Highlands 4x4 Response Group

PART 1

Adoption of the Constitution

The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.

The Name

The association's name is Highland 4x4 Response (and in this document it is called the response group).

The Objects

The response group objects (the Objects) are: To promote the welfare, relieve the needs, protect and preserve the health of those in the community who are isolated during periods of adverse weather conditions, environmental hazard and local emergencies, or as required.

Application of the Income and Property

The income and property of the response group shall be applied solely towards the promotion of the Objects.
The committee may pay out of, or be reimbursed from, the property of the response group reasonable expenses properly incurred by him or her when acting on behalf of the response group.
None of the income or property of the response group may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the response group. This does not prevent a member who is not also a committee from receiving reasonable and proper remuneration for any goods or services supplied to the response group.
Receiving a benefit from the response group in the capacity of a beneficiary of the response group provided that the committee comply with the provisions of sub clause (6) of this clause, or as a member of the response group and upon the same terms as other members.
The purchase of indemnity insurance for the committee against any liability that by virtue of any role of law would otherwise attach to the committee or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the response group but excluding:

Fines
Costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the committee or other officer; liabilities to the response group that result from conduct that the committee or other officer knew or ought to have known was not in the best interests of the response group or in respect of which the person concerned did not care whether that conduct was in the best interests of the response group or not.

No committee member may be paid or receive any other benefit for being in the committee.
The committee may:

Sell goods, services or any interest in land to the response group.
Be employed by or receive any remuneration from the response group.
Receive any other financial benefit from the response group, if:

He or she is not prevented from so doing by sub-clause (4) of this clause; and
The benefit is permitted by sub-clause (3) of this clause; or
The benefit is authorised by the committee members in accordance with the conditions in sub-clause (6) of this clause.

If it is proposed that a committee member should receive a benefit from the response group that is not already permitted under sub-clause (3) of this clause, he or she must:

Declare his or her interest in the proposal;
Be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it;
Not be counted in determining whether the meeting is quorate;
Not vote on the proposal.

In cases covered by sub-clause (5) of this clause, those committee members who do not stand to receive the proposed benefit must be satisfied that it is in the interests of the Response group to contract with or employ that committee member rather than with someone who is not a committee member and they must record the reason for their decision in the minutes. In reaching that decision the committee members must balance the advantage of contracting with or employing a committee member against the disadvantage of doing so (especially the loss of the committees services as a result of dealing with the committees conflict of interest).
The committee members may only authorise a transaction falling within paragraphs 5(a)–(c) of this clause if the committee body comprises a majority of committee members who have not received any such benefit.
If the committee fail to follow this procedure, the resolution to confer a benefit upon the committee member will be void and the committee member must repay to the response group the value of any benefit received by the committee member from the response group.
A committee member must absent himself or herself from any discussions of the committee in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the response group and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter.
In this Clause 4, "committee member" shall include any person firm or company connected with the committee member.

Dissolution

If the members resolve to dissolve the response group the committee will remain in office as response group committee and be responsible for winding up the affairs of the response group in accordance with this clause.
The committee must collect in all the assets of the response group and must pay or make provision for all the liabilities of the response group.
The committee must apply any remaining property or money:

Directly for the Objects;
By transfer to any other response group or charities for the same purpose or similar to the response group.

The members may pass a resolution before or at the same time as the resolution to dissolve the response group specifying the manner in which the committee members are to apply the remaining property or assets of the response group and the committee member must comply with the resolution if it is consistent with paragraphs (a)–(b) inclusive in sub-clause (3) above.
In no circumstances shall the net assets of the response group be paid to or distributed among the members of the response group (except to a member that is itself a response group).

Amendments

The response group may amend any provision contained in Part 1 of this Constitution provided that:

No amendment may be made that would have the effect of making the response group cease to be a response group at law
No amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to the response group.
Any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting.

Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.
A copy of any resolution amending this constitution shall be sent to the Office of the Charity Regulator (OSCR) within twenty one days of it being passed.

PART 2

Membership

Membership is open to individuals over eighteen or organisations who are approved by the committee.
The committee may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the response group to refuse the application.
The committee must inform the applicant in writing of the reasons for the refusal within twenty one days of the decision.
The committee must consider any written representations the applicant may make about the decision. The committee’s decision following any written representations must be notified to the applicant in writing but shall be final.
Membership is not transferable to anyone else.
The committee must keep a register of names and addresses of the members which must be made available to any member upon request.
Termination of Membership

Membership is terminated if:

The member dies or, if it is an organisation, ceases to exist;
The member resigns by written notice to the response group unless, after the resignation, there would be less than two members;
If any sum due from the member to the response group is not paid in full within six months of it falling due.
If the member is removed from membership by a resolution of the committee that it is in the best interests of the response group that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:

The member has been given at least twenty one days’ notice in writing of the meeting of the committee members at which the resolution will be proposed and the reasons why it is to be proposed;
The member or, at the option of the member, the member’s representative (who need not be a member of the response group) has been allowed to make representations to the meeting.

General meetings

The response group must hold a general meeting within twelve months of the date of the adoption of this constitution.
An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.
All general meetings other than annual general meetings shall be called special general meetings.
The committee members may call a special general meeting at any time.
The committee members must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the committee members fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this Constitution.
Notice

The minimum period of notice required to hold any general meeting of the Charity is fourteen clear days from the date on which the notice is deemed to have been given.
A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote.
The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.
The notice must be given to all the members and to the committee members.

Quorum

No business shall be transacted at any general meeting unless a quorum is present.
A quorum is:

5 members entitled to vote upon the business to be conducted at the meeting; or
one tenth of the total membership at the time, whichever is the greater,

The authorised representative of a member organisation shall be counted in the quorum if:

A quorum is not present within half an hour from the time appointed for the meeting; or
During a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the committee members shall determine.

The committee members must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date time and place of the meeting.
If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting.
Chair

General meetings shall be chaired by the person who has been elected as Chair.
If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a member nominated by the committee members shall chair the meeting.
If there is only one member present and willing to act, he or she shall chair the meeting.
If no member is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.

Adjournments

The members present at a meeting may resolve that the meeting shall be adjourned.
The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution.
No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting stating the date time and place of the meeting.

Votes

Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members.

Representatives of Other Bodies

Any organisation that is a member of the response group may nominate any person to act as its representative at any meeting of the response group.
The organisation must give written notice to the response group of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the response group. The nominee may continue to represent the organisation until written notice to the contrary is received by the response group.
Any notice given to the response group will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The response group shall not be required to consider whether the nominee has been properly appointed by the organisation.

Officers and Committee Members

The response group and its property shall be managed and administered by a committee comprising the Officers and other members elected in accordance with this Constitution. The Officers and other members of the committee shall be the committee members of the response group and in this constitution are together called "the committee".
The response group shall have the following Officers:

A chair
A secretary
A treasurer

A committee member must be a member of the response group or the nominated representative of an organisation that is a member of the response group.
No one may be appointed a committee member if he or she would be disqualified from acting under the provisions of Clause 19.
The number of committee members shall be not less than three but (unless otherwise determined by a resolution of the response group in general meeting) shall not be subject to any maximum.
The first committee members (including Officers) shall be those persons elected as committee members and Officers at the meeting at which this constitution is adopted.
A committee member may not appoint anyone to act on his or her behalf at meetings of the committee.

The Appointment of committee members

The response group in general meeting shall elect the Officers and the other committee members.
The committee members may appoint any person who is willing to act as a member. Subject to sub-clause 9(b) of this clause, they may also appoint committee members to act as officers.
At the first annual general meeting all the committee members must retire from office unless by the close of the meeting the members have failed to elect sufficient committee members to hold a quorate meeting of the committee. At each subsequent annual general meeting one-third of the committee or, if their number is not three or a multiple of three, the number nearest to one third must retire from office. If there is only one committee member he or she must retire.

The committee members to retire by rotation shall be those who have been longest in office since their last appointment. If any members became or were appointed members on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
If a member is required to retire at an annual general meeting by a provision of these articles the retirement shall take effect upon the conclusion of the meeting.

The response group may by ordinary resolution:

Appoint a person who is willing to act to be a committee member ; and
Determine the rotation in which any additional committee members are to retire.

No person other than a committee member retiring by rotation may be appointed a committee member at any general meeting unless:

He or she is recommended for re-election by the committee or
Not less than fourteen nor more than thirty-five clear days before the date of the meeting, the response group is given a notice that:

States the member's intention to propose the appointment of a person as a committee member.
Contains the details that, if the person were to be appointed, the response group would have to file with the response group committee and
Is signed by the person who is to be proposed to show his or her willingness to be appointed.

All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days' notice of any resolution to be put to the meeting to appoint a committee member other than a committee member who is to retire by rotation.
The committee members may appoint a person who is willing to act to be a committee member.
A committee member appointed by a resolution of the other committee members must retire at the next annual general meeting and must not be taken into account in determining the committee members who are to retire by rotation.
The appointment of a committee member, whether by the response group in general meeting or by the other committee members, must not cause the number of committee members to exceed any number fixed in accordance with this constitution as the maximum number of committee members.
The committee members may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office.

Powers of committee members

The committee members must manage the business of the response group and have the following powers in order to further the Objects (but not for any other purpose):

To raise funds. In doing so, the committee members must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
To buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
To sell, lease or otherwise dispose of all or any part of the property belonging to the response group.
To borrow money and to charge the whole or any part of the property belonging to the response group as security for repayment of the money borrowed.
To co-operate with other response groups, voluntary bodies and statutory authorities and to exchange information and advice with them;
To establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
To acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed for any of the Objects;
To set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
To obtain and pay for such goods and services as are necessary for carrying out the work of the response group.
To open and operate such bank and other accounts as the committee members consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the committee members of a trust are permitted to do.
To do all such other lawful things as are necessary for the achievement of the Objects;

No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the committee members.
Any meeting of committee members at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the committee members.

Disqualification and Removal of committee members

A committee member shall cease to hold office if he or she:

Ceases to be a member of the response group;
Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
Resigns as a committee member by notice to the response group (but only if at least two committee members will remain in office when the notice of resignation is to take effect); or
is absent without the permission of the committee members from all their meetings held within a period of six consecutive months and the committee members resolve that his or her office be vacated

Proceedings of committee members

The committee members may regulate their proceedings as they think fit, subject to the provisions of this constitution.
Any committee member may call a meeting of the committee members.
The secretary must call a meeting of the committee members if requested to do so by a committee member.
Questions arising at a meeting must be decided by a majority of votes.
In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

Delegation

The committee members may delegate any of their powers or functions to a committee of two or more committee members but the terms of any such delegation must be recorded in the minute book.
The committee members may impose conditions when delegating, including the conditions that:

The relevant powers are to be exercised exclusively by the committee to whom they delegate;
No expenditure may be incurred on behalf of the response group except in accordance with a budget previously agreed with the committee members.

The committee members may revoke or alter a delegation.
All acts and proceedings of any committees must be fully and promptly reported to the committee members.

Irregularities in Proceedings

Subject to sub-clause (2) of this clause, all acts done by a meeting of committee members, or of a committee of committee members, shall be valid notwithstanding the participation in any vote of a committee member:

Who was disqualified from holding office;
Who had previously retired or who had been obliged by the constitution to vacate office;
Who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
If, without:

The vote of that committee member; and that committee member being counted in the quorum,
The decision has been made by a majority of the committee members at a quorate meeting.

Sub-clause (1) of this clause does not permit a committee member to keep any benefit that may be conferred upon him or her by a resolution of the committee members or of a committee of committee members if the resolution would otherwise have been void.
No resolution or act of

The committee members
Any committee of the committee members
The response group in general meeting

Shall be invalidated by reason of the failure to give notice to any committee member or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the response group.

Minutes

The committee members must keep minutes of all:

Appointments of Officers and committee members made by the committee members;
Proceedings at meetings of the response group;
Meetings of the committee members and committees of committee members including:
The names of the committee members present at the meeting;
The decisions made at the meetings; and
Where appropriate the reasons for the decisions.

Annual Report and Return and Accounts

The committee members must comply with their obligations

The keeping of accounting records for the response group;
The preparation of annual statements of account for the response group;
The transmission of the statements of account to the response group;

Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the The Office of the Charity Regulator (OSCR), unless the committee members are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.

Registered particulars

The committee members must notify the The Office of the Charity Regulator (OSCR) promptly of any changes to the response group.

Property

The committee members must ensure the title to:

All land held by or in trust for the Charity that is not vested in the Official Custodian of Charities; and
All investments held by or on behalf of the response group, is vested either in a corporation entitled to act as custodian committee member or in not less that three individuals appointed by them as holding committee members.
The terms of the appointment of any holding committee members must provide that they may act only in accordance with lawful directions of the committee members and that if they do so they will not be liable for the acts and defaults of the committee members or of the committee members of the response group.
The committee members may remove the holding committee members at any time.

Repair and insurance

The committee members must keep in repair and insure to their full value against fire and other usual risks all the buildings of the response group (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer's liability.

Notices

Any notice required by this constitution to be given to or by any person must be:

In writing; or
Given using electronic communications.

The response group may give any notice to a member either:

Personally; or
By sending it by post in a prepaid envelope addressed to the member at his or her address; or
By leaving it at the address of the member; or
By giving it using electronic communications to the member's address.

A member who does not register an address with the response group or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the response group.
A member present in person at any meeting of the response group shall be deemed to have received notice of the meeting and of the purposes for which it was called.
Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.

Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.

Rules

The committee members may from time to time make roles or bye-laws for the conduct of their business.
The bye-laws may regulate the following matters but are not restricted to them:

The admission of members of the response group (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
The conduct of members of the response group in relation to one another, and to the response groups employees and volunteers;
The setting aside of the whole or any part or parts of the response groups premises at any particular time or times or for any particular purpose or purposes;
The procedure at general meeting and meetings of the committee members in so far as such procedure is not regulated by this Constitution;
The keeping and authenticating of records. (If regulations made under this clause permit records of the response group to be kept in electronic form and requires a committee member to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
Generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.

The response group in general meeting has the power to alter, add to or repeal the roles or bye-laws.
The committee members must adopt such means as they think sufficient to bring the roles and bye-laws to the notice of members of the response group.
The roles or bye-laws shall be binding on all members of the response group. No role or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.