SPECIMEN CONSTITUTION FOR AN UNINCORPORATED ORGANISATION HAVING A MEMBERSHIP (SEEKING CHARITABLE STATUS)
(A Constitution should be as simple and flexible as possible to permit the organisation to operate efficiently without the necessity for constant alterations. This specimen may therefore be adapted to suit individual circumstances. However, whilst not all its provisions will be appropriate in all cases, its basic structure should be followed).
1. NAME The name of the Association is _________________________________ (hereinafter called The Association). See Note 1.
2. OBJECTS AND POWERS
a. The Association is established to____________________________________
b. In furtherance of the said objects but not otherwise the Association may:
i. Employ and pay any person or persons to supervise, organise and carry on the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants.
ii. Establish where necessary local branches (whether autonomous or not).
iii. Bring together in conference representatives of voluntary organisations, Government departments, statutory authorities and individuals.
iv. Promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof.
v. Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses.
vi. Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.
vii. Undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by the Association.
viii. Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the said objects.
ix. Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Association.
x. Make regulations for any property which may be so acquired.
xi. Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association.
xii. Subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed to be necessary.
xiii. Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise provided that the Association shall not undertake permanent trading activities in raising funds for the said objects.
xiv. Invest the moneys of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law.
xv. Do all such other lawful things as are necessary for the attainment of the said objects.
(See NOTE 2 below)
3. MEMBERSHIP
a. Full membership of the Association shall be open to:
(i) Individuals of 18 years and over who are interested in furthering the work of the Association and who have paid the annual subscription as laid down from time to time by the Executive Committee hereinafter mentioned; and
ii. National, international and local voluntary or other non-profit distributing organisations, whether corporate or unincorporated, which are interested in furthering the said work and have paid the annual subscription as aforesaid.
b. Each member organisation shall appoint one individual person to represent it and vote on its behalf at General Meetings of the Association. In the event of such individual person resigning or otherwise leaving an organisation, he or she shall forthwith cease to be a representative thereof.
c. Each member organisation may appoint:
I. A deputy to replace its appointed representative if the latter is unable to attend any particular meeting of the Association, and
II. Observers (who shall not be entitled to vote) to attend any such meeting.
d. Junior membership shall be open to those under the age of 18 years who are interested in furthering the work of the Association. Junior members shall not be entitled to vote.
e. Honorary members may be appointed at the discretion of the said Executive Committee. Honorary members shall not be entitled to vote.
f. The said Executive Committee shall have the right:
i. To approve or reject applications for membership, and
ii. For good and sufficient reason to terminate the membership of any individual or organisation provided that the individual member concerned or the individual representing such organisation (as the case may be) shall have the right to be heard by the said Chief Executive Committee before a final decision is made.
4. HONORARY OFFICERS:
a. At the Annual General Meeting hereinafter mentioned the Association shall elect a Chairman, a Vice-Chairman, a Treasurer and such other Honorary Officers as the Association shall from time to time decide.
b. The Chairman and the Honorary Officers of the Association shall hold office until the conclusion of the Annual General meeting of the Association next after their election but shall be eligible for re-election PROVIDED THAT no Honorary Officer shall hold office for more than ___________ consecutive years. On the expiration of such period, __________further years must elapse before any former Honorary Officer shall be eligible for re-election.
c. The Chairman and the Honorary Officers shall be ex-officio members of the Association, the said Executive Committee and any of the other Committees.
d. The Association shall appoint one or more qualified auditors and may determine their remuneration (if any).
5. EXECUTIVE COMMITTEE:
a. Subject as hereinafter mentioned the policy and general management of the affairs of the Association shall be directed by an Executive Committee (hereinafter called the Committee) which shall meet not less than ………… times a year and when complete shall consist of not less than ……………. or more than ………………… members.
b. The members of the Committee shall be elected at the Annual General Meeting of the Association in accordance with Clause 7 hereof.
c. Election of the Committee shall be for three years. One third of the membership shall retire annually but shall be eligible for re-election, the members so to retire being those who have been longest in office since the last election but not reckoning ex officio members. As between members who have been in office the same length of time, those due to retire shall be chosen by lot.
d. In addition to the members so elected and to those serving by virtue of Clause 4 (c) hereof the Committee may co-opt up to _________ further members being full members of the Association whether individual or representative or a combination of both who shall serve until the conclusion of the next Annual General Meeting after individual co-option PROVIDED THAT the number of co-opted members shall not exceed one-third of the total membership of the Committee at the time of co-option. Co-opted members shall be entitled to vote at meetings of the Committee.
e. Any casual vacancy in the Committee may be filled up by the Committee and any such person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that Meeting.
f.The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
g. The Committee shall appoint and fix the remuneration of a General Secretary and of all such other staff (not being members of the Committee) as may in their opinion be necessary.
h. The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Committee as soon as possible.
6. LOCAL BRANCHES:
The Committee shall have the power to establish local branches for the furtherance of the said objects. Each branch so established shall comply with and be subject to the following regulations:
1. The branch shall act in pursuance of the said objects and of the policy of the Association and shall be subject to such conditions as may from time to time be laid down by the Committee.
2. The title of the branch shall be subject to the prior approval of the Committee. No branch shall be entitled to use the expression __________________________ in its title unless at least one member of the branch's governing body is a full member of the Association.
3. The branch will be deemed to have adopted the model rules for branches as prescribed from time to time by the Committee unless it has, with the prior approval of the Committee, adopted other rules.
4. The branch may publish literature solely in the name of the branch for local purposes but such literature shall not contain any statement contrary to the said objects or to the policy of the Association.
5. Representations of whatever kind to other bodies and/or individuals may only be made by the branch through or with the prior approval of the Committee.
6. All legacies bequeathed to the Association shall be received by the Treasurer or other appropriate officer of the Association but, subject to any special trusts by which such legacies may be affected, the Committee shall have the power to direct that any legacy or the income therefrom shall be paid to a particular branch.
7. The branch may be empowered by the Committee to receive donations and any money received or raised by it may be expanded by the branch in its area solely for the furtherance of the said objects. The branch shall make returns to the Association in such form as may from time to time be determined by the Committee.
8. Subject to these regulations, the branch may generally manage its own affairs and shall be solely responsible for its own debts and liabilities and shall not pledge the credit of the Association or that of the Committee or of any individual member of the Committee.
(See NOTE 3)
7. MEETINGS OF THE ASSOCIATION:
a. The First General Meeting of the Association shall be held not later than the _________________200 _____, and once a year thereafter an Annual General Meeting of the Association shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. At least 21 clear days' notice shall be given in writing by the General Secretary to each member. At such Annual General Meetings the business shall include the election of Honorary Officers; the election of full members to serve on the Committee; the appointment of an auditor or auditors; the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited accounts; and the transaction of such other matters as may from time to time be necessary.
b. The Chairman of the Committee may at any time at his/her discretion and the General Secretary shall within 21 days of receiving a written request so to do, signed by not less than ________ full members whether individual or representative, and giving reasons for the request, call a Special General Meeting of the Association.
8. NOMINATIONS OF HONORARY OFFICERS AND COMMITTEE MEMBERS:
Only full members of the Association whether individual or representative shall be eligible to serve as Honorary Officers or members of the Committee. Nominations for Honorary Officers or members of the Committee must be made by full members of the Association in writing and must be in the hands of the General Secretary at least __________ days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot (or election shall be by a system of postal voting (the arrangements for which shall be made by the Committee) PROVIDED THAT the first members of the Committee shall be elected by personal vote at the first General Meeting of the Association).
(See NOTE 4 below)
9. RULES OF PROCEDURE AT ALL MEETINGS:
Quorum: The quorum at a meeting of the Association or of the Committee or any committee appointed under Clause 5 (h) hereof shall be one-third of the total actual membership of the Association for the time being, the Committee or committee (as the case may be) or such other number as the Association may in General Meeting from time to time determine. Voting: Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. Arrangements for proxy voting may from time to time be made by the Committee PROVIDED ALWAYS THAT no such arrangements shall be made with regard to clauses 12 and 13 hereof. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the chairman of the meeting shall have a second or casting vote. Minutes: Minute books shall be kept by the Committee and all other committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions.
Standing Orders and Rules: The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Association. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS that they shall be subject to review by the Association in General Meeting and shall not be inconsistent with the provisions of this Constitution.
10. FINANCE:
1. All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment to members of the Committee or of any committee appointed under Clause 5 (h) hereof of reasonable out-of-pocket expenses.
2. The Honorary Treasurer shall keep proper accounts of the finances of the Association.
3. The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting.
4. An audited statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as aforesaid.
5. A bank account shall be opened in the name of the Association with __________________________ Bank plc, of _________________________________________, or with such other bank as the Committee will from time to time decide. The Committee shall authorise in writing the Treasurer, the General Secretary of the Association and two members of the Committee to sign cheques on behalf of the Association. All cheques must be signed by not less than two of the four authorised signatories.
11. TRUST PROPERTY:
The title to all real or personal property which may be acquired by or on behalf of the Association shall be vested in a corporation lawfully entitled to act as Custodian Trustee or in not less than _____________ or more than _____________ individual persons (not being members of the Committee).
12. ALTERATIONS TO THE CONSTITUTION:
Any alteration of this Constitution shall receive the assent of not less than two-thirds of the full membership of the Association for the time being whether individual or representative present and voting at a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the General Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be proposed. At least 14 clear days' notice in writing of such a meeting, setting forth the terms of the alteration, shall be sent by the General Secretary to each member of the Association provided that no alteration shall be made which would have the effect of causing the Association to cease to be a Charity at law.
13. DISSOLUTION:
If the Committee by a simple majority decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote, of which meeting not less than 21 days' notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a simple (two-thirds) majority of those present and voting at such meeting the Committee shall have power to dispose of any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the Committee may determine.
(See NOTE 5)
14. NOTICES:
Any notice may be served by the General Secretary on any member either personally or on its own appointed representative as the case may be, or by sending it through the post in a prepaid envelope addressed to such member at his, her or its last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within ten days of posting.
15. INTERPRETATION:
For the interpretation of this Constitution, the Interpretation Act, 1978, shall apply as it applies to the interpretation of an Act of Parliament.
(See NOTE 6)
NOTE 1: State here the name by which the proposed charity is to be known.
NOTE 2: Sub-clause (a) declares the objects of the organisation. Great care must be taken over the drafting of this Clause for the following reasons:
i. The Charity Commissioners will require to be satisfied that the declared objects are exclusively charitable in law before the organisation can be registered as a charity and thus be sure of obtaining the relevant fiscal and other benefits.
ii. The declared objects must describe the promoters' true primary intentions in language which is acceptable to the Commissioners (and the Inland Revenue - see below).
Sub-clause (b) sets out the principal ways in which the objects are to be achieved. These are technically known as powers (and are not themselves necessarily charitable in the strict legal sense); like the objects, they must be carefully worded. It is strongly recommended that legal advice be sought at an early stage in connection with the drafting of this clause.
NOTE 3: Clause 6 will only be appropriate where there is a serious intention to establish local branches in the forseeable future. It is for very careful consideration in each case whether a branch is to be completely autonomous - a point which must be covered one way or the other in the model rules postulated by sub-clause (c).
NOTE 4: Election by postal vote is an alternative to the normal ballot procedure and is generally only suitable where the membership (or a majority) is handicapped - or far-flung.
NOTE 5: The required majority must be EITHER simple, i.e. a majority of one will suffice, or two-thirds. Whichever is not required must be deleted.
NOTE 6: When prepared, two copies of the draft Constitution should be submitted to the Charity Commissioners for their comments (the Commissioners will usually consult the Inland Revenue and obtain their views). The actual activities of the organisation, that is, the work undertaken by, or on the direction of, the Executive Committee, must necessarily reflect the organisation's declared objects and powers. As a matter of practice, the Charity Commissioners will not register an organisation as a charity unless and until they are satisfied that all the activities will be solely directed towards the fulfilment of the objects.
SPECIMEN CONSTITUTION FOR AN UNINCORPORATED ORGANISATION HAVING A MEMBERSHIP (SEEKING CHARITABLE STATUS)
Specimen 1 and Model Constitution for a Charitable Unincorporated Association 
[GO & Co] : April 2004.
