CONSTITUTION OF

LLANDRINDOD WELLS AND AREA TWINNING ASSOCIATION

LEGAL STRUCTURE: Unincorporated Association

TYPE OF VENTURE: Non-charitable voluntary sector body

 

1   NAME:    Llandrindod Wells and Area Twinning Association.

    Mission :    Committed to international understandingthrough twinning.

2   OBJECTIVES

·    To promote and foster friendship and understanding between the people of Llandrindod Wells and area and those of Contrexéville, France and Bad Rappenau, Germany and those of any other towns with which the Association later forms links.

·    To encourage visits by individuals, families and groups to and from our linked towns, particularly by accompanied children and young people, and the development of personal contacts, and by so doing to broaden the mutual understanding of the cultural, recreational, educational and commercial activities of the linked towns.

3   POWERS

The Association, acting through its Executive Committee, may do all things necessary or expedient for the fulfilment of its objects including:

·    the organisation and running of fund-raising activities.

·    bringing together representatives of local voluntary organisations, Llandrindod Wells Town Council, Powys County Council and any other interested parties or individuals.

·    collecting and disseminating information on all matters relating to its objectives.

·    write, print or publish in whatever form as shall further its objects, and to issue or circulate the same.

·   insure and arrange insurance cover and to indemnify its members and voluntary workers from and against all such risks incurred in the course of the performance of their duties as may be thought fit.

·    provide indemnity insurance for the members of the Executive Committee (or any of them) out of the funds of the Association provided that any such insurance shall not extend to any claim arising from any act or omission which the members of the Executive Committee (or any of them) knew to be a breach of trust or which was committed by members of the Executive Committee (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not.

·    do all such other lawful things as shall further the objectives of the Association.

4   REGISTERED OFFICE

Llandrindod Wells & Area Twinning Association

c/o Llandrindod Wells Town Council

The Town Hall
Temple Street
Llandrindod Wells

LD1 5DL

5   MEMBERSHIP

Membership shall be granted (irrespective of gender, sexual orientation, race, age, disability or political, religious or other opinion) to :

  1. anyone named on the Register of Electors for Llandrindod Wells and other Community Councils in the area.
  2. Other 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
  3. National, international and local voluntary or other non-profit distributing organisations whether corporate or unicorporated which are interested in furthering the work of the Association. Each member organisation is entitled to appoint not more than two members of the organisation to represent it and vote on its behalf at general meetings of the Association. 

6   SUBSCRIPTIONS

Members who are not named on the Register of Electors for Llandrindod Wells and Area Community Councils may be asked to pay yearly subscriptions as shall from time to time be decided by the Executive Committee.

However subscriptions may be waived for all members at the discretion of the Executive Committee by agreement at the Annual General Meeting.

The amount of subscriptions shall be decided at the Annual General Meeting. Subscriptions shall become due on 1st April annually. 

7   GENERAL MEETINGS OF THE ASSOCIATION

(a) Annual General Meetings

An Annual General meeting of the Association shall be held annually, normally in May, at such time and place as the Executive Committee shall determine, being not more than fourteen months after the preceding Annual General Meeting. 

At least twenty-one clear days notice shall be given and posted in a conspicuous places in Llandrindod Wells and area.

The business of each Annual General Meeting shall be:

·    to receive the report from the Executive Committee on the activities of the Association during the preceding year.

·    to receive and confirm acceptance of the accounts of the preceding financial year.

·    to hold an election to fill any vacancies on the Executive Committee.

·    to consider and vote on any proposals to alter this constitution in accordance with Clause 18 hereof.

·    to consider any other business of which due notice has been given.

·       to nominate and agree an auditor for the accounts for the current financial year.

No resolution, other than those relating to the Treasurer’s Report and Statement of Accounts or other formal business, shall be moved at the Meeting unless notice thereof in writing, signed by the Members who propose to move and second it shall have been received by the Secretary not less than twenty eight days preceding the Meeting the text of the resolution with the name of the proposer and seconder shall have been included in the notice of the Annual General Meeting.

(b) Special General Meeting

The Chairperson of the Executive Committee shall call a Special General Meeting within 21 days of the Secretary receiving a written request signed by at least 10 members of the Association giving reasons for the request

The Special General Meeting shall only consider the business specified in the notice of the meeting.

At least fourteen days notice must be given to members.

8   EXECUTIVE COMMITTEE

At the Annual General Meeting the Association shall elect a Chairman, a Vice-Chairman, a Secretary, a Treasurer and such other honorary officers as the Association shall from time to time decide.

The Chairman and the honorary officers of the Association shall hold office until 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 five consecutive years. On the expiration of such period three further years must elapse before any honorary officer shall be eligible for re-election.

If a vacancy occurs during the course of the year, the Executive Committee shall have the power to co-opt a member of the Association until the next Annual General Meeting.

A member of the Executive Committee shall cease to hold office if he or she :-

·    becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs.

·    is absent without appropriate justification from the Executive Committee from all its meetings held within a period of three months.

·    notifies the Executive Committee in writing of his or her resignation (provided that at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

The Executive Committee may invite other members to attend and contribute to its meetings but only the Elected Members will have the right to vote

9   NOMINATIONS AND ELECTIONS

The election of the officers and members of  Executive Committee shall be carried out at the Annual General Meeting, via a secret ballot should the number of nominations exceed the number of places available.

Nominations for election shall be proposed and seconded by members of the Association and agreed by the nominee.

10  EX OFFICIO MEMBERS OF THE EXECUTIVE COMMITTEE

There shall be four ex-officio members of the Executive Committee.

a)     The current Mayor of Llandrindod Wells Town Council.

b)     A Councillor to represent Llandrindod Wells Town Council.

c)     A County Councillor to represent Powys County Council.

d)     A person to represent Llandrindod Wells High School

Ex officio members of the Executive Committee shall not have voting rights on the committee, save for the Mayor (see (a) above).

11    WORKING GROUPS

The Executive Committee shall appoint one or more working groups, consisting of members of the Association, for supervising or performing any activity or service for the Association. Every effort should be made to include in the working groups representative of as many local organisations and age groups as possible.

The Executive Committee shall define the terms of reference of these groups and may also determine the composition and duration of any of the groups. All working groups shall report back on a regular basis to, and as requested by, the Executive Committee. All members of the Executive Committee shall be directly involved in at least one of the working groups.

The Executive Committee may co-opt specialists to assist with the work of these groups. If co-opted specialists do not qualify for membership of the Association they shall not carry a vote unless it is deemed they should by a simple majority of the Executive Committee.

When immediate decisions are required, and it is not possible to call a Committee Meeting, consultation should take place between at least two Officers, and  the head of the relevant working group implicated in the decision. The entire committee must be informed of the changes at the next meeting.

12   DECLARING INTEREST

Any member of the Executive Committee making special gain or advancement by the passing of any resolution must declare an interest in such resolution and may be asked to leave during voting.

13   RULES OF PROCEDURE AT  MEETINGS

·    Voting

Subject to the provision of Clause 12 hereof, any question arising at any meeting of the Association or one of its working groups shall be decided by a simple majority of those present and entitled to vote.  In case of an equality of votes, the Chairperson of the meeting shall have a second or casting vote.

·    Quorum

General Meetings:Fifteen members with power to vote or one fifth of the members with power to vote, whichever is the least, shall form a quorum at General Meetings of the Association.

In the event that no quorum is present at an Annual General Meeting of the Association, or the meeting has to be abandoned the meeting shall stand adjourned and be reconvened fourteen days later, and those members with power to vote present at that meeting shall be deemed to form a quorum.

Executive Committee Meetings: Six members of those entitled to vote at Executive Committee meetings shall form a quorum, of which at least 2 members must be officers of the Executive Committee.

Working Groups:Three fifth of the members entitled to vote shall form a quorum

·       Executive Committee Posts

Chairman: – to chair meetings of the Executive Committee

Secretary – to maintain record of meetings of the Executive Committee and record of correspondence with other organisations.

Treasurer – to maintain accounts, prepare annual statement of accounts, monitor expenditure and income and ensure Association funds are held secure and in the most profitable manner.

Hosting Secretary – to maintain database of members and people willing to host and to encourage and promote an increase in members willing to act as hosts

Fund Raising Secretary – to promote all appropriate and legal methods of fund raising to increase the Associations funds.

Publicity Secretary – to promote the profile of the Association through producing regular newsletters, providing reports to the local press on Association activities and ensuring the Association website is up to date.

14   FINANCE

All money 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 of reasonable out-of-pocket expenses incurred on behalf of the Association by employees. Members of the Association shall be also entitled to reimbursement of reasonable expenses incurred on behalf of the Association, subject to prior agreement by the Executive Committee.

An account shall be opened in the name of the Association with a High Street Bank or with such other financial institution as the Executive Committee shall decide. The Executive Committee shall authorise in writing the names of the three officers of the Executive Committee to sign cheques on behalf of the Association. All cheques must be signed by not less than two of the three authorised signatories.

The Chairman, Vice Chairman or Treasurer are authorised, without prior agreement of the Committee, to make receipted payments to a maximum value of £200 for any one transaction for services rendered by individuals or organisations who have helped further the aims of the Twinning Association. The Executive Committee must be informed of the payments at the next committee meeting.

The Association’s financial year shall be from 1st January to 31st December.

15   ACCOUNTS

The Executive Committee shall comply with any legal obligations with regard to:

·    The keeping of accounting records for the Association.

·    The preparation of annual statements of account for the Association.

·    The auditing or independent examination of the Statement of Account of the Association.

·    The provision of the Statement of Accounts to any relevant authority which shall from time to time be interested.

 16  ANNUAL REPORT

The Executive Committee shall prepare an Annual Report and make it widely available and prominently displayed to all people who live or work in Llandrindod Wells and District and to any other relevant party, which may from time to time be interested.

17   DISSOLUTION

If the Executive Committee decides that it is necessary or advisable to dissolve the Association it shall call a meeting of all members of the Association, of which not less than twenty one days notice (stating the terms of the resolution to be proposed) shall be given.  If the proposal is confirmed by simple majority of those present and voting, the Executive Committee shall have the power to realise 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 other such organisations having objects similar to the objects of the Association as the members of the Association may determine or failing that shall be applied to directly benefit some other aspect of Llandrindod Wells. A copy of the statement of accounts for the final accounting period of the Association must be sent to any such relevant organisation that may be interested.


18   ALTERATIONS TO THE CONSTITUTION

This constitution may be altered at an Annual or Special General Meeting of the Association by a resolution passed at a committee meeting by a two-thirds majority of the members present and voting thereat.  The resolution of the alteration of the Constitution must be received by the Secretary of the Association at least twenty-one days before the meeting at which it is to be proposed.  At least fourteen days notice of such a meeting must be given by the Secretary to the Association and must include notice of the alteration proposed. 

 

 

Adopted the twenty second day of May 2008

 

Signed Richard J Thomas (Chairman)

 

Signed Jane S Malvern (Treasurer/Secretary)