Constitution


 

Symbiosis Tree for Life Project

Constitution

Version 1: May 2020

Adopted: Put date once agreed

Date for review:

Contents:

Foreword:

This Constitution sets out how Symbiosis Tree for Life (STFL), a Limited Company will be governed. Symbiosis Tree for Life will work with patrons, sponsors, members, trustees and partners to achieve its charitable aims and objects for public benefit in order to raise funds for sponsorship to advance the objects of STFL

PART 1

  1. Adoption of the constitution, Symbiosis Tree for Life, its assets will be administered and managed in accordance with the provisions in this document, including the appendices
  1. The Name

Symbiosis Tree for Life, hereafter in this document is referred to as STFL

  1. Headquarters Address

5 Lodge Court, Lodge Road, Off Lion Hill, Stourport On Severn, Worcs.DY13 9HR

  1. Administration

Subject to the matters set out below STFL and its assets shall be managed in accordance with this constitution by the Management Committee of STFL

  1. The Objects

STFL objects and aims are to raise funds by sponsorship to plant fruit trees and issue sixty percent ownership certificate sales bursaries for children aged one to eighteen. Individuals will be receive a bursary at aged eighteen to pursue a Higher Education qualification.

  1. Trustees

STFL and its assets shall be administered by the Trustees and supported by the Director, Officers and the Management Committee in accordance with this constitution

  1. The Trustees and Officers shall be those persons elected as Trustees and Officers at the meeting at which this constitution is adopted.
  2. Trustees can only be appointed by the Management Committee
  3. A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees
  1. The Number of Trustees shall be not less than four and not be more than seven unless otherwise determined by a resolution of STFL at an Annual General Meeting
  1. No one may be appointed as Trustee if he/she would be disqualified from acting under provisions of Appendix 1.3
  1. The Management Committee
    1. The Management Committee, which comprises the Trustees shall consist of not

less than five and no more than ten members of which the following three post holders must be Trustees:

  • The Director of STFL
  • The Chair
  • The Secretary

The remaining Trustees posts may be nominated from the Management Committee namely:

  • Director
  • Chair
  • Secretary
  • Treasurer
  1. The Management Committee may co-opt persons with specific skills and expertise

to support the management team work plan

  1. Members of the Management Committee shall hold their designated office for no more than two consecutive terms consisting of three years each term
  1. The Director of the Management Committee shall hold office for no more than two consecutive terms consisting of three years each term
  1. Members of the Management Committee will be elected at an Annual General meeting
  1. Members of the Management Committee who have reached the end of their term of office may be re-elected into another post after a break of one year from their designated post and will be elected at an Annual General Meeting
  1. In extenuating circumstances if no nominations are forthcoming for Trustees and designated posts when they become vacant, existing Trustees and Management Committee will retain their post until such time as new nominations are confirmed
  1. Membership
  • Membership is opened to individuals over eighteen years old who are interested in furthering the objects of STFL and who have paid the annual subscription approved by the Management Committee
  • Membership representative is not transferable to another individual
  • Membership is available to anyone without regard to gender, race, nationality, religion, disability and sexual orientation
  1. Members are expected to:
  • Invite another individual/individuals to join the organisation
  • Be open, honest, act with integrity and uphold the reputation of STFL
  • Demonstrate a personal and professional commitment to equality, diversity and inclusion

7.2 Members Rights

  • All members may attend meetings and participate in the decision making of STFL at Annual General Meetings
  • All members have an individual right to vote (one member one vote) at Annual General Meetings
  • If there is an equality of votes, the person chairing the meeting shall have a casting vote in addition to any other vote he/she may have
  • Members have the right to their personal details being secured on a password protected database that complies with GDPR regulations to ensure confidentiality is maintained
  • Membership will be terminated following death
  • Membership is terminated if the organisation cease to exist
  • The member has a right to tender their resignation to STFL in writing
  1. Refusal of membership
  • The Management Committee may only refuse an application for membership if; acting reasonably and properly, they consider it not to be in the best interests of STFL
  • The management Committee should inform the applicant in writing of the reasons for refusal within twenty one days of the decision
  • Consider any written representations the applicant may make about the decision
  • The Management Committee’s decision following any written representation is final and notification will be sent to applicants
  1. Removal of membership

A resolution to remove a member may only be passed if:

  • The member has been given twenty one days’ notice in writing, following a meeting of the Management Committee and Trustees, at which a resolution is proposed and the reasons for proposition
  • The member or their representative has been allowed to make representations to the meeting
  • Following a fair and transparent investigation, the Management Committee may terminate the membership of individuals who case has been proven to bring the organisation into disrepute
  1. Patrons

The Management Committee in consultation with sponsors will invite prominent members of the community to be Patrons of Symbiosis will hold:

  • A honorary position
  • Appointed on the basis of their ability to enhance the profile of STFL
  • Committed to support and be active in the fund raising activities in order to achieve the objectives of the organisation
  • In consultation with members, the Management Committee may withdraw the status of a Patron at any time
  1. Application of Income and Assets

The income and assets of STFL shall be applied solely towards the promotion of the objects of the organisation

  1. A Trustee may authorise reasonable expenses to be paid from the assets of STFL for expenses properly incurred on behalf of STFL on presentation of a valid receipt
  1. A Trustee may authorise the purchase of indemnity insurance against any liability that, by virtue of any rule of law would otherwise attach to a Trustee, Management Committee and members of STFL in respect of any negligence, default breach of duty or breach of trust of which he/she may be guilty in relation to STFL but excluding:

Fines

  • Costs of unsuccessfully defending criminal prosecutions for offences arising out of fraud, dishonesty, wilful or reckless misconduct of the Trustee or other members of the Management Committee
  • Liabilities of STFL that result from conduct that the Trustees, Management Committee members and other members knew, or ought to have known was not in the best interest of STFL or in respect of which the person concerned did not care whether that conduct was in the best interests of STFL or not
  1. No Trustee or Management Committee Member may be paid or receive any other benefit for being a Trustee or Committee Member
  1. A Trustee or Management Committee member may:
  • Sell goods, services or any interest in land to STFL
  • Be employed by or receive any remuneration from STFL
  • Receive any other financial benefit from STFL, which is authorised by Trustees
  1. If it is proposed that a Management Committee member should receive a benefit from STFL he/she must:
  • Declare his/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
  1. Management Committee members who do not stand to receive the proposed

benefit must be satisfied that it is in the interests of STFL to contract with or employ that member rather than with someone who is not an officer and must record the reason for their decision in the minutes of the meeting. In reaching those decisions, the Management Committee must balance the advantage of contracting with or employing that Member against the disadvantage of doing so against the loss of the members’ services as a result of dealing with any conflict of interest

  1. The Trustees/Management Committee may only authorise a transaction if the Trustee body comprises a majority of Trustees who have not received any such benefits.
  2. If the Trustees/Management Committee fails to follow this procedure, the resolution to confer a benefit upon the Trustee will be void and the Trustee must repay to STFL, the value of any benefit received by the Trustee from STFL
  3. A Trustee or Committee member must absent himself/herself from any discussions of the Trustees in which it is possible that a conflict of interest will arise between his/her other duties to act solely in the interests of STFL and any personal interest (including but not limited to any personal financial interest) and take no part in voting upon the matter
  4. Trustee, shall include any person, firm or company connected with the Trustee (declaration of interest)
  1. Dissolution
  1. If the members resolve to dissolve STFL the Trustees will remain in office as STFL Trustees and be responsible for winding up the affairs of STFL
  1. The Trustees must collect in all the assets of STFL and must pay or make provision for all the liabilities of STFL
  1. The Trustees must apply any remaining assets: a) Directly for the objects; b) By transfer to any charities/companies for purposes the same as or similar to STFL; c) In such other manner as determined by ( This will depend on how and what the company is registered as ) may approve in writing
  2. STFL members may pass a resolution before or at the same time as the resolution to dissolve STFL specifying the manner in which the Trustees are to apply the remaining assets of STFL and Trustees must comply with the resolution
  3. Under no circumstances shall the assets of STFL be paid to or distributed among members of STFL
  4. The Trustees must notify the???????? promptly that STFL has been dissolved. If the Trustees are obliged to send STFL accounts to?????? For the accounting period which ended before its dissolution, they must send STFL final accounts
  1. Amendments

Any provision contained in this constitution may be amended, provided that any such amendment is made by resolution passed by a majority (two thirds) of STFL members present and voting at an Annual General Meeting

This constitution was adopted at a general meeting of the STFL on ________________ [date] Signed by:

Director:

Chairperson:

Secretary:

Treasurer:

Other Committee members:

APPENDIX 1 –Trustees I Management Committee Member

1. The Appointment of Trustees I Management Committee Member.

1.1 Any member of STFL who is willing to act as a Trustee or Management Committee Member may be appointed, to act as Officers.

1.2 No-one may be elected as Trustee or a Management Committee member at any Annual General Meeting unless prior to the meeting. STFL is given notice that:

a) A nomination form is signed by a member entitled to vote at the meeting

b) The form states the member’s intention to propose the appointment of a person as a Trustee or as an Officer

c) The form is signed by the person who is to be proposed to show his or her willingness to be appointed.

1.3. a) The appointment of a Trustee, whether by STFL in a general meeting or by the other Trustees , must not cause the number of Trustees to exceed any number fixed in accordance with this constitution

b) The Trustees I Management Committee may not appoint a person to be a member if that person has already been elected or appointed to that office and has not vacated the office.

2. Powers of Trustees

2.1 The Trustees must manage the business of STFL and they have the following powers in order to further the Objects (but not for any other purpose):

a) To raise funds, in doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;

b) To buy, take on lease or in exchange, hire or otherwise acquire any assets and to maintain and equip it for use;

c) To sell, lease or otherwise dispose of all or any part of the assets belonging to STFL.

d) To borrow money and to charge the whole or any part of the assets belonging to STFL as security for repayment of the money

e) To co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them:

f) To establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;

g) To acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the Objects;

h)To set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;

i) To obtainand pay for such goods and services as are necessary forcarrying out

of the work of STFL;

j) To open and operate such bank and other accounts as the Trustees 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 Trustees of a trust are permitted to do by the Trustee Act 2000;

k) Providing personal and professional support and mentorship to members of the organisation

I) Influencing decision making which affects health and social care in all areas locally nationally and internationally.

m) Establishing working partnerships with communities to develop projects and fund raise to support education of individuals globally

To do all such other law1ul 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 Trustees.

Any meeting of Trustees at which a quorum is present at the time the relevant decisionis made may exercise all the powers exercisable bythe Trustees.

3. Disqualification and Removal of Trustees/ Committee Member

A Trustee shall cease to hold office if he or she:

(1) Ceases to be a member of STFL

(2) Becomes incapable by reason of a mental disorder, illness or injury of managing and administering his/her own affairs becoming incapable by reason of mental disorder, illness or injury of managing and administering his/her own affairs

(3) Resigns as a Trustee by notice to STFL but only if two Trustees will remain in office when the notice of resignation is to take effect or

(4) Is absent without the prior agreement of the Trustees from all their meetings held within a period of three consecutive meetings within the year and the Trustees will resolve that his/her office be vacated

4. Proceedings of Trustees

(1) The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.

(2) Any Trustee may call a meeting of the Trustees.

(3) The secretary must call a meeting of the Trustees if requested to do so by a Trustee

(4) Questions arising at a meeting must be decided by a majority of votes.

(5) In the case of an equality of votes, the person who chairs the meeting shall the casting vote

(6) No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made.

(7) The quorum shall be four or the number nearest to one third of the total number of the Management Committee, whichever is the greater or such larger number as may be decided from time to time by the Trustees

(8) A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote.

(9) If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting.

(10) The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees.

5 Delegation

(1) The Trustees may delegate any of their powers or functions to a committee of two or more Trustees but the terms of any such delegation must be recorded in the minutes.

(2) The Trustees may impose conditions when delegating, including the conditions that the relevant conditions/powers are to be exercised exclusively by the committee to whom they delegate No expenditure may be incurred on behalf of STFL except in accordance with a budget previously agreed with the Management Committee

.

(3) The Trustees may revoke or alter a delegation.

(4) All acts and proceedings of any committees must be fully and promptly reported to the Trustees.

6. Irregularities in Proceedings

(1) All acts done by a meeting of Trustees or of the management committee of shall be valid

notwithstanding the participation in any vote of a Trustee vote of a Trustee: who was

disqualified from holding office or who had previously retired or has been obliged by the

constitution to vacate office

(2) Who was not entitles to vote on the matter, whether by reason of a conflict of interest or

otherwise, if without the vote of that Trustee and the Trustee being counted in the quorum, by

a majority of the Trustees at a quorate meeting

(3) Trustees should not to keep any benefit that may be conferred upon him or her by a resolution of the Management Committee or if the resolution would otherwise be void

(4) STFL in general meetings shall be invalidated by reason of the failure to give to any Trustee

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 of the beneficiaries of STFL

APPENDIX 2 -Meetings

1. Annual General Meetings (AGM)

1) STFL must hold an AGM within twelve months of the date of the adoption of the constitution.

2) An AGM must be held in each subsequent year and not more than fifteen months may elapsebetween successive annual generalmeetings.

3) Every AGM shall be called by the Management Committee. The Secretary shall give at least 30 days’ notice of the AGM to all members of STFL

4) All members of STFL shall be entitled to attend and vote at the AGM

5) Before any other business is transacted at the first AGM the persons present shall appoint a Chairperson of the meeting.

6) The Management Committee shall present to each AGM the report and accounts of STFL for the preceding year.

7) Nominations for election to the Management Committee must be made by paid up members of STFL in writing and must be in the hands of the Secretary of the Management Committee at least 28 days before the AGM

8) Should nominations exceed vacancies, election shall be by ballot

9) Postal votes shall be accepted if received 7days prior to the date of the AGM

2Meetings

STFL will have the following meetings annually:

(1) Management Committee Meetings will be held quarterly and not less than three meetings annually.

(2) Meetings involving members will be held monthly and will hold at least ten meetings but not less than nine meetings annually.

(3) The Management Committee may:

a) Call a special General Meeting at any time.

b) The Management Committee 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.

c) The request must state the nature of the business that is to be discussed. If the Management Committee fail to hold the meeting within 28 days of the request; the members, may proceed to call a special general meeting but in doing so, they must comply with the provision of the Constitution

3. Notice of Meetings

1) The minimum period of notice required to hold any General Meeting of the STFL is fourteen clear days from the date on which the notice is deemed to have been given

2) A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote.

3) 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 an AGM, the notice must say so

4) The notice must be given to all the members and to the Trustees.

4. Quorum

  1. No business shall be transacted at any meeting unless a quorum is present.
  2. A quorum is one third of the membership 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

3. If:

(a) A quorum is not present within half an hour from the time appointed for the meeting;

Or,

(b) During a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the Management Committee shall determine

(c) The Management Committee must reconvene the meeting and must give at least seven clear working days’ notice of the reconvened meeting including the date, time and place of the meeting

(d) If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting, members present at that time shall constitute quorum for that meeting

5 Chair of Meetings

(1) AGM’s shall be chaired by the Director of STFL or person he/she may designate to chair the meeting.

(2) The special General Meeting shall be chaired by a Management Committee member who has been elected as Chair of that meeting.

(3) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Management Committee member nominated by the Management Committee shall chair the meeting.

(4) If that Management Committee member is present and if willing to act, he or she shall chair the meeting.

6. Adjournments

(1) The members present at a meeting may resolve that the meeting shall be adjourned.

(2) The person who is chairing the meeting must decide the date time and place at which the meeting is to be reconvened unless those details are specified in the resolution

(3) 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.

(4) 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 reconvened meeting stating the date time and place of the meeting.

APPENDIX 3. Representatives of Other Bodies.

(1) An organisation may request any person of STFL to represent the organisation at a conference for example

(2) The organisation must give written notice to STFL. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received bySTFL. The nominee may continue to represent the organisation until written notice to the contrary is received by STFL.

(3) Any notice given to STFL will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. STFL shall not be required to consider whether the nominee has been properly appointed by the organisation.

APPENDIX 4 –Other Requirements

1. Minutes, the secretary must keep minutes of all:

(1a) Appointments of Officers and Trustees made by the Trustees

(1) Proceedings at meetings of STFL

(1c) Meetings of the Trustees and Management Committee:

  • the names of the Trustees present at the meeting;
  • the decisions made at the meetings and where appropriate the reasons for the decisions made at the meetings and where appropriate the reasons for the decisions

2. Annual Report and Return and Accounts

(1) The Trustees must comply with their obligations under the Constitution with regard to:

(a) The keeping of accounting records for the organisation;

(b) The preparation of annual statements of account for the organisation;

(c) The transmission of the statements of account to the organisation;

3. Registered Particulars

The Trustees must notify the ???? promptly of any changes to STFL’s entry on the register of ??? of its Trustees.

4. Assets

(1) The Trustees must ensure the title to:

(a) All possessions and assets held by or in trust for STFL

(b) All investments held by or on behalf of STFL is vested either in a corporation entitled to act as custodian trustee or no less than three individuals appointed to them as holding trustees

(c).The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of STFL

(d) The Trustees may remove the holding trustees at any time.

5. Repair and Insurance

The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of STFL (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.

6. Notices

(1) Any notice required by this constitution to be given to or by any person must be in writing; or given using electronic communications.

(2) Notice may be given to a member either personally’ or by sending it by post or using electronic communication

(3) A member who does not register an address with STFL or who registers only a postal

address that is not within the United Kingdom shall if reasonable, receive email communication

(4) A member present in person at any meeting of STFL shall be deemed to have received notice of the meeting and of the purposes for which it was called.

(5) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given

7. Rules and procedures

The Trustees may from time to time make rules or bye-laws for the conduct of their business

1. The bye-laws may regulate the following matters but are not restricted to them:

a. The admission of members of STFL (including the admission of organisations to membership) and the rights and privileges of such members, entrance fees, subscriptions and other fees or payments to be made by members

b. The conduct of members of STFL in relation to one another and STFL sponsors and volunteers

c. STFL in general meetings has the power to alter, add to or repeal the rules or bye-laws

d. The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of STFL

e. The rules or bye-laws shall be binding on all members of STFL

Signatures of Trustees

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