Membership of the charity will be open to all organisations holding a licence
to occupy space provided by the charity, such membership lapsing with the
termination of that licence, and to such other organisations and persons
as the trustees decide.
No organisation or person will become a member unless approved by the trustees.
The trustees will have the power to regulate the admission of members, the
conditions of membership and the terms on which members may have their membership
terminated.
General meetings
The charity will hold an annual general meeting each calendar year. The
annual general meeting will be held at a time and place decided by the trustees.
All general meetings other than annual general meetings will be called
extraordinary general meetings. An extraordinary general meeting may be called
at any time by the trustees and must be called within 28 days of a written
request to the charity from at least five members.
All general meetings will be called by at least 21 days notice. The notice
will specify the time and place of the meeting and the general nature of
the business to be transacted and, in the case of an annual general meeting,
will specify the meeting as such. Notice will be given to all members, all
trustees and the charity’s auditors.
The charity may give notice to a member in writing at a space licenced
to the member by the charity, by email or by post to the member’s UK
registered address or home address and to a trustee or auditor by email or
by post to a UK registered or home address. If any person or organisation
entitled to receive notice of a general meeting fails to do so as a result
of accidental ommission this will not invalidate the proceedings of that
meeting.
Any organisation which is a member may authorise such person as it sees
fit to act as its representative at any general meeting, the person so authorised
being entitled to exercise the same powers on behalf of the organisation
as the organisation could exercise if it were an individual member of the
charity.
No objection will be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is tendered,
and every vote not disallowed at the meeting will be valid. Any objection
made in due time will be referred to the chairperson whose decision will
be final and conclusive.
Business will only be transacted at a general meeting if a quorum is present.
Ten members or one tenth of the membership, whichever is the greater, will
constitute a quorum.
If a quorum is not present within half an hour of the time appointed for
a general meeting, or if during a general meeting a quorum ceases to be present,
or if a meeting at which a quorum is present agrees, the meeting will be
adjourned to a time and place to be determined by the trustees present. When
a meeting is adjourned for 14 days or more, at least 7 days notice must be
given specifying the time and place of the adjourned meeting and the general
nature of the business to be transacted but otherwise it will not be necessary
to give any notice.
The chairperson of the trustees will chair general meetings. If the chairperson
is not present within fifteen minutes of the time appointed for holding a
general meeting or is not willing to chair the meeting, the trustees present
will elect one of their number to chair the meeting. If no trustee is willing
to chair the meeting, or if no trustee is present within fifteen minutes
of the time appointed for holding the meeting, the members present will elect
one of their number to chair the meeting.
A trustee, whether representing a member organisation or not, is entitled
to attend and speak at any general meeting.
At an annual general meeting the members will consider the minutes of
the previous annual general meeting, consider the accounts for the previous
financial year, appoint auditors for the current financial year, appoint
trustees, receive a report on the charity’s activities, and deal with
any other business properly put before the meeting.
A resolution put to the vote of a general meeting will be decided on a
show of hands of members unless before, or on the declaration of the result
of, the show of hands a poll is duly demanded. Subject to the provisions
of the Act, a poll may be demanded by the chairperson or by at least two
members. Unless a poll is duly demanded a declaration by the chairperson
that a resolution has been carried or lost will be conclusive evidence of
the fact.
A poll demanded on the election of a chairperson or on a question of adjournment
will be taken immediately. A poll demanded on any other question will be
taken either immediately or at such time and place as the chairperson directs
but must take place within 30 days of the poll being demanded. The demand
for a poll will not prevent a general meeting carrying out any business other
than the question on which the poll is demanded.
A poll will be taken as the chairperson directs. The demand for a poll
may be withdrawn before the poll is taken with the consent of the chairperson.
The withdrawal of a demand for a poll will not invalidate the result of a
show of hands declared before the demand for a poll was made. No notice need
be given of a poll not taken immediately if the time and place at which it
is to be taken are announced at the meeting at which it is demanded. Otherwise,
at least 7 days notice will be given specifying the time and place at which
the poll is to be taken.
In the case of an equality of votes, whether on a show of hands or on
a poll, the chairperson will be entitled to a casting vote in addition to
any other vote s/he may have.
The procedure followed at general meetings will be decided by the trustees
unless such procedure is regulated by these articles.
Trustees
Subject to the provisions of the Act, the memorandum and these articles
and to any directions given by special resolution, the trustees will exercise
all the powers of the charity. No alteration of the memorandum or these articles
and no such direction will invalidate any prior act of the trustees which
would have been valid if that alteration had not been made or that direction
had not been given.
The number of trustees will be not less than two and not more than nine.
At every annual general meeting one third of the trustees, or the number
nearest to one third, will retire, those who have served longest since their
last appointment or reappointment retiring first and the choice between any
of equal service being made by drawing lots, unless otherwise agreed among
the trustees. A trustee retiring by rotation at a general meeting will, if
willing to act, be deemed to have been reappointed unless at the meeting
it is resolved not to reappoint the trustee or to appoint another person
in his or her place.
Subject to article 20, a person other than a trustee retiring by rotation
may be appointed a trustee with the permission of a general meeting if that
person is at least 18 years of age and is recommended by the trustees or
if, between 14 and 28 days before the date appointed for the general meeting,
written notice is given to the charity by a member of the intention to propose
a person for appointment as a trustee stating the person’s name, address,
date of birth, nationality and occupation together with a written statement
from that person of his or her willingness to become a trustee.
Between 7 and 14 days before the date appointed for a general meeting
notice will be given to all persons and organisations entitled to receive
notice of the meeting of any person other than a trustee retiring by rotation
at the meeting proposed as a trustee. The notice will give the particulars
of that person’s name, address, date of birth, nationality and occupation.
Subject to article 20, the trustees may appoint a person who is willing
to act and who provides the charity with their name, address, date of birth,
nationality and occupation to be a trustee. A trustee so appointed will hold
office only until the next annual general meeting and will not be taken into
account in determining the trustees who are to retire by rotation at that
meeting.
A trustee will cease to be a trustee if s/he becomes incapable by reason
of mental disorder, illness or injury of managing and administering his or
her own affairs; resigns by giving notice to the charity, provided that at
least two trustees remain; or is absent without the permission of the trustees
from all their meetings for a period of six months and the trustees resolve
that the trustee cease to be a trustee.
Whenever a trustee has a personal interest in a matter to be discussed
at a general meeting, board meeting or a committee of trustees the trustee
concerned must declare an interest at or before discussion begins on the
matter, have no vote on the matter and withdraw from the meeting for that
item unless invited to remain.
Board meetings
Subject to the provisions of these articles, the trustees may regulate
their proceedings as they think fit. A trustee may, and the secretary at
the request of a trustee will, call a board meeting. Questions arising at
a board meeting will be decided by a majority of votes of trustees present.
In the case of an equality of votes, the chairperson will have a casting
vote.
The quorum for a board meeting will be one third, or the number nearest
to one third, of the number of trustees or two trustees, whichever is the
greater. 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.
The trustees may appoint one of their number to be chairperson of their
meetings and may at any time remove that person from that office. Unless
unwilling to do so, the trustee so appointed will chair every meeting of
the trustees at which s/he is present. If there is no trustee holding that
office, or if the trustee holding it is not present or is unwilling to chair,
the trustees present will appoint one of their number to chair the meeting.
The trustees may appoint one or more of their number to the office of
treasurer or to any other office of the charity and may remove that person
at any time. Any such appointment will be made on terms decided by the trustees
and will terminate when the person appointed ceases to be a trustee. A trustee
holding the office of chairperson or treasurer will not be subject to retirement
by rotation.
Subject to the provisions of the Act, the trustees will appoint a secretary
who may be removed by them.
The trustees may set up or disband any committee they consider may be
useful provided that all acts and decisions taken by a committee are reported
to the trustees as soon as possible.
The trustees may from time to time make rules they consider necessary
or expedient for the proper conduct of the charity. The members will have
the power to alter, add to or repeal at a general meeting any rules the trustees
make. The trustees will take reasonable steps to bring rules to the notice
of members.
A procedural defect of which the trustees are unaware at the time will
not invalidate decisions taken at a board meeting.
Minutes
The trustees will keep minutes of all general meetings, board meetings
and committees of trustees including the names of the trustees and members
present at each meeting.
Indemnity
Subject to the provisions of the Act, every trustee or other officer or
auditor of the charity will be indemnified out of the assets of the charity
against any liability incurred by him or her in that capacity in defending
any proceedings, whether civil or criminal, in which judgement is given in
his or her favour, or in which s/he is acquitted or in connection with any
application in which relief is granted to him or her by the court from liability
for negligence, default, breach of duty or breach of trustee in relation
to the affairs of the charity.
Interpretation
In these articles ‘the charity’ means Community Base, ‘the
Act’ means the Companies Act 1985, ‘board meeting’ means
meeting of the trustees, ‘the memorandum’ means the memorandum
of association of the charity and ‘the trustees’ means the directors
of the charity.
