Constitution:  Draft amended by Rachel Spencer 22/11/2011​ Adopted on March 2011.

 

A. NAME:  The Sudanese Community (Society) in Reading.​

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B. ADMINISTRATION:  ​
Subject to the matters set and its property shall be administered  and managed in accordance with this constitution by the  members  of the Executive Committee, Constituted by Clause F of  the  Constitution (“The Executive Committee”).​

 

C. OBJECTIVES:​

The Society’s objects are:​

(1) To bring together all people from Sudan living in Reading for the purpose of mutual support and assistance.  
(2) To organize cultural, educational and social events, classes and activities to meet the needs and improve the quality of life of all members. To recognize and celebrate the many different faiths followed by the people from Sudan.
(3) To familiarize the British people with Sudanese culture.
(4) To help Sudanese refugees as and when the need arises.
(5) To establish contact with all groups and agencies involved in the provision of services, aid and assistance to Sudanese people in the UK.​

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D. POWERS: ​

In furtherance of the objects but not otherwise the Executive  Committee may exercise the following powers:​

(1) To establish, or secure the establishment of a Community Center (“the Center”) and to maintain and manage the same (wether alone or in co-operation with any local authority or other person or body) in furtherance of the above objects.​

(2) Power to raise funds provided that in raising funds there will not be any substantial permanent trading activities and that any activities to conform to the requirements of the law.
(3) Power to buy or lease any property necessary for the achievement of the objects and to maintain and equip it for use.​

(4) Power to borrow money and to change all or any part of the property of the Society with repayment of the money so borrowed.​

(5) Power to employ staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all necessary provision for payment of staff.​

(6) Power to co-operate with other organizations in furtherance of the objects and to exchange information and advice with them.​

(7) Power to do all lawful things, which are necessary for the achievement of the objects.​

(8) Power to establish or support any charitable trusts, association or institutions formed for all or any of the objects.​

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E. MEMBERSHIP:​

(1) Membership to the society shall be open to any person over the age of 18 years interested in furthering the objectives and who has paid the annual subscription laid down from time to time by the Executive Committee​

(2) Every member will have one vote.​

(3) The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual - provided that the individual concerned shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

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F. HONORARY OFFICERS:

At the annual general meeting of the society the members shall elect from amongst themselves a maximum of 11 Executive Committee members, who shall hold office from the conclusion of the meeting.

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G. EXECUTIVE COMMITTEE:

(1) The Executive Committee shall consist of not less than 3 members and not more than 11.​
(2) The Executive Committee will be elected at the annual General meeting (AGM).​
(3) Should vacancies arise; the Executive Committee will be able to recruit new members.​
(4) All Executive Committee members shall resign at the AGM but they can be re-elected or re-appointed.​

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H. TERMINATION OF MEMBERSHIP OF THE EXECUTIVE COMMITTEE:

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

(1) Is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1992 or any statutory re-enactment or modification of that provision
(2) Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs.
(3) Is absent without permission from all executive committee meetings held within a period of 6 months.
(4) Notifies the Executive Committee of his or her wish to resign.

 

I. EXECUTIVE COMMITTEE MEMBERS NOT TO BE  PERSONALLY  INTERESTED:​
(1) No member of the Executive Committee shall acquire any interest in property belonging to the Society, otherwise than as a Trustee of the Society, or receive remuneration or be interested, otherwise as a member of the Executive Committee, in any contract entered into by the Executive Committee.

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J. MEETING AND PROCEEDINGS OF THE EXECUTIVE  COMMITTEE:

(1) The Executive Committee shall hold at least 4 meetings each year. A special Executive Committee meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days notice being given to the other members of the Executive Committee of the matters to be discussed, but if the matters include an appointment of a co-opted member then not less than 21 days notice must be given.​
(2) The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the deputy chairman or any one chosen by the members of the Executive Committee present will be chairman of the meeting before any other business is transacted.​
(3) There shall be a quorum when at least half of the number of members of the Executive Committee for the time being are present at a meeting.​
(4) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.​
(5) The Executive Committee shall keep minutes, in books kept for the purpose of the proceedings at meetings of the Executive Committee and any sub-committee.​
(6)  The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which inconsistent with this constitution.​
(7) The Executive Committee may appoint one or more sub-committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provident that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Executive Committee.

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K. RECEIPTS AND EXPENDITURE:

(1) The funds of the Society, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Society at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.​
(2) The funds belonging to the Society shall be applied only in furthering the objects.

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L. PROPERTY:

(1) subject to the provision of sub-clause ​

(2) of this clause, the Executive Committee shall cause the ​title to:​​

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(a) All land held by or in trust for the Society which is not vested in the Official Custodian for Charities; and​
(b) All investments held by or on behalf of the Society; to be vested either in a corporation entitled to act as custodian trustee or not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with lawful directions of the Executive Committee. Provided they act only in accordance with the lawful.​​
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(2) If a corporation entitles to act as custodian trustee has not been appointed to hold the property of the society, the Executive Committee may permit any investments held by or in trust for the Society to be held in the name of a clearing bank, trust corporation or any stock-broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock-broking company) as a nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

 

M.  ACCOUNTS:

The Executive Committee shall comply with their obligations  under the Charities Act 1993 (or any statutory re-enactment or  modification of that Act) with regards:​

(1) The keeping of accounting records for the society;
(2) The preparation of annual statements of account for the society;
(3) The auditing or independent examination of the statements of account of the Society; and
(4) The transmission of the statements or account of the Society to the commission when it is registered.​

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N. ANNUAL REPORT:​
The Executive Committee shall comply with their obligations  under the Charities Act 1993 (or any statutory re-enactment or  modification of that Act) with regards to the preparation of an  annual report and its transmission to the commission when it is registered and to the AGM.

 

O. ANNUAL RETURN:​
The Executive Committee shall comply with their obligations  under the Charities Act 1993 (or any statutory re-enactment or  modification of that Act) with regards to the preparation of an  annual return and its transmission to the commission when it is registered and to the AGM.​

P. ANNUAL GENERAL MEETING:

Once in each calendar year, an Annual General Meeting of the  Society shall be held at such a time and place, as the Executive  Committee shall determine, being not more than fifteen months  after the adoption of this constitution and thereafter the holding  of  the proceeding Annual General Meeting. At least 21 clear days  notice shall be posted in a conspicuous place in the area of benefit  and or advertised in a newspaper circulating in the area of benefit.​

The business of the Annual General Meeting shall be:

(1) Before any other business is transacted at the first annual general meeting, the members present shall appoint a chairman of the meeting. The chairman shall be the chairman of the subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the members present shall appoint a chairman of the meeting;​
(2) To receive the Annual Report of the Executive Committee, which shall incorporate the accounts of the Association referred to below, and gives account of the work of the Society and its activities during the preceding year;​
(3) To receive the account of the Society for the preceding financial year;​
(4) To elect the officers of the society;​
(5) To note the names of the persons appointed/elected to serve as members of the Executive Committee;​
(6) To elect representatives of the membership to serve on the Executive Committee;​
(7) To appoint one or more qualified auditors or independent examiners for the coming year to audit or examine the accounts of the Society in accordance with the Charities Act 1993 or any statutory modification or re-enactment of that Act​
(8) To consider and vote on any proposal to alter this constitution in accordance with clause S of the constitution;​
(9) To consider any other business of which due notice has been given.​

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Q. SPECIAL GENERAL MEETING:

The Executive Committee may call a special general meeting of  the society at any time. If at least 10 members request such a  meeting in writing stating the business to be considered, the  secretary shall call such a meeting. At least 21 days notice must be  given. The Notice shall state the business to be discussed.

R. PROCEDURE AT GENERAL MEETINGS:

(1) The secretary or someone specially appointed by the executive committee shall keep a full record of the proceedings.​
(2) There shall be a quorum of at least one third of the membership or 20 members; whichever is the least, at General Meetings.​
(3) If no quorum is attained a second meeting will be held after one week and any number of members attending will form a quorum.

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S. NOTICES:​
Any notice required to be served on any member of the Society  shall be served by the secretary or the Executive Committee on  any member either personally or by sending it through the post in  a prepaid letter addressed to such member at his or her last  known address in the United Kingdom, and any letter so sent will  be deemed to have been received within 10 days of posting.

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T. ALTERATION TO CONSTITUTION:

(1) Subject to the following provisions of this clause the constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
(2) Once registered no amendment may be made to clause (the name of charity clause), clause (the objects clause), clause (Executive members not to be personally interested clause), clause (the dissolution clause) or this clause without prior consent in writing of the commissioners
(3) No amendment may be made which would have the effect of making the Society cease to be a Charity at law.
(4) The Executive Committee should promptly send to the Commission, when it is registered, a copy of any amendment made under this clause.

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U. DISSOLUTION:

If the Executive Committee decides that it is necessary or  advisable to dissolve the Charity it shall call a meeting of all  members of the Charity, of which not less than 21 days notice  (stating the  terms of the resolution to be proposed) shall be given.  If the  proposal is confirmed by a two-thirds majority of those  present and voting, the Executive Committee shall have power to  realize any assets held by or on behalf of the Charity. 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 Charity as  the members may determine or shall be applied for some other Charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.