Constitution - Radford Semele Parish Council

This is the set of rules which incorporate the terms of the lease when the management committee was set up. It is based on Charity Commission guidance and sets out how we propose to manage the administration of the charity in support of Radford Semele Community Hall & Pavilion.

This Constitution of Radford Semele Community Hall and Pavilion Management Committee as adopted on the 3^rd December 2024

Name.

The charity referred in the lease document as the Foundation shall be Radford Semele Community Hall and Pavilion.
Administration.

Subject to the matters set out below the Radford Semele Community Hall and its property shall be administered and managed in accordance with this constitution by Radford Semele Community Hall & Pavilion Management Committee, constituted by clause 8 of this constitution (“the Management Committee”) shall be the administering trustees for a period of 999 years from 1^st August 1966.

This lease given under covenant by Radford Semele Parish Council to the trustees being Radford Semele Community Hall and Pavilion Management Committee.
Objects.

The Charity’s objects (“the objects”) are:

For the purposes of a community hall, for the use of the inhabitants of the Parish of Radford Semele without distinction of sex, sexual orientation, age, disability, nationality, race, political, religious or other opinions, including the use of the property for meetings, lectures and classes or other forms of recreation and leisure time occupation in the interests of social welfare and with the object of improving the conditions of life for the said inhabitants.
Powers.

The Management Committee jointly and severally covenant with the Parish Council as follows, but not so, as to impose any personal liability upon the Official Custodian for Charities
1. To pay the rent hereby reserved on the days aforesaid
2. To pay all existing and future rates taxes and outgoings payable by law in respect of the premises.
3. To erect and maintain at their own cost, any buildings on the premises subject to approval by the Parish Council as required for use as a Community Hall and Pavilion.
4. Not to erect or maintain or improve any buildings on the premises without the written consent of the Parish Council.
5. To keep the premises and any buildings erected on the premises in good and tenantable repair.
6. To permit the Parish Council and any person(s) authorised by the Parish Council, at all reasonable times to enter and examine the condition of the premises and any buildings erected on the premises and to carry out any repairs reasonably required by the Parish Council.
7. To insure and keep insured the buildings erected on the premises from loss or damage by fire to the full value thereof to be agreed between the two parties.
8. Not to permit or suffer anything on the premises or any buildings erected on the premises to become a nuisance or annoyance or cause damage of inconvenience to the Parish Council or owners or occupiers of any neighbouring land or premises.
9. Not to assign or underlet or part with any possessions of the premises without the previous consent in writing by the Parish Council (given under the hand of the clerk) such consent not to be unreasonably withheld in the case of any suitable body or persons who are able to satisfy the Parish Council that the premises shall continue to be used for the purpose of a Community Hall and Pavilion and no other purpose.
  
  In furtherance of the objects but not otherwise, the Management Committee may exercise the following powers:
10. Raise funds and invite and receive contributions by way of rent, subscription, donation and otherwise.
11. Recruit suitable volunteers and staff as are required to achieve the objects.
12. Do all other such lawful things as shall further the objects.
Honorary Officers.

At the annual general meeting of the Management Committee the members shall elect from amongst themselves a chair, a vice-chair, a secretary, and a treasurer, who shall hold office from the conclusion of that meeting.
Management Committee.
1. The Management Committee shall consist of not less than 5 members nor more than 15 members being any or all of the following:
  1. not less than 5 (who must include the honorary officers specified in the preceding clause) and not more than 12 members elected at the annual general meeting who shall hold office from the conclusion of that meeting.
  2. up to 3 nominated members may be appointed from other appropriate bodies subject to agreement between these bodies and the elected members of the Management Committee.
  3. The Management Committee may in addition appoint not more than 3 co-opted members but so that no one may be appointed as a co-opted member if, as a result, more than one third of the members of the Management Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Management Committee called under clause 10(1) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
2. All the members of the Management Committee shall retire from office together at the end of the next annual general meeting after the date on which they came into office, but they may be re-elected or re-appointed.
  1. The proceedings of the Management Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
  2. Nobody shall be appointed as a member of the Management Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
  3. No person shall be entitled to act as a member of the Management Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Management Committee a declaration of acceptance and of willingness to act in the trusts of the Radford Semele Community Hall.
Determination of Membership of Management Committee.

A member of the Management Committee shall cease to hold office if he or she
1. is disqualified from acting as a member of the Management Committee by virtue of section 72 of the Charities Act 1993 (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 the permission of the Management Committee from all their meetings held within a period of six months and the Management Committee resolve that his or her office be vacated, or
4. notifies to the Management Committee a wish to resign (but only if at least three members of the Management Committee will remain in office when the notice of resignation is to take effect).
Management Committee Members not to be personally interested.
1. Subject to the provisions of sub-clause (2) of this clause; no member of the Management Committee shall acquire any interest in property belonging to the Radford Semele Community Hall (otherwise than as a trustee for the Radford Semele Community Hall) or receive remuneration or be interested (otherwise than as a member of the Management Committee) in any contract entered into by Management Committee.
2. Any member of the Management Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Management Committee to act in a professional capacity on behalf of the Radford Semele Community Hall: Provided that at no time shall a majority of the members of the Management Committee benefit under this provision and that a member of the Management Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
Meetings and proceedings of the Management Committee.
1. The Management Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chair or by any two members of the Management Committee upon not less than 4 days’ notice being given to the other members of the Management 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 chair, or in his/her absence the vice-chair, shall act as chair at meetings of the Management Committee. If the chair and vice-chair are absent from any meeting, the members of the Management Committee present shall choose one of their number to be chair of the meeting before any other business is transacted.
3. There shall be a quorum when at least one third of the number of members of the Management Committee of which must include two ex-offico members.
4. Every matter shall be determined by a majority of votes of the members of the Management Committee present and voting on the question but in the case of equality of votes the chair of the meeting shall have a second or casting vote.
5. The Management Committee shall keep minutes, of the proceedings at meetings of the Management Committee and any sub-committee.
6. The Management 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 is inconsistent with this constitution.
7. The Management Committee may appoint one or more sub-committees consisting of three or more members of the Management Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Management Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Management Committee.
Receipts and expenditure.
1. The funds of the Radford Semele Community Hall, including all donations contributions and bequests, shall be paid into an account operated by the Management Committee in the name of the Radford Semele Community Hall at such bank as the Management Committee shall from time to time decide. All cheques drawn on the account, or electronic payments from the bank account must he signed or authorised by at least two members of the Management Committee.
2. The funds belonging to the Radford Semele Community Hall shall he applied only in furthering the objects.
3. Expenditure of the Radford Semele Community Hall is monitored by the Management Committee as follows: -
  1. Ongoing Radford Semele Community Hall costs e.g., insurance, electricity, gas, bookkeeping, essential urgent repairs, etc to be approved at the subsequent Monthly Management Committee meeting.
  2. Discretionary Expenditure (above £50) requires prior authorisation by the Management Committee.
Property.
1. Subject to the provisions of sub-clause (11.2) of this clause, the Management Committee shall cause the title to:
  1. all investments held by or on behalf of the Radford Semele Community Hall.
  2. be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may he removed by the Management Committee at their pleasure and shall act in accordance with the lawful directions of the Management Committee. Provided they act only in accordance with the lawful directions of the Management Committee, the holding trustees shall not be liable for the acts and defaults of its members.
2. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Radford Semele Community Hall, the Management Committee may permit any investments held by or in trust for the Radford Semele Community Hall to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Management Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
Accounts.

The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
1. the keeping of accounting records for the Radford Semele Community Hall.
2. the preparation of annual statements of account for the Radford Semele Community Hall.
3. the auditing or independent examination of the statements of account of the Radford Semele Community Hall; and
4. the transmission of the statements of account of the Radford Semele Community Hall to the Commission.
Annual Report.

The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
Annual Return.

The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission.
Annual General Meeting.
1. There shall be an annual general meeting of the Radford Semele Community Hall which shall be held at a time to be determined by the Management Committee not more than 12 months after the adoption of this Constitution and in the same month of each subsequent year or as soon as practicable thereafter.
2. Every annual general meeting shall be called by the Management Committee. The secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the Radford Semele Community Hall. All the members of the Radford Semele Community Hall shall be entitled to attend and vote at the meeting.
3. Before any other business is transacted at the first annual general meeting the persons present shall appoint a chair of the meeting. The chair shall be the chair of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chair of the meeting.
4. The Management Committee shall present to each annual general meeting the report and accounts of the Radford Semele Community Hall for the preceding year.
5. Nominations for election to the Management Committee must be made by members of the Radford Semele Community Hall in writing and must be in the hands of the secretary of the Management Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.
Special General Meetings.

The Management Committee may call a special general meeting of the Radford Semele Community Hall at any time. If at least ten 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 must state the business to be discussed.
Procedure at General Meetings.
1. The secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every general meeting of the Radford Semele Community Hall Management Committee.
2. There shall be a quorum when at least half the members of the Radford Semele Community Hall are present at any general meeting.
Notices.

Any notice required to be served on any member of Radford Semele Community Hall shall be in writing and shall be served by the secretary or the Management 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 shall be deemed to have been received within 10 days of posting.
Alterations to the 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. No amendment may be made to clause 1 (the name of Radford Semele Community Hall clause), clause 3 (the objects clause), clause 10 (Management Committee members not to be personally interested clause), clause 20 (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
3. No amendment may be made which would have the effect of making the Radford Semele Community Hall cease to be a Radford Semele Community Hall at law.
4. The Management Committee should promptly send to the Commission a copy of any amendment made under this clause.
Dissolution.

If the Management Committee decides that it is necessary or advisable to dissolve the Radford Semele Community Hall it shall call a meeting of all members of the Radford Semele Community Hall and Parish Council, 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 Management Committee shall have power to realise any assets held by or on behalf of the Radford Semele Community Hall subject to agreement with Radford Semele Parish Council.

Any assets remaining after the satisfaction of any proper debts and liabilities shall be returned back to Radford Semele Parish Council.

A copy of the statement of accounts, or account and statement, for the final accounting period of the Radford Semele Community Hall must be sent to the Commission.