A Friends' Group Model Constitution

A Friends’ Group Model Constitution
1. Group title and legal status
The Title is ‘The Friends of ………….’
The legal status is an unincorporated ‘not for profit’ organisation where its Committee
members are responsible for any contracts entered into.
This is a legal correction, maybe, but one that makes the situation clearer in the event of a need to
bid for a Grant.
2. Identified Area of operation
For many this is not required as the ‘Group Title’ identifies the boundary of operation. For
those Groups covering a number of sites, it is essential that these are all identified by name.
3. Stated Aim, or ‘Aims’
These amount to one or two principle areas of purpose, such as:
To work in partnership with LBB, its, Officers and Contractors, to improve and develop
___________ to the benefit of the community, both animal and human
To provide activities for the benefit of the community
Where necessary, to prepare bids to apply for grants to enable this to happen.
These are merely examples up for debate to be honed down to meet the specific needs of the given
Group.
4. Powers of the Association
To set at the AGM the Annual Subscription for the year ahead
To have its own Bank Account in line with the advice of the Bank for Association Accounts
To permit the Committee to enter in to contractual arrangements
To prepare and apply for Grants in support of the stated aims in clause 3
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5. Membership, including ‘Refusal of Membership’ and ‘Honorary Membership
Membership – usually per household of people sharing the ‘aims and objectives’ of the Association
with ‘voting rights’ restricted to one per household.
It is important to state that ‘Membership is open to all who share the ‘Aims’ of the Association, no
matter where they reside
‘Refusal of Membership – often at the discretion of the Committee, but in others, at the discretion of
the Committee as it has become apparent that the household do not share the Association’s Aims.
‘Honorary Membership’ is usually at the gift of the Committee. It implies life-long membership
without subscription. Members should be notified and given the opportunity to object at the next
appropriate meeting. It should only be used in exceptional circumstances.
6. Equal Opportunities statement
This is not essential since the Constitution states that ‘membership is open to all who share its Aims
and Objectives / Objects’, but some Grant donators like to see an ‘Equal Opportunities Policy’, so it is
advisable to have one drafted and ratified by Members at a General Meeting, whether ‘Annual’ or
‘Extraordinary’.
7. Make up of Committee
There needs to be a minimum of 3 Officers – Chair, Secretary and Treasurer.
We are recommending a ‘Vice Chair’ as well so that the Treasurer is NOT a cheque signatory.
There should be other members as well – number of these defined – and the Constitution
should state that the Committee may co-opt other members.
3 is an absolute minimum, but it is advisable to have more.
A maximum number including co-opted members is advisable as well with limit on how many
co-opted members there can be at any given time. This may be as a specific number or as a
proportion of the Committee.
Useful optional committee roles might include – membership, volunteer co-ordinator, events /
fundraising.
8. Nomination and Election of Committee members
The committee shall be elected at the AGM in the following order: chair, secretary, treasurer and xx
other members
Or
The committee shall be elected at the AGM. At its next meeting thereafter the committee shall elect
from its members a chair, secretary and treasurer and any such other positions as agreed.
Which of these is included depends upon the way in which the Group would like to work.
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9. Committee Meeting Quorum
This is essential if any decision taken at a Committee Meeting is to be legally binding.
This should be both an absolute number and a proportion (usually at least a third) of members –
dependent on size of committee – the smaller the lower the number but higher proportion, the
reverse for large committees.
10. Minimum number of meetings per annum
It is advisable for this to be defined, together with the relationship with ‘Partner’s Representatives’ in
relation to Committee Meetings
11. Communication with Members – Newsletters etc.
It is advisable to define how this is to be done and the possible frequency of such contacts. Some
decide to do this after a Committee Meeting, others ‘as and when’ and others, presumably, leave it to
notices.
12. AGM and ‘Extra-ordinary Meetings’ including:
(Voting rights are 1 per household. The Chair may use a second, casting, vote in the event of a tie)
Constitution amendment
These are usually considered at an AGM
They require 21 days notice in writing of the proposed change
Two thirds of those voting needed to agree it.
The Setting of an Annual Subscription
The way in which this is determined, and communicated to members should be identified,
together with the way in which the subscription is to be set each year.
How it is to be paid should be included.
It is also advisable to link the length of time a subscription may remain unpaid to continued
membership of that household.
It is advisable to identify who is responsible for organising its collection and how is it collected
Treasurer’s Finance Reports.
The appointment of an Auditor (professional), or two members, to ‘inspect the accounts’ (if
from Association members should be appointed at the AGM).
It is highly unlikely a professional audit would be needed (the charity commission only
requires this over £250,000)
Committee or Chair’s Report
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13. Financial arrangements, including Banking and the signing of cheques and how
financial obligations may be entered into.
Bank, or Building Society, signatories usually amount to any two from three Committee
Members.
We advise that these signatories do NOT include the Treasurer.
It is also advisable to add a paragraph to the effect that:
‘Nobody may enter into any agreement with a third party that may result in a financial
commitment on behalf of the Association (Group / Organisation) unless a resolution to that
effect has been passed and noted at a Committee Meeting.’
We also advise that the Constitution clearly states that ‘No members of the Association may
be employed by the Association
‘Out of pocket’ expenses may be reimbursed by the Association.
14. Dissolution
This section is vital if there is any chance that the Association may wish to apply for a Grant.
It should read something like:
These are usually considered at an Extra-Ordinary General Meeting
They require 21 days notice in writing of the proposed change
Two thirds of those voting needed to agree it.
If members resolve to dissolve the Association, the Committee will remain in Office
being responsible for the winding up of the Association’s affairs.
All the Association’s assets must be collected in and used to pay for any outstanding
liabilities.
Remaining assets may be used directly for the Objectives of the Association, with the
remainder passing to a voluntary organisation with the same or similar purposes. This
may be agreed at the meeting which agreed to wind up the affairs of the Association
in such a way as is approved by an appropriate external organisation in writing in
advance.
Under no circumstances shall the net assets be paid to, or shared out amongst
members of the Association
The LBB and any body external funding organisation must be provided with accounts
and other documentation as they require.
The circumstances under which the Chair must call an Extra-ordinary Meeting
resolving to dissolve the Association should be defined.
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