The Swallows Charity Constitution Draft Update 2024

The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
Constitution of “The Swallows Head and Neck Cancer Support Group”
Registered Charity Number: 1149794
(Approved by The Swallows on Date to be confirmed)
1. NAME
1.1 The name of the Charity shall be “The Swallows Head and Neck Cancer Support Group”.
2. DEFINITION
2.1 The group is known as “The Swallows” because of the difficulty a lot of people have with swallowing.
The Swallows was formed by cancer patients to help and support fellow sufferers and their caregivers.
2.2.1 All references to “The Swallows Head and Neck Cancer Support Group” in this Constitution will
refer to them as “The Swallows”
3. OBJECTS
3.1 To provide the relief of people affected by head and neck cancer throughout the UK and other countries
and in particular to relieve patients and former patients of the ear, nose and throat department (ENT)
of the Blackpool Victoria hospital who are sick convalescent or in any way disabled and to generally
support the charitable work of the said hospital.
3.1.1 To provide awareness, support and education to health professionals, patients and former patients,
caregivers and the public about head and neck cancer within the UK and other countries.
3.2 To provide awareness, support and education to Health Professionals, patients and former patients,
caregivers and the public about head and neck cancer within the UK and other countries.
4. ACTIVITIES AND POWERS
4.1 The Swallows shall have the following powers:
4.1.1 To gather and disseminate details of the treatment, help and support needed for fellow sufferers and
their caregivers at the start of their journey by means of a leaflet - presently entitled The Swallows Head
and Neck Cancer Support Group - Support for all affected by this type of cancer - and by other special
publications.
4.1.2 To give advice on locating reliable literature, information, and locally available resources for this type of
cancer.
4.1.3 To provide one to one or group support for fellow sufferers of this type of cancer and their caregivers.
4.1.4 To provide links to other groups in different locations and to recommend trusted websites related to
this type of cancer.
4.1.5 To promote research and raise awareness of this type of cancer locally, nationally, and
internationally.
4.1.6 To organise and hold meetings, conferences, shows, and events for people affected by this type of
cancer and other interested parties.
4.1.7 To award grants for travel, study or scientific/educational purposes related to this type of cancer.
4.1.8 To publish or distribute appropriate information relating to this type of cancer.
4.1.9 To promote awareness of this type of cancer locally, nationally, and internationally.
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The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
4.1.10 To raise funds (but not by means of taxable trading).
4.1.11 To borrow money and give security for loans (but only in accordance with the restrictions imposed by
the Charities Act 2006).
4.1.12 To acquire or hire property of any kind and to let or dispose of property of any kind (but only in
accordance with the restrictions imposed by the Charities Act 2006).
4.1.13 To set aside funds for special purposes or as reserves against future expenditure.
4.1.14 To deposit or invest funds in any lawful manner.
4.1.15 To insure the Swallows' property against any foreseeable risk and to take out any insurance
policies to protect the Swallows where required.
4.1.16 To employ paid or unpaid agents, staff or advisers.
4.1.17 To enter contracts to provide services to or on behalf of other bodies.
4.1.18 To pay the costs of forming or amending the structure of the Swallows.
4.1.19 To do anything else within the law which promotes or helps to promote the Objects and that shall be
consistent with the purpose for which the Swallows is constituted.
5. MEMBERSHIP
5.1 The members of The Swallows shall be its charity trustees for the time being, referred to in this
Constitution as "the trustees". The only persons eligible to be members of The Swallows are its
trustees. Membership cannot be transferred to anyone else.
5.2 Any trustee who ceases to be a trustee automatically ceases to be a member of The Swallows.
6. INFORMAL OR ASSOCIATE (NON-VOTING) MEMBERSHIP
6.1 The trustees may create associate or other classes of non-voting membership and may
determine the rights and obligations of any such members, and the conditions for admission
to, and termination of membership of any such class of members.
6.2 Other references in this constitution to “members” and “membership” do not apply to nonvoting
members, and non-voting members do not qualify as members for any purpose under
the Charities Acts, General Regulations or Dissolution Regulations.
7. FUNCTIONS AND DUTIES OF THE TRUSTEES
7.1 The Board of Trustees have management control of the Swallows and its property and funds.
7.2 The trustees shall manage the affairs of the Swallows and may for that purpose exercise all the
powers of the Swallows. It is the duty of each charity trustee:
a. to exercise his or her powers and to perform his or her functions in his or her capacity as a
trustee of the Swallows in the way he or she decides in good faith would be most likely to further
the purposes of the Swallows and to exercise, in the performance of those functions, such care and
skill as is reasonable in the circumstances having regard to:
b. any special knowledge or experience that he or she has or holds himself or herself out as having;
and,
c. if he or she acts as a trustee of the Swallows during a business or profession, to any special
knowledge or experience that it is reasonable to expect of a person acting in the course of
that kind of business or profession.
7.3 The Board of Trustees shall consist of the Chairperson, Treasurer, and the other Elected Officers (but not
paid employees) of the Swallows.
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The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
7.4 The Board of Trustees shall have the power to co-opt additional members as they consider fit. Such coopted
members shall at no time exceed three in number and shall serve until the next Annual General
Meeting.
8. ELIGIBILITY FOR TRUSTEESHIP
8.1 Every trustee must be a natural person and must be 18 years of age or over.
8.2 No individual may be appointed as a trustee of the Swallows if he or she is under the age of 18 years; or if
he or she would automatically cease to hold office.
8.3 No one is entitled to act as a trustee whether on appointment or on any re-appointment until he or she
has expressly acknowledged, in whatever way the trustees decide, his or her acceptance of the office
of charity trustee.
9. NUMBER OF TRUSTEES
9.1 There must be at least three trustees. If the number falls below this minimum, the remaining trustee
or trustees may act only to call a meeting of the trustees or appoint a new trustee.
10. APPOINTMENT OF TRUSTEES
10.1 Apart from the first trustees, every trustee must be appointed for a term of one year by a resolution
passed at a properly convened meeting of the trustees.
10.2 In selecting individuals for appointment as trustees, the trustees must have regard to the skills,
knowledge and experience needed for the effective administration of the Swallows.
10.3 A retiring trustee is entitled to an indemnity from the continuing Board of Trustees, at the expense of
the Swallows, in respect of any liabilities properly incurred while he or she held office.
10.4 Technical defects in the appointment of a trustee, of which the Board of Trustees was unaware at the
time, does not invalidate decisions taken at a meeting.
11. TAKING OF DECISIONS BY TRUSTEES
Any decision may be taken either:
11.1 at a meeting of the trustees; or
11.2 By resolution in writing or electronic form agreed by a majority of all of the trustees, which may
comprise either a single document or several documents containing the text of the resolution in
like form to which the majority of all of the trustees has signified their agreement. Such a
resolution shall be effective provided that a copy of the proposed resolution has been sent, at or as
near as reasonably practicable to the same time, to all of the trustees; and the majority of all of
the trustees has signified agreement to the resolution in a document or documents which has or
have been authenticated by their signature, by a statement of their identity accompanying the
document or documents, or in such other manner as the trustees have previously resolved, and
delivered to the Swallows at its principal office or such other place as the trustees may resolve within
28 days of the circulation date.
12. APPLICATION OF INCOME AND PROPERTY
12.1 The income and property of the Swallows must be applied solely towards the promotion of the
objects.
12.2 A trustee is entitled to be reimbursed from the property of the Swallows or may pay out of such
property reasonable expenses properly incurred by him or her when acting on behalf of the
Swallows.
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The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
12.3.1 A trustee may benefit from trustee indemnity insurance cover purchased at the Swallows' expense in
accordance with, and subject to the conditions in, section 189 of the Charities Act 2011
12.3.2 None of the income or property of the Swallows may be paid or transferred directly or indirectly by
way of dividend, bonus or otherwise by way of profit to any member of the Swallows.
12.3.3 Nothing in this clause shall prevent a trustee or connected person receiving any benefit or
payment which is properly authorised.
13. BENEFITS AND PAYMENTS TO TRUSTEES AND CONNECTED PERSONS
13.1 GENERAL PROVISIONS
No trustee or connected person may:
a. buy or receive any goods or services from the Swallows on terms preferential to those
applicable to members of the public.
b. sell goods, services, or any interest in land to the Swallows.
c. be employed by, or receive any remuneration from, the Swallows.
d. receive any other financial benefit from the Swallows unless the payment or benefit is
permitted by sub-clause (2) of this clause or authorised by the court or the prior written
consent of the Swallows Commission (“the Commission”) has been obtained. In this clause, a
“financial benefit” means a benefit, direct or indirect, which is either money or has a monetary
value.
13.2 SCOPE AND POWERS PERMITTING TRUSTEES’ OR CONNECTED PERSONS’ BENEFITS
13.2.1 A trustee or connected person may receive a benefit from the Swallows as a beneficiary of the
Swallows provided that a majority of the trustees do not benefit in this way.
13.2.2 A trustee or connected person may enter into a contract for the supply of services, or of goods that
are supplied in connection with the provision of services, to the Swallows where that is permitted
in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.
13.2.3 A trustee or connected person may provide the Swallows with goods that are not supplied in
connection with services provided to the Swallows by the trustee or connected person.
13.3.4 A trustee or connected person may receive interest on money lent to the Swallows at a reasonable and
proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
13.2.5 A trustee or connected person may receive rent for premises let by the trustee or connected person to
the Swallows. The amount of the rent and the other terms of the lease must be reasonable and proper.
The trustee concerned must withdraw from any meeting at which such a proposal or the rent or other
terms of the lease are under discussion.
13.2.6 A trustee or connected person may take part in the normal trading and fundraising activities of the
Swallows on the same terms as members of the public.
14. PAYMENT FOR SUPPLY OF GOODS ONLY – CONTROLS
14.1 The amount or maximum amount of the payment for the goods is set out in a written agreement
between the Swallows and the trustee or connected person supplying the goods (“the supplier”).
14.2 The amount or maximum amount of the payment for the goods does not exceed what is
reasonable in the circumstances for the supply of the goods in question.
14.3 The other trustees are satisfied that it is in the best interests of the Swallows to contract with the
supplier rather than with someone who is not a trustee or connected person. In reaching that
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The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
decision the trustees must balance the advantage of contracting with a trustee or connected
person against the disadvantages of doing so.
14.4 The supplier is absent from the part of any meeting at which there is discussion of the proposal to
enter into a contract or arrangement with him or her or it with regard to the supply of goods to
the Swallows.
14.5 The supplier does not vote on any such matter and is not to be counted when calculating whether
a quorum of trustees is present at the meeting.
14.6 The reason for their decision is recorded by the charity trustees in the minute book.
14.7 A majority of the trustees then in office are not in receipt of authorised remuneration or
payments.
In this clause:
a. “The Swallows” includes any company in which the Swallows:
holds more than 50% of the shares; or controls more than 50% of the voting rights attached to the
shares; or has the right to appoint one or more directors to the board of the company.
b. “Connected person” includes any person within the definition set out in this Constitution
(Interpretation)
15. CONFLICTS OF INTEREST AND CONFLICTS OF LOYALTY
A trustee must:
15.1 declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed
transaction or arrangement with the Swallows or in any transaction or arrangement entered into by
the Swallows which has not previously been declared; and
15.2 absent himself or herself from any discussions of the trustees in which it is possible that a conflict of
interest will arise between his or her duty to act solely in the interests of the Swallows and any personal
interest (including but not limited to any financial interest).
15.3 Any trustee absenting himself or herself from any discussions in accordance with this clause must not
vote or be counted as part of the quorum in any decision of the Swallows.
16. LIABILITY OF MEMBERS TO CONTRIBUTE TO THE ASSETS OF THE SWALLOWS IF IT IS WOUND UP
16.1 If the Swallows is wound up, the members of the Swallows have no liability to contribute to its assets
and no personal responsibility for settling its debts and liabilities.
17. NOMINATED TRUSTEE[S]
17.1 The Swallows (“the appointing body”) may appoint trustees.
17.2 Any appointment must be made at a meeting held according to the ordinary practice of the
appointing body.
17.3 Each appointment must be for a term of one year.
17.4 The appointment will be effective from the later of:
a. the date of the vacancy; and
b. the date on which the trustees or their secretary or clerk are informed of the appointment.
17.5 The person appointed need not be a member of the appointing body.
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The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
17.6 A trustee appointed by the appointing body has the same duty as the other charity trustees to act in
the way he or she decides in good faith would be most likely to further the purposes of the Swallows.
18. INFORMATION FOR NEW TRUSTEES
a. The trustees will make available to each new trustee, on or before his or her first appointment:
b. a copy of the current version of this Constitution; and
c. a copy of the Swallows latest Trustees’ Annual Report and statement of accounts.
19. RETIREMENT AND REMOVAL OF TRUSTEES
19.1 A trustee ceases to hold office if he or she:
19.2 retires by notifying the Swallows in writing (but only if enough trustees will remain in office when the
notice of resignation takes effect to form a quorum for meetings).
19.3 is absent without the permission of the trustees from all their meetings held within a period of six
months and the trustees resolve that his or her office be vacated.
19.4 dies
19.5 in the written opinion, given to the company, of a registered medical practitioner treating that
person, has become physically or mentally incapable of acting as a director and may remain so for
more than three months.
19.6 is disqualified from acting as a charity trustee by virtue of sections 178-180 of the Charities Act 2011
(or any statutory re-enactment or modification of that provision).
19.7 Any person retiring as a trustee is eligible for reappointment.
20. DELEGATION BY TRUSTEES
20.1 The trustees may delegate any of their powers or functions to a committee or committees, and, if
they do, they shall determine the terms and conditions on which the delegation is made. The
trustees may at any time alter those terms and conditions or revoke the delegation.
20.2 This power is in addition to the power of delegation in the General Regulations and any other power of
delegation available to the charity trustees, but is subject to the following requirements:
a. a committee may consist of two or more persons, but at least one member of each
committee must be a trustee.
b. the acts and proceedings of any committee must be brought to the attention of the trustees as
soon as is reasonably practicable; and
c. the trustees shall from time to time review the arrangements which they have made for the
delegation of their powers.
21. MEETINGS OF TRUSTEES
CALLING MEETINGS
21.1 Any trustee may call a meeting of the trustees.
21.2 Subject to that, the trustees shall decide how their meetings are to be called, and what notice is
required.
21.3 There shall be at least two meetings of the trustees each year.
CHAIRING OF MEETINGS
21.4 The trustees may appoint one of their number to chair their meetings and may at any time revoke such
appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is
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The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
not present within 10 minutes after the time of the meeting, the trustees present may appoint one
of their number to chair that meeting.
PROCEDURE AT MEETINGS
21.5 No decision shall be taken at a meeting unless a quorum is present at the time when the decision is
taken. The quorum is two trustees, or the number nearest to one third of the total number of trustees,
whichever is greater, or such larger number as the trustees may decide from time to time. A trustee
shall not be counted in the quorum present when any decision is made about a matter upon which he
or she is not entitled to vote.
21.6 Questions arising at a meeting shall be decided by a majority of those eligible to vote. In the case of
an equality of votes, the person who chairs the meeting shall have a second or casting vote.
PARTICIPATION IN MEETINGS BY ELECTRONIC MEANS
21.7 A meeting may be held by suitable electronic means agreed by the trustees in which each participant
may communicate with all the other participants.
21.8 Any trustee participating at a meeting by suitable electronic means agreed by the trustees in which
a participant or participants may communicate with all the other participants shall qualify as being
present at the meeting.
21.9 Meetings held by electronic means must comply with rules for meetings, including chairing and the
taking of minutes.
22. DECISIONS WHICH MUST BE MADE BY THE MEMBERS OF THE CHARITY
22.1 Any decision to:
a. amend the constitution of the Charity.
b. amalgamate the Charity with, or transfer its undertaking to, one or more other Charity, in
accordance with the Charities Act 2011; or
c. wind up or dissolve the Charity (including transferring its business to any other charity).
d. must be made by a resolution of the members of the Charity rather than a resolution of the
trustees.
22.2 Decisions of the members may be made either:
a. by resolution at a general meeting; or
b. by resolution in writing, in accordance with sub-clause (4) of this clause.
22.3 Any decision specified in sub-clause (1) of this clause must be made in accordance with the
provisions of clause [35]
(Amendment of constitution), clause [36] (Voluntary winding up or dissolution), or the provisions of
the Charities Act 2011, the General Regulations or the Dissolution Regulations as applicable. Those
provisions require the resolution to be agreed by a 75% majority of those members voting at a general
meeting or agreed by all members in writing.
22.4 Except where a resolution in writing must be agreed by all the members, such a resolution may be agreed
by a simple majority of all the members who are entitled to vote on it. Such a resolution shall be effective
provided that:
a. a copy of the proposed resolution has been sent to all the members eligible to vote; and the
required majority of members has signified its agreement to the resolution in a document or
documents which are received at the principal office within the period of 28 days beginning with
the circulation date. The document signifying a member’s agreement must be authenticated by
their signature, by a statement of their identity accompanying the document, or in such other
manner as the Charity has specified.
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The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
22.5 The resolution in writing may comprise several copies to which one or more members has signified their
agreement. Eligibility to vote on the resolution is limited to members who are members of the Swallows
on the date when the proposal is first circulated.
23. GENERAL MEETINGS OF MEMBERS
CALLING OF GENERAL MEETINGS OF MEMBERS
23.1 The trustees may designate any of their meetings as a general meeting of the members of the Swallows.
The purpose of such a meeting is to discharge any business which must by law be discharged by a
resolution of the members of the Swallows.
NOTICE OF GENERAL MEETINGS OF MEMBERS
23.2 The minimum period of notice required to hold a general
meeting of the members of the Swallows is 14 days.
23.3 Except where a specified period of notice is strictly required by another clause in this constitution, by
the Charities Act 2011 or by the General Regulations, a general meeting may be called by shorter notice
if it is so agreed by a majority of the members of the Swallows.
23.4 Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an
electronic form of notice was properly addressed and sent, shall be conclusive evidence that the
notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
PROCEDURE AT GENERAL MEETINGS
23.5 The provisions governing the chairing of meetings, procedure at meetings and participation in meetings
by electronic means apply to any general meeting of the members, with all references to trustees to be
taken as references to members.
AT AN ANNUAL GENERAL MEETING THE MEMBERS SHALL:
23.6 Receive the accounts of the Swallows for the previous financial year.
23.7 Receive the report of the Trustees on the Swallows activities since the previous Annual General Meeting.
23.8 Appoint a Chairperson, Treasurer and other Officers as the Trustee Board shall recommend.
23.9 The Chairperson shall serve for one year and shall be eligible for re-election in subsequent years.
23.10 Officers shall serve for one year and shall be eligible for re-election in subsequent years.
23.11 Appoint an auditor or an independent examiner for the Swallows.
23.12 If appropriate, confer on any individual (with his or her consent) honorary titles (such as Vice-President,
Honorary Life Member or Patron) in relation to the Swallows.
23.13 Discuss and determine any issues of policy or deal with items of any other business notified in advance
of the AGM.
24. SAVING PROVISIONS
24.1 Subject to sub-clause (2) of this clause, all decisions of the trustees, or of a committee of
trustees, shall be valid notwithstanding the participation in any vote of a trustee:
a. who was disqualified from holding office.
b. who had previously retired or who had been obliged by the constitution to vacate office.
c. who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise.
d. if, without the vote of that trustee and that trustee being counted in the quorum, the decision
has been made by a majority of the charity trustees at a quorate meeting.
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The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
24.2 Sub-clause (1) of this clause does not permit a trustee to keep any benefit that may be conferred upon
him or her by a resolution of the trustees or of a committee of trustees if, but for sub-clause (1), the
resolution would have been void, or if the trustee has not complied with clause Conflicts of interest.
25. EXECUTION OF DOCUMENTS
25.1 The Swallows shall execute documents either by signature or by affixing its seal (if it has one)
25.2 A document is validly executed by signature if it is signed by at least two of the charity trustees.
25.3 If the Swallows has a seal:
GENERAL
a. it must comply with the provisions of the General Regulations; and
b. the seal must only be used by the authority of the trustees or of a committee of trustees duly
authorised by the trustees. The trustees may determine who shall sign any document to which
the seal is affixed and unless otherwise so determined it shall be signed by two charity trustees.
26. USE OF ELECTRONIC COMMUNICATIONS
The Swallows will comply with the requirements of the Communications Provisions in the General
Regulations and in particular:
a. the requirement to provide within 21 days to any member on request a hard copy of any
document or information sent to the member otherwise than in hard copy form.
b. any requirements to provide information to the Commission in a particular form or
manner.
27. KEEPING OF REGISTERS
The Swallows must comply with its obligations under the General Regulations in relation to the keeping
of, and provision of access to, a (combined) register of its members and trustees.
28. MINUTES
The trustees must keep minutes of all:
a. appointments of officers made by the trustees.
b. proceedings at general meetings of the Swallows.
c. meetings of the trustees and committees of trustees including:
d. the names of the trustees present at the meeting.
e. the decisions made at the meetings; and
f. where appropriate the reasons for the decisions.
g. decisions made by the trustees otherwise than in meetings.
29. ACCOUNTING RECORDS, ACCOUNTS, ANNUAL REPORTS AND RETURNS, REGISTER MAINTENANCE.
29.1 The trustees must comply with the requirements of the Charities Act with regard to the keeping of
accounting records, to the preparation and scrutiny of statements of account, and to the preparation
of annual reports and returns. The statements of account, reports and returns must be sent to the
Charity Commission, regardless of the income of the Charity within 10 months of the financial year
end.
29.2 The trustees must comply with their obligation to inform the Commission within 28 days of any
change in the particulars of the Charity entered on the Central Register of Charities.
30. RULES
The trustees may from time to time:
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The Swallows Head & Neck Cancer Support Group
Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
30.1 make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the
proper conduct and management of the Swallows, but such rules or bye laws must not be inconsistent
with any provision of this constitution. Copies of any such rules or bye laws currently in force must be
made available to any member of the Swallows on request.
30.2 assist the resolution of disputes within The Swallows.
30.3 make annual appointments to Standing sub-committees, namely: Finance, Welfare, Fund Raising, Social
Events, Publications and Marketing. From time to time to appoint such other sub-committees as may
be expedient. Failure to make any such appointments shall not invalidate the proceedings of the Board
of Trustees or the acts of any Officer concerned.
30.4 nominate persons to serve by invitation on external bodies as representatives of The Swallows.
30.5 recommend to the Annual General Meeting any distinguished persons for election for life as Vice-
Presidents or Honorary Life Members of The Swallows.
30.6 appoint a paid person who shall transact the affairs of The Swallows in accordance with the directions
of the Board of Trustees on such terms as it thinks fit and, at its discretion, to terminate such
appointment and to appoint a successor. Such an appointment shall be reported to the next Annual
General Meeting.
30.7 appoint such other employees and agents (e.g., Editorial, and Administrative), paid or unpaid, as it
thinks fit.
30.8 appoint, in the event of any vacancy occurring amongst the Officers, other members of the Board of
Trustees, or the Chairperson by reason of death, resignation or otherwise a suitable person to fill such
a vacancy. An Officer, Member or President so appointed shall hold office for the remainder of the term
and be subject to the other terms of appointment of the person he or she replaces, including eligibility
for re-election.
31. CUSTODIANS OF THE SWALLOWS’ ASSETS
31.1 The Swallows has the power to appoint three individuals who will hold for safekeeping the documentary
evidence of the title to property belonging to the Swallows (e.g., share certificates, title deeds to land,
etc). The title to the Swallows' property remains vested in the Swallows custodians, or in their
nominee(s) but the beneficial ownership and control of the assets is held by the Trustee Board. Other
duties associated with the role of a “Custodian” are detailed below. The “Custodians” have no power to
manage the Swallows’ property and no role in the administration of the Swallows.
31.2 The investments and other property of the Swallows shall be vested in “Custodians” to be appointed by
the Board of Trustees or at a General Meeting of the Swallows. The Board of Trustees shall have power
to remove any of the “Custodians” and to fill all vacancies occurring by removal, resignation, or death
but any “Custodians” appointed by the Board of Trustees to replace one removed by it shall be subject
to confirmation at the General Meeting of which notice is given next following such appointment.
32. PROPERTY AND FUNDS
32.1 All property and funds of the Swallows must be used only for furthering the objects and activities. The
rights of all property and funds are vested in the “Custodians” and do not belong to the Board of
Trustees.
32.2 Banking accounts in the name of the Swallows shall be held at a bank or building society approved in
writing by the Board of Trustees and all monies receivable for the purposes of the Swallows shall be
paid into such an account. Cheques on the Swallows’ general account shall be signed by the Treasurer
or the Chairperson plus a second person as designated. Cheques on special accounts shall be signed by
such person or persons as the Board of Trustees shall from time to time authorise.
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Business First, Amy Johnson Way
Blackpool, FY4 2RP
Info@theswallows.org.uk
Tel: 01253 428 940
32.3 A trustee of the Swallows shall be able to claim reimbursement of any reasonable costs that allows the
trustee to carry out their duties so long as the trustee is paid for the actual cost or expense actually
incurred whilst undertaking official business on behalf of the Swallows. (See guidance from Charity
Commission CC11-Trustee Expenses and Payments).
32.4 A trustee may also claim a reasonable rent or hiring fee for property let or hired to the Swallows.
32.5 Whenever a trustee has a financial interest in a matter to be discussed at a meeting, the trustee must:
32.6 Declare an interest before discussion begins on the matter.
32.7 Withdraw from that part of the meeting unless expressly invited to remain in order to provide
information.
32.8 Not be counted in the quorum for that part of the meeting.
32.9 Withdraw during the vote and have no vote on the matter.
32.10 Funds which are not required for immediate use, or which will be required for use at a future date must
be placed on deposit in an account in the name of the Swallows or invested in accordance with this
Constitution until needed.
32.11 With the authority or consent of the Trustees (but not otherwise) investments and property of the
Swallows may be held in the name of or on behalf of the Swallows by not less than two individuals
appointed as “Custodians”. The Board of Trustees may authorise and instruct the “Custodians” to vest
the title to the Swallows’ investments in a nominee company or companies selected by the Board of
Trustees and approved by the “Custodians”; any land owned by the Swallows must be vested in at least
two “Custodians”. The “Custodians” concerned shall stand possessed of such investments and other
property in trust for the benefit of the Swallows and shall deal with the same in such manner as the
Board of Trustees shall from time to time direct.
32.12 The Board of Trustees shall have power to direct the “Custodians” to vary or transpose the Swallows’
investments. The “Custodians” may also enter into arrangements for the provision of investment
management services by stockbrokers, merchant banks and/or suitably qualified investment managers
(which may include power for such managers to make specific investment decisions under general
policy guidelines laid down from time to time by the Board of Trustees) to vary or change such
arrangements and to pay any reasonable charges for such services out of the Swallows’ income.
32.13 The Swallows may procure the promotion of, or the transfer to, wholly owned subsidiary companies
with limited liability any profit-making activity which it considers may benefit the Swallows’ charitable
objects and on such other terms (if any) as the Board of Trustees may determine.
32.14 The terms of appointment of the “Custodians” must provide that they act only in accordance with the
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 any members of the charity.
32.15 A Trustee of the Swallows or Connected Person may enter a contract for the supply of services, or of
goods that are supplied in connection with the provision of services, to the Swallows where that is
permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011.
32.16 A Trustee of the Swallows or Connected Person may provide the Swallows with goods that are not
supplied in connection with services provided to the Swallows by A Trustee of the Swallows or
Connected Person
32.17 A Trustee of the Swallows or Connected Person may receive interest on money lent to the Swallows at
a reasonable and proper rate which must not be more than the Bank of England bank rate (also known
as the base rate).
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32.18 A Trustee of the Swallows or Connected Person may receive rent for premises let by the Trustee or
Connected Person to the Swallows. The amount of the rent and the other terms of the lease must be
reasonable and proper. The trustee concerned must withdraw from any meeting at which such a
proposal or the rent or other terms of the lease are under discussion.
32.19 A Trustee of the Swallows or Connected Person may take part in the normal trading and fundraising
activities of the Swallows on the same terms as members of the public.
32.20 The amount or maximum amount of the payment for the goods is set out in an agreement in writing
between the Swallows and the Trustee of the Swallows or Connected Person supplying the goods (the
supplier) under which the supplier is to supply the goods in question to or on behalf of the Swallows.
32.21 The amount or maximum amount of the payment for the goods does not exceed what is reasonable in
the circumstances for the supply of the goods in question.
32.22 The other Swallows Trustees are satisfied that it is in the best interests of the Swallows to contract with
the supplier rather than with someone who is not a Trustee of the Swallows or Connected Person. In
reaching that decision the Swallows Trustees must balance the advantage of contracting with A Trustee
of the Swallows or Connected Person against the disadvantages of doing so.
32.23 The supplier is absent from the part of any meeting at which there is a discussion of the proposal to
enter a contract or arrangement with him or her or it regarding the supply of goods to the Swallows.
32.24 The supplier does not vote on any such matter and is not to be counted when calculating whether a
quorum of the Swallows Trustees is present at the meeting.
32.25 The reason for their decision is recorded by the Charity.
33. DISPUTES
if a dispute arises between members of the Charity about the validity or propriety of anything done by
the members under this constitution, and the dispute cannot be resolved by agreement, the parties to
the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
34. AMENDMENT OF CONSTITUTION
34.1 As provided by sections 224-227 of the Charities Act 2011 this constitution can only be amended:
a. by resolution agreed in writing by all members of the Swallows or
b. by a resolution passed by a 75% majority of those voting at a general meeting of the members
of the Swallows.
34.2 Any alteration of Objects, Voluntary winding up or dissolution, this clause, or of any provision where
the alteration would provide authorisation for any benefit to be obtained by trustees or members of
the Swallows or persons connected with them, requires the prior written consent of the Charity
Commission.
34.3 No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General
Regulations shall be valid.
34.4 A copy of every resolution amending the constitution, together with a copy of the Charity's constitution
as amended must be sent to the Commission by the end of the period of 15 days beginning with the
date of passing of the resolution, and the amendment does not take effect until it has been recorded
in the Register of Charities.
35. VOLUNTARY WINDING UP OR DISSOLUTION
35.1 As provided by the Dissolution Regulations, the Swallows may be dissolved by resolution of its
members. Any decision by the members to wind up or dissolve the Swallows can only be made:
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a. at a general meeting of the members of the Swallows called in accordance with clause
General meetings of members, of which not less than 14 days’ notice has been given to those
eligible to attend and vote:
b. by a resolution passed by a 75% majority of those voting, or
c. by a resolution passed by decision taken without a vote and without any expression of dissent
d. in response to the question put to the general meeting; or
e. by a resolution agreed in writing by all members of the Charity.
35.2 Subject to the payment of all the Swallows' debts:
a. Any resolution for the winding up of the Swallows or for the dissolution of the Swallows without
winding up, may contain a provision directing how any remaining assets of the Swallows shall
be applied.
b. If the resolution does not contain such a provision, the trustees must decide how any remaining
assets of the Swallows shall be applied.
c. In either case the remaining assets must be applied
for charitable purposes, the same as or similar to those of the Swallows
35.3 The Swallows must observe the requirements of the Dissolution Regulations in applying to the
Commission for the Swallows to be removed from the Register of Charities, and in particular:
35.3.1 the trustees must send with their application to the Commission:
a. a copy of the resolution passed by the members of the Swallows.
b. a declaration by the trustees that any debts and other liabilities of the Swallows have been
settled or otherwise provided for in full; and a statement by the trustees setting out the way in
which any property of the Swallows has been or is to be applied prior to its dissolution in
accordance with this constitution.
35.3.2 the trustees must ensure that a copy of the application is sent within seven days to every member
and employee of the Swallows and to any trustee of the Swallows who was not privy to the
application.
35.4 If the Swallows is to be wound up or dissolved in any other circumstances, the provisions of the
Dissolution Regulations must be followed.
36. INTERPRETATION
In this constitution:
“CONNECTED PERSON” means:
a. a child, parent, grandchild, grandparent, brother or sister, caregiver of the charity trustee.
b. the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a)
above.
c. a person carrying on business in partnership with the trustee or with any person falling
within sub- clause (a) or (b) above.
an institution which is controlled:
a. by the trustee or any connected person falling within sub-clause (a), (b), or (c) above; or
b. by two or more persons falling when taken together.
a body corporate in which:
a. the trustee or any connected person falling within sub-clauses (a) to (c) has a substantial
interest; or
b. two or more persons who, when taken together, have a substantial interest.
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Info@theswallows.org.uk
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c. Section 118 of the Charities Act applies for the purposes of interpreting the terms used in this
constitution.
“GENERAL REGULATIONS” means the Charitable Incorporated Organisations (General)
Regulations 2012.
“DISSOLUTION REGULATIONS” means the Charitable Incorporated Organisations (Insolvency and
Dissolution) Regulations 2012.
The “COMMUNICATIONS PROVISIONS” means the Communications.
Provisions in [Part 9, Chapter 4] of the General Regulations.
“CHARITY TRUSTEE” means a charity trustee of the CIO.
A “POLL” means a counted vote or ballot, usually (but not necessarily) in writing.
END OF RE-DRAFT OF CONSTITUTION
Andrew Grice, Chairperson
Date _______________
Joe Bannister, Treasurer Trustee
Date _______________
The Swallows Head & Neck Cancer Support Charity
Amy Johnson Way
Lancaster House
Blackpool, Lancashire
FY4 2RP
01253 428 940
info@theswallows.org.uk
The Swallows Head & Neck Cancer Support Group
Reviewed October 2023
Updated: 26.4.2024
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