(DATED 7/6/1993; AMENDED 1998, 2006, 2019 and 2020)
1 NAME
The name of the association is THE FRIENDS OF RADNOR GARDENS
(hereinafter called “The Association”)
2 OBJECTS AND POWERS
(a) The Association’s objects are:
(i) for the public benefit to provide or assist in the provision of restoration work and improvements to Radnor Gardens, Twickenham;
(ii) to provide or assist in the provision of recreation and other leisure time occupations in Radnor Gardens for the inhabitants of Twickenham with the object of improving their conditions of life.
(b) In furtherance of the said objects but not otherwise the Association may:
(1) Employ and pay any person or persons to supervise, organize and carry on the work of the Association and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependents.
(2) Bring together in conference representatives of voluntary organisations, Government departments, statutory authorities and individuals.
(3) Promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof.
(4) Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses.
(5) Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.
(6) Undertake, execute, manage, or assist any Charitable Trusts which may lawfully be undertaken, executed, managed, or assisted by the Association.
(7) Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the said objects.
(8) Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Association.
(9) Make regulations for any property which may be so acquired.
(10) Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all of any of the property or assets of the Association.
(11) Subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed to be necessary.
(12) Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise PROVIDED THAT the Association shall not undertake permanent trading activities in raising funds for the said objects.
(13) Invest the moneys of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law.
(14) Do all such other lawful things as are necessary for the attainment of the said objects.
3 MEMBERSHIP
(a) Full membership of the Association shall be open to:
(1) Individuals of 18 years and over who are interested in furthering the work of the Association and who have paid the annual subscription as laid down from time to time by the Executive Committee hereinafter mentioned. Each individual member is entitled to one (1) vote. Two (2) individuals of 18 years and over may together join as a Family Member, paying the annual subscription laid down for this category. Each is entitled to one (1) vote. An individual electing to subscribe to Life Membership is entitled to one (1) vote.
(2) National, international and local voluntary or other non-profit distributing organisations, whether corporate or unincorporated, which are interested in furthering the said work and have paid the annual subscription as aforesaid.
(b) Each member organisation shall appoint one (1) individual person to represent it and vote on its behalf at General Meetings of the Association. In the event of such individual person resigning or otherwise leaving an organisation, he or she shall forthwith cease to be representative thereof.
(c) Each member organisation may appoint:
(1) A deputy to replace its appointed representative if the latter is unable to attend any particular meeting of the Association, and
(2) Observers (who shall not be entitled to vote) to attend any such meeting.
(d) Honorary members may be appointed at the discretion of the said Executive Committee. Honorary members shall not be entitled to vote.
(e) The said Executive Committee shall have the right:
(1) To approve or reject applications for membership, and
(2) For good and sufficient reason to terminate the membership of any individual or organisation PROVIDED THAT the individual member concerned or the individual representing such organisations (as the case may be) shall have the right to be heard by the said Executive Committee before a final decision is made.
4 HONORARY OFFICERS
(a) At the Annual General Meeting hereinafter mentioned the Association shall elect a Chairman, a Vice-Chairman, a Treasurer, a Project co-ordinator, a Secretary, a Membership Secretary and such other Honorary Officers as the Association shall from time to time decide.
(b) The Chairman and the Officers of the Association shall hold office until the conclusion of the Annual General Meeting of the Association next after their election but shall be eligible for re-election.
(c) The Chairman and Officers shall be ex-officio members of the Association, the said Executive Committee and of any other committee.
(d) Candidates for election. The names of candidates for election to any post of Officer or to the Executive Committee, together with the names of proposer and seconder, shall be supplied to the Secretary not less than seven (7) days prior to the date of the meeting.
5 EXECUTIVE COMMITTEE
(a) Subject as hereinafter mentioned, the policy and general management of the affairs of the Association shall be directed by an Executive Committee (hereinafter called “the Committee”) which shall meet up to three (3) times a year and when complete shall consist of not less than five (5) or more than twelve members.
(b) The members of the Committee shall be elected at the Annual General Meeting of the Association in accordance with Clause 7 hereof.
(c) Any casual vacancy in the Committee may be filled up by the Trustees and any person filling such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
(d) The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
(e) The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration, and composition. All acts and proceedings of such special or standing committees shall be reported back to the Committee as soon as possible.
(f) The Committee shall nominate one (1) of their number to represent it at any meetings arranged with Borough Officers at which matters of mutual interest to the Association and other groups such as the Strawberry Hill Residents Association and the Bowls Club are to be discussed.
6 MEETINGS OF THE ASSOCIATION
(a) An Extraordinary General Meeting may be called by a majority decision of the Executive Committee. It may also be called by ten (10) members or 25% of the fully paid-up membership, whichever is the less. This must then be actioned by circulating details to all members and holding the meeting within two (2) months.
7 RULES OF PROCEDURE AT ALL MEETINGS
(a) Notice of meeting: The notice of a meeting of the Association shall be issued by the Secretary not less than 14 days prior to the date of the meeting. It shall include the agenda, notice of motions proposed and, for an Annual General Meeting, electoral information, and minutes of previous meeting.
(b) Quorum: The quorum at a meeting of the Association shall be eight (8), a quorum of the Committee or any committee appointed under Clause 5 (b) hereof shall be five (5) or such other number as the Association may in General Meeting from time to time determine.
(c) Voting: Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. Arrangements for proxy voting may from time to time be made by the Committee PROVIDED ALWAYS THAT no such arrangements shall be made with regard to Clause 12 hereof. No person shall exercise more than one (1) vote notwithstanding that he or she may have been appointed to represent two (2) or more interests, but in case of an equality of votes the chairman of the meeting shall have a second or casting vote.
(d) Minutes: Minutes shall be kept by the Committee and all other committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions.
(e) Standing Orders and Rules: The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Association. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS that they shall be subject to review by the Association in General Meeting and shall not be inconsistent with the provisions of this Constitution.
8 FINANCE
(a) All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose unless in extraordinary circumstances PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment to member of the Committee or of any committee appointed under Clause 5 (b) hereof of reasonable out-of-pocket expenses.
(b) The Honorary Treasurer shall keep proper accounts of the finances of the Association.
(c) The Trustees shall cause full and punctual accounts to be kept and at least once in each year cause to be prepared a statement of accounts and a balance sheet for the previous year in accordance with the requirements laid down by the Charity Commissioners, which shall be submitted to the next Annual General Meeting of the Association and thereafter to the Charity Commissioners by the Treasurer and a nominated member of the Executive Committee unless extraordinary reasons apply.
(d) The Committee shall authorise in writing the Chairman and Treasurer to open or close a Bank account or Building Society account and to sign cheques on behalf of the Association. All cheques must be signed by two (2) authorised signatories.
9 ALTERATIONS TO THE CONSTITUTION
Any alteration of this Constitution shall receive the assent of not less than two-thirds of the full membership of the Association for the time being whether individual or representative present and voting at a meeting specially called for the purpose unless extraordinary circumstances prevail PROVIDED THAT notice of any such alteration shall have been received by the Hon Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be proposed, at least 14 clear days’ notice in writing of such a meeting, setting forth the terms of the alteration, shall be sent by the Hon Secretary to each member of the Association PROVIDED THAT no alteration shall be made which would have the effect of causing the Association to cease to be a charity at law.
10 DISSOLUTION
If the Committee by a simple majority decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote, of which not less than 21 days’ notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a simple two-thirds majority of those present and voting at such meeting the Committee shall have power to dispose of any assets held by or on behalf of the Association. 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 Association as the Committee may determine.
11 NOTICES
Any notice may be served by the Hon. Secretary on any member either personally or on its appointed representative as the case may be, or by sending it through the post in a prepaid letter addressed to such member at his, her, its or their last known address in the United Kingdom, or any email addressed to the member's personal email address, and any communication so sent shall be deemed to have been received within ten (10) days of sending.
12 INTERPRETATION
For the interpretation of this Constitution, the Interpretation Act, 1978, shall apply as it applies to the interpretation of an Act of Parliament.