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CONSTITUTION OF THE FRIENDS OF PRIORY PARK & THE GREEN

The constitution of the Friends of Priory Park & The Green is reproduced below and is also available to download as a PDF document.

 

  1. NAME

The name of the group is The Friends of Priory Park & The Green (better known as The Friends or FoPP)

 

  1. THE OBJECTIVES

The objectives of The Friends are to:­

(a)     Promote the benefits of this open green space and Grade 2 listed priory (described in Appendix 1 “The Park”) to local people and the wider community

(b)    To work in partnership with the local authority to conserve and protect this Grade 2 listed park

 

  1. CARRYING OUT THE OBJECTIVES (Powers)

In order to carry out the objectives, the committee has the power to:

(a) raise funds, receive grants and donations

(b) apply funds to carry out the work of the group

(c) co-operate with and support other groups with similar purposes

(d) do anything which is lawful and necessary to achieve the purposes

 

  1. MEMBERSHIP

Membership shall be open to everyone (including organisations) over the age of eighteen years irrespective of sex, sexual orientation, race, nationality or political choice, religious, age or disability.

 

  • Membership is free.
  • Members living within the Area of Benefit (outlined in Appendix 1) will have one vote each. They will be known as ‘members with power to vote’.
  • Members living outside the Area of Benefit (outlined in Appendix 1) do not have power to vote.

 

  1. EQUAL OPPORTUNITIES

The group will not discriminate on the grounds of gender, race, colour, ethnic or national origin, sexuality, disability, religious or political belief, marital status, or age.

 

  1. COMMITTEE AND OFFICERS
  • The group has a management committee of three to ten members. Amongst them there will be three honorary officers with specific written role responsibilities. These include the Secretary, the Treasurer and the Chair.
  • The committee is elected at the AGM. The honorary officers are appointed at the first committee meeting following the AGM.
  • The committee may invite other people to serve on the committee if they require particular skills or knowledge, providing that does not exceed the maximum number of committee members laid down in clause 6(a)

 

  1. ANNUAL GENERAL MEETING (ONCE PER CALENDAR YEAR)

These meetings will take place giving 21 days written notice. Items (including nominations to join the committee) for discussion to be with the Chair 14 days in advance.

The meeting will;

(a)      Receive the Annual Report of the Committee which shall incorporate the accounts of The Friends and give information about their work and activities during the preceding year

(b)     Elect the Committee

Voting to elect the committee members is restricted to those members with power to vote (see Appendix 1)

(c)      Note the names of the persons elected to serve as members of the Committee

(d)     Comment on any proposals to alter this constitution

(e)     Consider any other business of which due notice has to be given.

 

  1. THE COMMITTEE

The Friends shall be directed by the committee, which shall meet not less than 6 times a year.

(a)      The committee shall consist of the Honorary Officers Treasurer, Secretary and Chair and up to seven committee members

(b)     All members of the committee shall retire from office together and be re-elected at the Annual General Meeting

(c)      If casual vacancies occur among the elected members of the committee it shall have the power to fill these from among the members of The Friends;

(d)     If committee members are absent without reason from committee meetings for more than three meetings in a row they shall be considered resigned.

(e)     Each member of the committee shall upon election or appointment to the committee be directed to The Friends constitution via its website.

 

  1. RULES OF PROCEDURE

(a)    Any question arising at a meeting of The Friends or one of its committees shall be decided by a simple majority of those present and voting. No member shall exercise more than one vote. In the event of a tied vote, the Chair shall have second or casting vote.

(b)   Quorum:­-

(i)      Committee meetings; one third of the members shall form a quorum.

(ii)     General meetings; 15 members with power to vote (See clause 4(b) and (c)). In the event that no quorum is present at any general meeting of The Friends or the meeting has to be abandoned, the meeting shall stand adjourned and be reconvened 14 days later and those members with power to vote present at that meeting shall be deemed to form a quorum.

  • Minutes; minutes shall be kept by The Friends and the secretary shall include a record of all proceedings and resolutions.
  • If a committee member has a conflict of interest they must declare it and leave the meeting while this matter is being discussed or decided.

 

  1. FINANCE AND PROPERTY
  • Money and property must only be used for the group’s purposes.
  • The committee must keep accounts. The most recent annual accounts can be seen by anybody on request.
  • Committee members cannot receive any money or property from the group, except to refund reasonable out of pocket expenses, unless payment is permitted by sub-clause (d) of this clause.
  • A committee member or connected person (such as a relative, spouse or business partner) may enter into a contract for the supply of services or goods for the Friends provided that:
    1. The amount or maximum amount of the payment is set out in an agreement in writing between the Friends and the committee member or connected person supplying the goods or services.
    2. The amount paid does not exceed what is reasonable in the circumstances.
  • The other committee members are satisfied that it is in the best interests of the Friends to contract with the committee member rather than with someone who is not a committee member or connected person. Committee members must balance the advantage of contracting with a committee member or connected person against the disadvantages of doing so.
  1. The committee member 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, does not vote on the matter and is not counted in the quorum.
  2. The reason for their decision is minuted.
  3. A majority of the committee members then in office are not in receipt of remuneration or payments authorised by this clause.
  • Money must be held in the group’s bank account. All cheques must be signed by 2 committee members who shall not be related or live at the same address.
  • The Friends financial year shall be from 1st April to 31st March

 

  1. 11. INDEMINITY

­In the execution of the trust hereof no member of the committee shall be liable:-

(i)      For any loss to the property of The Friends by reason of any improper investment made in good faith (so long as he or she shall have sought professional advice before making such investment) or;

(ii)     For the negligence or fraud of any agent employed by him or her or by any other member of the committee in good faith (provided reasonable supervision shall have been exercised);

And no member of the committee shall be liable by reason of any mistake or omission made in good faith by any member of the committee other than willful and individual fraud wrongdoing or wrongful omission on the part of the member who is sought to be made liable.

 

  1. GENERAL MEETINGS

If the committee considers it is necessary to change the constitution, or wind up the group, they must call a General Meeting so that the membership can make the decision. The committee must also call a General Meeting if they receive a written request from the majority of members. All members must be given 21 days’ notice and told the reason for the meeting. All decisions require a two thirds majority. Minutes will be kept.

(1) Winding up – any money or property remaining after payment of debts must be given to a charity or Friends group with similar purposes to this one.

(2) Changes to the Constitution – can be made at AGMs or General Meetings.

(3) General Meeting – called on written request from a majority of members.

(4) The committee may also call a General Meeting to consult the membership

This constitution was amended on 31st October 2015 at the AGM of Friends of Priory Park and signed by all committee members

 

M H Thexton, Chairperson  …………………….

C Rich, Secretary …………………….

G J Turton, Treasurer  …………………….

C Simpson, Committee …………………….

J Nicholls, Committee ……………………..

N Hadley, Committee ……………………..

A Edwards, Committee ……………………..

 

AREA OF BENEFIT – Castle & Priory (The Park marked in green)

area of benefit

Any questions/matters arising relating to voting and this map should be resolved by agreeing DY1, DY2 and DY4 as being within the Area of Benefit.