Legal Structure: Unincorporated Association
Voluntary Sector Body
1 NAME: Telecentres Powys
The object of the association
shall be to provide a forum for interested parties to network and
support each other in the achievement of:
Telecentres Powys, acting through
its Management Committee, may do all things necessary or
expedient for the fulfilment of its objects including:
4 REGISTERED OFFICE
The Corporate IT Unit
Membership shall be open,
irrespective of gender, sexual orientation, disability, race,
age, political, religious or other opinion and to anyone living
or working in Powys who subscribes to the objects of the
All members shall be bound by the
Constitution of the Association.
There shall be three categories of
a Ordinary Telecentre membership -
a 'community of interest' providing public access to modern
office technology, the Internet and electronic mail in the county
b Commercial membership -
Commercial members are those that in the opinion of the
Management Committee are involved wholly or in part with
commercial activities in the field of information and
communications technologies but who provide public access to
modern office technology, the Internet and electronic mail and
support the objects of the association.
c Associate membership - parties
who are interested in, and support the objects of the
Telecentres will maintain a
register of their 'community of interest' constituents. Each
constituent shall be registered with a parent telecentre.
Members may be asked to pay yearly
subscriptions as shall from time to time be decided by the
The amount of subscriptions shall
be decided at the Annual General Meeting. Subscriptions shall
become due on the first day of January each year. However
subscriptions may be waived for categories of membership at the
discretion of the Management Committee by agreement at the Annual
7 RESIGNATION AND
TERMINATION OF MEMBERS
Any member of the Association may
resign his/her membership by giving to the secretary of the
Association written notice to that effect.
The Management Committee may, by resolution passed at a meeting thereof, terminate or suspend the membership of any member, if in its opinion, his/her conduct is prejudicial to the interests and objects of the Association, provided that the member has the right to be heard by the Management Committee before the final decision is made. There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.
8 GENERAL MEETINGS OF THE
Once in each calendar year, an
Annual General meeting of the Association shall be held at such
time and place as the Management Committee shall determine, being
not more than fourteen months after the preceding Annual General
Meeting. At least twenty one clear days notice shall be posted
electronically through email and the bulletin board.
The business of each Annual General Meeting shall be:
No resolution other than those
relating to the Treasurer's Report and Statement of Accounts or
other formal business shall be moved at the Meeting unless notice
thereof in writing, signed by the Members who propose to move and
second it shall have been received by the Honorary secretary not
less than twenty eight days preceding the Meeting and the text of
the resolution with the name of the proposer and seconder shall
have been included in the notice of the Annual General Meeting
sent to members.
The Chairperson of the Management
Committee may at any time at his/her discretion and the Secretary
shall within twenty one days of receiving a written request
signed by not less than five members of the Association and
giving reasons for the request, call a Special General Meeting to
consider the business specified on the notice of meeting and for
no other purpose. At least fourteen days notice must be given to
9 MANAGEMENT COMMITTEE
The Management Committee shall
consist of five members and this number shall include the IT
Project Officer. The post of Chairperson, Secretary, Treasurer
and P.R. Officer shall be elected from these five members.
There shall be no more than three
'Commercial Members' on the management committee.
The usual term of office for the
Management Committee shall be two years. However at the Inaugural
Meeting two members, split fairly between the categories of
officers, shall be elected for one year only. All officers shall
be eligible for re-election at the end of their term of office.
If a vacancy occurs during the
course of the year, the Management Committee shall have the power
to co-opt a member of the Association until the next Annual
A member of the Management
Committee shall cease to hold office if he or she :
Commercial members shall not hold
the position of Chairperson.
The holder of the post of IT
Project Officer or equivalent, shall be an honorary member of the Management Committee.
The Management Committee shall be
elected at the Annual General Meeting of the Association.
Nominations for election shall be proposed and seconded by
members of the Association and agreed by the nominee. Nominations
will be in writing bearing signatures of the nominator, seconder
The election of the Management
Committee shall be carried out at the Annual General Meeting, via
a secret ballot should the number of nominations exceed the
number of places available.
11 WORKING GROUPS
The Management Committee shall if
deemed necessary appoint one or more working groups, consisting
of members of the Association, for supervising or performing any
activity or service for the Association.
The Management Committee shall
define the terms of reference of these groups and may also
determine the composition and duration of any of the groups. All
working groups shall report back on a regular basis to, and as
requested by, the Management Committee. All members of the
Management Committee shall be directly involved in at least one
of the working groups.
The Management Committee may
co-opt specialists to assist with the work of these groups. If
co-opted specialists do not qualify for membership of the
Association they shall not carry a vote unless it is deemed they
should by a simple majority of the Management Committee.
12 DECLARING INTEREST
Any member making special gain or
advancement by the passing of any resolution must declare an
interest in such resolution, may not vote thereon and may be
asked to leave during voting.
13 PAID EMPLOYEES
The Management Committee shall
have the sole right in exercise of the power conferred by Clause
3 hereof of appointing, dismissing and determining the terms and
conditions of service of all employees of the Association.
An employee of the Association
shall not be eligible to be a member of the Management Committee
or any working group but may be invited to attend such committees
as a non-voting adviser.
14 RULES OF PROCEDURE AT
Subject to the provision of Clause
12 hereof, any question arising at a meeting of the Association
or one of its working groups shall be decided by a simple
majority of those present and entitled to vote. In case of an
equality of votes, the Chairperson of the meeting shall have a
second or casting vote. Co-opted members will be non-voting
unless it has been agreed by the Management Committee.
Associate members shall not be
entitled to vote.
Only one vote shall be cast per
Elected Committee Meetings: Three
fifths of the members with power to vote shall form a quorum at
meetings of the Management Committee and of working groups.
General Meetings: five members
with power to vote or one fifth of the members with power to
vote, whichever is the least, shall form a quorum at General
Meetings of the Association.
In the event that no quorum is
present at an Annual General Meeting of the Association, or the
meeting has to be abandoned the meeting shall stand adjourned and
be reconvened fourteen days later, and those members with power
to vote present at that meeting shall be deemed to form a quorum.
All money raised by or on behalf
of the Association shall be applied to further the objects of the
Association and for no other purpose, 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 of reasonable out-of-pocket expenses
incurred on behalf of the Association by employees. Members of
the Association shall be also entitled to reimbursement of
reasonable expenses incurred on behalf of the Association,
subject to prior agreement by the Management Committee.
In the case of the Association
opening an account with a High Street Bank or with such other
financial institution as the Management Committee shall decide.
The Management Committee shall authorise in writing the
Treasurer, the Secretary of the Association and two members of
the Management Committee to sign cheques on behalf of the
Association. All cheques must be signed by not less than two of
the four authorised signatories.
The Association's financial year
shall be from 1st April to 31st March.
16 ASSOCIATION PROPERTY
Subject to the provisions of
sub-clause (b) of this clause, the Management Committee shall
cause the title to all land and all investments held by or in
trust for the Association to be vested either in a corporation
entitled to act as custodian trustee or in not less than three
nor more than four named individuals (not being members of the
Management Committee) appointed by the Management Committee as
holding trustees. Holding trustees shall act in accordance with
such lawful directions of the Management Committee. Provided that
they act only in accordance with such lawful directions, holding
trustees shall not be liable for the acts and defaults of members
of the Management Committee. Holding trustees may be removed by
the Management Committee at its pleasure and shall otherwise
cease to hold office in accordance with the provisions of Clause
The Management Committee may
permit any investments held by or in trust for the Association to
be held in the name of a clearing bank, trust corporation or any
stockholding company which is a member of the International Stock
Exchange (or any subsidiary of any such stock-broking company) as
nominee for the Management Committee and may pay such nominee
reasonable and proper remuneration for acting as such.
The Management Committee shall comply with any legal obligations with regard to:
18 ANNUAL REPORT
The Management Committee shall
prepare an Annual Report and make it widely available and
prominently displayed to all people who live or work in Powys
through Email and the bulletin board and to any other relevant
party which may from time to time be interested.
If the Management Committee
decides that it is necessary or advisable to dissolve the
Association it shall call a meeting of all members of the
Association, of which not less than twenty one days notice
(stating the terms of the resolution to be proposed) shall be
given. If the proposal is confirmed by simple majority of those
present and voting, the Management Committee shall have the power
to realise 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 other such
organisations having objects similar to the objects of the
Association as the members of the Association may determine or
failing that shall be applied to directly benefit some other
aspect of Powys. A copy of the statement of accounts for the
final accounting period of the Association must be sent to any
such relevant organisation that may be interested.
20 ALTERATIONS TO THE
This constitution may be altered
at an Annual or Special General Meeting of the Association by a
resolution passed at a quorate meeting by a simple majority of
the members present and voting thereat. The resolution of the
alteration of the Constitution must be received by the Secretary
of the Association at least twenty-one days before the meeting at
which it is to be proposed. At least fourteen days notice of such
a meeting must be given by the Secretary to the Association and
must include notice of the alteration proposed. Provided that no
alteration to clause 2 (Objects), clause 19 (Dissolution) or
clause 20 (Alterations to Constitution) the Amendment can be
Approval in writing must be
obtained from any authority which may have jurisdiction over the
Objects of the Association (e.g. Charity Commission).
LEGAL STRUCTURE: Unincorporated Association
VENTURE: Non-charitable voluntary sector body
Adopted 3rd August 1998