TELECENTRES POWYS

Legal Structure: Unincorporated Association

Non-charitable Voluntary Sector Body

1 NAME: Telecentres Powys

2 OBJECTS

The object of the association shall be to provide a forum for interested parties to network and support each other in the achievement of:

• the provision of public access to information and communications technologies

• the raising of awareness of the people and communities in Powys to the issues relating to information and communications technologies.

• the delivery of information and communications technology training, and awareness raising through the provision of community focussed centres

• co-ordinated action in the development of information and communications technology based solutions to rural, social, local democracy and economic development issues in Powys

• innovative action through the use of information and communications technologies for the enhancement of social inclusion, local democracy and economic development of the communities in Powys

• the development of "teleworking" opportunities

• co-ordination and collaboration with other agencies in the provision of information and communications technology services in Powys

• capacity building, marketing and promotion of the use of information and communications technologies (ICTs) for the above objects

3 POWERS

Telecentres Powys, acting through its Management Committee, may do all things necessary or expedient for the fulfilment of its objects including:

• organising events to raise awareness of the impact and uses of ICT.
• facilitating and or organising classes/instruction in ICT skills.
• providing access to ICT equipment.
• exploring ways in which ICT can be made more relevant to the people and communities of Powys.
• raising funds and to inviting and receiving contributions in the furtherance of the objectives and shall conform to any relevant statutory regulations.
• co-operation with charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchanging information and advice with them.
• the organisation and running of fund-raising activities.
• bringing together representatives of voluntary organisations, Town and Community Councils, Government departments, statutory authorities and individuals.
• collecting and disseminating information on all matters relating to its objects.
• writing, printing or publishing in whatever form as shall further its objects, and the issuing or circulation of the same whether for payment or otherwise.
• the purchase, leasing or in exchange, hiring or otherwise lawfully acquire such property or other rights and privileges as may be necessary for the promotion of its objects, and the construction, maintenance or alteration of the same, subject to the provisions of clause 16 hereof.
• the making of regulations for proper supervision, control and management of any property which may be so acquired.
• subject to clause 13 hereof, employ such persons as are necessary for the proper pursuit of the objects.
• the insurance and arrangement of insurance cover and to indemnify its employees and voluntary workers from and against all such risks incurred in the course of the performance of their duties as may be thought fit.
• the provision of indemnity insurance for the members of the Management Committee (or any of them) out of the funds of the Association provided that any such insurance shall not extend to any claim arising from any act or omission which the members of the Management Committee (or any of them) knew to be a breach of trust or which was committed by members of the Management Committee (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not.
• doing all such other lawful things as shall further the objects of the Association.

4 REGISTERED OFFICE

The Corporate IT Unit

The Gwalia

Llandrindod Wells

Powys

5 MEMBERSHIP

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 association.

All members shall be bound by the Constitution of the Association.

There shall be three categories of membership;

a Ordinary Telecentre membership - a 'community of interest' providing public access to modern office technology, the Internet and electronic mail in the county of Powys.

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 association.

Telecentres will maintain a register of their 'community of interest' constituents. Each constituent shall be registered with a parent telecentre.

6 SUBSCRIPTIONS

Members may be asked to pay yearly subscriptions as shall from time to time be decided by the Management Committee.

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 General Meeting.

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 ASSOCIATION

(a) Annual General Meetings

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:

• to receive the report of the Management Committee on the activities of the Association during the preceding year.
• to receive the accounts of the preceding year.
• to hold an election to fill any places on the Management Committee.
• to consider and vote on any proposals to alter this constitution in accordance with Clause 20 hereof.
• to consider any other business of which due notice has been given.

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.

(b) Special General Meeting

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 members.

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 General Meeting.

A member of the Management Committee shall cease to hold office if he or she :

• becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs.
• is absent without permission from the Management Committee from all its meetings held within a period of three months.
• notifies the Management Committee in writing of his or her resignation (provided that at least three members of the Management Committee will remain in office when the notice of resignation is to take effect).

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.

10 NOMINATION AND ELECTION

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 and nominee.

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 ALL MEETINGS

(a) Voting

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 telecentre.

(b) Quorum

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.

15 FINANCE

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 1^st April to 31^st March.

16 ASSOCIATION PROPERTY

(a) Land and Buildings

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 9 hereof.

(b) Investments

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.

17 ACCOUNTS

The Management Committee shall comply with any legal obligations with regard to:

• The keeping of accounting records for the Association.
• The preparation of annual statements of account for the Association.
• The auditing or independent examination of the Statement of Account of the Association.
• The transmission of the Statement of Account to any relevant authority which shall from time to time be interested.

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.

19 DISSOLUTION

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 CONSTITUTION

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 agreed.

Approval in writing must be obtained from any authority which may have jurisdiction over the Objects of the Association (e.g. Charity Commission).

CONSTITUTION OF

Telecentres Powys

LEGAL STRUCTURE: Unincorporated Association

TYPE OF VENTURE: Non-charitable voluntary sector body

Adopted 3^rd August 1998