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| Constitution |
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Name The name of the Association is the London Health and Safety Group (hereinafter referred to as "the Charity"). 2. Administration Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause 7 of this constitution. 3. Objects 3.1 The Charity's objects are to protect and preserve the health and safety of those living and working in London and its surroundings by promoting the provision of safe and healthy working environments for the public benefit. 3.2 In particular, to achieve the above, the Committee may organise monthly meetings where important health and safety legislation and other topics are explained by experts and discussed with members to enable them to promote and control Health and Safety both in the workplace and in the home. Visits are also arranged where these can secure an observation of successful health and safety practices. 3.3 Close liaison is kept with the enforcement agencies (the Health and Safety Executive and the Environmental Health Departments) so that the programme of activities also complements their objectives too, and that members are kept up-to-date with any changes in the Law, guidance and advice associated with Health and Safety. 4. Powers In furtherance of the objects but not otherwise, the Executive Committee may exercise the following powers: 4.1 Power to co-operate with other charities, groups, voluntary bodies and statutory authorities operating in furtherance of the objects on similar charitable purposes and to exchange information and advice with them. 4.2 Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects. 4.3 Power to appoint and constitute such advisory committees as the Executive Committee may think fit. 4.4 Power to do all such other lawful things as is necessary for the achievement of the objects. 4.5 Power to pay expenses or honorariums to those members who carry out duties for the Charity in accordance with its objects. 4.6 Power to grant Honorary Membership to a member who has given valuable service to the Charity over a significant period of time. Such service to be identified and decided by the Committee. Such Honorary Membership shall be approved by all members at the Annual General Meeting. No annual subscription shall be paid by an Honorary Member. 5. Membership 5.1 Membership of the Charity shall be open to:- 5.1.1 Individuals (over the age of 18 years) who are interested in furthering the work of the Charity and who have paid any annual subscription laid down from time to time by the Executive Committee. 5.1.2 Any body corporate or unincorporated association which is interested in furthering the Charity's work and has paid any annual subscription (any such body being called in this constitution a member organisation). 5.2 Every member shall have one vote. This shall include all honorary and retired members. 5.3 Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity and may appoint an alternative to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend. 5.4 Each member organisation shall notify the name of the representative appointed by it and of any other alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation. 5.5 The Executive Committee may unanimously and for good reason terminate the membership of any individual or member organisation provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made. 6. Honorary Officers 6.1 At the annual general meeting of the Charity the members shall elect from among themselves a Chair, Deputy Chair, a Secretary and a Treasurer and other nominated members of the Executive Committee, who shall hold office from the conclusion of that meeting. 6.2 At the Annual General Meeting of the Charity members may elect a President who shall be a non-voting and non-Executive member but who may preside at an Annual General Meeting; (amended 17th April 2000). 7. Executive Committee 7.1 The Executive Committee shall consist of not less than 8 (eight) members nor more than 15 (fifteen) members being:- 7.1.1 The honorary officers specified in the preceding clause. 7.1.2 Not less than 4 (four) and not more than 11 (eleven) members elected at the annual general meeting who shall hold office from the conclusion of that meeting. 7.1.3 Nominated members appointed as follows:- Chair Deputy Chair Treasurer Secretary Assistant Secretary Programme Secretary Membership Secretary Safety Groups UK Representatives (up to 2) Other Committee Members (up to 6) 7.2 The Executive Committee may in addition appoint not more than 2 (two) co-opted members but so that no-one may be appointed as a co-opted member, if as a result, more than one third of the members of the Executive Committee would be co-opted as members. Each appointment of a co-opted member shall be made at a special meeting of the Executive called under clause 10 and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant. 7.3 All members of the Executive Committee shall retire from office together at the end of the Annual General Meeting next after the date on which they came into office but they may be re-elected or re-appointed. 7.4 The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member. 7.5 Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause. 7.6 No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Charity. 8. Determination of Membership of the Executive Committee A member of the Executive Committee shall cease to hold office if he or she: 8.1 Is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1992 (or any subsequent re-enactment or modification of that provision). 8.2 Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her affairs. 8.3 Is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolves that his or her office be vacated. 8.4 Notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect). 9. Executive Committee Members must not be Personally Interested No member of the Executive Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee. |
10.
Meetings and Proceedings of the Executive
Committee 10.1 The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Executive Committee upon not less than 4 days notice being given to the other members of the Executive Committee of the matters to be discussed but, if the matters include an appointment of a co-opted member, then not less than 21 days notice must be given. 10.2 The Chairman shall act as Chairman at meetings of the Executive Committee. If the chairman is absent then the vice-chairman shall conduct the meeting, but if both Chairman and Vice-Chairman are absent at any meeting, the members of the Executive Committee shall choose one of their number to be Chairman of the meeting before any business is transacted. 10.3 There shall be a quorum when at least one third of the numbers of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting. 10.4 Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of vote the Chairman of the meeting shall have a second or casting vote. 10.5 The Executive Committee shall keep minutes, in books or files (physical or electronic) kept for the purpose of the proceedings at meetings of the Executive Committee or any sub-committee. 10.6 The Executive Committee may from time to time make or alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of their documents. No rule may be made which is inconsistent with this constitution. 10.7 The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Executive Committee. 11. Receipts and Expenditure 11.1 The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank or banks as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee. 11.2 The funds belonging to the Charity shall be applied only in furthering the objects. 12. Accounts The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to: 12.1 The keeping of accounting records for the Charity; 12.2 The preparation of annual statements of account for the Charity; 12.3 The auditing or independent examination of the statements of account of the Charity; and 12.4 The transmission of the statements of account of the Charity to the Commissioners. 13. Annual Report The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of the Act) with regard to the preparation of annual report and its transmission to the Commissioners. 14. Annual Return The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners. 15. Annual General Meetings 15.1 There shall be an Annual General Meeting of the Charity which shall be held in the month of April in each year or as soon as practicable thereafter. 15.2 Every Annual General Meeting shall be called by the Executive Committee. The Secretary shall give at least 21 days notice of the Annual General Meeting to all the members of the Charity. All members of the Charity shall be entitled to attend and vote at the meeting. 15.3 Before any other business is transacted at the first Annual Meeting the persons present shall appoint a Chairman of the meeting. The Chairman shall be the Chairman of subsequent Annual General Meeting, but if he or she is not present before any other business is transacted, the persons present shall appoint a Chairman of the meeting. 15.4 The Executive Committee shall present to each Annual General Meeting the report and accounts of the Charity for the preceding year. 15.5 Nominations for election to the Executive Committee must be made by members of the Charity in writing and must be in the hands of the Secretary of the Executive Committee at least 14 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot. 16. Special General Meeting The Executive Committee may call a Special General Meeting of the Charity at any time if at least ten members request such a meeting in writing or by sending an e-mail to the Committee Chairman and Secretary stating the business to be considered the Secretary shall call such a meeting. At least 21 days notice must be given. The notice must state the business to be discussed. 17. Procedure at General Meetings 17.1 The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every General Meeting of the Charity. 17.2 There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present at any General Meeting. 18. Notices Any notices required to be served on any member of the Charity shall be in writing and shall be served by the Secretary of the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom and any letter so sent shall be deemed to have been received within 10 days of posting or by electronic means to the e-mail address furnished by the member. 19. Alterations to the Constitution 19.1 Subject to the following provisions of this Clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a General Meeting. The notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed. 19.2 No amendment may be made to Clause 1 (the name of the Charity clause), Clause 3 (the objects clause), Clause 9 (Executive Committee members not to be personally interested clause), Clause 20 (the dissolution clause) or this Clause without the prior consent in writing of the Commissioners. 19.3 No amendment may be made which would have the effect of making the Charity cease to be a Charity at law. 19.4 The Executive Committee should promptly send to the Commissioners a copy of any amendment made under this clause. 20. Dissolution 20.1 If the Executive Committee decides it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by two thirds majority of those present and voting, the Executive Committee shall have the power to realise any assets held by or on behalf of the Charity. 20.2 Any assets remaining after 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 Charity as the members of the Charity may determine or failing that, shall be applied for some other Charitable Purpose. 20.3 A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commissioners. 21. Adoption This Constitution was adopted on the 16th day April 2007 by the persons whose signatures appear at the bottom of this document. Signed by:- Edmund
Jacobs
Marion Murphy Roger Hinds Gary Frost |
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updated:- 06.01.2009
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