Constitution for the Friends of Northcote Nature Reserve
Adopted 9th June 2017
The Name of the Group
1. The Group shall be called and known as the “Friends of Northcote Nature Reserve” (“FoNNR”).
2. For the purposes of this Constitution the following expressions shall bear the following meanings:
“AGM” an Annual General Meeting of the Group.
"Northcote Nature Reserve" (“NNR”) the area in the London Borough of Hounslow bordered by the bank of the Tidal Crane, Northcote Avenue and the access road to garages on the access road at the bottom of gardens on Crane Avenue.
“Chair” the person elected to chair meetings of the Committee
“Committee” the duly elected and constituted committee set up to manage the Group
“Committee Members” those Members of the Group who have been elected to serve on the Committee
“Constitution” this Constitution.
“Contractor/s” any body with whom the London Borough of Hounslow has a contractual relationship
“Council” the Council of the London Borough of Hounslow
“EGM” an Extraordinary General Meeting of the Group
“Friends” those persons who have been accepted as Members of the Group
“Group” Friends of Northcote Nature Reserve
“Member” a person who has applied for membership of the Group, paid any applicable annual subscription and been accepted as a member.
“Secretary” means the person elected to take and distribute minutes of the Committee’s meetings, maintain a list of Members and carry out other administrative functions on behalf of the Committee and the Group
“Special Resolution” a resolution passed by seventy-five per cent of the Members present and voting at a duly constituted general meeting of the Group
“Treasurer” the person elected to the Committee to manage the Group’s finances
Vision and purposes of the Group
3. The vision and purposes of the Group are:
3.1 To protect and enhance the environment, community and culture of the NNR for the benefit of the neighbourhood
3.2 Consistent with, and in furtherance of, the aims in paragraph3.1 above:
i) To promote the health and well-being of the residents of the area and work together as residents regardless of age, ethnic origin, ability, sex, belief or political affiliation
ii) To maintain and enhance the site and adjoining river and riverbank for leisure, environmental and recreational purposes
iii) To monitor the health of the NNR’s ecosystem
iv) To encourage the understanding, appreciation, enjoyment of the NNR, its unique ecosystem, history and culture
v) To support the boating culture of the tidal Crane
vi) To facilitate visual interaction with the Crane, its environs and unique tidal characteristics
vii) To encourage younger residents to be involved in the evolution and care of the NNR
viii) To lobby for, and promote, the aims of the association
ix) To raise funds and receive contributions where appropriate to finance or part finance initiatives at the NNR
x) To work with similar groups and exchange information and advice with them
xi) To develop and propose ideas and suggestions to the Council and, where appropriate, to request action or authorisation by the Council and any other relevant organisation;
xii) To provide a statutory consultative group for key issues or decision making regarding the site and its facilities or use
xiii) To work with the Council, its contractors, suppliers and local law enforcement officers to ensure that services provided are of maximum benefit to users and to the local community; and
xiv) To seek comments, views and suggestions from the local community in relation to the NNR including the Group’s own proposals for any actions it may undertake or propose to undertake in relation to NNR.
4. The Group may undertake any activity which it considers will promote the vision and purposes of the Group as set out in paragraph 3 above. It may in addition to such activity, carry out the following specific activities:
i) Practical conservation works (although day to day maintenance of the NNR will remain with the Council/Contractors);
ii) The organisation and execution of events and activities which the Group may consider to be for the benefit of the Group or other users of the NNR.
iii) The raising of money to pursue the vision and purposes of the Group;
iv) Discussing and exchanging information and ideas with:
- other similar friends of parks groups, other conservation and environmental groups, other local community groups, schools, nurseries and churches;
- Police and Crime Prevention Officers;
- Local/National Grant giving organisations; and
- The Council.
Membership of the Group
5. Membership of the Group shall be open to any person who is interested in the NNR and in the work of the Group, and who is willing to abide by this Constitution. The Group will promote its membership opportunity openly.
6. Any person desiring to be a Member of the Group shall complete an application in a form prescribed by the Committee, which shall be submitted to the Committee, together with an annual subscription (if applicable) at the rate from time to time fixed by the Committee. Applications for membership shall be considered at the next Committee meeting, after which notification of election to membership, or, as the case may be, rejection of the application, shall be given to the applicant, who shall thereupon, if accepted, become a Member.
7. The Secretary shall maintain a register and index of Members. The register shall be open to inspection by any Member upon application to the Committee. A copy of the current Constitution will be available to all Members upon joining the Group and will be publicly visible on the Group’s website. A paper copy of the Constitution will also be available on request.
8. If relevant, members shall pay an annual subscription to provide funds for necessary expenses of the Group. The amount shall be fixed from time to time by the Committee at such rate as it may consider appropriate.
9. The annual subscription at the time of publishing this Constitution shall be £0.00 for an individual or family. The Committee shall have discretion to waive all or any of these fees initially or from time to time.
10. The membership year shall run from 1st April in one year to 31st March in the following year. There will be no reduction in the subscription for part year membership.
11. Every Member shall be entitled to attend and vote at general meetings of the Group, and at every such meeting shall be entitled to cast one vote on every resolution upon which a vote is taken.
12. Donations are welcome but shall not entitle a Member to any additional votes.
Conduct of Members
13. Every Member, including every Committee Member, shall be required, as a condition of membership, in relation to the Group, its business, activities and affairs, whether at meetings or in any form of communication, to behave with courtesy and respect towards the Committee and other Members.
14. The Committee may refuse or terminate membership if, in its opinion, there is good and evidenced reason to consider that the participation of an applicant, or the continued participation of a Member, would be detrimental to the Group’s aims, activities, reputation or proceedings (including those at meetings of the Group). Such reasons might include, but shall not be confined to, dishonest or illegal activities, disruptive behaviour, bullying, harassment, and conscious and persistent actions liable to put an individual or individuals at risk.
15. Any Member who believes that he or she is or has been the object or victim (whether directly or indirectly) of another Member’s misconduct (including, without limitation, any such as is described in paragraph 14 above) should report the issue to the Chair of the Committee, who shall refer it to a meeting of the Committee. If the Committee decides that the matter should be pursued, it will nominate two Committee members to investigate the allegations.
16. If, on receiving the investigators’ report, the Committee considers that termination of membership of a Member should proceed, a motion to that effect will be placed on the agenda for the next (but not the same) meeting of the Committee, and the Member in question may, at the discretion of the Committee, be invited to attend for that item to address the Committee directly, if he or she so wishes. After hearing the Member (if he or she so attends), the Committee will discuss and vote on the matter. The Member will be notified in writing within seven days of the Committee’s decision. The decision of the Committee shall be final.
17. The Members shall elect a Committee, consisting of a Chair, a Secretary, a Treasurer and not less than three nor more than eight other Members of the Group.
18. The Committee shall conduct the business of the Group, and may regulate the format of its own meetings from time to time as it considers fit.
19. At the first AGM all Committee Members, other than the Chair, the Secretary and the Treasurer, shall retire from office, and at the AGM in every subsequent year, one third of the Committee Members for the time being, or, if their number is not three or a multiple of three, then the number nearest one third (excluding the Chair, the Secretary and the Treasurer) shall retire from office. The Committee Members to retire in every year shall be those who have been longest in office since their last election. In the event of there being more than one third who have been in office for the same period those to retire shall be determined by lot. A retiring Committee Member shall be eligible for re-election.
20. The Chair, the Secretary and the Treasurer shall each hold office until the close of the third AGM, but shall thereafter be eligible for re-election for one or more further fixed terms.
21. At the AGM at which a Committee Member retires by rotation, the Group may fill the vacancy by electing another Member, or, in default, the retiring Committee Member, if offering him/herself for re-election, shall be deemed to have been re-elected, unless it is resolved not to fill the vacancy. No Member, other than a retiring Committee Member, shall be eligible for election unless, at least fourteen days prior to the date appointed for the AGM, the Committee has received notice in writing, signed by the applicant and supported in writing by not less than three Members of their intention to propose such applicant for election.
22. By Special Resolution, the Members may, from time to time and at any time, remove any Committee Member from office, and may, by Special Resolution, appoint another Member in place of the Member so removed from office. The Members may also, by Special Resolution, appoint any Member as a Committee Member to fill a casual vacancy.
23. The Committee may, whenever it considers that it does not have the skills to perform adequately the business of the Group or some aspect of it, co-opt up to three additional Members to join the Committee. Co-opted Committee Members shall not have votes at meetings of the Committee.
24. The Committee may, as and when it considers appropriate, set up sub-groups and/or working parties, to operate on such terms as the Committee shall determine and these will be accountable to the Committee at all times.
25. The quorum for a meeting of the Committee shall be five.
26. Decisions at all Committee meetings shall be by a simple majority vote. In the case of an equality of votes the Chair shall have a second or casting vote. A resolution in writing signed by all the Committee Members for the time being shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.
27. The Committee shall meet at least four times a year.
28. The Chair may and the Secretary, at the direction of the Chair, shall, at any time call an emergency meeting upon giving 24 hours prior notice to the other Committee Members.
29. The agenda for each Committee meeting shall be circulated to Committee Members at least seven days before the agreed meeting date.
30. The Committee shall cause minutes to be made of the proceedings at its meetings and for the minutes of the full Committee meetings to be available to all Members. Minutes of sub-group meetings may be requested by Members from the individual sub-group. Copies of all minutes will be placed on the Group’s website once approved.
31. Any complaint about the work or conduct of the Committee by a Committee Member or other Member of the Group shall be made in writing and sent to the Chair of the Committee. The Committee will consider the complaint at its next Committee meeting and use reasonable endeavours to address the points raised and to correct any problems highlighted. It will inform the complainant in writing of the action taken.
32. If the Member who has complained is still not satisfied he or she should send a copy of the complaint and any correspondence received to the Head of the Council’s Parks Service who will consider the complaint. The Council may appoint South West London Environment Network as its agent to investigate the complaint and liaise with the relevant parties to attempt to resolve the problems reporting back to the Council. The Council will inform the Committee of the steps that should be taken and which it recommends are taken to resolve the issue. The Committee will abide by the decision of the Council.
Annual General Meetings
33. The Group shall hold an AGM in each year and not more than fifteen months shall elapse between the date of one AGM and the date of the next. The first AGM shall be held not less than twelve nor more than eighteen months after establishment of the Group by the election of the first Committee Members.
34. All AGMs and other general meetings of the Group will be open to the public to attend.
35. At least twenty-eight days’ notice of every AGM shall be given to all Members. The AGM will also be advertised by e-mail to members and in three public locations nearby.
36. The business of the AGM shall include:
- a. Receipt of a written report from the Chair on the Group’s activities over the previous twelve months;
- b. Receipt of reports from any sub-committees;
- c. Receipt of a written report from the Treasurer, including an income and expenditure account for the last financial year and a balance sheet as at the last date of that period;
- d. Election of Committee Members; and
- e. Consideration of any other matters as the Chair may consider appropriate for discussion at the meeting.
37. Not later than seven days before the date of the AGM, the Secretary shall circulate to Members the agenda for the AGM, together with ballot papers for completion where there is to be an election of new Committee Members.
38. Members unable to attend the meeting may offer apologies for absence and return their completed ballot papers to the Secretary at least 48 hours before the scheduled time for the AGM.
39. Any business not on the agenda of the AGM may only be accepted and discussed at the discretion of the Chair, and no resolutions may be passed relating to or arising from any such additional items.
40. The quorum for the AGM shall be eight Members present in person at the time of commencement of the business of the meeting.
41. At every AGM a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is demanded by the Chair or by at least three Members present at the meeting. Unless a poll is so demanded, a declaration by the Chair that a resolution has, on a show of hands, been carried, or lost, shall be conclusive evidence of the fact, without proof of the number of votes recorded in favour of or against such resolution. In the case of an equality of votes the Chair shall have a second or casting vote.
42. Copies of the minutes of all AGMs will be available to all Members on request and placed on the Group’s website.
Extraordinary General Meetings.
43. The Group may hold EGMs from time to time in order that the Committee may report to the Members on the Group’s business and so that Members may raise and discuss any topic relating to the Group’s activities. At least fourteen days’ notice of such meetings shall be given to all Members.
44. The conduct, management and decision making capacity of an EGM shall be the same as for an AGM.
45. An EGM may be requested by not less than twelve Members or one quarter of the total number of Members, whichever shall be the greater, to discuss a specific topic or proposal.
46. Copies of the minutes of all EGMs will be available to all Members on request and placed on the Group’s website.
47. The Committee shall establish one or more bank accounts for and in the name of the Group.
48. Signatories to the bank account shall be the Treasurer and two other Committee Members. These signatories shall be required to sign each cheque, or other withdrawal from the Group’s bank accounts.
49. No expenditure shall be incurred save in the course of meeting the declared aims of the Group.
50. Any expenditure exceeding £25 shall require the written consent of any two of the Chair, the Treasurer and the Secretary.
51. A record of such written approvals shall be maintained by the Treasurer.
52 All expenditure must be supported with valid and original receipts and/or initialled by the authorising Committee Members.
53. Income and expenditure accounts shall be maintained by the Treasurer and, together with a balance sheet for each year, shall be presented to the AGM for that year. Copies will be available to any member on request and placed on the website of the Group.
54. If the Group decides to become a registered charity and its income exceeds the statutory limits from time to time, then an independent examiner will be appointed at the time it decides to change its status. The independent examiner’s report on the Group’s accounts will then be presented to the AGM for approval by the Members.
Policies and Insurance
55. The Committee may develop policies to protect the Group, its Members and other users of the NNR as is deemed necessary. This may include a child and vulnerable adult policy, risk assessments and a health and safety policy. These will be ratified by a simple majority vote by a show of hands at a Committee meeting.
56. If the Group carries out volunteer work days or runs events the Committee shall, in advance of such days or events obtain all relevant licences and permissions and take out appropriate insurance to include cover for injuries to volunteers or third parties and damage to any property.
57. No member may speak on behalf of, or claim to represent, the Group save with the prior consent of the Chair.
Alteration of the Constitution
58. This Constitution may only be altered by a Special Resolution of the Members at an AGM or an EGM called expressly for that purpose.
Dissolution of the Group
59. The group may be wound up and dissolved at any time by a Special Resolution passed at an EGM called expressly for that purpose.
60. Upon dissolution, any assets then remaining shall be devoted solely to an activity or a purchase for the benefit of The Tidal Crane Association.
61. The Chair, Treasurer and Secretary of the Group at the time of the dissolution shall facilitate the dissolution and liaise with the Council in order to ensure that any remaining assets are used in accordance with paragraph 58 above.