This Constitution was formally adopted as the Constitution of the Association at 00:00 on Monday the 19th of February, 2007.
PART 1
1. Adoption of the Constitution
(a) The association and its property will be administered and managed in accordance with the provisions in Part 1 and Part 2 of this Constitution.
2. Name
(a) The Name of the Association is Pagan Network, hereafter referred to as the Association.
3. Objects
(a) The Objects of the Association are:
i. to promote the acceptance of Paganism and its associated religions within the United Kingdom;
ii. to provide information, support and a social forum for those who self-identify as Pagans and those with a general interest in Paganism;
iii. to run events of interest to and for the benefit and entertainment of those who self-identify as Pagans and those with a general interest in Paganism.
(b) In furtherance with these aims, the Association may do all such lawful things as are deemed necessary for the attainment of the aims whilst ensuring it remains beneficial to the community
4. Application of Income and Property
(a) The income and property of the Association shall be applied solely towards the promotion of the objects.
(b) A member of the Management Committee of the Association or a person acting under the direction of a member of the Management Committee of the Association may be reimbursed from the property of the association reasonable expenses incurred by him or her when acting on behalf of the Association.
(c) None of the income or property of the Association may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Association. This does not prevent:
i. a member of the Association who is not also a member of the Management Committee of the Association from receiving reasonable and proper renumeration for any goods or services supplied to the Association;
ii. a member of the Management Committee of the Association from:
A. buying goods or services from the Association upon the same terms as other members of the Association or members of the public;
B. receiving a benefit from the Association in the capacity of a beneficiary of the Association, provided that the Management Committee comply with the provisions of sub-clause (f) of clause 4, or as a member of the Association and upon the same terms as other members of the Association;
iii. the purchase of indemnity insurance for the Management Committee against any liability that by virtue of any rule of law would otherwise attach to a member of the Management Committee or other officer of the Association in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the Association but excluding:
A. fines;
B. cost of unsuccessfully defending criminal prosecutions for offences arising out of fraud, dishonesty or wilful or reckless misconduct of the member of the Management Committee or other officer;
C. liabilities to the Association that result from conduct that the member of the Management Committee or any other officer of the Association knew or ought to have known was not in the best interests of the Association or in respect of which the person concerned did not care whether that conduct was in the best interests of the Association or not.
(d) No member of the Management Committee may be paid or receive any other benefit for being a member of the Management Committee.
(e) A member of the Management Committee may:
i. sell goods, services or any interest in land to the Association;
ii. be employed by or receive any renumeration from the Association;
iii. receive any other financial benefit from the Association;
if:
iv. he or she is not prevented from doing so by sub-clause (d) of clause 4; and
v. the benefit is permitted by sub-clause (c) of clause 4;
vi. the benefit is authorised by the Management Committee in accordance with the conditions in sub-clause (f) of clause 4.
(f)
i. If it is proposed that a member of the Management Committee should receive a benefit from the Association that is not already permitted under sub-clause (c) of clause 4, he or she must:
A. declare his or her interest in the proposal;
B. be absent from that part of any meeting at which the proposal is discussed and take no part in the discussion of it;
C. not be counted in determining whether the meeting is quorate;
D. not vote on the proposal.
ii. In cases covered by sub-clause (e) of clause 4, those members of the Management Committee who do not stand to receive the proposed benefit must be satisfied that it is in the interests of the Association to contract with or employ that member of the Management Committee rather than with someone who is not a member of the Management Committee and they must record the reason for their decision in the minutes. In reaching that decision the Management Committee must balance the advantage of contracting with or employing a member of the Management Committee against the disadvantage of doing so (especially the loss of the member of the Management Committee's services as a result of dealing with the member of the Management Committee's conflict of interest).
iii. The Management Committee may only authorise a transaction falling within paragraphs i to iii of sub-clause (e) of clause 4 if the Management Committee comprises a majority who have not received any such benefit.
iv. If the Management Committee fail to follow this procedure, the resolution to confer a benefit upon the member of the Management Committee will be void and the member must repay to the Association the value of any benefit received by the member from the Association.
(g) A member may not seek reimbursement if the purchase has not been signed off by at least two other members of the Management Committee and if the sum is greater than the total funds held.
(h) A member of the Management Committee must absent himself or herself from any discussions of the Management Committee in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Association and any personal interest (including, but not limited to, any personal financial interest) and take no part in the voting upon the matter.
(i) In this clause 4, “member of the Management Committee†shall include any person, firm or company connected with the member of the Management Committee, and “Management Committee†shall include any person, firm or company connected with the Management Committee.
5. Dissolution
(a) If the members of the Association resolve to dissolve the Association the Management Committee will remain in office as members of the Management Committee and be responsible for winding up the affairs of the Association in accordance with this clause.
(b) The Management Committee must collect in all assets of the Association and must pay or make provision for all the liabilities of the Association.
(c) The Management Committee must apply any remaining property or money
i. directly for the Objects;
ii. by transfer to any association charity, associations or charities for purposes the same as or similar to the Association.
(d) The members of the Association must pass a resolution before or at the same time the resolution to dissolve the Association specifying the manner in which the Management Committee are to apply the remaining property or assets of the Association and the Management Committee must comply with the resolution if it is consistent with paragraphs i to iii of sub-clause (c) of clause 5.
(e) In no circumstances shall the net assets of the Association be paid to or distributed among the members of the Association (except to a member that is itself an association or charity in accordance with sub-clause (c) of clause 5).
6. Amendments
(a) The Association may amend any provision contained in Part 1 of this Constitution provided that
i. no amendment may be made to alter the Objects of the Association if the change would not be within the reasonable contemplation of the members of the Association;
ii. any resolution to amend a provision in Part 1 of this is passed by a not less than two thirds of the members present and voting at an Annual or Extraordinary General Meeting.
(b) Any provision contained in Part 2 of this Constitution may be amended, provided that any such amendment is made by simple majority of the members present and voting at an Annual or Extraordinary General Meeting.
PART 2
7. Membership
(a) Membership is open to any individual over the age of sixteen with written parental consent, any individual over the age of eighteen and organisations.
(b) Membership shall consist of Voting and Non-Voting members.
(c) All members are entitled to basic access to the Association's website.
i. Voting members are to be known as “Full Members†and may have additional entitlements and access. Full Members are hereafter known as “members of the Associationâ€.
(d) Applications for Membership of the Association must be made to and are approved by the Management Committee.
(e)
i. The Management Committee may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Association to refuse the application.
ii. The Management Committee must inform the applicant in writing of the reasons for refusal within twenty-one days of the decision.
iii. The Management Committee must consider any written representations the applicant may make about the decision. The Management Committee's decision following any written representations must be notified to the applicant in writing within twenty-one days but shall be final.
(f) Membership is non-transferable.
(g) The Management Committee must keep a register of names and addresses of the members.
8. Termination of Membership
Membership shall be terminated if:
(a) the member dies or, if it is an organisation, ceases to exist;
(b) the member resigns by written notice to the Association unless, after the resignation, there would be less than two members;
(c) any sum due from the member to the Association is not paid in full within six months of it falling due;
(d) the member is removed from membership by a resolution of the Management Committee that it is in the best interests of the Association that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
i. that member has been given at least twenty-one days' notice in writing of the meeting of the Management Committee at which the resolution will be proposed and the reasons why it is to be proposed;
ii. the member or, at the option of the member, the member's representative (who need not be a member of the Association) has been allowed to make representations to the meeting.
9. General Meetings
(a) A General Meeting must be held within thirteen months of the date of the adoption of this Constitution.
(b) An Annual General Meetings must be held in each subsequent year and not more than fifteen months may elapse within successive general meetings.
(c) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
(d) The Management Committee may call an Extraordinary General Meeting at any time.
(e) The Management Committee must call an Extraordinary General Meeting if requested to do so in writing by at least ten members or one tenth of the Association, whichever is greater. The request must state the nature of the business that is to be discussed. If the Management Committee fail to hold the meeting within thirty-five days of the receipt of such a request, the members may proceed to call an Extraordinary General Meeting, but in doing so they must comply with this Constitution.
(f) A draft agenda must be made available no later than fifteen days prior to the date of the General Meeting, unless the meeting is called under sub-clause (b) of clause 10, in which case the agenda must be made available the day before the meeting.
(g) A final agenda must be made available no later than five days prior to the date of the General Meeting, unless the meeting is called under sub-clause (b) of clause 10, in which case the agenda must be made available the day before the meeting.
10. Notice
(a) The minimum period of notice to hold any General Meeting is twenty-eight days from the date on which the notice is deemed to have been given.
(b) A General Meeting may be called at shorter notice if it is agreed by all the members entitled to attend and vote.
(c) The notice must specify the date, time and venue (be it on-line or in person) of the meeting, and the general nature of the business to be transacted. If the meeting is to be an Annual General Meeting, the notice must say so.
(d) The notice must be given to all the members and to the Management Committee.
11. Quorum
(a) No business shall be transacted at any General Meeting unless a quorum is present.
(b) A quorum is:
i. three members of the Management Committee (or fifty percent of the Management Committee, whichever is the smaller) and five members entitled to vote upon the business to be conducted at the meeting; or
ii. three members of the Management Committee (or fifty percent of the Management Committee, whichever is the smaller) and one tenth of the total membership at the time,
whichever is the greater.
(c) The authorised representative of a member organisation shall be quoted in the quorum.
(d) If:
i. a quorum is not present within half an hour from the time appointed for the meeting; or
ii. during a meeting a quorum ceases to be present,
the meeting shall be adjourned to such a time and place as the Management Committee shall determine.
(e) The Management Committee must re-convene the meeting and must give at least fourteen days' notice of the re-convened meeting stating the date, time and venue (be it on-line or in person) of the meeting.
(f) If no quorum is present at the re-convened meeting within thirty minutes of the time specified at the start of the meeting the members present at that time shall constitute the quorum for that meeting.
12. Chair
(a) General Meetings shall be chaired by the person who has been elected as Chair.
(b) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a member of the Management Committee must be nominated to chair the meeting by the members present and entitled to vote.
(c) If there is only one member of the Management Committee present and willing to act he or she must chair the meeting.
(d) If no member of the Management Committee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.
(e) The Chair may only preside over a total of three meetings, at which point a new Chair must be elected.
(f) A person may not be re-elected to Chair within twelve months of holding the position.
13. Adjournments
(a) The members present at a meeting may resolve that the meeting shall be adjourned.
(b) The person who is chairing the meeting must decide the date, time and venue at which the meeting is to be re-convened unless those details are specified in the resolution.
(c) No business shall be conducted at an adjourned meeting unless it could have been conducted at the meeting had the adjournment not taken place.
(d) If a meeting is adjourned by resolution of the members for more than fourteen days, at least fourteen days' clear notice must be given of the re-convened meeting stating the date, time and venue of the meeting.
14. Voting
(a) Each member of the Association shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
(b) A resolution in writing signed by each member (or in the case of an organisation, its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members.
(c) The Chair is not entitled to vote at a meeting except in cases where a casting vote is required.
15. Representatives of Other Bodies
(a) Any organisation that is a member of the Association may nominate any person to act as its representative at any meeting of the Association.
(b) The organisation must give written notice to the Association of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the Association. The nominee may continue to represent the organisation until written notice to the contrary is received by the Association.
(c) Any notice given to the Association will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The Association shall not be required to consider whether the nominee has been properly appointed by the organisation.
16. Officers
(a) The Association and its property shall be managed and administered by a Committee comprising the Officers and other members elected in accordance with this Constitution. The Officers and other members of the Committee shall be the Management Committee of the Association and this Constitution are together called the “Management Committeeâ€.
(b) The Association shall have the following Officers:
i. Communications Manager
ii. Events Manager
iii. Finance Manager
iv. Membership Manager
v. Regional Representation Manager
(c) A member of the Management Committee must be a member of the Association or the nominated member of an organisation that is a member of the Association. They must also have been a member of the Association for a period of time that must total no less than twelve months over the period of forty eight months prior to their nomination.
(d) The Finance Manager is exempt from the membership requirements laid out in sub-clause (c) of clause 16 provided that they are qualified or deemed to have enough experience to hold the position by the Management Committee. The Finance Manager is not required to be a member of the Association. If the Finance Manager is not a member of the Association, they are not entitled to vote at General Meetings.
(e) No-one may be appointed to the Management Committee if he or she would be disqualified from acting under the provisions of clause 19.
(f) The number of members that comprise the Management Committee shall be no less than two but (unless otherwise determined by a resolution of the Association in general meeting) shall not be subject to any maximum.
(g) The first members of the Management Committee shall be those persons elected as members of the Management Committee prior to and at the meeting at which this Constitution is adopted.
(h) A member of the Management Committee may not appoint anyone to act on his or her behalf at meetings of the Management Committee.
17. Appointment of Members to the Management Committee
(a) The Association in general meeting shall elect the members of the Management Committee.
(b) The Management Committee may appoint any person who is willing to act as a member of the Management Committee. Subject to paragraph ii of sub-clause (e) of clause 17, they may also appoint members of the Management Committee to act as Officers.
(c) Each of the members of the Management Committee shall retire with effect from the conclusion of the Annual General Meeting falling on or within twelve months after the two year anniversary of his or her appointment but shall be eligible for re-election at that Annual General Meeting.
(d) No-one may be elected a member of the Management Committee at any Annual General Meeting unless prior to the meeting the Association is given notice that:
i. is backed by two members eligible to vote at the meeting;
ii. states the member's intention to propose the appointment of a person to the Management Committee;
iii. is also backed by the person who is proposed to show his or her willingness to be appointed.
(e)
i. The appointment of a member to the Management Committee, whether by the Association in general meeting or by the other members of the Management Committee, must not cause the number of members of the Management Committee to exceed any number fixed in accordance with this Constitution as the maximum number of members of the Management Committee.
ii. The Management Committee may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office.
18. Powers of Members of the Management Committee
(a) The members of the Management Committee must manage the business of the Association and have the following powers in order to further the Objects (but not for any other purpose):
i. to raise funds;
ii. to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
iii. to sell, lease or otherwise dispose of all or any part of the property belonging to the Association;
iv. to borrow money and to change the whole or part of the property belonging to the Association as security for repayment of the money borrowed;
v. to co-operate with other associations, charities, voluntary bodies and statutory bodies and to exchange information and advice with them;
vi. to acquire, merge with or enter into partnership or joint venture arrangement with any other Association or Company formed for any part of the Objects;
vii. to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
viii. to obtain and pay for such goods and services as are necessary for carrying out the work of the Association;
ix. to open and operate such bank and other accounts as the Management Committee consider necessary and to invest funds and to delegate funds in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act, 2000.
x. to do all such other lawful things as are necessary for the achievement of the Objects.
(b) No alteration of this constitution of any special resolution shall have retrospective effect to invalidate any prior act of the Management Committee.
(c) Any meeting of the Management Committee at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Management Committee.
(d) Written agreement must be obtained from at least two members of the Management Committee prior to the purchase of any goods, property or services and prior to the signing of any document contracting the Association to the purchase of any goods, property or services.
19. Disqualification and Removal of Members from the Management Committee
(a) A member of the Management Committee shall cease to hold office if he or she:
i. is disqualified by Companies House from acting as a director of a Company;
ii. ceases to be a member of the Association;
iii. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
iv. resigns as a member of the Management Committee by notice to the Association (but only if at least two members of the Management Committee will remain in office when the notice of resignation is to take effect); or
v. is absent without the permission of the Management Committee from all their meetings held within a period of six consecutive months and the Management Committee resolve that his or her office be vacated.
20. Proceedings of Members of the Management Committee
(a) The Management Committee may regulate their proceedings as they see fit, subjects to the provisions of this Constitution.
(b) Any member of the Management Committee may call a meeting of the Management Committee.
(c) Questions arising at a meeting must be decided by a majority of votes.
(d) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(e) No decision may be made by a meeting of the Management Committee unless a quorum is present at the time the decision is purported to be made.
(f) The quorum shall be two or the number nearest to fifty percent of the total members of the Management Committee, whichever is greater, or such larger number as may be decided from time to time by the Management Committee.
(g) A member of the Management Committee shall not be counted in the quorum present when any decision is made about a matter upon which that member is not entitled to vote.
(h) If the number of members of the Management Committee is less than the number fixed as the quorum, the continuing member or members of the Management Committee may act only for the purpose of filling vacancies or calling of a general meeting.
(i) The person elected as the Chair shall chair meetings of the Management Committee.
(j) If the Chair is unwilling or unable to preside or is not present within ten minutes after the time appointed for the meeting, the Management Committee may appoint one of their own number to chair the meeting.
(k) The person appointed to chair meetings of the Management Committee shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Management Committee.
(l) A resolution in writing signed by all the members of the Management Committee entitled to receive notice of a meeting of the Management Committee and to vote upon the resolution shall be valid and effectual as if it had been passed at a meeting of the Management Committee duly convened and held.
(m) The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one of more members of the Management Committee.
21. Delegation
(a) The Management Committee may delegate any of their powers or functions to a committee of two or more members of the Management Committee but the terms of any such delegation must be recorded in the minutes.
(b) The Management Committee may impose conditions when delegating, including the conditions that:
i. the relevant powers are to be exercised exclusively by the committee to whom they delegate;
ii. no expenditure may be incurred on behalf of the Association except in accordance with a budget previously agreed with the Management Committee.
(c) The Management Committee may revoke or alter a delegation.
(d) All acts and proceedings of any delegate committees must be fully and promptly reported to the Management Committee.
22. Irregularities in Proceedings
(a) Subject to sub-clause (b) of clause 22, all acts done by a meeting of the Management Committee, or a committee of members of the Management Committee, shall be notwithstanding the participation in any vote of a member of the Management Committee:
i. who is disqualified from holding office;
ii. who had been obliged by this Constitution to vacate office;
iii. who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise,
if, without:
iv. the vote of that member of the Management Committee; and
v. that member of the Management Committee being counted in the quorum,
the decision has been made by a majority of the Management Committee at a quorate meeting.
(b) Sub-clause (a) of clause 22 does not permit a member of the Management Committee to keep any benefit that may be conferred on him or her by a resolution of the Management Committee or a delegate acting upon the direction of the Management Committee if the resolution would otherwise have been void.
(c) No resolution or act of:
i. the Management Committee;
ii. any committee of members of the Management Committee;
iii. the Association in General Meeting
shall be invalidated by reason of failure to give notice to any member of the Management Committee or member of the Association or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Association.
23. Minutes
The Management Committee must keep minutes of all:
(a) appointments of Officers and members of the Management Committee made by the Management Committee;
(b) proceedings at meetings of the Association;
(c) meetings of the Management Committee and committees of members of the Management Committee including:
i. the names of those members of the Association present at the meeting;
ii. the decisions made at the meeting; and
iii. where appropriate the reasons for the decisions.
24. Annual Summary Report, Quarterly Reports and Accounts
(a) Each member of the Management Committee must produce an Annual Summary Report two weeks prior to each Annual General Meeting detailing their actions since two weeks prior to the previous Annual General Meeting.
(b) Additional to the Annual Summary Report, each member of the Management Committee must produce a Quarterly Report at the beginning of each quarter of the financial year.
(c) Accounts must be produced and made available to the members of the Association two weeks prior to each Annual General Meeting summarising the Association's financial transactions since two weeks prior to the previous Annual General Meeting.
25. Property
(a) The Management Committee must ensure the title to:
i. all land held by or in trust for the Association; and
ii. all investments held by or on behalf of the Association,
is vested either in a corporation entitled to act as a custodian or in not less than three individuals appointed by them as holding members of the Management Committee.
(b) The terms of the appointment of any holding members of the Management Committee must provide that they may only act in accordance with lawful directions of the Management Committee and that if they do so they will not be liable for the acts and defaults of the Management Committee or of the members of the Association.
(c) The Management Committee may remove the holding members of the Management Committee at any time.
26. Repair and Insurance
(a) The Management Committee must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Association (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitability in respect of public liability and employer's liability.
27. Notices
(a) Any notice required to be given by this Constitution to be given to or by any person must be:
i. in writing; or
ii. given using electronic communications.
(b) The Association may give any notice to a member either:
i. personally; or
ii. by sending it by post in a pre-paid envelope addressed to the member at his or her address; or
iii. by leaving it at the address of the member; or
iv. by giving it using electronic communications to the member's address.
(c) A member who does not register an address with the Association or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Association.
(d) A member present in person at any meeting of the Association shall be deemed to have received notice of the meeting and of the purposes for which it was called.
(e)
i. Proof that an envelope containing a notice was properly addressed, pre-paid and posted shall be conclusive evidence that the notice was given.
ii. Proof that a notice contained in an electronic communication was sent shall be conclusive evidence that the notice was given.
iii. A notice shall be deemed given forty-eight hours after the envelope containing it was posted or, in the case of electronic communication, forty-eight hours after it was sent.
28. Rules
(a) The Management Committee may from time to time make rules or bye-laws for the conduct of their business.
(b) The bye-laws may regulate the following matters but are not restricted to them:
i. the admission of members of the Association (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
ii. the conduct of members of the Association in relation to one another, and to the Association's employees and volunteers;
iii. the setting aside of the whole or any part or parts of the Association's premises at any particular time or times or for any particular purpose or purposes;
iv. the procedures at General Meeting and meetings of the Management Committee in so far as such procedure is not regulated by this Constitution;
v. the keeping and authenticating of records. (If regulations made under this clause permit records of the Association to be kept in electronic form and requires a member of the Management Committee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
vi. generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
(c) The Association in General Meeting has the power to alter, add to or repeal the rules or bye-laws.
(d) The Management Committee must adopt such means at they think sufficient to bring the rules and bye-laws to the notice of members of the Association.
(e) The rules or bye-laws shall be binding on all members of the Association. No rule or bye-law shall be inconsistent with, or shall effect or repeal anything contained in, this Constitution.