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STIBBARD VILLAGE HALL

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Our Constitution
 

This is the set of rules which provides a binding framework for the management of the Village Hall. It is based on the terms of the original deed of sale dated 23 May 1934. It also takes into account Charity Commission guidance concerning the administration of the charity in support of the Village Hall.
 

This is the Constitution of Stibbard Village Hall Management Committee as amended at the Annual General Meeting on the27 March 2023.
 

A)  Name

The name of the organisation is Stibbard Village Hall (the Charity).
 

B)  Administration
 

Subject to the matters set out below the Charity and its property shall he administered and managed in accordance with this constitution by the members of the Management Committee, constituted by

CLAUSE G of this constitution.

The management of the Village Hall and its’ assets is carried out on behalf of the trustees – Stibbard Parish Council.

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C) Objects
 

The Charity’s objects (the objects) are;
 

For the purposes of a village hall to be used by, and for the benefit of the inhabitants of the Parish of Stibbard, Norfolk without discrimination on the grounds of sex, sexual orientation, age, disability, nationality, race, political, religious or other opinions. This includes the use of the property for meetings, lectures, classes or other forms of recreation and leisure in the interests of improving the conditions of life for the said inhabitants.

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D) Powers
 

In furtherance of the objects, but not otherwise, the Management Committee may exercise the following powers;

  • Rent, lease or purchase such property as is required.

  • Raise funds and invite and receive contributions by way of subscription, donation and otherwise.

  • Recruit suitable volunteers and staff as are required to achieve the objects.

  • Do all other such lawful things as shall further the objects.
     

E) Membership
 

Membership of the Charity shall be open to any resident of Stibbard Parish or representatives of the organisations set out in CLAUSE G. They must be aged 18 or over, and be interested in furthering the objectives of the Charity.
 

Every member shall have one vote at the Annual General Meeting and any Special General Meetings.
 

The Management Committee may by simple majority vote, and for good reason, terminate the membership of any individual. The individual concerned shall have the right to be heard by the Management Committee, and to be accompanied at the hearing, before a final decision is made.
 

F) Officers
 

At the Annual General Meeting (AGM) of the Charity, those attending shall elect a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer, who shall hold office from the conclusion of that meeting.
 

In addition, when a vacancy occurs, a Life President and Life Vice President shall be elected at the AGM.
 

G) Management Committee
 

(1) The Management Committee shall consist of not less than 6 members nor more than 18 members being any or all of the following:
 

  • Officers.

  • Representatives of the Parish Council, The Parish Church, The Methodist Church and such other organisations that exist in Stibbard Parish for the benefit of the residents.

  • Village representatives.
     

The Management Committee may also co-opt up to 6 members until the next AGM so long as the co-opted membership does not exceed more than 1/3 of the total Management Committee.
 

(2) All the members of the Management Committee shall retire from office together at the annual general meeting but they may be re-elected or re-appointed at that meeting.
 

(3) The proceedings of the Management 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.
 

(4) Nobody shall be appointed as a member of the Management Committee who is aged under 18 or who would, if appointed be disqualified under the provisions of the following clause.
 

(5) Any person who is elected to the Management Committee, whether on a first or on any subsequent entry into office, is deemed to have declared acceptance of and willingness to act in the trusts of the Charity.
 

H) Determination of Membership of the Management Committee
 

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

  • is disqualified from acting as a member of the Management Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision).

  • becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs.

  • is absent, without the approval of the Management Committee from all their meetings held within a period of six months and the Management Committee resolve that his or her office be vacated.

  • tenders his or her resignation to the Management Committee.
     

J) Management Committee Members not to be personally interested
 

(1) Subject to the provisions of SUB-CLAUSE (2) of this clause, no member of the Management 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 Management Committee) in any contract entered into by Management Committee.

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(2) Any member of the Management Committee who is a solicitor, accountant or other person engaged in a profession may charge, and be paid all the usual professional charges, for business done by his or her business when instructed by the other members of the Management Committee to act in a professional capacity on behalf of the Charity. The member(s) of the Management Committee who benefit must withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
 

K) Meetings and proceedings of the Management Committee
 

The Management Committee shall hold at least four ordinary meetings each year. A special meeting may be called at any time by the Chairperson or by any two members of the Management Committee giving not less than 7 days’ notice to the other members of the Management Committee of the matters to be discussed.
 

The Chairperson, or in his/her absence the Vice-Chairperson, shall chair meetings of the Management Committee. If they are both absent from any meeting, the members of the Management Committee present shall choose one of their number to chair the meeting before any other business is transacted.
 

There shall be a quorum of not less than 4 members of the Management Committee present at a meeting.

Every matter shall be determined by a simple majority of votes of the members of the Management Committee present. The Chair of the meeting shall have a casting vote.
 

The Management Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Management Committee and any sub-committee.
 

The Management Committee may, from time to time, make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
 

The Management Committee may appoint one or more sub-committees consisting of at least 3 members of the Management Committee for the purpose of carrying out a function or duty that would, in the opinion of the Management Committee be more conveniently undertaken or carried out by a sub-committee. All acts and proceedings of any such sub-committees shall be fully and promptly reported to the Management Committee.
 

L) Receipts and Expenditure
 

The funds of the Charity, including all donations contributions and bequests, shall be paid into one or more accounts operated by the Management Committee in the name of the Charity at such bank(s) as the Management Committee shall from time to time decide. All cheque payments made from the account(s) must be signed by at least two members of the Management Committee. In the case of on-line banking, payments must be authorised by one person only, to comply with the current Village Hall bankers operating procedures.

Day to day management of the bank accounts, including on line banking, shall be the responsibility of the Treasurer.

The funds belonging to the Charity shall he applied only in furthering the objects.

M) Property
 

(1) Subject to the provisions of SUB-CLAUSE (2) of this clause, the Management Committee shall cause the title to:
 

     (a) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
 

     (b) all investments held by or on behalf of the charity;
 

To be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may he removed by the Management Committee at their pleasure and shall act in accordance with the lawful directions of the Management Committee. Provided they act only in accordance with the lawful directions of the Management Committee, the holding trustees shall not be liable for the acts and defaults of its members.
 

(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Management Committee may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
 

N)  Accounts
 

The Treasurer, on behalf of the Management Committee, shall comply with the obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
 

  • the keeping of accounting records for the Charity.

  • the preparation of annual statements of account for the Charity.

  • the auditing or independent examination of the statements of account of the Charity.

  • the transmission of the statements of account of the Charity to the Commission.
     

P)  Annual Report
 

The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
 

Q) Annual Return
 

The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission.

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R) Annual General Meeting (AGM)
 

There shall be an AGM of the Charity which shall be held at a time to be determined by the Management Committee, not more than 12 months after the adoption of this Constitution and in the same month of each subsequent year or as soon as practicable thereafter.
 

Every AGM shall be called by the Management Committee. The Secretary shall give at least 21 days’ notice of the AGM to all the members of the Charity and Stibbard Parish residents. All the members of the Charity and Stibbard Parish residents shall be entitled to attend and vote at the meeting.
 

The Management Committee shall present the report and accounts of the Charity for the preceding year to the AGM.

Nominations for election to the Management Committee must be made by members of the Charity in writing to the Secretary of the Management Committee at least 14 days before the AGM. Should nominations exceed vacancies, election shall be by ballot.


S) Special General Meetings

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The Management Committee may call a special general meeting of the Charity at any time. If at least 6 members request such a meeting, in writing, stating the business to be considered. The Secretary shall call such a meeting giving at least 21 days’ notice. The notice must state the business to be discussed.
 

T) Procedure at General Meetings
 

The Secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every general meeting of the Charity.
 

There shall be a quorum when at least 6 members / Stibbard residents are present at any general meeting.
 

U) Notices
 

Any notice required to be served on any member of the Charity shall be in writing and shall be served by the Secretary or the Management 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.
 

V) Alterations to the Constitution
 

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.
 

No amendment may be made to CLAUSE A (the Name Of Charity clause), CLAUSE C (the Objects clause), CLAUSE J (Management Committee Members Not To Be Personally Interested clause), CLAUSE W (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
 

No amendment may be made which would have the effect of making the Charity cease to be a charity at law.

The Management Committee should promptly send to the Commission a copy of any amendment made under this clause.
 

W)  Dissolution
 

If the Management Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, for 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 a two-thirds majority of those present and voting, the Management Committee shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall become the responsibility of the Stibbard Village Hall Trustees (Stibbard Parish Council).

A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.

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This amended constitution was adopted on the date mentioned above by an Annual General Meeting.
 

Signed:            N. O’Reilly (Chairperson)                             K O’Reilly (Secretary)

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