Constitution:
Friends of the Hook.

1.	Name:

The name of the community group will be ‘Friends of the Hook’ (hereafter referred to as ‘The Group’).

2.	Purpose:

The purpose of the Group shall be to support the use and management of the Hook, Lady Bay site (‘the Site’) as a designated Local Nature Reserve by protecting, maintaining and enhancing the Site for the benefit of the local community and for flora and fauna.

3.	Objectives:

The objectives of the Group are:

a)	To protect and enhance the flora and fauna of the Site

b)	To enhance the Site as an educational resource for local schools, colleges and other organisations, and the local community.

c)	To promote co-operation and foster effective partnerships between Rushcliffe Borough Council, (‘the Council’) Nottinghamshire Wildlife Trust (‘the Trust’), the Lady Bay Community Association, the local community, police, voluntary bodies, and other interested parties.

d)	Ensure public access to the Site consistent with the above objectives 

e)	To discourage anti-social behaviour or any activity that may have the potential to cause damage to the Site.

f)	Ensure public access to the Site consistent with the above objectives 

g)	To promote the Site, and events and activities which take place on the Site.

4.	Functions:

The Group will seek to achieve the objectives by means that shall include:

a)	helping to develop and review the Management Plan for the Site

b)	carrying out works to implement the Management Plan for the Site 

c)	helping raise funds to develop and improve existing features or create new features to benefit the flora and fauna of the site and its value to the local community.

d)	liaison with other groups with similar aims to exchange information and develop ideas.

5.	Rushcliffe Borough Council:

As the landowner and guardian of the Site, the Council will be invited to attend all meetings and events held by the Group.  All works to be carried out on or affecting the site and all events held on the Site will be subject to prior approval of the Council.  The Council and The Trust will be consulted before the Group submits any applications for grants to undertake works that will affect the Site and its flora and fauna. 

6.	Committee:

6.1	A Committee shall administer the Group and its properties. The Committee shall have full power to do all things necessary or expedient for the accomplishment of the objectives of the Group. The Committee shall bind the Members of the Group in respect of the Group’s business.  

6.2	Normally no Member of the Group or its partners may take action unilaterally; all actions must be voted on at duly constitutional meetings. In the event of an emergency, the elected officers of the Group are authorised to take such action as they think fit, to be ratified by the Group as soon as practicable thereafter.

6.3	The Committee shall be elected, by ballot at the Annual General Meeting (“the AGM”) each year. Nominees for election as Committee Member must be current Members of the Group who are willing to stand for election. Nominations have to be made in writing to the Secretary 7 days before the date of the AGM. Nominees have to be proposed and seconded by Members of the Group. 

6.4	The Committee shall comprise the following elected Members:   

a)	Chairperson appointed from elected committee Members to serve for two years 
b)	Vice Chairperson appointed from elected committee Members to serve for two years
c)	Secretary Nominated by the chairperson from elected committee Members
d)	Treasurer Nominated by the chairperson from elected committee Members
e)	Five other Committee Members

6.5	The Committee shall have the power to co-opt non-elected Members for specific requirements.

6.6	The elected Members of the Committee shall have full voting rights. Non-elected Members shall have no voting rights. In a situation where a Committee Member can no longer continue in his post, with the Group, for any reason, then, the Committee can, if they so wish, appoint a replacement Committee Member, to fill this vacancy until the time of the next AGM. The replacement Committee Member, may be selected from Group Members. Such appointed Committee Member shall have full voting rights.

6.7	The Committee shall have the power to set up sub-committees under the chairpersonship of a Committee Member.  Such sub-committees shall only act in an advisory capacity unless specifically authorised by the Committee to take executive action.

6.8	The Committee may appoint existing Members as honorary Members

6.9	Four elected Committee Members shall constitute a quorum to conduct Committee meetings.

7.	Membership of the Group:

7.1	Membership of the Group is free to any individual who agrees with the purpose and objectives of the Group and agrees to abide by the Group’s constitution.  Any individual who wishes to be a Member of the Group must provide their name, address and contact details to the Secretary.

7.2	Actions will be decided democratically; the Chairperson may vote and in the event of tied voting the Chairperson shall have the casting vote. Members should bring a positive attitude to the Group meetings and should allow free discussion of the issues raised.

7.3	If in the unfortunate event that the Group’s elected officers decide that in the interest of the Group any Member should be expelled, they must write to that Member explaining their decision and asking for the Member’s resignation. If the Member refuses to resign his/her Membership then the Group committee must submit the question of the proposed expulsion to an extraordinary general meeting to be held within 4 weeks of the date of the original letter.

7.4	The group’s secretary must inform the Member in question of the date, time and place of the EGM and the details of the complaint made against them. This notification should be given no later than one week before the EGM. 

7.5	At the EGM the Member must be given enough time to put his/her case and allowed to offer an explanation of his/her conduct, which can be given either verbally or in writing. After this the Chairperson will ask for a vote on the Member’s expulsion to take place. This will be either by a show of hands of those Members present or by a secret ballot of those Members present.

7.6	The Member will be excluded from the Group if the motion is passed by a majority of two thirds of the Group Members present at the EGM.  If this occurs, the Member will be excluded from the Group with immediate effect.

8.	Duties of the Chairperson: 

The duties of the Chairperson are to:

a)	Call and conduct the Group’s meetings.
b)	Act as Chair in those meetings ensuring that the meetings follow the Group’s constitution, keeping order, allowing free speech and a full discussion of the issues raised.  
c)	To act as the spokesperson for the Group at public events, in meetings, to the wider community or when representations are being made to public bodies or funding organisations.
d)	During Group meetings in the event of tied voting the Chairperson shall have the casting vote.

9.	Duties of the Vice Chairperson:

The duties of the Vice Chairperson are to:

a)	To assist the Chairperson in his/her duties as described above.
b)	Deputise for the Chairperson as required.
c)	Take over the role of the Chairperson upon his/her retirement, resignation or suspension. 

10.	Duties of the Secretary:

The duties of the Secretary are to:

a)	Act as the principal point of contact for The Borough Council, The Trust and other partner organisations.
b)	To take and keep the minutes of all meetings of or involving the Group.
c)	Prepare and circulate the agenda (in consultation with the Chairperson) and minutes of the previous Group meeting to the group Members (these will be approved for accuracy at the start of meetings).
d)	Keep up to date contact details for the Group Members in order to communicate with them
e)	Keep all relevant documentation relating to the running of the Group, including copies of the group’s certificate of insurance, list of group Members that have been CRB checked, a copy of the site’s management plan and all other documents, records and plans relating to group affairs.

11.	Duties of the Treasurer:

The duties of the Treasurer are to:

a)	To manage all the financial dealings of the group and ensure that proper accounts are kept with regards to the amount of money received and paid out by the Group 
b)	A statement of the financial position of the Group must be provided at each Committee meeting
c)	To arrange for the independent auditing of the accounts prior to the Group’s Annual General Meeting
d)	To provide a budget and funding plan for each financial year

12.	Committee meetings:

The Committee will meet at least six times each year.  A Committee Meeting shall be held immediately following any General Meeting, Annual General Meeting and Extraordinary Meeting.  To have the power to make decisions affecting the Group, the quorum shall be two thirds of the Committee.  

13.	General Meetings:

The Group will have at least four general meetings each year. These will be open to Group Members and all interested parties.  The business of the Group meetings shall be detailed in a fixed agenda, normally set by the Chairperson and the Secretary and circulated to all Group Members 21 days prior to the meeting taking place.  These meetings will be advisory only.  

14.	Annual General Meeting (AGM)

14.1	An AGM shall be held once a year in the month of May. 

14.2	The date of the AGM will be set by the Group’s Committee at their previous Committee Meeting. The secretary will give at least 21 days prior notification of the date, time and place of the AGM to all Group Members.

14.3	All Members are entitled to attend and vote at this meeting.

14.4	Subject to paragraph 14.5 below, the only business to be discussed at the AGM will be the election of the Committee, any proposed amendments to the constitution, the passing of the Group’s accounts, and the appointment of auditors.  

14.5	Any other business for discussion must be notified to the Secretary at least 14 days prior to the AGM. If inappropriate for the AGM. These items will be discussed at a General meeting to be held immediately afterwards.

15.	Extraordinary General Meeting (EGM)

An EGM will be called either by the Committee; or by a request to the Secretary by no fewer than 5 people or 10% of the Membership, whichever is the largest number of the Group Members. Notice of the EGM will be sent in writing to all Group Members with a minimum of 7 days notice by the Group’s Secretary who will state the business to be discussed at the meeting.

16.	Amendments to the Constitution:

An amendment to the Group’s Constitution may be proposed by vote of the Committee or by a Member supported in writing by three other Members. The text of any proposed amendment shall be lodged with the Secretary 21 days before the AGM or before an EGM. The Secretary shall circulate the full text of any proposed amendment to Members at least 7 days before the date of the AGM or before an EGM. Amendments to the constitution may only be made following a majority vote at the AGM or before an EGM.
17.	
Dissolution of the Group:

If, at any time, there is a need to terminate the existence of the Group, the decision to terminate will be made at an Extraordinary General meeting, called by the Secretary, giving Members at least 28 days notice. At this meeting the disposition of any residual monies and other assets will be determined.

All Members are entitled to attend and vote at this meeting.

18.	Finance:

18.1	The financial year shall be from the 1st April to the 31st March.

18.2	The banking service provider and independent auditor will be decided by the Committee.

18.3	Any money raised by the Group must be from legitimate sources.   The names of donors and the size of the donations made must be recorded and made freely available. All monies from donations, grant applications etc. will be paid in to account in the Group’s name and operated solely by the Group. 

18.4	Full accounts shall be kept by the Group’s Treasurer. The accounts will be made available for an annual audit which will be undertaken by the independent auditor appointed by the committee.

18.5	All cheques or other disbursments from the Group's bank account require the signature or authority of two authorised signatories. The authorised signatories for the Group are the Chair, the Secretary and the Treasurer.
18.6	Money received in donations, grants etc must be used for the purpose for which it was granted.    Any under spend can be spent on other Group projects subject to the approval of the funding body.

18.7	All monies paid to the group should be handed to the Treasurer and deposited in the Group's bank account. The treasurer will be responsible for issuing a receipt for funds received.   

19.	Public Liability Insurance:

This will be arranged with a minimum limit of indemnity of £2,000,000 and to include Member to Member cover.  The Secretary will notify the Members of the main conditions of cover, and Members must comply with these conditions.

20.	Health and Safety:

The Group shall ensure that all events and activities are fully risk assessed. The Group shall ensure that a qualified First Aid trained person is present or on call at short notice during all events and activities organised on this site. The Group shall adhere to Rushcliffe Borough Councils Heath & Safety Policies on sharps, accident reporting, fire instructions and First Aid.

21.	Equal Opportunities:

The Group shall adopt and adhere to The Council’s Equal opportunities and Race Relations Policies copies of which are available on the Council’s website.

22.	Child Protection:

The Group shall adopt and adhere to The Council’s Child Protection Policy a copy of which is available on the Council’s website.

23.	Amendments to this constitution:

The Group may repeal or amend the Group’s constitution at any General or Extraordinary meeting by a majority of at least two thirds of the Group’s Members.

24.	Dissolution of the Group:

A decision to dissolve the Group can only be made by a majority vote at an AGM or an E.G.M.  Any remaining assets will be:-

a)	Used to pay outstanding debts and then:
b)	Transferred to a similar voluntary organisation preferably within the borough the decision must be made by a majority vote of Group Members present at the meeting.
25.	Adoption of the constitution;

This constitution was adopted by the Committee on behalf of the Group on the date written below and was witnessed by the Group’s Committee who have signed and dated this document.

Chairperson:                                                                             Dated:    		 

Vice Chair:                                                                                Dated:    		 

Secretary:							          	Dated:		

Treasurer:							           	Dated:		 

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