ChangeMakers Constitution

THE COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE

Memorandum and Articles of Association

for Changemakers – Greater Manchester

Memorandum of Association of Changemakers – Greater Manchester

1. NAME

The company’s name is CHANGEMAKERS – GREATER MANCHESTER

(and in this document it is called the Charity).

2. REGISTERED OFFICE

The Charity’s registered office is to be situated in Greater Manchester.

3. OBJECTS

The Charity’s objects (the Objects) are to:

3.1 develop the capacity and skills of the members of socially and economically disadvantaged communities in Greater Manchester in such ways that they are better able to identify, and help meet, their needs and to participate more fully in society through grassroots organising and democratic decision-making;

3.2 promote for public benefit any charitable purposes and in particular charitable purposes connected with:

(a) relief of poverty, distress and suffering;

(b) urban or rural regeneration in areas of social and economic deprivation;

(c) promotion of human rights;

(d) promotion of personal development by encouraging and enabling people to acquire the skills required to take an active part in civic life;

(e) promotion of educational and training opportunities;

(f) provision of public health facilities and childcare;

(g) promotion of public safety and prevention of crime;

(h) protection, enhancement and conservation of the environment.

4. POWERS

4.1 In addition to any other powers it may have, the Charity has the following powers in order to further the Objects (but not for any other purpose):

(a) to raise funds. In doing so, the Charity must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;

(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Charity must comply as appropriate with sections 36 and 37 of the Charities Act 1993;

(d) to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Charity must comply as appropriate with sections 38 and 39 of the Charities Act 1993 if it wishes to mortgage land;

(e) to co-operate with other Charities, voluntary bodies and statutory authorities and to exchange information and advice with them;

(f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;

(g) to acquire, merge with or to enter into any partnership or joint venture arrangement with any other Charity formed for any of the Objects;

(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;

(j) to employ and remunerate such staff as are necessary for carrying out the work of the Charity. The Charity may employ or remunerate a Trustee only to the extent it is permitted to do so by clause 5 and provided it complies with the conditions in that clause;

(k) to:

1. deposit or invest funds;

1. employ a professional fund-manager; and

(iii) arrange for the investments or other property of the Charity to be held in the name of a nominee; 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;

(l) to provide indemnity insurance for the Trustees or any other officer of the Charity in relation to any such liability as is mentioned in subclause (2) of this clause, but subject to the restrictions specified in subclause (3) of the clause;

(m) to pay out of the funds of the Charity the costs of forming and registering the Charity both as a company and as a Charity;

(n) to do all such other lawful things as are necessary for the achievement of the Objects.

4.2 The liabilities referred to in sub-clause (1)(l) are:

(a) any liability that by virtue of any rule of law would otherwise attach to a Trustee of a company 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 Charity;

(b) the liability to make a contribution to the Charity’s assets as specified in section 214 of the Insolvency Act 1986 (wrongful trading).

4.3 (a) The following liabilities are excluded from sub-clause (2)(a):

(i) fines;

(ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or willful or reckless misconduct of the Trustee or other officer;

(iii) liabilities to the Charity that result from conduct that the Trustee or other officer knew or must be assumed to have known was not in the best interests of the Charity or about which the person concerned did not care whether it was in the best interests of the Charity or not.

(b) There is excluded from sub-clause 2(b) any liability to make such a contribution where the basis of the Trustee’s liability is his or her knowledge prior to the insolvent liquidation of the Charity (or reckless failure to acquire that knowledge) that there was no reasonable prospect that the Charity would avoid going into insolvent liquidation.

5. BENEFITS TO MEMBERS AND TRUSTEES

5.1 The income and property of the Charity shall be applied solely towards the promotion of the Objects.

5.2 (a) A Trustee is entitled to be reimbursed from the property of the Charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Charity.

(b) Subject to the restrictions in sub-clauses 4(2) and 4(3), a Trustee may benefit from Trustee indemnity insurance cover purchased at the Charity’s expense.

(c) A Trustee may receive an indemnity from the Charity in the circumstances specified in Article 49.

5.3 None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Charity. This does not prevent a member who is not also a Trustee receiving:

(a) a benefit from the Charity in the capacity of a beneficiary of the Charity;

(b) reasonable and proper remuneration for any goods or services supplied to the Charity.

5.4 No Trustee may:

(a) buy goods or services from the Charity;

(b) sell goods, services or any interest in land to the Charity;

(c) be employed by or receive any remuneration from the Charity;

(d) receive any other financial benefit from the Charity; unless the payment or transaction is previously and expressly authorised in writing by the Charity Commission.

5.5 In sub-clauses (2)-(4) of this clause 5:

(a) “Charity” shall include any company in which the Charity:

(i) holds more than 50% of the shares; or

(ii) controls more than 50% of the voting rights attached to the shares; or

(iii) has the right to appoint one or more Trustees to the Board of the company;

(b) “Trustee” shall include any child, parent, grandchild, grandparent, brother, sister or spouse of the Trustee or any person living with the Trustee as his or her partner.

6. LIMITED LIABILITY

The liability of the members is limited.

7. GUARANTEE

Every member promises, if the Charity is dissolved while he or she is a member or within twelve months after he or she ceases to be a member, to contribute such sum (not exceeding £10) as may be demanded of him or her towards the payment of the debts and liabilities of the Charity incurred before he or she ceases to be a member, and of the costs charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.

8. DISSOLUTION

8.1 The members of the Charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the Charity be applied or transferred in any of the following ways:

(a) directly for the Objects; or

(b) by transfer to any Charity or Charities for purposes similar to the Objects; or

(c) to any Charity for use for particular purposes that fall within the Objects.

8.2 Subject to any such resolution of the members of the Charity, the Trustees of the Charity may at any time before and in expectation of its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision made for them,

shall on dissolution of the Charity be applied or transferred:

(a) directly for the Objects; or

(b) by transfer to any Charity or Charities for purposes similar to the Objects; or

(c) to any Charity or Charities for use for particular purposes that fall within the Objects.

8.3 In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the Charity (except to a member that is itself a Charity) and if no such resolution is passed by the members or the Trustees, the net assets of the Charity shall be

applied for charitable purposes as directed by the court or the Commission.

We wish to be formed into a company under this Memorandum of Association.

NAMES AND ADDRESSES OF SUBSCIRBERS SIGNATURES

Dated:

Witness to the above Signatures:

Name:

Address:

Occupation:

THE COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE

Articles of Association of Changemakers – Greater Manchester

1. MEMBERS

1. The subscribers to the memorandum are the first members of the Charity.

1.2 Membership is open to organisations and individuals who:

(a) apply to the Charity in the form required by the Trustees; and

(b) are approved by the Trustees; and

(c) who are prepared to support the objects of the Charity.

1.3 (a) The Trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Charity to refuse the application.

(b) The Trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

(c) The Trustees must consider any written representations the applicant may make about the decision. The Trustees’ decision following any written representations must be notified to the applicant in writing but shall be final.

1.4 Membership is not transferable to anyone else.

1.5 The Trustees must keep a register of names and addresses of the members.

1.6 The Trustees may establish classes of membership with different rights and obligations and shall record the rights and obligations in the register of members. The rights attached to a class of membership may only be varied if:

(a) three-quarters of the members of that class consent in writing to the variation; or

(b) a special resolution is passed at a separate general meeting of the members of that class agreeing to the variation.

1.7 Membership is terminated if:

(a) the member dies or, if it is an organisation, ceases to exist;

(b) the member resigns by written notice to the Charity unless, after the resignation, there would be less than two members;

(c) any sum due from the member to the Charity is not paid in full within six months of it falling due;

(d) the member is removed from membership by a resolution of the Trustees that it is in the best interests of the Charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:

(i) the member has been given at least twenty-one days’ notice in writing of the meeting of the Trustees 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 Charity) has been allowed to make representations to the meeting.

2. GENERAL MEETINGS

2.1 The Charity must hold its first annual general meeting within eighteen months after the date of its incorporation.

2.2 An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.

2.3 At an AGM the members:

(a) receive the accounts of the Charity for the previous financial year;

(b) receive the Trustees’ report on the Charity’s activities since the previous AGM;

(c) accept the retirement of those Trustees who wish to retire or who are retiring by rotation;

(d) elect persons to be Trustees to fill the vacancies arising;

(e) appoint auditors for the Charity;

(f) may confer on any individual (with his or her consent) the honorary title of Patron, President of Vice-President of the Charity; and

(g) discuss and determine any issues of policy or deal with any other business put before them.

2.4 Nominations for election to the Trustees shall be given in writing to the Secretary at least 14 days before the AGM.

2.5 All general meetings other than annual general meetings shall be called special general meetings.

2.6 An SGM may be called at any time by the Trustees and must be called within 28 days on a written request from at least 25% of member organisations or 3 Trustees.

2.7 All members must pay the subscriptions that the Trustees may decide from time to time.

3. PROCEEDINGS AT GENERAL MEETINGS

3.1 No business shall be transacted at any general meeting unless a quorum is present.

3.2 There is a quorum at a general meeting if the number of organisations represented is at at least one third of the total number of member organisations entitled to vote upon the business to be conducted at the meeting.

3.3 If a quorum is not present within half an hour from the time appointed for the meeting; or

during a meeting a quorum ceases to be present; the meeting shall be adjourned to such time and place as the Trustees shall determine.

3.5 If no quorum is present at the reconvened meeting with fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting.

3.6 The Chairperson or (if the chairperson is unable or unwilling to do so) some other member elected by those present presides at a general meeting. The Chairperson shall rotate between meetings of SGMs.

3.7 Any organisation that is a member of the Charity may nominate up to a maximum of five people to act as its representatives at any meeting of the Charity.

3.8 Except where otherwise provided by the Act, every issue is decided by a majority of the votes cast.

3.9 Except for the chairperson of the meeting, who has a second or casting vote, every authorised representative of a member organisation who is present in person has one vote on each issue.

3.10 A written resolution signed by all those entitled to vote at a general meeting is as valid as a resolution actually passed at a general meeting (and for this purpose the written resolution may be set out in more than one document and will be treated as passed on the date of the last signature).

4. TRUSTEES

4.1 The Trustees as charity trustees have control of the Charity and its property and funds and in particular shall carry out the following functions which must not be delegated:

(a) to define and ensure compliance with the values and objectives of the Charity;

(b) to establish policies and plans to meet those objectives;

(c) to approve an annual budget and accounts prior to publication;

(d) to establish and oversee a framework of delegation and systems of control;

(e) to agree policies and make decision on all matters that might create significant financial or other risks to the Charity or which might raise material interests of principle;

(f) to monitor the Charity’s performance in relation to these plans budgets, controls and decisions;

(g) to appoint (and if necessary dismiss) the senior member of staff and be represented in the appointment of any key members of staff;

(h) to satisfy itself that the Charity’s affairs are conducted lawfully and in accordance with the generally accepted standards of performance and propriety.

4.2 The Trustees when complete consist of not less than five and not more than ten, all of whom must be members of member organisations or sponsoring bodies.

4.3 Women and ethnic minorities should be represented within each annual group of Trustees.

4.4 The subscribers to the Memorandum are the first Trustees of the Charity. They hold office until the first AGM.

4.5 Every Trustee must sign a declaration of willingness to act as a charity trustee of the Charity before he or she is eligible to vote at any meeting of the Trustees.

4.6 One third (or the number nearest one third) of the Trustees must retire at each AGM, those longest in office retiring first and the choice between any of equal service being made by drawing lots.

4.7 A Trustee’s term of office automatically terminates if he or she:

(a) ceases to be a Trustee by virtue of any provision in the Act or is prohibited by law from being a Trustee;

(b) is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

(c) ceases to be a member of the Charity;

(d) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(e) resigns as a Trustee by notice to the Charity (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or

(f) is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.

4.8 The Trustees may at any time co-opt any person duly qualified to be appointed as a Trustee to fill a vacancy in their number or as an additional Trustee, but a co-opted Trustee holds office only until the next AGM, where they would be eligible for re-election.

4.9 A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

5. PROCEEDINGS OF TRUSTEES

5.1 The Trustees must hold at least 3 meetings each year.

5.2 A quorum at a meeting of the Trustees is 3 Trustees.

5.3 A meeting of the Trustees may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all the other participants.

5.4 The Chairperson or (if the Chairperson is unable or unwilling to do so) some other Trustee chosen by the Trustees present presides at each meeting.

5.5 Every issue may be determined by a simple two thirds majority of the votes cast at a meeting but a written resolution signed by all the Trustees is as valid as a resolution passed at a meeting (and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature).

5.6 Except for the Chairperson of the meeting, who has a second or casting vote, every Trustee has one vote on each issue.

5.7 A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

6. POWERS OF TRUSTEES

6.1 The Trustees shall manage the business of the Charity and may exercise all the powers of the Charity unless they are subject to any restrictions imposed by the Act, the memorandum, these articles or any special resolution.

6.2 No alteration of the memorandum or these articles or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.

6.3 Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.

6.4 The Trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the Charity. The bye laws may regulate the following matters but are not restricted to them:

(a) the admission of members of the Charity (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;

(b) the conduct of members of the Charity in relation to one another, and to the Charity’s employees and volunteers;

(c) the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes;

(d) the procedure at general meetings and meetings of the Trustees in so far as such procedure is not regulated by the Act or by these Articles;

(e) generally, all such matters as are commonly the subject matter of company rules.

6.5 The Charity in general meeting has the power to alter, add to or repeal the rules or bye laws.

6.6 The Trustees must adopt such means as they think sufficient to bring the rules and bye laws to the notice of members of the Charity.

6.7 The rules or bye laws, shall be binding on all members of the Charity. No rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the memorandum or the articles.

7. RECORDS AND ACCOUNTS

7.1 The Trustees must comply with the requirements of the Act and of the Charities Act 1993 as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies and the Commission of:

(a) annual reports;

(b) annual returns;

(c) annual statements of account.

7.2 The Trustees must keep proper records of:

(a) all proceedings at general meetings;

(b) all proceedings at meetings of the Trustees;

(c) all reports of committees; and

(d) all professional advice obtained.

7.3 Accounting records relating to the Charity must be made available for inspection by any Trustee at any reasonable time during normal office hours and may be made available for inspection by members who are not Trustees if the Trustees so decide.

7.4 A copy of the Charity’s latest available statement of account must be supplied on request to any Trustee or member, or to any other person who makes a written request and pays the Charity’s reasonable costs, within two months.

8. NOTICES

8.1 Any notice to be given to or by any person pursuant to the articles must be in writing or must be given using electronic communications.

8.2 The Charity may give any notice to a member either:

(a) personally; or

(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or

(c) by leaving it at the address of the member; or

(d) by giving it using electronic communications to the member’s address.

8.3 A member who does not register an address with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity.

8.4 A member present in person at any meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.

8.5 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.

8.6 Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.

8.7 A notice shall be deemed to be given:

(a) 48 hours after the envelope containing it was posted; or

1. in the case of an electronic communication, 48 hours after it was sent.

9. DISSOLUTION

The provision of the Memorandum relating to dissolution of the Charity take effect as though repeated here.

10. INTERPRETATION

10.1 In these articles:

“the Act” means the Companies Act 1985;

“AGM” means an annual general meeting of the Charity

“address” means a postal address or, for the purposes of electronic communication, a fax number, an e-mail address or a text message number in each case registered with the Charity;

“authorised representative” means an individual who is authorised by a member organisation to act on its behalf at meetings of the Charity and whose name is given to the Secretary

“the Charity” means the company intended to be regulated by these articles;

“the Commission” means the Charity Commissioners for England and Wales;

“the memorandum” means the memorandum of association of the Charity;

“officers” includes the Trustees and the secretary;

“secretary” means the working daysecretary of the Charity or any other person appointed to perform the duties of the secretary of the Charity, including a joint, assistant or deputy secretary;

“SGM” means a special general meeting of the Charity

“the Trustees” means the Trustees of the Charity. The Trustees are Charity Trustees as defined by Section 97 of the Charities Act 1993;

“the United Kingdom” means Great Britain and Northern Ireland;

“Trustee” means a director of the Charity and “Trustees” means all of the directors