WORKERS’ EDUCATIONAL ASSOCIATION  –  GUERNSEY

 

CONSTITUTION

 

 

As approved at the Annual General Meeting of the Association held on 18 September 2006, with minor amendments as suggested at that Meeting, and following legal advice.

 

1               NAME

 

1.1     The Association shall be known as the Workers’ Educational Association Guernsey, hereinafter referred to as “the Association”.

 

2               OBJECTS AND POWERS

 

2.1         The objects of the Association shall be:

(a)           to stimulate and respond to the demand of adults for liberal education, through the direct provision of courses and other activities;

(b)          to provide in particular for the needs of those adults who are socially, economically or educationally disadvantaged; and

(c)           generally to provide opportunities for and support access to education.

 

2.2         In furtherance of the above objects, but not otherwise, the Association may:

(a)           provide educational courses and activities, both directly and in collaboration with other appropriate bodies;

(b)          publish and distribute material relevant to the work of the Association;

(c)           advertise and promote the work of the Association;

(d)          raise money (including making charges, and inviting and receiving contributions), and make disbursements, including payments to individuals and organisations;

(e)           employ staff;

(f)            acquire, own and dispose of property;

(g)           establish and incorporate subsidiary organisations, including charity subsidiaries, trading subsidiaries, and nominee subsidiaries;

(h)           enter into agreements, partnerships and contracts;

(i)             affiliate to appropriate national and international bodies;

(j)            seek professional advice, as appropriate; and

(k)          carry out other actions commensurate with the Association’s charitable status.

 

3               MEMBERSHIP

 

3.1     Membership of the Association shall comprise:

(a)           individuals who have enrolled in a course organised by the Association; and

(b)          individuals who have acted as tutors for courses organised by the Association.

3.2         Categories of membership, if any, may be determined by a General Meeting.

3.3         The Committee may elect as an honorary life member, any member who, in the opinion of the Committee, has rendered significant services to the Association.

 

4               MANAGEMENT OF THE ASSOCIATION

4.1     The affairs of the Association shall be managed by a Committee, the membership of which shall consist of the following Officers and other Members:

                   A President, who may be non-executive

                   A Chairman

                   A Vice-Chairman

                   A Secretary

                   A Programme Secretary

                   An Enrolment Secretary

                   A Treasurer

                   Other Members elected at an Annual General Meeting

                   Such other Members who may be appointed under clause 4.3

4.2         Committee members shall be elected at an Annual General Meeting.  They shall serve for a period of one year, and may be re-elected.

4.3  In any year the Committee may co-opt such other members as it deems desirable to fulfil the objectives of the Association or to fill any casual vacancy that occurs.  The names of such members shall be submitted to the next Annual General Meeting for formal election.

4.4  A quorum shall be four Committee members, at least one of whom shall be an officer of the Association.

4.5  The Committee may make byelaws (not inconsistent with these rules) to regulate the conduct and affairs of the Association.

 

5               MEETINGS

 

Annual General Meetings

 

5.1         The AGM of the Association, shall be held during the month of September each year.

5.2         At least 21 days notice of the AGM shall normally be given to all members by the Secretary, but notice with not less than five days notice may be given by advertisement in a local newspaper instead.

5.3         The business of the AGM shall be:

(a)           to receive reports from the Chairman and Officers;

(b)          to receive and approve the audited annual accounts to the end of the last financial year, and to appoint Auditors;

(c)           to elect the Officers and other Members of the Committee;

(d)          to consider any other business.

Other General Meetings

5.4         The Committee may at any time, and shall within 28 days of receiving a request in writing from any twenty members, convene a Special General Meeting.  Not less than 14 days notice, specifying the business to be transacted at that Special General Meeting, shall be given by the Secretary to each member.  Such notice may be given by advertisement in a local newspaper.

Quorum

5.5         A quorum shall consist, at a General Meeting, of eight members.

Voting at a General Meeting

5.6         At a General Meeting each member shall have one vote.

Chairman’s casting vote

5.7         At Committee meetings and at general meetings a chairman must be elected to preside, and he may have a casting or additional vote in the event of an equality of votes.

 

6               FINANCE

 

6.1         All funds and assets in the possession of the Association shall be held, paid out and applied as the Committee may direct in furtherance of the objects of the Association.  Pending such direction all funds shall be held in a separate bank account (or accounts) in the name of the Association with such bankers as the Committee may from time to time direct.  The Treasurer shall have day-to-day responsibility for the funds of the Association, and shall hold and manage those funds as directed by the Committee.

6.2         All cheques drawn on such bankers shall be signed by any two of the- Chairman, Vice-Chairman, Secretary or Treasurer.  All documents requiring endorsement shall be sufficiently endorsed if signed by any two of them.

6.3         The Committee may invest such funds as are not required to be immediately available for meeting the Association’s liabilities.  Such investment may be in gilt-edged securities or on deposit with a bank or building society, or in such other investments authorised by law for charities as the Committee may decide after taking such appropriate professional advice as it considers necessary.

6.4         Proper accounts shall be kept of the funds and property of the Association.  An auditor or auditors, who shall not be Members of the Committee, shall be appointed at the AGM, who shall audit the Association’s accounts as soon as practicable after the end of the financial year.  Any vacancy in the office of auditor occurring during the year shall be filled by such person as is chosen by the Committee.  The Association shall adopt an accounting period ending on 31 July each year.

6.5         If at any time the Association in general meeting passes a resolution authorising the Committee to borrow money up to a specified limit:

(a)           the Committee may borrow for the purposes of the Association the amount of money up to the limit so specified (either at one time or from time to time) and at the rate of interest, in the form and manner and upon the security specified in the resolution, and

(b)          any person holding the property of the Association on behalf of the Association (whether or not as formal trustees) must at the direction of the Committee make any disposition of the Association property or any part of it and enter into any agreement in relation to the Association property as the Committee thinks proper to give security for the loan and interest.

Every member of the Association, whether he votes on a resolution authorising borrowing or not, and everyone becoming a member of the Association after the passing of such a resolution, is deemed to have assented to the resolution as if he had voted in favour of it.

 

7               AMENDMENTS TO THE CONSTITUTION

 

7.1         No alteration may be made to this Constitution except by and with the authority of a resolution passed by a majority of the members who are present and voting at a General Meeting.  Any proposed amendment shall be made in writing and signed by a proposer and seconder, and be in the hands of the Secretary not less than fourteen days before the minimum period of the notice of the meeting at which the resolution is to be brought forward.  No alteration may be made to clauses 2, 7 or 8 without the prior consent of the States of Guernsey Income Tax.

7.2         No alteration may be made to this Constitution which would cause the Association to cease to be recognised as a charity.

 

8               DISSOLUTION

 

8.1         The Association may be dissolved by a resolution passed by a two-thirds majority of those present and voting at a Special General Meeting held in accordance with the provisions of this Constitution.  Thereafter the Committee shall discharge the liabilities of the Association (if any), and pay the surplus funds of the Association to such other charitable institution or institutions as the Special General Meeting shall determine.

9               INTERPRETATION OF RULES

9.1         The Committee is the sole authority for the interpretation of these rules and the regulations made by it from time to time.

9.2         The decision of the Committee upon any interpretation or upon any matter affecting the Association and not provided for by these rules or by the regulations is final and binding on the members.