Click here to Download: The Friends of Bushy and Home Parks – Constitution
FRIENDS OF BUSHY AND HOME PARKS
Adopted 27 May 2010, amended 2 March 2018
The association and its property will be administered and managed in accordance with the provisions in Parts l and 2 of this constitution.
The association’s name is The Friends of Bushy and Home Parks (and in this document it is called the “Charity”).
The Charity’s objects (the “Objects”) are for the benefit of the general public, to provide or assist in the provision of facilities for recreation and other leisure time occupation in the interests of social welfare with the objects of improving the conditions of life of the public in particular by the preservation, promotion, support, assistance and improvement of Bushy Park and Home Park.
In furtherance of the above objects, but not further or otherwise, the Charity shall have the following powers:
environment and the needs for conservation and protection.
management, administration and financing of the Parks.
4.1 The income and property of the Charity shall be applied solely towards the promotion of the Objects.
4.2 A Trustee may pay out of, or be reimbursed from, the property of the Charity reasonable expenses
properly incurred by him or her when acting on behalf of the Charity.
4.3 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:
goods or services supplied to the Charity;
(i) buying goods or services from the Charity upon the same terms as other members or
members of the public;
(ii) receiving a benefit from the Charity in the capacity of a beneficiary of the Charity,
provided that the Trustees comply with the provisions of clause 4.6, or as a member of
the Charity and upon the same terms as other members;
of law would otherwise attach to a Trustee or other officer 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 but
(ii) costs of unsuccessfully defending criminal prosecution 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 ought to have known was not in the best interests of the Charity or in respect
of which the person concerned did not care whether that conduct was in the best
interests of the Charity or not.
4.4 No Trustee may be paid or receive any other benefit for being a trustee.
4.5 A Trustee may:
if: (i) he or she is not prevented from so doing by clause 4.4; and
(ii) the benefit is permitted by clause 4.3; or
(iii)the benefit is authorized by the Trustees in accordance with the conditions in clause 4.6.
4.6 a) If it is proposed that a Trustee should receive a benefit from the Charity that is not already permitted
under clause 4.3, he or she must:
(i) declare his or her interest in the proposal:
(ii) be absent from that part of any meeting at which the proposal is discussed and take no
part in any discussion of it;
(iii) not be counted in determining whether the meeting is quorate; and
(iv) not vote on the proposal.
must be satisfied that it is in the interests of the Charity to contract with or employ that Trustee
rather than with someone who is not a Trustee and they must record the reason for their decision
in the minutes. In reaching that decision the Trustees must balance the advantage of contracting
with or employing a Trustee against the disadvantage of doing so (especially the loss of the
Trustee’s services as a result of dealing with the Trustee’s conflict of interest).
comprises a majority of Trustees who have not received any such benefit.
will be void and the Trustee must repay to the Charity the value of any benefit received by the
Trustee from the Charity.
4.7 A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that
a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter.
4.8 In this clause 4, “Trustee” shall include any person, firm or company connected with the Trustee.
5.1 If the members resolve to dissolve the Charity the Trustees will remain in office as Charity Trustees and
be responsible for winding up the affairs of the Charity in accordance with this clause 5.
5.2 The Trustees must collect in all the assets of the Charity and must pay or make provision for all the liabilities of the Charity.
5.3 The Trustees must apply any remaining property or money:
approve in writing in advance.
5.4 The members may pass a resolution before or at the same time as the resolution to dissolve the Charity specifying the manner in which the Trustees are to apply the remaining property or assets of the Charity and
the Trustees must comply with the resolution if it is consistent with clause 5.3(a-c) inclusive.
5.5 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).
5.6 The Trustees must notify the Commission promptly that the Charity has been dissolved If the Trustees
are obliged to send the Charity’s accounts to the Commission for the accounting period which ended
before its dissolution, they must send the Commission the Charity’s final accounts.
6.1 The Charity may amend any provision contained in Part 1 of this Constitution provided that:
6.2 Any provision contained in Part 2 of this constitution may be amended provided that any such
amendment is made by resolution passed by a simple majority of the members present and voting at a
6.3 A copy of any resolution amending this constitution shall be sent to the Commission within 21 days of it
7.1 Membership is open to individuals, members of one household or organisations who are approved by
the Trustees. A member under 18 may not vote (Clause 14) but may appoint an adult representative to
vote on their behalf.
7.2 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.
of the decision.
decision. The Trustees’ decision following any written representations must be notified to the
applicant in writing but shall be final.
7.3 Membership is not transferable to anyone else.
7.4 The Trustees must keep a register of names and addresses of the members which must be made
available to any member upon request.
7.5 Members shall pay an annual subscription due on 3 January. Subscription rates for the different
classes of members shall be proposed and approved at the AGM held in the year before the due date.
7.6 New members shall pay the annual subscription on joining the Charity. Where the join date
falls before 1 October this shall apply to the current year. Where the join date falls on or after
1st October it shall apply to the following year and the remainder of the current year.
Membership is terminated if:
8.1 the member dies or, if it is an organization, ceases to exist;
8.2 the member resigns by written notice to the Charity, unless, after the resignation, there would be less
than two members;
8.3 any sum due from the member to the Charity is not paid in full within six months of it falling due;
8.4 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:
9.1 The Charity must hold a general meeting within twelve months of the date of the adoption of this
9.2 An annual general meeting must be held in each subsequent year and not more than fifteen months
may elapse between successive annual general meetings.
9.3 All general meetings other than annual general meetings shall be called special general meetings.
9.4 The Trustees may call a special general meeting at any time.
9.5 The Trustees must call a special general meeting if requested to do so in writing by at least twenty-five
members or one-tenth of the membership whichever is the greater. The request must state the nature
of the business that is to be discussed. If the Trustees fail to hold the meeting within twenty-eight days
of the request, the members may proceed to call a special general meeting but in doing so they must
comply with the provisions of this constitution.
10.1 The minimum period of notice required to hold any general meeting of the Charity is twenty-eight
days clear from the date on which the notice is deemed to have been given.
10.2 A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to
attend and vote.
10.3 The notice must specify the date, time and place 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.
10.4 The notice must be given to all members and to the Trustees.
11.1 No business shall be transacted at any general meeting unless there is a quorum.
11.2 A quorum is twenty members entitled to vote upon the business to be conducted at the meeting.
11.3 The authorized representative of a member organization shall be counted in the quorum.
the meeting shall be adjourned to such time and place as the Trustees shall determine.
11.5 The Trustees must re-convene the meeting and must give at least seven clear days’ notice of the
re-convened meeting stating the date, time and place of the meeting.
11.6 If no quorum is present at the re-convened meeting within 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.
12.1 General meetings shall be chaired by the person who has been elected as Chairman.
12.2 If there is no such person or he or she is not present within fifteen minutes of the time appointed for
the meeting a Trustee nominated by the Trustees shall chair the meeting.
12.3 If there is only one Trustee present and willing to act, he or she shall chair the meeting.
12.4 If no Trustee 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
13.1 The members present at a meeting may resolve that the meeting shall be adjourned.
13.2 The person who is chairing the meeting must decide the date, time and place at which the meeting is
to be re-convened unless those details are specified in the resolution.
13.3 No business shall be conducted at an adjourned meeting unless it could properly have been conducted
at the meeting had the adjournment not taken place.
13.4 If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear
days’ notice shall be given of the re-convened meeting stating the date, time and place of the meeting.
14.1 Each member 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.
14.2 A resolution in writing signed by each member (or in the case of a member that is an organization, by
its authorized 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
14.3 A member may, on notice to the Chairman, or Secretary, in writing and not less than 24 hours before
the meeting, send a proxy who must also be a member and entitled to vote in their own right.
15.1 Any organisation that is a member of the Charity may nominate any person to act as its representative.
at any meeting of the Charity.
15.2 The organisation must give written notice to the Charity 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 Charity. The nominee may continue to represent the organisation until written notice
to the contrary is received by the Charity,
15.3 Any notice given to the Charity will be conclusive evidence that the nominee is entitled to represent the
organisation or that his or her authority has been revoked The Charity shall not be required to consider
whether the nominee has been properly appointed by the organisation.
16.1 The Charity 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 Trustees of the Charity and in this constitution are together called “the
16.2 The Charity shall have the following Officers:
(i) A chairman
(ii) A vice-chairman
(iii) A secretary
(iv) A treasurer
16.3 A Trustee must be a member of the Charity or the nominated representative of an organisation that is a
member of the Charity.
16.4 No-one may be appointed a Trustee if he or she would be disqualified from acting under the provisions
of Clause 19.
16.5 The number of Trustees shall be not less than seven but (unless otherwise determined by a resolution
of the Charity in general meeting) shall not be subject to any maximum.
16.6 The first Trustees (including Officers) shall be those persons elected as Trustees and Officers at the
meeting at which this constitution is adopted.
16.7 A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees.
17.1 The Charity in general meeting shall elect the Officers and the other Trustees.
17.2 The Trustees may appoint any person who is willing to act as a Trustee. Subject to clause 17.5(b), they
may also appoint Trustees to act as officers
17.3 Each of the Trustees shall retire with effect from the conclusion of the annual general meeting next
after his or her appointment but shall be eligible for re-election at that annual general meeting.
17.4 No-one may be elected a Trustee or an Officer at any annual general meeting unless prior to the
meeting the Charity is given a notice that:
17.6 Nominations for Trustees and Officers must be supported by two members of the Charity, one of whom
may be the formal proposer in clause 17.4.
18.1 The Trustees must manage the business of the Charity and have the following powers in order to further the Objects (but not for any other purpose):
funds and to delegate the management of 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;
18.2 No alteration of this constitution or any special resolution shall have retrospective effect to invalidate
any prior act of the Trustees.
18.3 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.
A Trustee shall cease to hold office if he or she:
19.1 Is disqualified as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory
re-enactment or modification of that provision);
19.2 ceases to be a member of the Charity;
19.3 becomes incapable by reason of a mental disorder, illness or injury of managing and administering his
or her own affairs;
19.4 resigns as a Trustee by notice to the Charity (but only if at least seven Trustees will remain in office
when the notice of resignation is to take effect), or
19.5 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.
20.1 The Trustees may regulate their proceedings as they think fit subject to the provisions of this
20.2 Any Trustee may call a meeting of the Trustees.
20.3 The secretary must call a meeting of the Trustees if requested to do so by a Trustee.
20.4 Questions arising at a meeting must be decided by a majority of votes.
20.5 In the case of an equality of votes, the person who chairs the meeting shall have a second or casting
20.6 No decision may be made by a meeting of the Trustees unless a quorum is present at the time the
decision is purported to be made.
20.7 The quorum shall be five or the number nearest to one third of the total number of Trustees, whichever
is the greater or such larger number as may be decided from time to time by the Trustees, of which two
shall be officers,
20.8 A Trustee shall not be counted in the quorum present when any decision is made about a matter upon
which that Trustee is not entitled to vote.
20.9 If the number of Trustees is less than the number fixed as the quorum the continuing Trustees or
Trustee may act only for the purpose of filling vacancies or of calling a general meeting.
20.10 The person elected as Chairman shall chair meetings of the Trustees.
20.11 If the Chairman is unwilling to preside or is not present within ten minutes after the time appointed
for the meeting, the Vice-Chairman will preside or failing that the Trustees present may appoint one of
their number to chair that meeting.
20.12 The person appointed to chair meetings of the Trustees shall have no functions or powers except
those conferred by this constitution or delegated to him or her in writing by the Trustees.
20.13 A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or
of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had
been passed at a meeting of the Trustees or (as the case may be) committee of Trustees duly
convened and held.
20.14 The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees.
21.1 The Trustees may delegate any of their powers or functions to a committee of two or more Trustees
but the terms of any such delegation must be recorded in the minute book.
21.2 The Trustees may impose conditions when delegating, including the conditions that:
21.3 The Trustees may revoke or alter a delegation.
21.4 All acts and proceedings of any committees must be fully and promptly reported to the Trustees.
22.1 Subject to clause 22.2, all acts done by a meeting of Trustees, or of a committee of Trustees, shall be
valid notwithstanding the participation in any vote of a Trustee:
(i) the vote of that Trustee; and
(ii) that Trustee being counted in the quorum, the decision has been made by a majority of the
Trustees at a quorate meeting.
22.2 Clause 22.1 does not permit a Trustee to keep any benefit that may be conferred upon him or her by a
resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been
22.3 No resolution or act of
shall be invalidated by reason of the failure to give notice to any Trustee or member 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 Charity.
The Trustees must keep minutes of all:
(i) the names of the Trustees present at the meeting,
(ii) the decisions made at the meetings; and
(iii) where appropriate the reasons for the decisions.
24.1 The Trustees must comply with their obligations under the Charities Act 1993 with regard to:
24.2 Accounts must be prepared in accordance with the provisions of any Statement of Recommended
Practice issued by the Commission unless the Trustees are required to prepare accounts in accordance
with the provisions of such a Statement prepared by another body.
The Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities.
26.1 The Trustees must ensure the title to:
is vested either in a corporation entitled to act as custodian Trustee or in not less than three individuals
appointed by them as holding Trustees.
26.2 The terms of the appointment of any holding Trustees must provide that they may act only in
accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts
and defaults of the Trustees or of the members of the Charity.
26.3 The Trustees may remove the holding Trustees at any time.
The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability.
28.1 Any notice required by this constitution to be given to or by any person must be:
28.2 The Charity may give any notice to a member either:
28.3 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.
28.4 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.
29.1 The Trustees may from time to time make rules or bye-laws for the conduct of their business.
29.2 The Bye-laws may regulate the following matters but are not restricted to them:
29.3 The Charity in general meeting has the power to alter, add to or repeal the rules or bye-laws.
29.4 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.
29.5 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 this constitution.
Adopted at the Special General Meeting held 27 May 2010 and amended by a resolution adopted at the annual general meeting on 2 March 2018.