BOROUGH OF POOLE

BOROUGH OF POOLE

POOLE - CHERBOURG TWINNING ASSOCIATION

CONSTITUTION

1. TITLE
The title of the Association shall be the Poole - Cherbourg Twinning Association.

2. AIMS
The aims of the Association shall be to promote and foster friendship and understanding between the people of Poole and those of the Town of Cherbourg in France and in particular:-

a) to encourage visits by individuals and groups to and from the linked towns and the development of personal contacts and by so doing to broaden the mutual understanding of the social, cultural, educational, recreational, civic and commercial activities of the linked towns;

b) to organise fund-raising activities to support the aims of the Association, and

c) to promote or support such other activities as may further the aims of the Association.

3. ORGANISATION

a) Officers of the Association

The Officers of the Association shall be elected at the Annual General Meeting and comprise Chairman, Vice-Chairman, Honorary Secretary, Honorary Treasurer and such other officers as the Management Committee may from time to time appoint. The Chairman and Vice-Chairman should be serving Councillors of Poole Borough Council.

b) Management Committee

The affairs of the Association shall be conducted by a Management Committee, which shall be elected at each Annual General Meeting; such Committee shall have all the powers conducive or incidental to the attainment of the aims referred to and to the management and control of the affairs of the Association.

The Management Committee shall consist of a Chairman, Vice-Chairman, Honorary Secretary, Honorary Treasurer, a third representative of Poole Borough Council, Assistant Secretary & Webmaster, Publicity Officer and five other members to be elected by the Association representing fund-raising, sport, education, culture, and language translation.

Casual vacancies shall be filled by the Management Committee.

The Management Committee shall have power to invite up to a maximum of ten persons and invited persons shall have the right to take part in discussions but not to vote. The quorum shall be one third of the members of the Management Committee.

The Management Committee shall have the power to set up Sub-Committees or Working Parties which shall have the power to invite persons to their membership but with no right to vote.

The Management Committee shall have the power to sponsor non contractual direct activities to cater for the interests of individuals

4. MEMBERSHIP
Membership shall be open to all persons who live in the Borough of Poole who are in agreement with the objects of the Association.

Lifetime Membership may be awarded by the Management Committee to individuals in recognition of their services to the Poole-Cherbourg Twinning Association. Honorary Life Vice Presidents will become Lifetime Members. Lifetime Members may attend Management Committee meetings but do not have the right to vote.

Corporate membership shall be open to all organisations and businesses operating within the Borough of Poole which are in agreement with the objects of the Association.

Individual members shall register their interest with the Poole-Cherbourg Twinning Association Management Committee.

The Management Committee shall have the power, without assigning any reason, to refuse membership to any applicant.

The annual subscription, if any, for membership of the Association shall be determined at a General Meeting.

5. VOTING
Each member and each corporate member shall have the right to exercise one vote at any General Meeting. Only members present at a meeting shall have the right to vote. The Chairman shall have a casting vote.

6. MEETINGS
The Management Committee shall call an Annual General Meeting between 1st April and 30th September of each year to which the Mayor of Poole shall be invited. Special General Meetings may also be convened on the written application by at least ten members of the Association to the Honorary Secretary. Notices of motions for the Annual General Meeting and Special General Meetings shall be received by the Honorary Secretary at least twenty one days before the date of the meeting. At least fourteen clear days notice shall be given to all members of the Annual General Meeting and any other General Meetings by the Honorary Secretary placing an advertisement in a newspaper circulating widely in the area, or such other means of communicating with persons in the Borough of Poole as the Management Committee shall think fit.

The business of the Annual General Meeting shall include the election of officers and management committee and presentation of an independently examined statement of accounts and balance sheet for the previous year, and a summary by the Chairman of the year's activities. No other business shall be conducted at an Annual General Meeting without the consent of the Chairman, at his discretion.

The Management Committee shall meet at least quarterly and the Honorary Secretary shall give all members of the Management Committee not less than seven clear days' notice in writing of the date and place of the meeting and an agenda of the business to be transacted at such meeting. The Chairman in consultation with the Honorary Secretary shall be empowered to cancel any such meetings should this be deemed necessary. The Minutes of the meetings shall be recorded by the Honorary Secretary. In the absence of the Chairman and Vice-Chairman and/or Hon Secretary the meeting shall appoint a person to take the chair and a person to record the minutes.

Decisions of the Management Committee shall be made by the majority of votes of those present at the meeting entitled to vote.

The Management Committee shall appoint the Chairman of the Sub-Committees and Working Parties.

The Chairman and/or Honorary Secretary of the Association may invite to any of the meetings of the Management Committee , sub-committees or working parties in a consultative or advisory capacity such person or persons as they think fit. Such person(s) shall not be qualified to vote.

A quorum of a sub-committee or working party shall consist of one third of voting members, the chairman having a casting vote.

A quorum of a General Meeting shall consist of ten members of the Association.

7. FINANCE
The Association's financial year shall run from 1st April in each year to 31st March of the following year.

The Honorary Treasurer shall produce annual accounts which shall be independently examined.

The income and property of the Association shall be applied solely towards the carrying out of the aims of the Association as set forth in this Constitution.

All cheques shall be signed by not less than two of the officers of the Association, one of whom shall be the Honorary Treasurer.

The Management Committee or any Officer shall have no power to enter the Association into any contractual obligation but may invest monies of the Association not for the time being required for its own purposes in or upon such investments, securities or property of whatsoever nature and wherever situate as may be thought fit (including, for the avoidance of doubt but without limiting the effect of this power, shares in a private company), to the intent that the Association shall have the same full and unrestricted powers of investing and transposing investments as an absolute beneficial owner.

Before exercising such powers the Management Committee shall seek proper written advice from a person of standing who is authorised to give such advice under any relevant legislation unless the Management Committee resolves that it is unnecessary or inappropriate to do so.

All members of the Management Committee shall be deemed to have no special knowledge or experience regarding investments and as such no special duty of care shall apply.

8. AMENDMENTS OF CONSTITUTION
Amendments of the Constitution may be made only at a General Meeting of the Association by a majority of not less than two-thirds of the votes of those present and entitled to vote. Notices of the proposed amendments shall be circulated to all officers and members of the Management Committee not less than seven days before the said General Meeting.

9. DISSOLUTION OF THE ASSOCIATION
In the event of the Association being dissolved, any property or monies remaining after its debts and liabilities have been settled shall be transferred to some purpose or organisation whose aims correspond as nearly as possible with those of the Association or, alternatively, in the absolute discretion of the Management Committee to a charity or charities.

21 June 2011