Constitution of the Friends of Ryde Cemetery

This constitution was adopted on the 23^rd day of September 2002.

A.         Name

The name of the Association is "The Friends of Ryde Cemetery" ("The Friends').

B.      Area of Benefit

The "area of benefit" is the Ryde Cemetery, West Street, Ryde, Isle of Wight.

C.        Administration

Subject to the matters set out below, the Friends shall be administered and managed in accordance with this constitution by the members of the Executive Committee.

D.        Objects

The objects of the Friends are: to promote for the benefit and the safety of the public as an amenity, the conservation and restoration of the Ryde cemetery, including its monuments, records and buildings, ecology and the natural beauty of its setting.

E.         Powers

In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

1.    to raise funds and receive subscriptions, donations, legacies, bequests and gifts in kind from any person, organisation or body, and to open and operate bank accounts in the name of the Friends provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law.

2.    to appoint a) a Secretary, b) a Treasurer, c) any other person as may seem appropriate to the Executive Committee who may be members of the Executive Committee.

3.    to co-operate with other associations, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar objects and to exchange information and advice with them.

4.    to establish or support any charitable trusts, associations or institutions formed for all, or any of the objects.

5.    to appoint and constitute such advisory sub-committees as the Executive Committee may think fit.

6.    to do all such other lawful things as are necessary for the achievement of the objects.

F.         Membership

1.    Membership of the Friends shall be open to:

1.1.      individuals who are interested in furthering the work of the Friends and who have paid any annual subscription laid down from time to time by the Executive committee

1.2.      any body corporate or unincorporated association which is interested in furthering the work of the Friends and has paid any annual subscription.  In this constitution any such body is called a "Member Organisation".

2.    Every member shall have one vote.

3.    Each Member Organisation may appoint an individual to represent it and to vote on its behalf at meetings of the Friends; and may appoint an alternate to replace its appointed representative at any such meeting of the Friends.  These representatives shall be called Nominated Members.

4.    Each Member Organisation shall notify to the Secretary of the Friends the name of the Nominated Member appointed by it and of any alternate.  If the Nominated Member or alternate resigns from or otherwise leaves the Member Organisation, he or she shall forthwith cease to be the representative of the Member Organisation.

5.    The Executive Committee may make rules: regarding eligibility for membership Rules regarding membership must correspond with I.W. Council's Equal Opportunities Policy.  The Executive Committee may terminate the membership of any individual, Nominated Member or Member Organisation, provided that the individual concerned or the appointed representative of the Member Organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

G.        Honorary Officers

At the first Annual General Meeting of the Friends, the members shall elect from amongst themselves the body of the Executive Committee, who shall hold office from the conclusion of that meeting.

H.        Executive Committee

1.    The Executive Committee shall consist of not less than 7 members and not more than 13, and always include a nominated member from the I.W, Council Bereavement Services.

2.    A majority of the Executive Committee shall be over the age of 18 years.

3.    All members of the Executive Committee shall retire from office together at the end of the Annual General Meeting next after the date on which they came into office but they may be re-elected or re-appointed.

4.    The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.

5.    No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing, in the minute book of the Executive Committee, a declaration of acceptance and of willingness to act in the trusts of the Friends.

6.    The Executive Board shall have the power to co-opt members to the Executive Committee as needed.

I.        Determination of Membership of Executive Committee

A member of the Executive Committee shall cease to hold office if he or she:

1.    is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision)

2.    becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her affairs

3.    is absent without just cause from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated

4.    notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

J.       Executive Committee Members not to be personally interested

1.    No member of the Executive Committee shall acquire any interest in property belonging to the Friends other than as a trustee for the Friends.

2.    Members of the Executive Committee may be paid for any expenses incurred by them when instructed by the Executive Committee to act on behalf of the Friends.  At no time shall a majority of Executive Committee benefit under this rule and members shall withdraw from that part of a meeting at which their instruction or payment is discussed.

K.      Meetings and proceedings of the Executive Committee

1.    The Executive Committee shall hold at least two ordinary meetings each year.  A special meeting may be called at any time by the Chair or by any two members of the Executive Committee upon not less than 7 days' notice being given to the other members of the Executive Committee of matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days' notice must be given.

2.    The Chair shall act as Chair at meetings of the Executive Committee.  If the Chair is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be Chair of the meeting before any business is transacted.

3.    There shall be a quorum when at least one third of the number of the members of the Executive Committee for the time being or three members of the Executive Committee, which ever is the greater, are present at a meeting.

4.    Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the Chair of the meeting shall have a second or casting vote.

5.    The Executive Committee shall keep a record of the minutes of the proceedings of meetings of the Executive Committee and any sub-committee.

6.    The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents.  No rule may be made which is inconsistent with this constitution.

7.    The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee and any number of ordinary members for the purpose of making any inquiry or supervising or performing, any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any such sub-committees shall be promptly reported in writing to the Executive Committee.

L.      Income and Expenditure

1.    The funds of the Friends, including all donations and bequests, shall be paid into an account operated by the Executive Committee in the name of the Friends at such bank as the Executive Committee shall from time to time decide.  All cheques drawn on the account must be signed by the Treasurer and one of two other Executive Committee members,

2.    The funds belonging to the Friends shall be applied only in furthering the objects.

M.        Accounts

1.    The Executive Committee shall comply with their obligations under the Charities Act 1992 (or statutory re-enactment or modification of that Act) with regard to:

1.1.      the keeping of accounting records for the Friends

1.2.      the preparation of annual statements of account for the Friends

1.3.      the auditing or independent examination of the statements of account of the Friends

1.4.      the presentation of the audited accounts at the Annual General Meeting.

N.        Annual Report

The Chair shall prepare an annual report on behalf of the Executive Committee for presentation at the Annual General Meeting.

O.      Annual General Meeting

1.    There shall be an Annual General Meeting of the Friends, which shall be held in "month" each year.

2.    Every Annual General Meeting shall be called by the Executive Committee.  The Secretary shall give at least 21 days' notice of the Annual General Meeting to all members of the Friends.  All members of the Friends shall be entitled to attend and vote at the meeting.  Any member who is also a Nominated Member may only exercise one vote.

3.    In the event of equal number of votes being cast for and against any motion the Chair may exercise a casting vote.

4.    Before any other business is transacted at the first Annual General Meeting the persons present shall appoint a Chair of the meeting.  The Chair shall be the Chair of subsequent Annual General Meetings, but if he or she is not present before any other business is transacted, the persons present shall appoint a Chair of the meeting.

5.    The Executive Committee shall present to each Annual General Meeting the report and accounts of the Friends for the preceding year.

6.    Nominations for election to the Executive Committee must be made by members of the Friends in writing, signed by both the nominator and the nominee. and must be in the hands of the Secretary of the Executive Committee at least 14 days before the Annual General Meeting.  Should nominations exceed vacancies, election shall be by ballot.

P.      Special General Meetings

The Executive Committee may call a Special General Meeting of the Friends at any time.  If at least ten members request such a meeting in writing, stating the business to be considered, the Secretary shall call such a meeting.  At least 21 days' notice must be given.  The notice must state the business to be discussed.

Q.      Procedure at General Meetings

1.    The Secretary or other person specially appointed by the Executive Committee shall keep a record of proceedings at every General Meeting of the Friends.

2.    There shall be a quorum when at least one tenth of the members of the Friends for the time being or seven members of the Friends, whichever is the greater, are present at any General Meeting.

R.      Notices

Any notice required to be served on any member of the Friends shall be in writing and shall be served by the Secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such a member at his or her last known address in the United Kingdom, and any such letter so sent shall be deemed to have been received within 10 days of posting.

S.      Alterations to the Constitution

The Constitution may be altered by a resolution passed by not less than two thirds of the members voting in person or by postal ballot at a General Meeting.  The notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed and a voting form for the postal ballot.

T.      Dissolution

If the Executive Committee decides that it is necessary or advisable to dissolve the Friends it shall call a meeting of all members of the Friends, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given.  If the proposal is confirmed by a two-thirds majority of those voting in person or by postal ballot, the Executive Committee shall have power to realise any assets held by or on behalf of the Friends.  Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Friends as the members of the Friends may determine or failing that shall be applied for some other charitable purpose.

This constitution was adopt