Norfolk Tortoise Club — Constitution
(Agreed at an Extraordinary General Meeting held on the 2.3"1 September 2017)
NAME
The name of the club shall be the NORFOLK TORTOISE CLUB.
The club was founded by Mr Leonard Coe in 2002 to improve the welfare of tortoises in captivity.
The club and the property it owns will be administered and managed in accordance with this constitution.
OBJECTS
The objects of the Club are to:
" To promote humane behaviour towards tortoises by promoting best practice for tortoise care ,providing a rehoming service for tortoises in need of care and attention by reason of sickness, maltreatment , poor circumstances , ill usage, changed owner circumstances and educating the public in matters pertaining to animal welfare in general and the prevention of cruelty and suffering among animals"
MEMBERSHIP
Any person may become a member of the club for a period of a calendar year [or part year] 1st Jan-31st December by:
· Completing a club membership form
· Agreeing to abide by the Club Code of Conduct
· Paying any fees or subscription due
Any breach of the Club Code of Conduct will not be permitted. The committee have the power to terminate or suspend a member (including committee members) by a resolution passed at a management committee meeting. A resolution to remove a member may only be passed if the member has been given at least 21 days' notice in writing of the management committee meeting and the reasons why it is proposed.
Members shall have the right to make representations to the meeting of the management committee considering removing the member. The member can subsequently appeal via an independent adjudicator determined by mutual agreement with the management committee.
Any member may resign at any time in writing to the club secretary.
The management committee must keep a register of names and addresses of members and provide all members with the names of the management committee.
MANAGEMENT
The business of the club shall be carried out by a committee, the management committee, elected at the club AGM.
The committee will consist of no less than three [3] people and no more than ten [10] people. The committee will meet as necessary, however no less than four times per year.
No decisions shall be made at a committee meeting with less than 60% of the appointed committee members.
All committee members shall be expected to act in the best interests of the club at all times. Any committee member found to be abusing their position must resign or face having their membership terminated.
The management committee may co-opt additional members onto the committee or any sub-committee at the discretion of the committee.
All committee meetings shall have an agenda and formal minutes shall be kept and made available to members.
The committee shall undertake to ensure that the club always has relevant and adequate insurance cover, this to cover all the activities of the club such as club meetings, events and re-homing activities.
Committee meetings shall be open to any club member who wishes to attend, however they may not speak unless agreed by the Chair, or interfere, and will not take part in any vote undertaken at the meeting.
Election of Committee Members
Club members are eligible to stand for election for one of the designated officers or general committee member posts. They will serve for a period of one year, but may be re-elected at the following AGM.
The Elected Officer posts shall be:
· Chairperson
· Club Secretary
· Treasurer
In order to stand for election, each candidate must meet the following criteria:
· Be over the age of 18
· Be a current member of the club
· Have attended a minimum of 2 club meetings, events, or volunteer activities in the 12 months prior to election.
· Be seconded by another club member
Candidates must submit their nomination before the cut-off date specified by the serving committee.
In the event that Elected Officer(s) post(s) remain unfilled, the committee will continue to advertise the position(s). NB: The bank will freeze the club account without a Treasurer.
A member of the management committee may not appoint anyone to act on his/her behalf at meetings of the management committee.
A member of the management committee will cease to hold office if he/she resigns by giving normally 2 months' notice to the club, is no longer a member of the club or is absent from meetings of the management committee for six months.
Powers of the Management Committee
The management committee must manage the business of the club and have the following powers in order to achieve the aims of the club,
· To raise funds for the club. In doing so the management committee must not undertake any permanent taxable trading activities and must comply with relevant statutory regulations.
· To buy, lease, hire or otherwise acquire any property and maintain and equip it for use.
· To sell or otherwise dispose of all or any part of the clubs property.
· To cooperate with other charities, voluntary bodies and statutory authorities and exchange information and advice with them
· To set aside income as a reserve against future expenditure but only in accordance with a written policy on reserves
· To obtain and pay for such goods and services as are necessary for carrying out the work of the club
· To open and operate a bank account and temporary cash floats as required.
· To do all such other lawful activities as are required for the achievement of the clubs aims.
Conflicts of Interest
A member of the management committee must,
· Declare the nature and extent of any interest, direct or indirect which he or she has in a proposed transaction or arrangement with the club or arrangement entered into by the club which has not been previously declared.
· Absent himself/herself from any discussions of the club in which it is possible that a conflict will arise between his/her duty to act in the interests of the club and any personal interest.
Any management committee member absenting himself/herself from any discussions in accordance with the above must not vote or be counted as part of the quorum in any decision of the club on this matter.
Application of Income and Property
The income and property of the club shall be applied solely towards the promotion of its aims,
· A member of the management committee is entitled to be reimbursed reasonable expenses properly incurred when acting on behalf of the club
· None of the income or property of the club may be paid or transferred by way of profit to any member of the club. This does not prevent a member of the club from receiving reasonable and proper remuneration for any goods or services supplied to the club
· No member of the management committee or connected person may buy or receive any goods or services from the club on terms preferential to those available to all club members, sell goods or services or any interest in land to the club or receive any other financial benefit from the club.
MEETINGS
Annual General Meeting (AGM)
There shall be an Annual General Meeting (AGM) each year at which the serving committee stands down, and members for the forthcoming year shall be elected.
The date of the AGM must be made public at least one month in advance. Not more than 15 months may elapse between successive annual general meetings.
In the event of two or more members standing for the same position, a ballot shall take place at the meeting. Club members can each have one vote which they can cast for their preferred candidate. The candidate with the most votes will be elected.
Agenda Items for discussion at the AGM must be submitted to the club at least 3 weeks in advance of the AGM.
No business shall be transacted at the AGM unless a quorum is present. A quorum shall be 10 members entitled to vote at the AGM or one tenth of the membership at the time, whichever is the greater. If a quorum is not present the AGM must be reconvened and at least 1 weeks' notice given of the reconvened meeting.
Extraordinary General Meeting (EGM)
The Committee shall call an EGM at any time if the committee considers this necessary or upon request in writing of 15% of the club's membership or at least 10 members, whatever is the greater. The request must state the nature of the business that is to be discussed. The quorum for an EGM is the same as that required for an AGM.
Club Meetings and Events
Club meetings and events will be arranged throughout the year, the nature and frequency of which will be determined by the committee annually.
All attendees must adhere to the club's Code of Conduct.
All attendees must sign the register at each club-meeting.
Health and safety procedures must be observed at all times for both attendees, and any animals brought to the meeting or event.
FINANCE
All funds received including donations, contributions and bequests, shall be paid into an account [s] operated by the Management Committee in the name of the club. All funds must be applied to the aims and work of the club and for no other purpose.
The Club shall have three [3] designated Club signatories who must be serving committee members, one of whom must be the Treasurer. The committee will decide at a committee meeting the name[s] of the other signatories and the minutes should reflect this.
Bank account[s] shall be opened in the name[s] of the club. Any cheques relating to the club's bank account shall be signed by at least two [2] of the designated club signatories, one of whom must be the Treasurer. Electronic bank transfer payments shall be made by the Treasurer, but only after receiving authorization from another club signatory. In the absence of the Treasurer electronic bank transfers shall be made by one of the other authorized signatories.
Any financial order / purchase[s] over an amount agreed annually by the committee, must be approved by the designated club signatories.
The Treasurer will be accountable to ensure funds are utilized effectively and the club stays within budget.
All funds received shall be banked promptly and where possible without deduction of costs. Where possible all funds received at events will be counted and verified by 2 members of the management committee and receipts must be issued for all donations and sales other than for small amounts as agreed by the management committee.
An annual budget shall be agreed by the management committee before the start of the financial year and the Treasurer shall provide each meeting of the management committee with a financial report showing payments and receipts, the bank balance and any other relevant financial information.
The Treasurer shall be responsible for ensuring that the accounts comply with relevant accounting standards and ensuring that information is supplied to relevant authorities as required.
An annual financial report including the annual accounts shall be presented at the club AGM. The club's accounting year currently runs from 1 April to 31st March .This may be changed by agreement with the management committee.
All club and committee members shall adhere to the Club's Financial Policies and Guidelines.
DISSOLUTION
If the members resolve to dissolve the Club the committee will remain in office as charity trustees and be responsible for winding up the affairs of the Club in accordance with this clause. The committee must collect in all the assets of the Club and must make provision for all the liabilities of the Club. The committee must apply any remaining property or money
· Directly for the objects of the Club
· By transfer to any charity or charities for purposes the same as or similar to the Club
· In such other manner as the Charity Commission for England and Wales ("the Commission") may approve in writing in advance
The members may pass a resolution before or at the same time as the resolution to dissolve the Club specifying the manner in which the committee are to apply the remaining property or assets of the Club and the committee must comply with the resolution if it is consistent with the above paragraph.
In no circumstances shall the net assets of the Club be paid to or distributed among the members of the Club (except to a member that is itself a charity)
The committee must notify the Commission promptly that the Club has been dissolved. If the committee are obliged to send the Club's accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Club's final accounts.
AMENDMENTS TO THE CONSTITUTION
The Club may amend any provision in the constitution relating to the Club objects, aims , application of income and property, benefits and payments to committee members and connected persons and dissolution provided that ,
· No amendment may be made that would have the effect of making the Club cease to be a charity at law
· No amendment may be made to alter the objects if the change would undermine or work against the previous objects of the Club
· No amendment may be made to the Club objects and provisions in the constitution relating to application of income and property , benefits and payments to committee members and connected persons , dissolution or this clause without the prior consent in writing of the Commission
· Any resolution to amend the provisions relating to Club objects , aims , application of income and property , benefits and payments to committee members and connected persons and dissolution is passed by not less than two thirds of the members present and voting at a general meeting
Any provision relating to other clauses in the 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 general meeting.
A copy of any resolution amending the constitution shall be sent to the Commission within 21 days of it being passed
Norfolk Tortoise Club
Payment Procedure
Addendum to Constitution agreed at EGM on 23rd September 2017 ( to be read in conjunction with the Finance Section in the Constitution )
1. An annual budget shall be prepared by the Treasurer before the start of the financial year. This will show estimates for individual items of expenditure and groups of items. The budget will need to be agreed by the Management Committee.
2. Once the budget is agreed all members of the Committee are responsible for ensuring that estimates are not exceeded unless the prior agreement of the Committee has been obtained.
3. Before goods or services are ordered, the Committee member ordering should ensure that the relevant estimate will not be exceeded.
4. The value of the goods or services to be ordered should be added to the total of previous payments for items included in the relevant estimate as notified monthly by the Treasurer. If the estimate will be exceeded no order can be placed unless the authorisation of the Committee has been obtained.
5. The Treasurer will forward at the end of each month to each member of the Committee, information on payments and receipts in the previous month and the latest comparison of actual payments and receipts with the agreed budget.
6. At each meeting of the Committee , consideration will be given to any,
- Estimates which are likely to be exceeded
- Payments to be made over a value of £1000.
- Payments to be made for which there is no provision in the budget
7. Unless authorized by the Committee no orders for goods and services can be placed if an order is within the categories at para 6 above.
8. The Committee member ordering goods or services is responsible for ensuring that they are delivered and in accordance with a previous quotation and the invoice for payment. All Committee members ordering goods or services should confirm to the Treasurer at the end of each month that all goods and services for which payment has been made have been received.
9. If between meetings of the Committee a need arises for an order to be placed which is within the categories at para 6 above, the Chair should be consulted and advised why the order cannot wait until the next Committee meeting.
10. If the Chair agrees that the order cannot wait until the next Committee meeting, all members of the Committee should be asked by email to endorse the order being placed. No order can be placed until all members of the Committee have notified agreement by email.
Norfolk Tortoise Club
Transport for Rehoming Tortoises
Mileage Costs
Transport for Rehoming Tortoises
Any person seeking to rehome a tortoise with the Club will be asked to take the tortoise to our HQ in Norfolk. By exception, a Club volunteer might consider collecting a tortoise if it is reasonably not possible to deliver the animal to HQ. This is subject to the tortoise being within the East Anglia area. Outside of East Anglia can be considered but may not be agreed.
Management Committee Rule
The Club operates through enthusiastic volunteers who provide time and transport at their own expense.
Exceptionally, when a request to rehome a tortoise is received and the owner is reasonably unable to take the tortoise to HQ, consideration can be given, if a volunteer requests, to making a contribution to mileage costs.
The return mileage could be reimbursed at 40p a mile. This same approach could be applied, if a volunteer requests to travel elsewhere in the UK and for purposes other than rehoming ( eg collecting items for an event ) .
A request for reimbursement must be submitted to the Club by email prior to travel. It is assumed though, that mileage costs would only be claimed exceptionally given the charity status of the Club.
Any request for mileage to be reimbursed needs to be authorized by 2 of the Clubs bank signatories. If the possible claim is greater than £150, the authorisation of the Management Committee will need to be sought.
A budget for mileage claims will be set when the Committee agree the Club budget for the forthcoming year and will be managed in accordance with the arrangements for the overall budget.