CONSTITUTION OF THE VIRGINIA WATER COMMUNITY ASSOCIATION

1.NAME:
The name of the Association shall be “The Virginia Water Community Association”.

2.OBJECTS:
The objects of the Association shall be:
a)To promote the benefit of the inhabitants of Virginia Water and the neighbourhood without distinction of sex or of political, religious or other opinions by associating the local authorities, voluntary organisations and inhabitants in a common effort to advance education and to provide facilities in the interests of social welfare for recreation and leisuretime occupation with the object of improving the conditions of life for the said inhabitants.

b)To establish or to secure the establishment of a Community Centre and to maintain or manage, or to co-operate with any local statutory authority in the maintenance and management of such a centre for activities promoted by the Association and its constituent bodies in furtherance of the above objects.  The Association shall be non-party in politics and non-sectarian in religion.  The Association shall have power to affiliate to the Community Matters (formerly National Federation of Community Associations) and to other organisations with similar charitable objects.

3.MEMBERSHIP:
Membership of the Association shall be open to all persons aged over 18 years in the neighbourhood irrespective of political party, nationality, religious opinion, race or colour, the Executive Committee of the Association (hereinafter called “the Executive Committee”) reserving the right to exclude any individual attempting to defeat the objects of the Association, providing that such an individual shall have the right to be heard by the governing body before a decision is made.

This clause shall not prevent the Association from forming a Junior Section for those under the age of 18, nor should it prevent the development of family membership (as hereinafter defined) to include those under 18 if either such step is considered desirable by the Executive Committee, but only those over 18 shall be full voting members of the Association and entitled to all benefits of membership.

Membership fees shall be due on 1st January. Membership shall be of four kinds:

a)Family Membership shall entitle both parents and all children under the age of 18 (or both partners in a single household) to be members of the Association. Each parent or partner shall have full voting rights. The fee for family membership shall be such sum as shall be recommended by the Executive Committee and approved at an Annual General Meeting.

b)Individual Membership shall be open to persons aged 18 and over. The fee for individual membership shall be such sum as shall be recommended by the Executive Committee and approved at an Annual General Meeting

c)Section Membership shall be open to such Constituent Bodies as shall be decided by the Executive Committee.  Such organisations shall, when they apply for admission as Constituent Bodies, satisfy the Committee that they are genuine autonomous bodies and not sections of some other local or national organisations.  These organisations shall be expected to make an annual contribution to the funds of the Centre in such amount as shall be agreed at the first Executive Committee Meeting following the Annual General Meeting or as shall be agreed annually between the Executive Committee and the constituent body concerned.  Section Membership shall not confer any membership rights on individual members of the Section.

d)Honorary Life Membership may be offered to individuals at the discretion of the Executive Committee.


4.GOVERNING BODY:
The Governing Body shall consist of two representatives appointed respectively by the Surrey County Council, Runnymede Borough Council and the Executive Committee, making six persons in all.  The Governing Body shall elect its own chairman.


5.MANAGEMENT:
The affairs of the Association shall be conducted by the Executive Committee consisting of:

a)The officers of the Association, as elected at the Annual General Meeting.
 
b)Representatives of Individual and Family Members, not exceeding ten in number, to be elected at the AGM of the Association. At least half shall reside in the Virginia Water Ward.

c)Such individual members as may have been co-opted by the Executive Committee to fill vacancies.  The number of co-opted members shall not ordinarily exceed one-third of the total members of the Executive Committee.

All of the above shall have full voting rights.

All members of the Executive Committee shall retire annually at the Annual General Meeting.  Retiring members shall be eligible for re-election.

The Executive Committee shall be responsible for the management and use of the Centre premises, shall observe the conditions set out in the Schedule hereto and shall draw up rules for the management and use of the Centre.

6.OFFICERS:
The Officers of the Association shall consist of:
A Chairman, Secretary, Treasurer and such other officers as deemed necessary from time to time, all to be elected by ballot at the Annual General Meeting.
In the event of a vacancy during the year, the Executive Committee shall be empowered to fill such vacancy from its own members or those of the Association.

The positions of President and Vice President shall not be subject to annual re-election.


7.COMMITTEES:
The Executive Committee shall have the power to appoint such sub-committees as may from time to time be decided, and shall determine their terms of reference and procedure, provided that all proceedings and actions of such sub-committees be reported to and confirmed by the Committee.

A member of the Executive Committee shall vacate his office under the following circumstances:
a)If he notifies the Secretary of the Committee of his intention to resign
b)If he fails to attend three consecutive Committee Meetings, unless the failure to attend was due to some reason approved by the Committee
c)If he is disqualified from being elected as or being a member of the Association by reason of corrupt or illegal practices.

The members of the Governing Body shall have the right to attend and speak at all meetings of the Executive Committee, but shall not have the right to vote at such meetings unless they are elected by the Association as members of the Committee.


8.MEETINGS:
a)Association Meetings
An Annual General Meeting of the Association shall be convened by the Executive Committee each year for the purpose of receiving the Annual Report and Financial Statement and to appoint representatives on the Governing Body, and the honorary officers, and to accept the resignations of members of the Executive Committee and to elect ten representatives of individual members. All members shall be given at least 42 days notice of the date of the AGM and must submit to an officer of the Association at least 28 days prior to that date any items for inclusion in the AGM agenda. Not more than 15 months shall elapse between such meetings.

Special Meetings of the Association may be called at any time by the Secretary at the request of the Chairman or at the request of the Governing Body or 12 members giving their reasons, such requests to be made to the Secretary of the Association. Any Meeting shall be held within 21 days of receipt of such a request.

b)Executive Committee Meetings
The Executive Committee shall meet not less than five times each year. A quorum shall be four members of whom three including at least one Officer of the Association shall have been elected.

An Extraordinary Meeting of the Committee shall be called by the Secretary at any time by direction of the Chairman, or at the request of not less than four members of the Committee.

All questions arising at any meeting shall be decided by a majority of those present and voting at such Meetings.  In a case of equal numbers, the Chairman of the Meeting shall have a second or casting vote.

9.RULES OF PROCEDURE

a)Voting
Subject to the provisions of Clause 11 & 13, all questions arising at any Association Meeting shall be decided by a simple majority of those present and entitled to vote thereat. No member shall exercise more than one vote, but in the case of an equality of votes the Chair shall have a second or casting vote.

b)Quorum
Association Meetings:  Twenty or one third of members eligible to vote, whichever is the smaller, shall form a quorum at meetings;

Executive Committee and all Sub-committee Meetings:  Four or one third of members eligible to vote, whichever is the smaller, shall form a quorum at meetings.

c)Minutes
A Minute Book shall be kept by the Secretary of each Committee or Sub-committee and all proceedings and resolutions of the Committee shall be entered therein by the Secretary or his/her deputy.  A record shall also be kept of all Association General Meetings.


10.FINANCES:
a)The Association shall be responsible for the financial costs of maintaining the Centre, including both running costs and upkeep of the fabric. 

b)All monies raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose.

c)The Association shall cause an account to be opened with Bankers in the Virginia Water area in the name of the Association, and two signatories shall be required to withdraw money therefrom.  All accounts over £100 shall be paid by cheque and the Treasurer (or other person appointed by the Executive Committee to hold monies) shall not hold more than £150 in cash at any time.

d)The accounts of the Association shall be regularly examined by appropriate independent persons who shall be appointed annually by the Executive Committee. The accounts of any sub-committee, section or group of members shall be regularly examined by appropriate independent persons approved by the Executive Committee.
e)The Association shall submit to the Charity Commission such reports and financial statements in such form, including an annual examined statement of the accounts of the Association as shall be required by the Commission.


11.ALTERATIONS TO THE CONSTITUTION:
No alteration of this Constitution shall be valid unless it shall have been passed by a two-thirds majority of those present and voting at a General Meeting of the Association.

Any proposal involving such alteration must be delivered in writing to the Secretary of the Association not less than 28 days before the date of the meeting at which it is to be discussed, and not less than fourteen days’ notice of the Meeting, giving particulars of the proposals, shall be given to members of the Association.

No alteration or amendment shall be made without prior consultation with the Charity Commission of England and Wales. No alteration or amendment shall be made to the Constitution which would cause the Association to cease to be a charity in law.


12.CONSTITUTION:
A copy of the Constitution shall be lodged with the Surrey County Council, Runnymede Borough Council, the Association’s Bankers, the Charity Commission and Officers of the Association. Members have a right to view a copy.


13.DISSOLUTION:
a)The Association shall not be dissolved except by a resolution presented for discussion at a General Meeting followed by a ballot of members of the Association, in which not less than two-thirds of the votes cast are in favour of dissolution.

b)In the event of dissolution, the unexpended balance of any assets provided by the Borough Council or County Council shall be repaid to the appropriate Authority.  Any further funds accruing to the Association or in the possession of the Trustees of the Association shall be applied firstly in the liquidation of any liabilities incurred by the Trustees of the Association, and secondly, subject to the approval of the Charity Commissioners, shall be disposed of to any charitable organisation with similar aims and objects.


December 2008
 
TERMS OF REFERENCE FOR VWCA SUB-COMMITTEES

1.The Executive Committee shall have the power to appoint such sub-committees as may from time to time be decided.

2.Sub-committees shall meet not less than four times each year.

3.All members of sub-committees shall be individual or family members of VWCA.

4.Sub-committees shall comprise a minimum of 6 members, of whom at least one shall be an elected member of the Executive Committee.

5.Sub-committees shall have the power to co-opt new members.

6.Each sub-committee shall appoint from within its members a Chairman, a Secretary and such other officers as deemed necessary, all such appointments to be ratified by the Executive Committee and confirmed by the Association at the Annual General Meeting.

7.Four members, of whom at least one shall be an officer of the sub-committee, shall form a quorum at sub-committee meetings.

8.All proceedings and actions of the sub-committees shall be reported to and confirmed by the Executive Committee.

9.A Minute Book shall be kept by the Secretary of each Sub-committee and all proceedings and resolutions of the Committee shall be entered therein by the Secretary or his/her deputy.

10.All questions arising at any meeting shall be decided by a majority of those present and voting at such Meetings. In a case of equal numbers, the Chairman of the Meeting shall have a second or casting vote.

11.All financial matters relating to the Annual Show shall be managed through the VWCA bank account by the Association’s Treasurer. Financial matters relating to all other sub-committees shall be managed through the VWCA Centre Fund accounts by the Centre Fund Treasurer.