Memorandum and Articles of Association
For
Ledbury and Strömstad Towns Link Group
Authorised on behalf of the Committee by
Chairman
Spencer Lane
Secretary
Bernard Williams
December 1999
1 Name of the Association
2 Objects of the Group
3 Operations of the Group
4 Restrictions on Operations
5 Membership
6 Officials
7 Officers
8 Organisation
9 General Meetings
10 Finance
11 Amendments to the Articles of Association
12 Dissolution of the Group
1.1 The title of the Association is " The Ledbury and Strömstad Towns Link Group" (Group).
To further business opportunities for companies and individuals in both towns.
To promote links between respective educational establishments.
To promote social, cultural and general understanding between the two communities.
3.1 To further the above objects, but not otherwise, the Group may perform the following.
To promote visits
to Strömstad by members of the Group.
To promote visits
by residents of Strömstad to Ledbury.
To help schools
and other youth organisations in the Ledbury area develop links with similar
bodies in Strömstad.
To assist businesses
in the Ledbury area to make contact with the Strömstad business community.
To publish or contribute
to the publication of any papers, periodicals, books, reports or other documents
on subjects that are within the objects of the Group.
To promote and
/ or pay the expenses of meetings on matters within the objects of the Group.
Subject to the restrictions below, pay expenses of speakers, invited by the
Group, attending such meetings for the purposes of lecturing or giving expert
advice or assistance.
To make representations
at public meetings or in other ways as appears necessary to further the objects
of the Group.
To make grants,
donations, loans or annual payments to any association or body for charitable
objects similar to those of the Group.
To raise funds
and to invite and to receive subscriptions, gifts and donations for the objects
of the Group.
To invest monies
of the Group, not immediately required for its purposes, in or upon such investments,
securities or properties as regarded fit and proper.
To establish and
support or aid in the establishment and support of any charitable association
or institution connected with purposes of the Group.
To do all such other things that will further the attainment of the above objects or purposes.
The only use of
income and property of the Group, however derived, is towards the objects
of the group as detailed in this Memorandum of Association.
No income or property
shall be paid or transferred, directly or indirectly, by way of dividend,
bonus or otherwise as a profit to members of the Group.
Members of the
group are entitled to reasonable payment for services or activities undertaken
on behalf of the Group, but only if the Committee has given prior authority.
The Committee will
establish what is a reasonable payment.
5.1 The Group shall have the following categories of membership.
Individual Open to any person who supports
the objects of the Group.
Associate Open to any organisation that supports the objects
of the Group.
Honorary Awarded by the Committee to individuals who have made an exceptional contribution to the objects of the Group. (Note this is a lifetime award).
5.2 The Committee has the power to refuse membership to any applicant. The applicant has no right to know the reason for this refusal and has no right of appeal.
5.3 Only members as defined by these categories will be eligible to take advantage of any travel arrangements made by the committee.
5.4 The Committee will determine membership fees, including introduction, the level and discontinuation. The Committee will give a minimum three months notice of any change in fee status or level.
6.1 The Group will elect a President and up to two Vice Presidents. These positions are filled by the vote of members at an Annual General Meeting or an Extraordinary General Meeting.
6.2 The President or in his/her absence a Vice President will preside at the Annual General Meeting and at any other meetings at the request of the Committee.
6.3 Officials have the right to attend any meetings of the Committee, but they are not entitled to a vote.
7 Officers
7.1 The normal Officers of the Group are the Chairman, Vice-Chairman, Honorary Secretary and Honorary Treasurer.
7.2 At their first meeting after the Annual General Meeting, members of the Committee will elect the Chairman and Vice-Chairman from the members of the Committee.
7.3 The Committee will appoint the Honorary Secretary and the Honorary Treasurer as necessary.
7.4 The Committee may appoint further Officers if the needs of the Group activities warrant such action.
8.1 Each Annual General Meeting will appoint an Committee to administer the Group.
8.2 Within the "Restrictions on Operations", this committee shall have full powers to manage and control all affairs, including financial, of the Group.
8.3 The Committee will consist of the Officers of the Group(see below) and no more than eight individual or associate members. In addition, the Town Mayor plus two other Council nominated Town Councillors may be invited to join the Committee for their period of office.
8.4 A quorum of the Committee shall consist of six voting Committee members. The majority voting, of those present at the meeting entitled to vote, will make decisions. In the event of a tied vote the Chairman (or presiding officer in the absence of the Chairman) shall have a casting vote, whether or not he/she has voted before.
8.5 The Committee will appoint sub-committees as necessary. At least one member of the Committee must be a member of any sub-committee. The remaining members of any sub-committee will normally be members of the Group, though the Committee will co-opt any person they feel can forward the objects of the group.
9.1 The Committee will call an Annual General Meeting in May each year and may call other General Meetings as required.
9.2 The Committee will convene an Extraordinary General on receipt by the Honorary Secretary of a written application signed by at least six members.
9.3 A minimum of twenty-one days notice will be given to all members for the Annual General Meeting and any Extraordinary General Meetings. A minimum of seven days notice is required for other General Meetings.
9.4 The Honorary Secretary must receive notices of motion for the Annual General Meeting and any Extraordinary General Meetings at least fourteen days before the date of the meeting.
9.5 Each individual member and associate member will be entitled vote at the Annual General Meeting, any Extraordinary General Meetings and other General Meetings.
10 Finance
10.1 The Financial Year of the Group runs from March 1 in any year until the last day of February in the following year.
10.2 At each Annual General Meeting, a validated set of accounts for the preceding Financial Year will be presented to the members. A responsible person selected by the Committee will validate the accounts. The responsible person may be a member of the Committee other than the Honorary Treasurer.
10.3 These accounting arrangements will continue until the assets of the Group reach the level where a more detailed level of scrutiny, as determined by Charity Law, is required.
10.4 The Committee is responsible for operating Bank Accounts for the funds of the Group. It also has the power to invest funds in appropriate securities.
10.5 Two officers of the Group must sign all cheques.
11 Amendments to the Articles of Association
11.1 Only a General Meeting of the Group can amend this Memorandum. A 60% majority of those attending and entitled to vote will be required to pass any changes.
11.2 Notice of the proposed amendment(s) will be circulated to all Officers and Members at least seven days before the date of the meeting.
12.1 A General Meeting of the Group will be required to dissolve the association.
12.2 After settlement of all accounts, any residual property and monies will be applied to a purpose or other organisation that accords with the objects of this association.
Clive Jupp 1999