RNHWA CIO Constitution

 1 RNHWA CIO Constitution Version 1 Final July 2020 

 RUTLAND NEIGHBOURHOOD WATCH ASSOCIATION 

Constitution of a 

Charitable Incorporated Organisation with Voting Members other than its Charity Trustees 

Charity Registration No 

July 2020 RNHWA CIO Constitution Version 1 Final July 2020 2 

Constitution of a Charitable Incorporated Organisation with Voting Members other than its Charity Trustees 

1. Introduction 

The name of the Charitable Incorporated Organisation (“the CIO”) is: 

Rutland Neighbourhood Watch Association (RNHWA) 

Issue Dates: Initial issue 1 July 2020 

First review……..……………………….. 

Second review…….. …………………… 

This CIO supersedes a Company Limited by Guarantee (Registration No 6878787), registered as a Charitable Organisation at the Charity Commission (Registration No 1131008). 

RNHWA is registered with National Neighbourhood Watch. The latter provides third party insurance for RNHWA. 

It should be noted that written communications includes communications by electronic or virtual means. 

2. Location of Principal Office 

The CIO operates solely within England. Its principal office is at 23 Ermine Rise, Great Casterton, Stamford, Lincs, PE9 4AJ. 

3. Purpose 

The purpose of the CIO is to promote greater public awareness and participation in the prevention and solution of crime in the county of Rutland which is served by the Leicestershire Constabulary. (Hereinafter references to the police shall mean the police within this area.) 

4. Aims 

The CIO has power to do anything which furthers its aims or is conducive or incidental to doing so. The CIO has the following aims (not an exhaustive list).: 

4.1 Primary Aims 

  1. (a) To maintain and improve the RNHWA App; 
  2. (b) To maintain and improve the RNHWA Website; 
  3. (c) To raise funds for the CIO by grant submissions, donations, personal or written appeals, public meetings and the like. 4.2 Secondary Aims 
  1. (a) To promote the existence and purpose of the CIO throughout Rutland. 
  2. (b) To provide services for and on behalf of Neighbourhood Watch Groups in the police area. 

5. Assets and Income 

The CIO may buy, take on lease or in exchange, hire or otherwise acquire assets to further its aims and may dispose of any assets which are superfluous its aims. 3 RNHWA CIO Constitution Version 1 Final July 2020 

The assets and income of the CIO are applied solely towards the achievement/promotion of its aims. 

None of the assets or income of the CIO may be paid or transferred directly or indirectly by way of any benefit or profit to any member of the CIO. 

6. Benefits and Payments to Charity Trustees and Members 

No Charity Trustee or member may be employed by or receive any remuneration from the CIO, except for that provided for in Clause 5. 

A Charity Trustee or member is entitled to be reimbursed by the CIO for reasonable expenses properly incurred by them when acting on behalf of the CIO with the express approval of the CIO, including the cost of any asset or service which they purchase on behalf of the CIO. 

7. Conflicts of Interest 

A Charity Trustee or member must declare the nature and extent of any interest, direct or indirect, which they have in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which in which they have not previously declared an interest. 

8. Liability of Charity Trustees and Members 

The Charity Trustees have no liability to contribute to the cost of any of the CIO’s activities, regardless of how they might arise. 

If the CIO is wound up, the Charity Trustees and members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities. 

9. Membership of the CIO 

9.1 Admission of new members 

  1. (a) Eligibility 

Membership of the CIO is open to any Neighbourhood Watch Group in Rutland which is interested in furthering its objective, and who, by applying for membership, has indicated their agreement to become a member and the acceptance of the duty of members set out in Clause 9.3. 

A member may be an individual representing a Neighbourhood Watch Group. 

(b) Admission procedure 

The Charity Trustees: 

  • • may require applications for membership to be made in any reasonable way that they decide; 
  • • if they approve an application for membership, notify the applicant of their decision within 21 days; 
  • • may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so. The decision of the Charity Trustees is final. 

9.2 Transfer of membership 

Membership of the CIO cannot be transferred except in the case of an individual representing a, Neighbourhood Watch Group whose membership may be transferred by the group to a new representative. RNHWA CIO Constitution Version 1 Final July 2020 4 

9.3 Duty of members 

It is the duty of each member of the CIO to exercise their powers as a member of the CIO in the way they decide in good faith and which would be the most likely to further the aims of the CIO. 

9.4 Termination of membership 

Membership of the CIO comes to an end if: 

  • • a Neighbourhood Watch Group ceases to exist; or 
  • • a Neighbourhood Watch Group sends a notice of resignation to the Charity Trustees; or 
  • • any sum of money owed by a Neighbourhood Watch Group is not paid in full within six months of its falling due; or 
  • • the Charity Trustees decide that it is in the best interests of the CIO that the Neighbourhood Watch Group should be removed from membership. 

9.5 Financial support 

The CIO may seek financial support from require members. 

10. Members Decisions 

10.1 General provisions 

Except for those decisions that must be taken in a particular way as indicated in Clause10.4, decisions of the members of the CIO may be taken either by vote at a meeting as provided in Clause10.2 or by written resolution as provided in Clause 10.3. 

10.2 Taking ordinary decisions by vote 

Subject to Clause 10.4, any decision of the members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting. 

10.3 Taking ordinary decisions by written resolution without a meeting 

Subject to Clause 10.4, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a meeting is effective, provided that a copy of the proposed resolution has been circulated to all the members eligible to vote; and 

Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated. 

Not less than 5 members of the CIO may request the Charity Trustees to make a proposal for decision by the members. 

The Charity Trustees must within 21 days of receiving such a request comply with it if: 

  • • the proposal is not frivolous or vexatious, and does not involve the publication of defamatory material; 
  • • the proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members. 

10.4 Decisions that must be taken in a particular way 

Any decision to remove a Charity Trustee is taken in accordance with Clause 14. 

Any decision to amend this constitution is taken in accordance with Clause 27 of this Constitution. 5 RNHWA CIO Constitution Version 1 Final July 2020 

  • 11.2 Calling meetings 

Any decision to wind up or dissolve the CIO must be taken in accordance with Clause 26 of this Constitution. Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs is taken in accordance with the provisions of the Charities Act 2011. 

11. Meetings of Members 

11.1 Types of meeting 

An annual general meeting (AGM) of the members of the CIO is to be held. The first AGM is held within 15 months of the registration of the CIO, and subsequent AGMs are held at intervals of ideally 12 months and not more than15 months. 

Other meetings of the members of the CIO may be held at any time. 

All meetings are held in accordance with the following provisions. 

  1. (a) The Charity Trustees: 
  2. • call the AGM of the members of the CIO in accordance with Clause 11.1 of this clause; 
  3. • may call any other meeting of the members at any time. 
  1. (b) The Charity Trustees call, within 21 days, a meeting of the members of the CIO if they receive a request to do so from at least 5 members of the CIO and the request states the nature of the business to be dealt with at the meeting, and is authenticated by the members making the request. A resolution may only properly be proposed if it is not defamatory, frivolous or vexatious. 
  1. (c) If the Charity Trustees fail to comply with this obligation to call a meeting at the request of its members, then the members who requested the meeting may themselves call a meeting. 

11.3 Notice of meetings 

  1. (a) The Charity Trustees, or, as the case may be, the relevant members of the CIO, give at least 14 clear days’ notice of any meeting to all of the members. 
  1. (b) The notice of any meeting: 
  2. • states the time and date of the meeting; 
  3. • gives the address at which the meeting is to take place; 
  4. • provides an agenda and gives particulars of any resolution which is to be moved at the meeting, and of the nature of any other business to be dealt with at the meeting; 
  5. • if a proposal to alter the constitution of the CIO is to be considered at the meeting, includes the text of the proposed alteration; and 
  6. • includes, with the notice for the AGM, the annual statement of accounts the Charity Trustees’ annual report, details of persons standing for election or re-election as Charity Trustees, or, where allowed for under Clause 19, details of where the information may be found on the CIO’s website. 
  1. (c) The proceedings of a meeting are not invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO. 

11.4 Chairing of meetings 

The person nominated as chair by the Charity Trustees under Clause 18, if present at the meeting and willing to act, presides as chair of the meeting Failing that, the members of the CIO who are present at a meeting elect a chair to preside at the meeting. RNHWA CIO Constitution Version 1 Final July 2020 6 

  1. (a) No business may be transacted at any meeting of the members of the CIO unless a quorum is present when the meeting starts, provided at least one Charity Trustee is present. 
  2. (b) Subject to the following provisions, the quorum for meetings is 6members which includes Charity Trustees. 
  3. (c) A Neighbourhood Watch Group represented by an individual present at the meeting in accordance with Clause 11.7, is counted as being present in person. 
  4. (d) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed. 
  5. (e) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair adjourns the meeting. The date, time and place at which the meeting resumes is notified to the CIO’s members at least 7 clear days before the date on which it will resume. 
  6. (f) If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the members present at the meeting constitute a quorum. 
  7. (g) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the Charity Trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting is adjourned. 

11.5 Quorum at general meetings 

11.6 Voting at meetings 

  1. (a) Any decision other than one falling within Clause 10.4 is taken by a simple majority of votes cast at the meeting. Only one vote per Neighbourhood Watch Group is permitted. 
  1. (b) A resolution put to the vote of a meeting is decided on a show of hands. 
  1. (c) In the event of an equality of votes, the chair of the meeting has a second, or casting vote. 

11.7 Representation of Neighbourhood Watch Groups 

A member of the CIO may authorise an individual to act as its representative at any meeting of the CIO. The representative is entitled to exercise the same powers on behalf of the Neighbourhood Watch Group as the group could exercise as an individual member of the CIO. 

11.8 Adjournment of meetings 

The chair may with the consent of a meeting at which a quorum is present (and if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting. 

12. Charity Trustees 

12.1 Functions and duties of Charity Trustees 

The Charity Trustees manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each Charity Trustee: 

  1. (a) to exercise their powers and to perform their functions as a Charity Trustee of the CIO in the way they decide in good faith would be most likely to further the aims of the CIO; and 

7 RNHWA CIO Constitution Version 1 Final July 2020 

  1. (b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to: 
  2. • any specialist knowledge or experience that they have or hold; and • if they as a Charity Trustee of the CIO in the course of a business or profession, to any specialist knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession. 
  3. 12.2 Eligibility for Charity Trusteeship 

Subject to matters raised by members, the Charity Trustees manage the affairs of the CIO and decide those matters which are to be referred to the members for discussions/decision. 

  • (a) Every Charity Trustee is a natural person over the age of 18 years. 
  1. (b) No one may be appointed as a Charity Trustee if they would automatically cease to hold office under the provisions of Clause 14. 
  1. (c) At least one of the Charity Trustees must be 21 years of age or over. 

12.3 Number of Charity Trustees 

  1. (a) There must be at least 3 Charity Trustees. If the number falls below this minimum, the remaining Charity Trustee(s) may act only to appoint a new Charity Trustee(s). 
  1. (b) The maximum number of Charity Trustees is 6. 

12.4 First Charity Trustees 

The first Charity Trustees of the CIO are: 

Adrian Gombault 

Ruthven Horne 

David Wheeler 

13. Appointment of Charity Trustees 

13.1 General 

  1. (a) At the first AGM of the members of the CIO the first Charity Trustees are ratified. 
  1. (b) At each subsequent AGM of the members of the CIO, all existing Charity Trustees must be reappointed by the membership. Those Charity Trustees wishing to stand for re-election do so. Some Charity Trustees may stand down. 
  1. (c) The vacancies so arising are filled by the decision of the members at AGM. 
  1. (d) The members or the Charity Trustees may at any time decide to coopt a new Charity Trustee, whether as an additional Charity Trustee or in place of a Charity Trustee who has stepped down or who has been removed in accordance with Clause 14. 

13.2 Ex Officio Charity Trustee 

The Treasurer of the CIO for the time being is automatically, by virtue of holding that office, an ex officio Charity Trustee. 

14. Stepping Down and Removal of Charity Trustees 

A Charity Trustee ceases to hold office if they: 

  1. (a) retire by notifying the CIO in writing; 

RNHWA CIO Constitution Version 1 Final July 2020 8 

  1. (b) is absent without the permission of the Charity Trustees from all their meetings held within a period of six months and the Charity Trustees resolve that their office has been vacated; 
  1. (c) dies; 
  1. (d) is removed by the members of the CIO in accordance with sub-clause (2) of this clause; or 
  1. (e) is disqualified from acting as a Charity Trustee by virtue of section 178 to180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision). 

A Charity Trustee is removed from office if a resolution to remove that Charity Trustee is proposed at a meeting of the members called for that purpose and properly convened in accordance with Clause 11, and the resolution is passed by a two-thirds majority of votes cast at the meeting. 

A resolution to remove a Charity Trustee in accordance with this clause does not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and they have been given a reasonable opportunity of making oral and/or written representations to the members. 

15. Taking of Decisions by Charity Trustees 

Any decision may be taken either: 

  1. (a) at a meeting of the Charity Trustees; or 
  1. (b) by resolution in writing agreed by a simple majority of all of the Charity Trustees. Such a resolution is effective provided that a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the Charity Trustees. 

16. Delegation by the Charity Trustees 

The Charity Trustees may delegate any of their powers or functions to a committee(s), and, if they do, they specify the terms and conditions on which the delegation is made. The Charity Trustees may at any time alter those terms and conditions, or revoke the delegation. 

This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the Charity Trustees, but is subject to the following requirements: 

  1. (a) a committee consists of two or more individuals, with at least one member being a Charity Trustee; 
  1. (b) the acts and proceedings of any committee are brought to the attention of the Charity Trustees as a whole as soon as is reasonably practicable; and 
  2. (c) the Charity Trustees from time to time review the arrangements which they have made for the delegation of their powers. 

17. Meetings and Proceedings of Charity Trustees 

17.1 Calling meetings 

  1. (a) Any Charity Trustee may call a meeting of the Charity Trustees. 
  1. (b) The Charity Trustees decide how their meetings are to be called and the notice required. 

9 RNHWA CIO Constitution Version 1 Final July 2020 

17.2 Chairing of meetings 

The Charity Trustees appoint one of their number to chair their meetings and may at any time revoke such appointment. 

17.3 Procedure at meetings 

  1. (a) No decision is taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two Charity Trustees, or such larger number as the Charity Trustees may decide from time to time. 
  1. (b) Votes arising at a meeting are decided by a simple majority of those Charity Trustees present. 

(c) In the case of an equality of votes, the chair has a second or casting vote. 

17.4 Participation in meetings by electronic means 

  1. (a) A meeting may be held by suitable electronic or virtual means agreed by the Charity Trustees in which each participant communicates with all the other participants. All the participants at the meeting are deemed to be present. 
  1. (b) Meetings held by electronic or virtual means comply with the rules for meetings, including the taking of minutes. 

18. Execution of Documents 

The CIO executes documents by signature. 

A document is valid when it is signed by at least two of the Charity Trustees. 

19. Use of Electronic Communications 

19.1 General 

The CIO complies with the requirements of the Communications Provisions in the General Regulations and in particular any requirements to provide information to the Charity Commission in a specific form or manner. 

19.2 To the CIO 

  1. (a) Any member communicates electronically with the CIO to an address specified by the CIO for the purpose. 
  2. (b) Any member of the CIO, by providing the CIO with their email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO their unwillingness to receive such communications in that form. 

19.3 By the Charity Trustees 

  1. (a) The Charity Trustees, subject to compliance with any legal requirements, by means of publication on its website: 
  2. • provide the members with the notice referred to in Clause 11; 
  3. • give Charity Trustees notice of their meetings in accordance with Clause 18; and 
  4. • submit any proposal to the members or Charity Trustees for decision in accordance with the CIO’s powers under clause 10. 
  1. (b) The Charity Trustees take reasonable steps to ensure that all members are promptly notified of the issue of any such notice or proposal. 

RNHWA CIO Constitution Version 1 Final July 2020 10 

20. Keeping of Registers 

The CIO complies with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and Charity Trustees and in accordance with the latest data protection legislation and regulation. 

The Secretary maintains a register of the assets of the CIO. 

21. Minutes 

The Charity Trustees keep minutes of all: 

(1) appointments of people; 

(2) proceedings of meetings of the CIO; 

(3) proceedings of meetings of the Charity Trustees and any committees including: 

• the names of the Charity Trustees present; 

• the decisions made; and 

• where appropriate, the reasons for the decisions. 

22. Accounting Records, Annual Reports and Returns 

The Charity Trustees comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records and to the preparation of annual reports and returns. The statements of accounts, reports and returns are sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end. 

The Charity Trustees comply with their obligation to inform the Charity Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities. 

23. Rules 

The Charity Trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye-laws must not be inconsistent with any provision of this Constitution. Copies of any such rules or bye-laws currently in force are made available to any member of the CIO on request. 

24. Disputes 

If a dispute arises between members and/or Charity Trustees of the CIO about the validity or propriety of anything done by the members under this Constitution the parties to the dispute make every effort to settle the dispute by mutual negotiation. 

25. Amendment of Constitution 

As provided by Clauses 224 to 227 of the Charities Act 2011: 

(1) This Constitution can only be amended: 

• by resolution agreed by all members of the CIO; or 

• by a resolution passed by a 75% majority of votes cast at a meeting of the members of the CIO. 

(2) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations is valid. 

11 RNHWA CIO Constitution Version 1 Final July 2020 

  1. (a) at a meeting of the members of the CIO called in accordance with Clause 11, of which not less than 14 days’ notice has been given to those eligible to attend and vote by: 
  2. • a resolution passed by a 75% majority of those members present; or 
  3. • a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the meeting; 
  4. • without a meeting, by a resolution agreed by all members of the CIO. 

(3) A copy of any resolution altering the Constitution, together with a copy of the CIO’s constitution as amended, is sent to the Charity Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities. 

26. Voluntary Winding up or Dissolution 

As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made: 

    1. (2) Provided every effort is made to settle CIO’s outstanding debts: (a) any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, contains a provision directing how any remaining assets of the CIO are to be applied. 
    2. (b) if the resolution does not contain such a provision, the Charity Trustees decide how any remaining assets of the CIO are to be applied. 
    3. (c) in either case the remaining assets are to be applied for charitable purposes in the same way as or similar to those of the CIO. 
      1. (d) the CIO observes the requirements of the Dissolution Regulations in applying to the Charity Commission for the CIO to be removed from the Register of Charities, and in particular, the Charity Trustees send with their submission to the Charity Commission: • a copy of the resolution passed by the members of the CIO; 
      2. • a declaration by the Charity Trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and 
      3. • a statement by the Charity Trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this Constitution; 

The Charity Trustees ensure that a copy of the submission is sent within seven days to every member of the CIO. 

If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations are followed. 

27. Bank Account 

The Treasurer may control the CIO’s bank account by a web-based system. 

The Treasurer may apply for a debit card on the CIO’s bank account. RNHWA CIO Constitution Version 1 Final July 2020 12 

Signed by: Adrian Gombault, Trustee ………………………………… Dated …………………. 

Ruthven Horne, Trustee …………………………………… Dated …………………. 

David Wheeler, Trustee…………………………………… Dated ………………… 13 RNHWA CIO Constitution Version 1 Final July 2020 

28. Glossary 

(1) A Neighbourhood Watch Group is a group in Rutland which is registered with the police. The group may represent a parish, part of a parish or other area. 

(2) Section 118 of the Charities Act 2011 applies for the purposes of interpreting the terms used in this Constitution. 

(3) “General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012. 

(4) “Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012. 

(5) The “Communications Provisions” means the Communications Provisions in Part 9, Chapter 4 of the General Regulations. 

(6) “Assets” means any monies, land, buildings, property, materials, equipment or promotional resources which are owned by the CIO.