Draft Constitution for "Design Our Space"

1. Name

The association shall be known as Design Our Space (hereinafter called "DOS").

2. Administration

Subject to the matters set out below, DOS shall be administered and managed in accordance with this constitution by the members of the committee constituted by Clause 7 of this constitution ("the Committee").

3. Objects

The objects of DOS ("the objects") are:

    1. to produce a plan for the development of the Southern Area of Totnes that benefits the community of Totnes and its neighbourhood
    2. to promote and organise participation and co-operation in the achievement of that purpose and to that end to bring together representatives of voluntary organisations, statutory authorities and the wider community at large

4. Powers

In the furtherance of the above purposes, but not otherwise, DOS shall have power to:

    1. raise funds and invite and receive contributions provided that in raising funds the Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
    2. buy, take on lease or exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
    3. subject to any consents required by law sell, lease or dispose of all or any part of the property of DOS;
    4. subject to any consents required by law borrow money and charge all or any part of the property of the DOS with repayment of the money so borrowed;
    5. employ such staff (who shall not be members of the Committee) as are necessary for the proper pursuit of the objects;
    6. co-operate with other charities, voluntary bodies, statutory authorities and organisations operating in furtherance of the objects or of similar purposes and exchange information and advice with them;
    7. support any charitable trusts, associations or institutions formed for all or any of the objects;
    8. appoint and constitute such advisory Committees as the Committee think fit;
    9. set up a company or companies or other legal entity required to achieve the objects of Design Our Space;
    10. do all such other lawful things as are necessary for the achievement of the objects.

5. Membership of DOS

The members of DOS shall be individuals who are committed to the furtherance of the objects of DOS and who have indicated their wish to join at a DOS meeting or at the DOS Project Office.
    1. Every member of DOS shall have one vote.
    2. DOS may invite any person to attend its meetings as an observer but without power to vote.
    3. The Committee shall have the right for good and sufficient reason to terminate the membership of any person provided that the person shall have the right to be heard by the Committee before a final decision is made.
    4. The first members of DOS shall be those indicated in the Schedule, whose signatures appear at the bottom of this document.

6. Honorary Officers

    1. At the Annual General Meeting of DOS the members shall elect from amongst themselves a Chairman, a Secretary and a Treasurer.
    2. The Honorary Officers shall hold office until the end of the Annual General Meeting of DOS next after their election but shall be eligible for re-election.
    3. The Committee may fill any casual vacancy occurring in the offices of Honorary Officers but all such appointments shall be subject to confirmation by DOS at its next meeting.

7. Committee

    1. Subject to any conditions imposed from time to time by DOS and as hereinafter mentioned, the policy and general management of the affairs of DOS shall be directed by a Committee whose membership shall comprise the Honorary Officers and at least one but no more than two other persons.
    2. In addition the Committee shall have power to co-opt persons whether or not being members of DOS to serve on the Committee and subject as hereinafter provided for such period as the Committee shall determine provided that the number of such co-opted members shall not exceed one-half of the total number of elected members serving on the Committee any one time.
    3. Election (as opposed to co-option) to the Committee shall be for one year.
    4. The Committee shall meet not less than twice a year.
    5. Every member of the Committee shall have one vote

8. Determination of Membership of the Committee

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

    1. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
    2. notifies to the Committee a wish to resign (but only if at least three members of the Committee will remain in office when the notice of resignation is to take effect)

9. Committee Members not to be personally interested

No member of the Committee shall acquire any interest in property belonging to DOS or receive remuneration or be interested (otherwise than as a member of the Committee) in any contract entered into by the Committee.

10. Meetings and proceedings of the Committee

    1. The Committee shall hold at least three ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Committee upon not less than four days' notice being given to the other members of the Committee of the matters to be discussed.
    2. The Chairman shall act as Chair at meetings of the Committee. If the Chairman is absent from any meeting, the members of the Committee present shall choose one of their number to be Chair of the meeting before any other business is transacted.
    3. There shall be a quorum when at least three members of the Committee are present at a meeting.
    4. Every matter shall be determined by a majority of votes of the members of the 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 Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Committee and any sub-committee.
    6. The Committee may from time to time make and alter rules for the
    7. conduct of its business, the summoning and conduct of its meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
    8. The Committee may appoint a Finance Committee and such other Standing Committees as may be deemed necessary and may determine their terms of reference, powers, duration and membership provided that all acts and proceedings of any such Standing Committees shall be fully and promptly reported to the Committee.

11. Annual General Meeting

    1. There shall be an Annual General Meeting of DOS which shall be held in the month of April in each year or as soon as practicable thereafter.
    2. Every Annual General Meeting shall be called by the Committee. The Secretary shall give at least 21 days' notice of the Annual General Meeting to all members of DOS. All the members of DOS shall be entitled to attend and vote at the meeting.
    3. Before any other business is transacted at the first Annual General Meeting the persons present shall elect a Chair of the meeting, who shall be the Chairman of DOS. The meeting will also elect other Honorary Officers. The Chairman 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. The first business at every subsequent Annual General Meeting shall be the elections of the Chairman for the rest of that meeting and DOS for the ensuing year.
    4. The Committee shall present for consideration and approval to each Annual General Meeting the annual report and audited or examined accounts of DOS for the preceding year.
    5. Nominations for election to the Committee must be made by members of DOS in writing and must be in the hands of the Secretary of the Committee at least 14 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.

12. Special General Meetings

The Committee may call a Special General Meeting of DOS 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.

13. Receipts and expenditure

    1. The funds of DOS, including all donations, contributions and bequests, shall be paid into an account operated by the Committee in the name of DOS at such bank as the Committee shall from time to time decide. All cheques and other negotiable instruments drawn on the account must be signed by at least two members of the Committee.
    2. The funds belonging to DOS shall be applied only in furthering the objects.

14. Accounts

The Committee shall comply with their legal obligations with regard to:

    1. the keeping of accounting records for DOS;
    2. the preparation of annual statements of account for DOS;
    3. the auditing or independent examination of the statements of account of DOS; and

15. Dissolution

If the Committee decides that it is necessary or advisable to dissolve DOS it shall call a meeting of all members of DOS, 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 present and voting the Committee shall have power to realise any assets held by or on behalf of DOS. 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 DOS as the members of DOS may determine or failing that shall be applied for some other charitable purpose.

16. Alterations to the Constitution

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

17. Notices

Any notice required to be served on any member of DOS shall be in writing and shall be served by the Secretary of the 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 letter so sent shall be deemed to have been received within 10 days of posting.

18. Arrangements until first Annual General Meeting

Until the first Annual General Meeting takes place this constitution shall take effect as if references in it to the Committee were references to the persons whose signatures appear at the bottom of this document.

19. Interpretation

The Interpretation Act 1978 applies for the interpretation of this Constitution as it applies for the interpretation of an Act of Parliament.

Adopted on the ………………. day of …………………….. 2004.

This constitution was adopted on the date mentioned above by the persons whose signatures appear below.

Signed:

1. ____________________________________________________

2. ____________________________________________________

3. ____________________________________________________