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Christian Motorcyclists Association UK

Constitution

The constitution of the CMA is used in conjunction with our rules. As amended by the 2008 AGM. You can download the constitution from here: Constitution.doc.

Contents

1. Name
2. Administration
3. Objects
4. Powers
5. Membership
6. Honorary Officers
7. Executive Committee
8. Determination of Membership of Executive Committee
9. Executive Committee Members not to be personally interested
10. Meetings and proceedings of the Executive Committee
11. Receipts and expenditure
12. Property
13. Accounts
14. Annual Report
15. Annual Return
16. Annual General Meeting
17. Special General Meetings
18. Procedure at General Meetings
19. Notices
20. Alterations to the Constitution
21. Dissolution
22. Arrangements until first Annual General Meeting

Date: 1^st March 2000

A. Name

The name of the Association is Christian Motorcyclists Association UK ("the Charity")

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B. Administration

Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause G of this constitution ("the Executive Committee").

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C. Objects

The Charity's objects ("the objects") are

1. To propagate the Christian Gospel; and
2. To provide for motorcyclists and others teaching in the Christian Faith as revealed by the Bible

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D. Powers

In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

1. 1.power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
2. power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
3. 1.power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
4. 1.power (subject to any consents required by law) to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
5. 1.power to appoint an Administrator (who shall be responsible to the Executive Committee for the day to day management and administration of the Charity) and to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
6. power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
7. power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
8. power to appoint and constitute such advisory committees as the Executive Committee may think fit;
9. power to do all such other lawful things as are necessary for the achievement of the object.

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E. Membership

1. Membership of the Charity shall be open to:
   1. Members - individuals over the age of 18 years who are interested in furthering the work of the Charity and who take an active part at local level and/or national level, feel the Charity is an important part of God's calling in their lives, and take on responsibility for its work. They will have paid an annual subscription laid down from time to time by the Executive Committee. Members have full voting rights at all meetings of the Charity
   2. Member organisations - any body corporate or unincorporated association which is interested in furthering the Charity's work and has paid an annual subscription laid down from time to time by the Executive Committee.
   3. Affiliates - individuals over the age of 18 years who are interested in furthering the work of the Charity but do not meet the conditions describing a Member. They will have paid an annual subscription laid down from time to time by the Executive Committee.
   4. Youth Members - individuals (under the age of 18) who are interested in furthering the work of the Charity and have paid an annual subscription laid down from time to time by the Executive Committee. These have no voting rights within the Charity.
2. Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity; and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.
3. Each member organisation shall notify the name of the representative or alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.
4. The Executive Committee may unanimously and for good reason terminate the membership of any individual or member organisation: provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

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F. Honorary Officers (clause deleted at 2007 AGM)

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G. Executive Committee

1. The Executive Committee shall consist of not less than 5 members nor more than 8 members elected at the annual general meeting who shall hold office from the conclusion of that meeting.
2. The Executive Committee may in addition appoint co-opted members PROVIDED that co-opted members shall not be entitled to vote at meetings of the Executive Committee. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause J and shall take effect from the end of that meeting unless the appointment shall run from the date when the post becomes vacant.
3. One third (or as near as may be) of the members of the Executive Committee shall retire from office together at the end of the third annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
4. The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
5. Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
6. No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until he or she has signed the declaration of commitment set out in the schedule hereto.

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H. Determination of Membership of Executive Committee

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

1. is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision);
2. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
3. is absent without permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
4. notifies to the Executive committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

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I. Executive Committee Members not to be personally interested

1. Subject to the provisions of sub-clause (2) of this clause no member of the Executive Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by Executive Committee.
2. Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Charity: Provided that at no time shall a majority of the members Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration or that of his or her firm, is under discussion.

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J. Meetings and proceedings of the Executive Committee

1. The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the president or by any two members of the Executive Committee upon not less than 4 days notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days' notice must be given.
2. The president shall act as chairman at meetings of the Executive Committee. If the president is absent from any meeting the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
3. There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
4. Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question.
5. The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
6. The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may he made which is inconsistent with this constitution.
7. The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

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K. Receipts and expenditure

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

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L. Property

1. Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:
   1. all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
   2. all investments held by or on behalf of the charity;
   to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
2. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Executive Committee may permit any investment held by or in trust for the Charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

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M. Accounts

The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:

1. the keeping of accounting records for the Charity;
2. the preparation of annual statement of account for the charity;
3. the auditing or independent examination of the statement of account of the Charity; and
4. the transmission of the statement of account of the Charity to the Commissioners.

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N. Annual Report

The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.

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O. Annual Return

The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

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P. Annual General Meeting

1. There shall be an annual general meeting of the Charity which shall be held in the month of April in each year or as soon as practicable thereafter.
2. Every annual general meeting of the Charity shall be called by the Executive Committee. The secretary shall give at least 3 calendar months notice of the annual general meeting to all branch secretaries of the Charity, requesting proposals for the meeting and identifying posts that will be available for election onto the Executive Committee.
3. Proposals for the meeting and nominations for posts will be returned to the secretary two calendar months before the meeting. Only items for "Any Other Business" will be accepted after this and these may not change the Constitution or Rules, and cannot nominate officers. Items for "Any Other Business" will not be accepted after the start of the meeting.
4. The Agenda for the meeting shall be sent to the President, Executive Committee and each branch secretary at least 1 calendar month before the meeting, and published on the members’ section of the Charity’s Website.
5. Before any other business is transacted at an annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall not move or second any motion, or take sides in discussion, and shall have a casting vote only. Any motion notified to a general meeting may be amended at that meeting and no vote may be taken on the notified motion until the meeting has first voted on any amendment which may be proposed and seconded at that meeting. No vote on an amendment will be required if the proposer and seconder of the original motion accept that amendment.
6. The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
7. Nominations for election to the Executive Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Executive Committee at least 2 calendar months before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

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Q. Special General Meetings

The Executive Committee may call a special general meeting of the Charity 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 35 days' notice must be given. The notice must state the business to be discussed and be sent to the President, Executive Committee and branch secretaries. It must also be published on the members’ section of the Charity’s Website.

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R. Procedure at General Meetings

1. The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.
2. There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present at any general meeting.

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S. Notices

Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such 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.

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T. Alterations to the Constitution

1. Subject to the following provisions of this clause 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.
2. No amendment may be made to clause A (the name of charity). Clause C (the objects), clause I (Executive Committee members not to be personally interested), clause U (dissolution) or this clause without the prior consent in writing of the Commissioners.

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U. Dissolution

If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, 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 Executive Committee shall have power to realise any assets held by or on behalf of the Charity. 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 the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.

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V. Arrangements until first Annual General Meeting

Until the first annual general meeting takes place this constitution shall take effect as if references to the Executive Committee were references to the persons whose signature appear beneath.

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This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

Signed

• Alan Lowther
• Alex Roggerro
• Howard Robinson
• Paul Mitchell
• Rob Urand
• Mike Brooksbank

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SCHEDULE

DECLARATION OF COMMITMENT

I have accepted Jesus Christ as my Lord and saviour and offer myself in the service of Jesus Christ through the ministry of the Christian Motorcyclists Association UK and commit my time and ability to fulfil my responsibility and ministry as a member/officer of the Association.

I am not a member of or associated with any secret society.^*

^* N.B. on first election or appointment