This is the constitution, as to be adopted
AberFest Committee CONSTITUTION
Adopted on the................. day of...................... 2009
A1- Name The name of the organisation is AberFest hereafter referred to as "the Organisation". The Organisation has existed, without a formal constitution since 2001 when it was formerly known as Ronnie Fest, formally adopting its current name following a democratic vote at Easter 2004.
A2- Background The Organisation recognises the ancient, historical, linguistic and cultural links between the Celtic counties of Cornwall and Brittany.
The Organisation recognises the links between the Organisation and the Breizh - Kernow festival in Brandivy and Bignan, Brittany and the "family exchange" which has alternated between the two organisations at Easter since Easter 2002.
The Organisation recognised that the Breizh - Kernow festival has organised such exchange visits with families from Cornwall staying with families in Brittany, since Easter 1987.
The Organisation recognises the role played by the late Ron Williams in fostering links between families in Cornwall and Brittany and how his memory has been the inspiration for the formation of this Organisation.
B- Administration. Subject to the matters set out below the Organisation 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").
C- Objects. 1) To maintain and develop the friendships and good relations between existing and future families and individuals living in, or from Cornwall and Brittany.
2) To provide opportunities for families and individuals from Cornwall and Brittany to meet and to share in a cultural exchange.
3) To offer the general public, families and individuals opportunities to experience and learn about traditional and, where appropriate contemporary, aspects of life and culture in Cornwall and Brittany. This may include such traditional cultural activities as Dance, Music, Singing, Language, Sport and Cooking.
4) To facilitate and organise events, exhibitions and other enterprises which support or develop such activities.
D- Scope. In furtherance of the objects but not otherwise the Executive Committee may carry out the following activities:
(i) raising funds so long as the Executive Committee does not undertake any substantial permanent trading activity and conforms to any relevant requirements of the law;
(ii) appointing advisory sub committees or working groups that the Executive Committee might think fit;
(iii) other activities which are lawful and necessary for the achievement of the objects.
E- Membership. (1) Membership of the Organisation shall be open to
(i) all residents of Cornwall or Brittany and individuals from Cornwall or Brittany.
(ii) any other individual interested in involvement with the activities of, or furthering the Aims of, the Organisation.
(iii) any individual, corporate or unincorporated organisation or association which is interested in involvement with the activities of the Organisation, or interested in furthering the Aims of the Organisation.( any such body being called in the constitution a "member organisation")
(2) Every member over the age of 18 years shall have one vote.
(3) Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Organisation: and may appoint an alternate to replace its appointed representative at any meeting of the Organisation if the appointed representative is unable to attend.
(4) Each member organisation shall notify the name of the representative appointed by it and of any 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 a representative of the member organisation.
(5) The Executive Committee may by unanimous vote 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.
F- Honorary Officers At the annual general meeting of the Organisation the members shall elect from amongst themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.
G- Executive Committee (1) The Executive Committee shall consist of not less than 3 members nor more than 12 members being:
(a) the honorary officers specified in the preceding clause;
(b) not less than 1 and not more than 9 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 not more than 6 Co‑opted members but so that no one may be appointed a co‑opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co‑opted member shall be made at a special meeting of the Executive Committee called under clause P and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
(3) All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after that 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.
(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 after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act on behalf of the Organisation.
H- Determination of Membership of Executive Committee (1) A member of the Executive Committee shall cease to hold office if he or she:
(a) is absent without the permission of the Executive Committee from all their meetings held within a period of twelve months and the Executive Committee resolve that his or her office be vacated; or
(b) 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).
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 Organisation (otherwise than as a trustee for the Organisation) 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 Organisation: Provided that at no time shall a majority of the members of the 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].
J- Meetings and proceedings of the Executive Committee.
(1) The Executive Committee shall hold at least one ordinary meeting each year.
A special meeting may be called at any time by the chairman 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 chairman shall act as chairman at meetings of the Executive Committee. If the chairman 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 but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
(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 be 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.
K- Receipts and expenditure.
(1) The funds of the Organisation, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Organisation 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 Organisation shall be applied only in furthering the Objects.
L- Property.
(1) Subject to the provisions of sub‑clause (2) of this clause, the Executive Committee shall cause the title to:
(a) all land held by or in trust for the Organisation; and
(b) all investments held by or on behalf of the Organisation; 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 maybe 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 Organisation, the Executive Committee may permit any investments held by or in trust for the Organisation 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 any such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
M- Accounts
The Executive Committee shall be responsible for:
(1) the keeping of accounting records for the Organisation;
(2) the preparation of annual statements of account for the Organisation;
(3) the auditing or independent examination of the statements of account of the Organisation.
N- Annual Report
The Executive Committee shall prepare an annual report on the activities of the Organisation.
O- Annual General Meeting
(1) There shall be an Annual General Meeting of the Organisation which shall be held in the spring of each year or as soon as practicable thereafter.
(2) Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days' notice of the annual general meeting to all the members of the Organisation. All the members of the Organisation shall be entitled to attend and vote at the meeting. Each member of the Organisation in attendance is eligible to vote so long as they are aged 18 or over.
(3) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of the subsequent annual general meeting, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
(4) The Executive Committee shall present to each annual general meeting the report and accounts of the Organisation for the preceding year.
(5) Nominations for election to the Executive Committee may be made by members of the Organisation in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.
P- Special General Meetings.
The Executive Committee may call a Special General Meeting of the Organisation at any time. If at least 12 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.
Q- Procedure at General Meetings.
(2) There shall be a quorum when at least one tenth of the number of members of the Organisation for the time being or ten members of the Organisation, whichever is the greater, are present at any general meetings.
R- Notices.
Any notice required to be served on any member of the Organisation 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.
S- Alterations to the Constitution and Organisation Rules.
Subject to the following provisions of this clause the Constitution and Organisation Rules 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.
T- Dissolution.
If the Executive Committee decides that it is necessary or advisable to dissolve the Organisation it shall call a meeting of all members of the Organisation, 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 Organisation so long as the aforesaid mentioned assets belong wholly and solely to the Organisation. Should any other organisation or individual make a claim on any asset or part share of any asset (all of which must be substantiated) then the asset or part thereof or equivalent current value thereof shall be given to the claimant. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such charitable institution or institutions as the members of the Organisation may determine or failing that shall be applied for some other charitable purpose.
U- 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 Executive Committee were references to the persons whose signatures appear at the bottom of this document.
This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.
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