Proposed New Berkshire Area Constitution

Motion to agree update to Area Constitution:
Following a review of Area constitution, changes are proposed to bring it in line with the Standing Orders and Articles of Association of the Ramblers:

The BERKSHIRE AREA of the RAMBLERS ASSOCIATION

CONSTITUTION

(adopted MM YYYY)

1. NAME AND DEFINITION
The organisation is part of the Ramblers’ Association (a registered charity number 1093577 and a company limited by guarantee registered in England & Wales number 4458492), being an Area as defined in Section 12 of the Association’s Articles of Association. The name of the organisation shall be “The Ramblers' Association, Berkshire Area”. The above bodies are hereafter referred to as “the Association” and “the Area” and “The Articles of Association of the Ramblers’ Association” is abbreviated to “AoA”.

2. OBJECTS
The objects of the Area are to carry out within the territory (see succeeding clause) the objects of the Association, taking account of any changes decided from time to time by the General Council or the Board of Trustees.

3. TERRITORY
The territory in which the Area shall function is the Unitary Authorities of Bracknell Forest, Reading, Slough, West Berkshire, Windsor & Maidenhead and Wokingham or such other territory as may from time to time be determined by the Board of Trustees in consultation with the Area and its neighbours.

4. MEMBERSHIP
Membership of the Area shall consist of:

(i) All such individual members of the Association as are allocated to the Area by the Board of Trustees in accordance with the AoA and standing orders.

(ii) Local organisations being affiliated clubs and kindred societies carrying out their activities partly or wholly in the territory specified in clause 3; such organisations to be allocated to the Area by the Board of Trustees in accordance with the Association’s Articles of Association and standing orders.

If the Area Council consider any membership should be terminated it shall so recommend to the Board of Trustees which shall give a ruling in accordance with its powers.

5. GROUPS
(i) The Area may establish a Group in any part of its territory, for the purpose of furthering the objects of the Association in such ways as the Area may from time to time decide.

(ii) A Group shall adopt a constitution which is substantially similar to the Model Constitution for Groups prepared by the Association and for this purpose shall submit a copy of its proposed constitution for the prior approval of the Area Council.

(iii) Any amendments to a Group constitution are also subject to the prior approval of the Area Council.

6. MANAGEMENT
Subject to the directions of any annual or special general meeting as to the exercise of its powers, the management and control of the Area shall be vested in an Area Council

(i) The Area Council shall consist of:

(a) at least three Honorary Officers;

(b) up to two representatives of each Group;

(c) up to four representatives of individual members;

(d) up to two representatives of each affiliated local organisation.

(ii) The total number of representatives of Groups shall be greater than the total number of representatives of individual members and representatives of affiliated local organisations combined.

(iii) The Honorary Officers of the Area shall be a Chairman, a Treasurer, a Secretary and such other Officers as the Area Council shall from time to time determine, to be elected at the Annual General Meeting.

(iv) All Area Council members including the Honorary Officers but excluding representatives of Groups shall retire at the Annual General Meeting following their election but shall be eligible for re-election.

(v) The Area Council shall decide when and where it shall meet.

(vi) Eight members including at least two Honorary Officers shall form a quorum of the Area Council.

(vii) The Area Council shall have power to co-opt up to three additional members.

(viii) The Area Council shall have power to fill vacancies which may arise among the Honorary Officers or representatives of individual members or affiliated local organisations.

(ix) The Area Council shall receive minutes and regular reports from any Sub-committee established under clause 7.

(x) The Area Council shall receive regular reports of the activities of any Group established under clause 5.

(xi) A special meeting of the Area Council shall be called by the Secretary as soon as may be on the request of the Chairman or of not less than six members of the Area Council.

7. SUB-COMMITTEES
(i) The Area Council shall have power to appoint sub-committees and may determine their powers and terms of reference.

(ii) The Area Council shall have power to co-opt up to 8 additional members to a sub-committee who may or may not be members of the Area Council.

(iii) Honorary Officers shall be entitled to attend the meetings of any sub-committee.

8. PROCEDURE AT ALL MEETINGS 
(i) Voting

(a) All questions arising at any meeting, excepting those concerning alteration to the Constitution, shall be decided by a majority of those members present and voting at such meeting.

(b) No member shall exercise more than one vote, except that in the case of an equality of votes the Chairman shall have a second or casting vote.

(ii) Minutes

The appropriate Secretary shall keep Minutes comprising a record of the proceedings of all General Meetings, Area Council and sub-committee meetings.

9. RESIGNATION OR RETIREMENT FROM AREA COUNCIL OR SUB-COMMITTEES
Any elected member of the Area Council or any member of a sub-committee shall vacate their office if:

(i) They give notice of their intention to resign and their resignation is accepted;

(ii) They fail to attend three consecutive meetings of the Area Council or sub-committee unless the failure to attend was due to some reason approved by the Area Council or sub-committee of which they are a member.

(iii) Being a member of a sub-committee, other than a co-opted member, they cease to be a member of the Area Council.

10. GENERAL MEETINGS
(i) Each individual member of the Area and one representative of each affiliated local organisation in membership of the Area (see Clause 4) shall be entitled to attend and vote at any General Meeting.

(ii) Not less than 14 days’ notice of a General Meeting shall be given to those entitled to attend.

(iii) Twenty-five members shall form a quorum for a General Meeting.

11. ANNUAL GENERAL MEETING
(i) The Area Council shall hold an Annual General Meeting of the Area, not later than five months after the end of the Association’s financial year specified in Standing Order C1 but before the last date for submission of ordinary motions to General Council as will be advised from time to time.

The Annual General Meeting shall:
(ii) Consider the Annual Report of the Area Council
(iii) Consider the Area income and expenditure accounts for the preceding Association financial year, a balance sheet showing the assets and liabilities at the end of that year, and the independent examiner's report
(iv) Elect Honorary Area Officers;
(v) Elect representatives of individual members to serve on the Area Council;
(vi) Approve representatives of affiliated local organisations to serve on the Area Council;
(vii)Appoint representatives to General Council or agree to defer to the Area Committee;
(viii) Appoint as independent examiner(s) qualified or other competent person(s); 
(ix) Discuss and consider motions, notice of which shall have been given in writing to the Secretary at least 14 days prior to the meeting.  The Chairman shall have discretion to accept motions with less notice.
(x) Make recommendations to the Area Council, or any Group of the Area, or consider motions for submission to the next Annual Meeting of the General Council of the Association (if so desired); ~
(xi) Vote on any proposals to amend this constitution in accordance with clause 15 thereof. 


12. SPECIAL GENERAL MEETING
(i) The Chairman or the Secretary of the Area Council may at any time call a Special General Meeting of the Area.

(ii) The Secretary will call a Special General Meeting upon receipt of a written request to do so signed by not less than 20 members of the Area and giving reasons for the request.

(iii) A Special General Meeting will take place within 21 days of receiving a request.

(iv) The notice of a Special general Meeting shall contain notice of the matters to be discussed and the terms of any motion which it is intended to move.

(v) The only motions to be considered at a Special General Meeting will be those specified in the notice of the meeting, amendments to those motions and procedural motions.

13. FINANCE
(i) All monies raised by and on behalf of the Area including funding received from the Association under the provisions of the Association’s standing orders shall be applied in furtherance of the objects of the Association.

(ii) The Honorary Treasurer shall keep proper financial records and shall report regularly to the Area Council. They shall be responsible for the preparation of the annual budget for the Area and its submission to the Board of Trustees for approval. They shall also be responsible for the preparation annually of Area income and expenditure accounts for the preceding Association financial year and a balance sheet showing the assets and liabilities at the end of that year, and for their submission to the Area's independent examiner.

(iii) All accounts in the name of the Area shall be opened at such Bank as the Board of Trustees shall approve. All monies received shall be paid into the Bank and all payments, other than petty cash payments, shall be made by cheque or appropriate form of electronic transmission subject to appropriate controls. Cheques shall be signed by the Honorary Treasurer and/or other officers as decided by the Area Council. To enable petty cash expenses to be paid, an advance shall be made to the Honorary Treasurer when necessary.

(iv) The report of the independent examiner(s) shall be addressed to the members of the Area and to the Board of Trustees.

14. DISSOLUTION
(i) If the Area Council at any time resolves that it is impossible or undesirable to continue as an Area, it shall notify the Board of Trustees and convene a Special General Meeting of the Area. If this meeting resolves that the Area be dissolved, the Board of Trustees shall be informed forthwith and be asked to take such steps as may be necessary to continue the activities of the Association in the territory previously covered by the Area.

(ii) If, in the event of the dissolution of the Area, there remains after the satisfaction of its debts and liabilities any property whatsoever, the same shall be transferred to the General Council of the Association.

15. ALTERATIONS TO THE CONSTITUTION
(i) Insofar as any alteration or amendment is not inconsistent with the Association’s Memorandum and Articles of Association and standing orders, this Constitution may be amended, subject to prior approval by the Board of Trustees, at any General Meeting, in accordance with the approval of a two-thirds majority of members present and voting.

(ii) Any proposal for such alteration must be delivered in writing to the Secretary of the Area not less than twenty-eight days before the meeting of the Area at which it is to be discussed and not less than fourteen days' notice of this meeting, giving the terms of the proposed alteration shall be given to the members of the Area.

16. NOTICE
The accidental omission to give notice of a meeting or the non-receipt of a notice of meeting by any member shall not invalidate any proceedings or resolutions at any General Meeting of the Area, at the Area Council or at any sub-committee.