THE RAMBLERS' ASSOCIATION
PONTYPOOL AND DISTRICT GROUP
As at 30 April 2019
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 a Local Group as defined in Clause 6.1 of the Association’s Articles of Association. The name of the organisation shall be “The Ramblers’ Association Pontypool and District Group", and it shall be within the Association’s Greater Gwent Area. The above bodies are hereafter referred to as “the Association”, “the Group”, and “the Area”.
The objects of the Group are to further within its territory (see succeeding clause) the objects of the Association in such ways as the Area governing body may from time to time decide and subject to the overriding control of the Board of Trustees.
The Group shall function in Torfaen, Monmouthshire and surrounding area or such other territory as may be agreed with the governing body of the Area from time to time.
Membership of the Group shall consist of all such individual members of the Area as are allocated to the group by the Board of Trustees in accordance with the RA’s Memorandum and Articles of Association and standing orders.
5. RELATIONS WITH THE AREA AND THE ASSOCIATION
The Group shall act in agreement with the Area Council and the Board of Trustees of the Association, as laid down in Clause 6 of the RA’s Articles of Association.
6. MANAGEMENT: (i) Subject to the direction of any Group Annual or Special General meeting as to the exercise of its powers, the management and control of the Group shall be vested in a Committee which shall consist of the Honorary Officers (see succeeding clause), a Membership Secretary, a Social Secretary, a Walks Officer, a Website Officer, a Footpath Officer covering Torfaen, a Footpath Officer covering North Monmouthshire and the BBNP in Monmouthshire and three other members. All members shall retire annually, but shall be eligible for re-election.
(ii) The Committee shall decide when and where it shall meet and shall meet a minimum of four times a year.
(iii) Seven members shall form a quorum.
(iv) The Committee shall have power to co-opt up to two additional members.
(v) The Committee shall have power to fill casual vacancies.
(vi) The Committee shall receive regular reports from any sub-committee established under Clause 8.
(vii) The Committee shall report regularly to the Area Council.
(viii) A special meeting of the Committee shall be called by the Secretary as soon as may be on the request of the Chairman or of not less than seven members of the Committee.
(i) The Honorary Officers of the Group shall be a Chairperson, a Vice Chairperson, a Treasurer, and a Secretary and such other officers as the Group in General Meeting may determine, to be elected at the Annual Meeting.
(ii) They shall retire at the Annual Meeting following their election, but shall be eligible for re-election.
(iii) The Committee shall have power to fill vacancies.
The Committee shall have power to appoint sub-committees and to determine their powers and terms of reference.
9. RESIGNATION OR RETIREMENT
Any member of a Committee shall vacate his/her office if:
(i) he/she gives notice of his intention to resign and his/her resignation is accepted.
(ii) he/she fails to attend three consecutive meetings of the Committee as may be convened unless
the failure to attend was due to some reason approved by the Committee.
10. ANNUAL GENERAL MEETING
In the first quarter of each financial year the Committee shall convene an Annual General Meeting of the Group, of which not less than fourteen days' notice shall be given in writing via the Group's Programme of Walks and Events for the months September to December, to each member of the Group, and which all members of the Group shall be entitled to attend, to:
(i) Consider the Annual Report of the Committee.
(ii) Consider the Group 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 examiners report.
(iii) Appoint the Honorary Officers.
(iv) Elect the Committee.
(v) Appoint representatives to the governing body of the Area.
(vi) Discuss and consider motions, notice of which shall have been given in writing to the
(vii) Vote on any proposals to amend this constitution in accordance with clause 14 hereof.
11. SPECIAL GENERAL MEETING OF THE GROUP
The Chairman or the Secretary may at any time, and shall within 21 days of receiving a request to do so, signed by not less than one twentieth of the members of the Group with a minimum of ten members, and giving reasons for the request, call a Special General Meeting, of which fourteen days' notice shall be given. The notice of the meeting shall contain notice of the matters to be discussed and the terms of any motions which it is intended to move.
(i) All monies raised by and on behalf of the Group including any funding received from the Area 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 Committee. If required by the Area, he/she shall be responsible for the preparation of the annual budget for the Group and its submission to the Area Treasurer for approval. He/she shall also be responsible for the preparation annually of Group 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 for their submission to the Group's independent examiner.
(iii) The Honorary Treasurer shall appoint an independent examiner to examine the current year accounts and shall seek approval of this appointment from the Committee at the meeting prior to the AGM.
(iv) All accounts in the name of the Group shall be opened at such Bank as the Board of Trustees may 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 Group Committee. To enable petty cash expenses to be paid, an advance shall be made to the Honorary Treasurer when necessary.
(v) The independent examiner(s) report shall be addressed to the members of the Group and to the Area Treasurer.
If, in the event of the dissolution of the Group, confirmed by a majority of those present and voting at a General Meeting of the Group, there remains after the satisfaction of its debts and liabilities any property whatever, it shall be transferred to the Area.
14. ALTERATIONS TO THE CONSTITUTION
(i) Insofar as any alteration or amendment is not inconsistent with the RA’s Memorandum and Articles of Association and standing orders, this Constitution may be amended, subject to prior approval by the Area governing body, 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 Group not less than twenty-eight days before the meeting of the Group 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 Group.
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 meeting of the Group or any committee.
16. ACCESS TO THE CONSTITUTION FOR GROUP MEMBERS
An up to date copy of the Group's Constitution should be available to all members at all times. It will be published on the website and made available by the Secretary in hard copy to all members who request a copy.