BENGALI CULTURAL SOCIETY, READING

Constitution for Charitable Incorporated Organisations

(‘Association’ Model Constitution)

Date of constitution (last amended): 17 November 2014

1. Name

The name of the Charitable Incorporated Organisation (“the CIO”) is Bengali Cultural Society, Reading

2. National location of principal office

The principal office of the CIO is in England

3. Objects

The objects of the CIO are, for the benefit of the public in Reading and the surrounding areas:

(a) To advance the education of the public in Bengali and Indian culture, language and heritage, including the music, art, literature, traditions and history of Bengal and India in such ways as the trustees may determine;

(b) To provide or assist in the provision of facilities in the interests of social welfare for recreation or other leisure time occupation of individuals who have need of such facilities by reason of their youth, age infirmity or disability, financial hardship or social circumstances with the object of improving their conditions of life; and

(c) Such charitable purposes for the public benefit as are exclusively charitable according to the laws of England and Wales as the trustees may from time to time determine.

Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and section 2 of the Charities Act (Northern Ireland) 2008.

4. Powers

The CIO has the power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO’s powers include power to:

(a) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land

(b) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use

(c) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011

(d) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;

(e) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000

5. Application of income and property

(a) The income and property of the CIO must be applied solely towards the promotion of the objects.

i. A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO.

ii. A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

(b) None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee receiving:

i. a benefit from the CIO as a beneficiary of the CIO;

ii. reasonable and proper remuneration for any goods or services supplied to the CIO.

(c) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.

6. Benefits and payments to charity trustees and connected persons

(a) General provisions

No charity trustee or connected person may:

i. buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;

ii. sell goods, services, or any interest in land to the CIO;

iii. be employed by, or receive any remuneration from, the CIO;

iv. receive any other financial benefit from the CIO;

unless the payment or benefit is permitted by sub-clause (ii) of this clause, or authorised by the court or the Charity Commission (“the Commission”). In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

(b) Scope and powers permitting trustees’ or connected persons’ benefits

i. A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that it is available generally to the beneficiaries of the CIO

ii. A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.

iii. Subject to sub-clause (c) of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.

iv. A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not be 4% more than the Bank of England bank rate (also known as the base rate).

v. A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

vi. A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.

(c) Payment for supply of goods only – controls

The CIO and its charity trustees may only rely upon the authority provided by sub-clause (b-iii) of this clause if each of the following conditions is satisfied:

i. The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).

ii. The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

iii. The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.

iv. The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO.

v. The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.

vi. The reason for their decision is recorded by the charity trustees in the minute book.

vii. A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.

(d) In sub-clauses (b) and (c) of this clause:

i. “the CIO” includes any company in which the CIO:

(1) holds more than 50% of the shares; or

(2) controls more than 50% of the voting rights attached to the shares; or

(3) has the right to appoint one or more directors to the board of the company;

ii. “connected person” includes any person within the definition set out in clause 30 (Interpretation);

7. Conflicts of interest and conflicts of loyalty

A charity trustee must:

(a) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared;

(b) absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).

Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

8. Liability of members to contribute to the assets of the CIO if it is wound up

If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

9. Membership of the CIO

(a) Admission of new members

i. Eligibility

Membership of the CIO is open to anyone who is interested in furthering its purposes, and who, by applying for membership, has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub-clause (c) of this clause.

A member may be an individual, a corporate body, or an individual or corporate body representing an organisation which is not incorporated

ii. Admission procedure

The charity trustees:

(1) may require applications for membership to be made in any reasonable way that they decide

(2) shall, if they approve an application for membership, notify the applicant of their decision within 21 days;

(3) may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;

(4) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and

(5) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

(b) Transfer of membership

Membership of the CIO cannot be transferred to anyone else except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until the CIO has received written notification of the transfer.

(c) Duty of members

It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO.

(d) Termination of membership

i. Membership of the CIO comes to an end if :

(1) the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or

(2) the member sends a notice of resignation to the charity trustees; or

(3) any sum of money owed by the member to the CIO is not paid in full within six months of its falling due; or

(4) the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect.

ii. Before the charity trustees take any decision to remove someone from membership of the CIO they must :

(1) inform the member of the reasons why it is proposed to remove him, her or it from membership;

(2) give the member at least 21 clear days notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership;

(3) at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;

(4) consider at that meeting any representations which the member makes as to why the member should not be removed; and

(5) allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.

(e) Membership fees

The CIO may require members to pay reasonable membership fees to the CIO. Upon payment of fees, members are entitled to all privileges of membership, as determined and publicised by the charity trustees.

In addition, an honorary member, who may not be charged a membership fee, will be entitled to one vote in the CIO general meetings.

(f) Informal or associate (non-voting) membership

i. The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of members.

ii. Other references in this constitution to “members” and ‘’membership’’ do not apply to non-voting members, and non-voting members do not qualify as members for any purposes under the Charities Acts, General Regulations or Dissolution Regulations

10. Members’ decisions

(a) General provisions

Except for those decisions that must be taken in a particular way as indicated in sub-clause (d) of this clause, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in sub-clause (b) of this clause or by written resolution as provided in sub-clause (c) of this clause.

(b) Taking ordinary decisions by vote

Subject to sub-clause (d) of this clause, any decision of the members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.

(c) Taking ordinary decisions by written resolution without a general meeting

i. Subject to sub-clause (d) of this clause, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:

(1) a copy of the proposed resolution has been sent to all the members eligible to vote; and

(2) a simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or in such other manner as the CIO has specified.

ii. The resolution in writing may comprise several copies to which one or more members has signified their agreement.

iii. Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated in accordance with paragraph (a) above.

iv. Not less than 10% of the members of the CIO may request the charity trustees to make proposal for decision by members

v. The charity trustees must within 21 days of receiving such a request comply with it if :

(1) The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;

(2) The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and

(3) Effect can lawfully be given to the proposal if it is so agreed.

vi. Sub-clauses (i) to (iii) of this clause apply to a proposal made at the request of members.

(d) Decisions that must be taken in a particular way

i. Any decision to remove a trustee must be taken in accordance with clause 15(b).

ii. Any decision to amend this constitution must be taken in accordance with clause 28 of this constitution (Amendment of Constitution).

iii. Any decision to wind up or dissolve the CIO must be taken in accordance with clause 29 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.

11. General meetings of members

(a) Types of general meeting

There must be an annual general meeting (AGM) of the members of the CIO.

The first AGM must be held within 18 months of the registration of the CIO, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause 13.

Other general meetings of the members of the CIO may be held at any time.

All general meetings must be held in accordance with the following provisions.

(b) Calling general meetings

i. The charity trustees:

(1) must call the annual general meeting of the members of the CIO in accordance with sub-clause (a) of this clause, and identify it as such in the notice of the meeting; and

(2) may call any other general meeting of the members at any time.

ii. The charity trustees must, within 21 days, call a general meeting of the members of the CIO if:

(1) they receive a request to do so from at least 10% of the members of the CIO; and

(2) the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.

iii. If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (ii-1) of this clause shall have effect as if 5% were substituted for 10%.

iv. Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.

v. A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.

vi. Any general meeting called by the charity trustees at the request of the members of the CIO must be held within 28 days from the date on which it is called.

vii. If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

viii. A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.

ix. The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

(c) Notice of general meetings

i. The charity trustees or, as the case may be, the relevant members of the CIO, must give at least 14 clear days notice of any general meeting to all of the members, and to any charity trustee of the CIO who is not a member.

ii. If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (c-i) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.

iii. The notice of any general meeting must:

(1) state the time and date of the meeting:

(2) give the address at which the meeting is to take place;

(3) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and

(4) if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;

(5) include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or re-election as trustee, or where allowed under clause 22 (Use of electronic communication), details of where the information may be found on the CIO’s website.

iv. Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

v. The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO

(d) Chairing of general meetings

The person nominated as chair by the charity trustees under clause 19(2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.

(e) Quorum at general meetings

i. No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.

ii. Subject to the following provisions, the quorum for general meetings shall be the greater of 5% or three members. An organisation represented by a person present at the meeting in accordance with sub-clause (g) of this clause, is counted as being present in person.

iii. If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

iv. If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must either be announced by the chair or be notified to the CIO’s members at least seven clear days before the date on which it will resume.

v. If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.

vi. If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

(f) Voting at general meetings

i. Any decision other than one falling within clause 10(d) (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting. Every member has one vote unless otherwise provided in the rights of a particular class of membership under this constitution.

ii. A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person or by proxy at the meeting.

iii. A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.

iv. A poll may be taken :

(1) at the meeting at which it was demanded; or

(2) at some other time and place specified by the chair; or

(3) through the use of postal or electronic communications.

v. In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.

vi. Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

(g) Representation of organisations and corporate members

An organisation or a corporate body that is a member of the CIO may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the CIO.

The representative is entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could exercise as an individual member of the CIO.

(h) Adjournment of meetings

The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting

12. Charity trustees

(a) Functions and duties of charity trustees

The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:

i. to exercise his or her powers and to perform his or her functions as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and

ii. to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

(1) any special knowledge or experience that he or she has or holds himself or herself out as having; and

(2) if he or she acts as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

(b) Eligibility for trusteeship

i. Every charity trustee must be a natural person.

ii. No one may be appointed as a charity trustee:

(1) if he or she is under the age of 16 years; or

(2) if he or she would automatically cease to hold office under the provisions of clause 15(a-iv).

iii. No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.

iv. At least one of the trustees of the CIO must be 18 years of age or over. If there is no trustee aged at least 18 years, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

(c) Number of charity trustees

i. There must be at least three charity trustees. These will be the Officers of the CIO: the Chairman, the Secretary and the Treasurer. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

ii. The maximum number of charity trustees is 17. The charity trustees may not appoint any charity trustee if as a result the number of charity trustees would exceed the maximum.

(d) First charity trustees

The first charity trustees of the CIO are –