1. THE NAME
The name of the Society shall be “The Friends of Norwood Park”, hereinafter referred to as “The Friends” (Note: For working non-legal purposes only, an abbreviation of “FoNP” may also be used).
2. THE AREA OF BENEFIT.
The Friends shall be established for the benefit of the Public for the purposes stated in Clause 3 below, consisting of that area known as Norwood Park (in the London Borough of Lambeth), its immediate environs and accesses (which area is hereinafter referred to as “the Park” and/or “the area of benefit.”
1. (a) (i) to secure preservation, protection, development and improvement of all features of public access, to use and maintain interest in the Park as an area of benefit and place of historic landscaped open space, ecological and environmental interest, beauty and public recreation including games and sports use;
(ii) to educate the public in geography, natural history, conservation. and encourage civil pride and improve responsible usage of all facilities and amenities provided within the stated area of benefit;
(iii) to promote and encourage research and studies into any subjects having a direct connection with the Objects herein, and where considered appropriate to publish such findings and results:
(b) to submit to the London Borough of Lambeth, or such other body as may become responsible for management and maintenance of the Park, such proposals as The Friends may consider appropriate to ensure achievement of the Objects in Clause 3.1 (a) above.
(c ) to consider such plans or proposals as may from time to time be made by whatever body, which may directly or indirectly affect the Park, such proposals as The Friends may consider appropriate to ensure preservation and enhancement of the Park benefit area;
(d) to ensure that a balance is maintained for the Public as users of the area of benefit as an open space always so long as preservation and enhancement of the Park remains paramount.
2. In furtherance and achievement of these said purposes but not otherwise The Friends through its Committee shall have powers to:
(a) act as a co-ordination body and co-operate in the establishment of good working relations between the London Borough of Lambeth, its Partnership Boards and Council planning and other Committees, and all other statutory authorities, voluntary groups, organisations and associations, charities and/or any other persons having aims similar to those of The Friends.
(b) undertake any such other social, recreational and fund-raising activities which will promote the above aims, and doing all such other things as shall further reach attainment of the Objects as above;
(c) raise funds and invite and receive from any persons whatsoever contributions, gift aid, donations, bequests or otherwise, provided always that The Friends shall not undertake any permanent trading activities.
3. Subject to such consents as may be required by law, to borrow or raise money for the purposes of The Friends on such terms and on such security as the Committee shall think fit. The Committee will, in all its financial dealings, work to maintain the long-term financial sustainability of The Friends, except where proper determination has been made to dissolve the Friends.
(a) An Annual General Meeting shall be held in or about the month of June in each year to receive and adopt the Committee’s Report and audited accounts and elect Officers and Committee members. Two Ordinary Meetings of members may also be convened as decided by the Committee. A Extraordinary General Meeting may be called on submission to the Hon. Secretary with not less than 28 days notice of a written request stating the proposed business and signed by not less than one-quarter of the individual members or corporate representatives. The Committee shall convene to consider the submission and arrange such meeting on not less than seven (7) days notice given to all voting members of The Friends.
(b) (i) One-fifth of the eligible members as personally present shall constitute a quorum for Annual General or any Extraordinary General Meetings.
(ii) Five (5) members, two (2) or more of whom must be Officers of The Friends, shall constitute a quorum for Committee meeting.
(iii) There shall normally be no quorate attendance requirements at Ordinary members’ meetings.
(c) The Chairman or other Presiding Officer shall have a second or casting vote if required in the event of equality of votes cast at any meetings.
(d) In the event of any meeting being unquorate thirty (30) minutes after its appointed commencement time the business therein shall be cancelled with a new to be convened on due notice given.
(e) Declaration of Interest. It shall be the duty of any member who is in any way directly or indirectly interested financially or professionally in any item discussed at any meeting of The Friends, including any Committee or Sub-Committee at which he or she may be present, to declare such interest and not participate in discussion on that item, except by invitation of the Chairman, or vote thereon,
5. MEMBERSHIP, CATEGORIES AND DONATIONS
individual members shall comprise those founders of The Friends enrolled at the date of adoption of this Constitution, and all other persons subsequently making application. Individual membership shall be open to any adult interested in supporting and actively furthering the Objects herein. There will be no subscription. Members are strongly encouraged to participate in the activities of The Friends. Such activities will include, but will not be restricted to vegetable home growing, running the dog watch, supporting the Country Walk, an advisory committee for the café, running open and family days, etc. The Committee will make all reasonable efforts to provide activities to participate in, and to advertise such activities.
6. OFFICERS AND COMMITTEE, ELECTIONS, MANAGEMENT etc
(a) The Officers of The Friends shall consist of the Chairman, Vice-Chairman, Honorary Secretary and Honorary Treasurer, all of whom shall relinquish their respective Offices each year but shall be eligible for re-election at the Annual General Meeting.
(b) The Committee shall have power to fill any casual vacancies for whatever reason occurring amongst the Officers and Committee between General Meetings, such appointees to be eligible if nominated for consideration for election at the next following Annual General Meeting.
(c) Nominations for the election or re-election of Officers shall be made in writing to the Hon. Secretary at least 14 days prior to the Annual General Meeting date. Each nomination shall be signed by the proposer, supported by a seconder, with the consent of the nominee to stand having first been obtained. In the event of nominations exceeding the number of vacancies a ballot shall take place in such manner as to be determined by those persons present. The nomination forms shall give space for the nominees to provide information about their special interest in the Park and the Committee shall reserve the right to request further information from nominees, e.g. their association with Norwood, previous experience or expertise that may be relevant. Nominees shall agree to make this information available for consideration by the Committee.
The election of Officers shall however be completed prior to the election of the further Committee members and all shall declare at the time of consideration for election if any financial or professional interest is known or likely to be of concern to The Friends. A member shall reasonably be expected to have attended or helped at at least three functions of The Friends in any one year (the “year” being from the AGM prior to the following AGM of the year in which they seek nomination) before seeking nomination to the Committee. Any person seeking nomination as an Officer on the Committee shall have served a continuous year on the Committee and having attended 3 of the 4 Committee meetings. As we do not have subscriptions, it is reasonable to ask that Committee members and ordinary members show a reasonable level of commitment of activity in the park (or if disabled in any way, by serving on the Committee). Committee election shall be open to include those who have been co-opted during the year and have met the requirements of that role. Individual members shall only be co-opted by agreement of the Committee.
(d) The Committee shall be responsible on behalf of Members for management and administration of The Friends and proper conduct of day-to-day business. The Committee shall comprise the Officers ex-officio, with not less than five (5) and not more than seven (7) other members, including persons undertaking specific duties.
(e) The Committee shall meet at such convenient dates as may be decided but not less than four (4) times in each year., The Hon. Secretary shall send an agenda and notice of a committee meeting not less than seven (7) days prior to the said date. At the Officers’ discretion in an emergency the Committee may be called (by post, telephone or e-mail as convenient and appropriate) within a seven (7) day notice. Such business as then transacted shall be put on record for approval and confirmation at the next regular Committee meeting. Minutes shall be taken at all meetings and approved, and signed by the Chairman, at the next following regular meeting.
(f) The Committee may constitute such sub-committees or groups for special studies and projects from time to time as shall be considered necessary for such purposes as shall be thought fit. They shall be subordinate to, and may be regulated or dissolved by, the Committee. A Chairman and Secretary or Convenor shall in each case be appointed by the Committee and all actions and proceedings by recommendations from the said sub-committee/group/projects shall be reported to and confirmed by the Committee as soon as possible. Members of the main Committee may be members of any sub-committee/ group/project.
7. ACCOUNTS and REPORTS, CHARITY COMMISSION RETURNS
(a) Accounts. The Committee shall comply where appropriate, and if and when registered as a Charity, with all legal obligations under the Charities Act 1993 (and any statutory re-enactment or modification thereof) with regard to the Friends in,
(i) the keeping of accounting records; (ii) the preparation of Annual Statements; (iii) the auditing and independent examination of the statements of account, and (iv) the transmission of the statements of account to the Charity Commissioner.
(b) Annual Report The Committee shall comply where appropriate and if and as applicable with their legal obligations under the Charities Act 1993 (and any statutory re-enactment or modification thereof) with regard to the preparation of an annual report and its transmission to the Charity Commission.
(d) Annual Returns. The Committee shall comply, as and where appropriate, with their legal obligations under the Charities Act 1993 (and any statutory re-enactment or modification thereof) with regard to the preparation of an annual return and its transmission to the Charity Commission.
8. EXPENSES OF ADMINISTRATION, APPLICATION OF FUNDS; BANK ACCOUNT
(a) The Committee shall, out of the funds of The Friends, pay all proper expenses of administration and management. After the payment of the administration and management expenses and setting aside to reserve such sums as may be deemed expedient, the remaining funds of The Friends shall be duly applied by the Committee in furtherance of the Objects for the Park and the area of benefit .
(b) All donations and other monies received shall be recorded by the Hon. Treasurer and deposited in an appropriate account held at a Bank or Building Society in the name of The Friends.
All monies at any time belonging to The Friends and not required for immediate application for its purposes shall be invested by the Committee in or upon such investment, securities, bank or building society, appropriate deposits or property as it may think fit, subject nevertheless, where earning interest and as appropriate, to such authority, approval or consent by the Charity Commissioners as may for the time being be required by law or by any special trusts affecting any property in the hands of the Committee of The Friends.
Any notice required to be given by the Constitution shall be deemed to have been duly given if left at or sent by prepaid postal addressed to the address or sent to the email address of that member as last notified to the Hon. Secretary.
11. AMENDMENTS TO THE CONSTITUTION
The Constitution may be amended only by a two-thirds majority of the eligible members as personally present and voting at an Annual General Meeting or Special General Meeting of The Friends, provided that 28 days’ notice of the proposed amendment(s) shall have been given to all such members.
12. WINDING UP
(a) The Friends may be dissolved by a two-thirds majority of the eligible members voting at an Annual General Meeting or Special General Meeting, confirmed by a simple majority of the said members voting at a further Special General Meeting held not less than 14 days after the previous meeting.
(b) If a motion for the dissolution of The Friends is to be proposed at an Annual General Meeting or at a Special Meeting this motion shall be referred to specifically when the notice of the Meeting is given. In the event of dissolution of The Friends its available funds shall be transferred to such one or more charitable institutions having Objects similar to those herein before declared as shall be chosen by the Committee and approved by the Meeting of members of The Friends at which the dissolution decision is confirmed.
(c) On dissolution the Minutes and all other records of The Friends shall be deposited for archival and safe keeping with the Civic Trust, or such other appropriate Institution as the Committee may recommend and subject to the dissolution Meeting members’ approval.