Odisha Society of United Kingdom Constitution
Adopted on the 9th of March 2014.
PART 1
Adoption of the constitution
The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.
Name
The association’s name is
Odisha Society of United Kingdom
And in this document is called OSUK charity.
Objects
OSUK charity’s objects (‘the objects’) are
To advance and preserve rich culture and heritage of Odisha in the form of traditional music, dance and drama in the Odia community of United Kingdom by organizing cultural programmes and events.
To unite and advance cohesion in the Odia community of United Kingdom.
To celebrate festivals of Odisha and to invite other communities to participate in such events.
To advance and promote the Odia language amongst the members in the society by publishing literatures in Odia.
To support communities at the time of emergency such as natural disasters and relief to the poor, sick and children wherever appropriate.
Application of income and property
The income and property of OSUK charity shall be applied solely towards the promotion of the objects.
OSUK charity trustee is entitled to be reimbursed from the property of OSUK charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of OSUK charity.
OSUK charity trustee may benefit from trustee indemnity insurance cover purchased at OSUK charity’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
None of the income or property of OSUK charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of OSUK charity.
This does not prevent a member who is not also a trustee from receiving:
a benefit from OSUK charity in the capacity of a beneficiary of OSUK charity;
Reasonable and proper remuneration for any goods or services supplied to OSUK charity.
Benefits and payments to OSUK charity trustees and connected persons
General provisions
No OSUK charity trustee or connected person may:
buy or receive any goods or services from OSUK charity on terms preferential to those applicable to members of the public;
sell goods, services or any interest in land to OSUK charity;
be employed by, or receive any remuneration from, OSUK charity;
receive any other financial benefit from OSUK charity; Unless the payment is permitted by sub-clause (2) of this clause, or authorised by the court or OSUK 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.
Scope and powers permitting trustees’ or connected persons’ benefits
OSUK charity trustee or connected person may receive a benefit from OSUK charity in the capacity of a beneficiary of OSUK charity provided that a majority of the trustees do not benefit in this way.
OSUK 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 OSUK charity where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011.
Subject to sub-clause (3) of this clause an OSUK charity trustee or connected person may provide OSUK charity with goods that are not supplied in connection with services provided to OSUK charity by OSUK charity trustee or connected person.
OSUK charity trustee or connected person may receive interest on money lent to OSUK charity at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
OSUK charity trustee or connected person may receive rent for premises let by the trustee or connected person to OSUK charity. The amount of the rent and the other terms of the lease must be reasonable and proper. OSUK 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.
OSUK charity trustee or connected person may take part in the normal trading and fundraising activities of OSUK charity on the same terms as members of the public.
Payment for supply of goods only – controls
OSUK charity and its OSUK charity trustees may only rely upon the authority provided by sub-clause 2(c) of this clause if each of the following conditions is satisfied:
The amount or maximum amount of the payment for the goods is set out in an agreement in writing between OSUK charity and OSUK charity trustee or connected person supplying the goods (‘the supplier’) under which the supplier is to supply the goods in question to or on behalf of OSUK charity.
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.
The other OSUK charity trustees are satisfied that it is in the best interests of OSUK charity to contract with the supplier rather than with someone who is not an OSUK charity trustee or connected person. In reaching that decision OSUK charity trustees must balance the advantage of contracting with an OSUK charity trustee or connected person against the disadvantages of doing so.
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 OSUK charity. The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of OSUK charity trustees is present at the meeting.
The reason for their decision is recorded by OSUK charity trustees in the minute book.
A majority of OSUK charity trustees then in office are not in receipt of remuneration or payments authorised by clause 5.
In sub-clauses (2) and (3) of this clause:
‘OSUK charity’ includes any company in which OSUK charity:
holds more than 50% of the shares; or
controls more than 50% of the voting rights attached to the shares; or
has the right to appoint one or more trustees to the board of the company.
‘connected person’ includes any person within the definition set out in clause 34 (Interpretation).
Dissolution
If the members resolve to dissolve OSUK charity the trustees will remain in office as OSUK charity trustees and be responsible for winding up the affairs of OSUK charity in accordance with this clause.
The trustees must collect in all the assets of OSUK charity and must pay or make provision for all the liabilities of OSUK charity.
The trustees must apply any remaining property or money:
directly for the objects;
by transfer to any other charities for purposes the same as or similar to OSUK charity;
in such other manner as the charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.
The members may pass a resolution before or at the same time as the resolution to dissolve OSUK charity specifying the manner in which the trustees are to apply the remaining property or assets of OSUK charity and the trustees must comply with the resolution if it is consistent with paragraphs (a) – (c) inclusive in sub-clause (3) above.
In no circumstances shall the net assets of OSUK charity be paid to or distributed among the members of OSUK charity (except to a member that is itself a charity).
The trustees must notify the Commission promptly that OSUK charity has been dissolved. If the trustees are obliged to send OSUK charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission OSUK charity’s final accounts.
Amendment of constitution
OSUK charity may amend any provision contained in Part 1 of this constitution provided that:
no amendment may be made that would have the effect of making OSUK charity cease to be a charity at law;
no amendment may be made to alter the objects if the change would undermine or work against the previous objects of OSUK charity;
no amendment may be made to clauses 4 or 5 without the prior written consent of the Commission;
any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting.
Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.
A copy of any resolution amending this constitution shall be sent to the Commission within twenty one days of it being passed.
Part 2
Membership
Membership is open to individuals over eighteen or organisations that are approved by the trustees.
Membership will remain active by paying annual subscription fee as agreed in AGM on a regular basis.
The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of OSUK charity to refuse the application.
The trustees must inform the applicant in writing of the reasons for the refusal.
The trustees must consider any written representations the applicant may make about the decision. The trustees’ decision following any written representations must be notified to the applicant in writing but shall be final.
Membership is not transferable to anyone else.
The trustees must keep a register of names and addresses of the members which
must be made available to any member upon request.
Termination of membership
Membership is terminated if:
the member dies or, if it is an organisation, ceases to exist;
the member resigns by written notice to OSUK charity unless, after the resignation, there would be less than two members;
any sum due from the member to OSUK charity is not paid in full within 1 year of it falling due;
The member is removed from membership by a resolution of the trustees that it is in the best interests of OSUK charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
the member has been given at least twenty one days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed;
the member or, at the option of the member, the member’s representative (who need not be a member of OSUK charity) has been allowed to make representations to the meeting.
General meetings
OSUK charity must hold a general meeting within twelve months of the date of the adoption of this constitution.
An annual general meeting must be held in each subsequent year.
All general meetings other than annual general meetings shall be called special general meetings.
The trustees may call a special general meeting at any time.
The trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.
Notice
The minimum period of notice required to hold any general meeting of OSUK charity is fourteen clear days from the date on which the notice is deemed to have been given.
A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote.
The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.
The notice must be given to all the members and to the trustees.
Quorum
No business shall be transacted at any general meeting unless a quorum is present.
A quorum is:
20 members entitled to vote upon the business to be conducted at the meeting; or
one tenth of the total membership at the time, whichever is the greater.
The authorised representative of a member organisation shall be counted in the quorum.
If:
a quorum is not present within half an hour from the time appointed for the meeting; or
during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the trustees shall determine.
The trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date time and place of the meeting.
If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting.
Chair
General meetings shall be chaired by the person who has been elected as Chair.
If there is no such person or he or she is not present within fifteen minutes of the time
appointed for the meeting a trustee nominated by the trustees shall chair the
meeting.
If there is only one trustee present and willing to act, he or she shall chair the
meeting.
If no trustee is present and willing to chair the meeting within fifteen minutes after the
time appointed for holding it, the members present and entitled to vote must
choose one of their numbers to chair the meeting.
Adjournments
The members present at a meeting may resolve that the meeting shall be
adjourned.
The person who is chairing the meeting must decide the date time and place at
which meeting is to be re-convened unless those details are specified in the
resolution.
No business shall be conducted at an adjourned meeting unless it could properly
have been conducted at the meeting had the adjournment not taken place.
If a meeting is adjourned by a resolution of the members for more than seven days,
at least seven clear days’ notice shall be given of the re-convened meeting stating
the date time and place of the meeting.
Votes
Each member shall have one vote but if there is an equality of votes the person who
is chairing the meeting shall have a casting vote in addition to any other vote he or
she may have.
A resolution in writing signed by each member (or in the case of a member that is
an organisation, by its authorised representative) who would have been entitled to
vote upon it had it been proposed at a general meeting shall be effective. It may
comprise several copies each signed by or on behalf of one or more members.
Representatives of other bodies
Any organisation that is a member of OSUK charity may nominate any person to act
as its representative at any meeting of OSUK charity.
The organisation must give written notice to OSUK charity of the name of its
representative. The nominee shall not be entitled to represent the organisation at any
meeting unless the notice has been received by OSUK charity. The nominee may
continue to represent the organisation until written notice to the contrary is received
by OSUK charity.
Any notice given to OSUK charity will be conclusive evidence that the nominee is
entitled to represent the organisation or that his or her authority has been revoked.
OSUK charity shall not be required to consider whether the nominee has been
properly appointed by the organisation.
Executive committee and trustees
OSUK charity and its property shall be managed and administered by an executive committee elected in accordance with this constitution. The committee shall have the following members:
President
General secretary cum treasurer
Cultural secretary
Journal secretary
Executive members
A trustee must be a member of OSUK charity or the nominated representative of an organisation that is a member of OSUK charity.
No one may be appointed a trustee if he or she would be disqualified from acting under the provisions of clause 20.
The number of trustees shall be not less than three but unless otherwise determined by a resolution of OSUK charity in general meeting) shall not be subject to any maximum.
The first trustees shall be the following:
President
General Secretary
Cultural Secretary
Journal Secretary
Any other member of the executive committee
A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees.
Appointment of trustees
OSUK charity in general meeting shall elect the executive committee members and the other trustees.
The trustees may appoint any person who is willing to act as a trustee.
Each of the executive committee members will remain in post for initial period of 3 years but shall be eligible for re-election for maximum of another term.
Each of the other trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall be eligible for re-election at that annual general meeting.
No-one may be elected a trustee or an officer at any annual general meeting unless prior to the meeting OSUK charity is given a notice that:
is signed by a member entitled to vote at the meeting;
states the member’s intention to propose the appointment of a person as a trustee or as an officer;
is signed by the person who is to be proposed to show his or her willingness to be appointed.
Powers of trustees
The trustees must manage the business of OSUK charity and have the following powers in order to further the objects (but not for any other purpose):
to raise funds. In doing so, the trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
to sell, lease or otherwise dispose of all or any part of the property belonging to OSUK charity. In exercising this power, the trustees must comply as appropriate with sections 117 – 122 of the Charities Act 2011;
to borrow money and to charge the whole or any part of the property belonging to OSUK charity as security for repayment of the money borrowed. The trustees must comply as appropriate with sections 124 – 126 of the Charities Act 2011, if they intend to mortgage land;
to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
to acquire, merge with or enter into any partnership or joint venture arrangement with any other OSUK charity formed for any of the objects;
to obtain and pay for such goods and services as are necessary for carrying out the work of OSUK charity;
to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds 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;
to do all such other lawful things as are necessary for the achievement of the objects.
No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees.
Any meeting of trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the trustees.
Disqualification and removal of trustees
A trustee shall cease to hold office if he or she:
is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
ceases to be a member of OSUK charity;
in the written opinion, given to OSUK charity, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
resigns as a trustee by notice to OSUK charity (but only if at least two trustees will remain in office when the notice of resignation is to take effect); or
is absent without the permission of the trustees from all their meetings held within a period of twelve consecutive months and the trustees resolve that his or her office be vacated.
Proceedings of trustees
The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.
Any trustee may call a meeting of the trustees.
The secretary must call a meeting of the trustees if requested to do so by a trustee.
Questions arising at a meeting must be decided by a majority of votes.
In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
No decision may be made by a meeting of the trustees unless a quorum is present at the time the decision is purported to be made.
The quorum shall be two or the number nearest to one-third of the total number of trustees, whichever is the greater or such larger number as may be decided from time to time by the trustees.
A trustee shall not be counted in the quorum present when any decision is made about a matter upon which that trustee is not entitled to vote.
If the number of trustees is less than the number fixed as the quorum, the continuing trustees or trustee may act only for the purpose of filling vacancies or of calling a general meeting.
The person elected as the Chair shall chair meetings of the trustees.
If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the trustees present may appoint one of them to chair that meeting. The person appointed to chair meetings of the trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the trustees.
A resolution in writing signed by all the trustees entitled to receive notice of a meeting of trustees or of a committee of trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the trustees or (as the case may be) a committee of trustees duly convened and held.
The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more trustees.
Conflicts of interests and conflicts of loyalties
A OSUK charity trustee must:
declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with OSUK charity or in any transaction or arrangement entered into by OSUK charity which has not been previously declared; and
absent himself or herself from any discussions of OSUK charity trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of OSUK charity and any personal interest (including but not limited to any personal financial interest).
Any OSUK 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 OSUK charity trustees on the matter.
Saving provisions
Subject to sub-clause (2) of this clause, all decisions of OSUK charity trustees, or of a committee of OSUK charity trustees, shall be valid notwithstanding the participation in any vote of a OSUK charity trustee:
who is disqualified from holding office;
who had previously retired or who had been obliged by this constitution to vacate office;
who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise; if, without the vote of that OSUK charity trustee and that OSUK charity trustee being counted in the quorum, the decision has been made by a majority of OSUK charity trustees at a quorate meeting.
Sub-clause (1) of this clause does not permit a OSUK charity trustee to keep any benefit that may be conferred upon him or her by a resolution of OSUK charity trustees or of a committee of OSUK charity trustees if, but for sub-clause (1), the resolution would have been void, or if OSUK charity trustee has not complied with clause 22 (Conflicts of interests and conflicts of loyalties).
Delegation
The trustees may delegate any of their powers or functions to a committee of two or more trustees but the terms of any such delegation must be recorded in the minute book.
The trustees may impose conditions when delegating, including the conditions that:
the relevant powers are to be exercised exclusively by the committee to whom they delegate;
no expenditure may be incurred on behalf of OSUK charity except in accordance with a budget previously agreed with the trustees.
The trustees may revoke or alter a delegation.
All acts and proceedings of any committees must be fully and promptly reported to the trustees.
Irregularities in proceedings
Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of a committee of trustees, shall be valid notwithstanding the participation in any vote of a trustee:
who was disqualified from holding office;
who had previously retired or who had been obliged by the constitution to vacate office;
who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;
if, without:
the vote of that trustee; and
that trustee being counted in the quorum, the decision has been made by a majority of the trustees at a quorate meeting.
Sub-clause (1) of this clause does not permit a trustee to keep any benefit that may be conferred upon him or her by a resolution of the trustees or of a committee of trustees if the resolution would otherwise have been void.
No resolution or act of
the trustees
any committee of the trustees
OSUK charity in general meeting
shall be invalidated by reason of the failure to give notice to any trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of OSUK charity.
Minutes
The trustees must keep minutes of all:
appointments of executive committee and trustees made by the trustees;
proceedings at meetings of OSUK charity;
meetings of the trustees and committees of trustees including:
the names of the trustees present at the meeting;
the decisions made at the meetings; and
where appropriate the reasons for the decisions.
Accounts, Annual Report, Annual Return
The trustees must comply with their obligations under the Charities Act 2011 with regard to:
the keeping of accounting records for OSUK charity;
the preparation of annual statements of account for OSUK charity;
the transmission of the statements of account to the Commission;
the preparation of an Annual Report and its transmission to the Commission;
the preparation of an Annual Return and its transmission to the Commission.
Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.
Registered particulars
The trustees must notify the Commission promptly of any changes to OSUK charity’s entry on the Central Register of Charities.
Property
The trustees must ensure the title to:
all land held by or in trust for OSUK charity that is not vested in the Official Custodian of Charities; and
all investments held by or on behalf of OSUK charity, is vested either in a corporation entitled to act as custodian trustee or in not less than three
individuals appointed by them as holding trustees.
The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the trustees and that if they do so they will not be liable for the acts and defaults of the trustees or of the members of OSUK charity. The trustees may remove the holding trustees at any time.
Repair and insurance
The trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of OSUK charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability.
Notices
Any notice required by this constitution to be given to or by any person must be:
in writing; or
given using electronic communications.
OSUK charity may give any notice to a member either:
personally; or
by sending it by post to the member at his or her address; or
by leaving it at the address of the member; or
by giving it using electronic communications to the member’s address.
A member who does not register an address with OSUK charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from OSUK charity.
A member present in person at any meeting of OSUK charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.
Proof that an envelope containing a notice was properly addressed and posted shall be conclusive evidence that the notice was given.
Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.
Rules
The trustees may from time to time make rules or bye-laws for the conduct of their business.
The bye-laws may regulate the following matters but are not restricted to them: the admission of members of OSUK charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
the conduct of members of OSUK charity in relation to one another, and to OSUK charity’s employees and volunteers;
the setting aside of the whole or any part or parts of OSUK charity’s premises at any particular time or times or for any particular purpose or purposes;
the procedure at general meeting and meetings of the trustees in so far as such procedure is not regulated by this constitution;
the keeping and authenticating of records. (If regulations made under this clause permit records of OSUK charity to be kept in electronic form and requires a trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
OSUK charity in general meeting has the power to alter, add to or repeal the rules or bye-laws.
The trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of OSUK charity.
The rules or bye-laws shall be binding on all members of OSUK charity. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.
Disputes
If a dispute arises between members of OSUK charity about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
Interpretation
In this constitution ‘connected person’ means:
a child, parent, grandchild, grandparent, brother or sister of the trustee;
the spouse or civil partner of the trustee or of any person falling within sub-clause (1) above;
a person carrying on business in partnership with the trustee or with any person falling within sub-clause (1) or (2) above;
an institution which is controlled –
by the trustee or any connected person falling within sub-clause (1), (2), or (3) above; or
by two or more persons falling within sub-clause (4)(a), when taken together
a body corporate in which –
OSUK charity trustee or any connected person falling within sub-clauses (1) to (3) has a substantial interest; or
Two or more persons falling within sub-clause (5)(a) who, when taken together, have a substantial interest.
Sections 350 – 352 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this clause.
Signatures