NATIONAL TALKING EXPRESS CONSTITUTION
The name of the organization is the National Talking Express, herein after referred to as NTE. The National Talking Express is registered as a National Charity under Section 4 of the Charities Act 1960, as amended by the Charities Act 1993; (Registration No. 801993)
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause 7 of this constitution ("the Executive Committee").
The object of the NTE shall be to relieve the condition of the blind, partially sighted and other people who have difficulty in reading because of an illness, impairment or disability including dyslexia or a stroke (together known as "print impaired people"). This will be through the provision of information and items of interest by means of an audio magazine and radio service for all print impaired people.
In furtherance of these objectives but not otherwise the Executive Committee may exercise the following powers:
(A) power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(B) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
(C) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(D) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
(E) power to do all such other lawful things as are necessary for the achievement of the objects.
(A) Full membership of the NTE shall be available to those, who wish to further the objects of the organisation, upon payment of an annual membership fee,initially to be £10, and subject to annual review by the Executive Committee, and to The Charity Commission's approval, will be due immediately after the AGM, and each April thereafter. Every full member shall have one vote.
(B) Subscription to all of our magazines, shall be free of charge to both full and associate members. For those who do not qualify for the free postal concession, and choose this method of delivery, postal charges will apply.
(C) Associate membership of the NTE shall be open to all who wish to further the objects of the organisation, and will be half the full membership price. Associate members shall have no voting rights.
(D) Full and Associate membership shall be by application to the Head Office. Neither additional disability, race, age, sex nor sexual orientation shall affect considerations for applications for membership or asociate membership.
(E) The Committee may by a majority vote and for good reason terminate the membership of any individual: providing that the individual concerned shall have the right to be heard by the Committee, accompanied by a friend, before a final decision is made.
(F) Anyone will be able to listen on line free of charge to our magazines and will be considered as listeners but have no voting rights.
6. HONORARY OFFICERS.
At the annual general meeting of the Charity the members shall elect from amongst themselves a chairperson, vice-chairperson, a secretary, an assistant secretary, a treasurer, an appeals officer, and a public relations officer who shall hold that office from the conclusion of that meeting.
7. EXECUTIVE COMMITTEE.
(A) The Executive Committee shall consist of not less than seven members nor more than eleven members being:
(i) the honorary officers specified in the preceding clause;
(ii) not more than four members elected at the annual general meeting who shall hold office from the conclusion of that meeting;
(B) The executive Committee may in addition appoint not more than three co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause 10 (1) and shall take effect from the end of the meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
(C) All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
(D) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
(E) Nobody shall be appointed as a member of the Executive Committee who is under 18.
8. DETERMINATION OF MEMBERSHIP OF EXECUTIVE COMMITTEE.
A member of the Executive Committee shall cease to hold office if he or she:
(A) is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
(B) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(C) is absent without permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
(D) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
In this constitution the expression "meeting" includes, except where inconsistent with any legal obligation:
(A) A physical meeting; or
(B) Telephone conferencing.
10. EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED.
(1) Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Charity: Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
(2) Any employee or contractor of NTE shall have the right to be at any Executive Committee meeting and should only leave the meeting if the majority of the Executive Committee find it necessary. This person shall have no voting rights on the Executive Committee but be allowed to report back on the daily work of the organisation. Such a person would be allowed to voice his or her opinion or give advice, but the Executive Committee would make the final decision.
11. MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE.
(A) The Executive Committee shall meet as soon as practicable after the annual general meeting and shall hold at least four ordinary meetings each year at least one of which should be a face to face meeting. A special meeting may be called at any time by the chairperson or by any two members of the Executive Committee upon not less than 4 days notice being given to other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 28 days notice must be given. At least one Honorary Officer should be present at such a meeting.
(B) The chairperson shall act as chairperson at meetings of the Executive Committee. If the chairperson is absent from any meeting, the vice-chairperson shall act in their place. If neither are in attendance then an honorary officer shall be elected to conduct the meeting.
(C) There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting. At least one Honorary Officer must be present at a meeting.
(D) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairperson of the meeting shall have a second or casting vote.
(E) The Executive Committee shall keep minutes, in folders kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
(F) The Executive Committee may from time to time make and alter the rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
(G) The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.
(H) Any Other Business shall always be present on the agenda.
12. RECEIPTS AND EXPENDITURE.
(A) The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two of three designated signatories of the Executive Committee, but no member shall sign a cheque in his or her favour.
(B) The funds belonging to the Charity shall be applied only in furthering the objects.
(A) The Executive Committee shall, with such consent as is by law required, deal with the property so vested in them by way of sale, mortgage, charge, lease or otherwise howsoever as directed by NTE. Such direction shall be given by a resolution of the members of NTE passed by a majority of the members present at a duly convened meeting of the NTE, and when so passed shall in favour of a subsequent purchaser, mortgage or grantee be binding upon all members of NTE. A certificate purporting to be signed by the chairperson and secretary for the time being of NTE shall in favour of a purchaser, mortgagee, chargee, leasee or grantee be conclusive evidence that such a direction was duly given.
(B) Subject to the provisions of sub-clause (c) of this clause, the Executive Committee shall cause the title to:
(i) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
(ii) all investments held by or on behalf of the charity;
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
(C) If a corporation entitled to act as custodian trust has not been appointed to hold the property of the charity, the Executive Committee may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee, and may pay such nominee reasonable and proper remuneration for acting as such.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
(A) the keeping of accounting records for the Charity;
(B) the preparation of annual statements of accounts for the charity;
(C) the auditing or independent examination of the statements of account of the charity; and
(D) the transmission of the statements of account of the Charity to the Commission.
15. ANNUAL REPORT & ANNUAL RETURN
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and an annual return and its transmission to the Commission.
16. ANNUAL GENERAL MEETING.
(A) There shall be an annual general meeting of the Charity which shall be a physical meeting and be held in the month of May in each year or as soon as practical thereafter.
(B) Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 28 days? notice of the annual general meeting to all the members of the Charity. All the members of the Charity shall be entitled to attend and vote at the meeting, and in the case of equality of votes the chairperson shall have a second or casting vote.
(C) The chairperson shall be the chairperson of the annual general meeting, but if he or she is not present, the vice-chairperson shall act in their place. If neither are in attendance then an honorary officer shall be elected to conduct the meeting.
(D) An agenda shall always be presented at the annual general meeting.
(E) Any Other Business shall always be present on the agenda.
(F) The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
(G) Motions and nominations for election to the Executive Committee must be made by members of the Charity in any documented format and must be in the hands of the secretary of the Executive Committee at least 8 weeks before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot, (in accordance with clause18d)
17. SPECIAL GENERAL MEETINGS.
The Executive Committee may call a special general meeting of the Charity at any time. If at least ten members request such a meeting in documented format stating the business to be considered the secretary shall call such a meeting. At least 28 days notice must be given. The notice must state the business to be discussed. Only that business shall be discussed at the meeting.
18. PROCEDURE AT GENERAL MEETINGS.
(A) The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.
(B) There shall be a quorum when at least 7 members of the Charity are present at any general meeting.
(C) The secretary shall receive motions for discussion at general meetings, in documented format, no later than 28 days before the meeting. A named proposer and seconder should accompany motions. No motion shall be debated unless the proposer or the seconder is present to move it.
(D) Postal voting shall be allowed each year to elect incoming members or for making any major decisions. Postal voting shall be in documented format and shall be sent to the Secretary at least 8 weeks prior to the meeting.
Any notice required to be served on any member of the Charity shall be in documented format and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.
20. ALTERATIONS TO THE CONSTITUTION.
(A) Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
(B) No amendment may be made to clause 1, clause 3, clause 10, clause 21 or this clause without the prior consent in writing of the Commissioners.
(C) No amendments may be made which would have the effect of making the Charity cease to be a charity at law.
(D) The Executive Committee should promptly send to the Commission a copy of any amendments made under this clause.
If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 28 days notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that should be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.
This constitution was amended and approved at the AGM held on the 12th May 2012, and is subject to the approval by the Charity Commision
Signed Chairman: Philip Troll.
Signed Secretary: Irene Knowles.
Date: 20 January 2013.