! of! [ ]! (adopted on [ ])

Transcription

1 CONTENTS CONSTITUTION of [ ] (adopted on [ ]) 3 This Version 3 Objectives 3 Powers 3 General structure 4 Qualifications for membership 4 Application for membership 4 Membership subscription 4 Register of members 4 Withdrawal from membership 5 Expulsion from membership 5 General meetings 5 Notice of general meetings 5 Procedure at AGMs and SGMs 6 Maximum number of directors 6 Eligibility 6 Election, retrial, re-election 6 Retirement of Directorship 6 Register of directors 6 Directors and functions 6 Powers of directors 6 Personal interests 7 Procedure at meetings 7 Conduct of directors 7 Delegation 7 Operation of accounts and holding of property 7 Minutes 8 Accounting records and annual accounts 8 Notices 8 Dissolution 8 Alterations to the constitution 8 1 of 9

2 Initial members of the management committee 8 2 of 9

3 1. The name of the association is Macrobiotic Association (MBA). This Version This version of the constitution supersedes all previous versions. Objectives 2. The MBA s objectives are: A. To advance the understanding of macrobiotic philosophy and practice. B. To promote individual health and peace in society. C. To provide information on the macrobiotic way of life. D. To serve as a network within the macrobiotic community. E. To support and facilitate introductory educational events, about macrobiotic lifestyle and philosophy. F. To set and maintain high standards for the accreditation of macrobiotic professionals, such as cooks and counsellors. Powers 3. In pursuance of the Objectives, the directors of the MBA shall have the following powers:- 4. To promote and communicate the practice and understanding of Macrobiotics. 5. To carry out any activities which further the Objectives. 6. To purchase, lease, hire, or otherwise acquire, any property or rights which are suitable for the MBA s activities. 7. To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the MBA. 8. To sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of the MBA. 9. To employ staff as necessary for the MBA s activities, and to make reasonable provision for their payment. 10. To engage consultants and advisers as are considered necessary, funds permitting. 11. To effect insurance as appropriate (which may include directors liability insurance). 12. To invest surplus funds in such investments as may be considered appropriate (and to dispose of, and vary, such investments). 13. To liaise with other voluntary sector bodies, local authorities, government departments and agencies, with a view to furthering the MBA s objectives. 3 of 9

4 14. To raise funds for the MBA s activities. 15. To accept grants, donations and legacies as appropriate. 16. The Directors are obliged to protect the name Macrobiotic Association and prevent its unauthorised use. General structure 17. The structure of the association shall consist of:- 18. Friends - who have the right to attend the Annual General Meetings (and any special general meeting) and have powers under the constitution; in particular, the members elect people to serve as directors. 19. Professional - who have the right to attend the annual general meeting (and any special general meeting) and have powers under the constitution; in particular, to elect people to serve as directors and take decisions to change the constitution. 20. Directors - who hold regular meetings during the period between annual general meetings, and generally support the activities of the association; the directors are responsible for monitoring the financial position of the MBA. Qualifications for membership 21. Membership shall be open to; A. Friends - who have previous macrobiotic studies and experience. B. Professional - people who have been accredited by the MBA. C. Directors - who already are friends or profession members. 22. An employee of the association shall not be eligible for membership. Application for membership 23. To become a member; A. MBA Friends - apply to Directors who consider applicants dependant on their previous macrobiotic studies and experience. B. Professional - apply to Directors upon successful accreditation. The MBA accepts international Professional Members. 24. The directors consider each application at the first committee meeting held after receipt of the application; the directors shall notify the applicant of their decision within a month. Membership subscription 25. Membership subscription. A. MBA Friends do not pay a subscription. B. Professional members pay a subscription set by the directors. Register of members 4 of 9

5 26. The directors will keep a register of members, setting out the full name and address of each member, the date on which she or he was admitted to membership, and the date on which any person ceased to be a member. A. MBA Friends contact details are listed on the MBA website with consent. B. Professionals will be promoted on the MBA website. Withdrawal from membership 27. Any person who wishes to withdraw from membership sends a signed notice to that effect to the directors; on receipt of the notice he or she shall cease to be a member. Expulsion from membership 28. Any person may be suspended from membership, if he or she has acted in a manner that is dishonourable or derogatory to the practice of Macrobiotics, providing the following procedures have been observed:- A. MBA Friends - who have breeched the MBA code of ethics. B. Professional - who have breeched the professional code of ethics, after investigation by the complaints procedure, or if they cease to pay their subscription. C. Directors - who have not upheld the MBA objectives or breached the MBA code of ethics. General meetings 29. The directors will hold an annual general meeting (AGM) in a suitable venue each year, not more than 15 months after the previous AGM. 30. The business of each AGM shall include:- A. A report by the directors on the activities of the association B. Consideration of the annual accounts of the MBA. C. The election/re-election of directors. 31. The management committee may convene a special general meeting (SGM) at any time if necessary. The members may request an SGM if 10% of the membership request in writing. An SGM is only to discuss the one issue, no other business. Notice of general meetings 32. At least 60 clear days notice must be given of any AGM and 21 for an SGM; the notice must be given to all members and include agenda, place, date, hour. In the case of a resolution to alter the constitution, it must set out the terms of the proposed alteration. 33. In calculating the period of notice, the day after the notice is posted, and also the day of the meeting, should be excluded. 5 of 9

6 Procedure at AGMs and SGMs 34. A quorum for AGMs or SGMs shall be 9 members present. 35. The directors present at the meeting shall elect from among themselves the person who will be chair. 36. Every member shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally. 37. If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote. Maximum number of directors 38. The maximum number of directors shall be 7. Eligibility 39. A person shall not be eligible for election/appointment as a director unless he or she is a member. Election, retrial, re-election 40. At each AGM, the members may elect any member to be a director, who has provided a written application to the directors prior to the AGM. 41. The directors may co-opt any member to be a director. 42. At each AGM, all of the directors shall retire from office for one minute and are then be eligible for re-election. Retirement of Directorship 43. A director shall automatically retire if:- A. he/she ceases to be a member of the MBA. B. he/she becomes an employee of the MBA. C. he/she resigns by 3 months written notice to the MBA. D. he/she is absent (without permission of the directors) from more than three consecutive meetings. Register of directors 44. The directors will keep a register of director s contact details with the date he / she became and ceased to be a director. Directors and functions 45. The directors share the MBA functions among themselves and publish who is responsible for each function. 46. A director ceases his/her function and responsibility if he/she ceases to be a director. Powers of directors 6 of 9

7 47. Except as otherwise provided in this constitution, the MBA and its assets and liabilities shall be managed by the directors, who may exercise the powers of the MBA. Personal interests 48. A director who has a personal interest in any transaction or arrangement which the MBA proposes to enter into, must declare that interest. He/ she will not be allowed to vote on that issue. 49. A director is considered to have a personal interest in an arrangement if any partner or other close relative may benefit from that arrangement. 50. The Directors may be paid all travelling and other reasonable expenses incurred by them in connection with carrying-out their MBA duties, as previously agreed and minuted in a director s meeting. Procedure at meetings 51. Any director may call a meeting. 52. Questions arising at a director s meeting shall be decided by majority vote. 53. No business shall be dealt with at a meeting of directors unless a quorum of three directors is present. 54. At any meeting the directors will vote in a chair and minute taker for that meeting, who are responsible for publishing and acting on the decisions made at the meeting. 55. The Directors may allow any person who they consider appropriate, to attend and speak at any meeting. An invited person cannot vote. Conduct of directors 56. Each director will act in the best interests of the MBA and must; A. Ensure that the directors act in a manner in accordance with the MBA objectives. B. Act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of members. C. Put the interests of the MBA before personal interests. Delegation 57. The Directors can delegate their powers to a chosen sub group, including at least one director. 58. Any delegation of powers may be changed, revoked or altered at a directors meeting. Operation of accounts and holding of property 59. The signatures of two out of three signatories who are directors shall be required in all operations (other than paying in of funds) on the bank accounts held by the MBA. 7 of 9

8 60. The title to all assets shall be the responsibility of the directors. Minutes 61. The directors ensure that minutes taken of decisions made at meetings are published. A minute of any meeting shall include the names of those present, and be approved by the chairperson of that meeting. Accounting records and annual accounts 62. The directors shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements. 63. The directors will keep balance sheets, according to income and expenditure. All monies received and spent, will be recorded and supported by invoices and receipts. If an audit is needed it is carried out by a qualified auditor. Notices 64. Any notice given to a member under this constitution will be in writing. Dissolution 65. If the directors decide that it is necessary that the MBA be dissolved, it shall organise a meeting of the members with 21 clear days notice stating the terms of the proposed resolution. 66. The Directors are responsible for ensuring that the MBA is never casually dissolved. 67. If a resolution to dissolve is confirmed by 75% of members present at the SGM, the directors transfer any remaining assets held, after all debts and liabilities have been paid to a charity or organisation whose objectives is similar to those of the MBA. Alterations to the constitution 68. The constitution may be altered by a resolution passed by not less than twothirds of those professional members voting at a SGM or AGM in person or by proxy, providing due notice of the meeting is given. Initial members of the management committee 69. The initial directors, and the functions and responsibilities held by each, shall be as set out below. 70. This constitution was adopted on [ ] 8 of 9

9 9 of 9