Charity No.1099041
INDEX
1. The Name of the Association.
2.Definition of the Association.
3.The Object of the Association.
4. Mission Statement.
5. Membership of the Association.
6. Associate Membership.
7. Honorary Life Membership.
8.Branches, Branch Officers and Branch Delegates.
9. The Duties of Branches, Branch Officers and Branch Delegates.
10. The Patron of the Association.
11. The President of the Association.
12. The Vice-Presidents of the Association.
13. The Officers of the Association.
14. The General Secretary.
15. The Membership Secretary.
16. The Editor of the Newsletter.
17. The Executive Committee.
18. Co-opting additional members of the Executive Committee.
19.The Powers and Duties of the Executive Committee.
20. Meetings of the Executive Committee.
21. The Annual General Meeting.
22. Arrangements for the Annual General Meeting.
23. Agenda for the Annual General Meeting.
24. Extraordinary General Meetings.
25. Voting at General Meetings.
26. The Election of the Executive Committee and of the Officers.
27. Substitute Delegates.
28. The Term of Office of the Chairman and Vice-Chairmen.
29. The Term of Office and Duties of the Honorary Treasurer.
30. The Term of Office of Members of the Executive Committee.
31. Termination of Membership of the Executive Committee.
32. Executive Committee members not to have a Personal Interest.
33. Regional Secretaries.
34. Responsibilities of Regional Secretaries.
35. Vacancies - Chairman and Vice-Chairmen.
36. Vacancy - Honorary Treasurer.
37. Vacancies - Executive Committee Members.
38. Vacancies - Regional Secretaries.
39. The Annual Subscription.
40. Banking and Application of Funds.
41. Accounts.
42. The Annual Return to the Charity Commission.
43. The Enactment of the Constitution.
44. Amendments to the Constitution.
45.Termination of the Association.
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TEXT
1. The Name of the Association.
The Association (hereinafter referred to as "The Association") will be known as the National Association of Official Prison Visitors
2. Definition of the Association.
The Association is a voluntary unincorporated association to which any currently authorised Official Prison Visitor may belong on payment of its subscription. It is registered with the Charity Commission as Charity Number 1099041.
3. The Object of the Association.
The Object of the Association will be the relief in need, hardship or distress of prisoners in penal establishments in England and Wales.
4. Mission Statement.
The Association will seek to attain this object by promoting and supporting Official Prison Visiting at all penal establishments in England and Wales, by liaising with the Government Departments and others involved in prison activities and by bringing Official Prison Visitors together into a national organisation for sharing views and experiences of prison visiting.
5. Membership of the Association.
Every member of the Association (hereinafter referred to as a "Member") must be currently authorised as an Official Prison Visitor.
He/She will become a Member on payment of such subscription as will from time to time be agreed by the Annual General Meeting.
6. Associate Membership.
Anyone not eligible to be a Member of the Association may become an Associate Member of the Association on payment of the annual subscription decided from time to time by the Annual General Meeting.
Associate Members are entitled to receive the Newsletter.
Associate Members may attend General Meetings with the permission of the Chairman and Branch Meetings and Branch functions with the permission of the Branch Chairman.
Associate Members have no voting powers.
7. Honorary Life Membership.
At the discretion of the Executive Committee the Association may confer Honorary Life Membership
on anyone who has been a Member for 20 years or more.
Honorary Life Members will have similar voting rights to Members.
Honorary Life Members will receive the Association's Newsletter.
Honorary Life Members do not have to pay a subscription.
8. Branches, Branch Officers and Branch Delegates
The Members visiting at any one penal establishment shall constitute a Branch of the National Association of Official Prison Visitors (hereinafter called a "Branch")
Each Branch should hold a Branch Meeting at least twice a year.
One of these meetings will be the Branch's Annual General Meeting at which it should elect from its membership for whatever term it sees fit its Chairman, its Secretary, such other Branch Officers as it may think fit, and its Delegate(s) (hereinafter referred to as "Branch Delegate(s)") to represent the Branch at the forthcoming Annual General Meeting of the Association.
Each Branch is entitled to appoint one Branch Delegate for every fifteen paid-up Members of the Branch and/or part of fifteen.
9. The Duties of Branches and Branch Officers.
It will be the duty of each Branch to support Prison Visiting within its establishment, to help recruit new Official Prison Visitors as necessary, to encourage all Official Prison Visitors to become Members of the Association and to maintain contact with the Association.
The duties of Branch Chairmen, Branch Secretaries and Branch Treasurers will include whatever duties the Executive Committee from time to time decide.
Each Branch will be responsible for its own running expenses.
10. The Patron of the Association.
The Association will have the power to appoint a Patron.
11. The President of the Association.
The President will be The Lord Chancellor and Secretary of State for Justice ex officio.
12. The Vice-Presidents of the Association.
The Association may confer the title of Vice-President upon such persons (whether Members or not) whom they may from time to time decide to appoint.
13. The Officers of the Association.
All Officers of the Association (hereinafter referred to as "the Officers") other than the Hon. Treasurer must be Members. They will comprise the Chairman, 2 Vice-Chairmen, the Honorary Treasurer and the Immediate Past Chairman (other than the Immediate Past Acting Chairman).
14. The General Secretary.
A General Secretary, who may be remunerated, will be appointed by the Executive Committee and will be responsible to the Executive Committee for whatever duties the Executive Committee may from time to time decide.
15. The Membership Secretary.
A Membership Secretary may be appointed by the Executive Committee. He/she will be responsible to the Executive Committee for whatever duties the Executive Committee decide.
16. The Editor of the Newsletter.
The Editor of the Association's Newsletter will be appointed by the Executive Committee and be responsible to the Executive Committee for the Newsletter and its contents.
17. The Executive Committee.
There will be an Executive Committee of the Association which will consist of the Officers of the Association, six elected Members, Members co-opted pusuant to Article 18 hereof, the Regional Secretaries and the Editor of the Newsletter.
Every member of the Executive Committee will be given proper notice of every meeting of the Executive Committee by the General Secretary.
18. Co-opting additional Members onto the Executive Committee.
The Executive Committee will have the power to co-opt up to two Members annually as additional members of the Executive Committee, in particular in order to ensure the adequate representation of the Regions and of the different types of Penal Establishments.
The term of office of co-opted members of the Executive Committee will expire at the conclusion of the Annual General Meeting following their appointment.
Co-opted members of the Executive Committee will have full voting powers.
19. The Powers and Duties of the Executive Committee.
The Executive Committee will implement the policy of the Association as determined at the General Meetings and deal with any matters which arise concerning the Association.
The Executive Committee may set up sub-committees to report back to the Executive Committee provided that such sub-committees do not exceed the terms of reference given by the General Meetings to the Executive Committee.
The Executive Committee will render an annual report on its own activities to the Annual General Meeting.
The Executive Committee may by resolution terminate the membership of any Member or any appointment within the Association at any time. The person concerned may appeal to a panel to be convened by the Executive Committee and chaired by an independent person.
20. Meetings of the Executive Committee.
The Executive Committee will meet as often as necessary for conducting the affairs of the Association and in any case not less than twice a year.
Every member of the Executive Committee will be given proper notice of every meeting of the Executive Committee by the General Secretary.
At any meeting of the Executive Committee six members will form a quorum.
21. The Annual General Meeting.
The Association will hold an Annual General Meeting in May or June each year at which the Current Report of the Executive Committee to the Charity Commission and the Independently Examined Accounts of the Association will be presented, the Policy of the Association defined and the Officers and Executive Committee for the ensuing year elected.
22. Arrangements for the Annual General Meeting.
The Executive Committee will be responsible for the arrangements for the Annual General Meeting and the preparation of its Agenda.
The General Secretary will give at least 21 days notice to all members of the date of the Annual General Meeting and of the date by which notice of resolutions and subjects for discussion at the Annual General Meeting must be in the hands of the General Secretary.
The Association will reimburse all Branch Delegates their travelling and subsistence expenses in attending the AGM at a rate to be decided by the Executive Committee from time to time.
23. Agenda for the Annual General Meeting
The Agenda for the Annual General Meeting will be sent to all Branch Delegates and attending Members at least 21 days before the date of the Meeting.
24. Extraordinary General Meetings.
An Extraordinary General Meeting of the Association may be called at any time on the decision of the Executive Committee or at the request of not less than ten Branches.
Notice of such a meeting will be sent to all Members at least 21 days in advance and will include the Agenda for the meeting.
No business which is not on that Agenda will be discussed or dealt with at an Extraordinary General Meeting.
At any Extraordinary General Meeting 50 Members or more will form a quorum.
Members attending an Extraordinary General Meeting will do so at their own expense.
25. Voting at General Meetings.
Save as provided under Article 26 (2) hereof, voting at General Meetings shall normally be a show of hands. In the event of a tie the Chairman will have a second or casting vote.
26. The Election of the Executive Committee and of the Officers of the Association.
(1) At the Annual General Meeting, the Officers, the members of the Executive Committee and the Branch Delegates will elect the members of the Executive Committee and the Officers of the Association (other than that of the Hon. Treasurer) as necessary from nominations received from the Branches. All such nominees must be members. Their consent to nomination must first have been obtained.
(2) In the event of more than one name being proposed and seconded for a vacancy the voting for that vacancy will be by secret ballot.
27. Substitute Delegates.
If an appointed Branch Delegate is unable to attend the Annual General Meeting, his/her Branch may send one of its members as a substitute with full voting powers. Notice in writing must be given to the General Secretary.
28. The Term of Office of the Chairman and Vice-Chairmen.
The Chairman and the two Vice-Chairmen for the ensuing year will be elected at the Annual General Meeting. They will not be eligible for election in the same office for more than three consecutive years. Thereafter after a gap of one year they will become eligible for election again.
29. The Term of Office and Duties of the Honorary Treasurer.
The Honorary Treasurer will be appointed annually by the Executive Committee. His appointment will be notified to the A.G.M.
The Honorary Treasurer will be responsible to the Association through the Executive Committee for keeping the Association's accounts and membership records, for the collection and banking of all income, for the application of all funds as directed by the Executive Committee, for the preparation of the Association's annual accounts, for complying with the Executive Committee's obligations to the Charity Commission, for supplying the Executive Committee with such records and budgets as they may from time to time require, and for advising the Executive Committee on all financial matters and for whatever other duties the Executive Committee decide from time to time.
30. The Term of Office of the Elected Members of the Executive Committee.
The six elected members of the Executive Committee will be elected annually. They will hold office for one year from immediately after the announcement of their election at the Annual General Meeting. They may be elected five years running but thereafter there will be a gap of one year before they again become eligible for re-election.
31. Termination of membership of the Executive Committee.
A Member of the Executive Committee wll cease to hold office if he or she:-
(1) 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),
(2) becomes incapable by means of mental disorder, illness or injury of managing and administering his or her own affairs,
(3) 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
(4) notifies to the Executive Committee a wish to resign (but only if at least four members of the Executive Committee shall remain in office when the notice of resignation is to take effect).
32. Executive Committee Members Not to be personally interested.
Save as permitted under the Charities Act 2006 no member of the Executive Committee will acquire any interest in property belonging to the Association (otherwise than as a trustee of the Association) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
33. Regional Secretaries.
Regional Secretaries will be appointed annually by the Executive Committee as soon as possible after the Annual General Meeting.
34. Responsibilities of Regional Secretaries.
The Regional Secretaries will be responsible to the Executive Committee for inaugurating and supporting Official Prison Visiting at all penal establishments in their Region and for whatever duties the Executive Committee decide from time to time.
35. Vacancies - Chairman and Vice-Chairmen.
If the office of Chairman or Vice-Chairman becomes vacant during the year, the Executive Committee will elect one of their number as Acting Chairman or Acting Vice-Chairman until the next Annual General Meeting.
36. Vacancy - Honorary Treasurer.
If the office of Honorary Treasurer becomes vacant during the year, the Chairman, in consultation with the Officers, will make appropriate arrangements for a Temporary Treasurer until the next Honorary Treasurer is appointed by the Executive Committee.
37. Vacancies - Executive Committee Members.
If one or more vacancies occur during the year amongst the elected members of the Executive Committee, the remaining members of the Executive Committee may co-opt additional Members to replace them until the AGM.
38. Vacancies - Regional Secretaries.
The Executive Committee will endeavour to keep the whole of England and Wales covered by Regional Secretaries (and by Assistant Regional Secretaries as requisite) at all times.
39. The Annual Subscription.
Every Member will pay annually the national subscription decided from time to time at the Annual General Meeting.
This subscription will be paid in full on first joining the Association and thereafter will be due annually on April 6th.
Members (other than Honorary Life Members) who cease to pay their subscriptions will cease to be Members.
Subscriptions will be collected by whatever methods the Executive Committee from time to time decide.
40. Banking and the Application of Funds.
(1) The funds of the Association, including all donations, contributions and bequests, will be paid into one or more accounts opened and maintained by the Executive Committee in the name of the Association at such banks as the Executive Committee may from time to time decide.
Any cheque in excess of Two Hundred and Fifty Pounds, £250.00, (or such other sum as the Executive Committee may from time to time direct and have recorded in its official Minutes) must be signed by at least two members of the Executive Committee who have been nominated by the Executive Committee as signatories to these accounts. At the discretion of the Executive Committee one of these signatories may be the Honorary Treasurer.
(2) The funds belonging to the Association will be applied only in furthering the Object of the Association.
41. Accounts.
The Executive Committee will comply with their obligations under the Charities Act 1993 (or any Statutory Re-enactment or Modification of that Act) with regard to:-
(1) The Keeping of Accounting Records for the Association,
(2) The preparation of Annual Statements of Account for the Association,
(3) The auditing or independent examination of the statements of account of the Association, and
(4) The transmission of the statements of account of the Association to the Charity Commission.
42. The Annual Return to the Charity Commission.
The Executive Committee will comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the prearation of an Annual Return and its transmission to the Charity Commission.
43. Enactment of the Constitution.
This Amended Constitution will come into force immediately.
44. Amendments to the Constitution.
Subject to the following provisions of this article 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 that General Meeting must include notice of the resolution setting out the terms of the alteration proposed.
(i) No amendment may be made to Clauses 1, 3, 31, 45, or this clause without prior consent of the Charity Commission in writing,
(ii) No Amendment may be made which would have the effect of making the Association cease to be a Charity at law.
(iii) The Executive Committee should send the Charity Commission a copy of any amendment made under this clause promptly.
45. Termination of the Association.
If the Executive Committee decides that it is necessary or desirable to terminate the Association it will call a meeting of all Members, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) will be given.
If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee will have the power to realize any assets held by or on behalf of the Association.
Any assets remaining after the satisfaction of any proper debts and liabilities will be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the Members may determine or failing that will be applied to some other charitable purpose.
A copy of the Statement of Accounts, or account and statement, for the final period of the Association must be sent to the Charity Commission.
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