Articles of Association of

Wesley College Old Boys Union (UK)

(Constitution)

(A) GENERAL

In these presents the words standing in the first column of the table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context-(quote out of- meaning)

And words importing the singular number only shall include the plural number and vice versa

Words importing the masculine gender only shall include the famine gender.

Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these present become binding on the Association, if not inconsistent with subject or context, bear the same meanings in these presents.

The “Management committee” means Executive committee.

The “Union” Means the Associations

The “Chairperson” means President.

(B) ADMINISTRATION

Subject to the matters set out below, the Association and its property shall be administered and managed in accordance with this Constitution by the members of the Management Committee, constituted under Clause I of this Constitution (hereinafter referred to as “the Management Committee”).

(C) AIMS/OBJECTIVES

The Association’s objectives are to promote charitable purposes for the benefit to Wesley College and communities in the Wesley College

1. Advancement of education;
2. Provide Scholarships and for the provision of prizes for the educational achievements
3. Provide assistance for the recreational facilities and improve conditions
4. Take part in Sports events/Tournaments held in auk.

(D) POWERS

In furtherance of the objectives but not otherwise, the Management Committee may exercise the following powers:

1. Raise funds, invite and receive contributions, provided that the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

2. Buy, take on lease or exchange any property necessary for achieving the Association’s aims/ objectives, maintain and equip such property for use;

3. Sell, lease or dispose of any part or all of the property of the Association, subject to any consent required by law;

4. Borrow money and to charge all or any part of the property of the Association with repayment of the money borrowed, subject to any consent required by law;

5. Employ staff as are necessary (excluding members of the Management Committee) for pursuit of aims/objectives and make all reasonable and necessary provisions for payments;

6. Appoint any advisory committee as the Management committee deems fit;

7. Establish or support any association, institution or charitable trust, which has been formed for all or any of the aim/objectives of the Association;

8. Cooperate or work in collaboration with other charities, statutory authorities, institutions and voluntary bodies in the United Kingdom as well as overseas, which have similar charitable aims/objectives as the Association;

9. Establish partnerships with other agencies or undertake lawful activities on behalf of any overseas charity, provided that such activities remain within the aims/objectives of the Association;

10. Establish branches or offices overseas for the provisions of services, in furtherance of the aims/objectives, within the jurisdiction of the laws of the United Kingdom;

11. Perform all such other lawful things as are necessary for the achievement of the aims/objectives of the Association.

(E) MEMBERSHIP

1. Membership of the Association is open to any person who has been a student or teacher at Wesley College.

2. Honorary Life Membership is nominated at Management Committee to the person sub-clause (E 1), has made or continues to make an outstanding contribution to the advancement of the College.

3. A Member shall be admitted to Life Membership on a payment of the Life Membership fee.

4. Associate Membership

(a) Open to Sons of Old Boys of Wesley College.

(b) Eligible to take part in all activities of the WCOB (UK).

(c) Represent all sports competitions

(d) Associate Members sub-clause (4a) not eligible to vote at the 

Annual General and Special meeting or nominated to Management Committee.

5. If a membership fee remains unpaid 30 days before AGM such a member shall not be eligible for election to the Executive Committee and not eligible to vote in an Annual General Meeting.

6. Every paid member shall have one vote.

7. The membership is not transferable to anyone else.

8. The Management Committee shall maintain a Register of Members, which shall be made available to members on request for inspection.

9. The Management Committee may make rules in relation to membership and may at any time annul or vary any rule, and the rules for the time being shall be binding on all members and shall have full effect accordingly. Without prejudice to the generality of the foregoing provision, rules may be made with reference to the rights, privileges, restrictions and conditions attaching to membership.

10. Annual Membership Fee, which shall be determined at the Annual General Meeting.

11. Management Committee may its Discretion allow a reduced membership Fee for Retired members and Students Only.

12. Life Membership ten times the current annual Membership.

(F) TERMINATION OF MEMBERSHIP

1. The membership of a person is terminated if

1. the member dies;

2. the member resigns by written notice to the Management Committee;

3. Any sum due from the member to the Association is not paid in full within six months of it falling due.

2. The Management Committee may unanimously and for good reason terminate the membership of any person, provided that the person concerned shall have the right to be heard by the Management Committee, accompanied by a friend, before a final decision is made.

(G) ANNUAL GENERAL MEETING (AGM)

1. An Annual General Meeting of the Association shall be held in the month of November in each year or as soon as is practicable thereafter.

2. The Management Committee shall call every Annual General Meeting. The Secretary shall give at least 21 days notice for the Annual General Meeting to all members of the Association. All paid members shall be entitled to attend and vote at the meeting

3. The quorum for the Annual General Meeting shall be fifteen.

4. The Management Committee shall present at each Annual General Meeting the report and accounts of the Association for the preceding year.

5. Nominations for election to the Management Committee by members of the Association must be made in writing and must reach the Secretary at least 14 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.

6. The Secretary, or other person specially nominated by the Management Committee shall keep a full record of proceedings at every Annual General Meeting of the Association.

7. The first Meeting of Management Committee shall be held 45 days after the annual General Meeting.

8. If the Management Committee Meeting is not held within this period, six members of the Management Committee can summon for a meeting of the Management Committee.

(H) SPECIAL GENERAL MEETING (SGM)

1. The Management Committee may call a Special General Meeting of the Association at any time. If at least 10 members request such a meeting in writing stating the business to be considered, the Secretary shall call such a meeting. At least 21 days notice shall be given for the meeting and such notice shall state the business to be discussed.

2. The Secretary, or other person specially nominated by the Management Committee shall keep a full record of proceedings at every Special General Meeting of the Association.

3. The quorum for a Special General Meeting shall be fifteen (15)

 

(I) OFFICERS AND MANAGEMENT COMMITTEE

1. The Management Committee shall be elected at an Annual General Meeting of the Association by the members The persons elected to the Management Committee shall be paid members of the Association as defined in clause E(1)

2. The officers of the Union shall comprise: Patrons, Vice Patrons, Honorary President, Honorary Vice President (2), Honorary Secretary, Honorary Assistant Secretary, Honorary Treasurer, Honorary Assistant Treasurer, Honorary Social Secretary, Honorary Membership Secretary, Honorary Sports Secretary and Honorary Public Relations/Editorial Secretary.

3. The following officers The President, Vice Presidents(2), Secretary, Assistant Secretary Treasurer, Assistant Treasurer ,Membership Secretary, Social Secretary, Sports Secretary ,Public relations/Editorial Secretary and six committee members will form the Executive Committee.

4. In the event of an officer falling vacant, the Executive committee shall invite a member of the Union to hold office until the Next Annual General meeting.

5. The President, Secretary and Treasurer shall be honorary positions shall become the principal officers of the Union.

6. The officers shall be elected by a simple majority vote at the Annual General Meeting, by full members as defined in clause E(1).

7. Only full members a defined in clause E (1) and who have been member for at full year shall be eligible to hold office.

8. All members of the Management Committee shall cease to hold office at the end of the next Annual General Meeting after the date on which they came into office but they may be re-elected.

9. The proceedings of the Management 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.

10. All officers and Management Committee members shall retire each year and offer themselves for re-election. No member shall hold office for more than four years with exception of the President who shall not hold office for more than two consecutive years except where there are no suitable candidates to fill the post.

11. No person shall be entitled to become a member of the Management Committee whether on a first or subsequent entry into office until after signing, in the book for such purpose, a declaration of acceptance and willingness to act in accordance with the rules and policies of the Association and to give effect to the aims/objectives of the Association in cooperation with the other members of the committee.

(J) DETERMINATION OF THE MEMBERSHIP OF THE MANAGEMENT COMMITTEE

A member of the Management Committee shall cease to hold office if such person:

1. is disqualified from acting as a member of the Management Committee by virtue of section 72 of the 3 (or any statutory re-enactment or modification of that provision);

2. ceases to be a member of the Association;

3. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

4. is absent from without permission of the Management Committee from three consecutive meetings and the Management Committee resolves that his or her office has been vacated; or

5. Notifies the Management Committee, in writing, of his or her wish to resign.

(K) PERSONAL INTERESTS OF THE EXECUTIVE COMMITTEE

No member of the Management Committee shall acquire any interest in property belonging to the Association (otherwise than as a trustee of the Association) or receive remuneration or accrue any interest (otherwise than as member of the Management Committee) in any contract entered into by the Management Committee.

(L)  MEETINGS OF THE MANAGEMENT COMMITTEE

1. The Management Committee shall hold at least two ordinary meetings each year. A special meeting of the Management Committee may be called by at any time by the President or by any two members of the Management Committee upon not less than four days notice being given to other members of the Management Committee of matters to be discussed.

2. The President, Secretary and Treasurer shall be agreed upon at the first meeting of the Management Committee from among the members of the Management Committee.

3. The President shall chair meetings of the Management Committee and if the President or Vice President is absent at any meeting, the members of the Management Committee present shall choose one person among them as President of the meeting before commencement of any other business.

4. In case of equality of votes when a matter is decided by vote, the President of the meeting shall be entitled to a second or casting vote.

5. The quorum for a Management committee shall be eight (8) Management committee members and any two of the following officers are present: The President, Secretary and Treasurer.

6. The Management Committee shall keep minutes, in books for the purpose, of the proceedings at meetings of the Management Committee and any sub-committee.

7. The Management Committee may from time to time make or alter rules for the conduct of their business, the summoning and conduct of their meetings and custody of documents. No rule shall be made which is inconsistent with this Constitution.

8. The Management Committee may appoint one or more sub-committees consisting of three or more members of the Management Committee for the purpose of making any enquiry or supervising performing any function or duty, which in the opinion of the Management Committee would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Management Committee.

(M)  DUTIES OF OFFICE BEARERS

The President: Shall preside at all Committee, Annual and Special General Meeting.

Vice-President: In the absent of President All the meeting will be presided.

The Secretary: At the Annual General Meeting submit a report covering the activities of the union during the preceding Calendar Year. Shall attend Committee meeting of the Union, record minutes of the proceedings. Notify members of forthcoming meetings, deal with correspondence and any other duties as appropriate.

Assistance Secretary: Assist Secretary and shall deputies the Secretary in his absence at the Management Committee, AGM and SGM.

The Treasurer: Shall keep proper records of the accounts and books. A statement of Audited accounts for the previous year presented at the AGM. Honorary Auditor elected at the Annual General Meeting.

Assistant Treasurer: In the absent of Treasurer, to take the Treasurer’s duties. Assist the Treasurer at all time.

Sports Secretary: Shall be Main representative at all sports tournament committees organised in the United Kingdom. A second representative can be   appointed at AGM or at the first Committee Meeting.

Pro/Editorial Secretary: Update Website and Produce newsletters on the activities of the Union.

Membership Secretary: Responsible to enrol new members collect the annual subscription fee and maintain membership list.

(M1) Association Representative:

 

Must at all times liaise with the Management Committee and act upon Management Committee's decisions or instructions.

 

(N) NOTICES

1. Any notice, required to be served, on any member of the Association shall be in writing and shall be served by the Secretary or the Management Committee on the member either personally or by sending it through the post in a letter addressed to his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within ten days of posting.

2. Any notice may be given using electronic communications to the electronic address of the member. In the case of an electronic communication, it shall deemed that it has been received within 48 hours.

(O) RECEIPTS AND EXPENDITURE

1. The funds of the Association, including all donations, contributions and bequests, shall be paid into an account operated by the Management Committee in the name of the Association at such bank as the Management Committee shall decide from time to time. All cheques drawn on the account must be signed by at least two members of the Management Committee.

2. The funds of the Association shall be used only in the furtherance of its aims/objectives.

(P) PROPERTY

The Management Committee shall cause the title to

1. all land held by or in trust for the Association which is not vested in the Official Custodian for Charities; and

2. all investments held by or on behalf of the Association 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 Management Committee at their pleasure, and shall act in accordance with the lawful directions of the Management Committee. Provided they act in accordance with the lawful directions of the Management Committee, the Holding Trustees shall not be liable for the acts and defaults of its members.

(Q) ACCOUNTS AND FINANCES

The Management Committee shall 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
4. The transmission of the statements of account of the Association to the Charity Commissioners.
5. The accounting Year of the Union shall be 1^stJanuary to 31^st December.
6. The Union shall open and operate a Bank account in the name of the Union and the Cheque will be signed by at least two of the following officers, President, Secretary, Treasurer or a senior committee member.

(R) ANNUAL REPORT

The Management 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 its transmission to the Charity Commissioners.

 

(S) ANNUAL RETURN

The Management 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 Return and its transmission to the Charity Commissioners.

(T) AMENDMENTS TO THE CONSTITUTION

1. Subject to the other provisions of this clause, the Constitution may be amended 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 shall include notice of the resolution, setting out the terms of the amendment proposed.

2. No amendment may be made to clause A (the Name of the Association clause), clause C (the Aims/Objectives clause), clause K (Personal Interests of the Executive Committee clause), clause T (the Dissolution/Winding up clause) or this clause without the prior consent in writing of the Charity Commissioners.

3. No amendment may be made which would have the effect of making the Association cease to be a charity in law.

4. The Management Committee shall promptly send to the Charity Commissioners a copy of any amendment made under this clause.

(U) DISSOLUTION/WINDING UP

If the Management Committee decides that it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association of which not less than 21 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 Management Committee shall have the power to realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to Wesley College Colombo Sri-Lanka or institutions having objects similar to the aims/objectives of the Association as the members of the Association may determine or failing that shall 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 Association shall be sent to the Charity Commissioners.

25 Dec 2006