CONSTITUTION
A. Name
The name of the Association is Alsager Partnership (“the Partnership”)
B. Administration
Subject to the matters set out below the Partnership and its property shall be administered and managed in accordance with this constitution.
C. Objects
The Partnership’s objects (“the objects”) are:
“To promote for the public benefit, the improvement of the economic, social and cultural health of the Alsager Area.”
• The Partnership will create and publish annually an action plan to define its aims and objectives.
• The Partnership will liaise with the public, private, community and voluntary sectors in Alsager to ensure an effective mechanism for consultation and involvement.
D. Powers
In furtherance of the objects but not otherwise the Partnership may exercise the following powers:
(i) Power to raise funds and to invite and receive contributions provided that in raising funds the Partnership shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(ii) Power to buy, take on lease or in exchange any property (excluding land) necessary for the achievement of the objects and to maintain and equip it for use;
(iii) Power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Partnership;
(iv) Power to co-operate with charities, voluntary bodies and statutory authorities operating in furtherance of the objects and to exchange information and advice with them;
(v) Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(vi) Power to appoint and constitute such advisory committees as the Partnership may think fit;
(vii) Powers to do all such other lawful things as are necessary for the achievement of the objects.
E. Membership
Membership of the Partnership shall be open to:
1. Any person who is interested in furthering the work of the Partnership and who supports its vision and aims and objectives.
2. Every member shall have one vote.
3. The Partnership may unanimously and for good reason terminate the membership of any individual: Provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard, accompanied by a friend, before a final decision is made.
4. Representations to the Press or any external body relating to past, current or future business of the Partnership, by any member, must be done in liaison with the Chair, or in the absence of the Chair, the Vice Chair, and/or the Project Manager.
F. Election of Officers
At the annual general meeting of the Partnership the members shall elect from amongst themselves a Chairman and Vice Chair, who shall hold office from the conclusion of that meeting for a period of 12 months or until the next AGM.
G. Partnership
(1) The Partnership shall consist of not less than 12 voting members comprising:
Chairman and Vice Chairman 2
Congleton Borough Council 1 representative
Alsager Town Council 4 representatives
Business & Community members 5 representatives
(2) The Partnership will be supported by such co-opted officers as may be deemed appropriate to support the work of the Partnership, including the:
• Project Manager
• Alsager Town Clerk
• Borough Council Officer Representatives
• South East Cheshire Enterprise Representative
Co-opted officers will not have voting rights.
(3) The Partnership may in addition appoint not more than 4 co-opted members, but no one may be appointed as a co-opted member if, as a result, more than one third of the members of the Partnership would be co-opted members. Each additional appointment of a co-opted member shall be made at a special meeting of the Partnership called under clause (J) and shall take effect from the end of that meeting unless the appointment is to fill the place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
(4) The Partnership may in addition from time to time invite interested parties and advisory officers (non members) to be represented without voting rights.
(5) All elected officers 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.
(6) The proceeding of the Partnership shall not be invalidated by any vacancy amongst their number or by any failure to appoint or any defect in the appointment or qualification of a member.
(7) To maintain the political neutrality of the Partnership all elected representatives of political parties are to be precluded from holding any office of chair on the Partnership.
(8) No person shall be entitled to act as member of the Partnership until they have signed a declaration of acceptance and of willingness to act in the interest of the Partnership’s vision and aims and objectives as set out in the Objects.
H. Determination of Membership of the Partnership
A member of the Partnership shall cease to hold office if he or she:
(1) becomes incapable of managing and administering his or her own affairs;
(2) Is absent without permission from 3 consecutive meetings. The Partnership may resolve that his or her office be vacated; or
(3) Notifies to the Partnership a wish to resign (but only if at least five members of the Partnership will remain in office when the notice of resignation is to take effect).
I. Partnership Members Not to be Personally Interested
(1) No member of the Partnership shall acquire any interest in property belonging to the Partnership or receive remuneration or be interested (otherwise than as a member of the Partnership) in any contract entered into by the Partnership.
(2) All Partnership members should declare any interest or potential interest that may arise in respect of a project, contract or other matter to which the Partnership is or may become a party. The project Manager will maintain a register of the declared interests, which details the nature and extent of those interests. The register will be made available to members of the public. Where a conflict of interest is declared the member should not influence any decision on the matter. He/she should abstain from any vote and withdraw from the meeting room whilst the relevant matter is being discussed.
(3) No contact or other award should be made to a Partnership Member, company etc. in respect of which an interest has been declared without the prior approval of the Partnership. Whenever members are unsure of the seriousness of a potential conflict of interest, they should raise the issue in advance and seek Partnership guidance. Where there is any doubt they should err on the side of caution and withdraw.
J. Meetings and Procedures of the Partnership
(1) The Partnership shall hold at least six ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Partnership upon not less than 7 days notice being given to the other members of the Partnership of the matters to be discussed.
(2) The Chairman and Vice Chair shall act as Chair and Vice Chair at meetings of the Partnership. If the Chair or Vice Chair is absent from any meeting, the members of the Partnership present shall choose one of their number to be Chair of the meeting before any other business is transacted.
(3) There shall be a quorum when at least one third of the number of the members of the Partnership is present at a meeting.
(4) Every matter shall be determined by a majority of votes of the members of the Partnership present and voting on the question but in the case of equality of votes the Chairman of the meeting shall have a second or casting vote.
(5) The Partnership shall keep minutes of the proceedings at meetings or any sub-committee meetings.
(6) The Partnership may from time to time make and alter rules for the conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
(7) The Partnership may appoint one or more sub-committees consisting of at least one member of the Partnership for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Partnership 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 Partnership. Each sub group will develop its own terms of reference in agreement with the Partnership. The Partnership has power to disband or disassociate itself from any sub group that is not deemed to be working for the best interest of the Alsager Area, its community and Alsager Partnership as a whole.
K. Management Sub-Committee
A Management Sub-Committee comprising the Chair, Vice Chair of the Partnership, and the Alsager Project Manager, shall act on behalf of the Partnership in any matter that is of an urgent nature or requiring immediate action where it would be impractical or unreasonable to convene a full meeting of the Partnership. All actions of the sub-committee will be reported back to the Partnership for ratification at the earliest opportunity. The quorum for decision-making shall be any two of the three members.
L. Receipts and Expenditure)
(1) The funds of the Partnership, including all donations contributions and bequests, shall be paid into an account operated by SECE on behalf of the Alsager Partnership.
(2) The funds belonging to the Partnership shall be applied only in furthering the objects.
M. Accounts
SECE will hold the accounts on behalf of Alsager Partnership until such time as the Partnership has sufficient resources to establish its own accounts.
(1) The keeping of the accounting records for the Partnership
(2) The preparation of annual statements of account for the Partnership
(3) The auditing or independent examination of the accounts of the Partnership
N. Reports
Monitoring report
On a quarterly basis a summary report will be produced and circulated to Partnership members and relevant funding organisations outlining the work carried out by the Partnership over the preceding quarter and performance against the Action Plan.
Annual Report
On an annual basis, a report will be produced outlining the work of the Partnership over the preceding year and reporting on performance measured against the Action Plan. Normally this document will be produced at least 28 days in advance of the Partnership Annual General Meeting and will form the basis of reports given at the AGM.
Action Plan
On an annual basis the Partnership will publish an Action Plan clearly setting out the Partnership Vision and strategies. The Plan will document all Alsager Partnership supported and approved projects, providing implementation time-scales and planned actions. The Partnership objectives for the forthcoming year will be laid out and will form the basis for performance reporting. This document is intended for public circulation and will also provide information on joining the Partnership and initiating new community projects.
Projects directly managed by the Partnership (or through its Accountable Body). A quarterly financial report will be produced detailing monthly, annual and cumulative spend against budget together with anticipated year-end/final spend. This report will also include project milestone reporting. This information will be circulated to all Partnership members and relevant Funding Agencies as requested.
O. Annual General Meeting
(1) There shall be an annual general meeting of the Partnership, which shall be held in the month of September in each year or as soon as practicable thereafter.
(2) Every annual general meeting shall be called by the Partnership. At least 21 days notice of the annual general meeting will be given to all the members of the Partnership. All the members of the Partnership shall be entitled to attend the meeting.
(3) The Partnership shall present to each annual general meeting the annual report and accounts for the preceding year.
(4) Nominations for election to the Chair / Vice Chair must be made by members of the Partnership in writing and must be in the hands of the Project Manager at least 14 days before the annual general meeting. Should nominations exceed vacancies, elections shall be by ballot.
P. Special General Meetings
The Partnership may call a special general meeting of the Partnership at any time. If at least one third of the members request such a meeting in writing stating the business to be considered the Project Manager shall call such a meeting. At least 7 days must be given. The notice must state the business to be discussed.
Q. Procedure at General Meetings
(1) The Project Manager or other person specially appointed by the Partnership shall keep a full record of proceedings at every general meeting.
(2) There shall be a quorum when at least one third of the number of members of the Partnership is present.
R. Alterations to the Constitution
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. In such cases notification must be at least 7 days prior to the general meeting.
S. Dissolution
If the Partnership decide that it is necessary or advisable to dissolve the Partnership it shall call a meeting of all members of the Partnership, 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, the Partnership shall have power to realise any assets held by or on behalf of the Partnership. Any assets remaining after the satisfaction of any debts and liabilities shall be given or transferred to a body having objects similar to the objects of the Partnership as the members of the Partnership may determine or failing that shall be applied for some other charitable purpose.
Adopted on the 3rd.day of September 2008
