Constitution

1. Name. The name of the organization shall be Friends of Woolley, an association formed by residents of Woolley and supporters of their aims and objectives.

2. Aims and Objectives. The aims and objectives of Friends of Woolley are:

2.1 To improve conditions, the environment, facilities and services for the residents of Woolley, Bradford on Avon, Wiltshire.

2.2 To conserve and enhance the natural and built environment of Woolley.

2.3 To represent the welfare of Woolley residents and to counter any disadvantage or discrimination.

2.4 To help solve problems in Woolley and adjacent areas which have a bearing on Woolley.

2.5 To raise funds to help finance Friends of Woolley and its activities including the levy of member subscriptions.

2.6 To foster a community spirit through communication and the organisation of appropriate initiatives and events.

2.7 Friends of Woolley is and will remain a totally independent and non-political organisation.

2.8 On any issue which would be to the benefit of Woolley, Friends of Woolley will work with other organisations as appropriate but will never be obligated at any time to support such other organisations.

3. Membership

3.1 Membership of Friends of Woolley shall be open to all residents of the Woolley area, and others who support the aims and objectives of Friends of Woolley, irrespective of nationality, race, colour, culture, gender, age, religious opinion, political opinion, disability, sexuality, marital status, parental status, class, health, criminal record or any other reason.

3.2 Each and every member of Friends of Woolley will be given the same standard of help and guidance by Friends of Woolley whether or not supporting the association on any particular issue.

3.3 All members will have free and open access to any information held by Friends of Woolley excepting any member’s personal details. Such details shall be held securely and used only for the purposes of internal communication and pursuance of the objectives of Friends of Woolley.

3.4 It shall be a condition of membership that members support the aims and objectives of Friends of Woolley and at all times conduct themselves in a reasonable manner at meetings or in premises used by Friends of Woolley. Any member may be excluded for breach of these conditions, or for any other conduct contravening the objects of Friends of Woolley, by majority of those present and voting at any Executive or General meeting. Any member so excluded shall have the right to appeal to the following General Meeting.

4. Annual General Meeting

4.1 The Secretary shall arrange an Annual General Meeting for the purpose of receiving the Annual Report of the Chairperson and Treasurer, together with the Annual Statement of Accounts. Retiring members of the Executive shall stand down and new members shall be elected according to the rules governing terms of service laid down in paragraph 5.2. Only members attending the meeting shall be entitled to vote.

4.2 A Special General Meeting may be called at written request to the Secretary of not less than five members stating what business they wish to discuss at the meeting. Members will be given 14 days’ notice of a Special General Meeting.

5. Conduct of business

5.1 The business of Friends of Woolley shall be conducted by an Executive elected by the Annual General Meeting, which shall consist of a Chairperson, Treasurer, Vice-Chairperson, Secretary (the Officers), and not less than three other persons, together with such other officers as the Annual General Meeting shall from time to time agree. The composition of the Executive shall be as far as possible representative of the population covered by Friends of Woolley. Friends of Woolley Working with the community www.friendsofwoolley.org.uk email: executive@friendsofwoolley.org.uk

5.2 All members shall normally be appointed for a term of three years. The Secretary and Treasurer may each serve for a maximum of five years unless otherwise agreed by the Annual General Meeting. Following completion of a full term of service members of the Executive may offer themselves for election to a different office but otherwise shall stand down for one year before offering themselves for re-election to the Executive.

5.3 The election or removal of Officers or Executive members may only be carried out by a General Meeting of Friends of Woolley. The Executive may temporarily fill any vacancy arising among the officers of Friends of Woolley from its other members, and co-opt new members for specific purposes until the next General Meeting of members.

5.4 Any Executive member not attending three consecutive Executive meetings shall be asked to relinquish their position (members’ special circumstances will be taken into consideration, if a member informs the Executive of their situation.

6. Duties of Officers

6.1 The Treasurer shall open and maintain a banking account or accounts in the name of Friends of Woolley. All cheques shall be signed by two of the three authorised signatories chosen from the Chairperson, Secretary and Treasurer, one signature being that of the Treasurer. The Treasurer shall keep proper accounts of income and expenditure and report on them or deliver them up as required by the membership of the Annual General Meeting.

6.2 The Secretary shall be responsible for the convening of all meetings and the giving of the prescribed notice to members. He/she shall ensure that a proper record is kept of all meetings of Friends of Woolley, its Executive and any committees, in the form of minutes, and shall deliver up such records as required by the Executive or General Meeting. The Secretary shall permit the minutes to be examined on receipt of not less than seven days’ notice by any two members of Friends of Woolley.

6.3 The Chairperson (or in his/her absence, the Vice-Chairperson or other Executive member) shall conduct the meetings of Friends of Woolley.

6.4 Friends of Woolley shall make available such funds as will enable them to perform this function.

7 Quorum

7.1 The quorum for Executive meetings shall be one-third of its elected membership including the Chairperson or Vice-Chairperson.

7.2 The quorum for all General Meetings shall be one-third of the membership or five members, whichever is the less.

8. Notice of meetings

8.1 Notice of all General Meetings where required shall be sent to each member’s dwelling and shall include the date, time, and place of the meetings and an agenda to be discussed. At least 14 days’ notice of the General Meeting shall be given to all members.

9. Executive meetings

9.1 The Executive shall meet as necessary and not less than four times in each year. Executive meetings shall be open to any member of Friends of Woolley wishing to attend who may speak, but not vote.

10. Committees

10.1 The Executive may appoint such committees as may be required to carry out the activities of Friends of Woolley, including panels of Friends of Woolley members that work online. Such committees shall be directly accountable to the Executive.

10.2 The Executive shall agree in advance the terms of reference of any committee which may then act and apply finance raised by itself or on its behalf only within those terms.

10.3 The Treasurer and Chairperson of Friends of Woolley shall be ex-officio members of any committee.

10.4 The Executive can co-opt members onto the committees.

11. Alterations to the Constitution Friends of Woolley Working with the community www.friendsofwoolley.org.uk email: executive@friendsofwoolley.org.uk

11.1 This Constitution may only be amended or altered at an Annual General Meeting or a General Meeting called specifically for that purpose, the Secretary having received written notice of a resolution beforehand.

11.2 At least 14 days’ notice of the General Meeting shall be given to all members. Such amendments or alterations shall then require a two-thirds majority of those present.

12. Dissolution

12.1 Friends of Woolley may be dissolved by a two-thirds majority at an Annual General Meeting or Special Meeting. In the event of dissolution of Friends of Woolley, surplus funds will be distributed to a local organisation, or local organisations, benefiting the residents of Woolley by decision of the same meeting.

8 May 2005, updated 6 June 2010, further updated 22 May 2016, reviewed 5 May 2017.