Constitution of
Congleton Sustainability Group

An Unincorporated Not-For-Profit Association

Name

1.1.The name of the Association shall be Congleton Sustainability Group.
Area

1.2.The area covered by Congleton Sustainability Group is Congleton Town and the surrounding rural community.

Aims

1.3.The aims of the Congleton Sustainability Group shall be:

1.3.1.to raise awareness of the issues associated with the twin challenges of climate change and peak oil and the consequent need to develop a low carbon, sustainable future through ethical, social, cultural, economic, environmental and community action

1.3.2.to promote, encourage and support the development of education and research concerning areas affected by resource depletion

1.3.3.to provide the membership, other groups or organisations and individuals with the encouragement and support necessary to make the transition to a low carbon, sustainable, ethical future.

Objectives

1.4.The objectives for which the Congleton Sustainability Group is established are:

1.4.1.to create and help implement an Energy Descent Action Plan (EDAP) for Congleton and the surrounding area

1.4.2.to support and encourage local action on climate change and peak oil

1.4.3.to support work with other transition towns and similar community led initiatives

1.4.4.to engage with other organisations, including statutory, voluntary and business, where appropriate, in pursuit of its aims and objectives.

Powers

1.5.In furtherance of these aims and objectives Congleton Sustainability Group may:

1.5.1.publish and distribute information

1.5.2.engaging, support and promote education and research

1.5.3.raise funds, including collect and receive monies in the way of grants, donations, subscriptions, legacies, gifts of any description and membership fees where required

1.5.4.run events

1.5.5.recruit volunteers

1.5.6.employ staff

1.5.7.buy or lease premises and equipment

1.5.8.enter into contracts

1.5.9.undertake any trade, business, enterprise, project or venture which could contribute to the delivery of the aims and objectives

1.5.10. participate in any other activity that could help deliver the stated aims and objectives.

Membership

1.6.There will be two forms of membership of the Congleton Sustainability Group, individual and representing an organisation. Each member shall be entitled to one vote.

1.7.A person or organisation shall become a member of the Congleton Sustainability Group by:

1.7.1.agreement with the aims and objectives of the Congleton Sustainability Group and this its constitution

1.7.2.completion of a Membership Application Form, which will be submitted to the next general meeting for acceptance.

1.7.3.annual re-affirmation of membership.

1.8.A member shall cease to be a member through one of the following:

1.8.1.resignation, or failing to re-affirm membership when invited to do so

1.8.2.being requested to resign by three quarters of the members voting to this effect at a General Meeting

1.8.3.death or dissolution.

1.9.Any member expelled shall have the opportunity to defend themselves at an Extraordinary General Meeting where they shall have the fullest opportunity to answer any allegations made against them.

1.10.Congleton Sustainability Group fully supports the UN Declaration of Human Rights (General Assembly resolution 217 A (III) of December 1948.

Not for Profit

1.11.Congleton Sustainability Group shall not trade for profit. Any surplus shall be applied as follows, in such proportion and in such manner as the Annual General Meeting shall decide from time to time:

1.11.1.to a general reserve for the continuation and development of Congleton Sustainability Group

1.11.2.to payment in good faith to any member in return for services rendered, of reasonable wages, bonuses and repayments of expenses, interest on money borrowed, or reasonable rent on premises or equipment demised or let to Congleton Sustainability Group.

General Meetings

1.12.The running of the Congleton Sustainability Group is subject to regular review and all members are encouraged to participate.

1.13.Regular general meetings will be held (no less than quarterly). Notice of general meetings shall be given at least 14 days in advance (unless rule applies).

1.14.Any three members or 10% of members (whichever is greatest) may call a general meeting.

1.15.Communication of all general meetings will either be sent (by post or electronically) to all members, or shall be displayed at a location (real or virtual) agreed in advance by general meeting.

1.16.Congleton Sustainability Group shall in each calendar year hold a general meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it.

1.17.An Annual General Meeting must be called by at least 21 days notice, unless three quarters of all members entitled to attend and vote decide on short notice. This short notice must still be given to all members.

1.18.The first Annual General Meeting shall be held within 18 months of formation. Subsequent Annual General Meetings shall be held not more than 15 months after the holding of the last preceding Annual General Meeting.

1.19.The Annual General Meeting must consider accounts, balance sheets, reports of the accountants/bookkeepers and the appointment of, and fixing of the remuneration of, the accountants/bookkeepers.

Proceedings at General Meetings

1.20.Each member whether an individual or representing an organisation, shall have one vote. Non-members are welcome to attend, but may not vote.

1.21.No business shall be transacted at a general meeting unless a quorum of members is present. Unless and until otherwise decided by a general meeting, five members shall be a quorum.

1.22.If such a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or such time and place as all members present agree to. All members shall be given such notice as is practicable of that time, date and place of that adjourned meeting.

1.23.A facilitator shall be drawn by descending an alphabetical list of members. Facilitating a general meeting is voluntary and passes to the next name on the register of members until the named person is willing to facilitate a useful meeting.

1.24.The facilitator may, with the consent of the meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which adjournment took place.

1.25.When the meeting is adjourned for 14 days or more, at least 7 clear days notice shall be given specifying that time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give such notice.

1.26.All decisions at a General Meeting shall be made by consensus following the fullest discussion in which all members are entitled to speak freely. By consensus is meant a situation where those not in agreement agree not to maintain an objection. In the event of consensus not being reached the matter shall be adjourned to the next meeting when another attempt at consensus will be tried. If consensus is still not reached the matter will be decided if ¾’s of those voting vote in favour.

1.27.The Chairman or facilitator at any meeting shall not have a second or casting vote on the resolution shall be deemed to be lost if there is an equality of votes.

Elected Officers and Committees

1.28.The general meeting shall appoint a Chair, Treasurer and a Coordinator/Secretary. In addition, a Minute Taker may be appointed when required.

1.29.A general meeting may appoint roles to members to perform duties and may delegate powers as necessary.

1.30.If a general meeting chooses it may appoint a committee (or committees, sub-committees, subgroups, working groups and research groups) to operate within parameters set by the general meeting and with powers delegated from general meeting.

1.31.Committees may appoint roles to members and or form subcommittees, subgroups, working groups and research groups to perform duties and may delegate powers as necessary.

1.32.If the day-to-day management of the Congleton Sustainability Group is delegated to a management committee then the management committee will be known as the ' Steering Group '.

1.33.No business shall be transacted at a 'Steering Group ' meeting unless a quorum of members is present. Unless and until otherwise decided by general meeting , three members shall be a quorum.

1.34.The Steering Group will report its past activities to the quarterly general meeting. It will also prepare plans for the forthcoming quarter to be approved by that quarterly general meeting.

1.35.The Steering Group will be composed of all officers elected by general meeting together with all members elected by general meeting to serve as steering group members.

1.36.The Steering Group may co-opt members of the committee members so long as these co-opted individuals make up no more than 25% of the Steering Group.

1.37.The Steering Group may co-opt non-members to be committee members, so long as these co-opted individuals make up no more than 15% or two individuals, whichever is the larger of the Steering Group.

1.38.The Treasurer shall be responsible for keeping a true record of accounts as stated in rule

1.39.The Coordinator/Secretary shall be responsible for:

1.39.1.giving proper notice of meetings

1.39.2.receiving items for inclusion on the agenda of general meetings up to 3 days before said meeting

1.39.3.keeping proper records as stated in rules , and .

Records

1.40.Congleton Sustainability Group shall keep a register of members stating when members were admitted and when they relinquish membership together with any member appointed roles or committee memberships held.

1.41.Congleton Sustainability Group shall keep minute books in which the dates, times and places of general meetings, along with decisions reached during those meetings and members present at those meetings are noted for all members to refer to.

Accounts

1.42.Congleton Sustainability Group shall keep a record of the sum and nature of expenditure and receipts of monies, all sales and purchases of goods and all its assets and liabilities.

1.43.Congleton Sustainability Group can borrow, but that investment cannot carry control or votes in any way. A borrowing should not be more than 2% above the base lending rate.

1.44.The records, including accounts, shall be kept in a place decided by the general meeting, and shall always be open to the inspection of all members at reasonable hours and by other persons authorised by Congleton Sustainability Group in general meeting.

Indemnity

1.45.Every member or auditor or officer of the Congleton Sustainability Group shall be indemnified out of the assets of the Congleton Sustainability Group against all losses or liabilities incurred by him/her in or about the execution discharge of the duties of his/her office, except to the extent that such losses or liabilities shall be attributed to either:

1.45.1.fraud or other matters in respect of which such person concerned shall be convicted of a criminal offence; or

1.45.2.negligence; or

1.45.3.actions knowingly beyond the scope of a specific authority or limit thereon on the part of such person.

Secondary Rules, Bylaws and Standing Orders

1.46.Rules, bye-laws and standing orders can be made by Congleton Sustainability Group in general meeting and/or by those officers or committees that have been delegated authority by general meeting, so long as any rules, bye-law and standing orders do not conflict with this constitution or the will of the general meeting.

Changing Rules

1.47.Any rule in this constitution can be dropped or changed or a new rule made at a General Meeting, except for rules , and which shall not be changed.

1.48.A General Meeting that will consider a new or changed rule cannot be called with less than 21 clear days notice to all members. This notice must clearly state the change proposed and the date, time and location of the General Meeting.

Dissolution

1.49.in the event of winding up or dissolution of the Congleton Sustainability Group, after the satisfaction of all its debts and liabilities, the assets remaining shall be given or transferred to some other not-for-profit organisation chosen by the members based in the Town of Congleton.

We the undersigned subscribe to this constitution: