ARTICLES OF ASSOCIATION
COMPANIES ACTS 1985 & 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF NATIONAL COMMUNITY SAFETY NETWORK
AS AMENDED BY SPECIAL RESOLUTION ON THE 12TH JUNE 2002
1. NAME
The name of the company is National Community Safety Network ('the Charity').
2. REGISTERED OFFICE
The registered office of the Charity is to be in England and Wales.
3. OBJECTS
The objects of the Charity ('the Objects') are:
3.1 to promote for the public benefit the protection of people and property
by the promotion of community safety in the United Kingdom and elsewhere
("the area of benefit") through strategic and social crime prevention
methods and measures and the promotion of good practice within criminal justice
systems in relation to such methods and measures in order to reduce crime
and disorder, victimisation and the fear of crime.
3.2 to advance the education of the public in all aspects of strategic and
social crime prevention.
4. POWERS
The Charity has the following powers, which may be exercised only in promoting
the Objects:
4.1 To co-operate with other bodies in the United Kingdom and elsewhere
in the promotion of community safety by developing practitioner networks
and advancing good practice in the field of community safety
4.2 To provide or assist in providing conferences, seminars and training
events
4.3 To promote or carry out research and publish the useful results
4.3 To publish or distribute information
4.4 To support, administer or set up other charities
4 5 To raise funds (but not by means of taxable trading) and appeal for
and receive any contribution, donation, grant or gift of money or property
4.6 To borrow money and give security for loans (but only in accordance
with the restrictions imposed by the Charities Act 1993)
4.7 To acquire or hire and manage, maintain or improve property of any kind
4.8 To sell, let or dispose of property of any kind (but only in accordance
with the restrictions imposed by the Charities Act 1993)
4.9 To make grants or loans of money and to give guarantees
4.10 To set aside funds for special purposes or as reserves against future
expenditure
4.11 To deposit or invest funds in any manner including establishment of
a trading arm (but to invest only after obtaining advice from a financial
expert and having regard to the suitability of investments and the need for
diversification)
4.12 To delegate the management of investments to a financial expert, but
only on terms that:
4.12.1 the Trustees set down the investment policy in writing for the
financial expert
4.12.2 every transaction is reported promptly to the Trustees
4.12.3 the performance of the investments is reviewed regularly with the
Trustees
4.12.4 the Trustees are entitled to cancel the delegation arrangement
at any time
4.12.5 the investment policy and the delegation arrangement are reviewed
at least once a year
4.12.6 all payments due to the financial expert are on a scale or at a
level which is agreed in advance and are notified promptly to the Trustees
on receipt
4.12.7 the financial expert must not do anything outside the powers of
the Trustees
4.13 To arrange for investments or other property of the Charity to be held
in the name of a nominee (being a corporate body registered or having an
established place of business in England and Wales) under the control of
the Trustees or of a financial expert acting under their instructions and
to pay any reasonable fee required
4.14 To insure the property of the Charity against any foreseeable risk
and take out other insurance policies to protect the Charity when required
4.15 To insure the Trustees against the costs of a successful defence to
a criminal prosecution brought against them as charity trustees or against
personal liability incurred in respect of any act or omission which is or
is alleged to be a breach of trust or breach of duty, unless the Trustee
concerned knew that, or was reckless whether, the act or omission was a breach
of trust or breach of duty
4.16 Subject to clause 5, to employ paid or unpaid agents, staff or advisers
and make provision for pensions and superannuation for paid staff
4.17 To enter into contracts to provide services to or on behalf of other
bodies
4.18 To establish subsidiary companies to assist or act as agents for the
Charity
4.19 To amalgamate with any other charitable body with similar objects
4.20 To pay the costs of forming the Charity
4.21 To do anything else within the law which promotes or helps to promote
the Objects.
5. BENEFITS TO MEMBERS AND TRUSTEES
5.1 The property and funds of the Charity must be used only for promoting
the Objects and do not belong to the members of the Charity but
5.1.1 members who are not Trustees may be employed by or enter into contracts
with the Charity and receive reasonable payment for goods or services supplied
5.1.2 members (including Trustees) may be paid interest at a reasonable
rate on money lent to the Charity
5.1.3 members (including Trustees) may be paid a reasonable rent or hiring
fee for property let or hired to the Charity
5.1.4 individual members who are not Trustees but who are beneficiaries
may receive charitable benefits in that capacity.
5.2 A Trustee must not receive any payment of money or other material benefit
(whether directly or indirectly) from the Charity except
5.2.1 as mentioned in clauses 4.15, 5.1.2, 5.1.3 or 5.3.
5.2.2 reimbursement of reasonable out-of-pocket expenses (including hotel,
subsistence, travel and childcare costs) actually incurred in running the
Charity
5.2.3 an indemnity in respect of any liabilities properly incurred in
running the Charity (including the costs of a successful defence to criminal
proceedings)
5.2.4 payment to any company in which a Trustee has no more than a 1 per
cent shareholding
5.2.5 in exceptional cases, other payments or benefits (but only with
the written approval of the Commission in advance).
5.3 Any Trustee (or any firm or company of which a Trustee is a member or
employee) may enter into a contract with the Charity to supply goods or services
in return for a payment or other material benefit but only if
5.3.1 the goods or services are actually required by the Charity
5.3.2 the nature and level of the remuneration is no more than is reasonable
in relation to the value of the goods or services and is set in accordance
with the procedure in clause 5.4
5.3.3 no more than one half of the Trustees are subject to such a contract
in any financial year.
5.4 Whenever a Trustee has a personal interest in a matter to be discussed
at a meeting of the Trustees or a sub-committee the Trustee concerned must:
5.4.1 declare an interest at or before discussion begins on the matter
5.4.2 withdraw from the meeting for that item unless expressly invited
to remain in order to provide information
5.4.3 not be counted in the quorum for that part of the meeting
5.4.4 withdraw during the vote and have no vote on the matter.
5.5 This clause 5 may not be amended without the prior written consent
of the Commission.
6. LIMITED LIABILITY
The liability of members is limited.
7. GUARANTEE
Every member promises, if the Charity is dissolved while he or she remains
a member or within 12 months afterwards, to pay up to £1 towards the
costs of dissolution and the liabilities incurred by the Charity while the
contributor was a member.
8. DISSOLUTION
8.1 If the Charity is dissolved the assets (if any) remaining after provision
has been made for all its liabilities must be applied in one or more of the
following ways:
8.1.1 by transfer to one or more other bodies established for exclusively
charitable purposes within, the same as or similar to the Objects
8.1.2 directly for the Objects or charitable purposes within or similar
to the Objects
8.1.3 in such other manner consistent with charitable status as the Commission
approve in writing in advance.
8.2 A final report and statement of account must be sent to the Commission.
9. INTERPRETATION
9.1 Words and expressions defined in the Articles have the same meanings
in this Memorandum.
9.2 References to an Act of Parliament are references to the Act as amended
or re enacted from time to time and to any subordinate legislation made under
it.
WE, the several persons whose names and addresses are written below, wish
to be formed into a company under this Memorandum of Association.
Names, and Addresses of Subscribers
1 DAVID JOHN SIMMONS
42 Greenways Crescent, Shoreham-by-Sea, West Sussex BN43 6HS
B. A. Cross Witness's signature Beverly Ann Cross Witness's name
27C Crescent Road Sheffield S7 1HJ Witness’s address
Legal Consultant Occupation
2 ALFRED ERNEST FRANK CANNON
7 Prospero Way, Hartford, Huntingdon, Cambridgeshire PE29 1PG
B. A. Cross Witness's signature Beverly Ann Cross Witness's name
27C Crescent Road Sheffield S7 1HJ Witness’s address Legal Consultant
Occupation
3 JEAN HELEN CHINERY
2 Home Farm, Toddington Road, Tebworth, Leighton Buzzard LU7 9QD
B. A. Cross Witness's signature Beverly Ann Cross Witness's name
27C Crescent Road Sheffield S7 1HJ Witness’s address Legal Consultant
Occupation
4 HALEY CONNOR
12 Chichester Avenue, Hayling island, Hants PO11 9EZ
GM Smithson Witness's signature Grainne Smithson Witness's name
23a Orchard Street Sheffield S7 1HJ Chichester West Sussex PO17 1DD Witness's
address Personal Assistant Occupation
5 SONIA ELIZABETH HANSEN
5 Trafalgar Road, Cambridge CB4 1EU
B. A. Cross Witness's signature Beverly Ann Cross Witness's name
27C Crescent Road, Sheffield S7 1HJ Sheffield S7 1HJ Witness’s address
Legal Consultant Occupation
6 ANTHONY JOHN HENRY SHARDLOW
6 Moss Rise, Mapperley, Nottingham NG3 6GG
B. A. Cross Witness's signature Beverly Ann Cross Witness's name
27C Crescent Road, Sheffield S7 1HJ Sheffield S7 1HJ Witness’s address
Legal Consultant Occupation
7 DENISE CASBOLT
16 Bramley Avenue, Woodhouse, Sheffield S13 8TU
B. A. Cross Witness's signature Beverly Ann Cross Witness's name
27C Crescent Road, Sheffield S7 1HJ Sheffield S7 1HJ Witness’s address
Legal Consultant Occupation
8 DAVID MELDRUM LOWE
122 Vexhim Park, The Jewel, Edinburgh EH1 1PT
B. A. Cross Witness's signature Beverly Ann Cross Witness's name
27C Crescent Road, Sheffield S7 1HJ Sheffield S7 1HJ Witness’s address
Legal Consultant Occupation
DATE: 17th JANUARY 2002
COMPANIES ACTS 1985 AND 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF NATIONAL COMMUNITY SAFETY NETWORK
1. MEMBERSHIP
1.1 The number of members with which the company proposes to be registered
is unlimited and the subscribers to the Memorandum shall be the first members
of the Charity.
1.2 The Charity must maintain a register of members and a register of Directors
(Trustees) and Company Secretaries.
1.3 Membership of the Charity is open to any individual or organisation
interested in promoting the Objects who
1.3.1 has paid any annual subscription
1.3.2 complies with the conditions of membership established by the Trustees
1.3.3 applies to the Charity in the form required by the Trustees
1.3.4 is approved by the Trustees and
1.3.5 signs the Register of Members or consents in writing to become a
member.
1.4 The Trustees may establish different classes of membership and prescribe
their respective privileges and duties and set the amounts of any subscriptions.
Provided that no member has the right to speak on behalf of the Charity without
the prior consent of the Trustees.
1.5 Membership is terminated if the member concerned
1.5.1 gives written notice of resignation to the Charity
1.5.2 dies or in the case of an organisation, ceases to exist
1.5.3 is six months in arrears in paying the relevant subscription (if
any) but in such a case the member may be reinstated on payment of the
amount due or
1.5.4 is removed from membership by resolution of the Trustees on the
ground that in their reasonable opinion the member's continued membership
is harmful to the Charity (but only after notifying the member in writing
and considering the matter in the light of any written representations
which the member concerned puts forward within 14 clear days after receiving
notice)
1.5.5 ceases to comply with the conditions of membership.
1.6 Membership of the Charity is not transferable.
2. GENERAL MEETINGS
2.1 Members are entitled to attend general meetings personally or (in the
case of a member organisation) by an authorised representative or through
a proxy. Annual General Meetings are called on at least 21 clear days’ written
notice specifying the business to be discussed. Extraordinary General Meetings
are called on at least 14 clear days’ written notice.
2.2 If a General Meeting is called at shorter notice, it will be valid if
this is agreed by all members entitled to attend and vote (in the case of
an Annual General Meeting) or by at least 95% of such members (in the case
of any other General Meeting).
2.3 There is a quorum at a general meeting if the number of members or authorised
representatives present personally or through a proxy is at least 20
members. No business can be transacted unless a quorum
is present and, if a meeting begins or becomes inquorate, then it must be adjourned.
The Chairperson, with the consent of the members present, can adjourn either
an inquorate meeting or a quorate meeting with unfinished business for up to
30 days.
2.4 The Chairperson presides at a general meeting. If within 15 minutes
of the start of the meeting, the Chairperson is unable or unwilling to preside,
then the Vice-Chairperson or (if the Vice-Chairperson is also unable or unwilling),
some other member elected by those present, presides at a general meeting.
2.5 Except where otherwise provided by the Act, every issue is decided by
a majority of the votes cast on a show of hands, or by ballot or by proxy.
The Chairperson or any two members or any member having 10% of the voting
rights may ask for a count of votes (poll) or a ballot vote and provisions
of section 373 of the Act will apply.
2.6 Proxies at general meetings will be appointed and proxy votes will be
exercised in accordance with Standing Order 1 of the Standing Orders made
under Article 5.4.
2.7 Except for the Chairperson of the meeting, who has a second or casting
vote, every member present in person or by proxy has one vote on each issue.
2.8 A written resolution signed by all those entitled to vote at a general
meeting is as valid as a resolution actually passed at a general meeting
(and for this purpose the written resolution may be set out in more than
one document and will be treated as passed on the date of the last signature).
2.9 The Charity must hold an AGM in every year which all members are entitled
to attend. The first AGM may be held within 18 months after the Charity's
incorporation and subsequent AGMs must be held at intervals of not more than
15 months.
2.10 At an AGM the members:
2.10.1 receive the accounts of the Charity for the previous financial
year
2.10.2 receive the Trustees' report on the Charity's activities since the
previous AGM
2.10.3 accept the retirement of those Trustees who wish to retire or who
are retiring by rotation
2.10.4 elect persons to be Trustees to fill the vacancies arising
2.10.5 appoint auditors or independent examiners for the Charity
2.10.6 may confer on any individual (with his or her consent) the honorary
title of Patron, President or Vice-President of the Charity
2.10.7 discuss and determine any issues of policy or deal with any other
business put before them.
2.11 Any general meeting which is not an AGM is an EGM.
2.12 An EGM may be called at any time by the Trustees and must be called
within 28 days on a written request from at least 10 members.
2.13 Any amendment to the Memorandum or Articles must be passed by special
resolution at a duly convened general meeting of the Charity.
2.14 A procedural defect of which the Trustees are unaware at the time does
not invalidate decisions taken at a meeting.
3. THE TRUSTEES
3.1 The Trustees as charity trustees have control of the Charity and its
property and funds and the subscribers to the Memorandum are the first Trustees
of the Charity.
3.2 The Trustees when complete consist of up to eighteen persons being:
3.2.1 twelve members elected at each AGM
3.2.2 up to six individuals (of whom three must be members of the Charity)
co-opted under Article 3.7.
3.3 The Trustees at their first meeting after each AGM shall elect a Chairperson,
two Vice-Chairpersons, a Company Secretary (if s/he is to be a Trustee),
a Meetings Secretary and a Treasurer/Membership Secretary.
3.4 Every Trustee must sign a declaration of willingness to act as a charity
trustee of the Charity before he or she is eligible to vote at any meeting
of the Trustees.
3.5 At each AGM one-third of the elected Trustees must retire from office.
The Trustees retiring shall be those longest in office since their last election.
If Trustees have been in office for the same length of time, those to retire
must be selected by lot. A retiring Trustee is eligible for re-election.
3.6 A Trustee's term of office automatically terminates if he or she:
3.6.1 is disqualified under the Charities Act 1993 from acting as a charity
trustee
3.6.2 is incapable, whether mentally or physically, of managing his or her
own affairs
3.6.3 is absent without good reason from two consecutive meetings of the
Trustees and the Trustees resolve to terminate that Trustee’s office
3.6.4 ceases to be a member (but such a person may be reinstated by resolution
passed by all the other Trustees on resuming membership of the Charity before
the next AGM)
3.6.5 resigns by written notice to the Trustees (but only if at least two
Trustees will remain in office)
3.6.6 is removed under Article 3.10
3.6.7 fails to declare a payment or benefit as required by Clause 5.4 of
the Memorandum of Association
3.6.8 ceases to have a required qualification as previously agreed by the
members.
3.7 The Trustees may at any time co-opt any individual duly qualified to
be appointed as a Trustee to fill a vacancy in their number or as an additional
Trustee, but a co-opted Trustee holds office only until the next AGM and
the total number of co-optees on the board at any one time shall not be more
than one-half the elected Trustees.
3.8 The Charity may increase or reduce the maximum number of Trustees by
passing an ordinary resolution, provided that the number is not reduced to
below three. If the total number of Trustees falls below the quorum, then
the remaining Trustee(s) can continue to act, but only in order to appoint
more Trustees or call a general meeting of the Charity.
3.9 A technical defect in the appointment of a Trustee of which the Trustees
are unaware at the time does not invalidate decisions taken at a meeting.
3.10 The Charity’s members voting in a General Meeting, can remove
any Trustee by an ordinary resolution with special notice given according
to section 303 of the Act, after the Meeting has invited the views of the
Trustee concerned and considered the matter in the light of any such views.
The members can replace a Trustee once s/he is removed.
4. PROCEEDINGS OF TRUSTEES
4.1 The Trustees must hold at least 5 meetings each year, but otherwise
can arrange and hold their meetings as they see fit. A quorum at a meeting
of the Trustees is one-third of the Trustees with a minimum of 5.
4.2 A meeting of the Trustees may be held either in person or by suitable
electronic means agreed by the Trustees in which all participants may communicate
with all the other participants.
4.3 The Chairperson presides at each meeting of the Trustees. If within
15 minutes of the start of the meeting, the Chairperson is unable or unwilling
to preside, then the Vice-Chairperson or (if the Vice-Chairperson is also
unable or unwilling), some other Trustee chosen by the Trustees present presides
at the meeting.
4.4 Every issue may be determined by a simple majority of the votes cast
at a meeting but a written resolution signed by all the Trustees is as valid
as a resolution passed at a meeting (and for this purpose the resolution
may be contained in more than one document and will be treated as passed
on the date of the last signature).
4.5 Except for the Chairperson of the meeting, who has a second or casting
vote, every Trustee has one vote on each issue.
4.6 A procedural defect of which the Trustees are unaware at the time does
not invalidate decisions taken at a meeting.
5. POWERS OF TRUSTEES
The Trustees have the following powers in the administration of the Charity:
5.1 To appoint (and remove) any person (who may but need not be a Trustee)
to act as Company Secretary to the Charity in accordance with the Act and
to remunerate that person if s/he is not a Trustee or if s/he is a Trustee,
under the provisions of Clauses 5.2 and 5.3 of the Memorandum.
5.2 On giving reasonable written notice, to require any member organisation
to remove and replace its authorised representative.
5.3 To invite any person to attend a general or a Trustees’ meeting
as a non-voting observer or adviser.
5.4 to appoint working parties (consisting wholly or in part of Trustees)
to consider and make recommendations (but not take decisions).
5.5 to delegate any of their functions to sub-committees consisting of three
or more individuals appointed by them (but at least one member of every sub-committee
must be a Trustee and all proceedings of sub-committees must be reported
promptly to the Trustees).
5.6 to make Standing Orders consistent with the Memorandum, these Articles
and the Act, to govern proceedings at general meetings and the powers of
sub-committees.
5.7 to make Rules consistent with the Memorandum, these Articles and the
Act to govern proceedings at their meetings and at meetings of sub-committees.
5.8 to make Regulations consistent with the Memorandum, these Articles and
the Act to govern the membership and administration of the Charity, the use
of its premises, and the use of its seal (if any).
5.9 to establish procedures to assist the resolution of disputes within
the Charity.
5.10 to exercise any powers of the Charity which are not reserved to a general
meeting.
6. RECORDS & ACCOUNTS
6.1 The Trustees must comply with the requirements of the Act and of the
Charities Act 1993 as to keeping financial records, the audit or independent
examination of accounts and the preparation and transmission to the Registrar
of Companies and the Commission of:
6.1.1 annual reports
6.1.2 annual returns
6.1.3 annual statements of account.
6.2 The Trustees must keep proper records of
6.2.1 all proceedings at general meetings
6.2.2 all proceedings at meetings of the Trustees
6.2.3 all reports of committees and
6.2.4 all professional advice obtained.
6.3 Accounting records relating to the Charity must be made available for
inspection by any Trustee at any reasonable time during normal office hours
and may be made available for inspection by members who are not Trustees
if the Trustees so decide.
6.4 A copy of the Charity's latest available statement of account must be:
6.4.1 supplied on request to any Trustee or member, or to any other individual
who makes a written request and pays the Charity's reasonable costs, within
two months and
6.4.2 sent to each member at least 21 days before an AGM, together with a
copy of the Auditor’s or Examiner’s Report and the Trustees’ Annual
Report.
6.5 If the Act requires something to be done by both a Trustee and the Company
Secretary, then the same person acting in both capacities cannot do this.
6.6 The Trustees may each year carry out a social audit through an independent
assessor, in addition to the financial audit. The purposes of the social
audit are to:
6.6.1 identify the social costs and benefits of the Charity’s work
6.6.2 enable non-financial assessments of the Charity’s performance
to be made
6.6.3 assess the Charity’s internal democracy and decision-making
6.6.4 assess its effects on beneficiaries, users and partners, the wages,
health and safety, training, development and job satisfaction of its employees
and volunteers, and its compliance in general with the principles of good
human resource management
7. NOTICES
7.1 Notices under these Articles may be sent by hand, or by post or by suitable
electronic means or (where applicable to members generally) may be published
in any suitable journal or newspaper or any newsletter distributed by the
Charity.
7.2 The only address at which a member is entitled to receive notices is
the address shown in the register of members.
7.3 Any notice given in accordance with these Articles is to be treated
for all purposes as having been received
7.3.1 24 hours after being sent by electronic means or delivered by hand
to the relevant address
7.3.2 two clear days after being sent by first class post to that address
7.3.3 three clear days after being sent by second class or overseas post
to that address
7.3.4 on the date of publication of a newspaper containing the notice
7.3.5 on being handed to the member personally (or, in the case of a member
organisation, its authorised representative) or, if earlier,
7.3.6 as soon as the member acknowledges actual receipt.
7.4 A technical defect in the giving of notice of which the Trustees are
unaware at the time does not invalidate decisions taken at a meeting.8. DISSOLUTION
The provisions of the Memorandum relating to dissolution of the Charity take
effect as though repeated here.
9. INDEMNITY
9.1 Unless the provisions and operation of this Article are avoided by any
provision of the Act, every Trustee and every Officer or employee of the
Charity shall be indemnified by the Charity out of its funds against all
costs, losses, charges, expenses and liabilities sustained or incurred by
her/him:
9.1.1 in defending any proceedings (whether civil or criminal) in respect
of any negligence, default, breach of duty or of trust of which s/he may
be guilty in relation to the Charity and in which judgment is given in
her/his favour or in which s/he is acquitted or in respect of which relief
is granted to her or him by the Court under the provisions of the Act;
or
9.1.2 in respect of any contract entered into or act or deed done by her/him
by virtue of her/his instructions or authority from the Trustees or in any
way in the discharge of her/his duties.
10. INTERPRETATION
In the Memorandum in and in these Articles:
10.1 'The Act' means the Companies Act 1985 as amended
'AGM' means an annual general meeting of the Charity'
'these Articles' means these articles of association
'authorised representative' means an individual who is authorised by a member
organisation to act on its behalf at meetings of the Charity and whose name
is given to the Company Secretary
'Chairperson’ means the Chairperson of the Trustees
'the Charity' means the company governed by these Articles
'charity trustee' has the meaning prescribed by section 97(1) of the Charities
Act 1993
'clear day' means 24 hours from midnight following the relevant event
'the Commission’ means the Charity Commissioners for England and Wales
'Company Secretary’ means the Company Secretary of the Charity
'EGM' means an extraordinary general meeting of the Charity
'financial expert' means an individual, company or firm who is an authorised
person or an exempted person within the meaning of the Financial Services
Act 1986
'material benefit’ means a benefit which may not be financial but has
a monetary value
'member’ and 'membership' refer to membership of the Charity
'Memorandum' means the Charity's Memorandum of Association
'month’ means calendar month
'the Objects' means the Objects of the Charity as defined in clause 3 of
the Memorandum
'taxable trading’ means carrying on a trade or business on a continuing
basis for the principal purpose of raising funds and not for the purpose
of actually carrying out the Objects
'Trustee' means a director of the Charity and 'Trustees' means all of the
directors.
'written' or 'in writing' refers to a legible document on paper including
a fax message
'year' means calendar year.
10.2 Expressions defined in the Act have the same meaning.
10.3 References to an Act of Parliament are to the Act as amended or re-enacted
from time to time and to any subordinate legislation made under it.
DATE: 17th JANUARY 2002
