About ADDER

CONSTITUTION OF ACTION FOR DYSTONIA, DIAGNOSIS, EDUCATION AND RESEARCH (A.D.D.E.R.) Version IV

1. NAME – The name of the Charity is:
Action for Dystonia, Diagnosis, Education and Research (A.D.D.E.R.) referred to in this document as “The Charity”.
2. OBJECTS – the objects of the charity are:
2.1. To advance the education of the public in relation to the sickness and distress caused by the neurological conditions known as Dystonia.
2.2. To promote the treatment of people with Dystonia and other related movement disorders and to offer support and welfare to patients, their carers and families.
2.3. To promote awareness and encourage research amongst the medical profession of the neurological conditions known as Dystonia.
3. POWERS – In furtherance of the objects but not otherwise the charity may:
3.1. Undertake research and publish the results, arrange exhibitions, lectures and other profile raising events relating to Dystonia;
3.2. Co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
3.3. Employ and remunerate such staff (who shall not be members of the management committee) as are necessary for the proper pursuit of the objects;
3.4. Acquire and dispose of property (subject to any consents required by law);
3.5. Invest funds by any lawful means except permanent trading;
3.6. Raise funds by any lawful means except permanent trading;
3.7. Accept gifts for the general purposes of the charity or for a specific purpose within or connected with the objects;
3.8. Do anything else within the law which is necessary in carrying out the objects.
4. MEMBERSHIP
4.1. Membership of the charity is open to any individual or organisation interested in furthering the objects and who completes an application form as prescribed by the management committee;
4.2. Every member must pay an annual subscription of such amount as the management committee decides from time to time.
4.3. Every individual member and the appointed representative of every organisation in membership has one vote at general meetings of the charity;
4.4. A member may resign his, her or its organisational membership at any time and a member who is three months in arrears with his, her or its subscriptions is deemed to have resigned but may rejoin on payment of the arrears;
4.5. If the management committee consider that a member’s conduct is harmful to the charity, it may by resolution require the member concerned to either resign or to put his, her or its case to a special meeting of the Management;
4.6. Where the management committee is satisfied after hearing the case put by or on behalf of the member concerned that the member should leave the charity it may terminate that membership by written notice and that notice is final;
4.7. The management committee may make provision for non-voting categories of membership including junior membership, associate membership and honorary membership, and set the subscriptions payable (if any);
4.8. The management committee must keep a list of current members in each category.
5. GENERAL MEETINGS
5.1. There must be an Annual General Meeting of the members of the charity once in every calendar year.
5.2. At the Annual General Meeting the members will:
5.2.1. Receive the management committee’s report for the previous year.
5.2.2. Receive the treasurer’s report and accounts for the previous year.
5.2.3. Hold an election to fill vacancies on the management committee for the following year(s).
5.2.4. Discuss and advise the new management committee on matters of policy for the charity.
5.2.5. Determine any other matter of which notice has been given.
5.3. A special meeting of the members of the charity may be held at any time if called by the management committee or if at least 10 voting members of the charity make a written request to the management committee.
5.4. A special general meeting must be called within two weeks of such a request.
5.5. A general meeting requires 28 days notice to be given to the members specifying the matters to be dealt with.
5.6. A quorum at a general meeting is at least 3 committee members plus at least 3 ordinary members. If there is no quorum at the meeting it may be adjourned for at least 14 days and the number present at the adjourned meeting if at least three will constitute a quorum for that meeting.
5.7. The chairperson of the management committee or in their absence some other person elected by the meeting takes the chair at general meetings.
5.8. Except where this constitution provides for a larger majority on a specific question, every question is decided by a majority of the votes cast. In the case of equality of votes the chairperson has a second or casting vote.
6. MANAGEMENT COMMITTEE: COMPOSITION
6.1. The management committee (the committee) is the body responsible for the management of the charity.
6.2. The committee consists of a minimum of four and a maximum of twelve voting members (who are either individual members of the charity or the appointed representatives of organisations in membership). Not less that 50% of the
committee must have dystonia or a related neurological disorder.
6.3. Elections to the committee are held annually at the Annual General Meeting and committee members normally hold office for three years (until the end of the annual general meeting three years after their election). See 6.4 below.
6.4. At the first AGM one third of the members shall be elected to serve for one year, one third of the members shall be elected to serve for two years and one third of the members shall be elected to serve for a full three year term. Thereafter one third of the committee will be elected each year.
6.5. A member of the committee who resigns by written notice to the committee, who is absent from six consecutive meetings of the committee or who is disqualified by law from acting as a charity trustee, ceases automatically to be a member of the committee.
6.6. Casual vacancies in the committee may be filled by the committee by co-option, and a co-opted member will have the same voting powers and hold office for the same period as the committee member he or she replaces.
7. MANAGEMENT COMMITTEE: PROCEDURES
7.1. The committee must meet at least twice in every calendar year. A special meeting of the committee may be called at any time on seven days notice. A quorum at committee meetings is four.
7.2. At the first meeting of the committee in every year, the members must appoint from among themselves a Chairperson, a Treasurer and such other honorary officers as they think fit.
7.3. Every question is decided by a simple majority of the committee members present and voting at a meeting. In the case of equality of votes the chairperson of the meeting has a second or casting vote.
7.4. The committee may appoint sub-committees including at least two management committee members to advise them or to carry out specific tasks in the management of the charity but sub-committees must always report back to the committee as soon as possible.
7.5. The committee must keep minutes of its meetings and proceedings and keep safe all records relating to the charity.
7.6. The committee may make rules to govern its own proceedings and the proceedings of sub-committees so long as they are not inconsistent with the provisions of this constitution.
8. MANAGEMENT COMMITTEE: NOMINATIONS
8.1. Every candidate for election to the committee must be nominated and seconded in writing by members of the charity and must give his or her written consent to stand for election.
8.2. Nominations and consents must be sent to the committee within seven days of the notice calling for the AGM.
8.3. Normally, no person who has been an elected member of the committee for two consecutive terms of three years should be eligible for re-election for the immediately following year but may (if duly qualified) stand again for election at the AGM in the subsequent year. However, if there are insufficient volunteers to keep the required number of committee members, then members who have served 6 years can be re-elected.
9. FINANCE
9.1. All funds of the charity, including all donation, bequests and contributions shall be paid into an account operated by the committee in the name of the charity and must be used in furthering the objects.
9.2. No member of the committee may be employed by the charity or receive any payment or other benefit from its funds except for reasonable out of pocket expenses properly incurred for the purposes of the charity.
9.3. The committee is responsible for the keeping of books of accounts and for the preparation of an annual report and annual statement of accounts for the charity, copies of which must be sent to the Charity Commissioners as required by law.
9.4. The committee is responsible for arranging for the accounts of the charity to be audited by a registered auditor or, so long as the income or expenditure for the year in questions does not exceed £250,000, examined by an independent examiner.
9.5. The committee shall maintain one or more accounts in the name of the charity at a bank or building society. All withdrawals from the charity’s account must be authorised and signed by at least two members of the committee.
10. PROPERTY
10.1. Subject to the provisions of sub-clause 2 of this clause, the management committee shall cause the title to all land held by or in trust for the charity which is not vested in the official custodian for charities; and all investments held by or on behalf of the charity; to be vested 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 only 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.
10.2. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the management committee may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stock-broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock-broking company) as nominee for the management committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
11. AMENDMENT OF CONSTITUTION
11.1. The provisions of this constitution may be amended at a general meeting by resolution passed by two thirds of the members present and voting but:
11.2. Notice of the terms of the proposed amendment must be given with the notice calling the meeting.
11.3. No amendment will be valid if it would bring about a fundamental change in the objects or if its effect would be that the charity ceased to be a charity according to English law.
11.4. No amendment may be made to clause 1 (the name), 2 (the objects), 9.2 (trustees not to be remunerated), 13 (dissolution) or this clause without the prior consent in writing of the commissioners.
12. DISSOLUTION
12.1. The charity may be dissolved at a general meeting by resolution passed by two-thirds of the members present and voting.
12.2. In the event of dissolution, the members of the committee holding office will remain responsible for the orderly winding up of the affairs of the charity.
12.3. After paying or making provision for all debts and liabilities of the charity, the committee shall transfer any remaining assets to one or more registered charities having objects similar to the objects of the charity.
12.4. The committee shall send a final statement of account to the Charity Commissioners.
13. DISPUTES
13.1. Any dispute as to the interpretation of this constitution or as to the propriety of any action taken or proposed by one or more members of the committee may be resolved by unanimous
decision of the committee or referred to an independent advisor or mediator.
1. ARRANGEMENTS UNTIL FIRST ANNUAL GENERAL MEETING
1.1. Until the first annual general meeting takes place, this constitution shall take effect as if references in it to the management committee were references to the persons whose signature appear at the bottom of the original constitution. This Constitution, version IV, was adopted on (date) __________________________ Name ______________________ Signature ______________________________ Name ______________________ Signature _____________________________ Name ______________________ Signature __________________________