CONSTITUTION

The Constitution was adopted on the 19th September 2013

1. Adoption of the Constitution The association and its property will be administered and managed in accordance with the provisions in this Constitution 2. The name The associations name is Friends of Whitbourne C of E Independent School & Hub (Friends of W.I.S.H.) and in this document it is called the charity. 3. The Objects The Charitys objects (the objects) are to advance the education of pupils at Whitbourne C of E Independent School and Hub (hereinafter referred to as W.I.S.H.) in particular by: 3.1 Supporting the establishment & development of W.I.S.H. 3.2 Providing and assisting in the provision of the facilities for education at the school. This shall include providing funds to meet the running costs of the school until such time as statutory funding is available. 3.3 Promoting the school and its educational vision to a wider community 3.4 Engaging in activities which support the school and advance the education of the pupils attending it 3.5 Developing a strong community around WISH incorporating teachers, parents and the wider community. 4. Powers The trustees have the following powers, which may be exercised only to further the objects; 4.1 to provide advice 4.2 to publish or distribute information 4.3 to raise funds, receive grants and donations 4.4 to acquire or hire property of any kind and to maintain and equip it for use 4.5 to sell, lease or otherwise dispose of all or any part of the property belonging to the charity, in accordance sections 117-122 of the Charities Act 2011 4.6 to set aside funds for special purposes or as reserves against future expenditure 4.7 to deposit or invest funds in any lawful manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification) 4.8 to co-operate with other bodies and to exchange information and advice with them 4.9 to establish or support any other charities, associations or institutions formed for any of the charitable purposes included in the objects 4.10 to pay for the costs of forming and running the charity 4.11 to obtain and pay for goods and services as a necessary for carrying out the work of the charity 4.12 To take out public liability and personal accident insurance to cover charity meetings, activities, trustees, to insure the charitys property against any foreseeable risk and take out other insurance policies to protect the charity where required 4.13 To employ paid or unpaid agents, staff or advisers 4.14 to open and operate bank and other accounts as the trustees consider necessary 4.15 to do anything else within the law that promotes the objects

But the trustees shall not undertake any activity in the school premises without the consent of the headteacher. 5. Membership 5.1 Membership is open to individuals aged 18 or over wishing to support the Charity and WISH who are approved by the trustees. (a) Membership must be applied for, except in the case of parents of children attending WISH and teaching staff where membership is automatic. (b) An application for membership may be refused by the trustees if, acting reasonably and properly, they consider it to be in the best interests of the charity. The applicant must be informed in writing of the reasons for the refusal within twenty-one clear days of the decision and any subsequent written representations made by the applicant must be considered. The trustees decision following any written representations must be notified to the applicant in writing, but will be final. Membership is not transferable to anyone else. The trustees must keep a register of names and addresses of the members and the names must be made available to any member upon request. Advanced membership will be available to any member wishing to support the charity with a financial donation. Advanced membership will last for one year and can be renewed. Membership is terminated if: (a) the member dies or, if it is an organisation, ceases to exist (b) the member resigns by written notice to the charity (c) the trustees may for good reason exclude any person from Membership or from attending an event whose presence at or support of the school is deemed a danger to the school or its pupils or staff or might bring the Association into disrepute. Removal is not effective until the Member concerned has been notied in writing of the proposal and his/her right to respond within fourteen clear days, and the matter has been considered in light of any representations made.

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6. General Meetings (Annual and Special) 6.1 6.2 All members are entitled to attend any General Meeting of the charity. All general meetings are called by giving fourteen clear days written notice to of the meeting to all members. The notice should specify the date, time and location of the general meeting as well as give an overview of the agenda. No business shall be transacted at any general meeting unless a quorum is present. (a) There is a quorum at a general meeting when the number of members present is one tenth of total membership at the time of the meeting, or 3, whichever is the greater. (b) If a quorum is not present within half an hour of the time appointed for the meeting, or during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the trustees shall determine. (c) The trustees must reconvene the meeting and must give at least seven clear days notice The Chair or (if the Chair is unable or unwilling to do so) some other trustee elected by those present is in charge of a General meeting.

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Except where otherwise provided in this Constitution, every issue at a General meeting is decided by a simple majority of the votes cast by the Members present at the meeting Except for the Chair of the meeting, who has a second or casting vote where a vote is equally divided (tied), every Member present is entitled to one vote on every issue The charity must hold a General meeting within twelve months of the date of the adoption of this constitution. Thereafter, an Annual General Meeting (AGM) must be held in each subsequent year and not more than 15 months may elapse between successive AGMs. It is expected that the AGM will take place at the beginning of each academic year during September, and no later than December of that year. At an AGM the members: (a) receive the accounts of the charity for the previous financial year (b) receive the report of the trustees on the charitys activities since the previous AGM (c) elect the trustees (d) appoint an independent examiner or auditor for the charity (e) may confer on any individual (with his or her consent) the honorary title of Patron, President or Vice-President of the charity (f) discuss and determine any issues of policy or deal with any other business put before them All general meeting other than AGMs shall be called Special General Meetings (SGMs) and the trustees may call a SGM at any time. The trustees must also call an SGM if requested to do so in writing by at least ten members, or one-tenth of the membership, whichever is the greater

7. Trustees 7.1 The charity and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this constitution. The officers and other members of the committee shall be the trustees of the charity and in this constitution are together called the trustees The number of trustees shall not be less than three but shall not be more than ten. The charity shall have the following officers as minimum; (a) A chair (b) A secretary (c) A treasurer All committee members/trustees, except those who are co-opted, must be members of the charity Trustees shall be elected at the AGM and shall hold ofce until the next AGM Nominations for election to the Committee may be made by any Member of the charity and seconded by another. Such nominations must have the consent of the nominee. Nominations should be made in writing to the Chair at any time until the election process has been completed. If no nominations or an insufcient number are received before the AGM, any Members present may nominate a person, with their consent, and that person may be appointed by a majority vote of those present. Trustees shall have the power to co-opt trustees to fill any vacancy in the committee at any time, and co-opted trustees shall serve until the date of the next AGM The number of co-opted trustees must not be more than 50% of the total number of trustees A committee member/trustee (whether elected or co-opted) automatically ceases to be a committee member/trustee if he or she:

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(a) is disqualied under section 72 of the Charities Act 1993 as amended by the Charities Act 2006 from acting as a charity trustee (b) is incapable, whether mentally or physically, of managing his or her own affairs (c) is absent from three consecutive meetings of the Committee without prior notification to the Secretary (d) ceases to be a Member of the charity (e) resigns by written notice to the Committee but only if at least two trustees remain in ofce (f) is removed by a resolution passed by a majority of other committee trustees. Removal is not effective until the trustee concerned has been notied in writing of the proposal and his/her right to respond within 14 clear days, and the matter has been considered in light of any representations made. All trustees shall be entitled to reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the charity. A retiring trustee is entitled to an indemnity from the continuing trustees at the expense of the charity in respect of any liabilities properly incurred while he or she held ofce. A technical defect in the appointment of a trustee of which the Committee are unaware at the time does not invalidate decisions taken at a meeting.

8. Trustee Meetings 8.1 8.2 8.3 8.4 The Committee must hold at least three meetings every academic year. A quorum at a Committee meeting is 50 per cent, rounded up to the nearest whole number, of the total current Membership of the Committee. The Chair or, if the Chair is unable or unwilling to do so, some other trustee chosen by the committee members present is in charge at each Committee meeting. Every decision may be made by a simple majority of the votes cast at a Committee meeting. A resolution which is in writing and signed by all trustees is equally valid. The resolution may be contained in more than one document and will be treated as passed on the date of the last signature. Except for the Chair of the meeting, who has a second or casting vote, every committee member/trustee has one vote on each issue. Trustee meetings shall be held at least once a term. At the first meeting after the AGM they will elect a chair, treasurer and secretary. Nominations shall be proposed and seconded by trustees and should have the consent of the nominee.

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9. Powers of Committee The following powers are available to the Committee to help run the Charity: 9.1 To delegate any functions of the Committee to sub-Committees. These must consist of two or more persons appointed by the Committee but at least one Member of every sub-Committee must be a trustee. All sub-Committee proceedings must be promptly reported to the main Committee. 9.2 To make Rules consistent with this Constitution about the Committee and subcommittees, to govern proceedings at General meetings and generally about the running of the charity including the operation of bank accounts and the commitment of funds. Any additional rules made must not conflict with this constitution or the law. 10. Property and Funds

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The funds and property of the charity must only be used to fulfil the objects trustees can enter into contracts with the charity for the provision of goods and services to the charity (but not contracts of employment with the charity except with the prior written consent of the Charity Commission) provided that: (a) the maximum amount is set out in writing and is reasonable for the services provided (b) the trustees are satised that the agreement is in the interests of the charity before entering into it (c) the total number of trustees entitled to such remuneration is in the minority from time to time Whenever a trustee has a personal interest in a matter to be discussed at a meeting, the trustee must: (a) declare an interest before discussion begins on the matter (b) withdraw from that part of the meeting unless expressly invited to remain in order to provide information (c) not be counted in the quorum for that part of the meeting (d) withdraw during the vote and have no vote on the matter.

11. Records and Accounts 11.1 The Committee must comply with the requirements of the Charities Act 1993 as amended by the Charities Act 2006 as to the keeping of nancial records, the audit or independent examination of accounts and the preparation and transmission to the Charity Commission of: (a) annual reports (b) annual returns (c) annual statements of account. The Committee must keep proper records of: (a) all proceedings at General meetings (b) all proceedings at Committee meetings (c) all reports of sub-committees. Annual reports and statements of account relating to the charity must be made available for inspection by any Member of the charity The Committee must notify the Charity Commission promptly of any changes to the charitys entry on the Register of Charities

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12. Notices 12.1 Notice of any General meeting of the charity may be sent by hand, by post, by suitable electronic communication (email) or in any newsletter distributed by the charity to its Members. Notication by hand may include distribution to parents, guardians and carers via their children with or without other communications from the school. The address at which a Member is entitled to receive notices (if sent by post) is the last known address of the Member A technical defect in the giving of notice which the Members or trustee are unaware of at the time does not invalidate decisions taken at a General meeting

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13. Amendments This Constitution may be amended at a General meeting of the charity by a two-thirds majority of the votes cast, but:

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The Members must be given fourteen clear days notice of the proposed amendments. No amendment is valid if it would make a fundamental change to the Objects/clause 2 or destroy the charitable status of the Association and no amendment may be made to clause 10 without the prior written consent of the Charity Commission. A copy of any resolution amending this constitution must be sent to the Charity Commission within twenty-one days of it being passed.

14. Dissolution 14.1 The Association may be dissolved by a resolution presented at an SGM or an AGM where this is included in the notice of the meeting. The resolution must have the agreement of two thirds of those voting and must give instructions for the disposal of any assets remaining after paying the outstanding debts and liabilities of the charity. The net assets shall not be distributed among the Members of the charity but will be given to the school for the benet of the pupils of the school. In the event of the school closing any remaining funds could be distributed to a neighbouring school or schools as selected by the Committee. If it is not possible to dispose of assets as described in clause 14.2 then the assets can be given to another charitable cause provided that the cause is within the Objects of the chrity The Trustees must notify the Charity Commission promptly that the charity has been dissolved. The Trustees must comply with any request from the Commission including providing the charitys nal accounts

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15. Setting up the Charity This constitution was adopted on _____________ 20___ by the people whose signatures appear below. They are the first members of the charity and will be the trustees until the AGM, which must be held within one year of this date Signed
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