Adopted on the 25th day of September 2002
The name of the charity is The Log Cabin (‘the Charity’) or such other name as the trustees may from time to time decide with the approval of the Charity Commissioners.
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Management Committee (‘the Management Committee’), constituted by clause 7 of this constitution.
The Charity’s objects (‘the objects’) are to provide exciting and stimulating play opportunities in a safe, caring and fun environment for children aged 4–15 living in the London Borough of Ealing, who have special needs, disabilities or are in need. It aims to make a positive difference to the lives of the children attending through:
(a) provision of high-quality services, such as holiday playschemes, an after-school club and school sessions;
(b) empowering children to make informed choices and to gain a sense of achievement and self-respect;
(c) providing opportunities for children to develop socially, physically, intellectually, creatively and emotionally;
(d) developing positive relationships with, and working in partnership with, parents/carers, schools, the local community and other organisations;
(e) ensuring equality of opportunity for children who use the service and for the staff and volunteers;
(f) improving the welfare of families who have a child with special needs by providing affordable childcare and short breaks for children and their parents/carers.
In furtherance of the objects but not otherwise the Management Committee may exercise the following powers:
(a) power to raise funds and to invite and receive contributions, provided that in raising funds the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(b) power to invest the funds of the Charity in any of the investments for the time being authorised for the investment of charity funds;
(c) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
(d) power subject to any consents required by law to sell, lease or otherwise dispose of all or any part of the property of the Charity;
(e) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
(f) power to employ such staff (who shall not be members of the Management Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(g) power to cooperate 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;
(h) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(i) power to appoint and constitute such advisory committees as the Management Committee may think fit;
(j) power to do all such other lawful things as are necessary for the achievement of the objects.
(a) Membership of the Charity shall be open to:
(i) individuals (over the age of 18 years) who are interested in furthering the work of the Charity and who have paid an annual subscription as laid down from time to time by the Management Committee (‘members’);
(ii) any corporate body or unincorporated association which is interested in furthering the Charity’s work and has paid an annual subscription as laid down from time to time by the Management Committee (‘member organisation’).
(b) Every member and member organisation shall have one vote.
(c) Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity, and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.
(d) Each member organisation shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.
(e) The Management Committee may unanimously and for good reason terminate the membership of any individual or member organisation. The individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Management Committee, accompanied by a friend, before a final decision is made.
(f) The Charity may invite, by resolution at a General Meeting, a suitable person to become its President. The President shall be an honorary member. Their position may only be terminated by decision of a General Meeting or a letter of resignation.
6 Honorary Officers
A chairperson, vice-chairperson, secretary and treasurer shall be elected from the members of the Management Committee at the Annual General Meeting of the Charity. They shall hold office from the conclusion of the meeting at which they are elected for a period of no more than 3 years except under exceptional circumstances.
7 Management Committee
(a) The Management Committee is the governing body of the Charity and its members are the Charity Trustees with legal responsibilities and duties in relation to the conduct of the Charity’s affairs. It shall consist of not less than 5 members and not more than 15 members, being:
(i) the 4 honorary officers specified in clause 6;
(ii) not less than 3 and not more than 10 members elected at the Annual General Meeting who shall hold office from the conclusion of that meeting;
(iii) up to 5 members co-opted by the Management Committee, the number not to exceed one-third of the total number of members of the Management Committee. Each appointment of a co-opted member shall be made at a special meeting of the Management Committee called under clause 10(a) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date the post becomes vacant.
(b) All members of the Management Committee shall retire from office at the end of the Annual General Meeting next after the date on which they came into office but they may be re-elected or re-appointed.
(c) The proceedings of the Management Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
(d) Nobody shall be appointed as a member of the Management Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
(e) No person shall be entitled to act as a member of the Management Committee whether on a first or on any subsequent entry into office until after signing a declaration of acceptance and of willingness to act in the trusts of the Charity.
8 Termination of membership of Management Committee
A member of the Management Committee shall cease to hold office if he or she:
(a) is disqualified from acting as a member of the Management Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
(b) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(c) is absent without the permission of the Management Committee from all their meetings held within a period of six months and the Management Committee resolve that his or her office be vacated; or
(d) notifies to the Management Committee a wish to resign (but only if at least three members of the Management Committee will remain in office when the notice of resignation is to take effect).
9 Management Committee members not to be personally interested
(a) Subject to the provisions of sub-clause (b) of this clause no member of the Management Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (other than as a member of the Management Committee) in any contract entered into by the Management Committee.
(b) Any member of the Management Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Management Committee to act in a professional capacity on behalf of the Charity, provided that at no time shall a majority of the members of the Management Committee benefit under this provision and that a member of the Management Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
10 Meetings and proceedings of the Management Committee
(a) The Management Committee shall hold at least 4 ordinary meetings each year. Notice of meetings shall be sent by the secretary or a deputy to all Committee members at least 7 days before the date of the meeting. A special meeting of the Committee may be called at any time by the chairperson or by any two members of the Management Committee upon not less than 4 days’ notice being given to the other members of the Management Committee of the matters to be discussed. If the matters include appointment of a co-opted member then not less than 21 days’ notice must be given.
(b) The quorum for a Management Committee meeting shall be at least one third of the current number of c ommittee members or 4 members of the committee, whichever is the greater.
(c) The chairperson shall chair meetings of the Management Committee or the vice-chairperson if the former is absent. If both are absent, the members of the Management Committee present shall choose one of their number to chair the meeting before any other business is transacted.
(d) Every matter shall be decided by a simple majority of those present and entitled to vote. In the case of equality of votes the chairperson shall have a second or casting vote.
(e) The secretary or other person specially appointed by the Management Committee shall make a full record of proceedings of the Management Committee and circulate these minutes to all Committee members for approval at the subsequent meeting. Minutes shall be kept by the secretary of the proceedings at all meetings of the Management Committee and any sub-committees.
(f) The Management Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
(g) The Management Committee may appoint one or more sub-committees, consisting of two or more members of the Management Committee and up to two non Management Committee members, for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Management Committee would be more conveniently undertaken or carried out by a sub-committee. All acts, proceedings and decisions of any such sub-committee shall be minuted and fully and promptly reported to the Management Committee and subject to its approval.
11 Receipts and expenditure
(a) The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Management Committee in the name of the Charity at such bank as the Management Committee shall from time to time decide.
(b) All cheques drawn on the Charity’s account must be signed by at least two people authorised by the Management Committee, one of whom must be a Management Committee member. For cheques greater than an amount to be determined by the Management Committee both signatories must be authorised Management Committee members.
(c) The funds belonging to the Charity shall be applied only in furthering the objects of the Charity.
The Charity shall indemnify and keep indemnified every trustee of the Charity against all claims, demands, actions and proceedings (and all costs and expenses in connection with or arising therefrom) made and brought against the Charity, or him or her either alone or jointly with the Charity, or otherwise arising out of or in connection with the development, maintenance, repair, improvements, state, condition or use of the Log Cabin or the equipment or materials provided. The treasurer or his/her deputy shall effect a policy of insurance in respect of the indemnity aforementioned. This policy to be reviewed annually to take account of inflation.
(a) Subject to the provisions of sub-clause (b) of this clause, the Management Committee shall cause the title to:
(i) all land held by or in trust for the Charity which is not vested in the Official Custodian for Charities; and
(ii) all investments held by or on behalf of the Charity;
to be vested either 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.
(b) 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 stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Management Committee, and may pay such nominee reasonable and proper remuneration for acting as such.
The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
(a) the keeping of accounting records for the Charity;
(b) the preparation of annual statements of account for the Charity;
(c) the auditing or independent examination of the statements of account of the Charity; and
(d) the transmission of the statements of account to the Charity Commission.
(e) The financial year of the Charity shall end on 31 March or such other date as the Management Committee shall decide.
15 Annual Report
The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Charity Commission.
16 Annual Return
The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Charity Commission.
17 Annual General Meeting
(a) An Annual General Meeting of the Charity shall be held not later than 6 months after the end of its financial year.
(b) Every Annual General Meeting shall be called by the Management Committee. The secretary shall give at least 21 days’ notice of the Annual General Meeting to all the members of the Charity. All the members of the Charity shall be entitled to attend and vote at the meeting.
(c) The meeting shall be chaired by the chairperson, or, in their absence, the vice-chairperson. If neither is present, before any other business is transacted, the members present shall appoint a chairperson of the meeting.
(d) The Management Committee shall present to each Annual General Meeting the report and accounts of the Charity for the preceding year.
(e) The meeting shall elect or appoint members of the Management Committee. Nominations for election to the Management Committee should be made by members of the Charity in writing and must be in the hands of the secretary of the Management Committee at least 14 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.
(f) Any propositions members wish to put to the meeting, other than those relating to the adoption of the report and accounts and election of the committee, must be submitted to the secretary in writing at least 7 days before the date of the meeting. The chairperson may, at his/her discretion admit propositions of which insufficient notice has been given provided they do not involve any alteration in this constitution.
18 Special General Meetings
The Management Committee may call a Special General Meeting of the Charity at any time. If at least ten paid-up members request such a meeting in writing, stating the business to be considered, the secretary shall call such a meeting. At least 21 days’ notice must be given and the notice must state the business to be discussed. No business other than that specified in such a notice shall be dealt with at a Special General Meeting.
19 Procedure at General Meetings
(a) The secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every General Meeting of the Charity.
(b) There shall be a quorum when at least one-tenth of the number of members of the Charity for the time being or 10 members of the Charity, whichever is the greater, are present.
(c) Matters, except as specified in clause 21 and clause 22, shall be decided by a simple majority of those present and entitled to vote. In the case of equality of votes the chairperson shall have a second or casting vote.
Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary of the Management Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.
21 Alterations to the Constitution
(a) Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two-thirds of the members present and voting at a General Meeting. The notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed.
(b) No amendments may be made to clause 1, clause 3, clause 9, clause 22 or this clause without the prior consent in writing of the Charity Commissioners.
(c) No amendment may be made which would have the effect of making the Charity cease to be a charity in law.
(d) The Management Committee should promptly send to the Commission a copy of any amendment made under this clause.
If the Management Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting, the Management Committee shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Charity Commission.