CONSTITUTION OF CUMBRIA ARTS IN EDUCATION

1. Name

The name of the Charity shall be Cumbria Arts in Education.

2. Object

The Object of the Charity is to advance the education and training of the public, of all ages and backgrounds by:

(a) Supporting and developing opportunities for educational and community groups to work with creative practitioners for the development of creative skills and aptitudes throughout Cumbria and elsewhere, as selected from time to time by the Board.

(b) Promoting and providing training and continued professional development in arts, management and educational skills for creative practitioners and those working in learning environments.

(c) Providing information and advisory services through liaison with educational and community groups to increase their interest and understanding of the arts and creative processes.

(d) Working in partnership with other agencies in furtherance of the Object of the Charity.

3. Powers

(1) In furtherance of the above Object but not otherwise the Charity shall have the following powers:-

(a) To employ and pay any person or persons to supervise, organise and carry on the work of the Body; and to make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants;

(b) To bring together in Conference representatives of voluntary organisations, Government departments, statutory authorities and individuals;

(c) To promote and carry out or assist in promoting and carrying out research, surveys and investigations and the publication of useful results of such research, surveys and investigations;

(d) To assist educational and community groups to arrange and to provide for the holding of exhibitions, theatrical and musical performances, meetings, workshops, lectures, classes, seminars, tutorials and training courses;

(e) To collect and disseminate information on all matters affecting the Charity’s Object and to exchange such information with other bodies having a similar object;

(f) To undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by the Charity;

(g) To procure to be written and to arrange for the printing, publishing, issuing and circulation gratuitously or otherwise of such papers, books, periodicals, pamphlets or other documents or recorded media as shall further its object;

(h) To purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of its Objects and to construct, maintain and alter any building or erections necessary for the work of the Charity;

(i) To sell, let, mortgage, dispose of or turn to account all or any of the property and funds of the Charity;

(j) To accept gifts and borrow or raise money for the purposes of the Charity on such terms and on such security as shall be thought fit;

(k) To procure contributions to the Charity by personal or written appeals, public meetings or otherwise;

(l) To invest the money of the Charity not immediately required for such objects in or on such investments, securities or property as may be thought fit, subject to such conditions as may for the time being be imposed or required by law;

(m) To open and operate bank accounts and other facilities for banking in the name of the Charity;

(n) To do all such other things as shall further the attainment of its Object PROVIDED that the Charity shall not undertake any permanent trading activities in raising funds for its charitable work.

(2) In carrying out its Object the Charity the party will operate on the basis of equality for all in accordance with the law.

(3) The income and property of the Charity from whatsoever source derived shall be applied solely towards the promotion of the Object in this constitution and no portion shall be transferred directly or indirectly by way of dividend, bonus or otherwise whatsoever by way of profit to members of the Charity, PROVIDED THAT nothing herein shall prevent any payment in good faith:-

(a) of reasonable and proper remuneration to any member, officer or servant of the Charity or Board of Management for any services or out of pocket expenses incurred other than in the capacity of Trustee;

(b) of reasonable and proper rent for premises demised or let by any member of the Charity (or of its Board of Trustees);

(c) to any member of the Board of Trustees in respect of reasonable out-of-pocket expenses.

4. CHAIR AND VICE-CHAIR

(a) The Chair of the Charity shall be elected annually by the Body’s Board of Management from among its membership, the outgoing Chair being eligible for re-election.

(b) The Vice-Chair shall be elected by the Body’s Board of Management from among its own membership on an annual basis and, if remaining a member of the Board of Management, shall be eligible for re-election.

5. MEMBERSHIP

(1) Membership of the Charity shall be open to individual persons, societies, companies, local authorities, unincorporated associations and local voluntary or other non-profit distributing organisations who support the Object of the Charity. Those with whom the Charity has had a working relationship during the last 3 years shall automatically be members.

Societies, companies, associations and organisations shall be represented by one nominated individual.

(2) The Charity’s affairs shall be managed by the Board of Management consisting of not less than three nor more than ten persons drawn from those entitled to become members of the Charity. The members of the Board shall be elected by the Charity in General Meeting.

(3) At an Extraordinary General Meeting of the Charity to be held in February 2008 the following members shall be elected to the Board:
-three members for one year
-three members for two years
-four members for three years

Such periods to be calculated from the date of the Annual General meeting of the Charity in 2007.

All shall be eligible for re-election but normally may not be re-elected more than once.

Subject as aforesaid one third (or a number nearest to one third) of the members of the Board shall retire each year and shall be eligible for
re-election those to retire being those who have been longest in office;

4) In addition to the elected members of the Board the Board shall have power to co-opt up to four persons (who need not be members of the Charity) in any year to sit on the Board such persons to hold office until the Annual General Meeting next following their co-option and they shall be eligible for further co-option by the Board.

6. THE DIRECTOR

The Charity shall appoint a Director who will be responsible to the Board of Management

(i) for pursuing the purpose of the Charity and the policies of the Board;

(ii) for the day-to-day work of the Charity; and

(iii) for ensuring that expenditure is kept within the limits of approved budgets.

7. GENERAL MEETINGS

The Body

(1) There shall be an Annual General Meeting of the members of the Charity which shall be held in October in each year or as soon as practicable thereafter. The principal business to be conducted will be the election of members of the Board; to receive reports from the officers and the accounts for the last financial year. Meetings shall be summoned by the Director giving not less than seven days written notice specifying the Agenda. The quorum at meetings of the Charity shall be 10% of the members present in person and otherwise the provisions of clause 7 (4) shall apply to meetings of the Charity.

The Board of Management

(2) Ordinary meetings of the Board shall be held not less than three times a year. Meetings shall be summoned at not less than seven days written notice. The Board may be specially summoned by the Chair or by a requisition signed by any five members by giving not less than seven days written notice. Ordinary meetings shall be summoned by the Director giving the requisite notice in writing specifying the Agenda.

(3) The Board may establish such working parties as it sees fit from time to time and shall determine the terms of reference for such working parties. Working parties may comprise any Members of the Body provided that the chair of such working parties must be a member of the Board. The chair shall determine the procedure to govern the frequency and conduct of meetings of working parties insofar as such is not laid down by the Board. All working parties shall report by their chair to the next and subsequent meetings of the Board as appropriate.

(4) The quorum at meetings of the Board shall be 4 members present in person when the total number of members of the Board is 12 or less and 6 members present in person when the total number of members is 13 or more. Voting at such meetings shall be by show of hands and in the event of an equality of votes, the Chairman, or other person presiding at the meeting shall have a second or casting vote. The Secretary shall record all proceedings and resolutions of the Charity and Board in a Minute Book which shall be available for inspection by all members.

8. TREASURER

The Board of Management shall appoint a Treasurer who shall be responsible to it for the administration of its finances. The Board of Management shall appoint such signatories for cheques as it shall from time to time deem necessary and all cheques shall be signed by any two authorised signatories.

The financial year shall run from 1st April to 31st March. The Board of Management shall appoint an independent examiner or, if required by law or selected by the Board, an Auditor to carry out an external examination of the Charity's accounts.

9. CUSTODIAN TRUSTEES

The Charity shall appoint from time to time not less than two and not more than five of its members to be Custodians for the purpose of holding land and other property of the Charity. The Custodians shall act on the lawful directions of the Charity and shall be entitled to be indemnified in respect of all expenses properly incurred by them as such Custodians. A Custodian may be removed from office by the Charity in general meeting and may resign his or her custodianship by notice in writing to the Charity provided that there are at least two continuing Custodians.

10. TERMS OF OFFICE

(1) Members of the Board who are representative of other organisations shall hold office for as long as they remain a member of their nominating organisation or until they are removed by such body from membership of the Board. Subject to the provisions of clause 5 (3) thereof members who are elected shall hold office until the 3rd Annual General Meeting of the Charity following their election and shall be eligible for re-election. Members appointed to fill a casual vacancy shall hold office only until the Annual General Meeting next following such appointment and shall be eligible for
re-election.

(2) All members of the Board shall cease to hold office at the Annual General Meeting in the calendar year in which they attain the age of 75 years. Such members may at the express invitation of the Board be elected by the Board to continue to serve on a year to year basis PROVIDED the maximum number of members of the Board is not thereby exceeded.

11. ALTERATION ETC. OF CONSTITUTION

This Constitution and Rules may be rescinded, varied or altered provided that any resolution to rescind vary or alter the Constitution shall have received the assent of not less than two-thirds of the members of the Charity present and voting at a meeting specially convened for the purpose, that notice of such rescission variation or alteration shall have been received by the Director in writing not less than 21 clear days before the meeting at which it is to be brought forward and that at least 14 clear days' notice in writing of such meeting setting forth the terms of the rescission variation or alteration to be proposed shall have been sent by the Director to each member of the Charity AND PROVIDING ALSO that no variation or alteration shall be made which would have the effect of causing the Charity to cease to be a charity at law.

12. DISSOLUTION

The Charity may be dissolved by a resolution passed by a simple majority of the members present in person and voting at a general meeting of which notice has been given specifying the matter to be discussed. Every member of the Body undertakes to contribute to the assets of the Charity in the event of dissolution during the time he or she is a member, or within one year thereafter, for the payment of the debts and liabilities of the Charity contracted before the time at which he or she ceases to be a member and of the cost, charges and expenses of dissolution, such amount as may be required not exceeding £1. On dissolution the assets of the Body shall not be distributed among the members, but, after provision has been made for meeting all outstanding debts and liabilities, they shall be transferred to such other charity or charities for the advancement of arts in education as the members in general meeting shall decide.

Approved November 2007