UK Deaf Sport

Adopted on the 14th day of June 2003; re-adopted on the 9th day of September 2006

1. Name

The name of the Association is UK Deaf Sport (“the Charity”)

2. Administration

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 Executive Committee constituted by clause 7 of this constitution (“the Executive Committee”)

3. Objects

The Charity’s objects (“the objects”) are the relief of sport related persons who are deaf or hard of hearing and who are resident in the United Kingdom (“the area of benefit”) in all or any of the following ways:

 

3.1         The promotion of equality and diversity by facilitating the participation of the beneficial class in sport; and

3.2         The encouragement of participation of sport by members of the beneficial class as means of relieving or overcoming their disabilities.

4. Powers

The furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

 

4.1         power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

4.2         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;

4.3         power subject to any consents required by law to sell, lease or dispose of all or any party of the property of the Charity;

4.4         Power subject to any consents required by lay to borrow money and to charge all or any part of the property to the Charity with repayment of the money so borrowed;

4.5         Power to employ such staff (who shall not be members of the Executive 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;

4.6         Power to 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;

4.7         Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

4.8         Power to appoint and constitute such advisory committees as the Executive Committee may think fit;

4.9         Power to do all such other lawful things as are necessary for the achievement of the objects. “Without prejudice to these provisions the Executive may, from time to time, make bye laws, standing orders or rules and regulations for the purposes of the charity and in relation to its members or affiliated organisations. The bye laws, standing orders and rules and regulations shall not be as binding upon members and affiliated bodies as if they were contained within this constitution.”

4.10      The power to delegate such powers and matters as the Executive see fit to a number of their body, or a single employee or group of employees, or a combination of the two, subject to any restriction as may be contained within this constitution, the bye laws, standing orders or rules and regulations.

5. Membership

5.1         Membership of the Charity shall be open to individuals (over the age of 18 years) who are interested in furthering the work of the Charity and who have paid any annual subscription laid down from time to time by the Executive Committee, and

5.2         Any body corporate or unincorporated association which is interested in furthering the Charity’s work and has paid any annual subscription (any such body being called in this constitution a “member organization”.

5.3         Every member shall have one vote “The charity operates a policy of non-discrimination with regard to application for membership.”

5.4         Each member organization 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.

5.5         Each member organization 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 organization, he or she shall forthwith cease to be the representative of the member organization.

5.6         The Executive may, under the provisions of paragraph 4.10, convene a disciplinary panel which, having due regard to the provisions of natural justice and following the procedures contained within the appropriate rules and regulations, can suspend or terminate the membership of any individual or organisation.

6. Honorary Officers

At the annual general meeting of the Charity the members shall elect from amongst themselves a chair, a vice-Chair, a secretary and a treasurer and members of the Executive Committee to fill vacancies arising under clause & 3, who shall hold office from the conclusion of that meeting.

7. Executive Committee

7.1         The Executive Committee shall consist of not less than 10 members of the Charity nor more than 12 members being:

7.1.1     The honorary officers specified in the preceding clause

7.1.2     Not less than 6 and not more than 8 members elected at the annual general meeting who shall hold office from the conclusion of that meeting

7.1.3     The members shall have regard to the following matters when electing the Executive Committee, namely their expertise and skill level in relation to the following areas:

7.1.3.1        financial knowledge

7.1.3.2        personnel skills

7.1.3.3        legal knowledge

7.1.3.4        service users

7.1.3.5        experience of business

7.1.3.6        experience of the voluntary sector

7.1.3.7        secretarial skills

but shall not be bound to appoint members of the Executive Committee on the basis of such expertise or skills.

7.2         The Executive Committee may in addition appoint not more than 4 co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the executive Committee would be co-opted members. Each appointment t of a co-opted member shall be made at a special meeting of the Executive Committee called under clause 10 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 when the post becomes vacant.

7.3         At the annual general meeting one third of the members of the Executive Committee will, if their number is not a multiple of 3 the number nearest to one third shall retire from office.

7.4         The members of the Executive Committee to retire by rotation will be those that have been longest in office since their last appointment or re-appointment but as between persons who came or were last appointed member of the Executive Committee on the same day those to retire shall (unless they otherwise agree amongst themselves) be determined by lot.

7.5         If the Charity at the meeting at which a member of the Executive Committee retires by rotation, does not fill the vacancy the retiring member shall, if willing to act, be deemed to be re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the member is put to the meeting and lost.

7.6         The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect to n the appointment or qualification of a member.

7.7         Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed by disqualified under the provisions of the following clause.

7.8         No person shall be entitled to act as a member of the Executive Committee whether on a first or any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.

7.9         The Executive shall ensure the proper minutes are made of all meetings of the Executive and/or any sub committees or panels formed under the powers granted under para 4.10 and that such minutes are retained within a suitable book or in some other manner as the Executive may determine. Any such minutes shall be deemed to be accurate and sufficient record of the proceedings and of decisions taken once approved by the subsequent meeting of said committee or panel and duly signed by the chair of the meeting at which approval has been given.

8. Determination of Membership of Executive Committee

A member of the Executive Committee shall cease to hold office if he or she:

 

8.1         is disqualified from acting a a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision;

8.2         Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

8.3         Is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or

8.4         Notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect)

8.5         Ceases to be a member of the charity either voluntarily or as a result of a disciplinary hearing.

9. Executive Committee Members not to be personally interested

9.1         Subject to the provisions of sub-clause 2 of this clause no member of the Executive 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 (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.

9.2         Any member of the Executive 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 Executive 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 Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her won instruction or remuneration, or that of his or her firm, is under discussion.

10. Meetings and Proceedings of the Executive Committee

10.1      The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days’ notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days notice must be given.

10.2      The chairman shall act as a chairman at meetings of the Executive Committee. If the chairman is absent from any meeting the members of the Executive Committee present shall choose one of their members to be chairman of the meeting before any other business is transacted.

10.3      There shall be a quorum when at least one third of the numbers of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.

10.4      Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.

10.5      The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.

10.6      The Executive 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.

10.7      The Executive Committee shall appoint one or more sub-committees, consisting of a minimum of 1 member of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

11. Receipts and Expenditure

11.1      The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account shall be signed by at least two trustees or by one trustee and the secretary.

11.2      The funds belonging to the Charity shall be applied only in furthering the objects.

11.3      The Executive shall take such steps as it deems necessary to ensure that the accounting records of the Charity are subject to annual independent audit, including the appointment of such Auditor and agreeing their renumeration, and may not delegate this power or function to any individual, sub committee or officer.

12. Property

12.1      Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:

12.1.1.1     all land held by or in trust for the Charity which is not vested in the Official Custodian for Charities; and

12.1.1.2     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 Exec at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.

 

12.2    If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Executive 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 Executive Committee, and may pay such a nominee reasonable and proper renumeration for acting as such.

13. Accounts

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of the Act) with regard to:

 

13.1      the keeping of accounting records for the Charity

13.2      the preparation of annual statements of account for the Charity

13.3      the auditing or independent examination of the statements of account of the Charity; and

13.4      the transmission of the statements of account of the Charity to the Commission.

14. Annual Report

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of the Act) with regard to the preparation of an annual report and its transmission to the Commission.

15. Annual Return

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of the Act) with regard to the preparation of an annual return and its transmission to the Commission.

16. Annual General Meeting

16.1      There shall be an annual general meeting of the Charity which shall beheld in the month of June each year or as soon as practicable thereafter.

16.2      Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days’ notice of the annual general meeting to all member of the Charity. All the members of the Charity shall be entitled to attend and vote at the meeting.

16.3      Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if she or he is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.

16.4      The Executive Committee shall present to each annual general meeting the reports and accounts of the Charity for the preceding year.

16.5      Nominations for election to the Executive Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

17. Special General Meetings

The Executive Committee may call a special general meeting of the Charity at any time. If at least ten 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. The notice must state the business to be discussed.

18. Procedure at General Meetings

18.1      The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.

18.2      There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present at any general meeting.

19. Notices

Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or be sending through the post in a prepaid letter addressed to such a member at his or her last know address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

20. Alterations to the Constitution

20.1      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 of the terms of the alteration proposed.

20.2      No amendment may be made to clause 1, clause 3, clause 9, clause 21 or this clause without prior consent in writing of the Commissioners.

20.3      No amendment may be made which would have the effect of making the Charity cease to be a charity by law.

20.4      The Executive Committee should promptly send the Commission a copy of any amendment made under this clause.

21. Indemnity

Without prejudice to any indemnity to which a member of the Executive may otherwise be entitled every member of the Executive or officer or Auditor of the Charity shall be indemnified out of the assets of the Charity against any liability incurred by him/her favour or in which he/she is acquitted or in connection with any application in which relief is granted by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Charity.

 

The Charity may purchase and maintain, for any such persons as is referred to above, insurance against any liability which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which he/she may be guilty in relation to the Charity.

22. Dissolution

If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of all the 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 two-thirds majority of those present and voting the Executive Committee shall have the power to realize any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of 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 may determine or failing that shall be applied for some other charitable purpose. A coy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.

23. Arrangements until first Annual General Meeting

Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

Signed          Craig Crowley         Chair – UK Deaf Sport

Signed          Philip Gerrard         Vice-Chair – UK Deaf Sport

Date: 9th September 2006