“THE TREE ARK PROJECT”

Sustainable Community Living Project

& Social Enterprise



Governing Document (Formal Constitution)











SECTION 1 - POWERS


1. Name

1. The name of the organisation shall be “The Tree Ark Project”
   
   

(hereinafter in this constitution referred to as the Association)







2. Aim & Objects

1. AIM:
   
   

To help encourage a different social attitude to the impact of climate change, and an acceptance of people's own responsibility of action.




In all things, “to try to give the opportunity for children to survive through the next steps of our evolution “ recognising and following the latest scientific evidence into the effects of climate change, and their predictions for all future generations and all species of life as we know it as dependent on this planet.







2.2 Objects

a) Develop a “Sustainable Community Living Project” from which to set a working template/blueprint to help propagate further sustainable communities and sustainable lifestyles

b) Provide the opportunity of living in low-impact, affordable housing, and a carbon-free community

c) For the purposes of the initiation of our ability to gain access to land for these purposes, this formal constitution shall be deemed a temporary land holding constitution.







2.3 For the purpose of carrying out these objects, but not otherwise, the Association shall have the following powers:




a) to promote sustainable living.




b) to print and publish, or to arrange to have printed and published, either gratuitously or by way of sale, newspapers, periodicals, books or leaflets.




c) to assist any other organisation financially or other wise, in the furtherance of these objects or any one of them.

1. to employ such staff as the Association sees fit and to appoint consultants and experts under such remuneration as the Association from time to time decides.
   
   

e) to take on leases, contracts and any other legally defined relationship as the Association decides in pursuance of these objects or any one of them.




f) to invest the monies of the Association not immediately required for its purposes in or upon such investments, securities or property, of whatever sort as may be thought fit, subject nevertheless to such conditions (if any) and such consequences (if any) as for the time being be imposed or required by law.




g) in the furtherance of the objects but not otherwise, the Association may obtain, collect and receive money and funds by way of contributions, donations, affiliation fees, subscriptions, legacies, grants and other lawful methods, and accept and receive gifts of property of any description (whether subject to any special trusts or not).




h) to do all such lawful acts or things for the attainment of the above objects or any one of them, provided that notwithstanding the use of any general words hereinafter contained no part of the property or assets of the Association whether of the nature of capital or income shall be applied to or for any object or purpose which is outside the objects of the Association










SECTION 2 - REGULATIONS







3. Membership







3.2 Membership is open to individuals and organisations (including statutory bodies) sympathetic to the aims and objects of the Association.




3.3 The number of representatives to which each organisation shall be entitled shall be determined by the Management Committee from time to time, but shall in no case exceed two.




3.4 Applications for membership shall be submitted in writing to the Association Management Committee that shall then consider the application at the next Committee meeting.




3.5 The Management Committee shall have the right for good and sufficient reasons to terminate membership/involvement of an individual member or representative. The individual or organisation shall be told the matter is to be discussed and shall have the right to make written or verbal representations to the Committee.




3.6 The Association shall have the ability to charge membership fees in respect of individuals or representatives of organisations applying for membership. The outgoing Committee prior to each Annual General Meeting shall determine the level(s) of any such fee(s).










4.Management Committee




4.1 The management of the Association's affairs shall be vested in the Management Committee which shall consist of:




Chairperson

Secretary

Treasurer

Education Liaison Leader




Others, as determined from time to time by the membership at AGM




The Management Committee so constituted shall have a term of office from the end of the AGM till the end of the next AGM.




4.2 Co-opted Members In addition the Management Committee shall have the power to co-opt any person having special knowledge or experience relevant to the objects of the Association provided that the number of co-opted members shall not exceed at any time, one quarter of the membership of the Committee as constituted above, +, where applicable, some inclusions may be formed via co-operative partnering.




4.3 Suspension and Removal The Committee shall have the power to suspend any of its members by unanimous vote of all other members present and voting, with final vote and power of decision held by the Founder/Chair' where there may be a voting tie or conflict of interest/s. This also to cover any unforeseen eventuality and/or emergency bought about through any other cause or by a member's negligence.

Any member of the Committee whether elected, appointed or nominated, who fails to attend three consecutive meetings of the Management Committee without good reason shall be deemed to have resigned from the Committee.




4.4 Casual Vacancies Upon the resignation of any Committee member , the Committee shall have the power to fill such vacancies by requests to the appropriate organisation represented or in the case of elected members by co-option. These vacancies shall be filled for the remainder of the term of office of the person replaced.




4.5 Meetings The Committee shall meet no less than three times between successive AGMs. These meetings to revue and discuss the monitoring of species and site biodiversity, alternative technologies (feedback & analysis), income & expenditure, public accessibility and feedback, and any other matters relating in part or full to the site itself, new innovations, change in climate and the predictions of forthcoming change.




4.6 Quorum A quorum at the Management Committee meetings shall be one quarter of the members of the Committee as defined in 4.1. or two whichever is greater.




4.7 Voting All members of the Committee including Officers and co-optees, , shall have voting rights at Committee meetings. In the event of a tie, the person chairing the meeting shall have the casting vote.




4.8 Observers Any member of the Association shall be entitled to attend meetings of the Management Committee as a non-voting observer. Other persons may attend as observers by prior invitation of the Committee. The Committee shall have the power to exclude any observer from the meeting for the duration of any agenda time.




4.9 Induction Meeting The first meeting of the Management Committee after the AGM may be an 'Induction Meeting' for the benefit of the any new Committee member and/or any new community member subsequent to their joining the community. In this meeting the role of the Association and its Management Committee shall be explained to those present.




4.10 Sub-committees The Management Committee shall have the power to appoint such sub-committees as it considers desirable for any purpose. The Management Committee shall from time to time decide on the terms of reference for all such sub-committees including any delegated powers. Each sub-committee shall appoint its own Chairperson and Secretary. A sub-committee shall have the power to co-opt any person having special knowledge or experience. (i.e. Through links formed with local businesses, voluntary organisations, students and the visiting public.)




The Officers of the Management Committee shall be ex-officio members of all such sub-committees. All acts and proceedings of any such sub-committees shall be reported back to the Management Committee as soon as possible.

1. Staff The Management Committee shall have the right to employ such staff as from time to time it determines and these staff shall be responsible to the Committee.
   
   

5.Officers







5.1 The Officers of the Association shall consist of:




Chairperson, Secretary, Treasurer, Education Liaison Leader.




5.2 All Officers shall be elected by the management committee from among their numbers and any vacancy in respect of these Officers may be filled subsequently by the Committee from within its members.




5.3 The Association shall appoint auditor(s) and decide the amount of remuneration (if any).










6. Meetings of the Association







6.1 Annual General Meetings. The Annual General Meeting shall be held each year at such a time and place as the Management Committee may determine, but in any case shall not be held later than six months after the financial year end. In addition, no two successive Annual General Meetings shall be more than fifteen months apart.




a) Not less than 21 days advance notice of the AGM shall be given to all members. Accompanying the notice there shall be sent a nomination form for the election of Officers and for the election of qualifying members of the Management Committee at AGM.

1. Not less than 14 days before the date of the AGM, the Secretary shall receive in writing notice of all motions and resolutions to be moved at the AGM, together with completed nomination forms. No nominations shall be made without the prior consent of the person concerned.
   
   

c) Not less than 7 days before the date of the AGM, the Secretary shall send to all members:




I) a notice concerning the Agenda of the meeting;




II) a copy of the audited accounts;




III) a list of persons duly nominated for election at the AGM.







d) The business of the AGM shall include:




I) the receiving from the Management Committee of an Annual Report and the audited accounts of the Association;




II) the election of Officers and ..........(No) members of the Management Committee the election of Officers and re-election of those members forming the committee through their position in the Tree Ark Project's Sustainable Community Living Project plus those number of;




III) the appointment of the auditor(s);

1. the consideration of any motions which may have been duly submitted to the meeting as hereinbefore provided the consideration of any motions which may have been duly submitted to the meeting as hereinbefore provided.
   
   

6.2 Extraordinary General Meetings.




a) An Extraordinary General Meeting may be called when:




I) the Management Committee deems it necessary, or




II) upon the requisition in writing of 2 members who shall therein specify the matters to be discussed.

upon the requisition in writing of quorum number of official members who shall therein specify the matters to be discussed.




A requisitioned Meeting shall be called for a date not later than 30 days after the receipt of such requisition.




b) Not less than 21 days notice of the EGM and of the business to be transacted shall be given by the Secretary in writing to all members.




6.3 Voting Persons entitled to vote at General Meetings of the Association shall be those members as at 21 days before the meeting. Observers at the Meeting shall not be entitled to vote. Voting at General Meetings on motions shall be on show of hands. Voting at contested elections shall be by secret ballot unless those entitled to vote at the Meeting decide by unanimous vote that a show of hands can be held instead. Decisions on all matters can be made on simple majorities. In the event of a tie, a second vote shall be held.




6.4 Quorum 20% of members entitled to vote at a Meeting of the Association shall constitute a quorum.

1. Deputies Representatives of organisations unable to attend Meetings may send a deputy with the power to vote, so long as their absence is of genuine reason.
   
   

7. Validation of Proceedings

1. The accidental omission to give notice of a Meeting to any person entitled to receive notice or non-receipt by any person entitled to receive notice shall not invalidate the proceedings at the Meeting.
   
   

(All meeting minutes to be available for public access, personal privacy rights protected.)




8. Finance







8.1The property and any income of the Association shall be applied solely towards the promotion of its objects and no portion thereof shall be paid or transferred by way of profit to any member of the Association




PROVIDED THAT:




nothing herein shall prevent any payment in good faith of reasonable out of pocket expenses. No remuneration may be made except with the approval of the Management Committee.




8.2 A bank account shall be kept in the name of the Association and the Management Committee shall have the power by resolution to determine upon whose signatures cheques may for the time being be drawn upon the Association current or deposit accounts with their bankers, and one of the signatures must include an Officer of the Committee.




8.3 The Management Committee shall cause proper books to be kept with respect to:




I) comprehensive records of all financial transactions by the Association;




II) all sales and purchases of the Association;




III) the assets and liabilities of the Association.




8.4 The books of account shall be kept at the offices of the Association or at other such places as the Management Committee think fit and shall always be open to inspection by members of the general public provided that written notice is given 14 days prior to inspection and subject to exigencies of the services.

1. The financial year of the Association shall be determined by the Management Committee in discussion with the auditor(s) and the accounts of the Association shall be prepared before circulation to the members
   
   

9. Dissolution







9.1 Notice of the intention to call a General Meeting with the purpose of dissolution must be sent to all members at least 28 days prior to the date of the Meeting.




9.2 If upon dissolution there remains - after the satisfaction of all debts and liabilities - any land, property or assets whatsoever, the same shall not be paid to or sold and the proceeds distributed amongst the members of the Association, but shall be given or transferred to such other organisations having objects similar to some or all of the objects of the Association










10. Alterations to the Governing Document







10.1 Alterations to the Governing Document must receive the consent of not less than 2/3rds of the members present and voting at a Meeting of the Association called specifically for that purpose, as long as such amendments or alterations do not alter the intention of the Association to operate within its objects. No amendments of a fundamental nature may be made to Clause 2, Objects; Clause 9, Dissolution; or this Clause




10.2 Resolutions to alter the Governing Document shall be proposed and seconded by members of the Association.

1. Notice of the intention to move such a resolution must be given in writing to all members by the Secretary not less than 28 days before the Meeting at which the resolution is to be proposed.