1. Name
1.1. The name of the association shall be the Friends of Crystal Palace Subway (the “Friends”)
2. Aims
2.1. The primary aim of the Friends is to open the Crystal Palace Subway for scheduled public access
2.2. To continue working with local stakeholder groups in regards to public access to the subway
2.3. To support a broader, long-term sustainable plan for the subway, Crystal Palace Park and the surrounding area (the “Aims”)
3. Objectives
The Friends will fulfil the Aims by:
3.1. Applying for planning permission and funding to implement the initiative to reopen the subway from the Southwark side
3.2. Working collaboratively with the landowners (London Boroughs of Bromley and Southwark) in relation to open days and scheduled access
3.3. Maintaining, as appropriate, necessary consents and agreements from the landowners to continue the implementation of the Aims
3.4. Actively engaging the local community in understanding the heritage of the area
3.5. Working with local charities and organisations to develop and improve educational and heritage events and facilities in order to engage the community with their local heritage appreciation
3.6. Involving local people in improving the area and understanding the importance and potential of community assets
3.7. Carrying out and promoting practical conservation
3.8. Raising awareness, educating, encouraging and supporting the local community in good environmental conservation and usage practice by working with statutory and non statutory agencies
3.9. Raising funds and receiving contributions where appropriate to finance the Aims
3.10. Publicising and promoting the Aims
3.11. Opening and maintaining bank accounts with financial controls in place and developing a sustainable financial model
3.12. Making rules for membership of the Friends; the Management Committee (the “Committee”, see section 6) will determine these rules and review membership fees from time to time as may be appropriate
3.13. Ensuring that appropriate insurances are in place
3.14. Organising meetings and events
3.15. Working with similar groups and exchanging information and experiences with them
3.16. Supporting improvements to the local environment
3.17. Using local suppliers wherever possible - sourcing and operating ethically and sustainably wherever possible
3.18. Taking any action that is lawful, which would help it to fulfill the Aims
3.19. Initially establishing as an unincorporated association but intending to apply for charitable status in due course.
4. Membership
4.1. Membership of the Friends shall be open to anyone who is interested in helping the Friends to achieve the Aims and is willing to abide by the rules of the Friends. These will be published publicly and can be amended by the Committee as may be required from time to time.
4.2. The Committee shall have the power to refuse membership status to an applicant where it is considered that such membership would be detrimental to the Aims, objectives or activities of the Friends.
4.3. Membership will only be for individuals applying in a personal capacity.
5. Registration and termination of membership
5.1. Any member of the Friends can resign his/her membership by submitting to the Secretary of the Friends written notice to that effect.
5.2. The Committee can, by resolution passed at a meeting thereof, terminate or suspend the membership of any member if, in its opinion, his/her conduct is prejudicial to the interests, Aims, objectives or activities of the Friends. The individual member shall have the right to be heard by the Committee before the final decision is made and may be accompanied by one person.
6. Management
6.1. The Friends shall be administered by a Committee of not less than five people and not more than twelve elected initially at the inaugural meeting; thereafter the Committee will appoint replacement and new Committee members as it deems appropriate by a simple majority vote of the Committee.
6.2. Voting at Committee meetings shall be by show of hands on a simple majority basis of all present. If there is a tied vote on any matter then the Chair shall have a casting vote.
6.3. Committee Members must be at least 16 years old.
6.4. The officers of the Committee shall be:
6.4.1. The Chair
6.4.2. The Treasurer
6.4.3. The Secretary
and such other officers as the Committee shall deem necessary. If from time to time it is deemed necessary the Committee may co-opt additional Committee members who will not have voting rights.
6.5. For the purposes of holding property and entering into contracts (following prior approval by the Committee) any two of the officers shall be deemed to be acting as trustees on behalf of the Friends.
6.6. The Committee shall meet at least three times a year. Seven days notice of such meetings with an agenda must be circulated to all Committee members.
6.7. Minutes shall be taken at the meetings and once approved by the Committee, and, with confidential information redacted, will be made available by appropriate means to all members of the Friends within 21 days of the meeting.
6.8. At least 50% of the Committee members must be present (including by electronic means) for the meeting to be quorate.
6.9. The Committee shall have the power to set up and dissolve sub-groups and working parties as deemed necessary, which shall be accountable to the Committee.
6.10. The Committee shall draw up an annual budget (the “Budget”) which it shall have the power to amend from time to time as it deems appropriate. The Treasurer will submit an up to date financial report at every Committee meeting.
7. Finance
7.1. Money obtained by the Friends shall be used only for the Friends’ Aims.
7.2. Bank accounts opened for the Friends shall be in the name of the Friends.
7.3. Any cheque issued shall be signed by at least two of any three nominated signatories.
7.4. The Committee, specifically the Treasurer, will ensure that the group stays within the Budget.
7.5. Sponsorship and financial support from organisations or companies will be welcomed. The Committee reserves the right to reject monies if deemed to be from inappropriate sources.
8. Annual General Meeting
8.1. The Committee shall call an Annual General Meeting each year and the first will be within 18 months of the inaugural meeting. The purpose of the Annual General Meeting is for the Committee to present a formal Report and Accounts to its membership; to account for its actions and to consider suggestions from individual members of the Friends about the type of events and activities they would like to support.
8.2. The Chair of the Committee shall normally chair these meetings.
8.3. At least twenty-one days notice of such a meeting must be given and advertised publically as appropriate.
8.4. Annual General Meetings must be minuted, and the minutes will be made available to any interested party.
9. Alteration of the Constitution
9.1. Proposals for amendments to this Constitution and proposals for the dissolution of the Friends (see Clause 10) must be delivered to the Secretary in writing.
9.2. Amendments to the Constitution will generally be made at the Annual General Meeting unless the Committee decides that special circumstances require an Extraordinary General Meeting.
9.3. Extraordinary General Meetings to discuss amendments to the Constitution or dissolution of the Friends can be called by the Committee, or at the request of at least 20 of the Friends with paid up membership. Such requests must be made in writing to the Secretary giving at least 4 weeks notice.
9.4. The Secretary in conjunction with all Committee members shall then decide on the date of an Extraordinary General Meeting to discuss such proposals.
9.5. Any changes to this Constitution must be agreed by at least two-thirds of those members present and eligible to vote at such a meeting.
10. Dissolution
10.1. If agreed by two-thirds of the Committee, the Committee may at any time propose to the members that the Friends be dissolved provided that:
10.1.1. The Committee calls an Extraordinary General Meeting at which dissolution must be agreed by a two-thirds majority of those attending and eligible to vote.
10.1.2. If there is no two-thirds majority at such an Extraordinary General Meeting, then the Committee will automatically stand down and the members present must immediately elect a new Committee. If the members present cannot elect a new Committee at this meeting, then the Friends will automatically be dissolved.
10.1.3. Following the decision at the Extraordinary General Meeting to dissolve the Friends, all members will be notified within 14 days and notice will be made available in three public places.
10.1.4. On dissolution any nett assets of the Friends shall be passed to another group or organisation in the Crystal Palace area with similar aims as determined by the Committee, except in the case of contributions in excess of £2,000 from single individuals or organisations which will be returned to the donors if requested by them (within 14 days of the announcement of the decision to dissolve) pro-rata as determined by the Committee.
11. Adoption of the Constitution
11.1. This Constitution was adopted by the founding members of the Friends who elected the first members of the Committee as recorded below and who were present at the Inaugural Meeting held on:
11.2. Date:....................................... 2013
The following people were present at the Inaugural Meeting (Signed and printed):
11.3.1.................................................... Peter Austin - Committee Member
11.3.2.................................................... Adrian Hill - Committee Member
11.3.3.................................................... Peter Hore - Committee Member
11.3.4.................................................... Jules Hussey - Committee Member
11.3.5.................................................... Karl Richter - Committee Member
11.3.6.................................................... Ray Sacks - Committee Member
11.3.7.................................................... Pat Trembath - Committee Member
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