Reading Muslim Council's Constitution
This constitution was adopted in 1995.
A. Name
The name of the Association is: Reading Muslim Council ("the Charity")
B. 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 G of this constitution ("the Executive Committee").
C. Objects
The Charity's objects ("the objects") are:
- The advancement of the Islamic Religion.
- The advancement of education.
- The promotion of recreation and leisure activities.
- The relief of sickness amongst the Muslim community.
- Any other charitable object beneficial to the community and, in particular, the Muslim community.
These objects will be applied in the Greater Reading area.
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
(i) 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 and providing that such funds and contributions are not the proceeds of gambling or financial speculation;
(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip if for use;
(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
(iv) power subject to any consent required by law to borrow money, providing that no interest is charged, and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
(v) 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;
(vi) 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;
(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(viii) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
(ix) power to do all such other lawful things as are necessary for the achievement of the objects.
E. Membership
(1) Membership of the Charity shall be open to:
(i) individuals (over the age of 18 years) who are Muslims or non-Muslims interested in promoting the welfare of Muslims and who have paid any annual subscription laid down from time to time by the Executive Committee, and
(ii) any body corporate or incorporated association which is interested in promoting the welfare of Muslims and has paid any annual subscription (any such body being called in this constitution a "member organisation").
(2) Every member shall have one vote.
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.
(4) 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 representative of the member organisation.
(5) The Executive Committee may unanimously and for good reason terminate the membership of any individual or member organisation: Provided that 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 Executive Committee, accompanied by a friend, before a final decision is made.
F. Honorary Officers
At its first meeting after the first Annual General Meeting the Executive Committee shall elect from amongst its own membership a Chairman, Vice-Chairman, Secretary and a Treasurer who shall all act as officers of both the Executive Committee and the Charity. These officers shall be elected for a period of three years and shall stand down at the third AGM following their election. Co-opted members of the Executive Committee may not be elected as honorary officers.
G. Executive Committee
(1) The Executive Committee shall consist of not less than 4 members nor more than 20 members being either members elected at the annual general meeting or members co-opted in accordance with sub clause (2) of this clause.
(2) The Executive Committee may in addition appoint not more than 6 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.
(3) All the members of the Executive Committee except the honorary officers shall retire from office together at the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
(4) 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 in the appointment or qualification of a member.
(5) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
(6) No person shall be entitled to act a member of the Executive Committee whether on a first or on 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.
H. Determination of Membership of Executive Committee
A member of the Executive Committee shall cease to hold office if he or she:
(1) is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment of modification of that provision);
(2) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(3) is absent without 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;
(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).
I. Executive Committee Members not to be personally interested
(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 enumeration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by Executive Committee.
[(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 meetings at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.]
J. Meetings and proceedings of the Executive Committee
(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 four members of the Executive Committee upon not less than 7 days' notice being given to the other members of the Executive Committee of the matters to be discussed.
(2) The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meetings, the vice-chairman shall act as chairman of the meeting. If both officers are absent the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
(3) In order for the proceedings of a meeting of the Executive Committee to be valid there shall be a minimum of four members present (the quorum).
(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.
(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.
(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.
(7) The Executive Committee may appoint one or more sub-committees consisting of three or more members 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 subcommittee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.
K. Receipts and expenditure
(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 must be signed by at least two members of the Executive Committee. (2) The funds belonging to the Charity shall be applied only in furthering the objects.
L. Property
The Executive Committee shall cause the title to:
(a) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
(b) all investments held by or on behalf of the charity; to be vested either in a corporation entitled to act as a custodian trustee or not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee 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.
M. Accounts
The Executive Committee shall comply with their obligation under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:
(1) the keeping of accounting records for the Charity;
(2) the preparation of annual statements of account for the charity;
(3) the auditing or independent examination of the statements of account of the Charity; and
(4) the transmission of the statements of account of the Charity to the Commissioners.
N. Annual Report
The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.
0. Annual Return
The Executive Committee shall comply with their obligation under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.
P. Annual General Meeting
(1) There shall be an annual general meeting of the Charity which shall be held in the months of May or June in each year or as soon as practicable thereafter.
(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 the members of the Charity. All members of the Charity shall be entitled to attend and vote at the meeting.
(3) The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
(4) 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.
Q. 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.
R. Procedure at General Meetings
(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.
(2) One fifth of the members of the charity or five members, whichever is the greater, must be present at a general meeting in order for its proceedings to be valid.
S. 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 or 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.
T. Alterations of the Constitution
(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 out the terms of the alteration proposed.
(2) No amendment may be made to clause A (the name of charity clause), clause C (the objects clause), clause I ( Executive Committee members not to be personally interested clause), clause U (the dissolution clause) or this clause without prior consent in writing of the Commissioners.
(3) No amendment may be made which would have the effect of making the Charity cease to be charity at law.
(4) The Executive Committee should promptly send to the Commissioners a copy of any amendment made under this clause.
U. 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 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 Executive 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 Commissioners.
V. Arrangements until first Annual General Meeting
Until the first 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 in 1995.