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Constitution

THE CONSTITUTION OF THE COUNCIL FOR RACIAL EQUALITY IN CORNWALL

Contents

  1. Name
  2. Objects
  3. Mode of operation
  4. Powers
  5. Meetings of the CREC
  6. Membership
  7. Executive committee: composition, duties, meetings
  8. Election of executive committee members and honorary Officers
  9. Honorary Officers
  10. Accounts, annual report and annual return
  11. Finances
  12. Staff
  13. Conduct of Business
  14. Quorum
  15. Notices
  16. Dissolution
  17. Alterations to the Constitution
  18. Interpretation

  1. Name

    The name of the organisation will be the Council for Racial Equality in Cornwall. (herein referred to as "the CREC")

  2. Objects

    The objects of the CREC shall be:

    1. to promote the benefits of a culturally rich society and support the ethnic, racial, religious and linguistic diversity present within the community of Cornwall.
    2. to work towards the elimination of racial discrimination; and
    3. to promote equality of opportunity, and good relations, between persons of different racial and cultural groups;

    especially in Cornwall and the Isles of Scilly (herein referred to as the CREC's 'area of benefit').

  3. Mode of operation

    1. In furtherance of the objects, but not further or otherwise, the CREC may undertake the following functions and within the limits permitted by the law and the trusts may do anything lawful and necessary to fulfil them:

      1. Policy development

        To acquaint organisations, agencies and employers in the statutory, non-statutory, private, voluntary sectors and media, especially in the CREC's area of benefit, with the extent and nature of racial discrimination and inequality experienced by racial groups in the field of social welfare and in particular the fields of housing, employment, education and health care, with the aim of encouraging them to implement policies and practices which will eliminate racial discrimination and promote equality of opportunity, and good relations, between persons of different racial groups.

      2. Community Support

        To support organisations in the CREC's area of benefit which are concerned with the promotion of equal opportunity and good relations between persons of different racial groups, by providing them with such information, advice and other forms of assistance as may be both appropriate and in keeping with the CREC's objects.

      3. Assistance to individuals

        1. To give information, advice and support of a non-financial nature to individuals who seek the CREC's assistance as a consequence of their experience of racism or racial discrimination.
        2. In sub-clause (a) above, 'support' may include representation at tribunals in circumstances where it is unreasonable, having regard to the financial resources available to a complainant, to expect her/him to obtain such representation, subject nevertheless to clause 4 (k) below.

      4. Public education

        To maintain an appropriate programme of public information and public education related to the CREC's objects and functions and obtain relevant information from international sources.

      5. Work programme

        To devise a work programme to guide it in furthering its objects and carrying out its functions in pursuance of this clause. In doing so, it shall have regard to:

        1. priorities for action agreed in national and/or regional planning fora between CREC's, or their representative body, and the Commission for Racial Equality, hereinafter referred to as 'the CREC'; and
        2. priorities for action related to local needs to which it can respond in keeping with its objects.

    2. Working policy

      In furthering its objects and carrying out its functions in pursuance of this clause, the CREC

      1. shall be non-party in politics and non-sectarian in religion;
      2. shall, in its own activities and its employment of staff, implement an effective equal opportunities policy and shall not, therefore, discriminate against any person on grounds of colour, race, nationality, ethnic or national origin, gender, marital status, disability, sexual orientation, age and creed.

  4. Powers

    In furtherance of the objects but not further than otherwise, the CREC shall have the following powers:

    1. to raise funds PROVIDED THAT in raising funds the CREC shall not undertake any permanent trading activities and shall conform to any relevant requirements of law.
    2. to invest temporarily surplus funds not immediately required for the objects;
    3. to rent, lease or buy premises and necessary equipment;
    4. to undertake research and publish the useful results thereof,
    5. to charge fees for services (including for training and corporate consultancy) and publications supplied when it considers it necessary to do so to recover its outlay, but on a non-profit making basis and without engaging in any permanent trading activities;
    6. to employ and pay staff~
    7. to insure to full value against loss or damage any property belonging to the CREC;
    8. to insure and to indemnify its staff and voluntary workers against all such risks incurred in the performance of their duties as may be thought fit.
    9. otherwise to expend funds as necessary to further its objects;
    10. subject to such consents as may be required by law, to sell, mortgage, charge or borrow on the security of, any real property belonging to the CREC;
    11. in the case of a complainant who has been supported by the CREC under clause 3.1.3 (b) above and who is awarded costs, to ask for a donation of a proportion of those costs in order to recover its outlay;
    12. power to do all such other lawful things as are necessary for the furtherance of the objects.

  5. Meetings of the CREC

    1. The CREC shall meet not less often that three times a year. One of these meetings shall be the annual general meeting, which shall take place in the first four months of the financial year. Fourteen days notice of ordinary general meetings, and a minimum twenty-one days notice of annual general meetings, shall be given to all members by the Secretary.
    2. Nominations for election to the membership panel (constituted by clause 6.6 below) and the executive committee (constituted by clause 7 below) must be made and, in the case of the executive committee, seconded by members of the CREC in writing and must be in the hands of the Secretary at least 7 days before the annual general meeting.
    3. Extraordinary meetings of the CREC shall additionally be convened at any time on the application of one-sixth of the total membership, or of not fewer than six members of the executive committee (constituted by clause 7 below). The application shall be made in writing to the Secretary and shall state the only business to be transacted at the meeting. Subject to the requirements of clauses 16 and 17, fourteen days notice of an extraordinary meeting shall be given to all members by the Secretary.
    4. The CREC may determine whether all or part of any CREC meeting shall be closed to the public, provided that only members of the CREC may vote at the meetings of the CREC.

  6. Membership

    1. The CREC shall consist of not fewer than 20 full members, all of whom shall live in, work in, or be organisations operating in, the CREC's area of benefit.

      1. Full membership

        Full members shall be open to:

        1. individuals who are interested in furthering the work of the CREC;
        2. any body corporate or unincorporated association which is interested in furthering the work of the CREC (hereinafter referred to as 'affiliated members').

        In accordance with clause 6.1.2 below PROVIDED THAT in the case of individual members of the CREC shall have the power to determine the number or proportion of such members and subsequently to amend or remove its subject to the prior approval of the CREC.

        1. Individual and affiliated membership shall be subject to renewal at three-yearly intervals, subject to clauses 6.2.1, 6.2.2 and 6.3.1 below.
        2. Additionally, affiliated members must renew their commitment in writing to the CREC yearly, subject to clause 6.2.3 below.

      3. No individual shall be allowed to be a full individual member and at the same time be the nominated voting representative of an affiliated member. Where an existing full member is so nominated his/her full membership will be suspended for the period whilst representing affiliated members.

    2. Affiliated Members

      1. Organisations which operate in the CREC's area of benefit, and which at the time their initial application or application for three-yearly renewal have been in existence for at least six months, may be admitted to initial or renewed affiliated membership if they:

        1. make a written declaration of their commitment to the CREC's objects and their desire to work strategically towards the achievement of those objects;
        2. satisfy the CREC that there is nothing in their constitution, aims or actions which conflicts with the CREC's objects and functions.

      2. With each application for initial and renewed affiliated membership, there shall be supplied to the CREC the following documentation or an assurance that such documentation will be supplied to it within six months of the date of its admission as an affiliated member.

        1. a copy of the organisation's current constitution or other documents setting out its aims and objectives;
        2. in the case of religious organisations, a copy of the organisation's statement of beliefs, address of place of worship, and name of governing body or umbrella organisation (if any);
        3. evidence in writing that the organisation has a bona fide membership based on the criteria set out in clause 6.2.3 below;
        4. if the organisation employs staff or provides services, a copy of its equal opportunities policy;

        Failure to comply with the foregoing requirements shall cause the affiliated membership to lapse at the end of the above-mentioned six months period.

      3. In considering each application for yearly renewal of commitment, the CREC shall:

        1. seek confirmation that the affiliated member's constitution or statement of aims and objectives and its equal opportunities policy remain in force (as a minimum, the affiliated member must sign a statement confirming this);

        2. seek evidence that it still has a bona fide membership by reference to:

          1. the number of members;
          2. whether the members are related to each other or not;
          3. whether the membership duplicated that of another organisation, in part or wholly.

          An affiliated member, all or a majority of whose members are

          1. related to each other, and/or
          2. members of another organisation

          shall be deemed not to have a bona fide membership.

      4. Each affiliated member may at each annual general meeting nominate two persons of IS years or over to represent it and to vote on its behalf at meetings of the CREC.

      5. Each representative shall have one vote exercisable personally.

      6. In keeping with the statement made in accordance with clause 6.2.1 (a) above, the persons nominated shall, before they are recognised by the CREC as representatives, also declare in writing that they subscribe to its objects, and shall thereafter renew their declaration annually during their period of service.

      7. An affiliated member may replace one or both of its representatives PROVIDED THAT:

        1. it may not do so between its annual renewal of commitment and the annual general meeting of the CREC;
        2. at all other times it gives notice in writing to the Secretary and its representative of its intentions to do so not less than seven days before the CREC meeting at which it desires its new representative(s) to take office; and
        3. the provisions of clause 6.2.6 above are observed.

    3. Individual Members

      A person living or working in the CREC's area may be admitted as an individual member of the CREC, and her/his membership may be renewed at three-year intervals, provided that she/he submits a written declaration of her/his commitment or renewed commitment to the CREC's objects and desire to work for the fulfilment of the CREC's functions.

      1. Each individual member of the CREC shall have one vote exercisable personally.
      2. No member of the CREC who is under the age of 18 may be nominated for, or election to the membership panel (constituted by clause 6.6 below) and the executive committee (constituted by clause 7 below).

    4. Associated membership

      6.4.1 The CREC may at its discretion admit to no-voting associate membership:

      1. any person whose application for individual voting membership cannot be accepted because the number or proportion of individual members has already reached the limit determined by the CREC under the provisions of clause 6.1.1 above.
      2. any individual who lives outside the CREC's area of benefit, provided that she/he is not a member or associate member of any other CREC.

      No person shall be admitted to associate membership unless she/he fulfils the requirements of clause 6.3.1 above.

      Associate members may attend CREC meetings with the right to speak but not to vote.

    5. Termination of membership and withdrawal of recognition

      1. The executive committee (constituted by clause 7 below) shall have power to -

        1. terminate the membership of -

          1. an affiliate member, or
          2. an individual member, or
          3. an associate member

          whose actions or whose consistent failure to participate in the affairs of the CREC, are or is deemed to be prejudicial to the interests of the CREC; PROVIDED THAT the affiliate or individual or associate member or the representative of an affiliated member shall have the right to be heard by the executive committee (constituted by clause 7 below) before a final decision is made and thereafter a right of appeal to the next ordinary general meeting of the CREC;

        2. withdraw recognition and the right to vote from the representative of an affiliated member.

      2. Any member of the CREC may resign her/his/its membership and any representative of an affiliated member may resign her/his position by giving to the Secretary written notice to that effect.

    6. Membership panel

      1. For the purpose of clause 6.1 to 6.5 above inclusive, the executive committee (constituted by clause 7 below) may establish a membership panel consisting of:

        1. three members of the CREC who are not members of the executive committee (to be elected to the panel at the annual general meeting); and
        2. two members of the executive committee (to be appointed by that committee at first meeting after the annual general meeting).

      2. The executive committee (constituted by clause 7 below) may delegate to the membership panel the following functions and powers:

        1. to receive and consider all applications for individual, affiliated and associate associate membership and annual renewals thereof.
        2. to determine all such applications provided that an organisation or individual wishing to appeal against a decision of the panel shall have the right to do so, and to be heard in such appeal, at the next ordinary general meeting of the CREC;
        3. to recommend to the executive committee (constituted by clause 7 below) termination of membership or withdrawal of recognition and the right to vote under clause 6.5.1 above.
    7. Appeals against refusal of admission to or renewal of membership and termination of membership or withdrawal of recognition and the right to vote
      1. The outcome of appeals to the CREC under clause 6.5.1 and 6.6.2 above shall be determined by a simple majority of members present and voting.
      2. When appeals are being heard under clauses 6.4.1 or 6.6.2 above, those members of the executive committee and/or of the membership panel who were present at a meeting which took the decision now the subject of appeal, together with individual appellants or appellant organisations or appellant representatives shall not exercise their vote.

    9. Consultant Observers

      1. Any Commissioner or officer of the CRE may attend meetings of the CREC as a consultant observer with the right to speak but not to vote. This provision shall extend to meetings of the executive committee. (Constituted by clause 7 below).
      2. The CREC shall determine, on the recommendation of the executive committee, whether invitations to attend meetings and contribute as consultant observers, should be extended to the representatives of other organisations in the public, private or voluntary sectors. Consultant observers shall have no right to vote.

  7. Executive committee: composition, duties, meetings

    1. Subject as herein provided, the CREC and its property shall be administered and managed in accordance with this constitution, and having regard to specific policy decisions of the CREC, by members of the executive committee hereinafter constituted (who shall be the charity trustees within the meaning of section 97(1) of the Charities Act 1993).

    2. The executive committee shall consist of~

      1. not more than 18 members (unless the CRE gives prior approval to a larger number), of whom -
      2. not fewer than two thirds of the total at any time shall be full members of the CREC elected by ballot at the time of the CREC's annual general meeting in accordance with clause 8.1(a) below, and
      3. not more than one third of the total at any time may be -
        1. not more than two persons each appointed by local authorities in the CREC's area of benefit or such other number as may be approved in writing by the CRE; and/or
        2. persons co-opted by the executive committee itself in accordance with clause 8.7 below.

    3. The duties of the executive committee shall be to administer and manage the CREC and its property in accordance with clause 7.1 above and shall include the following specific functions.

      1. to exercise the powers of the CREC conferred by clause 4 above.
      2. the maintenance of premises;
      3. the implementation of statutory health and safety provisions;
      4. attention to legal matters affecting the CREC and its property;
      5. in consultation with the CREC, to prepare, implement, monitor and evaluate an appropriate programme of work in accordance with clause 3.2 above.
      6. to report on its activities and decisions to each annual and ordinary general meeting of the CREC, and in so doing the executive committee may make such recommendations and/or seek such endorsement by the CREC as the executive committee may think fit.

    4. Meetings and proceedings of the executive committee

      1. The executive committee shall hold at least six ordinary meetings each year. A special meeting may be called at any time by the Chair 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 the appointment of a co-opted member, not less than 21 days notice must be given.
      2. Every matter shall be determined by a majority of votes of the executive committee present and voting on the question but in the case of equality of votes, the Chair shall have a second or casting vote.
      3. The executive committee shall keep minutes, in books kept for the purpose of the proceedings at meetings of the executive committee.
      4. The executive committee may from time to time make and alter rules for the conduct of its business, the summoning and conduct of its meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

    5. The executive committee shall appoint from its members the following sub-committee whose meetings and proceedings shall be governed by clause 7.4 above:

      1. A finance and general purposes sub-committee, to which it may delegate revocably its obligations under clause 10 below. This sub-committee shall consist of no more than five persons being members of the executive committee, of whom one shall be the honorary Treasurer. The sub-committee shall report on its activities and decisions to each meeting of the executive committee, and in doing so it may make such recommendations and/or seek such endorsement by the executive committee as the sub-committee may think fit.

      2. A personnel sub-committee consisting of seven persons being full members of the CREC, of whom one shall be the honorary Chair, whose composition shall have regard to the equal opportunities policy of the CREC. Within the limits and guidelines set down by the executive committee, it shall have responsibility for all stages of the recruitment and appointment of staff, their conditions of service, and matters relating to discipline and grievances.

        1. Two panels consisting of three members of the personnel sub-committee shall be set up, as and when necessary, to deal with:

          1. the appointment of staff
          2. disciplinary and grievance matters.
        2. Both panels shall have delegated powers, to make appointments and to resolve disputes respectively, but shall report their decisions to the personnel sub-committee and the executive committee.

    6. The executive committee may appoint other sub-committees, ad hoc working parties or task groups consisting of such persons as the executive committee shall determine for the support of specialist areas of the CREC's work. Each of these shall:

      1. have power to co-opt persons, whether members of the CREC or not, with expertise to offer in its subject area;
      2. include at least one member of the executive committee, to represent the policy interests of the CREC;
      3. report to each meeting of the executive committee, making recommendations on all matters requiring policy decisions.

      Such sub-committees, working parties or task groups shall not have power to commit the executive committee to any particular action.

    7. Any Commissioner or officer of the CRE may attend meetings of the sub-committees, working parties and task groups referred to in clauses 7.5 and 7.6 above, with the right to speak but not to vote.
    8. No member of the executive committee shall acquire any interest in property belonging to the CREC (otherwise than as a trustee for the CREC) or receive remuneration or be interested (otherwise than as a member of the executive committee) in any contract entered into by executive committee.

  8. Election of executive committee members and honorary Officers

      1. The elected members of the executive committee and, from amongst the members of that committee, the honorary Chair, honorary Vice-chair and (unless the senior employee of the CREC acts as Secretary) the honorary Secretary of the CREC shall be chosen by means of a ballot at, or a postal ballot immediately prior to, the annual general meeting of the CREC. Except as provided in Appendix 1 ('Establishing a new CREC') one third of the elected members shall be chosen thus every year. All honorary officers shall be elected annually and hold office until the conclusion of the annual general meeting. Subject to their annual renewal of commitment to the CREC as provided for in clause 6.1.2 (b) above, elected members of the executive committee shall serve for a period of three years, and at the end of the third annual general meeting after their election shall be required to resign.
      2. The honorary Treasurer shall be appointed by the executive committee either from amongst their number, or by co-option in accordance with clause 9.5 below.
    2. At the conclusion of any three-year term of office, a member of the executive committee shall be eligible for re-election for a further period of three years.

    3. Except as provided in Appendix 1 ('Establishing a new CREC') a member who has not been a full individual member of the CREC continuously for a period of six months immediately prior to the election shall not be eligible for election or to be nominated for election to the executive committee or to nominate for or to vote in such election.

      All members who have been full individuals or affiliated members of the CREC continuously for a period of six months prior to the election shall be eligible to be nominated for election to the executive committee and to nominate for and to vote in such election.

    4. Every individual member nominated and seconded in writing to serve on the executive committee may in writing accept the nomination within 14 days of the closing date for nominations and shall at the same time sign a declaration that she/he will:

      1. seek to promote the objects of the CREC and not the interests of any one group of members;
      2. fulfil her/his share of responsibility for:
      1. implementing the CREC's policies and work programme
      2. the employment, management and support of staff
      3. the financial affairs of the CREC;
      4. participate actively in executive committee meetings;
      5. undertake such training as may be required by the CRE.
    5. The first meeting of the newly-elected executive committee shall take place within fourteen days of the annual general meeting, or, in the case of a new CREC, the inaugural general meeting.

    6. Resignation and termination of membership of the executive committee

      1. Any member of the executive committee may resign her/his/its membership by giving to the executive committee written notice to that effect (but only if at least three members of the executive committee will remain in office when the notice of resignation takes effect).
      2. The CREC may at any time invite the resignation of, or dismiss from the membership of the executive committee, a person who, without good cause, fails to fulfil the duties set out in clause 8.4 above or whose actions are prejudicial to the CREC's interests. A member who is dismissed under the provisions of this clause shall have the right to appeal, and to be heard in such appeal, at the next ordinary general meeting of the CREC.

      3. A member of the executive committee shall cease to hold office if she or he

        1. is disqualified from acting as a member of the executive committee by virtue of section 72 of the Charities Act 1993;
        2. becomes incapable by reason of mental disorder, illness or injury of managing and administering her/his own affairs.
      1. For the purposed of enabling it to fulfil its functions more effectively, the executive committee may during each year co-opt persons to serve as members of the committee until the next annual general meeting in accordance with clause 7.2 (c) (ii) above.
      2. Co-optees who are not members of the CREC shall be required to submit a written declaration of her/his commitment to the CREC's objects and desire to work for the fulfilment of the CREC's functions.
    8. If through resignation or other cause a vacancy occurs in the elected membership of the executive committee, the executive committee may appoint a member of the CREC to fill the vacancy until the next annual general meeting.
    9. The appointees of a district or county council to the executive committee shall serve for one year from the time of their appointment and shall thereafter be eligible for re-appointment if the district or county council so wishes. The district or county council may at any time replace one or more of its appointees.

  9. Honorary Officers

    1. The honorary Chair, honorary Vice-chair and honorary Secretary (if any) elected under clause 8.1 (a) above and the honorary Treasurer appointed under clause 9.5 below shall be ex-officio honorary officers of the executive committee.
    2. To assist it to fulfil its responsibilities, the executive committee may elect from among its members such other honorary officers of the executive committee as it sees fit.
    3. The CREC may at any time, at its discretion, and on the recommendation of the executive committee, confer the titles of honorary President or Vice-President on a person or persons subscribing to the objects of the CREC and wishing to support its work. Any title so conferred shall be subject to annual review.

    4. The executive committee, at its first meeting after each annual general meeting of the CREC, shall elect, from among the elected members of the executive committee, members to the membership panel as specified in clause 6.6 above.

      Of these members, one must be elected as membership secretary. The committee shall also, at its first meeting, set up sub-committees as specified in clause 7.5 and 7.6 above.

    5. The executive committee shall, at the same meeting, also appoint annually an honorary Treasurer, who may be an elected member of the executive committee, or may be co-opted for this purpose as one of the co-optees permitted under clauses 7.2 (c) (ii) and 8.7 above.
    6. All members of the executive committee, regardless of the number of years remaining in their three-year period of service, are eligible for election as honorary officers. No person shall serve for more than three years consecutively in any one honorary office except that of the Treasurer.

    7. The duties of the Chair shall be:

      1. to preside at meetings of the CREC and of the executive committee;
      2. to prepare, in consultation with the senior employee of the CREC and within the honorary Secretary (if any) agenda for meetings of the REC and the executive committee;
      3. as may be required by the CREC or executive committee, to act as a principal spokesperson on public occasions or when representations are being made on behalf of the CREC to public bodies;
      4. to uphold the constitution and standing orders of the CREC, to ensure that efficient and proper conduct of its affairs, and to encourage co-operation and goodwill among members and paid staff in promoting the CREC's objects and fulfilling its functions.

    8. The Chair may, on the advice of the senior employee and/or of other members of the executive committee, take decisions under 'Chair's action', provided that:

      1. whenever possible, she/he shall normally so act only after consultation with at least two other members of the executive committee;
      2. all such action shall be reported to the next meeting of the executive committee with the request that it be ratified;
      3. expenditure that may be incurred under Chair's action between any two meetings of the executive committee shall not exceed a sum to be pre-determined by the executive committee;
      4. the Chair shall not have power to employ or dismiss a member of staff but may suspend a member of staff until such time as that member of staff's case may be properly dealt with under discipline and grievance procedures in accordance with clause 7.5.2 above.

    9. The Vice-chair shall deputise for the Chair in the performance of any of the duties listed under clause 9.7 and 9.8 above:

      1. when so requested by the Chair, or
      2. in the absence or non-availability of the Chair.

      In the absence or non-availability of both these officers, the executive committee shall appoint one of its number to act as Chair.

    10. If the office of Chair falls vacant, through resignation or any other clause, the executive committee shall, as soon as possible, elect one of its number to assume the title and duties of the office until the first executive committee meeting after the next annual general meeting. If the person elected to the Chair is the person who has been serving as Vice-chair, the executive committee shall similarly elect a new Vice-chair.

    11. The duties of the Treasurer shall be:

      1. to keep or ensure that proper accounts are kept of all monies received by or on behalf of the CREC and of all payments made on its behalf, that they are presented annually for audit by a qualified auditor, and that the auditor's report thereon is presented to the annual general meeting;
      2. in consultation with the finance and general purposes sub-committee, to prepare an annual budget to cover the work of the CREC and to keep the out-turn under review,
      3. to advise the finance and general purposes sub-committee, and through them the executive committee and the CREC, on all matters, including those listed below under clause 11 below, relating to the CREC's financial management.
      4. to present an account of current income and expenditure to the executive committee at least once a quarter.
    12. If the office of the Treasurer falls vacant, through resignation or any other cause, the executive committee shall, as soon as possible, appoint one of its number or co-opt a person under the provisions of clause 9.5 above, to assume the title and duties of the office.

  10. Accounts, annual report and annual return

    1. The executive committee shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

      1. the keeping of accounting records for the CREC;
      2. the preparation of annual statements of account for the CREC;
      3. the auditing or independent examination of the statements of account for the CREC;
      4. the transmission of the statements of account to the Charity Commissioners.
    2. The executive committee shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Charity Commissioners.
    3. The executive committee shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Charity Commissioners.

  11. Finances

    1. The CREC shall have power to raise money under clause 4. (a) above by means of donations, gifts, covenants, legacies, grant-aid from statutory and non-statutory bodies, loans, and fund-raising events.
    2. At its discretion, the CREC may require affiliated members and individual members to pay an annual subscription of an amount to be determined from time to time by the CREC. The amount of the subscription may vary as between affiliated members, individual members and associate members, and the CREC may waive the payment of such subscriptions, or modify the amount to be paid, at its discretion.
    3. The income and property of the CREC, whencesoever derived, shall be applied by and at the discretion of the executive committee solely toward the promotion of the objects and functions of the CREC as set forth in this constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise, by way of profit to any member of the CREC, provided that nothing herein shall prevent the payment in good faith of reasonable and proper renumeration to any employee of the CREC, not being a member of the executive committee, or the repayment of out-of-pocket expenses incurred as the direct result of the carrying out by an employee of her/his duties as such or by the discharge by any member of the CREC of the CREC's business.
    4. The funds of the CREC, from whatever source, shall be paid into an account or accounts in the name of the CREC at such bank or banks as the executive committee shall from time to time decide. No cheque shall be drawn on the account or accounts unless it bears the signatures of at least two persons, of whom at least one must be a member of the executive committee, from among three persons authorised so to sign by resolution of the executive committee.
    5. No sub-committee, working party or task group shall incur expenditure on behalf of the CREC except in accordance with a budget which has previously been approved by the executive committee.
    6. In the interests of financial control, the executive committee shall determine from time to time the limits within which expenditure may be incurred on the authority of the senior employee and/or of the Treasurer or other honorary officers, and beyond which specific authorisation is required from the finance and general purposes sub-committee.
    7. The CREC shall have power to appoint no fewer that two of its members or a trust corporation to act as holding trustees or Custodian Trustee respectively for the purpose of holding any monies or property for the time being belonging to the CREC. Provided that 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.

    8. The CREC's financial year shall run from the first day of April to the last day of March in the following year. At each annual general meeting:

      1. the report and audited accounts for the past financial year shall be presented by executive committee;
      2. a qualified auditor or auditors shall be appointed to audit the accounts for the current financial year.

  12. Staff

    1. The CREC may appoint such staff as it sees fit. The appointment of staff shall be the responsibility of the personnel sub-committee in accordance with clause 7.5.2 above.

    2. The terms and conditions of employment of all staff shall be governed by:

      1. the provisions of:

        1. the Race Relations Act 1976, the Sex Discrimination Act 1975, the Disability and Discrimination Act 1995, Rehabilitation of Offenders Act 1974, and of codes of practice relating to them;
        2. the Health and Safety at Work, etc. Act 1974 and all other relevant employment legislation;
      2. the equal opportunities policy of the CREC;
      3. all other conditions of grants in aid set by the CRE;

    3. No employees of the CREC shall be a member of the CREC or of the executive committee. Any member of the executive committee:

      1. who applies for paid employment by the CREC shall cease to function as a member of the executive committee while her/his application is being determined.
      2. who accepts paid employment by the CREC shall immediately resign her/his membership of the executive committee.
    4. The senior employee shall be responsible, through the Chair, for efficient and proper conduct of the CREC's day to day affairs.
    5. The CREC, executive committee, sub-committees, working parties and task groups shall have power to invite the attendance, in an advisory capacity, of any paid employee of the CREC at any of their meetings, but no employee shall have a vote at any such meeting.
    6. Every paid employee of the CREC shall be required to withdraw from any meeting when her/his personal terms of service or any other matter relating to her/his employment are to be discussed.

  13. Conduct of Business

    1. The CREC and all its committees shall observe the standing orders attached to the constitution. The CREC shall have power to make additional standing orders relating to the conduct of its affairs, provided that they are fully consistent with all the provisions of the constitution, and that in the event of a conflict between the standing orders and the provisions of the constitution the latter shall prevail.
    2. At all meetings of the CREC and of the executive committee, voting on motions duly proposed and seconded shall be by show of hands, unless at least five members request a ballot. All elections of executive committee members and honorary officers, however, shall be by means of secret ballot.

  14. Quorum

    Meetings of the CREC, including the annual general meeting, shall be deemed to be quorate when at least 10 per cent of the total number of voting members (as defined by clauses 6.2.5 and 6.3.2 above) are present and no less than eight separate memberships. A quorum for meetings of the executive committee shall be five persons, of whom at least four shall be elected members and at least one shall be an honorary officer. A quorum for meetings of the finance and general purposes sub-committee and the personnel sub-committee shall be three persons.

  15. Notices

    Any notice required to be served on any member of the CREC shall be in writing and shall be served by the Secretary or the executive committee on any member personally or by sending through the post in a pre-paid letter addressed to such member at her/his last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

  16. Dissolution

    1. The CREC may at any time be dissolved by a resolution passed by a two thirds majority of those present and voting at a quorate general meeting of the CREC, provided that at least 21 days notice of the intention to move such a resolution has been given by the Secretary to all members. Such a resolution may give instructions for the disposal of any assets held by or in the name of the CREC, provided that if any property remains after the satisfaction of all debts and liabilities such property shall not be paid to or distributed amongst the members of the CREC but shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the objects of the CREC as the CREC may (with the approval of the Charity Commissioners or other authority having charitable jurisdiction) determine.
    2. if notice of the intention to move such a resolution has been given in accordance with clause 16.1 above to two successive meetings of the CREC and neither of them has been quorate, then, providing the resolution provides for the application of all the property of the CREC and has been approved in draft in writing by the Charity Commissioners, or any other authority having charitable jurisdiction, the Chair shall (pursuant this clause) declare the resolution passed 15 minutes after the time for commencement of the second meeting had it been quorate, and shall dispose of any assets in accordance with any instructions in the said resolution.
    3. A copy of the statement of accounts for the final accounting period of the CREC must be sent to the Charity Commissioners.

  17. Alterations to the Constitution

    Alterations may be made to the provisions of this constitution by a resolution (hereinafter called and 'amending resolution'), subject to the following conditions:

    1. No amending resolution to any part of this constitution shall be validly passed unless it has the prior approval of the CRE.
    2. No amending resolution, the effect of which is to make any variation or alteration whatsoever to the objects of the CREC set out in clause 2 of this constitution, to the functions set out in clause 3, or to provisions concerning dissolution set out in clause 16, or to this clause, or which might otherwise affect the charitable status of the CREC, shall be validly passed unless it has received the prior approval of the court or the Charity Commissioners or other authority having charitable jurisdiction.

    3. An amending resolution must be passed by a majority of not fewer than two thirds of the members present and entitled to vote at a quorate meeting of the CREC, and shall not be valid unless:

      1. it has been proposed and seconded by the executive committee or not fewer than ten members of the CREC;
      2. if not emanating form the executive committee, notice of the intention of the proposer and seconder to move the same has been given to the executive committee not less than 28 days before the meeting at which it is intended to move it;
      3. notice of the said intention to move the amending resolution has been given by the executive committee in writing to all members of the CREC not less than 21 days before the meeting at which it is intended to move the same.

  18. Interpretation

    In this constitution:

    1. 'Race', 'racial', 'ethnic', 'discrimination' and 'Commission for Racial Equality' shall have the meaning assigned to them by the Race Relations Act 1976.
    2. References to local authorities shall have the meaning assigned to them by the Local Government Act 1972 or any statutory modification or re-enactment of that Act.
    3. References to the Race Relations Act 1976, the Sex Discrimination Act 1975, Disability and Discrimination Act 1995, the Rehabilitation of Offenders Act 1974 and the Health and Safety at Work etc. Act 1974 shall be deemed to include any statutory modification or re-enactment of those Acts.
    4. 'Cornwall' - Cornwall retains a unique and distinct constitutional relationship with the Crown, based on the Duchy of Cornwall and the Stannaries. For other purposes it is recognised as a Celtic region or nation and enjoys its own national flag.
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