1. Adoption of the constitution
The association and its property will be administered and managed in accordance with the provisions of this constitution which were adopted at a meeting of the members on (date]
The association’s name is “The Pointer Rescue Service” (and in this constitution it is called the charity).
The objects of the charity (the “objects”) shall be to alleviate suffering and distress caused to dogs, and in particular the breed known as Pointers, which may be ill-treated, abandoned or neglected.
- If the members resolve to dissolve the charity the charity trustees will remain in office and be responsible for winding up the affairs of the charity in accordance with this clause.
- The charity trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the
- The charity trustees must apply any remaining property or money:
- towards such charitable purposes for canine welfare as the charity trustees may decide; or
- in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in
- In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity
- The charity trustees must notify the Commission promptly that the charity has been dissolved. If the charity trustees are obliged to send the charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the charity’s final
5. Amendment of constitution
- The charity may amend any provision contained in this constitution provided that:
- no amendment may be made that would have the effect of making the charity cease to be a charity at
- no amendment may be made to alter the objects if the change would undermine or work against the previous objects of the
- no amendment may be made to clause 3 (Objects-clause 6 (Dissolution) or this clause without the prior consent in writing of the
- any resolution to amend a provision of this constitution is passed by not less than two thirds of the members present and voting at a general
- A copy of any resolution amending this constitution shall be sent to the Commission within twenty one days of it being
- The members of the charity shall be its charity trustees for the time being. The only persons eligible to be members of the charity are its charity trustees. Membership of the charity cannot be transferred to anyone
- Any member and charity trustee who ceases to be a charity trustee automatically ceases to be a member of the
- The only members of the charity as at the date of the adoption of this constitution are the individuals listed in the schedule attached to this constitution and any other organisations as individual who was previously a member of the charity shall cease to be a member as at that
7. Associate (non-voting) membership
- The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such measures (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of
- Other references in this constitution to “members” and “membership” do not apply to non-voting members and non-voting members do not qualify as members for any purposes under the Charities Act 2011 or this
8. General Meetings
- The charity must hold a general meeting within twelve months of the date of the adoption of this
- An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general
- All general meetings other than annual general meetings shall be called special general meetings.
- The charity trustees may call a special general meeting at any
- The minimum period of notice required to hold any general meeting of the charity is fourteen clear days from the date on which the notice is deemed to have been
- A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and
- The notice must specify the date, time and place of the meeting and the general nature of the business to be If the meeting is to be an annual general meeting, the notice must say so.
- The notice must be given to all the members and to the trustees
- No business shall be transacted at any general meeting unless a quorum is
- A quorum is one third of the members entitled to vote upon the business to be conducted at general
- a quorum is not present within half an hour from the time appointed for the meeting; or
- during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the charity trustees shall
- The charity trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date time and place of the
- If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that.
- General meetings shall be chaired by the person who has been elected as Chairman of the charity
- If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a charity trustee nominated by the charity trustees shall chair the
- If there is only one charity trustee present and willing to act, he or she shall chair the meeting.
- If no charity trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the
- The members present at a meeting may resolve that the meeting shall be
- The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the
- No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken
- If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting stating the date time and place of the
- Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may
- A resolution in writing signed by each member who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more
14. Officers and charity trustees
- The charity and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this The officers and other members of the committee shall be the trustees of the charity and in this constitution are together called ‘the charity trustees’.
- The charity shall have the following officers:
- A President;
- A treasurer; and
- An honorary
- No one may be appointed a charity trustee if he or she would be disqualified from acting under the provisions of clause
- The number of charity trustees shall be not less than two but (unless otherwise determined by a resolution of the charity in general meeting) but shall not be more thank
- The first charity trustees (including officers) to serve from the date on which this constitution is adopted shall be those individuals named in the schedule attached to this
- A trustee may not appoint anyone to act on his or her behalf at meetings of the
15. Appointment of trustees
- Apart from the first charity trustees the charity in general meeting shall elect the officers (who shall be the charity) trustees and the other charity
- The charity trustees may appoint any person who is willing to act as a trustee. Subject to sub-clause 6(b) of this clause, they may also appoint charity trustees to act as officers.
- Apart from the first charity trustees who shall serve the terms stated in the schedule attached to this constitution each of the charity trustees shall retire with effect from the conclusion of the twice annual general meeting after his or her appointment but shall be eligible for re-election at that annual general
- Any charity trustee who has served for five consecutive terms may not be reappointed for a sixth consecutive term but may be reappointed after an interval of at least one year.
- No-one may be elected a charity trustee or an officer at any annual general meeting unless prior to the meeting the charity is given a notice that is signed by the person who is to be proposed to show his or her willingness to be
- (a) The appointment of a trustee, whether by the charity in general meeting or by the other charity trustees, must not cause the number of trustees to exceed any number fixed in accordance with this constitution as the maximum number of trustees to exceed any number fixed in accordance with this constitution as the maximum number of trustees.
(b) The charity trustees may not appoint a person to be an officer if a person has already been elected or appointed to that office and has not vacated the office.
16. Powers of trustees
- The charity trustees must manage the business of the charity and have the following powers in order to further the objects (but not for any other purpose):
- to rehouse abandoned or unwanted dogs and to provide and pay for temporary kennelling, veterinary services and transport and to all such other things as may be deemed necessary for the attainment of the objects of the charity; and
- to establish or to secure the establishment of a Centre or Centres (hereinafter called the Centre) and to maintain manage or co-operate with any Local or other Statutory Authority in the maintenance and management of such a Centre for activities promoted by the Service and its constituent bodies. The Association shall be non-party in politics and non-sectarian in religion
- to raise In doing so, the charity trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
- to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
- to sell, lease or otherwise dispose of all or any part of the property belonging to the charity. In exercising this power, the charity trustees must comply as appropriate with sections 117 – 122 of the Charities Act 2011;
- to borrow money and to charge the whole or any part of the property belonging to the charity as security for repayment of the money borrowed. The trustees must comply as appropriate with sections 124 – 126 of the Charities Act 2011, if they intend to mortgage land;
- to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them.
- to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
- to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the objects.
- to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
- to obtain and pay for such goods and services as are necessary for carrying out the work of the charity;
- to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
- to do all such other lawful things as are necessary for the achievement of the objects.
- No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the charity
- Any meeting of charity trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the charity
17. Disqualification and removal of trustees
A charity trustee shall cease to hold office if he or she:
- is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
- In the written opinion, given to the charity, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
- resigns as a charity trustee by notice to the charity (but only if at least two charity trustees will remain in office when the notice of resignation is to take effect); or
- is absent without the permission of the charity trustees from all their meetings held within a period of six consecutive months and the charity trustees resolve that his or her office be
18. Proceedings of trustees
- The charity trustees may regulate their proceedings as they think fit, subject to the provisions of this
- Any charity trustee may call a meeting of the charity
- The secretary (if any) must call a meeting of the charity trustees if requested to do so by a
- Questions arising at a meeting must be decided by a majority of
- In the case of an equality of votes, the person who chairs the meeting shall have a second or casting
- No decision may be made by a meeting of the charity trustees unless a quorum is present at the time the decision is purported to be
- The quorum shall be two or the number nearest to one-third of the total number of charity trustees, whichever is the greater or such larger number as may be decided from time to time by the charity
- A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which that charity trustee is not entitled to
- If the number of charity trustees is less than the number fixed as the quorum, the continuing charity trustees or trustee may act only for the purpose of filling vacancies or of calling a general
- The charity trustees shall appoint one of their number to chair their meetings and may at any time revoke such
- If no one is appointed, or if the person appointed is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the charity trustees present may appoint one of their number to chair that
- The person appointed to chair meetings of the trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the charity
- A resolution in writing signed by all the charity trustees entitled to receive notice of a meeting of trustees or of a committee of charity trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the charity trustees or (as the case may be) a committee of charity trustees duly convened and held.
- The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more charity
19. Conflicts of interests and conflicts of loyalties
A charity trustee must:
- declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not been previously declared; and
- absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the charity and any personal interest (including but not limited to any personal financial interest).
Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.
20. Saving provisions
- Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of the charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:
- who is disqualified from holding office;
- who had previously retired or who had been obliged by this constitution to vacate office;
- who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;
if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.
- Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub-clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 21 (Conflicts of interests and conflicts of loyalties).
- The charity trustees may delegate any of their powers or functions to a committee of two or more charity trustees but the terms of any such delegation must be recorded in the minute
- The charity trustees may impose conditions when delegating, including the conditions that:
- the relevant powers are to be exercised exclusively by the committee to whom they delegate;
- no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the
- The charity trustees may revoke or alter a
- All acts and proceedings of any committees must be fully and promptly reported to the charity
22. Irregularities in proceedings
- Subject to sub-clause (2) of this clause, all acts done by a meeting of charity trustees, or of a committee of trustees, shall be valid notwithstanding the participation in any vote of a trustee:
- who was disqualified from holding office;
- who had previously retired or who had been obliged by the constitution to vacate office;
- who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise; if, without:
- the vote of that charity trustee; and
- that trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate
- Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of trustees if the resolution would otherwise have been
- No resolution or act of:
- the charity trustees
- any committee of the charity trustees
- the charity in general meeting shall be invalidated by reason of the failure to give notice to any charity trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the
The charity trustees must keep minutes of all:
- appointments of officers and charity trustees made by the charity trustees;
- proceedings at meetings of the charity;
- meetings of the charity trustees and committees of charity trustees including:
- the names of the charity trustees present at the meeting;
- the decisions made at the meetings; and
- where appropriate the reasons for the decisions
24. Accounts, Annual Report, Annual Return
- The charity trustees must comply with their obligations under the Charities Act 2011 with regard to:
- the keeping of accounting records for the charity;
- the preparation of annual statements of account for the charity;
- the transmission of the statements of account to the Commission;
- the preparation of an Annual Report and its transmission to the Commission;
- Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the charity trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another
25. Registered particulars
The charity trustees must notify the Commission promptly of any changes to the charity’s entry on the Central Register of Charities.
- The charity trustees must ensure the title to:
- all land held by or in trust for the charity that is not vested in the Official Custodian of Charities; and
- all investments held by or on behalf of the charity, is vested either in a corporation entitled to act as custodian trustee or in not less than two but not more than four individuals appointed by them as holding trustees who shall enter into a deed of trust setting forth the purposes and conditions under which they hold the said property in trust for the charity.
- The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the charity trustees and that if they do so they will not be liable for the acts and defaults of the charity trustees or of the members of the charity.
- The charity trustees may remove the holding trustees at any time
27. Repair and insurance
The trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability.
- Any notice required by this constitution to be given to or by any person must be:
- in writing; or
- given using electronic
- The charity may give any notice to a member either:
- personally; or
- by sending it by post in a prepaid envelope addressed to the member at his or her address; or
- by leaving it at the address of the member; or
- by giving it using electronic communications to the member’s
- A member who does not register an address with the charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the
- A member present in person at any meeting of the charity shall be deemed to have received notice of the meeting and of the purposes for which it was called
- Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
- Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was
- A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.
- The charity trustees may from time to time make rules or bye-laws for the conduct of their business.
- The bye-laws may regulate the following matters but are not restricted to them:
- the admission of members of the charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
- the conduct of members of the charity in relation to one another, and to the charity’s employees and volunteers;
- the setting aside of the whole or any part or parts of the charity’s premises at any particular time or times or for any particular purpose or purposes;
- the procedure at general meeting and meetings of the charity trustees in so far as such procedure is not regulated by this constitution;
- the keeping and authenticating of records. (If regulations made under this clause permit records of the charity to be kept in electronic form and requires a trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
- generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
- The charity in general meeting has the power to alter, add to or repeal the rules or bye laws.
- The charity trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the charity.
- The rules or bye-laws shall be binding on all members of the charity. No rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.
If a dispute arises between members of the charity about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
GINA WILLIAMS, until after the conclusion of the first AGM after the date this constitution is adopted.
DOROTHY TORRES, until the conclusion of the third AGM after the date this constitution is adopted.
CAROL GOODLIFFE, until after the conclusion of the fifth AGM after the date this constitution is adopted.
This constitution was adopted was the constitution of “The Pointer Rescue Service” at a meeting of the members duly convened on fourteenth day of August 2016.