St Dennis and Nanpean Community Trust Constitution.

1. Name

The name of the Charitable Incorporated Organisation is St Dennis and Nanpean Community Charitable Incorporated Organisation (and in this document it is called the ‘Charity).

2. Location of the Principal office

The principal office of the Charity is ClayTAWC, the Old School, Fore Street, St Dennis, Cornwall, PL26 8AF

3. Liability of Members

In the event of the Charity being wound up the Members of the Charity have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

4. Objects

The Charity’s objects (‘Objects’) are:

(1) To promote the preservation of health of people living in the Area of Benefit;
(2) To assist in the provision of recreational facilities for the people living in the Area of Benefit in the interests of social welfare who by reason of their youth, age, infirmity, disablement, financial or social or economic circumstances, have need of such facilities with the object of improving their condition of life;
(3) To promote the protection and improvement of the environment in the Area of Benefit;
(4) To promote sustainable development; sustainable development means “development which meets the needs of the present without compromising the ability of future generations to meet their own needs.
(5) To advance such charitable purposes (according to the law of England and Wales) as the trustees see fit from time to time. Nothing in this constitution shall authorise an application of the property of the Charity for purposes which are not exclusively charitable purposes for the public benefit.

5. Powers

The Charity has power to do anything which is calculated to further its Objects or is conducive or incidental to doing so. In particular, the Charity has power:

1) to raise funds (in doing so, the Charity must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations);
2) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
3) to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity, (in exercising this power, the Charity must comply as appropriate with sections 117 and 122 of the Charities Act 2011);
4) 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 or as security for a grant or the discharge of an obligation, (the Charity must comply as appropriate with sections 124 – 126 of the Charities Act 2011 if it wishes to mortgage land);
5) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
6) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
7) to acquire, merge with or to enter into any partnership or joint venture arrangement with any other Charity;
8) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
9)
a) to employ and remunerate such staff or engage such consultants and advisors on such terms as the Charity thinks fit and to provide pensions to staff, their relatives and dependants. For the avoidance of doubt The Charity may employ or remunerate a Charity Trustee only to the extent it is permitted to do so by clause 7 and provided it complies with the conditions in clause 7.
b) to recruit or assist in recruiting and managing voluntary workers, including paying their reasonable expenses;
(10)
a) to deposit or invest funds;
b) to employ a professional fund-manager; and
c) to arrange for the investments or other property of the Charity to be held in the name of a nominee 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;
(11) to provide indemnity insurance for the Charity Trustees in accordance with and subject to the conditions and to the extent permitted by the Charities Act 2011;
(12) to pay out of the funds of the Charity the costs of forming, registering and administering the Charity.

6. Application of income and property

1) The income and property of the Charity shall be applied solely towards the promotion of the Objects.
2) A Charity Trustee is entitled to be reimbursed from the property of the Charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Charity.
3) A Charity Trustee may benefit from trustee indemnity insurance cover purchased at the Charity’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
4) A Charity Trustee may not receive any other benefit or payment unless it is authorised by clause 7.
5) None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any of Member of the Charity
6) Nothing in this clause shall prevent a Charity Trustee or Connected Person receiving any benefit or payment which is authorised under clause 7.
7. Benefits and payments to Charity Trustees and Connected Persons
(1) General provisions
No Charity Trustee or Connected Person may:
(a) buy or receive any goods or services from the Charity on terms preferential to those applicable to members of the public;
(b) sell goods, services or any interest in land to the Charity;
(c) be employed by or receive any remuneration from the Charity;
(d) receive any other financial benefit from the Charity; unless the payment is permitted by sub-clause (2) of this clause, or authorised by the court or the Charity Commission.
In this clause a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a monetary value.
(2) Scope and powers permitting Charity Trustees’ or Connected Persons’ benefits
(a) A Charity Trustee or Connected Person may receive a benefit from the Charity in the capacity of a beneficiary of the Charity where those benefits are the same as or similar to benefits provided to other beneficiaries.
(b) A Charity Trustee or Connected Person may enter into a contract for the supply of services or of goods that are supplied in connection with the provision of services to the Charity where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a Charity Trustee or Connected Person may provide the Charity with goods that are not supplied in connection with services provided to the Charity by the Charity Trustee or Connected Person.
(d) A Charity Trustee or Connected Person may receive interest on money lent to the Charity at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A Charity Trustee or Connected Person may receive rent for premises let by the Charity Trustee or Connected Person to the Charity. The amount of the rent and the other terms of the lease must be reasonable and proper. The Charity Trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A Charity Trustee or Connected Person may take part in the normal trading and fundraising activities of the Charity on the same terms as members of the public.
(3) Payment for supply of goods only – controls
The Charity and its Charity Trustees may only rely upon the authority provided by subclause (2) (c) of this clause if each of the following conditions is satisfied: 5
(a) The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the Charity or its Charity Trustees (as the case may be) and the Charity Trustee or Connected Person supplying the goods (‘the supplier’) under which the supplier is to supply the goods in question to or on behalf of the Charity.
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
(c) The other Charity Trustees are satisfied that it is in the best interests of the Charity to contract with the supplier rather than with someone who is not a Charity Trustee or connected person. In reaching that decision the Charity Trustees must balance the advantage of contracting with a Charity Trustee or Connected Person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the Charity.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of Charity Trustees is present at the meeting.
(f) The reason for their decision is recorded by the Charity Trustees in the minute book.
(g) A majority of the Charity Trustees then in office are not in receipt of remuneration or payments authorised by clause 7.
(4) In sub-clauses (2) and (3) of this clause:
(a) ‘the Charity’ includes any company in which the Charity:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or
(iii) has the right to appoint one or more Charity Trustees to the board of the company.
(b) ‘Connected Person’ includes any person within the definition in clause 42 
‘Interpretation’.

8. Declaration of Charity Trustees’ interests

A Charity Trustee must:
(1) 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 previously been declared; 
and
(2) 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.

9. Conflicts of interests and conflicts of loyalties

(1) If a conflict of interests arises for a Charity Trustee because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in this constitution, the unconflicted Charity Trustees may authorise such a conflict of interests where the following conditions apply:
(a) the conflicted Charity Trustee is absent from the part of the meeting at which there is a discussion of any arrangement or transaction affecting that other organisation or person;-
(b) the conflicted Charity Trustee does not vote on any such matter and is not to be counted when considering whether a quorum of Charity Trustees is present at the meeting; and
(c) the unconflicted Charity Trustees consider it is in the interests of the Charity to authorise the conflict of interests in the circumstances applying.
(2) In this clause a conflict of interests arising because of a duty of loyalty owed to another organisation or person only refers to such a conflict which does not involve a direct or indirect benefit of any nature to a Charity Trustee or to a Connected Person.

10. Members

(1) Membership of the Charity is open only to the Charity Trustees for the time being. The only persons eligible to be Members of the Charity are its Charity Trustees. Membership is not transferable.
(a) Any Member and Charity Trustee who ceases to be a Charity Trustee automatically ceases to be a Member of the Charity.
(b) The Charity Trustees must keep a register of names and addresses of the Members.

11. Classes of Membership

(1) The Charity Trustees may create associate or other classes of non-voting Membership, and may determine the rights and obligations of such Members (including payment of Membership fees), and the condition for admission to, and termination of Membership of any such class of Members
(2) Other references in this 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 Acts, General Regulations or Dissolution Regulations.
(3) The Charity Trustees may establish classes of Membership with different rights and obligations and shall record the rights and obligations in the register of Members.
(4) The Charity Trustees may not directly or indirectly alter the rights or obligations attached to a class of Membership.
(5) The rights attached to a class of Membership may only be varied if:
(a) three-quarters of the Members of that class consent in writing to the variation; or
(b) a special resolution is passed at a separate general meeting of the Members of that class agreeing to the variation.
(6) The provisions in the Articles about General Meetings shall apply to any meeting relating to the variation of the rights of any class of Members.

12. Termination of Membership

Membership is terminated if the Member concerned:
(1) Gives seven Clear Days written notice of resignation to the Charity ;
(2) Ceases to be a Charity Trustee;
(3) Dies, in which case termination of Membership takes effect as soon as the notice of death is received by the Charity;
(4) Is removed from Membership by the Charity Trustees on the ground that, in their reasonable opinion, the Member’s continued membership is harmful to the Charity (but only after notifying the Member in writing and considering the matter in the light of any written representations which the Member concerned puts forward within twenty one Clear Days of receiving notice).

13. General Meetings

The Charity Trustees may designate any of their meetings a General Meeting of the members of the Charity and may call a General Meeting at any time. The purpose of such a meeting is to discharge any business which must by law be discharged by a resolution of the Members of the Charity as specified in Clause 25 (Decisions which must be made by Members of the Charity). The provisions in clauses 14 (2) 15 (2), 15 (3), and 15 (5) to 15 (18) apply to any General Meetings of the Members with all references to trustees to be taken as references to Members.

14. Notice of meetings

(1) Any two Charity Trustees may call a meeting of the Charity Trustees.
(2) The secretary (if any) must call a meeting of the Charity Trustees if requested to do so by any two Charity Trustees.
(3) The minimum period of notice required to hold a General Meeting of the Charity is fourteen Clear Days.
(4) A General Meeting may be called by shorter notice if it is so agreed by a majority in number of Members having a right to attend and vote at the meeting.
(5) The notice must specify the date time and place of the meeting and the general nature of the business to be transacted.
The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Charity. The Members may allow such third parties to attend all or part of General Meetings as they acting in good faith deem appropriate.

15. Proceedings at meetings

(1) The Charity Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution. A meeting may be held by suitable electronic means agreed by all of the Charity Trustees in which each participant may communicate with all the other participants.
(2) The quorum shall be seven or such number of Charity Trustees as shall comprise a majority 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 Trustees.
(3) 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 vote.
(4) If the number of Charity Trustees is less than the number fixed as the quorum, the continuing Charity Trustees or Charity Trustee may act only for the purpose of filling vacancies or calling a General Meeting.
(5) No business shall be transacted at any meeting unless a quorum is present.
(6) If 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 then the meeting shall be adjourned to such time and place as the Charity Trustees shall determine.
(7) In the case of a General Meeting, the Charity Trustees must reconvene the General Meeting and must give at least seven Clear Days’ notice of the reconvened General Meeting stating the date, time and place of the meeting.
(8) If no quorum is present at the reconvened General Meeting as set out under 7 above within fifteen minutes of the time specified for the start of the meeting the Members present in person or by proxy and entitled to vote at that time shall constitute the quorum for that meeting.
(9) The Members present in person or by proxy at a General Meeting may resolve that the meeting shall be adjourned.
(10) The person who is chairing the General Meeting must decide the date, time and place at which the meeting is to be reconvened unless those details are specified in the resolution.
(11) No business shall be conducted at a reconvened General Meeting unless it could properly have been conducted at the General Meeting had the adjournment not taken place.
(12) If a General 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 reconvened meeting stating the date, time and place of the General Meeting.
(13) Any vote at a General Meeting shall be decided by a show of hands unless before or on the declaration of the result of the show of hands a poll is demanded:
(a) by the person chairing the meeting; or
(b) by at least two Members present in person or by proxy and having the right to vote at the meeting; or
(c) by a Member or Members present in person or by proxy representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting.
(14) In the case of an equality of votes, the person who is chairing the meeting shall have a second or casting vote. The declaration by the person who is chairing the meeting of the result of a vote shall be conclusive unless a poll is demanded.
(15) The result of the vote must be recorded in the minutes of the Charity but the number or proportion of votes cast need not be recorded.
(16)
(a) A demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the person who is chairing the meeting.
(b) If the demand for a poll is withdrawn the demand shall not invalidate the result of a show of hands declared before the demand was made.
(17)
(a) A poll must be taken as the person who is chairing the meeting directs, who may appoint scrutineers (who need not be Trustees) and who may fix a time and place for declaring the results of the poll.
(b) The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
(18)
(a) A poll demanded on the election of a person to chair a meeting or on a question of adjournment must be taken immediately.
(b) A poll demanded on any other question must be taken either immediately or at such time and place as the person who is chairing the meeting directs.
(c) The poll must be taken within thirty days after it has been demanded.
(d) If the poll is not taken immediately at least seven Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.
(e) If a poll is demanded the meeting may continue to deal with any other business that may be conducted at the meeting.

16. Content of proxy notices

1) Any Member of the Charity may appoint another person as a proxy to exercise all or any of that Member’s rights to attend, speak and vote at a General Meeting of the Charity. Proxies must be appointed by a notice in writing (a ‘proxy notice’) which: 11
(a) states the name and address of the Member appointing the proxy;
(b) identifies the person appointed to be that Member’s proxy and the General Meeting in relation to which that person is appointed;
(c) is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the Charity Trustees may determine; and
(d) is delivered to the Charity in accordance with this constitution and any instructions contained in the notice of the general meeting to which they relate.
2) The Charity may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
4) Unless a proxy notice indicates otherwise, it must be treated as:
(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
(b) appointing that person as a proxy in relation to any adjournment of the General Meeting to which it relates as well as the meeting itself.

17. Delivery of proxy notices

1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a General Meeting remains so entitled in respect of that meeting or any adjournment of it,even though a valid proxy notice has been delivered to the Charity by or on behalf of that person.
2) An appointment under a proxy notice may be revoked by delivering to the Charity a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
4) If a proxy notice is not executed by the person appointing the 12 proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.

18. Postal voting

1) The Charity may, if the Charity Trustees so decide, allow the Members entitled to vote to vote by post or electronic mail (“email”) to elect Charity Trustees or to make a decision on any matter that is being decided at a General Meeting of the Members.
2) If postal and/or email voting is to be allowed on a matter, the Charity must send to Members of the Charity not less than 21 days before the deadline for receipt of votes cast in this way:
i. a notice by email, if the Member has agreed to receive notices in this way including an explanation of the purpose of the vote and the voting procedure to be followed by the Member, and a voting form
capable of being returned by email or post to the Charity, containing details of the resolution being put to a vote, or of the candidates for election, as applicable;
ii. a notice by post to all other Members, including a written explanation of the purpose of the postal vote and the voting procedure to be followed by the Member; and a postal voting form containing details
of the resolution being put to a vote, or of the candidates for election, as applicable.
3) The voting procedure must require all forms returned by post to be in an envelope with the Member’s name and signature, and nothing else, on the outside, inside another envelope addressed to ‘The Trust Administrator for St Dennis and Nanpean Community Charitable Incorporated Organisation, at the Charity’s principal office or such other postal address as is specified in the voting procedure.
4) The voting procedure for votes cast by email must require the Member’s name to be at the top of the email, and the email must be authenticated in the manner specified in the voting procedure.
5) Email votes must be returned to an email address used only for this purpose and must be accessed only by the Trust Administrator.
6) The voting procedure must specify the closing date and time for receipt of votes, and must state that any votes received after the closing date or not complying with the voting procedure will be invalid and not be counted.
7) The Trust Administrator must make a list of names of members casting valid votes, and a separate list of members’ casting votes which were invalid. These lists must be provided to a Charity Trustee or other person overseeing admission to, and voting at, the General Meeting. A Member who has cast a valid postal or email vote must not vote at the meeting, and must not be counted in the quorum for any part of the
meeting on which he, she or it has already cast a valid vote. A Member who has cast an invalid vote by post or email is allowed to vote at the meeting and counts towards the quorum.
8) For postal votes, the Trust Administrator must retain the internal envelopes (with the Member’s name and signature). For email votes, the Trust Administrator must cut off and retain any part of the email that includes the Member’s name. In each case, the Trust Administrator must record on this evidence of the Member’s name that the vote has been counted, or if the vote has been declared invalid, the reason for such
declaration.
9) Votes cast by post or email must be counted by all the Trust Administrator before the meeting at which the vote is to be taken. The Trust Administrator must provide to the person chairing the meeting written confirmation of the number of valid votes received by post and email and the number of votes received which were invalid.
10) A resolution in writing or in Electronic Form agreed by all of the Charity Trustees entitled to receive notice of a meeting of the 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 duly convened and held.

19. Votes of Charity Trustees

1) Every Charity Trustee, whether an individual or an organisation, shall have one vote.
2) (Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the person who is chairing the meeting shall be final.

20. Eligibility for Trusteeship

1) A Charity Trustee must be a natural person aged 18 years or older.
2) No one may be appointed a Charity Trustee if he or she would be disqualified from acting under the provisions of clause 26.
3) The first Charity Trustees are as follows:
a. Mr Ian David Lobb;
b. Mrs Julia Anne Clarke;
c. Mr William John Sibley;
d. Mr Christopher John Robins;
e. Mr Kevin William Hugh Wonnacott MBE;
f. Mr Keith Bernard Hodgkinson;
g. Mr John Alan Jobbins Betts;
h. Miss Gemma Coupe;
i. Mrs Glynis Mae Keast;
j. Mr Stephen Robert Greenwood;
k. Mr Steven John Bates;
l. Mrs Sharron Kelsey;
m. Mr Chris Panks.
(4) A Charity Trustee may not appoint an alternate Charity Trustee or anyone to act on his or her behalf at meetings of the Charity Trustees.
(5) An individual may not become a Charity Trustee:
a. in the case of a Resident Charity Trustee unless
i. they are resident in the relevant part of the Area of Benefit and are on the electoral roll and
ii. has already served as a Resident Charity Trustee for a cumulative period of ten years or more provided that the Charity may resolve to allow a longer cumulative period;
b. in the case of a Councillor Charity Trustee they are a serving Cornwall Councillor, St Dennis Parish Councillor or St Stephens in Brannel Parish Councillor;
c. Person living outside the area of benefit having specialist skills or knowledge that would be of benefit to the charity
d. until he or she has signed a declaration of willingness to act as a trustee of the Charity in such form as the Charity requires.
(6) The Charity may also co-opt up to six further persons, (Each a “Co-Opted Advisor”) on such terms as the Charity Trustees shall decide, who shall be entitled to receive notice of, attend and speak at but not vote at 15 meetings, who shall support the Charity with advice, publicity and in relation to any other issues considered appropriate by the Charity from time to time.
(7) If a Co-Opted Advisor resigns then the Charity Trustees may seek to appoint a replacement Co-Opted Advisor from the same employing organisation

21. Functions and Duties of Charity Trustees

The Charity Trustees shall manage the affairs of the Charity and may for that purpose exercise all the powers of the Charity. It is the duty of each Charity Trustee:
a) to exercise his or her powers and to perform his or her functions in his or her capacity as a trustee of the Charity in the way he or she decides in good faith would be most likely to further the purposes of the Charity; and
b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
i. any special knowledge or experience that he or she has or holds himself or herself out as having; and
ii. if he or she acts as a Charity Trustee in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

22. Appointment of Charity Trustees

Subject to the following provisions of this clause 31, the Charity shall have a maximum of thirteen Charity Trustees comprising of the following:
(1) Up to seven Resident Charity Trustees comprising of:
a) Four persons resident in the Parish of St Dennis living within the Area of Benefit;
b) Three persons resident in the Parish of St Stephens in Brannel living within the Area of Benefit;
(2) Up to Seven Councillor Charity Trustees comprising of:
a) Two persons who shall be appointed by Cornwall Council who shall be a serving Cornwall Council Councillor, one representing the St Dennis and Electoral Division and one representing the St Stephen in Brannel Electoral Division;
b) Three persons who shall be appointed by the St Dennis Parish Council each of whom shall be a serving St Dennis Parish Councillor (Subject to clause 41 (2);
c) Two persons who shall be appointed by the St Stephens in Brannel Parish Council each of whom shall be a serving St Stephen in Brannel Parish Councillor.
d) Further individuals may be appointed as Charity Trustees in accordance with clauses 23 and 24.

23. Resident Charity Trustees

Appointment

Subject to the remaining provisions of this clause 23 the Charity Trustees shall be entitled to appoint individuals who are willing to act as Resident Charity Trustees at an Annual General Meeting provided that, at any one time, there are no more than seven Resident Charity Trustees in office.
(1) The Charity shall procure that prior to an Annual General Meeting, any vacancies for Resident Charity Trustees arising from such Annual General Meeting shall be advertised within the relevant neighbourhood in the Area of Benefit.
(2) The Charity shall make such arrangements as it shall see fit to:
a) procure that elections are held in the relevant neighbourhoods in the Area of Benefit; or
b) procure such other fair and transparent appointment process based on merit as it considers appropriate;
to identify the suitable candidates to take on the role of Resident Charity Trustees.
Where the Charity determines that an election shall be held the Charity shall arrange for all proposed nominations for Resident Charity Trustees to be published and publicised within the relevant neighbourhood for at least two weeks in advance of any election to be held in such neighbourhood to elect Resident Charity Trustees.
Where the Charity determines that a fair and transparent process based on merit that is not an election is used the Charity shall ensure that all suitable candidates have reasonable notice of the process to be adopted.
(3) The Charity shall procure that:
a) Where an election is held and such nominees shall be voted on by local residents in accordance with such arrangements as the Charity shall decide.
b) Where a fair and transparent appointment process based on merit other than an election is held, the process adopted shall be in accordance with such arrangements as the Charity shall decide.
(4) The Charity Trustees shall procure that such nominees successfully elected shall be appointed as Resident Charity Trustees at the next meeting following an Annual General Meeting.
(5) Where the Charity has made arrangement for appointment of a Resident Charity Trustee but has not received any nomination to fill a Resident Charity Trustee vacancy in respect of any neighbourhood within the Area of Benefit, the Charity may appoint a Parish Councillor from the relevant neighbourhood to act as Charity Trustee on such terms as the Charity deems appropriate such appointment not to last longer than the retirement of the next third of the Resident Charity Trustees under clause 23 (7).
(6) All Trustees who are entitled to receive notice of a General Meeting must not be given less than 14 Clear Day’s notice of any resolution to be put to the meeting to appoint a Resident Charity Trustee.

Term of Office

(7) Subject to the following provisions of this clause 23 following election, the term of office for each Resident Charity Trustee shall be three years. At the third and each subsequent Annual General Meeting one third of the Resident Charity Trustees or, if their number is not three or a multiple of three, the nearest whole number to one third, shall retire from office.

Retirement

(8) The Resident Charity Trustees to retire by rotation shall be those who have been longest in office since their last appointment. If any Resident Charity Trustees were appointed as such on the same day as those to retire in accordance with clause 23 shall, unless they otherwise agree amongst themselves in writing, be determined by lot.

Resignation

(9) In the event of a Resident Charity Trustee resigning or otherwise ceasing to hold office prior to the expiry of their three year term of office, the Charity shall procure that the person with the next highest number of votes at the relevant election meeting and who is willing to act shall be appointed as a replacement Resident Charity Trustee for the remainder of such term.

24. Councillor Charity Trustees

(1) The Cornwall Council the St Dennis Parish Council and the St Stephens in Brannel Parish Council shall each be entitled to appoint, remove and replace its respective Councillor Charity Trustees by notice in writing to the Charity from time to time. 
(2) Where the Cornwall Council has given notice in writing to the Charity that it does not wish to appoint a serving Cornwall Councillor in accordance with 33 (2) (a) above the St Dennis Parish 18 Council shall be entitled to appoint a fourth serving St Dennis Parish Councillor to the Charity.

25. Non-Resident Charity Trustees

Additional Trustees may be appointed who are not local residents or members of Cornwall Council, the St Dennis Parish Council and the St Stephen in Brannel Parish Council but who have specialist skills or knowledge that would be of benefit to the charity.

Appointment

Non Resident Charity Trustees shall be appointed by the Charity trustees according to their skills and knowledge and the needs of the charity. Their appointment will be approved at a Trustees meeting by majority vote.

Term of Office

Subject to the following provisions of this clause 23 following election, the term of office for
each Non Resident Charity Trustee shall be three years.

26. Decisions which must be made by Members of the Charity.

(1) Any decision to:
a) amend the constitution of the Charity;
b) amalgamate the Charity with, or transfer its undertaking to, one or more other Charities, in accordance with the Charities Act 2011; or
c) wind up or dissolve the Charity (including transferring its business to any other charity) must be made by a resolution of the members of the Charity (rather than a resolution of the Charity Trustees).
(2) Decisions of the members may be made either:
a) by resolution at a General Meeting; or
b) by resolution in writing, in accordance with sub-clause (4) of this clause.
(3) Any decision specified in sub-clause (1) of this clause must be made in accordance with the provisions of clause 38 (amendment of constitution), clause 41 (Voluntary winding up or dissolution), or the provisions of the Charities Act 2011, the General Regulations or the Dissolution Regulations as applicable. Those provisions require the resolution to be agreed by a 75% majority of those Members voting at a General Meeting, or agreed by all Members in writing.
(4) Except where a resolution in writing must be agreed by all the Members, such a resolution may be agreed by a simple majority of all the Members who are entitled to vote on it. Such a resolution shall be effective provided that:
(a) a copy of the proposed resolution has been sent to all the members eligible to vote; and
(b) the required majority of Members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a Member’s agreement must be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as the Charity has specified. The resolution in writing may comprise several copies to which one or more Members has signified their agreement. Eligibility to vote on the resolution is limited to Members who are Members of the Charity on the date when the proposal is first circulated.

27. Disqualification and removal of Charity Trustees 19

A Charity Trustee shall cease to hold office if he or she:
(1) is prohibited by law from being a Charity Trustee;
(2) 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 those provisions);
(3) ceases to be a Member of the Charity unless the Charity decides otherwise;
(4) 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 Charity Trustee and may remain so for more than
three months;
(5) resigns as a Charity Trustee by notice to the Charity (but only if at least three Charity Trustees will remain in office when the notice of resignation is to take effect); or
(6) is, in the opinion of the Charity, guilty of conduct detrimental to the interests of the Charity and the Charity resolves by a majority of the Charity Trustees present and voting (at which at least 10 Charity Trustees
are present) that he should be removed provided that the Charity Trustee concerned has first been given the opportunity to put his case and to justify why he should not be removed as Charity Trustee;
(7) is absent without, in the opinion of the Charity, good reason from 3 General Meetings and the Charity resolves that he should cease to be a Charity Trustee;
(8) is removed by a resolution passed by a majority of Charity Trustees present and voting at a General Meeting after the views of the Charity Trustee concerned has been invited and if received, considered;
(9) comes to an end of his term of office under clause 23 (7).
(10) in the case of a Resident Charity Trustee ceases to be resident in the Area of Benefit;
(11) in the case of a Councillor Charity Trustee , Charity Trustee appointed by the Cornwall Council, that Trustee ceasing to be a serving Cornwall Councillor;
(12) In the case of any Charity Trustee appointed by St Dennis Parish Council, that Trustee ceasing to be a serving St Dennis Parish Councillor;
(13) in the case of any Charity Trustee appointed by St Stephens in Brannel Parish Council, that Trustee ceasing to be a serving St Stephens in Brannel Parish Councillor.

28. Taking of decisions by Charity Trustees

Any decision may be taken either:
(1) at a meeting of the Charity Trustees; or
(2) by resolution in writing or electronic form agreed by all of the Charity Trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more Charity Trustees has signified their agreement.

29. Remuneration of Charity Trustees

The Charity Trustees must not be paid any remuneration unless it is authorised by clause 7.

30. Role of Chairman and Vice Chairman

(1) The Charity must have a Chairman and a Vice-Chairman who are to be elected by the Charity from amongst their number at the first Charity Meeting. The Chairman and Vice Chairman must be elected from the Resident Charity Trustees only (where Resident Charity Trustees are appointed). Where no Resident Charity Trustee is available or willing to act as Chairman the trustees may appoint a Councillor Trustee appointed as a trustee by St Dennis Parish Council or St Stephen in Brannel Parish Council to be Chairman. Where no Council Trustee appointed by t Dennis Parish Council or St Stephen in Brannel Parish Council is available or willing to act as Chairnman the trustees may appoint a Councillor Trustee appointed by Cornwall Council to act as Chairman. The Chairman and the Vice Chairman are to hold office until the start of the meeting which follows the next General Meeting after their appointment or, if sooner, until the individual concerned ceases to be a Charity Trustee.
(2) Unless the Charity resolves otherwise, no individual may serve as Chairman or Vice Chairman for more than three consecutive years.
(3) The Chairman or the Vice Chairman, as the case may be, may resign from his or her position at any time (without necessarily resigning as a Charity Trustee at the same time).
(4) The Chairman or the Vice Chairman, as the case may be, may only be removed at a meeting of the Charity called for the purpose at which a resolution with a majority is passed. The Chairman or the Vice Chairman, as appropriate, must be given an opportunity to explain why he should not be removed.
(5) The Chairman is to chair all meetings of the Charity at which he is present unless he does not wish or is not able to do so.
(6) If the Chairman is not present within 15 minutes after the starting time of a meeting of the Charity or is unwilling to chair a meeting, the Vice Chairman is to chair the Charity meeting. If the Vice Chairman is not present, or is unwilling or unable to chair a meeting, the Charity must elect one of the Charity Trustees to elect to chair a meeting.

31. Delegation by Charity Trustees

(1) The charity trustees may delegate such powers or functions to an individual(s) as the trustees see fit, and, if they do, they shall determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
(2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:
(a) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
(b) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

32. Validity of Charity Trustees’ decisions

(1) All acts done by a meeting of Charity trustees, or of a committee of Charity trustees, shall be valid notwithstanding the participation in any vote of a Charity Trustee:
(a) who was disqualified from holding office;
(b) who had previously retired or who had been obliged by the constitution to vacate office;
(c) who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise; providing that in relation to (1) (a)-(c) above the decision has been made by a majority of the Charity Trustees
at a quorate meeting.
(2) Clause 31(1) does not permit a Charity Trustee or a Connected Person 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 clause 31(1), the resolution would have been void, or if the Charity Trustee has not complied with clauses 7 and 8.

33. Execution of documents

The Charity shall execute documents by signature. A document is validly executed if it is signed by at least two Charity Trustees. 22

34. Minutes

(1) The Charity Trustees must keep minutes of all:
(a) appointments of Officers made by the Charity Trustees;
(b) proceedings at meetings of the Charity;
(c) meetings of the Charity Trustees and committees of Charity Trustees including:
i. the names of the Charity Trustees present at the meeting;
ii. the decisions made at the meetings; and
iii. where appropriate the reasons for the decisions.

35. Accounts

(1) The Charity Trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Charity Commission, regardless of the income of the Charity within 10 months of the financial year end.

36. Register maintenance

(1) The Charity Trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the Charity entered on the Central Register of Charities.

37. Means of communication to be used

Subject to this constitution, any notice or document to be sent or supplied to a Charity Trustee in connection with the taking of decisions by Charity Trustees may also be sent or supplied by the means by which that Charity Trustee has asked to be sent or supplied with such notices or Documents for the time being. Any notice to be given to or by any person pursuant to this constitution:
(1) must be in writing; or
(2) must be given in Electronic Form.
(3) The Charity may give any notice to a Member either:
(a)personally; or
(b) by sending it by post in a prepaid envelope addressed to the Member at his or her Address; or
(c)by leaving it at the Address of the Member; or 23
(d) by giving it in Electronic Form to the Member’s Address.
(e) by placing the notice on a website and providing the person with a notification in writing or in Electronic Form of the presence of the notice on the website. The notification must state that it concerns a notice of a Charity meeting and must specify the place, date and time of the meeting.
(4) 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 Charity.
(5) A Member present in person at any General Meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.
(6) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
(7) Proof that an Electronic Form of notice was properly addressed and sent, shall be conclusive and evidence that the notice was given.
(8) Notice shall be deemed to be given:
(a) Forty eight hours after the envelope containing it was posted; or
(b) in the case of an Electronic Form of communication, 48 hours after it was sent.

38. Indemnity

(1) A Charity Trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(2) In this clause a ‘relevant Charity Trustee’ means any Charity Trustee or former Charity Trustee of the Charity.

39. Amendment of constitution

As provided by sections 224- 227 of the Charities Act 2011:
(1) This constitution can only be amended:
(a) by resolution agreed in writing by all members of the Charity; or
(b) by a resolution passed by a 75% majority of those voting at a general meeting of those members of the Charity called in accordance with clause 14 (Notice of General Meetings)
(2) Any alteration of clause 4 (Objects), clause 41 (Voluntary winding up or dissolution), this clause or any provision where the alteration would provide authorisation for any benefit to be obtained by Charity Trustees or persons connected with them requires the prior written consent of the Charity Commission.

40. Rules

(1) The Charity Trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the Charity.
(2) The bye laws may regulate the following matters but are not restricted to them:
(a) 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;
(b) the conduct of Members of the Charity in relation to each other, and to the Charity’s employees and volunteers;
(c) the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times for any particular purpose or purposes;
(d) the procedure at General Meetings and meetings of the Charity Trustees in so far as such procedure is not regulated by this constitution.
(3) The Charity in General Meeting has the power to alter, add to or repeal the rules or bye laws.
(4) 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.
(5) 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.

41. Disputes

If a dispute arises between Members of the Charity about the validity or propriety of anything done by the Members of the Charity under these 25 clauses, 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.

42. Voluntary winding up or dissolution

i. As provided by the Dissolution Regulations, the Charity may be dissolved by resolution of its members any decision by the members to wind up or dissolve the charity can only be made:
(a) at a general meeting of the members of the charity called in accordance with clause 13 (General Meetings), of which not less than 14 Clear Days’ notice has been given to those eligible to attend and vote:
(i) by a resolution passed by a 75% majority of those voting, or
(ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
(iii) by a resolution agreed in writing by all members of the Charity.
ii. Subject to the payment of all the Charity’s debts:
(a) Any resolution for the winding up of the Charity, or for the dissolution of the Charity without winding up, may contain a provision directing how any remaining assets of the Charity shall be applied.
(b) If the resolution does not contain such a provision, the Charity Trustees must decide how any remaining assets of the Charity shall be applied.
(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the Charity.
iii. The Charity must observe the requirements of the Dissolution Regulations in applying to the Commission for the Charity to be removed from the Register of Charities, and in particular:
(a) the Charity Trustees must send with their application to the Commission:
(i) a copy of the resolution passed by the members of the Charity; a declaration by the Charity Trustees that any debts and other liabilities of the Charity have been settled or otherwise provided for in full; and
(ii) a statement by the Charity Trustees setting out the way in which any property of the Charity has been or is to be applied prior to its dissolution in accordance with this constitution; 26
(b) the Charity Trustees must ensure that a copy of the application is sent within seven days to every member and employee of the Charity, and to any Charity Trustee of the Charity who was not privy to the application.
iv. If the Charity is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed. Expectation of, its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the Charity be applied or transferred in any of the following ways:
(a) directly for the Objects; or
(b) by transfer to any Charity or charities for purposes similar to the Objects;
or
(c) to any Charity or charities for use for particular purposes that fall within the Objects.
v. Subject to any such resolution of the Members of the Charity, the Charity Trustees of the Charity may, at any time before and in expectation of its dissolution, resolve that any net assets of the Charity after all its debts and liabilities have been paid or provision made for them shall on or before dissolution of the Charity be applied or transferred: 
(a) directly for the Objects; or
(b) by transfer to any Charity or charities for purposes similar to the Objects; or
(c) to any Charity or charities for use for particular purposes that fall within the Objects.
vi. In no circumstances shall the net assets of the Charity be paid to or distributed among the Members of the Charity (except to a Member that is itself a Charity) and if no resolution in accordance with clause 66(1) is passed by the Members or the Charity Trustees the net assets of the Charity shall be applied for charitable purposes as directed by the Court or the Commission.

43. Interpretation

Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution. In this constitution:
Words importing one gender shall include all genders, and the singular includes the plural and vice versa. 27
A reference to an Act of Parliament includes any statutory modification or reenactment of it for the time being in force.
“Annual General Meeting” means the annual General Meeting of the Charity.
“Area of Benefit” means the area shown shaded on the attached plan and marked A for the purposes of identification;
“Charity Trustee” means the Charity Trustees of the Charity being Charity Trustees as defined by section 177 of the Charities Act 2011;
“Clear Days” means in relation to the period of a notice means a period excluding:
• the day when the notice is given or deemed to be given; and
• the day for which it is given or on which it is to take effect.
“the Commission” means the Charity Commission for England and Wales;
“Communications Provisions” means the Communications Provisions in Part 10, Chapter 4 of the General Regulations.
“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006) insofar as they apply to the Charity;
“Connected Person” means:
(1) a child, parent, grandchild, grandparent, brother or sister of the Charity Trustee;
(2) the spouse or civil partner of the Charity Trustee or of any person falling within sub-clause (1) above;
(3) a person carrying on business in partnership with the Charity Trustee or with any person falling within sub-clause (1) or (2) above.
(4) An institution which is controlled –
(i) by the Charity Trustee or any Connected Person falling within sub-clause (1), (2), or (3) above; or
(ii) by two or more persons falling within sub-clause (4) (i), when taken together
(5) A body corporate in which –
(i) the Charity Trustee or any Connected Person falling within sub-clauses (1) to (3) has a substantial interest; or 28
(ii)two or more persons falling within sub-clause 5(i) who, when taken together, have a substantial interest.
“Co-Opted Advisors” means the persons appointed pursuant to clause 11;
“Cornwall Council” means the Cornwall Council;;
“Cornwall Councillor” means the chairman or any councillor of the Cornwall Council.
“Councillor Charity trustees” shall mean Charity trustees appointed by the Cornwall Council, St Dennis Parish Council and St Stephens in Brannel Parish Council pursuant to clause 33;
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012;
“Document” includes, unless otherwise specified, any document sent or supplied in Electronic Form;
“Electronic Form” has the meaning given in section 1168 of the Companies Act 2006;
“General Meeting” means a meeting of the Members;
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Member” means a Charity member for the time being of the Charity who is admitted under clause 10;
“Officers” includes the Charity Trustees and the secretary (if any);
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing;
“Resident Charity Trustees” means the Charity Trustees resident in the Area of Benefit appointed pursuant to clause 33;
“Secretary” means any person appointed to perform the duties of the secretary of the Charity.
“St Dennis and Nanpean Electoral Division” means the area set out in the attached plan.
“St Dennis Parish Council” means the Council of the Parish of St Dennis 
“St Dennis Parish Councillor” means the chairman or any member of St Dennis Parish Council. 29
“St Stephens in Brannel Parish Council” means the Council of the Parish of St Stephens in Brannel.
“St Stephens in Brannel Parish Councillor” means the chairman or any member of St Stephens in Brannel Parish Council.