Constitution
1 NAME
The name of the charity is Friends of The Newport Ship.
2 OBJECTIVES
The objectives of the charity are:
2.1 To promote and support the conservation of the Newport Medieval Ship together with all artefacts and, when fully conserved, their effective public display and, if practical, with other maritime relics from the Severn Estuary.
2.2 To facilitate research into the Ship, the possible methods of display and conservation of the vessel and the dissemination of the results of this research to the wider world.
2.3 To promote greater awareness of the Newport Medieval Ship and to foster understanding and appreciation of Newport’s maritime heritage.
3 POWERS
To achieve its objectives, the charity may:
3.1 Acquire funds and/or property via membership subscriptions, donations, sale of merchandise, fees for the delivery of lectures, raffles and any other lawful means as deemed as appropriate by the committee at the time.
3.2 Cooperate with, support financially or otherwise, or merge with other organisations as deemed to be appropriate by the committee. A merger would require the approval of the membership in a special general meeting appropriately convened for the purpose, a simple majority sufficing.
3.3 Publish written material referring to the charity, its activities, the Ship or research relating to the Ship.
3.4 Engage in any other activity to support the Ship Project as deemed appropriate by the committee from time to time.
4 APPLICATION OF INCOME AND PROPERTY
4.1 The income and property of the charity shall be applied solely in promoting the stated objectives.
4.2 Trustees and members are entitled to be reimbursed for reasonable expenses incurred when acting on behalf of the charity, subject to approval by an appropriate committee member(s) and the production of appropriate supporting documentation if requested.
4.3 No portion of the charity’s assets may be used for the benefit of any member, subject to 4.2 above.
5 MEMBERSHIP
5.1 Membership is open to individuals and organisations.
5.2 Honorary Membership. The committee may confer honorary membership on individuals or organisations whom it considers have made a significant contribution in furthering the objectives of the charity. Honorary members will not have voting rights.
5.3 Membership fee rates (individual adult, joint adult, student or organisation) are set annually by the committee and are renewable on 24th August each year.
5.4 Prepayment of membership. A member may purchase more than 1 year’s membership at any renewal up to a limit of 10 years.
5.5 President/Vice president(s). The committee, at its discretion, may appoint a president and/or up to 10 vice presidents. These appointments are non-executive. Those appointed do not have to be members of FoNS and do not automatically become trustees, officers or members of the committee. Selection as president or as a vice president does not prevent an individual from seeking election as a trustee, officer or committee member provided the individual is a paying member of FoNS.
5.6 Lapsed membership. Membership will cease if a subscription is outstanding on 24th February following an annual renewal.
5.7 Cancellation of membership. Membership of the charity can be cancelled for all classes of membership if, in the opinion of the trustees, continued membership would not be in the best interests of the charity. Removal of membership shall be actioned by resolution of the trustees at a specially convened committee meeting, a simple majority being required to pass such a resolution. The Chair has the casting vote in the event of a tie. Appendix A outlines the process.
6 GENERAL MEETINGS
6.1 Annual general meeting (AGM). An AGM is to be held every year not more than 3 months from the end of the financial year.
6.1.1 Notice. There will be a minimum of 21 days notice given for an AGM, such notice being valid by both postal or electronic (email) means.
6.1.2 Quorum to be set at 25 members present personally, by proxy, or virtually, or 5% of the membership, whichever is higher.
6.1.3 Proxies. A member may lodge a proxy form to appoint another who will attend the meeting personally to act in their stead. The proxy form may dictate voting intentions on all or some matters on the agenda, leaving the vote on non-specified matters to the discretion of the proxy.
6.1.4 Chair of the AGM. The meeting is to be chaired by the Chair of the charity in the preceding year. If an election results in a change, the new Chair will assume the chair immediately after the announcement of the election results. If the current Chair is not present, the Vice Chair will act. If the Vice Chair is also absent, then one of the other Officers (Secretary or Treasurer) will act.
6.1.5 Agenda. The following matters inter alia, are to constitute the agenda. Apologies for absence, the minutes of the last AGM together with those of any Special General Meeting held since the last AGM, matters arising, Chair’s report, Secretary’s report, financial accounts, election of officers and committee members, appointment of the auditors for the coming year, renewal of delegated powers to the committee (see 7.5 below), any resolutions and any other business.
6.1.6 Requests from the membership that a matter(s) be discussed and voted upon at the AGM. Such request proposed and seconded by members of the charity must be received by the Secretary at least 4 weeks before the date of the AGM. This advanced notice of the proposals will allow the Secretary time to notify the membership of the proposal(s).
6.1.7 Format of meeting. If possible, the meeting will be held in a convenient venue to allow for personal attendance. If external circumstances prevent this, then a virtual meeting on an appropriate platform is allowed. A hybrid meeting with personal and virtual attendance will also be permitted. An individual member’s inability to access the platform either in full or in part (lack of sound, for instance) will not affect the validity of such a meeting.
6.1.8 Votes. Where postal voting does not apply, all individual members shall have one vote. Joint members will share one vote. Honorary members will not have voting rights. In the case of a tie, the person chairing the meeting shall have a casting vote.
6.2 Special General Meetings. The Secretary will, as required by the constitution or, if requested by 10% of the membership (notice of such a request in writing to the Secretary), convene a Special General Meeting. Notice (giving details of the reason for convening), quorum, chair and proxy arrangements as in 6.1 above.
7 COMMITTEE
7.1 The charity and its property shall be administered by a committee which must meet at least 4 times per year. Physical meetings are preferred but virtual meetings are acceptable if circumstances dictate. A quorum will be at least 4 elected committee members and include at least one Officer.
7.2 Composition. The committee, all of whom will be Trustees, shall comprise the following:
7.2.1 Elected Officers; Chair, Vice Chair, Secretary and Treasurer
7.2.2 Elected Committee Members up to six additional committee members
7.2.3 Any person seeking election as an officer or committee member must be a member of FoNS
7.2.4 In the event that an officer is no longer able to fulfil his/her duties, one of the other officers may assume responsibility for his/her duties for a strictly limited period until a replacement officer has been appointed from the existing trustees or has been co-opted from the FoNS membership.
7.3 Co-Option. The committee will have the ability to co-opt up to 5 extra members. The members so co-opted will not have voting rights and will not be trustees.
7.4 Terms of office
7.4.1 Elected officers. One quarter of these to retire in rota each year. The process to start with the Chair, followed by the Vice Chair, Secretary and Treasurer. Any officer so retiring will be eligible to seek immediate re-election.
7.4.2 Elected committee members. One third to retire in rotation each year. The process to start with the longest-serving committee members. Any committee member so retiring will be eligible to seek immediate re-election.
7.4.3 Co-opted members. To serve for one year only or from the date of their co-option to the date of the next AGM.
7.5 Voting Rights. All committee members as listed in 7.2.1 and 7.2.2 above to have equal voting rights. The chair of the meeting will have a casting vote in the event of a tie.
7.6 Delegated powers. The committee will have the authority renewed, reviewed or removed at each AGM, to set annual budgetary spending limits for the following purposes:
7.6.1 General advertising (specifically excluding the newsletters), retail replenishment and the funding of the attendance at outside events. Such limits not to exceed 20% of the charity’s net current assets at any time.
7.6.2 To set the Treasurer’s BACS payment value limits without the need to refer back to the membership but to be subject to approval by the committee. Any increase not to exceed 50% of the current level.
7.7 Disqualification and removal of trustees/committee members. A trustee/committee member will be removed if:
7.7.1 They are disqualified from acting as a trustee by virtue of sections 178 & 179 of the Charities Act 2011 or any re-enactment or modification thereof.
7.7.2 They cease to be a member of the society.
7.7.3 Expulsion following inappropriate conduct during committee or sub-committee meetings, or any event where members are working together, and/or interfacing with members of the public as a representative of the charity. Behaviour should be consistent with the aims and objectives of the charity and be restrained and polite. Inappropriate conduct, if complained of, will result in the process outlined in Appendix A.
7.7.4 Failure to attend three consecutive committee meetings, unless a reason for such absence acceptable to a majority of the committee is offered, will result in removal from the committee.
7.8 Sub committees. The committee may appoint sub committees as may be deemed necessary. Such sub committees are to report to the main committee when requested to do so by the Chair.
8 EMPLOYMENT
8.1 The charity may employ persons as the committee deems necessary to further the objectives above. The selection, remuneration level (as long as the annual amount does not exceed the national average pre-tax level in which case membership approval in a special meeting would be required) and job description are the remit of the committee.
8.2 The charity may also enter into contracts for the provision of services (in addition to the auditor) at the discretion of the committee. The duration of such contracts not to exceed 1 year but contracts may be renewed or extended subject to committee approval.
9 FINANCIAL RECORDS AND MATTERS
9.1 The charity’s financial year shall run from the 24th to the 23rd of August.
9.2 The Treasurer is to maintain the accounts of the charity, submitting a report to each committee meeting and submitting annual accounts to a suitably qualified auditor, appointed at the preceding AGM, for audit each year.
9.3 The income and property of the charity, however derived, shall be applied solely towards the achievement of the objectives set out in clause 2 above. No portion shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to profit any member of the charity, provided that nothing shall prevent the remuneration of employees appointed under clause 8 above or the payment or repayment in good faith to any officer or member of the charity of expenses as allowed by clause 4 above.
9.4 The charity may appoint a custodian, trust or a trust corporation of not less than 3 persons to hold any property held by or in trust for the committee; or may, with the agreement of the official Custodian for Charities, transfer to him/her personal property (within the meaning of section 16(2) of the Charities Act 1960) so held and make application for an order vesting in him/her any property held.
9.5 The Treasurer shall maintain a bank account(s) in the name of the charity. Payments on behalf of the charity can be made using the authority levels set by the committee as deemed necessary at the time.
9.6 The charity may invest, in its name, any monies not required for its immediate use in securities with power from time to time to transpose such investments. Trusts are limited by law as to where these investments can be lodged.
10 DISSOLUTION
The charity may at any time be dissolved by a resolution supported by not less than two thirds of those voting at a Special General Meeting of the charity. Such resolution may give instruction for the disposal of any assets held by or in the name of the charity. If any property remains after satisfaction of debts and liabilities, such property shall not be distributed among members of the charity but shall be given or transferred to such other charitable institution or institutions having objectives similar to the objectives of the charity, as the charity may, with the approval of the Charity Commission or any authority having jurisdiction under current legislation, determine.
11 AMENDMENTS TO THE CONSTITUTION
Any amendment of this constitution or appendices shall require the assent of not less than two thirds of the members voting at a Special General Meeting duly convened under clause 6 above, provided that no amendment shall be made to the constitution or appendices that would cause the charity to cease to have charitable status at law. No fundamental change to Clause 2 above shall be made without the approval of the Charity Commission or other authority having jurisdiction.
Appendix A
Disciplinary Principles and Procedure to be followed potentially to sanction a) a committee member or b) a member of Friends of the Newport Ship
This procedure applies to all members of Friends of the Newport Ship (FoNS), including committee members, and its aim is to ensure consistent and fair treatment for all members and that personal information is treated in confidence.
1. Informal action will be considered, where appropriate, to resolve problems
2. No disciplinary action will be taken against a member until the member has been advised of the complaint and the case has been fully investigated. Only when the investigation concludes that there is a case to answer will a disciplinary meeting be held. The investigation will be instigated by the FoNS committee.
3. The member will be given the opportunity to state his or her case, in person or in writing (this written case being received by the Secretary 4 days before the disciplinary meeting) at the disciplinary meeting. Having heard the complaint, the result of the investigation and any representations by the member, the member and anyone accompanying him/her, will leave before any discussion and decision is made at a disciplinary meeting. This disciplinary meeting will comprise a sub-committee of three elected members of the FoNS committee. The member will have 21 days’ notice of this disciplinary meeting.
4. A copy of the investigation report will be provided, where appropriate, in advance of a disciplinary meeting
5. At all stages of the procedure the member will have the right to be accompanied by a representative
6. No member will be removed a) from the committee or b) from membership of Friends of the Newport Ship for a first breach of discipline except in the case of gross misconduct.
7. A member will have the right to appeal against any disciplinary action
8. This procedure may be implemented at any stage if the member’s alleged misconduct warrants this
A first written warning will be in writing and set out the nature of the complaint and the change in behaviour required and the right of appeal. The warning will also inform the member that a final written warning may be considered if there is no sustained improvement or change. A record of the warning will be kept but will be disregarded for disciplinary purposes after a specified period.
A final written warning will be given if the offence is sufficiently serious or if there has been no improvement following a first written warning. It will be given in writing and give details of the complaint, the improvement required and the timescale. It will also warn that failure to improve may lead to removal of the member from the committee or from Friends of the Newport Ship and will refer to the right of appeal. A copy of this written warning will be kept on record but will be disregarded for disciplinary purposes after a specified period subject to the improvement requested.
Removal from the committee or from membership of Friends of the Newport Ship will be actioned if there is still further misconduct. Removal decisions can only be taken by two elected officers. The member will be provided with written reasons for removal and the right of appeal.
Gross misconduct
The following are examples of behaviour normally regarded as gross misconduct.
1. Theft or fraud
2. Physical violence, bullying or verbal aggression
3. Deliberate and serious damage to property
4. Serious misuse of Friends of the Newport Ship’s property or name
5. Serious insubordination
6. Unlawful discrimination or harassment
7. Bringing Friends of the Newport Ship into serious disrepute
8. Serious incapability to perform as a volunteer brought on by substance misuse
9. Causing loss, damage, or injury through serious negligence
10. A serious breach of health and safety rules
11. A serious breach of confidence
If a member is accused of an act of gross misconduct, he/she may be instructed not to attend the ship centre or any outside event while the alleged misconduct is investigated. If, on completion of the investigation and the disciplinary meeting, the sub-committee is satisfied that gross misconduct has occurred, the result will normally be removal from the committee or from membership of Friends of the Newport Ship. This may be for life or for a period of time to be specified at the time.
Appeals
A member who wishes to appeal against a disciplinary decision must do so in writing to the Secretary within five working days. The appeal will be heard by two elected officers of the committee and their decision is final. At the appeal, any disciplinary penalty imposed will be reviewed.
Constitution Revised 20th November 2021