Our Constitution

(As adopted by the Management Committee on 12 May 1986).

1. Name
The project shall be known as ‘The Friendship Project’, hereafter referred to as the ‘Project’.

2. Object
To provide facilities for the social and physical training of children particularly, disadvantaged children between the ages of 6 and 16 years. Who by reason of their social circumstances, are in need of developing social skills by such means as the Project thinks fit; including the organisation of contacts between such children and reliable older persons able to help them develop such skills. In furtherance of the above object but not further or otherwise the Project may:-

  1. Organise and help individual friendships between such children and somewhat older, mature and stable persons able and willing to help them develop skills, interest and self-confidence and to integrate into the community.
  2. Secure the co-operation for the above purposes of the appropriate statutory bodies and voluntary
  3. Obtain, collect and receive moneys and funds by way of donations, affiliation fees, subscription, legacies, grants and any lawful methods and accept and receive gifts of property of any description (whether subject to special trusts or not) provided that the Project shall not undertake any permanent trading activities in raising funds for its charitable purposes.
  4. Procure and provide information relevant to the Project.
  5. Procure to be written and print, publish, issue and circulate gratuitously or otherwise any reports or periodicals, books, pamphlets or other documents.
  6. Arrange and provide for and join in arranging and providing for the holding of exhibitions,
    meetings, lectures and classes.
  7. Promote, encourage or undertake experimental work within the general purposes of the Project.

3. Council
The Project shall be governed by a Council.

    1. The members of the Council shall be:
      1. The representatives of those voluntary organisations and statutory authorities operating in the area of benefit and pursuing any of the said purposes. In the event of any such individual person resigning or otherwise leaving the said organisation or authority (as the case may be) he or she shall immediately cease to be the representative of that organisation or authority, and shall cease to be a member;
      2. Individuals who are committed to the furtherance of the objects of the Council
      3. Such other persons as are referred to in Clauses 3(e) and 3(f) below who are invited from time to time by the Council to become members.
    2. Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Council; and may appoint an alternative individual to replace its appointed representative at any meeting of the Council if the appointed representative is unable to attend.
    3. Failure of any member organisations to appoint a representative shall in no way invalidate the proceedings of the Council.
    4. Each member organisation shall notify the name of the representative appointed by it and of any alternate to the Secretary.
    5. The Council may from time to time invite any person holding office within the area of benefit to become an ex-officio member of the Council provided always that such a person shall on leaving office cease to be a member.
    6. The Council may co-opt persons having special knowledge or experience and for such period as the Council shall determine provided always that the number of co-opted members shall not exceed at any one time one-fourth of the representative members of the Council.
    7. Every member of the Council shall have one vote.
    8. The Council may invite any person to attend its meetings as an observer but without power to vote.
    9. The Board of Trustees hereinafter mentioned shall have the right for good and sufficient reason to terminate the membership of (i) any voluntary organisations or statutory authority or (ii) any person being a member by virtue of Sub-clauses (e) and (f) of this clause provided that the
      individual person or persons representing such organisation or authority (as the case may be) and the person or persons being members by virtue of Sub-clauses (e) and (f) hereof shall have the right to be heard by the Board of Trustees before a final decision is made.
    10. The Council shall appoint a Management Committee to carry out the purposes of the Project and the Chairman of that Committee and the members thereof shall be ex-officio members of the Council.
    11. The Council shall meet at least annually and within fifteen months of the previous annual meeting and at such other times as its Chairman and the Chairman of the Management Committee shall determine, or if so requested in writing to the Secretary of the Chairman of either Council or Management Committee by at least 50% of the members of the Council.
    12. At least fourteen days’ notice in writing shall be given to members of any meeting of the Council and shall specify the business to be conducted at the meeting and the time and place thereof.
    13. At its annual meeting the business of the Council shall include:-
      1. Receive and consider the Annual Report of the Management Committee on the work of
        the previous year.
      2. Receive and consider the annual accounts duly audited.
      3. Appoint a suitably qualified auditor.
      4. Elect for the period up to the next annual meeting: The Chairman of Council and if thought appropriate, a Vice Chairman, President and Vice President or Vice Presidents. The Chairman and members of the Management Committee which shall include a Secretary and Treasurer.
    14. At any meetings of the Council a quorum shall be one quarter of the members entitled to vote, or such other number as the Council may from time to time determine.

Decisions of the Council and of the Management Committee shall be by a simple majority of those present and entitled to note with the Chairman having an additional casting vote, except that decisions by Council to abandon the Project or to intend it beyond the Council of Warwickshire and the Metropolitan District of Coventry or to vary this Constitution shall require the approval of at least two thirds of those present and entitled to vote.

4. Management Committee

  1. The Management Committee shall consist of not less than 6 and not more than 12 members who
    shall be appointed by Council and chosen to provide the necessary skills and knowledge required
    for the proper fullfilment of the objects of the Project.
  2. The Management Committee shall meet at least four times a year and further if decided by the Chairman or requested in writing by at least 50% of the member entitled to vote.
  3. Members shall be chosen as far as practical to perform the following functions of the Project and to ensure whether by membership or in an advisory capacity that professional advice is available and sought on educational, psychological, social services matters or other problems which may arise:
    1. Chairman
    2. Treasurer
    3. Secretary
    4. Co-ordinator, i.e. Organiser of the volunteer older friends and their counsellors.
    5. Public Relations include those within the supporting organisations.
    6. Social Secretary for fundraising
  4. At any meeting of the Management Committee a quorum shall be three of the members present
    and entitled to vote, or such other number as the Council may from time to time determine.e) The Management Committee shall be empowered:-

    1. To organise and manage the Project so as to carry out the purposes outlined in Clause 2
    2. To expand or curtail the operation within the area prescribed in accordance with the
      funds available.
    3. To appeal for and to raise funds and assistance of any kind and to apply them for the
      purposes of the Project.
    4. To meet any reasonable out of pocket expenses of volunteers whether as friends,
      counsellors or as functional members of or advisers to the Committee or acting for it.
    5. If found necessary to obtain the proper performance of any key function of the Project to
      pay honoraria to specially qualified persons, other than members of the Council or of the
      Management Committee, such amounts not to exceed a total of £1,000 in any one year
      or such sum as the Council may from time to time determine.

5. Finance
a) The Project shall have power to raise money by means of affiliation fees, subscription from
individuals, donations or legacies, grants in aid from statutory authorities and other sources.
b) Any funds received shall be paid into a bank account in the name of ‘The Friendship Project’ with any of the main banks and this account shall be operated as decided by the Management Committee.
c) The funds, income and property of the Project, however derived, shall be applied solely towards the promotion of the purposes of the Project as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise by way or profit to any member of the Council or of the Management Committee. Providing that nothing herein shall prevent the repayment of out of pocket expenses incorrect in good faith for the purposes of the Project, nor the payment of reasonable and proper remuneration to any employee of the Project who is not a member of the Council or of the Management Committee.
d) The Project may appoint a custodian trustee, a trustee corporation or a body of holding trustees of not less than three persons to hold any property held by or in trust for the Project, or may with Official Agreement of the Official Custodian for the Charities transfer to him 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 any property so held.
e) The Project’s year shall run from 1 January to 31st December.
f) At least once in every year the accounts of the Project shall be audited by duly appointed auditors and submitted to Council.

6. Dissolution
The project may at any time be dissolved by a resolution passed by a two-thirds majority of those present and voting at a meeting of the Council of which as least twenty eight days clear notice shall have been sent to all members of the Council. Such resolution may give instructions for the disposal of any assets held by or in the name of the Project, provided that if any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed among the members of the Council or of the Management Committee but shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the objects of the Project as the Council may, with the approval of the Charity Commissioners or other authority having charitable jurisdiction, determine.

7. Alterations to the Constitution
Alterations to the Constitution shall receive the assent of not less than two-thirds of the members of the council present and voting. A resolution for the alteration of the Constitution shall be received by the Secretary of the Council at least twenty eight clear days before the meeting at which the resolution is to be brought forward. At least fourteen clear days notice in writing of such a meeting shall be given by the Secretary to the members and shall include notice of the alterations proposed. Provided that no alteration to Clause 2 shall be made without the approval of the Court of the charity Commissioners or other authority having charitable jurisdiction and no amendment shall be made which would cause the Project to cease to be a charity in law.

8. Interpretation
a) The Interpretation Act 1978 applies for the interpretation of this constitution as it applies for the interpretation of an Act of Parliament.
b) We certify that the Constitution as set out above on five pages is the Constitution as approved by Management Committee on 12 May 1986.

J Hancock – Chairman
S C Rawbone – Secretary

Recorded Amendments to the Constitution
The Constitution was adopted on 12 May 1986 and amended by the Council on 7 September 1993 when it retained clauses 1 and 2 of that Constitution without further amendment but replaces clauses 3 to 8 inclusive with new clauses 3 to 19 inclusive. The general intent of these amendments was to clarify the role and composition of the Council and of the Management Committee, renamed the Board of Trustees.

The Constitution was amended again on 6 March 1995 to note that the area of operation was -extended to the County of Warwickshire and the Metropolitan district of Coventry. The Constitution was amended again on 11 May 2005 when clause 3 – Council was updated.