Ivatt Diesel Recreation Society Constitution (reg Charity: 1147032)
Adopted on the
15 October 2011
of the Constitution
association and its property will be administered and managed in
accordance with the provisions in Parts 1 and 2 of this constitution.
association’s name is The
Ivatt Diesel Recreation Society
(and in this document is called the charity).
charity’s objects (the objects) are
build, preserve, operate, maintain and exhibit the Charity’s
property, in particular, but not limited to, an LMS Diesel
Locomotive to Engine Diagram 279,
two of which were
originally constructed in 1947 and known as the “Ivatt Twins”,
and advance the education of the public in pioneering diesel
traction in the UK.
use the Charity’s property to promote public knowledge,
appreciation and understanding of the historical educational,
scientific, and cultural aspects of the trust property, with
particular regard to its historical significance.
in this constitution shall authorize an application of the property
of the charity for purposes which are not charitable in accordance
with section 7 of the Charities and Trustee Investment (Scotland) Act
of Income and Property
income and property of the charity shall be applied solely towards
the promotion of the objects.
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
A charity trustee may benefit from the trustee indemnity insurance
cover purchased at the charity’s expense in accordance e with,
and subject to the conditions in, section 73F of the Charities Act
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 member of the charity. This does not prevent
a member who is not also a trustee from receiving:
A benefit from the charity in the capacity of a beneficiary of the
Reasonable and proper remuneration for any goods or services
supplied to the charity.
and Payments to Charity Trustees and Connected Persons.
No charity trustee or connected person may:
Buy or receive any goods or services from the charity on terms
preferential to those applicable to members of the public
Sell goods, services or any interest in land to the charity
Be employed, by or receive, any remuneration from the charity
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 (The Commission).
In this clause, a “financial benefit” means a benefit, direct or
indirect, which is either money or has a monetary value.
and power permitting trustees’ or connected persons’ benefits
A charity trustee or connected person may receive a benefit from
the charity in the capacity of a beneficiary of the charity
provided that a majority of the trustees do not benefit in this
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, section 73A to 73C of the Charities Act 1993.
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.
A charity trustee or connected person may receive interest on
money lent to the charity at a reasonable and proper rate which
must be 1% (or more) per annum below the base rate of a clearing
bank to be selected by the charity trustees.
A charity trustee or connected person may receive rent for
premises let by the 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.
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.
for supply of goods only – controls
The charity and its charity trustees may only rely upon the authority
provided by sub-clause 2c of this clause if each of the following
condition is satisfied:
The amount or maximum amount of the payment for the goods is set
out in an agreement in writing between the charity 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.
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.
The other charity trustees are satisfied that it is in the best
interests of the charity to contract with the supplier rather than
someone who is not a charity trustee or connected person. In
reaching that decision the charity trustees must balance the
advantage of contracting with the charity trustee or connected
person against the disadvantages of doing so.
The supplier is absent from any part of the 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.
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.
The reason for their decision is recorded by the trustees in the
A majority of the charity trustees then in office are not in
receipt of remuneration or payments authorised by clause 5.
In sub-clauses 2) and 3) of this clause
“the charity” includes any company in which the charity:
Holds more than 50% of the shares; or
Control more than 50% of the voting rights attached to the
Has the right to appoint one or more trustees to the board of the
“connected person” includes any person within the definition
set out in clause 33 “Interpretation”..
If the members resolve to dissolve the charity the trustees will
remain in office as charity trustees and be responsible for winding
up the affairs of the charity in accordance with this clause.
The trustees must collect in all the assets of the charity and must
pay or make provision for all liabilities of the charity.
The trustees must apply any remaining property or money:
Directly for the objects;
By transfer to any charity or charities for purposes the same as
or similar to the charity;
In such other manner as the Charity Commission for England and
Wales may approve in writing in advance.
The members may pass a resolution before or at the same time as the
resolution to dissolve the charity specifying the manner in which
the trustees are to apply the remaining property or assets of the
charity and the trustees must comply with the resolution if it is
consistent with paragraphs 6.3 (a) to 6.3 (c) above.
In no circumstances shall the net assets if the charity be paid or
distributed among the members of the charity (except to a member
that is itself a charity).
The trustees must notify the Commission promptly that the charity
has been dissolved. If the 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 accounts.
The charity may amend any provision contained in part 1 of this
constitution provided that:
No amendment may be made that would have the effect of making the
charity cease to be a charity at law;
No amendment may be made to alter the objects if the change would
undermine or work against the previous objects of the charity;
No amendment may be made to clauses 4 or 5 without the prior
written consent of the Commission;
Any resolution to amend a provision of Part 1 of this constitution
is passed by not less than two thirds of the members present and
voting at a general meeting.
Any provision contained in Part 2 of the constitution may be
amended, provided that any such amendment is made by resolution
passed by a simple majority of the members present and voting at a
A copy of any resolution amending this constitution shall be sent
to the Commission within twenty one days of it being passed.
Membership shall be open to individuals aged over 16 or
organisations that are approved by the trustees.
shall be open to individuals or organisations invited to become
members of the association by the trustees.
The trustees may only refuse an application for membership if,
acting reasonably and properly, they consider it to be in the best
interests of the charity to refuse the application. The trustees
must inform the applicant in writing of the reasons for the refusal
within twenty one days of the decision. The trustees must consider
any written representation the applicant may make about the
decision. The trustees’ decision following any written
representations must be notified to the applicant in writing but
shall be final.
Membership is not transferable.
The trustees shall maintain a register of members, setting out the
full name and address of each member, the date on which s/he was
admitted to membership, and the date on which any person ceased to
be a member.
Any person who wishes to become a member must
sign, and lodge with the association, a written, or electronic
application for membership.
The management committee shall consider each application for
membership at the first management committee meeting which is held
after receipt of the application.
Any person who wishes to withdraw from
membership shall sign, and lodge with the association, a written
notice or electronic notice to that effect; on receipt of the
notice by the association, s/he shall cease to be a member.
Membership is terminated if:
The member dies, or if it is an organisation, ceases to exist;
The member resigns by written notice to the charity unless, after
the resignation, there would be less than two members;
Any sum due from the member to the charity is not paid in full
within three months of it falling due;
The member is removed from membership by way of a resolution
passed by majority vote at a general meeting (meeting of members),
providing at least at least 21 days’ notice of the intention to
propose the resolution is given to the member concerned,
specifying the grounds for the proposed removal. The member (or
the member’s representative) shall be entitled to be heard on
the resolution at the general meeting at which the resolution is
Any person who wishes to withdraw from membership shall sign, and
lodge with the association, a written notice to that effect; on
receipt of the notice by the association, he or she shall cease to
be a member.
The charity must hold a general meeting within 12 months of the
date of adoption of this constitution
An annual general meeting must be held in each subsequent year and
not more than 15 months shall elapse between successive annual
All general meetings other than annual general meetings shall be
called special general meetings.
The trustees may call a special general meeting at any time.
The trustees must call a special general meeting if requested to do
so in writing by at least five members
or one tenth of the membership, which ever is the greater. The
request must state the nature of the business that is to be
discussed. If the trustees fail to hold the meeting within twenty
eight days of the request, the members may proceed to call a
special general meeting but in doing so they must comply with the
provisions of this constitution.
At least 14 clear days’ notice must be given of any annual
general meeting or special general meeting.
The notice must specify the date, time and place of the meeting and
the general nature of any business to be dealt with at the meeting.
The notice must be given to all members and trustees.
No business shall be dealt with at any general meeting unless a
quorum is present; the quorum for a general meeting shall be 5
members, present in person or by electronic means such as video
A quorum is
five members entitled to vote upon the business to be conducted at
the meeting; or
one tenth of the total membership at the time,
whichever is the greater.
If a quorum is not present within 15 minutes after the time at
which a general meeting was due to commence - or if, during a
meeting, a quorum ceases to be present - the meeting shall stand
adjourned to such time and place as the trustees shall determine.
The 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 meeting.
If no quorum is present at the re-convened meeting within 15
minutes of the specified start of the meeting, the members present
at that time shall constitute the quorum for that meeting.
General meetings shall be chaired by the person who has been
elected as the chair.
If there is no such person or he or she is not present within
fifteen minutes of the time appointed for the meeting, a trustee
nominated by the trustees shall chair the meeting.
If there is only one trustee present, and willing to act, he or she
shall chair the meeting.
If no 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 meeting.
The members present at a meeting may resolve that the meeting shall
The person who is chairing the meeting must decide the date, time,
and place, at which the meeting is to be re-convened unless those
details are specified in the resolution.
No business shall be conducted at an adjourned meeting unless it
could properly have been conducted at the meeting had the
adjournment not taken place.
If a meeting is adjourned by a resolution of the members for more
than seven days, at least seven 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 have.
A resolution in writing signed by each member (or in the case of a
member that is an organisation, by its authorised representative)
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 one or on behalf of one or more members.
Representatives of Other Bodies
Any organisation that is a member of the charity may nominate any
person to act as its representative at any meeting of the charity.
The organisation must give written notice to the charity of the
name of its representative. The nominee shall not be entitled to
represent the organisation at any meeting unless the notice has
been received by the charity. The nominee may continue to represent
the organisation until written notice to the contrary is received
by the charity.
Any notice given to the charity shall be conclusive evidence that
the nominee is entitled to represent the organisation or that his
or her authority has been revoked. The charity shall not be
required to consider whether the nominee has been properly
appointed by the organisation.
The charity and its property shall be managed and administered by a
committee comprising the officers and other members elected in
accordance with this constitution. The officers and other members
of the committee shall be the trustees of the charity and in this
constitution are together called “the trustees”.
The charity shall have the following officers
A deputy chair
A trustee must be a member of the charity or the nominated
representative of an organisation that is a member of the charity.
No-one may be appointed a trustee if he or she would be
disqualified from acting under the provisions of clause 20.
The number of trustees shall not be less than
four and shall not be more than ten.
The first trustees (including officers)shall be those persons
elected as trustees and officers at the meeting at which this
constitution is adopted.
A trustee may not appoint anyone to act on his or her behalf at
meetings of the trustees.
The charity in general meeting shall elect the officers and the
The trustees may appoint any person who is willing to act as a
trustee. Subject to sub-clause 5(b) of this clause, they may also
appoint trustees to act as officers.
Each of the trustees shall retire with effect from the conclusion
of the annual general meeting next after his or her appointment but
shall be eligible for re-election at that annual general meeting.
No-one may be elected a trustee or an officer at any annual general
meeting unless prior to the meeting the charity is given a notice
is signed by a member entitled to vote at the meeting
states the members intention to propose the appointment of a
person as a trustee or as an officer
is signed by the person who is proposed to show his or her
willingness to be appointed.
The appointment of a trustee, whether by the charity in general
meeting or by the other trustees, must not cause the number of
trustees to exceed any number fixed in accordance with this
constitution as the maximum number of trustees. The 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 that
Powers of Trustees
The trustees must manage the business of the charity and have the
following powers in order to further the objects (but not for any
To raise funds. In doing so, the trustees must not undertake any
taxable permanent trading activity and must comply with any
relevant statutory regulations.
To open and operate such bank accounts and other accounts the
trustees consider necessary, and invest any funds as may be
considered appropriate by the trustees.
To set aside income as a reserve against future expenditure but
only in accordance with a written policy about reserves.
To purchase, take on lease, hire, or otherwise acquire, any
property which is suitable for the association’s activities.
To sell, let, hire out, license, or otherwise dispose of, all or
any part of the property and rights of the charity. In exercising
this power, the trustees must comply as appropriate with sections
36 and 37 of the Charities Act 1993, as amended by the Charities
To borrow money, and to give security in support of any such
borrowings by the charity.
To co-operate with other charities and statutory bodies as
required to further the charity’s objects.
To establish or support any charitable trusts, associations or
institutions for any purpose falling within the association’s
To form any company which is a charity with
similar objects to those of the association, and, if considered
appropriate, to transfer to any such company (without any payment
being required from the company) the whole or any part of the
association’s assets and undertaking.
To acquire, merge with or enter into any partnership or joint
venture arrangement with any other charity formed for any of the
To do all such other lawful things that further the charity’s
No alteration of this constitution or any special resolution shall
have retrospective effect to invalidate any prior act of the
Any meeting of trustees at which a quorum is present at the time
the relevant decision is made may exercise all the powers
exercisable by the trustees.
Disqualification and Removal of Trustees
A trustee shall cease to hold office if he or she:
Is disqualified as acting as a trustee by virtue of section 72 of
the Charities Act 1993 ( or any statutory re-enactment or
modification of that provision;
Ceases to be a member of the charity;
becomes incapable for medical reasons of fulfilling the duties of
his/her office and such incapacity is expected to continue for a
period of more than six months
resigns as a trustee by notice to the charity (but only if at least
two trustees will remain in office when the notice of resignation
is to take effect);
is absent (without permission of the management committee) from
more than three consecutive meetings of the management committee,
and the management committee resolve to remove him/her from office.
Proceedings of Trustees
The trustees may regulate their proceedings as they think fit
subject to the provisions of this constitution.
Any trustee may call a meeting of the trustees.
The secretary must call a meeting of the trustees if requested to
do so by a trustee.
Questions arising at a meeting must be decided by a majority of
In the case of an inequality of votes, the person who chairs the
meeting shall have a second or casting vote.
No decision may be made by a meeting of the trustees unless a
quorum is present at the time the decision is purported to be made.
The quorum shall be five or the number nearest to one-half of the
total number of trustees, whichever is the greater or such large
number as may be decided from time to time by the trustees.
A trustee shall not be counted in the quorum present when any
decision is made about a matter upon which that trustee is not
entitled to vote.
If the number of trustees is less than the number fixed as the
quorum, the continuing trustees or trustee may act only for the
purposes of filling vacancies or of calling a general meeting.
Meetings of trustees will be chaired by the person elected as
If the chair is unwilling to preside or is not present within ten
minutes after the time appointed for the meeting, the trustees
present may appoint one of their number to chair that meeting.
A resolution in writing signed by all trustees entitled to receive
notice of a meeting of trustees or of a committee of trustees and
to vote upon the resolution shall be valid and effectual as if it
had been passed at a meeting of the trustees or (as the case may
be) a committee of trustees duly convened and held. The written
resolution may comprise several documents containing the text of
the resolution in like form each signed by one or more trustees.
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 previously been 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 interest of the charity and
any personal interest (including but not limited to any personal
Any charity trustee absent 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.
The trustees may delegate any of their powers or functions to a
committee consisting of two or more trustees. The terms of the
delegation must be recorded in the minute book.
Any delegation of powers under clause 23.1 may be made subject to
such conditions as the trustees may impose and may be revoked or
All acts and proceedings of any committees must be fully and
promptly reported to the trustees
Irregularities in Proceedings
Subject to sub-clause (2) of this clause, all acts done by a
meeting of 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.
The vote of that trustee; and
That trustee being counted in the quorum,
The decision has been made by a majority of the trustees at a
Sub-clause (1) of this clause does not permit a trustee to keep any
benefit that may be conferred upon him or her by a resolution of
the trustees or of a committee of trustees if the resolution would
otherwise have been void.
No resolution or act of
Any committee of the trustees, or
The charity in general meeting
Shall be invalidated by reason of the failure to give notice to any
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 charity.
The trustees must keep minutes of all:
Appointments of officers and trustees made by the trustees.
Proceedings at meetings of the charity.
Meetings of the trustees and committees of trustees including;
names of the trustees present at the meetings;
decisions made at the meetings; and
appropriate the reasons for their decisions.
Accounts, Annual Report, Annual Return
The trustees must comply with their obligations under the Charities
Act 1993 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
The preparation of an Annual Return and its transmission to the
Accounts must be prepared in accordance with the provisions of any
Statement of Recommended Practice issued by the Commission, unless
the trustees are required to prepare accounts in accordance with
the provisions of such a Statement prepared by another body.
The trustees must notify the Commission promptly of any changes to
the charity’s entry on the Central Register of Charities.
Repair and Insurance
The trustees must insure suitably in respect of public liability and
Any notice which requires to be given to a member under this
constitution shall be in writing or given using electronic
communications. Such a notice may either be sent to the member by
e-mail, given personally to the member or sent by post in a
pre-paid envelope addressed to the member at the address last
intimated by him/her to the association.
A member who does not register an address whether postal or
electronic shall not be entitled to receive any notice from the
A notice shall be deemed to be given 48 hours after the
envelope containing it is posted, or for an electronic
communication, 48 hours after it is sent.
The trustees may from time to time make rules or bye-laws
for the conduct of their business.
The by-laws may regulate the following matters but are not
restricted to them.
The admission of members to the charity ( including
admission of organisations to membership), the rights, privileges,
entrance fees, subscriptions and other payments made by those
The conduct of members of the charity in relation to one
another, and to the charity’s employees and volunteers;
the procedure at general meeting and meetings of trustees
in so far as such procedure is not regulated by this constitution;
the keeping an authenticating of records
generally all such matters as are commonly the subject 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 trustees must adopt such means as they think sufficient
to bring the rules and bye-laws to the notice of members of the
The rules or bye-laws shall be binding on all members o the
charity. No rule or bye-laws 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.
In this constitution, “connected
A child, parent, grandchild, grandparent, brother or sister
of the trustee;
The spouse or civil partner of any trustee or of any person
falling within paragraph (1) above;
A person carrying on a business in partnership with the
trustee or with any person falling within paragraph 1) or 2)
An institution which is controlled –
By the trustee or any connected person falling within
Paragraphs 1), 2) or 3) above. Or;
By any two or more persons falling within sub-paragraph 4)
a) when taken together
A body corporate in which –
The charity trustee or any connected person falling within
paragraphs 1) to 3) has a substantial interest; or
Two or more persons falling within sub-paragraph 5) a)
who, when taken together, have a substantial interest.
Paragraphs 2 to 4 of schedule 5 of the Charities Act 1993
apply for the purposes of interpreting the terms used in this