Constitution


Name
1. The name of the organisation shall be Talking Tandems, and it shall be referred to as the Association within this Constitution.

Aims and Objectives
2. The Association shall have the following aims and objectives:

a. To encourage, facilitate and improve the health and well-being of people who are blind, partially sighted or have a dual sensory loss through participation in physical activities particularly but not exclusively in tandem cycling.
b. To increase understanding and knowledge of the barriers facing people who are blind, partially sighted or have a dual sensory loss to public and voluntary sector organisations and, volunteers participating in the work of Talking Tandems.

Powers
3. To further the aims and objectives listed above, the Association shall have the following powers:

a. To purchase, lease, hire or otherwise acquire, any property or rights which are suitable for the Association?s activities.
b. To employ any person or persons to carry on the work of the Association.
c. To engage such consultants and advisers as are considered appropriate from time to time.
d. To effect insurance of all kinds (which may include officers? liability insurance).
e. To invest any funds which are not immediately required for the Association?s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments).
f. To work in partnership with other voluntary sector bodies, local authorities, government departments and agencies, and other bodies, all with a view to furthering the Association?s objects.
g. To take appropriate steps for the purpose of raising funds for the Association?s activities.
h. To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).  
i. To do anything which may be incidental or conducive to furthering any of the Association?s objects.

Affiliation
4. The Association shall be affiliated to the Cyclists? Touring Club.

Membership
5. All members are subject to the Constitution of the Association and the regulations of the National Governing Body.

6. Membership is open to all individuals with an interest in furthering the aims of the Association provided they comply with this Constitution.

7. No person shall be refused membership on the grounds of race, colour, creed, religion, sex, sexual preference, impairment or disability.

8. All applications for membership shall be made in writing to the Management Committee, and considered at the next Management Committee meeting. Applications should be accompanied by the appropriate annual membership fee, which shall thereafter be payable on demand. Applicants will be informed of the outcome of their application within 21 days of the relevant meeting.

9. Only fully paid up members may be elected and serve on the Management Committee.

10. All members will receive a copy of the relevant Code of Conduct, a copy of the Association?s Child Protection Policy and a copy of the Association?s Constitution.

11. Members shall be enrolled on one of the following categories:

a. Volunteer
b. Participant

12.	A register of members will be kept by the Management Committee. All members are entitled to attend and vote at General and Annual General Meetings

Suspension, Refusal or Termination of Membership
13. The management committee shall be entitled to:

a. Refuse any application for membership on the grounds that such membership would be prejudicial to the objectives of the Association as set out in Rule 2 of this Constitution.
b. For good and sufficient reason refuse renewal of any existing membership or terminate or suspend any membership provided that the member concerned shall have the right to be heard by a General Meeting of the membership before a final decision is made.  The decision to refuse renewal or terminate membership must be supported by two-thirds of the membership at such a meeting.

14. The member may apply for reinstatement at the next general meeting.

15. Any member who fails to pay their fees by the date required shall forfeit their right to representation on the management committee and at general meetings, and shall be suspended from taking part in any event under the control of the Association until such fees are paid.

16. Any member under suspension shall be barred from taking part in any event under the control of the Association.

17. The management committee shall inform the member in writing of any decision to terminate their membership.

18.	Notification of the termination of membership will be forwarded to the Governing Body.

General Meetings

Annual General Meetings (AGM)

19. The AGM will be held each year at such time and place as determined by the management committee, at approximately twelve monthly intervals, but no more than fourteen months after the date of the previous AGM.  At each AGM the following business will be conducted:

a. Receive and confirm the minutes of the previous AGM.
b. Presentation of the Association?s financial accounts for the year.
c. Presentation of the Association?s projected financial situation for the forthcoming year, and the setting of all fees.
d. Presentation of Chairperson?s report.
e. Election of members to the management committee.
f. Any other business brought before the meeting which has been submitted in writing to the secretary not less than seven days prior to the AGM, and any other business deemed relevant by the chairperson.

20. Written notice for an AGM shall be a minimum of 21 days.  

21. A quorum for an AGM will be 10 members or one quarter of the membership, whichever is the smaller.

Extraordinary General Meeting (EGM)
22. An EGM may be called on the written demand of:
a. One third of the membership.
b. Two thirds majority of the management committee.

23. Written Notice for an EGM shall be a minimum of 14 days and will state the business to be discussed.

Rules for General Meetings
24. A minimum of 21 days notice in writing shall be given to all members, except in the event of an EGM where the notice shall be a minimum of 14 days.
25. The Chairperson, or in his/her absence a member selected by the meeting, will take the Chair.

26. All members shall register with the Secretary prior to the start of the meeting.

27. Each member shall have one vote.

28. All votes will be determined by a simple majority.  In the event of a tied vote, the Chair may exercise a casting vote.

29. The quorum shall be one quarter of those eligible to vote or 10 such members, whichever is the smaller.

30. The Secretary shall keep the minutes of the meetings and record all proceedings and resolutions.

Election of Members to the Management Committee
31. The members of the management committee shall be drawn from the membership, as defined in paragraphs 5 to 12 of this Constitution.  

32. Candidates shall be elected by paper ballot at the AGM, and shall be members of the management committee from the conclusion of that AGM until the conclusion of the following AGM.  

33. All nominations of candidates for election shall:
a. Have the consent of the nominee;
b. Be in writing;
c. Be seconded;
d. Be received by the Secretary not less than 14 days before the AGM.

34. Uncontested posts may be filled by nomination(s) and selection at the AGM.

35. The Secretary shall send all members a list of all nominations not less than 7 days prior to the AGM.

Members of the Management Committee
36. The Management Committee will consist of no less than six members and no more than ten. 

37. The Management Committee will include the following Officer Bearers:
a. Chairperson
b. Vice-Chairperson
c. Secretary
d. Treasurer
e. Child and Adults at Risk Officers (preferably one male and one female)

38. The committee may co-opt any member to any unfilled post until the conclusion of the following AGM, providing that the number of co-optees shall not exceed one third of the total number of persons serving on the committee at that time.

39. The management committee may appoint any sub-committees it may deem necessary to deal with the matters of the Association, until the conclusion of the following AGM.  The proceedings of all such committees shall report to the management committee by a representative elected by that sub-committee.

Rules for the Management Committee
40. The Chairperson shall Chair the meeting, or in his/her absence one of either the Vice-Chairperson or Secretary or a nominee from the committee in the event of all those mentioned being absent.

41. Fourteen days notice of any meeting of the management committee shall be given by the Secretary, except when:
a. The date of the meeting had been agreed at the previous management meeting, in which case seven days notice shall be given.
b. In an emergency the Chairperson may call a meeting at four days notice.

42. The quorum shall be four members of the Management Committee.

43. All votes shall be determined by a simple majority.  In the event of a tied vote, the Chairperson may exercise a casting vote.

Finance
44. The income and property of the Association, however derived, shall be applied solely towards the objectives of the Association as set out in paragraphs 2a. and 2b., of this Constitution.

45. The Association shall have power to raise money by means of yearly affiliation fees as determined by the Management Committee at the Annual General Meeting.

46. All monies shall be lodged in a bank account in the name of the Association.

47. The Chairperson, Secretary and Treasurer shall be authorised signatories to sign cheques on behalf of the Association, two signatories shall be required for all financial transactions.

48. The financial year of the Association shall run from 1 April to 31 March.

49. The Management Committee will keep proper financial records in accordance with any regulatory requirements.

50. The Management Committee will prepare annual accounts complying with all relevant requirements; these will be examined once per year by an independent examiner.

51. The Treasurer will provide regular financial reports at Management Committee meetings.

Amendments to the Constitution
52. This Constitution may only be amended by a proposal passed by a majority of members present and entitled to vote at an Annual or Extraordinary General Meeting.

53. Should the Association achieve Charitable Status, no amendment will be made to this Constitution which could adversely affect that status.

The Dissolution of the Association
54. Any resolution to dissolve the Association may be passed at any General Meeting provided that:
a. The terms of the proposed resolution are received by the Secretary at least 42 days before the meeting at which the resolution is to be brought forward, and that
b. At least 28 days of the General Meeting to hear the proposed resolution shall be given in writing by the Secretary to all members, and that
c. Such a resolution shall receive the assent of two-thirds of those present and entitled to vote.

55. Upon dissolution of the Association, after all Association and Trustee liabilities have been cleared, all remaining financial and material assets shall be passed to another charity with similar aims.  

Declaration
56. It is hereby certified that this document represents a true and most up to date version of the Constitution of Talking Tandems.



Signatures:



Chairperson

Date



Secretary

Date



Talking Tandems is a charity registered in Scotland, Number: SCO40774