THE CONSTITUTION OF
WHARFEDALE & AIREDALE REVIEW DEVELOPMENT (“WARD”)
1.1 The name of the organisation shall be WHARFEDALE & AIREDALE REVIEW DEVELOPMENT, and it shall be legitimate for brevity as considered appropriate by the Committee to use the acronym WARD.
1.2. “Wharfedale & Airedale” means the area between, within or immediately adjacent to the Wharfe and Aire river valleys in West and North Yorkshire. The geographical extent of the organisation’s remit will be as determined by the Committee in relation to the community bodies which affiliate or participate by mutual consent in the activities of WARD.
2. AIMS AND OBJECTIVES
2.1 WARD aims to empower local communities in Wharfedale and Airedale, thereby to enable residents to shape the place in which they live. It is a community network set up to facilitate the expression of common concerns and interests with particular reference to spatial planning between local community groups, and to lobby for change where this will benefit those communities.
2.2 The organisation is intended to act as a community network for the provision of information, research, knowledge and support to local community bodies, whereby to increase the influence of such community bodies and empower those bodies in the planning process and neighbourhood planning process relative to the influence of developers and planning authorities.
2.3 WARD will lobby planning authorities and (as necessary) regional, national and parliamentary powers to press for increased transparency at all stages of planning procedures and to reinforce the democratic nature of the planning process, such that local communities shall enjoy greater rights and opportunities to determine the manner in which their communities will develop.
2.4 The objects of the organisation shall be to review, consider and comment upon proposals relating to regional planning, neighbourhood planning, and economic development, whether of housing development, infrastructure or the location of commercial and industrial sites. WARD will seek to draw attention to the likely impact of such proposals upon communities within Wharfedale & Airedale with a view to ensuring that any such developments are sustainable and protect the heritage and fundamentally rural environment of those communities.
3. LEGAL FORM AND INDEPENDENCE
3.1 WARD shall take the form of a Company Limited by Guarantee or (should it be more appropriate to the furtherance of its objects and aims in the prevailing political context), as a Registered Charity.
3.2 The organisation shall not be aligned to any political party.
3.3 The organisation shall have the authority to affiliate (at such times as its Committee considers appropriate) to any regional or national body with similar or closely related aims and objectives.
4.1 Any recognised community body within Wharfedale & Airedale may apply for membership of WARD by way of affiliation. An Affiliated Member will be defined as the community body. Such a community body may be represented in WARD by one or more nominees, the number thereof to be agreed at the time of affiliation by reference to the population or geographical size of the community represented by that body.
4.2 WARD will also be open to Individual Membership. Individual Membership will normally be subscriptive, the magnitude and frequency of the Membership Fee to be as from time to time determined by the Committee. Individual Membership shall lapse in the event that the Membership Fee is not paid or renewed at due frequency, as above determined or after appropriate efforts have been made to contact the Individual Member to ascertain his/her intentions.
4.3 Individual Membership may be conferred upon individuals who are perceived by the Committee to be key supporters or sponsors of WARD’s aims and objectives. Individual Members may be Members of Parliament for the constituencies within Wharfedale & Airedale or other influencers of opinion and policy.
4.4 Individual Membership may be suspended or withdrawn in the event that the Committee considers that the conduct of a member is incompatible with WARD’s aims and objectives or is likely to bring the organisation into disrepute.
4.5 The Committee of WARD shall have the exclusive authority to confer membership upon a community organisation or individual by reference to the geographical location of that community and the relevance of the organisation’s objects to those of WARD.
5. COMMITTEE MEMBERS AND OFFICERS
5.1 There shall be elected from amongst the nominees of organisations in membership of WARD a Committee of not less than six persons, including four Officers. The maximum size of the Committee shall be determined and specified from time to time in relation to the level of activity undertaken by WARD, and the specified number shall pertain between Annual General Meetings of WARD.
5.2 The Committee may co-opt additional members at any time by reference to the expertise or local knowledge required in prevailing circumstances. Co-opted members of the Committee may discontinue their participation at any time. The period of co-option shall not continue beyond the next Annual General Meeting unless specifically renewed upon a motion.
5.3 It is recognised that a nominee of one member community organisation may also be in membership of or nominated by another such community organisation. This duality of representation shall be approved by WARD subject to being declared by the nominee and subject also to his/her vote being counted once only in respect of each organisation represented.
5.4 Officers of WARD shall be elected from volunteers amongst its Committee in free vote at an Annual General Meeting. Such volunteers may draw their experience and attributes to the attention of those members assembled at an Annual General Meeting by means of a circulated paper not exceeding one side of A4 or (in the alternative) a verbal presentation not exceeding 2 minutes. The Officers to be elected shall be:
5.5 In addition, there may be additional Officers who shall not need annual re-election including a Marketing Officer, a Research Officer and a Special Projects Officer. These and any other Officers which the Committee shall deem to be necessary to WARD’s development may be appointed from amongst existing Committee members or, in exceptional circumstances, may be appointees without a regular Committee role.
5.6 The Officers elected at the A.G.M. shall nominally hold office until the end of the following A.G.M. An Officer may resign during his/her period of office, in which event an election shall be held for a successor who shall hold office until the next A.G.M. Officers shall be eligible for re-election at the A.G.M. but the maximum continuous tenure of any specific office shall be five years.
5.7 An Officer who appears to lose the confidence of the Committee or members may be subject to a vote of confidence at an Extraordinary General Meeting which shall be convened at the earliest possible date upon receipt by the Secretary of a petition signed by not less than five members. In such an event, the Secretary shall convene the Extraordinary General Meeting by publication to all members and there shall be debate followed by a free vote of all participants. If the Officer does not carry the support of at least 60% of the votes cast, he/she shall be called upon to stand down and a successor shall be elected to hold office until the end of the next A.G.M.
5.8 The Committee is responsible for the actions of WARD. Individual Committee members are entrusted to act in WARD’s interests and the Committee may from time to time authorise an individual to act upon his/her initiative in a specific matter, subject to such controls as the Committee shall set in place or determine.
6. MEETINGS AND PROCEDURAL MATTERS
6.1 A notice including the Agenda of each Committee Meeting shall be forwarded to every Committee member not less than 5 days prior to the date of the Meeting. It shall be for the Committee to determine the frequency of Committee Meetings in relation to the level of activity undertaken by WARD, until and unless a schedule of Committee Meetings is specified at an Annual General Meeting.
6.2 Four members of the Committee shall form a quorum, provided that two of these are Officers. Any Committee Meeting which is not quorate shall have authority to proceed only with ongoing business and agreed policies but shall not determine new policy nor any new initiatives pending a further quorate Meeting.
6.3 Decisions in Committee shall normally be formulated by consensus. Where consensus is not achievable the matters shall be put to majority vote, and if the vote is equally split, the Chairman shall have the casting vote.
6.4 The Committee shall have power to appoint such sub-committees and Working Parties as it may from time to time decide and may determine their powers and terms of reference.
6.5 The Committee shall have the power and authority to initiate and conduct projects and conduct and administer all matters it deems fit within the objects of the organisation and make decisions which shall be binding upon WARD, subject to any resolutions of Annual General Meetings and to this Constitution.
6.6 No resolution or decision of a sub-committee shall be binding until and unless approved by the Committee or by resolution of an Annual General Meeting.
6.7 Open Meetings will be scheduled in relation to the level of WARD’s activity or its future expectations of activity, and will be publicised by appropriate means to the membership of WARD. An Open Meeting shall be defined as one which is open to the participation of both Affiliated and Individual Members.
7.1 Subject to resolution by the Committee and, as necessary by an A.G.M., WARD shall have the power to raise funds, to employ such staff as are necessary, and to enter into any transactions necessary to further its aims. It has the power to manage, licence, lease or buy property and to maintain and equip it for use. It has the power to appoint Trustees and to take out Trustee and Public Liability insurance cover.
7.2 All monies raised by or on behalf of WARD shall be applied to further the objects of the organisation and for no other purpose.
7.3 Other than in exceptional circumstances, all expenditures shall be subject to a budget approved by a quorate Committee meeting, and expenditure limits shall be agreed by the Committee in relation to the Officers and specific projects. All claims on funds shall be accompanied by a receipt.
7.4 The Treasurer shall keep proper accounts of the finances of the organisation and shall present details of receipts, expenditures and balances in hand to Meetings of the Committee and the A.G.M. as a matter of course and on request.
7.5 The administrative and financial year shall be 6 April of each calendar year to 5 April of the following calendar year, in accordance with the UK’s fiscal year.
7.6 The accounts shall be audited or examined at least once a year by an independent examiner appointed at any Committee or General Meeting.
8. ANNUAL GENERAL MEETING
8.1 The A.G.M. shall be open to the participation of one nominee of each Affiliated Member of WARD. The Committee may at its exclusive discretion extend participation to each Individual Member subject to WARD’s resources being deemed adequate to facilitate participation of such numbers as this might involve.
8.2 The A.G.M. will be held in May of each year. One month’s notice will be given of the intention to hold an A.G.M. and this notice will be displayed or distributed in a manner which is public to the members. A quorum for an A.G.M. shall be 12 members which shall include those four Officers who fall due for re-election unless prevented by illness or circumstance.
8.3 In the absence of a quorum an A.G.M. will stand adjourned for 14 days, to be reconvened at a date to be notified when business will proceed without further notice, with or without a quorum.
8.4 The agenda for the A.G.M. will be:
1. Approval of the minutes of the previous A.G.M.
2. Secretary’s report.
3. Treasurer’s report.
4. Other Officers’ reports.
5. Election of Officers.
6. Election of Committee members.
7. Confirmation of WARD’s priorities for the coming year.
8. Decision on Individual Members’ subscription fee for the coming year.
9. Consideration of any notified amendments to the Constitution.
10. Any business brought before the Meeting by the Committee.
11. Any other business .
9. AMENDMENTS TO THE CONSTITUTION
9.1 Motions proposing amendments to the Constitution must be notified in writing to the Secretary at least 21 days before the published date of an A.G.M. and must bear the signatures of at least 10 current members. The Secretary shall publicise the suggested amendments as early as is practicable to all member organisations and by notice at the A.G.M. such that all those in attendance have documentary copies of the proposals, which shall be discussed and voted upon in Agenda item No. 11 of the A.G.M. (Any other business).
9.2 Each proposed amendment must be authorised at the A.G.M. by a two-thirds majority of those present and voting, in the absence of which it shall fail.
10. NOTICE OF MOTIONS
10.1 Motions on any matter other than relating to the Constitution shall be notified to the Secretary in writing not less than 14 days before the date of the A.G.M. and signed by the Proposer and Seconder.
10.2 Such motions shall be publicised by the Secretary as early as is practicable to all member organisations and by notice at the A.G.M. such that all those in attendance have documentary copies of the proposals, which shall be discussed and voted upon in Agenda item No. 11 of the A.G.M. (Any other business).
10.3 Any motion brought forward other than in the manner prescribed at 9.1 above must be accompanied by a request signed by at least 10 members for the calling of an Extraordinary General Meeting to discuss and vote upon that motion.
11. PUBLIC MEETINGS
11.1 The Committee shall have the authority to call a Public Meeting at any time for the conduct of WARD business or to inform or extend its contemporary membership.
11.2 Public Meetings will be an approved mechanism for the conduct of WARD’s aims and for the inclusion of residents, decision-makers and representatives within Wharfedale & Airedale in discussion of matters affecting their localities or the objects specified at 2.4 above.
11.3 Any motion brought forward at a Public Meeting and which, on a show of hands, has the support of a simple majority of those in attendance shall be binding upon the Committee as regards the community in which the Public Meeting is held but not otherwise or more broadly upon the aims or administration of WARD. If the substance or the implications of the motion are considered by the Committee to be of universal applicability across Wharfedale & Airedale or to have long-term implications for the manner in which WARD conducts its activities, the motion must be treated as prescribed in 10.3 above.
12. INTERPRETATION OF RULES
12.1 The Committee shall be empowered to interpret all matters contained within this Constitution until and unless challenged by a motion brought forward in compliance with section 10 above. Such a challenge shall be determined after discussion at an A.G.M. or Extraordinary General Meeting and supported by a two-thirds majority of those present and voting, otherwise it shall fail.
13.1 If the Committee by a simple majority decides at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve the organisation, it shall call a Meeting of all members, of which not less than 21 days’ notice shall be given, stating the terms of the resolution to be proposed. If such decision is confirmed by a simple majority of those present and voting at such Meeting the Committee shall have power to dispose of any assets held by or in the name of WARD. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards a charitable purpose congruent with the stated objects of WARD, through an organisation identified by the Committee.
13.2 If there are insufficient elected or co-opted Officers and members of the Committee to form a quorum for Committee purposes then, for the purposes of the above clause alone, a Meeting of elected or co-opted Committee members and Officers convened with due notice shall be deemed a quorate Committee.
[WARD Constitution, version 1.2, September 2012]