THE CONSTITUTION OF Mannar Welfare Association UK 

 

 

(b) In cases covered by sub clause (5) of this clause, those trustees who do not stand to receive the proposed benefit must be satisfied that it is in the interest of the Association to contracts with or employ that trustee rather than with someone who is not a trustee and they must record the reason for their decision in the minutes. In reaching that decision the trustees must balance the disadvantage of contracting with or employing a trustee against the disadvantage of doing so (especially the loss of the trustee’s service as a result of dealing with the trustee’s conflict of interest). (c) The trustees may only authorize a transaction falling within paragraph 5 (a) – (c) of this clause the trustee body comprises a majority of trustees who have received any such benefit.

(d) if the trustee fails to follow this procedure, the resolution to confer a benefit upon the trustee will be void and the trustee must repay the Association the value of any benefit received by the trustee from the Association.

(7) A trustee must absent himself or herself from any discussion of the trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interest if the Charity and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter

(8) in this clause 4. “Trustee” shall include any person firm or company concerned with the trustee.

 

5. Dissolution

 

(1) If the members resolve to dissolve the Charity the trustee will remain in office as charity trustees and be responsible for winding up affairs of the charity in accordance with this clause.

(2) The trustee must collect in all the assets of the Charity and must pay or make provision for all the liabilities of the Charity

(3) The trustees must apply any remaining property or money:

(a) directly for the objects;

(b) by transfer to any Charity or charities for purposes the same as or similar to the charity

(c) in such other manner as the Charity commission for England and Wales (“the commission”) may approve in writing in advance

(4) 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 (a)-(c) inclusive in sub-clause (3) above.

(5) In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity (expect to a member that is itself a charity).

(6) 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 commission the charity’s final accounts.

 

6. Amendments

 

(1) The charity may amend any provision contained in Part 1 of this constitution provided that:

(a) no amendments may be made that would have the effect of making the charity cease to be a charity at law;

(b) no amendment may be made to alter objects if the change would not be within the reasonable contemplation of the members of or donors to the charity;

(c) no amendments may be made to clause 4 without the prior written consent of the commission;

(d) 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

(2) Any provision contained in Part 2 of this constitution may be amended, provided that any such amendments are made by resolution passed by a simple majority if the members present and voting at a general meeting.

(3) a copy of any resolution amending this constitution shall be sent to the commission within twenty-one days of it being passed

 

PART 2

 

7 Membership

 

(1) Membership is open to individuals over eighteen or organizations who are approved by the trustees

(2) (a) the trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interest of the charity to refuse the application

(b) The trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

(c)The trustees must consider any written representations 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.

(3) Membership is not transferable to anyone else.

(4) The trustees must keep a register of names and addresses of the members which must be made available to any member upon request.

 

8. Termination of Membership

 

Membership is terminated if:

(1) The member dies or, if it is an organisation, ceases to exist:

(2) The member resigns by written notice to the charity unless, after the resignation, there would be less than two members:

(3) Any sum due from the member to the charity is not paid in full within six months of it failing due:

(4) The member is removed from membership by a resolution of the trustees that it is in the best interest of the charity that his or her membership is terminated. A resolution to remove a membership may only be passed if:

(a) The member has been given at least twenty-one days notice in writing of the meeting of the reasons why it is to be proposed.

(b) The member or, at the opinion of the members, the member’s representative (who need not be a member of the charity) has been allowed to make representation to the meeting

 

 

9. General meeting

 

(1) The charity must hold a general meeting within twelve months of the date of the adoption of the constitution

(2) An annual general meeting must be held subsequent year and not more than fifteen months may elapse between successive annual meetings.

(3) All general meetings other than annual general meeting shall be called special general meetings.

(4) The trustees may call a special general meeting at any time

(5) The Trustees must call a special general meeting of requested to do so in writing at least ten members or one tenth of the membership, whichever 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 member may proceed to call a special general meeting but in doing so they must comply with the provisions of the Constitution.

 

10. Notice

 

(1) The minimum period of notice required to hold any general meeting of the charity is fourteen clear days from the date on which the notice is deemed to have been given.

(2) A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote

(3) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.

(4) The notice must be given to all the members and to the Trustees.

 

11. Quorum

 

(1) No business shall be transacted at any general meeting unless a quorum is present

(2) A quorum is;

-[Number] members entitled to vote upon the business to be conducted at the meeting; or

-On tenth of the total membership at the time

Whichever is the greater.

(3) The authorized representative of a member organization shall be counted in the quorum

(4) If:

(a) A quorum is not present within half an hour from the time appointed for the meeting; or

(b) During a meeting a quorum ceases to be present,

The meeting shall be adjourned to such time and place as the Trustees shall determine

(5) 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

(6) If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at the time shall constitute the quorum for that meeting

 

 

 

12. Chair

 

(1) General meetings shall be chaired by the person who has been elected to Chair

(2) 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

(3) If there is only one Trustee present and willing to act, he or she shall chair the meeting.

(4) 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 members to chair the meeting

 

13. Adjournments

 

(1) The members present at a meeting may resolve that the meeting shall be adjourned.

(2) The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution

(3) 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

(4) if a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting starting the date time and place of the meeting.

 

14. Votes

 

(1) Each member shall have one vote but if there is an equality of the votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.

(2) A resolution in writing signed by each member (or in the case of a member that is an organization, by its authorized 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 or behalf of one or more members

15. Representatives of other bodies

 

(1) Any organization that is a member of the charity may nominate any person to act as its representative at any meeting of the charity

(2) The organisation must give written notice to the Charity 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 organization until written notice to the contrary is received by the charity.

(3) Any notice given to the charity will be conclusive evidence that the nominee is entitled to represent the organization 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 organization.

 

 

 

 

16. Officers and Trustees

 

(1) 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 Trustee”

(2) The trustee body must contain at least a chairperson, a vice chairperson and a secretary.

(3)A trustee must be a member of the charity if the Charity or the nominated representative of an organization that is a member of the charity

(4) No one may be appointed a Trustee if he or she would be disqualified from acting under the provision of clause 19

(5) The number of trustees shall be not less than three but (unless otherwise determined by a resolution of the charity in general meeting) shall not be subject to any maximum

(6) The first trustees (including officers) shall be those persons elected as a trustees and officers at the meeting at which this constitution is adopted.

(7) A trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees.

 

17. The appointment of Trustees

(1) The Charity in general meeting shall elect the officers and the other Trustees.

(2) 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.

(3) Each of the trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall eligible for re-election at that annual general meeting

(4) 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 (a) is signed by a member entitled to vote at the meeting;

(b) states the member’s intention propose the appointment of a person as a trustee or as an officer;

(c) is signed by the person who is to be proposed to show his or her willingness to be appointed.

(5) (a) 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

(b) The trustees may not appoint a person to be an officer if a person has already been elected or appointed to that office and had not vacated the office.

 

18. Powers of Trustees

 

(1) The Trustees must manage the business of the Charity and have the following powers in order to further the objectives but not for any other purpose:

(a) to raise funds. In doing so, the trustees must not undertake any substantial permanent trading activity and must comply with relevant statutory regulations;

(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain to equip it for use;

(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Trustees must comply as appropriate with section 36 and 37 of the Charities Act 1993, as amended by charities Act 2006;

(d)to borrow money and to charge the whole or any part of the property belonging to the Charity as a security for repayment of the money borrowed. The trustees must comply as appropriate with section 38 and 39 of the charities Act 1993, as amended by the Charities Act 2006, if they intend to mortgage land;

(e) to co-operate with other Charities, voluntary bodies and statutory authorities and exchange information and advice with them

(f) to establish to support or support any charitable trust, association or institution formed for any of the charitable purposes included in the objective.

(g) to acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed for any of the objectives

(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserve;

(j) to obtain and pay for such good and service as are necessary for carrying out the work of the charity

(k) to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same condition as the Trustees of a trust are permitted to do by the Trustees Act 2000;

(l) to do all such other lawful things as are necessary for the achievement of the objective.

(2) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.

(3) 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

 

19. Disqualification and Removal of Trustees

 

A trustee shall cease to hold office if he or she:

(1) Is disqualified for acting as a trustee by virtue of section 72 of the charities Act 1993 (or any statutory re-enactment or modification of that provision);

(2) Ceases to be a member of the charity;

(3) Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(4) 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); or

(5) Is absent without the permission of the trustees from all their meeting held within a period of six consecutive months and the Trustees resolve that his or her office be vacated

 

20. Proceeding of Trustees

 

(1) The Trustees may regulate their proceeding as they think fit, subject to the provisions of this constitution

(2) Any trustees may call a meeting of the Trustees

(3) The secretary must call a meeting of the Trustees if requested to do so by a Trustee

(4) Question arising at meeting must be decided by majority of votes.

(5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote

(6) No decision may be made by a meeting of the Trustees unless a quorum is present at the time

(7) The quorum shall not be counted in the quorum present when any decision is made about a matter upon which that trustee is entitled to vote.

(8)A trustee shall be two or the number nearest to one third of the total number of trustees, whichever is the greater or such larger number as may be decided is made from time by the trustees.

(9) If the number of trustees is less than the number fixed as the quorum, the continuing trustees or trustee may act only for the purpose of filing vacancies or of calling a general meeting.

(10) The person elected as the chair shall chair meeting of the trustees.

(11) 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.

(12) The person appointed to chair meeting of the trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees.

(13) A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of trustees or of a committee of trustees and to vote upon the resolution shall be as valid and effectual as if it has been passed at a meeting of the Trustees (as the case may be) a committee of a trustees duly convened and held.

(14) The resolution in writing may comprise several documents containing the text of the resolution in like from each signed by one or more Trustees.

 

21. Delegation

(1) The trustee may delegate any of their powers or functions to a committee of two or more Trustees but the terms of any such delegation must be recorded in the minute book.

(2) The Trustees may impose conditions when delegating, including the conditions that:

(a)the relevant powers are to be exercised exclusively by the committee to whom they delegate;

(b)no expenditure may be incurred on behalf of the charity except in accordance with the budget previously agreed with the Trustees.

(3) The Trustees may revoke or alter a delegation

(4) All acts and proceedings of any committees must be fully and promptly reported to the Trustees.

22. Irregularities in proceedings

(1) Subject to sub clause (2) of this clause, all acts done by the meeting or 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 has previously retired or who had been obliged by the constitution to vacate the office;

• who has not entitled to vote on the matter, whether by reason of conflict of interest or otherwise;

 

if, without:

• the vote of that Trustee; and

• The Trustee being counted in the quorum,

 

The decision has been made by the majority of the Trustees at a quorate meeting.

(2) Sub-clause (1) of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been void.

(3) No resolution or act of

(a) the Trustees

(b) any committee of the Trustees

(c) the Charity in the general meeting

 

shall be invalidated by reasons of any procedural defects in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Charity.

 

23. Minutes

 

The Trustee must keep minutes of all:

(1) appointments of officers and Trustees made by the Trustees;

(2) proceeding at meeting of the Charity.

 

(3) meetings of the Trustees and committees of Trustees including;

• • the names of the Trustees present at the meeting;
• • the decisions made at the meetings; and
• • where appropriate the reason for the decisions.

 

24. Annual Report and Return and Accounts

 

(1) The Trustees must comply with their obligations under the Charities Act 1993 with regard to:

(a) the keeping of accounting records for the Charity;

(b) the preparation of annual statements of account for the Charity;

(c) the transmission of the statements of accounts to the Charity;

(d) the preparation of an Annual Report and its transmission to the Commission;

(e) the preparation of an Annual Return and its transmission to the Commission.

(2) 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.

 

 

 

25. Registered particulars

 

The Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities.

 

26. Property

 

(1) The Trustees must ensure the title to:

 

(a) all land held by or in trust for the Charity that is not vested in the Official Custodian of Charities; and

(b) all investments held by or on behalf of the Charity,

Is vested either in a corporation entitled to act as custodian Trustee or in not less than three individuals appointed by them as holding Trustees

(2) The terms of the appointment of any holding Trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of the Charity.

(3) The Trustees may remove the holding Trustees at any time

 

27. Repair and insurance

 

The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability.

 

28. Notices

 

(1) Any notice required by this constitution to be given to or by any person must be:

(a) in writing; or

(b) given using electronic communications.

(2) The Charity may give any notice to a member either:

(a) personally; or

(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or

(c) by leaving it at the address of the member; or

(d) by giving it using electronic communications to the member’s address.

(3) A member who does not register an address with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity.

(4) A member present in person at any meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.

(5) (a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.

(b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.

(c) A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.

 

29. Rules

 

(1) The Trustees may from time to time make rules or by-laws for the conduct of their business.

(2) The by-laws may regulate the following matters but are not restricted to them:

(a) the admission of members of the Charity (including the admission of organizations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;

(b) the conduct of members of the Charity in relation to one another, and to the Charity’s employees and volunteers;

(c) the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes;

(d) the procedure at general meeting and meetings of the Trustees in so far as such procedure is not regulated by this Constitution;

(e) the keeping and authenticating of records. (If regulations made under this clause permit records of the Charity to be kept in electronic form and requires a Trustee to sign

the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated

(f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.

(3) The Charity in general meeting has the power to alter, add to or repeal the rules or bye- laws.

(4) The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the Charity.

(5) The rules or bye-laws shall be binding on all members of the Charity. No rule or bye-law be inconsistent with, or shall affect or repeal anything contained in, this constitution

 

 

RESOLUTIONS

 

Resolutions 2018

1. A resolution was passed- whoever would like to be present in the committee must also attend the AGM. Another resolution as also passed that any committee member unable to attend the AGM must also inform the Secretary by email or text.

Resolutions 2019

1. A resolution was passed that stated anyone wishing to join the committee, must attend the AGM in person. Any committee member unable to attend the AGM, must inform the Secretary by email or text asap. The 5 trustees are to consist of the last two presidents, the current president, the secretary and treasurer.

Resolutions 2020 (**No AGM**)

Resolutions 2021

Resolutions Proposed by Paulinus P Masilamany

1. Nominations for office bearers should be delivered to the Secretary at the above address (or by email) no later than a particular time, date and year. The nominations must be in writing proposed and seconded by current paid up Full Members of the Association. The proposer, seconder and the candidate (who must also be a current paid up Full Member) must all sign nominations papers.

In the absence of any nominations prior to the AGM, the members who turn out for the AGM shall propose and second as per their interest.

2. All Past chairpersons shall be considered as advisors to the Association and shall be excluded from the current 15 members committee in order to accommodate more members to the committee.

Resolution proposed by Fabion on 27^th June 2021.

1. Seven members sub-committee elected process and enforcing Constitution implement, I will submit more details on 27^th June.
2. In future order in an organisation (MWA UK) to correspondence with any institution in Mannar must be in writing (not verbal) communication; I will submit more details on 27^th June. Please grant my resolutions for debate/vote to our members.

Resolution proposed by Sakthi.

 

1. An additional committee shall be formed, which will be responsible for rapid decisions during any times of emergency. Further discussion to be conducted during the AGM.

 

 

Resolutions 2022

 

 

           

Mrs. Jemma Aloysius 23/06/2022 at 4:45pm - seconded by Mr. Fabion Emmanuel

 

1. The relief of poverty, improve health, education and skills among people who are impacted by the war, lack odd economic opportunities and climate change and are living, in the Mannar region of Northern Sri Lanka and surrounding area: by benefitting such community members with financial, training and networking opportunities. The above mentioned to be included in the objectives.

 

Mrs. Shanthini Thurairatnam 23/06/2022 at 11:18 pm - seconded by Mr. Vasciharan

 

1. A nominee for the post of Executive member must have been served as a committee member of MWAUK fie 1 year.
2. A nominee for the post of office bearer must be a one year subscribed member of MWAUK.

 

Mr. Sakthy Ramalingam 25/06/2022 at 10:58 pm - seconded by Mr. Puvindran Masilamany

 

1. MWAUK- within the fifteen committee members the husband and wife or two partners are not allowed to participate in the same term as a trustee or committee member.

 

Mr. Puvindran Masilamany 25/06/2022 at 16:20 pm - seconded by Mr. Fabion Emmanuel

 

 

1. The approved minutes of all the committee meetings of MWAUK shall be circulated among the membership via email, WhatsApp group and also in the official website within 28days of the said meeting.

 

2. The annual reports of the secretary and treasurer shall be circulated among the membership via email, WhatsApp and official website at-least one week prior to the Annual General Meeting.

 

Mr. Puvindran Masilamany 25/06/2022 at 16:20 pm - seconded by Mr. Fabion Emmanuel

 

1. A new position as Editor and Vice Editor shall be created within the current 15 members committee.

 

Mr. Puvindran Masilamany 25/06/2022 at 16:20 pm - seconded by Mr. Vasciharan

 

1. Any resolutions passed in an AGM and in a Special General Meeting shall be circulated among the membership and publicised in the official website of MWAUK and in the main WhatsApp group within 28days of the AGM.

 

Mr. Puvindran Masilamany 01/07/2022 at 19:55 pm - seconded by Mr. Vasciharan

 

1. The resolutions submitted by the members to the secretary of MWAUK, shall be circulated among the membership via email, WhatsApp group and official website at least 2 days prior to the Annual General Meeting.

 

The below resolutions were passed in the 2021 AGM unfortunately since it was not publicised, they were unable to be implemented. It was decided that from 2022 AGM onwards these resolutions will come into effect.

 

Resolutions Proposed by Paulinus P Masilamany 21st June 2021

 

1. Nominations for office bearers should be delivered to the Secretary at the above address (or by email) no later than a particular time, date and year. The nominations must be in writing proposed and seconded by current paid up Full Members of the Association. The proposer, seconder, and the candidate (who must also be a current paid up Full Member) must all sign nominations papers.

In the absence of any nominations prior to the AGM, the members who turn out for the AGM shall propose and second as per their interest.

 

2. All Past chairpersons shall be considered as advisors to the Association and shall be excluded from the current 15 members committee in order to accommodate more members to the committee.