SAFE 38 Constitution
Name
The name of the organisation is S.A.F.E. – a Safer A38 and Future Expressway (‘the Organisation’)
Administration
Subject to the matters set out below the Organisation shall be administered and managed in accordance with this constitution by members of the Management Committee, constituted by clause 7 of this constitution (‘the Management Committee’).
Mission Statement
The Mission Statement of the Organisation shall read,
To campaign for a safe A38 trunk road and future expressway, in order that road safety is improved. To enable the economy of Cornwall and the wider South West to thrive through the provision of a high-quality road and to work to provide a safe environment for residents living alongside the route.
Objectives
The objectives of the Organisation are:
To demand improvements to the existing road in the short-term.
To campaign for the delivery of a high quality A38 in Cornwall.
To reflect the interests of local communities throughout the possible road improvement areas ensuring that the A38 trunk road is made safer and ‘fit for purpose’.
To represent the views and interests of the Organisation regarding the A38 trunk road to national government, local elected councils, Highways England and other interested bodies.
To raise awareness of the health issues associated with poor air quality and to campaign for actions to tackle air pollution particularly in areas already designated as Air Quality Management Areas.
To assist in the improvement of communication in the widest sense with relation to the A38 trunk road and its upgrade to expressway standard throughout its length within Cornwall.
Powers
In furtherance of the objectives, the Management Committee may exercise the following powers:
Power to raise funds and to invite and receive contributions
Power to buy or lease and to maintain equipment or materials necessary for the achievement of the objectives
Power to publish books, periodicals, pamphlets and other material in printed, recorded or electronic format, and to hold intellectual property rights in any such material
Power to organise conferences, debates, seminars, and other such special events as the management committee may determine
Power to co-operate with other organisations in furtherance of any of the objectives or of similar purposes.
Power to provide indemnity insurance cover for members of the Management Committee (or any of them) out of the funds of the Organisation. Provided that any such insurance shall not extend to any claim arising from any act or omission which the members of the Management Committee (or any of them) knew to be a breach of duty or breach of trust or not.
Power to do all such other lawful things that are necessary for the achievement of the objectives.
Membership
Membership shall be open to all residents and groups who may be affected by any A38 improvement and who are interested in furthering the Organisation’s objectives.
Membership shall also be open to any person or group who wishes to further the organisations objectives.
Members are to be subject to the Organisation’s code of conduct available on request and published on the website.
Members shall have the right to vote at the Annual General Meeting or at an Extraordinary General Meeting of the Organisation.
Honorary Officers
Following the Annual General Meeting the members of the elected committee shall elect from among themselves the following separate Honorary Officers, who shall hold office from the conclusion of that meeting:
The Chair, The Vice Chair, The Secretary, The Treasurer
Management Committee
The Management Committee shall consist of:
Four people including the Honorary Officers elected by the members at the AGM.
Not more than four persons whom the Management Committee may co-opt for specific projects who shall not have a vote on Management Committee proposals.
All members of the Management Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office, but they may be re-elected or re-appointed.
A member of the Management Committee shall cease to hold office if s/he:
Has been found to have breached the Organisation’s code of conduct.
Has been convicted of any offence involving dishonesty or deception.
Has been adjudged bankrupt or sequestration of her/his estate has been awarded and s/he has not been discharged.
Has become incapable by reason of mental disorder, illness or injury of managing his or her own affairs.
Is absent without the permission of the Management Committee from all its meetings held within a period of six months and the Management Committee resolves that s/he shall cease to hold office or
Notifies the Management Committee of her/his resignation provided that at least four members of the Management Committee will remain in office when the notice of resignation is to take effect.
Meetings and proceedings of Management Committee
The Management Committee shall hold at least 6 ordinary meetings each year. A special meeting may be called using electronic mail or hard copy by the Chair or by any two members of the Management Committee upon not less than 3 days’ notice being given to the members of the Management Committee of the matters to be discussed.
There shall be a quorum when 4 persons are present at the meeting. The quorum must consist of at least two Honorary Officers.
When a vote is taken the matter shall be decided by a majority of those present and voting. In the case of equality of votes the Chair shall have a second or casting vote and follow normal convention and vote for the status quo.
Minutes of the proceedings of the Management Committee shall be kept.
In the absence of the Chair, Vice Chair or Secretary, the first business of the meeting shall be to ensure that a substitute is appointed for the duration of the meeting.
All press statements to be passed by at least one Honorary Officer before publication. If circumstances dictate this is impracticable then only decisions or information previously made or agreed by the Management Committee are to be quoted.
Receipts and expenditure
The funds of the Organisation including all donations, contributions and bequests, and receipts of any other nature shall be paid into an account operated by the Management Committee in the name of the Organisation at such bank or other financial institution as the Management Committee shall from time to time decide.
All cheques drawn on the account must be signed by at least two Honorary Officers from three named signatories held by the Bank or other financial institution. The Funds belonging to the Organisation shall be applied only in furthering the objects.
Accounts
The Treasurer shall present to each ordinary meeting of the Management Committee an up-to-date statement of the accounts.
The Treasurer shall also prepare annual statements of accounts which, after examination by an independent person appointed by the Management Committee, shall be presented to the Annual General Meeting.
General meetings
There shall be an Annual General Meeting of the Organisation which shall be held in the month of May each year or as soon as is practicable thereafter. Every Annual General Meeting shall be called by the Management Committee.
The secretary shall give at least 21 days notice of the Annual General Meeting to all members of the Organisation, who shall be entitled to attend and vote at the meeting. The financial statement shall be received by the meeting, at which the members shall also elect the Officers and the General Committee.
The Management Committee may call an Extraordinary General Meeting at any time. If at least four members of the Organisation request such a meeting in writing stating the business to be considered, the secretary shall call such a meeting without delay. At least 21 days’ notice must be given and the notice must state the business to be discussed.
Alterations to the Constitution
This Constitution may be altered by a resolution passed by a majority at the Annual General Meeting or at any Extraordinary General Meeting.
Dissolution
If the Management Committee decides that it is necessary or advisable to dissolve the Organisation it shall call a General Meeting of all members of the Organisation, of which not less than 21 days’ notice shall be given. If the proposal is confirmed by a majority of those present and voting, the Management Committee shall have the power to release any assets held by or on behalf of the Organisation. Any assets remaining after the satisfaction of any proper debts and liabilities shall be transferred to such other charitable organisation or organisations (having objectives similar to the Organisation) as the General Meeting or the Management Committee (in absence of direction from the General Meeting) may determine.