CONSTITUTION

 

adopted on the 14 day of May 1966 and amended 1981, 1998, 2003 and 2011, and 2015

 

PART I

 

1. Adoption of the Constitution

    

   The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.

    

2. The Name

    

   The association's name is “The Latin Mass Society for the promotion of the Traditional Roman Rite”. The association may be known as “The Latin Mass Society” and in this document it is called the “Charity”.

    

3. The Objects

    

   The Charity's objects (the Objects) are in accordance with the Catholic faith for members of the Catholic faith and the general public, the advancement of:

    

   1. the teachings and practices of the Roman Catholic Church as defined by the Council of Trent in obedience to the Holy See in matters pertaining to the liturgy and to religious observance;

       

   2. the regular and frequent public celebration of Holy Mass, whether as High Mass, Missa Cantata, Dialogue Mass, or Low Mass and all lawful liturgical offices or services, in the rite codified by the Council of Trent in the Latin language and in a form no later than that published in A.D.1962 but to include any amendments required by the Holy See. Such Masses are to be celebrated by a priest with faculties from a Bishop or Superior in communion with the Holy See are to be lawful under the Canon Law of the Church;

       

   3. the study, appreciation and use in worship of the traditional music of the Church and especially of Gregorian chant;

       

   4. the continued and wider use of the Latin language in the Church’s worship, teaching and administration;

       

   5. a means whereby the laity may communicate to the Hierarchy their needs and desires in matters pertaining to the foregoing objects; and

       

   6. education and training in order to accomplish the preceding objects.

       

4. Application of the Income and Property

    

   1. The income and property of the Charity shall be applied solely towards the promotion of the Objects.

       

   2. A Trustee may pay out of, or be reimbursed from, the property of the Charity reasonable expenses properly incurred by him or her when acting on behalf of the Charity.

       

   3. None 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:

      1. a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Charity;

          

      2. a Trustee from:

          

         1. buying goods or services from the Charity upon the same terms as other members or members of the public;

             

         2. receiving a benefit from the Charity in the capacity of a beneficiary of the Charity, provided that the Trustees comply with the provisions of clause 4.5, or as a member of the Charity and upon the same terms as other members;

             

      3. the purchase of indemnity insurance for the Trustees against any liability that by virtue of any rule of law would otherwise attach to a Trustee or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the Charity but excluding:

          

         1. fines;

             

         2. costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Trustee or other officer;

             

         3. liabilities to the Charity that result from conduct that the Trustee or other officer knew or ought to have known was not in the best interests of the Charity or in respect of which the person concerned did not care whether that conduct was in the best interest of the Charity or not.

             

      4. No Trustee may be paid or receive any other benefit for being a Trustee.

          

   4. A Trustee may:

       

      1. sell goods, services or any interest in land to the Charity;

          

      2. be employed by or receive any remuneration from the Charity; 4.4.3receive any other financial benefit from the Charity, if:

         1. 1. 1. he or she is not prevented from so doing by clause 4.3.4 and

                   

               2. the benefit is permitted by clause 4.3; or

                   

               3. the benefit is authorised by the Trustees in accordance with the conditions in clause 4.5.

          

   5.  

       

      1. If it is proposed that a Trustee should receive a benefit from the Charity that is not already permitted under clause 4.3, he or she must:

          

         1. declare his or her interest in the proposal;

             

         2. be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it;

             

         3. not be counted in determining whether the meeting is quorate;

         4. not vote on the proposal.

             

      2. In cases covered by clause 4.4, those Trustees who do not stand to receive the proposed benefit must be satisfied that it is in the interests of the Charity to contract 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 advantage of contracting with or employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee’s services as a result of dealing with the Trustee’s conflict of interest).

          

      3. The Trustees may only authorise a transaction falling within clauses 4.4.1- 4.4.3 of this clause if the Trustee body comprises a majority of Trustees who have not received any such benefit.

          

      4. If the Trustees fail to follow this procedure, the resolution to confer a benefit upon the Trustee will be void and the Trustee must repay to the Charity the value of any benefit received by the Trustee from the Charity.

          

      5. Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of 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.

          

      6. In this Clause 4, "Trustee" shall include any person firm or company connected with the Trustee.

          

5. Dissolution

    

   1. 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.

       

   2. The Trustees 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:

       

      1. directly for the Objects;

          

      2. by transfer to any Charity or charities for purposes the same as or similar to the Charity;

          

      3. 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 clauses 5.3.1-5.3.3.

       

   5. In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the Charity (except 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 the Commission the Charity’s final accounts.

6. Amendments

    

   1. The Charity may amend any provision contained in Part 1 of this Constitution provided that:

       

      1. No amendment may be made that would have the effect of making the Charity cease to be a Charity at law;

          

      2. no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to the Charity;

          

      3. no amendment may be made to clause 4 without the prior written consent of the Commission;

          

      4. 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 amendment is made by resolution passed by a simple majority of 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 who are Catholics and who are in agreement with the Charity’s Objects. Organisations may not be admitted to membership. Those applying for Membership are to be approved by the Trustees.

       

   2.  

       

      1. 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.

          

      2. The Trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

          

      3. 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.

       

   5. The Trustees will ensure that a Requiem Mass is celebrated for the repose of the souls of deceased members and benefactors, including the Society’s late Patron, Prince Rupert Loewenstein, in accordance with the liturgical principles specified in 3.2. above, accompanied by polyphonic music, at least annually.

       

8. Termination of Membership

   1. Membership is terminated if:

       

      1. The member dies;

          

      2. The member resigns by written notice to the Charity, unless, after the resignation, there would be than two members;

          

      3. any sum due from the member to the Charity is not paid in full within six months of it falling due;

          

      4. the member is removed from membership by a resolution of the Trustees that it is in the best interests of the Charity that his or her membership terminated. The member concerned may be suspended from membership pending consideration of his or her removal. A resolution to remove a member from membership may only be passed if:

          

         1. the member has been given at least twenty one days' notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is to be proposed;

             

         2. the member or, at the option of the member, the member's representative (who need not be a member of the Charity) has been allowed to make representations to the meeting.

             

9. General meetings

    

   1. The Charity must hold a general meeting within twelve months of the date of the adoption of this constitution.

       

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

       

   3. Any ten members may propose a motion to be discussed at a General Meeting by submitting it in writing with their signatures to the Secretary, to be received no later than twenty eight days before the meeting concerned.

       

   4. All general meetings other than annual general meetings shall be called special general meetings.

       

   5. The Trustees may call a special general meeting at any time.

       

   6. The Trustees must call a special general meeting if requested to do so in writing by at least ten 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 forty two 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.

       

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 50 or one-tenth of the members, whichever is the fewer, and who are entitled to vote upon the business to be conducted at the meeting;

        

    3. If:

        

       1. a quorum is not present within half an hour from the time appointed for the meeting; or

           

       2. during a meeting a quorum ceases to be present,

           

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

           

    4. 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.

        

    5. 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 that time shall constitute the quorum for that meeting.

        

12. Chairman

     

    1. General meetings shall be chaired by the person who has been elected as Chairman of the Charity.

        

    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 number 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.

        

       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 stating the date time and place of the meeting.

14. Votes

     

    1. 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.

        

    2. A resolution in writing signed by 75% of members 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 on behalf of one or more members.

        

15. Officers and other 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 “elected Committee Members”). The Officers and elected Committee Members shall be the Trustees of the Charity and in this constitution are together called "the Committee" or “the Trustees”.

        

    2. The number of Trustees shall be not less than three and not more than 10.

        

    3. The Committee shall be made up of three Officers and, up to five elected Committee Members and up to two co-opted trustees.

        

    4. The Charity shall have the following Officers:

        

       1. a chairman;

           

       2. a secretary; and

           

       3. a treasurer.

           

    5. The first Trustees (including Officers) to act as such after the adoption of this constitution shall be those persons who have been elected as Trustees at that time.

        

    6. A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees.

        

16. The Appointment of Trustees

     

    1. To be eligible to be appointed as a Trustee, a candidate;

        

       1. must be a member and have been so for two years prior to the date of his proposed appointment;

           

       2. must not be liable to disqualification or removal under Clause 18;

           

       3. must not be a member of the clergy, a professed religious (namely one who is bound by vows of obedience to a religious superior) or a seminarian; and

           

       4. must not act for or support publicly the cause of any religious body or person not in communion with the Holy See or which has arrogated to itself any of the authority of the Holy See.

           

    2. Elections shall be held annually to fill any vacancies on the Committee.

        

    3. Subject to clause 18, the term of office for Trustees is three years starting from the date of their

       appointment.

        

    4. A retiring Trustee who remains qualified may be re-elected for a maximum of one further term of office unless the remaining Trustees resolve that such person may be re-elected for further terms of office as Trustee. Once a person has not acted as a Trustee for two years, he or she is eligible for re- election.

        

    5. No-one may be elected a Trustee at any annual general meeting unless 48 clear days prior to the meeting the Charity is given a notice that:

        

       1. is signed by a member entitled to vote at the meeting;

           

       2. states the member’s intention to propose the appointment of a person as an elected Committee Member or as an Officer;

           

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

           

    6. Election of Trustees will be conducted as follows.

        

       1. At least 24 days before the date of the Annual General Meeting the Secretary shall send out to each member of the Charity a ballot paper with their membership number and containing a list of all the candidates proposed for the posts of Officer and elected Committee Member. This list shall give the name, address and diocesan affiliation of each candidate, together with the name of his or her proposer.

           

       2. A ballot paper will not be issued if an election is uncontested.

           

       3. A member shall return their ballot paper to the nominated scrutineer or such other person as the Trustees decide and is stated on the ballot paper, by post in a sealed envelope marked “ballot” to be received not later than seven days before the meeting.

           

       4. Ballot papers will be opened and counted by an independent scrutineer appointed by the Committee.

           

       5. The results of the ballot shall be given by the scrutineer to the Chairman in a sealed envelope to be opened by him when he declares the results at the Annual General Meeting.

           

       6. If required the Chairman will have a casting vote.

           

    7.  

        

       1. The Committee may co-opt up to two persons as Trustees in addition to the elected Committee Members and Officers; such trustees may include individuals who have already completed one or more terms as elected Trustees.

           

       2. If a vacancy occurs during the year among the elected Committee Members or Officers, the Committee may at its discretion co-opt a person who is eligible for appointment as replacement.

           

    8. The Committee will decide on each co-opted Trustee’s term of office up to a maximum of three years. Following the end of his term of office he may be co-opted again or stand as a candidate to be an elected Committee Member or Officer..

17. Powers of the Committee

     

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

        

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

           

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

           

       3. to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Committee must comply as appropriate with sections 36 and 37 of the Charities Act 1993, as amended by the Charities Act 2006;

           

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

           

       5. to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;

           

       6. to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;

           

       7. to acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed for any of the Objects;

           

       8. to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;

           

       9. to obtain and pay for such goods and services as are necessary for carrying out the work of the Charity;

           

       10. to open and operate such bank and other accounts as the Committee considers necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000;

            

       11. to employ staff and engage volunteers and agents as shall be deemed necessary;

            

       12. to acquire, repair and preserve such liturgical equipment and vestments including those deemed to be of historical value likely to facilitate the Charity’s liturgical celebrations and Objects generally;

            

       13. to effect such policies of insurance as may be deemed necessary; and

            

       14. to do all such other lawful things as are necessary for the achievement of the Objects.

            

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

    3. Any meeting of the Committee at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Committee.

        

18. 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 meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated

        

    6. is removed by the Trustees for acting in a way which is seriously detrimental to the interests of the Charity, providing he or she is given 21 days notice of the meeting at which the removal will be considered, including the grounds for the same and opportunity to make representations in relation to the matter at the meeting. Such a Trustee may be suspended pending the meeting by the Chairman at his discretion or by a majority of the Committee if the removal concerns the Chairman.

        

19. Proceedings of the Committee

     

    1. The Committee may regulate its proceedings as it thinks fit, subject to the provisions of this Constitution.

        

    2. Any two Trustees may call a meeting of the Committee.

        

    3. The Secretary must call a meeting of the Committee if requested to do so by two Trustees.

        

    4. A meeting of the Trustees may be held either in person or by suitable alternative means agreed between the Trustees in which all participants may communicate simultaneously with all other participants.

        

    5. Questions arising at a meeting must be decided by a majority of votes.

        

    6. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

        

    7. No decision may be made by a meeting of the Committee unless a quorum is present at the time the decision is purported to be made.

        

    8. The quorum shall be three 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 from time to time by the Committee.

        

    9. 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.

    10. 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 filling vacancies or of calling a general meeting.

         

    11. The person elected as the Chairman shall chair meetings of the Committee.

         

    12. If the Chairman 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.

         

    13. The person appointed to chair meetings of the Committee shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Committee.

         

    14. A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of the Committee and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Committee. The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees. The date of a written resolution shall be the date on which the last person entitled to vote signs.

         

    15. A resolution which is approved by email in accordance with this Article shall be as valid and effectual as if it had been passed at a Trustees’ meeting duly convened and held, provided the following conditions are complied with:

         

        1. such a resolution must be approved by email by at least seventy-five percent of the Trustees entitled to vote on the matter;

            

        2. approval must be received by such person as the Trustees shall have nominated in advance for that purpose (“the Recipient”), which person may, for the avoidance of doubt, be one of the Trustees;

            

        3. approval from a Trustee must be sent from an email address previously notified in writing (not using electronic means) by that Trustee to the Charity as intended for use by that Trustee for the purpose;

            

        4. following receipt of sufficient responses on any resolution, the Recipient shall circulate a further email to all of the Trustees confirming whether the resolution has been formally approved by the Trustees in accordance with this Article;

            

        5. the date of a resolution shall be the date of the email from the Recipient confirming formal approval.

            

20. Delegation and Representation

     

    1. The Committee may delegate any of its powers or functions to a Sub-committee of three 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 and the following conditions will apply unless the Trustees decide otherwise:

        

       • the relevant powers are to be exercised exclusively by the Sub-committee to whom they delegate;

          

       • no expenditure may be incurred on behalf of the Charity except in accordance with a budget previously agreed with the Trustees;

          

       • the chairman of the Sub-Committee is to be appointed by the Trustees;

       • the Sub-Committee may co-opt additional advisory, non-voting members.

    3. The Committee may revoke or alter a delegation.

        

    4. All acts and proceedings of any Sub-committees must be fully and promptly reported to the Committee.

        

    5. The Committee may delegate any matter concerning the day-to-day management of the Charity to employees:

        

       1. the delegated power shall be to manage the Charity by implementing the policy and strategy adopted and within a budget approved by the Trustees and if applicable to advise the Trustees in relation to such policy, strategy and budget;

           

       2. the Trustees shall provide the employees with a description of his or her role and the extent of his or her authority; and

           

       3. the employee shall report regularly to the Trustees on the activities undertaken and (where those activities involve managing the Charity generally) provide them regularly with management accounts sufficient to explain the financial position of the Charity.

           

    6. The Committee may appoint such representatives as it wishes to act on the Charity’s behalf and who may attend Committee meetings at the Committee’s discretion including:

        

       1. Patrons;

           

       2. Local Representatives where possible for each Diocese, parts of a Diocese or group of Dioceses as appropriate;

           

       3. National Chaplains; and

           

       4. Regional Chaplains.

           

    7. Such representatives appointed by the Committee shall not be entitled to vote on any resolution at any Committee meeting they attend.

        

21. Irregularities in Proceedings

     

    1. Subject to sub-clause 21.2 of this clause, all acts done by the Committee, or of a Sub-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 interest or otherwise;

          

         if, without:

          

       • the vote of that Trustee; and

       • that Trustee being counted in the quorum,

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

    2. Sub-clause 21.1 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 Committee or of a Sub- committee if the resolution would otherwise have been void.

        

    3. No resolution or act of

        

       1. the Trustees

           

       2. any committee of the Trustees

           

       3. 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.

           

22. Minutes

     

    The Committee must keep minutes of all:

     

    1. appointments of Officers and Trustees made by the Committee;

        

    2. proceedings at meetings of the Charity;

        

    3. meetings of the Committee and Sub-committees of Trustees including:

        

       1. the names of the Trustees present at the meeting;

           

       2. the decisions made at the meetings; and

           

       3. where appropriate the reasons for the decisions.

           

23. Annual Report and Return and Accounts

     

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

        

       1. the keeping of accounting records for the Charity;

           

       2. the preparation of annual statements of account for the Charity;

           

       3. the transmission of the statements of account to the Charity;

           

       4. the preparation of an Annual Report and its transmission to the Commission;

           

       5. 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.

        

24. Registered particulars

     

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

25. Property

     

    1. The Committee must ensure the title to:

        

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

           

       2. 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 Committee may remove the holding Trustees at any time.

        

26. Repair and insurance

     

    The Committee 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). It must also insure suitably in respect of public liability and employer's liability.

     

27. Notices

     

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

        

       1. in writing; or

           

       2. given using electronic communications.

           

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

        

       1. personally; or

           

       2. by sending it by post in a prepaid envelope addressed to the member at his or her address; or

           

       3. by leaving it at the address of the member; or

           

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

        

    6. 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.

    7. 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.

        

28. Rules

     

    1. The Committee may from time to time make rules or bye-laws for the conduct of its business.

        

    2. The bye-laws may regulate the following matters but are not restricted to them:

        

       1. the admission of members of the Charity and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;

           

       2. the conduct of members of the Charity in relation to one another, and to the Charity's employees and volunteers;

           

       3. 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;

           

       4. the procedure at general meeting and meetings of the Committee in so far as such procedure is not regulated by this Constitution;

           

       5. 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.)

           

       6. 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 of bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.