Constitution of Trawsnewid Llandrindod Transition
An Unincorporated Not-For-Profit Association
1. Name
The name of the Association (hereinafter called “TLT”) shall be "Trawsnewid Llandrindod Transition”
2. Area
The initial area covered by TLT shall be Llandrindod Wells, Powys, and surrounding community areas.
3. Aims
The Aims of TLT shall be:
(a) To raise awareness of the issues associated with the twin challenges of Peak Oil and Climate Change and the consequent need to develop a low carbon, sustainable future through ethical, social, cultural, economic, environmental and community action.
(b) To promote, encourage and support the development of education and research concerning areas affected by resource depletion.
(c) To provide the membership, other groups, and individuals with the encouragement and support necessary to make the transition to a low carbon, sustainable, ethical future.
4. The aims and objectives for which TLT is established are:
(a) To create and help implement an Energy Descent Action Plan (EDAP) for Llandrindod and the surrounding area.
(b) To support and encourage local action on Peak Oil and Climate Change
(c) To support and work with other Transition organisations and similar community-led initiatives
(d) To engage with other organisations, including statutory, voluntary, and business, where appropriate in pursuit of its aims and objectives.
5. Powers
In furtherance of these aims and objectives, TLT may:
(a) Publish and distribute information
(b) Engage in, support and promote education and research
(c) Raise funds
(d) Run events
(e) Recruit volunteers
(f) Employ staff
(g) Buy or lease premises and equipment
(h) Enter into contracts
(i) Undertake any trade, business, enterprise, project or venture which could contribute to the delivery of the aims and objectives.
(j) Participate in any other activity that could help deliver the stated aims and objectives.
6. Membership
(a) The members shall be individuals and organisations subscribing to the stated aims and objectives of this constitution and admitted without reference to wealth, politics, religion, sex, disability, age or sexual preference, who live, work or operate in the area described in rule two.
(b) The Annual General Meeting may agree subscription fees to be paid by all members.
(c) A member shall cease to be a member if she/he:
(i) resigns; or
(ii) is requested to resign by a quorum of the steering group voting to this effect.
(d) Any members expelled shall have the opportunity to seek re-admission for themselves at a General Meeting where they shall have the fullest opportunity to present their case.
Not for profit
7. TLT shall not trade for profit. Any surplus shall be applied to the continuation and development of TLT.
General meetings
8. The running of TLT is subject to regular review and all members are encouraged to participate.
9. TLT shall in each calendar year hold a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it, providing that every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting. The first Annual General Meeting shall be held within eighteen months of formation.
10. An Annual General Meeting must be called by at least twenty-one days’ notice, unless three-quarters of all the members entitled to attend and vote decide on shorter notice. This shorter notice must still be given to all members.
11. Any three members or 10% of members, whichever is greatest, may call a general meeting.
12. Notice of at least fourteen days shall be given of General Meetings. This notice will either be sent (by post or electronically) to all members, or shall be displayed at a location (real or virtual) agreed in advance by a general meeting.
13. The Annual General Meeting shall be presented with the organisation’s accounts.
Proceedings at general meetings
14. Each member whether an individual or an organisation shall have one vote.
15. No business shall be transacted at a general meeting unless a quorum of members is present. Unless and until otherwise decided by a general meeting, five members shall be a quorum.
16. If such a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or such time and place as all members present agree to, and all members shall be given such notice as is practicable of the time, date and place of such an adjourned meeting.
17. A facilitator shall be drawn from the members that constitute the steering group at that time.
18. The facilitator may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
19. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give such notice.
20. All decisions at general meeting shall be made by consensus following the fullest discussion in which all members are entitled to speak freely. By consensus is meant a situation where those not in agreement agree not to maintain an objection.
In the event of consensus not being reached the matter shall be adjourned to the next meeting when another attempt at consensus will be tried. If consensus is still not reached, the matter will be decided by a majority of three-quarters of votes.
21. The facilitator at any meeting shall not have a second or casting vote.
Elected officers and committees
22. The day-to-day management of TLT shall be delegated to a committee that will be known as the "Steering Group."
23. The Annual General Meeting shall appoint members to the posts of treasurer, secretary, social meeting coordinator and press liason who shall be members of the Steering Group. All posts may be shared by a team of two or more members provided that one agrees to act as the team leader.
24. The Steering Group will be composed of at least six members elected by the Annual General Meeting including the treasurer and secretary.
25. The Steering Group may appoint members to specific roles to perform duties and may delegate powers as necessary.
26. The Steering Group may appoint sub groups, working groups, and research groups to operate within parameters set by the Steering Group.
27. The Steering Group will present a report of activities to the Annual General Meeting. It will also prepare plans for the forthcoming year to be approved by the Annual General Meeting.
28. The Steering Group may co-opt members.
29. The treasurer shall be responsible for keeping a true record of accounts as stated in rule 35.
30. The secretary shall be responsible for:
(a) giving proper notice of all general meetings.
(b) receiving items for inclusion on the agenda of general meetings up to three days before said meeting.
(c) keeping proper records as stated in rules 33 and 34.
31. The Social Meeting Co-ordinator shall be responsible for:
(a) arranging speakers, films or other activities for the monthly social meetings throughout the year
(b) liaison with speakers and the Herb Garden or other venues over meeting arrangements and with the treasurer over payment of fees and expenses
(c) arranging for the production and distribution of posters and leaflets and other suitable publicity material
32. The Press Liason post shall be responsible for
(a) maintaining a list of local media contacts
(b) producing and distributing press releases relating to all group events and activities
(c) responding to any requests for information by media contacts
Records
33. TLT shall keep a register of members stating when members were admitted and when they relinquished membership and any members appointed to specific roles or committee memberships held.
34. TLT shall keep minutes records in which the dates, times and places of general meetings, along with decisions reached during those meetings and members present at those meetings are noted for all members to refer to.
Accounts
35. TLT shall keep a record of the sum and nature of expenditure and receipts of monies. All sales and purchases of goods and all its assets and liabilities.
36. TLT can borrow but investment cannot carry control or votes in any way. Any borrowing should be not more than two percent above the base-lending rate.
37. Approved records, including accounts, shall be kept in a place decided by the general meeting, and shall always be open to the inspection of all members at reasonable hours and by other persons authorised by TLT in general meeting.
Indemnity
38. Every Member or auditor or officer of TLT shall be indemnified out of the assets of TLT against all losses or liabilities incurred by him/her in or about the execution and discharge of the duties of his/her office, except to the extent that such losses or liabilities shall be attributed to either:
(a) fraud or other matters in respect of which such person concerned shall be convicted of a criminal offence; or
(b) negligence; or
(c) actions knowingly beyond the scope of a specific authority or limit thereon on the part of such person.
Secondary rules, bylaws and standing orders
39. Rules, bylaws and standing orders can be made by TLT in general meeting by a 75% so long as any rules, bylaws and standing orders do not conflict with this constitution.
Changing rules
40. Any rule in this constitution can be removed or changed or a new rule added at a General Meeting by a 75% majority where all members have been given 21 clear days prior notice of the change proposed and the date, time and location of the general meeting. Except Rules 7, 38 and 39 which shall not be changed.
Dissolution
41. In the event of winding up or dissolution of TLT, after the satisfaction of all its debts and liabilities, the assets remaining shall be given or transferred to some other not for profit local organisation having objectives similar to the objectives of TLT.
WE THE UNDERSIGNED SUBSCRIBE TO THIS CONSTITUTION
Last revision: January 2018 agreed at the Annual General Meeting to add posts of Social Meeting Co-ordinator (rule 31) and Press Liason (rule 32) and to clarify (rule 23) that posts may be shared by a team of two or more members.
