Constitution

1. NAME

The name of the Association shall be the Friends of the Newport Ship (herein after called “the Association”).

OBJECTIVES AND POWERS

2. The objectives of the Association are:

  1. To promote the advancement of knowledge about the Newport Mediaeval Ship and the dissemination of information about it.

  1. To promote and support conservation of the Newport Mediaeval Ship and putting it on public display.

  1. To foster understanding and appreciation of Newport’s maritime and industrial heritage throughout Wales, Great Britain and the wider world.

3. To achieve its objectives, the Association may:

  1. Cooperate with other individuals and organisations (amateur, professional and official), and facilitate co-ordination or liaison between them.

  1. Organise public exhibitions, lectures, festivals, meetings, classes and other events, or assist others in doing this.

  1. Assist any body or bodies financially or otherwise.

  1. Acquire funds by way of contributions, donations, affiliation fees, subscriptions, legacies, grants and any other lawful method, and accept gifts of property of any description (whether subject to any special trusts or not).

  1. Publish or distribute (whether free or for a charge) reports, periodicals, books, pamphlets, leaflets and other documents, or assist other bodies to do this.

  1. Do anything else which helps to attain the objectives.

MEMBERSHIP

4. Application for membership of the Association shall be open to anyone supporting the objectives of the Association and shall be addressed to the Secretary. Membership of the Association shall be renewable annually on 24 August.

GENERAL MEETINGS

5. The Association shall hold an Annual General Meeting not more than three months after the end of its financial year. The Annual General Meeting shall consider a report of the previous year’s activities and the audited accounts, elect the Committee, appoint an auditor or auditors and conduct any other business that has been notified to members by the Secretary in advance.

6. The Secretary shall arrange a Special General Meeting if requested by the Committee or by any ten members of the Association, who must state the nature of the business to be conducted. The Secretary must give members reasonable notice of any Special General Meeting.

7. Only members of the Association shall be entitled to attend a General Meeting. A quorum shall be fifteen members. Members who are unable to attend a General Meeting may, by arrangement with the Secretary, vote on any motion by proxy, letter or e-mail.

COMMITTEE

8. The day to day management and control of the Association shall be vested in the Committee who may exercise all such powers of the Association as are not by this constitution or any amendment thereto required to be exercised by the Association in a General Meeting.

9. The Committee shall consist of four Officers – namely, a Chairperson, Vice-

Chairperson, Secretary and Treasurer – and up to six other members. The Officers shall hold office from the conclusion of the General Meeting at which they are elected until the conclusion of the next Annual General Meeting.

10. The Committee may co-opt additional members. Co-opted members shall be entitled to vote equally with the elected members but shall not be trustees of the Association.

11. All officers of the Committee shall be eligible for re-election.

12. The Association shall have power by a resolution passed at a properly convened Annual or Special General Meeting by a simple majority of those voting to add to the Committee any new member or remove any existing member and for those purposes the total number of members may be increased or decreased accordingly.

13. The Committee shall meet not less than three times a year.

14. Persons entitled to attend any Committee meeting shall be the existing members of the Committee and any member of the Association although such non-Committee members shall not have power to vote at any such meeting.

15. A quorum at a meeting of the Committee shall be four Committee members and, if any Committee member fails to attend on three consecutive meetings of the Committee without there being extenuating circumstances acceptable to the Committee for failure to so attend, that person shall be deemed to have resigned his/her position as a Committee member.

16. During a Committee, sub-Committee meeting, or any event where members are working together or with the public, behaviour should be consistent with the aims and objectives of the Friends of the Newport Ship. Inappropriate conduct, if agreed as such by a majority of the Committee, after hearing evidence from all parties involved, may invoke withdrawal from the Committee or expulsion from the Friends

17. (a) The Association may employ a Director and such other person or persons not being a member of the Committee as it deems necessary.

(b) The Association may appoint such person or persons and upon such terms and conditions including as to remuneration as it considers fit.

(c) The Director and any other employees shall exercise only such powers and functions as are specifically delegated to him or her and they shall report their acts and proceedings to the Committee as required.

18. (a) The association’s financial year shall run from 24 August to 23 August. Once at least in every financial year the accounts of the Association shall be audited by one or more qualified auditors and shall be submitted for consideration at the Annual General Meeting of the Association.

(b) The income and property of the Association whencesover derived, shall be applied solely towards the promotion of the objects of the Association as set forth by Clause 2, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Association PROVIDED THAT nothing herein shall prevent the remuneration of the Director of the association or other person appointed in accordance with Clause 16 of this Constitution or the payment or repayment in good faith to any officer or servant of the Association of his or her reasonable and proper out-of-pocket expense.

(c) The Association may appoint a custodian, trustee or a trust corporation of not less than three persons to hold any property held by or in trust for the Committee or may with the agreement of the Official Custodian for Charities transfer to him/her personal property (within the meaning of 16(2) of the Charities Act 1960) so held and make application for an order vesting in him/her any other property held.

19. The Treasurer shall maintain a bank account in the name of the Association. Payments on behalf of FONS can be made according to the following authority levels:

  • up to £200 by the Treasurer via online banking

  • £200 to £1,000 by cheque signed by two Officers

  • over £1,000 to be approved by the Committee, then by cheque as above

Likewise, any commitment to spend over £200 should first be approved by the Committee.

20. The Association shall invest in its name or the names of its trustee or trustees any monies not required for its immediate purposes in securities in which trust money may by law be invested with power from time to time to transpose such investments.

SUB COMMITTEES

21. The Association may from time to time appoint sub-committees as may be deemed necessary, and may determine their terms of reference, powers, duration and composition, provided that no sub-committee may be given power to co-opt more than one fourth of its total membership providing always that the actions and proceedings of any such sub-committee shall be fully and promptly reported back to the Association.

DISSOLUTION

22. The Association may at any time be dissolved by a resolution supported by not less than two thirds of those voting at a Special General Meeting of the Association of which at least twenty-one clear days notice in writing shall have been sent to all members of the Association. Such resolution may give instructions for the disposal of any assets held by or in the name of the Association provided that if any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed among the members of the Association but shall be given or transferred to such other charitable institution or institutions having objectives similar to the objective of the Association as the Association may, with the approval of the Charity Commissioners or any other authority having jurisdiction under the Charities Act 1960, determine.

AMENDMENTS TO CONSTITUTION

23. Any amendment of this constitution shall require the assent of not less than two thirds of the members of the Association voting at a Special General Meeting specially called for the purpose provided that notice of any such amendment shall have been received by the Secretary in writing not less than twenty-one clear days before the meeting at which the amendment is brought forward. At least fourteen clear days notice in writing of such a meeting setting forth the terms of the amendment to be proposed shall be sent by the Secretary to each member: PROVIDED THAT no amendment shall be made to this Constitution that would cause the Charity to cease to be charitable at law and no amendment to Clause 2 shall be made without the approval of the Charity Commissioners or other authority having charitable jurisdiction.