Constitution

This constitution was approved by the Trustees on 2021-03-10

Constitution

A             ADMINISTRATION

The charitable trust constituted by this constitution (“the Charity”) and its property (“the trust fund”) shall be administered and managed by the trustees under the name of AquAid Lifeline Fund or by such other name as the trustees from time to time decide with the approval of the Charity Commission for England and Wales (“the Commission”).

B             OBJECTS

The trustees shall hold the trust fund and its income upon trust to apply them for the following objects (“the objects”):-

“The relief of poverty, the advancement of education and the care of children and vulnerable adults in Malawi”

C             POWERS

In furtherance of the objects but not otherwise the trustees may exercise any of the following powers:-

  1. to raise funds and invite and receive contributions Provided that in raising funds the trustees shall not undertake any substantial permanent trading activity and shall conform to any relevant statutory regulations;
  2. to buy, take on lease or in exchange, hire or otherwise acquire any property necessary for the achievement of the objects and to maintain and equip it for use;
  • subject to any consents required by law to sell, lease or otherwise dispose of all or any part of the property comprised in the trust fund;
  1. subject to any consents required by law, to borrow money and to charge the whole or any part of the trust fund with repayment of the money so borrowed;
  2. to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
  3. to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
  • to appoint and constitute such advisory committees as the trustees may think fit;
  • to employ such staff (who shall not be trustees) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependants;
  1. to permit any investments comprised in the trust fund to be held in the name of any clearing bank, any trust corporation or any stockbroking company which is a member of the Stock Exchange (or any subsidiary of such a stockbroking company) as nominee for the trustees and to pay any such nominee reasonable and proper remuneration for acting as such;
  2. to delegate to any one or more of the trustees the transaction of any business or the performance of any act required to be transacted or performed in the execution of the trusts of the Charity and which is within the professional or business competence of such trustee or trustees Provided that the trustees shall exercise reasonable supervision over any trustee or trustees acting on their behalf under this provision and shall ensure that all their acts and proceedings are fully and promptly reported to them;
  3. to do any other lawful thing that is necessary or desirable for the achievement of the objects.

D             APPOINTMENT OF TRUSTEES

  • There shall be at least three trustees Every future trustee shall be appointed by a resolution of the trustees passed at a special meeting called under clause K.
  • In selecting persons to be appointed as a trustee, the trustees shall take into account the benefits of appointing a person who through residence, occupation, employment or otherwise has special knowledge of the area of benefit or who is otherwise able by virtue of his or her personal or professional qualifications to make a contribution to the pursuit of the objects or the management of the Charity.
  • If for any reason trustees cannot be appointed in accordance with the foregoing positions the statutory power of appointing new or additional trustees shall be exercisable.
  • The trustees must keep a record of the name and address and the dates of appointment, re-appointment and retirement of each trustee.
  • The trustees must make available to each new trustee, on his or her first appointment:
    1. a copy of this constitution and any amendments made to it;
    2. a copy of the charity’s latest report and statement of accounts.

E              ELIGIBILITY FOR TRUSTEESHIP

  • No person shall be appointed as a trustee:-
    1. unless he or she has attained the age of eighteen years; or
    2. in circumstances such that, had he or she already been a trustee, he or she would have been disqualified from office under the provisions of the following clause
  • No one shall be entitled to act as a trustee whether on appointment or on any re-appointment as trustee until he or she has expressly acknowledged, in whatever way the trustees decide, his or her acceptance of the office of trustee of the charity.

F              DETERMINATION OF TRUSTEESHIP

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

  • is disqualified from acting as a trustee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
  • becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
  • is absent without the permission of the trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated; or
  • notifies to the trustees a wish to resign (but only if at least two trustees will remain in office when the notice of resignation is to take effect)

G             VACANCIES

If a vacancy occurs the trustees shall note the fact in their minutes at their next meeting Any eligible trustee may be re-appointed So long as there shall be fewer than two trustees none of the powers or discretions hereby or by law vested in the trustees shall be exercisable except for the purpose of appointing a new trustee or trustees.

H             ORDINARY MEETINGS

The trustees shall hold at least two ordinary meetings in each year.

I               CALLING MEETINGS

Ordinary meetings shall be arranged by the trustees at their meetings or may be called at any time by the chair or any two trustees upon not less than ten days’ notice being given to the other trustees.

J              CHAIR

The trustees at their first ordinary meeting in each year shall elect one of their number to chair their meetings until the commencement of the first ordinary meeting in the following year. The chair shall always be eligible for re-election. If the chair is not present within ten minutes after the time appointed for holding a meeting or there is no chair the trustees present shall choose one of their number to chair the meeting.

K             SPECIAL MEETINGS

A special meeting may be called at any time by the chair or any two trustees upon not less than four days’ notice being given to the other trustees of the matters to be discussed, but if the matters include an appointment of a trustee or a proposal to amend any of the trusts of this constitution then upon not less than twenty-one days’ notice being so given A special meeting may be called to take place immediately after or before an ordinary meeting.

L              QUORUM

There shall be a quorum when at least one-third of the number of trustees for the time being or two trustees, whichever is the greater, are present at a meeting.

M            VOTING

Every matter shall be determined by a majority of votes of the trustees present and voting on the question. The chair of the meeting shall have a casting vote whether he or she has or has not voted previously on the same question but no trustee in any other circumstances shall give more than one vote.

N             MINUTES

The trustees shall keep minutes of the proceedings at their meetings.

0              ACCOUNTS

The trustees shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:-

  • the keeping of accounting records for the Charity;
  • the preparation of annual statements of account for the Charity;
  • the auditing or independent examination of the statements of account of the Charity; and
  • the transmission of the statements of account of the Charity to the Commissioners.

P             ANNUAL REPORT

The trustees shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.

Q             ANNUAL RETURN

The trustees shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification or that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

R             GENERAL POWER TO MAKE REGULATIONS

Within the limits of this constitution the trustees shall have full power from time to time to make regulations for the management of the Charity and for the conduct of their business, including the calling of meetings, the deposit of money at a bank and the custody of documents.

S              BANK ACCOUNT

Any bank account in which any part of the trust fund is deposited shall be operated by the trustees and shall be held in the name of the Charity.

  • The trustees may authorise budgets for specific purposes. Such authorisation shall be made at a trustee meeting and recorded in the minutes.
  • A single Trustee may sign a cheque, order payment or make electronic transfer from the account for an authorised purpose.
  • A single Trustee may, at his or her discretion, sign a cheque, order payment or make electronic transfer from the account if the amount is less than £10,000.
  • In all other cases, two trustees must approve payment in advance of the payment being made.
  • A summary of income and expenditure on the account, reconciled against authorized purposes and discretionary payments shall be presented at each trustee meeting.

T              TRUSTEE CONFLICT OF INTEREST

A charity trustee must:

  • declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not been previously declared; and
  • absent himself or herself from any discussions of the charity 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).

Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

U             MANAGEMENT OF LAND

Subject to any consents which may be required by law, the trustees shall either sell or let any land belonging to the Charity which is not required to be retained or occupied in furtherance of the objects.

V             LEASES

The trustees shall ensure that on the grant by them of any lease the tenant shall execute a counterpart lease. Every lease shall contain a covenant on the part of the tenant for the payment of rent and proviso for re-entry on non-payment of the rent or non-performance of the covenants contained in the lease.

W           REPAIR AND INSURANCE

The trustees shall keep in repair and insure to their full value against fire and other usual risks all the buildings of the Charity which are not required to be kept in repair and insured by the tenant and shall also insure suitability in respect of public liability and employer’s liability.

X             AMENDMENT OF CONSITUTION

  • The trustees may amend the provisions of this constitution provided that :-
    1. no amendment may be made which has the effect of the charity ceasing to be a charity at law
  • Any amendment shall be made under the authority of a resolution passed at a special meeting of the trustees
  • The trustees should promptly send to the Commissioners a copy of any amendment made under this clause.

Y             DUTY OF CARE AND EXTENT OF LIABILITY

1)            When exercising any power (whether given to them by this constitution, or by statute, or by any rule of law) in administering or managing the charity, each of the trustees must use the level of care and skill that is reasonable in the circumstances, taking into account any special knowledge or experience that he or she has or claims to have (‘the duty of care’).

2)            No trustee, and no one exercising powers or responsibilities that have been delegated by the trustees, shall be liable for any act or failure to act unless, in acting or in failing to act, he or she has failed to discharge the duty of care.

Z              CONFLICTS OF INTERESTS AND CONFLICTS OF LOYALTIES

A charity trustee must:

  • declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not been previously declared; and
  • absent himself or herself from any discussions of the charity 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).

Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

AA          REGISTERED PARTICULARS

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

 AB         TRUSTEE BENEFITS AND CONFLICT OF INTEREST

The income and property of the charity must be applied solely towards the promotion of the objects.

  1. A charity trustee is entitled to be reimbursed out of the property of the charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity.
  2. A charity trustee may benefit from trustee indemnity insurance cover purchased at the charity’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.