NOTICE OF 2022 AGM

10th May 2022

Dear Member

We are happy to post notification of Friends of St Mary’s Hospital 2022 AGM.

Please see below the Chairman’s report for your interest and that will give you an overview of the year up to 31st December 2021.

A resolution will be voted on at the AGM, (Please see below copy of proposed constitution. If you are unable to attend the meeting your vote on the resolution can be made via email/post or if you are in agreement with the resolution, your no response will indicate your acceptance.

Resolution:

Having fully considered the proposal that the Charity should adopt a new form of constitutional document (“the Constitution”) in the form annexed to the proposal and having decided that it is in the best interests of the Charity so to do, it is hereby resolved that:

(a) The Charity adopts the Constitution; and

(b) The Business Manager sends a copy of the resolution and Constitution to the Charity Commission for record.

Thank you, for your support of the Friends of St Mary’s Hospital.

Take care

Deborah Downer

Business Manager

Friends of St Mary’s Hospital

Registered Charity No 229151

Notice is hereby given of the Annual General Meeting to be held at Riverside Centre, Newport on Tuesday 24th May 2022 at 5 p.m.

Any member, who would like any papers for the meeting, to please request by 17th May 2022 from Business Manager, Friends of St Mary’s Hospital, Administration Cottage, St Mary’s Hospital, Newport, Isle of Wight PO30 5TG Deborah.downer@nhs.net

Friends of St Mary’s Hospital

Charity number: 229151

Annual report 2021

It is scarcely believable that I am writing a second Chairman’s report for our Charity, where the world is still in the grip of a pandemic. The UK and NHS response to the pandemic has governed our every move in 2021, and thrown many challenges our way. However, this report should begin not with the detail, but with the good news that the Friends of St Mary’s is still thriving albeit with less activity, as at December 2021. This is a great tribute to the volunteers, staff, Trustees and Directors who have remained steadfast through it all. My heartfelt thanks to everyone.

At the beginning of 2021, the main activity for our Charity Trustees and Retail Directors was to support the existence and plan for the re-growth of our retail services. At that time, we were running only our foyer shop, and this in a hospital with vastly reduced footfall. Outpatients were going directly to appointments, any companions had to wait in cars, many appointments were held remotely. Visitors to wards were restricted and that meant that our trolley service still could not operate.

The Charity Trustees and Retail Directors made running a service an absolute priority providing that this could be done without losses. Takings were patchy but adequate to keep going and with the support of volunteers, Lisa Brodie, Shop Manager was able to maintain a level of stock and sales to sustain a reasonable income. The support of Hospital staff at this time was a great lift for us and spurred us on to keep our service going.

In the Autumn of 2021, we were able to consider running a regular trolley service again. We also were able to reopen the Ryde Clinic Shop at that time. Neither made huge profits but supported our aim to maintain our service and no doubt assisted in gaining even more support from Hospital staff, whose warmth and support has been hugely encouraging for the Friends,

In October 2021, following a risk assessment of management sustainability, Lesley Myland stepped down as Chairman of the Retail Directors, to concentrate on the future of the Friends’ Charity. Her original appointment was a temporary measure but a new Chair was hard to find. However, following a full risk assessment, it was felt that having the same individual, chairing the Charity and the Company was problematical should the unforeseen occur. Trustee Martin Keightley kindly took up the reigns as Chairman of the Retail Directors.

Towards the end of 2021, with an upward trend continuing, there was even talk of resuming a monthly standing order from the Retail division, to the Charity’s funds.

In the meantime, having missed a year of awarding grants from the Friends Fund in 2020, it was decided in the spring of 2021, that the Friends’ Charity would invite applications for up to £1000 per grant. Whilst funds were not lacking, this was to preserve funds for future application rounds, given that our major source of income from the retail operation was not forthcoming for the time being.

This exercise did not prove successful. Only nine requests totaling the sum of £8822 were fulfilled. We can but speculate on the reasons for this. Staff were still under pressure and perhaps too busy to go through the process; funds were available from other sources as the result of the huge public response to fundraising for the NHS during the height of the first lock down and beyond. The £1000 ceiling may have also been an issue, so Trustees decided to do an Autumn invitation to make applications. No upper limit was set, this being an issue for the Trustees to decide upon should any requests be for very large amounts. Only six applications were made, with a total spend of £17446.

The Trustees will address a strategy for applications in 2022, but it will be against the background of the steady growth of the Isle of Wight NHS Trust Charitable Fund. Each of the two Charities has its own strengths and cooperation will be key to capitalising on these strengths. The Friends’ Chairman is a non-voting member of the Charity Board, and all are working to complement, not conflict.

This is a good opportunity to register the thanks of the Trustees to Debs Downer, our Business Manager. She has continued to hold up her high standards in the administration of the Charity but has also been extremely flexible in helping out wherever she can with all aspects of our activities.

The Christmas season 2021 again saw the Friends distributing over 300 gifts for patients and staff for Christmas Day. Before we had made any purchases, we heard from Morrison’s in Newport that their staff had voted for the Friends of St Mary’s Hospital as their Charity of the Year for 2022. We enlisted their help before our ‘year’ started and they allowed us a good discount on our Christmas purchases. We look forward to working with them as they support us over 2022.

Friends of St Mary’s Hospital

Charity Number 229151

Constitution

Adopted on

1. Adoption of the Constitution

(1) The Charity is an unincorporated association. The Charity and its property will be administered and managed in accordance with the provisions of this Constitution.

(2) This Constitution can only be amended:

(a) by resolution agreed in writing by all members of the Charity; or

(b) by a resolution passed by at least 75% of those voting at a meeting of the members of the Charity called in accordance with clause 16 (Decisions which must be made by members of the Charity).

2. Name

The Charity’s name is “Friends of St Mary’s Hospital”.

3. Objects

The Charity’s objects (‘the Objects’) are to support and supplement the services offered by the Isle of Wight NHS Trust through St Mary’s Hospital, Isle of Wight and/or by NHS Community Services on the Isle of Wight. The Objects shall be achieved for the benefit of patients and staff through the funding of new equipment and facilities above the standard/level required to be provided by the NHS.

4. Power

The Charity acting through its Trustees has power to do anything which is calculated to further its Objects or is conducive or incidental to doing so. In particular, the Charity acting through its Trustees has power:

(1) To communicate to the public the aims of the Charity through newsletters to supporters, social media platforms, the press, the Charity’s website and any other form of communication it wishes to use;

(2) To provide, or assist in the provision of, amenities for patients and staff of the Isle of Wight NHS Trust. The provision and running of shops, cafés and trolley services within the establishments used by the Isle of Wight NHS Trust is provided by the Friends of St Mary’s Shop/Café Ltd. of which the Charity is the only shareholder;

(3) To raise funds, invite and receive contributions from any person(s) or organisations whatsoever by way of donation or otherwise, including property.

(4) To apply funds to carry out the work of the Charity;

(5) To publish or contribute to the publication of literature, reports or other documentation relevant to its activities;

(6) To recruit, and assist in the recruitment of, voluntary workers to achieve the Charity’s objectives;

(7) To undertake and execute any charitable trust;

(8) To borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The Charity must comply as appropriate with sections 124 and 125 of the Charities Act 2011, if it wishes to mortgage land;

(9) To buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(10)To sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Charity must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;

(11)To employ and remunerate such staff as are necessary for carrying out the work of the Charity. The Charity may employ or remunerate a Trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to Trustees and connected persons) and provided it complies with the conditions of that clause;

(12)To deposit or invest funds, engage a professional fund-manager, and arrange for the investments or other property of the Charity to be held in the name of a nominee, 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;

(13)To co-operate with and support the Board of the charity called Isle of Wight NHS Trust Charitable Funds (charity number 1049606) in order to further the Charity’s Objects; and

(14)To do all such lawful things as are necessary for the achievement of the Objects.

5. Application of income and property

(1) The income and property of the Charity must be applied solely towards the promotion of its

Objects.

(2) a Trustee is entitled to be reimbursed from the property of the Charity or may receive a pay out from such property of reasonable expenses properly incurred by him or her when acting on behalf of the Charity.

(3) a 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.

(4) None of the income or property of the Charity may be paid or transferred directly or indirectly by way of bonus or otherwise by way of profit to any member of the Charity.

(5) Nothing in this clause shall prevent a Trustee or connected person receiving any benefit or payment which is authorised by Clause 6.

6. Benefits and payments to Trustees and connected persons

(1) General provisions

No Trustee or connected person may:

(a) buy or receive any goods or services from the Charity on terms preferential to those applicable to members of the public; or

(b) sell goods, services, or any interest in land to the Charity; or

(d) receive any other financial benefit from the Charity;

unless the payment or benefit is permitted by clause 6(2) or authorised by the court or the prior written consent of the Commission has been obtained.

In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

(2) Scope and powers permitting Trustees’ or connected persons’ benefits

(a) A Trustee or connected person may receive a benefit from the Charity as a beneficiary of the Charity provided that a majority of the Trustees do not benefit in this way.

(b) A Trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Charity where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.

(c) Subject to clause 6(3) a Trustee or connected person may provide the Charity with goods that are not supplied in connection with services provided to the Charity by the Trustee or connected person.

(d) A Trustee or connected person may receive interest on money lent to the Charity at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).

(e) A Trustee or connected person may receive rent for premises let by the Trustee or connected person to the Charity. The amount of the rent and the other terms of the letting must be reasonable and proper. The Trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the letting are under discussion.

(f) A Trustee or connected person may take part in the normal trading and fundraising activities of the Charity on the same terms as members of the public.

(3) Payment for supply of goods only – controls

The Charity and its Trustees may only rely upon the authority provided by clause 6(2)(c) if each of the following conditions is satisfied:

(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the Charity and the Trustee or connected person supplying the goods (“the supplier”); and

(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question; and

(c) The other Trustees are satisfied that it is in the best interests of the Charity to contract with the supplier rather than with someone who is not a Trustee or connected person. In reaching that decision the Trustees must balance the advantage of contracting with a Trustee or connected person against the disadvantages of doing so; and

(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the Charity; and

(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of Trustees is present at the meeting; and

(f) The reason for their decision is recorded by the Trustees in the minute book; and

(g) A majority of the Trustees then in office are not in receipt of remuneration or payments authorised by clause 6.

(4) In clauses 6(2) and 6(3):

(a) “the Charity” includes any company in which the Charity:

(a) holds more than 50% of the shares; or

(b) controls more than 50% of the voting rights attached to the shares; or

(b) “connected person” includes any person within the definition set out in clause 26 (Interpretation).

7. Conflicts of interest and conflicts of loyalty

A Trustee must:

(1) 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 previously been declared; and

(2) absent himself or herself from any discussions of the Trustees in which it is possible that a conflict of interest 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 financial interest). Any 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 Trustees on the matter.

8. Trustees

(1) Functions and duties of Trustees

The Trustees shall manage the affairs of the Charity and may for that purpose exercise all the powers of the Charity. It is the duty of each Trustee:

(a) to exercise his or her powers and to perform his or her functions in his or her capacity as a Trustee of the Charity in the way he or she decides in good faith would be most likely to further the purposes of the Charity; and

(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

(i) any special knowledge or experience that he or she has or holds himself or herself out as having; and,

(ii) if he or she acts as a Trustee of the Charity in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

(2) Eligibility for Trusteeship

(a) Every Trustee must be a human being.

(b) No individual may be appointed as a Trustee of the Charity:

(i) if he or she is under the age of 18 years; or

(ii) if he or she would automatically cease to hold office under the provisions of clause 11(1)(e).

(c) No one is entitled to act as a Trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the Trustees decide, his or her acceptance of the office of Trustee.

(3) Number of Trustees

(a) There must be at least three Trustees. If the number falls below this minimum, the remaining Trustee or Trustees may act only to call a meeting of the Trustees or appoint a new Trustee.

(b) There is no maximum number of Trustees that may be appointed to the Charity.

9. Appointment of Trustees and Officers

(1) Appointed Trustees

(a) every appointed Trustee must be appointed by a resolution passed by the members of the Charity at a properly convened AGM of the members.

(b) In selecting individuals for appointment as appointed Trustees, the members must have regard to the skills, knowledge and experience needed for the effective administration of the Charity.

(2) Officers

(a) The Charity shall have the following officers:

(i) A President;

(ii) A Chairman;

(iii) A Vice-Chairman; and

(iv) A Treasurer

all of whom shall be appointed by a resolution passed at a properly convened meeting of the Trustees.

(b)The Trustees may not appoint a person to be an officer if another person has already been elected or appointed to that office and has not vacated the office.

10. Information for new Trustees

The Trustees will make available to each new Trustee, on or before his or her first appointment:

(a) a copy of the current version of this Constitution; and

(b) a copy of the Charity’s latest Trustees’ Annual Report and statement of accounts.

11. Retirement and removal of Trustees

(1) A Trustee ceases to hold office if he or she:

(a) retires by notifying the Charity in writing (but only if enough Trustees will remain in office to form a quorum for meetings when the notice of resignation takes effect);

(b) 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;

(d) in the written opinion of a registered medical practitioner treating that person, that he or she has become physically or mentally incapable of acting as a Trustee and may remain so for more than three months;

(e) is disqualified from acting as a Trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

(2) Any person retiring as a Trustee is eligible for reappointment.

12. Taking of decisions by Trustees

Any decision may be taken either:

(1) at a meeting of the Trustees; or

(2) by resolution in writing or electronic form agreed by a majority of all of the Trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the Trustees has signified their agreement.

Such a resolution shall be effective provided that:

(a) a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the Trustees; and

(b) the majority of all of the Trustees has signified agreement to the resolution:

(i) in a document or documents which has or have been authenticated by their signature; or

(ii) by a statement of their identity accompanying the document or documents;

(iii) or in such other manner as the Trustees have previously resolved

and have delivered their agreement to the Charity at its principal office or such other place as the Trustees may resolve within 28 days of the circulation date.

13. Delegation by Trustees

(1) The Trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The Trustees may at any time alter those terms and conditions or revoke the delegation.

(2) This power is in addition to any other power of delegation available to the Trustees, but is subject to the following requirements:

(a) a committee may consist of two or more persons, but at least one member of each committee must be a Trustee;

(b) the acts and proceedings of any committee must be brought to the attention of the Trustees as a whole as soon as is reasonably practicable;

(c) the Trustees shall from time to time review the arrangements which they have made for the delegation of their powers; and

(d) no expenditure may be incurred on behalf of the Charity except in accordance with a budget previously agreed with the Trustees.

14. Meetings of Trustees

(1) Minimum number of meetings

There shall be at least four meetings of the Trustees in each calendar year. Where possible meetings shall be held in person. Where this is not possible then meetings shall be held by using a means (e.g., video or telephone conferencing) where those attending can see or hear one another.

(2) Calling meetings

(a) Any Trustee may call a meeting of the Trustees.

(b) Subject to that, the Trustees shall decide how their meetings are to be called, and what notice is required.

(3) Chairing of meetings

The Trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the Trustees present may appoint one of their number to chair that meeting.

(4) Procedure at meetings

(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken.

The quorum is either:

(i) two Trustees, or the number nearest to one third of the total number of Trustees, whichever is greater; or

(ii) such larger number as the Trustees may decide from time to time.

A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.

(b) Decisions at a meeting shall be taken by a majority of those eligible to vote.

15. Membership of the Charity

(1) The members of the Charity shall be its Trustees for the time being. The only persons eligible to be members of the Charity are its Trustees. Membership of the Charity cannot be transferred to anyone else.

(2) Any Trustee who ceases to be a Trustee automatically ceases to be a member of the Charity.

16. Decisions which must be made by the members of the Charity

(1) Any decision to:

(a) amend the Constitution of the Charity; or

(b) amalgamate the Charity with, or transfer its undertaking to, one or more other charities, in accordance with the Charities Act 2011; or

must be made by a resolution of the members of the Charity (rather than a resolution of the

Trustees).

(2) Decisions of the members may be made either:

(a) by resolution at a meeting; or

(b) by resolution in writing, in accordance with clause 16(4).

(3) Any decision specified in clause 16(1) of this clause must be by a resolution to be agreed by a 75% majority of those members voting at the meeting or agreed by all members in writing or in electronic form.

(4) Any resolution in writing or electronic form agreed all of the members may comprise either a single document or several documents containing the text of the resolution in like form to which all of the members have signified their agreement.

Such a resolution shall be effective provided that:

(a) a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the members; and

(b) all of the members have signified agreement to the resolution:

(i) in a document or documents which has or have been authenticated by their signature; or

(ii) in such other manner as the members have previously resolved

and have delivered their agreement to the Charity at its principal office or such other place as the members may resolve within 28 days of the circulation date.

(5) Amendment of the Constitution

(a) Any alteration of clause 3 (Objects), this clause 16, or of any provision where the alteration would provide authorisation for any benefit to be obtained by Trustees or members of the Charity or persons connected with them, requires the prior written consent of the Commission.

(b) No amendment that is inconsistent with the provisions of the Charities Act 2011 shall be valid.

(c) A copy of every resolution amending the Constitution, together with a copy of the Charity’s Constitution as amended must be sent to the Commission by the end of the period of 21 days beginning with the date of passing of the resolution.

(6) Voluntary winding up or dissolution

(a) 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.

(b) Subject to the payment of all the Charity’s debts:

(i) Any resolution for the winding up of the Charity, or for the dissolution of the Charity without winding up, may contain a provision directing how any remaining assets of the Charity shall be applied.

(ii) If the resolution does not contain such a provision, the Trustees must decide how any remaining assets of the Charity shall be applied.

(iii) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the Charity.

(c) In applying to the Commission for the Charity to be removed from the Register of Charities, the Trustees must send with their application to the Commission:

(i) a copy of the resolution passed by the members of the Charity; and

(ii) a declaration by the Trustees that any debts and other liabilities of the Charity have been settled or otherwise provided for in full; and

(iii) a statement by the Trustees setting out the way in which any property of the Charity has been or is to be applied prior to its dissolution in accordance with this Constitution;

17. Meetings of members

(1) Annual General Meeting

(a) The AGM must be held every year, with 14 days’ notice given to all members telling

them what is on the agenda. Minutes must be kept of the AGM.

(b) Every member has one vote.

(c)The trustees shall present the annual report and accounts.

(d) Members shall elect trustees to serve for the next year. Each Trustee will retire at the next AGM but may stand for election.

(2) Calling of meetings of members

The Trustees may designate any of their meetings as an Extraordinary General Meeting of the members of the Charity. The purpose of such a meeting is to discharge any business which must by law be discharged by a resolution of the members of the Charity as specified in clause 16 (Decisions which must be made by the members of the Charity).

(3) Notice of meetings of members

(a) The minimum period of notice required to hold a general meeting of the members of the Charity is 14 days.

(b) Except where a specified period of notice is strictly required by another clause in this Constitution, by the Charities Act 2011, a general meeting may be called by shorter notice if it is so agreed by a majority of the members of the Charity.

(c) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

(34 Procedure at general meetings of members

The provisions in clause 14 (2)-14(4) governing the calling of meetings, chairing of meetings, procedure at meetings apply to any general meeting of the members, with all references to Trustees to be taken as references to members.

(5) Postal and/or Email Voting

The Charity may, if the members so decide, allow the members to vote by post or electronic mail (“email”) to make a decision on any matter that is being decided at a meeting of the members.

18. Saving provisions

(1) Subject to clause 18 (2), all decisions of the Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a Trustee:

(a) who was disqualified from holding office;

(b) who had previously retired or who had been obliged by the Constitution to vacate office;

if, without the vote of that Trustee and that Trustee being counted in the quorum, the decision would have been made by a majority of the Trustees at a quorate meeting.

(2) Clause 18(1) does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if, but for clause 18(1), the resolution would have been void, or if the Trustee has not complied with clause 7 (Conflicts of interest).

19. Execution of documents

The Charity shall execute documents by signature. A document is validly executed by signature if it is signed by at least two of the Trustees.

20. Use of electronic communications

(1) General

The Charity will:

(a) provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;

(b) comply with any requirements to provide information to the Commission in a particular form or manner.

(2) To and by the Charity

The Charity shall put in place appropriate procedures to enable:

(a) Any member or Trustee of the Charity to communicate electronically with the Charity;

and

(b)The Charity to communicate electronically with any member or Trustee of the Charity

in a manner which is satisfactory to the Charity.

21. Keeping of Registers

The Charity must keep and provide access to a (combined) register of its members and Trustees.

22. Minutes

The Trustees must keep minutes of all:

(1) appointments of officers made by the Trustees;

(2) proceedings at general meetings of the Charity;

(3) meetings of the Trustees and committees of Trustees including:

(a) the names of the Trustees present at the meeting;

(b) the decisions made at the meetings; and

(4) decisions made by the Trustees otherwise than in meetings.

23. Accounting records, accounts, annual reports and returns, register maintenance

(1) The Trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account, and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Commission, regardless of the income of the Charity, within 10 months of the financial year end.

(2) The Trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the Charity entered on the Central Register of Charities.

24. Rules bylaws and procedures

The Trustees may from time to time make such reasonable and proper rules, byelaws or procedures as they may deem necessary or expedient for the proper conduct and management of the Charity, but such rules or bye laws must not be inconsistent with any provision of this Constitution. Copies of any such rules or bye laws or procedures currently in force must be made available to any member of the Charity on request.

25. Disputes

If a dispute arises between members of the Charity about the validity or propriety of anything done by the members under this Constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

26. Interpretation

In this Constitution:

“the Commission” means the Charity Commission for England and Wales.

“connected person” means:

(a) a child, parent, grandchild, grandparent, brother or sister of the Trustee;

(b) the spouse or civil partner of the Trustee or of any person falling within sub-clause (a) above;

(d) a person carrying on business in partnership with the Trustee or with any person falling within subclause (a) or (b) above;

(e) an institution which is controlled:

(i) by the Trustee or any connected person falling within sub-clause (a), (b), or (c) above; or

(ii) by two or more persons falling within sub-clause (d)(i), when taken together

(f) a body corporate in which:

(i) the Trustee or any connected person falling within sub-clauses (a) to (d) has a substantial interest; or

(ii) two or more persons falling within sub-clause (f)(i) who, when taken together, have a substantial interest. Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this Constitution.

“Trustee” means a Trustee of the Charity.

NOTICE OF 2022 AGM

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