Essex Area Ramblers

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The Ramblers Association (Essex Area) Constitution

 
1. NAME: The organisation is part of the Ramblers’Association (a registered charity number 1093577 and a company limited by guarantee registered in England & Wales number 4458492), being an Area as defined in Clause 5.1 of the Association’s Articles of Association. The name of the organisation shall be "The Ramblers' Association, Essex Area". The above bodies are hereafter referred to as “the Association” and “the Area.
2. OBJECTS: The objects of the Area are to carry out within the territory specified in the succeeding clause the objects of the Association except insofar matters from time to time decided by the General Council or the Board of Trustees.
3.TERRITORY: The territory in which the Area shall function is the County of Essex, the Unitary Authorities of Thurrock and Southend and the London Boroughs of Barking and Dagenham, Havering, Newham, Redbridge and Waltham Forest, or such other territory as may from time to time be determined by the Board of Trustees in consultation with the Area and its neighbouring Areas.
4.MEMBERSHIP:
a. Membership of the Area shall consist of:
  1. All individual members of the Association as are allocated to the Area by the Board of Trustees n accordance with the Association's Memorandum and Articles of Association and standing orders.
  2. Local organisations being Affiliated Clubs and kindred Societies carrying out their activities partly or wholly within the territory specified in clause 3, such organisations to be allocated to the Area by the Board of Trustees in accordance with the Association's Memorandum and Articles of Association and standing orders.
b. If the Area Council consider any membership should be terminated it shall so recommend to the Board of Trustees who shall give a ruling in accordance with their powers.
5.LOCAL GROUPS: The Area may establish a local Group in its territory for the purpose of furthering the objects of the Association in such ways as the Area may from time to time decide. A local Group shall adopt a constitution which is in accord with the model constitution for Local Groups prepared by the Association and for this purpose shall submit a copy of its proposed Constitution for the prior approval of the Area Council.
6.MANAGEMENT: Subject to the directions of any Annual or Special General Meeting as to the exercise of its powers, the management and­ control of the Area shall be vested in an Area Council,comprising:
a. Not more than five representatives of individual members elected annually
  1. Not more than five representatives of local affiliated organisations, elected annually from nominations made by these organisations.
  2. The Area Honorary Officer.s
  3. Two representatives of each local group, appointed by the Group.

b. AREA COUNCIL

  1. The Area Council shall decide when and where it shall meet. A quorum shall consist of 8 members..
  2. It shall have powers to co­opt additional members.
  3. It shall have powers to fill any vacancies which may arise among the representatives of individual members or local affiliated organisations.
  4. The total number of representatives of local groups shall be greater than the total number of representatives of individual members and local affiliated organisations combined.
  5. It shall receive minutes and regular reports from any Sub­committee established under clause 8
  6. It shall receive regular reports of the activities of any local Group established under clause 5..
  7. It may delegate to the Area Executive Committee (which is a subcommittee) any of its powers and duties as laid down in this Constitution.
  8. A special meeting of the Area Council shall be called by the Secretary as soon as may be on the request of the chair or of not less than five members of the Area Council..
  9. It shall appoint such Assistant Secretaries and working parties as it shall deem necessary and determinetheir terms of reference.
7.OFFICERS:
a. The Honorary Officers of the Area shall be as follows: President and Vice­ Presidents, Chair, Vice­Chair, Treasurer, Secretary, Footpath Secretary, Countryside Secretary and such other officers as may from time to time be decided ­ to be elected at the Annual General Meeting.
b. All the above officers shall retire at the Annual General Meeting following their election but shall be eligible for re­election. The Chair shall be eligible for election for not more than three consecutive years.
c. The Area Council shall have power to fill vacancies.
8.THE EXECUTIVE COMMITTEE: (a sub committee of the Area Council)
a.The Area Council shall, at its first meeting following the Annual General Meeting in each year, appoint an Executive Committee.
b.Unless otherwise agreed to by the Council, the Executive Committee shall consist of not more than 6 members of the Council in addition to the Chair, Secretary and Treasurer and such other honorary officers as may be decided on by the Council.
c. The Executive, Committee shall have power to co­opt 4 additional members who may or may not be members of the Council.
d. The Executive Committee shall meet at least every three months, 5 members forming a quorum
e. A Special meeting of the Executive Committee shall be called by the appropriate Secretary as soon as may be at the request of the Chair or of not less than 4 members of the Committee.
f. All members of the Executive Committee shall retire at the Annual General Meeting but shall be eligible for re­election provided they are members of the Council.
g. In any such periods as may elapse between the Annual General Meeting and the appointment of an Executive Committee, those Honorary Officers of the Area who are ex­officio members shall have power to act.
h. The Area Chair shall be chairman of the Executive Committee.
9.OTHER COMMITTEES AND WORKING PARTIES: The Area Council shall have power to appoint such committees and working parties as may from time to time be decided and may determine their powers and terms of reference. The Area Council shall have the power to co-opt additional members to a Sub­committee who may or may not be members of the Area Council. All Area officers shall be entitled to attend the meetings of any Sub­committee.
10.PROCEDURE AT ALL MEETINGS:
a.Voting: ­ all questions arising at any meeting, excepting those affecting alterations to the Constitution, shall be decided by a majority of members present and voting at such meetings. No member shall exercise more than one vote, except that in the case of an equality of votes, the Chair shall have a second or casting vote.
b.Minutes ­ the appropriate Secretary shall keep a Minutes book and enter therein proceedings of all General meetings, Area Council, Executive Committee and other Sub­-committee meetings.
11.RESIGNATION OR RETIREMENT FROM AREA COUNCIL, OR SUB­-COMMITTEES: Any member of the Area Council or any member of a Sub­-committee shall vacate office if:
a. He or she gives notice of their resignation ;
b. He or she fails to attend three consecutive meetings of the Area Council or Sub­committee unless the failure to attend was due to some reason approved by the Area Council or Sub­committee of which he or she is a member.
c. He or she being a member of a Sub­-committee , other than a co-o­pted member, he or she ceases to be a member of the Area Council.
12.ANNUAL GENERAL MEETING: The Area Council having given not less than 56 days notice in writing to all members of the Area shall convene an Annual General Meeting not later than 5 months after the end of the financial year, and in any event not later than the last date for submission of ordinary motions to the General Council as may be advised from time to time. Each individual member and representatives of local affiliated organisations, determined in accordance with clause 4, shall be entitled to attend and vote. The meeting shall:
a. Consider the Annual Report of the Area Council;
b. Consider the Area income and expenditure accounts for the preceding Association financial year, a balance sheet showing the assets and liabilities at the end of that year, and the independent examiner’s report;
c. Elect Honorary Area Officers;
d. Elect delegates to the General Council;
e. Elect representatives of individual Members to serve on the Area Council;
f.  Elect representatives of affiliated local organisations to serve on the Area Council;
g. Appoint a qualified auditor or auditors or some other independent examiner;
h. Discuss and consider any motions notice of which shall have been given in writing to the secretary not less than 28 days before the meeting;
i. Make recommendations to, the Area Council, or any Local Group of the Area or consider motions for submission to the next Annual General Meeting of the General Council of the Association (if so desired);
j. Vote on any proposal to amend this constitution in accordance with clause 16 thereof;
13.SPECIAL GENERAL MEETING: The Chair of the Area Council or the Secretary may at any time and at his or her discretion call a Special General Meeting. A Special General Meeting shall also be held within 28 days of the Secretary receiving a request to call such a meeting, signed by not less than 30 members and giving reasons for the request. The notice of the meeting which shall contain notice of the matters to be discussed and the terms of any motion which it is intended to move, shall be sent to all members at least 14 days before the meeting. Each individual member of the Area and one representative of each affiliated local organisation inthe Area (clause 4) shall be entitled to attend and vote.
14.FINANCE:
a. All monies held by and on behalf of the Area including funding received from the Association under the provision of the Association’s standing orders shall be applied for the furtherance of the objects of the Association.
b. The Honorary Treasurer shall keep proper financial records and shall report regularly to the Area Council. He or she shall be responsible for the preparation of the annual budget for the Area and its submis sion to the Board of Trustees for approval. He or she shall also be responsible for the preparation annually of Area income and expenditure accounts for the preceding Association financial year and a balance sheet showing the assets and liabilities at the end of that year, and for their submission to the Area’s independent auditor.
c. All accounts in the name of the Area shall be opened at such a Bank as the Board of Trustees shall approve. All monies received shall be paid into the Bank and all payments, other than petty cash payments, shall be made by cheque. Cheques shall be signed by any two of the following: ­ Chair, Vice­-Chair, Secretary, Treasurer or a specified, named, Executive Committee member. To enable petty expenses to be made, an advance shall be made to the Treasurer and Secretary when necessary.
d. The independent examiner’s report shall be addressed to the members of the Area Council and to the Board of Trustees.
15. DISSOLUTION: If the Area Council by a simple majority at any time decides that it is impossible or undesirable to continue as an Area, it shall notify the Board of Trustees and convene a Special General Meeting of the Area. If this decision is confirmed by a majority of those members present and voting at such a meeting, the Board of Trustees shall be informed forthwith and be asked to take such steps as may be necessary to continue the activities of the Association in the territory previously covered by the Area. If, in the event of the dissolution of the Area, there remains after the satisfaction of its debts and liabilities any property whatsoever, the same shall be transferred to the General Council of the Association.
16. ALTERATIONS TO THE CONSTITUTION:
a. Insofar as any alteration or amendment is not inconsistent with the Memorandum and Articles of Association, this constitution may be amended subject to prior approval by the Board of Trustees, at any General Meeting, in accordance with the approval of two­ thirds of the members present and voting.
b. Any proposal for such alteration must be delivered in writing to the Secretary of the Area not less than 28 days before the meeting of the Area at which it is to be discussed. Not less than 14 days notice of this meeting, giving the terms of the proposed alterations shall be given to the members of the Area.
17.NOTICE: The non­receipt of a notice of meeting by any member shall not invalidate any proceedings or resolutions at any General Meeting of the Area, at the Area Council or at any Sub­-committee.
 
Annex – The Objects of the Ramblers’ Association
  • Promoting walking for everyone as a healthy, fun, inexpensive activity
  • Safeguarding Britains unique network of public paths
  • Increasing opportunities for responsible access for eveyone to our beautiful open countryside.
  • Protecting the countryside and green spaces from unsightly and polluting developments so that walkers can enjoy their tranquility and beauty.
  • Educating the public about their rights and responsibilities and the health and environmental benefits of walking so that everyone can enjoy our wonderful heritage.
(2007)