MODBURY AND DISTRICT (TOURIST) INFORMATION CENTRE CONSTITUTION
First adopted 5 January 2012 and as amended at the AGM 27 March 2012
Objectives:
To promote tourism within the Parish of Modbury and the South Hams Area of Devon
To provide information to visitors and local residents detailing public and commercial services including local attractions, recreational facilities and venues, accommodation providers, hospitality facilities and local retailers, facilities for those with special needs and general information about local events.
To work in partnership with the Association of South Hams (Tourist) Information Centres otherwise known as ASH(T)IC and any other body deemed appropriate by the committee including any relevant Modbury Chamber of Commerce or Trade developing and implementing tourism and associated projects which add value to the local economy.
Membership:
Membership of the Centre will comprise:
Advertisers within the Modbury Area Guide who have paid in full a membership subscription and advertising account. Membership will relate to the Guide year in question. Membership will cease at the end of the relevant Guide year unless the advertising and subscription account is renewed for the following year. Advertisers may nominate one member of their business to be a member of the Centre.
The Manager and volunteer helpers who are actively involved in manning the Centre.
Such others as may be co-opted by the Committee including members of the Committee representing the Parish Council and any relevant Modbury Chamber of Commerce or Trade.
The Committee may not unreasonably refuse membership to any person or representative of a body who fulfils the above criteria. The Committee may only refuse membership if, acting reasonably and properly, they consider it to be in the best interests of the Centre. In doing so they must inform the applicant in writing within 21 days of the decision. The Committee must consider any written representation the applicant may make about the decision. The Committee’s decision following any writing representation must be notified in writing to the applicant but will be final.
Membership may not be transferred to anyone else.
The Committee through the Manager will keep a written list of members which shall be available to any member on request.
Termination of Membership:
Membership is terminated in the following circumstances:
The member dies or the organisation he or she represents cease to exist
The member resigns by written notice to the Committee.
Any sum due to the Centre from the member or the organisation they
represent is not paid in full within 21 days of it falling due.
If the member ceases to advertise in the Modbury Area Guide.
By resolution of the Committee that it is in the best interest of the Centre
that his or her membership be ceased. In so doing the Committee must give 21 days notice in writing to the individual of their intention to hold such a meeting and the reasons why it is to be proposed. The member or their representative will be allowed to make representations at the meeting.
Volunteer helpers who cease to be actively involved in providing a service to the Centre.
The manager should he or she cease to hold office or continue work as a volunteer helper.
Any representative on the Committee who represents the Parish Council or Chamber of Commerce but no longer is a member of that body or is that body’s delegated representative.
The Committee:
The Centre shall have a Committee of between 5 and a maximum of 12 members from whom the following Officers will be elected:
A Chair person
A Vice Chair person
A Secretary
A Treasurer
The Manager together with a maximum of 2 representatives of the Parish Council and a maximum of 2 members of any relevant Modbury Chamber of Commerce or Trade (in the event of there existing more than one such body no more than 2 representatives in total from all such bodies) may be members of the Committee. A Committee member may not represent more than one of these two bodies at anyone time. In the event that there exists a guarantor of the lease he or she or in the case of joint guarantors both parties will have full membership of the Committee however their membership of the Committee will not count towards the cap of 12 members.
At least 2 members of the Committee must be elected by the membership at a General Meeting.
The Committee with the exception of the representatives of the Parish Council, the Chamber of Commerce and the guarantors will be drawn from the membership.
The first Committee will be those persons elected at the meeting at which this constitution is adopted.
The members of the Committee will elect from within themselves the Officers of the Committee.
The Committee may co-opt members to the Committee within the stipulated maximum membership of the Committee.
No Officer shall serve a period of longer than 3 years without re-election. At the end of this period the Officer may stand to be re-elected to serve a further period.
To ensure continuity the first Committee’s elected Vice Chair and the Secretary willserve an initial maximum period of office of 2 years. Thereafter they may stand for election for 3 year periods.
Powers of the Committee:
The Committee has overall responsibility for the management of the Centre and has the following powers in order to further the objectives of the Centre:
To raise funds. In doing so the Committee must not undertake any taxable permanent trading activity and must comply with all relevant statutory regulations.
To buy, take on lease or in exchange, hire or otherwise acquire property and to maintain and equip it for use.
To sell, lease or otherwise dispose of all or any part of the property belonging to the Centre. In exercising this power the Committee must comply with all relevant legislation.
To co-operate with other Information Centres, voluntary bodies and statutory authorities and to exchange information and advice with them.
To acquire, merge with or enter into any partnership with any other organisation formed to promote tourism or add value to the local economy of the Modbury area.
To set aside income as a reserve against future expenditure in accordance with any written policy about reserves.
To obtain and pay for such goods and services as are necessary for the carrying out the work of the Centre.
To open and operate such bank and other investment accounts as the Committee consider necessary.
To do all such other lawful things as are necessary for the achievement of the Centre’s objectives
No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Committee.
Any meeting of the Committee at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Committee.
Disqualification/Removal from the Committee:
Members of the Committee will cease to hold office or membership of the Committee in the following circumstances:
Proceedings of General meetings and Committee meetings:
The Committee may regulate their proceedings as they think fit subject to the provisions of this constitution.
Any Committee member may call a meeting of the Committee.
The secretary must call a meeting of the Committee if requested to do so by a member of the Committee.
Questions arising at a meeting must be decided by a majority of votes.
In the case of an equality of votes the person who chairs the meeting shall have a second or casting vote.
No decision shall be made at a Committee meeting unless a quorum is present at the time the decision is purported to be made.
The quorum shall be two members or the number nearest to one-third of the total number of Committee members, whichever is the greater.
A Committee member shall not count as part of the quorum when any decision is made about a matter upon which that Committee member is not entitled to vote
If the number of Committee members is less than the number fixed as a quorum then the present members may only act to call a further meeting.
The person elected as Chair person shall chair the meetings or in their absence the Vice Chair person.
If the Chair person or the Vice Chairperson is unwilling to preside over the meeting or is not present 10 minutes after the scheduled start of the meeting then the Committee members may appoint one of the members to chair the meeting.
The person appointed to chair meetings shall have no functions or powers other than those conferred by this constitution.
The constitution may be amended by resolution at a General Meeting of the membership subject to the resolution being passed by a 2/3rds majority of those present at the meeting
Conflicts of Interest or Loyalty:
Committee members must declare the nature and extent of any interest, direct or indirect, which he or she has in any proposed transaction or arrangement with the Centre or in any transaction or arrangement entered into by the Centre which has not been previously declared and absent themselves from any discussions of the Committee in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Centre and any personal interest financial or otherwise.
Any Committee member declaring such interest must not vote or be counted as part of a quorum in any decision on the matter.
Delegation:
The Committee may delegate any of their powers to a sub committee of two or more members of the Committee subject to such delegation being recorded as a written minute.
The Committee may sanction the appointment of other persons to any sub committee subject to their having the relevant skills, knowledge and competencies to support the work of the sub committee.
No expenditure may be incurred on behalf of the Centre by a sub committee without the express written consent of the full Committee.
General Meetings:
The Committee must call a general meeting within 12 months of the date of adoption of this constitution.
An annual general meeting must be held in each subsequent 12 month period and not more than 15 months may elapse between successive annual general meetings.
All general meetings other than annual general meetings shall be called special general meetings. Such meetings may be called by the Committee at any time.
The Committee must call a special general meeting if requested to do so in writing by ten or more members or one tenth of the membership which ever is the greater. The request must state the nature of the business that is to be discussed. Such meeting must be called within 28 days of receiving the written request.
Nominations to the Committee must include a proposer and seconder and be received in writing by the Secretary to the Committee no later than 7 days before a General Meeting.
Minutes:
The Committee must keep minutes of:
Appointments of Officers and Committee Members
Proceedings at General meetings and meetings of the Committee and any Sub Committees.
Minutes are to include the names of Committee Members attending meetings, the decisions made at the meetings and where appropriate the reasons for the decisions made.
Minutes should be circulated to all attendees for confirmation that they represent a true and accurate record of proceedings no later thn 14 days after the meeting has taken place.
Once agreed as accurate the Secretary shall circulate a copy of the minutes to the Parish Council Clerk. Minutes of the Annual General Meeting will be published on the Information Centre Website
Accounts and financial records:
The Committee must:
Keep accurate accounting records for the Centre.
Prepare annual statements of account for the Centre
Make available to any Centre member on request copies of the statements of account.
The Committee must arrange for an independent audit or certification that the annual statement of accounts represents a fair and true record of income expenditure and balances. Such audit or certification to be carried out within 6 months of the end of the financial year to which the statements refer.
Set out clear levels of expenditure authority and the necessary authorisation process for capital and revenue expenditure.
Insurance:
The Committee must take steps to insure suitably in respect of public liability and employers liability if appropriate together with any other insurance deemed necessary to protect the interests and assets of the Centre.
Notice to Members:
Any notice required by this constitution to be given to any person or body may be communicated in the following way - In writing or by electronic communication
Rules:
The Committee may from time to time make or amend rules for the conduct of their business on the following but not exclusive matters:
The admission, rights and privileges of Members and the entrance fees, subscriptions, other such fees and payments to be made by members.
The conduct of members of the Committee in relation to one another.
The procedure at general meetings and meetings of the Committee.
Generally all such matters as are commonly the subject of this constitution
Dissolution:
If the members at a Special General Meeting resolve to dissolve the Centre the Committee will remain in office and be responsible for winding up the affairs of the Centre in accordance with this clause.
The Committee must collect all assets of the Centre and must pay or make provision for all liabilities of the Centre.
The Committee must apply any remaining property or money to Modbury Parish Council. In the event that the guarantors have been required to fulfil their financial obligations in full or part then they shall be treated as having prior claim on any remaining monies ahead of the Parish Council.