CONSTITUTION
adoptedon 24thMarch 2001
A.Name of Association NUCLEAR INFORMATION SERVICE
B.Administration
TheCompany and its property shall be administered and managed by the members of the Executive Committee constituted by Clause Gof this constitution.
C.Objects
TheCompany 's objects are to advance education, to promote publicawareness and foster informed debate on defence and disarmamentissues for the public benefit, in particular knowledge of the safetyof nuclear transport, the environmental impact of nuclear emissionsand the verification of disarmament measures.
D.Powers
Infurtherance of the objects but not otherwise the Executive Committee
mayexercise the following powers:
(i) power to raise funds and toinvite and receive contributions provided that in raising the fundsthe Executive Committee shall not undertake any substantial permanenttrading activities and shall conform to any relevant requirements ofthe law;
(ii) power to buy, take on leaseor in exchange any property necessary for the achievement of objectsand to maintain and equip it for use;
(iii) power subject to anyconsents required by law to sell, lease or dispose of all or anypart of the property of the Company;
(iv) power to employ such staff(who may be a member of the Executive Committee) as necessary for theproper pursuit of the objects;
(v) power to co-operate withcharities, voluntary bodies and statutory authorities operating infurtherance of the objects or of similar charitable purposes andto exchange information and advice with them;
(vi)power to establish or support any charitable trusts, associations orinstitutions formed for all or any of the objects;
(vii)power to appoint and constitute such advisory committees as theExecutive Committee may think fit;
(viii) power to do all such otherlawful things as are necessary for the achievement of the objects.
E.Membership
(1) Membership of the Companyshall be open to:
(i) individuals (over the age of 18years) who are interested in furthering the work of the Company andwho have paid any annual subscription laid down from time to time bythe Executive Committee, and
(ii)any body corporate or unincorporated association which is interestedin furthering the Company 's work and has paid any annualsubscription (any such body being called in this constitution a"member organisation").
(2) Every member shall haveone vote.
(3) Each member organisation shallappoint an individual to represent it and to vote on its behalf atmeetings of the Company; and may appoint an alternative to replaceits appointed representative at any meeting of the Company if theappointed representative is unable attend.
(4) Each member organisation shallnotify the name of the representative appointed by it and of anyalternative to the secretary. If the representative or alternativeresigns from or otherwise leaves the member organisation, she or heshall forthwith cease to be the representative of the memberorganisation.
(5) The Executive Committee mayunanimously and for good reason terminate the membership of anyindividual or member organisation: Provided that the individualconcerned or the appointed representative of the member organisationconcerned (as the case may be) shall have the right to be heard bythe Executive Committee, accompanied by a friend, before a finaldecision is made.
F.Honorary Officers
Atthe annual general meeting of the Company the members shall electfrom amongst themselves a chairperson, a secretary and a treasurer,who shall hold office from the conclusion of that meeting.
G.Executive Committee
(1) The Executive Committee shallconsist of not less than three members nor more than 10 membersbeing:
(a)the honorary officers specified in the preceding clause;
(b) not less than one and notmore than seven members elected at the annual general meeting whoshall hold office from the conclusion of that meeting;
(2) The Executive Committeemay in addition appoint not more than two co-opted members but so that no-one may be appointed as a co-opted member if, asa result, more than one third of the members ofthe Executive Committee would be co-opted members. Each appointmentof a co-opted member shall be made at a special meeting of theExecutive Committee called under clause J(1) and shall take effectfrom the end of that meeting unless the appointment is to fill aplace which has not then been vacated in which case the appointmentshall run from the date when the post becomes vacant.
(3) All the members of theExecutive Committee shall retire from office together at the end ofthe annual general meeting next after the date on which they cameinto office but they may be re-elected or re-appointed.
(4) The proceedings of theExecutive Committee shall not be invalidated by any vacancy amongtheir number or by any failure to appoint or any defect in theappointment or qualification of a member.
(5) Nobody shall beappointed as a member of the Executive Committee who is aged under 18or who would if appointed be disqualified under the provisions of thefollowing clause.
(6) No person shall beentitled to act as a member of the Executive Committee whether on afirst or on any subsequent entry into office until after signing inthe minute book of the Executive Committee a declaration ofacceptance and of willingness to act in the trusts of the Company.
H.Determination of Members of the Executive Committee
Amember of the Executive Committee shall cease to hold office if sheor he:
(1) becomes incapable byreason of mental disorder, illness or injury of managing andadministering her or his own affairs;
(2) is absent withoutpermission of the Executive Committee from all their meetings heldwithin a period of six months and the Executive Committee resolvethat her or his office be vacated; or
(3) notifies to theExecutive Committee a wish to resign (but only if at least threemembers of the Executive Committee will remain in office when thenotice of resignation is to take effect).
I.Executive Committee Members not to be personally interested
(1) No member of theExecutive Committee shall acquire any interest in property belongingto the Company (otherwise than as a trustee for the Company) orreceive remuneration or be interested (otherwise than as a member ofthe Executive Committee) in any contract entered into by theExecutive Committee
J.Meetings and proceedings of the Executive Committee
(1) The Executive Committeeshall hold at least two ordinary meetings each year. A specialmeeting may be called at any time by the Chairperson or by any twomembers of the Executive Committee upon not less than 4 days noticebeing given to the other members of the Executive Committee of thematters to be discussed but if the matters include an appointment ofa co-opted member then not less than 10 days' notice must be given.
(2) The chairperson shallact as chair at meetings of the Executive Committee. If thechairperson is absent at any meeting, the members of the ExecutiveCommittee present shall choose one of their number to be chair of themeeting before any other business is transacted.
(3) There shall be a quorumwhen at least one third of the number of members of the ExecutiveCommittee for the time being or three members of the ExecutiveCommittee, whichever is the greater, are present at a meeting.
(4) Every matter shall bedetermined by a majority of votes of the members of the ExecutiveCommittee present and voting on the question but in the case ofequality of votes the chair of the meeting shall have a second orcasting vote.
(5) The Executive Committeeshall keep minutes of the proceedings at meetings of the ExecutiveCommittee and any sub-committee.
(6) The Executive Committeemay from time to time make and alter the rules for the conduct oftheir meetings and the custody of documents. No rule may be madewhich is inconsistent with this constitution.
(7) The Executive Committeemay appoint one or more sub-committees consisting of three or moremembers of the Executive Committee for the purpose of making anyinquiry or supervising or performing any function or duty which inthe opinion of the Executive Committee would be more convenientlyundertaken or carried out by a sub-committee ; provided that all actsand proceedings of any such sub-committee shall be fully and promptlyreported to the Executive Committee.
K.Receipts and expenditure
(1) The funds of theCompany, including all donations, contributions and bequests, shallbe paid into an account operated by the Executive Committee in thename of the Company at such bank as the Executive Committee shallfrom time to time decide, all cheques drawn on the account must besigned by the appointed member of the Executive Committee.
(2) The funds belonging tothe Company shall be applied only in furthering the objects
L.Property
(1) Subject to theprovisions of sub-clause (2) of this clause, the Executive Committeeshall cause title to:
(a) all land held by or intrust for the Company
(b) all investments held by or on behalf of thecharity;
tobe vested either in a corporation entitled to act as custodiantrustees or in not less than three individuals appointed by them asholding trustees. Holding trustees may be removed by the ExecutiveCommittee at their pleasure and shall act in accordance with thelawful directions of the Executive Committee. Provided they act onlyin accordance with the lawful directions of the Executive Committee,the holding trustees shall not be liable for the acts and defaults ofits members.
(2) If a corporation entitledto act as custodian trustee has not been appointed to hold theproperty of the Company, the Executive Committee may permit anyinvestments held by or in trust for the Company to be held in thename of a clearing bank or trust corporation as nominee for theExecutive Committee, and may pay such a nominee reasonable and properremuneration for acting as such.
M.Accounts
TheExecutive Committee shall comply with their obligations:
(1)the keeping of accounting records for the Company;
(2)the preparation of annual statements of accounts for the Company
(3)the auditing or independent examination of the statements of accountof the Company; and
(4)the transmission of the statements of account of the Company to theCommissioners.
N.Annual Report
TheExecutive Committee shall comply with their obligations with regardto the preparation of an annual report and its transmission to theCommissioners.
O.Annual Return
TheExecutive Committee shall comply with their obligations with regardto the preparation of an annual return and its transmission to theCommissioners.
P.Annual General Meeting
(1) There shall be an annualgeneral meeting of the Company, which shall be held in the month ofMarch in each year or as soon as practicable thereafter.
(2) Every annual meeting shall becalled by the Executive Committee. The secretary shall give a least 21 days' notice of the annual general meeting to all the membersof the Company. All the members of the Company shall be entitled toattend and vote at the meeting.
(3) Before any other business istransacted at the first annual general meeting the persons present shall appoint a chair of the meeting. The chair shall be the chair ofsubsequent annual general meetings, but if she or he is not present,before any other business is transacted, the persons present shallappoint a chair of the meeting.
(4) The Executive Committee shallpresent to each annual general meeting the report and accounts of theCompany for the proceeding year.
(5) Nominations for election to theExecutive Committee must be made by members of the Company in writingand must be in the hands of the secretary of the Executive Committeeat least 14 days before the annual general meeting. Shouldnominations exceed vacancies, election shall be ballot.
Q.Special General Meetings
TheExecutive Committee may call a special general meeting of the Companyat any time. If at least ten members request such a meeting inwriting stating the business to be considered, the secretary shallcall such a meeting. At least 21 days' notice must be given. Thenotice must state the business to be discussed.
R.Procedure at General Meetings
(1) The secretary or other personspecially appointed by the Executive Committee shall keep a fullrecord of proceedings at every general meeting of the Company.
(2) There shall be a quorum when atleast one tenth of the number of members of the Company for the timebeing or ten members of the Company, whichever is the greater, arepresent at any general meeting.
S.Notices
Anynotice required to be served on any member of the Company shall be inwriting and shall be served by the secretary or the ExecutiveCommittee on any member either personally or by sending it throughthe post in a prepaid letter addressed to such member at her or hislast known address in the United Kingdom, and any letter so sentshall be deemed to have been received within 10 days of posting.
T.Alterations to the Constitution
(1) Subject to the followingprovisions of this clause, the Constitution may be altered by aresolution passed by not less than two thirds of the members presentand voting at a general meeting. The notice of the general meetingmust include notice of the resolution, setting out the terms or thealteration proposed.
(2) No amendment may be made toclause A, clause B, clause C, clause I(1), clause U or this clause without the prior consent in writing of the Commissioners.
(3) The Executive Committee shouldpromptly send to the Commissioners a copy of any amendment made underthis clause.
U.Dissolution
Ifthe Executive Committee decides that it is necessary or advisable todissolve the Company it shall call a meeting of all members of theCompany, of which not less than 21 days' notice (stating the terms ofthe resolution to be proposed) shall be given. If the proposal isconfirmed by a two-thirds majority of those present and voting, theExecutive Committee shall have power to realise any assets held by oron behalf of the Company. Any assets remaining after the satisfactionof any proper debts and liabilities shall be given or transferred tosuch charitable institutions or institutions having objects similarto the objects of the Company as the members of the Company maydetermine or failing that shall be applied to some other charitablepurpose. A copy of the statement of accounts, or account andstatement, for the final accounting period of the Company must besent to the Commissioners.
V.Arrangements until the first Annual General Meeting
Untilthe first annual general meeting takes place, this constitution shalltake effect as if reference in it to the Executive Committee werereferences to the persons whose signatures appear at the bottom ofthis document.
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