Adopted at the AGM of SMPPA, 20th October 2000

1 NAME

The name of the Association is the Slipper Mill Pond Preservation Association (‘SMPPA’)

The Object of SMPPA is to protect and conserve the wildlife and natural environment of the Slipper Mill Pond (‘the pond’), which is located in the Parish of Southbourne, West Sussex, for the benefit and quiet enjoyment of the public.

3 POWERS

In furtherance of the above Object, but not otherwise, SMPPA may:

1. Collect and disseminate information relating to the above, including the writing publishing and/or circulating (whether gratuitously or not) of pamphlets, posters and other documents;
2.  Arrange meetings, lectures and exhibitions relevant to the Object;
3. Accept subscriptions and donations, and raise monies by any lawful means (other than permanent trading) to procure funds for SMPPA;
4. Manage the pond’s ecology;
5. Maintain the pond’s infrastructure;
6. Liaise with other bodies, both statutory and voluntary, in matters concerning the pond;
7. Purchase, take on a lease or in exchange, hire or otherwise lawfully acquire such property or other rights and privileges as may be necessary for the promotion of its objects:
8. Invest any monies not immediately required for current purposes in such investments, securities or property as may be considered prudent by the Committee, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law;
9. Do all such other lawful things as shall further the attainment of the above Object.

1. Full Membership shall be open on application to any current or former owner, tenant or occupant of a property contiguous to, or from which it is possible to view, the Slipper Mill Pond;

2. Associate Membership shall be open on application to all others who support the Object of SMPPA;

3. Honorary Membership may, on the recommendation of the Committee and approved at a General Meeting, be awarded to any person in recognition of his or her contribution to the Object of SMPPA. An Honorary Member shall have the same rights as a Full Member.

1. Each Full and Associate Member shall pay such Annual Subscription as shall be approved from time to time at the Annual General Meeting;
2. Notification of any proposal to change the Annual Subscription shall be published with the Notice of the Annual General Meeting;
3. All Subscriptions are due and payable on 1st October or such day as may be agreed, on the recommendation of the Committee, at the Annual general Meeting;
4. The Committee may cancel or suspend membership where the Subscription has not been received within three months of the date on which it was requested.

1. An Annual General Meeting (‘AGM’) shall be held each year. This shall normally be on a Friday in October to be determined by the Committee, but may be varied by agreement at a General Meeting providing it is anyway held within fifteen months of the previous AGM;
2. The Honorary Secretary shall, not less than fourteen clear days before the Meeting, post or deliver to each Member, a Notice giving the date, time and place set for the Meeting, together with details of the business to be discussed (‘the Agenda’);
3. Business to be included on the Agenda for the AGM shall be:
   1. To receive, and if agreed, approve the Annual Report of the Chairman and Committee on the work of SMPPA;
   2. To receive, and if agreed, approve the audited Financial Statement for the previous twelve months;
   3. To elect Officers and members of the Committee;
   4. To elect an Honorary Auditor;
   5. To consider such other business that the Committee shall determine and of which due notice has been given.
4. Special General Meeting to discuss urgent business outside of the AGM may be called
   1. By decision of the Committee;
   2. By written request to the Hon Secretary supported by not less than ten Full Members, stating the reasons, and business to be discussed; such Meeting shall be held within four weeks of the request being received by the Hon Secretary;
   3. The Agenda for a Special General Meeting shall be circulated to all Members not less than fourteen clear days ahead of the Meeting, stating the business to be discussed;
   4. The quorum for a General Meeting shall be one fifth of the Full Members for the time being;
   5. Other than is required in Clause 9 below, voting at General Meetings shall be by simple majority vote of those present, except that, in the case of a tie, the Chairman shall have a second or casting vote;
   6. Only Full Members (which includes Honorary Members as in clause 4c) shall be entitled to vote at General Meetings; a Full Member unable to attend may appoint a proxy to attend and vote in his or her place. Such proxy need not be a Member of SMPPA, but shall anyway be notified to the Hon Secretary at least 48 hours beforehand.

7 COMMITTEE

1. Management of the affairs of SMPPA shall be in the hands of a Committee formed from its members, consisting of the Chairman, the Honorary Secretary, the Honorary Membership Secretary and the Honorary Treasurer (‘the Officers’) whose duties and responsibilities shall be determined by the Committee, together with not less than three nor more than five Ordinary Committee Members;
2. The Chairman shall always be a Full Member of SMPPA; no more than two other members of the Committee (including Officers) may be Associate Members;
3. The Officers and Ordinary Members shall be elected by ballot at a General Meeting, having been nominated in accordance with 7(e) below;
4. Officers shall be elected to serve for one year, but shall be eligible for re-election; Ordinary Members shall be elected to serve for a term of two years, at the end of which they shall be eligible for re-election;
5. Nominations for election as Officers and Ordinary Members, duly proposed and seconded in writing by two members, must be submitted to the Hon Secretary not less than four weeks before the date of the General Meeting at which the election is to take place;
6. Casual vacancies on the Committee may be filled by co-option until the next General Meeting;
7. The quorum for Committee Meetings shall be five;
8.  Voting at Committee Meetings shall be by simple majority, except that in the case of a tie the Chairman shall have a second or casting vote;
9. The Committee shall meet not less than twice each calendar year;
10. Persons with appropriate knowledge or expertise may be invited to attend meetings of the Committee for discussion of specific topics; such persons are not entitled to vote thereon;
11. The Committee may appoint Sub-Committees, which must include at least one member of the main Committee, to carry out such duties, and on such terms as are considered appropriate, providing that the activities of such Sub-Committees are reported to the next meeting of the main Committee;

1. The Committee shall ensure that proper books of account are maintained;
2. A statement of Accounts shall be made up not less than once per annum and submitted for approval to the next following Annual General Meeting; the financial year for SMPPA shall end on 30th September or such other date as may be agreed at a General Meeting;
3. The Accounts shall be audited by a suitable person who shall be appointed as Honorary Auditor at the preceding Annual General Meeting;
4. A Bank Account or Accounts may be opened in the name of SMPPA, and operated in such manner, and on the signature of such Officers or Members as the Committee shall determine from time to time;
5. The income and property of SMPPA shall be applied solely towards the Object as set out above, and no part of it may be paid to or for the benefit of individual Officers or Members, except to provide appropriate Trustee Indemnity Insurance;
6. Nothing in the foregoing shall prevent the reimbursement to a Member of any reasonable out-of pocket expenses incurred on behalf of SMPPA.

9 WINDING UP

1. SMPPA may only be dissolved or wound up by a Resolution passed by a two thirds majority at a Special General Meeting, notice of which must state the motion to be put;
2. In the event of SMPPA being wound up, its assets shall not be distributed to Members but shall be transferred to another Charitable Body or Association with similar Objects and which shall be specified in the notice of the meeting, or otherwise applied for charitable purposes with the prior approval of the Charity Commissioners.

1. Any matter not provided for in this Constitution shall be decided by the Committee;
2. The Committee may propose Standing Orders consistent with this Constitution to regulate any matters considered appropriate; such Standing Orders, details of which shall be circulated to Members beforehand, be shall be effective following their approval at a General Meeting;
3. Amendment (s) to this Constitution shall only be made by resolution passed at a General Meeting, notice of which must set out the amendment (s) proposed;
4. Proposals for amendments may be made either by the Committee, or by a Full Member supported in writing by not less than one third of the Full Members, and submitted in writing to the Hon  Secretary not less than two calendar months before any Annual General Meeting at which they are to be considered;
5. No amendment may be made which would cause SMPPA to cease to be a Charity in law; and no amendment to Clauses 2 (Object), 8e(Income and Property), 9 (Winding Up) and 10 (Constitution and Amendments) may be made except with the prior approval of the Charity Commission.  

Adopted at the AGM of SMPPA, 20th October 2000