CONSTITUTION FOR THE OMAGH GROUP OF RIDING FOR THE DISABLED

OMAGH RDA

CHARITY NO. NI 107047

COMPANY NUMBER 645409 (Northern Ireland)

The name of the charity is (name) (‘the Group’) OMAGH RDA LIMITED

2. OBJECTS The objects of the Group are to promote the objects of the Riding for the Disabled Association incorporating Carriage Driving (Company No 5010395) a charity registered in England and Wales under Charity Number 244108 (“the Company”) by providing disabled people with the opportunity to ride and/or to carriage drive to benefit their health and wellbeing in the Omagh area (‘the Objects’)

3. POWERS The Group has the following powers which may be exercised only in promoting the Objects:

To provide disabled people with the means to ride and/or to carriage drive at the level of their ability choice and ambition.
To encourage disabled people to occupy positions of responsibility within the Group.
To contribute to the attainment of the Objects.
To co-operate with the Company and with other bodies.
To raise funds and invite and receive contributions from any person or persons whatsoever by way of loan subscription donation or otherwise in any manner it sees fit consistent with the charitable status of the Group.
To borrow money and give security for loans in accordance with any restrictions imposed by the Charities Act (Northern Ireland 2008).
To acquire or hire property of any kind including but not limited to horses ponies and donkeys.
To let or dispose of property of any kind (in accordance with any restrictions imposed by the Charities Act (Northern Ireland 2008).
To make grants or loans of money only in or towards attaining the objects of the Group or the Company or to another member group of the Company.
To lend money on a secured arms length basis to any wholly or partially owned trading company of the Group provided that it be for the benefit of the Group and for the furtherance of the Objects
To set aside funds for special purposes or as reserves against future expenditure
To deposit or invest funds in any lawful manner
To delegate the management of investments to a financial expert but only on terms that:

3.13.1 the investment policy is recorded in writing for the financial expert by the Committee

3.13.2 every transaction is reported promptly to the Committee

3.13.3 the performance of the investments is reviewed regularly with the Committee

3.13.4 the Committee are entitled to cancel the delegation arrangement at any time

3.13.5 the investment policy and the delegation arrangement are reviewed at least once a year

3.13.6 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are reported promptly to the Committee on receipt

3.13.7 the financial expert must not do anything outside the powers of the Committee

14. To insure the Group’s property against any foreseeable risk and take out other insurance policies to protect the Group and its members where required

15. To insure members of the Committee against the costs of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty (unless the member concerned knew that or was reckless whether the act or omission was a breach of trust or breach of duty)

16. Subject to clause 9.2 to employ paid or unpaid agents staff or advisers

17. To enter into contracts to provide services to or on behalf of other bodies

18. To pay the costs of forming the Group

19. To do anything else within the law which promotes or helps to promote the Objects

4. MEMBERSHIP

Membership of the Group shall be open to any individual or organisation residing in or having connections with the Group area and actively interested in promoting the Objects
The Committee may establish different classes of membership and may set appropriate rates of subscription or levy no subscription
The Committee shall keep a register of members April 2015
A member whose subscription is six months in arrear shall automatically cease to be a member but may be readmitted on payment of the amount owing.
A member may resign by written notice to the Group Chairman or Secretary
The Committee may at any time terminate the membership of any individual or organisation provided that the individual or a representative of an organisation (as the case may be) shall have the right to be heard by the Committee before a final decision is made
Membership of the Group is not transferable

5. General Meetings

All members shall be entitled to attend general meetings of the Group in person or (in the case of a member organisation) through an authorised representative
General meetings shall be called by 28 clear days’ written notice to the members specifying the business to be transacted
There shall be a quorum at a general meeting if the number of members or authorised representatives personally present is at least 35 per centum of the members
The Group Chairman or (if the Group Chairman is unable or unwilling to do so) some other member elected by those present shall preside at a general meeting
Except where otherwise provided in this Constitution every issue at a general meeting shall be determined by a simple majority of the votes cast by the members present in person or (in the case of a member organisation) through an authorised representative
Except for the chairman of the meeting who shall have a second or casting vote every member present in person or (In the case of a member organisation) through an authorised representative shall be entitled to one vote on every issue
An Annual General Meeting (“AGM”) must be held in every year (except that the first AGM may be held at any time within 18 months after the formation of the Group)
At an AGM the members shall:
1. receive the accounts of the Group for the previous financial year
2. receive the report of the Committee on the Group’s activities since the previous AGM
3. elect Committee members to replace those retiring from office (as appropriate)
4. elect if appropriate from among the members of the Group the Group Chairman
5. appoint an auditor or independent examiner for the Group where required
6. discuss and determine any issues of policy or deal with any other business put before them April 2015

9. Every general meeting save for the AGM shall be an extra ordinary general meeting (“EGM”) 5.10 6. An EGM may be called at any time by the Committee and must be called within 14 days after a written request to the Committee from at least 10 percent of the members

6. THE COMMITTEE

The Committee shall have control of the Group and its property and funds
The Committee when complete consists of at least three and not more than 11 individuals all of whom must be members (but must not be paid employees) of the Group
The Committee shall be composed of the following members:- the Group Chairman the Group Treasurer the Group Secretary not more than 8 elected Committee members
One third (or the number nearest to one third) of the Committee members shall retire at each AGM (but shall be eligible for re-election) those longest in office retiring first and the choice between any of equal service being made by drawing lots. If a casual vacancy shall occur in the Committee the Committee shall appoint a replacement until the next AGM of the Group
Every Committee member shall sign a declaration of willingness to act as a Committee Member of the Group before he or she shall be eligible to vote at any meeting of the Committee
A Committee member shall automatically cease to be a member of the Committee if he or she:
1. is disqualified under the Charities Act (Northern Ireland 2008) from acting as a charity trustee
2. is incapable whether mentally or physically of managing his or her own affairs
3. is absent from 4 consecutive meetings of the Committee
4. ceases to be a member of the Group (but such a person may be reinstated by resolution of all the other members of the Committee on resuming membership of the Group)
5. ceases to reside in the Group Area resigns by written notice to the Committee (but only if at least two Committee members will remain in office)
6. is removed by a resolution passed by all the other members of the Committee after inviting the views of the Committee member concerned and considering the matter in the light of any such views

7. A retiring Committee member shall be entitled to an indemnity from the continuing Committee members at the expense of the Group in respect of any liabilities properly incurred while he or she held office

8. A technical defect in the appointment of a Committee member of which the Committee are unaware at the time shall not invalidate decisions taken at a meeting

7. COMMITTEE MEETINGS

The Committee shall hold at least 4 meetings each year
There shall be a quorum at a Committee meeting when at least half of the members are present (subject to a minimum of 3 members being present)
A Committee meeting may be held either in person or through electronic means agreed by the Committee in which each participant may communicate with all other participants
The Group Chairman or (if the Group Chairman is unable or unwilling to do so) some other member of the Committee chosen by the members present shall preside at each Committee meeting
Every issue shall be determined by a simple majority of the votes cast at a Committee meeting but a resolution which is in writing and signed by all members of the Committee shall be as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and shall I be treated as passed on the date of the last signature
Except for the chairman of the meeting who shall have a second or casting vote every Committee member shall have one vote on each issue

8. POWERS OF COMMITTEE

The Committee shall have the following powers in the administration of the Group:

to appoint a Treasurer and other Honorary Officers
to delegate any of their functions to sub-committees consisting of three or more persons appointed by them (but at least [one] member of every sub-committee shall be a Committee member and all proceedings of sub-committees shall be reported promptly to the Committee)
to make Standing Orders consistent with this Constitution to govern proceedings at general meeting
to make Rules consistent with this Constitution about the Committee and subcommittees
to make Regulations consistent with this Constitution and the byelaws from time to time of the Company about the running of the Group (including the operation of bank accounts and the commitment of funds)
to resolve or establish procedures to assist the resolution of disputes within the Group
to exercise any powers of the Group which are not reserved to a general meeting

9. PROPERTY & FUNDS

1. The property and funds of the Group shall be used only for promoting the Objects and shall not belong to the members of the Group or the Committee

2. No Committee member may receive any payment of money or other material benefit (whether direct or indirect) from the Group except

under clause 3.15 (indemnity insurance) r
eimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Group
interest at a reasonable rate on any money lent to the Group
a reasonable rent or hiring fee for property let or hired to the Group
an indemnity in respect of any liabilities properly incurred in running the Group (including the costs of a successful defence to criminal proceedings)
in the case of an individual member charitable benefits in his or her capacity as a beneficiary
in exceptional cases other payments or material benefits but only in compliance with prior written permission of the Charity Commission for Northern Ireland.

3. Whenever a Committee member shall have a personal interest in a matter to be discussed at a Committee meeting the Committee member shall

declare an interest before discussion begins on the matter
withdraw from that part of the meeting unless expressly invited to remain In order to provide information
not be counted in the quorum for that part of the meeting
withdraw during the vote and have no vote on the matter

4. Any holding trustee or any nominee for the Group may be paid reasonable fees

5. Funds which are not required for immediate use or which will be required for use at a future date shall be placed on deposit or invested in accordance with clause 3.12 until needed

6.Investments and other property of the Group may be held:

in the names of the Committee members for the time being
in the name of a nominee (being a corporate body registered or having an established place of business in Scotland or England and Wales and Northern Ireland) under the control of the Committee or of a financial expert acting on their instructions
in the name of at least two and up to four holding trustees for the Group who shall be appointed (and may be removed) by a resolution of the Committee.

10. RECORDS & ACCOUNTS

The Committee shall comply with the requirements of the Charities Act (Northern Ireland) 2008 as to the keeping of financial records the audit or independent examination of accounts and the preparation and transmission to the Charity Commission of Northern Ireland of:

10.1.1 annual reports

10.1.2 annual returns

10.1.3 annual statements of account

2. The Committee shall keep proper records of:

10.2.1 all proceedings at general meetings

10.2.2 all proceedings at Committee meetings

10.2.3 all reports of sub-committees

10.2.4 all professional advice obtained

3. Annual reports and statements of account relating to the Group shall be made available for inspection by any member of the Group

4. A copy of the latest available statement of account shall be supplied to any person who makes a written request and pays the Group’s reasonable costs as required by the Charities Act (Northern Ireland) 2008

11. NOTICES

1.Notices under this Constitution may be sent by hand or by post or by suitable electronic means or (where applicable to members generally) in any newsletter distributed by the Group

2. The address at which a member is entitled to receive notices shall be the address noted in the register of members (or if none the last known address)

3. Any notice given in accordance with this Constitution shall be treated for all purposes as having been received:

11.3.1 24 hours after being sent by electronic means or delivered by hand to the relevant address 11.3.2 two clear days after being sent by first class post to that address

11.3.3 three clear days after being sent by second class post or overseas post to that address

11.3.4 on the date of publication of a newsletter containing the notice

11.3.5 on being handed to the member [or its authorised representative personally or if earlier

11.3.6 as soon as the member acknowledges actual receipt

4. A technical defect in the giving of notice of which the members or the Committee members are unaware at the time shall not invalidate decisions taken at a meeting

12. AMENDMENTS

This Constitution may be amended at a general meeting by not less than a two-thirds majority of the votes cast but

The members shall be given 28 clear days’ notice of the proposed amendments
No amendment shall be valid if it would make a fundamental change to the Objects or to this clause or destroy the charitable status of the Group
No amendment may be made to this constitution without the prior written approval of the Association
Clauses 2 and 13 may not be amended without the prior written approval of the Charity Commission for Northern Ireland

13. DISSOLUTION

1. If at any time the members at a general meeting shall decide to dissolve the Group the members of the Committee shall remain in office and shall be responsible for the orderly winding up of the Group’s affairs

2. After making provision for all outstanding liabilities of the Group the Committee shall give or transfer the remaining property and funds to the Company (Riding for the Disabled Association incorporating Carriage Driving (Company No 5010395) a charity registered in England and Wales under Charity Number 244108) provided they are a registered charity at the time of dissolution or in the event that the Company shall have ceased to exist then shall apply the same in one or more of the following ways:-

13.2.1 by transfer to one or more other bodies established for exclusively charitable purposes within the same as or similar to the Objects

13.2.2 directly for the Objects or charitable purposes within or similar to the Objects

13.2.3 in such other manner consistent with charitable status as the Charity Commission for Northern Ireland approve in writing in advance

3.A final report and statement of account relating to the Group shall be sent to the Charity Commission for Northern Ireland

INTERPRETATION

In this Constitution:

‘financial expert’ means an individual company or firm who is an authorised person or an exempted person within the meaning of the Financial Services Act 1986

‘holding trustee’ means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use investment or disposal

Any reference to an Act of Parliament refers to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.

CONSTITUTION FOR THE OMAGH GROUP OF RIDING FOR THE DISABLED

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