Constitution

CONSTITUTION of DAWLISH TRANSITION AMBITION
An Unincorporated Not-For-Profit Association 

NAME

1. The name of the Association (hereinafter called “DTA”) shall be "Dawlish Transition Ambition”

AREA

2. The initial area covered by DTA shall be Dawlish and the surrounding parishes.

AIMS and OBJECTIVES

3. The Aims of DTA are:

(a) To raise awareness of the issues associated with the twin challenges of Peak Oil and Climate Change and the consequent need to develop a low carbon, sustainable future through ethical, social, cultural, economic, environmental and community action.

(b) To promote awareness and support of areas affected by resource depletion and global links.

(c) To provide the membership, other groups, and individuals with the encouragement and support necessary to make the transition to a low carbon, sustainable, ethical future.

4. The objectives for which DTA is established are:

(a) To create and help implement an Energy Descent Action Plan (EDAP) for Dawlish and the surrounding area.

(b) To support and encourage local initiatives to minimise dependency on Peak Oil and  to lessen Climate Change.

(c) To support and work with other Transition Towns and similar community-led initiatives

(d) To engage with other organisations, including statutory, voluntary, and business, where appropriate in pursuit of its aims and objectives.

POWERS

5. In furtherance of these aims and objects, DTA may:

(a) Publish and distribute information

(b) Engage in, support and promote education and research

(c) Raise funds

(d) Run events

(e) Recruit volunteers

(f) Employ staff

(g) Buy or lease premises and equipment

(h) Enter into contracts

(i) Undertake any trade, business, enterprise, project or venture which could contribute to the delivery of the aims and objectives.

(j) Participate in any other activity that could help deliver the stated aims and objectives.

MEMBERSHIP

6. The rules of membership are:

(a) Inclusion: the members shall be subscribers to this constitution and individuals and organisations admitted without reference to wealth, politics, religion, sex, disability, age or sexual preference, who live, work or operate in the area described in rule 2 and who are in agreement with the stated aims and objectives and co-operative values, ethics and principles stated in Annex A.

(b) A member shall cease to be a member if s/he:

     (i) resigns; or

    (ii) is requested to resign by three-quarters of members voting to this effect; or

   (iii) dies.

(c) Any members expelled shall have the opportunity to defend themselves at an Extraordinary General Meeting where they shall have the fullest opportunity to answer any allegations made against them

NOT FOR PROFIT

7. DTA shall not trade for profit. Any surplus shall be applied as follows in such proportion and in such manner as the general meeting shall decide from time to time

(a) to a general reserve for the continuation and development of DTA

(b) to payment in good faith to any member in return for services rendered, of reasonable wages and repayments of expenses, interest on money borrowed, or reasonable rent on premises demised or let to DTA.

GENERAL MEETINGS

8. The running of DTA is subject to regular review and all members are encouraged to participate.

9. DTA shall in each calendar year hold a General Meeting as its Annual General Meeting (AGM) and shall specify the meeting as such in the notices calling it, providing that every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting. The first Annual General Meeting shall be held within twenty four months of formation and annually on the anniversary of formation on the 24th February 2011.

10. An Annual General Meeting must be called by at least twenty-one days’ notice, unless three-quarters of all the members entitled to attend and vote decide on shorter notice. This shorter notice must still be given to all members.

11. Regular general meetings will be held no less than quarterly.

12. Any three members or ten percent of members (whichever is greatest) may call a general meeting.

13. Notice of General Meetings shall be given of at least fourteen days. This notice will either be sent (by post or electronically) to all members, or shall be displayed at a location (real or virtual) agreed in advance by general meeting and for the community  on the Dawlish Town Council web site

14. The Annual General Meeting must consider accounts, balance sheets, the reports of the accountants/book-keepers, and the appointment of, and the fixing of the remuneration of, the accountants/book-keepers.

PROCEEDINGS AT GENERAL MEETINGS

15. Each member whether an individual or an organisation shall have one vote. Non-members are welcome to attend, but may not vote.

16. No business shall be transacted at a general meeting unless a quorum of members is present. Unless and until otherwise decided by a general meeting, five members shall be a quorum.

17. If such a quorum is not present DTA business decisions will be carried forward within half an hour of the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or such time and place as all members present agree to, and all members shall be given such notice as is practicable of the time, date and place of such an adjourned meeting.

18. The Chair shall be drawn by descending an alphabetical list of members. Chairing a general meeting is voluntary and passes to the next name on the register of members until the named person is willing to facilitate a useful meeting.

19. The  volunteer Chair, Secretary and Treasurer  will be appointed by members voting at the AGM These roles may be interchanged in lieu of absence.

20. All decisions at a general meeting shall be made by consensus following discussion in which all members are entitled to speak freely. By consensus is meant a situation where those not in agreement agree not to maintain an objection. In the event of consensus not being reached the matter shall be adjourned to the next meeting when another attempt at consensus will be tried. If consensus is still not reached, the matter will be decided by a majority of three-quarters of votes.

21. The Chair at any meeting shall not have a second or casting vote and the resolution shall be deemed to be lost if there is an equality of votes.

ELECTED OFFICERS AND COMMITEES

22. General meeting shall appoint a Chair, Treasurer and a Secretary.

23. The general meeting may appoint roles to members to perform duties and may delegate powers as necessary.

24. If general meeting chooses it may appoint working groups and research groups to operate within parameters set by core group member and with powers delegated from general meeting.

25. Working or research groups may appoint roles to members and form sub working groups or research groups to perform duties and delegate powers as necessary.

26. Where the day-to-day management of DTA is delegated to a named working group then the management committee will be know as the "Core Group."

27. The working or research group will report its past activities to the monthly general meeting. It will also discuss plans for the forthcoming month to be approved by the monthly general meeting.

28. The Core Group will be composed of all officers elected at the AGM together with all members attending general meetings 

29. The treasurer shall be responsible for keeping a true record of accounts as stated in rule 33

30. The secretary shall be responsible for:

(a) giving proper notice of all monthly general meetings.

(b) receiving items for inclusion on the agenda of general meetings up to three days before said meeting.

(c) keeping proper records as stated in rules 30 and 31.

RECORDS

31. DTA shall keep a register of DTA members. Community members interested in DTA are known as the the DTA informed group. 

32. DTA shall keep minutes  in which the dates, times and places of general meetings, along with decisions reached during those meetings and members present at those meetings are noted for all members to refer to. These are distributed to DTA members and the DTA informed group.

ACCOUNTS

33. DTA shall keep a record of the sum and nature of expenditure and receipts of monies. All sales and purchases of goods and all its assets and liabilities.

34. The records, including accounts, shall be kept in a place decided by the AGM, and shall always be open to the inspection of all members at reasonable notice and by other persons authorised by DTA in general meeting.

INDEMNITY

35. Expenses Claims: 

Every Member or auditor or officer of DTA shall be indemnified out of the assets of DTA against all losses or liabilities incurred by him/her in or about the execution and discharge of the duties of his/her office, except to the extent that such losses or liabilities shall be attributed to either:

(a) fraud or other matters in respect of which such person concerned shall be convicted of a criminal offence; or

(b) negligence; or

(c) actions knowingly beyond the scope of a specific authority or limit thereon on the part of such person.

 CHANGING RULES

36. Any rule in this constitution can be dropped or changed or a new rule made at a General Meeting where all members have been given 21 clear days prior notice of the change proposed and the date, time and location of the general meeting. Except Rules 7, 36, 37 and 38 which shall not be changed.

37. A General Meeting that will consider a new or changed rule cannot be called with less than 21 days notice as described in rule 10  but must be called with the full twenty one days notice.

DISSOLUTION

38. In the event of winding up or dissolution of DTA, after the satisfaction of all its debts and liabilities, the assets remaining shall be given or transferred to some other not for profit organisation chosen by the members and having objectives similar to the objectives of DTA.

39. WE THE UNDERSIGNED SUBSCRIBE TO THIS CONSTITUTION.    

      DATE.

Annex A - Co-operative values, ethics and principles

Our co-operative values

Self help – we help people to help themselves

Self responsibility – we take responsibility for, and answers to our actions 

Democracy – we give our members a say in the way we run our organisation

Equality – no matter how much a member contributes they only have one vote

Equity – we conduct our organisation in a way that is fair and unbiased

Solidarity – we share interests and common purposes with our members and other co-operative organisations

Our ethical values

Openness 

Honesty – we are honest about what we do and the way we do it

Social Responsibility 

Caring for others – we assist local community groups and charities 

Our principles

Voluntary and open membership – membership is open to everyone.

Democratic member control – all members have an equal voice in making policies and electing representatives

Member economic participation – all monies are controlled democratically by members and for the benefit of the organisation

Autonomy and independence – co-operatives are always independent, even if they enter into agreements with Government or other organisations

Education, training and information – co-operatives educate and develop their members

Co-operation amongst co-operatives – co-operatives work together with other co-operatives to strengthen the movement as a whole.

Concern for the community – co-operatives also work to improve and develop the community, both locally and internationally