The ‘Just Good Friends’ Constitution
Issue 5: Approved at the AGM 18th October 2019
1 Objectives.
1.1 The Club shall be called ‘Just Good Friends’ (‘The Club’). The main purpose of The Club shall be to promote and encourage the social interaction of its members.
1.2 The Club will do this by producing a monthly programme of social events which have been identified by and reflect the interests of the members.
1.3 The Club aims to promote itself as a friendly and safe society for its members to socialise.
2 Membership.
2.1 Membership will be open to all persons of all ages, although it should be recognized that The Club’s activities may be more suited to those of over 35 years of age who mainly, (but not exclusively), live alone, who accept the objectives of The Club as set out in the section labelled Objectives and who agree to be bound by The Club Rules and Data Protection Policies (see point 8 below).
2. An individual Membership will run
2.2.1 for a period of one calendar year, starting 1st April until 31st March the following year
2.2.2 for new joiners, from the date of enrolment until the next 31st March.
2.3 Anyone showing interest in joining The Club shall be introduced to the Membership Secretary (who will take their details) and will be entitled to two months of free monthly programmes and attendance of Club functions, after which they will be invited to enroll as a Member.
2.4 Membership of The Club will incur a fixed annual subscription for all current members. Members who have lapsed their membership and wish to re-join again in the same membership year that it lapsed will pay the full yearly membership subscription. For new joiners who join part way through any year, membership cost incurred will be pro rata that of the annual fixed subscription, which shall be reviewed and set by The Committee; any change proposed for the forthcoming year will be ratified at the Annual General Meeting (AGM) of The Club.
2.5 On joining The Club and paying their first annual subscription, new Members shall receive a copy of the current Club Constitution, including an up-to-date list of activities.
2.6 On joining The Club, a new Member shall provide their relevant personal details, including their current address, postcode, email and telephone number to the Membership Secretary. This is to maintain the accuracy of The Club Membership List and to ensure that any Club correspondence is properly sent out. It shall be the responsibility of all Members to keep their personal information and Membership up-to-date. Membership renewals should be paid to the Membership Secretary of The Club. Any change of address should be notified in writing to the Membership Secretary as soon as possible.
2.7 Members of The Club have the following rights:
2.7.1 The right to stand for a Committee post.
2.7.2 The right to nominate or second another Member for a Committee post.
2.7.3 The right to propose or second Agenda items for the Annual General Meeting (AGM).
2.7.4 The right to vote at an AGM.
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2.7.5 The right to call for an Extraordinary General Meeting (EGM).
2.7.6 The right to organize events, of interest to them, and have them added to the programme.
2.7.7 Members may bring any guest(s) along to a Just Good Friends function, provided that the guest(s) attends no more than three Just Good Friends functions in any one year, after that they will be expected to join the Club or cease attending events. Members can bring more than one guest to an event.
3 Committee.
3.1 The Club will have a Committee ('The Committee’) which shall have up to twelve positions, seven Officers and up to five Non-Executives (See 3.2 below). Ideally these positions will be filled by different Club Members, but subject to 3.3 below, The Committee may function for an interim period with a minimum of six Members. The Committee will be elected, at the AGM, by members for the coming year, by ballot, from those candidates who have allowed their names to be put forward by a Proposer and a Seconder to stand for an individual post within The Committee (See 5.5). Candidates must be members of Just Good Friends and may vote for themselves in these elections.
3.2 The Committee will consist of the following positions: Chairman, Secretary, Treasurer, Membership Secretary, Events Co-Ordinator, Assistant Events Co-Ordinator, Web Site Manager and up to Five Non-Executive Members. For details of their roles please see attachment, 'Duties of Committee Members'. These roles (job descriptions) will be continually reviewed and updated as the roles evolve and The Committee shall be empowered to update the job descriptions to reflect the changes at any time.
3.3 Vacant Positions. In a situation where there are less 'Officers' proposed than the number of positions to be filled, a Committee Member shall be able to perform the duties of an unfilled position as well as their own, on an interim basis. However, this will only be allowed as long as all the seven officer posts are fulfilled. When this situation exists, it will be continually reviewed until the post(s) is filled. To this end, when a suitable candidate(s) becomes available, The Committee shall be empowered to co-opt members onto The Committee to undertake the role(s) until the next AGM.
3.4 Up to three Committee members should be authorised signatories to The Club bank account; two signatures being required on all cheques issued by The Club (see 4.2).
3.5 Whenever The Committee meets to make a decision on changes to policy or procedures affecting the membership of The Club, or the finances of The Club, then those decisions will only be recognised if a quorum is present. A quorum shall be defined as one half of the current committee (rounded up if the current committee is an odd number). Furthermore, this quorum must include at least two of the three members who undertake the roles of Chairman, Treasurer and Club Secretary.
3.6 The Committee will meet as appropriate. Any Member is entitled to attend and speak at these meetings. However, they are not entitled to vote. In exceptional circumstances, the Chairman and Committee may specify that certain portions of a Committee meeting are to be closed and private, for example, in the case of disciplinary proceedings.
3.7 Committee members will conduct themselves in a proper manner appropriate to their position and responsibilities. All Committee members will present a review of their tenure to The Club members at the AGM.
3.8 It is the duty of The Committee to carry out the objectives of The Club and to ensure that the Constitution is adhered to. In addition The Committee will arbitrate in disputes and act as a final Court of Appeal (subject to ratification at a General Meeting of The Club).
3.9 It is the duty of all Committee Members who have access to email to share the responsibility of telephoning members who are not on email to inform them of alterations/late additions to the monthly programme of events mentioned at 1.2 above
3.10 It is the duty of The Committee to ensure that funds are being used for appropriate purposes.
3.11 Any general communications received by The Club must go to The Committee.
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4 Finances.
4.1 The Club is a non-profit making society. All the Executive Committee posts and other positions are voluntary and unpaid. As a goodwill gesture, Executive Committee members will pay half their membership fees during their term of office.
4.2 The Club will maintain its own bank account and hold its own funds. Funds withdrawn from the bank account must require at least two signatories.
4.3 The Club may charge an attendance fee at its meetings in order to cover costs and any proper Club expenditure during the year. The Club shall use such income to cover the cost of room hire, social events and sundry expenses.
4.4 The Club’s annual membership fee will be reviewed and set by the Committee. Any change proposed for the forthcoming year will be ratified at an Annual General Meeting of The Club. (See point 2.4 above).
4.5 Membership fees are payable
4.5.1 on the 1st April annually or
4.5.2 if part way through any year, immediately upon enrollment into The Club - the fee due will be pro rata the annual fee taking the subscription up to the following 1st April. (See point 2.4 above).
4.6 A quorum, which must include The Treasurer of The Club, shall meet annually after April 1st (See 4.5.1 above) each year to decide what proportion of The Club’s funds shall be held as a minimum balance that needs to be carried forward to the next Financial Year (i.e. the following April 1st) They shall also decide upon the sum of money that may be used to subsidise events and fund other unexpected situations affecting members that may arise during the current Financial Year.
4.7 Any member hosting an event in their own home which is open to all other members may claim up to £2.50 per member, up to a maximum of £25, from The Club for food purchased for consumption at this event. Receipts must be produced to confirm said expenditure. Any amounts which exceed the guidelines set out here must be agreed by the Treasurer prior to the event taking place.
4.8 At times The Club may organize attendance of events which have to be paid for, sometimes in the form of a deposit, sometimes even the total amount due, several months before the actual event takes place. (e.g. Holidays, Theatre Trips). In such situations members MUST pay by the specified deadline set by the Member organizing attendance. This is to ensure that neither the organizer, nor The Club itself, is left out of pocket during the intervening period. Failure to pay by the stated deadline will mean members will not be allowed to attend said event, and if in respect of paying a remaining balance, the member will lose their previously paid deposit.
4.9 If the Club is wound up then, subject to the provision noted at 4.9.1 below, all it's assets will be split equally between all current members of The Club.
4.9.1 In the event of this happening, members who joined part way through the year in which The Club dissolves will not be entitled to a cash sum greater than their pro-rata membership joining fee.
5 General Meetings.
5.1 The Club must hold an Annual General Meeting (AGM) within thirteen calendar months of the previous Annual General Meeting.
5.2 The purposes of the Annual General Meeting are to:
5.2.1 Accept the resignation of all the members of the incumbent Committee and to elect a new Committee for the forthcoming year.
5.2.2 Report on the financial position and the Membership of The Club.
5.2.3 Review the activities of The Committee and The Club over the previous year.
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5.2.4 Ratify any decisions made by The Committee that require it.
5.2.5 Vote on any motions that have been proposed.
5.3 The Committee must properly publicise the date, time and location of the Annual General Meeting to the Membership at least six weeks in advance of that date.
5.4 If a Member wishes to put forward an item for inclusion in the Agenda of a forthcoming Annual General Meeting, it should be made in writing and formally seconded in writing by another Member. The said proposition should be phrased in such a way that it can be decided by a formal vote for or against the motion. To facilitate this in the weeks just prior to the AGM the Committee will distribute a Proposition Form and the submission should be made by completing this form. After getting the proposition noted on the form seconded by another member it should be sent to the name and address at the top of the form by the deadline date stipulated.
5.5 If a Member wishes to stand for a Committee Post a written Nomination Form of their intent to stand must be lodged with the existing Committee at least three weeks before the date of the AGM. This candidate must be formally proposed and seconded for the post by two other Members, neither of whom may be the person standing for the post. The notification must also contain the names and signatures of both of these Members. To facilitate this in the weeks just prior to the AGM the Committee will distribute Nomination Forms which should be completed as set out above. The Form must be sent to the name and address at the top of the form by the deadline date stipulated.
5.6 No Member shall propose or second more than one Candidate per Committee Post.
5.7 No Member shall stand for more than one Committee Post.
5.8 It is the duty of The Club Secretary to prepare a proper Agenda for the Annual General Meeting. This should list all Proposals to be voted on and Committee Positions to be filled, along with the names of all members standing for them. This Agenda, together with any Voting slips and Voting instructions, must be distributed to all Members at least two weeks before the date of the Annual General Meeting.
5.9 If Members are dissatisfied with the performance of the current Committee, they may call an Extraordinary General Meeting (EGM). This action requires one third of the current Voting Membership. These Members must inform The Committee in writing, with all their names and signatures clearly given.
5.10 The members who have called the EGM are now responsible for publicising and organising it in the same way that The Committee is responsible for an AGM. However, as the number of Agenda points to be raised at an EGM is likely to be fewer than those at an AGM, then the EGM may be held earlier than the normal six-week period if two-thirds of the current Voting Membership votes to that effect.
6 Voting At General Meetings.
6.1 No Annual General Meeting will be valid unless it has a Quorum. This is 33% of the current Voting Membership.
6.2 Each Member shall have one vote per motion.
6.3 Unless otherwise stated in the Constitution, a simple majority is all that is required to elect a person to a post or pass a motion.
6.4 The following will be the method of voting recognised during any General Meeting:
6.4.1 For the election of non-contested Committee positions, a show of hands of the members present will be sufficient.
6.4.2 In the event of a contested position (i.e. where two or more nominations have been received for one Committee post) then a secret ballot of the members present will be organised.
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7 Disciplinary Procedures.
7.1 Should a Member be found guilty in a Court of Law to be in breach of the Law, then The Committee, after considering the matter properly, may summarily expel the said Member from The Club.
7.2 If a Member is alleged to have behaved in an improper but less serious manner than the aforementioned, then The Committee shall be entitled, after properly investigating the circumstances, and giving the matter due consideration, to
1. dismiss the allegation and take no further action 10.1 Any Amendment to the Constitution shall only take place at a General Meeting of The Club. Any Amendment shall require a majority of two-thirds of the current Voting Membership to be accepted. Postal voting may be used.
2. give the member a verbal warning that unless their behaviour/attitude improves they will be subject to further action as noted below
3. give the member a written warning that any further incidents will result in that member being expelled
4. expel the member from The Club
If a sanction is deemed appropriate, (i.e. 2 3 or 4 above) The Committee shall take into account the severity of the improper behaviour, and the circumstances, before deciding on which level sanction to impose. However, The Committee does reserve the right to impose an immediate level 4 Sanction (i.e. Expulsion) for the most serious misconduct.
8 Data Protection and Club Website Use Policy.
8.1 All Members must agree to their personal information being stored on The Club database. The Club undertakes that this personal information will not be disclosed to or shared with any third party without the full and proper consent of the individual Member. Please refer to our Privacy Policy for full details on what information we collect and how we use it.
9 Insurance.
9.1 Because The Club owns no property, and is keen to keep subscriptions fees to a reasonable level, The Club has no Third Party or Liability Insurance. This means that when attending Club activities all members must accept and understand that they are doing so at their own risk. The Club cannot be held responsible or accountable for any accident, damage or injuries that may be sustained to members or member’s property, during the course of participating in, or hosting, a Club activity.
9.2 All Members, by joining The Club, agree to be bound by these conditions
10 Amendments to the Constitution. 6/8
DUTIES OF COMMITTEE MEMBERS
The Committee positions and their roles will be:
Chairperson
1. Responsible for the smooth running of The Club.
2. Makes sure the Committee posts are filled.
3. Chairs meetings and AGM.
4. Sends welcome letter/email to new membership.
5. Sends thank you letter/email to those members not renewing.
6. Allowed to view the full membership list when required to execute their duties. When doing so you must ensure the information is kept, and used, in a secure manner, taking into account the requirements of the GDPR and members' rights to confidentiality (see 8.1 of The Constitution).
Secretary
1. Ensures that notices of meetings/agendas are drawn up and sent out in advance.
2. Takes and distributes Minutes of the meeting.
3. Brings correspondence to the attention of The Committee and, if necessary, replies as directed by The Committee.
4. Be able to send out publicity and any other information as directed by the Committee.
Events Co-Ordinator
1. Gathers information from a variety of sources to produce a varied and suitable monthly programme of social events for members' participation.
2. Issues said programme in a timely manner after The Club's monthly 'Social Evenings' to all paid-up members.
3. Encourages all members to research and put forward events for the programme.
4. Co-ordinates events that have been identified for the programme by members where that member does not wish to be the contact.
5 Allowed to view the full membership list when required to execute their duties. When doing so you must ensure the information is kept, and used, in a secure manner, taking into account the requirements of the GDPR and members' rights to confidentiality (see 8.1 of The Constitution).
6. Liaises with the Assistant Events Co-ordinator with regard to updates to the programme and reminders, if appropriate, of forthcoming events.
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Assistant Events Co-ordinator
1. Assists and supports the Events Co-ordinator in their duties and carries out those duties when required.
2. Keeps up to date with changes to the current programme to enable accurate information to be passed to members.
3 Allowed to view the full membership list when required to execute their duties. When doing so you must ensure the information is kept, and used, in a secure manner, taking into account the requirements of the GDPR and members' rights to confidentiality (see 8.1 of The Constitution).
Treasurer
1. Regularly reports to The Committee on the financial position of The Club
2. Prepares a year end statement of accounts (31st March annually) and arranges for these statement of accounts to be independently audited
3. Looks after the finances of The Club
4. Pays bills on time and records the information
5. Keeps up to date records for all financial transactions
6. Ensures that funds are spent properly
7. Ensures receipts are obtained for Club money paid out and records this information
8. Presents an end of year financial report to the Annual General Meeting
9. Financial planning including producing an annual budget and monitoring it throughout the year.
10. Allowed to view the full membership list when required to execute their duties. When doing so you must ensure the information is kept, and used, in a secure manner, taking into account the requirements of the Data Protection Act and members' rights to confidentiality (see 8.1 of The Constitution).
Membership Secretary
1. Be the first point of contact for potential new Club Members (see 2.3 of The Constitution). This will include thanking them for their interest and arranging for them to receive complimentary programmes for two full months prior to sending an application form inviting them to join the Club.
2. Maintains a list of members and their personal details, ensuring this list is kept up to date and in a secure manner taking into account the requirements of the GDPR and members' rights to confidentiality (see 8.1 of The Constitution).
3. Alerts, by e-mail, the Chairperson, Events Co-ordinator, Assistant Events Co-ordinator and Treasurer when updates /additions are made to the membership listing. This e-mail should be an alert naming the member(s) to which the update(s)/ addition(s) relates, but should not detail the specific changes that have been made to the listing.
4. Sends out Membership Application Forms to all existing members during February of each year to allow them to re-apply for Membership before 31st March.
5. Following on from 3 and 4 above, collects subscription fees and deposits cash/cheques into 'Just Good Friends' bank account and provides the Club Treasurer with detailed analysis of such deposits.
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Website Manager
1. Maintains the Club website, email and Facebook page
Non-Executive Members
1. Attends Committee Meetings and contributes to discussions
2. Plays a vital role enhancing the Club by working alongside and supporting Club Officers, represents members’ views at Committee Meetings and organises social events for the programme.
3. Should an Officer position become vacant during the year, if willing, consider temporarily stepping into that role until the next AGM.