AMIMB DRAFT CONSTITUTION TO BE DISCUSSED AT THE AGM 4TH NOVEMBER 2014
AMIMB ASSOCIATION OF MEMBERS OF INDEPENDENT MONITORING BOARDS
Registered charity number 293384
1.1 The name of the association is The Association of Members of Independent Monitoring Boards.
2.1 The objects of the Association are to educate, inform, advise and support members of Independent Monitoring Boards of penal institutions, immigration removal
centres and short- term holding facilities in England and Wales in the law, the treatment of offenders and all other matters relating to their role to enable them to perform their duties in the most competent and efficient manner, and to that end (but not otherwise) to issue publications, arrange training events, promote conferences and maintain an awareness of developments in the law, the Prison Rules and associated subjects.
2.2 Also to educate and inform the public concerning the treatment of offenders and the role played by members of Independent Monitoring Boards in the above penal institutions, centres and facilities.
3.1 Full Membership. All serving members of Independent Monitoring Boards of the above institutions, centres and facilities in England and Wales shall be eligible for full membership and shall become members on payment of the annual subscription. Members who cease to be members of an Independent Monitoring Board shall relinquish their full membership of AMIMB forthwith but shall be entitled to transfer to associate membership.
3.2 Associate Membership. Any individual with an interest in the objects of the Association or who is involved with one of the above institutions, centres and facilities shall be entitled to become an Associate Member on payment of the standard annual subscription.
Associate Members shall:
a. Receive the AMIMB journal and such other communications as Full Members receive
b. Be treated in all ways as Full Members, except that they shall not be entitled to propose or second resolutions or to vote at General Meetings of
the Association or to request Extraordinary General Meetings
c. Be eligible to be co-opted to the Executive Committee of the Association, but not to be an officer or an elected member thereof.
3.3 Affiliated Membership. Any body of persons with an interest in the penal system in any part of the world may, with the approval of the Executive Committee, become affiliated to the Association on payment of such fee as the Executive Committee may decide. Any bodies so affiliated shall receive copies of the publications of the Association.
- The Annual General Meeting of the Association shall be held no later than fifteen months after the preceding Annual General Meeting or as soon as practicable thereafter. Every Full and Associate Member shall receive not less than 21 days notice of such meeting.
5.1 Extraordinary General Meetings may be convened by the Secretary on request of the Executive Committee or after receiving a request in writing signed by twenty Full Members. Every member shall receive not less than 21 days’ notice of such meeting, specifying the reason(s) for its calling.
6.1 At a General Meeting the Chair or Deputy Chair shall preside or, in the event of neither of them being able to do so, such person as the meeting shall appoint.
6.2 No member shall have more than one vote except that in any case of equality of votes on a division, the Chair shall have a second or casting vote.
6.3 Twenty Full Members shall form a quorum.
- A quorum is not present within half an hour of the time appointed for the meeting:
b. During the meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the Executive Committee shall determine
6.5 The Chair must re-convene the meeting and must give at least seven clear day’ notice of the reconvened meeting stating the date, time and place of the meeting.ay,
6.6 If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present at the time shall constitute the quorum for that meeting.
6.7 The proceedings at any General Meeting shall not be invalidated by reason of any informality or irregularity in the convening thereof or otherwise.
6.8 The Chair may, with the consent of the Meeting, adjourn any General Meeting from time to time and from place to place but no business shall be transacted at an adjourned meeting other than business left unfurnished at the original meeting.
- A quorum is not present within half an hour of the time appointed for the meeting:
7.1 The honorary officers of the Association shall be:
8.1 The elected members of the Executive Committee shall comprise:
The honorary officers specified in the preceding clause.
Eight Full Members of the Association elected at the Annual General
8.2 The Editor of the AMIMB journal shall be ex-officio a member of the Executive Committee.
8.3 The Executive Committee shall have the power to co-opt up to three persons as members of the Committee, with the right to vote. Additionally, the Executive Committee may fill by co-option a vacancy which occurs in its membership between AGM’s.
8.4 The elected members together with any co-opted members shall constitute the trustees of the Association
8.5 At the Annual General Meeting in every year the officers and members of the Executive Committee shall be elected and shall take office at the conclusion of the meeting, serving thereafter until the next Annual General Meeting.
8.6 The election of officers and members of the Executive Committee may be by ballot at the Annual General Meeting or by postal voting prior to the Annual General Meeting (in which case votes shall be counted at the AGM) as decided by the current Committee. In the event of an equality of votes the issue shall be determined by the drawing of lots.
8.7 Nominations for officers and members of the Executive Committee must have the prior consent of the candidate and be received by the Secretary at least 14 days before the Annual General Meeting or such earlier time as the current Committee shall decide.
8.8 The Chair may not be elected to that office for more than three consecutive terms.
8.9 No member of the Executive Committee shall be eligible for election to the Committee for more than nine consecutive terms.
8.10 The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
8.11 The Association and the property and affairs thereof shall be under the control and management of the Executive Committee.
8.12 In addition to all powers hereby expressly conferred upon them, and without detracting from the generality of their powers under the last preceding or any other article, the Executive Committee shall have the following powers, namely:
To expend the funds of the Association in such a manner as they shall consider most beneficial for the purposes of the Association, and to invest in the name of the Association or the names of trustees such part thereof as they may see fit, and to direct the sale or transposition of any such investments, and to expend the proceeds of any such sale for the purposes of the Association
b To acquire in the name of the Association or in the names of trustees, build upon, pull down, rebuild, add to, alter, repair, improve, sell or dispose of, or otherwise deal with any land, buildings or premises for the use of the Association
c To enter into contracts on behalf of the Association, subject to such consents as are required by law
d Subject to such consents as are required by law, to borrow money upon the security of any of the property of the Association, and to grant or direct to be granted mortgages for securing the same
e To delegate all or any of their powers to any committee
f . To employ such officers and servants as may be required for the purposes of the Association
g. Generally to do all things necessary or expedient for the due conduct of the affairs of the Association not herein otherwise provided for.
8.13 The Executive Committee may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they may think fit, and a majority of members of the Committee shall be a quorum. Six members of the Committee may at any time, and the Secretary shall, upon request in writing of six members of the Committee, summon a meeting of the Committee. Notice of every meeting of the Committee stating the general particulars of all business to considered at such meeting, shall be given to each member of the Committee at least seven days before such meeting, unless urgent circumstances require shorter notice; but the proceedings of any meeting shall not be invalidated by any irregularity in respect of such notice, or by reason of any business being considered which is not comprised in the general particulars.
8.14 All questions shall be decided by the votes of the majority of members of the Executive Committee present and voting thereon at a meeting of the Committee. In the case of equality of votes the Chair shall have a second or casting vote.
8.15 The Executive Committee shall cause minute books to be kept of the proceedings at General Meetings of the Association and at meetings of the Executive Committee and shall cause entries to be made therein of all resolutions put to the vote and of the result of the voting and any such minutes signed by the Chair or by a member of the Executive Committee present at the meeting shall be sufficient evidence of the due passing of any resolution and of the voting in favour thereof.
- A member of the Executive Committee, as a trustee, shall cease to hold office if he or she :
- is disqualified from acting as a trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment of modification of the provision):
- ceases to be a member of the Association
- becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs:
- resigns as a trustee by notice to the Executive Committee ( but only if two trustees will remain in office when the notice of resignation is to take effect)
- is absent without the permission of the trustees from all their meetings heal within a period of six consecutive months, and the trustees resolve that his or her office by vacated.
- A member of the Executive Committee, as a trustee, must:
- declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Association or in any transaction or arrangement entered into by the Association which has not been previously declared: or arrangement entered into by the Association which has not be previously declared: and
- absent himself or herself from any discussions of the Executive Committee in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Association and any personal interest (including but not limited to any personal financial interest)
Any member of the Executive Committee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the Committee on the matter.
11.1 The Executive Committee shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of the Act).
11.2 The Executive Committee shall cause true and full accounts to be kept of the assets and liabilities, receipts and expenditure of the Association and shall cause an annual statement of the accounts to be prepared, this to be audited or independently examined under arrangements it has approved
11.3 The Executive Committee shall be responsible for the transmission of statements of account to the Charity Commission, for the preparation of an annual report and annual return and their transmission to the Commission. Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission.
11.4 The Honorary Treasurer shall receive all donations, legacies, subscriptions and other income to the funds of the Association and shall report the same from time to time, as soon as may be after receipt thereof, to the Executive Committee. The receipt of the Honorary Treasurer shall be valid discharge for any donation, legacy or any other monies paid, given or bequested to the Association.
11.5 One or more accounts shall be kept in the name of the Association at a Bank or Building Society to be approved by the Executive Committee. All cheques and drafts on the Association’s bankers shall be signed by not fewer than two members of the Executive Committee authorised by the Committee in that behalf.
11.6 The Executive Committee shall report to the membership as to the correctness of the balance sheet and the income and expenditure account (as determined by the audit or independent examination) and of the list of securities, and shall every year make such report thereon as they think proper.
11.7 The annual subscription shall be such amount as the Executive Committee shall decide from time to time.
12.1 Notice of resolutions to amend the Constitution must be submitted in writing to the Executive Committee at least 21 days before a General Meeting.
12.2 No change to the Constitution shall be permitted without a majority in favour thereof of two-thirds of those present and voting at a General Meeting; provided that no amendment of this Clause shall be made without the approval of the Charity Commissioners or other authority having jurisdiction under the Charities Act 1993.
13 All notices required to be served under this Constitution must be in writing and may be served upon recipients personally or by email or by post in a prepaid envelope (and may be enclosed as a separate document with any publication issued by the Association to its members) addressed to recipients at their registered addresses.
14. If the Executive Committee decides that it is desirable that the Association shall be dissolved it shall call a special General Meeting of the Association by giving not less than 21 days’ notice in writing to each Member stating the terms of any resolution to be proposed thereat. If it is decided at the special General Meeting by a simple majority of those present and voting that the Association shall be dissolved, the Committee shall wind up the Association’s affairs. Any assets remaining after satisfaction of any liabilities properly paid out shall not be distributed amongst the members but shall be given to such other appropriate charitable organisations as the Executive Committee shall, with the approval of the Charity Commissioners, decide.
This amended Constitution was presented at the Annual General Meeting of the Association of Members of Independent Monitoring Boards on 25 October 2011