TAFN Constitution – July 2015 - The Accessible Friends Network

The accessible friends network Constitution

Amended on the 19th day of February 2006, the 14th day of June 2009, the 13th day of December 2009, the 12th day of September 2010, the 15th day of April 2012 and the 31st day of July 2015. 8th day of January 2021 (to reflect earlier changes not previously recorded)

A Name

The name of the Association is the Accessible Friends Network (TAFN).

B Administration

Subject to the matters set out below the Charity shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause G and H of this Constitution (“the Executive Committee”).

C Objects

The objects of the Charity. The relief of persons who are blind or partially sighted by the provision of support, advice, information, education, training and such other services as the Trustees deem necessary, with a view to assisting such persons to develop their potential and therefore improve their conditions of life.

D Powers

In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
1. Power to raise funds and to invite and receive contributions Provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
2. Power to establish or support any charitable trusts, associations or Institutions formed for all or any of the objects;
3. Power to appoint and constitute such advisory committees as the Executive Committee may think fit;
4. Power to do all such other lawful things as is necessary for the Achievement of the objects.

E Membership

1. UK Membership.
1.1. UK Membership is available to any person who meets the following criteria.
1.1.1. Any person who is blind or visually impaired or who is the parent, child, brother, sister or partner of a blind or visually impaired person who is already a full member of the charity, and
1.1.2. Is a permanent resident of the UK, and
1.1.3. Is over the age of 18, and
1.1.4. Pays the subscription fees as laid down from time to time, and
1.1.5. Shows an interest in furthering the objects.
1.2. All UK Members shall have one vote.
1.3. All UK Members are able to stand on or be nominated for any committees including the Executive Committee.

2. Overseas Membership.

2.1. Overseas Membership is available to any person who meets the following criteria.
2.1.1. Any person who is blind or visually impaired or who is the parent, child, brother, sister or partner of a blind or visually impaired person who is already a full member of the charity, and
2.1.2. Is a permanent resident of a country outside the UK, and
2.1.3. is over the age of 18, and
2.1.4. Pays the subscription fees as laid down from time to time, and
2.1.5. Shows an interest in furthering the objects.
2.2. All Overseas Members shall have one vote.
2.3. All Overseas Members are able to stand on any committees but are restricted to standing only for Executive Officer positions on the Executive Committee.
2.4. All non UK members who were classed as Associate members prior to the amendments passed by Resolution RES002 are hereby re-classified as Overseas Members.

3. Associate Membership.

3.1. An Associate Membership may be offered to any person that does not meet the requirements for Full Membership at the discretion of the executive committee if it feels that it is in the interests of furthering the objects.
3.2. Associate members shall be treated as full members in all regard other than they are not entitled to a vote and cannot be nominated to stand on the Executive Committee.

4. Life Membership.

4.1. The Executive Committee may award any person a life membership waiving all fees that would normally be levied provided it can demonstrate that the person qualifies according to the guidelines set out in the document resexec001. In addition the total number of such memberships awarded in the preceding 12 month period must not exceed 5% of new Full Memberships in the same 12 month period or 5 whichever is the greater.
4.2. The executive Committee agrees to honour the terms of any Life Memberships previously granted but will not offer any further such memberships other than in accordance with the terms of the clauses laid out above concerning life membership.

5. Membership Refusal and Induction

5.1. The Executive Committee has the right under exceptional circumstances to refuse membership to any to an individual where acceptance would be deemed to be detrimental to existing members.
5.2. The Executive Committee has the right to enforce a 6 month induction period for any new member where it feels there is suitable justification to do so.

6. Membership Termination and Suspension

6.1. The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual: Provided that the individual Concerned shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.
6.2. The Executive Committee shall have the right to suspend the membership of any member for the period of up to 6 weeks, (to be known as a cooling off period) in order to deal with any disputes.
6.3. The Executive Committee has the right to call into force the attached code of conduct, passed by the membership for the purpose of justification of membership termination or suspension or such other disciplinary action as is deemed appropriate.

F Meetings

For the purpose of this document and unless explicitly stated the definition of a valid meeting is where all participants are given ample opportunity and have the means to attend at the same time, clearly hear all the proceedings and are able to make their own views heard verbally should they wish to. There is no requirement for the proceedings to take place with participants physically present and the meeting will be valid with people present either physically or virtually or a combination of the two as long as the core principle of this clause is satisfied. Examples of valid meetings include but are not limited to proceedings where all or some participants attend either in person or using VoIP hardware or software or using telephone or video conferencing solutions.

G Executive Committee.

1. Committee Structure
1.1. The Executive Committee shall consist of no less than four and no more than ten members.
1.2.1. The Executive Committee must at all times include the four core
positions being Chair, Treasurer, Secretary and Webmaster.
1.2.2. additionally the posts of Vice Chair, Data controler, Vice
Treasurer and Financial Overseer
must be filled, either by appointing separate members to the posts or
nominating appropriate Executive Committee members to fulfill these
functions
as prescribed in the following clauses.
1.2.3. The Chair may not be nominated to fill the position of Vice
Chair.
1.2.4. If the Chair is not nominated to fill the position of Vice
Treasurer,
he or she will assume the position of Financial Overseer by default.
1.2.5. No member of the Executive Committee may fill more than one of the
three financial roles simultaneously, i.e. Treasurer, Vice Treasurer or
Financial Overseer.

1.3. In Addition to the core positions the Executive Committee may comprise of any number of other members up to the maximum as specified in sub-clause 1.1 of this clause. The duties and responsibilities of these positions may be determined by the Executive Committee as it deems necessary.
1.4. The Executive Committee may at any time choose to co-opt a member onto the committee as long as the appointment is not to fill one of the core positions and provided that the appointment would not result in there being more than 2 co-opted members on the Executive Committee.
1.5. The appointment of co-opted members must be done at a meeting of the Executive Committee and the appointee shall take office at the end of the meeting unless the appointment is to fill a position that is not yet vacant in which case the appointee will take office when the position becomes vacant.
1.6. All positions on the Executive Committee shall be filled by means of the election procedure as described in sub-clause 3 of this clause. The exception is when members are co-opted or in the case where a replacement is appointed in the event of an Executive Committee member either stepping down or being removed from the Executive Committee prior to the end of the term in which case the procedure as detailed in sub-clause 4 of this clause should be used.
1.7. The term of office of the Executive Committee shall be 2 years to run from the date of the special meeting at which the results of the last full election were announced. At the end of this term all Executive Committee members must step down regardless of whether they have served for the entire term or if they join the Executive Committee mid term although they may be re-elected or re-appointed.
1.8. 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.
1.9. The Executive Committee may appoint one or more sub-committees consisting of one or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

2. Eligibility

2.1. A member must fulfil all the criteria below before they are eligible to stand for election to, or to be co-opted onto, the Executive Committee. At the time the member would take office they must:-
2.1.1 be aged over 18;
2.1.2 have been a full member for at least one year;
2.1.3 not be related to or a partner of any other person on the Executive Committee or who is standing for election to the Executive Committee at the same time;
2.1.4 not currently be serving a ban or suspension from the charity or have served a ban or suspension from the charity in the last 2 years;
2.1.5 sign a volunteer agreement; and
2.1.6 satisfy any and all other criteria specified throughout this document.

3. Executive Committee Election Procedure

3.1. The procedure for a full Executive Committee election is as follows.
3.1.1 46 days prior to the annual general meeting the Secretary will announce to the membership that the Executive Committee will be standing down before the AGM and that the process for selection of a new Executive Committee is now beginning. This notice will include a list of the positions that are available, a brief description of the duties and responsibilities of each role and the criteria a member must meet in order to be eligible to stand. This notice will also include notice of the special meeting at which the new Executive Committee will be announced and officially take office to be held 14 days prior to the annual general meeting
3.1.2 Members that wish to stand for a role within the Executive Committee should contact the secretary by email no later than 31 days prior to the date of the annual general meeting. Members may only put themselves forward for one position.
3.1.3 30 days prior to the annual general meeting no further applications will be accepted and,, 29 days prior to the annual general meeting, the secretary shall inform the membership of all the names of the people standing and which positions they are standing for.
3.1.4 If more than one application is received for a position, a vote by email and/or other suitable electronic means will be conducted amongst the membership with the candidate receiving the most votes securing the position.
3.1.5 If only one applicant stands for a position then the membership will be asked to participate in a confidence vote conducted by email and/or other suitable electronic means where the applicant will be required to receive a minimum number of yes votes equal to a third of the membership or 20 whichever is the lesser before being deemed to have secured the position.
3.1.6 The voting period for contested positions and the confidence votes for uncontested positions will be conducted simultaneously and will start on the day that all applicants are announced and end 15 days prior to the annual general meeting.
3.1.7 For confidence votes, If the applicant does not receive the required number of votes and the position is one of the four core positions then it is the responsibility of the Executive Committee to seek other applications from members until a suitable candidate who passes a confidence vote can be found. If the position is not one of the four core positions then the Executive Committee may choose to seek alternative applicants or to leave the position vacant.
3.1.8 14 days prior to the annual general meeting a special meeting will be held to announce all the successful applicants. The incoming Executive Committee members will officially take office at the end of this meeting.

4. Filling positions vacated mid-term

4.1. Core Positions
4.1.1 If the position of Chair is vacated prior to the end of an Executive Committee term then the Vice Chair will automatically take on the post of Acting Chair until a replacement Chair can be elected using the normal Executive Committee election procedure. This process should be undertaken within three months of the position becoming vacant unless it is less than six months until the end of the term in which case the Vice Chair may continue as Acting Chair until the end of the term.
4.1.2 If one of the other three core positions is left vacant mid-term than the position should be offered to the person who received the next highest number of votes at the last election. If the number of votes they received at the election was less than the number required to satisfy a confidence vote as detailed in sub-clause 3.1.5 of this clause then the members should be asked to vote again confirming their confidence in the applicant.
4.1.3 If the position was not contested at the last election, or the approached person does not want to take up the position or they are no longer eligible and it is 6 months or more until the end of the term then an election for this position should be held using the normal Executive Committee election procedure. If it is less than six months to the end of the term then the Executive Committee may choose to leave the post vacant until the next election.
4.2. Non Core Positions
4.2.1 If a position other than one of the four core positions is vacated mid-term then the Executive Committee may choose to leave the post vacant, offer it to the applicant with the next highest number of votes, hold a new election for the post or co-opt someone into the post providing this will not exceed the maximum number of co-opted Executive Committee members allowed as specified in sub-clause 1.4 of this clause.

H Determination of Membership of Executive Committee

1. A member of the Executive Committee shall cease to hold office if he or she:
1.1. is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the charities Act 1993 (or any statutory re-enactment or modification of that provision);
1.2. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
1.3. is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated;
1.4. notifies the Executive Committee, preferably giving 1 month’s notice, of a wish to resign (but only if at least four members of the Executive Committee will remain in office when the notice of resignation is to take effect).; or
1.5. if a two thirds majority vote of the other Executive Committee members is secured evidencing the belief that it is no longer in the interests of the charity that the person serve on the Executive Committee.

I Executive Committee Members not to be personally interested

1. Subject to the provisions of sub-clause 2 of this clause, no Executive Committee member shall receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Charity.
2. Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Charity: Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

J Meetings and proceedings of the Executive Committee

1. The Executive Committee shall hold committee meetings at least once a month for the purpose of administration of the charity.
2. A special meeting may be called at any time by the Chair or by any two members of the Executive Committee upon not less than 36 hours’ notice being given to the other members of the Executive Committee of the matters to be discussed.
3. The Chair shall act as chair at meetings of the Executive Committee. If the Chair is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chair of the meeting before any other business is transacted.
4. There shall be a quorum when at least one half of the number of members of the Executive Committee or four members of the Executive Committee, whichever is the greater, are present at a meeting.
5. Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chair of the meeting shall have a second or casting vote. Voting will generally be verbal although where written voting is necessary, this will be in electronic format.
6. The Executive Committee shall keep minutes, in electronic form kept for the purpose of the proceedings at meetings of the Executive Committee and any sub-committee.
7. The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

K Receipts and expenditure

1. The funds of the Charity, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
2. The funds belonging to the Charity shall be applied only in furthering the objects.

L Accounts

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
1. the keeping of accounting records for the Charity;
2. the preparation of annual statements of account for the charity;
3. the auditing or independent examination of the statements of account of the Charity; and
4. The transmission of the statements of account of the Charity to the Commission.

M Annual Report

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.

N Annual Return

O Annual General Meeting

1. There shall be an annual general meeting of the Charity which should be held no more than 16 months after the previous annual general meeting.
2. Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 42 days’ notice of the annual general meeting to all the members of the Charity. All the members of the charity shall be entitled to attend and vote at the meeting.
3. The current Chair of the charity will be the chair of the annual general meeting, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chair of the meeting.
4. The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.

P Special General Meetings

The Executive Committee may call a special general meeting of the Charity at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 48 hours (but may be flexible depending on the circumstances of the matter) notice must be given. The notice must state the business to be discussed.

Q Procedure at General Meetings

1. The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.
2. There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present at any general meeting. A general meeting shall be deemed to have taken place when calling together members via voice conferencing facilities over the internet, due to the far reaching membership, and any voting will be valid either verbally or in electronic form.

R Notices

Any notice required to be served on any member of the Charity shall be in Electronic form and shall be served by the secretary or the Executive Committee on any member either by e-mail or by sending it through the post, where necessary in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting. Any e-mail sent shall have been deemed to have been received by a member within a period of 7 days. Notices of general meetings will be sent via e-mail, where ever possible and will be served no less than 7 days before the general meeting.

S Alterations to the Constitution

1. Subject to the following provisions of this clause the Constitution may be altered by a Resolution passed by not less than two thirds of the members participating in a vote. All members will be given the option to vote either at a General meeting, or by a suitable electronic method such as email or another appropriate internet based voting system. A notice of the vote will be issued at least 14 days prior to the commencement of the vote and the voting period will last for no less than 7 days. The General Meeting will be held on the first day of the voting period. Notice of the vote must include notice of the resolution, setting out the terms of the alteration proposed.
2. No amendment may be made to clause A (the name of charity clause), clause C/(1)/(2) (the objects clause), clause I (Executive Committee members not to be personally interested clause), clause T (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
3. No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
4. The Executive Committee should promptly send to the Commission a copy of any amendment made under this clause.

T Dissolution

If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realize any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.

U Arrangements until first Annual General Meeting

Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document. This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

The Accessible Friends Network (TAFN).
Shared Vision Through Friendship.
Registered Charity in the UK, Number: 1108043
Registered Address: BCM TAFN WC1N 3XX
Helpline: 0203 2909254, E-Mail: info@tafn.org.uk, web: www.tafn.org.uk