Constitution of the Friends of Northam Square Hall

  Which was adopted on the fourth day of October 2025

1         The name of the Association is “the Friends of Northam Square Hall”

2         Administration

Subject to the matters set out below the Association shall be administered and managed in accordance with this constitution by the members of the Management Committee, constituted by clause 7 of this constitution

3         Objectives

The Associations objective is  to encourage and facilitate the Procurement of the Community Asset  now named The Northam Square Hall ( (once called the Leisure Centre by Northam Town Council

4         Powers

In furtherance of the objects but not otherwise the Management Committee may exercise the following powers

4.1      power to raise funds and to invite and to receive contributions provided that in raising funds the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

4.2      power to employ such staff (who shall not be members of the Management Committee) as are necessary for the proper pursuit of the objective and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

4.3      power to co-operate with other clubs, voluntary bodies and statutory authorities engaged in furtherance of the procurement of this Community Asset and to exchange information and advice with them;

4.4      power to support any charitable trusts, associations or institutions formed for the same purpose;

4.5      power to do all such lawful things as are necessary for the achievement of the objects.

5         Membership

5.1       Membership of the Association  shall be open to individuals who are interested in furthering the objects of the Association.

5.2      The Management Committee may unanimously and for good reason terminate the membership of any individual, provided that the individual concerned shall have the right to be heard by the Management Committee, accompanied by a friend or representative, before the final decision is made.

5.3      The Management Committee may create any class of member they deem necessary and may determine what benefits or rights such members may have, and may lay down procedures for the introduction of prospective new members to the Association The exercise of any such powers by the Management Committee shall be subject to ratification by the next annual general meeting of the Association  by means of appropriate amendment(s) to the byelaws of the Association .

6         Honorary Officers

At [the inaugural general meeting and] each [subsequent] annual general meeting of the Association  the members shall elect from amongst themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of the meeting.

7         Management Committee

7.1       The Management Committee shall consist of not less than five members and not more than eleven members being: a) the honorary officers specified in the preceding clause;2 b) not less than two and not more than seven members elected at the annual general meeting who shall hold office from the conclusion of the meeting.

7.2       All members of the Management Committee must be full current members of the Association in their own right.

7.3      The Management Committee may in addition appoint two co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Management Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Management Committee called under clause 10.1 and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.

7.4       All the members of the Management Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re elected or re-appointed.

7.5       The proceedings of the Management 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.

7.6       No person shall be appointed as a member of the Management Committee who is aged under 18 or who would if appointed be disqualified under the provisions of clause 8.

7.7       No person shall be entitled to act as a member of the Management Committee whether on a first or any subsequent entry into office until after signing in the minute book of the Management Committee a declaration of acceptance and willingness to act in the trusts of the Association

8          Determination of Membership of the Management Committee

A member of the Management Committee shall cease to hold office if he or she:

8.1       ceases to be a full current member of the Association or

8.2       becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; or

8.3       is absent without permission of the Management Committee from all their meetings held within a period of six months and the Management Committee resolve that his or her office be vacated; or

8.4       gives to the Management Committee notice that he or she wishes to resign with effect from a date at least one month after the date of the notice (unless there are exceptional reasons for shorter notice), but only if at least five members of the Management Committee remain in office when the notice of resignation is to take effect.

9         Meetings and Proceedings of the Management Committee

9.1       The Management Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any three members of the Management Committee upon not less than seven days’ notice being given to the other members of the Management Committee of the matters to be discussed but if the matters include appointment of a co-opted member then not less than 21 days’ notice must be given. All notices must be given in writing.

9.2       The chairman shall act as chairman at meetings of the Management Committee.

If the chairman and Voice Chairman are absent from any meeting, the members of the Management Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

9.3       There shall be a quorum when at least one-third of the members of the Management Committee for the time being or three members of the Management Committee, whichever is the greater, are present at the meeting.

9.4       The Management Committee (Secretary or any member of the Committee if the Secretary is absent) shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Management Committee and any sub-committee.

9.5      The Management Committee may from time to time make or alter the byelaws of the Association Any such addition or alteration to the byelaws must be laid before the next annual general meeting of the Association for ratification. No byelaw, rule, standing order or other regulation may be made which is inconsistent with this constitution. 1

9.6       The Management Committee may appoint one or more advisory or sub-committees consisting of three or more members of the Management Committee for the purpose of making any enquiry or supervising or performing any function or duty which in the opinion of the Management Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any sub-committee shall be fully and promptly reported to the Management Committee.

9.7       The Management Committee shall ensure that at all times the Association and its members shall comply with all legal requirements in force from time to time and any rules appertaining to the conduct of the activities being undertaken

10       Receipts and Expenditure

10.1     The funds of the Association, including all donations, contributions and bequests, shall be paid into an account operated by the Management Committee in the name of the Association at such bank or building society as the Management Committee shall from time to time decide. The Association may operate more than one bank account. All cheques drawn on the Associations bank account must be signed by two members of the Management Committee.

10.2     The funds belonging to the Association shall be applied only in furthering the objective.

11       Annual General Meeting

11.1     There shall be an annual general meeting of the Association which shall be held each year within two months of the end of the Association’s financial year or as soon after as is practicable.

11.2     Every annual general meeting shall be called by the Management Committee. The Secretary shall give at least 21 days’ notice of the annual general meeting in writing to all the members of the Association All members of the Association shall be entitled to attend and vote at the meeting.

11.3     The chairman of the Association then in office shall be the chairman of each annual and extraordinary general meeting, but if he or Vice Chairman are not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.

11.4     The Management Committee shall present to each annual general meeting the report and accounts of the Association for the preceding financial year.

11.5     Nominations for election to the Management Committee must be made by members of the Association in writing and must be in the hands of the Secretary to the Management Committee at least 14 days before the annual general meeting. The person nominated must confirm in writing his or her willingness to stand. Should nominees exceed vacancies, election shall be by ballot.

12       Special General Meetings

The Management Committee may call a special general meeting of the Association at any time. If at least 20% of the Association’s membership or 50 members, whichever is less, request such a meeting in writing stating the business to be considered the Secretary shall call such a meeting. At least 21 days notice must be given. The notice calling the meeting must state the business to be discussed.

13       Procedure at General Meetings

13.1     The Secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every general meeting of the Association ..

14       Notices

Any notice required to be served on any member of the Association shall be in writing and shall be served by the Secretary or the Management Committee on such member either personally or by sending it through the post in a prepaid letter addressed to the 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.

15 Voting   Every member shall have one vote on any resolution on which he is entitled to vote. Every resolution shall be decided by a majority of votes by those present and entitled to vote on the question but in the case of a tied vote the Chairman of the meeting shall have a second and casting vote.

16       Alteration to the Constitution

The constitution may be altered by a resolution supported by not less than two-thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

17       Dissolution

If the Management Committee decides that it is necessary or advisable to dissolve the Association it shall call a meeting of all members of the Association of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is supported by two-thirds of those present and voting the Management Committee shall have power to realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the Association as the members of the Association may determine.

18       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 Management 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.