Governance

Constitution of the Management Committee of Bow Brickhill Community Hall

1. Name
There shall be a Management Committee (“the Committee”) of Bow Brickhill Community Hall (“the Hall”).

2. Delegated Authority
2.1 The Committee shall operate as a sub-committee of, and under authority delegated to it by, Bow Brickhill Parochial Church Council (“the PCC”).

2.2 For the avoidance of doubt, it is noted here that:
(i) the legal owner of the Hall and its grounds is Diocesan Trustees (Oxford) Limited;
(ii) the beneficial owner of the Hall and its grounds is the PCC;
(iii) the PCC is currently exempt by statute from registering with the Charity Commission and therefore does not have a Registered Charity number; and
(iv) the PCC’s Gift Aid Claims Number is XR10281.

2.3 The PCC undertakes to maintain appropriate insurance cover, for the building, grounds and contents, for public liability, and for the general activities of the Committee in carrying out its functions under this Constitution (and in compliance at all times with any conditions of that insurance).

3. Aims
The aims of the Committee shall be:

3.1 to manage the Hall (situated at Church Road, Bow Brickhill, Milton Keynes, MK17 9LH) on behalf of the PCC and for the benefit and enjoyment of residents living in Bow Brickhill and the surrounding area;

3.2 to promote use of the Hall as a community facility and resource for the social, leisure, and educational interests of all residents of Bow Brickhill and the surrounding area;

3.3 to ensure that all sections of the community of Bow Brickhill and its surrounding area have opportunities to use the Hall and activities to meet their needs and interests;

3.4 to ensure that the Hall is accessible, fit-for-purpose and is meeting the needs of those who use it;

3.5 to:
(i) encourage use of the Hall by client groups of the former building on the Church Hall site, including:
• a Pre-School
• Brownies
• History Society
• Bow Brickhill Luncheon Club
• Bow Brickhill School
• Preserve Bow Brickhill
• Bow Brickhill `Drop-In’
• All Saints Church
• Guitar Group
• family groups celebrating events such as birthday parties; and

(ii) make the facilities available to other community groups and users (including for-profit users), as deemed appropriate and within the terms of the Committee’s aims;

3.6 to maintain a good working relationship with the PCC;

3.7 to maintain and from time to time enhance the facilities of the Hall in furtherance of these aims and for the benefit of the community;

3.8 to provide a report to the PCC on activity and future bookings of the Hall on a quarterly basis; and

3.9 to return to the PCC annually:
(i) an annual ground rent for the use of the Hall of £2,000, such rent to be reviewed by the PCC every five years from the data of adoption of this constitution;
(ii) such a sum of money as will contribute to the PCC's obligations in respect of the Hall arising from loan repayments, insurance, utilities, mainteance and other costs (where these are not met directly by the Committee);
(iii) in the Committee's discretion and subject to approval under paragraph 9.5(iv), any other amount available from surplus funds that will assist in the work of the PCC, having regard to the Committee's policies for mainteance, improvement and development of the Hall (in accordance with paragraphs 4.4, 4.7(ii), 6.6 and 6.7).

4. Powers
In order to achieve its aims the Committee may:
4.1 raise money;
4.2 open bank accounts;
4.3 manage bookings for the Hall;
4.4 develop appropriate policies, procedures, terms and conditions to ensure the safe and efficient running, operation, use and maintenance of the Hall;
4.5 set a range of fees for the use of the Hall, and any discretionary fee waivers or a fee discount policy for specified charitable or other users (including a fee waiver for reasonable use of the Hall by the PCC);
4.6 recruit volunteers and (with the agreement of, and through, the PCC) employ staff to assist in achieving its aims;
4.7 organise events for the purpose of:
(i) promoting the Hall as a community facility;
(ii) raising funds for its ongoing operations, maintenance and further improvement or development; or
(iii) otherwise pursuing its aims;
4.8 work with similar groups and exchange information and advice with them;
4.9 publish and distribute information in any appropriate form and through any appropriate medium in pursuance of achieving its aims, meeting its obligations, or exercising its powers under this Constitution; and
4.10 when necessary take all steps to apply for licences, approvals and all necessary permissions to manage the Hall and its grounds in order to maintain the property in accordance with its responsibilities under this Constitution.

5. Membership
5.1 Membership of the Committee shall be open to any individual who:
(i) resides within the parish boundaries of Bow Brickhill or is a nominated representative of a user of the Hall;
(ii) is aged 18 or over;
(iii) expresses an interest in helping the Committee to achieve its aims; and
(iv) is willing to abide by the rules of the Committee.

5.2 The Committee shall have three Officers who will be ex officio members of the Committee with the additional duties set out in paragraph 7. The Officers shall be: the Chairperson, the Treasurer, and the Secretary.

5.3 Each Officer:
(i) must meet the requirements of paragraph 5.1;
(ii) must be elected to their office at an Annual General Meeting (“AGM”) of the Committee held in accordance with paragraph 9; and
(iii) shall hold office from the end of that meeting until the end of the next AGM, but shall be eligible for re-election.

5.4 If any Officer ceases for any reason to fulfil the duties of their office or be a member of the Committee, the Committee shall as soon as practicable appoint to that office any individual who meets the requirements of paragraph 5.1. Such appointment is subject to the approval of the PCC.

5.5 In addition to the Officers, the Committee may have up to six other members:
(i) any person who meets the requirements of paragraph 5.1 may stand for election as a member of the Committee at an AGM held in accordance with paragraph 9;
(ii) nominated representatives of for-profit or commercial users of the Hall may not, at the time of their election, constitute more than one-quarter of the total membership of the Committee at that time; and
(iii) all Committee members shall retire from office together at the end of the next AGM but shall each be eligible to stand for immediate re-election.

5.6 Where there are more candidates for election than vacancies, whether as an Officer or as members of the Committee, any candidate who secures more votes of those present, eligible and voting at the relevant AGM than any other candidate shall be elected (subject to the requirements of paragraphs 5.5(ii) and 5.7).

5.7 In the interests of achieving a fair balance of community representation on the Committee:
(i) at least one member of the Committee must be a member of the PCC;
(ii) no more than three members of the Committee may at the same time also be a member of the PCC; and
(iii) no more than three members of the Committee may at the same time also be a member of the Bow Brickhill Parish Council.

5.8 In order to fill a vacancy in Committee membership that arises between annual general meetings, the Committee may appoint as a Committee member any individual who meets the requirements of paragraph 5.1, provided that the maximum number prescribed in paragraph 5.5 is not exceeded.

5.9 For the avoidance of doubt, the proceedings of the Committee shall not be invalidated by any failure to appoint, or by any defect in the qualification, election or appointment of, any Officer or member.

6. Committee Proceedings
6.1 The Committee may co-opt up to three individuals (who need not meet the requirements of paragraph 5.1), to act in an advisory and non-voting capacity where it feels that such co-option will help it to fulfil its aims. Any co-option takes effect from the date of co-option and shall expire one year later (or such earlier time as the Committee shall determine at the time of co-option). Any co-option may be renewed at the discretion of the Committee.

6.2 The Committee shall meet at least twice a year.

6.3 At least three Committee members must be present for a Committee meeting to take place and for it to be deemed quorate.

6.4 A Committee meeting may be held either in person or by suitable electronic means agreed by the Committee in which all participants may communicate with all other participants.

6.5 Voting at Committee meetings shall be by a show of hands or other visible affirmation and any matter on which a vote is taken shall be determined by a simple majority of those voting. If there is a tied vote, the Chairperson shall have a casting vote.

6.6 In carrying out its responsibilities under this Constitution, the Committee must ensure that all the buildings and other property of the Hall are at all times kept in good repair and are the subject of appropriate insurance in respect of all insurable risks including but not necessarily limited to fire, theft and public liability.

6.7 In pursuance of its responsibilities under paragraph 6.6, the Committee may, at intervals of not more than five years and with terms of reference that it deems appropriate, appoint a suitably qualified and independent person to conduct a review of the condition of the Hall and of its maintenance and development needs. The person appointed should submit a report of findings, conclusions and recommendations to the Committee, and the report should also be shared with the PCC.

6.8 The Committee shall have the power to remove any member of the Committee for reasonable and proper cause. In exercising this power:
(i) the decision of the Committee must take no account of any disability, political or religious affiliation, age, race, sex or sexual orientation or other protected characteristic;
(ii) the member concerned shall have the right to be heard by the Committee before any decision is made and to be accompanied by a friend or representative; and
(iii) if the member concerned is an Officer, any decision by the Committee to remove must also be approved by the PCC.

7. The Duties of the Officers
7.1 The duties of the Chairperson shall be to:
(i) chair meetings of the Committee and General Meetings; if the Chairperson is absent from a Committee meeting or General Meeting or is for some other reason unable or unwilling to preside those present shall, before any other business is transacted, appoint one of their number to chair the meeting (and if there is a tied vote during the meeting, that person shall have a second or casting vote).
(ii) represent the Committee at public functions and at meetings of other organisations; and
(iii) act as the spokesperson of the Committee when necessary.

7.2The duties of the Secretary shall be to:
(i) prepare in consultation with the Chairperson the agenda for meetings of the Committee;
(ii) take and keep minutes of all Committee and general meetings; and
(iii) collect and circulate any relevant information and papers within the Committee.

7.3 The duties of the Treasurer shall be to:
(i) supervise the financial affairs of the Committee, including responsibility for the effective management and oversight of the Hall’s finances, the prompt collection of hire and other fees for the use of the Hall, and the prompt payment of all outgoings and other liabilities of the Committee;
(ii) keep proper accounts that show all monies received and paid out by the Committee; and
(iii) make an annual financial report to the PCC, including presentation of the Committee’s accounts.

8. Finance
8.1 All monies received by or on behalf of the Committee shall be applied to further its aims.

8.2 Any bank accounts opened by or for the Committee must be in the name of the Committee.

8.3 Any cheques issued shall be signed by two members of the Committee. The Treasurer and two other members of the Committee shall be nominated by it for that purpose in a standing resolution (renewed annually) recorded in the Committee’s minutes.

8.4 The Committee may in its discretion pay reasonable and evidenced out-of-pocket expenses (including travel, childcare and meal costs) to its members or volunteers for actual costs incurred in supporting the discharge of their or the Committee’s responsibilities under this Constitution.

8.5 In discharging its responsibilities under this Constitution, the Committee must use its best endeavours to raise sufficient funds from user charges, donations and other sources to meet all known current and future outgoings on the Hall as they fall due (including those due to the PCC under paragraph 3.9). The Committee may not borrow money without the prior express approval of the PCC.

9. General Meetings
9.1 All individuals who meet the requirements of paragraph 5.1(i) and (ii) shall be entitled to attend and vote at a General Meeting of the Committee.

9.2 At least 14 days before the date scheduled for a General Meeting, the Committee shall use all reasonable means of promotion and publication bring to the date, time, agenda and venue or alternative form of the meeting to the attention of those individuals within paragraph 9.1.

9.3 A General Meeting may be held either in person or by suitable electronic means agreed by the Committee in which all participants may communicate with all other participants.

9.4 In addition to Officers and other members of the Committee, at least four individuals who meet the requirements of paragraph 9.1 must be present for any General Meeting to take place and for it to be deemed quorate. Unless otherwise required by this Constitution, any matter on which a vote is taken shall be determined by a simple majority of those voting.

9.5 The Committee shall convene an AGM every year as soon as practicable after the end of the Committee’s financial year. The business of the AGM shall include:
(i) receiving a report from the Chairperson on the Committee’s activities over the year;
(ii) receiving a copy of the annual financial report from the Treasurer to the PCC (prepared in accordance with paragraph 7.3((iii));
(iii) electing Officers and Committee members for the period following the end of the AGM;
(iv) approving the contribution to PCC funds to be paid from the previous year’s surplus in accordance with paragraphs 3.9 and 8.5;
(v) where, in the previous financial year, the Committee has received a report under paragraph 6.7, a copy of that report; and
(vi) considering any other matter appearing on the published agenda for the meeting.

10. Special General Meetings
10.1 Any General Meeting of the Committee other than the AGM shall be described as a Special General Meeting.

10.2 Any such meeting may be called by the Committee, or as directed by the PCC, or at the request of 10 or more individuals within paragraph 9.1, to discuss or decide any matters included in the notice of the meeting and published agenda.

11. Benefits to Committee Members and Conflicts of Interest
11.1 No Officer or member of the Committee may:
(i) receive any benefit in money or kind from the Committee other than in respect of expenses reimbursed in accordance with paragraph 8.4; or
(ii) have a financial interest in the supply of goods or services to the Committee unless with the explicit and exceptional approval of the Committee (in a resolution recorded in the Committee’s minutes).

11.2 The property and funds of the Committee must be used only for achieving or promoting the aims of the Committee, or for discharging its responsibilities, under this Constitution and do not belong to Committee members.

11.3 Where an Officer or Committee member has a conflict of interest affecting a policy or decision of the Committee, that individual member must:
(i) declare in advance the nature and extent of the interest to the Committee; and
(ii) to the extent that the matter is to be considered at a meeting –
(a) be absent for that item unless expressly invited in order to provide information;
(b) not be counted in the quorum for that part of the meeting;
(c) be absent during the vote; and
(d) not exercise any vote on the matter.

12. Alterations to the Constitution
Any changes to this Constitution must be agreed at a General Meeting by at least two-thirds of those individuals who meet the requirements of paragraph 9.1 who are present and voting at that Meeting.

13. Winding Up of the Committee
13.1 The Committee may be wound up at any time by a General Meeting by at least twothirds of those individuals who meet the requirements of paragraph 9.1 who are present and voting at that Meeting.

13.2 In the event of winding-up, any assets remaining after all debts have been paid shall be transferred to the PCC.

13.3 Any assets transferred to the PCC under paragraph 13.2:
(i) must be set aside and retained by the PCC until a new Committee can be constituted; and
(ii) may only be used by the PCC to discharge those obligations that would have been the responsibility of the Committee under this Constitution but for the winding-up.

14. Adoption and Implementation of this Constitution
14.1 This Constitution shall be deemed to be adopted when signed by those whose names and signatures appear in paragraphs 14A and 14B below (“the Signatories”).

14.2 As soon as possible after the adoption of this Constitution, the Signatories shall convene a Special General Meeting of the Committee in accordance with the requirements of paragraphs 9 and 10 for the purpose of electing the Committee’s first Officers and members.

14.3 For the purposes of paragraph 14.2 only, the Signatories shall be treated as if they were the Officers and Committee members referred to in paragraphs 9 and 10.

14.4 Those individuals who meet the requirements of paragraph 9.1 and who are present at the Special General Meeting convened under paragraph 14.2 shall, before any other business is transacted at that meeting, appoint one of their number to chair the meeting. If there is a tied vote during the meeting, that person shall have a casting vote.

14.5 Until Officers and Committee members are elected at the Special General Meeting convened in accordance with paragraph 14.2, the Signatories shall be authorised to act as if they were the Committee referred to in this Constitution.