THE NOT FORGOTTEN NORTHERN IRELAND
Registered Charity: NIC100602
CONSTITUTION
1. The name of the Charity shall be THE NOT FORGOTTEN NORTHERN IRELAND, hereafter referred to in this document as the NFNI.
2. The object of the NFNI is:
To act for the benefit of disabled and wounded Service and Ex-Service personnel in Northern Ireland, by the organisation and provision of social and recreational activities.
This includes:
The provision of home entertainment, outings and/or holidays.
The provision of social and recreational activities, including in hospital and care homes.
3. Management
The NFNI shall be directed by an Executive Committee consisting of a Chairperson, Vice-Chairperson, Honorary Secretary, Honorary Treasurer and Events Coordinator, who will not only comprise the Officers and Presiding Members of the NFNI, but also the charity's Trustees, in accordance with the Charities Act (Northern Ireland) 2008. The Officers, so described, shall be either elected or confirmed in office at an Annual General Meeting by a simple majority vote of registered members.
The Executive Committee may elect up to twelve individuals to serve as Registered Volunteers of the NFNI and members of a General Committee under its administrative direction.
If the Executive Committee considers that it is in the best interests of the NFNI, e.g., because of specialist knowledge, it may co-opt a maximum of four individuals to augment membership of either the Executive or General Committee. Executive and General Committee members should be able and willing to attend the majority of respective meetings.
Any member absenting themselves from three consecutive meetings without good reason, may be asked to resign from office. If in such circumstances, any person refuses to resign, they may be disqualified from membership by a majority vote of the Committee. In the case of a tied ballot, the Chairperson will have a casting vote in addition to any other vote they exercise.
An Executive Committee Member's appointment automatically terminates if he or she:
· is disqualified under the Charities Act from acting as a Charity Trustee.
· is incapable whether mentally or physically, of managing his or her own affairs.
· resigns by written notice to the trustees.
· is removed by resolution of no confidence passed by at least two thirds of the Members present and voting at an Annual General or Special General Meeting after the meeting has invited the view of the person concerned and considered the matter in the light of such views.
A technical defect in the appointment of a trustee of which the trustees are unaware at the time does not invalidate the decisions taken at an Executive Committee meeting.
4. Committee Meetings – Policy and Procedure
The Executive Committee and General Committee shall meet not less than four and two times per year, respectively. A quorum at respective meetings shall be one third of the voting membership.
Although not eligible to vote, the President of the NFNI may attend any Committee Meetings, should they so wish.
Committee Members, including any person co-opted onto a committee, will be afforded equal voting rights at respective Committee Meetings. All decisions will be decided by a simple majority of those present and able to vote. In the event of an equal number of votes cast, the Chairperson shall exercise a casting vote in addition to any other vote they might have.
Minutes shall be taken at all meetings by the Honorary Secretary who will be responsible for the accurate recording of all proceedings and resolutions. At the commencement of all meetings, the Committee shall agree that the minutes of the previous meeting are an accurate record of those proceedings, and the Chairperson shall sign them in witness to that effect.
A declaration by the Chairperson of the meeting that a resolution has been carried either unanimously, or carried by majority, or lost shall be recorded to that effect in the minutes of the meeting and regarded as conclusive evidence of the fact.
The Executive and General Committee shall be responsible for the following:
· All policy matters in connection with the running of the NFNI.
· The appointment of Officers of the NFNI.
· The appointment of, or delegation of any of its powers which it considers expedient, to a sub-committee, provided that the minutes of any sub-committee meetings are submitted to the Executive Committee for approval as soon as is practical.
· The convening of General Meetings of the NFNI.
5. General Meetings – Policy and Procedure
An Annual General Meeting shall be held each year to which major sponsors and others may be invited to attend as non-voting guests.
The President, Vice Presidents, Trustees and Registered Volunteer Members may vote at an Annual General Meeting,
Annual General Meetings shall be chaired by the Executive Committee Chairperson, whose duties will include presenting a report on the work of the NFNI for the preceding year, together with the independently examined accounts for the same period.
Those present who are able to vote shall, in the case of a vacancy, either elect, or, when all positions are occupied, confirm in their office, all members of the Executive Committee.
Honorary Vice Presidents may be elected by majority vote upon a published agenda resolution at an AGM, for members who have performed outstanding service to the NFNI.
A Special General Meeting may be held at any time to transact any unforeseen, urgent business of the NFNI. The decision of the Executive Committee as to whether any business is urgent, unforeseen, and worthy of a Special General Meeting shall be final.
An Extraordinary General Meeting may be convened either by the decision of the Executive Committee, or upon written request of not less than five registered volunteer members. In either case, the precise details that warrant the holding of an Extraordinary General Meeting must be registered and notified to all members at least 14 days before any such meeting is held.
6. Convening Annual, Special and Extraordinary General Meetings
Annual General Meetings shall be convened by the issue of a notice to each registered member of the NFNI at least fourteen days before the date of the meeting. Notice may be given:
· Personally or
· By sending it by post in a prepaid envelope addressed to the member at his or her address; or
· By leaving it at the address of the member; or
· By sending it using electronic communications to the member's address.
A member who does not register an address with the NFNI or who registers only a postal
address that is not within the United Kingdom shall not be entitled to receive any notice from
the Association.
A member present in person at any meeting of the Branch shall be deemed to have received
notice of the meeting and of the purposes for which it was called.
Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.
Any unintentional omission to give notice to, or the non-receipt of a notice by any person entitled to receive said notice shall not invalidate proceedings at that meeting unless said omissions exceed one third of the voting membership.
7. Regulatory Compliance
As a Registered Charity, the NFNI complies fully with the Charities Act (Northern Ireland) 2008 and such further regulatory provisions and acts as shall be brought into law. These statutes lay down legally binding standards of governance, administration, regularity, accountancy and reporting. It also places legally binding responsibilities on trustees.
In order to meet the requirements of the Acts:
All records shall be kept at the registered address of the NFNI.
The Treasurer of the NFNI shall be its fund controller and will be notified to the Charity Commissioners as such.
The Treasurer shall open bank accounts and shall be mandated to the bank by the Board of trustees as the cheque signatory along with two other persons agreed annually by the trustees.
Payment of all expenses and receipts of all income necessary for the proper administration of the NFNI is delegated to the Treasurer.
The Treasurer is to prepare an Annual Financial Report as at 31 March which is to be
independently examined by a suitably capable person, or by other external scrutiny, including
audit, if required by law or by the Trustees, in accordance with The Charities (Accounts and
Reports) Regulations (Northern Ireland) 2015.
Following any independent examination, or if necessary, any other external scrutiny of the Annual Financial Report, and its acceptance at the AGM; the Treasurer should file the document with the Charity Commission if and as required by them.
8. Amendment to the Constitution
The Constitution may be repealed, added to, or otherwise amended (but not in a way which alters the Objects of the Association, vide paragraph 2, page 1, or makes the charity cease to be a charity at law), by resolution carried at a General Meeting of the Association, by not less than two thirds of those present who are entitled to vote.
A copy of the resolution amending the Constitution should be sent to the Charity Commission within twenty-one days of it being passed.
9. Dissolution
The NFNI may be dissolved by a resolution to that effect passed by a majority of two thirds of the Members of the NFNI present at a Special General Meeting called for the purpose, provided that the object of the meeting be specifically stated on the notice convening it. The fourteen days' notice, in addition to being sent to members shall be published in the Belfast Telegraph newspaper.
In the event of dissolution, the Executive Committee shall realise the assets and discharge all of the liabilities of the NFNI and pay over the balance (if any) to the Not Forgotten (England & Wales Charity, Registration Number 1150541), or to such charitable body or bodies engaged on work for the benefit of Service and Ex-Service personnel, as the Executive Committee shall think fit, subject to the approval and consent formally expressed and obtained of the Charity Commissions or of such other authority as may be competent.
Benjamin Higgins B.E.M.
Chairperson of THE NOT FORGOTTEN NORTHERN IRELAND
Date 18 May 2023