CONSTITUTION AND RULES
Adopted at the Kidderminster Town Centre Partnership AGM 1st March 2004
TITLE
1. The Partnership's full, official title shall be“Kidderminster Town Centre Partnership”.
OBJECTIVES
2. The objectives of the Partnership are to:
a. set the broad direction of a Town Centre Initiative, taking into account the needs of Town Centre customers, workers, residents, visitors,businesses and property owners;
b. serve as a Partnership for all partners to communicate and consult witheach other, and co-ordinate their activities so as to realise their sharedaspirations for Kidderminster Town Centre;
c. co-ordinate the activities of the various Town Centre service providersand those responsible for meeting the needs of Town Centre users;
d. foster a Customer Care philosophy amongst all providers of TownCentre services;
e. promote improvements to, and further development of, theappearance, function, facilities, buildings and amenities ofKidderminster Town Centre;
f. develop a marketing and promotional strategy for Kidderminster TownCentre;
g. inform and advise the relevant committees of the LocalAuthority/Authorities on aspects of their responsibilities for Kidderminster Town Centre and its environs via an annual report to the District Council's Overview and Scrutiny Committee for Environment and Development or such other Committee as shall have within its' terms of reference Town Centre Development
h. prepare and agree an Action Programme/strategy for Kidderminster Town Centre in accordance with the approved policies of the Local Authorities, and others as appropriate;
j. seek funding opportunities for the implementation and furtherance of a Town Centre Action Programme/Strategy.
AREA
3. The area defined as Kidderminster Town Centre for the purposes of the Partnership; principal activities shall be that shown on the attached plan as approved at the Inaugural Meeting. The Partnership's considerations may extend beyond this area to any other areas accepted by the Partnership as having an influence or affect upon the area defined.
POWERS
4. In furtherance of its objectives, the Town Centre Partnership may exercise thefollowing powers:
a. It may print, publish, sell, circulate and otherwise distribute informationin the form of newsletters, press releases, circulars, leaflets, guidesand other printed matter; provided that the wording of such has been approved by the Chairman (or in the absence of the Chairman the Vice-Chairman and the District Council's Officer representative and that they contain no information of a political defamatory or personal nature
b. It may organise, participate in and/or attend relevant study tours, excursions, exhibitions, conferences and similar events;
c. It may invite and accept subscriptions, grants and donations and apply same for the agreed purposes of the Partnership;
d. It may raise funds provided that in doing so it shall not undertake any substantial permanent trading activities and shall comply with any relevant requirements of the law;
e. shall invest all monies not immediately required for the furtherance of the objectives of the Partnership in such a manner as may be deemed expedient by its members.
f. It may enter into contracts to procure goods or services to be used wholly and directly in the futherance of the objects of the Partnership
g. It may insure and indemnify its members from and against risks incurred in the proper performance of their duties and to pay premiums for indemnity insurance to cover the liability of members for negligent default breach of duty or trust in relation to the Partnership but this insurance may not extend to any claim arising from any act or omission which the member knew was a breach of duty or trust or which was committed by a member in reckless regard of whether it was a breach of duty or trust.
MEMBERSHIP
5. Membership of the Partnership shall be open to any business, organisation, authority or person whose interests are deemed to coincide with the objectives of the Partnership but shall include a named representative from each of the following organisations. (see Appendix 1) A list of all members shall be kept and made available for inspection by the Chairman.
SUBSCRIPTIONS
6. The Partnership reserves the right to levy a membership subscription
MEETINGS
7. An Annual General Meeting shall be held each year at such time and place as may be determined by the elected Steering Group, at intervals not to exceed 15 months.
8. The composition of a Partnership Steering Group shall be agreed at each Annual General Meeting for the subsequent year, and the elected Steering Group shall meet a minimum of four times a year at quarterly intervals.
9. Extraordinary General Meetings shall be held as required, either on summons by the Steering Group, or upon requisition made in writing to the Chairman by not less than one-fifth of the total membership, giving at least 7 days notice.
ANNUAL GENERAL MEETINGS
10. Notification of time and place of any Annual General Meeting shall be circulated to all members at least 21 days in advance. Items for inclusion on the agenda must be received by the current Chairman not less than 14 days prior to the meeting. The Agenda for such meetings must be circulated to all members not less than 7 days in advance of the date of the meeting. Items other than those specified on any Agenda may be discussed as "Any Other Business" at the discretion of the meeting on the day.
11. The Chairman or Vice-Chairman shall preside at each Annual General meeting. If neither is present, the meeting shall elect a temporary Chairman for the duration of the meeting.
12. At every third AGM the Chairman shall resign and the members of the Partnership shall by majority vote appoint the Officers of Chairman and Vice-Chairman.
13. A quorum at a General Meeting shall consist of 10 members. if a quorum is not formed within half-an-hour of the time appointed, the meeting shall be postponed to a later date.
14. In the event of the need to adjourn a meeting, a minimum of three days notice shall be given.
15. At each Annual General meeting there shall be laid before the meeting a Chairman's Report and also, where applicable, the Accounts and Balance sheet of the Partnership, for formal adoption.
16. At all General meetings, each organisation present shall have one vote. In the event of any equality of votes cast, the Chairman may exercise an additional or casting vote.
17. The Minutes of the proceedings of all General Meetings shall be circulated to all members
STEERING GROUP MEETINGS
18. At the first Steering Group Meeting after each Annual General Meeting, the Steering Group shall elect a Chairman and a Vice-Chairman, appoint a Treasurer and a Secretary, and agree a programme of meetings for the forthcoming year.
19. The elected Steering Group is empowered to co-opt additional members from time to time, as it feels fit, in order to bring specialist skills to specific projects and/or issues. Such co-opted members shall not have voting powers.
20. The quorum for a Steering Group Meeting shall be 5 elected members. If a quorum is not formed within half-an-hour of the time appointed, the meeting shall be postponed to a later date.
21. Agendas for Steering Group meetings shall be circulated at least 7 days in advance.
22. If an elected member of the Steering Group, or his/her appointed representative, fails to attend three consecutive meetings, then he/she shall cease to be a member of the Steering Group, unless the failure to attend is due to a reason previously communicated to, and approved by, the Steering Group.
23. The Steering Group may from time to time delegate tasks or activities to purpose specific Sub-committees or Working Groups, which, in turn, shall report back to the Steering Group. Such Sub-committees and Working Groups shall be entitled to co-opt further members from within the Partnership, or from outside, in order to bring specialist skills to specific tasks or activities. Such co-opted members shall not have voting powers.
24. At all Steering Group meetings, each elected member present shall have one vote. In the event of an equality of votes, the Chairman shall have an additional or casting vote.
EXTRAORDINARY GENERAL MEETINGS
25. The procedures for Extraordinary General Meetings shall be as for Annual General Meetings as per 10, 11, 12, 13,15 and 16 above.
ACCOUNTS AND AUDIT
26. Where applicable, the Treasurer shall be responsible for the proper keeping of the books and accounts of the Partnership. Where appropriate, these will be audited by one or more Auditors to be appointed by the Annual General Meeting.
27. All accounts shall be operated in the name of the Partnership, employing two approved signatories from within the elected Steering Group membership, normally the Treasurer and one other.
28. The funds of the partnership shall be applied only in furthering the objectives
ALTERATIONS TO THE CONSTITUTION AND RULES
29. The constitution and Rules may be amended altered or varied only at any Annual General Meeting, or at an Extraordinary General Meeting convened for that proposed, by a majority of at least three-quarters of the eligible representatives present and voting, provided notice has been given to members at least 14 days prior to the date of such a meeting, to include the particulars of the changes proposed.
TRUSTEES
30. The Trustees shall be the elected officers (Chairman, Vice Chairman, Secretary and Treasurer).
31. The Trustees shall hold office until death, resignation or removal from office by a resolution of Members.
32. There shall be vested in the Trustees all property of the Partnership other than cash and bank and similar accounts which will be under the control of the Steering Group.
33. The Trustees may deal with property vested in them by way of sale, mortgage, charge, lease or otherwise as directed by the Partnership. Such direction shall be given by the Steering Group or the Partnership acting through its members of General Meeting, passed by a majority of the members present and when so passed shall favour of a purchaser, seller, mortgagee, chargee, leasee, leasor, grantee or grantor be binding on all members of the Partnership. A certificate purporting to be signed by the Secretary for the time being of the Partnership shall in favour of such persons be conclusive evidence that a direction complying in all respects with the Constitution and Rules of the Partnership was duly given to the Trustees.
34. Except in so far as such loss may arise from their respective wilful default the Trustees (and this shall also extend to the Members of the Steering Group) shall not be liable other than as members for any loss suffered by the Partnership as a result of the discharge of their duties on the Partnership's behalf and they shall be entitled to a indemnity out of the assets of the Partnership for all expenses and other liabilities incurred by them in the discharge of their respective duties and further they shall be indemnified by the Members (acknowledged by the Members by their becoming and Member of the Partnership) against any liabilities properly incurred by them on behalf of the Partnership.
35. For the purpose of giving effect to any appointment as Trustee, the Steering Group for the time being is hereby nominated to appoint new Trustees of the Partnership within the meaning of Section 36 of the Trustees Act 1925 (or any statutory amendment or re-enactment thereof) and if necessary shall by Deed duly appoint such person/s as Trustee/s.
DISSOLUTION – SUCCESSION
36. The Partnership may be dissolved by resolution passed under clause 25 of this Constitution which shall require a majority of two thirds of the votes entitled to be cast by all of the Members in attendance.
37. The dissolution shall take effect from the day when the resolution to that effect is passed and the Steering Group shall be responsible for the winding up of the assets and liabilities of the Partnership.
38. If upon dissolution of the Partnership there remains after the satisfaction of its debts and liabilities, or the satisfactory transfer of its liabilities, any property or assets whatsoever the same shall not be paid or distributed amongst the Members if the Steering Group has made arrangements for the Partnership's assets (or if appropriate liabilities) to be transferred to some other institution having objectives similar to the objectives of the Partnership, such institution being determined by the members as part of a resolution to dissolve the Partnership.
INDEMNITY
39. The Members shall at all times act to the best of their abilities and their liability in respect of any claim shall be limited to any such irrecoverable by way of insurance arranged pursuant to the Partnership's Powers listed above.
;