Organisation for Nepalese Culture and Welfare is a charity organization, registered in Scotland, devoted to promoting the cultural, social, and educational activities of people from Nepal. It was formed in 2010 to allow Nepalese community living abroad to get together and celebrate various cultural and educational festivals and to promote and propagate the rich and diverse customs and art forms of Nepal.
Constitution of Organisation for Nepalese Culture and Welfare Name
1. The name of the Organisation shall be the “Organisation for Nepalese Culture and Welfare” (ONCW) hereafter known as “Organisation.”
Objects 2. The Organisation’s objects are: a. The advancement of the Nepalese culture and traditions amongst members of the Nepalese community in Scotland and, those who are interested in Nepalese culture. b. The promotion of racial harmony amongst the wider Scottish Community through the raising of awareness of the Nepalese culture and traditions. c. To relieve the needs of people in Nepal who are disadvantaged by reasons of socio- economic condition, ill health, disability or other disadvantage.
Powers 3. In pursuance of the objects set out in clause 2 (but not otherwise), the Organisation shall have the following powers:- a. To carry out activities in furtherance of the Organisations Objects above. b. To carry on any other activities which further any of the above objects. c. To purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for the Organisation’s activities. d. To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the Organisation. e. To sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of the Organisation. f. To borrow money, and to give security in support of any such borrowings by the Organisation. g. To employ such staff as are considered appropriate for the proper conduct of the Organisation’s activities, and to make reasonable provision for the payment of pension and/or other benefits for members of staff, ex-members of staff and their dependants. h. To engage such consultants and advisers as are considered appropriate from time to time. i. To effect insurance of all kinds (which may include officers’ liability insurance). j. To invest any funds which are not immediately required for the Organisation’s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments). k. To liaise with other voluntary sector bodies, local authorities, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering the Organisation’s objects. l. To establish and/or support any other charitable body, and to make donations for any charitable purpose falling within the Organisation’s objects. m. To form any charitable company with similar objects to those of the Organisation, and, if considered appropriate, to transfer to any such company (without any payment being required from the company) the whole or any part of the Organisation’s assets and undertaking. n. To take such steps as may be deemed appropriate for the purpose of raising funds for the Organisation’s activities. o. To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them). p. To do anything which may be incidental or conducive to the furtherance of any of the Organisation’s objects.
General Structure 4. The structure of the Organisation shall consist of:- (a) the MEMBERS – who have the right to attend the annual general meeting (and any special general meeting) and have important powers under the constitution; in particular, the members elect people to serve on the Management Committee and take decisions in relation to changes to the constitution itself. (b) the MANAGEMENT COMMITTEE – who hold regular meetings during the period between annual general meetings (minimum of two), and generally control and supervise the activities of the Organisation; in particular, the Management Committee is responsible for monitoring the financial position of the Organisation.
Qualifications for Membership 5. Membership shall be open to any person who believe in and interested in furthering the Objects of the Organisation. 6. An employee of the Organisation shall not be eligible for membership; a person who becomes an employee of the Organisation after admission to membership shall automatically cease to be a member.
Application for Membership 7. Any person who wishes to become a member must sign, and lodge with the Organisation, a written application for membership. 8. The Management Committee may, at its discretion, refuse to admit any person to membership and must be able to provide reason(s) for refusal. Any appeal against membership refusal must be registered with the Management committee within 30 days of the refusal notice. 9. The Management Committee shall consider each application for membership at the first Management Committee meeting which is held after receipt of the application; the Management Committee shall, within a reasonable time after the meeting, notify the applicant of its decision on the application.
Membership Subscription 10. Membership subscriptions are paid annually that shall be that as decided by the Management Committee and approved by the Members at each Annual General Meeting.
Register of Members 11. The Management Committee shall maintain a register of members, setting out the full name and address of each member, the date on which s/he was admitted to membership, and the date on which any person ceased to be a member.
Withdrawal from Membership 12. Any person who wishes to withdraw from membership shall sign, and lodge with the Organisation, a written notice to that effect; on receipt of the notice by the Organisation, s/he shall cease to be a member.
Expulsion from Membership 13. Any person may be expelled from membership by way of a resolution passed by majority vote at a general meeting (meeting of members), providing the following procedures have been observed:- (a) at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion (b) the member concerned shall be entitled to be heard on the resolution at the general meeting at which the resolution is proposed.
General Meetings (Meetings of Members) 14. The Management Committee shall convene an annual general meeting in each year (but excluding the year in which the Organisation is formed); not more than 15 months shall elapse between one annual general meeting and the next. 15. The business of each annual general meeting shall include:- (a) a report by the chair on the activities of the Organisation (b) consideration of the annual accounts of the Organisation (c) the election/re-election of members of the Management Committee, as referred to in clause 30. (d) agree business plan for the forthcoming coming year (e) agree auditing/inspection requirements for the forthcoming year and appointment of auditors/examiners as appropriate 16. The Management Committee may convene a special general meeting at any time.
Notice of General Meetings 17. At least 14 clear days’ notice must be given (in accordance with clause 61) of any annual general meeting or special general meeting; the notice must indicate the general nature of any business to be dealt with at the meeting and, in the case of a resolution to alter the constitution, must set out the terms of the proposed alteration. 18. The reference to “clear days” in clause 17 shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, and also the day of the meeting, should be excluded. 19. Notice of every general meeting shall be given (in accordance with clause 61) to all the members of the Organisation, and to all the members of the Management Committee.
Procedure at General Meetings 20. No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be one third of the membership members, present in person. 21. If a quorum is not present within 15 minutes after the time at which a general meeting was due to commence – or if, during a meeting, a quorum ceases to be present – the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting. 22. The chair of the Organisation shall (if present and able to act as chairperson) preside as chairperson of each general meeting; if the chair is not present or able to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the members of the Management Committee present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting. 23. The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine. 24. Every member shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally. 25. If there is equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote. 26. A resolution put to the vote at a general meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two members present in person at the meeting); a secret ballot may be demanded either before the show of hands takes place, or immediately after the result of the show of hands is declared. 27. If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded. Maximum Number of Management Committee Members 28. The maximum number of members of the Management Committee shall be twelve.
Eligibility 29. A person shall not be eligible for election/appointment to the Management Committee unless he/she is a paid up member of the Organisation and, over the age of 18 years. Election, Retiral, Re-election 30. The term of office shall be two years and at applicable annual general meeting, the members may (subject to clause 28) elect any member to be a member of the Management Committee. 31. The Management Committee may at any time co-opt appoint any member of the organisation to be a member of the Management Committee (subject to clause 28) for a specific purpose where their skills and experience are necessary. These Co-opted Members however, shall have no voting rights in the Management Committee. 32. At each alternate annual general meeting, all of the members of the Management Committee shall retire from office – but shall then be eligible for re-election.
Termination of Office 33. A member of the Management Committee shall automatically vacate office if:- (a) he/she becomes debarred under any statutory provision from being involved in the management or control of a charity (b) he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months (c) he/she ceases to be a member of the Organisation (d) he/she becomes an employee of the Organisation (e) he/she resigns office by notice to the Organisation (f) he/she is absent (without permission of the Management Committee) from more than three consecutive meetings of the Management Committee, and the Management Committee resolve to remove him/her from office. Register of Management Committee Members 34. The Management Committee shall maintain a register of Management Committee members, setting out the full name and address of each member of the Management Committee, the date on which each such person became an Management Committee member, and the date on which any person ceased to hold office as an Management Committee member.
Office Bearers 35. The Management Committee members shall elect from among themselves a chair, vice chair, treasurer and secretary, and such other office bearers (if any) as they consider appropriate. 36. All of the office bearers shall cease to hold office at the conclusion of their second annual general meeting, but shall then be eligible for re-election. 37. A person elected to any office shall cease to hold that office if he/she ceases to be a member of the Management Committee or if he/she resigns from that office by written notice to that effect. Powers of Management Committee 38. Except as otherwise provided in this constitution, the Organisation and its assets and undertaking shall be managed by the Management Committee, who may exercise all the powers of the Organisation. 39. A meeting of the Management Committee at which a quorum is present may exercise all powers exercisable by the Management Committee.
Personal Interests 40. A member of the Management Committee who has a personal interest in any transaction or other arrangement which the Organisation is proposing to enter into, must declare that interest at a meeting of the Management Committee; he/she will be debarred (in terms of clause 51) from voting on the question of whether or not the Organisation should enter into that arrangement. 41. For the purposes of clause 40, a person shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that arrangement. 42. Provided he/she has declared his/her interest – and has not voted on the question of whether or not the Organisation should enter into the relevant arrangement – a member of the Management Committee will not be debarred from entering into an arrangement with the Organisation in which he/she has a personal interest (or is deemed to have a personal interest under clause 41) and may retain any personal benefit which he/she gains from his/her participation in that arrangement. 43. No member of the Management Committee may serve as an employee (full time or part time) of the Organisation, and no member of the Management Committee may be given any remuneration by the Organisation for carrying out his/her duties as a member of the Management Committee. 44. The members of the Management Committee may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the Management Committee, general meetings, or meetings of committees, or otherwise in connection with the carrying-out of their duties. Procedure at Management Committee Meetings 45. Any member of the Management Committee may call a meeting of the Management Committee or request the secretary to call a meeting of the Management Committee. 46. Questions arising at a meeting of the Management Committee shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote. 47. No business shall be dealt with at a meeting of the Management Committee unless a quorum is present; the quorum for meetings of the Management Committee shall be four. 48. If at any time the number of Management Committee members in office falls below the number fixed as the quorum, the remaining Management Committee member(s) may act only for the purpose of filling vacancies or of calling a general meeting. 49. Unless he/she is unable to do so, the chair of the Organisation shall preside as chairperson at every Management Committee meeting at which he/she is present; if the chair is unable to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the Management Committee members present shall elect from among themselves the person who will act as chairperson of the meeting. 50. The Management Committee may, at its discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the Management Committee; for the avoidance of doubt, any such person who is invited to attend an Management Committee meeting shall not be entitled to vote. 51. A Management Committee member shall not vote at a Management Committee meeting on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of the Organisation; he/she must withdraw from the meeting while an item of that nature is being dealt with. 52. For the purposes of clause 51, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that matter.
Delegation to Subcommittees 53. The Management Committee may delegate any of their powers to any sub-committee consisting of one or more Management Committee members and such other persons (if any) as the Management Committee may determine; they may also delegate to the chair of the Organisation (or the holder of any other post) such of their powers as they may consider appropriate. 54. Any delegation of powers under clause 53 may be made subject to such conditions as the Management Committee may impose and may be revoked or altered. 55. The rules of procedure for any sub-committee shall be as prescribed by the Management Committee.
Operation of Accounts and Holding of Property 56. The signatures of two out of three signatories appointed by the Management Committee shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by the Organisation; at least one out of the two signatures must be the signature of a member of the Management Committee. 57. The title to all property (including any land or buildings, the tenant’s interest under any lease and (so far as appropriate) any investments) shall be held either in the names of the chair, treasurer and secretary of the Organisation (and their successors in office) or in name of a nominee company holding such property in trust for the Organisation; any person or body in whose name the Organisation’s property is held shall act in accordance with the directions issued from time to time by the Management Committee.
Minutes 58. The Management Committee shall ensure that minutes are made of all proceedings at general meetings, Management Committee meetings and meetings of committees; a minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.
Accounting Records and Annual Accounts 59. The Management Committee shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements. 60. The Management Committee shall prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions or if they otherwise think fit, they shall ensure that an audit of such accounts is carried out by a qualified auditor.
Notices 61. Any notice which requires to be given to a member under this constitution shall be in writing; such a notice may either be given personally to the member, by email with receipt required or, be sent by post in a pre-paid envelope addressed to the member at the address last intimated by him/her to the Organisation.
Dissolution 62. If the Management Committee determines that it is necessary or appropriate that the Organisation be dissolved, it shall convene a meeting of the members; not less than 21 days’ notice of the meeting (stating the terms of the proposed resolution) shall be given. 63. If a proposal by the Management Committee to dissolve the Organisation is confirmed by a two-thirds majority of those present and voting at the general meeting convened under clause 62, the Management Committee shall have power to dispose of any assets held by or on behalf of the Organisation – and any assets remaining after satisfaction of the debts and liabilities of the Organisation shall be transferred to some other charitable body or bodies having objects similar to those of the Organisation; the identity of the body or bodies to which such assets are transferred shall be determined by the members of the Organisation at, or prior to, the time of dissolution. 64. For the avoidance of doubt, no part of the income or property of the Organisation shall (otherwise than in pursuance of the Organisation’s charitable objects) be paid or transferred (directly or indirectly) to the members, either in the course of the Organisation’s existence or on dissolution. Alterations to the Constitution 65. Subject to clause 66, the constitution may be altered by a resolution passed by not less than two-thirds of those present and voting at a general meeting, providing due notice of the meeting, and of the resolution, is given in accordance with clauses 17, 18 and 19. 66. No amendment to clauses 2, 43, 63 or 64 of the constitution may be made if the effect would be that the Organisation would cease to be a charity.
Interpretation 67. For the purposes of this constitution, the word “charitable” shall have the meaning ascribed to it for the purposes of section 505 of the Income and Corporation Taxes Act 1988, and the Charities and Trustee Investment (Scotland) Act 2005, including any statutory amendment or re-enactment of the provisions of that section; “charity” shall be interpreted accordingly.