1. NAME
The name of the Association shall be :-
NORTH WESTERN ASSOCIATION OF THE WELSH PONY AND COB SOCIETY
2. THE OFFICES of the Association shall be in England
3. OBJECTS
a. To encourage the breeding and improvement of horses and ponies, more especially those of the Welsh Breeds
b.To advance public education in the various arts and sciences connected with the use and management of horses and ponies in general and of the Welsh Mountain Pony, the Welsh Pony, the Welsh Pony (Cob Type) and the Welsh Cob.
c. To provide or assist in the provision for the public benefit, of facilities for recreation or other leisure time occupation, through the use of horses and ponies.
In furtherance of these objects but not otherwise the Association shall have the following powers :-
d. To promote shows, show classes and sales of the Welsh breeds and to give or augment prizes and awards of merit at shows approved by the Committee.
e. To endeavour to obtain and support legislation :-
i. to control and improve the condition of export and import of horses and ponies.
ii. To improve the treatment and handling of horses and ponies while at or in transit for fairs, sale yards and in slaughterhouses or abattoirs whether at home or abroad.
iii. To endeavour to improve the standards of safety applicable to horses, ponies and riders, particularly in connection with the use of highways and bye-ways and the opening up of tracks, rights of way and bridle paths.
f. To make, alter or delete such bye-laws, rules and regulations as may be necessary for the carrying out of the Objects of the Association as in the opinion of the Committee may be deemed necessary from time to time.
g. To purchase, lease, exchange or otherwise acquire or rent out any real or personal property and to alter, maintain and repair the same and to sell, let or otherwise dispose of any real or personal property as may be deemed necessary or convenient for the work of the Association.
h. To borrow money required for the purposes of the Association upon such security and such interest as may be thought fit.
i. To invest in the names of the Trustees or a Trust Corporation on behalf of the Association any moneys or other property of the Association, whether received or donated not immediately required for its purposes in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may be for the time being imposed or required by law.
j. To apply the income and property of the Association, whencesoever derived, solely towards the promotion of the Objects and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise, howsoever by way of profit, to the members of the Association. Provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Association or to any member of the Association in return for any service actually rendered to the Association nor prevent the giving to a member of the Association of any prize or award nor prevent the payment of interest at a rate at the current rate on money lent or reasonable and proper rent for premises demised or let by any member of the Association but so that no member of the Committee or governing body of the Association shall be appointed to any salaried office of the Association or any office of the Association paid by fees and that no remuneration or other benefit in money or money’s worth shall be given by the Association to any member of such Committee or governing body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association: Provided that the provision last aforesaid shall not apply to any payment to any Company of which a member of the Committee or governing body may be a member and in which such member shall not hold more than one-hundredth part of the capital, and any such member shall not be bound to account for any share or profits he may receive in respect of any such payment.
k. To raise funds and invite and receive contributions: Provided that in raising funds the trustees shall not undertake any substantial permanent trading activity and shall conform to any relevant statutory obligation.
4. MEMBERSHIP
a. Full adult Membership of the Association shall be available to any person over the age of 18 (eighteen) interested in furthering the objects.
b. Annual membership runs from 1st January until 31st December in the same year.
c. There shall be the following classes of membership :-
i. Single adult members
ii. Dual members (married couples or partners living at the same address )
iii. Life members
iv. Such other class or classes of members on such terms as the Committee may from time to time decide.
d. Any person applying for membership shall do so in writing to the Secretary.
dd.Junior Member (Junior members must be under the age of 18 on the 31st December and be linked to a responsible adult member for their support and supervision).
e. The Committee’s decision as to election shall be final without being called upon to assign any reason.
f. The Committee has power to expel any member or to suspend or reprimand him or her in case he or she shall fail to observe any lawful rule made by the Committee or whose conduct in any respect shall in the opinion of the Committee be derogatory to the character or prejudicial to the interests of the Association or its Parent Body.
g. The procedure to be adopted by the Committee in dealing with any such case shall be referred to the Parent Body for disciplinary action, as laid down in Article 11 of Articles of Association of the Parent Body.
5. SUBSCRIPTION
The annual subscription shall be decided from time to time by the Committee and shall be due on 1 st January.
6. MANAGEMENT
a. The policy and management of the affairs of the Association shall be vested in the Committee, which may exercise all such powers of the Association as are not by this Constitution required to be exercised by a General Meeting of the Association.
b. Until otherwise determined by the Association in General Meeting :
i. The Executive Officers of the Association shall be the Chairperson of the Committee, the Vice-Chairperson, the Secretary, the Assistant Secretary and the Treasurer. The current holders of the office of Secretary, Assistant Secretary and Treasurer shall so long as they hold offices be ex-officio members of the Committee and any sub-Committee notwithstanding any remuneration which may be paid to them.
ii. The Committee shall consist of not less than four and not more than ten members being the Honorary Officers specified in the preceeding clause with up to six members elected by ballot at the Annual General Meeting for a period of three years. Members so elected shall elect annually from amongst their number a Chairperson and Vice-Chairperson. In addition they shall appoint for a period of one year three members of the Association irrespective of areas they come from to fill the offices of Secretary, Assistant Secretary and Treasurer and such officers as may be deemed necessary.
iii. At least eight weeks prior to the date fixed for the Annual General Meeting, a notice inviting nominations to the Committee of members who have assented in writing to act, shall be despatched by the Secretary to members. Thereafter with the notice convening the Annual General Meeting the Committee shall cause to be sent to members entitled to vote a ballot paper containing the names of candidates for election. Such ballot paper shall be filled up and returned to the Secretary by a date fixed by the Committee. No member may vote for more candidates than the number of vacancies and no member may cast more than one vote for one name. Any ballot paper which has not been correctly completed and returned to the Secretary by the date fixed as aforesaid shall be rejected.
iv. In the event of a less number of candidates being nominated than the quote mentioned above or in the event of any Member so elected failing to act or in the event of any casual vacancy occurring, the Committee and any Member so appointed shall hold office until the next ensuing Annual General Meeting.
v. Each elected member of the Committee shall retire from office at the third Annual General Meeting after his election. A retiring Committee member shall be eligible for re-election. In the event of two or more candidates obtaining the same number of votes in the ballot, the vacancy shall be allocated between them by the drawing of lots.
vi. In addition to the members of the Committee elected as aforesaid, the Committee may co-opt up to four persons whether or not being members of the Parent Body or of the Association with or without the right to vote, to serve at the pleasure of the Committee.
vii. The Committee may delegate any of its business to sub-Committees in such manner and with such powers as it thinks fit and such sub-Committees shall conform to the rules and conditions imposed upon it by the Committee and no decision or action of such sub-Committee shall be effective unless first reported to and ratified by the Committee.
viii. COMMITTEE MEETINGS .
The Committee shall meet as often as may be deemed necessary in accordance with the wishes of the majority of members or when called to do so by the Chairperson and the Secretary. The quorum of members at a Committee meeting shall be five unless otherwise determined in persuance of a written memorandum to that effect.
ix. The acting Chairperson of any meetings of the Committee or sub-Committee shall have a casting vote.
x. The agenda, accompanied by Notices of Motion shall be sent in writing by the Secretary to each member of the Committee at least fourteen days prior to a meeting.
7.
i. Subject to the provision of sub clause (2) of this clause no member of the Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Committee) in any contract entered into by the Committee.
ii. Any member of the Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid for all their usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Committee to act in a professional capacity on behalf of the Charity ; Provided that at no time shall a majority of the Committee benefit under this provision and that a member of the Committee shall withdraw from any meeting at which his or her own instruction or remuneration of that of his or her firm, is under discussion.
8. PATRON AND PRESIDENT
The Committee may from time to time invite one or more persons whether or not members of the Association or the Parent Body to be Patron or President of the Association respectively for such period and on such terms as the Committee may in their discretion prescribe.
9. GENERAL MEETINGS
The Association shall hold an Annual General Meeting during the months of October or November in each year or at such other time and at such place as the Committee may determine. Every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting.
Any General Meeting (other than the Annual General meeting) shall be called an Extraordinary General meeting.
The Committee may whenever it deems fit convene an Extraordinary General Meeting and shall on the requisition of at least ten per cent of the Association proceed duly to convene an Extraordinary General Meeting of the Association within two months of the date of the deposit of such requisition. The requisition must state the objects of the Meeting and must be signed by the requisitioners and deposited with the Secretary of the Association and may consist of documents in like form each signed by all of the requisitioners. If the Committee does not within two months of the date of the deposit of the requisition proceed duly to convene a Meeting the requisitioners may themselves convene a Meeting but any Meeting so held shall not be held after the expiration of four months from the said date. A meeting convened under this provision by the requisitioners shall be convened in the same manner as nearly possible as that in which meetings are convened by the Committee.
10. PROCEEDINGS AT GENERAL MEETINGS
No business shall be contracted at any General meeting of the Association unless a quorum is present when the Meeting proceeds to business. The quorum of members at such a meeting until otherwise determined by the Committee shall be seven. The start of the Meeting may be delayed by half an hour from the appointed time and if no quorum is present the Meeting shall be dissolved.
The Chairperson of the Meeting shall be (in the following order if present and willing to act) the President (if any) of the Association for the time being, the Chairperson of the Committee, the Vice-Chairperson of the Committee, a member of the Committee chosen by those present or a member of the Association chosen in the same manner.
11. VOTING AT GENERAL MEETINGS
At any General meeting of the Association a resolution put to the vote (except a resolution as to alteration or additions to the Association’s rules where a three-quarter’s majority of Members present in person and voting is required) shall be decided by a majority show of membership cards, unless a poll is demanded by the Chairperson of the Meeting or at least three members present in person. Unless a poll be so demanded a declaration of the Chairperson shall be conclusive as to the result of the show of hands. Only Members personally present shall have one vote and every such member shall have one vote on every question or matter duly brought before the Meeting. In the case of an equality of votes whether on a show of membership cards or on a poll, the Chairperson of the Meeting shall be entitled to a second and casting vote.
12. NOTICES
Notices of not less than twenty one days shall be given of every Annual General Meeting and every Extraordinary General Meeting of the Association (exclusive in every case of both the day on which it is served and of the day for which it is given) specifying the place, the day and the hour of the Meeting, and given to all classes of members of the Association. The accidental omission to give notice of a Meeting to, or the non-receipt of such notice by a member of the Association shall not invalidate any resolution that is passed or proceeding had at any Meeting.
All notices shall be served upon a member either personally or through the post in a pre-paid letter addressed to such member at his address as appearing in the list of members or at his last known address,
Notice of items for discussion (under Any Other Business) and action must be received by the Secretary at least 42 days prior to the date of the General Meeting.
13. SECRETARY
The Committee shall have the power to appoint and to dismiss a paid Secretary and such other paid officers and employees of the Association as it may from time to time determine. Any such paid officers or employees may be invited by the Committee to attend at Meetings of the Association for such period as the Committee may determine but no such paid officer or employee shall possess any right to vote upon any matters arising at such meetings.
14. ANNUAL REPORT
a.
The Committee shall comply with their obligations under the Charities act 1993 ( or statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
b. The Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission.
15. FINANCE
a. All moneys and other property of the Association shall be vested in the Committee, who shall cause one or more banking accounts to be opened in the name of the Association and shall deposit in such accounts all moneys received by the Association from any source whatsoever.
b. All payments out of funds of the Association shall be effected by cheque signed by the Secretary of the Association for the time being and countersigned by the Chairperson or such other person as the Committee may authorise thereto provided always that nothing herein contained shall prevent the Committee from maintaining and operating a petty cash fund or from paying in cash such ordinary or usual monthly accounts as do not in total exceed a sum determined by the Committee provided that the total sum necessary for the payment of such accounts is drawn by cheque and is confirmed to the satisfaction of the auditors from time to time.
16. ACCOUNTS
Proper books of accounts shall be kept by the Treasurer and shall be audited once in every three years by a qualified auditor appointed by the Committee. A balance sheet and statement of affairs of the Association as at 31 st December (or such other date as the Committee shall decide) of each financial year shall be submitted at the Annual General Meeting.
17. ALTERATION TO RULES, REGULATIONS AND BYE-LAWS
Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a General Meeting. The notice of a general meeting must include notice of the resolution setting out the terms of the alteration proposed.
a. No amendment may be made to the Charity name, Charity objects, the Committee not to have a personal interest, the dissolution clauses or this clause without the prior consent in writing of the Commissioners.
b. No amendment may be made which would have the effect of making the Charity cease to be a Charity at Law.
c. The Committee should promptly send to the Commissioners a copy of any amendments made under this clause.
18. DISSOLUTION
If the Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Committee shall have the power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity shall determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity, must be sent to the Commissioners.
