A. Name
The name of the organisation is Tarsier UK. The Executive Committee has the right to propose any name change it sees fit to an Annual General Meeting.
B. Administration
Subject to the matters set out below the Organisation and its property shall be administered and managed in accordance with this Constitution by the members of the Executive Committee, constituted by clauses G to I of this Constitution. (the Executive Committee).
C. Aims & Objectives
The Aims and Objectives of the organisation are as follows:
1) The survival, protection and preservation of the Philippine Tarsier Monkey
2) The advancement of associated organisations in the Philippines such as the Tarsier
Foundation.
D. Powers
In the furtherance of the Aims but not otherwise, the Executive Committee may exercise the following powers:
1) powers to raise funds and to invite and receive contributions provided that in raising funds the
Executive Committee shall not undertake any substantial permanent trading activities and shall
conform to any relevant requirements of the law;
2) power to buy, take on lease or in exchange any property necessary for the achievement of the
objects;
3) power, subject to the consents required by law, to sell, lease or dispose of all or any part of the
property of the Organisation;
4) power, subjects to the consents required by law, to borrow money and to charge all or any part
of the propery of the Organisation with repayment of the money so borrowed;
5) power to employ such staff as are necessary for the proper pursuit of the aims and to make all
reasonable and necessary provision for the payment of pensions and superannuation for staff
and their dependants;
6) power to work with the statutory authorities of any country in order to achieve the aims of the
Organisation;
7) power to co-operate with other organisations, voluntary bodies and statutory authorities
operating in furtherance of the aims or of similar charitable purposes and to exchange
information and advice with them;
8) power to appiont and constitute such advisory committees as the Executive Committee may
think fit;
9) power to do all such other lawful things as are necessary for the achievement of the aims.
E. Membership
1) Membership will be via the internet;
2) Ordinary Membership of the Organisation will be shall be open to any person over the age of 18
years interested in the furtherance of the objects and who has complied with the rules of
membership laid down from time to time by the Executive Committee. Junior Membership is
open to those who are under 18 years old;
3) Every Ordinary Member shall have one vote;
4) The Executive Committee may by unanimous vote and for good reason terminate the
membership of any individual: Provided that the individual concerned shall have the right to be
heard by the Executive Committee, before the final decision is made.
F. Honorary Officers & Life Officers
1) At an Annual General Meeting of the Organisation the members shall elect from amongst
themselves a Chairman, a secretary and a Treasurer, who shall hold office from the conclusion
of the meeting;
2) The Founding Member of Tarsier UK (Mr John Dale) shall be a Life Officer of the Executive
Committee, whether or not he holds another office.
3) The Executive Committee call appoint Patrons and Life Members who shall be figureheads of
the Organisation.
G. Executive Committee
1) The Executive Committee shall consist of not less than five members nor more than eight
members being:
The Honorary Officers as specified above
Not less than two and not more than four members elected at the Annual General Meeting
who shall hold office from the conclusion of that meeting for twelve months
The Life Officers not holding office.
2) The Executive Committee may in addition appoint not more than three co-opted members but
so that no-one may be appointed as a co-opted member if, as a result, more than one third of
the members of the Executive Committee would be co-opted members. Each appointment of a
co-opted member shall be made at a special meeting of the Executive Committee called under
clause J(1) and shall take effect from the end of that meeting unless the appointment is to fill a
place which has not then been vacated in which the appointment shall run from the date when
the post becomes vacant.
3) All the members of the Executive Committee shall retire from office together at the end of the
Annual General Meeting next after the date on which they came into office but they may be
re-elected or re-appointed.
4) The proceedings of the Executive Committee shall not be invalidated by any vacancy among
their number or by any failure to appoint or any defect in the appointment or qualification of a
member.
5) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or
who would if appointed be disqualified under the provisions of the following clause.
6) No person shall be entitled to act as a member of the Executive Committee whether on the first
of on any subsequent entry into office until after signing in the minute book of the Executive
Committee a declaration of acceptance and of willingness to act in the trusts of the
Organisation.
H. Determination of Membership of Executive Committee
A member of the Executive Committee and/or Patron shall cease to hold office if he or she:
1) is disqualified as acting as a member of the Executive Committee by virtue of section 72 of the
Charities Act 1993 (or any statutory re-enactment or modification of that provision);
2) becomes incapable by reason of mental disorder, illness or injury of managing and
administrating his or her own affairs;
3) is absent without permission of the Executive Committee from all their meetings held within a
period of six months and the Executive Committee resolve that his or her office be vacated: or
4) notifies to the Executive Committee a wish to resign (but only if at least three members of the
Executive Committee will remain in office when the notice of resignation is to take effect).
I. Executive Committee Members not to be Personally Interested.
No member of the Executive Committee shall require any interest in property belonging to the Organisation (otherwise as a Trustee of the Organisation) or receive remuneration or be interested (other than as a member of the executive Committee) in any contract entered into by the Executive Committee.
J. Meetings and Proceedings of the Executive Committee
1) The Chairman shall act as a Chairman at meetings of the Executive Committee. If the Chairman
is absent from any meeting, the members of the Executive Committee present shall choose
one of their number to be Chairman of the meeting before any other business is transacted.
2) The Executive Committee shall hold at least three ordinary meetings each year. Meetings can
be arranged via the internet or tele-conferencing. A special meeting may be called at any time
by the Chairman or by any two members of the executive Committee upon not less than seven
days notice being given to the other members of the Executive Committee of the matters to be
discussed but if the matters include an appointment of a co-opted member then not less than
21 days' notice must be given.
3) There shall be a quorum when at least one half of the number of members of the Executive
Committee for the time being or four members of the Executive Committee, whichever is
greater, are present at the meeting.
4) Every matter shall determine by a majority of votes of votes of the members of the executive
Committee present and voting on the question but in case of equality of votes the Chairman of
the meeting shall have a second or casting vote.
5) The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings
at meetings of the Executive Committee and any sub-committee.
6) The Executive Committee shall from time to time make and alter rules for the conduct of their
business, the summoning and conduct of their meetings and the custody of their documents.
No rule may be made which is inconsistent with this constitution.
7) The Executive Committee may appoint one or more sub-committees consisting of two or more
members of the Executive Committee for the purpose of making any inquiry or supervising or
performing any function or duty which in the opinion of the Executive Committee would be more
conviently undertaken or carried out by a sub-committee: provided that all acts and proceedings
of any such sub-committees shall be fully and promptly reported to the executive Committee.
NOTE: "Attendance" and "Absence" for meeting purposes refers to either physical attendance/absence if the meeting is held in person or electronic attendance/absence if the meeting is held via the internet or tele-conference.
K. Property
1) Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause
the title to:
a) All land held by or in trust for the Organisation which is not vested in the Official
Custdian for Charities; and
b) All investments held by or on behalf of the Organisation
to be vested either in a corporation entitled to act as a custodian trustee or in not less than
three individuals appointed by them as Holding Trustees. Holding Trustees may be removed by
the Executive Committee at their pleasure and shall act in acordance with the lawful directions
of the Executive Committee. Providing they act only in accordance with the lawful directions of
the Executive Committee, the Holding Trustees shall not be liable for the acts and defaults of
its members.
2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property
for the organisation, the Executive Committee may permit any investment held by or in trust for
the organisation to be held in the name of a clearing bank, trust corporation or any
stockbroking company which is a member of the International Stock Exchange (or any
subsidiary of any such stockbroking company) as nominee for the Executive Committee, and
may pay such a nominee reasonable and proper remuneration for acting as such.
L. Trustees
Three Trustees will be appointed to manage all property that TarsierUK owns. The Trustees may hold other office within the organisationbut they will maintain responsibility for property and the disposal of such. Any losses of property will be reported to them as soon as possible after the event. Propert will be disposed of under the rules of this constitution and the disposal of such will be managed by the Trustees. Any meetings organised by the Trustee's will be minuted and a quorum is two.
M. Accounts
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
1) the keeping of accounting records for the Organisation
2) the preparation of annual statements of accounts for the Organisation
3) the auditing or independent examination of the statements of account of the Organisation and
4) the transmission of the statements of account of the Organisation to the Committee
N. Finance
The groups finance will be controlled by the Treasurer who will be responsible for the organisaions account to the Chairman. Annual Accounts will be produced. The Bank Account will have one signatory for each withdrawal. Because the Organisation is operated by electronic means all cheque's drawn must be accompanied by two e-mails authorizing the transaction from two members of the Executive Committee who are not the signing member. Each year the accounts will be audited and the audited accounts presented to the Annual General Meeting. On winding up the Treasurer will produce final accounts and hand over any balance to the Chairman who will dispose of it in the proper way stated below.
O. Receipts and Expenditure
1) The funds of the Organisation, including all donations, contributrions and bequests shall be paid
into an account operated by the Executive Committee in the name of the Organisation at such
bank, as the executive Committee shall from time to time decide. All cheques drawn on the
account must be signed by at least one member of the executive Committee. Because the
Organisation is operated by electronic means all cheque's drawn must be accompanied by two
e-mails authorising the transaction from two members of the Executive Committee who are not
the signing member.
2) The funds belonging to the Organisation shall be applied only in furthering the aims.
P. Annual Report
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any subsequent re-enactment or modification of that Act) with regard to the preparation of an annual report and in transmission to the Commission.
Q. Annual Return
The Executive Committee shall comply with their obligation under the Charities Act 1993 (or any subsequent re-enactment or modification of the Act) with regard to the preparation of an annual return and its transmission to the Commission.
R. Annual General Meeting
1) There shall be an Annual General Meeting of the Organisation which shall be held in the month
of March in each year or as soon as practicable thereafter. This will be held by computer
internet and notice will be by e-mail.
2) Ecery Annual General Meeting shall be called by the executive Committee. The Secretary shall
give at least 21 days notice of the Annual General Meeting to all members of the Organisation.
All Ordinary Members of the Organisation shall be entitled to attned and vote at the meeting.
Junior members can attend but do not hold a vote.
3) Before any other business is transacted at the first Annual General Meeting the persons
present shall appoint a Chairman of the meeting. The Chariman of the executive Committee
shall act as the Chairman of the Annual General Meeting in all future meetings. If the Chairman
of the Executive Committee is not present then those members present shall elect a Chairman
for the meeting.
4) The Executive Committee shall present to each Annual General Meeting the report and
accounts of the Organisation for the preceding year.
5) Nominations for election to the Executive Committee must be made by members of the
Organisation in writing and must be in the hands of the Secretary of the Executive Committee
at least 14 days before the Annual General Meeting. Should nominations exceed vacancies,
election shall be by ballot.
S. Special General Meeting
The Executive Committee may call a Special General Meeting of the Organisation at any time. If at least ten members request such a meeting in writing stating the business to be considered the Secretary shall call such a meeting. At least 21 days notice must be given. The notice must state the business to be discussed.
T. Status
TarsierUK is a charitable organisation that will seek charity status as soon as this is available.
U. Closure
Should the Organisation be wound up at any time the assets of the Organisation will be given to the Foundation for the Philippines Tarsier Monkey, Bohol, The Philippines, within three months of the decision to wind the group up.
V. Change of Constitution
Changes of the Constitution can only be accepted by at least four members of the Executive Committee voting for the proposal.
25th December 2006
