Contents:

  1. A brief summary about The Friends of Chichester Harbour.

2.  The Constitution.

 

The Friends of a Chichester Harbour is a friendly community of individuals and organisations who share a love for Chichester Harbour and have a common interest in preserving and improving it’s unique beauty. Established as a registered charity in 1987 there are now over 3,000 individual members – walkers, sailors, nature enthusiasts, fishermen, wildfowlers, local residents, visitors – plus 30 organisational members.

Grants

The Friends make grants, currently running at £30-40,000 per year, towards the maintenance and public enjoyment of the Harbour. Your subscription as a Members (along with donations and legacies) enable the Friends to make the grants.

Work Parties

Members can join the weekly Work Parties run by the Conservancy Rangers – maintaining paths, planting hedges and trees and all the other tasks essential to managing the Area of Outstanding Natural Beauty which surround the water itself. The Friends also provides volunteers for activities such monitoring the shoreline, doing bird counts, helping with the Conservancy education programme, etc. And, of course, some members take part in running the Friends – Committee work, delivering newsletters, manning stands, etc

Events

Every year, there is a programme of Social Events open only to Members – walks with a nature guide, talks, birdwatching, boat trips, an annual BBQ, etc. The Events provide a good opportunity to meet members from around the whole harbour who share common interests. Members also get a discount on some of the public Events run by the Harbour Conservancy.

Oyster Boat Terror

Members of the Friends as well as the public can book trips on the Terror, a lovingly restored 125 year old wooden sailing boat. Members of the Friends – all experienced sailors – run trips on the Terror throughout the summer.

Newsletters

Three times a year the Friends publishes a newsletter which is placed on the website. Copies are also posted to those members who prefer the printed version.

Being Heard

Through membership of the Harbour Advisory Committee we have a voice in the management of the Harbour. To help in preserving the unspoiled character of the Harbour we screen all planning applications and alert members to any that seem likely to have a significant impact.

Partners

The Friends collaborate closely with the Chichester Harbour Conservancy and the Harbour Trust as well as with a wide range of other organisations.

Membership

You can join as an individual, couple, family or organisation.

2.       THE CONSTITUTION

Adopted on the 4th day of October 1995
Amended on the 13th Day of October 2005
Amended on the 19th Day of October 2017

A Name

The name of the Association is:
The Friends of Chichester Harbour (“the Charity”).

B Administration

Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by Clause G of the constitution (“the Executive Committee”)

C Objects

The Charity’s objects (“the objects”) are…..

(i) For the benefit of the public to help to maintain and improve Chichester Harbour and its Amenity Area (as defined by the Chichester Harbour Conservancy Act 1971 and any statutory amendment thereof) (hereinafter called “the Harbour”)

(ii) To protect and preserve the countryside and wildlife along its coast and to advance the education of the public in relation to the harbour.

D Powers

In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

(i) power to support such activities of Chichester Harbour Conservancy (“the Conservancy”) as are deemed to be charitable and to nominate a representative to the Advisory Committee of the Conservancy:

(ii) power 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 confirm to any relevant requirements of the law;

(iii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

(iv) power subject to any consents required by law to sell lease or dispose of all or any part of the property of the Charity;

(v) power subject to any consents required by the law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;

(vi) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation of staff and their dependents;

(vii) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the object or of similar charitable purposes and to exchange information and advice with them;

(viii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

(ix) power to appoint and constitute such advisory committees as the Executive Committee may think fit;

(x) power to do all such other lawful things as are necessary for the achievement of the objects.

E Membership

(i) Membership of the Charity shall be open to any person interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Executive Committee.

(ii) Every member shall have one vote.

(iii) 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, accompanied by a friend, before a final decision is made.

F Honorary Officers

At the annual general meeting of the Charity the members shall elect from among themselves a Chairman, Vice-Chairman, a Secretary, a Treasurer, a Membership Secretary and a Newsletter Secretary, who shall hold office from the conclusion of that meeting.

G Executive Committee

(i) The Executive Committee shall consist of not less than 10 members nor more than 12 members being:

(a) The 6 honorary officers specified in the preceding clause and
(b) not less than 4 and not more than 6 members elected at the annual general meeting who shall hold office from the conclusion of that meeting.
(c) A Patron, a President and a Vice-President may be elected at a general meeting for periods to be decided at such a meeting.

(ii) The Executive Committee may in addition appoint not more than 3 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 and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated, in which case the appointment shall run from the date when the post becomes vacant.

(iii) All the members of the Executive Committee – either Honorary Officers or Committee members – 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 for a further 12 months at that meeting. In cases where any Honorary Officer or Committee member has been in office for five consecutive years, in either post, and wishes to be considered for further re-election, the Secretary must inform the membership of that fact 28 days before the Annual General Meeting. [The exception to this rule is the Honorary Chairman, who must stand down after a maximum of 5 years in post]. Any member of the Friends who wishes to put themselves forward for that or any other post, must notify the Secretary 14 days before the Annual General Meeting.

(iv) 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.

(v) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who, if appointed, would be disqualified under the provisions of the following clause.

(vi) No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.

H Determination of the Membership of Executive Committee

A member of the Executive Committee shall cease to hold office if her or she:

(i) is disqualified from acting as a member of the Executive Committee by virtue of Section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision)

(ii) becomes incapable by reason of mental disorder, illness or injury to managing and administering his or her own affair

(iii) is absent without the 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

(iv) notifies 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

(i) Subject to the provisions of sub-clause (2) of this clause, no member of the Executive 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 Executive Committee) in any contract entered into by the Executive Committee.
(ii) Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by other members of the Executive Committee act in a professional capacity on behalf of the Charity provided that at no time shall a majority of the Members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration or that of his or her firm is under discussion.

J Meetings and Proceedings of the Executive Committee

(i) The Executive Committee shall hold at least two ordinary meetings each year. 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 4 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.

(ii) 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.

(iii) There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at the meeting.

(iv) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question, but in the case of equality of votes, the chairman of the meeting shall have a second or casting vote.

(v) 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.

(vi) The Executive Committee may 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 documents. No rule may be made which is inconsistent with this constitution.

(vii) The Executive Committee may appoint one or more sub-committees consisting of three 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 conveniently undertaken or carried out by a sub-committee provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Executive Committee.

(viii) In its deliberations and in its advice, the Executive Committee shall have regard to a fair balance between the interests of various groups of persons using the harbour.

K Receipts and Expenditure

(i) The funds of the charity including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All payments drawn on the accounts, whether the payment is made by cheque, electronic transfer or by means of an online banking transaction, may be authorised by a single member of the Executive Committee. Any such transactions shall be monitored by the Finance Sub-committee of the Executive on a regular basis.

(ii) The funds belonging to the Charity shall be applied only in furthering the objects.

L Property

(i) Subject to the provisions of sub-clause (ii) of this clause, the Executive Committee shall cause the title to:

(a) all land held by or in trust for the Charity which is not vested in the Official Custodian for Charities, and
(b) all investments held by or on behalf of the Charity.

to be vested either in a corporation entitled to act as 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 accordance with the lawful directions of the
Executive Committee. Provided 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.

(ii) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Executive Committee may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stock broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock broking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

M Accounts

The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:

(i) the keeping of accounting records for the Charity:

(ii) the preparation of annual statements of account for the Charity – the financial year of which shall end on 31 March each year

(iii) the auditing or independent examination of the statements of account of the Charity and

(iv) the transmission of the statements of account of the Charity to the Commissioners.

N Annual Report

The Executive Committee shall comply with their obligations under the Charities Act 1992 (or in any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

O Annual Return

The Executive Committee shall comply with their obligations under the Charities Act 1992 (or in any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

P Annual General Meeting

(i) There shall be an annual general meeting of the Charity which shall be held not later than 31 October in each year or as soon as possible thereafter.

(ii) Every annual general meeting shall be called by the Executive Committee. The Secretary shall give at least 28 days’ notice of the annual general meeting to all members of the Charity. All the members of the Charity shall be entitled to attend and note at the meeting.

(iii) The chairman of the Charity shall be the chairman at any general meeting, but if he or she is not present before any other business is transacted, the persons present shall appoint a chairman of the meeting.

(iv) The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.

(v) Nominations for election to the Executive Committee must be made by members of the Charity in writing and must be in the hands of the secretary at least 14 days before the Annual General Meeting, provided that if sufficient nominations are so received the chairman may accept nominations made at the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

(vi) Notice of any special business shall be given in writing to the secretary at least 14 clear days before the Annual General Meeting.

Q Special General Meetings

The Executive Committee may call a Special General Meeting of the Charity at any time. If at least 25 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.

R Procedure at General Meetings

(i) The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.

(ii) The quorum at any general meeting of the Charity shall be 25 members.

S Notices

Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary on any member either personally or by sending it through the post in a prepaid letter addressed to each member of his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting

T Alterations to the Constitution

(i) 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 the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

(ii) No amendment may be made to Clause A (the name of the Charity), Clause C (the objects clause), Clause I (Executive Committee members not to be personally interested clause), Clause U (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.

(iii) No amendment may be made which would have the effect of making the Charity cease to be a charity at law.

(iv) The Executive Committee shall promptly send to the Commissioners a copy of any amendment made under this clause.

U Dissolution

If the Executive 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 Executive Committee shall have 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 may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of account or account and statement, for the final accounting period of the Charity must be sent to Commissioners.

V Adoption of Constitution

This constitution was adopted by a general meeting of the Charity on the 4th day of October 1995.

Signed by C W Woodburn, Chairman
And
G T Slay, Honorary Secretary

This constitution was amended by a general meeting of the Charity on the 13th day of October 2005.

Signed…………………………….. D A Rolph

And ………….…………………… P Wilson (Hon Secretary)

This constitution was amended by a general meeting of the Charity on the 19th day of October 2017.

Signed…………………………….. O Chipperfield (Chairman )

And ………….………………… M Lewis (Hon Secretary)