Group Constitution

The two versions shown below are actual constitutions used by Freegle groups. The second version in each section is from a constitution that has been approved by the HMRC for charitable status. If you would like to adopt a constitution for your group(s) please feel free to use these below as starting points, either adopting wording as shown or selected parts that suit your group. If you would like some advice, ask on Freegle Central [1] or the Funding Working Group [2]

Example Wording	Notes
CONSTITUTION OF XXXXXXXXXX (name) 1. NAME or TITLE The name of the Group shall be XXXX and hereinafter be referred to as ‘the Group’.	This section is required in all constitutions. Choose a name which is simple and relevant.
2. AIMS or OBJECTS The aim/objects of the Group shall be to: To promote the free gifting of items amongst the residents of the xxxxx area primarily, but not exclusively. To be an internet-based Group on the Yahoo community groups. To be a not for profit group. To prohibit the exchanging of animals, weapons and illegal items on its site. Or: To run an online community in ......... to keep items out of landfill. To promote community links for environmental and social benefit. To advance the education of Freeglers (users of .........Freegle online group) about environmental matters related to the reuse and recycling of goods. To offer support to the Group members	This section can be called 'Aims' or 'Objects' and is a required part of the constitution. It should state the reasons you exist and the parameters you are working within. In order to allow flexibility of provision in the future, groups may consider omitting a specific mention of Yahoo or other platform/access. Most Freegle group constitutions will be to form a group for the volunteers involved in running an online provision for others, they are not a constitution for the online group itself. Consider whether your group is just about providing an online facility for giving/receiving items, or if it might want a wider remit of promoting other environmental facilities and/or supporting the volunteers who run it. The term 'not for profit' is one chosen by this particular group, Freegle's affiliation requirements are that groups are 'non-profit'.
3. POWERS In order to achieve its aims/objects the Group may: Raise money. Open bank accounts. Organise training and events. Work with similar Groups and exchange information and advice with them. Do anything that is lawful which will help it to fulfill its aims. Or: In order to achieve its aims/objects the Group may: Raise money Open a bank account Take out insurance Organise meetings and events Work with similar groups and exchange information and advice with them Promote online community services Do anything that is lawful to fulfill its aims	It is important to consider what your group is intending to do to fulfill its aims/objects. These two examples are similar and cover the types of activities the constituted group might wish to undertake. Make sure the powers you give your group are not too limiting; the two examples here include a final power than will allow your group to be flexible.
4. MEMBERSHIP Membership of the Group shall be open to any individual without regards to disability, political or religious affiliation, race, sex or sexual origin who is: a. Interested in helping the Group to achieve its aims. b. Willing to abide by the rules and guidelines of the Group. c. Willing to pay any subscription agreed by the Management Committee. Each member shall have one vote at meetings of the Group The membership of any member may be terminated for good reason by the Management Committee. Or: 4. MEMBERS Membership of the Group shall be open to anyone actively involved in supporting xxx Freegle in a voluntary capacity and who is willing to abide by the rules of the Group and willing to pay any subscription fee agreed by the Board of Trustees. Each member shall have one vote at General Meetings. Membership may be terminated for good reason by the Board of Trustees.	These are the members of the constituted group (not the members of your online group) and the criteria for joining can be what you wish. Typically, for a Freegle group, that would probably mean the volunteers involved in running and/or promoting the online group. The first option here refers to equality of access, the second option omits that but includes it as a separate statement further down. Although membership is ‘open to’ there would be an expectation of a joining process so that a members list can be maintained. The mention of a subscription doesn't mean it has to be implemented, but that it allows for this to happen if that works for the group in maintaining a basic level of funding. Termination of membership should be mentioned, although specific reasons needn't be detailed here if you don't choose. Both these versions state who is responsible for termination, so that empowers someone to do it, but they don't impose a method or procedure.
5. MANAGEMENT The Group shall be administered by a Management Committee of not less than three and not more than 7 individuals elected at the Group’s Annual General Meeting (AGM) The Officers of the Management Committee shall be: the Chairperson, the Treasurer and the Secretary. The Management Committee may co-opt onto the Committee, up to three individuals, in an advisory and non-voting capacity that it feels will help to fulfill the aims of the Group. The Management Committee shall meet at least three times a year. At least three Management Committee members must be present for a Management Committee to take place. Voting at Management Committee meetings shall be by a show of hands. If there is a tied vote then the Chairperson shall have a second vote. The Management Committee shall have the power to remove any member of the Committee for good and proper reason. The Management Committee may appoint any other member of the Group as a Committee member to fill a vacancy, provided that the maximum prescribed is not exceeded. Or: 5. BOARD OF TRUSTEES The Group's affairs shall be administered by a Board of Trustees elected at the Annual General Meeting. The Board of Trustees will comprise a minimum of 3 members of the Group, including a Chairman, Secretary and Treasurer. A quorum for decisions shall consist of one third of Board Members plus one. In the absence of a quorum, business may be dealt with but any decisions taken only become valid after ratification at the next meeting at which a quorum exists. Decisions will be made by a simple majority of those present who are entitled to vote. Meetings will be held at a time and place convenient to the majority of the Board membership. Meetings can be a physical meeting; a meeting held by electronic means in real time or a meeting held by telephone where each of the participants can hear each other throughout. Minutes will be recorded for all meetings and distributed to all Board members. Accounts will be maintained and a financial report given at each Board meeting. Any member of the Group can be co-opted onto the Board of Trustees to fill a vacancy. The Board of Trustees may co-opt a person or persons onto the Board of Trustees providing that person is linked with the aims of the Group. Voting at Board of Trustee meetings shall be by a show of hands or other clear indication. lf there is a tied vote, then the Chairman shall have a second vote.	The name adopted for the key individuals who will administer the Group on behalf of its members can be Management Committee, Trustees, or whatever name suits. The number of people involved should be manageable, so not less than 3 but up to however many would be practical to meet regularly and be quorate to make decisions. Consider whether you might need online or telephone meetings as well as face-to-face meetings, if so a show of hands alone won't be enough for voting.
6) THE DUTIES OF THE OFFICERS a) The duties of the Chairperson shall be to: Chair meetings of the Committee and the Group. Represent the Group at functions/meetings that the Group has been invited to and Act as the spokesperson of the Group when necessary. b) The duties of the Secretary shall be to: Keep a membership list. Prepare in consultation with the Chairperson the agenda for meetings of the Committee and the Group. Take and keep minutes of all meetings and Collect and circulate any relevant information within the Group. c) The duties of the Treasurer shall be to: Supervise the financial affairs of the Group and Keep proper accounts that show all monies received and paid out by the Group. Or: 6. DUTIES OF THE OFFICERS a) The duties of the Chairman shall be: to preside at meetings of the Board and the Group as may be required by the Board to act as the principal spokesperson on public occasions or when representations are being made on behalf of the Group to public bodies. b) The duties of the Secretary shall be: to prepare in consultation with the Chairman, the agenda for the meetings of the Board to take and keep minutes of all meetings to collect and disseminate information on all matters affecting the Group. c) The duties of the Treasurer shall be: to supervise the financial affairs of the Group to ensure that proper accounts are kept with regards to all monies received by and paid out by the Group	This section lays out the minimum expectation of what the elected Officers of the Group will need to do in order to manage the group.
7. MEETINGS a) Annual General Meeting. The Group shall hold an Annual General Meeting (AGM) in the month of February. All members shall be given at least fourteen days notice of the AGM and shall be entitled to attend and vote. The business of the AGM shall include: 1) Receiving a report from the Chairperson on the Group’s activities over the year. 2) Receiving a report from the Treasurer on the finances of the Group. 3) Electing a new Management Committee and 4) Considering any other matter as may be decided. At least 5 members must be present for the Annual General Meeting and any other General Meeting to take place. b) General Meetings There shall be 3 General Meetings (excluding the AGM) each year. c) Special General Meeting. A Special General Meeting may be called by the Management Committee or 3 members to discuss an urgent matter. The Secretary shall give all members fourteen days notice of any Special General Meeting together with notice of the business to be discussed. Or: 7. GENERAL AND ANNUAL GENERAL MEETINGS (AGM) (a) There shall be an Annual General Meeting in each calendar year between September and November. A minimum of one month's notice shall be given for the Annual General Meeting. (b) The Annual General Meeting shall: approve the annual verified accounts, or statement of income and expenditure; appoint an accounts auditor or verifier to independently examine the accounts at least once a year; approve the signatories for the bank account; elect a Board for the year; elect a Chairman, Treasurer and Secretary for the year; receive a report on the year's activities; and decide any other business. (c) A General meeting can be called at any time by the Board or a minimum of 3 members. At least 21 days' notice will be given of the business to be discussed. (d) General and Annual General Meetings will only go ahead it 20% of the members attend. Decisions shall be made by a simple majority of those attending. In the event of a tie the Chairman shall have the casting vote.	The timing of the AGM should be when the majority of Group members are likely to be able to attend and keeping that as flexible as possible will make it easier for the Group to operate. Deciding on a quorum for a meeting to go ahead and be able to take decisions should be thought through carefully – it needs to be enough people to sensibly make decisions, but not too many that meetings are not likely to be quorate. Sometimes percentages are easier to comply with than a stated number. The amount of notice for meetings should be realistic.
8) FINANCE All monies received by or on behalf of the Group shall be applied to further the aim of the Group and for no other purpose. Any bank accounts opened for the Group shall be in the name of the Group Any cheques issued shall be signed by the Chairperson and the Treasurer. The Group shall ensure that its accounts are independently examined every year. The Group may pay reasonable out of pocket expenses including travel and meal costs to members or Management Committee members. Or: (a) The Group may raise funds as necessary to fufill its aims and no other purpose. (b) The Group shall open a bank account in the name of xxxx Freegle. (c) The Group shall decide at the AGM who shall be the approved signatories. There shall be a minimum of three signatories, with two approved signatures required for any withdrawal. (d) If appropriate and agreed by the Board of Trustees, a savings account may be operated as well as the main bank account.	It is good safeguarding to the Group and the individuals to have at least two signatories on every cheque or electronic payment. Two out of a minimum of three signatories ensures payments can be made even if one of them is not available for some reason.
9. EQUAL OPPORTUNITIES The Group is committed to working with regard to equal opportunities, specifically prohibiting any conduct or practice which discriminates or harasses on the grounds of race, gender, age, sexuality, disability, religion, political belief, ethnic origin, marital status or nationality.	This can be a separate statement (as here) or included in the aims/objects or membership section or left out altogether. The reason for including it here as a separate item was to provide a clear statement to satisfy funders, because many want community groups to have an Equal Opportunities policy.
10 ALTERATIONS TO THE CONSTITUTION Any changes to this Constitution must be agreed by at least 5 of those members present and voting at any General Meeting. Or: Any changes to this Constitution must be agreed by a simple majority of those members present and voting at any General Meeting.	This is important to include as otherwise there is no mechanism to change anything. Consider carefully a realistic number needed for a quorum to vote for any changes.
11. DISSOLUTION The Group may be wound up at any time if agreed by 7 of those members present and voting at any General Meeting. In the event of winding up, any assets remaining after all debts have been paid shall be given to another Group under the Freegle umbrella. Or: The Group may be wound up at a General Meeting if a majority of those members present and eligible to vote agree to do so. In the event of winding up, any assets remaining, after all debts have been paid, shall be distributed to other properly constituted groups or organisations with similar aims. The majority shall be 10% of members present plus one.	Again this is important to include. Give some thought to the amount of people needed to dissolve the group, bearing in mind that volunteers often drift away and can’t be contacted to attend a meeting. There needs to be a statement of what will happen to any assets owned by the Group; again you might wish to consider not making this too restrictive so that it is hard to give them away!
12. ADOPTION OF THE CONSTITUTION Until the first AGM takes place, the persons whose names, addresses and signatures appear at the bottom of this document shall act as the proposed Management Committee referred to in this constitution. Chairperson ................... Name, Address................................ Secretary ...................... Name, Address ............................... Treasurer ...................... Name, Address ............................... Or: 12. DATE This Constitution was adopted by the first members on xxxxx(date) and signed on behalf of the Members by: ................................. Name, Chairman ................................. Name, Secretary ................................. Name, Treasurer	The constitution needs to be signed and the original stored away safely. The constitution does need to be dated. If any amendments are made in the future, these need to be clearly recorded in the minutes of the meeting that approved the change and then a notation added to the document and signed again by named officers, and dated.

For examples of constitutions that comply with Charity Commission registration, go to this link [3] .

All areas of the country also have Voluntary Action groups which you can contact to ask for advice. They are very helpful.

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