Transition Town Louth, Lincolnshire.

Note: This constitution was adopted at the general meeting held on Wednesday 10th December 2008.

CONSTITUTION of TRANSITION TOWN LOUTH

An Unincorporated Not-For-Profit Association

  1. NAME

    2. The name of the Association shall be "Transition Town Louth” (TTL).

  2. AREA

    3. The initial area covered by TTL shall be Louth, (Lincolnshire) and its surrounding parishes.

  3. AIMS

    4. The Aims of TTL shall be:

    1. To raise awareness of the issues associated with the twin challenges of Peak Oil and Climate Change and the consequent need to develop a low carbon, sustainable future through ethical, social, cultural, economic, environmental and community action.
    2. To promote, encourage and support the development of education and research concerning areas affected by resource depletion.
    3. To provide the membership, other groups, and individuals with the encouragement and support necessary to make the transition to a low carbon, sustainable, ethical future.

    TTL will pursue these aims by:-

    1. Supporting and encouraging local and community action on Peak Oil and Climate Change
    2. Supporting and working with other Transition Towns and similar community-led initiatives
    3. Engaging with other organisations, including statutory, voluntary, and business, where appropriate.

  4. POWERS

    5. In pursuance of these aims, TTL may:

    1. Publish and distribute information and comment
    2. Undertake, support or promote, education and research
    3. Raise funds
    4. Run events
    5. Recruit volunteers
    6. Employ staff
    7. Buy or lease premises and equipment
    8. Enter into contracts
    9. Undertake any trade, business, enterprise, project or venture which could contribute to the delivery of the aims and objectives.
    10. Participate in any other legal activity that could help deliver the stated aims and objectives.

  5. MEMBERSHIP

    1. All TTL members shall be individuals or organisations admitted without reference to wealth, politics, religion, sex, disability, age or sexual preference, and who live, work or operate in the area described in rule 2 and who are in agreement with the stated aims.
    2. All TTL members shall support and uphold the provisions of the The Universal Declaration of Human Rights adopted and proclaimed by United Nations General Assembly resolution 217 A (III) of 10 December 1948.
    3. Membership shall be free but shall be confirmed by a formal entry on a Register of Members.
    4. A member shall cease to be a member if she/he:
      1. resigns; or
      2. is requested to resign by three-quarters of members voting to this effect; or
      3. dies.
    5. Any members expelled shall be entitled to appeal against the expulsion at an Extraordinary General Meeting.

  6. NOT FOR PROFIT

    7. TTL shall not trade for profit. Any surplus funds shall:

    1. be deposited in a general reserve for the continuation and development of TTL;
      or, subject to a formal resolution of the TTL general meeting,
    2. be paid, in part or in full, as payment to any member in return for services rendered, for reasonable wages, bonuses and repayments of expenses, interest on money borrowed, or reasonable rent on premises let to TTL;
    3. be donated, in part or in full, to another organisation or community group in pursuance of the aims of TTL.

  7. GENERAL MEETINGS

    1. The running of TTL is subject to regular review and all members are encouraged to participate.
    2. TTL shall, in each calendar year, hold a General Meeting as its Annual General Meeting. Every Annual General Meeting shall be held not more than fifteen months after the preceding Annual General Meeting. The first Annual General Meeting shall be held within eighteen months of formation.
    3. An Annual General Meeting must be called by at least twenty-one days’ notice to all members, unless three- quarters of all the members entitled to attend and vote decide on shorter notice. This shorter notice must still be given to all members.
    4. Regular general meetings will be held (no less than quarterly).
    5. Any three members or ten percent of members (whichever is greatest) may call a general meeting.
    6. Notice of General Meetings shall be given of at least fourteen days. This notice will either be sent (by post or electronically) to all members, or shall be displayed at a location (real or virtual) agreed in advance by general meeting.
    7. The Annual General Meeting must consider accounts, balance sheets, the reports of the accountants/book- keepers, and the appointment of, and the fixing of the remuneration of, the accountants/book-keepers.

  8. PROCEEDINGS AT GENERAL MEETINGS

    1. Each member, whether an individual or an organization, shall have one vote. Non-members are welcome to attend, but may not vote.
    2. No business shall be transacted at a general meeting unless a quorum of members is present. Unless and until otherwise decided by a general meeting, five members shall be a quorum.
    3. If such a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or such time and place as all members present agree to, and all members shall be given such notice as is practicable of the time, date and place of such an adjourned meeting.
    4. At each general meeting, the facilitator for the next general meeting will be agreed by drawing from the descending alphabetical list of members. Facilitating a general meeting is voluntary and passes to the next name on the register of members until the named person is willing to facilitate a useful meeting.
    5. All decisions at general meeting shall be made by consensus following the fullest discussion in which all members are entitled to speak freely. By consensus is meant a situation where those not in agreement agree not to maintain an objection. In the event of consensus not being reached the matter shall be adjourned to the next meeting when another attempt at consensus will be tried. If consensus is still not reached, the matter will be decided by a simple majority of votes.
    6. The facilitator at any meeting shall not have a second or casting vote and the resolution shall be deemed to be lost if there is an equality of votes.
    7. Minutes shall be taken of each General Meeting and shall be circulated (electronically or by other means) to all Members within two weeks of the meeting and shall be maintained as required by rule 10(b).

  9. ELECTED OFFICERS AND COMMITEES

    1. The Annual General Meeting shall appoint a treasurer and a secretary.
    2. The general meeting may appoint roles to members to perform duties and may delegate powers as necessary.
    3. If the general meeting chooses it may appoint a committee (or committees, sub committees, sub groups, working groups and research groups) to operate within parameters set by general meeting and with powers delegated from general meeting.
    4. Committees may appoint roles to members and/or form sub committees, sub groups, working groups and research groups to perform duties and may delegate powers as necessary. Each sub committee, sub group or working group shall report its actions to the next available general meeting.
    5. The general meeting may decide to delegate the day-to-day management of TTL to a management committee, which will be known as the "Action Group."
    6. The Action Group will report its past activities to each general meeting. It will also prepare quarterly plans for the forthcoming quarter to be approved by the general meeting.
    7. The Action Group will be composed of all officers elected by general meeting together with all members elected by general meeting to serve as Action Group members.
    8. The Action Group may co-opt members provided these co-opted individuals make up no more than 25%, of the action group, or two individuals, whichever is the greater.
    9. The treasurer shall be responsible for keeping a true record of accounts as stated in rule 11(a).
    10. The secretary shall be responsible for:
      1. giving proper notice of all general meetings.
      2. receiving items for inclusion on the agenda of general meetings up to three days before said meeting.
      3. keeping proper records as stated in rules 10(a) and 10(b).

  10. RECORDS

    1. TTL shall keep a register of members stating when members were admitted and when they relinquished membership and any members appointed roles or committee memberships held.
    2. TTL shall keep minutes books in which the dates, times and places of general meetings, along with decisions reached during those meetings and members present at those meetings are noted for all members to refer to.

  11. ACCOUNTS

    1. TTL shall keep a record of the sum and nature of expenditure and receipts of monies, all sales and purchases of goods and all its assets and liabilities.
    2. The records, including accounts, shall be kept in a place decided by the general meeting, and shall always be open to the inspection of all members at reasonable hours and by other persons authorised by TTL in general meeting.

  12. INDEMNITY

    13. Every Member or auditor or officer of TTL shall be indemnified out of the assets of TTL against all losses or liabilities incurred by him/her in or about the execution and discharge of the duties of his/her office, except to the extent that such losses or liabilities shall be attributed to either:

    1. fraud or other matters in respect of which such person concerned shall be convicted of a criminal offence; or
    2. negligence; or
    3. actions knowingly beyond the scope of a specific authority or limit thereon on the part of such person.

  13. SECONDARY RULES, BYLAWS AND STANDING ORDERS

    14. Rules, bylaws and standing orders can be made by TTL in general meeting and/or by those officers or committees that have been delegated authority by general meeting so long as any rules, bylaws and standing orders do not conflict with this constitution or the will of the general meeting.

  14. CHANGING RULES

    1. Any rule in this constitution can be dropped or changed or a new rule made at a General Meeting where all members have been given 21 clear days prior notice of the change proposed and the date, time and location of the general meeting, except Rules 6, 14 and 15, which shall not be changed.
    2. A General Meeting that will consider a new or changed rule cannot be called with less than 21 days notice as described in rule 7(f) but must be called with the full twenty one days notice.

  15. DISSOLUTION

    16. In the event of winding up or dissolution of TTL, after the satisfaction of all its debts and liabilities, the assets remaining shall be given or transferred to some other not for profit organisation chosen by the members and having aims similar to those of TTL.

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