THE FALKLAND ISLANDS ASSOCIATION
1. Name. The Association shall be known as "The Falkland Islands Association" (which is referred to throughout this document as "the Association").
2. Aim. The Aim of the Association is to support the right of the people of the Falkland Islands to decide their own future.
3. Activities. The Association has no role to play in the domestic politics or government of the Falkland Islands which are the preserve of the Falklands Islands Government and the Islanders' elected representatives. However, it may carry out any lawful activity in the UK and worldwide to promote the Aim including such things as:
a. To draw attention to the rights of peoples to self-determination set out in the UN Charter Article 1.
b. To raise awareness about the problems facing the Falkland Islands arising from Argentina's sovereignty claim and the policies Argentina's governments adopt in its pursuit.
c. To challenge incorrect or misleading statements in the press and elsewhere concerning the Falkland Islands.
d. To influence public opinion if ever it appeared that the status of the Falkland Islands as a British Overseas Territory was about to be changed without the consent of its people.
e. To study and research history and current affairs related to the Falkland Islands and to make public the results.
f. To highlight the political, economic and social progress made by the Falkland Islands since the 1982 conflict.
g. To publish and distribute literature including a Newsletter and to operate a website.
h. To hold and encourage commemorative, social, educational and cultural events.
i. To operate a membership scheme open to individuals and organisations.
4. Types of Membership. The Association shall be open to all who support its Aim and shall consist of Individual, Corporate and Honorary Members as set out below:
a. Individual Members. Individual Members are persons over the age of eighteen years who pay an annual subscription. Each Individual Member has the right to attend General Meetings and cast one vote either in person or at a distance as defined in Paragraph 11f. Categories of individual membership together with their subscription rates and rules are to be decided as circumstances require by the Executive Committee. Joint or group membership of individuals may be provided under rules decided by the Executive Committee.
b. Corporate Members. Corporate Members are organisations of any kind which pay an annual subscription at a rate decided by the Executive Committee as circumstances require. Corporate Members have the right to send a representative to General Meetings who may cast one vote either in person or at a distance as defined in Paragraph 11f.
c. Honorary Members. Honorary Members are appointed by the Executive Committee for special or outstanding services to the Association or the Falkland Islands. They are appointed for such a period and under such conditions as the Committee shall decide. Honorary Members need not pay a subscription but may attend General Meetings and cast one vote either in person or at a distance as defined in Paragraph 11f.
5. Applications for Membership. Applications for membership are to be in writing, signed by the applicant
and accompanied by the appropriate subscription. Alternatively, application may be made using the online process on the Association's website. Any application may be rejected provided that each individual case is considered and decided by the Executive Committee, the decision of which shall be final. When a person has submitted an application and paid the appropriate subscription they shall be a Member of the Association as soon as a receipt has been issued unless their application is rejected. Once a Member, they are deemed to be bound by the provisions of this Constitution.
6. Removal from Membership. In addition to the provision in Paragraph 7b below, the Executive Committee may remove any Member who is considered to be detrimental to the interests or reputation of the Association and its decision will be final.
a. Timing of Subscriptions. Every Individual and Corporate Member shall pay an Annual Subscription at the rate decided from time to time by the Executive Committee. Subscriptions are due on 1 April each year. The payment made by any Member joining between 1 December and 31 March shall cover their membership until 31 March the following year.
b. Non-Payment of Subscriptions. Any Member who has not paid their subscription by 30 June in any year may automatically be removed from the list of Members. They shall not be entitled to attend General Meetings or events, receive publications, or otherwise take part in the activities of the Association but may be reinstated at the discretion of the Executive Committee if payment is received late.
c. Waiving of Subscriptions. The Executive Committee may for special reasons wholly or partly waive the payment of any subscription provided the circumstances are recorded in the Minutes of a meeting.
a. The Election of Officers. The following three officers of the Association shall be elected annually at the Annual General Meeting: the Chairman, the Honorary Secretary and the Honorary Treasurer.
b. The Chairman. The Chairman of the Association is to be elected on an annual basis up to a maximum of three years when he will normally retire. However, if no other candidate is available, or for some other reason, he may continue in post subject to annual re-election at the Annual General Meeting.
c. Nominations for Officers. Nominations for the three officer appointments may be made by any Member and shall be received by the Honorary Secretary in writing, including by email, not less than twenty-eight days before the Annual General Meeting. At the same time, the person nominated shall indicate in writing their willingness to stand.
9. The Executive Committee. The business and affairs of the Association shall be managed by an Executive Committee as follows:
a. Composition. The Executive Committee shall consist of not more than fifteen members as follows: the Chairman, the Honorary Secretary and the Honorary Treasurer plus up to twelve Individual Members. The strength of the Committee may be increased to a maximum of eighteen by co-option under the terms of Sub-Paragraph c (3) below.
b. Nomination, Election and Terms of Service. The officers of the Association and other Members of the Executive Committee shall retire each year at the Annual General Meeting but shall be eligible for re-election. Any Member may nominate any other Member to be a candidate either for one of the Officer appointments or for membership of the Executive Committee. To enable the nominations to be promulgated before the Annual General Meeting, they should reach the Honorary Secretary in writing, including email, not less than twenty-eight days before the Annual General Meeting.
(1) General. The Executive Committee shall have the sole control and management of the income and property of the Association and the entire management and oversight of its affairs without exception.
(2) Sub-Committees. The Executive Committee may appoint sub-committees composed and for such purposes as they think fit. The Executive Committee may delegate to any sub-committees such of their own powers as they feel appropriate.
(3) Co-Option. The Executive Committee may co-opt Individual Members to fill vacancies occurring on a one-for-one basis. In addition, it may co-opt up to three Individual or Honorary Members over and above the normal strength of the Committee. All co-opted Members shall retire at the Annual General Meeting following their appointment but shall be available for election.
(4) Division of Duties. The Executive Committee may appoint from within its own number individuals to carry out specific duties as may seem necessary depending on the circumstances including, for example: Deputy Chairman, Membership Secretary, Development Secretary, Events Secretary, Website Administrator.
(5) Meetings. The Executive Committee shall meet not less than three times per year. A quorum shall be five members, including officers, but if the strength of the Executive Committee has fallen below ten members the quorum shall be three members including officers. Decisions taken at a meeting of the Executive Committee shall be recorded in the minutes of that meeting. Decisions taken out of committee, including by email, shall be recorded in the minutes of the next meeting of the Executive Committee.
(6) Honorary Officers. The Executive Committee may appoint Patrons, Presidents and Vice-Presidents or such other Honorary Officers as it thinks fit to hold office under such terms and for such periods as it may decide.
(7) Removal of a Committee Member. The Executive Committee may resolve to remove one of its own members for non-attendance at meetings or for some other reason. The vacancy so created may be filled by co-option (see sub-paragraph c (3) above).
d. Conflicts of Interest. Members of the Executive Committee are to declare any conflicts of interest before any matters are discussed in which they, their families or associates have an interest of any kind, financial or otherwise. They shall not take part in any vote on a matter in which they are conflicted.
10. Falkland Islands Committee. The Aim and Activities of the Association as set down in Paragraphs 2 and 3 of this Constitution may be supported by a Committee in the Falkland Islands composed of Members of the Association under the following guidelines:
a. Rules. The Falkland Islands Committee shall elect its own members in accordance with its own rules. The rules shall be made available to, and agreed by, the Association’s Executive Committee.
b. Finance. It may control its own bank account but the funds in it form part of the Association’s funds and shall be included in the Association's accounts. Bank statements and other records shall be provided to the Honorary Secretary on request. As far as local conditions allow, the rules set out in Paragraph 13 below shall be followed.
c. Rights of Attendance. The Chairman of the Falkland Islands Committee, or a person nominated by him, has the right to attend the meetings of the Executive Committee either in person or by electronic link providing it is reasonably possible to provide such a link. Similarly, the Chairman of the Executive Committee, or a person nominated by him, has the right to attend meetings of the Falkland Islands Committee in person or by electronic link. Members of each committee have the right to attend meetings of the other committee in person when they are in the UK and the Falkland Islands respectively, providing they have given the relevant committee at least twenty-four hours' notice. The right to attend does not include the right to vote.
d. Minutes of Meetings. Minutes of the meetings of the Executive Committee shall be sent to the Chairman of the Falkland Islands Committee. Minutes of the meetings of the Falkland Islands Committee shall be sent to the Association's Honorary Secretary who shall make them available to the Executive Committee.
11. Annual General Meeting. General Meetings are of two kinds, the Annual General Meeting and Extraordinary General Meetings. The Annual General Meeting of the Association shall be held once in every calendar year as follows:
a. Convening. Not less than twenty-one days' notice of the time and place of the meeting shall be given to all Members.
b. Chair. The Chair shall be taken by the Chairman of the Association. In the absence of the Chairman, the members of the Executive Committee present will appoint a Chair.
c. Quorum. The quorum shall be fifteen Members present in person who may be Individual Members, Honorary Members or single representatives of Corporate Members. If there is no quorum at the time given for the start of the meeting, the Chairman may at his discretion delay the start. If, after the delay, there is still no quorum the Chairman shall terminate the meeting and cause it to be held at a later date.
d. Standard Business. The matters to be dealt with at the Annual General Meeting are:
(1) Report of the Executive Committee. To receive and if approved adopt the Annual Report of the Executive Committee.
(2) Accounts. To receive and if approved adopt the accounts of the Association to the end of the last preceding financial year.
(3) Accountants. To approve independent accountants who are qualified to draw up the accounts and carry out a full audit if the Executive Committee considers a full audit necessary.
(4) Resignations & Elections. To accept the resignations of the officers and members of the Executive Committee and to elect officers and members of the Executive Committee for the coming year.
(5) Comments and Questions from Members. To provide an opportunity for Members to make comments and ask questions. The Chairman shall have discretion in controlling and terminating this part of the meeting.
(6) Special Matters. To deal with any special matter which the Executive Committee desires to bring before the Members.
e. Notification of Business in Advance. Not less than fourteen days before the Annual General Meeting the agenda and supporting papers shall be posted on the Association's website. The papers should be sufficient to enable Members to make informed decisions.
(1) Voting Options. Members shall have the option of either voting at the Annual General Meeting in person or voting at a distance. Voting at the meeting in person is to be by a show of hands. Voting at a distance is to use a system involving the Association's website. It is not permitted for Members to vote twice, both at a distance and in person.
(2) Majority of Votes Decides. Every question shall be decided by a majority of votes cast after adding the votes of Members at the meeting in person and those who have voted at a distance.
(3) Tied Vote. In the case of a tied vote the Chairman of the meeting shall have a second or casting vote.
(4) Voting Rights. Every Individual and Corporate Member whose subscription is fully paid up to the date of the meeting has the right to one vote either in person or at a distance. All Honorary Members shall also have one vote.
12. Extraordinary General Meetings.
a. Convening. General Meetings between Annual General Meetings may be convened in special circumstances and they are known as Extraordinary General Meetings. The Executive Committee may convene an Extraordinary General Meeting at any time providing it gives all Members at least twenty-one days' notice together with the reasons for which the meeting is called. In addition, if the Executive Committee receives a request in writing signed by not less than twenty Individual, Corporate and Honorary Members it must within twenty-one days give all Members not less than twenty-one days' notice of an Extraordinary General Meeting.
b. Business at the Meeting. No business shall be transacted at such a meeting other than that specified in the notice. Full details and any necessary supporting documents are to be placed on the Associations' website not less than fourteen days before the meeting.
c. Amendments to the Resolution at the Meeting. Amendments to any resolution proposed at the meeting shall only be permitted at the discretion of the Chairman.
d. Conduct. The conduct of Extraordinary General Meetings is the same as for Annual General Meetings.
a. Financial Year. Unless otherwise determined by the Executive Committee, the financial year of the Association shall end on the 31 March of every year.
b. Restrictions on the Use of Funds. The funds of the Association shall be applied solely towards the furtherance of the Aim of the Association. However, payments are specifically permitted for:
(1) Expenses Claims. Repayment of reasonable expenses by anyone incurred on the Association's business. Such repayments shall be made in accordance with rules decided as circumstances require by the Executive Committee. The rules should be available on the Association's website.
(2) Payment for Services. Any individual or organisation, except members of the Executive Committee, may be paid for services rendered to the Association. Every such payment must receive the prior approval of the Executive Committee or the appropriate Officer with delegated authority.
(3) Insurance. The activities of the Association, including those of the Executive Committee, may be protected by Public Liability and other necessary insurances.
c. Honorary Treasurer. The Honorary Treasurer is to keep records of all receipts and payments made by the Association. These records plus bank statements and any other relevant financial papers are to be made available to the Association's accountants and may be inspected by the Executive Committee.
d. Bank Accounts. All funds belonging to the Association shall be deposited in a bank account or accounts in the name of the Association.
e. Funds not needed for Immediate Use. Funds not needed for immediate use may be deposited in savings products available from UK high street banks.
f. Authorised Signatories. The Executive Committee shall nominate up to four of its number as authorised signatories who may have access to the bank accounts and may sign any cheque or money transfer order. The Executive Committee shall also determine the signing rules including financial limits and the occasions on which two signatures are required. One of the authorised signatories may make online payments.
g. Annual Accounts. The Executive Committee shall place before the Members of the Association at each Annual General Meeting accounts produced by qualified accountants up to the end of the previous financial year. Because of the considerable expense involved, the accounts need not be fully audited. However, the Executive Committee, may direct that the accounts should be fully audited notwithstanding the additional expense.
14. Property. The Association shall not own or rent any land or buildings. At the discretion of the Executive Committee, the Association may own computers and other equipment necessary to its work. In the event of a bequest of land or buildings the Executive Committee shall take immediate steps for the property to be sold and the funds so raised to be placed in the Association's accounts.
15. Employment of Staff. The Association shall not have any direct employees. However, it may pay individuals, except members of the Executive Committee, or organisations for services received including for example legal work, accountancy, website management and printing.
16. Notices. The accidental omission to give notice of a meeting, or the non-receipt of a notice of a meeting, by any Member shall not invalidate any proceedings or resolutions at any meeting of the Association or any Committee.
17. Records and Minutes. Minutes shall be kept of all General Meetings and all meetings of the Executive Committee, the Falklands Islands Committee and sub-committees. Minutes of every such meeting shall be confirmed and signed by the Chairman of a subsequent meeting and when so confirmed and signed shall be conclusive as to all matters and things recorded.
18. Dissolution. A motion to dissolve the Association may only be made at a General Meeting and to effect a dissolution at least three-quarters of the Members voting in person or at a distance shall vote in favour of the dissolution. If a motion to dissolve the Association is carried, the Association’s funds, property and assets (if any) shall be disposed of for charitable purposes connected with the Falkland Islands or other charitable purposes as the Executive Committee shall determine. No Member of the Association shall receive any of the funds, property and assets.
19. Alteration to the Constitution. The Constitution of the Association may be altered at any General Meeting of which the notice shall state the proposed change or changes. The votes of at least two-thirds of the votes cast shall be required to effect any alteration. Any amendment proposed at the meeting shall only be permitted at the discretion of the Chairman.
20. Interpretation of the Constitution.
a. Problems of Interpretation. If there is any ambiguity or difference of opinion concerning the meaning or interpretation of any part of this Constitution, or to deal with any matter not provided for in it, reference shall be made in writing to the Honorary Secretary of the Association who shall refer the matter to the Executive Committee. The decision of the Executive Committee shall be final.
b. Gender. In this Constitution words which appear to imply one gender also apply to others.
This revised Constitution was proposed to the Membership at the Annual General Meeting on 25 January 2020 and was agreed. The revision was undertaken by the Executive Committee consisting of the following:
John Duncan OBE - Chairman
Saul Pitaluga - Vice Chairman
Tym Marsh - Hon Sec & Hon Treasurer
Paul Martinez - Co-opted
The Falkland Islands Association, c/o Falkland House, 14 Broadway, London, SW1H 0BH
Tel: 020 3764 0824 Email: email@example.com
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