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Sunday 26 September 2010

Draft Constitution

The constitution will be discussed at our AGM, at 7pm on October 20th, Mycenae House, Mycenae Road, SE3 7SE

Constitution for Transition Westcombe
1. Our Group 3
1.1. The Group Transition Westcombe 3
1.2. Our Vision of a Low Carbon, Sustainable and Resilient Future 3
1.3. The Powers of Transition Westcombe 4
2. Our Members 5
2.1. Membership of Transition Westcombe 5
2.2. Benefits to TW Members 6
3. Our Organisation 6
3.1. The Co-ordinating Group 6
3.2. Specialist Groups 8
4. Our Meetings 8
4.1. Annual General Meetings 8
4.2. Special General Meetings 9
4.3. Co-ordinating Group Meetings 11
4.4. Specialist Group Meetings 11
5. Our Funds 12
51. TW Income 12
5.2. TW Payments 12
5.3. TW Accounts 13


1. Our Group
1.1. The Group Transition Westcombe
Our Constitution The name of the Unincorporated Association defined by this document is Transition Westcombe, which is abbreviated in this document to TW.
This document is the Constitution of Transition Westcombe.
This constitution has been adopted by the Initiating Committee of TW.
This Constitution can only be altered by a Resolution passed at an Annual General Meeting or Special General Meeting.
Notices of Annual General Meetings or Special General Meetings shall include details of any alterations proposed to this Constitution.
Members may submit proposals to change this Constitution to the Co-ordinating Group at any time. Proposals to change this Constitution shall be made in writing.
Our Identity Our identity includes the names Transition Westcombe and TW and the TW logo. The TW logo is the design shown on the cover of this Constitution.
The identity of Transition Westcombe (TW) is owned by TW and shall not be misrepresented by any individual, whether or not that person is a TW member.
The Co-ordinating Group may withhold use of the Name and Logo of TW where it considers that the Aims, Objectives and Interests of TW will not be upheld.
Our Location The area covered by TW shall be the area of Greenwich bounded by the A102, Shooters Hill Road, Maze Hill and Trafalgar / Woolwich Road, and its environs.
Our Aims • To raise awareness in Westcombe of the challenges of Peak Oil, Resource Depletion and Climate Change;
• To work with and support people and organisations in Westcombe to develop a low carbon, sustainable and resilient future for the community
Our Objectives • To create and to help implement an Energy Descent Action Plan for Westcombe – a 20 year plan to systematically reduce fossil fuel dependency;
• To create and support Specialist Groups that have Aims, Objectives and Interests which are consistent with those of TW.
• To do this without support for any one political party.

1.2. Our Vision of a Low Carbon, Sustainable and Resilient Future
Our Vision
A Low Carbon, Sustainable and Resilient Future for Westcombe This central tenet of our aims determines the following goals for TW:
Energy and Carbon Emissions Moving towards zero carbon emissions by transforming work, social, domestic and leisure activities. This may include a detailed audit for Westcombe and its environs to understand the immediate challenges and vulnerabilities to Peak Fossil Energy.
Waste Moving towards zero waste by reducing the use of resources, increasing re-use and recycling of materials, reducing pollution and landfill.
Transport Reorganising our transport systems towards zero carbon emissions by changing transport methods, needs and habits.
Materials Sourcing sustainable materials and making choices to reduce environmental impacts.
Food Encouraging local and sustainable food, including reducing food waste and choosing sources with the lowest environmental impacts.
Water Moving towards a sustainable water supply by reducing water use, and encouraging re-use of water.
Natural Habitats Encouraging natural habitats and wildlife through the conservation and restoration of biodiversity and minimising local environmental impacts.
Culture and history Maintaining our local identities through enhancing local cultures and by conserving valuable local historical artefacts and memories.
Equity and Fair Trade Encouraging equity and fair trade through making considered choices that improve global equity and reduce exploitation.
Social Organisation and Democracy Working with other community organisations and local government to implement our aims and objectives.
Education and Re-skilling for energy descent Understanding the skills base in Westcombe and anticipating the future skills needs of a community in Energy Descent, and engaging schools and young people in this process.
Business and Industry Understanding how business and industry in the Westcombe area will be affected by Peak Fossil Energy, anticipating changes and developing a thriving local economy.
Local Finance Local finance includes understanding how global finance will need to adapt or be succeeded by local financial models to support a community in Energy Descent.

1.3. The Powers of Transition Town Westcombe
Powers
Initiating phase
At the appropriate time, the TW Initiating Committee shall change to being comprised of Elected Representatives from the Specialist Groups. Until this Transformation, the Initiating Committee shall fulfil the functions of the Co-ordinating Group, but shall undertake actions and duties in a less formal way.
This Transformation of the Initiating Committee shall occur once:
• Sufficient specialist groups are established within TW;
• Representatives have been elected from each of the specialist groups;
• The resolution to transform the Initiating Committee is accepted at an Annual General Meeting or a Special General Meeting.
Elected representatives from specialist groups shall on transformation become known as the Co-ordinating Group. The Specialist Groups shall arrange their own elections in order to provide these elected representatives.



Powers
Our Powers and duties The powers that the Co-ordinating Group and people reasonably acting on behalf of TW may carry out are:
• Recruiting, maintaining, recording and on resignation removing membership;
• Publishing and distributing information for the benefit of TW;
• Forming, supporting, and separating specialist groups within TW;
• Liaison and communication with individuals and organisations, including the media;
• Engaging in, supporting and promoting education and research relevant to the aims, objectives and interests of TW;
• Raising, spending, supervising and recovering TW funds;
• Organising events and activities within the aims, objectives and interests of TW;
• Hiring or arranging hire of venues for events and activities;
• Registering with appropriate authorities as required by statute and regulations;
• Joining umbrella groups and organisations for social and publicity purposes where these are consistent with the aims, objectives and interests of TW;
• Participating in other activities consistent with the aims and objectives in this constitution that are appropriate for an unincorporated association.
In particular, the Co-ordinating Group shall be responsible for:
• Holding and attending Co-ordinating Group and Annual and Special General Meetings;
• Informing TW Members of forthcoming Co-ordinating Group meetings;
• Issuing a record of decisions of Co-ordinating Group Meetings;
• Co-ordinating the activities of TW and its specialist groups;
• Events and activities within the aims, objectives, interests and powers of TW;
• Communicating with the TW membership;
• Administration of TW funds;
• Administration of the TW web presence;
• Arranging insurance for the interests of TW and TW members undertaking duties on behalf of TW;
• Complying with relevant statutes and regulations;
• Managing unforeseen issues until these can be considered and accepted by TW members at an Annual General Meeting or Special General Meeting.
Dissolution
Dissolution of TW can only occur as a result of a resolution at an Annual General Meeting or Special General Meeting.
The proposed date of dissolution in the resolution shall be arranged to give all TW Members 30 days notice of that date.
Before the date of dissolution, the Co-ordinating Group shall be responsible for ensuring that all monies and liabilities owed by TW have been resolved.
Any remaining TW Funds shall be divided between active projects and theme groups associated with TW or the Transition Network, as determined by the resolution.
2. Our Members
2.1. Membership of Transition Town Westcombe
Our Membership
TW Members TW shall recruit, register and on resignation remove TW Members in accordance with this Constitution.
Who is Eligible to be a Member All TW Members shall be over 16 years of age and agree to uphold this Constitution and who also live or work in or near Westcombe Park.
Applications and decisions about TW Membership shall make no reference to race, ethnic origin, nationality, wealth, property status, political belief, religion, gender, disability, age as an adult, or sexual preference.
Joining TW as a Member TW membership applications may be made electronically or on paper and shall include an agreement to this Constitution.
Valid TW membership applications shall be accepted and advised within 30 days.
TW Members Organising Events for TW TW Members are welcome to organise events and activities consistent with the aims, objectives, interests and powers of TW, in TW’s name with prior agreement of the Co-ordinating Group.
Voting at Annual and Special General Meetings Anyone who has been a TW member for more than 30 days may vote at an Annual General Meeting or a Special General Meeting.
All TW member votes shall be made in person at these meetings.
TW member votes may not be transferred between members.
Ceasing to be a TW Member Membership shall cease if a TW member:
• Has delivered an explicit, written resignation to an elected member;
• Is requested to resign and at least three-quarters of TW members vote to this effect at an Annual General Meeting or Special General Meeting. A member who has been asked to resign shall have the right to speak on the matter at the relevant meeting before the vote is put.
• Fails to pay outstanding monies due to TW after 30 days notice that TW membership may be withdrawn.


2.2. Benefits to TW Members
TW Accounts What You Agree
TW Benefits to Members TW may negotiate benefits for TW Members with local suppliers provided these are consistent with the aims, objectives, interests and powers of TW.
3. Our Organisation
3.1. The Co-ordinating Group
The Co-ordinating Group
Purpose of Co-ordinating Group The Co-ordinating Group has ultimate responsibility for the affairs of TW, ensuring it is solvent, well-run, and delivering the aims and objectives of TW in accordance with the interests and powers of TW.
The Co-ordinating Group shall be open and accountable to TW members about its Duties and interests. The Co-ordinating Group shall encourage involvement by TW Members in its activities.
Size of Co-ordinating Group The minimum size of the Co-ordinating Group shall be five elected members.
Where this minimum number of elected members cannot be maintained, a Special General Meeting shall be called and arranged.
There shall be no maximum number of elected members in the Co-ordinating Group.
Eligibility for the Co-ordinating Group The Co-ordinating Group shall consist of elected members.
Any eligible TW member is welcome to stand for election to become an elected member of the Co-ordinating Group.
A TW member is eligible to stand for election if he or she:
• Is a TW Member;
• Is not statutorily disqualified from acting as a member of the Co-ordinating Group
Elected Members Elections to appoint elected members on the Co-ordinating Group shall be carried out at each Annual General Meeting, or at a Special General Meeting if required because an elected member ceases to be an elected member.
Once these elections have been held, the Co-ordinating Group shall be closed to new entrants until the next Annual General Meeting or a Special General Meeting.
Treasurer and other roles One elected member shall be appointed to carry out the duties of Treasurer.
Elected members shall be appointed and maintained to carry out the duties of:
• Membership secretary, to administer TW membership;
• Communications officer, to manage communications on behalf of TW;
• And any other roles agreed as necessary.
These roles may be rotated among the elected members by agreement of the Co-ordinating Group



Ceasing to be an Elected Member An elected member shall cease to be an elected member if he or she:
• Ceases to be a TW member;
• Is absent from all valid CGMs over a period of 6 months;
• Is requested to resign as an elected member and at least three-quarters of TW members voting to this effect at a valid Special General Meeting;
• Is statutorily disqualified from acting as a member of the Co-ordinating Group.;
• Has delivered an explicit, written resignation copied to all elected members.
If there is a motion that an elected member be required to resign, he or she will have the right to speak on the matter at the relevant meeting before the vote is put.
Duties of the Co-ordinating Group All decisions and statements of the Co-ordinating Group shall be in accordance with the aims, objectives, interests and powers of TW.
Sharing Duties with TW Members TW members may be nominated by elected members in the Co-ordinating Group for specific duties on behalf of TW subject to the same provisions in this Constitution as the elected members.
Co-ordinating Group Interests All elected members shall declare any commercial or financial interest they hold, or benefit they may derive, which may be affected by the decisions of the Co-ordinating Group and therefore presents a conflict of interest.
The Co-ordinating Group shall decide how to overcome any conflicts of interest as they arise.
Details of a conflict of interest may be held within the Co-ordinating Group but the existence of a Conflict of Interest shall not be concealed from TW members.
Where a conflict of interest is likely to be prolonged or significant, all the elected members affected should offer to resign from the Co-ordinating Group.
Co-ordinating Group Benefits Policy Members of the Co-ordinating Group shall avoid gaining any private benefit from their position, whether financial or otherwise, except where this is agreed by the Co-ordinating Group as being completely consistent with the aims, objectives, interests and powers of TW.


3.2. Specialist Groups
Specialist Groups
Forming Specialist Groups Specialist Groups may be formed within TW in order to carry out specific activities.
No Specialist Groups within TW shall form without the consent of the Co-ordinating Group.
Consent shall involve presenting a written plan for how the Specialist Group will organise itself consistent with the aims, objectives and powers of TW.
The Powers of Specialist Groups The Powers of Specialist Groups shall be consistent with the aims, objectives and interests of TW.
Membership of Specialist Groups Specialist Groups within TW shall consist only of TW members.
Any TW member may join any Specialist Group.
TW Funds TW funds may be used to support the activities of Specialist Groups provided the Specialist Groups act within the powers of TW.
Specialist Groups shall return any surplus TW funds arising from their activities to the TW Treasurer.
Specialist Groups shall be accountable to the TW Treasurer for their expenditure of TW funds that have been awarded.
Specialist Group Funds Specialist Groups may raise their own funds for their own purposes and within their own powers.
Specialist Groups choosing to raise their own funds shall maintain their own accounts.

Accountability All Specialist Groups shall be accountable to the Co-ordinating Group for their activities,.
The Co-ordinating Group may give or withdraw its agreement for Specialist Groups to organise events and activities in the name of TW on a continuing basis.
Separating Specialist Groups from TW Any Specialist Group may request that the Co-ordinating Group arranges separation of the Specialist Group from TW in order to pursue different aims, objectives and interests from those of TW, or exercise different powers from those of TW.
Any Specialist Group within TW may be separated from TW by a vote of the Co-ordinating Group if the activities of the Specialist Group fall outside the aims, objectives, interests and powers of TW.
On separation, a Specialist Group shall assume its own identity and no longer associate with the name and logo of TW.
4. Our Meetings
4.1. Annual General Meetings
Annual General Meetings
Annual General Meetings The Annual General Meeting [AGM] of TW shall be held each year on a date proposed by the Co-ordinating Group and at a suitable time and venue.
Notice The Co-ordinating Group shall give at least 30 days notice of the AGM.
Notices shall be directly addressed to all TW Members and shall state the business proposed by the Co-ordinating Group and set out any resolutions to be proposed.
Validity AGMs shall only be valid when attended by at least one-twentieth of the number of TW members or ten TW members, whichever is the greater.
Report and Accounts The Co-ordinating Group shall present the annual report and the Treasurer shall present the TW accounts for the previous year.to each AGM,
Procedures The Co-ordinating Group shall appoint a facilitator for the AGM and Member to keep a full record of the proceedings.
Decision-making All decisions at general meetings shall be made by consensus following the fullest possible 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. If consensus is not reached the matter shall be adjourned to the next meeting when another attempt at consensus will be tried, unless there is a deadline for the decision which makes this delay unacceptable, in which case a vote will be taken. If consensus is still not reached at the second meeting, a vote will be taken.
Voting Anyone who has been recorded as a TW Member for more than 30 days shall be entitled to vote.
Constitutional changes shall be accepted if at least two thirds of the TW Members present at an AGM vote in favour. Votes shall be recorded by a show of hands.
People attending who are not TW Members shall not be entitled to vote.
There shall be no casting votes and no TW member may exercise more than one vote for each resolution at AGMs.

Elections Elections for the Co-ordinating Group shall be conducted during an AGM after presentation of the annual report and TW accounts.
Renewal of the same elected members to the Co-ordinating Group may be undertaken collectively.
Each member of the Co-ordinating Group shall be elected by a majority of the members present voting in favour, in two rounds if necessary with all but the leading two candidates eliminated after the first round.
Treasurer The appointment of the Treasurer shall be made from among the elected members during an AGM.
Signatures for Bank Accounts The appointment of signatories to any TW bank accounts shall be made from among the elected members during an AGM.

4.2. Special General Meetings
Special General Meetings What You Agree
Special General Meetings Any collection of at least ten TW members may request a Special General Meeting [SGM]. SGMs shall also be arranged by the Co-ordinating Group as soon as there are insufficient elected members in the Co-ordinating Group.
SGMs shall be arranged for a suitable time and venue by the Co-ordinating Group within 40 days of a valid request by TW Members.
Notice The notice period for SGMs shall be as for AGMs.
Validity Validity for SGMs shall be as for AGMs.
Procedures The SGM shall appoint a Chairperson and a member to keep a full record of the proceedings at a Special General Meeting.
Voting Anyone who has been recorded as a TW Member for more than 30 days shall be entitled to vote.
Resolutions shall be accepted if a two-thirds majority of the TW members present at a SGM vote in favour. Votes shall be recorded by a show of hands.
People attending who are not TW members shall not be entitled to Vote.
There shall be no casting votes and no TW member may exercise more than one vote for each resolution at SGMs.
Elections Elections for the Co-ordinating Group may be conducted during an SGM if required because an elected member ceases to be an elected member.
Any member of the Co-ordinating Group subject to election shall be elected by a majority of the members present voting in favour.
Treasurer Appointment of a new Treasurer may be made from among the elected members during an SGM if required where the previous Treasurer ceases to be an elected member.
Signatures for Bank Accounts The appointment of signatories to any TW bank accounts may be made from among the elected members during an SGM.

4.3. Co-ordinating Group Meetings
Co-ordinating Group Meetings
Co-ordinating Group Meetings The Co-ordinating Group shall hold Co-ordinating Group Meetings [CGMs] at least 4 times per year at a suitable time and venue.
Notice The Co-ordinating Group shall give at least 14 days notice in advance to all elected members of a CGM, unless all elected members indicate their availability at shorter notice.
Notice of forthcoming CGM dates shall be given to TW members on the web forum. Venues shall be notified on request.
Validity CGMs shall only be valid when attended by at least half of the elected members and when valid notice has been given to all elected members.
Procedures Elected members shall take turns to act as the facilitator at CGMs, unless the elected members unanimously agree otherwise.
The facilitator shall prepare an agenda before any CGM.
The Co-ordinating Group shall appoint an elected member to prepare a record of decisions made at the CGM; this shall be lodged on the web forum and also be available on request by any TW member.
Co-ordinating Group Decisions Decisions at CGMs shall normally be made by agreement between the elected members present.
Where full agreement among elected members is not possible, the matter shall be revisited at a further CGM. If no consensus is achieved on revisiting the matter, a vote shall be taken among the elected members and this shall be considered the final decision on the matter.
Consensus among the Co-ordinating Group may also be obtained by expressing views in written messages circulated among all the elected members. Lack of response within a reasonable time may be considered as acceptance of a proposal for action.
Members attending Co-ordinating Group Meetings Any TW member may attend any CGM by prior arrangement with the facilitator. Requests to attend may be directed through any elected member.
The Co-ordinating Group may agree to invite particular TW members to regularly attend CGM.

4.4. Specialist Group Meetings
Specialist Group Meetings
Specialist Group Meetings Specialist Groups may hold Specialist Group Meetings as required at a suitable time and venue.
Notice Specialist Groups shall give reasonable notice of meetings to the Co-ordinating Group.
Attendance Any elected member shall be entitled to attend Specialist Group Meetings.

5. Our Funds
5.1. TW Income
TW Income
Not-for-Profit TW shall not trade for profit. Any surplus TW funds shall form a general reserve for the continuation and development of TW.
TW Funds TW may only raise funds from grants, donations, entrance fees, sale proceeds, bank interest, and membership fees.
Loans and Borrowing TW shall not enter into loans or borrowing to supplement TW funds.
Membership Fees Any membership fees shall be subject to agreement by an AGM.
TW may charge a fee when a member joins TW or renews membership of TW at the end of a membership period.
Membership fees for specialist groups shall be determined by the specialist groups.
Grants and Donations to TW TW may seek and accept grants where these support the aims, objectives, interests and powers of TW.
Grants or donations over £200 shall be notified to members with 30 days of receipt.
Financial Interests TW shall not hold any financial interest such as a financial stake, shares or an agreement to receive commissions from any other organisation.

5.2. TW Payments
TW Payments
Use of TW Funds Funds shall only be used by TW to carry out the aims, objectives and interests and powers of TW.
Awards to Specialist Groups and Others TW funds awarded to specialist groups and others shall be subject to prior approval by the Co-ordinating Group and assigned for specific purposes consistent with the aims, objectives and interests of TW.
Loans and Borrowing TW shall not provide loans or allow borrowing from TW Funds.
Expenses Reimbursement of all expenses shall be supervised by the Treasurer.
TW may only reimburse expenses that are reasonable and that unavoidably arose from duties agreed with the TW Co-ordinating Group..
Expenses shall only be considered reasonable where costs were actually incurred and where those costs are not disproportionate.
Elected members and TW members shall not be entitled to claim expenses for attending TW events, activities, or meetings, or for meetings of Specialist Groups within TW.
TW may fund the cost or part of the cost of relevant training where this has been agreed by the Co-ordinating Group.
Relevant training is limited to training courses exactly aligned to the aims, objectives and interests of TW and shall not include general training courses.
Payments Responsibility for all payments from TW funds shall rest with the Treasurer.
Where the Treasurer has given advice that insufficient TW funds exist to make payments attracted by decisions of the Co-ordinating Committee, the elected members shall be jointly and severally responsible for their decisions.



TW Payments

Assets As an unincorporated association, TW shall not acquire, store, or maintain assets.
Separation of Specialist Groups On separation of a Specialist Group, TW shall have the right to obtain reimbursement of any TW funds awarded to it by TW.
However reimbursement of awards of TW funds should only be demanded by TW in exceptional circumstances where the aims, objectives and interests of the Specialist Group are significantly different from those of TW.

5.3. TW Accounts
TW Accounts
TW Bank Accounts TW Funds may be held in a bank account in the sole and exclusive name of Transition Town Westcombe (TW). Responsibility for the operation of the bank account shall rest with the Treasurer with the assistance of the authorized signatories.
Preparation of TW Accounts The accumulation and expenditure of TW Funds shall be supervised by the Treasurer and recorded in the TW accounts. The Treasurer shall prepare the TW accounts and make these available for publication to TW members:
• At every AGM;
• At any time required by statute, regulations, auditing or external bodies;
• After any change of Treasurer;
• When requested to do so by the Co-ordinating Group.
Auditing of TW Accounts The TW accounts shall be audited as legitimately required by external bodies or requested by an AGM or SGM.
Specialist Group Accounts The TW Treasurer shall have the right to obtain accounts from Specialist Groups within TW where:
• Required by an AGM or SGM;
• At any time required by statute, regulations, auditing or external bodies;
• When requested to do so by the Co-ordinating Group.
Signatures A payee shall not be a signatory to the same payment.
Signatories to a payment shall not be related or live in the same household.