ICSN Constitution
CONSTITUTION OF THE IGBO CULTURAL AND SUPPORT NETWORK (U.K.) (ICSN is a Non-Profit Making Organisation).
Subject to the matters set out below, ICSN and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee with necessary guidance from the Trustees, constituted by clause 5 of this constitution.
(‘Association’ Model Constitution)
Date of constitution (last amended): 12th August 2019
1. Name
The name of the Charitable Incorporated Organisation (“the CIO”) is
● Igbo Cultural and Support Network
● MOTTO: Igwebuike, Udo na Oganiru (Unity is Strength, Peace and Progress)
● MISSION STATEMENT: We are aspiring towards an invaluable network promoting Personal, Cultural & Professional growth amongst young Igbos.
2. National location of principal office
ICSN must have a principal office in England or Wales. The principal office of ICSN is in England.
3. Objectives
The objectives of ICSN are:
1) Promote an awareness of Igbo language and culture within the UK society. Therefore, enhancing the understanding of Igbo people, culture and heritage amongst the membership of the organisation, with a view to enhancing integration within multi-cultural Britain.
2) Promote Personal, Cultural & Professional growth amongst young people of Igbo origin resident primarily in the United Kingdom.
3) Provide support and encouragement where appropriate & necessary with respect to welfare and education whenever it is deemed fit.
4) Establish a Network base where Social and Professional affiliations are enhanced & encouraged.
5) Implement a mentoring program for young black people of Igbo origin in the UK.
Nothing in this constitution shall authorise an application of the property of ICSN for the purposes which are not charitable in accordance with [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act (Northern Ireland) 2008]
4. Powers
ICSN has power to do anything which is calculated to further its objectives or is conducive or incidental to doing so. ICSN’s powers include power to:
1) 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 conform to any relevant requirements of the law.
2) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. ICSN must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
3) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
4) sell, lease or otherwise dispose of all or any part of the property belonging to ICSN. In exercising this power, ICSN must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
5) employ and remunerate such staff as are necessary for carrying out the work of ICSN. ICSN may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;
6) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of ICSN to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
7) cooperate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objectives and of similar charitable purposes and to exchange information and advice with them;
8) Power to establish or support any associations, institutions, corporations and charitable trusts, formed for any or all of their objectives.
9) Power to appoint and constitute such advisory committees as the Executive Committee may think fit;
10) Power to do all such other lawful things as are necessary for the achievement of the objectives.
5. Delegation by charity trustees to ICSN elected executive committee
1) The charity trustees must delegate the powers of the day to day running of the charity to the elected executive committee. The terms and conditions on which the delegation is made is outlined in the following subsections.
2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements -
a) the executive committee may consist of not less than 8 and not more than 14 executives elected at the annual general meeting who shall hold office from the conclusion of that meeting with at least one member of the committee a charity trustee;
b) The nominated & elected members will fill the following positions;
i) President
ii) Vice President
iii) Administrative Executive
iv) Finance Executive
v) Arts & Cultural Executive (2)
vi) Publicity Executives (2)
vii) Social Executive (2)
viii) Welfare / Support Executive
ix) Website Executive
x) Business Executive
xi) Kwenu (blog) Executive
c) all members of the Executive Committee shall retire from office together at the end of the month succeeding the Annual General Meeting next after the date on which they came into office but may be re-elected or re-appointed
d) 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
e) nobody shall be appointed as a member of the Executive Committee who is aged under 18.
f) nobody 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 in the minute book of the Exec, a declaration of acceptance and willingness to act in the trusts of the Charity
g) the acts and proceedings of the committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
h) The charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers
3) A member of the Executive Committee shall cease to hold office if he or she:
a) disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
b) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
c) is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolves that his or her office be vacated or;
d) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in the office when the notice of resignation is to take effect);
e) an office shall be vacated on the death.
f) an officer shall be removed from office when a vote of no confidence is passed consequent upon inefficiency, gross misconduct, incompetence and for acts, which are found to be contrary to the interests of the association by at least two-thirds of the members of the Executive Committee and simple majority of the General House.
g) resignation of office shall be in writing to the President and the Administrative Executive with at least one month’s notice.
4) Standing /Sub-Committees
The Executive Committee may appoint ad hoc sub-committees as and when required, charged with specific responsibilities for which they shall be accountable thereto.
The sub-committee members may act specifically for a particular project after which that sub- committee is dissolved. Or may be appointed to assist a particular Executive Committee role on a longer basis, at such appointment, the corresponding Executive Committee member(s) must chair and lead that sub-committee, with regular updates to the Executive Committee.
5) Executive Committee members not to be personally interested.
a) 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 ICSN (otherwise than as a trustee for ICSN) or receive remuneration or be interested (otherwise than as a member of the Exec) in any contract entered into by Exec.
b) Any member of the Executive Committee for the time being who is a solicitor, accountant and other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or their firm, when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the ICSN. Provided that at no time shall a majority of the members 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
6) Meetings & Proceedings of the Exec.
a) the Executive Committee shall hold at least 5 ordinary meetings each year. A special meeting may be called at any time by the Network Director or by any 2 members of the Executive Committee upon not less than 4 days’ notice being given to the ot hemembers of the Executive Committee of the matters to be discussed.
b) The President shall act as chairman at meetings of the Exec. If the Network Director is absent from any meeting, the Assistant shall preside, in both their absence, the members of the Executive Committee present shall choose one of their number to be the chairman of the meeting before any other business is transacted.
c) 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 Exec, whichever is greater, are present at a meeting.
d) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question or issue but in the case of equality of votes, the Network Director or the chairman of the meeting shall have a 2nd casting vote.
e) The Executive Committee shall keep minutes stored online for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee
f) 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.
g) 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, shall be fully and promptly reported to the Exec.
7) Data Protection Act
a) All data provided or given to the ICSN by its members or member organisation is to be and should be used solely for the ICSN to disseminate information or any other purpose in furtherance of the objectives in clause 3.
b) All members of the Executive Committee should agree to maintain utmost discretion when handling data sensitive information of the members of the ICSN.
c) Subcommittee members shall have no immediate access to the membership information database but must go via an appointed Executive Committee for information as such as in furtherance of the ICSN objectives.
d) Members must be given to option to pass on their data on to a 3rd party, in line with the furtherance of the objectives or to establish recognised affiliations between the organisations or any other reasons jointly agreed by the members and the Executive Committee
8) Receipts and Expenditure
a) the funds of the ICSN, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of ICSN as such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least 2 members of the Executive Committee.
b) The funds belonging to ICSN shall be applied only in furthering the objectives.
9) Property
a) Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:
i) all land held by or in trust for the ICSN which is not vested in the Official Custodian for Charities and;
ii) all investments held by or on behalf of the ICSN, to be vested either in a corporation entitled to act as custodian trustee or in not less than 3 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 Exec. Provided they act only in accordance with the lawful directions of the Exec, the holding trustees shall not be liable for the acts and defaults of its members.
b) If a corporation entitled to act as a 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 exec, and may pay such a nominee reasonable and proper remuneration for acting as such.
10) Accounts.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of tha tAct) with regard to:
a) The keeping of accounting records for ICSN
b) The preparation of annual statements of account for ICSN
c) The auditing or independent examination of the statements of account of ICSN and
d) The transmission of the statements of account of ICSN to the Commission.
11) Annual Report.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
12) Annual Return.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
13) Annual General Meeting.
a) there shall be an annual general meeting of the ICSN, which shall be held in the month of January in each year, for the main purpose of the annual elections.
b) every annual general meeting shall be called by the Exec. The Administrative Executive shall give at least 14 days’ notice of the annual general meeting to all the members of the ICSN. All the members of the ICSN shall be entitled to attend and vote at the meeting.
c) before any other business is transacted at the 1st annual general meeting, the persons present shall appoint a chairman of the meeting. The chairman shall be the Network Director/ Chairman of subsequent annual general meetings, but if he or she is not present before any other business is transacted, the persons present shall appoint a chairman for that particular meeting.
d) The Executive Committee shall present to each annual general meeting the report and accounts of the ICSN for the preceding year.
14) Special / Emergency General Meeting.
The Executive Committee may call a special / emergency general meeting of the ICSN at any time. If at least 10 members request such a meeting in writing, stating the business to be considered, the Administrative Executive shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.
15) Procedure at the Annual General Meeting.
a) the Administrative Executive or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the ICSN.
b) there shall be a quorum when at least one tenth of the number of members of the ICSN for the time being or ten members of the ICSN, whichever is the greater are present at any general meeting.
16) Notices
Any notice required to be served on any member of ICSN shall be in writing and shall be served by the Administrative Executive or the Executive Committee on any member either personally or by sending it by email and any email sent shall be deemed to have been received within 10 days of posting.
6. Application of income and property
1) The income and property of ICSN must be applied solely towards the promotion of the objects.
a) A charity trustee is entitled to be reimbursed from the property of ICSN or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of ICSN.
b) A charity trustee may benefit from trustee indemnity insurance cover purchased at ICSN’s expense in accordance with, and subject to the conditions in section 189 of the Charities Act 2011.
2) None of the income or property of ICSN may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of ICSN. This does not prevent a member who is not also a charity trustee receiving:
a) a benefit from ICSN as a beneficiary of ICSN;
b) reasonable and proper remuneration for any goods or services supplied to ICSN.
3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.
7. Benefits and payments to charity trustees and connected persons
1) General provisions.
No charity trustee or connected person may:
a) buy or receive any goods or services from ICSN on terms preferential to those applicable to members of the public;
b) sell goods, services, or any interest in land to ICSN;
c) be employed by, or receive any remuneration from, ICSN;
d) receive any other financial benefit from ICSN;
e) unless the payment or benefit is permitted by sub-clause (2) of this clause or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
2) Scope and powers permitting trustees’ or connected persons benefits
a) A charity trustee or connected person may receive a benefit from ICSN as a beneficiary of ICSN provided that a majority of the trustees do not benefit in this way.
b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to ICSN where that is permitted in accordance with, and subject to the conditions in section 185 to 188 of the Charities Act 2011.
c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide ICSN with goods that are not supplied in connection with the services provided to ICSN by the charity trustee or connected person.
d) A charity trustee or connected person may receive interest on money lent to ICSN at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
e) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to ICSN. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
f) A charity trustee or connected person may take part in the normal trading and fundraising activities of ICSN on the same terms as members of the public.
3) Payment for supply of goods only – controls
ICSN and its charity trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied:
a) The amount or maximum amount of the payment for the goods is set out in a written agreement between ICSN and the charity trustee or connected person supplying the goods (“the supplier”).
b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
c) The other charity trustees are satisfied that it is in the best interests of ICSN to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to ICSN.
e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
f) The reason for their decision is recorded by the charity trustees in the minute book.
g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.
4) In sub-clauses (2) and (3) of this clause:
a) “ICSN” includes any company in which ICSN:
i) holds more than 50% of the shares; or
ii) controls more than 50% of the voting rights attached to the shares; or
iii) has the right to appoint one or more directors to the board of the company;
b) “Connected person” includes any person within the definition set out in clause 30 (Interpretation);
8. Conflicts of interest and conflicts of loyalty
A charity trustee must:
1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with ICSN or in any transaction or arrangement entered into by ICSN which has not previously been declared; and
2) absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of ICSN and any personal interest (including but not limited to any financial interest).
Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.
9. Liability of members to contribute to the assets of ICSN if it is wound up
If ICSN is wound up, the members of ICSN have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
10. Membership of ICSN
1) Admission of new members
a) Eligibility
i) full membership of ICSN is open to Individuals aged 18 – 40, who are of Igbo origin or heritage, interested in the purpose of ICSN, and who, by applying for membership, has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause;
ii) Everyone holding full membership of ICSN shall have one vote and is eligible to be elected as an executive
iii) associate membership of ICSN is open to Individuals aged 40 and over who are of Igbo origin or heritage, and individuals aged 18 – 40, who are not of Igbo origin or heritage, interested in the purpose of ICSN, and who, by applying for membership, has indicated his, her or its agreement to become an associate member and acceptance of the duty of members set out in sub-clause (3) of this clause minus the ability to vote or be elected as an executive as set out by clause 10(6);
iv) A member may be an individual, a corporate body, an organisation which is not incorporated.
b) Admission procedure
The charity trustees must through the executive committee:
i) may require applications for membership to be made in any reasonable way that they decide;
ii) shall, if they approve an application for membership, notify the applicant of their decision within 21 days;
iii) may refuse an application for membership if they believe that it is in the best interests of ICSN for them to do so;
iv) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within [21 days] of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
v) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.
2) Transfer of membership
Membership of ICSN cannot be transferred to anyone else except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until ICSN has received written notification of the transfer.
3) Duty of members
It is the duty of each member of ICSN to exercise his or her powers as a member of ICSN in the way he or she decides in good faith would be most likely to further the purposes of ICSN.
4) Termination of membership
a) Membership of ICSN comes to an end if:
i) the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or
ii) the member sends a notice of resignation to the charity trustees; or
iii) any sum of money owed by the member to ICSN is not paid in full within six months of its falling due; or
iv) the charity trustees or executive committee decide that it is in the best interests of ICSN that the member in question should be removed from membership and pass a resolution to that effect.
b) Before the charity trustees and or executive committee take any decision to remove someone from membership of ICSN they must:
i) inform the member of the reasons why it is proposed to remove him, her or it from membership;
ii) give the member at least 21 clear days’ notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership;
iii) at a duly constituted meeting of the charity trustees and or executive committee, consider whether or not the member should be removed from membership;
iv) consider at that meeting any representations which the member makes as to why the member should not be removed; and
v) allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.
5) Membership fees
ICSN may require members to pay reasonable membership fees to ICSN.
6) Informal or associate (non-voting) membership
a) The charity trustees and or executive committee may create associate or other classes of non-voting membership and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of members.
b) Other references in this constitution to “members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.
11. Members’ decisions
1) General provisions
Except for those decisions that must be taken in a particular way as indicated in sub-clause (4) of this clause, decisions of the members of ICSN may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in subclause (3) of this clause.
2) Taking ordinary decisions by vote
Subject to sub-clause (4) of this clause, any decision of the members of ICSN may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.
3) Taking ordinary decisions by written resolution without a general meeting
a) Subject to sub-clause (4) of this clause, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:
i) a copy of the proposed resolution has been sent to all the members eligible to vote; and
ii) a simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or in such other manner as ICSN has specified.
b) The resolution in writing may comprise several copies to which one or more members has signified their agreement.
c) Eligibility to vote on the resolution is limited to members who are members of ICSN on the date when the proposal is first circulated in accordance with paragraph (a) above.
d) Not less than 10% of the members of ICSN may request the charity trustees to make a proposal for decision by the members.
e) The charity trustees must within 21 days of receiving such a request comply with it if:
i) The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;
ii) The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and
iii) Effect can lawfully be given to the proposal if it is so agreed.
iv) Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of members.
4) Decisions that must be taken in a particular way
a) Any decision to remove a trustee must be taken in accordance with clause 15(2).
b) Any decision to amend this constitution must be taken in accordance with clause 28 of this constitution (Amendment of Constitution).
c) Any decision to wind up or dissolve ICSN must be taken in accordance with clause 29 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of ICSN to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.
12. General meetings of members
1) Types of general meeting
There must be an annual general meeting (AGM) of the members of ICSN. The first AGM must be held within 18 months of the registration of ICSN, and subsequent AGMs must be held at intervals of not more than 12 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the executive committees annual report and must elect trustees as required under clause 13.
Other general meetings of the members of ICSN may be held at any time.
All general meetings must be held in accordance with the following provisions.
2) Calling general meetings
a) The executive committee:
i) must call the annual general meeting of the members of ICSN in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and
ii) may call any other general meeting of the members at any time.
b) The charity trustees must, within 21 days, call a general meeting of the members of ICSN if:
i) they receive a request to do so from at least 10% of the members of ICSN; and
ii) the request states the general nature of the business to be dealt with at the meeting and is authenticated by the member(s) making the request.
c) If, at the time of any such request, there has not been any general meeting of the members of ICSN for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.
d) Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed at the meeting.
e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
f) Any general meeting called by the charity trustees at the request of the members of ICSN must be held within 28 days from the date on which it is called.
g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.
h) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.
i) ICSN must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but ICSN shall be entitled to be indemnified by the charity trustees who were responsible for such failure.
3) Notice of general meetings
a) The charity trustees and executive committee, or, as the case may be, the relevant members of ICSN, must give at least 14 clear days’ notice of any general meeting to all the members, and to any charity trustee of ICSN who is not a member.
b) If it is agreed by not less than 90% of all members of ICSN, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (3) (a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.
c) The notice of any general meeting must:
i) state the time and date of the meeting:
ii) give the address at which the meeting is to take place;
iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and
iv) if a proposal to alter the constitution of ICSN is to be considered at the meeting, including the text of the proposed alteration;
v) include with the notice of the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or reelection as trustee, or where allowed under clause [22] (Use of electronic communication), details of where the information may be found on ICONs website.
d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
e) The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by ICSN.
4) Chairing of general meetings
The person nominated as chair by the executive committee shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of ICSN who are present at a general meeting shall elect a chair to preside at the meeting.
5) Quorum at general meetings
a) No business may be transacted at any general meeting of the members of ICSN unless a quorum is present when the meeting starts.
b) Subject to the following provisions, the quorum for general meetings shall be the greater of 5% or three members. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person.
c) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.
d) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must be notified to ICSN members at least seven clear days before the date on which it will resume.
e) If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.
f) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.
6) Voting at general meetings
a) Any decision other than one falling within clause 10(4) (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting. Every full member has one vote.
b) A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person or by proxy at the meeting.
c) A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.
d) A poll may be taken:
i) at the meeting at which it was demanded; or
ii) at some other time and place specified by the chair; or
iii) through the use of postal or electronic communications.
e) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.
7) Representation of organisations and corporate members
An organisation or a corporate body that is a member of ICSN may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of ICSN.
The representative is entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could exercise as an
individual member of ICSN.
8) Adjournment of meetings
The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.
13. Charity trustees
1) Functions and duties of charity trustees
The charity trustees shall oversee the affairs of ICSN and may for that purpose exercise all the powers of ICSN. It is the duty of each charity trustee:
a) to exercise his or her powers and perform his or her functions as a trustee of ICSN in the way he or she decides in good faith would be most likely to further the purposes of ICSN; and
b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
i) any special knowledge or experience that he or she has or holds himself or herself out as having; and
ii) if he or she acts as a charity trustee of ICSN in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.
2) Eligibility for trusteeship
a) Every charity trustee must be a natural person.
b) No one may be appointed as a charity trustee:
● if he or she is under the age of 18 years; or
● if he or she would automatically cease to hold office under the provisions of clause 15(1)(f).
● No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.
3) Number of charity trustees
a) There should be:
Notless than 3 nor more than 9 elected trustees;
1 ex officio trustee; and not less than 2 nor more than 8 nominated trustees.
b) There must be at least [three] charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees or appoint a new charity trustee.
c) The maximum number of charity trustees that can be appointed is as provided in sub-clause (a) of this clause. No trustee appointment may be made in excess of these provisions.
4) First charity trustees
The first charity trustees of ICSN are –
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14. Appointment of charity trustees
1) Elected charity trustees
a) At every annual general meeting of the members of ICSN following the first 3 years of the trustees being in situ, one-third of the elected charity trustees shall retire from office. If the number of elected charity trustees is not three or a multiple of three, then the number nearest to one-third shall retire from office, but if there is only one charity trustee, he or she shall retire;
b) The charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any trustees were last appointed or reappointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot;
c) The vacancies so arising may be filled by the decision of the members at the annual general meeting; any vacancies not filled at the annual general meeting may be filled as provided in sub-clause (e) of this clause;
d) The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with clause 16 (Retirement and removal of charity trustees), or as an additional charity trustee, provided that the limit specified in clause 13(3) on the number of charity trustees would not as a result be exceeded;
e) A person so appointed by the members of ICSN shall retire in accordance with the provisions of sub-clauses (b) and (c) of this clause. A person so appointed by the charity trustees shall retire at the conclusion of the annual general meeting next following the date of his appointment and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting.
2) Ex officio charity trustee
The President of ICSN for the time being (“the office holder”) shall automatically, by virtue of holding that office (“ex officio”), be a charity trustee.
If unwilling to act as a charity trustee, the office holder may:
a) before accepting appointment as a charity trustee, give notice in writing to the trustees of his or her unwillingness to act in that capacity; or
b) after accepting appointment as a charity trustee, resign under the provisions contained in clause 15 (Retirement and removal of charity trustees).
The office of ex officio charity trustee will then remain vacant until the office holder ceases to hold office.
3) Nominated Charity Trustees
a) Igbo Cultural and support Network (“the appointing body”) may appoint 9 charity trustees.
b) Any appointment must be made at a meeting held according to the ordinary practice of the appointing body.
c) Each appointment must be for a term of 3 years.
d) The appointment will be effective from the later of:
i) the date of the vacancy; or
ii) the date on which ICSN is informed of the appointment.
e) The person appointed need not be a member of the appointing body.
f) A trustee appointed by the appointing body has the same duty under Clause 13(1) as the other charity trustees to act in the way he or she decides in good faith would be most likely to further the purposes of ICSN.
15. Information for new charity trustees and executive committee
The charity trustees will make available to each new charity trustee executive committee, on or before his or her first appointment:
a) a copy of this constitution and any amendments made to it; and
b) a copy of ICSN’s latest executive committee and trustees’ annual report and statement of accounts.
16. Retirement and removal of charity trustees
1) A charity trustee ceases to hold office if he or she:
a) retires by notifying ICSN in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
b) is absent without the permission of the charity trustees from all their meetings held within a period of six months and the Trustees resolve that his or her office be vacated;
c) Dies;
d) in the written opinion, given to ICSN, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
e) is removed by the members of ICSN in accordance with sub-clause (2) of this clause;] or
f) is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
2) A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause (12), and the resolution is passed by a majority of the votes cast at the meeting.
3) A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of ICSN.]
17. Reappointment of charity trustees
Any person who retires as a charity trustee by rotation or by giving notice to ICSN is eligible for reappointment. A charity trustee who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval of at least three years.
18. Taking of decisions by charity trustees
Any decision may be taken either:
● at a meeting of the charity trustees; or
● by resolution in writing agreed by a majority of all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effective provided that
○ a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and
○ the majority of all of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved, and delivered to ICSN at its principal office or such other place as the trustees may resolve [within 28 days of the circulation date].
19. Meetings and proceedings of charity trustees
1) Calling meetings
a) Any charity trustee may call a meeting of the charity trustees.
b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.
2) Chairing of meetings
The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.
3) Procedure at meetings
a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two charity trustees, or the number nearest to one third of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
b) Questions arising at a meeting shall be decided by a majority of those eligible to vote.
c) In the case of an equality of votes, the chair shall have a second or casting vote.
4) Participation in meetings by electronic means
a) A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.
b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.
20. Saving provisions
1) Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:
● who was disqualified from holding office;
● who had previously retired or who had been obliged by the constitution to vacate office;
● who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
If, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.
2) Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 8 (Conflicts of interest).
21. Execution of documents
1) ICSN shall execute documents either by signature or by affixing its seal (if it has one).
2) A document is validly executed by signature if it is signed by at least two of the charity trustees.
3) If ICSN has a seal:
a) it must comply with the provisions of the General Regulations; and
b) It must only be used by the authority of the charity trustees or of a committee of charity trustees duly authorised by the charity trustees. The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two charity trustees.
22. Use of electronic communications
1) General
ICSN will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
b) any requirements to provide information to the Commission in a particular form or manner.
23. Keeping of Registers
ICSN must comply with its obligations under the General Regulations in relation to
the keeping of, and provision of access to, registers of its members and charity trustees.
24. Minutes
The charity trustees must keep minutes of all:
1) appointments of officers made by the charity trustees;
2) proceedings at general meetings of ICSN;
3) meetings of the
charity trustees and committees of charity trustees including:
● the names of the trustees present at the meeting;
● the decisions made at the meetings; and
● where appropriate the reasons for the decisions;
4) decisions made by the charity trustees otherwise than in meetings.
25. Accounting records, accounts, annual reports and returns, register maintenance
1) The executive committee must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of ICSN, within 10 months of the financial year end.
2) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of ICSN entered on the Central Register of Charities.
26. Rules
The charity trustees may from time to time make such reasonable and proper rules or
bye laws as they may deem necessary or expedient for the proper conduct and
management of ICSN, but such rules or bye laws must not be inconsistent with
any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of ICSN on request.
27. Disputes
If a dispute arises between members of ICSN about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
28. Amendment of constitution
As provided by clauses 224-227 of the Charities Act 2011:
1) This constitution can only be amended:
a) by resolution agreed in writing by all members of ICSN; or
b) by a resolution passed by a 75% majority of votes cast at a general meeting of the members of ICSN.
2) Any alteration of clause 3 (Objectives), clause 29 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees, executive committee or members of ICSN or persons connected with them, requires the prior written consent of the Charity Commission.
3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
4) A copy of any resolution altering the constitution, together with a copy of ICSN’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.
29. Voluntary winding up or dissolution
1) As provided by the Dissolution Regulations, ICSN may be dissolved by a resolution of its members. Any decision by the members to wind up or dissolve ICSN can only be made:
a) at a general meeting of the members of ICSN called in accordance with clause 12 (Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:
i) by a resolution passed by a 75% majority of those voting, or
ii) by a resolution
iii) passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
b) by a resolution agreed in writing by all members of ICSN.
2) Subject to the payment of all ICSN’s debts:
a) Any resolution for the winding up of ICSN, or for the dissolution of ICSN without winding up, may contain a provision directing how any remaining assets of ICSN shall be applied.
b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of ICSN shall be applied.
c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of ICSN.
3) ICSN must observe the requirements of the Dissolution Regulations in applying to the Commission for ICSN to be removed from the Register of Charities, and in particular:
a) the charity trustees must send with their application to the Commission:
i) a copy of the resolution passed by the members of ICSN;
ii) a declaration by the charity trustees that any debts and other liabilities of ICSN have been settled or otherwise provided for in full; and
iii) a statement by the charity trustees setting out the way in which any property of ICSN has been or is to be applied prior to its dissolution in accordance with this constitution;
b) the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of ICSN, and to any charity trustee of ICSN who was not privy to the application.
4) If ICSN is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
30. Interpretation
In this constitution:
“Connected person” means:
a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee;
b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;
c) a person carrying on business in partnership with the charity trustee or with any person falling within subclause (a) or (b) above;
d) an institution which is controlled –
i) by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or
ii) by two or more persons falling within sub-clause (d)(i), when taken together
e) a body corporate in which –
i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or
ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
The “Communications Provisions” means the Communications Provisions in [Part 9, Chapter 4] of the General Regulations.
“charity trustee” means a charity trustee of ICSN.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.