Constitution: Governance and Rules
PART ONE
1. The name of the association shall be The Society for the History of Collecting
2. The Society shall be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution as an unincorporated, charitable association.
3. Objects
The principal objects of the charity are, for the public benefit:
1. To advance the study of the history of Collecting from its origins to the modern day, with regard to every aspect of collecting, the history of collecting and its markets, and education of the public in general (and particularly amongst specialists) on the subject of the history of Collecting, and to promote research for the public benefit in all aspects of that subject and to disseminate the useful results of that research.
In this clause, “Collecting” means the acquisition, display and dispersal of all forms of cultural heritage in the widest sense; works of art, paintings, antiquities and material culture. The Society engages with all cultures, periods and geographies, whether in the form of private or public, corporate or individual collecting.
4. Powers
To further these objects, the charity may:
1. maintain a website with information pertinent to the study of collecting
2. schedule talks, study visits and workshops for members
3. programme conferences, workshops or other scholarly events, either independently or in association with other bodies, for members and non-members
4. publish or distribute relevant research, writings or digital outputs
5. publish a newsletter for members
6. offer scholarships or grants to encourage research into the history of collecting, where members of the Steering Committee of the charity consider it to be of importance in furthering the objects of the charity
7. assist in protecting archives and resources integral to the study of collecting
8. assist in protecting collections, where considered appropriate by the Steering Committee of the charity
9. do anything else within the law which promotes or helps to promote the Objects.
5. Application of income
1. The income of the charity shall be applied solely towards the promotion of the objects of the Society
a) A member of the Steering Committee is entitled to be reimbursed from the property of the charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity. The income and property of the charity shall be applied solely towards the promotion of the objects.
b) A member of the Steering Committee may benefit from trustee indemnity insurance cover purchased at the charity’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 the charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the charity. This does not prevent a member who is not also a member of the Steering Committee from receiving:
a) A benefit from the charity in the capacity of a beneficiary of the charity;
b) Reasonable and proper remuneration for any goods or services supplied to the charity;
6. Benefits and payments to members of the Steering Committee and connected persons
1. General provisions
No member of the Steering Committee or connected person may:
a) Buy or receive any goods or services from the charity on terms preferential to those applicable to members of the public;
b) Sell goods, services or any interest in land to the charity;
c) be employed by, or receive any remuneration from, the charity;
d) receive any other financial benefit from the charity;
Unless the payment is permitted by sub-clause (2) of this clause or authorised by the court or the Charity Commission (‘the Commission’). 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 members of the Steering Committee’ or connected persons’ benefits
a) A member of the Steering Committee or connected person may receive a benefit from the charity in the capacity of a beneficiary of the charity provided that a majority of the members of the Steering Committee do not benefit in this way.
b) A member of the Steering Committee 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 the charity where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011.
c) Subject to sub-clause (3) of this clause a member of the Steering Committee or connected person may provide the charity with goods that are not supplied in connection with services provided to the charity by the member of the Steering Committee or connected person.
d) A member of the Steering Committee or connected person may receive interest on money lent to the charity 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 member of the Steering Committee or connected person may receive rent for premises let by the member of the Steering Committee or connected person to the charity. The amount of the rent and the other terms of the lease must be reasonable and proper. The member of the Steering Committee 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 member of the Steering Committee or connected person may take part in the normal trading and fundraising activities of the charity on the same terms as members of the public.
3. Payments for supply of goods only – controls
The charity and members of the Steering Committee 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 an agreement in writing between the charity and the members of the Steering Committee or connected person supplying the goods (‘the supplier’) under which the supplier is to supply the goods in question to or on behalf of the charity.
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 members of the Steering Committee are satisfied that it is in the best interests of the charity to contract with the supplier rather than with someone who is not a member of the Steering Committee or connected person. In reaching that decision the members of the Steering Committee must balance the advantage of contracting with a member of the Steering Committee 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/her/them/it with regard to the supply of goods to the charity.
e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of members of the Steering Committee is present at the meeting.
f) The reason for their decision is recorded by the members of the Steering Committee in the minute book.
g) A majority of the members of the Steering Committee then in office are not in receipt of remuneration or payments authorised by clause 5.
4. In sub-clauses (2) and (3) of this clause:
a) The charity’ includes any company in which the charity:
Holds more than 50% of the shares; or
Controls more than 50% of the voting rights attached to the shares; or
Has the right to appoint one or more members of the Steering Committee to the board of the company.
b) ‘connected person’ includes any person within the definition set out in clause 34(Interpretation).
7. Dissolution
1. The charity may be dissolved by special resolution passed by a two-thirds majority of those present (or by proxy) voting at an Annual or Extraordinary General Meeting of the charity convened for the purpose, of which at least one month’s notice shall have been given to the members.
2. Such resolution at the same time may give instructions for the disposal of any assets after debts held by the charity to be transferred to other institutions having objects similar to some or all of the objects of the charity.
3. If the members resolve to dissolve the charity the members of the Steering Committee will remain in office as members of the Steering Committee and be responsible for winding up the affairs of the charity in accordance with this clause.
4. The members of the Steering Committee must collect in all the assets of the charity and must pay or make provision for all the liabilities of the charity.
5. The members of the Steering Committee must apply any remaining property or money:
a) directly for the objects;
b) by transfer to any charity or charities for purposes the same as or similar to the charity;
c) in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.
6. In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity (except to a member that is itself a charity).
7. The members of the Steering Committee must notify the Commission promptly that the charity has been dissolved. If the members of the Steering Committee are obliged to send the charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the charity’s final accounts.
8. Amendment of constitution
1. The charity may resolve to amend any provision of Part 1 of this constitution provided that the amendment is passed by not less than two thirds of the members present and voting at a general meeting. A resolution for the alteration of the constitution must be received by the Secretary of the charity at least one month before the meeting at which the resolution is to be brought forward. Notice of such a resolution must be sent by the Secretary to the membership two weeks in advance of the meeting.
2. No amendment may be made to alter the constitution if the change would
a) undermine or work against the previous objects of the charity
b) have the effect of making the charity cease to be a charity at law
3. No amendment may be made to clause 3 (Objects), 5 (Application of income and property), clause 6 (Benefits and payments to members of the Steering Committee and connected persons), clause 7 (Dissolution), clause 24 (Conflicts of interests and conflicts of loyalties) or this clause without the prior consent in writing of the Commission
4. Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.
5. A copy of any resolution amending this constitution shall be sent to the Commission within twenty-one days of it being passed.
PART TWO
9. Membership
1. Charity members are individuals or institutions paying an annual subscription of one calendar year.
2. The Steering Committee shall determine variations of the membership subscription for particular categories of members, for example institutions and younger charity members.
3. The Charity may increase membership fees as deemed necessary. Any increase in membership fees must be passed by a vote at the AGM and members must be given notice of an increase in membership fees.
4. The Steering Committee must keep an up-to-date register of names and addresses of the members.
5. The Charity has the right to publish the list of its members, unless members inform the Charity of their wish not to be included in such a list.
6. Neither the name of the Charity nor any form of publication, whether online or in print, may be used by members for trade or profit.
7. Members may access the constitution on the charity website
8. Membership is not transferable to anyone else.
10. Termination of membership
1. Membership may be terminated if the member dies or, if it is an organisation, ceases to exist
2. Members may terminate their membership by written communication (such as e-mail).
3. Members may be asked to resign if any sum due from the member is not paid in full within six months of it falling due, and if so asked, must resign.
4. Membership may be terminated by a resolution of the members of the Steering Committee that it is in the best interests of the charity that his/ her or their membership is terminated.
5. A resolution to remove a member from membership may only be passed if the member or, at the option of the member, the member’s representative (who need not be a member of the charity) has been given the opportunity to present their case.
11. General Meetings
1. An annual general meeting shall be held, normally in the autumn, to receive the Annual Report and Statements of Accounts, to elect the members of the Steering Committee and the auditor(s) if they are required, and to transact the general business of the charity.
2. All general meetings other than annual general meetings shall be called extraordinary meetings
3. An Extraordinary General Meeting of the charity may be called by the members of the Steering Committee or upon receipt of a signed request from at least 15 members.
4. If a quorum is not present at any meeting of the charity (see Clause 13), the meeting shall be adjourned.
5. Resolutions taken at the Annual General Meeting or an Extraordinary General Meeting of the charity are to be carried out by the members of the Steering Committee from the date of the resolution.
12. Notice
1. A general meeting of the charity shall be held with no less than two weeks’ notice.
2. The non-receipt of a notice by any member shall not invalidate the proceedings of any general meeting.
3. The charity may communicate with members in electronic form or by conventional paper post, as the Steering Committee considers appropriate. Members may contact the Secretary or Steering Committee members by means of email, listed on the website.
13. Quorum
1. No business shall be transacted at any general meeting unless a quorum is present.
2. A quorum of any general meeting shall comprise the Chairperson(s) or his/her/their designated representative(s), three members of the Steering Committee plus fifteen members of the charity.
3. If a quorum is not present within half an hour from the time appointed for the meeting, or at any time during the proceedings, the meeting shall be adjourned to such time and place as the members of the Steering Committee shall determine during the meeting.
4. The meeting must be reconvened by the members of the Steering Committee and at least 7 days’ notice of the next meeting given to members.
14. Chairperson
General meetings shall be chaired by the person(s) who has/have been elected as chair(s). If the chairperson(s) is/are not present within 15 minutes of the start of the meeting, the members of the Steering Committee may elect another chairperson for that meeting.
15. Adjournments
1. The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution.
2. The members present at a meeting may resolve that the meeting shall be adjourned.
16. Voting
1. Every member has one vote.
2. Institutions have one vote.
3. At any General or Extraordinary Meeting of the charity, a member shall be entitled to vote by proxy in writing or by email, received by the Secretary not less than 24 hours before the time appointed for the Meeting.
4. At any General Meeting of the charity, the resolutions of those present (in person or by proxy) shall be passed (save as provided in Rules 8 herein) by a majority.
5. Voting shall be by show of hands or through an online voting system if the meeting includes members participating online.
6. The Chairperson(s)shall, if necessary, have a casting vote in addition to his/her/their vote as a member of the charity.
7. No member of the charity who is in default of his/her/their annual subscription may vote at any General Meeting of the charity.
17. Representatives of other bodies
1. Any organisation that is a member of the charity may nominate any person to act as its representative at any meeting of the charity.
2. The organisation must give written notice to the charity of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the charity. The nominee may continue to represent the organisation until written notice to the contrary is received by the charity.
3. Any notice given to the charity will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The charity shall not be required to consider whether the nominee has been properly appointed by the organisation.
18. Appointment of Members of the Steering Committee
1. A member of the Steering Committee must be a member of the charity.
2. No one may be appointed a member of the Steering Committee if he, she or they would be disqualified from acting under the provisions of clause 22.
3. The appointment of the members of the Steering Committee shall take place at the Annual General Meeting.
4. The members of the Steering Committee must not cause the number of members of the Steering Committee to exceed any number fixed in accordance with this constitution as the maximum number of members of the Steering Committee.
5. The first members of the Steering Committee shall be those persons elected as members of the Steering Committee and officers at the meeting at which this constitution is adopted
6. The term of office of the member of the Steering Committee begins upon their appointment at the Annual General Meeting.
7. No-one may be elected a member of the Steering Committee at any annual general meeting unless prior to the meeting the charity is given a notice that:
a) The candidate is proposed by a member of the charity, who states that they wish to appoint this person as a member of the Steering Committee
b) There is signed evidence by the person who is to be proposed to show that he/she/they accept the appointment.
19. Organisation
1. The Steering Committee is responsible for the administration of the Society. The members of the Steering Committee are the charity trustees of the Society.
2. The members of the Steering Committee are elected by the members of the Society at an Annual General Meeting.
3. The Steering Committee shall always include:
a) a Chairperson or Chairpersons; and
b) two Officers – namely, Treasurer and Secretary.
4. The Steering Committee shall consist of no fewer than six members, and no more than sixteen members.
5. The Steering Committee may propose to the Members to elect a President or Presidents for a specified term. If a President is so elected by the Members, he/she/they shall become a member of the Steering Committee for the specified term, unless removed earlier by the Members or if his/her/their membership is terminated in accordance with the provisions of this Constitution.
20. Officers, Committees and Chapters
1. The Chairperson(s) shall be elected at the Annual General Meeting for a maximum of a 5-year term and is/are not eligible for re-election in that year.
2. Members of the charity may be elected to serve a 3-year term on the Steering Committee and may be eligible for re-appointment up to a 6-year period.
3. Vacancies on the Steering Committee occurring between Annual General Meetings may be filled by the Steering Committee appointing another ordinary member until the election at the next Annual General Meeting.
4. The Chairperson(s) or his/her/their Deputy, shall take the chair at a Meeting of the Steering Committee. Three members of the Steering Committee and at least one other member shall form a quorum.
5. Resolutions shall be passed by the majority present and voting shall be binding.
6. The Steering Committee is responsible for ensuring the charity fulfills its aims and objects and will seek to expand the membership base.
7. The Steering Committee should meet at regular intervals and not less than three times per year.
8. The Steering Committee may also have as honorary members of the charity persons distinguished by their services to the general objects of the charity.
9. The Secretary or his/her/their deputy shall keep minutes of all meetings and these shall be signed, after adoption, by the Chairperson(s) at the appropriate following meeting.
10. The Steering Committee may set up subsidiary committees as it sees fit, to ensure the smooth running of the charity’s operations. All committees should include:
a) A chairperson who is also a member of the Steering Committee
b) At least one other member of the Steering Committee
c) A secretary to take minutes of committee meetings. Minutes of the committees will be submitted in a timely manner to the charity Secretary for keeping.
d) Subsidiary committees may invite other members/volunteers to join, who they feel will add to the efficiency of that committee.
11. The charity may establish chapters or branches of the charity in different locations,
Each chapter shall consist of a committee of at least 3 members.
Each chapter shall take responsibility for organising its own affairs and management, subject to the agreement of the Steering Committee. Each chapter must abide by such rules and regulations as the Steering Committee may from time to time determine, and may not do anything which undermines or works against the objects of the charity.
21. Powers of the Steering Committee
1. The Steering Committee must manage the business of the charity and have the following powers in order to further the objects (but not for any other purpose) including but not confined to the following:
a) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects
b) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them
c) to raise funds. In doing so, the members of the Steering Committee must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations
d) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves
e) to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the objects
f) to open and operate such bank and other accounts as the members of the Steering Committee consider necessary and to invest funds and to delegate the management of funds 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
g) to obtain and pay for such goods and services as are necessary for carrying out the work of the charity.
h) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects.
i) to do all such other lawful things as are necessary for the achievement of the objects of the charity.
2. The Steering Committee may appoint and remove not less than three individuals as holding trustees and vest in them the title to any land held by or in trust for the charity and any investments held by or on behalf of the charity, provided that such holding trustees may act only in accordance with lawful directions of the Steering Committee and that if they do so they will not be liable for the acts and defaults of the members of the Steering Committee or of the members of the charity.
3. The members of the Steering Committee may regulate their proceedings as they think fit, subject to the provisions of this constitution.
22. Disqualification and removal of a member of the Steering Committee
A member of the Steering Committee shall cease to hold office if he/ she/they:
1. is/are disqualified from acting as a member of the Steering Committee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision
2. in the written opinion, given to the charity, of a registered medical practitioner treating that person, has/have become physically or mentally incapable of acting as a member of the Steering Committee and may remain so for more than three months
3. ceases/cease to be a member of the charity, or resigns as a member of the Steering Committee by notice to the charity (but only if at least two members of the Steering Committee will remain in office when the notice of resignation is to take effect), or
4. is/are absent without the agreement of the members of the Steering Committee from all meetings held within a period of six months and the other members of the Committee resolve that his/her/their office should be terminated.
23. Proceedings of the Steering Committee
1. Members of the Steering Committee may regulate their proceedings as they see fit, subject to the provisions of this constitution.
2. Any member of the Steering Committee may call a meeting.
3. The secretary must call a meeting of the Steering Committee if requested to do so by a member of the Steering Committee.
4. Decisions are to be taken by a majority vote of the members of the Steering Committee.
5. In the case of an inequality of votes, the person who chairs the meeting shall have a second, or casting vote.
6. No decision may be made at a meeting unless a quorum of members of the Steering Committee is present at the time the decision is purported to be made.
7. The quorum at a Steering Committee meeting shall be three of the members of the Steering Committee.
8. A member of the Steering Committee shall not be counted in the quorum present when any decision is made about a matter upon which that member of the Steering Committee is not entitled to vote.
9. The person appointed to chair meetings of the members of the Steering Committee shall have no functions or powers except those conferred by the Constitution or delegated to him, her or them by the members of the Steering Committee.
10. If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the members of the Steering Committee present may appoint one of their number to chair that meeting.
11. A resolution in writing signed by a majority of the members of the Steering Committee entitled to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the members of the Steering Committee or (as the case may be) a committee of members of the Steering Committee duly convened and held, provided a copy of the resolution has been sent to all eligible voting members of the Steering Committee or sub-committee (as the case may be).
24. Conflicts of Interests and Conflicts of Loyalties
A member of the Steering Committee must:
1. declare the nature and extent of any interest, direct or indirect, which he/she/they has or have in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not been previously declared; and
2. absent himself/herself/themselves from any discussions of the members of the Steering Committee in which it is possible that a conflict will arise between his/her/their duty to act solely in the interests of the charity and any personal interest (including but not limited to any personal financial interest).
Any member of the Steering Committee absenting himself/herself/themselves from any discussions in accordance with this clause, must not vote or be counted as part of the quorum in any decision by the members of the Steering Committee on the matter.
25. Delegation
1. The members of the Steering Committee may delegate any of their powers or functions to a committee of two or more members of the Steering Committee but the terms of any such delegation must be recorded in the minutes of the meetings
2. The members of the Steering Committee may impose conditions when delegating, including the conditions that:
a) the relevant powers are to be exercised exclusively by the committee to whom they delegate
b) no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the members of the Steering Committee.
c) All acts and proceedings of any committee must be fully and promptly reported to the members of the Steering Committee.
26. Irregularities in proceedings
1. Subject to sub-clause 2) of this clause, all decisions of and acts done by a meeting of Members of the Steering Committee, or of a committee of members of the Steering Committee, shall be valid notwithstanding the participation in any vote of a member of the Steering Committee or sub-committee:
a) Who was disqualified from holding office;
b) Who had previously retired or who had been obliged by the constitution to vacate office;
c) Who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;
If, without:
d) The vote of that member of the Steering Committee or sub-committee; and
e) That member of the Steering Committee being counted in the quorum,
The decision has been made by a majority of the members of the Steering Committee or sub-committee at a quorate meeting.
2. Sub-clause 1) of this clause does not permit a member of the Steering Committee to keep any benefit that may be conferred upon him, her or them by a resolution of the members of the Steering Committee or of a committee of members of the Steering Committee if, but for sub-clause (1), the resolution would otherwise have been void, or if the charity trustee has not complied with clause 24 (Conflicts of interests and conflicts of loyalties).
3. No resolution or act of
a) The members of the Steering Committee
b) Any committee of the members of the Steering Committee
c) The charity in general meeting
Shall be invalidated by reason of the failure to give notice to any members of the Steering Committee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the charity
27. Minutes
The members of the Steering Committee must keep minutes of:
1. all appointments of officers and members of the Steering Committee.
2. all decisions made at the meetings of the AGM
3. meetings of the Steering Committee and committees of the charity including: the names of members of the Committee; proceedings at meeting.
4. the reasons for the decisions, where appropriate.
28. Accounts, Annual Report, Annual Return
The members of the Steering Committee must comply with their obligations under the Charities Act 2011 with regard to:
1. The keeping of accounting records of the charity
2. The preparation of annual statements of account
3. The transmission of the statements of account to the commission
4. The preparation of an Annual Report and its transmission to the Commission
5. Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice by the Commission, unless the members of the Steering Committee are required to prepare accounts in accordance with the provisions of such a statement prepared by another body.
6. Accounts of the charity which are to be kept by the Treasurer, which are made up to the 30th June each year.
29. Financial
1. All membership fees are paid in £ Stirling to the UK bank account.
2. Members of the Steering Committee, members of charity chapters, and officers of the charity may apply for funds from the charity on the production of an invoice to the Treasurer or in their absence, their named representative on the Steering Committee.
3. The funds of the charity shall be kept in such Bank as the Steering Committee shall direct. The bank account shall be held in the name of the charity
4. Cheques or bank transfers drawn upon the charity’s account shall require the signature or approval of the Treasurer and of one other Officer of the charity, upon receipt of the invoice, except when the amount is less than £500, in which case the Treasurer has the discretion to make the payment directly.
5. The members of the Steering Committee shall have the power to invest surplus monies in such manner as they see fit, so long as they carry out the objects of the charity.
30. Registered Particulars
The members of the Steering Committee must notify the Commission promptly of any changes to the charity’s entry on the Central Register of Charities.
31. Rules
1. The members of the Steering Committee may from time to time make rules or bye-laws for the conduct of their business.
2. The bye-laws may regulate the following matters but are not restricted to them:
a) The admission of members of the charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
b) The conduct of members of the charity in relation to one another, and to the charity’s employees and volunteers;
c) The setting aside of the whole or any parts or parts of the charity’s premises at any particular time or times or for any particular purpose or purposes;
d) The procedure at general meeting and meetings of the members of the Steering Committee in so far as such procedure is not regulated by this constitution;
e) The keeping and authenticating or records. (If regulations made under this clause permit records of the charity to be kept in electronic form and requires a member of the Steering Committee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
f) Generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
3. The charity in general meeting has the power to alter, add to or repeal the rules or bye-laws.
4. The members of the Steering Committee must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the charity.
5. The rules or bye-laws shall be binding on all members of the charity. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.
32. Disputes
If a dispute arises between members of the charity 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.
33. Interpretation
In this constitution ‘connected person’ means:
1. A child, parent, grandchild, grandparent, brother or sister of the member of the Steering Committee;
2. The spouse or civil partner of the member of the Steering Committee or of any person falling within sub-clause 1) above;
3. A person carrying on business in partnership with the member of the Steering Committee or with any person falling within sub-clause 1) or 2) above;
4. An institution which is controlled:
a) By the member of the Steering Committee or any connected person falling within sub-clause 1), 2), or 3) above; or
b) By two or more persons falling within sub-clause 4)a), when taken together
5. A body corporate in which:
a) The member of the Steering Committee or any connected person falling within sub-clauses 1) to 3) has a substantial interest; or
b) Two or more persons falling within sub-clause 5) a) who, when taken together, have a substantial interest.
6. Sections 350-352 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this clause.