South Asian Society

Constitution:		First adopted at Inaugural Meeting on 22^nd June 2003 Amended at a Special General Meeting on 17^th July 2005
1. Name	1.1	The name of the organisation shall be the South Asian Society (SAaS) hereinafter called “the Association”
2. Administration	2.1	Subject to the matters set out below, the Association and its property shall be administered and managed in accordance with this constitution by the members of the Trustee Board constituted by clause seven of this constitution.
3. Objects	3.1	The Association's objects ("the objects") are:

	(a)	The provision, in the interests of social welfare, of facilities for recreation or other leisure time occupation among persons of South Asian descent, resident in Devon and Cornwall or surrounding areas (the area of benefit), who are in need of such facilities by reason of their financial hardship or social circumstances, with the object of improving their conditions of life.
	(b)	The promotion of racial harmony within the area of benefit by provision of multicultural events involving different ethnic communities encouraging better understanding of social, religious and other needs of each community.
4. Powers		To carry out the objects, the Trustee Board will have the following powers:
	4.1	Power to obtain, collect and receive money and funds by way of contribution, donations, legacies, grants and any other lawful method. It can also accept and receive gifts of property of any description (whether subject to any special trusts or not) provided that the Association does not carry out any substantial and permanent trading activities and shall conform to any relevant requirements of the law.
	4.2	Power to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts in the name of the Association.
	4.3	Power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use.
	4.4	Power to sell, lease or dispose of all or part of the Association's property but only in accordance with the restrictions imposed by the Charities Act 1993 (or any statutory re-enactment or modification of that Act).
	4.5	Power to borrow money and to give security for loans but only in accordance with the restrictions imposed by the Charities Act 1993 (or any statutory re-enactment or modification of that Act).
	4.6	Power to employ such staff (who shall not be members of the Trustee Board) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants.
	4.7	Power to recruit such voluntary staff (who may be members of the Trustee Board) as are necessary for the proper pursuit of the objects.
	4.8	Power to work with other charities, voluntary bodies and statutory authorities that have the same or similar purposes as the Association and exchange information and advice with them.
	4.9	Power to act in an advisory and consultative capacity to statutory and voluntary organisations providing public services, on all matters concerning or relating to people of South Asian descent and their particular and specific services needs.
	4.10	Power to establish or support any charitable trusts, associations or institutions formed for all of any of the objects.
	4.11	Power to appoint and constitute such advisory committees as the Trustee Board may think fit.
	4.12	Power to procure to be written, and print, publish, issue and circulate gratuitously or otherwise any reports or periodicals, books, pamphlets, leaflets and other documents, audio and video tapes and discs, computer discs, films and any other instructional matter, in furtherance of the objects.
	4.13	Power to arrange and provide or join in arranging and providing for the holding of exhibitions, meetings, lectures, training and cultural events
	4.14	Power to promote, encourage or undertake organised research on matters concerning or relating to people of South Asian descent and experimental work and make available the results of such research.
	4.15	Power to examine, co-ordinate and expand where desirable the resources devoted to the provision of services and facilities for people of South Asian descent resident in Devon and Cornwall and surrounding areas.
	4.16	Power to join any other charitable institution and to become responsible for the assets, liabilities and contracts of any such institution.
	4.17	Power to insure the Association and the Trustee Board against any risks arising from any activities carried out in furthering the objects.
	4.18	Power to pay out of the funds of the Association, any costs, charges or expenses of and incidental to the formation and registration of the Association.
	4.19	Power to invest or deposit funds in any lawful manner whilst having regard to the suitability of investments and the need for diversification.
	4.20	Power to determine and set Association membership fees for the proceeding year.
	4.21	Power to do all such other lawful things as are necessary for the achievement of the objects.
5. Equal Opportunities
	5.1	The ethos of the Association will be secular and non-sectarian.
	5.2	The Association and its Trustees shall operate within an Equal Opportunities framework to achieve its objects and when exercising their powers.
6. Memberships
	6.1	The Association may admit into membership:
	(a)	Individuals (aged 15 years and over) and their families, who are interested in furthering the work of the Association and who are not paid workers; and
	(b)	any body corporate or unincorporated association which is interested in furthering the Association's work and is admitted to membership in accordance with Clause 6.8 (any such body being called in this constitution an "associate member ").
	6.2	Every individual member aged 18 years and over shall have one vote, except that in the case of equality of votes the Chair of the meeting shall have a second or casting vote.
	6.3	Each associate member (if applicable) shall appoint an individual to represent it on its behalf at meetings of the Association; and may appoint someone else (an alternate) to attend any meeting of the Association if the appointed representative is unable to attend. Associate members will be non-voting.
	6.4	Each associate member (if applicable) shall notify the secretary of the name of the representative appointed by it and of any alternate. If the representative or alternate resigns or otherwise leaves the member organisation, he or she shall immediately cease to be the representative of the member organisation.
	6.5	The Trustee Board can vote with good reason (only by way of a unanimous vote taken at a quorate meeting of Trustees), to end the membership of any individual or member organisation. The individual or member organisation can appeal against this, by making representations to the Trustee Board (and may be accompanied by one other person for this purpose) before a final decision is made.
	6.6	The Association shall maintain a Register of Members in which shall be recorded the name and address of every member, and the dates on which they become a member and on which they cease to be a member.
	6.7	The rights and privileges of a member cannot be transferred to anyone else and are given up when the member stops being a member.
	6.8	No person or organisation may be admitted as a member of the Association unless their written application for membership has been approved by the Trustee Board.

7. Trustee Board
	7.1	The Trustee Board shall consist of not fewer than seven (7) Trustees and not more than nineteen (19) Trustees being either:-
	(a)	Individual members elected at the annual general meeting, and who shall hold office from the conclusion of that meeting
		or:-
	(b)	Associate members (who will be non-voting)
		or:-
	(c)	Those co-opted by the Trustee Board (who will be non-voting
		Providing that the combined number of co-opted and nominated Trustees does not exceed one third of the total number of Trustees.
	7.2	Each appointment of a co-opted or nominated Trustee shall be made at an ordinary meeting of the Trustee Board and shall take effect immediately unless the appointment is to fill a place which has not yet been vacated in which case the appointment shall run from the date when the post becomes vacant. Co-opted Trustees will be non-voting.
	7.3	All elected Trustees shall retire from office at the end of the next annual general meeting following the annual general meeting at which they were elected (except as defined in clause 7.5 ) but may be re-elected.
	7.4	All nominated or co-opted Trustees shall retire from office at the third annual general meeting following the ordinary meeting of the Trustee Board at which they were appointed but may be re-appointed.
	7.5	At each of the first three annual general meetings following the adoption of the constitution one third of the originally elected Trustees shall retire in rotation but may be re-elected.
	7.6	At the ordinary meeting of the Trustee Board immediately preceding the annual general meeting, the Trustee Board shall (if applicable) review member organisations; and consider;
	(a)	any application for representation on the Trustee Board from any member organisation;
	(b)	any proposal from a Trustee to offer representation on the Trustee Board to any member organisation.
		Any proposal from a Trustee to offer representation to a member organisation can be voted on. If this motion is passed by a majority of at least two-thirds of the Trustees present the Trustee Board will decide how long the organisation can be represented for (providing the period of representation does not exceed that specified in clause 7.4) and invite it to nominate a representative.
	7.7	The Trustee Board may invite any person to attend any of its meetings as an observer or with speaking rights without power to vote and may require any such person to withdraw from the meeting.
	7.8	Representatives of the Association’s paid staff and voluntary workers shall be entitled to attend all meetings of the Trustee Board and shall have the right to speak but shall not have the right to vote, provided such representatives are members of the Association’s paid and volunteer workforce respectively. The Trustee Board may require any such person to withdraw from the meeting.
	7.9	Even if a vacancy is not filled or there is an irregularity in the procedure of appointing or electing a Trustee or a Trustee is not eligible to hold office, the Trustee Board’s proceedings will still stand.
	7.10	Nobody shall be appointed or elected as a Trustee who is aged under 18 or who would if appointed or elected be disqualified under the provisions of clause 11.
	7.11	Nobody shall be appointed or elected as a Trustee who is a member of paid or voluntary staff of the Association.
	7.12	No person shall be entitled to act as a Trustee, whether on a first or on any subsequent entry into office, until after signing in the minute book of the Trustee Board a declaration of acceptance and of willingness to act in the interests of the Association.

8. Officers
	8.1	At the first meeting following the annual general meeting, the Trustee Board shall elect from its number a Chair, Secretary and Treasurer and may elect one of its number to be Vice-Chair. If the Chair is absent from any meeting, the Vice Chair (if any) shall preside: otherwise the members present shall, before any other business is done, choose one of their number to preside at the meeting.
	8.2	A person shall not hold office as Chair, Vice Chair, Secretary or Treasurer for more than six consecutive years. After the end of this period, one further year must pass before any former Chair, Vice Chair, Secretary or Treasurer shall be eligible for re-election to the office previously held.
	Amended 8.2	A person shall not hold office as Chair, Vice Chair, Secretary or Treasurer for more than three consecutive years. After the end of this period, one further year must pass before any former Chair, Vice Chair, Secretary or Treasurer shall be eligible for re-election to the office previously held. Amended on 13th June 2009 in AGM.
	8.3	The Trustee Board may appoint an Honorary President and such other officers as it may need from time to time. All such positions shall be non-voting and unpaid.
	8.4	The Trustee Board may appoint such other paid officers or staff as it considers necessary. The Trustee Board shall appoint and fix the remuneration of such staff as may be necessary to conduct the business of the Association. They will not be Trustees and will have no right to vote at meetings.
	8.5	The Trustee Board shall fix the terms of office of such appointments and it may make provision as to the dismissal of such officers and staff as it appoints.
	8.6	None of the officers, except those specified in clause 8.4, shall be paid.

9. Meetings and Proceedings of the Trustee Board
	9.1	The Trustee Board shall hold at least four ordinary meetings in each year and may hold such other ordinary meetings as are required. Seven clear days notice in writing shall be given to all members of the Trustee Board of all ordinary meetings.
	9.2	A special meeting of the Trustee Board may be called at any time by the Chair or by any three members upon seven clear days notice in writing being given to the other members of the matters to be discussed.
	9.3	The quorum shall be at least one third of the members of the Trustee Board, or four Trustees, whichever number is greater, for decisions to be made at any Trustee Board meeting.
	9.4	Every matter shall be determined by a majority of votes of the members of the Trustee Board present and voting on the question but, in the case of equality of votes, the Chair of the meeting shall have a second or casting vote.
	9.5	The Trustee Board shall keep minutes, in books kept for that purpose or electronically, of the proceedings at meetings of the Trustee Board and any sub-committee.

10. Sub-Committees	10.1	The Trustee Board may delegate any of its functions to committees consisting of two or more individuals appointed by it (but at least one member of every committee must be Trustees). All proceedings of any sub-committee must be promptly reported to the Trustee Board.
11. Determination of Membership of the Trustee Board and Casual Vacancy
	11.1	A member of the Trustee Board shall cease to hold office if s/he:
	(a)	is disqualified from acting as a member of the Trustee Board 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 carrying out her/his own affairs;
	(c)	is absent without the permission of the Trustee Board from three consecutive meetings and the Trustee Board resolves that her/his office be vacated;
	(d)	notifies to the Trustee Board a wish to resign in accordance with Clause 11.3 (but only if four Trustees remain when the notice of resignation is to take effect);
	(e)	ceases to be a member of the Association.
	11.2	The remaining Trustees may appoint a person willing to act to fill a casual vacancy in the office of an elected Trustee until the next annual general meeting.
	11.3	A casual vacancy in the office of a nominated Trustee may be filled by the organisation that s/he represented (provided that person is acceptable to the Trustee Board).
	11.4	Any person may resign from membership of the Trustee Board by giving to the Chair or Secretary at least one month's notice in writing of her/his intention to do so, stating in such notice the date from which her/his resignation is to take effect.

12. Property and Trustees
	12.1	The Trustee Board shall cause the title to:
	(a)	all land held by or in trust for the Association which is not vested in the Official Custodian for Charities; and
	(b)	all investments held by or on behalf of the Association; to be vested either in a corporation entitled to act as Custodian Trustee or in not less than three individuals appointed by it as Holding Trustees. Holding Trustees may be removed by the Trustee Board at its pleasure and shall act in accordance with the lawful directions of the Trustee Board. Provided they act only in accordance with the lawful directions of the Trustee Board, the Holding Trustees shall not be liable for the acts and defaults of it’s members.
	12.2	The Trustee Board may also appoint such representatives or nominees to act on its behalf as it shall think fit for such purposes and to exercise on it’s behalf such functions and rights as it shall prescribe. The Trustee Board may also from time to time remove such representatives or nominees appointed in it’s place. Different individuals may be appointed for different functions and rights, and the Trustee Board may, in a suitable case, nominate it’s own members.

13. Annual General Meeting
	13.1	There shall be an annual general meeting of the Association which shall be held in the month of June in each year or as soon as possible after that date. The gap between the AGMs must not be more than 15 months.
	13.2	Every annual general meeting shall be called by the Trustee Board. The Secretary shall give at least 21 days notice of the annual general meeting to all the members of the Association. All the members of the Association shall be entitled to attend and vote at the meeting.
	13.3	Public notice of every annual general meeting shall be given at least seven days before by announcing it by way of a press release to local newspapers.
	13.4	The President, or the Chair of the Trustee Board, in that order, shall be the Chair of an annual general meeting. In their absence, the Vice Chair of the Trustee Board (if any) shall take the Chair, and if none is in attendance the persons present, before any other business is transacted, shall appoint a Chair of the meeting.
	13.5	Everyone over 18 years old who lives in the Association's area of benefit, or who is interested in furthering the work of the Association can attend the AGM, but may not vote unless they are a member of the Association.
	13.6	The Trustee Board shall present to each AGM the report and accounts of the Association for the preceding year.
	13.7	Nominations for election to the Trustee Board must be made by members of the Association in writing and must be with the Secretary of the Trustee Board at least 14 days before the AGM. Should nominations exceed vacancies, election shall be by ballot.

14. Special General Meetings	14.1	The Trustee Board may call a special general meeting of the Association at any time. If at least one third (1/3^rd) of voting members of the Association request, in writing, such a meeting stating the business to be considered, the Secretary shall call such a meeting. At least seven days notice must be given. The notice must state the business to be discussed.

15. Procedure at General Meetings
	15.1	The Secretary or other person specially appointed by the Trustee Board shall keep a full record of proceedings at every general meeting of the Association.
	15.2	The quorum shall be at least one tenth of the members of the Association, or 10 voting members of the Association, whichever number is greater, for decisions to be made at any general meeting.
16. Notices	16.1	Any notice required to be served on any member of the Association shall be in writing and shall be served by the Secretary of the Trustee Board on any member either personally, by fax, by e-mail or by sending it through the post, in a prepaid letter addressed to such member at her/his last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.
17. Alterations to the Constitution
	17.1	Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
	17.2	No amendment may be made to clause one (name), clause three (objects), clause eighteen (dissolution), clause twenty three (conflict of interest) or this clause, without the prior consent in writing of the Charity Commission.
	17.3	No amendments can be made that would mean the Association would no longer legally be considered a charity.
	17.4	The Trustee Board should promptly send to the Charity Commission a copy of any amendment made under this clause.

18. Dissolution	18.1	If the Trustee Board decides that it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Trustee Board has the power to realise any assets owned or held by the Association. If any assets are left after satisfaction of any proper debts or liabilities, they shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the members of the Association may determine or, failing that, shall be applied for some other charitable purpose. A copy of the statement of accounts for the final accounting period of the Association, must be sent to the Charity Commission.
19. Annual Return	19.1	The Trustee Board 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 return which must be sent to the Charity Commission.
20. Annual Report	20.1	The Trustee Board 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 which must be sent to the Charity Commission.
21. Accounts	21.1 (a) (b) (c) (d)	The Trustee Board shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to: the keeping of accounting records for the Association; the preparation of annual statements of account for the Association; the auditing or independent examination of the statements of account of the Association; the transmission of the statements of account of the Association to the Commission.
22. Receipts and Expenditure	22.1 22.2	The funds of the Association, including all donations, contributions and bequests shall be paid into an account operated by the Trustee Board in the name of the Association at such bank as the Trustee Board shall from time to time decide. The funds of the Association shall be applied only in furthering the objects.
23. Conflict of Interest	23.1 23.2	No member of the Trustee Board and no connected person shall acquire any interest in property belonging to the Association (otherwise than as a Trustee for the Association) or receive remuneration or be interested in any way (otherwise than as a member of the Trustee Board) in any contract entered into by the Trustee Board, provided that this shall not exclude the payment of reasonable out of pocket expenses incurred on behalf of the Association. (For the purpose of this clause "connected person" means the spouse, child, parent, grandparent, grand child, brother, sister or other person in a long-term or significant relationship with a Trustee Board member.) Any member of the Trustee Board, who is nominated by a member organisation or who is in any way connected to a member organisation or body giving funds to the Association, is first and foremost a member of the Trustee Board and therefore must represent the interests of the Association when acting as a Trustee even if this conflicts with the policies of the organisation or body by which s/he is nominated or to which s/he is connected.
24. Arrangements until First Annual General Meeting	24.1 24.2	The persons whose signatures appear at the bottom of this document shall be deemed to have been elected as Trustees in accordance with clause 7.1. This Constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of the document.
		~~~~~~~~~~~~~~~~~~

		Each of the undersigned was duly elected as Trustees of the Association (in accordance with 7.1.a above), by unanimous vote taken at an inaugural General Meeting held in Plymouth on 22^nd June 2003. Name: Dr Abdul Gafoor Name: Dr Avadhesh Jha Signature: _____________________ Signature: _____________________ Name: Dr Bharath Shrestha Name: Mr Jayanti Bhagawanji Signature: _____________________ Signature: _____________________ Name: Mrs Kauser Khan Name: Mr Ravi Jhangiani Signature: _____________________ Signature: _____________________ Name: Ms Ratna Lachman Name: Dr Suresha Kodapala Signature: _____________________ Signature: _____________________ Name: Mr Vallabhdas Meswania Signature: _____________________ Notes: 1. The initial ‘Objects’ at 3.1 above, were amended at a Special General Meeting of members held on 17^th July 2005.