Waterside Action Group - NO Puppy Farms!

Constitution of the Group
Adopted 18th. March 2003

1. Title

Association will be known as the Waterside Action Group, more commonly referred to as W.A.G. and hereinafter referred to as the Association.

2. Interpretation

For simplicity the masculine pronoun is used throughout this constitution and rules, but the provision apply equally to males and females.

3. Objects

To prevent suffering and distress to dogs and puppies and advise on the care and protection of any dog or puppy which is in need by reason of sickness, maltreatment abandonment or neglect in any ways which are deemed charitable in law. In furtherance thereof but not otherwise to offer guidelines to prevent the exploitation and malpractice in the sale and welfare of dogs and puppies by means of offering information and support.

4. Membership

  • Full membership will be open to all individuals, over the age of 18, who wish to further the aims and objectives of the Association.

  • Membership will be available to identifiable associated organisations.

  • All members or delegates (who shall have one vote only) will have full voting rights.

  • Honorary Members may be elected at the discretion of the Management Committee but these members shall not be entitled to vote.

  • The Management Committee shall have the right for good and sufficient reason terminate the membership of any individual. The individual Member concerned shall have the right to be heard by the Management Committee before a final decision is taken.

(Definition) A Delegate shall be a nominated representative of and identifiable associated Organisation and shall have one vote only.

5. Powers

To promote the Aims and Objects of the Association, the Association may -

  • Employ staff to supervise, organise and carry out the work of the association, and to make reasonable provisions for the payment of pensions/superannuation where possible.

  • Take out membership of organisations whose activities and interests would be beneficial and compatible with the aims and objects of the Association.

  • Purchase, take on lease or exchange, hire or otherwise acquire any property and any rights and privileges necessary for promoting the aims and objects of the Association and maintain and alter any buildings necessary for the work of the Association.

  • Make regulations for the management of any property that may be acquired.

  • Raise money for the association's aims and accept gifts on such terms as shall be deemed necessary.

  • Raise funds and invite and receive contributions by way of subscriptions and donations. The Association shall not undertake permanent trading activities in raising funds except by means of a company established for that purpose.

  • Invest the moneys of the Association not immediately required as may be though fit, subject to conditions, if any, as may be imposed or required by law.

  • The Chairman, Secretary and Treasurer may execute any legal documents on behalf of the Association. Such documents shall be signed by any two of the Association Office Bearers.

6. Duties of Officers

To promote the Aims and Objects of the Association, the Association may -

  • Patron: The Patron shall be an ex officio of the Group and will occupy this position, without voting rights, as recommended by an Annual General Meeting.

  • Chairman: The Chairman shall take the chair at all meetings. In the absence of the Chairman the Association will elect a Chairman for the duration of that meeting.

  • Secretary: The Secretary will attend all meetings and take all minutes. Only the Secretary at the instruction of the Management Committee shall conduct all correspondence. The Secretary will also keep a full register of membership and present this at any given time if so required.

  • Treasurer: The Treasurer shall receive all moneys payable to the Association and make all payments. The Treasurer shall attend all meetings and give information as to the finances of the Association as required. The Treasurer shall cause all proper books of accounts to be kept with respect to all sums of money received and expended by the Association and the manner in which the receipt and expenditure takes place. The Treasurer shall present audited accounts at each Annual General Meeting.

7. Officers

  • The Association shall elect from its membership at the Annual General Meeting a Chairman, a Secretary and a Treasurer, and any other Officers as the Association consider necessary.

  • At the Annual General Meeting the Committee may recommend to the members a Patron to the Club.

  • The Officers of the Association shall hold office until the conclusion of the Annual General Meeting following their election but shall be eligible for re-election. Officers will only hold office for one year but are eligible for re-election.

8. Committee

  • The Committee, together with any other individuals the Association may elect, shall be known as the Association Management Committee. The Committee shall compromise of a maximum of 10 and a minimum of 5 members.

  • Any member of the Management Committee who fails to attend three consecutive Management Committee Meetings, without proper noted apologies will deem to have resigned.

  • The Committee shall have the power to co-opt other persons, or members, or Specialists, to a maximum of three, as they consider necessary to further the Association's aims and objectives.

  • The Management Committee shall meet not less than 6 times per calendar year. Minutes shall be kept of all Management Committee Meetings.

  • The proceedings of the Management Committee shall not be invalidated by any failure to elect, or any defect in the election, appointment, co-option or qualification of any member.

  • The Management Committee may appoint sub-committees as necessary and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such sub-committees shall be reported back to the Management Committee as soon as possible.

  • The Management Committee shall have the power to co-opt any member to fill any casual vacancy in the Officers or Management Committee and they shall only hold position until the next Annual General Meeting.

9. Annual General Meeting

The Association shall hold an Annual General Meeting of the Membership before the 31 of March each calendar year and shall give a minimum of twenty-one days notice in writing to the Membership. Any member wishing to include an item on the agenda shall give the Secretary fourteen clear days notice of such. Only constitutional items may be accepted.

The following procedures will be conducted:

  • Presenting the report and the accounts for the previous financial year.

  • The election of Officers, and other members of the Committee.

  • Appoint an Auditor(s) or independent examiner(s) should this be necessary.

10. Rules of Procedures at all Meetings

  • Special General Meeting: The Chairman shall at their discretion call a special general meeting of the Association Membership. The Secretary will notify the Membership of any such meeting, giving 21 days notice, and give the reasons for the meeting.

  • Quorum: The quorum at a General Meeting of the Association shall be 10 or such other number as the Association may in General Meeting from time to time determine.

  • Voting: Unless it is otherwise specified in this constitution, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote.
    The Management Committee may, from time to time, make arrangements for proxy voting. No person shall exercise more than one vote even if they may have been appointed to represent two or more interests, but in the case of an equality of votes the chair at the meeting shall have the casting vote when appropriate. Such casting votes shall be second votes and shall be final.

  • Minutes: Minutes of the meetings of the Association, Management Committee and Committees and Sub Committees shall contain a record of all proceedings, resolutions and decisions.

11. Financial Authority

  • All monies raised by or on behalf of the Association shall be applied to further the aims and objectives of the Association, and for no other purpose, excepting the payment of proper remuneration to any employee of the Association and fees to professional, technical and specialist advisers. No payment shall be made to members of the Management Committee or of any Committee or Sub Committee other than reasonable out of pocket expenses.

  • The accounts shall be audited or independently examined at least once a year by the Auditor(s) or independent examiner(s) appointed at the Annual General Meeting. The accounts to be audited by one qualified Chartered Accountant or two independent examiners with accountancy experience.

  • An audited/independently examined statement of the accounts for the last financial year shall be submitted by the Management Committee to the Annual General Meeting.

  • A bank/building society account shall be opened in the name of the Association as the Management Committee shall decide. The Management Committee shall authorise, in writing, three members of the Management Committee, one of whom shall always be the Treasurer, to sign cheques on behalf of the Association. All cheques must be signed by not less than two of the three authorised signatories.

12. Indemnity

The members of the Association and all Committees and Sub-Committees and the Secretary, Treasurer, Chairman, Auditor(s) and other Officers for the time being of the Association, shall be indemnified out of the funds of the Association against all loss, costs, and charges which they may respectively incur or be put to on account of any contract, deed, act, matter or thing done, entered into, executed or permitted by them respectively on behalf of the Association; and each of them shall be chargeable only for so much money as he may actually receive and they shall not be answerable for the acts, receipts, neglects or defaults of each other but each of them for his own acts, receipts, neglects, or defaults only.

No such person or his heirs or executors shall be liable for any loss or expenses happening to the Association through any insufficiency or deficiency of title to any property acquired for on behalf of the Association or for the insufficiency or deficiency of any obligation or security in or upon which any funds shall be invested for any loss or damage arising from bankruptcy, insolvency or wrongful act of any person with whom any monies, securities or effects shall be deposited or for any loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own fraud, wilful neglect, default or breach of any duty.

13. Alterations to the Constitution

The Constitution must not be altered without consultation with the Inland Revenue if the Association is recognised as a charity.

  • Alterations to the constitution shall be approved by a majority of the Membership attending and eligible to vote at an Annual General Meeting.

  • Notice of any such alteration shall have been received by the Secretary, in writing, not less than fourteen clear days before the meeting at which the alteration has to be proposed.

  • Notice in writing and displayed on the Association Web site, shall be sent by the Secretary to each member of the association provided that no alteration shall be made which would have the effect of causing the Association to cease being recognised by the Inland Revenue as a charity.

14. Dissolution

If the Management Committee by a simple majority decide at any time on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a Special General Meeting of the Association, of which meeting not less than twenty one days notice (stating the terms of the resolution to be proposed thereat) shall be given.

If the decision is confirmed by two thirds of those present and entitled to vote, the Management Committee shall have power to dispose of any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to the National Canine Defence League.

15. Adoption

The Constitution was certified as 'a true copy' and adopted by the Management Committee at a General Meeting of the Waterside Action Group held on Tuesday 18 March 2003.