Adopted on the 2nd day of July 1995A. The name of the Association in THE SUDANESE
COPTIC ASSOCIATION (the Charity)
B. ADMINISTRATIONSubject to the matters set out below the Charity and its property
shall be administered and managed in accordance with the constitution by
the members of the Executive Committee, constitution by Clause G of this constitution
(the Executive Committee)
C. OBJECTS
The Charity objects (the objects) are
1. To advance and encourage the preservation of the Coptic Christian faith
2. To relieve need, hardship and distress of persons of the Coptic Christian
Faith who are of Sudanese nationality origin or descent, whether living in the united
kingdom, in Sudan , or elsewhere; and
3. To work towards the elimination of racial discrimination and promote
equality of opportunity and good relations between persons of different racial groups
particularly for the benefit of Sudanese nationality, origin or descent, and who live
in the United Kingdom
D. POWERS In furtherance of the objects but not otherwise the Executive Committee
may exercise the following powers:
(i) Power to 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;
(ii) 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;
(iii) Power subject to any consents required by law to sell lease or dispose
of all or any part of the property of the Charity;
(iv) Power subject to any consents required by law to borrow money and
to charge all or any part of the property of the Charity with repayment of the money
so borrowed;
(v) Power to employ such staff (who shall not be members of the Executive
Committee) 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;
(vi) Power to co-operate with other charities voluntary bodies and statuary
authorities operating in furtherance of the objects or of similar charitable purpose
and to exchange information and advise with them;
(vii) Power to establish or support any charitable trusts associations
or institutions formed for all or any of the objects;
(viii) Power to appoint and constitute such advisory committees as the
Executive Committee maythink fit;
(ix) Power to invest money not immediately required for its objects in
or upon suchinvestments, securities or property as the association may think fit,
subject nevertheless to suchconditions (if any) as may for the time being be imposed
by law;
(x) To insure and arrange insurance cover for and to indemnify its officers
servants andvoluntary workers and those if its members from and against all such risks
incurred in the course ofthe performance of their duties as may be thought fit;
(xi) Power to do all such other lawful things as are necessary for the
achievement of the objects
E. MEMBERSHIP1. Full membership of the Charity shall be open to individuals (over
the age of eighteen years) whoare interested in furthering the work of the Charity
and who have paid any annual subscription laiddown from time to time by the Executive
Committee and2 Every full member shall have one vote3 in addition to full membership
as above the following types of membership shall be available butshall not carry the
right to vote:
(i) Associate members for individuals (over the age of eighteen years)
who do not live in theUnited Kingdom but who are interested in furthering the work
of the Charity
(ii) Junior membership for individuals under the age of eighteen who are
interested infurthering the work of the Charity
(iii) Honorary membership for individuals who may be appointed Honorary
Members at thediscretion of the Executive Committee
4 The Executive Committee shall have the right to approve or reject any application
for membership
5 The Executive Committee may unanimously and for good reason terminate the membership
of anyindividual Provided that the individual concerned shall have the right to be
heard by the ExecutiveCommittee accompanied by a friend before a final decision is
made.
F. HONORARY OFFICERSAt the annual general meeting of the Charity the members shall
elect from amongst themselves cchairman a secretary and a treasurer who shall hold
office from the conclusion of that meeting.
G. EXECUTIVE COMMITTEE
1. The Executive Committee shall consist of no less than five members
nor more than elevenmembers being:
(a) The honorary officers specified in the preceding clause;
(b) Not less than two and not more than eight members elected at the annual general
meeting whoshall hold office from conclusion of that meeting;
2. All the members of the Executive Committee shall retire from office together at
the beginning ofthe annual general meeting next after the date on which they came
into office but they may be re-elected or re-appointed
3. The members of the Executive Committee may at any time appoint any person to fill
a vacancythat has risen since the last annual general meeting due to the death, resignation
or thedetermination of the membership of any member of the Executive Committee
4. The Proceedings of the Executive Committee shall not be invalidated by any vacancy
amongtheir number or by any failure or any defect in the appointment or qualification
of a member
5. Nobody shall be appointed as a member of the Executive Committee who is aged undereighteen
or who would if appointed be disqualified under the provision of the following clause
6. No person shall be entitled to act as a member of the Executive Committee whether
on a first oron any subsequent entry into office until after signing in the minute
book of the Executive Committeea declaration of acceptance and of willingness to act
in the trust of the Charity
H. DETERMINATION OF MEMBERSHIP OF EXECUTIVE COMMITTEEA member of the Executive Committee
shall cease to hold office if he or she:
1. Is disqualified from acting as a member of the Executive Committee by virtue of
section 72 of theCharities act 1993 (or any statuary re-enactment or modification
of that provision)
2. Become incapable by reason of mental disorder, illness or injury of managing or
administeringhis or her own affairs;
3. Is absent without the permission of the Executive Committee from all their meetings
held withina period of six months and the Executive Committee resolve that his or
her office be vacant; or
4. Notifies to the Executive Committee a wish to resign (but only if at least three
members of theExecutive Committee will remain in office when the notice of resignation
is to take effect)
I. EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
1. Subject to the provisions of sub-clause
(2) of this clause no member of the ExecutiveCommittee shall acquire any interest
in property belonging to the Charity (otherwise than a trusteefor the Charity) or
receive remuneration or be interested (otherwise than a member of the ExecutiveCommittee)
in any contract entered into by the Executive Committee
2. Any member of the Executive Committee for the time being who is a solicitor accountant
or otherperson engaged in a profession may charge and be paid all the usual professional
charges forbusiness done by him or her or his or her firm when instructed by other
members of the ExecutiveCommittee to act in a professional capacity on behalf of the
Charity Provided at no time shall amajority of the members of the Executive Committee
benefit under this provision and that a memberof the Executive Committee shall withdraw
from any meeting at which his or her own instruction orremuneration or that of his
or her own firm is under discussion
J. MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
1. The Executive Committee shall hold at least two ordinary meetings each year. A
specialmeeting may be called at any time by the chairman or by any two members of
the ExecutiveCommittee upon not less than four days notice being given to the other
members of the ExecutiveCommittee of the matters to be discussed but if the matters
include an appointment of a c-optedmember then not less than twenty-one days notice
must be given
2. The chairman shall act as a chairman at meetings of the Executive Committee. If
the chairmanis absent from any meeting the members of the Executive Committee present
shall choose one oftheir number to be chairman of the meeting before any other business
is transacted
3. There shall be a quorum when at least one third of the number of members of the
ExecutiveCommittee for the time being or three members of the Executive Committee
whichever is greater arepresent at a meeting
4. Every matter shall be determined by a majority of votes of the members of the ExecutiveCommittee
present and voting on the question but in the case of equality of votes the chairman
of themeeting shall have a second or casting vote
5. The Executive Committee shall keep minutes in books kept for the purpose of proceedings
atmeetings of the Executive Committee and any sub committee
6. The Executive Committee may from time to time make and alter rules for the conduct
of theirbusiness, the summoning and conduct of their meetings and the custody of documents.
No ruleshall be made which is inconsistent with this constitution
7. The Executive Committee may appoint one or more sub-committee consisting of three
or moremembers of the Executive Committee for the purpose of making any inquiry or
supervising orperforming any function or duty which in the opinion of the Executive
Committee would be moreconveniently undertaken or carried out by a sub-committee provided
that all acts and proceedings ofany such sub-committee shall be fully and promptly
reported to the Executive Committee
K. RECEIPTS AND EXPENDITURE
1. The funds of the Charity including all donations contribution and bequests shall
be paid into anaccount operated by the Executive Committee in the name of the Charity
at such bank as theExecutive Committee shall from time to time decide. All cheques
drawn on the account must besigned by at least two members of the Executive Committee
2. The funds belonging to the Charity shall be applied only in furthering the objectsL.
PROPERTY
1. Subject to the provisions of sub-clause (2) of this clause the Executive Committee
shall causethe title to
(a) All land held by or in trust for the charity which is not vested in the Official
Custodian for thecharities and
(b) All investment held or on behalf of the Charity to be vested either in a corporation
entitled to act ascustodian trustee or in not less than three individuals appointed
by them as holding trustees.Holding trustees may be removed by the Executive Committee
at their pleasure and shall act inaccordance with the lawful directions of the Executive
Committee. Provided they act only inaccordance with the lawful directions of the Executive
Committee the holding trustees shall not beliable for the acts and defaults of its
members
2. If a corporation entitled to act as custodian trustee has not been appointed to
hold the propertyof the Charity the Executive Committee may permit any investments
held by or in trust for the Charityto be held in the name of a clearing bank trust
corporation or any stock broking company which is amember of the International Stock
Exchange (or any subsidiary of any such stock broking company)as nominee for the Executive
Committee and may pay such nominee reasonable and properremuneration for acting as
suchM. ACCOUNTSThe Executive Committee shall comply with their obligations under the
Charities Act 1993 (or anystatuary re-enactment or modification of the act) with regard
to:
1. The keeping of accounting records for the Charity;
2. The preparation of annual statements of accounts for the charity;
3.The auditing or independent examination of the statements of the account of the
Charity; and
4. The transmission of the statements of account of the Charity to the CommissionersN.
ANNUAL REPORTSThe Executive Committee shall comply with their obligations under the
Charities Act 1993 (or anystatutory re-enactment or modification of that Act) with
regard to the preparation of an annual reportand its transmission to the Commissioners
O. ANNUAL RETURNThe Executive Committee shall comply with their obligations under
the Charities Act 1993 (or anystatutory re-enactment or modification of that Act)
with regard to the preparation of an annual returnand its transmission to the commissioners
P. ANNUAL GENERAL MEETING
1. There shall be an annual general meeting of the charity which shall be held in
the month ofFebruary in each year or as soon as practicable thereafter
2. Every annual general meeting shall be called by the Executive Committee. The secretary
shallgive at least twenty-one days notice of the annual general meeting to all the
full members of theCharity. All the full members of the Charity shall be entitled
to attend and vote at the meeting
3. Before any other business is transacted at the first annual general meeting the
persons presentshall appoint a chairman of the meeting. The chairman shall be the
chairman of the subsequentannual general meeting but if he or she is not present before
any other business is transacted thepersons present shall appoint a chairman of the
meeting
4. The Executive Committee shall present to each annual general meeting the report
andaccounts of the Charity for the preceding year
5. Nominations for the election to the Executive Committee must be made by full members
of thecharity in writing and must be in the hands of the secretary of the Executive
Committee at leastfourteen days before the annual general meeting. Should nominations
exceed vacancies electionshall be by ballot
Q. SPECIAL GENERAL MEETINGSThe Executive Committee may call a special general meeting
of the Charity at any time. If at least tenfull members request such a meeting in
writing stating the business to be considered the secretaryshall call such a meeting.
At least twenty-one days notice must be given and notice must state thebusiness to
be discussedR. PROCEDURE AT GENERAL MEETINGS
1. The secretary or other person specially appointed by the Executive Committee shall
keep a fullrecord of proceedings at every general meeting of the Charity
2. There shall be a quorum when at least one tenth of the number of full members of
the Charityfor the time being or twenty full members of the charity whichever is the
lesser are present at anygeneral meeting
S. NOTICESAny notices required to be served on any full member of the Charity shall
be in writing and shall beserved by the secretary or the Executive Committee on any
full member either personally or bysending it through the post in a prepaid letter
addressed to such full member at his or her lastknown address in the United Kingdom
and any letter so sent shall be deemed to have beenreceived within ten days of posting
T. ALTERATIONS TO THE CONSTITUTION
1. Subject to the following provisions of this clause the Constitution may be altered
by a resolutionpassed by not less than two thirds of the full members present and
voting at a general meeting. Thenotice of the general meeting must include notice
of the resolution setting out the terms of thealteration proposed
2. No amendment may be made to Clause A (the name of the charity clause) Clause (the
objectsclause) Clause I (Executive Committee members not to be personally interested
clause) Clause U(the dissolution Clause) or this clause without the prior consent
in writing of the Commissioners
3. No amendment may be made which would have the effect of making the Charity cease
to be acharity at law
4. The Executive Committee should promptly send to the Commissioners a copy of anyamendment
made under this clause
U. DISSOLUTIONIf the Executive Committee decides that it is necessary or advisable
to dissolve the Charity it shallcall a meeting of all full members of the charity
which not less than twenty-one days notice (statingthe 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 executive committee shall have power to realise anyassets
held by or on behalf of the Charity. Any assets remaining after the satisfaction of
any properdebts and liabilities shall be given or transferred to such other charitable
institution or institutionshaving objects similar to the objects of the Charity as
the full members of the Charity may
