Constitution- Governing Document
adopted on the: 04th July 2008 (amended 14/02/2021 and 07/05/2021)
1. Adoption of the constitution
The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2of this constitution.
The association’s name is.
..........Recovery Assistance Dogs.........(acronym RAD)
(And in this document, it is called the charity).
The charity’s objects (‘the objects’) are.
"To advance the awareness and education on the subject of Mental Health conditions to increase public knowledge.”
"To provide physical and emotional support to people living with Mental Health Conditions within the UK through the provision of membership to train their Assistance Dogs & Companion Dogs to the highest of standards throughout the UK."
"To manage & support people who live with Mental Health conditions within local communities using group support and activities through befriending services.”
[Nothing in this constitution shall authorise an application of the property of the charity for purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005and/or section 2 of the Charities Act (Northern Ireland) 2008.]
4. Application of income and property
The income and property of the charity shall be applied solely towards the promotion of the objects.
A charity trustee is entitled to be reimbursed from the property of the charity or may pay out of suchproperty reasonable expenses properly incurred by him or her when acting on behalf of the charity.
A charity trustee 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.
None of the income or property of the charity may be paid or transferred directly or indirectly by way ofdividend bonus or otherwise by way of profit to any member of the charity. This does not prevent a member who is not also a trustee from receiving:
a benefit from the charity in the capacity of a beneficiary of the charity.
reasonable and proper remuneration for any goods or services supplied to the charity.
Benefits and payments to charity trustees and connected persons.
No charity trustee or connected person may:
buy or receive any goods or services from the charity on terms preferential to those applicable to membersof the public.
sell goods, services, or any interest in land to the charity.
be employed by, or receive any remuneration from, the charity.
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 CharityCommission (‘the Commission’). In this clause, a ‘financial benefit’ means a benefit, direct or indirect, which iseither money or has a monetary value.
(2) Scope and powers permitting trustees’ or connected persons’ benefits.
A charity trustee 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 trustees do not benefit this way.
A charity trustee or connected person may enter into a contract for the supply of services, or of goods thatare supplied in connection with the provision of services, to the charity where that is permitted inaccordance with, and subject to the conditions in, section 185 of the Charities Act 2011.
Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the charity withgood, that are not supplied in connection with services provided to the charity by the charity trustee orconnected person.
A charity trustee or connected person may receive interest on money lent to the charity at a reasonable andproper rate which must be not more than the Bank of England bank rate (also known as the base rate).
A charity trustee or connected person may receive rent for premises let by the trustee or connected personto the charity. The amount of the rent and the other terms of the lease must be reasonable and proper. Thecharity trustee concerned must withdraw from any meeting at which such a proposal or the rent or otherterms of the lease are under discussion.
A charity trustee or connected person may take part in the normal trading and fundraising activities of thecharity on the same terms as members of the public.
(3) Payment for supply of goods only –controls
(a) The amount or maximum amount of the payment for the goods is set out in an agreement in writingbetween the charity and the charity trustee or connected person supplying the goods (‘the supplier’) underwhich 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 inthe circumstances for the supply of the goods in question.
(c) The other charity trustees are satisfied that it is in the best interests of the charity to contract with thesupplier rather than with someone who is not a charity trustee or connected person. In reaching that decisionthe 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 enterinto a contract or arrangement with him or her or it with regard to the supply of goods to the charity.
(h) In sub-clauses (2) and (3) of this clause: -
(a) ‘the charity’ includes any company in which the charity:
(ii) controlsmorethan50%ofthevotingrights attached to the or
(iii) hastherighttoappointoneormoretrusteestothe board of the
(b) ‘connected person’ includes any person within the definition set out in clause 34 (Interpretation).
If the members resolve to dissolve the charity the trustees will remain in office as charity trustees and beresponsible for winding up the affairs of the charity in accordance with this clause.
(a) directly for theobjects.
(b) bytransfertoanycharityorcharitiesforpurposesthe same as or similar to thecharity.
(c) in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approvein
writing in advance.
) The members may pass a resolution before or at the same time as the resolution to dissolve the charityspecifying the manner in which the trustees are to apply the remaining property or assets of the charity and the trustees must comply with the resolution if it is consistent with paragraphs
(5) 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)
(6) The trustees must notify the Commission promptly that the charity has been dissolved. If the trustees areobliged to send the charity’s accounts to the Commission for the accounting period which ended before itsdissolution, they must send the Commission the charity’s final accounts.
5.Amendment of constitution
(a) noamendmentmaybemadethatwouldtheeffect ofmakingthecharitytobe.
(b) no amendment may be made to alter the objects if the change would undermine or work.
(c) no amendment may be made to clause 3 4 (Applicationofincomeandproperty),clause5(Benefits and payments to charity trustees and connectedclause 6 or this clause without the prior consent in writing of theCommission.
(d) any resolution to amend a provision of Part 1 of this constitutionispassedbynotlessthan twothirdsofthe memberspresentandvotingatageneralmeeting.
(2) 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 generalmeeting.
(3) A copy of any resolution amending this constitution shall be sent to the Commission within twenty-one days of itbeing passed.
(1) Membership is open to individuals over eighteen or organisations who are approved by the trustees.
(2) (a)The trustees may only refuse an application for membership if, acting reasonably and properly, they considerit to be in the best interests of the charity to refuse the application.
(b)The trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.
(c) The trustees must consider any written representations the applicant may make about the decision. Thetrustees’ decision following any written representations must be notified to the applicant in writing but shallbe final.
(3) Membership is not transferable to anyone else.
(4) The trustees must keep a register of names and addresses of the members which must be made available toany member upon request.
7.Termination of membership
Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist.
(2) the member brings the charity into disrepute.
(3) the member is considered a risk to other members by breach of safeguarding, harassment, bullying or other acts of criminal offences.
(4) the member resigns by written notice to the charity unless, after the resignation, there would be less than twomembers
(5) any sum due from the member to the charity is not paid in full within six months of it falling due.
(6) the member is removed from membership by a resolution of the trustees that it is in the best interests of the charity that his or her membership is terminated. A resolution to remove a member from membership may onlybe passed if:
(a) the member has been given at least twenty-one days’ notice in writing of the meeting of the trustees which theresolutionwillbeproposedandthereasonswhyitis to beproposed.
(b) the member at the option of the the member’srepresentativeneednotbeamemberof thecharity)hasbeenallowedtomakerepresentationsto themeeting.
(1) The charity must hold a general meeting within twelve months of the date of the adoption of this constitution.
(2) An annual general meeting must be held in each subsequent year and not more than fifteen months mayelapse between successive annual general meetings.
(3) All general meetings other than annual general meetings shall be called special general meetings.
(4) The trustees may call a special general meeting at any time.
(5) The trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater.
The request must state the nature of the business that is to be discussed.
If the trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call aspecial general meeting but in doing so they must comply with the provisions of this constitution.
(1) The minimum period of notice required to hold any general meetings of the charity is fourteen clear daysfrom the date on which the notice is deemed to have been given.
(2) A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attendand vote.
(3) The notice must specify the date, time and place of the meeting and the general nature of the business to betransacted. If the meeting is to be an annual general meeting, the notice must say so.
(4) The notice must be given to all the members and to the trustees.
(1) No business shall be transacted at any general meeting unless a quorum is present.
(a) 25% [a qtr.] of the total members entitled to vote upon the business to be conducted at the meeting; or
(b) onetenthofthetotalmembershipatthetime, whichever is the
(3) The authorised representative of a member organisation shall be counted in the quorum
(a) a quorum is not present within half an hour from the time appointed for the meeting; or
(a) duringameeting,aquorumceasestobepresent, themeetingshallbeadjournedtosuchtimeandplaceasthe trustees shalldetermine.
(5) The trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convenedmeeting stating the date time and place of the meeting.
(6) If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start ofthe meeting the members present at that time shall constitute the quorum for that meeting.
General meetings shall be chaired by the person who has been elected as Chair.
(1) If there is no such person or he or she is not present within fifteen minutes of the time appointed for themeeting a trustee nominated by the trustees shall chair the meeting.
No business shall be conducted at an adjourned meeting unless it could properly have been conducted at themeeting had the adjournment not taken place.
If a meeting is adjourned by a resolution of the members for more than seven days, at least seven cleardays’ notice shall be given of the re-convened meeting stating the date time and place of the meeting.
(1) Each member shall have one vote but if there is an equality of votes the person who is chairing the meetingshall have a casting vote in addition to any other vote he or she may have.
(2) A resolution in writing signed by each member (or in the case of a member that is an organisation, by itsauthorised representative) who would have been entitled to vote upon it had it been proposed at a generalmeeting shall be effective. It may comprise several copies each signed by or on behalf of or more members.
14.Representatives of other bodies
Any organisation that is a member of the charity may nominate any person to act as its representativeat any meeting of the charity.
Any notice given to the charity will be conclusive evidence that the nominee is entitled to representthe organisation or that his or her authority has been revoked. The charity shall not be required toconsider whether the nominee has been properly appointed by the organisation.
15.Officers and trustees
The charity and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this constitution. The officers and other members of the committee shall be the trustees of the Charity and in this constitution are together called the trustees.
(2) The charity shall have the following officers:
(3) A trustee must be a member of the charity or the nominated representative of an organisation that is amember of the charity.
(4) No one may be appointed a trustee if he or she would be disqualified from acting under the provisions ofclause 20.
(5) The number of trustees shall be not less than three but (unless otherwise determined by a resolution of thecharity in general meeting) shall not be subject to any maximum.
(6) The first trustees (including officers) shall be those persons elected as trustees and officers at the meeting atwhich this constitution is adopted.
(7) A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees.
16.Appointment of trustees
The charity at the Annual General Meeting (AGM) shall elect the officers and the other trustees
The trustees may appoint any person who is willing to act as a trustee. Subject to sub-clause 5(b) of thisclause, they may also appoint trustees to act as officers.
(a) The process of electing Trustees & Officers at the AGM is: -
(a1) Written application forms are received.
(a2) CV or Bio is required
(a3) Two References will be required and checked by the Chair.
(a4) DBS checks are required. If a trustee holds a DBS Certificate that is in force is accepted
(a5) An existing Trustee or the charity’s CEO (as a member) propose Trustees.
(a6) The proposed trustees’ names posted on the 14-day AGM notice.
(a7) At the AGM Trustees proposed, seconded, and voted into office by members.
(3) No-one may be elected a trustee or an officer at any annual general meeting unless prior to the meetingthe charity is given a notice that:
(a) is signed by a member entitled to vote at the meeting. (As above process)
(b) states the member’s intention to propose the appointment of a person as a trustee or as an officer. (As above process)
(c) Declaration is signed by the person who is to be proposed to show his or her willingness to be appointed
(4) The appointment of a trustee, whether by the charity in general meeting or by the other trustees, must not: -
(a) cause the number of trustees to exceed any number fixed in accordance with this constitution as the maximum number of trustees.
(b) The trustees may not appoint a person to be an officer if a person has already been elected or appointed tothat office and has not vacated the office.
(5) Each of the trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall be eligible for re-election at that annual general meeting.
(6) Two new trustees can be elected in any 12 months between AGM dates without a member meeting, but new appointments need to be notified to members and minuted. All new trustees must follow the election process ((b) b1 to b4)
(7) Resignations of Trustees:
(a) automatic stand down at the yearly AGM, but can be re-elected
(b) must be in writing stating the reasons for the resignation and minuted at the next board meeting.
17.Powers of Trustees
(1) The trustees must manage the business of the charity and have the following powers in order to further theobjects (but not for any other purpose):
) To co-operate with other charities, voluntary bodies, and statutory authorities and to exchange informationand advice with them.
(a) toestablishorsupportanycharitabletrusts,associations or institutions formed for any of the charitablepurposes included in the objects.
(b) to acquire, merge with or enter into any partnership or joint venture arrangement with any other charityformed for any of the objects.
(c) to set aside income as a reserve against future expenditurebutonlyinaccordancewithawrittenpolicy aboutreserves.
(d) toobtainandpayforsuchgoodsandservicesasare necessaryforcarryingouttheworkofthecharity.
(e) to open and operate such bank and other accounts as the trustees consider necessary and to invest fundsand to delegate the management of funds in the same manner and subject to the same conditions as thetrustees of a trust are permitted to do by the Trustee Act 2000
(f) todoallsuchotherlawfulthingsasarenecessaryforthe achievement of theobjects.
(2) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior actof the trustee.
(3) Any meeting of trustees at which a quorum is present at the time the relevant decision is made mayexercise all the powers exercisable by the trustees.
18.Disqualification and Removal Trustees
A trustee shall cease to hold office if he or she:
19.Proceedings of Trustees
(1) The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.
(2) Any trustee may call a meeting of the trustees.
(3) The secretary must call a meeting of the trustees if requested to do so by a trustee.
(4) Questions arising at a meeting must be decided by a majority of votes.
(5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(6) No decision may be made by a meeting of the trustees unless a quorum is present at the time the decision is
purported to be made.
(7) The quorum shall be two or the number nearest to one-third of the total number of trustees, whichever is
the greater or such larger number as may be decided from time to time by the trustees.
(8) A trustee shall not be counted in the quorum present when any decision is made about a matter uponwhich
that trustee is not entitled to vote.
(9) If the number of trustees is less than the number fixed as the quorum, the continuing trustees or trustee
may act only for the purpose of filling vacancies or of calling a general meeting.
(10) The person elected as the Chair shall chair meetings of the trustees.
(11) If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the
meeting, the trustees present may appoint one of their number to chair that meeting.
(12) The person appointed to chair meetings of the trustees shall have no functions or powers exceptthose
conferred by this constitution or delegated to him or her in writing by the trustees.
(13) A resolution in writing signed by all the trustees entitled to receive notice of a meeting of trustees or of
a committee of trustees and to vote upon the resolution shall be as valid and effectual as if it had beenpassed.
at a meeting of the trustees or (as the case may be) a committee of trustees duly convened and held
(14) The resolution in writing may comprise several documents containing the text of the resolution in like
form each signed by one or more trustees.
20.Conflicts of interests and conflicts of loyalties
A charity must:
(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposedtransaction or arrangement with the charity or in any transaction or arrangement entered into by the charitywhich has not been previously declared; and
(2) absent himself or herself from any discussions of the charity trustees in which it is possible that aconflict will arise between his or her duty to act solely in the interests of the charity and any personal interest(including but not limited to any personal financial interest).
Any charity trustee absenting himself or herself from any discussions in accordance with this clause must notvote or be counted as part of the quorum in any decision of the charity trustees on the matter.
(a) who is disqualified from holdingoffice.
(b) who had previously retired or who had been obliged by this 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 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 conferredupon
him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub-clause (1),
the resolution would have been void, or if the charity trustee has not complied with clause 22 (Conflicts of
interests and conflicts of loyalties).
(1) The trustees may delegate any of their powers or functions to a committee of two or more trustees but theterms of any such delegation must be recorded in the minute book.
(2) The trustees 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 trustees.
(c) Two Officer Trustees will hold bi-weekly meetings with the CEO to delegate, advise and gain information of the day-to-day operations of the charity and ensure due diligence is being exercised in all aspects of the charity`s operations, staff, safeguarding and finances.
(3) The trustees may revoke or alter a delegation.
(4) All acts and proceedings of any committees must be fully and promptly reported to the trustees.
23.Irregularities in proceedings
(1) Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of a committee oftrustees, shall be valid notwithstanding the participation in any vote of a trustee:
(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: -
(1) the vote of that trustee; and
(2) that trustee being counted in the quorum, the decision has been made by a majority of the trustees at a quorate meeting.
(2) Sub-clause (1) of this clause does not permit a trustee to keep any benefit that may be conferred upon him or her by a resolution of the trustees or of a committee of trustees if the resolution would otherwise have been void.
(3) No resolution or act of: -
(a) the trustees
(b) any committee of the trustees
(c) the charity in general meeting
shall be invalidated by reason of the failure to give notice to any trustee 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.
The trustees must keep minutes of all:
(1) appointments of officers and trustees made by the trustees.
(2) proceedings at meetings of the charity.
(3) meetings of the trustees and committees of trustees including:
(a) the names of the trustees present at the meeting.
(b) the decisions made at the meetings; and
(c) where appropriate the reasons for the decisions.
27. Accounts, Annual Report, Annual Return
(1) The trustees must comply with their obligations under the Charities Act 2011 with regard to:
(a) the keeping of accounting records for the charity.
(b) the preparation of annual statements of account for the charity.
(c) the transmission of the statements of account to the Commission.
(d) the preparation of an Annual Report and its transmission to the Commission.
(e) the preparation of an Annual Return and its transmission to the Commission.
(2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.
The trustees must notify the Commission promptly of any changes to the charity’s entry on the Central Registerof Charities.
(1) The trustees must ensure the title to:
(a) all land held by or in trust for the charity that is not vested in the Official Custodian of Charities; and
(b) all investments held by or on behalf of the charity, is vested either in a corporation entitled to act as custodian
trustee or in not less than three individuals appointed by them as holding trustees.
(2) The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the trustees and that if they do so they will not be liable for the acts and defaults of the trustees or of the members of the charity.
(3) The trustees may remove the holding trustees at any time.
27.Repair and insurance
The trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings ofthe charity (except those buildings that are required to be kept in repair and insured by a tenant). They must alsoinsure suitably in respect of public liability and employer’s liability.
(1) Any notice required by this constitution to be given to or by any person must be:
(a) in writing; or
(b) given using electronic communications.
(2) The charity may give any notice to a member either:
(a) personally, or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it using electronic communications to the member’s address.
(3) A member who does not register an address with the charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the charity.
(4) A member present in person at any meeting of the charity shall be deemed to have received notice of the meeting and of the purposes for which it was called
(5) (a)Proof that an envelope containing a notice was properly addressed, prepaid, and posted shall be conclusive evidence that the notice was given.
(b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
(c) A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in thecase of an electronic communication, 48 hours after it was sent.
(1) The trustees may from time to time make rules or byelaws for the conduct of their business
(2) The byelaws 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 part 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 trustees in so far as such procedure is not regulated by this constitution.
(e) the keeping and authenticating of records. (If regulations made under this clause permit records of the charity to be kept in electronic form and requires a trustee 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 byelaws.
(4) The trustees must adopt such means as they think sufficient to bring the rules and byelaws to the notice of members of the charity.
(5) The rules or byelaws shall be binding on all members of the charity. No rule or byelaw shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.
If a dispute arises between members of the charity about the validity or propriety of anything done by the membersunder 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.
In this constitution ‘connected person’ means:
(1) a child, parent, grandchild, grandparent, brother, or sister of the trustee.
(2) the spouse or civil partner of the trustee or of any person falling within sub-clause (1) above.
(3) a person carrying on business in partnership with the trustee or with any person falling within sub-clause (1) or(2) above.
(4) an institution which is controlled -
(a) by the trustee or any connected person falling within sub-clause (1), (2), or (3) above; or
(b) bytwoormorepersonsfallingwithinsub-clausewhen takentogether
(5) a body corporate in which -
(a) the charity trustee 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.
(c) Sections-oftheCharitiesActapplyforthe purposesofinterpretingthetermsusedinthisclause.