Radio Free Brighton

Con­sti­tu­tion adop­ted on the 20^th day of Novem­ber, 2009

A. Name

The name of the Asso­ci­ation is Radio Free Brighton

B. Admin­is­tra­tion

Sub­ject to the mat­ters set out below, the Vol­un­tary Organ­isa­tion and its prop­erty shall be admin­istered and man­aged in accord­ance with this con­sti­tu­tion by the mem­bers of the Exec­ut­ive Com­mit­tee, con­sti­tuted by clause G of this con­sti­tu­tion (“the Exec­ut­ive Committee”)

C. Objects

Pre­amble to the objects:

The com­mit­tee has estab­lished that there is a need for the fol­low­ings groups to be bet­ter ser­viced in radio:

1. Babies tod­dlers and parents/carers at home dur­ing the day
2. Older people and the housebound
3. People for whom Eng­lish is not a first language
4. Stu­dents and young people at present not engaged in the local community
5. All people inter­ested in ana­lysis of local and global issues from local aca­dem­ics and local people with areas of spe­cial­ist know­ledge eg edu­ca­tion and health care
6. All people inter­ested in envir­on­mental issues, and eco-sustainability
7. All people inter­ested in becom­ing involved in their com­munit­ies in social and cul­tural activities
8. All people inter­ested in fur­ther under­stand­ing the per­spect­ives and issues affect­ing other groups within the city

The Vol­un­tary Organ­isa­tions object­ives are:

• To improve com­mu­nic­a­tions between the many people of dif­fer­ent ages and cul­tural and socio-economic back­grounds that live in and around the city of Brighton and Hove.
• To involve people of dif­fer­ent age groups and cul­tural back­grounds and who have know­ledge of exist­ing radio ser­vices in this area and of the needs of the broader com­munity whose interests are at present not being met sufficiently.
• To remain impar­tial of any polit­ical party or religion.
• To exer­cise good prac­tice accord­ing to Ofcom reg­u­la­tions and have in place a child pro­tec­tion policy and an equal oppor­tun­it­ies policy and encour­age inclu­sion of all people and of all opin­ions where that inclu­sion is not threat­en­ing or exclus­ive to other parties.
• To be trans­par­ent in its fin­an­cial affairs
• To include in all aspects of broad­cast­ing young and old and those mar­gin­al­ised in any way by phys­ical, cul­tural or social challenges
• To offer train­ing in radio skills, plan­ning, pro­gram­ming and deliv­ery to give a sense of own­er­ship and encour­age leadership.

D. Powers

In fur­ther­ance of the objects but not oth­er­wise, the Exec­ut­ive Com­mit­tee may exer­cise the fol­low­ing powers:

1. 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;
2. 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:
3. Power, sub­ject to any con­sent required by law to sell, lease or dis­pose of all or any part of the prop­erty of the Vol­un­tary Organisation;
4. 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;
5. Power to co-operate with other char­it­ies, vol­un­tary bod­ies and stat­utory author­it­ies oper­at­ing in fur­ther­ance of the objects or of sim­ilar char­it­able pur­poses and to exchange inform­a­tion and advice with them;
6. Power to estab­lish or sup­port any char­it­able trusts, asso­ci­ations or insti­tu­tions formed for all or any of the objects;
7. Power to appoint and con­sti­tute such advis­ory com­mit­tees as the Exec­ut­ive Com­mit­tee may think fit;
8. Power to do all such other law­ful things as are neces­sary for the achieve­ment of the objects.

E. Mem­ber­ship

1. Mem­ber­ship of the Vol­un­tary Organ­isa­tion shall be open to any per­son over the age of 18 years inter­ested in fur­ther­ing the objects and who has paid the annual sub­scrip­tion laid down from time to time by the Exec­ut­ive Committee.
2. Every mem­ber shall have one vote.
3. The Exec­ut­ive Com­mit­tee may by unan­im­ous vote and for good reason ter­min­ate the mem­ber­ship of any indi­vidual: Provided that the indi­vidual con­cerned shall have the right to be heard by the Exec­ut­ive Com­mit­tee, accom­pan­ied by a friend, before a final decision is made.

F. Hon­or­ary Officers

At the annual gen­eral meet­ing of the Vol­un­tary Organ­isa­tion, the mem­bers shall elect from amongst them­selves a chair­man, a sec­ret­ary and a treas­urer, who shall hold office from the con­clu­sion of the meeting.

G. Exec­ut­ive Committee

1. The Exec­ut­ive Com­mit­tee shall con­sist of not less than 4 mem­bers nor more than 6 mem­bers being:
   1. The hon­or­ary officers spe­cified in the pre­ced­ing clause;
   2. Not less than 1 and not more than 3 mem­bers elec­ted at the annual gen­eral meet­ing who shall hold office from the con­clu­sion of the meeting;
2. The Exec­ut­ive Com­mit­tee may in addi­tion appoint not more than 2 co-opted mem­bers but so that no-one may be appoin­ted as a co-opted mem­ber if, as a res­ult, more than one third of the mem­bers of the Exec­ut­ive Com­mit­tee would be co-opted mem­bers. Each appoint­ment of a co-opted mem­ber shall be made at a spe­cial meet­ing of the Exec­ut­ive Com­mit­tee called under clause J (1), and shall take effect from the end of that meet­ing unless the appoint­ment is to fill a place which has not then been vacated in which case the appoint­ment shall run from the date when the post becomes vacant.
3. All the mem­bers of the Exec­ut­ive Com­mit­tee shall retire from office together at the end of the annual gen­eral meet­ing after the date on which they came into office but they may be re-elected or reappointed.
4. The pro­ceed­ings of the Exec­ut­ive Com­mit­tee shall not be inval­id­ated by any vacancy among their num­ber or by any fail­ure to appoint 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 under 18 or who would if appoin­ted be dis­qual­i­fied under the pro­vi­sions of the fol­low­ing clause.
6. No per­son shall be entitled to act as a mem­ber of the Exec­ut­ive Com­mit­tee whether on a first or sub­sequent entry into office until after sign­ing in the minute book of the Exec­ut­ive Com­mit­tee a declar­a­tion of accept­ance and of will­ing­ness to act in the trusts of the Vol­un­tary Organisation.

H. Determ­in­a­tion of the Mem­ber­ship of Exec­ut­ive Committee

A 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 the Char­it­ies Act 1993 (or any stat­utory re-enactment or modi­fic­a­tion of that provision);
2. Becomes incap­able by reason of men­tal dis­order, ill­ness of injury of man­aging and admin­is­ter­ing his or her own affairs;
3. is absent without the per­mis­sion of the Exec­ut­ive Com­mit­tee from all their meet­ings held within a period of six months and the Exec­ut­ive Com­mit­tee resolve that his or her office be vacated; or
4. Noti­fies to the Exec­ut­ive Com­mit­tee a wish to resign (but only if at least three mem­bers of the Exec­ut­ive 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 Exec­ut­ive Com­mit­tee shall acquire any interest in prop­erty belong­ing to the Vol­un­tary organ­isa­tion (oth­er­wise than as a trustee for the Vol­un­tary Organ­isa­tion) or receive remu­ner­a­tion or be inter­ested (oth­er­wise than as a mem­ber of the Exec­ut­ive Com­mit­tee) 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 other per­son engaged in a pro­fes­sion may charge and be paid all the usual pro­fes­sional charges for the busi­ness done by him or her or his or her firm when instruc­ted by the other mem­bers of the Exec­ut­ive Com­mit­tee to act in a pro­fes­sional capa­city on behalf of the Vol­un­tary Organ­isa­tion: Provided that at no time shall a major­ity of the mem­bers of the Exec­ut­ive Com­mit­tee bene­fit under this pro­vi­sion and that a mem­ber of the Exec­ut­ive Com­mit­tee shall with­draw from any meet­ing at which his or her own instruc­tion or remu­ner­a­tion, or that of his or her 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 spe­cial meet­ing may be called at any time by the chair­man or by any two mem­bers of the Exec­ut­ive Com­mit­tee upon not less than 4 days’ notice being given to the other mem­bers of the Exec­ut­ive Com­mit­tee of the mat­ters to be dis­cussed but if the mat­ters include an appoint­ment of a co-opted mem­ber, not less than 21 days’ notice must be given.
2. The chair­man shall act as chair­man at meet­ings of the Exec­ut­ive Com­mit­tee. If the chair­man is absent from any meet­ing, the mem­bers of the Exec­ut­ive Com­mit­tee present shall choose one of their 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 Exec­ut­ive Com­mit­tee for the time being or three mem­bers of the Exec­ut­ive Com­mit­tee, whichever is greater, are present at the meeting.
4. Every mat­ter shall be determ­ined by a major­ity of votes of the mem­bers of the Exec­ut­ive Com­mit­tee present and vot­ing on the ques­tion but in the case of equal­ity of votes, the chair­man of the meet­ing shall have a second or cast­ing vote.
5. The Exec­ut­ive Com­mit­tee shall keep minutes, in books kept for the pur­pose, of the pro­ceed­ings at meet­ings 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 their busi­ness, the sum­mon­ing and con­duct of their meet­ings and the cus­tody of doc­u­ments. No rule may be made which is incon­sist­ent with this constitution.
7. The Exec­ut­ive Com­mit­tee may appoint one or more sub-committees con­sist­ing of three or more mem­bers of the Exec­ut­ive Com­mit­tee for the pur­pose of mak­ing any inquiry or super­vising or per­form­ing any func­tion or duty which in the opin­ion of the Exec­ut­ive Com­mit­tee would be more con­veni­ently under­taken or car­ried out by a sub-committee: provided that all acts and pro­ceed­ings of any such sub-committees shall be fully and promptly repor­ted to the Exec­ut­ive Committee.

K. Receipts and Expenditure

1. The funds of the Vol­un­tary Organ­isa­tion, includ­ing all dona­tions, con­tri­bu­tions and bequests, shall be paid into an account oper­ated by the Exec­ut­ive Com­mit­tee in the name of the Vol­un­tary Organ­isa­tion at such bank as the exec­ut­ive com­mit­tee shall from time to time decide. All the cheques drawn on the account must be signed by two mem­bers of the Exec­ut­ive Com­mit­tee, with prior minuted approval of the Exec­ut­ive Committee.
2. The funds belong­ing to the Vol­un­tary Organ­isa­tion shall be applied only in fur­ther­ing the objects.

L. Prop­erty

1. Sub­ject to the pro­vi­sions of sub-clause (2) of this clause, the Exec­ut­ive Com­mit­tee shall cause the title to:
   1. All land held by or in trust for the Vol­un­tary Organ­isa­tion which is not inves­ted in the Offi­cial Cus­todian for Char­it­ies; and
   2. All invest­ments held by or on behalf of the Vol­un­tary Organisation;

   To be ves­ted either in a cor­por­a­tion entitled to act as cus­todian 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 in accord­ance with the law­ful dir­ec­tions of the Exec­ut­ive Com­mit­tee. Provided they act only in accord­ance with the law­ful dir­ec­tions of the Exec­ut­ive Com­mit­tee, the hold­ing trust­ees shall not be liable 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 prop­erty of the Vol­un­tary Organ­isa­tion, the Exec­ut­ive Com­mit­tee may per­mit any invest­ments held by or in trust for the Vol­un­tary Organ­isa­tion to be held in the name of a clear­ing bank, trust cor­por­a­tion or any stock brok­ing com­pany which is a mem­ber of the Inter­na­tional Stock Exchange (or any sub­si­di­ary of any such stock brok­ing com­pany) as nom­inee for the Exec­ut­ive Com­mit­tee, and may pay such a nom­inee reas­on­able and proper remu­ner­a­tion for act­ing as such.

M. Accounts

The Exec­ut­ive Com­mit­tee shall com­ply with their oblig­a­tions under the Char­it­ies Act 1993 (or any stat­utory re-enactment or modi­fic­a­tion of that act) with regard to:

1. The keep­ing of account­ing records for the Vol­un­tary Organisation;
2. The pre­par­a­tion of annual state­ments of account for the Vol­un­tary Organisation;
3. The audit­ing or inde­pend­ent exam­in­a­tion of the state­ments of account of the Vol­un­tary Organisation.
4. The trans­mis­sion of the state­ments of account of the Vol­un­tary Organ­isa­tion to the Commission.

N. Annual Report

The Exec­ut­ive Com­mit­tee 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 and its trans­mis­sion to the Commission.

O. Annual Return

The Exec­ut­ive Com­mit­tee 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 and its trans­mis­sion to the Commission.

P. Annual Gen­eral Meeting

1. There shall be an annual gen­eral meet­ing of the Vol­un­tary Organ­isa­tion which shall be held in the month of Novem­ber in each year or as soon as prac­tic­able thereafter.
2. Every annual gen­eral meet­ing shall be called by the Exec­ut­ive Com­mit­tee. The sec­ret­ary shall give at least 21 days’ notice of the annual gen­eral meet­ing to all the mem­bers of the Vol­un­tary Organ­isa­tion. All the mem­bers of the Vol­un­tary Organ­isa­tion 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 present shall appoint a chair­man of the meet­ing. The chair­man shall be the chair­man of sub­sequent annual gen­eral meet­ings, but if he or she is not present, before any other busi­ness is trans­acted, the per­sons present shall appoint a chair­man of the meeting.
4. The Exec­ut­ive Com­mit­tee shall present to each annual gen­eral meet­ing the reports and accounts of the Vol­un­tary Organ­isa­tion for the pre­ced­ing year.
5. Nom­in­a­tions for elec­tion to the Exec­ut­ive Com­mit­tee must be made by mem­bers of the Vol­un­tary Organ­isa­tion in writ­ing and must be in the hands of the sec­ret­ary of the Exec­ut­ive Com­mit­tee at least 14 days’ before the annual gen­eral meet­ing. Should nom­in­a­tions exceed vacan­cies, elec­tions shall be by ballot.

Q. Spe­cial Gen­eral Meetings

The Exec­ut­ive Com­mit­tee may call a spe­cial gen­eral meet­ing of the Vol­un­tary Organ­isa­tion at any time. If at least three mem­bers request such a meet­ing in writ­ing stat­ing the busi­ness to be con­sidered the sec­ret­ary shall call such a meet­ing. At least 21 days’ notice must be given. The notice must state the busi­ness to be discussed.

R. Pro­ced­ure at Gen­eral Meetings

1. The sec­ret­ary or other per­son spe­cially appoin­ted by the Exec­ut­ive Com­mit­tee shall keep a full record of pro­ceed­ings at every gen­eral meet­ing of the Vol­un­tary Organisation.
2. There shall be a quorum when at least one-tenth of the num­ber of mem­bers of the Vol­un­tary Organ­isa­tion for the time being or ten mem­bers of the Vol­un­tary Organ­isa­tion, whichever is the greater, are present at any gen­eral meeting.

S. Notices

Any notices required to be served on any mem­ber of the Vol­un­tary Organ­isa­tion shall be in writ­ing and shall be served by the sec­ret­ary or the Exec­ut­ive Com­mit­tee on any mem­ber either per­son­ally or by send­ing it through the post in a pre­paid let­ter addressed to such mem­ber at his or her last known address in the United King­dom, and any let­ter so sent shall be deemed to have been received within 10 days of posting.

T. Alter­a­tion to the Constitution

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.
2. No amend­ment may be made to clause !, clause C, clause I, Clause U 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 Vol­un­tary Organ­isa­tion cease to be a Vol­un­tary Organ­isa­tion by law.

U. Dis­sol­u­tion

If the Exec­ut­ive Com­mit­tee decides that it is neces­sary or advis­able to dis­solve the Vol­un­tary Organ­isa­tion it shall call a meet­ing of all mem­bers of the Vol­un­tary Organ­isa­tion, 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 Exec­ut­ive Com­mit­tee shall have power to real­ise any assets held by or on behalf of the Vol­un­tary Organ­isa­tion. Any assets remain­ing after the sat­is­fac­tion of any proper debts and liab­il­it­ies shall be given or trans­ferred to such other char­it­able organ­isa­tion or insti­tu­tions hav­ing objects sim­ilar to the objects of the Vol­un­tary Organ­isa­tion as the mem­bers of the Vol­un­tary Organ­isa­tion may determ­ine or fail­ing that shall be applied for some other char­it­able pur­pose. A copy of the state­ment of accounts, or account and state­ment, for the final account­ing period of the Vol­un­tary Organ­isa­tion must be sent to the Commission.

V. Arrange­ments until the first Annual Gen­eral Meeting

Until the first annual gen­eral meet­ing takes place this con­sti­tu­tion shall take effect as if ref­er­ences in it to the Exec­ut­ive Com­mit­tee were ref­er­ences to the per­sons whose sig­na­tures appear at the bot­tom of this document.

This con­sti­tu­tion was adop­ted on the date men­tioned above by the per­sons whose sig­na­tures appear at the bot­tom of this document.

Signed

Chair Paddy O’Keeffe

Vice Chair Lisa Mur­ray

Sec­ret­ary Nath­aniel Chase

Tech­nical Dir­ector Tom Wright

Treas­urer Jackie Chase