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Constitution 1
1. The name of the body is changed to ‘Restore Rochester Castle’
This community organisation is public and has an elected committee
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2. The main objective
To restore key elements of the castle including the roof & floors.
To manage the castle in the long term interest of conserving the historic fabric and integrity of the structure and taking pro active measures to slow down the rate of deterioration and weathering.
The recently completed Conservation Plan (adopted in 2009) which has assessed the full significance of all areas and aspects of the monument informs this broad objective to which the organisation ‘Restore Rochester Castle’ supports as a steps towards achieving a long term sustainable future through restoration.
By
3. Subsidiary Objectives:
In order to achieve the main objective given above, the Body represented by the Committee shall have the following subsidiary objectives:
To the extent that the same are essential or ancillary to the promotion of the main objectives the body may exercise the following powers:
a) To use advertising and other promotional methods to ensure an understanding of the need to undertake the preservation and renovation of the castle keep, bailey walls and all areas within the grounds.
b) To raise the funds necessary both to undertake the steps given above and to provide financial resources for the renovation and restoration of the castle. Fund raising powers will include making applications to Lottery Heritage Funding and any other appropriate funding body.
c) Limited powers will be granted to the Committee to approve funding of retrospective works that should have been carried out by the responsible agencies between 1965 – 2010, providing 75% of the Committee Members agree upon receiving a detailed schedule of the proposed work.
d) To be able to use funds to pay for expert advice regarding structural assessments, renovation, historical context and other guidance as required and agreed by the committee.
e) To apply for Charitable Status as soon as practical to support the fund raising aims of the organisation.
f) To find permanent location, including consideration for high street location and shop and online donations and shopping to support fund raising for the castle.
g) Working in partnership through the ‘Memorandum of Understanding’ with Medway Council and English Heritage to achieve the primary and subsidiary objectives. The elected committee of Restore Rochester Castle decides which projects are funded by the organisation based on the merits and the primary aims.
Additional Subsidiary Aims and Objectives under the Memorandum of Understanding
The subsidiary aims of the partners are
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4. Rules
A Committee members agree to fully support the restoration of the roof and floors of the keep and to repairs being made to the keep’s infrastructure as the primary aims of the campaign. All other aims or actions as agreed by the committee must support this primary aim.
B Group members will always seek to achieve the aims of the campaign by inclusive methods and aim to achieve a consensus. However, the primary aims of renovation and restoration are paramount over consensus. Agreement with other bodies should not compromise the aims of restoration and renovation of the Castle Keep, bailey walls and all grounds within.
C Committee members agree to meet a minimum of three times per year. In addition, they agree to attend the AGM for re-election purposes.
D Members will always act in the best interests of the group. However, if a conflict of interest occurs, an elected member of the committee should identify the conflict and withdraw from any vote or issue on which their integrity could be questioned.
E Voting on recommendations, plans and activities must carry a majority vote and all members must support the agreed decision. (With exception to Subsidy objective C)
F Membership of the committee is for a maximum of three years. Then subject to re-election at the relevant AGM of the third year. However, if vacant positions the committee may seek nominations at AGM for election to fill vacant positions. Associate Members may temporarily fill the vacant positions until the next full AGM.
G The committee will elect a chair and deputy chair within one calendar month of the AGM.
H The committee meetings require a minimum of three elected members to be present (Including the Chair).
I The committee will have a maximum membership of 13 elected members. Committee members can appoint associate members with or without voting rights to the committee for a temporary period of 12 months or until the next AGM. A majority vote of the present committee members is required to confirm any nominated associate membership.
J The committee has the power to appoint the following positions from the registered membership of the Restore Rochester Castle Campaign. The role of Treasurer is required to be appointed within 3 calendar months of the AGM. The committee will also appoint an auditor from the committee to conduct checks on all financial transactions as directed or as a minimum quarterly.
Treasurer
Finance Supervisor
Events Secretary
Committee Secretary
Marketing Co-ordinator
Nominated Collection Officers
Associate Membership to the Committee.
Non Voting Campaign Partners who may attend committee meetings.
In addition the committee may create, any other reasonable position that supports the aims and objectives of the organisation as detailed in this document.
5. Income and Property
The income and property of the body shall be applied solely towards the promotion of its main objective as set out in this Constitution. No portion of the body's income and property shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise, to the members of the body.
No Officer shall be appointed to any office of the body paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the body. However, nothing shall prevent any payment in good faith by the body of:
a) Reasonable and proper remuneration to any member of the body (not being an Officer) for any services rendered to the body;
b) Interest at a rate not exceeding 5% per annum may be paid on money lent by Officers or other members of the body to the body;
c) Reasonable and proper rent for premises demised and let by any member of the body (Including any Officer) to the body;
d) Reasonable and proper out-of-pocket expenses incurred by any Officer in connection with their attendance to any matter affecting the body;
e) Fees, remuneration or other benefit in money or money's worth to any Company of which an Officer may be a member holding not more than one-hundredth part of the issued capital of such Company.
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6. Winding-up
If upon the winding up or dissolution of the body there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the body. Instead, such property shall be given or transferred to some other charitable institution or institutions having main objects similar to the main objects of the body. The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the body under or by virtue of Clause 6 hereof. Members of the body shall select the relevant institution or institutions at or before the time of dissolution, and if and as so far as effect cannot be given to such provisions, then the property shall be given or transferred to some charitable object.
7. Additions, alterations or amendments
No addition, alteration or amendment shall be made to or in the provisions of this
Constitution for the time being in force unless the same shall have been previously
Approved in writing by the Revenue Commissioners.
8. Keeping of Accounts
Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.
Last review and amendments made and approved at AGM on 30th July 2011 | |||||||||||||||||||||||||||||||||||||||
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