Schoolforge-UK:Constitution
From Schoolforge-UK
Constitution of the Association known as Schoolforge-UK ("the Association")
A copy of this document shall be placed on the Association's web site at www.schoolforge.org.uk
1. AIMS
1.1 Schoolforge-UK's mission is to bring together individuals and organisations that advocate, use, and develop open resources for UK schools and colleges.
1.2 We advocate the use of Free/Open Source Software (FOSS) in education, and we aim to see this become the norm rather than the exception.
1.3 We support the use of FOSS methodologies in the development of tools and resources for use in schools and colleges.
1.4 We support the development of non-proprietary technical solutions that will promote equality of access to educational technology
1.5 By FOSS we mean software and documentation and other computer-based resources that are licensed in a way that guarantees four freedoms:
- the freedom to run the program, for any purpose.
- the freedom to study how the program works, and adapt it to your needs
- the freedom to redistribute copies
- the freedom to improve the program, and release improvements to the public, so that the whole education community benefits
2. OBJECTS
Schoolforge-UK is established:
2.1 To become recognised as the grass roots organisation to deal with over using Free/Open Source Software in schools and colleges
2.2 To become the central communication point for disseminating information about FOSS projects relevant to education in UK
2.3 To raise and distribute funds for key projects in collaboration with others, e.g. business, universities, government bodies and other organisations, to ensure a healthy growth in FOSS applications in education.
2.4 To build a repository of resources to support the adoption of FOSS in educational institutions, and ensure consistency with the National Curriculum and examinations.
2.5 To provide evaluations of educational applications and their FOSS solutions
2.6 To promote the development and use of recycled, low cost and long-life technical solutions and free resources.
2.7 To develop understanding of the use of Information and Communication Technology (ICT) in education, and ensure that "open source" encourages "open mindedness" in a broad educational sense
3. POWERS
To further these aims and objectives Schoolforge-UK may:
3.1 Employ and pay any person or persons to supervise, organise and carry on the work of the Association and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows, widowers and other dependants.
3.2 Bring together in conference representatives of businesses, statutory authorities, educational institutions, voluntary organisations and individuals.
3.3 Promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof for the benefit of the public.
3.4 Raise funds and invite and receive contributions from any person or organisation by way of subscriptions and otherwise.
3.5 To carry on trade in so far as either the trade is exercised in the course of the actual carrying out of the aims and objectives of the Association or is ancillary or incidental to the carrying out of the aims and objectives.
3.6 Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, workshops, lectures, classes, seminars and training courses.
3.7 Collect and disseminate information on all matters affecting the said aims and objectives and exchange such information with other bodies having similar aims and objectives whether in the United Kingdom or overseas.
3.8 Undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, managed or assisted by the Association.
3.9 Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets, electronic or other documents, or films or recorded tapes (whether audio or visual or both) as shall further the said aims and objectives.
3.10 Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said aims and objectives and construct, maintain and alter any buildings or erections necessary for the work of the Association.
3.11 Make regulations for the management of any property which may be acquired.
3.12 Subject to such consents as may be required by law, sell, lease or otherwise dispose of all or any of the property or assets of the Association.
3.13 Subject to such consents as may be required by law, borrow or raise money for the said aims and objectives and accept gifts on such terms and on such security as shall be deemed to be necessary.
3.14 Invest the moneys of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law.
3.15 Do all such other lawful things as are necessary for the attainment of the said aims and objectives.
4. MEMBERSHIP
4.1 There are two classes of membership of Schoolforge-UK:
(a) Individuals of 18 years and over who are interested in furthering the work of the Association and who have registered their interest by creating a proper user account on the Schoolforge-UK web site.
(b) Representatives of organisations including businesses, statutory authorities and voluntary organisations, which are interested in furthering the said work and have registered their organisation on the Schoolforge-UK web site.
4.2 For the time being, and until altered in accordance with Clause 14, membership of Schoolforge-UK is free for both individual and representative members.
4.2 Each member organisation shall appoint one individual person to represent it and vote on its behalf at General Meetings of the Association. In the event of such individual person resigning or otherwise leaving an organisation, he or she shall forthwith cease to be a representative thereof.
4.3 Each member organisation may appoint a deputy to replace its appointed representative if the latter is unable to attend any particular meeting of the Association.
4.4 The Executive Committee (see below) shall have the right to bar the membership of any individual or organisation provided that the individual member concerned (or the individual representing such organisation) shall have the right to be heard by the said Executive Committee before a final decision is made.
5. HONORARY OFFICERS
5.1 At the Annual General Meeting (see below) the Association may elect a President, a Vice-President, a Treasurer, a Secretary and such other Honorary Officers as the Association shall from time to time decide.
5.2 The President and the Honorary Officers of the Association shall hold office until the conclusion of the Annual General Meeting of the Association next after their election but shall be eligible for re-election provided they are willing to stand. Should an Annual General Meeting not reach quorum, existing officers will stay in position until a Special General Meeting with a valid quorum is held.
5.3 The President and the Honorary Officers shall be members of the Association and the Executive Committee. They may also be members of any sub-committee established by the Executive Committee.
6. EXECUTIVE COMMITTEE
6.1 The policy and general management of the Association shall be directed by an Executive Committee ("the Committee") which shall meet not less than [ two (2) ] times a year and when complete shall consist of not less than [ five (5) ] or more than [ eleven (11) ] members.
6.2 The members of the Committee shall be elected at the Annual General Meeting of the Association in accordance with Clause 9 hereof.
6.3 Election to the Committee shall be for [ two (2) ] years. [ Half ] of the membership shall retire annually but shall be eligible for re-election, provided that no Committee member shall hold office for more than [ four (4) ] years. On the expiration of such period, [ one (1) ] further years must elapse before any former Committee member shall be eligible for re-election, the members so to retire being those who have been longest in office since the last election but not reckoning the chair and honorary officers. As between members who have been in office the same length of time, those due to retire shall be chosen by lot.
6.4 Only full members of the Association whether individual or representative shall be eligible to serve as Honorary Officers or members of the Committee. Nominations for Honorary Officers or members of the Committee must be made by full members of the association in writing and must be in the hands of the Secretary at least [ ten (10) ] days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot OR election shall be by a system of electronic voting (see Clause 10).
6.4 In addition to the elected members and those serving as Honorary Officers the Committee may co-opt up to [ three (3) ] further members being full members of the Association whether individual or representative or a combination of both who shall serve until the conclusion of the next Annual General Meeting after individual co-option provided that the number of co- opted members shall not exceed one-third of the total membership of the Committee at the time of co-option.
6.5 Any casual vacancy in the Committee may be filled by the Committee co-opting another member of Schoolforge-UK and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at the Meeting.
6.6 The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
6.7 The Committee shall appoint and fix the remuneration of staff (not being members of the Committee) as may in their opinion be necessary.
6.8 The Committee may appoint such special or standing sub-committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Committee as soon as possible.
7. DETERMINATION OF MEMBERSHIP OF THE COMMITTEE
7.1 A member of the Committee shall cease to hold office if he or she:
(a) is disqualified from acting as a member of the Committee by virtue of section 72 of the Charities Act l993 (or any statutory re-enactment or modification of that provision); or
(b) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; or
(c) resigns his or her office by giving notice in writing; or
(d) is absent from [ three (3) ] consecutive meetings of the Committee and for good and sufficient reason three-quarters of the other members of the Committee pass a resolution that such Committee member shall be removed from office provided that a Committee member faced with removal shall have the right to be heard by the other Committee members before a vote is taken.
(e) works directly against the objects of the association and for good and sufficient reason three-quarters of the other members of the Committee pass a resolution that such Committee member shall be removed from office provided that a Committee member faced with removal shall have the right to be heard by the other Committee members before a vote is taken.
8. MEETINGS OF THE ASSOCIATION
8.1 Once in each year an Annual General Meeting of the Association shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. At least 21 clear days' notice shall be given in writing or electronic mail by the Secretary to each member, and the notice will be published on the Association's web site. At such Annual General Meeting the business shall include the election of Honorary Officers; the election of full members to serve on the Committee; the appointment of an auditor or auditors or independent examiner or examiners if required under the Charities Act 1993; the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited accounts; and the transaction of such other matters as may from time to time be necessary.
8.2 The Chair of the Committee may at any time at his/her discretion and the Secretary shall within 21 days of receiving a written request to do so, signed by not less than [ twenty (20) ] full members whether individual or representative, and giving reasons for the request, call a Special General Meeting of the Association.
9. RULES OF PROCEDURE AT ALL MEETINGS
9.1 Quorum. The quorum at a meeting of the Association shall be [twelve] of the total actual membership of the Association for the time being and the quorum of the Committee or any committee appointed under Clause 6.8 hereof shall be one-half of the Committee or committee (as the case may be) or such other number as the Association may in General Meeting from time to time determine.
9.2 Voting. All questions arising at any meeting shall be decided by a single transferable vote (as defined by the Electoral Reform Society) ballot of those present and entitled to vote thereat. Arrangements for electronic voting may from time to time be made as described in Clause 10. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the Chair of the meeting shall have the casting vote.
9.3 Minutes. Minutes shall be recorded by the Committee and all other committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions. Unless previously determined by the Committee, all Minutes shall be published on the Association's web site within not more than [five (5)] working days after the meeting.
9.4 Standing Orders and Rules. The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Association, which will be published on the Association's web site. Such Standing Orders and/or Rules shall come into operation immediately provided always that they shall be subject to review by the Association in General Meeting and shall not be inconsistent with the provisions of this Constitution.
10. ELECTRONIC MEETINGS
10.1 Except for Annual General Meetings (where members must be physically present) if all the members of the Committee or a sub-committee consent thereto, either generally or in respect of a particular meeting, discussions and decisions may be conducted using the electronic facilities of Schoolforge-UK or any member, under the direction of a Chair designated to facilitate the electronic meeting.
10.2 In any such case, each member shall receive the same notice of motion(s) and the question(s) in issue shall be put by sending the same email to each member at the email address recorded on the Schoolforge-Uk web site, accompanied by a full and fair disclosure of the information sufficient to enable the member to make an informed decision thereon. Members shall have five business days, or the period of time specified, from the day following transmission, in which to respond electronically to the Chair of the meeting, or to another person designated to collect responses.
10.3 Members may respond by sending a reply email, or a facsimile, to the Chair or person designated to collect responses. A quorum for taking a decision in this manner shall be the same number as it would be, if the meeting were held with members physically present. The responding members shall vote:
(a) for the motion; (b) against the motion; or (c) by declaring an abstention
A lack of response within the time limit shall be counted as an abstention. In the event of equality, the resolution or motion shall be declared lost.
10.4 The Chair of the meeting, or another designated person, shall tally the votes and inform each member of the result by email within five days of the close of voting.
10.5 Decisions taken as described in Clause 10 shall be binding upon all concerned.
11. PAYMENTS
11.1 All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose provided that nothing herein contained shall prevent:
(a) the repayment to members of the Committee or of any committee appointed under Clause 6.8 of reasonable approved out-of-pocket expenses; and
(b) the Committee being entitled to effect policies of indemnity insurance to cover the liability of the Committee which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Association; provided that any such insurance or indemnity shall not extend to any claim arising from any act or omission which the Committee knew to be a breach of trust or breach of duty or which was committed by the Committee in reckless disregard of whether it was a breach of duty or not and provided also that any such insurance shall not extend to the costs of an unsuccessful defence to a criminal prosecution brought against the Committee in their capacity as Trustees of the Association.
12. FINANCE
12.1 The Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
(a) the keeping of accounting records for the Association;
(b) the preparation of annual statements of account for the Association;
(c) the auditing or independent examination of the statements of account of the Association; and
(d) the transmission of the statements of account of the Association to the Commissioners.
12.2 An audited statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as aforesaid.
12.3 All bank accounts shall be opened in the name of the Association.
12.4 All cheques must be signed by at least two signatories.
13. TRUST PROPERTY
13.2 Subject to the provisions of Clause 13.2, the Committee shall cause the title to:
(a) all land held by or in trust for the Association which is not vested in the Official Custodian for Charities; and
(b) all investments held by or on behalf of the Association;
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 Committee at their pleasure and shall act in accordance with the lawful directions of the Committee. Provided they act only in accordance with the lawful directions of the Committee, the holding trustees shall not be liable for the acts and defaults of its members.
13.3 The holding trustees shall be entitled to an indemnity out of the property of the Association for all expenses and other liabilities properly incurred by them in the discharge of their duties.
14. ALTERATIONS TO THE CONSTITUTION
14.1 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.
14.2 If registered as a charity, no amendment may be made to the name of the Association, Clauses 1 & 2 (the aims and objectives clauses), Clause 15 (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
14.3 If registered as a charity, no amendment may be made which would have the effect of making the Association cease to be a charity at law.
14.4 If registered as a charity, the Committee should promptly send to the Commissioners a copy of any amendment made under this Clause.
15. DISSOLUTION
If the Committee by a simple majority decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote, of which meeting not less than 21 days' notice (stating the terms of the Resolution to be proposed) shall be given. If such decision shall be confirmed by a two-thirds majority of those present and voting at such meeting the Committee shall have power to realise 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 such other charitable institution or institutions having objects similar to the objects of the Association as the Committee may determine.
16. NOTICES
Any notice may be served by the Secretary on any member either personally or by an e-mail message sentto his/her/its last given electronic mail address with return receipt, in accordance with the current standing orders of the Association.
This Constitution was agreed by the Officers of the Association on the 20th day of January 2005, and adopted at the Annual General Meeting held on 14th July 2005.
Signed:
