Cave Hill Conservation Campaign's policy documents are laid out in pages below. 

Cave Hill Conservation Campaign

Complaints Policy                                     Revised March 2020

If you have a complaint about the Cave Hill Conservation Campaign, we'd like to hear about it - that way, we can investigate and do something to put it right. We will:

  • Make it easy for you to tell us about your complaint.

    • Send us an email to chairccc@hotmail.com or write to chair, c/o Belfast Castle Antrim Road, Belfast BT15 5GR.

  • Investigate your complaint fairly.

    • A member of the board of directors will contact you and any other party necessary to gather further information required to fully understand the complaint. If the complaint relates to a specific person, they will be informed and given a fair opportunity to respond. All complaint information will be handled sensitively, telling only those who need to know and following any relevant data protection requirements.

 

  • Resolve your complaint as quickly as possible.

    • We aim to contact you in the first instance within one week. If we need to find out more about the complaint we will then revert with a proposed course of action within 21 days.

 

  • Make sure you are satisfied with how we have resolved it.

    • We will ask you if you are satisfied with the proposed action. If you are not happy, the board member dealing with the complaint will forward all information to the chairperson of the Cave Hill Conservation Campaign. He/she will then contact you within 21 days with a final decision

Cave Hill Conservation Campaign

 

Grievance procedure                                                     Reviewed March 2020

 

In the event of any of our members indicating a grievance, that person should make every effort to resolve the issue through direct contact with the source of the grievance.

In the event that this is ineffective, the matter will be brought to the attention of the Chair. The Chair and one other director, selected by the Chair, will meet with all aggrieved parties and try to resolve the issue.

If the involvement of the Chair fails to resolve the issue, the Chair will invoke an independent outside agency such as the Belfast Hills Partnership to resolve the matter.

If the Chair is involved in the grievance, resolution of the issue will be undertaken by the vice-chair or secretary who will carry out procedures as if he/she were Chair.

Cave Hill Conservation Campaign

Child/Adult at Risk Safeguarding Policy         Reviewed: December 2020

 

It is the policy of Cave Hill Conservation Campaign (hereinafter referred to as CCC) to safeguard the wellbeing of all children and vulnerable people participating in our activities. (see Appendix for definitions)

Children and adults at risk (CAR) issues will be a standing item in the agenda of all Board meetings.

CCC carries out a series of events which include activities suitable for children and adults at risk. It is, however, stated on all events literature and at the start of events that all children, in order to participate must be accompanied by a responsible adult. In the case of activities involving schoolchildren the responsible adults might be teachers from the children’s school.

We endeavour to safeguard young people and adults at risk by:

  • Respecting and promoting the rights, wishes and feelings of children and adults at risk. Promoting and implementing appropriate procedures to safeguard the wellbeing of children and adults at risk and to protect them from abuse 

  • Ensuring that volunteers adopt best practice to safeguard and protect children and adults at risk from abuse and to minimise risk to themselves

  • Responding to any allegations of misconduct or abuse of children or adults at risk in line with this policy and these procedures as well as implementing, where appropriate the relevant disciplinary and appeals procedures

  • Reviewing and evaluating this policy and these procedures on a regular basis.

 

Procedures for volunteers:

When working with children or adults at risk:

  • Follow statutory guidelines of adult:child ratios. Avoid being left alone with a group

  • Always work in an open environment. Avoid private or unobserved situations and encourage an open environment for activities

  • Treat all children and adults at risk equally, with respect and dignity

  • Challenge any inappropriate language

  • Avoid any reference or action which might be construed as having a sexual element or suggestion

  • Do not smoke or drink alcohol in the presence of children or adults at risk

  • Give enthusiastic and constructive feedback rather than negative criticism

  • Ensure that if any form of manual or physical support is required for a child or adult at risk, it is provided openly with the child or adult at risk informed of what is being done and their consent obtained

  • Involve those with parental responsibility and carers where possible

  • Build balanced relationships based on mutual trust that empower children and adults at risk to share in the decision-making process

  • Be aware of the name and contact details of the director with child-protection responsibilities. If informed of allegations, record (in writing) all details as soon as possible and pass these to that director.

The designated officer as from 11 March 2019 is:

Anna McAleavy:  07854093399

 

Appendix

 

A child is defined as anyone under 18 years of age.

Definitions of abuse

There are several different categories of abuse officially defined in government guidance and these are central to the statutory child protection system. The categories of abuse are: physical, sexual and emotional abuse and include exploitation of or causing significant harm to a child. Abuse is a single or repeated act, or lack of appropriate action, occurring within a relationship where there is an expectation of trust which causes harm or distress to another individual or violates their human or civil rights.

1. Child abuse occurs when a child is neglected.  Types of neglect are: physical. emotional or medical.

2. Because children can be abused in a number of ways the harm caused cannot always be easily categorised. The Children (NI) Order 1995 defines 4 categories of abuse:

Neglect: the persistent failure to meet a child’s physical, emotional or psychological needs, likely to result in significant harm

Physical: the deliberate physical injury to a child, or the wilful or neglectful failure to prevent physical injury or suffering

Sexual: involves forcing or enticing a child to take part in sexual activities

Emotional: the persistent emotional ill-treatment of a child such as to cause severe and persistent adverse effects on the child’s emotional development

Bullying: Although bullying has not been defined as abuse within the Children (NI) Order 1995, a child who is bullied may be suffering any type of abuse as defined.

Bullying is defined as deliberately hurtful behaviour, repeated over a period of time, where it is difficult for those bullied to defend themselves.

It may take many forms but the main types are:

• physical (for example, hitting, kicking, theft),

• verbal (for example, sectarian or racist remarks, name calling), and

• indirect (for example, spreading rumours)

It is not always easy to recognise a situation where abuse may occur or where it has already taken place. It is unlikely that volunteers will be experts and it should be stressed that in accordance with the Children (N.I.) Order 1995, the Health and Social Services have a statutory duty to ensure the welfare of a child. (See Appendix 4 for indicators and effects of abuse.)

The definitions above relate to those outlined within the Children (NI) Order. These definitions would also apply to vulnerable adults where there has been a reduction in physical or mental capacity which has led to their reduced ability to protect themselves from assault, abuse, neglect or bullying.

It must be recognised that it is not only adults who will cause abuse to children or vulnerable adults. Peer abuse where the abuser is a child who is under 18 years of age does and will occur. This must be treated the same as where the alleged abuser is an adult.

 

Definition of an adult at risk and adult in need of protection. 

An adult at risk is a person aged 18 years or over whose exposure to harm through abuse, exploitation or neglect may be increased by personal characteristics and/or life circumstances.

An adult in need of protection is unable to protect their own wellbeing, property, assets, rights or other interests or where the action or inaction of another person or persons is causing or is likely to cause him/her to be harmed 

This may include a person who:

  • Is elderly and frail 

  • Has a mental illness including dementia

  • Has a physical or sensory disability 

  • Has a Learning Disability 

  • Has a severe physical illness 

  • Is a substance misuser 

  • Is homeless 

 

Legal Context 

Adults in need of care are protected in the same way as any other person against criminal acts. If a person commits theft, rape or assault against an adult in need of care s/he should be dealt with through the criminal justice system, in the same way as in cases involving any other victim. 

Where there is a reasonable suspicion that a criminal offence may have occurred, it is the responsibility of the police to investigate and make a decision about any subsequent action. 

The police should always be consulted about criminal matters. 

Legislation is available to safeguard and protect vulnerable adults. This is outlined below: The Human Rights Act 1998 (enacted 2000) - The rights of vulnerable adults to live a life free from neglect, exploitation and abuse are protected by the Human Rights Act 1998. Specifically, an adult at risk’s right to life is protected (under Article 2); adults at risk have a right to be protected from inhuman and degrading treatment (under Article 3); and their right to liberty and security (under Article 5). 

Other associated relevant legislation:

● The Safeguarding Vulnerable Groups (Northern Ireland) Order 2007.
● The Criminal Law Act (Northern Ireland) 1967.
● The Health and Personal Social Services (Northern Ireland) Orders and the Health
  and Social Care (Reform) Act (Northern Ireland) 2009.
● The Mental Health (Northern Ireland) Order 1986.
● The Police and Criminal Evidence (Northern Ireland) Order 1989.
● The Disability Discrimination Act 1995.
● The Race Relations (Northern Ireland) Order 1997.
● The Public Interest Disclosure (Northern Ireland) Order 1998.
● The Family Homes and Domestic Violence (Northern Ireland) Order 1998.
● The Northern Ireland Act 1998, Section 75.
● The Criminal Evidence (Northern Ireland) Order 1999.
● The Health and Personal Social Services Act (Northern Ireland) 2001.
● The Health and Personal Social Services (Quality, Improvement and Regulation)
    (Northern Ireland) Order 2003.
● The Forced Marriage (Civil Protection) Act 2007.
● The Sexual Offences (Northern Ireland) Order 2008. 

 

What is abuse?

Abuse is a violation of an individual’s human and civil rights by any other person or persons.  In the case of vulnerable adults, it can take a number of forms 

  • Physical Abuse e.g. hitting pushing, shaking, inappropriate restraint, force-feeding, forcible administration of medication, neglect or abandonment 

  • Sexual Abuse e.g. involvement in any sexual activity against his/her will, exposure to pornography, voyeurism and exhibitionism

  • Emotional/psychological abuse e.g. intimidation or humiliation 

  • Financial abuse e.g. theft, or exerting improper pressure to sign over money from pensions savings etc. 

  • Neglect or acts of omission e.g. being left in soiled clothing, or malnutrition 

  • Discriminatory abuse. e.g. racial sexual or religious harassment

  • Personal exploitation – involves denying an individual his/her rights or forcing him/her to perform tasks that are against his/her will

  • Violation or rights e.g. preventing an individual speaking his/her thoughts or opinions 

  • Institutional abuse e.g. failure to provide choice of meals or failure to ensure privacy or dignity

 

Who may be the alleged Abuser?

Adults in need of care may be abused by a wide range of people including relatives and family members, professional staff, paid care workers, other vulnerable adults, volunteers, other service users, neighbours, friends, associates, people who deliberately exploit vulnerable people, strangers and opportunistic people.  Those working in and for CCC should be aware that by the nature of their work, they too may fit into the above list of potential abusers. 

Professional abuse is seen to be significant harm caused by professionals.  Examples of professional abuse:

  • To take advantage of the service users trust

  • To exploit their vulnerability

  • Fail to act in their best interests

  • Fail to keep professional boundaries

Professional codes of conduct, to which counsellors and spiritual directors are bound, are in place to protect all service users and staff from inappropriate contact and misuse of the professional relationship.

 

Rights of Adults in Need of Care

The vulnerable adult has the right to be made aware of this policy and to:

  • Have alleged incidents recognised and taken seriously 

  • Receive fair and respectful treatment throughout 

  • Be involved in any process as appropriate

  • Receive information about the outcome

  • The protection of the Law  

 

Appendix 2

Reporting procedures in the event of an allegation of Child Abuse

These procedures inform volunteers about what to do if they have to deal with a child protection concern or disclosure.

It is not Cave Hill Conservation Campaign’s responsibility to identify and investigate possible instances of abuse of children. The agencies that have a statutory responsibility to deal with our concerns are Health and Social Care Trusts, PSNI and NSPCC.   It is our responsibility to report any child protection concerns.  Under no circumstances should any volunteer attempt to deal with the problem of abuse alone.  An allegation of child abuse may lead to a criminal investigation therefore you should not do anything that may jeopardise a police investigation.

Children participating in Cave Hill Conservation Campaign activities are obliged to be in the care of an accompanying adult. It is unlikely that a volunteer of our organisation would find him/herself alone with an unsupervised child and every effort must be made to avoid such a situation.

Instances might occur, though rarely when children present with signs and symptoms which point to the possibility of abuse. A child may also disclose abuse to a volunteer. 

In all circumstances, incidences of alleged abuse must be reported to the Cave Hill Conservation Volunteer’s Designated Officer. It is the role of the Designated Officer to deal with issues of a child protection nature, offer advice to staff and volunteers and ensure procedures are being followed.  The Designated Officer will have completed child protection training. 

 

• Recording and reporting systems

All concerns, disclosures and allegations should be recorded on pro formas provided by CCC and passed to the Designated Officer without delay. The following are examples only:

A concern may relate to the possibility of a child suffering harm.

A disclosure may be if a child tells a volunteer that they have been or are being harmed or abused in some way.

An allegation may be a concern about the conduct of a member of staff or volunteer.

The Designated Officer considers whether there is a child protection issue and deals with it appropriately, which may involve contacting and/or reporting to statutory agencies. Gateway Teams have been established to facilitate the referral process to Social Services.

In any case where an allegation is made, or someone in CCC has concerns, a record should be made. Details must include, as far as practical:

• Name of child or young person

• Age

• Home Address (if known)

• Date of Birth (if known)

• Name/s and Address of person/s with parental responsibility

• Telephone numbers if available

Is the person making the report expressing their own concerns, or passing on those of somebody else? If so, record details;

• What has prompted the concerns?

• Include dates and times of any specific incidents

• Has the child or young person been spoken to?   If so, what was said?

• Has anybody been alleged to be the abuser?  If so, record details

• Who has this been passed on to, in order that appropriate action is taken? E.g. school, designated officer, social services etc

• Has anyone else been consulted?

.

Cave Hill Conservation Campaign

 

Money Handling Policy                                     Revised:  March 2020

 

Why we handle money:

The establishment of strong internal controls for cash collections is necessary to prevent mishandling and to safeguard against loss. In carrying out a range of activities, Cave Hill Conservation Campaign (CCC) generally handles small payments in and out. Payments are by cash, electronic funds transfer or cheque. There are a small number of members who have set up a standing order to our bank account. We have a range of members who currently pay an annual subscription. We occasionally organise activities and procure services that require payment. We produce an annual magazine which requires us to procure printing services and therefore we ask local businesses to pay us to place an advert or sponsor the magazine.

 

Payments in:

Members are required to pay an annual subscription. Payment is received by cheque (payable to Cave Hill Conservation Campaign), electronic funds transfer or by cash. Members often pay retrospectively by sending cheques or cash in the post or by delivering payment directly to a committee member.

Any membership subscriptions received are recorded by the Membership Officer who records the payee’s details. If the member has given an email address the membership officer sends an email to thank the payee.  Money is then hand delivered to the Treasurer, (along with a list of payee names) who lodges cash and cheques into the CCC bank account. The treasurer will provide a signed acknowledgement or receipt recording of monies received.

The receipt book must be available at all events where we meet the public.

At our walks when voluntary donations are made, the walk leader will count the money received in the presence of another director and will issue a receipt for this amount to the treasurer.

Members can set up a standing order to pay their annual subscription by instructing their own bank. They specify the start date and money is collected annually on the same date.

A number of local businesses pay us to advertise in our annual magazine. The magazine Editor collects all cash and cheques, records the amounts received and hands monies to the Treasurer who will acknowledge receipt and deposit them in the CCC bank account. 

Local writers may ask us to sell their books at our events. Any money collected is recorded and given directly to the writer after the event.

If any cheques are ‘returned not paid’ we will contact the person who signed it to request another form of payment, for example, cash.

Payments out

We make a range of payments for various services, for example, printing, hiring a professional speaker for an event or website maintenance. We use cheques to make payments. All cheques must be signed by two of three signatories, one of whom must be the Chairperson or the Treasurer. An invoice or receipt must be provided to CCC in order to claim the money.

No petty cash is available at meetings to pay for services. A cheque must be issued.

We will endeavour to achieve value for money when contracting services or procuring goods.  Three quotes (these can be verbal, telephone, electronic or written) will be obtained for all goods and services and the cheapest quote meeting quality requirements will normally be utilised.  If the cheapest quote is not recommended then the reasons will be recorded and the final decision will be made by the full Board.’

Bank Account:  

First Trust a/c no: 29194005. Sort code: 93-83-19

        Signatories: Cormac Hamill, Ann Marrion, Bernard McClure and Albert Dolan

CCC has a bank account in order to allow us to make and receive payments. The bank account is accessed by the chairperson and treasurer only. Bank statements are sent to us by post monthly. The Treasurer will declare the current bank balance at monthly committee meetings along with an account of monies deposited and paid out since the previous board meeting.

Fraud and irregularities:

If cash is mislaid or a misunderstanding arises between the committee and a member/service provider regarding the handling of payments, the membership officer or treasurer must notify the chairperson as soon as possible. To rectify any problems it may be necessary to contact a member or service provider to get more information or stop a cheque for example.

Statement of intent:

CCC is committed to an anti-fraud culture and to the reporting of all actual and/or attempted frauds.

In the event that the Board suspect that dishonesty has occurred or that the law has been broken, the following procedure will be followed:

  • The chairperson or another nominated officer will take steps to prevent any further losses. He/she will:

    • secure evidence preventing the removal or destruction of evidence and/or records

    • make discreet enquiries e.g. suppliers

    • notify the relevant funding body – seek guidance on action to be taken

    • contact the police

N.B. Investigation of fraud is a specialist function and should only be undertaken by trained individuals.

Cave Hill Conservation Campaign 

                 

Volunteer Policy                                                   Revised November 2020

 

Cave Hill Conservation Campaign (hereinafter referred to as CCC) recognises that all our activities are dependent on volunteers. We encourage all volunteers to develop and build on existing skills and knowledge, through shared good practice and training.

Our volunteers are drawn from all sections of the Northern Ireland community; all applicants will be treated equally in any selection process.

CCC has a duty of care to all volunteers and it will take all reasonable steps to protect their health and safety while participating in any of our tasks or activities

Any personal data held by CCC will be stored and maintained with appropriate safeguards for confidentiality, complying with the Data Protection Act (2018).

Volunteers can expect that they will be:

 *  Recognised and appreciated

*   Provided with all the information, equipment, resources and guidance required to carry out any assigned task. These tasks will involve only simple tools, not power tools.

 *  Covered by the CCC insurance policy

 * Contributing to a non-discriminatory organisation

 * Free to stop volunteering at any time

 * Informed of relevant training opportunities, whether provided by CCC or by other external organisations

 

Code of Conduct for volunteers 

* Follow statutory guidelines of adult to child ratios. Avoid being left alone with a group

* Always work in an open environment. Avoid private or unobserved situations and encourage an open environment for activities

* Treat all children and vulnerable adults equally, with respect and dignity

* Challenge any inappropriate language

*Avoid any reference or action which might be construed as having a sexual element or suggestion

* Do not smoke or drink alcohol on any of CCC activities

* Give enthusiastic and constructive feedback rather than negative criticism

* Ensure that if any form of manual or physical support is required for a child or vulnerable adult, it is provided openly with the child or vulnerable adult informed of what is being done and their consent obtained

Involve parents, guardians and carers whenever any children or vulnerable adults are present

* Build balanced relationships based on mutual trust that empower children and vulnerable adults to share in the decision-making process

Cave Hill Conservation Campaign

Activities policies and risk assessments                     Reviewed March 2020

 

Our activities consist of leading guided walks, leading litter lifts with business volunteers and a monthly volunteer task (as detailed below) carried out by our members.

(1)    Tree-planting

There is a possibility that careless use of a spade could result in a cut or injury to the back. There are experienced people in the organisation and those less experienced will be briefed before each tree-planting session.

Tree-planting will take place in close proximity to the recognised path network and any deviations from the path will be through clear ground and not heavy undergrowth.

This work will be done in the winter months; participants will be advised in advance as to wearing suitable clothing and footwear.

Any non-member volunteers will at all times be under the direct supervision of members.

Children under 16 must be accompanied by responsible adults.

 (2)    Invasive species

There are a lot of sycamore trees on Cave Hill along with laurel. These require cutting back. We will liaise with the Belfast City Council before undertaking any such work. We will only use small saws, loppers and secateurs; we will not use chain saws or axes and we will avoid tackling any material requiring professional expertise. We will not climb any trees; elimination will be done from ground level. There is the possibility of inflicting cuts with this equipment; participants will be shown best practice before each such session.

Japanese knotweed also exists in the Park; its elimination requires the application of Glyphosate. We will only undertake this work after liaising with Belfast City Council and we will take the latest advice from them as to the application of the Glyphosate. We have already some members experienced in its application.

This work will be done in the winter months; participants will be advised in advance as to wearing suitable clothing and footwear.

Any non-member volunteers will at all times be under the direct supervision of members.

Children under 16 must be accompanied by responsible adults.

(3)    Nest boxes

Nest boxes need to be attached to trees at a height of about 8 to 10 feet. This will involve climbing a ladder. The ladder will be secured at the bottom by another volunteer at all times while being used. The use of a hammer and nails could cause injury; we have experience of this procedure and participants will be instructed in best practice before being involved. No children under sixteen will be allowed to climb the ladder.  This work will be done in the winter months; participants will be advised in advance as to wearing suitable clothing and footwear.

Any non-member volunteers will at all times be under the direct supervision of members.

Children under 16 must be accompanied by responsible adults.

(4)    Litter lifting

On a number of occasions every year, we facilitate commercial enterprises in Belfast in sending employees to carry out litter lifts. The approach is made through Volunteer Now and mediated through the Outreach Officer of BCC. The BCC supplies pickers, bags and gloves and a skip for disposals. The employees are divided into groups, each accompanied by a CCC volunteer. They are led on recognised paths and only lift litter within reach of pickers on the path. Participants will be instructed to avoid creating heavy loads to avoid possible back injury. In the event of a participant coming across a heavy object, they are to note its position and the Park Manager will be informed as soon as possible.

Any non-member volunteers will at all times be under the direct supervision of members.

Children under 16 must be accompanied by responsible adults.

 (5)     Guided walks

We will be advertising this series of guided walks on Cave Hill and we anticipate that the bulk of walkers will be non-members. Guides on all our walks will wear hi-viz CCC tabards.

 

The area of Cave Hill lies mainly within the Belfast City Council area and consists of a mixture of parkland, forest and moorland. It is well provided with paths which are maintained by Belfast City Council. Our proposed walks will be confined to these paths.

 

There are no safety barriers. The only place where there is a risk of falling is from McArt’s Fort and there, walkers will be shepherded well back from the edge. There is always a small chance of someone turning an ankle on a discontinuity on a path. Guides will be instructed, in that instance, to make the casualty comfortable and to summon help if the casualty cannot proceed or turn back. The path network and the proximity of Belfast Castle will ensure prompt assistance.

 

The purpose of the walks is to tell people about the history, archaeology, geology and biodiversity of Cave Hill. Each walk will last about two to three hours and will be a stroll interspersed by stops for instruction and discussion. The pace will be dictated by the ability of the least fit in the party. All trustees guides will be trained in and carry walkie-talkies.

 

The walks will be held once a month on a Saturday morning, starting at 1000, in the months of April to October. There will also be an early morning solstice walk, an evening bat walk and a late evening walk across the top of the hill, all of which may be on days other than Saturdays. Special arrangements will be made for the solstice and moonlight walks; there will be a qualified first-aider on hand. Participants will be instructed to take great care in putting down their feet and in the importance of staying together. There will be at least three guides on these evening and early-morning walks, all with walkie-talkies.

 

It is difficult to anticipate numbers but each standard Saturday walk will be guided and accompanied by two trustees of Cave Hill Conservation Campaign and an upper limit of 30 people will be set. Publicity material will emphasise that the walk will not be suitable for very young people. Each walk will be graded in the literature as E (easy), M(moderate) and D(demanding). Children under 16 must be accompanied by responsible adults. Participants will be told to wear suitable footwear and to carry waterproofs and warm clothes.

 

Guides will get a weather forecast on the morning and will cancel the walk if the weather is too inclement.

 

The guides will themselves do a preliminary walk in the Spring before the start of the programme to acquaint themselves with the exact route, the places to stop and talk and to make themselves familiar with anywhere where there might conceivably be a hazard.

Cave Hill Conservation Campaign NI070176

Cert. of Incorporation no: NI070176.

Charity ref:  NIC104466.  AWHC ref: 00270627

A Company limited by guarantee

Memorandum and Articles of Association

Reviewed:  March 2020

 

Each subscriber to this Memorandum of Association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company.

Name of each subscriber                                                   Authentication by each subscribe

Cormac E Hamill                

Edward McCamley                

Peter McCloskey                

            

Dated:    11 November 2015

Articles of Association of Cave Hill Conservation Campaign

Company limited by guarantee

1    The company’s name is:

Cave Hill Conservation Campaign

(and in this document it is called the “charity”)

Interpretation

2    In the articles:

“address” means a postal address or, for the purposes of electronic communication, a fax number, an email or postal address or a telephone number for receiving text messages in each case registered with the charity;

“the articles” means the charity’s articles of association and “article” refers to a particular article;

“the charity” means the company intended to be regulated by the articles;

“clear days” in relation to the period of a notice means a period excluding:

  • the day when the notice is given or deemed to be given and

  • the day for which it is given or on which it is to take effect;

“the Commission” means the Charity Commission for Northern Ireland;

“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006) insofar as they apply to the Charity;

“the Charities Act” means the Charities Act (Northern Ireland) 2008 and any statutory modification or enactment for the time being in force thereof;

“the directors” means the directors of the charity. The directors are charity trustees as defined by section 180 of the Charities Act (Northern Ireland) 2008;

“document” includes, unless otherwise specified, any document sent or supplied in electronic form;

“electronic form” has the meaning given in section 1168 of the Companies Act 2006;

“member” has the meaning given in section 112 of the Companies Act 2006;

“officers” includes the directors and the secretary (if any);

“the seal” means the common seal of the charity if it has one;

“secretary” means any person appointed to perform the duties of the secretary of the charity;

“special resolution” has the meaning given in section 283 of the Companies Act 2006;

“subsidiary” has the meaning given in section 1159 of the Companies Act 2006;

“the United Kingdom” means Great Britain and Northern Ireland.

Words importing one gender must include all genders, and the singular includes the plural and vice-versa.

Unless the context otherwise requires, words or expressions contained in the articles have the same meaning as in the Companies Acts but excluding any statutory modification not in force when this constitution becomes binding on the charity.

Apart from the exception mentioned in the previous paragraph a reference to an Act of the Legislative Assembly or Act of Parliament includes any statutory modification or re-enactment of it for the time being in force.

 

Liability of members

3    The liability of the members is limited to a sum not exceeding £10, being the amount that each member undertakes to contribute to the assets of the charity in the event of its being wound up while he, she or it is a member or within one year after he, she or it ceases to be a member, for:

  1. payment of the charity’s debts and liabilities incurred before he, she or it ceases to be a member;

  2. payment of the costs, charges and expenses of winding up; and

  3. adjustment of the rights of the contributories among themselves.

 

Objects

4    The charity’s objects (“Objects”) are specifically restricted to the following:

The charity is established to promote the conservation, protection and improvement of the physical and natural environment of the Cave Hill area of Belfast by the advancement of conservation and education to the benefit of the people of Northern Ireland primarily but also people from any part of the world (“the area of benefit”)

[Nothing in the articles authorises 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 2005 and/or section 2 of the Charities Act 2011 and/or section 2 of the Charities Act (Northern Ireland) 2008]

Powers

5    The charity has power to do anything which is calculated to further its Objects or is conducive or incidental to doing so. In particular, the charity has power:

  1. to raise funds. In doing so, the charity must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;

  2. to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

  3. to sell, lease or otherwise dispose of all or any part of the property belonging to the charity. In exercising this power, the charity must comply as appropriate with any provisions of the Charities Act for the time being in force;

  4. to borrow money and to charge the whole or any part of the property belonging to the charity as security for repayment of the money borrowed or as security for a grant or the discharge of an obligation. The charity must comply as appropriate with any provisions of the Charities Act of the time being in force, if it wishes to mortgage land;

  5. to promote and organise co-operation in the achievement of the above objects with other charities, voluntary bodies and statutory authorities and to that end to exchange information and advice with them and work in association with other charities, local authorities and voluntary organisations engaged in the furtherance of the above objects in the area of benefit;

  6. to establish or support any charitable trusts, associations, organisations or institutions formed for any of the charitable purposes included in the Objects;

  7. to acquire, merge with or to enter into any partnership or joint venture arrangement with any other charity at law which has objects altogether or mainly similar to those of the charity and prohibits the payment of any dividend or profit to and the distribution of any of their assets amongst their members at least to the same extent as such payments or distributions are prohibited in the case of members of the charity by these Articles;

  8. to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;

  9. to employ and remunerate such staff as are necessary for carrying out the work of the charity. The charity may employ or remunerate a director only to the extent it is permitted to do so by article 7 and provided it complies with the conditions in that article

  10. to:

    1. deposit or invest funds;

    2. employ a professional fund-manager; and

    3. arrange for the investments or other property of the charity to be held in the name of a nominee

in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act (Northern Ireland) 1958 and the Trustee Act (Northern Ireland) 2001.

11. To provide indemnity insurance for the directors in accordance with, and subject to the conditions in, section 93 of the Charities Act (Northern Ireland) 2008;

12. To pay out of the funds of the charity the costs of forming and registering the charity both as a company and as a charity.

13.  To establish or acquire subsidiary companies.

14.  To enter into contracts to provide services to or on behalf of other bodies.

15.  To vet, recruit and train volunteers with relevant skills to carry out objects of the charity.

16.  to arrange and provide for, either alone or with others, the holding of exhibitions, meetings,  lectures, classes, seminar or training courses.

17.  to collect and disseminate information on all matters relating to its objects, and to exchange such information with other bodies having similar objects whether in the United Kingdom or elsewhere.

18.  to research, write, print or publish, in whatever form, such papers, books, periodicals, pamphlets or other documents, including films recorded material, as shall further its objects, and to issue or circulate the same whether for payment or otherwise.

 

 

6.  Application of income and property

  1. The income and property of the charity must be applied solely towards the promotion of the Objects.

    1. A director is entitled to be reimbursed from the property of the charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity.

    2. A director may benefit from trustee indemnity insurance cover purchased at the     charity’s expense in accordance with, and subject to the conditions in, section 93 of the Charities Act (Northern Ireland) 2008;

    3. A director may receive an indemnity from the charity in the circumstances specified in article 58

    4. A director may not receive any other benefit or payment unless it is authorised by article 7.

  2. Subject to article 7, none of the income or property of the charity may be paid or transferred directly or indirectly, by way of dividend bonus or otherwise, by way of profit to any member of the charity. This does not prevent a member receiving:

    1. A benefit from the charity in the capacity of a beneficiary of the charity;

    2. reasonable and proper remuneration for any goods or services supplied to the charity.

 

Benefits and payments to charity directors and connected persons

 

7(1) General provisions

No director or connected person may:

  1. buy any goods or services from the charity on terms preferential to those applicable to members of the public;

  2. sell goods, services, or any interest in land to the charity;

  3. be employed by, or receive any remuneration from the charity

  4. receive any other financial benefit from the charity;

unless the payment is permitted  under sub-clause (2) of this article, or authorised by the court or the Charity Commission.

 

In this article a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

 

Circumstances in which charity directors or connected persons may benefit

2

  1. A director 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 directors do not benefit in this way.

  2. A director or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the charity where that is permitted in accordance with, and subject to the conditions in, sections 88, 89 & 90 of the Charities Act (Northern Ireland) 2008

  3. Subject to sub-clause (3) of this article a director or connected person may provide the charity with goods that are not supplied in connection with services to the charity by the director or connected person.

  4. A director or connected person may receive interest on money lent to the charity at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate)

  5. A director or connected person may receive rent for premises let by the director or connected person to the charity. The amount of the rent and the other terms of the lease must be reasonable and proper. The director concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

  6. A director or connected person may take part in the normal trading and fundraising activities of the charity on the same terms as members of the public.

 

Payment for supply of goods only-controls

 

3    The charity and its directors may only rely upon the authority provided by sub-clause 

(2) (c) of this article if each of the following conditions is satisfied:

 

  1. The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the charity or its directors (as the case may be) and the director or connected person supplying the goods (“the supplier”) under which the supplier is to supply goods in question to or on behalf of the charity.

  2. The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

  3. The other directors are satisfied that it is in the best interests of the charity to contract with the supplier rather than with someone who is not a director or connected person. In reaching that decision the directors must balance the advantage of contracting with a director or connected person against the disadvantages of doing so.

  4. The supplier is absent from the part of any meeting at which there is a discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the charity.

  5. The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of directors is present at the meeting.

  6. The reason for their decision is recorded by the directors in the minute book.

  7. A majority of the directors then in office are not in receipt of remuneration or payments authorised by article 7.

 

4    In sub-clauses (1), (2) and (3) of this article:

 

  1. “charity” includes any company in which the charity:

    1. holds more than 50% of the shares; or

    2. controls more than 50% of the voting rights attached to the shares; or

    3. has the right to appoint one or more directors to the board of the company.

 

    1. “connected person” includes any person within the definition in article 63 “Interpretation”

Declaration of directors’ interests

8    A director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not previously been declared. A director must absent himself or herself from any discussions of the charity directors in which it is possible that a conflict 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). Such a director must not be counted in any vote or quorum on the matter.

 

 

Conflicts of interests and conflicts of loyalties

  1. If a conflict of interests arises for a director because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in the articles, the unconflicted directors may authorise such a conflict of interests where the following conditions apply:

    1. The conflicted director is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;

    2. The conflicted director does not vote on any matter and is not to be counted when considering whether a quorum of directors is present at the meeting; and

    3. The unconflicted directors consider it is in the interests of the charity to authorise the conflict of interests in the circumstances prevailing.

  2. In this article a conflict of interests arising because of a duty of loyalty owed to another organisation or person only refers to such a conflict which does not involve a direct or indirect benefit of any nature to a director or to a connected person.

 

Members

10   

  1. The subscribers to the memorandum are the first members of the charity.

  2. Membership is open to other individuals or organisations who:

    1. Apply to the charity in the form required by the directors; and

    2. are approved by the directors.

    1. The directors may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the charity to refuse the application.

    2. The directors must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

    3. The directors must consider any written representations the applicant may make about the decision. The directors’ decision following any written representations must be notified to the applicant in writing and is final.

  3. Membership is not transferable.

  4. The directors must keep a register of names and addresses of the members.

 

Classes of membership

11 

  1. The directors may establish classes of membership with different rights and obligations and must record the rights and obligations in the register of members.

  2. The directors may not directly or indirectly alter the rights or obligations attached to a class of membership other than in accordance with article 11(3)

  3. The rights attached to a class of membership may only be varied if:

    1. Three-quarters of the members of that class consent in writing to the variation; or 

    2. A special resolution is passed at a separate general meeting of the members of     that class agreeing to the variation.

  4. The provision in the articles about general meetings must apply to any meeting relating to the variation of the rights of any class of members.

 

Termination of membership

12    Membership is terminated if:

  1. the  member dies or, if it is an organisation, ceases to exist;

  2. the member resigns by written notice to the charity unless, after the resignation, there would be fewer than two members;

  3. any sum due from the member to the charity is not paid in full within six months of it falling due;

  4. the member is removed from membership by a resolution of the directors that it is in the best interests of the charity that his or her or its membership is terminated. A resolution to remove a member from membership may only be passed if:

    1. the member has been given at least twenty-one days’ notice in writing of the   meeting of the directors at which the resolution will be proposed and the reasons why it is to be proposed;

    2. the member or, at the option of the member’s representative (who need not be a member of the charity) has been allowed to make representations to the meeting.

General meetings

13

  1. the charity must hold its first annual general meeting within eighteen months after the date of its incorporation.

  2. an annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.

14    The directors may call a general meeting at any time.

 

Notice of general meetings

15

  1. the minimum periods of notice required to hold a general meeting of the charity  are:

    1. twenty-one clear days for an annual general meeting called for the passing of a special resolution;

    2. fourteen clear days for all other general meetings.

  2. A general meeting may be called by shorter notice if it is so agreed by a majority in numbers of members having a right to attend and vote at the meeting, being a majority who together hold not less than 90% of the total voting rights.

  3. The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. The notice must also contain a statement setting out the right of members to appoint a proxy under section 324 of the Companies Act 2006 and article 22.

  4. The notice must be given to all members and to the directors and auditors.

16    The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the charity.

 

Proceedings at general meetings

17

  1. No business shall be transacted at any general meeting unless a quorum is present.

  2. A quorum is:

    1. fifteen members present in person or by proxy and entitled to vote upon the business to be conducted at the meeting; or

    2. one tenth of the total membership at the time whichever is the greater.

  3. The authorised representative of a member organisation must be counted in the quorum.

18

 If:

  1. A quorum is not present within half an hour from the time appointed for the meeting; or

  2. during a meeting a quorum ceases to be present;

the meeting must be adjourned to such time as subject to article 18(2) and place as the directors determine.

  1. The directors must reconvene the meeting and must give at least seven clear days’ notice of the reconvened meeting stating the date, time and place of the meeting.

  2. If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present in person or by proxy at that time constitute a quorum for that meeting.

 

Chairperson

19

  1. General meetings must be chaired by the person who has been appointed to chair meetings of the directors

  2. If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a director nominated by the directors must chair the meeting.

  3. If there is only one director present and willing to act, he or she must chair the meeting.

  4. If no director is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present in person or by proxy and entitled to vote must choose one of their number to chair the meeting.

 

Adjournment

20

  1. The members present in person or by proxy at a meeting may resolve by ordinary resolution that the meeting must be adjourned.

  2. The person who is chairing the meeting must decide the date as subject to article 20(4), time and place at which the meeting is to be reconvened unless those details are specified in the resolution.

  3. No business shall be conducted at the meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.

  4. If the meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice must be given of the reconvened meeting stating the date, time and place of the meeting.

 

Resolutions

21

  1. Decisions at general meetings must be made by passing resolutions:

    1. Decisions involving an alteration of the articles and other decisions so required by statute must be made by special resolution. A special resolution is one passed by a majority of not less than 75% present (in person, or through an authorized proxy) and voting at a general meeting.

    2. All other decisions shall be made by ordinary resolution requiring a simple majority of members present (in person, or through an authorized representative or by proxy) and voting.

  2. Any vote at a meeting must be decided by a show of hands unless before, or on the declaration of the result of, the show of hands a poll is demanded:

    1. By the person chairing the meeting; or

    2. by at least two members present in person or by proxy and having the right to vote at the meeting; or

    3. By a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.

    1. The declaration by the person who is chairing the meeting of the result of a vote must be conclusive unless a poll is demanded.

    2. The result of the vote must be recorded in the minutes of the charity but the number or proportion of votes cast need not be recorded.

    1. A demand for a poll may be withdrawn before the poll is taken, but only with the consent of the person who is chairing the meeting

    2. If the demand for a poll is withdrawn the demand does not invalidate the result of a show of hands declared before the demand was made.

    1. A poll must be taken as the person who is chairing the meeting directs, who may appoint scrutineers (who need not be members) and who may fix a time and place for declaring the results of the poll

    2. The result of the poll is deemed to be the resolution of the meeting at which the poll is demanded.

    1. A poll demanded on the election of a person to chair a meeting or on a question of adjournment must be taken immediately.

    2. A poll demanded on any other question must be taken either immediately or at such time and place as the person who is chairing the meeting directs.

    3. The poll must be taken within thirty days after it has been demanded.

    4. If a poll is not taken immediately at least seven clear days’ notice must be given specifying the time and place at which the poll is to be taken.

    5. If a poll is demanded the meeting may continue to deal with any other business that may be conducted at the meeting.

Content of proxy notices

22

  1. proxies may only validly be appointed by a notice in writing (a”proxy notice”) which – 

    1. states the name and address of the member appointing the proxy;

    2. identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;

    3. is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and

    4. is delivered to the charity in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

  2. The charity may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

  3. Proxy notices may specify how the proxy appointed under them is to vote (or that proxy is to abstain from voting) on one or more resolutions.

  4. Unless a proxy notice indicates otherwise, it must be treated as –

    1. Allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and

    2. Appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

 

Delivery of proxy notices

23

  1. A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the charity by or on behalf of that person.

  2. An appointment under a proxy notice may be revoked by delivering to the charity a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

  3. A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

  4. If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.

 

Written resolutions

24

  1. a resolution in writing agreed by a simple majority (or in the case of a special resolution by a majority of not less than 75%) of the members who would have been proposed at a general meeting is effective provided that:

    1. a copy of the proposed resolution has been sent to every eligible member;

    2. a simple majority (or in the case of a special resolution a majority of not less than 75%) of members has signified its agreement to the resolution; and

    3. it is contained in an authenticated document which has been received at the registered office within the period of 28 days beginning with the circulation date.

  2. A resolution in writing may comprise several copies to which one or more members have signified their agreement.

  3. In the case of a member that is an organisation its authorised representative may signify its agreement.

 

Votes of members

25    Subject to article 11, every member, whether an individual or an organisation has one vote.

26    Any objection to the qualification of any voter must be raised at thye meeting at which the vote is tendered and the decision of the person who is chairing the meeting is final.

27    

  1. Any organisation that is a member of the charity may nominate any person to act as its representative at any meeting of the charity.

  2. The organisation must give written notice to the charity of the name of its representative. The representative is not entitled to represent the organisation at any meeting unless the notice has been received by the charity. The representative may continue to represent the organisation until written notice to the contrary is received by the charity.

  3. Any notice given to the charity will be conclusive evidence that the representative is entitled to represent the organisation or that his or her authority has been revoked. The charity is not required to consider whether the representative has been properly appointed by the organisation.

 

Directors

28

  1. A director must be a natural person aged 16 years or older

  2. No one may be appointed a director if he or she would be disqualified from acting under the provisions of article 40.

29    The minimum number of directors must be five and the maximum number of directors is eighteen

30    the first directors must be those persons notified to Companies House as the first directors of the charity.

31    A director may not appoint an alternate director or anyone to act on his or her behalf at meetings of the directors.

 

Powers of directors

32

  1. the directors must manage the business of the charity and may exercise all the powers of the charity unless they are subject to any restrictions imposed by the Companies Acts, the articles or any special resolution.

  2. No alteration of the articles or any special resolution shall have retrospective effect to invalidate any prior act of the directors.

  3. Any meeting of directors at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the directors.

Retirement of directors

33    At the first annual general meeting all the directors must retire from office unless by the close of the meeting the members have failed to elect sufficient directors to hold a quorate meeting of the directors. At each subsequent annual general meeting one-third of the directors or, if their number is not three or a multiple of three, the number nearest to one-third, must retire from office. If there is only one director he or she must retire.

34

  1. the directors to retire by rotation must be those who have been longest in office since their last appointment. If any directors became or were appointed directors on the same day those to retire must (unless they otherwise agree among themselves) be determined by lot.

  2. If a director is required to retire at an annual general meeting by a provision of the articles the retirement must take effect upon the conclusion of the meeting.

 

Appointment of directors

35    The charity may by ordinary resolution

  1. appoint a person who is willing to act to be a director; and

  2. determine the rotation in which any additional directors are to retire.

36    No person other than a director retiring by rotation may be appointed a director at any general meeting unless:

  1. he or she is recommended for re-election by the directors; or

  2. not less than fourteen nor more than thirty-five clear days before the date of that meeting, the charity is given a notice that:

  3. is signed by a member entitled to vote at the meeting

  4. states the member’s intention to propose the appointment of a person as a director

  5. contains the details that, if the person were to be appointed, the charity would have to file at Companies House; and

  6. is signed by the person who is to be proposed to show his or her willingness to be appointed.

37    All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days’ notice of any resolution to be put to the meeting to appoint a director other than a director who is to retire by rotation.

38

  1. the directors may appoint a person who is willing to act to be a director.

  2. A director appointed by a resolution of the other directors must retire at the next annual general meeting and must not be taken into account in determining the directors who are to retire by rotation.

39    The appointment of a director, whether by the charity in general meeting or by the other directors, must not cause the number of directors to exceed any number fixed as the maximum number of directors.

 

Disqualification and removal of directors

40    A director must cease to hold office if he or she:

  1. ceases to be a director by virtue of any provision in the Companies Acts or is prohibited by law from being a director;

  2. is disqualified from acting as a trustee by virtue of sections 86 of the Charities Act (Northern Ireland) 2008 (or any statutory re-enactment or modification of those provisions);

  3. ceases to be a member of the charity;

  4. in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months;

  5. resigns as a director by notice to the charity but only if at least two directors will remain in office when the notice of resignation is to take effect);

  6. is absent without the permission of the directors from all their meetings held within a period of six consecutive months and the directors resolve that his or her office be vacated.

 

Remuneration of directors

41    The directors must not be paid any remuneration unless it is authorised by article 7.

 

Proceedings of directors

42

  1. The directors may regulate their proceedings as they think fit, subject to the provisions of the articles.

  2. Any director may call a meeting of the directors

  3. The secretary (if any) must call a meeting of the directors if requested to do so by a director.

  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 is chairing the meeting has a second or casting vote.

  6. A meeting may be held by suitable electronic means agreed by the directors in which each participant may communicate with all the other participants.

 

Quorum for directors’ meeting

43

  1. No decision may be made by a meeting of the directors unless a quorum is present at the time the decision is purported to be made. [“Present” includes being present by suitable electronic means agreed by the directors in which a participant or participants may communicate with all the other participants.]

  2. The quorum must be two or the number nearest to one-third the total number of directors, whichever is the greater, or such larger number as may be decided from time to time by the directors.

  3. A director must not be counted in the quorum present when any decision is made about a matter upon which that director is not entitled to vote.

44    If the number of directors is less than the number fixed by the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.

 

Chairperson

45

  1. The directors must appoint a director to chair their meetings and may at any time revoke such an appointment.

  2. If no-one has been appointed to chair meetings of the directors or if the person appointed is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the directors present may appoint one of their number to chair the meeting.

  3. The person appointed must have no functions or powers except those conferred by the articles or delegated to him or her by the directors.

 

Directors’ written resolutions

46

  1. A resolution in writing or in electronic form agreed by all of the directors entitled to receive notice of a meeting of the directors and to vote upon the resolution is as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.

  2. The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more directors has signified their agreement.

 

Delegation

47

  1. the directors may delegate any of their powers or functions to a committee of two or more directors but the terms of any delegation must be recorded in the minute book.

  2. The directors may impose conditions when delegating, including the conditions that:

    1. The relevant powers are to be exercised exclusively by the committee to whom they delegate;

    2. No expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the directors.

  3. The directors may revoke or alter a delegation.

  4. All acts and proceedings of any committee must be fully and promptly reported to the directors.

 

Validity of directors’ decisions

48

  1. Subject to article 47(2), all acts done by a meeting of directors, or of a committee of directors, are valid notwithstanding the participation in any vote of a director:

    1. who was disqualified from holding office;

    2. who had previously retired or who had been obliged by the articles of association to vacate office;

    3. who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;

if without:

    1. the vote of that director; and

    2. that director being counted in the quorum;

 

the decision has been made by a majority of the directors at a quorate meeting.

 

  1. Article 47(1) does not permit a director or a connected person to keep any benefit that may be conferred upon him or her by a resolution of the directors or of a committee of directors if, but for article 47(1), the resolution would have been void, or if the director has not complied with article 8.

 

Seal

49    If the charity has a seal it must only be used by the authority of the directors or of a committee of directors authorised by the directors. The directors may determine who must sign any instrument to which the seal is affixed and unless otherwise so determined it must be signed by a director and by the secretary (if any) or by a second director.

 

Minutes

50    The directors must keep minutes of all:

  1. appointments of officers made by the directors;

  2. proceedings at meetings of the charity

  3. meetings of the directors and committees of directors including:

    1. the names of the directors present at the meeting;

    2. the decisions made at the meetings; and

    3. where appropriate the reasons for the decisions.

Accounts

51

the directors must prepare for each financial year accounts as required by the Companies Acts. The accounts must be prepared to show a true and fair view and follow accounting standards issued or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.

  1. The directors must keep accounting records as required by the Companies Act and charity legislation.

Annual Report and Return and Register of Charities

52

  1. The directors must comply with the requirements of the Charities Act (Northern Ireland) 2008 once commenced with regard to the:

    1. preparation of the statements of account and the transmission of a copy of it to the Commission;

    2. preparation of an Annual Report and the transmission of a copy of it to the Commission.

    3. preparation of an Annual Return and its transmission to the Commission.

    4. the auditing or independent examination of the statement of account of the charity.

  2. The directors must notify the Commission promptly of any changes to the charity’s entry on the register of charities.

 

Means of communication to be used

53

  1. Subject to the articles, anything sent or supplied by or to the charity under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the charity.

  2. Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

54    

 

Any notice to be given to or by any person pursuant to the articles:

  1. must be in writing; or

  2. must be given in electronic form

55

  1. the charity may give notice to a member either:

    1. personally; or

    2. by sending it by post in a prepaid envelope addressed to the member at his or her address; or

    3. by leaving it at an address of the member; or

    4. by giving it in electronic form to the member’s address.

    5. by placing the notice on a website and providing the person with a notification in writing or in electronic form of the presence of the notice on the website. The notification must state that it concerns a notice of a company meeting and must specify the place date and time of the meeting.

  2. 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 is not entitled to receive any notice from the charity.

56    A member present in person at any meeting of the charity is deemed to have received notice of the meeting and of the purposes for which it was called.

57

  1. proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given

  2. proof that an electronic form of notice was given is conclusive where the company can demonstrate that it was properly addressed and sent, in accordance with section 1147 of the Companies Act 2006

  3. in accordance with section 1147 of the Companies Act 2006 notice is deemed to be given:

    1. 48 hours after the envelope containing it was posted; or

    2. in the case of an electronic form of communication, 48 hours after it was sent.

    Indemnity

58

  1. the charity may indemnify a relevant director against any liability incurred in that capacity, to the extent permitted by sections 232 to 234 of the Companies Act 2006.

  2. In this article a “relevant director” means any director or former director of the charity.

59          The charity may indemnify an auditor against any liability incurred by him or her or it.

  1. in defending proceedings (whether civil or criminal) in which judgement is given in his or her or its favour or he or she or it is acquitted; or

  2. in connection with an application under section 1157 of the Companies Act 2006 (power of Court to grant relief in case of honest and reasonable conduct) in which relief is granted to him or her or it by the Court.

 

Rules

60

  1. The directors may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the charity.

  2. The byelaws may regulate the following matters but are not restricted to them:

    1. 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;

    2. The conduct of members of the charity in relation to one another, and to the charity’s employees and volunteers;

    3. 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;

    4. The procedure at general meetings and meetings of the directors insofar as such procedure is not regulated by the Companies Acts or by the articles;

    5. Generally, all such matters as are commonly the subject matter of the company rules.

  3. The charity in general meeting has the power to alter, add to or repeal the rules or byelaws

  4. The directors 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 must be binding on all members of the charity. No rule or byelaw shall be inconsistent with, or shall affect or repeal anything contained in, the articles.

 

Disputes

61    If a dispute arises between members of the charity about the validity or propriety of anything done by the members of the charity under these articles, 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.

Dissolution

62    

  1. The members of the charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision has been made for them, must on or before the dissolution of the charity be applied or transferred in any of the following ways:

    1. Directly for the Objects; or

    2. By transfer to any charity or charities for purposes similar to the Objects; or

    3. To any charity or charities for use for particular purposes that fall within the Objects

  2. Subject to any such resolution of the members of the charity, the directors of the charity may at any time before and in expectation of its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision made for them, must on or before dissolution of the charity be applied or transferred:

    1. Directly for the Objects; or

    2. By transfer to any charity or charities for purposes similar to the Objects; or

    3. To any charity or charities for use for particular purposes that fall within the Objects

  3. In no circumstances must 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) and if no resolution in accordance with article 62(1) is passed by the members or the directors the net assets of the charity must be applied for charitable purposes as directed by the Court of Commission.

 

Interpretation

63    In article 7, sub-clause (2) of article 9 and sub-clause (2) of article 47 “connected person” means:

  1. a child, parent, grandchild, grandparent, brother or sister of the director;

  2. the spouse or civil partner of the director or of any person falling within sub-clause (1) above;

  3. a person carrying on business in partnership with the director or with any person falling within sub-clause (1) or (2) above;

  4. an institution which is controlled – 

    1. by the director or any connected person falling within sub-clause (1), (2), or (3) above; or

    2. by two or more persons falling within sub-clause 4(a), when taken together

  5. a body corporate in which – 

    1. the director or any connected person falling within sub-clauses (1) to (3) has a substantial interest; or

    2. two or more persons falling within sub-clause (5) (a) who, when taken together, have a substantial interest.

    3. Schedule 5 of the Charities Act (Northern Ireland) 2008 applies for the purposes of interpreting the terms used in this article.

 

These Articles and Memorandum of Association have been adapted from a model  proposed by the Northern Ireland Charity Commission © Crown copyright 2014

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Registered with the Charity Commission for Northern Ireland NIC104466.  Cave Hill Conservation Campaign is a company limited by guarantee NI070176

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