Neighbourhood & Home Watch Network
Registered Charity No: 1142747
Constitution adopted on the 14th July 2015
1. Adoption of this Constitution
1.1. This Charity and its property will be administered and managed in accordance with the provisions set out in this Constitution.
2. The Name
2.1. The Charity’s name is Neighbourhood & Home Watch Network (hereinafter referred to as “NHWN”).
3. The Objects
3.1. The Objects of NHWN are to promote, for the benefit of the public, good citizenship, increased public participation in the prevention and detection of crime, reduced fear of crime, improved police and community liaison, and increased public and community safety and resilience, in partnership with recognised local authorities and other relevant organisations.
3.2. The Charity shall be a not for profit organisation, non-party in politics, non-sectarian in religion, operate an equal opportunities and non-discriminatory policy and will embrace diversity.
4.1. As at the date of the adoption of this Constitution the voting membership of NHWN shall consist of:
4.1.1. the ten regional associations representing the ten regions of England and Wales (as may be amended from time to time) (each a “Regional Member”, and together the “Regional Members”); and
4.1.2. the Trustees of NHWN, collectively known as the voting members of NHWN (the “NHWN Members”).
4.2. Each Regional Member shall appoint a representative, and at their option a deputy, who shall be authorised to vote on behalf of that Regional Member for the period of their appointment.
4.3. A Regional Member must give written notice to NHWN of the name of its representative and any deputy. The nominee shall not be entitled to represent the Regional Member at any meeting unless the notice has been received by NHWN. The nominee may continue to represent the Regional Member until written notice to the contrary is received by NHWN.
4.4. Any written notice given to NHWN will be conclusive evidence that the nominee is entitled to represent the Regional Member or that his or her authority has not been revoked. NHWN shall not be required to consider whether the nominee has been properly appointed by the Regional Member.
4.5. The Trustees may receive written applications for NHWN membership from individual persons over 18 (eighteen) years of age or third party organisations.
4.6. The Trustees may refuse an application for NHWN membership if they consider it to be in the best interests of NHWN to refuse the application.
4.7. If the Trustees refuse an application for NHWN membership as referred to in sub-clause 4.6 above, the Trustees must inform the applicant in writing of the reasons for the refusal within 21 (twenty-one) days of the decision, and consider any written representations the applicant may make about the decision. The Trustees’ decision following any written representations must be notified to the applicant in writing but shall be final.
4.8. Membership is not transferable to anyone else.
4.9. NHWN must keep a register of names and contact details of the NHWN Members, including Regional Members’ authorised representatives and any deputies, which must be made available to any NHWN Member upon request.
5. Termination of Membership
5.1. NHWN Membership is terminated if:
5.1.1. the individual dies or, if it is an organisation, it ceases to exist;
5.1.2. the NHWN Member resigns by written notice to NHWN unless, after the resignation, there would be less than two NHWN Members;
5.1.3. any sum due from the NHWN Member to NHWN is not paid in full within six months of it falling due; or
5.1.4. the NHWN Member is removed from membership by a resolution of the Trustees that it is in the best interests of NHWN that membership is terminated. A resolution to remove the NHWN Member from membership may only be passed if:
18.104.22.168. the NHWN Member has been given at least 21 (twenty-one) days’ notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is to be proposed; and
22.214.171.124. the NHWN Member or, at the option of the NHWN Member, the NHWN Member’s representative (who need not be a member of Neighbourhood Watch or Home Watch) has been allowed to make representations to the meeting.
6. Application of Income and Property and Members’ Benefits
6.1. The income and property of NHWN shall be applied solely towards the promotion of the Objects.
6.2. Subject to sub-clause 6.3 below, none of the income or property of NHWN may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any NHWN Member.
6.3. A NHWN Member or their appointed representative may be reimbursed by NHWN for reasonable expenses incurred on behalf of NHWN in accordance with NHWN’s expenses policy.
6.4. If it is proposed that a NHWN Member should receive a benefit from NHWN that is not already permitted under sub-clause 6.3 above then the procedure below must be followed:
6.4.1. the NHWN Member must:
126.96.36.199. declare his or her interest in the proposal;
188.8.131.52. be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it;
184.108.40.206. not be counted in determining whether the meeting is quorate;
220.127.116.11. not vote on the proposal; and
6.4.2. the majority of Trustees must be satisfied that it is in the best interests of NHWN to approve the proposed benefit and that those Trustees do not themselves stand to receive the proposed benefit or benefit in any other way from the proposal; and
6.4.3. the Trustees must record the reason for their decision in NHWN’s Minutes.
6.5. If the Trustees fail to follow the procedure set out in sub-clause 6.4 above then the approval of the proposed benefit will be void and the NHWN Member to whom the benefit was conferred must promptly repay to NHWN the value of any benefit received.
6.6. A Trustee must absent himself or herself from any meetings of the Trustees in which it is possible that a conflict of interest may arise between his or her duty to act solely in the interests of NHWN and any personal interest (including but not limited to any personal financial interests), and shall take no part in voting upon the matter.
7. Amendments of this Constitution
7.1. NHWN may amend any provision contained in this Constitution provided that:
7.1.1. no amendment may be made to this Constitution without the prior written consent of the Charity Commission for England and Wales (the “Charity Commission”); and
7.1.2. any resolution to amend a provision of this Constitution is passed by a simple majority of the NHWN Members present and voting at a General Meeting.
7.2. A copy of any resolution amending this Constitution shall be sent to the Charity Commission within 21 (twenty-one) days of it being passed.
8. General Meetings
8.1. An Annual General Meeting shall be held each year, and not more than 15 (fifteen) months may elapse between successive Annual General Meetings.
8.2. The Trustees may call a General Meeting at any time.
8.3. The Trustees must call a General Meeting if requested to do so in writing by at least 6 (six) NHWN Members. The request must state the nature of the business that is to be discussed. If the Trustees fail to hold the meeting within 28 (twenty-eight) days of the request, the NHWN Members may proceed to call a General Meeting but in doing so they must comply with the provisions of this Constitution.
9. Notice of General Meetings
9.1. The minimum period of notice required to hold any General Meeting of NHWN is 14 (fourteen) clear days from the date on which the notice is deemed to have been given.
9.2. 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.
9.3. The notice must be given to all NHWN Members.
10. Quorum for General Meetings
10.1. No business shall be transacted at any General Meeting unless a quorum is present.
10.2. Subject to sub-clause 10.6 below, a quorum for General Meetings shall be 6 (six) NHWN Members entitled to vote upon the business to be conducted at the meeting.
10.3. The authorised representative, or deputy in the authorised representative’s absence, of a Regional Member shall be counted in the quorum.
10.4. The meeting shall be adjourned to such time and place as the Trustees shall determine in the event that:
10.4.1. a quorum is not present within 15 (fifteen) minutes from the time appointed for the start of the meeting; or
10.4.2. during a meeting a quorum ceases to be present.
10.5. The Trustees must re-convene an adjourned meeting and must give at least 7 (seven) clear days’ notice of the re-convened meeting stating the date, time and place of the meeting.
10.6. If no quorum is present at the re-convened meeting within 15 (fifteen) minutes of the time specified for the start of the meeting, the NHWN Members present and entitled to vote at that time shall constitute the quorum for that meeting.
11.1. General Meetings shall be chaired by the person who has been elected as Chair.
11.2. If there is no such person or he or she is not present within 15 (fifteen) minutes of the time appointed for the meeting a Trustee nominated by the Trustees shall chair the meeting.
11.3. If there is only one Trustee present and willing to act, he or she shall chair the meeting.
11.4. If no Trustee is present or willing to chair the meeting within 15 (fifteen) minutes after the time appointed for holding it, the NHWN Members present and entitled to vote must choose one of their number to chair the meeting.
12.1. The NHWN Members present at a meeting may resolve that the meeting shall be adjourned.
12.2. The person who is chairing the meeting must decide the date, time and place at which the adjourned meeting is to be re-convened, unless those details are specified in the resolution.
12.3. No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
12.4. If a meeting is adjourned for more than 7 (seven) days, at least 7 (seven) clear days’ notice shall be given to all NHWN Members of the re-convened meeting stating the date, time and place of the meeting.
13.1. Each NHWN Member shall have one vote, but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
13.2. A resolution in writing signed by a NHWN Member (or in the case of a Regional Member, by its authorised representative or deputy) who would have been entitled to vote upon it had it been proposed at a General Meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more NHWN Members.
14. Officers and Trustees
14.1. NHWN and its property shall be managed and administered by a committee comprising the Officers and other individuals elected in accordance with this Constitution. The Officers and other members of the committee shall be the Trustees of NHWN, and in this Constitution are together called “the Trustees”.
14.2. Throughout their period of service as a Trustee each Trustee shall also concurrently be appointed as a Director of Neighbourhood & Home Watch Network, Company no. 07592594, a private company limited by guarantee.
14.3. Nobody may be appointed as or continue to be a Trustee or Director if he or she would be disqualified from acting under the provisions of clause 16.
14.4. NHWN Members at an Annual General Meeting shall elect Trustees, and the Officers from amongst the Trustees.
14.5. The following Trustees shall be the Officers of NHWN:
14.6. Between General Meetings the Officers may co-opt any person who is willing to act as a Trustee and Director.
14.7. If the General Meeting fails to appoint an Officer or an Officer’s position becomes vacant then the Trustees may appoint an Officer, provided that the Trustees may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated that office.
14.8. Each of the Trustees shall retire with effect from the conclusion of the next Annual General Meeting following his or her appointment, but shall be eligible for re-election at that Annual General Meeting.
14.9. The number of Trustees shall be not less than 2 (two), and not more than 10 (ten).
15. Powers of Trustees
15.1. To manage and administer the business of NHWN the Trustees shall have the following powers in order to further the Objects, but not for any other purpose:
15.1.1. to raise funds, but shall not under any circumstances undertake any substantial permanent trading activity, and must comply with any relevant statutory regulations;
15.1.2. to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
15.1.3. to sell, lease or otherwise dispose of all or any part of the property belonging to NHWN. In exercising this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993, as amended by the Charities Act 2006;
15.1.4. to borrow money and to charge the whole or any part of the property belonging to NHWN as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the Charities Act 1993, as amended by the Charities Act 2006, if they intend to mortgage land;
15.1.5. to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
15.1.6. to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
15.1.7. to acquire, merge with or enter into any partnership or joint venture arrangement with any other organisation consistent with the Objects;
15.1.8. to set aside income as a reserve against future expenditure, but only in accordance with a written policy about reserves;
15.1.9. to obtain and pay for such goods and services as are necessary for carrying out the work of NHWN;
15.1.10. to open and operate such bank and other accounts as the Trustees consider necessary, and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000; and
15.1.11. to do all such other lawful things as are necessary for the achievement of the Objects;
15.2. No alteration of this Constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.
15.3. Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.
15.4. Any reference to the Charities Act 1993, Charities Act 2006, Trustee Act 2000 or any other statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
16. Disqualification and Removal of Trustees
16.1. A Trustee or Director shall not be elected as such or shall cease to hold office if he or she:
16.1.1. is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993, as amended by the Charities Act 2006;
16.1.2. is disqualified from acting as a company director by virtue of any laws or regulations;
16.1.3. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
16.1.4. resigns as a Trustee by notice to NHWN. However if the resignation would result in less than two Trustees remaining in office when the notice of resignation is to take effect, that Trustee shall instigate the dissolution process as set out in Clause 27 of this Constitution; or
16.1.5. is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months, and the Trustees resolve that his or her office be vacated.
17. Proceedings of Trustees
17.1. The person elected as the Chair shall chair meetings of the Trustees. If the Chair is unwilling to preside or is not present within 15 (fifteen) minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting.
17.2. The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this Constitution or delegated to him or her in writing by the Trustees.
17.3. The Trustees may regulate their proceedings as they think fit, subject to the provisions of this Constitution.
17.4. Any Trustee may call a meeting of the Trustees, and the Secretary must call a meeting of the Trustees if so requested.
17.5. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
17.6. No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made.
17.7. The quorum shall be 2 (two) or the number nearest to one third of the total number of Trustees, whichever is the greater, or such larger number as may be decided from time to time by the Trustees.
17.8. If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a General Meeting.
17.9. A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held.
17.10. The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees.
18.1. The Trustees may delegate any of their powers or functions to a committee of two or more Trustees, but the terms of any such delegation must be recorded in NHWN’s Minutes.
18.2. The Trustees may impose conditions when delegating, including the conditions that:
18.2.1. the relevant powers are to be exercised exclusively by the committee to who they delegate; and
18.2.2. no expenditure may be incurred on behalf of NHWN except in accordance with a budget previously agreed with the Trustees.
18.3. The Trustees may revoke or alter a delegation.
18.4. All acts and proceedings of any committees must be fully and promptly reported to the Trustees.
19. Irregularities in Proceedings
19.1. All acts done by a meeting of Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a Trustee:
19.1.1. who was disqualified from holding office;
19.1.2. who had previously retired or who had been obliged by the Constitution to vacate office; and/or
19.1.3. who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
if, without the vote of that Trustee and that Trustee being counted in the quorum, the decision has been made by a majority of the Trustees at a quorate meeting.
19.2. No resolution or act of:
in a General Meeting shall be invalidated by reason of the failure to give notice to any NHWN Member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a NHWN Member or the beneficiaries of NHWN.
20.1. The Trustees must keep Minutes of all:
20.1.1. proceedings at NHWN meetings; and
20.1.2. meetings of the Trustees and committees of Trustees including:
21. Annual Report and Return and Accounts
21.1. The Trustees must comply with their obligations under the Charities Act 2006 with regard to:
21.2. Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Charity Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.
22. Registered particulars
22.1. The Trustees must notify the Charity Commission promptly of any changes to their or NHWN’s entry on the Central Register of Charities.
23.1. The Trustees must ensure the title to:
is vested either in a corporation entitled to act as custodian Trustee, or in not less than three individuals appointed by them as trustees of the said items.
24. Repair and insurance
24.1. The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings owned by NHWN (except those buildings that are required to be kept in repair and insured by a tenant).
24.2. The Trustees shall obtain on behalf of NHWN suitable public liability insurance, and may obtain such other insurances that the Trustees may deem necessary.
24.3. NHWN shall use its best endeavours to provide suitable public liability insurance for the protection of members of Neighbourhood Watch and Home Watch in England and Wales whilst acting as such.
25.1. Any notice required by this Constitution to be given to or by any person must be in writing or given using electronic communications.
25.2. NHWN may give any notice to a NHWN Member either:
25.3. A NHWN Member who does not register a postal address and/or an email address with NHWN, or who registers only a postal address that is not within the United Kingdom, shall not be entitled to receive any notice from NHWN.
25.4. A NHWN Member present in person at any meeting of NHWN shall be deemed to have received notice of the meeting and of the purposes for which it was called.
25.5. Written proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
25.6. Written proof that a notice contained in an electronic communication was sent in accordance with guidance issued by The Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
25.7. A notice shall be deemed to be given 48 (forty-eight) hours after the envelope containing it was posted or, in the case of an electronic communication, 48 (forty-eight) hours after it was sent.
26. Rules or bye-laws
26.1. The Trustees may from time to time make rules or bye-laws for the conduct of their business.
26.2. The rules or bye-laws may regulate the following matters but are not restricted to them:
26.2.1. the admission of members to NHWN (including the admission of Regional Members, their representatives and deputies), the rights and privileges of such members, entrance fees, subscriptions and other fees or payments to be made by members;
26.2.2. the conduct of NHWN Members in relation to one another, and to NHWN’s employees and volunteers;
26.2.3. the setting aside of the whole or any part or parts of NHWN’s premises at any particular time or times or for any particular purpose or purposes;
26.2.4. the procedure at a General Meeting and meetings of the Trustees in so far as such procedure is not regulated by this Constitution;
26.2.5. the keeping and authenticating of records. If regulations made under this clause permit records of NHWN to be kept in electronic form and requires a Trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated; and
26.2.6. generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
26.3. NHWN in a General Meeting has the power to alter, add to or repeal the rules or bye-laws.
26.4. The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of NHWN Members.
26.5. The rules or bye-laws shall be binding on all NHWN Members. No rule or bye-law shall be inconsistent with or shall affect or repeal anything contained in this Constitution.
27.1. If the NHWN Members resolve to dissolve NHWN the Trustees will remain in office as Trustees and be responsible for winding up the affairs of NHWN in accordance with this clause.
27.2. The Trustees must collect in all the assets of NHWN and must pay or make provision for all the liabilities of NHWN.
27.3. The Trustees must apply any remaining property or money:
27.4. The members may pass a resolution before or at the same time as the resolution to dissolve NHWN specifying the manner in which the Trustees are to apply the remaining property or assets of NHWN, and the Trustees must comply with the resolution if it is consistent with sub-clause 27.3 above.