CONSTITUTION

Of the Lingfield Nature Reserves Management Committee
Adopted July 2011

WHEREAS it is desirable that:
-      The Lingfield Wildlife Area Management Committee should be re-named the Lingfield Nature Reserves Management Committee; and
-      The Lingfield Wildlife Area Association should be re-named the Lingfield Nature Reserves Association; and
-      The definition of the Committee’s scope and functions should be brought up to date
AND WHEREAS it is hereby declared for the avoidance of doubt that the Committee and Association will retain all the rights obligations responsibilities assets and liabilities possessed by the Committee and Association under their former names

NOW THEREFORE this revised Constitution is adopted to give effect to these changes and to make certain consequential amendments.

1. Definition

The Lingfield Nature Reserves comprise
-      The land known as the Lingfield Wildlife Area, owned by The District Council of Tandridge and the subject of a Lease granted by The District Council in favour of the Association under its former name; and
-      The land known as Centenary Fields, owned by Lingfield Parish Council and the subject of a Management Agreement between the Parish Council and the Committee of the Association under its former name.

These two areas are defined by the maps attached to the Lease and the Management Agreement respectively.

2. Objectives

The objectives are: to maintain and develop the Nature Reserves in perpetuity, in keeping with the character of the local countryside, in particular by conserving and enhancing the wildlife population; to facilitate the enjoyment of the Reserves by the people of Lingfield and the surrounding district, with access for all irrespective of fitness and physical condition; and to promote the use of the Reserves for educational purposes.


3. Management

The Lingfield Nature Reserves Management Committee (hereafter referred to as the Committee) shall be responsible for maintaining and managing the land referred to in Article 1 in pursuit of the objectives referred to in Article 2 and
-      as regards the Wildlife Area, in accordance with the Lease, the Management Plan referred to therein and the Statement of Management Policies dated 6 July 2005; and
-      as regards Centenary Fields, in accordance with the Management Agreement referred to in Article 1.

4.  Membership

The Committee shall consist of representative and co-opted members.

The representative members shall be:

Lingfield Parish Council    2
Local amenity groups    3
Local schools    2
Surrey Wildlife Trust    1
The District Council of Tandridge    1

The representative members shall be appointed yearly by their respective nominating bodies.

The co-opted members, not exceeding 8 in number, shall be local representatives appointed yearly by the Committee at its absolute discretion.

In addition, an officer nominated by the Director of Community Services at The District Council of Tandridge may attend any meeting but shall have no voting rights.


5. Trustees

The Committee shall appoint from time to time not less than two and not more than four members of the Association to be trustees for the purpose of holding the land and other property of the Association. The trustees shall act on the lawful directions of the Committee and shall be entitled to be indemnified in respect of all expenses properly incurred by them as trustees. A trustee may be removed from office by the Association in general meeting and may resign his trusteeship by notice in writing to the Committee provided that there are at least two continuing trustees.


6. Voting

Voting at all meetings shall be by a show of hands.


7. Officers

The following officers shall be appointed from among the members of the Committee:

(a) Chairman
The Chairman shall preside at all meetings, in which he or she shall have a casting vote. In the absence of the Chairman, the  Committee shall appoint a chairman for that meeting. A meeting chairman shall have the same powers for that meeting as the Chairman.

(b) Secretary
The Secretary shall ensure that the minutes at all meetings are recorded and shall be responsible for all correspondence.

(c) Treasurer
The Treasurer shall be responsible for the safe-keeping of money, which he or she shall pay into a bank account opened in the name of the Committee, and for the preparation and submission at the annual general meeting of an audited balance sheet and income and expenditure account. Signatories and signing limits for cheques, loans and purchase orders shall be decided as necessary by the Committee (see also Article 10).

The officers shall be elected yearly at the annual general meeting. Retiring members may stand for re-election but no person shall hold the office of Chairman for more than two consecutive years. Any period of less than one year during which a person serves as acting Chairman shall not count towards the maximum period.

Nominations for officers, proposed and seconded and agreed by the nominees, shall be in writing and delivered to the Secretary no fewer than seven days before the date of the annual general meeting.


8. Meetings

(i) Annual General Meetings
An Annual General Meeting shall be held during July each year.

(ii) Ordinary Meetings
The Committee shall meet no fewer than four times a year.

(iii) Extraordinary General Meetings
The Chairman or Secretary may call an Extraordinary General Meeting for any of the purposes mentioned in Articles 14, 15 or 16.  Such meetings shall also be held on the written request of at least a majority of current members of the Committee.

(iv) Quorums
The quorum for an Extraordinary General Meeting shall be ten members and for all other meetings shall be 50% of the current members of the Committee.  However the quorum for any meeting at which a decision under Articles 13, 14, 15, or 16 is proposed to be taken shall be two thirds of the current members of the Committee.  The quorum shall in every case include either the Chairman or the Secretary.

All meetings shall be held in the Parish of Lingfield at no less than seven days' notice.


9. Sub-Committees

The Committee may appoint, for any purpose, any sub-committee judged necessary, and may authorize such sub-committee to approve items of expenditure up to a specified limit.  The Committee may at any time rescind or vary any such appointment or authorization. Each sub-committee shall comprise at least three members of the Committee, one of whom shall be chair, and may include up to two co-opted members.


10. Finance

All money shall be maintained in the Committee's banking account.

The Committee shall designate the Treasurer and up to three other members as cheque signatories.  Any two may sign, provided neither of them is a payee.  The Treasurer may make a payment by internet banking after securing the prior agreement in writing of one of the other designated signatories who is not a recipient of the payment.

The financial year for the Committee shall run from the 1 April to 31 March.


11. Honorary Auditor

The annual general meeting shall appoint an Honorary Auditor for each financial year.


12. Minutes

A minute book shall be kept for all meetings and copies of all minutes shall be supplied for information to The District Council of Tandridge’s Director of Community Services and to the Clerk of Lingfield Parish Council at the same time as they are distributed to members of the Committee. The minutes shall be made available for inspection by any interested member of the public on his or her giving the Secretary reasonable notice.


13. Management Agreement

Any change to the Management Plan or to the Statement of Management Policies referred to in Article 3 shall require the consent of The District Council of Tandridge and the approval of at least a majority of current members of the Committee.


14. Lease

Any change to, or renewal of, either the Lease or the Management Agreement referred to in Article 1 shall require the consent of the relevant Council and the approval of at least a majority of current members of the Committee at an annual general meeting or an extraordinary general meeting called for that purpose.


15. Changes to this Constitution

Any change to this Constitution shall require the consent of both Councils and the approval of at least a majority of current members of the Committee at an annual general meeting or an extraordinary general meeting called for that purpose. However, if either (a) the Lease or (b) the Management Agreement referred to in Article 1 is no longer in effect, the agreement of The District Council of Tandridge in the former case, or Lingfield Parish Council in the latter case, shall not be required.


16. Dissolution

Dissolution of the Association may be effected only by a decision of at least a majority of current members of the Committee at an extraordinary general meeting called for that purpose only.

Notice of intent to dissolve shall be given in writing to both Councils and agreed by them before the meeting is held.

On dissolution, the Committee shall pay to each Council, in priority to any other distribution (apart from normal creditors for value), the amount of any unspent surplus of the funds paid to the Association by the Council concerned.

If the Lease and the Management Agreement referred to in Article 1 were both in effect on the date six months before the decision referred to above, any remaining assets of the Association shall be divided equally between the two Councils.  If, however, either (a) the Lease or (b) the Management Agreement ceased to be in effect earlier than six months before the decision, any remaining assets shall pass in full to Lingfield Parish Council in the former case and to The District Council of Tandridge in the latter case.

 

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