Constitution

BAY TRUST RADIO
CONSTITUTION
(Formerly Kendal Hospitals Radio)
Adopted on the 7th April 2013,
Charity Commission Registration No. 506296

A. NAME
1. The name of the Association is Bay Trust Radio (“the charity”).
B. ADMINISTRATION
1. Subject to the matters set out below, the charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause G of this constitution (“the Executive Committee”).
C. OBJECTS
1. The objectives of the Charity are to relieve sickness, infirmity and the disabilities attendant amongst persons living in South Cumbria & North Lancashire, by providing a local broadcasting service for hospitals, hospices, old persons’ homes and similar institutions, and wherever possible, providing a similar service within the local community to assist patients receiving “Care in the Community” by broadcasting over the internet.
2. In furtherance of these objectives the Charity shall:
i. Provide programmes of interest and relevance to those who are patients, sick, infirm or aged;
ii. Make these programmes available to similar establishments and/or organisations, if appropriate;
iii. Provide a “messenger service” and co-operate with other organisations providing a similar service locally, nationally and/or internationally.
D. POWERS
In furtherance of the objects, but not otherwise, the Executive Committee may exercise the following powers:
i. Power to raise funds and to invite and receive contributions, provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
ii. Power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objectives or similar charitable purposes and to exchange information and advice with them;
iii. Power to establish or support any charitable trusts, associations or institutions formed for all or any part of the objects;
iv. Power to appoint and constitute such advisory committees as the Executive Committee may think fit;
v. Power to do all such other lawful things as are necessary for the achievement of the objects.

E. MEMBERSHIP
1. Membership of the Charity shall be open to anyone over the age of 16 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Executive Committee.
2. New members will serve a probationary period of at least 6 months, after which the Executive Committee may approve full membership in writing.
3. Every full member over the age of 16 shall have one vote.
4. Application for membership must be in writing and approved by the Executive Committee.
5. The Executive Committee shall have the power to offer honorary membership to any person it considers to be worthy.
6. The Executive Committee may suspend a member on the grounds of action prejudicial to the interests of the charity. The notification of suspension must be made in writing, together with details of the member’s right to be heard by the Executive Committee prior to any final decision.
7. The Executive Committee may, by majority vote and for good reason, terminate the membership of any individual, provided that the individual concerned shall have a right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made. This meeting must be held within 28 days.
8. Non attendance at the Station or at organised events for a period of 4 months, with no prior notice, will result in Full membership being re-classified to Inactive Member. The decision to be notified in writing.
9. Membership will be terminated if the member has not participated in the service in any way for a period of 4 months, whilst listed as an Inactive Member unless prior notice has been given. The decision to be notified in writing.
F. HONORARY OFFICERS
1. At the annual general meeting of the Charity the members shall elect from amongst themselves, a Chairperson, Secretary and a Treasurer, who shall hold office from the conclusion of that meeting, for a period of 1 years. Honorary Officers will be eligible for re-election.
2. The Secretary will keep a register of name and address of every member.
G. EXECUTIVE COMMITTEE
1. The Executive Committee shall consist of at least 6 members :
i. The honorary officers specified in the clause F;
ii. Station Manager, Station Engineer, Training Officer, PR Co-ordinator, Fund Raising Co-ordinator , elected at the annual general meeting who shall hold office from the conclusion of that meeting;
2. The Executive Committee may, in addition, appoint not more than 4 co-opted members, but so that no one may be appointed as a co-opted member if, as a result, more than two thirds of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause J and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.
3. Members of the Executive shall remain on the Executive Committee for a period of 1 year, and shall retire on a rotational basis, at the end of the annual general meeting, but they may be re-elected or re-appointed. Not all members of the Executive Committee shall retire at each annual general meeting.

4. The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
5. Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would be disqualified under the provisions of the following clause.
6. No person shall be entitled to act as a member of the Executive Committee whether on a first or any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance, willingness and eligibility to act in the trusts of the Charity.
7. Executive Committee Members functions will be described in Job Descriptions, determined by the Executive Committee & available to any member wishing to stand for a post.
H. DETERMINATION OF MEMBERSHIP OF THE EXECUTIVE COMMITTEE
1. A member of the Executive shall cease to hold office if he or she:
i. is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1993;
ii. Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
iii. Is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolves that his or her office be vacated;
iv. Notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
I. EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
1. No member of the Executive Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
J. MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
1. The Executive Committee shall hold at least six ordinary meetings each year, one of which will be the A.G.M. (See Clause O).
2. A special meeting may be called at any time by the Chairperson or by any two members of the Executive Committee upon not less than 4 days notice being given to other members of the Executive Committee of the matters to be discussed but if the matters include appointment of a co-opted member then not less than 21 days’ notice must be given.
3. If the Chairperson is absent from any meeting, the members of the Executive Committee present shall choose one of their number to chair the meeting before any other business is transacted.
4. There shall be a quorum when at least 5 of the total number of members of the Executive Committee are present at a meeting.
5. Every matter shall be determined by a majority vote of the members of the Executive Committee present and voting on the question but in the case of equality of votes the Chairperson of the meeting shall have a second casting vote.
6. The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.

7. The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
8. The Executive Committee may appoint one or more sub-committees consisting of three or more members for the purpose of making any inquiry or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Executive Committee.
K. RECEIPTS AND EXPENDITURE
1. The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Honorary Officers.
2. The funds belonging to the Charity shall be applied only in furthering the objects.
L. ACCOUNTS
1. The Treasurer shall, on behalf of the Executive Committee, ensure that the Charity complies with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
i. The keeping of accounting records for the Charity;
ii. The preparation of a interim report at each Executive Committee meeting.
iii. The preparation of annual statements of account for the Charity;
iv. The auditing or independent examination of the statements of account of the Charity;
v. The transmission of the statements of account of the Charity to the Commissioners;
vi. The financial year of the Charity shall be from 1st Febuary to 31st January.
M. ANNUAL REPORT
1. The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.
N. ANNUAL RETURN
1. The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.
O. ANNUAL GENERAL MEETING
1. There shall be an annual general meeting of the Charity, which shall be held in the month of April in each year, or as soon as practicable thereafter.
2. The Executive Committee shall call every annual general meeting. The Secretary shall give at least 21 days’ notice of the annual general meeting to all members of the Charity. All full members of the Charity shall be entitled to attend and vote at the meeting.
3. The elected Chairperson shall chair the annual general meetings, but if he or she is not present, then before any business is transacted, the members present shall appoint a chairperson for that meeting.
4. The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding financial year.
5. Any person wishing to serve on the Executive Committee must be nominated & seconded by full members of the Charity

P. SPECIAL GENERAL MEETINGS
1. The Executive Committee may call a special general meeting of the Charity at any time. If at least ten members, or one tenth of the membership, whichever is greater, request such a meeting in writing stating the business to be considered, the Secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the only business to be discussed.
Q. PROCEDURES AT ALL MEETINGS
1. The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every meeting of the Charity.
2. There shall be a quorum when at least one tenth of the number of members of the Charity for the time being, or ten members of the Charity, whichever is the greater, are present at any general meeting.
R. NOTICES
1. Any notice required to be served on any member of the Charity shall be in writing and shall be served by the Secretary on behalf of the Executive Committee on any member either personally or by sending it through the post in a prepaid envelope addressed to such member at his or her last known address in the United Kingdom, and any letter so sent will be deemed to have been received within 10 days of posting.
S. RULES OF PROCEDURE
1. The Executive Committee may from time to time make such rules as they deem necessary or expedient or convenient for the proper conduct and management of the Charity. These rules will be binding on all members.
2. No rule shall be inconsistent with, or shall affect or repeal anything contained in this constitution.
T. ALTERATIONS TO THE CONSTITUTION
1. Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at an Annual General Meeting, or Extraordinary General Meeting. The notice of the meeting must include notice of the resolution, setting out the terms of, and the reasons for the alteration proposed.
2. No amendment may be made to clause A, clause I, clause U or this clause without the prior consent in writing of the Commissioners.
3. No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
U. DISSOLUTION
1. If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realize any assets on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be transferred or given to such other charitable institutions having objects similar to the objects of the Charity as the members of the Charity may determine, or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement for the final accounting period of the Charity must be sent to the Commissioners.

This constitution was adopted on the 12th February 2008.