LOCAL AUTHORITY WORLD HERITAGE FORUM
CONSTITUTION
1. NAME
The name of the Association is the Local Authority World Heritage Forum
2. OBJECTS
The objects of the Association are (“the Objects”)
2.1 To represent the interests of local authorities in relation to World Heritage matters.
2.2 To assist local authorities to fulfil their responsibilities in relation to the World Heritage Convention, namely, identification, protection, conservation, presentation and education
2.3 To encourage central government and UK and international agencies to (a) recognise the role of local authorities in managing World Heritage Sites and (b) provide them with an effective policy framework, support and adequate resources, thereby enabling local authorities to assist the State Party to fulfil its obligations in relation to the World Heritage Convention.
2.4 To act as a forum for the development of expertise and knowledge and for the exchange of experience and information in connection with the management of World Heritage Sites.
2.5 To work with the other agencies and stakeholders involved in World Heritage matters including ICOMOS, ICCROM, IUCN, English Heritage, Cadw, Historic Scotland, The National Trust, The National Trust for Scotland, English Nature, Scottish Natural Heritage, Countryside Council for Wales and other relevant agencies. The association will also operate as a Special Interest Group of the Local Government Association
3. POWERS
The Association has the following powers which may be exercised only in promoting the Objects:
3.1 To promote or carry out research
3.2 To provide advice
3.3 To publish or distribute information
3.4 To co-operate with other bodies
3.5 To support administer or set up other bodies with similar aims
3.6 To raise funds (but not by means of taxable trading)
3.7 To borrow money and give security for loans
3.8 To acquire or hire property of any kind
3.9 To let or dispose of the property of any kind
3.10 To make grants loans of money and to give guarantees
3.11 To set aside funds for special purposes or as reserves against future expenditure
3.12 To deposit or invest funds in any lawful manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification)
3.13 To delegate the management of investments to a financial expert but only on terms that:
3.13.1 the investment policy is recorded in writing for the financial expert by the Committee
3.13.2 every transaction is reported promptly to the Committee
3.13.3 the performance of the investments is reviewed regularly with the Committee
3.13.4 the Committee are entitled to cancel the delegation arrangement at any time
3.13.5 the investment policy and the delegation arrangement are reviewed at least once a year
3.13.6 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are reported promptly to the Committee on receipt
3.13.7 the financial expert must not do anything outside the powers of the Committee
3.14 To insure the Association’s property against any foreseeable risk and take out other insurance policies to protect the Association where required
3.15 Subject to clause 9.2 to employ paid or unpaid agents staff or advisers
3.16 To enter into contracts to provide services to or on behalf of other bodies
3.17 To pay the costs of forming and dissolving the Association
3.18 To do anything else within the law which promotes or helps to promote the Objects
4. MEMBERSHIP
4.1 Membership of the Association is open to any local authority including National Park Authorities within the United Kingdom that has the whole or part of an inscribed World Heritage Site or Tentative List Site within its administrative boundary and that have paid the annual subscription as laid down from time to time by the Committee mentioned below
4.2 The Committee may establish different classes of membership including Associate membership for related organisations and set appropriate rates of subscription
4.3 The Committee must keep a register of members
4.4 A member whose subscription is six months in arrears ceases to be a member but may be readmitted on payment of the amount owing
4.5 A member may resign by written notice to the Association
4.6 The Committee may terminate the membership of any member whose continued membership would in the reasonable view of the Committee be harmful to the Association (but only after notifying the member concerned in writing and considering the matter in light of any written representations which the member puts forward within 14 clear days after receiving notice)
4.7 Membership of the Association is not transferable
4.8 Each member shall appoint up to 5 authorised representatives to represent it at meetings of the Association. One of these representatives shall be designated the Member Voting Representative and shall hold the single vote of the Member Authority. In the absence of the Voting Member the Member Authority’s vote may be exercised by anyone of that Member Authority’s representatives.
5. GENERAL MEETINGS
5.1 All members are entitled to attend general meetings of the Association through authorised representatives only one of whom may vote.
5.2 General meetings are called by 21 clear days’ written notice to the members specifying the business to be transacted
5.3 There is a quorum at a general meeting if the number of authorised representatives personally present is at least five
5.4 The Chair or (if the Chair is unable or unwilling to do so) some other member elected by those present presides at a general meeting
5.5 Except where otherwise provided in this Constitution every issue at a general meeting is determined by a simple majority of the votes cast by the authorised representatives present in person
5.6 Except for the chair of the meeting who has a second or casting vote every member is entitled to one vote on every issue
5.7 An AGM must be held in every year (except that the first AGM may be held at any time within 18 months after the formation of the Association)
5.8 At an AGM the members:
5.8.1 receive the accounts of the Association for the previous financial year
5.8.2 receive the report of the Committee on the Association’s activities since the previous AGM
5.8.3 elect Deputy Chairs and Committee members to replace those retiring from office
5.8.4 if the Chair’s period of office has ended elect from among the authorised representatives of the members of the Association the Chair of the Association for the following two years
5.8.5 appoint an auditor or independent examiner for the Association where required
5.8.6 may confer on any individual (with his or her consent) the honorary title of Patron President or Vice-President of the Association
5.8.7 discuss and determine any issues of policy or deal with any other business put before them
5.9 An EGM may be called at any time by the Committee and must be called within 14 days after a written request to the Committee from at least six members
6. THE COMMITTEE
6.1 The Committee as trustees have control of the Association and its property and funds
6.2 The Committee consists of the authorised representative of the members of the Association.
6.2.1 the Chair, who shall be elected for a period of two years
6.2.2 three elected Deputy Chairs
6.2.3 three elected Committee members
6.2.4 up to two members or associate members co-opted by the Committee to hold office until the next AGM (co-opted Committee members)
6.2.5 a member nominated by the All-Party Parliamentary World Heritage Group.
6.2.6 The Honorary President of LAWHF
6.3 Elections shall be conducted at the AGM so that one Deputy Chair and two Committee members retire one year and two Deputy Chairs and one Committee member retires the next year.
6.3.1 Nominations for candidates for election shall be made in writing and shall indicate the consent of the candidate and the support of his/her authority, and shall be delivered to the Secretary of the Forum by the date notified.
6.3.2 If insufficient nominations are received to fill all the vacancies the candidates nominated shall be deemed to be elected. Any vacant positions remaining on the Committee shall be deemed to be vacancies.
6.3.3 A ballot will be held at the AGM if the number of nominations exceeds the number of vacancies to be filled.
6.4 A Committee member automatically ceases to be a member of the committee if:
6.4.1 he or she is incapable whether mentally or physically of managing his or her own affairs
6.4.2 he or she ceases to be employed by a member of the Association
6.4.3 the member by which the authorised representative is employed ceases to be a member of the Association
6.5 A retiring Committee member is entitled to an indemnity from the continuing Committee members at the expense of the Association in respect of any liabilities properly incurred while he or she held office
6.6 A technical defect in the appointment of a Committee member of which the Committee are unaware at the time does not invalidate decisions taken at a meeting
6.7 The Committee may invite an Honorary Officer, employee or consultant to attend its meetings and to advise the committee.
7. COMMITTEE MEETINGS
7.1 The Committee must hold at least three meetings each year
7.2 A quorum at a Committee meeting is three members
7.3 The Chair or (if the Chair is unable or unwilling to do so) some other member of the Committee chosen by the members present presides at each Committee meeting
7.4 Every issue may be determined by a simple majority of the votes cast at a Committee meeting but a resolution which is in writing and signed by all members of the committee is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature
8. POWERS OF COMMITTEE
The Committee have the following powers in the administration of the Association:
8.1 to appoint a Treasurer and other honorary officers who may or may not be authorised representatives
8.2 to delegate any of their functions to sub-committees consisting of two or more persons appointed by them (but at least one member of every sub-committee must be a Committee member and all proceedings of sub-committees must be reported promptly to the Committee
8.3 to make Standing Orders consistent with this Constitution to govern proceedings at general meetings
8.4 to make Rules consistent with this Constitution about the committee and sub-committees
8.5 to make Regulations consistent with this Constitution about the running of the Association (including the operation of bank accounts and the commitment of funds)
8.6 to resolve or establish procedures to assist the resolution of disputes within the Association
8.7 to exercise any powers of the Association which are not reserved to a general meeting
9. PROPERTY & FUNDS
9.1 The property and funds of the Association must be used only for promoting the Objects and do not belong to the members of the Association or the Committee
9.2 No Committee member may receive any payment of money or other material benefit (whether direct or indirect) from the Association except
9.2.1 under clause 9.2.5 (fees)
9.2.2 interest at a reasonable rate on money lent to the Association
9.2.3 a reasonable rent or hiring fee for property let or hired to the Association
9.2.4 an indemnity in respect of any liabilities properly incurred in running the Association
9.2.5 any Committee member who possesses specialist skills or knowledge and any firm or company of which such a person is a member or employee may charge and be paid reasonable fees for work carried out for the Association on the instructions of the other Committee members but (i) only if the procedure prescribed by clause 9.3 is followed in selecting the member firm or company concerned and setting the fees and (ii) provided that this provision may not apply to more then one half of the Committee members in any financial year
9.3 Whenever a Committee member has a personal interest in a matter to be discussed at a Committee meeting the Committee member must
9.3.1 declare an interest before discussion begins on the matter
9.3.2 withdraw from that part of the meeting unless expressly invited to remain in order to provide information
9.3.3 not be counted in the quorum for that part of the meeting
9.3.4 withdraw during the vote and have no vote on the matter
9.4 Any trust corporation which is appointed as a holding trustee or any nominee for the Association may be paid reasonable fees
9.5 Funds which are not required for immediate use or which will be required for use at a future date must be placed on deposit or invested in accordance with clause 3.12 until needed
9.6 Investments and other property of the Association may be held:
9.6.1 in the names of the authorised representatives for the time being
9.6.2 in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Committee or of a financial expert acting on their instructions
9.6.3 in the name of at least two and up to four holding trustees for the Association who must be appointed (and may be removed) by a resolution of the Committee
9.6.4 in the name of a trust corporation as a holding trustee for the Association which must be appointed (and may be removed) by deed executed by the Committee
10. RECORDS AND ACCOUNTS
10.1 The Committee must keep proper records of:
10.1.1 all proceedings at general meetings
10.1.2 all proceedings at Committee meetings
10.1.3 all reports of sub-committees
10.1.4 all professional advice obtained
10.2 Annual reports and statements of account relating to the Association must be made available for inspection by any member of the Association
11. NOTICES
11.1 Notices under this Constitution may be sent by hand or by post or by suitable electronic means or (where applicable to members generally) may be published in any suitable journal or national newspaper or in any newsletter distributed by the Association
11.2 The address at which a member is entitled to receive notice is the address noted in the register of members (or, if none, the last known address)
11.3 Any notice given in accordance with this Constitution is to be treated for all purposes as having been received:
11.3.1 24 hours after being sent by electronic means or delivered by hand to the relevant address
11.3.2 two clear days after being sent by first class post to that address
11.3.3 three clear days after being sent by second class post or overseas post to that address
11.3.4 on the date of publication of a journal or newspaper containing the notice
11.3.5 on being handed to authorised representative of a member personally or if earlier
11.3.6 as soon as the member acknowledges actual receipt
11.4 A technical defect in the giving of notice of which the members or the Committee members are unaware at the time does not invalidate decisions taken at a meeting
12. AMENDMENTS
This Constitution may be amended at a general meeting by a two-thirds majority of the votes cast but:
12.1 The members must be given 21 clear days’ notice of the proposed amendments
12.2 No amendment is valid if it would make a fundamental change to the Objects or to this clause
13. DISSOLUTION
13.1 If at any time the members at a general meeting decide to dissolve the Association the members of the Committee will remain in office as trustees and will be responsible for the orderly winding up of the Association’s affairs
13.2 After making provision for all outstanding liabilities of the Association the Committee must apply the remaining property and funds in one or more of the following ways:
13.2.1 by transfer to one or more other bodies established for purposes similar to the Objects
13.2.2 directly for the Objects or purposes similar to the Objects
14. INTERPRETATION
In this Constitution:
14.1 ‘AGM’ means an annual general meeting of the members of the Association
‘the Association’ means the association comprised in this constitution
‘authorised representative’ means an individual who is authorised by a member organisation to act on its behalf at meetings of the Association
‘the Chair’ means the chair of the Association elected at the AGM
‘clear day’ means 24 hours from midnight following the triggering event
the Committee’ is the governing body of the Association
‘EGM’ means a general meeting of the members of the Association which is not an AGM
‘financial expert’ means an individual company or firm who is an authorised person or an exempted person within the meaning of the Financial Services Act 1986
‘fundamental change’ means such a change as would not have been within the reasonable contemplation of a person making a donation to the Association
‘holding trustee’ means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use investment or disposal
‘material benefit’ means a benefit which may not be financial but has a monetary value
‘member’ and ‘membership’ refer to members of the Association
‘months’ means calendar months
‘the Objects’ means the objects of the Association set out in clause 2
‘taxable trading’ means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects and the profits of which are liable to tax
‘trust corporation’ has the meaning prescribed by section 205(1) (xxviii) of the Law of Property Act 1925 but does not include the Public Trustee)
‘written’ or ‘in writing’ refers to a legible document on paper including a fax message
‘year’ means calendar year
16.2 References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it
ADOPTED AT A MEETING HELD
AT (place)
ON (date)
SIGNED
NAME ……………………………………………………………………………
SIGNATURE ……………………………………………………………………
WITNESSED
NAME …………………………………………………………………………….
ADDRESS ……………………………………………………………………….
OCCUPATION ………………………………………………………………….
SIGNATURE ……………………………………………………………………..
(name address occupation and signature of witness)