Constitution of Transition Truro
An Unincorporated Not-For-Profit Association
1) Transition Truro (TT) shall address the twin challenges of peak oil and climate change.
2) TT can do any trade, business, activities, enterprises, projects or ventures that in the opinion of TT is in connection with or can be deemed incidental, conducive or ancillary to any of the objects.
3) TT shall have regard to the well being of the community at large.
4) The members shall be subscribers to this constitution and individuals and organisations admitted without reference to wealth, politics, religion, sex, disability, age, or sexual preference.
5) Membership is open to individuals and organisations who are in agreement with the Objects.
6) A member shall cease to be a member if ¾ of members vote so or if the member resigns or dies.
7) Any member expelled shall have a full opportunity to defend themselves at a properly called general meeting.
8) General Meetings (GM) are open to all members of TT who will be given at least 21 days notice of the venue, date and time of the meeting.
9) Any 3 members can call a general meeting. 3 members shall constitute a quoram.
10) Each member whether an individual or an organisation shall have one vote.
11) Regular GMs will be held (no less than quarterly) and a chairman shall be drawn by descending an alphabetical list by surname of members. Chairing a general meeting is voluntary and passes to the next name on the membership list until the named person is willing to chair a useful meeting. A note taker shall be appointed by those present at the meeting.
12) All decisions at general meeting shall be made by “consensus minus one” following the fullest discussion in which all members are entitled to speak freely. By consensus is meant a situation where those not in agreement agree not to maintain an objection. TT will use “consensus minus one” otherwise known as “veto plus one”. In the event of consensus or consensus minus one not being reached the matter shall be decided by simple majority of votes. An objection should be recorded in the minutes.
13) The general meeting may appoint roles to members to perform duties and may delegate powers as necessary.
If the general meeting chooses it may appoint a committee (or committees, sub committees, working groups and research groups) to operate within parameters set by the general meeting and with powers delegated from the general meeting.
Committees may appoint roles to members and/or form subcommittees , sub groups, working groups and research groups to perform duties and may delegate powers as necessary.
Any committee, group or individual will be accountable and report back to the committee, group that appointed him/her/it.
14) If TT delegates day to day management to a management committee (MC) then the MC shall prepare future action plans and report past activity for approval of the General Meeting.
15) TT shall keep a register of members stating when members were admitted to and relinquished membership and any members appointed roles or committee memberships held.
16) TT shall keep a record of the sum and nature of expenditure and receipts of monies. All sales and purchases of goods and all its assets and liabilities.
17) TT can borrow but investment cannot carry control or votes in any way. Loan stock can be issued at not more than 2% above the base-lending rate.
NOT FOR PROFIT
18) TT shall not trade for profit. Any surplus shall be applied as follows in such proportion and in such manner as the general meeting shall decide from time to time.
a) To a general reserve for the continuation and development of TT
b) To payment in good faith to any member in return for services rendered, of reasonable wages, bonuses and repayments of expenses, interest on money lent or reasonable rent on premises demised or let to TT.
19) Any rule in this constitution can be dropped or changed or a new rule made at general meeting where all members have been given 21 clear days prior notice of the change proposed and the date, time and location of the general meeting. Except rules 18 and 20 which cannot be changed so as to allow greater payment or distribution of surplus, property or assets to the members.
20) If TT is wound up or dissolved and after all its liabilities have been satisfied there remains any property it shall not be paid to or distributed among the members of TT but shall be given or transferred to some other not for profit organisation chosen by the members and having objects similar the Objects which prohibits the distribution of its income and property to an extent at least as great as imposed by clause 18 and by this clause.
Dated February 2009