CONSTITUTION OF THE RAMBLERS' ASSOCIATION EASTLEIGH GROUP AS ADOPTED BY THE ANNUAL GENERAL MEETING ON 8 NOVEMBER 2008

The amendment in red was made at the AGM on 13 November 2010 and was approved by the Hampshire Area Council on 29 March 2011.

The amendment in purple was made by the AGM on 12 November 2016.

1. NAME AND DEFINITION

The organisation is part of the Ramblers' Association (a registered charity number 1093577 and a company limited by guarantee registered in England and Wales number 4458492), being a Local Group as defined in Clause 6.1 of the Association’s Articles of Association.  The name of the organisation shall be “The Ramblers’ Association Eastleigh Group”, and it shall be within the Association’s Hampshire Area. The above bodies are hereafter referred to as “the Association”, “the Group”, and the “Area”.

2. OBJECTS

The objects of the Group are to further within its territory (see succeeding clause) the objects of the Association in such ways as the Area governing body may from time to time decide and subject to the overriding control of the Board of Trustees.

3. TERRITORY

The Group shall function in the Borough of Eastleigh or such other territory as may be agreed with the governing body of the Area from time to time.

4. MEMBERSHIP

Membership of the Group shall consist of all individual members of the Area as are allocated to the Group by the Board of Trustees in accordance with the RA’s Memorandum and Articles of Association and standing orders.

5. RELATIONS WITH THE AREA AND THE ASSOCIATION

The Group shall act in agreement with the Area Council and the Board of Trustees of the Association as laid down in Clause 6 of the RA’s Articles of Association. .

6. MANAGEMENT

  1. Subject to the directions of any Group Annual or Special General Meeting as to the exercise of its powers, the management and control of the Group shall be vested in a Committee which shall consist of the Honorary Officers and as many members of the Group as the Annual General Meeting shall from time to time decide, with a minimum of three. All members shall retire annually, but shall be eligible for re-election.
  2. The Committee shall decide when and where it shall meet, provided it shall meet at intervals not exceeding ten weeks.
  3. Five members shall form a quorum of the Committee, one of whom shall be the Chairperson or Secretary of the Group.
  4. The Committee shall have power to co-opt two additional members.
  5. The Committee shall have power to fill casual vacancies.
  6. The Committee shall report regularly to the Area Council.
  7. A special meeting of the Committee shall be called by the Secretary of the Group within fourteen days on the request of the Chairperson or of not less than fifty-one per cent of the members of the Committee.
  8. The Committee shall have the power to dissolve any sub-committee by sending written notice of its decision to all members of the sub-committee.
  9. The Committee at its first meeting of the year shall appoint its representative(s) to the Area Council. Whenever practicable the Group shall be fully represented at the meetings of the Area Council body and in the event of an appointed representative being unable to attend a substitute may be appointed by the Committee.
  10. The Committee shall receive at each meeting reports from the Honorary Officers and take all steps necessary to maintain the effective management of the Group.
  11. The Committee shall consider and deal with all matters of ordinary current administration and all matters affecting the interests of members of the Group, whether raised by members thereof or arising on communications from the national office of the Association, the Area Council, or otherwise.
  12. Communications to the Media on behalf of the Group (other than for the announcement of events organised for members of the public) shall be made only by the Honorary Officers.

7. OFFICERS

  1. The Honorary Officers of the Group shall be a Chairperson, a Treasurer, a Secretary, a Footpath Officer and such other Officers as the Group may determine and elect at the Annual General Meeting.
  2. The Honorary Officers shall retire at the Annual General Meeting following their election, but shall be eligible for re-election.
  3. The Chairperson and Secretary of the Group shall be ex-officio members of all Sub-Committees.
  4. On an Officer's retirement from office he/she shall hand over to his /her successor or to the Chairperson of the Group all equipment, books, maps, papers, documentation etc. appertaining to his/her office.
  5. The duties and responsibilities of the Footpath Officer shall be in accordance with Appendices 1 and 2 hereof.

8. SUB-COMMITTEES

The Committee shall have power to appoint sub-committees and to determine their powers and terms of reference, except that any sub-committee appointed to deal with matters concerning the establishment, diversion, extinguishment and maintenance of rights of way shall act in accordance with the powers and terms of reference as are set out in Appendix 2 to this Constitution.

9. RESIGNATION OR RETIREMENT

Any member of the Committee or a sub-committee shall vacate his or her office if:-

  1. he/she gives notice of his/her intention to resign to the Chairperson or Secretary; or
  2. he/she fails to attend three consecutive meetings of the Committee or any sub-committee as may be convened unless the failure to attend was due to some reason approved by the Committee or sub-committee;

provided always that retirement or resignation from the Committee shall automatically be construed as retirement or resignation from all sub-committees.

10. ANNUAL GENERAL MEETING

In November of each year the Committee shall convene an Annual General Meeting of the Group, of which not less than 14 days’ notice shall be given in writing or by email, according to stated preference,  to each member of the Group, and which all members of the Group shall be entitled to attend and at which only members allocated to the Group by the Association shall be entitled to vote to:

  1. Receive the Minutes of the previous Annual General Meeting, any Special General Meeting held during the previous year, the Annual Report of the  Committee and the independent examiner’s certificate.
  2. Appoint the Honorary Officers (in accordance with 7.1 above).
  3. Elect other members of the Committee (in accordance with 6.1 above).
  4. Appoint an independent examiner or examiners.
  5. Discuss and consider motions, notice of which shall have been given in writing to the Secretary, not less than 7 clear days before the date of the Annual General Meeting.
  6. Vote on any proposals to amend this constitution in accordance with Clause 14 hereof.

11. SPECIAL GENERAL MEETING

  1. A Special General Meeting may be called by the Chairperson or Secretary at any time.
  2. A Special General Meeting shall be called by the Chairperson or Secretary within 21 days of receiving a written request to do so signed by not less than 10 members of the Group including reasons for the request and an undertaking to pay for the hire of the meeting place and cost of distribution of notice in writing to each member of the Group. (The undertaking to pay for the aforementioned costs may be annulled if a majority of the members attending the meeting and voting to agree that the meeting was necessary. If not agreed, a sum of money equal to the aforementioned costs shall be given to the Chairperson or Secretary of the Group within 14 days of the date of the meeting).
  3. Fourteen days' notice shall be given in writing to each member of the Group.
  4. The notice of any Special General Meeting shall contain notice of the matters to be discussed and the wording of any motions which it is intended to move.
  5. All members of the Group shall be entitled to attend.
  6. Only members allocated to the Group by the Association shall be entitled to vote.

12. FINANCE

  1. All monies raised by and on behalf of the Group including any funding received from the Area shall be applied in furtherance of the objects of the Association. 
  2. The Honorary Treasurer shall keep proper financial records and report regularly to the Committee.  If required by the Area, he/she shall be responsible for the preparation of the annual budget for the Group and its submission to the Area Treasurer for approval.  He/she shall also be responsible for the preparation annually of Group income and expenditure accounts for the preceding Association financial year, a balance sheet showing the assets and liabilities at the end of the financial year.
  3. The independent examiner(s)’ report shall be addressed to the members of the Group and to the Area Treasurer. 

13. DISSOLUTION

If, in the event of the dissolution of the Group, confirmed by a majority of those present and voting at a general meeting of the Group, there remains after the satisfaction of its debts and liabilities any property whatever, it shall be transferred to the Area.

14. ALTERATIONS TO THE CONSTITUTION

  1. Insofar as any alteration or amendment is not inconsistent with the RA’s Memorandum and Articles of Association and standing orders, this Constitution may be amended, subject to prior approval of the Area governing body, at any General Meeting, in accordance with the approval of two-thirds majority of members present and voting. 
  2. Any proposals for such alteration must be delivered in writing to the Secretary of the Group not less than twenty eight days before the meeting of the Group at which it is to be discussed and not less than fourteen days' notice of this meeting, giving the terms of the proposed alteration shall be given to the members of the Group.

15. COPIES OF GROUP CONSTITUTION

Any member may have a copy of the Constitution of the Group on request and by forwarding a stamped addressed envelope to the Group Secretary.

16. NOTICE

The accidental omission to give notice of a meeting or the non receipt of a notice of meeting by any member shall not invalidate any proceedings or resolutions at any meeting of the Group or any committee.

Wherever this Constitution refers to notice in writing being given to members, it shall be acceptable for that notice to be by normal post or in the form of electronic mail and/or prominent display on the website of Eastleigh Group of Ramblers Association.

APPENDIX 1 

FOOTPATH OFFICER

  1. The Footpath Officer shall be responsible to the Committee for dealing with all matters concerning the establishment, diversion or extinguishment and maintenance of rights of way except from that time when the Committee decides to form a Footpath Sub-Committee for that purpose.

2.      The Footpath Officer shall report regularly to the Committee on all problems and actions taken except from that time when the Committee decides to form a Footpath Sub-Committee.

3.      The Footpath Officer shall prepare for consideration at the Annual General Meeting a written report summarizing his activities as Footpath Officer throughout the previous year except when a Footpath Sub-Committee exists.

APPENDIX 2

FOOTPATH SUB-COMMITTEE

1.      The Footpath Sub-Committee shall be responsible to the Committee for dealing with all matters concerning the establishment, diversion, extinguishment and maintenance of rights of way.

2.      The Footpath Sub-Committee shall be comprised of at least three members (other than Chairperson and Secretary) of the Committee (one of which shall be the Footpath Officer) and a number of members of the Ramblers' Association as the Footpath Sub-Committee may so determine.

3.      The Footpath Officer shall act as Secretary to the Footpath Sub-Committee and be responsible for effectively discharging the duties normally considered proper for a Footpath officer except that all decisions on the establishment, diversion and extinguishment of rights of way and all decisions on all aspects of representations to be made on rights of way matters shall be taken by a meeting of the Footpath Sub-Committee to which all members of that Sub-committee have been invited.

4.      When the position of Footpath Officer is temporarily vacant then the Footpath Sub-Committee shall elect a member of that Sub-Committee to act as temporary spokesperson and discharge the duties normally considered proper for a Footpath Officer, until such time as the vacancy of Footpath Officer is filled.

5.      The Footpath Sub-Committee shall send a copy of all the agreed minutes of its meetings to the Group Secretary within seven days of the minutes being agreed.

6.      The Footpath Sub-Committee shall prepare for consideration at the Annual General Meeting a written report giving a summary of all its activities during the previous year.

7.      The quorum of the Footpath Sub-Committee shall be three members one of whom shall be the Footpath Officer or the Footpath Sub-Committee's spokesperson.


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CONSTITUTION OF THE RAMBLERS' ASSOCIATION EASTLEIGH GROUP PRIOR TO THE ADOPTION OF THE NEW CONSTITUTION AT THE AGM OM 8 NOVEMBER 2008

1. NAME AND DEFINITION

The organisation is a Local Group of the Hampshire Area of the Ramblers' Association and its name is 'The Ramblers' Association Eastleigh Group'. The above bodies are hereinafter referred to as the 'Group' the 'Area' and the 'Association'.

*2. OBJECTS

The objects of the Group are to further within the territory specified in the succeeding clause the objects of the Association in such ways as the Area governing body may from time to time decide and subject to the overriding control of the National Council of the Association.

3. TERRITORY

The territory of the Group shall be the Borough of Eastleigh or such other territory as may be agreed with the governing body of the Area from time to time.

*4. MEMBERSHIP

Membership of the Group shall consist of all individual members of the Association as are allocated to the Group by the National Executive Committee in accordance with the national constitution RA's Memorandum and Articles of Association and standing orders. (See Note 2 below)

*5. RELATIONS WITH THE AREA AND THE ASSOCIATION

The Group shall act in agreement with the Area governing body and the Executive Committee of the Association, as laid down in Clause 5 of the Association's Constitution RA's Memorandum and Articles of Association.

6. MANAGEMENT

  1. Subject to the directions of any Annual or Special General Meeting as to the exercise of its powers, the management and control of the Group shall be vested in an Executive Committee which shall consist of the Honorary Officers and as many members of the Group as the Annual General Meeting shall from time to time decide, with a minimum of three. All members shall retire annually, but shall be eligible for re-election.
  2. The Executive Committee shall decide when and where it shall meet, provided it shall meet at intervals not exceeding ten weeks.
  3. Five members shall form a quorum of the Executive Committee, one of whom shall be the Chairperson or Secretary of the Group.
  4. The Executive Committee shall have power to co-opt two additional members.
  5. The Executive Committee shall have power to fill casual vacancies.
  6. The Executive Committee shall report in writing to the governing body of the Area (as and when required in writing by the governing body of the Area) on such matters as the governing body of the Area shall determine.
  7. A special meeting of the Executive Committee shall be called by the Secretary of the Group within fourteen days on the written request of the Chairperson or the written request of not less than fifty one per cent of the members of the Executive Committee.
  8. The Executive Committee shall have the power to dissolve any sub-committee by sending written notice of its decision to all members of the sub-committee.
  9. The Executive Committee at its first meeting of the year shall appoint its representative(s) to the Area governing body. Whenever practicable the Group shall be fully represented at the meetings of the Area governing body and in the event of an appointed representative being unable to attend a substitute may be appointed by the Executive Committee.
  10. The Executive Committee shall receive at each meeting reports from the Honorary Officers and take all steps necessary to maintain the effective management of the Group.
  11. The Executive Committee shall consider and deal with all matters of ordinary current administration and all matters affecting the interests of members of the Group, whether raised by members thereof or arising on communications from the national office of the Association, the Area governing body, or otherwise.
  12. Communications to the Media on behalf of the Group (other than for the announcement of events organised for members or the public) shall be made only by the Honorary Officers.

7. OFFICERS

  1. The Honorary Officers of the Group shall be a Chairperson, a Treasurer, a Secretary, a Footpath Officer and such other Officers as the Group may determine and elect at the Annual General Meeting.
  2. The Honorary Officers shall retire at the Annual General Meeting following their election, but shall be eligible for re-election.
  3. The Chairperson and Secretary of the Group shall be ex-officio members of all Sub-Committees.
  4. On an Officer's retirement from office he/she shall hand over to his /her successor or to the Chairperson of the Group all equipment, books, maps, papers, documentation etc. appertaining to his/her office.
  5. The duties and responsibilities of the Footpath Officer shall be in accordance with Appendices 1 and 2 hereof.

8. SUB-COMMITTEES

The Executive Committee shall have power to appoint sub-committees and to determine their powers and terms of reference, except that any sub-committee appointed to deal with matters concerning the establishment, diversion, extinguishment and maintenance of rights of way shall act in accordance with the powers and terms of reference as are set out in Appendix 2 to this Constitution.

9. RESIGNATION OR RETIREMENT

Any member of the Executive Committee or a sub-committee shall vacate his or her office if:-

  1. he/she gives written notice of his/her intention to resign to the Chairperson or Secretary; or
  2. he/she fails to attend three consecutive meetings of the Executive Committee or any sub-committee as may be convened unless the failure to attend was due to some reason accepted by the Executive Committee or sub-committee;

provided always that retirement or resignation from the Executive Committee shall automatically be construed as retirement or resignation from all sub-committees.

10. ANNUAL GENERAL MEETING

In November of each year the Executive Committee shall convene an Annual General Meeting of the Group, of which not less than 14 days notice shall be given in writing to each member of the Group, and which all members of the Group shall be entitled to attend and at which only members allocated to the Group by the Association shall be entitled to vote to:

  1. Receive the Minutes of the previous Annual General Meeting, any Special General Meeting held during the previous year, the Annual Report of the Executive Committee and the audited statement of the Accounts for the previous year ending 30 September.
  2. Appoint the Honorary Officers (in accordance with 7.1 above).
  3. Elect other members of the Executive Committee (in accordance with 6.1 above).
  4. Appoint an Auditor or Auditors.
  5. Discuss and consider motions, notices of which shall have been given in writing to the Secretary, not less than 7 clear days before the date of the Annual General Meeting.
  6. Vote on any proposals to amend this constitution in accordance with Clause 14 hereof.

11. SPECIAL GENERAL MEETING

  1. A Special General Meeting may be called by the Chairperson or Secretary at any time.
  2. A Special General Meeting shall be called by the Chairperson or Secretary within 21 days of receiving a written request to do so signed by not less than 10 members of the Group including reasons for the request and an undertaking to pay for the hire of the meeting place and cost of distribution of notice in writing to each member of the Group. (The undertaking to pay for the aforementioned costs may be annulled if a majority of the members attending the meeting and voting to agree that the meeting was necessary. If not agreed, a sum of money equal to the aforementioned costs shall be given to the Chairperson or Secretary of the Group within 14 days of the date of the meeting).
  3. Fourteen days' notice shall be given in writing to each member of the Group.
  4. The notice of any Special General Meeting shall contain notice of the matters to be discussed and the wording of any motions which it is intended to move.
  5. All members of the Group shall be entitled to attend.
  6. Only members allocated to the Group by the Association shall be entitled to vote.

12. FINANCE

  1. The Honorary Treasurer shall keep proper financial accounts and shall keep the Executive Committee informed as to the financial position of the Group at each meeting and in writing if requested by the Executive Committee.
  2. The Honorary Treasurer shall not later than seven days after the Annual General Meeting forward to the Treasurer of the Area a copy of the approved Group Income and Expenditure Accounts for the previous financial year and a Balance Sheet showing the assets and liabilities at the end of the financial year, together with a copy of the certificate of the auditor(s).

*13. DISSOLUTION

If, in the event of the dissolution of the Group, confirmed by a majority of those present and voting at a general meeting of the Group, there remains after the satisfaction of its debts and liabilities any property whatever, it shall be transferred to the Area.

*14. ALTERATIONS TO THE CONSTITUTION

  1. Insofar as any alteration or amendment is not consistent with the Constitution of the Association, this Constitution may be amended, subject to approval by the Area governing body, at any General Meeting, in accordance with the approval of two-thirds majority of members present and voting, but those clauses marked with an asterisk (*) may not be altered without the permission of the National Executive Committee of the Association.
  2. Any proposals for such Alterations must be delivered in writing to the Secretary of the Group not less than twenty eight days before the meeting of the Group at which it is to be discussed and not less than fourteen days' notice of this meeting, giving the terms of the proposed alteration shall be given to the members of the Group.

15. COPIES OF GROUP CONSTITUTION

Any member may have a copy of the Constitution of the Group on request and by forwarding a stamp addressed envelope to the Group Secretary.

APPENDIX 1 

FOOTPATH OFFICER

  1. The Footpath Officer shall be responsible to the Executive Committee for dealing with matters concerning the establishment, diversion or extinguishment and maintenance of rights of way except from that time when the Executive decides to form a Footpath Sub-Committee for that purpose.

2.     The Footpath Officer shall report regularly to the Executive Committee on all problems and actions taken except from that time when the Executive Committee decides to form a Footpath Sub-Committee.

3.     The Footpath Officer shall prepare for consideration at the Annual General Meeting a written report summarizing his activities as Footpath Officer throughout the previous year except when a Footpath Sub-Committee exists.

APPENDIX 2

FOOTPATH SUB-COMMITTEE

1.     The Footpath Sub-Committee shall be responsible to the Executive Committee for dealing with all matters concerning the establishment, diversion, extinguishment and maintenance of rights of way.

2.     The Footpath Sub-Committee shall be comprised of at least three members (other than Chairperson and Secretary) of the Executive Committee (one of which shall be the Footpath Officer) and a number of members of the Ramblers' Association as the Footpath Sub-Committee may so determine.

3.     The Footpath Officer shall act as Secretary to the Footpath Sub-Committee and be responsible for effectively discharging the duties normally considered proper for a Footpath officer except that all decisions on the establishment, diversion and extinguishment of rights of way and all decisions on all aspects of representations to be made on rights of way matters shall be taken by a meeting of the Footpath Sub-Committee to which all members of that Sub-committee have been invited.

4.     When the position of Footpath Officer is temporarily vacant then the Footpath Sub-Committee shall elect a member of that Sub-Committee to act as temporary spokesperson and discharge the duties normally considered proper for a Footpath Officer, until such time as the vacancy of Footpath Officer is filled.

5.     The Footpath Sub-Committee shall send a copy of all the agreed minutes of its meetings to the Group Secretary within seven days of the minutes being agreed.

6.     The Footpath Sub-Committee shall prepare for consideration at the Annual General Meeting a written report giving a summary of all its activities during the previous year.

7.     The quorum of the Footpath Sub-Committee shall be three members one of whom shall be the Footpath Officer or the Footpath Sub-Committee's spokesperson.


Note 1 - The Constitution was first approved at the First Annual General Meeting of the Eastleigh Group on 20 November 1989.

Note 2 - The deletions in Clause 4 and 5 and the words in italics were added as a result of amendments made by the Annual General Meeting of the Eastleigh Group on 12 November 2002.