Limited by Guarantee - Mem and Arts Checklist

The following are the main questions to be considered in drafting the Memorandum and Articles - that is, the constitution.

They are intended only as a guide to the issues to be covered, since there are potentially large variations in the internal structure which could be adopted.

Name and status

  • What is the name to be and is the word limited to be omitted
  • Is it intended to apply for charitable status

Objects and powers

  • What are the objects
  • Is there any geographically defined beneficial area for the objects and if so is it narrowly or broadly defined
  • Are there any special additional powers needed in addition to the usual

Membership

  • Is membership open to all
  • Does the Board have a discretion to refuse membership
  • Is there to be any provision for junior members, group members, and any special definition of group members
  • When is membership terminated: automatically on moving out of the district, on arrears of subscription, any other
  • Does the Board have powers to end membership on its own or only suspend with appeal to a general meeting

The Board

  • What is the composition of the Board
  • What is the Board of Directors to be called e.g. management committee, council, etc
  • Is there any restriction on the normal full powers of the Board, e.g. limit on borrowing
  • Is rotation on Board annual/biannual/ one third retiring each year
  • Can the Board co-opt additional members and if so how many
  • What are the individual Board officers, e.g. Chair, Secretary, Treasurer
  • Are Board officers elected by the Annual General Meeting or by the first meeting of the Board following the AGM
  • What is the Board quorum
  • Does the chair have a casting vote

Meetings

  • Is the quorum for general meetings a fixed number or percentage of membership
  • Does the chairman have a casting vote
  • Do employees get notice and minutes
  • May employees attend meetings
  • Who other than members and auditors gets notice of General Meetings

Dissolution

  • Are there any special rules for passing of assets on dissolution