4. Application of the Income and Property

The income and property of LFZ shall be applied solely towards the promotion of the objectives.

A trustee may be reimbursed for reasonable expenses incurred while acting on behalf of LFZ.

None of the income or property of LFZ may be transferred by way of profit to any member.

Permitted Benefits

• Members who are not trustees may receive reasonable remuneration for goods or services supplied to LFZ.
• Trustees may purchase goods or services from LFZ on the same terms as other members.
• Trustees may receive benefits as beneficiaries or members under the same terms as other members.
• The purchase of indemnity insurance for Trustees against liabilities arising from negligence, default, breach of duty, or breach of trust.

Insurance Exclusions

• Fines.
• Costs of unsuccessfully defending criminal prosecutions arising from fraud, dishonesty, wilful or reckless misconduct.
• Liabilities resulting from actions not in the best interests of LFZ.

Trustee Restrictions

Trustees may not be paid or receive any other benefit solely for acting as a Trustee.

A Trustee May

• Sell goods, services or land interests to LFZ.
• Be employed by LFZ or receive remuneration.
• Receive financial benefits where permitted under the constitution.

Conditions

• The Trustee must declare any personal interest in the proposal.
• The Trustee must not participate in discussions or decisions regarding the benefit.

Dissolution of LFZ

Members may pass a resolution specifying how the remaining assets and property of LFZ are to be applied upon dissolution.

The Trustees must comply with such resolutions where consistent with the provisions of the constitution.

Under no circumstances shall the net assets of LFZ be distributed among members except where a member is itself a registered charity.

The Trustees must notify the Charity Commission promptly after the dissolution of LFZ and submit final accounts where required.

5. Amendments

Any provision contained in Part 1 of this constitution may be amended, provided that:

• No amendment may be made that would cause LFZ to cease to be a charity at law.
• No amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members or donors of LFZ.
• No amendment may be made to Clause 4 without the prior written consent of the Commission.
• Any amendment to Part 1 must be approved by a simple majority of the members present and voting at a general meeting.

Any provision contained in Part 2 of this constitution may be amended by a resolution passed by a simple majority of the members present and voting at a general meeting.

A copy of any resolution amending this constitution must be sent to the Commission within twenty days of being passed.

6. General Meetings

• LFZ must hold a general meeting within twelve months of the adoption of this constitution.
• An Annual General Meeting (AGM) must be held every year and not more than fifteen months may elapse between successive AGMs.
• All meetings other than Annual General Meetings shall be called Special General Meetings.
• The Trustees may call a Special General Meeting at any time.
• The Trustees must call a Special General Meeting if requested in writing by at least ten members or one tenth of the membership, whichever is greater.
• The request must state the nature of the business to be discussed.
• If the Trustees fail to hold the meeting within twenty-eight days, the members may call a Special General Meeting in accordance with this constitution.

7. Notice

• The minimum notice period required for any General Meeting of LFZ is fourteen clear days from the date on which notice is deemed to have been given.
• A General Meeting may be called by shorter notice if all members entitled to attend and vote agree.

7. Notice

• The minimum period of notice required to hold any General Meeting of LFZ is fourteen clear days from the date on which the notice is deemed to have been given.
• A General Meeting may be called by shorter notice if agreed by all members entitled to attend and vote.
• The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted.
• If the meeting is to be an Annual General Meeting, the notice must clearly state this.
• The notice must be given to all members and to the Trustees.

8. Quorum

• No business shall be transacted at any General Meeting unless a quorum is present.
• A quorum shall consist of one member entitled to vote upon the business to be conducted at the meeting.
• The authorised representative of a member organisation shall be counted in the quorum.
• If a quorum is not present within half an hour of the appointed time, the meeting shall be adjourned.
• If during a meeting the quorum ceases to be present, the meeting shall be adjourned to a time and place determined by the Trustees.
• The Trustees must reconvene the meeting and provide at least seven clear days' notice stating the date, time and place.
• If no quorum is present within fifteen minutes of the reconvened meeting, the members present shall constitute the quorum.

9. Chair

General Meetings shall be chaired by the person who has been elected as Chair.

10. Adjournments

• The members present at a meeting may resolve that the meeting shall be adjourned.
• The Chair of the meeting shall decide the date, time and place of the reconvened meeting unless these details are specified in the resolution.
• No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the original meeting.
• If a meeting is adjourned for more than seven days, at least seven clear days' notice must be given stating the date, time and place of the reconvened meeting.

11. Votes

• Each member shall have one vote. In the event of an equality of votes, the person chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
• A written resolution signed by each member, or in the case of an organisation by its authorised representative, shall be effective as if passed at a General Meeting.
• The resolution may consist of several copies, each signed by one or more members or their authorised representatives.

12. Representatives of Other Bodies

• Any organisation that is a member of LFZ may nominate a person to act as its representative at any meeting of LFZ.
• The organisation must provide written notice to LFZ stating the name of its representative.
• The nominee shall not be entitled to represent the organisation until the written notice has been received by LFZ.
• The nominee may continue to act as the organisation's representative until written notice to the contrary is received.
• Any notice given to LFZ shall be considered conclusive evidence that the nominee is authorised to represent the organisation.
• LFZ shall not be required to determine whether the nominee has been properly appointed by the organisation.

13. Trustees

• LFZ and its property shall be managed and administered by a committee comprising the Trustees elected in accordance with this constitution.
• The Trustees of LFZ shall include the following key roles:
  • Chair
  • Treasurer
  • Secretary
• A Trustee must be a member of LFZ or the nominated representative of an organisation that is a member of LFZ.
• No person may be appointed as a Trustee if he or she is disqualified under the provisions of Clause 19.
• The number of Trustees shall not be less than three and, unless otherwise determined by a General Meeting, there shall be no maximum number of Trustees.
• The Trustee shall be the person elected at the meeting at which this constitution is adopted.
• A Trustee may not appoint another person to act on his or her behalf at meetings of the Trustees.

14. The Appointment of Trustees

• LFZ in General Meeting shall elect other Trustees.
• The Trustees may appoint any person who is willing to act as a Trustee. Subject to this constitution, they may also appoint Trustees to act as officers.
• Each Trustee shall retire at the conclusion of the next Annual General Meeting following his or her appointment but shall be eligible for re-election.
• No person may be elected as a Trustee at an Annual General Meeting unless prior written notice has been given to LFZ.
• The notice must:
  • Be signed by a member entitled to vote at the meeting.
  • State the intention to propose the appointment of the person as a Trustee or officer.
  • Be signed by the proposed person indicating willingness to act.
• The appointment of a Trustee must not cause the total number of Trustees to exceed the maximum number permitted by this constitution.

15. Powers of Trustees

The Trustees shall manage the business of LFZ and exercise their powers solely to further the Objects of the organisation.

• To raise funds while complying with all applicable statutory regulations and without undertaking substantial permanent trading.
• To purchase, lease, hire, exchange or otherwise acquire property and maintain or equip it for use.
• To sell, lease or otherwise dispose of any property belonging to LFZ, in accordance with the Charities Act 1993.
• To borrow money and use property as security for repayment, while complying with the relevant provisions of the Charities Act 1993.
• To cooperate with charities, voluntary bodies and statutory authorities and exchange information and advice.
• To establish or support charitable trusts, associations or institutions formed for purposes included within the Objects of LFZ.

15. Powers of Trustees (Continued)

• To acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for similar charitable purposes.
• To set aside income as a reserve against future expenditure in accordance with a written reserves policy.
• To obtain and pay for such goods and services as are necessary for carrying out the work of LFZ.
• To open and operate bank and other accounts as considered necessary and to invest or delegate the management of funds in accordance with the Trustee Act 2000.
• To undertake all other lawful activities necessary for the achievement of the Objects of LFZ.
• No alteration of this constitution or special resolution shall have retrospective effect so as to invalidate any previous act of the Trustees.
• Any meeting of Trustees at which a quorum is present may exercise all powers exercisable by the Trustees.

16. Disqualification and Removal of Trustees

A Trustee shall cease to hold office if he or she:

• Is disqualified from acting as a Trustee under Section 72 of the Charities Act 1993 or any statutory modification of that provision.
• Ceases to be a member of LFZ.
• Becomes incapable, due to mental disorder, illness or injury, of managing his or her own affairs.
• Resigns as a Trustee by giving notice to LFZ, provided that at least two Trustees remain in office.
• Is absent without permission from all Trustee meetings held during a period of six consecutive months and the Trustees resolve that the office be vacated.

17. Proceedings of Trustees

• The Trustees may regulate their proceedings as they consider appropriate, subject to the provisions of this constitution.
• Any Trustee may call a meeting of the Trustees.
• No decision may be made at a meeting of the Trustees unless a quorum is present at the time the decision is made.

17. Proceedings of Trustees

• The quorum for meetings of the Trustees shall be one.
• The person elected as Chair shall chair all meetings of the Trustees.
• The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this constitution.

18. Delegation

• The Trustees may delegate any of their powers or functions to a committee consisting of two or more Trustees.
• The terms of any delegation must be recorded in the minute book.
• The Trustees may impose conditions on any delegation, including:
  • The delegated powers are to be exercised exclusively by the committee concerned.
  • No expenditure may be incurred except in accordance with a budget previously approved by the Trustees.
• The Trustees may revoke or alter any delegation at any time.
• All acts and proceedings of committees must be fully and promptly reported to the Trustees.

19. Irregularities in Proceedings

Subject to the provisions of this clause, all acts of the Trustees or any committee of Trustees shall remain valid despite the participation of a Trustee who:

• Was disqualified from holding office.
• Had previously retired or was required to vacate office.
• Was not entitled to vote because of a conflict of interest or any other reason.

Such decisions shall remain valid provided that, without counting that Trustee's vote or presence in the quorum, the decision would still have been approved by a majority at a quorate meeting.

This provision does not permit a Trustee to retain any benefit conferred by a resolution that would otherwise have been invalid.

No resolution or act of the Trustees or any committee of the Trustees shall be invalidated solely because of any procedural irregularity, subject to the provisions of this constitution.

19. Irregularities in Proceedings

No resolution or act of:

• The Trustees;
• Any committee of the Trustees;
• LFZ in General Meeting;

Shall be invalidated due to a failure to give notice to any Trustee or because of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced the beneficiaries of LFZ.

20. Minutes

The Trustees must keep proper minutes of all:

• Appointments of Trustees made by the Trustees.
• Proceedings at General Meetings of LFZ.
• Meetings of the Trustees and committees of Trustees.
• The names of Trustees present at meetings.
• Decisions made during meetings.
• Where appropriate, the reasons for those decisions.

21. Annual Report, Annual Return and Accounts

The Trustees must comply with their obligations under the Charities Act 1993 regarding:

• The keeping of accounting records for LFZ.
• The preparation of annual statements of account.
• The transmission of statements of account to LFZ.
• The preparation and submission of an Annual Report to the Commission.
• The preparation and submission of an Annual Return to the Commission.

Accounts must be prepared in accordance with any Statement of Recommended Practice issued by the Commission or by another authorized body where applicable.

22. Registered Particulars

The Trustees must promptly notify the Commission of any changes to LFZ's entry on the Central Register of Charities.

23. Property

The Trustees must ensure that the title to all property and investments belonging to LFZ is properly vested.

• All land held by or in trust for LFZ that is not vested in the Official Custodian of Charities.
• All investments held by or on behalf of LFZ.
• Property must be vested either in a corporation entitled to act as Custodian Trustee or in not less than three individuals appointed as Holding Trustees.

23. Property

The terms of appointment of any Holding Trustees must provide that they may act only in accordance with the lawful directions of the Trustees.

Holding Trustees shall not be liable for the acts, defaults or decisions of the Trustees or the members of LFZ, provided they act in accordance with those lawful directions.

The Trustees may remove the Holding Trustees at any time.

24. Repair and Insurance

The Trustees must keep all buildings belonging to LFZ in good repair and insured to their full value against fire and other usual risks.

• This requirement does not apply to buildings where the tenant is responsible for repairs and insurance.
• Appropriate Public Liability Insurance must be maintained.
• Appropriate Employer's Liability Insurance must also be maintained.

25. Notices

• Any notice required by this constitution must be given either in writing or by electronic communication.
• Notices may be delivered personally to a member.
• Notices may be sent by prepaid post to the member's registered address.
• Notices may be left at the member's address.
• Notices may be sent electronically to the member's registered electronic address.
• Members who do not register an address with LFZ or whose only registered postal address is outside the United Kingdom shall not be entitled to receive notices.
• Members attending a meeting in person shall be deemed to have received notice of the meeting.
• Proof that a notice was properly addressed, prepaid and posted shall be conclusive evidence that notice was given.
• Proof that an electronic communication was properly addressed and sent shall be conclusive evidence that notice was given.
• Notices sent by post or electronic communication shall be deemed to have been received 48 hours after dispatch.

26. Rules

The Trustees may from time to time make rules or bye-laws for the conduct of the business of LFZ.

The bye-laws may regulate the following matters:

• The conduct of members of LFZ in relation to one another and to LFZ employees and volunteers.
• The setting aside of the whole or any part of LFZ premises at particular times or for specific purposes.
• Procedures at General Meetings and Trustee Meetings where such procedures are not already regulated by this constitution.
• The keeping and authentication of records, including electronic records and approved methods of electronic signatures.
• Any other matters commonly governed by the rules of an unincorporated association.

LFZ in General Meeting has the power to alter, add to or repeal the rules and bye-laws.

The Trustees must adopt appropriate methods to ensure that all members are informed of the rules and bye-laws.

The rules and bye-laws shall be binding on all members of LFZ. No rule or bye-law shall be inconsistent with or override any provision contained within this constitution.