THE LIFE ASSOCIATION

CONSTITUTION

1. NAME

The name of the Association is The Life Association ("The Association")

2. OBJECTS AND POWERS

2.1 The Association is established for the following objects:-

             (i)     The use of national and regional media to promote family values founded on biblical principles for application in today’s society

            (ii)     The publishing of newspapers and magazines that interpret and analyse the news with integrity and truth

          (iii)     The campaigning for social justice and accountable government without supporting any one political party

           (iv)     The promotion of trading links and opportunities between organisations and businesses with common aims and values to The Association.

            (v)     To invest and deal with the monies of The Association not  immediately required for the purpose of its business in or on such investments or securities and in such manner as may be considered expedient, and to dispose of or vary any such investments or securities.

           (vi)     To subscribe or guarantee money for any national, charitable benevolent, public, general, political or useful object, and to undertake and execute any trusts, the undertaking whereof may be considered expedient, and either gratuitously or otherwise.

         (vii)     To do all such other things as are conducive or incidental to the attainment of the above objects or to any of them.

2.2  In furtherance of such objects but not otherwise The Association may:

2.2.1    employ and pay any person or persons to supervise, organise and carry on the work of The Association and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their dependants.

2.2.2    bring together in conference representatives of business, voluntary organisations, Government departments, statutory authorities and individuals;

2.2.3    promote and carry out or assist in promoting and carrying out research, surveys, and investigations and publish the useful results thereof

2.2.4    arrange and provide for, or join in arranging and providing for, the holding of exhibitions, meetings, lectures, classes, seminars and training courses

2.2.5    collect and disseminate information on all matters affecting such objects and exchange such information with other bodies having similar objects in any country

2.2.6    undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by The Association

2.2.7    raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise

2.2.8    carry on trade directly, or indirectly through a separate trading company wholly owned by The Association, in so far as either the trade is exercised in the course of the actual carrying out of a primary object of The Association or is ancillary or incidental to the carrying out of the objects

2.2.9    cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual) as shall further the said objects

2.2.10  purchase, take on lease or in exchange, hire, or otherwise acquire any property and any rights and privileges necessary for the promotion of such objects and construct, maintain and alter any buildings or erections necessary for the work of The Association

2.2.11  make regulations for any property which may be so acquired

2.2.12  subject to such consents as may be required by law, sell, lease or otherwise dispose of all or any of the property or assets of The Association

2.2.13  accept gifts

2.2.14  The Association is not permitted to borrow money for any reason whatsoever

2.2.15  invest the money of The Association not immediately required in or on such investments, securities or property as may be thought fit, subject nevertheless to such conditions ( if any ) as may for the time being be imposed or required by law

2.2.16  do all such other things which are lawful and not contrary to biblical principles as are necessary for the attainment of such objects

2.2.17  establish where necessary local branches or fellowships

3.  MEMBERSHIP

3.1 Full membership of The Association shall be open to all those who accept as a statement of faith the original historic form of the Apostles Creed of the Christian religion and are

3.1.1    individuals of 18 years and over who are committed to furthering the work of The Association and

3.1.2    organisations, whether corporate or unincorporated, which are interested in furthering such work and have paid their subscription or membership fee

3.2 Each member organisation shall appoint one individual person to represent it and vote on its behalf at meetings of The Association. In the event of such person resigning or otherwise leaving an organisation, he or she shall immediately cease to be representative of such organisation

3.3 Each member organisation may appoint:

3.3.1    a deputy to replace its appointed representative if he or she is unable to attend any particular meeting of The Association; and

3.3.2    observers (who shall not be entitled to vote) to attend such meeting

3.4 The Life Association Board (see below) shall have the right:

3.4.1    to approve or reject applications for membership

3.4.2    for good and sufficient reason to terminate the membership of any individual or organisation provided that the member or organisation concerned or the individual representing such organisation (as the case may be) shall have the right to be heard by The Life Association Board before a final decision is made

3.5 In the event of the death of an individual member, membership may be transferred to another person nominated by the member prior to death, subject to clause 3.4.1 above

4.  OFFICERS

4.1   The Life Association Board (“The Board”) appointed at the founding of The Association shall continue in office until the first Annual General Meeting

4.2   The members of the Board when complete shall consist of not less than three members and the total number shall be determined by the Board

4.3   At the Annual General Meeting (see clause 8 below), The Association shall elect the Board, and such other officers as The Association shall from time to time decide

4.4   The Board shall hold office until the conclusion of the Annual General Meeting of The Association next after their election but shall be eligible for re-election

4.5   The Board shall automatically be members of any other committee appointed from time to time

4.6   The Board may appoint one or more qualified auditors and may determine their remuneration (if any)

5.  THE LIFE ASSOCIATION BOARD

5.1   Subject as mentioned below, the policy and general management of The Association shall be directed by The Life Association Board which shall meet not less than four times a year

5.2   The Board shall be elected at the Annual General Meeting of The Association in accordance with clause 5.5

5.3   Election to the Board shall be for three years.  Retiring team members shall be eligible for re-election

5.4   Only full members of The Association whether individual or representative shall be eligible to serve as members of the Board

5.5   Nominations as members of the Board must be made by full members of The Association in writing and must be in the hands of the nominated secretary at least 14 days before the meeting. Should nominations exceed vacancies, election shall be by ballot, or election shall be by postal voting the arrangements of which shall be made by the Board

5.6   In addition to the members so elected and to those serving by virtue of clause 4.4, the Board may co-opt further members who shall serve on the team until the conclusion of the next Annual General Meeting after individual co-option provided that the number of the co-opted members shall not exceed one third of the total membership of the Board

5.7   Any casual vacancy in the team may be filled by the Board and any person so appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting and shall be eligible for election at that meeting

5.8   The proceedings of the Board shall not be invalidated by any failure to elect, or any defect in the election, appointment, co-option or qualification of any member

5.9   The Board shall appoint and fix the remuneration (if any) of any officer or staff member as may be in its opinion necessary

5.10 The Board may appoint such special or standing committees as may be deemed necessary by the Board and shall determine their terms of reference, powers, duration, and composition. All acts and proceedings of such special or standing committees shall be reported back to the Board as soon as possible

6. DETERMINATION OF MEMBERSHIP OF THE LIFE ASSOCIATION BOARD

A member of the Board shall cease to hold office if he or she:

6.1   renounces, or shows lack of acceptance of the historic form of the Apostles Creed of the Christian religion; or

6.2   is subsequently proven guilty of a criminal act or dishonesty; or

6.3   becomes incapable by reason of mental disorder, illness or injury of managing or administering his or her own affairs; or

6.4   resigns his or her office in writing; or

6.4   is absent from three consecutive meetings of the Board and/or for good and sufficient reason three-quarters of the other members of the Board pass a resolution that such Board member shall be removed from office

7. TRADING COMPANIES

The Board may, at their discretion, establish or acquire limited companies that will:

7.1   trade in business in accordance with the objects of The Association

7.2   be wholly owned by The Association through holding the shares of such companies

7.3   pay dividends to The Association arising from profits earned by the trading company

Such dividend income, after payment of taxes, shall be used by the Board to pay the operating costs of The Association.  Any surplus shall be distributed to support Christian projects that are proposed by the Board and approved by the Members of The Association.

8. MEETINGS OF THE ASSOCIATION

8.1   Once a year, an Annual General Meeting of The Association shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Board shall determine. At least 21 clear days notice shall be given in writing or e-mail by the Secretary to each member. The business at such a meeting shall include;

¨       election of officers

¨       election of full members to serve on the Board

¨       appointment of an auditor

¨       consideration of an annual report

¨       consideration of annual financial accounts

¨       any other such transactions as may from time to time be considered necessary

8.2  The Chair of the Board may at any time at his or her discretion, or the Secretary shall within 21 days of receiving such written request so to do signed by not less than 12 members and giving reasons for the request, call a Special General Meeting of The Association.

8.3   Generally, all communication with members will be by e-mail unless any member specifically requests otherwise. 

9. RULES OF PROCEDURE AT ALL MEETINGS

9.1   Quorum

The quorum at a meeting shall be twelve members. The quorum of the Board or any committee appointed under clause 5.10 shall be three members.

9.2   Voting

Save as otherwise provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote. Arrangements for proxy voting may from time to time be made by the Board provided that no such arrangements shall be made with regard to clauses 12 and 13. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in the case of an equality of votes no decision shall be taken.

9.3   Minutes

Minute books shall be kept by the Board and all committees, and the appropriate secretary shall enter in the minute book a record of all proceedings and resolutions.

9.4   Standing orders and rules

The Board shall have power to adopt and issue standing orders and/or rules of The Association. Such standing orders and/or rules shall come into operation immediately provided that they shall be subject to review by The Association in general meeting and shall not be inconsistent with the provisions of this Constitution.

10. PAYMENTS

All monies raised by or on behalf of The Association shall be applied to further the objects of The Association and for no other purpose provided that nothing herein contained shall prevent:

10.1 the repayment to members of reasonable out-of-pocket expenses

10.2 the Board being entitled to effect policies of insurance or indemnity and paying any premiums thereon to cover the liability of the Board (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of negligence, default, breach of duty or breach of trust of which they may be guilty in relation to The Association; provided that any such insurance or indemnity shall not extend to any claim arising from any act or omission which the Board (or any of them) knew to be a breach of trust, or breach of duty, or which was committed by the Board (or any of them), in reckless disregard of whether it was a breach of trust or breach of duty or not.

11. FINANCE

11.1 The Board shall ensure that:

11.1.1  suitable accounting records are maintained

11.1.2  annual statements of accounts are prepared for members

11.1.3  the statements of accounts are independently examined or audited

11.1.4  the annual statements of accounts are made accessible to all members, (and a copy sent to any member who requests them)

11.2 An independently examined or audited statement of accounts for the last financial year shall be submitted by the Board to the Annual General Meeting

11.3 A bank account (or accounts as required) shall be opened in the name of The Association with HSBC Bank plc, or such other bank as the Board may decide. All cheques must be signed by not less than two authorised signatories.

12.  PROPERTY

Subject to the provisions of clause 11.2, the Board shall:

12.1 cause the title to all land and investments held by The Association to be vested either in a body entitled to act as a custodian, or in not less than three individuals appointed by the Board as holding trustees. Holding trustees may be removed by the Board, and shall act in accordance with their directions.  Provided they only act in accordance with the directions of the Board, the holding trustees shall not be liable for the acts or defaults of its members.

12.2 ensure that the holding trustees shall be indemnified against all expenses and other liabilities properly incurred by them in the discharge of their duties.

13.  ALTERATIONS TO THE CONSTITUTION

13.1 Subject to the following provisions of this clause, the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

13.2 No amendment may be made to clause 1 (the name of The Association clause) or clause 2 (the objects clause), clause 14 (the dissolution clause) or this clause without the prior consent in writing or e-mail of a majority of members.

14.  DISSOLUTION

14.1 If the Board decides at any time that it is necessary or advisable to dissolve The Association, it shall call a meeting of all members of The Association who have the power to vote, of which meeting not less than 90 days notice (stating the terms of the resolution to be proposed) shall be given. 

14.2 If such decision shall be confirmed by a two-thirds majority of those present and voting at such meeting, the Board shall have power to dispose of any assets held by or on behalf of The Association.

14.3 Any assets remaining shall be given or transferred to such other institution or institutions having similar objects to those of The Association as the Board may determine.

15.  NOTICES

Any notice may be served on any member by a selected member of the Board either personally or on its appointed representative as the case may be or by sending it through the post in a prepaid letter addressed to such member at his or her last known address, and any letter so sent shall be deemed to have been received within 10 days of posting. Notice may be served by e-mail or other electronic means when the member has given express permission to receive notice in this way.

SIGNED as a true copy of the CONSTITUTION of The Life Association on the seventeenth day of January 2003, by the founding members of The Life Association:

FULL NAME:  Nicholas Philip Damary Thompson	18 Beech Avenue, Hayfield Green, Doncaster, DL9 3LZ
FULL NAME:  Charles Geoffrey Gardner	50 Nutwell Lane, Armthorpe, Doncaster  DN3 3JF
FULL NAME:  John David Huckett	20 Brookside Crescent, Cuffley, Hertfordshire  EN6 4QN
FULL NAME:  Clifford Hill	Moggerhanger Park, Bedford  MK44 3RW