Constitutions
Unincorporated Associations

Purposes and Objects
Members
Committees
Treasurer
Secretary
Chairman
General Meetings
Dissolution

There is no legal requirement for an unincorporated association to have a formal constitution or written set of rules. Associations are quite capable of existing without one. Unincorporated associations are based on contract and an oral contract is quite sufficient. The rules, whether written or oral, represent the contract between the members which is the basis of the association.

HOWEVER, it is advisable to set out the rules of an association in writing for several reasons:-

1. The law relating to unincorporated associations is not fully settled and complex. It is better to rely on clear rules in a written constitution rather than the general law.

2. There will inevitably be disagreement as to the content of the rules if they are oral, a written constitution at least sets out the rules even if there is dispute as to their precise effect.

3. Carefully drafted rules can protect officers and members of the committee from personal liability in tort and on contracts.

4. A written constitution or set of rules formally recognises the association and gives it a certain identity.

5. Well drafted rules are the first step in satisfying essential requirements of an unincorporated association when seeking recognition from funding bodies such as the National Lottery etc

6. It is necessary that there should be a good understanding between all the members - a well written constitution helps in that understanding.

The Rules - The Constitution

The Constitution governs the entire operation of the association and they should clearly be drafted with care. The Constitution should deal with all those matters likely to occur in the ordinary running of the association. The more matters which are clearly set out in the rules, the less possibility there is of a dispute arising.

The matters which may need to be dealt with in the rules are the

• Name of the association

• Purposes and Objects of the association

• Membership - subscription - expulsion

• Committees

• Dissolution

• Property

Purposes and Objects

The constitution should detail the main objects of the organisation. In simple terms this is a statement of why their organisation exists (e.g. to promote artistic endeavour, to relieve poverty, to promote youth education). The objects should be distinguished from powers.

Membership

A constitution should clearly state who is eligible to become a member and any qualifications that may be required. Rights arising from membership should also be broached, as should how these may be varied or transferred and how membership may be brought to an end. The actual membership of an unincorporated association at any one time is important because only a member is entitled to a voice in the running of an association and to vote at general meetings. The rules should, therefore, set out clearly the procedure to be followed for admission to membership and for resignation.  If an association wish to restrict membership, for example to people holding certain views or from a particular area, suitable conditions for membership should be set out in the rules.

Committees

Those involved in the management or control of the organisation will have been elected or nominated in which case procedures for such appointments should be included in the constitution. It may be the case that reserved places are kept open for representative interests such as another named organisation or individual. These provisions will need to be included in the drafting. Detailed procedures for re-election and co-option of new officials may be considered desirable as will provisions detailing the actual powers and authority which the members have delegated to those in management or control.
The functions of the committee cannot be carried out by a single member, for example, the chairman.  The committee should always, therefore, ratify actions taken by the chairman alone between the meetings.

To ensure that the work of an association is carried out efficiently and that important matters are not left in abeyance, it is useful to stipulate in the rules of the association the maximum time which can elapse between meetings of the committee.  The rules may also provide a general power for the committee to setup sub-committees.
Committee powers are to be exercised in the interests of the association as a whole, and not in the interests of a particular section of the committee.
One way to ensure that the committee remains unbiased is to limit the length of time for which any member of an association may serve on the committee. This can be done by providing in the rules  either that a new committee is to be elected every year or that a set proportion of the committee retires at the annual general meeting. It is also useful to include a power'' to enable the committee to co-opt a limited number of ordinary members on to the committee to provide additional expertise as and when required.

Treasurer

The treasurer should keep the accounts of the association and make up an annual statement of accounts and balance sheet for the annual general meeting. For the sake of clarity these duties may be set out in a separate rule, although they may be implied.  The rules may provide for an auditor and the treasurer, in that case, should prepare figures for the auditor. To ensure that the financial affairs of an association are kept under control, it is useful to require the treasurer to make regular reports at meetings of the committee.
The treasurer is normally one of the signatories of the associations' bank account and, with the other signatories, should ensure that the money is applied solely for the purposes of the association. He/she should also ensure that regular payments are made on time.

Secretary

The secretary is generally responsible for:

• Day to day running of the association

• Deal with correspondence

• Collect subscriptions

• Keep lists of members

• Organise meetings.

In relation to committee meetings:

• Liaise closely with the chairman

• Prepare an agenda

• Send a copy to each member of the committee with the notice convening the meeting.

• Take notes and subsequently prepare minutes.

Before any general meeting, he/she should collect any resolutions which are to be proposed
collect nominations for the election of officers, ensuring that they are properly proposed and seconded.
The secretary should make sure that there is a room available for the meeting and, if the association does not have its own premises, this will have to be booked. If the meeting is very large or if trouble is anticipated, he/she should arrange for stewards to be present.  At the meeting the secretary should ensure that the minutes of the last general meeting are signed by the chairman and then kept safely.

Chairman

The chairman is responsible for the overall running of the association with the assistance of the treasurer and secretary during his/her period of office and he/she will usually be required to provide a report on the year's proceedings for the annual general meeting. The chairman's main duties are in relation to the running of the associations' meetings, both general and committee.
His/her function there is threefold:

1. to preserve order

2. to take care that the proceedings are conducted in a proper manner

3. to ensure that the sense of the meeting is properly ascertained with regard to any question which is before the meeting.

All these duties must be carried out in good faith. The chairman must not, for example, introduce a motion of his own which is not on the agenda or adjourn the meeting simply because it is not going his/her way.

(1) Preservation of order

The chairman should see that the business of the meeting runs smoothly. he/she should, for example, rule out of order rowdy or intolerant speakers. If there is power in the rules to expel a member for disruptive conduct and this is exercised, care should be taken to see that no more force than necessary is used to remove the member." Any non-member present without invitation is a trespasser and can be removed with minimum force.
If several members are being difficult and disorder results the chairman should consider adjourning the meeting for calm to be restored.

(2) Proceedings to be conducted In a proper manner

Before the meeting even starts the chairman should ascertain that it has been properly convened, that all the papers are in order and that a quorum is present.
The chairman should only depart from the order set out in the agenda for good cause and with the agreement of the meeting.

During the progress of the meeting the chairman should see that the rules are followed, that speakers address the chair on the resolution in question and that everyone who wishes to speak can do so.

He/she will also be required to rule on points of order. To avoid difficulties and prolonged debate, an association may consider it desirable to have a rule that the chairman's decision on the interpretation of the rules is final.
Whilst the meeting is in progress the chairman must remain impartial. If he/she wishes to speak during a debate on any resolution in which he/she has an interest he/she should leave the chair.

(3) Sense of the meeting to be ascertained
The chairman should always make sure that the members know precisely the question before them whether by asking the secretary to read out the formal motion, or in a more informal committee meeting, by summing up clearly. If the wish of the members is clear, no vote need be taken but if there is any doubt the chairman should put the matter to a vote, if necessary by adjourning to allow a poll to be taken. The chairman should preside over any vote and declare the result, for or against.

General Meetings

It is usual for the rules to provide for an annual general meeting of an association. This allows the association to review the previous year's events by hearing the chairman's and treasurer's reports and to elect the officers and committee for the next year. The annual general meeting also provides an opportunity for the members to put their own resolutions and to question informally the officers and members of the committee. If the date of the meeting is fixed in the rules there is no need to give formal notice.

The rules should also make provision for special or extraordinary general meetings between annual general meetings to deal with matters of importance which cannot be left to the committee. A special general meeting may be called, for example, to discuss whether it is necessary to borrow funds or whether to purchase new premises when such decisions cannot wait until the next general meeting. To prevent an individual member disrupting the smooth running of the association, it is usual to provide that a special general meeting may only be called by the committee or by a minimum number of members signing a requisition.

A notice for a meeting should state when and where the meeting is to be held and set out clearly the business to be transacted. If the rules specify the amount of notice required for a meeting such a rule must be complied with.  A few days will be sufficient, for example, for a local residents' association but not for a county or national society.

Dissolution

Unincorporated associations do not last for ever and eventually most are wound-up voluntarily by resolution of the members.  When an unincorporated association is wound-up the question arises as to what is to happen to the surplus assets. The possible answers are for the assets to go to a suitable charity or to held on resulting trust or to be divided amongst the members.

Most rules' contain power for a majority of the members to resolve to dissolve the association at a special general meeting. Whatever the procedure laid down, it should be followed carefully.