HELP A FRIEND FUND
(Adopted by resolution on 7 March 2016 to replace the constitution adopted on
1 May 2013 as amended on 16 July 2013)
Constitution of the Steve Charles Help A Friend Fund
1. Date and adoption of Constitution
This constitution was adopted by a resolution passed at a meeting held on 7 March
2016 to replace the constitution adopted on 1 May 2013 as amended on 16 July 2013.
The name of the Charity is Steve Charles Help A Friend Fund.
The objects of the Charity are, for the public benefit, to preserve and protect the
health of members of the public living within the administrative districts of
West Dorset and Weymouth and Portland (as constituted at the date of this
constitution) by providing and assisting in the provision of facilities, support services
and equipment not normally provided by the statutory authorities to persons who are
experiencing emotional or domestic difficulties or problems consequent on mental or
The Trustees have power to do anything lawful which in their opinion is calculated to
further the objects of the Charity.
5. Membership of the Charity
5.1 The Members of the Charity shall be those persons who are its Trustees.
5.2 A person shall cease to be a Member on ceasing to be a Trustee.
6. Trustees – Functions and duties
The Trustees shall manage the affairs of the Charity It is the duty of each Trustee to:-
6.1 exercise his/her powers and perform his/her functions in his/her capacity as
such in the way he/she decides in good faith would be most likely to further
the purposes of the Charity; and
6.2 exercise in the performance of those functions such care and skill as is
reasonable in the circumstances having regard in particular to:-
6.2.1 any special knowledge or experience that he/she has or holds
himself/herself out as having; and
6.2.2 if he/she acts as a Trustee in the course of a business or profession any
special knowledge or experience that it is reasonable to expect of a
person acting in the course of that kind of business or profession.
7. Benefits and payments to Trustees and Connected Persons
7.1 A Trustee is entitled to be reimbursed from the property of the Charity or may pay out
of such property reasonable expenses properly incurred by him/her when acting on
behalf of the Charity.
7.2 A Trustee may benefit from trustee indemnity insurance cover purchased at the
Charity’s expense in accordance with and subject to the conditions in section 189 of
the Charities Act 2011.
7.3 None of the income or property of the Charity may be paid or transferred directly or
indirectly by way of dividend, bonus or otherwise by way of profit to any Trustee or
7.4 Save as provided for elsewhere in this clause no Trustee or Connected Person
7.4.1 buy or receive any goods or services from the Charity on terms preferential to
those applicable to members of the public;
7.4.2 sell goods, services, or any interest in land to the Charity;
7.4.3 be employed by, or receive any remuneration from, the Charity; or
7.4.4 receive any other financial benefit from the Charity.
7.5 In this clause the expression “Connected Person” has the meaning attributed to it in
section 118 of the Charities Act 2011
8. Number of Trustees
8.1 There must be at least two Trustees. If the number falls to one the remaining
Trustee may act only to appoint a new Trustee.
8.2 There is no maximum number of Trustees.
9. Appointment of Trustees
9.1 Those persons who are Trustees at the date of adoption of this constitution shall
remain so subject to the provisions of this clause and of clause 10 below.
9.2 Further Trustees shall be such natural persons as are aged sixteen or over as the
Trustees shall from time appoint but no person shall become a Trustee until he/she has
indicated his/her acceptance in a letter addressed to the Trustees or in such other
manner as the Trustees may decide.
9.3 Trustees shall serve for a term of five after which they shall retire but they shall be
eligible for reappointment and may serve for any number of five year terms. In the
case of a Trustee who is in office at the date of the adoption of this constitution his
term shall run from the date on which he was first appointed.
9.4 The appointment and any reappointment of Trustees shall be effected by way of
resolution at a properly convened meeting of the Charity Trustees.
9.5 Every person who is a Charity Trustee shall by virtue of that office be also a Member.
10. Retirement and removal of Trustees
A Trustee shall cease to hold office if he/she:-
10.1 retires in accordance with sub-clause 9.3 and is not reappointed;
10.2 retires voluntarily which he/she may do at any time by written notice to the
Trustees provided that such retirement will not reduce the number of Trustees
to only one;
10.3 is absent without the permission of the other Trustees from all their meetings
held within a period of six months and the other Trustees so resolve;
10.5 becomes incapable by reason of mental disorder, illness or injury of managing
and administering his/her own affairs; or
10.6 is disqualified from acting as a trustee by virtue of sections 178 to 180
of the Charities Act 2011.
11. Decision making
11.1 All decisions must be taken by way of resolution either to be agreed at a meeting of
the Trustees or to be in written or electronic form.
11.2 Any decision made by way of resolution in written or electronic from must be agreed
by all the Trustees and if in written form all Trustees must sign a document containing
the text of the resolution although not all the Trustees need sign the same document
and if in electronic form all Trustees must signify agreement.
12. Meetings of Trustees
12.1 Any Trustee may call a meeting of the Trustees but in doing so must state the business
to be considered at the meeting and take reasonable steps to ensure that all Trustees
have an opportunity to attend.
12.2 Subject to sub-clause 12.1 above the Trustees shall decide how their meetings are to
be called and what notice is required.
13. Chairing of Trustees’ meetings
The Trustees may appoint one of their number to chair their meetings and may at any
time revoke such appointment. If no Trustee has been appointed or if so appointed is
unwilling to preside or is not present within ten minutes after the time the meeting is
due to begin the Trustees present may appoint one of their number to chair the whole
of that meeting.
13. Procedure at Trustees’ meetings
13.1 No decision shall be taken at a meeting unless a quorum is present both when the
matter in question is under discussion and at the time when the decision is taken.
13.2 A quorum is two Trustees or if greater one third of the number of all the Trustees (or
if that number is not divisible by three the number nearest to one third).
13.3 Questions arising at a meeting shall be decided by a majority of those present and
eligible to vote.
13.4 In the case of an equality of votes the person chairing the meeting shall have a second
or casting vote.
14.1 The Trustees may at a meeting specially called by not less than fourteen days’ written
notice to all Trustees resolve to dissolve the Charity. Any resolution to that effect
must be supported by the votes of not less than seventy-five per cent of those
Trustees present at the meeting at the time the vote is taken.
14.2 If the members resolve to dissolve the Charity the Trustees will remain in office and
be responsible for winding up the affairs of the Charity in accordance with this clause.
14.3 The Trustees must collect in all the assets of the Charity and must settle or make
provision for settlement of all the liabilities of the Charity.
14.4 The Trustees must apply any remaining property or money:-
14.4.1 directly for the objects of the Charity; or
14.4.2 by transfer to any other charity registered by the Charity Commission having
objects the same as or similar to those of the Charity; or
14.4.3 in such other manner as the Charity Commission may approve in writing in
15.1 The Trustees may from time to time by resolution amend the terms and provisions of
this constitution. The provisions of sub-clause 14.1 above as to the calling of the
meeting and the passing of the necessary resolution shall apply.
15.2 Except with the prior consent of the Charity Commission no resolution to amend this
constitution may be passed which would alter the objects of the Charity as set out in
clause 3 above or alter the provisions of clause 7 above (Benefits and payments to