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1. NAME

The name of the charity is The Friends Priory Park & The Green (hereinafter called “The Friends”)

2. THE OBJECTIVES of The Friends are to:-

(a) Promote the benefit of the inhabitants of the neighbourhood of Priory Park defined by the attached map (hereinafter called “the area of benefit”) without distinction of sex, sexual orientation, race, or political, religious or other opinions by associating together the said inhabitants, the local authority, voluntary and other organisations in a common effort to advance education and to provide facilities in the interests of social welfare for recreational and leisure time occupation with the objective of improving the conditions of life for the said inhabitants;

(b) To provide in the interests of social welfare a public recreation ground and park facilities (to be known as “Priory Park & The Green” hereinafter called “The Park”) for the use of the inhabitants of the area of benefit as defined above and to manage and maintain the same (whether alone or in cooperation with the local authority or person or body) in furtherance of these objectives;

The Friends shall be non-party in politics and non-sectarian in religion;

3. IN furtherance of the said objectives but not otherwise The Friends shall have power to:

(a) Bring together in conference representatives of voluntary organisations, Government departments, statutory authorities and individuals;

(b) To co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objectives or of similar charitable purposes and to exchange information and advice with them;

(c) Arrange and provide for either alone or with others all forms recreational and other leisure time activities of the holding of exhibitions, meetings, lectures, classes, seminars or training courses appropriate to the estate;

(d) Collect and disseminate information on all matters relating to its objectives and to exchange such information with other bodies having similar objectives whether in the United Kingdom or elsewhere;

(e) Write print or publish in whatever form such papers pamphlets or other documents including films and recorded material as such further its objectives and to issue or circulate the same whether for payment or otherwise;

(f) Purchase, take on, lease or in exchange hire or otherwise lawfully acquire such property or other right and privileges as may be necessary for the promotion of its objectives and to construct maintain or alter the same SUBJECT TO the provisions of Clause 18 hereof;

(g) Make regulations for the proper supervision control and management of any property which may be so acquired;

(h) Sell let dispose of or turn to account all or any of its property or assets SUBJECT TO such consents as may be required by law;

(i) Raise funds and invite or receive donations and contributions whether by subscription or otherwise PROVIDED THAT The Friends shall not undertake or in any way engage in any permanent trading activities in raising funds for its charitable objectives and shall conform to any relevant requirements of the law;

(j) Support any charitable trusts associations or institutions formed for all or any of the objectives;

(k) Receive money on deposit or loan or overdraft in such manner as The Friends may think fit SUBJECT TO such contents or on such conditions as may be required by law;

(1) Invest money not immediately required for its objectives in or upon such investments securities or property as The Friends may think fit SUBJECT NEVERTHELESS to such conditions (if any) as may for the time being be imposed by law;

(m) Borrow money and SUBJECT TO such consents as may be required by law to charge all or any of the property of The Friends with the repayment of the money so borrowed;

(n) Subject to Clause 14 hereof employ such persons (who shall not be members of the General Committee) as are necessary for the proper pursuit of the objectives and make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

(o) Remunerate any member of the General Committee for services rendered to The Friends PROVIDED THAT:-

i) Such member shall not be present at or take part in any discussions or decision relating to such remuneration;

ii) Any decision to remunerate such member shall be taken unanimously by the other members present and voting at the meeting at which the decision is made;

iii) The other members are satisfied that the level of remuneration is reasonable and proper having regard to the services rendered by such members of The Friends;

iv) The other members are satisfied that the services rendered to The Friends are of special value to The Friends having regard to such members ability qualifications or experience and or to the level of remuneration for which he /she has agreed to provide them;

v) The number of such members for the time being in receipt of remuneration shall not exceed a minority of the members of the General Committee;

(p) Insure and arrange insurance cover and to indemnify its employees and voluntary workers from and against all such risks incurred in the course of the performance of their duties as may be thought fit;

(q) Provide indemnity insurance for the members of the General Committee (or any of them) out of the funds of The Friends PROVIDED THAT any such insurance shall not extend to any claim arising from any act of omission which the members of the General Committee (or any of them knew to be a breach of duty or breach of trust or which was committed by members of the General Committee (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not);

(r) Affiliate to the National Federation of Community Organisations (Community Matters) or to other organisations with similar charitable objectives;

(s) Do all such other lawful things as shall further the charitable objectives of The Friends;

4. MEMBERSHIP

(a) Shall be open irrespective of sex, sexual orientation, race, nationality or political, religious or other opinion to:-

(i) Individuals aged eighteen years and over:-

(a) Who live in the area of benefit that shall be known as Full Members who shall have the right to vote at General Meetings of The Friends;

(b) Who live outside the area of benefit who shall be known as Associate Members and who may attend as observers but who shall not have the right to vote at General Meetings of The Friends PROVIDED THAT they shall have power to elect 2 of their number to represent them and vote on their behalf at General Meetings and at meetings of the General Committee;

(ii) Individuals aged less than eighteen years whether living within or outside the area of benefit that shall be known as Junior Members and who may be admitted to membership subject to such conditions as the General Committee may decide. They shall have the power to elect two of their number to represent them without the right to vote at meetings of the General Committee. Any Junior Members may also attend General Meetings as observers but shall not have the right to vote;

(iii) Associations and organisations whether corporate or unincorporated (and including branches of national or international organisations) which operate solely or in part within the area of benefit are voluntary or non-profit distributing and which wish to support the objectives of The Friends which shall be known as Affiliated Groups;

(iv) The Statutory Authorities in whose administrative area the area of benefit lies;

(b) Each member organisations as set out in Clause 4(a) (iii) and (iv) above and each Section established in accordance with Clause 6 below shall appoint one individual person being a member thereof to represent it and vote on its behalf at meetings of the General Committee and at General Meetings of The Friends and may appoint an alternative being a member thereof to replace its appointed representative as an observer at such meetings if the appointed representative is unable to attend; in the event of such individual person resigning or leaving a member organisation of Section, he or she shall forthwith cease to be a representative of thereof; the member organisation concerned shall have the right to appoint a new representative informing the Secretary in writing;

(c) Individual members admitted under Clause 4(a) (i) (a) or elected as voting representatives appointed under Clause 4(b) above shall hereafter to as Members with power to vote;

5. SUBSCRIPTIONS

All individual members and Affiliated Groups shall pay such subscriptions as the General Committee may from time to time determine;

6. SECTIONS

Sections shall be such groups of individual members as may with the permission of the General Committee be formed within The Friends for the furtherance of common activities. The General Committee shall determine the terms of reference and functions of each such section and the duration of its activities;

7. RESIGNATIONS AND TERMINATION OF MEMBERSHIP

(a) Any member of The Friends may resign his or her membership and a representative of a member organisation or Section may resign such position by giving to the Secretary of The Friends written notice to that effect;

(b) The General Committee may by resolution passed at a meeting thereof terminate or suspend the membership of any member if in its opinion his or her conduct is prejudicial to the interests and objectives of The Friends PROVIDED THAT the individual member or representative of the Member Organisation (as the case may be) shall have the right to be heard by the General Committee before the final decision is made. There shall be a right of appeal to an independent arbitrator by mutual agreement;

8. GENERAL MEETINGS OF THE FRIENDS

(a) Annual General Meetings once in each calendar year;

An Annual General Meeting of The Friends shall be held at such time and place as the General Committee shall determine being not more than fifteen months after the adoption of this constitution and thereafter the holding of the preceding Annual General Meeting. The meeting may be called on giving 21 clear days written advance notice to all Full Members and at least 21 clear days advance notice being posted in a conspicuous place or places in the area of benefit and or advertised in a newspaper circulating in the area of benefit;

The business of each Annual General Meeting shall be;

(i) To receive the Annual Report of the General Committee which shall incorporate the accounts of The Friends referred to below and gives an account of the work of The Friends and its activities during the preceding year;

(ii) To receive the accounts of The Friends for the preceding financial year;

(iii) To elect the Honorary Officers of The Friends in accordance with the Clause 9 hereof;

(iv) To note the names of the persons appointed or elected to serve as members of the General Committee under Clause 10(a) (ii)(iv) hereof

(v) To elect representatives of the Full Members to serve on the General Committee in accordance with Clause 10(a) (v) hereof;

(vi) To appoint one or more qualified auditors or independent examiners for the coming year to audit or examine the accounts of The Friends in accordance with the Charities Act 1993 (or any statutory modification or re-enactment of that Act);

(vii) To consider and vote on any proposals to alter this constitution in accordance with Clause 22 hereof;

(viii) To consider any other business of which due notice has to be given;

(b) Special General Meetings; The Chair of the General Committee may at any time at his or her discretion and the Secretary shall within 21 days of receiving a written request so to do signed by not less than 12 members with power to vote and giving reasons for the request call a special meeting of The Friends to consider the business specified on the notice of meeting and for no other purpose. Such Meeting may be called on giving 14 days clear advance notice being posted in a conspicuous place or places in the area of benefit and or advertised in a newspaper circulating in the area of benefit;

9. HONORARY OFFICERS

(a) Only members of The Friends aged eighteen years and over shall be eligible to serve as Honorary Officers;

(b) The members with power to vote present at the Annual General Meeting shall elect the Treasurer and Secretary of The Friends and such other Honorary Officers as The Friends may from time to time decide who shall serve in the respective capacities as Honorary Officers of the General Committee and of any Executive Committee which may be established in accordance with Clause 11 hereof. Such Honorary Officers may be appointed as members of any subcommittees established in accordance with Clause 12 hereof;

(c) At its first meeting after the Annual General Meeting the General Committee shall elect from among its members a Chair and Vice Chair who shall serve in their respective capacities as Honorary Officers of any Executive Committee, which may be established in accordance with Clause 11 hereof. Such Honorary Officers may be appointed as members of any sub-committees established in accordance with Clause 12 hereof;

(d) An Honorary Officer shall cease to hold office if he or she notifies the Secretary of The Friends in writing of his or her resignation;

(e) If a vacancy occurs by death, resignation or disqualification among the Honorary Officers of The Friends of the General Committee the General Committee shall have the power to fill it from among its members;

(f) Subject to sub Clause (d) of this Clause all Honorary officers shall hold office until the conclusion of the next Annual General Meeting of The Friends and shall be eligible for re-election;

10. THE GENERAL COMMITTEE

Subject to the provisions of Clause 9 hereof the policy and general management of the affairs of The Friends shall be directed by the General Committee, which shall meet not less than 4 times a year. As the charity trustees the General Committee shall have the power to enter into contracts for the purposes of The Friends on behalf of all the members and may exercise on the behalf of The Friends any or all of the powers enumerated in Clause 3 hereof;

11. GENERAL COMMITTEE STRUCTURE

(a) The General Committee shall consist of:

(i) The Honorary Officers elected under Clause 9 hereof;

(ii) One representative appointed by each Affiliated Group and Statutory Authority in accordance with Clause 4(b);

(iii) One representative appointed in accordance with Clause 4(b) hereof by each established in accordance with Clause 6 hereof;

(iv) Two representatives of Associate members elected in accordance with Clause 4(a) (i) (b) hereof;

(v) Up to two representatives of Full Members of such larger number as shall be equal to the number of General Committee members appointed in accordance with sub-Clause (a)(ii) and (iii) of this Clause to be elected by the Full Members present at the Annual General Meeting;

(vi) Persons co-opted individually by the General Committee who shall serve on the General Committee until the conclusions of the next annual General Meeting PROVIDED THAT the number of members elected and appointed to the General Committee in accordance with the provisions of this sub-Clause and enumerated above;

(b) All members of the General Committee shall retire from office together at the conclusion of the Annual General Meeting next after the date on which they came into office but they may be re-elected or reappointed;

(c) If casual vacancies occur among the elected members of the General Committee it shall have the power to fill these from among the members of The Friends;

(d) The proceedings of the General Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member;

(e) A member of the General Committee shall cease to hold office if he or she:

(i) Is disqualified from holding such office by virtue of Section 72 of the Charities Act 1993 (or any statutory modification or reenactment of that provision) or;

(ii) Becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs or;

(iii) Is absent without the permission of the General Committee from all its meetings held within a period of six months and the General Committee resolves that he or she shall cease to hold office or;

(iv) Notifies the General Committee in writing of his or her resignation (PROVIDED THAT at least three members of the General Committee will remain in office when the notice is to take effect);

The provision of paragraphs (i) and (ii) of this sub-Clause also apply to any individual holding trustee who may be appointed in accordance with Clause 17(a) below and of paragraphs (iii) and (iv) of this sub-Clause mutatis mutandis to any member of any Executive Committee which may be established in accordance with Clause 11 below;

(f) Each Member of the General Committee shall upon election or appointment to the Committee receive a copy of The Friend's constitution. No person shall be entitled to act as a member of the General Committee following election or re-election, appointment or re-appointment until they have signed in the minute book of the General Committee a declaration of acceptance and willingness to act as a managing charity trustee of The Friends;

(g) No persons under the age of eighteen years shall be members of the General Committee or of any Executive Committee, which may be established in accordance with Clause 11 hereof, but such persons may be invited to attend meetings for such committees as observers without the right to vote;

12. SUB-COMMITTEES:

The General Committee may appoint one or more sub-committees for supervising or performing any activity or service;

In each such case:-

(a) The General Committee shall define the terms of reference of the subcommittee and may also determine its composition and the duration of its activities;

(b) All acts and proceedings of the sub-committee shall be reported as soon as possible to the General Committee and to any Executive Committee it may have established in accordance with Clause 11 hereof;

13. GENERAL AND EXECUTIVE COMMITITEE MEMBERS NOT TO BE PERSONALLY INTERESTED

Except as provided for in sub-Clauses 3(n) and 3(p):-

(a) No member of the General Committee (otherwise than as a trustee for The Friends) or of the Executive Committee shall acquire any interest in property belonging to The Friends;

(b) No member of the General Committee (otherwise than as a member of the General Committee) shall be interested in any contact entered into by the General Committee;

14. PAID EMPLOYEES:

(a) The General Committee shall have the sole right in exercise of the power conferred by Clause 3(m) hereof of appointing dismissing and determining the terms and conditions of service of all employees of The Friends;

(b) An employee of The Friends shall not be eligible to be a member of the General Committee the Executive Committee any section committee or any sub-committee of The Friends but may be invited to attend such committees as non-voting advisors;

15. RULES OF PROCEDURE AT ALL TIMES

(a) Voting subject to the provisions of Clause 22, any question arising at a meeting of The Friends or one of its committees shall be decided by a simple majority of those present and voting. No member shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests but in case of equality of votes the Chair shall have second or casting vote;

(b) Quorum:-

(i) Committee Meetings; one third of the members with power to vote shall form a quorum at meetings of the General Committee and all other committees and sub-committees of The Friends;

(ii) General Meetings; 20 members with power to vote or one third of the members with power to vote whichever is the less shall form a quorum at General Meetings of The Friends. In the event that no quorum is present at an Annual General Meeting of The Friends or the meeting has to be abandoned, the meeting shall stand adjourned and be reconvened 14 days later and those members with power to vote present at that meeting shall be deemed to form a quorum;

(c) Minutes; minute books shall be kept by The Friends and all its committees and the respective secretary shall enter therein a record of all proceedings and resolutions;

16. FINANCE

(a) All money raised by or on behalf of The Friends and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of The Friends or the repayment of reasonable out of pocket expenses incurred on behalf of The Friends by employees and volunteers;

(b) An account shall be opened in the name of The Friends of Priory Park & The Green with the Dudley branch of the Staffordshire Building Society or with such other financial institution, as the General Committee shall authorise in writing. The Treasurer, the Secretary of The Friends and two members of the General Committee are to be authorised to sign cheques on behalf of The Friends. All cheques must be signed by not less than two of the four authorised signatories;

17. TRUST PROPERTY

(a) Land and buildings. Subject to the provisions of sub-Clause (b) of this Clause the General Committee shall cause the title to all land (which is not vested in the Official Custodian for Charities) and all investments held by or in trust for The Friends to be vested either in a corporation entitled to act as custodian trustee or in not less than three or more than four named individuals (not being members of the General Committee) appointed by the General Committee as holding trustees. Holding Trustees shall not be liable for the acts and defaults of members of the General Committee, Holding Trustees may be removed by the General Committee at its pleasure and shall otherwise cease to hold office in accordance with the provisions of Clause 10(e) above;

(b) Investments:- If a corporation entitled to act as custodian trustee has not been appointed to hold the property of The Friends the General Committee may permit any investments held by or in trust for The Friends to be held in the name of a clearing bank trust corporation or any stock broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock broking company) as nominees for the General Committee and may pay such nominee reasonable and proper remuneration for acting as such;

18. ACCOUNTS

The General Committee shall comply with the obligations of a charity under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) whether or not the charity is registered with respect to;

(a) The keeping of accounting records for The Friends;

(b) The preparation of annual statements of the accounts for The Friends;

(d) The transmission of the statements of account to the charity commission for England & Wales;

19. ANNUAL REPORT & ANNUAL RETURN

The General Committee shall comply with its obligations under the Charities Act 1993 (or any statutory modifications or re-enactment of that Act) with respect to the preparation of an annual report and an annual return and their transmission to the Charity Commissioners for England & Wales;

20. INDEMINITY

In the execution of the trust hereof no member of the General Committee shall be liable:-

(i) For any loss to the property of The Friends by reason of any improper investment made in good faith (so long as he or she shall have sought professional advice before making such investment) or;

(ii) For the negligence or fraud of any agent employed by him or her or by any other member of the General Committee in good faith (provided reasonable supervision shall have been exercised);

And no member of the General Committee or the Executive Committee shall be liable by reason of any mistake or omission made in good faith by any member of the General Committee or the Executive Committee other than wilful and individual fraud wrongdoing or wrongful omission on the part of the member who is sought to be made liable;

21. DISSOLUTION

If the General Committee by simple majority decides at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve The Friends it shall call a meeting of all members with power to vote and of the inhabitants of the area of benefit of the age of eighteen years and upwards of which meeting not less than 21 clear days notice (stating the terms of resolution to the proposed threat) shall be posted in a conspicuous place or places in the are of benefit and advertised in a newspaper circulating in the area of benefit and given in writing to the Charity Commissioners for England & Wales and the National Director of the National Federation of Community Organisations (Community Matters). If such decision shall be confirmed by a simple majority of those present and voting at such meeting, the General Committee shall have the power to dispose of any assets held by or in the name of The Friends. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards such charitable purposes for the benefit of the inhabitants of the area of benefit as the General Committee shall decide subject to the prior approval in writing of the Charity Commissioners for England & Wales or other authority having charitable jurisdiction;

22. ALTERATIONS TO THE CONSTITUTION

Any proposal to alter this constitution must be delivered in writing to the Secretary of The Friends not less than 28 days before the date of the meeting at which it is first to be considered. Any alteration will require the approval of both:-

(a) A simple majority of members of the General Committee present and voting at a General Committee meeting;

(b) A two thirds majority of members with power to vote present and voting at a General Meeting;

At least 14 clear days notice shall be posted in a conspicuous place in the area of benefit and advertised in a newspaper circulating in the area of benefit stating the wording of the proposed alteration;

No alteration shall be made to this constitution, which would cause The Friends to cease to be a charity at law. No alteration to Clause 1 (Name), Clause 2 (Objectives), Clause 13 (Personal Interests), Clause 21 (Dissolution) or to this Clause shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained;

23. ARRANGEMENTS UNTIL FIRST ANNUAL MEETING

Until the first Annual General Meeting takes place this constitution shall take effect as if references to the persons whose names appear below.

This constitution was adopted as the Constitution of The Friends of Priory Park & The Green on 28th February 2002 at which the following people were elected as members of an Interim Committee to serve as charity trustees until the First Annual General Meeting.

Signed: …………………………………………

Chair of the Meeting

Signed: …………………………………………

Secretary of the Meeting

A W Weston Chairperson

Mr C Thomas Vice Chairperson

Mr P Griffiths Vice Chairperson

Mrs C Rich Secretary

Mr D Marsh Treasurer

Mr M F Hessey Committee

Mrs W Herbert Committee

Mrs A Davis Committee

Mrs L Pearson Committee

AREA OF BENEFIT