The UDG Constitution
The name shall be the Urban Design Group.
The Group is established for the public benefit for the following purposes:
- To promote high standards of performance and inter-professional co-operation in planning, urban design and architecture, landscape design and all other aspects of the built environment.
- To educate the relevant professions and the public in matters relating to Urban Design
In furtherance of the said purposes but not otherwise the Group through its Executive Committee shall have the following powers:
- To promote research into subjects directly connected with the objects of the Group and to publish the results of any such research.
- To act as a co-ordinating body and to co-operate with related professional bodies and any voluntary organisations, charities and persons having aims similar to those of the Group.
- To publish papers reports and other literature.
- To make surveys and prepare maps and plans and collect information in relation to any place, erection or building.
- To hold meetings, lectures and exhibitions.
- To educate public and professional opinion and to give advice and information.
- To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation or otherwise; provided that the Group shall not undertake any permanent trading activities in raising funds for its primary purpose.
- To acquire, by purchase, gift or otherwise, property whether subject to any special trust or not.
- To sell, let mortgage, dispose of or turn to account all or any of the property or funds of the group as shall be necessary.
- To borrow or raise money for the purposes of the Group on such items and on such security as the Executive Committee shall think fit, but so that the liability of the individual members of the Group shall in no case extend beyond the amount of their respective annual subscriptions
- To do all such other things as are necessary for the attainment of the said purposes.
Membership shall be open to all who are interested in actively furthering the purposes of the Group. No member shall have power to vote at any meeting of the Group if his or her subscription is in arrears at the time. Corporate members shall be such groups, associations, educational institutions or businesses as are interested in furthering the purposes of the Group. A corporate member shall appoint a representative to vote on its behalf at all meetings but, before such a representative exercises his or her right to vote, the corporate member shall give particulars in writing to the Honorary Secretary of such a representative. Membership will run for a 12 month period from the beginning of the month of joining.
The subscriptions shall be the amount determined by the Executive Committee subject to notification to the membership one month in advance of any change. Membership shall lapse if the subscription is unpaid three months after it is due.
The Annual General Meeting shall be held in or about May of each year to receive the Executive Committee’s report and audited accounts and to elect Officers and members of the Committee. The Committee shall decide when ordinary meetings of the Group shall be held. Special General Meetings of the Group shall be held at the written request of fifteen or more members whose subscriptions are fully paid up. Twenty members personally present shall constitute a quorum of the Group. The Committee shall give at least 7 days notice to members of all Meetings of the Group.
The officers shall consist of a Chairman, Honorary Secretary and Honorary Treasurer. Nominations for the election of Officers shall be made in writing to the Honorary Secretary at least 14 days before the Annual General Meeting. Such nominations shall be supported by a seconder and the consent of the proposed nominee must first have been obtained. The elections of officers shall be completed prior to the election of future committee members. Nominees for election as officers or Committee members shall declare at the Annual General Meeting at which their election is to be considered any financial or professional interest known or likely to be of concern to the Group.
7. THE EXECUTIVE COMMITTEE
The Executive Committee shall be responsible for the management and administration of the Group. The Executive Committee shall consist of the Officers and not less than 6 and not more than 10 other members. The Committee shall have power to co-opt further members (who shall attend in an advisory and non-voting capacity). In the event of an equality in the votes cast, the Chairman shall have a second or casting vote. Nominations for election to the Executive Committee shall be made in writing to the Honorary Secretary at least 14 days before the Annual General Meeting. They must be supported by a seconder and the consent of the proposed nominee must first have been obtained. If the nominations exceed the number of vacancies, a ballot shall take place in such a manner as shall be determined. Members of the Executive Committee shall be elected annually at the Annual General Meeting of the Group, and outgoing members may be re-elected. The Executive Committee shall meet not less than 4 times a year at intervals of not more than 3 months and the Honorary Secretary shall give all members not less than seven days notice of each meeting. The quorum shall, as near as may be, comprise one third of members of the Executive Committee. The Executive Committee shall have the power to fill up to three casual vacancies occurring among the member of the Executive Committee between General Meetings. The Executive Committee shall appoint a vice chair(s) to assist the Chair in managing the running of the Group and to deputise at meetings. The vice chair (or one of the vice chairs) will usually be the previous Chair.
The Executive Committee may constitute such committees from time to time as shall be considered necessary for such purposes as shall be thought fit. The Chairman of each sub-committee shall be appointed by the Executive Committee and all actions and proceedings of each sub-committee shall be reported to and be confirmed by the Executive Committee as soon as possible. Members of the Executive Committee may be members of any subcommittee and membership of a sub-committee shall be no bar to appointment to membership of the Executive Committee. Sub-Committees shall be subordinate to and may be regulated or dissolved by the Executive Committee.
9. DECLARATION OF INTEREST
It shall be the duty of every Officer or member of the Executive Committee or Sub-Committee who is in any way directly or indirectly interested financially or professionally in any item discussed at any Committee meeting at which he or she is present to declare such interest and he or she shall not discuss such items (except by invitation of the Chairman) or vote thereon.
10. EXPENSES OF ADMINISTRATION AND APPLICATION OF FUNDS
The Executive Committee shall, out of the funds of the Group, pay all proper expenses of administration and management of the Group. After payment of the administration and management expenses and the setting aside of reserve of such sums as may be deemed expedient, the remaining funds of the Group shall be applied by the Executive Committee in furtherance of the purposes of the Group.
All monies at any time belonging to the Group and not required for immediate application for its purposes shall be invested by the Executive Committee in or upon such investments, securities or property as it may think fit, subject nevertheless to such authority approval or consent by the Charity Commissioners as my for the time being be required by law or by the special trusts affecting any property in the hands of the Executive Committee.
Any freehold and leasehold property acquired by the Group shall and, if the Executive Committee so directs, any other property belonging to the Group may be vested in trustees who shall deal with such property as the Executive Committee may from time to time direct. Any trustees shall be at least three in number or a trust corporation. The power of appointment of new trustees shall be vested in the Executive Committee. The Trustees will be responsible for overseeing the finances of the UDG so that it remains financially solvent and able to meet any normal liability. That role will include giving approval to the annual accounts and budget. A trustee need not be a member of the Group but no person whose membership lapses by virtue of the clause 4 thereof shall thereafter be qualified to act as a trustee unless and until reappointment as such by the Executive Committee. The Honorary Secretary shall from time to time notify the trustees in writing of any amendment hereto and the trustees shall not be bound by any such amendments in their duties as trustees unless such notice has been given. The Group shall be bound to indemnify the trustees in their duties (including the proper charge of a trustee being a trust corporation) and liability under such indemnity shall be a proper administrative expense.
13. BOARD OF PATRONS
A Board of Patrons shall be elected by the Executive Committee. The board will comprise not less than six Patrons and will meet at least once a year with the Executive Committee. Patrons will be persons of note who have shown interest in or have contributed to the pursuit of excellence in urban quality. Patrons will provide much of the public face of the UDG. The Board will have no legal responsibilities, merely fulfilling an advisory and guiding function. Patrons will be elected for a three year period and can be re-relected.
The Constitution may be amended by a two-thirds majority of members present at an Annual General Meeting or Special General Meeting of the Group, provided that 28 days notice of the proposed amendment has been given to all members and provided that nothing herein contained shall authorise any amendment the effect of which would cause the Group at any time to cease to be a charity in law.
Any notice required to be given by these rules shall be deemed to be duly given if left at or sent by prepaid post addressed to the address of that member last notified by the Secretary.
16. WINDING UP
The Group may be dissolved by a two-thirds majority of members voting at an Annual General Meeting or Special General Meeting of the Group confirmed by a simple majority of members voting at a further Special General Meeting held not less than 14 days after the previous meeting. If a motion for the dissolution of the Group is to be proposed at an Annual General Meeting or a Special General Meeting this motion shall be referred to specifically when notice of the meeting is given. In the event of the dissolution of the Group the available funds of the Group shall be transferred to such one or more charitable institutions having objects similar or reasonably similar to those herein before declared as shall be chosen by the Executive committee and approved by the Meeting of the Group at which the decision to dissolve the Group is confirmed.
An accountant will be appointed annually to carry out an independent examination of the accounts, to be reported to the AGM.