The Hastings & St Leonards Men’s Shed aims to provide an environment (The Shed) where anyone at risk of social isolation can meet to socialise and pursue a hobby or project for their own benefit, or that of the Shed’s, or for the wider community.



The Shed will operate and maintain both wood and metal workshops and provide sufficient shared machinery and tools for all its members to use.



It will provide a friendly, inclusive environment that allows fellow members to share their accumulated and varied expertise and to allow participation safely, within the limits of their ability.



In this environment, there should be opportunities for learning and improving basic skills. In addition, through volunteering and community service, we aim to increase confidence and self-worth at the same time as mitigating the effects of isolation, loneliness and exclusion.



The Shed aims also to collaborate with other local, like minded charities and organisations. To share ideas and offer support in their joint charitable missions.



The management, objectives and operation of the Shed shall be overseen by several unpaid Trustees, who will be elected annually, and supported by co-opted volunteers.


Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees.

Date of Constitution (last amended): 13/09/20

1.            Name

The name of the Charitable Incorporated Organisation ("the CIO") is

HASTINGS & ST LEONARDS MEN’S SHED CIO

2.            National location of principal office

The CIO must have a principal office in England or Wales. The principal office of the CIO is in England

3.            Objects

The objects of the CIO are:

To promote the social inclusion for the public benefit by preventing people aged 18 or over within the Borough of Hastings and the  surrounding area, from becoming socially excluded, relieving the  needs of those people who are socially excluded and assisting them  to  integrate  into  society  through  the provision  of  facilities  in  which  they  can  meet  to  undertake  creative,  physical  or  recreational activities,  learn or  pass on  skills and knowledge  and support  each other socially.

For the purpose of this clause 'socially excluded' means being excluded from society, or parts of society, as a result of one or more of the following factors; unemployment; financial hardship; youth  or old age; ill health (physical or mental); substance abuse or dependency including alcohol and drugs; discrimination on the grounds of sex, race, disability, ethnic origin, religion, belief, creed, sexual orientation or gender re-assignment; poor educational or skills attainment; relationship and family breakdown; poor housing (that is housing that does not meet basic habitable standard; crime (either as a victim of crime or as an offender rehabilitating into society).

 

Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable in accordance with [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act (Northern Ireland) 2008]

4.            Powers

The CIO has power to do anything which is calculated to further its object or is conducive or incidental to doing so. In particular, the CIO's powers include power to:

(1)          borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;

(2)          buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(3)          sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;

(4)          employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CI0 may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;

(5)          deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;

5.            Application of income and property

(1)          The income and property of the CIO must be applied solely towards the promotion of the objects.

(a)          A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO.

(b)          A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO's expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

(2)          None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee receiving:

(a)          a benefit from the CIO as a beneficiary of the CIO;

(b)          reasonable and proper remuneration for any goods or services supplied to the CIO.

(3)          Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.

6.            Benefits and payments to charity trustees and connected persons

(1)          General provisions

No charity trustee or connected person may:

(a)          buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;

(b)          sell goods, services, or any interest in land to the CIO;

(c)           be employed by, or receive any remuneration from, the CIO;

(d)          receive any other financial benefit from the CIO;

unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised by the court or the prior written consent of the Charity Commission ("the Commission") has been obtained. In this clause, a "financial benefit" means a benefit, direct or indirect, which is either money or has a monetary value.

(2)          Scope and powers permitting trustees' or connected persons' benefits

(a)          A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.

(b)          A charity trustee or connected person may enter a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.

(c)           Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.

(d)          A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).

(e)          A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

(f)           A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.

(3)          Payment for supply of goods only - controls

The CIO and its charity trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied:

(a)          The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods ("the supplier").

(b)          The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

(c)           The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.

(d)          The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO.

(e)          The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.

(f)           The reason for their decision is recorded by the charity trustees in the minute book.

(g)          A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.

(4)          In sub-clauses (2) and (3) of this clause:

(a)          "the CIO" includes any company in which the CIO:

(i)            holds more than 50% of the shares; or

(ii)           controls more than 50% of the voting rights attached to the shares; or

(iii)          has the right to appoint one or more directors to the board of the company;

(b)          "connected person" includes any person within the definition set out in clause    (Interpretation);

7.            Conflicts of interest and conflicts of loyalty

A charity trustee must:

  1. declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CI0 or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
  2. absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).

Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

8.            Liability of members to contribute to the assets of the CIO if it is wound up

Option 1

If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

9.            Membership of the CIO

(1)          Admission of new members

(a)          Eligibility

Membership of the CIO is open to anyone who is interested in furthering its purposes, and who, by applying for membership, has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.

A member may be an individual, a corporate body, or an organisation which is not incorporated.

(b)          Admission procedure

The charity trustees:

(i)            may require applications for membership to be made in any reasonable way that they decide;

(ii)           shall, if they approve an application for membership, notify the applicant of their decision within 21 days.

(iii)          may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;

(iv)         shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and

(v)          shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

(2)          Transfer of membership

Membership of the CIO cannot be transferred to anyone else except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until the CIO has received written notification of the transfer.

(3)          Duty of members

It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO.

(4)          Termination of membership

(a)          Membership of the CIO comes to an end if:

(i)            the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or

(ii)           the member sends a notice of resignation to the charity trustees; or

(iii)          any sum of money owed by the member to the CIO is not paid in full within six months of its falling due; or

(iv)         the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership and pass a resolution to that effect.

(b)          Before the charity trustees take any decision to remove someone from membership of the CIO they must:

(i)            inform the member of the reasons why it is proposed to remove him, her or it from membership;

(ii)           give the member at least 21 clear days’ notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership;

(iii)          at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;

(iv)         consider at that meeting any representations which the member makes as to why the member should not be removed; and

(v)          allow the member, or the member's representative, to make those representations in person at that meeting, if the member so chooses.

(5)          Membership fees

The CIO may require members to pay reasonable membership fees to the CIO.

10.          Members' decisions

(1)          General provisions

Except for those decisions that must be taken in a particular way as indicated in sub-clause (4) of this clause, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in sub­ clause (3) of this clause.

(2)          Taking ordinary decisions by vote

Subject to sub-clause (4) of this clause, any decision of the members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.

 

(3)          Taking ordinary decisions by written resolution without a general meeting

 

(a)          Subject to sub-clause (4) of this clause, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:

(i)            a copy of the proposed resolution has been sent to all the members eligible to vote; and

(ii)           a simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member's agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or in such other manner as the CIO has specified.

(b)          The resolution in writing may comprise several copies to which one or more members have signified their agreement.

(c)           Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated in accordance with paragraph (a) above.

 

(d)          Not less than 10% of the members of the CIO may request the charity trustees to make a proposal for decision by the members.

 

(e)          The charity trustees must within 21 days of receiving such a request comply with it if:

 

(i)            The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;

(ii)           The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and

(iii)          Effect can lawfully be given to the proposal if it is so agreed.

 

(f)           Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of members.

 

(4)          Decisions that must be taken in a particular way

  1. Any decision to amend this constitution must be taken in accordance with clause28 of this constitution

(Amendment of Constitution).

  1. Any decision to wind up or dissolve the CIO must be taken in accordance with clause 29 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other ClO’s must be taken in accordance with the provisions of the Charities Act 2011.

11.          General meetings of members

(1)          Types of general meeting

There must be an annual general meeting (AGM) of the members of the CIO. The first AGM must be held within 18 months of the registration of the CIO, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees' annual report and must elect trustees as required under clause (13).

Other general meetings of the members of the CIO may be held at any time.

All general meetings must be held in accordance with the following provisions.

(2)          Calling general meetings

(a)          The charity trustees:

(i) must call the annual general meeting of the members of the CIO in accordance with sub-clause (1)             of this clause, and identify it as such in the notice of the meeting; and

(ii) may call any other general meeting of the members at any time.

(b)          The charity trustees must, within 21 days, call a general meeting of the members of the CIO if:

(i) they receive a request to do so from at least 10% of the members of the CIO; and

(ii) the request states the general nature of the business to be dealt with at the meeting and is authenticated by the member(s) making the request.

(c)           If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.

(d)          Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.

(e)          A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.

(f)           Any general meeting called by the charity trustees at the request of the members of the CIO must be held within 28 days from the date on which it is called.

(g)          If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

(h)          A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.

(i)            The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

(3)          Notice of general meetings

(a)          The charity trustees, or, as the case may be, the relevant members of the CIO, must give at least 14 clear days’ notice of any general meeting to all of the members, and to any charity trustee of the CIO who is not a member.

(b)          If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause {3)

(a)           of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.

(c)           The notice of any general meeting must:

(i)            state the time and date of the meeting:

(ii)           give the address at which the meeting is to take place;

(iii)          give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and

(iv)         if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;

(v)          include, with the notice for the AGM, the annual statement of accounts and trustees' annual report, details of persons standing for election or re­ election as trustee, or where allowed under clause 22 (use of electronic communication), details of where the information may be found on the CIO's website.

(d)          Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

{e)          The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.

(4)          Chairing of general meetings

The person nominated as chair by the charity trustees under clause 191(2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.

(5)          Quorum at general meetings

(a)          No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.

(b)          Subject to the following provisions, the quorum for general meetings shall be the greater of 5% or three members. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person.

(c)           If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

(d)          If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must be notified to the CIO's members at least seven clear days before the date on which it will resume.

(e)          If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.

(f)           If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

(6)          Voting at general meetings

(a)          Any decision other than one falling within clause 10 (4) {Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting. Every member has one vote.

(b)          A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person or by proxy at the meeting.

(c)           A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.

(d)          A poll may be taken:

(i)            at the meeting at which it was demanded; or

(ii)           at some other time and place specified by the chair; or

(iii)          through the use of postal or electronic communications.

(e)          In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.

(f)           Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

(7)          Adjournment of meetings

The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.

12.          Charity trustees

(1)          Functions and duties of charity trustees

The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:

(a)          to exercise his or her powers and to perform his or her functions as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and

(b)          to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

(i)            any special knowledge or experience that he or she has or holds himself or herself out as having; and

(ii)           if he or she acts as a charity trustee of the CIO in the course of a business or profession, to 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.

(2)          Eligibility for trusteeship

(a)          Every charity trustee must be a natural person.

(b)          No one may be appointed as a charity trustee:

if he or she is under the age of 16 years; or

if he or she would automatically cease to hold office under the provisions of clause 15(1)(f).

(c)           No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.

(d)          At least one of the trustees of the CIO must be 18 years of age or over. If there is no trustee aged at least 18 years, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

(3)          Number of charity trustees

(a)          There must be at least three charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

(b)          There is no maximum number of charity trustees that may be appointed to the CIO.

(4)          Current Trustees

The current charity trustees of the CIO are –

Godfrey Bevan - Chair

Simon Reeves - Operations

Jerome Hill - Secretary

Mags Pawson - Treasurer

 

13.          Appointment of charity trustees

(1)          At annual general meeting of the members of the CIO, one-third of the charity trustees shall retire from office. If the number of charity trustees is not three or a multiple of three, then the number nearest to one-third shall retire from office, but if there is only one charity trustee, he or she shall retire;

 

(2)          The charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any trustees were last appointed or reappointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot;

 

(3)          The vacancies so arising may be filled by the decision of the members at the annual general meeting; any vacancies not filled at the annual general meeting may be filled as provided in sub-clause (5) of this clause;

 

(4)          The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with clause 15 (Retirement and removal of charity trustees), or as an additional charity trustee, provided that the limit specified in clause 12(3) on the number of charity trustees would not as a result be exceeded;

 

(5)          A person so appointed by the members of the CIO shall retire in accordance with the provisions of sub-clauses (2) and (3) of this clause. A person so appointed by the charity trustees shall retire at the conclusion of the next annual general meeting after the date of his or her appointment, and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting.

 

14.          Information for new charity trustees

The charity trustees will make available to each new charity trustee, on or before his or her first appointment:

(a)          a copy of this constitution and any amendments made to it; and

(b)          a copy of the CIO's latest trustees' annual report and statement of accounts.

15.          Retirement and removal of charity trustees

(1)          A charity trustee ceases to hold office if he or she:

(a)          retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);

(b)          is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;

(c)           dies;

(d)          in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months;

(e)          is removed by the members of the CIO in accordance with sub-clause (2) of this clause; or

(f)           is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment  or modification of that provision).

16.          Reappointment of charity trustees

Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for reappointment.

17.          Taking of decisions by charity trustees

Any decision may be taken either:

 

at a meeting of the charity trustees; or

 

by resolution in writing or electronic form agreed by a majority of all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effective provided that:

  • a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and
  • the majority of all of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved, and delivered to the CIO at its principal office or such other place as the trustees may resolve within 28 days of the circulation date}

18.          Delegation by charity trustees

(1)          The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.

(2)          This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements –

(a)          a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;

(b)          the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and

(c)           the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

19.          Meetings and proceedings of charity trustees

(1)          Calling meetings

(a)          Any charity trustee may call a meeting of the charity trustees.

(b)          Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.

(2)          Chairing of meetings

The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.

(3)          Procedure at meetings

a)            No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is 3 charity trustees, or the number nearest to one third of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.

(b)          Questions arising at a meeting shall be decided by a majority of those eligible to vote.

 (c)          In the case of an equality of votes, the chair shall have a second or casting vote.

(4)          Participation in meetings by electronic means

  1. A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.

(b)          Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.

(c)           Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

 

20.          Saving provisions

(1)          Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:

        • who was disqualified from holding office;
        • who had previously retired or who had been obliged by the constitution to vacate office;
        • who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;

if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

(2)          Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).

21.          Execution of documents

(1)          The CIO shall execute documents either by signature or by affixing its seal (if it has one).

(2)          A document is validly executed by signature if it is signed by at least two of the charity trustees.

(3)          If the CIO has a seal:

(a)          it must comply with the provisions of the General Regulations; and

(b)          it must only be used by the authority of the charity trustees or of a committee of charity trustees duly authorised by the charity trustees. The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two charity trustees.

22.          Use of electronic communications

(1)          General

The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

(a)          the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;

(b)          any requirements to provide information to the Commission in a particular form or manner.

23.          Keeping of Registers

The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.

24.          Minutes

The charity trustees must keep minutes of all:

  1. appointments of officers made by the charity trustees;
  2. proceedings at general meetings of the CIO;
  3. meetings of the charity trustees and committees of charity trustees including:

the names of the trustees present at the meeting;

the decisions made at the meetings; and

where appropriate the reasons for the decisions;

  1. decisions made by the charity trustees otherwise than in meetings.

 

25.          Accounting records, accounts, annual reports and returns, register maintenance

(1)          The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.

(2)          The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.

26.          Rules

The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution.

Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.

27.          Disputes

If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

28.          Amendment of constitution

As provided by clauses 224-227 of the Charities Act 2011:

(1)          This constitution can only be amended:

(a)          by resolution agreed in writing by all members of the CIO; or

(b)          by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO.

(2)          Any alteration of clause 3 {Objects), clause 29 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.

{3)          No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.

(4)          A copy of any resolution altering the constitution, together with a copy of the CIO's constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.

29.          Voluntary winding up or dissolution

(1)          As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:

(a)          at a general meeting of the members of the CIO called in accordance with clause 11(Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:

(i)            by a resolution passed by a 75% majority of those voting, or

(ii)           by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or

  1. by a resolution agreed in writing by all members of the CIO.

 

(2)          subject to the payment of all the CIO's debts:

(a)          Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.

(b)          If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.

(c)           In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.

(3)          The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:

(a)          the charity trustees must send with their application to the Commission:

(i)            a copy of the resolution passed by the members of the CIO;

(ii)           a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and

(iii)          a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution;

(b)           the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.

  1. If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

30.          Interpretation

In this constitution:

 

"connected  person" means:

(a)          a child, parent, grandchild, grandparent, brother or sister of the charity trustee;

(b)          the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;

(c)           a person carrying on business in partnership with the charity trustee or with any person falling within sub­ clause (a) or (b) above;

(d)          an institution which is controlled -

(i)    by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or

(ii)   by two or more persons falling within sub-clause (d)(i), when taken together

(e)          a body corporate in which -

(i)    the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or

(ii)   two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.

Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.

 

"General Regulations" means the Charitable Incorporated Organisations  (General) Regulations 2012.

"Dissolution Regulations" means the Charitable Incorporated Organisations  (Insolvency and Dissolution)  Regulations 2012.

The "Communications Provisions" means the Communications Provisions in Part 10, Chapter 4 of the General Regulations.

"charity trustee" means a charity trustee of the CIO.

A "poll" means a counted vote or ballot, usually (but not necessarily) in writing.

 

Signed by Trustees:

 

Godfrey Bevan (Chairman)          _____________________________________________

 

 

Jerome Hill (Secretary)                  ___________________________________________

 

 

Margaret Pawson (Treasurer)     ____________________________________________

 

 

 

 

 

Appendix

The following provisions do not form part of the 'Association' model constitution but are available as options under clauses 11 (General meetings of members) and 22 (Use of electronic communications).

For CIO’s intending to include these powers in their constitutions, we recommend that you use the following wording. Notes on these clauses are included with the explanatory notes accompanying the clauses in the model.

 

Use of electronic communications

 

(2)  To the CIO

Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.

 

(3)  By the CIO

 

(a)  Any member or charity trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form.

(b)  The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website -

(i)    provide the members with the notice referred to in clause 11(3) (Notice of general meetings);

(ii)   give charity trustees notice of their meetings in accordance with clause 19(1) (Calling meetings); and

(iii)  submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance with the CIO's powers under clause 10 (Members' decisions), 10(3) (Decisions taken by resolution in writing), or [the provisions for postal voting if you have included this optional provision, please insert the correct clause number here).

(c)   The charity trustees must:

(i)    take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal;

(ii)   send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.

 

 

 

HANDBOOK

November 2024


The purpose of this handbook is to provide members of the Hastings & St Leonards Men’s Shed (H&STLMS) a clear understanding on how we operate, what we do, and how we do it.


Handbook Contents

  1. The Purposes of H&STLMS
  2. Opening days of H&STLMS
  3. Induction Briefing
  4. Safety Procedures
  5. Workshop Safety
  6. The H&STLMS Committee
  7. Health and Safety Responsibilities
  8. Code of Conduct
  9. Tasks & Projects
  10. Induction Checklist
  11. Record of Safety Instruction & Competence
  12. Declaration
  1. The Purposes of H&STLMS

 

  • To provide an environment (The Shed) where anyone at risk of social isolation can meet to socialise and pursue a hobby or project for their own benefit, or that of the Shed’s, or for the wider community.
  • To provide a friendly, inclusive environment that allows fellow members to share their accumulated and varied expertise and to allow participation safely, within the limits of their ability.
  • To collaborate with other local, like minded charities and organisations. To share ideas and offer support in their joint charitable missions.
  1. Opening Days

Currently we are closed all day on Thursdays, Saturdays and Sundays, although we hope to be able to open on Thursdays. We are also closed on Bank Holidays and the Christmas period.

Our normal opening days are:

  • Monday – 10am to 1pm for a Woodcarving Session
  • Tuesday, Wednesday and Fridays – 10am to 4pm for general sessions.

We have woodwork and metalwork shops within the shed building equipped with a variety of hand & machine tools.

We have access to free parking in the Community Centre Car Park. There is also some street parking at the east end of Manhattan Gardens, close to The Old King John public house. NB Car registrations must be entered into the touch screen system within the main community centre building within 10 minutes of arriving or you risk a heavy fine.  We are adjacent to the ‘Sunflower’ Community Café.

  1. Induction Briefing

On joining, each new member will be given an Induction Briefing. (Induction Check list below) covering the following topics:

  • The Facilities: Location of Shed facilities including the social area, the workshops, the toilet facilities, the fire doors and access routes.
  • Shed Purposes: The type of activities and work done, description of responsibilities, when the Shed is open, car parking, enquiries and main contacts.
  • Introduction to key people: Trustees/Committee members, key holders, other key members.
  • Shed Policies and Procedures: Fire risk, fire evacuation procedures, fire escape routes and fire doors.
  • Available Training: First aid, fire safety and emergency procedures, basic workshop introduction

.Safety Procedures: Fire Risk

The site is fitted with emergency lights. It is important that all members know what to do in the event of a fire and how to get out of the building.

Entry procedures are:

  • Sign In by the Reception area on entering the building. (Sign out when leaving the session for the day).

Evacuation Procedure:

  • The designated competent person for the session will check that all exit routes to the fire doors are clear inside and outside.

  • There are three exit doors, one at the east end of the building, one at the west end and one by the reception area.In the event of evacuation, the designated competent person will collect the Signing in Book.#

  • On discovering smoke or fire, raise the alarm verbally and ring the Fire Bell located to the right-hand side of the reception area adjacent to the Toilets.

  • Immediately contact the emergency services as appropriate. Only attempt to tackle the fire if it is safe to do so.

  • Assemble at the Muster Point which is in the car park in front of the Ore Community Centre main door.

  • The designated competent person will take a roll call against the Signing-In book.

  • DO NOT re-enter the building until the Emergency services advise is it safe to do so.

  1. Workshop Safety

Before any member is permitted to use any machinery or power tools, it is necessary for them to demonstrate they are competent to do so. They should have basic workshop skills and be competent in the safe use of machinery. Members will be given basic training in safe working practices regardless of their previous experience or knowledge.

The training will include:-

  • Safety rules of the workshop.
  • The use of the fire extinguishers and safety equipment.
  • The safe use of operating workshop hand tools, portable power tools and fixed machines.
  • The location of the First Aid box and Eye Wash box
  • The location and use of the accident book.
  • The handling and storage of paints and solvents.

 

On completion of training Members will be asked to demonstrate their competence. A full record of safety instruction and competence will be maintained by the Workshop Manager for each individual member & filed for future reference. 

  1. The Hastings & St Leonards Men’s Shed Committee

The following officers will be required to be members of the committee.

  • Chairman
  • Treasurer
  • Secretary
  • Operations / Training Manager
  • Grants & Fundraising Manager
  • Health & Safety Manager
  • Sales Manager
  1. Health & Safety Responsibilities

 

The H&STLM’s Shed is firmly committed to a policy enabling all work activities to be carried out safely, legally and with all possible measures taken to remove (or significantly reduce) the risk to the health, safety and welfare of all members, authorised visitors, and anyone else who may be affected by our operations. All members will be expected to adopt this policy too.
 

The Trustees, officers and Volunteers of the H&STLM’s Shed will provide and maintain as far as possible:

  • A safe working environment.
  • Ensure equipment and substances in kept in a safe condition including the full inspection and PAT testing of all new and donated equipment before use.
  • Information, instruction, training and supervision that is reasonably necessary to ensure that each member is safe from injury and risks to health.
  • There are the necessary risk assessment and safe operating procedures/instructions in operation covering the use of workshop machinery.
  • A commitment to consult and co-operate with members in all matters relating to health and safety in the H&STLM’s Shed and in all official projects.


Each Member will have an obligation to:

  • Comply with safe working practices to avoid injury to themselves and others and prevent damage to plant and equipment.
  • Take reasonable care of their own health and safety, and the safety and welfare of others.
  • Wear personal protective equipment and clothing where necessary.
  • Comply with direction given by the Committee in relation to health, safety and welfare.
  • Report all accidents and incidents immediately, no matter how trivial.
  • Immediately report all known or observed hazards to the designated competent person for the session. If necessary, also advise the management committee.
  1. Code of Conduct


All members will co-operate with the rules laid down for the use of the Shed. The committee will not tolerate abuse, violence, anti-social behaviour, consumption of alcohol or drugs on site or infringement of the rights of others.

Members are expected to always conduct themselves courteously, including being respectful and considerate of others in the need for space, tools, materials and equipment. 
 

Tasks & Projects

Tasks or potential projects will be identified by the committee and displayed on the shed notice board. Members are also encouraged to become involved in Team Projects or to bring their own personal projects.

  • Tasks - These will be listed on the workshop noticeboard and members are invited and encouraged to assist whenever possible.
  • Team Projects - Members are encouraged to take an interest in Team Projects and should be proactive in declare an interest in wanting to get involved. (See below for guidelines).
  • Personal Projects – Member’s personal projects are welcomed but the advice of the Workshop Manager should be sought concerning storage, security and safety of materials and equipment left in the shed building.

Guidelines for Team Projects.

  • Sign up to a project of your interest.
  • Join the team to plan the work, materials and tools required and time scales necessary.
  • Upon approval of the project by the committee, a team leader will be appointed.
  • Any member may be appointed as Team Leader
  • Should there be too many members enrolling to any one project, the team leader will select a team for the project.
  • Non team members should not interfere or carry out project work without the team’s agreement.
  1. Induction Check List

Shed Structure & Purpose 
 

  • Shed Policies and Procedures: Drug and alcohol misuse, non-smoking policy (incl e-cigarettes), rules of behaviour. 
     
  • Introduce Key People and Explain Roles

 

  • Shed Facilities: Tour around the building, the amenities, fire doors and escape routes, workshop set up and the range of tools and facilities.

 

  • Fire Safety: Explain the fire safety and emergency procedures, signing in and out, handling risky substances No naked flame or welding within the workshop.

 

  • Explain Shed Health & Safety Responsibilities: Members’ obligations.

 

  • Current Training: Explain first aid, safety and workshop training.

 

  • Workshop Briefings & Authorisations: Initial workshop briefing. New tool procedures. Authorisations for the use of fixed machine tools.

 

  • Tasks & Projects: Explain how members can become involved in helping the Shed or the community with tasks and major team projects. Also explain the arrangements for personal projects.

 

  • Members Data Records: All data about individual members will be held in a secure manner including personal health risks and details of next of kin. However, access to this information might be needed by the Workshop Manager or the Committee in the event of an accident or a health incident.

 

  • Members Suggestions & Comments: Reassure new members that their comments, suggestions and assistance would be most welcome as a member of the H&StL Men’s Shed Team.

 

After the designated competent person has completed the member’s induction, the member will be expected sign to confirm they have received and understood the induction.

  1. Safety, Instruction & Competence

Records will be maintained indicating a member’s safety induction has been undertaken and the necessary level of competence has been achieved. These records will be retained in the member’s individual file and be available for viewing by the person concerned.

  1. Declaration

I have read the H&STLM’s Shed handbook, rules, constitution, standards and policies.

Any questions I had have been answered to my satisfaction.

I will comply with the standards and policies.

I have provided any medical information necessary for use in an emergency and will keep the H&STLM’s updated should there be any changes in my conditions.

I understand my membership will be terminated if I do not comply with the above.

Member’s Name (Capitals Please)

Signature:                                                                           Date:                   /             /202

 

HEALTH AND SAFETY POLICY (Updated Oct ’24)

Scope of this Policy:

This policy will apply under the following conditions.

  1. When the Hastings & St Leonards Men’s Shed is officially open and there is a ‘duty officer’ present.
  2. When members of The Shed are engaged as volunteers on community projects, the Shed’s or personal projects or where other tasks are taking place where the Shed’s or personal tools and materials are being used.

Our statement of general policy is to:

  • Attempt to reduce the health and safety risks arising from our activities.
  • Provide and maintain safe machinery, power tools and any other equipment.
  • Ensure safe handling and use of materials and hazardous substances.
  • Ensure all Members are competent to do the tasks they wish to undertake, and to give them adequate guidance.
  • Encourage all Members to work safely to prevent accidents and cases of ill health.
  • Encourage all Members to maintain safe and healthy working conditions in the Shed.

Responsibilities

Overall and final responsibility for Health and Safety lies with every individual member of the

Hastings & St Leonards Men’s Shed. A member of the Management Committee will be appointed to act as Health and Safety Officer. The Management Committee of Hastings & St Leonards Men’s Shed shall, as far as reasonable, provide notices and guidance of a general nature for Members.

All Members of the Hastings & St Leonards Men’s Shed are required to:

  • Cooperate with the Health and Safety Officer and other members on health and safety matters.
  • Not interfere with anything provided to safeguard their health and safety (for example, machine tool guards, fire extinguishers etc.,).
  • Take reasonable care of their own health and safety; and
  • Raise all health and safety concerns related to the Shed and its activities with the H&S Officer or designated responsible person on duty.
  • The Hastings & St Leonards Men’s Shed operates a zero-tolerance policy to the use of alcohol and drugs whilst attending the Shed’s premises.

Information and Guidance

Information on Health and Safety will be shared informally between members as well as at meetings, or through newsletters and the website as appropriate.

Guidance for new members, if required, will be provided by those with experience. Manuals and guidance on Health and Safety practice for machinery or other hazardous equipment will be retained in a filing cabinet in the Shed.

Health and safety risks arising from our activities

Risk assessments for any activity, use of hand and power tools, are the responsibility of each individual Member. The Shed will provide general Risk Assessments for guidance only.

Look and check… If in doubt ask… If advice is offered, listen.

Safe Equipment

All Members are responsible for identifying tools, equipment and machinery that requires maintenance and either undertake maintenance themselves or find someone who is able to undertake it, before using the equipment.

Dust extraction systems should be utilized whenever machinery is used.

Testing of all electrical equipment will be undertaken by competent and qualified personnel on an annual basis.

Competency for use of equipment / machines

Members may not use any tools and equipment not previously used without guidance and supervision by members experienced in the use of those tools or equipment. Tools and equipment that pose significant risks are to be plug locked and may only be operated by those who have undertaken specific training.  Records are to be kept and available to key holders.

Power tools must not be utilized when members are alone in the Shed. (Minimum of 2 people must be present when operations are underway).

Accidents, first aid and work-related incidents

A First Aid Kit will be available, and prominent notices will detail its location. An Accident Book will be kept with the first aid kit. All accidents, however minor, must be recorded.

The H&S Officer is responsible for the provision and maintenance of the First Aid kit.

Several members are trained as emergency first aiders and a list of these persons will be displayed prominently. If none is available assistance should be sought at the nearest doctor’s surgery or Accident and Emergency at the Conquest Hospital. If you are in doubt or if it is necessary, call 999.

Emergency procedures – Fire and Evacuation

The Fire Safety Officer is tasked:

  • To ensure that fire extinguishers are maintained and checked annually.
  • That emergency evacuation procedures are operable
  • That appropriate signage is in place.
  • Regular drills are carried out.
  • Ensuring that all members are familiar with the use and operation of the fire extinguishers
  • All Members must ensure that they are aware of escape routes and fire exits, together with the location of extinguishers. All Members should ensure that fire exits are kept clear and unobstructed.

Emergency Evacuation Procedure

  1. On discovering fire a member shall alert all others in the Shed immediately by shouting FIRE! FIRE! FIRE!

  2. All members in the Shed will evacuate the building by the nearest exit to them (leaving personal belongings behind).
  3. Members will assemble outside at the designated Fire Assembly Point in the Ore Community Centre Car Park.
  4. The published, designated Duty Member / Management Committee Member present, will be responsible for:
    • Phoning the Emergency Services.
    • Checking that the building is clear of members
    • Collecting the daily sign-in register.
  5. Members should only attempt to tackle any fire if trained and competent in the use of the extinguishers but must not knowingly put themselves or others in danger.

HEALTH AND SAFETY GUIDANCE

All Shed Members are required to undertake activities in the Shed with their own Health and Safety, and that of others, uppermost in their minds. Health and Safety is the responsibility of each individual Member.

All Members should:

  • Visually check all hand, power tools, equipment and installed machinery before use.
  • Not use hand, power tools, equipment or installed machinery when not previously used (without training /guidance by experienced members).
  • Not use power operated tools when there are less than two members present in the Shed.
  • Adequately secure any materials being worked upon.
  • Use all machine guards and safety equipment provided, including PPE.
  • Acquaint themselves with the location of the First Aid Kit.
  • Not bring into the Shed any hazardous substances liquids or chemicals that may be harmful.

 

Look and check… If in doubt ask… If advice is offered, listen.