1. Name
The name of the association shall be Transition Southampton
2. Type of association
Transition Southampton is an unincorporated not for profit association.
3. Mission Statement
Transition Southampton is committed to working with local communities, organisations and local government to help develop positive solutions that meet the imminent challenges of fossil fuel scarcity (‘Peak Oil’) and Climate Change. Above all, Transition Southampton has a positive vision of a resilient future after the age of abundant fossil fuels energy.
4. Objects
The objects of Transition Southampton shall be:
- to raise awareness of climate change and peak oil in the city of Southampton,
- to develop and implement an Energy Descent Action Plan (EDAP) for a more sustainable Southampton,
- to further and enable the reduction of the carbon footprint of Southampton’s residents, businesses, organisations, and local government,
- to reinvigorate the bonds of community in Southampton, and
- to provide education and opportunities for reskilling to promote individuals’ resilience.
5. Powers
Transition Southampton shall have the powers to:
5.1. Represent the interests of Southampton in the national Transition Network movement
5.2. Raise funds to pursue the above objects
5.3. Do all such other activities, enterprises, projects or ventures that can in the opinion of Transition Southampton be deemed incidental or conducive (either directly or indirectly) to the attainment of the above objects
5.4. Employ staff to further the above objects
5.5. Buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use; (power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Association);
5.6. Do such things as are lawful and necessary in order to pursue the objects of the organisation.
6. Membership
6.1. All residents, organisations and businesses of the City of Southampton who support the above objects may be members. Those members who are over the age of 18 shall have voting rights. Membership of the group shall be irrespective of race, nationality, class, political views, religious opinion, gender, sexual orientation or disability.
6.2 The membership of any member can be terminated for any good reason by the steering committee and the member has the right to be heard by the core group accompanied by a friend before a final decision is made.
7. Management
7.1. Transition Southampton is an open network organisation comprising of its membership and associated interest groups and all aspects of its management shall be transparent to all members.
7.2. Governance over key strategic issues of Transition Southampton resides with members who attend Open Meetings, Annual General Meetings or Special General Meetings.
7.3 Decisions will be taken by majority vote and in accordance with the quorums stated in this constitution.
7.4. Ongoing management will be provided by a coordination group, comprised of a chair and two vice-chairs, a membership secretary, a treasurer, press officer, and one member of each of the working groups. The coordination group's responsibilities include the management of the association, supervision of financial matters, initialisation of projects, media relations and liaison with other local organisations.
7.5. The association’s chairs, membership secretary, treasurer and press officer are elected by members at Annual General Meetings.
7.6. The sub-groups are responsible to the coordination group, particularly with regard to key strategic decisions.
7.7. Coordination group meetings will be held at least once every three months.
7.8. For each meeting, a facilitator will be elected by the attendants of that meeting.
7.9. The quorum at a coordination group meeting will be 4 members or 30% of coordination group members whichever is the smaller number,
7.10. The coordination group may temporarily appoint additional people to the group for specific roles and activities.
7.11. Any member may attend a coordination group meeting.
7.12. Notes from meetings of the coordination group will be published on the association website.
8. Open Meetings
8.1. Open Meetings will be held at a minimum of six monthly intervals and may be attended by any member.
8.2. The quorum at an Open Meeting will be 8 members or 30% of members whichever is the smaller number.
8.3. All members are eligible to vote at Open Meetings.
8.4. Notice of Open Meetings will be given at least two weeks prior to the meeting date. Dates, times and venue will be shown on the association website and /or communicated by
email and newsletter.
8.5. At each Open Meeting the coordination group will provide an update on key association issues and shall when necessary seek the approval of members for specific actions.
8.6. Open Meetings will provide the opportunity for the association’s working groups to discuss and report back on current activities.
9. Annual General Meetings
9.1. The coordination group shall hold an Annual General Meeting within 15 months of the establishment of the association and then within 15 months of the last, giving at least 21 days notice to members.
9.2. The purpose of the Annual General Meeting will be to:
- Receive the Annual Report of the Association
- Receive the independently examined accounts
- Elect officers of the association
- Receive and vote on proposals to change the Constitution
9.3. The quorum at an Annual General Meeting shall be 8 members or 30% of members whichever is the smaller number.
10. Special General Meetings
10.1. The coordination group may, at any time, call a Special General Meeting either for the purpose of altering the constitution or for considering any matter which the group may decide should be referred to the members in general.
10.2. The coordination group shall also call a meeting at the written request of not fewer than 6 members, who shall give reasons for the request.
10.3. At least 21 days notice should be given to members of the calling of a Special General Meeting, stating the purpose of the meeting and any resolutions to be made
10.4. The quorum at a Special General Meeting shall be 8 members or 30% of members whichever is the smaller number.
11. Finance
11.1. Finances may be obtained by means of such lawful fundraising activities as the coordination group may deem acceptable. All monies raised by, or on behalf of, Transition Southampton shall be applied to further the objects of Transition Southampton and for no other purpose.
11.2. The treasurer shall keep proper accounts of Transition Southampton and shall open a bank account in the name of Transition Southampton. Reports on the finances will be made to the coordination group regularly. At least three members shall be signatories to the bank account and at least two of these signatories will be needed to withdraw any monies. Signatories will not sign ‘blank’ cheques.
11.3. The accounts shall be independently examined each year. The examiner shall not be a member of the coordination group.
12. Alterations to the Constitution
12.1. Any alteration to the constitution shall require the approval of a two-thirds majority of those present and voting at an Annual General Meeting or Special General Meeting.
13. Change of association status
13.1. Should the coordination group decide by a simple majority vote that it is in the interests of Transition Southampton to change its status this shall be done by resolution at either an Annual General Meeting or Special General Meeting of members.
13.2. The Association may by resolution and two-thirds majority vote of members:
(a) amalgamate with any other associations or society or other body having similar objects.
(b) convert itself into a company (Limited or otherwise) under the companies acts
(c) convert itself into a charitable trust or incorporated charity under the charity acts
13.3. The association shall be responsible for any costs associated with amalgamation or conversion.
13.4. All monies and assets held by the association at the time of amalgamation or conversion will be transferred to the new organisation.
14. Dissolution
14.1. If the coordination group should decide by a simple majority that it is necessary or advisable to dissolve Transition Southampton it shall call a Special General Meeting of all the members of Transition Southampton, with at least 21 days’ notice, stating the terms of the resolution to be proposed to the meeting.
14.2. If the decision to dissolve is confirmed by a two-thirds majority of those present and voting at the meeting, the coordination group shall have the power to dispose of any assets held by Transition Southampton.
14.3. Any assets remaining after the satisfaction of any debts and liabilities shall be transferred to a Transition Town with similar objects as approved at the dissolving meeting.
15. Acceptance
This constitution was adopted as the constitution of Transition Southampton at the meeting held at Jamie’s Computers, on 26th of May 2009.
