The following
Constitution of the Indian Institute of Technology – London Chapter was adopted
on the 10th August 2008.
PART 1
1.
Adoption of the Constitution:
The
association and its property will be administered and managed in accordance
with the provisions in Parts 1 and 2 of this constitution.
2.
The Name
The
association’s name is
INDIAN
INSTITUTE OF TECHNOLOGY – LONDON CHAPTER (abbreviated as IIT-LC and in this
document it is called the Charity).
3.
The Objects
The Charity's
objects (the Objects) are
(1)
To advance education in science
and technology for the benefit of the public.
(2)
To advance education of
students in financial need by the provision of financial grants to Indian
Institutes of Technology (the IITs) to enable them to
study at the IITs.
(3)
To provide relief for the newly
arrived IIT alumni in the
United
Kingdom
, who are in conditions of need
hardship or distress in particular but not exclusively, by providing advice,
assistance and support with the objective of improving their integration into
society and their quality of life.
4.
Application of the Income and
Property
(1)
The income and property of the
Charity shall be applied solely towards the promotion of the Objects.
(2)
A Trustee may paid out of, or be
reimbursed from, the property of the Charity reasonable expenses properly
incurred by him or her when acting on behalf of the Charity.
(3)
None of the income or property
of the Charity may be paid or transferred directly or indirectly by way of
dividend bonus or otherwise by way of profit to any member of the Charity. This
does not prevent:
(a)
a member, who is not a Trustee,
from receiving reasonable and proper remuneration for any goods or services
supplied to the Charity;
(b)
a Trustee from:
(i) buying goods or services
from the Charity upon the same terms as other members or members of the public;
(ii) receiving a benefit from the Charity in
the capacity of a beneficiary of the Charity, provided that the Trustees comply
with the provisions of sub clause (6) of this clause, or as a member of the
Charity and upon the same terms as other members;
(c)
the purchase of indemnity
insurance for the Trustees against any liability that by virtue of any rule of
law would otherwise attach to a Trustee or other officer in respect of any negligence,
default breach of duty or breach of trust of which he or she may be guilty in
relation to the Charity but excluding:
(i)
fines;
(ii)
costs of unsuccessfully
defending criminal prosecutions for offences arising out of the fraud,
dishonesty or wilful or reckless misconduct of the Trustee or other officer(s);
liabilities to the Charity that result from conduct that the Trustee or other
officer(s) knew or ought to have known were not in the best interests of the
Charity or in respect of which the person concerned did not care whether that conduct
was in the best interests of the Charity or not.
(4)
No Trustee may be paid or
receive any other benefit for being a Trustee.
(5)
A Trustee may:
(a)
sell goods, services or any
interest in land to the Charity;
(b)
be employed by or receive any
remuneration from the Charity;
(c)
receive any other financial
benefit from the Charity,
if :
(d)
he or she is not prevented from
so doing by sub-clause (4) of this clause; and
(e)
the benefit is permitted by
sub-clause (3) of this clause; or
(f)
the benefit is authorised by
the Trustees in accordance with the conditions in sub-clause (6) of this
clause.
(6)
It is further
(a)
If it is proposed that a
Trustee should receive a benefit from the Charity that is not already permitted
under sub-clause (3) of this clause, he or she must:
(i)
declare his or her interest in
the proposal;
(ii)
be absent from that part of any
meeting at which the proposal is discussed and take no part in any discussion
of it;
(iii)
not be counted in determining
whether the meeting is quorate;
(iv)
not vote on the proposal.
(b)
In cases covered by sub-clause
(5) of this clause, those Trustees who do not stand to receive the proposed
benefit must be satisfied that it is in the interests of the Charity to contract
with or employ that Trustee rather than with someone who is not a Trustee and
they must record the reason for their decision in the minutes. In reaching that
decision the Trustees must balance the advantage of contracting with or
employing a Trustee against the disadvantage of doing so (especially the loss
of the Trustee’s services as a result of dealing with the Trustee’s conflict of
interest).
(c)
The Trustees may only authorise
a transaction falling within paragraphs 5(a)–(c) of this clause if the Trustee
body comprises a majority of Trustees who have not received any such benefit.
(d)
If the Trustees fail to follow
this procedure, the resolution to confer a benefit upon the Trustee will be
void and the Trustee must repay to the Charity the value of any benefit
received by the Trustee from the Charity.
(7)
A Trustee must absent himself
or herself from any discussions of the Trustees in which it is possible that a
conflict will arise between his or her duty to act solely in the interests of
the Charity and any personal interest (including but not limited to any personal
financial interest) and take no part in the voting upon the matter.
(8)
In this Clause 4, “Trustee”
shall include any person who is a paid-up member of the Charity.
5.
Dissolution
(1)
If the members resolve to
dissolve the Charity, the Trustees will remain in office as Charity Trustees
and be responsible for winding up the affairs of the Charity in accordance with
this clause.
(2)
The Trustees must collect in
all the assets of the Charity and must pay or make provision for all the
liabilities of the Charity.
(3)
The Trustees must apply any
remaining property or money:
(a)
directly for the Objects;
(b)
by transfer to any Charity or
charities for purposes the same as or similar to the Charity;
(c)
in such other manner as the
Charity Commission for
England
and
Wales
(“the Commission”) may approve in writing in advance.
(4)
The members may pass a
resolution before or at the same time as the resolution to dissolve the Charity
specifying the manner in which the Trustees are to apply the remaining property
or assets of the Charity and the Trustees must comply with the resolution if it
is consistent with paragraphs (a)–(c) inclusive in sub-clause (3) above.
(5)
In no circumstances shall the
net assets of the Charity be paid to or distributed among the members of the
Charity (except to a member that is itself a Charity).
(6)
The Trustees must notify the
Commission promptly that the Charity has been dissolved. If the Trustees are
obliged to send the Charity’s accounts to the Commission for the accounting
period which ended before its dissolution, they must send the Commission the
Charity’s final accounts.
6.
Amendments
(1)
The Charity may amend any
provision contained in Part 1 of this Constitution provided that:
(a)
no amendment may be made that
would have the effect of making the Charity
cease to be a Charity at law;
(b)
no amendment may be made to
alter the Objects if the change would not be within the reasonable
contemplation of the members of or donors to the Charity;
(c)
no amendment may be made to
clause 4 without the prior written consent
of the Commission;
(d)
any resolution to amend a
provision of Part 1 of this constitution is passed by not less than two thirds
of the members present and voting at a general meeting.
(2)
Any provision contained in Part
2 of this constitution may be amended, provided that any such amendment is made
by resolution passed by a simple majority of the members present and voting at
a general meeting.
(3)
A copy of any resolution
amending this constitution shall be sent to the Commission within twenty one
days of it being passed.
Part 2
7.
Membership
(1)
Membership is open to
individuals who are
(a)
Alumni (graduates and higher
qualifications) of all IITs in India (Chennai, Delhi, Gawhati, Kanpur, Kharagpur,
Mumbai and Roorkee and others that may be
established) and former academics of IITs who are
resident within the United Kingdom and Europe shall be eligible for full
membership (henceforth called ‘the Member’).
(b)
Alumni of other technical
institutions in
India
,
UK
and Europe who have acquired a minimum
qualification as a graduate and are resident within
UK
and
Europe
shall be eligible for associate
membership (henceforth called ‘the Associate Member’).
(c)
Distinguished individuals in
UK
and
India
who have contributed towards
technical developments and community relations shall be invited to become
honorary member.
(2)
The Trustees
(a)
may refuse an application for
membership if in their opinion, he or she does not meet the requirements of
Clause (1) above.
(b)
may refuse an application for
membership if, acting reasonably and properly, they consider it to be in the best
interests of the Charity to refuse the application.
(c)
must inform the applicant in
writing of the reasons for the refusal within twenty-one days of the decision.
(d)
The Trustees must consider any
written representations the applicant may make about the decision. The Trustees’
decision following any written representations must be notified to the applicant
in writing but shall be final.
(3)
Membership is not transferable
to anyone else.
(4)
The Trustees must keep a
register of names and addresses of the members which must be made available to
any member upon request.
(5)
All members and associates
members shall pay an annual subscription. The annual subscription for
membership and associate membership shall be proposed by the Executive
Committee and approved by the General Body. The subscription shall be payable
on the 1st day of January every year. A new member who joins in the
2nd half of the year will be charged half of the annual
subscription.
8.
Termination of Membership
Membership is
terminated if:
(1)
the member dies;
(2)
the member resigns by written
notice to the Charity unless, after the resignation, there would be less than
two members;
(3)
any sum due from the member to
the Charity is not paid in full within six months of it falling due;
(4)
the member is removed from
membership by a resolution of the Trustees that it is in the best interests of
the Charity that his or her membership is terminated. A resolution to remove a
member from membership may only be passed if:
(a)
the member has been given at
least twenty one days’ notice in writing of the meeting of the Trustees at
which the resolution will be proposed and the reasons why it is to be proposed;
(b)
the member or, at the option of
the member, the member’s representative (who need not be a member of the
Charity) has been allowed to make representations to the meeting.
9.
General Body Meetings
(1)
The Charity must hold a general
body meeting within twelve months of the date of the adoption of this constitution.
(2)
An annual general body meeting must be
held in each subsequent year and not more than fifteen months may elapse
between successive annual general meetings.
(3)
All general meetings other than annual
general meetings shall be called special general meetings.
(4)
The Trustees may call a special general
body meeting at any time.
(5)
The Trustees must call a special general
body meeting if requested to do so in writing by at least ten members or one
tenth of the membership, which ever is the greater. The request must state the nature
of the business that is to be discussed. If the Trustees fail to hold the
meeting within twenty-eight days of the request, the members may proceed to
call a special general body meeting but in doing so they must comply with the
provisions of this Constitution.
10.
Notice
(1)
The
minimum period of notice required to hold any general body meeting of the
Charity is fourteen clear days from the date on which the notice is deemed to
have been given.
(2)
A general body meeting may be called by
shorter notice, if it is so agreed by all the members entitled to attend and
vote.
(3)
The notice must specify the date, time
and place of the meeting and the general nature of the business to be
transacted. If the meeting is to be an annual general meeting, the notice must
say so.
(4)
The notice must be given to all the
members and to the Trustees.
11.
Quorum
(1)
No
business shall be transacted at any general body meeting unless a quorum is
present.
(2)
A quorum is;
(a)
20
members entitled to vote upon the business to be conducted at the meeting; or
(b)
one
tenth of the total membership at the time,
whichever is
the greater.
(3)
If:
(a)
a
quorum is not present within half an hour from the time appointed for the
meeting; or
(b)
during
a meeting a quorum ceases to be present, the meeting shall be adjourned to such
time and place as the Trustees shall determine.
(4)
The Trustees must re-convene the
meeting and must give at least seven clear days’ notice of the re-convened
meeting stating the date time and place of the meeting.
(5)
If no quorum is present at the
re-convened meeting within fifteen minutes of the time specified for the start
of the meeting the members present at that time shall constitute the quorum for
that meeting.
12.
Chair
(1)
General
meetings shall be chaired by the person who has been elected as Chair.
(2)
If there is no such person or he or she
is not present within fifteen minutes of the time appointed for the meeting a
Trustee nominated by the Trustees shall chair the meeting.
(3)
If there is only one Trustee present
and willing to act, he or she shall chair the meeting.
(4)
If no Trustee is present and willing to
chair the meeting within fifteen minutes after the time appointed for holding
it, the members present and entitled to vote must choose one of their number to
chair the meeting.
13.
Adjournments
(1)
The
members present at a meeting may resolve that the meeting shall be adjourned.
(2)
The person who is chairing the meeting
must decide the date time and place at which meeting is to be re-convened
unless those details are specified in the resolution.
(3)
No business shall be conducted at an
adjourned meeting unless it could properly have been conducted at the meeting
had the adjournment not taken place.
(4)
If a meeting is adjourned by a
resolution of the members for more than seven days, at least seven clear days’
notice shall be given of the re-convened meeting stating the date time and
place of the meeting.
14.
Votes
(1)
Each
member shall have one vote but if there is an equality of votes the person who
is chairing the meeting shall have a casting vote in addition to any other vote
he or she may have.
(2)
A resolution in writing signed by each
member (or in the case of a member that is an organisation, by its authorised
representative) who would have been entitled to vote upon it had it been proposed
at a general body meeting shall be effective. It may comprise several copies
each signed by or on behalf of one or more members.
15.
Officers and Trustees
(1)
The
Charity and its property shall be managed and administered by a committee
comprising the Officers and other members elected in accordance with this
Constitution. The Officers and other members of the committee shall be the
Trustees of the Charity and in this constitution are together called “the
Trustees”.
(2)
The Charity shall have the following
Officers:
(a)
A
Chairperson
(b)
Two
Joint Secretaries,
(c)
A treasurer,
(d)
A
Membership Secretary
The General Body may appoint additional officers
if it is deemed necessary to carry out the Charity work efficiently.
(3)
A Trustee must be a member of the
Charity.
(4)
No one may be appointed a Trustee if he
or she would be disqualified from acting under the provisions of Clause 19.
(5)
The number of Trustees shall be not less
than seven and the maximum number shall be agreed by the General Body.
(6)
The first Trustees (including Officers)
shall be those persons elected as Trustees and Officers at the meeting at which
this constitution is adopted.
(7)
A Trustee may not appoint anyone to act
on his or her behalf at meetings of the Trustees.
(8)
A Trustee can serve as Chairman, if
elected by the Trustees, for maximum of two consecutive one-year terms.
16.
The Appointment of Trustees
(1)
The
Charity in general body meeting shall elect the Officers and the other Trustees.
(2)
The Trustees may appoint any person who
is willing to act as a Trustee. Subject to sub-clause 5(b) of this clause, they
may also appoint Trustees to act as officers.
(3)
Each of the Trustees shall retire with
effect from the conclusion of the annual general body meeting next after his or
her appointment but shall be eligible for re-election at that annual general
meeting. No-one may be elected a Trustee or an Officer at any annual general
body meeting unless prior to the meeting the Charity is given a notice that:
(a)
is signed by a member entitled to vote at the
meeting;
(b)
states
the member’s intention to propose the appointment of a person as a Trustee or
as an officer;
(c)
is
signed by the person who is to be proposed to show his or her willingness to be
appointed.
(d)
(a)
The appointment of a Trustee, whether by the Charity in general body meeting or
by the other Trustees, must not cause the number of Trustees to exceed any
number fixed in accordance with this constitution as the maximum number of
Trustees.
(b) The Trustees may not appoint a person to be an
Officer if a person has already been elected or appointed to that office and
has not vacated the office.
17.
Powers of Trustees
(1)
The
Trustees must manage the business of the Charity and have the following powers
in order to further the Objects (but not for any other purpose):
(a)
to
raise funds. In doing so, the Trustees must not undertake any substantial
permanent trading activity and must comply with any relevant statutory
regulations;
(b)
to
buy, take on lease or in exchange, hire or otherwise acquire any property and
to maintain and equip it for use;
(c)
to
sell, lease or otherwise dispose of all or any part of the property belonging
to the Charity. In exercising this power, the Trustees must comply as
appropriate with sections 36 and 37 of the Charities Act 1993, as amended by
the Charities Act 2006;
(d)
to
borrow money and to charge the whole or any part of the property belonging to
the Charity as security for repayment of the money borrowed. The Trustees must
comply as appropriate with sections 38 and 39 of the Charities Act 1993, as
amended by the Charities Act 2006, if they intend to mortgage land;
(e)
to
co-operate with other charities, voluntary bodies and statutory authorities and
to exchange information and advice with them;
(f)
to
establish or support any charitable trusts, associations or institutions formed
for any of the charitable purposes included in the Objects;
(g)
to
acquire, merge with or enter into any partnership or joint venture arrangement
with any other Charity formed for any of the Objects;
(h)
to
set aside income as a reserve against future expenditure but only in accordance
with a written policy about reserves;
(i)
to
obtain and pay for such goods and services as are necessary for carrying out
the work of the Charity;
(j)
to
open and operate such bank and other accounts as the Trustees consider
necessary and to invest funds and to delegate the management of funds 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;
(k)
to
do all such other lawful things as are necessary for the achievement of the
Objects;
(2)
No alteration of this constitution or
any special resolution shall have retrospective effect to invalidate any prior
act of the Trustees.
(3)
Any meeting of Trustees at which a
quorum is present at the time the relevant decision is made may exercise all
the powers exercisable by the Trustees.
18.
Disqualification and Removal of
Trustees
A Trustee
shall cease to hold office if he or she:
(1)
is
disqualified for acting as a Trustee by virtue of section 72 of the Charities
Act 1993 (or any statutory re-enactment or modification of that provision);
(2)
ceases to be a member of the Charity;
(3)
becomes incapable by reason of mental
disorder, illness or injury of managing and administering his or her own
affairs;
(4)
resigns as a Trustee by notice to the
Charity (but only if at least two Trustees will remain in office when the
notice of resignation is to take effect); or
(5)
is absent without the permission of the
Trustees from all their meetings held within a period of six consecutive months
and the Trustees resolve that his or her office be vacated.
19.
Proceedings of Trustees
(1)
The
Trustees may regulate their proceedings as they think fit, subject to the
provisions of this constitution.
(2)
Any Trustee may call a meeting of the
Trustees.
(3)
The secretary must call a meeting of
the Trustees if requested to do so by a Trustee.
(4)
Questions arising at a meeting must be
decided by a majority of votes.
(5)
In the case of an equality of votes,
the person who chairs the meeting shall have a second or casting vote.
(6)
No decision may be made by a meeting of
the Trustees unless a quorum is present at the time the decision is purported
to be made.
(7)
The quorum shall be one more than the
50% of the total number of Trustees of the Charity.
(8)
A Trustee shall not be counted in the
quorum present when any decision is made about a matter upon which that Trustee
is not entitled to vote.
(9)
The person elected as the Chair shall
chair meetings of the Trustees.
(10)
If the Chair is unwilling to preside or
is not present within ten minutes after the time appointed for the meeting, the
Trustees present may appoint one of their numbers to chair that meeting.
(11)
The person appointed to chair meetings
of the Trustees shall have no functions or powers except those conferred by
this constitution or delegated to him or her in writing by the Trustees.
(12)
A resolution in writing signed by all
the Trustees entitled to receive notice of a meeting of Trustees or of a
committee of Trustees and to vote upon the resolution shall be as valid and
effectual as if it had been passed at a meeting of the Trustees or (as the case
may be) a committee of Trustees duly convened and held.
(13)
The resolution in writing may comprise
several documents containing the text of the resolution in like form each
signed by one or more Trustees.
20.
Delegation
(1)
The
Trustees may delegate any of their powers or functions to a committee of two or
more Trustees but the terms of any such delegation must be recorded in the
minute book.
(2)
The Trustees may impose conditions when
delegating, including the conditions that:
(a)
the
relevant powers are to be exercised exclusively by the committee to whom they
delegate;
(b)
no
expenditure may be incurred on behalf of the Charity except in accordance with
a budget previously agreed with the Trustees.
(3)
The Trustees may revoke or alter a
delegation.
(4)
All acts and proceedings of any
committees must be fully and promptly reported to the Trustees.
21.
Irregularities in Proceedings
(1)
Subject
to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of
a committee of Trustees, shall be valid notwithstanding the participation in
any vote of a Trustee:
(a)
who
was disqualified from holding office;
(b)
who
had previously retired or who had been obliged by the constitution to vacate
office;
(c)
who
was not entitled to vote on the matter, whether by reason of a conflict of
interest or otherwise;
if, without:
(a)
the
vote of that Trustee; and
(b)
that
Trustee being counted in the quorum,
the decision has been made by a majority of the Trustees at a quorate meeting.
(2)
Sub-clause (1) of this clause does not
permit a Trustee to keep any benefit that may be conferred upon him or her by a
resolution of the Trustees or of a committee of Trustees if the resolution
would otherwise have been void.
(3)
No resolution or act of
(a)
the
Trustees
(b)
any
committee of the Trustees
(c)
the
Charity in general body meeting shall be invalidated by reason of the failure
to give notice to any Trustee or member or by reason of any procedural defect
in the meeting unless it is shown that the failure or defect has materially prejudiced
a member or the beneficiaries of the Charity.
22.
Minutes
The Trustees
must keep minutes of all:
(1)
appointments
of Officers and Trustees made by the Trustees;
(2)
proceedings at meetings of the Charity;
(3) meetings of the Trustees and committees of Trustees including:
(a)
the
names of the Trustees present at the meeting;
(b)
the
decisions made at the meetings; and
(c)
where
appropriate the reasons for the decisions.
23.
Annual Report and Return and
Accounts
(1)
(1)
The Trustees must comply with their obligations under the Charities Act 1993
with regard to:
(a)
the
keeping of accounting records for the Charity;
(b)
the
preparation of annual statements of account for the Charity;
(c)
the
transmission of the statements of account to the Charity;
(d)
the
preparation of an Annual Report and its transmission to the Commission;
(e)
the
preparation of an Annual Return and its transmission to the Commission.
(2)
Accounts must be prepared in accordance
with the provisions of any Statement of Recommended Practice issued by the Commission,
unless the Trustees are required to prepare accounts in accordance with the
provisions of such a Statement prepared by another body.
24.
Registered particulars
The Trustees
must notify the Commission promptly of any changes to the Charity’s entry on
the Central Register of Charities.
25.
Property
(1)
The
Trustees must ensure the title to:
(a)
all
land held by or in trust for the Charity that is not vested in the Official
Custodian of Charities; and
(b)
all
investments held by or on behalf of the Charity, is vested either in a
corporation entitled to act as custodian Trustee or in not less that three
individuals appointed by them as holding Trustees.
(2)
The terms of the appointment of any
holding Trustees must provide that they may act only in accordance with lawful
directions of the Trustees and that if they do so they will not be liable for
the acts and defaults of the Trustees or of the members of the Charity.
(3)
The Trustees may remove the holding
Trustees at any time.
26.
Repair and insurance
The Trustees
must keep in repair and insure to their full value against fire and other usual
risks all the buildings of the Charity (except those buildings that are
required to be kept in repair and insured by a tenant). They must also insure
suitably in respect of public liability and employer’s liability.
27.
Notices
(1)
Any
notice required by this constitution to be given to or by any person must be:
(a)
in
writing; or
(b)
given
using electronic communications.
(2)
The Charity may give any notice to a
member either:
(a)
personally;
or
(b)
by
sending it by post in a prepaid envelope addressed to the member at his or her
address; or
(c)
by
leaving it at the address of the member; or
(d)
by
giving it using electronic communications to the member’s address.
(3)
A member who does not register an
address with the Charity or who registers only a postal address that is not
within the
United Kingdom
shall not be entitled to receive any notice from the Charity.
(4)
A member present in person at any
meeting of the Charity shall be deemed to have received notice of the meeting
and of the purposes for which it was called.
(5)
Proof of a notice may be
(a)
an
envelope containing a notice was properly addressed, prepaid and posted shall
be conclusive evidence that the notice was given.
(b)
a
notice contained in an electronic communication was sent in accordance with
guidance issued by the
Institute
of
Chartered Secretaries
and Administrators shall be conclusive evidence that the notice was given.
(c)
deemed
to be given 48 hours after the envelope containing it was posted or, in the
case of an electronic communication, 48 hours after it was sent.
28.
Rules
(1)
The
Trustees may from time to time make rules or bye-laws for the conduct of their
business.
(2)
The bye-laws may regulate the following
matters but are not restricted to them:
(a)
the
admission of members of the Charity (including the admission of organisations
to membership) and the rights and privileges of such members, and the entrance
fees, subscriptions and other fees or payments to be made by members;
(b)
the
conduct of members of the Charity in relation to one another, and to the
Charity’s employees and volunteers;
(c)
the
setting aside of the whole or any part or parts of the Charity’s premises at
any particular time or times or for any particular purpose or purposes;
(d)
the
procedure at general body meeting and meetings of the Trustees in so far as
such procedure is not regulated by this Constitution;
(e)
the
keeping and authenticating of records. (If regulations made under this clause
permit records of the Charity to be kept in electronic form and requires a
Trustee to sign the record, the regulations must specify a method of recording
the signature that enables it to be properly authenticated.)
(f)
generally,
all such matters as are commonly the subject matter of the rules of an
unincorporated association.
(3)
The Charity in general body meeting has
the power to alter, add to or repeal the rules or bye-laws.
(4)
The Trustees must adopt such means as
they think sufficient to bring the rules and bye-laws to the notice of members
of the Charity.
(5)
The rules or bye-laws shall be binding
on all members of the Charity. No rule or bye-law shall be inconsistent with,
or shall affect or repeal anything contained in, this constitution.
