Goring Gap Preservation Trust
Constitution

2. Administration.
Subject to the matters set out below the Trust and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause 7 of this constitution ("the Executive Committee").

3. Objects.
The Trust's objects ("the objects") are:

• To preserve the Goring Gap in its existing form as agricultural land, and for the benefit of the community in perpetuity
• The Goring Gap being interpreted as the land between the Ilex Avenue and the sea, and the land between the A259 Littlehampton Road and the railway line.
• In this area there should be an unrestricted green view, standing on the beach looking to the downs, and standing on the downs looking to the sea.
• The current policy for the Gap should continue, in that there should be no building and no departure from its use for agriculture.
• Existing rights of way and footpaths shall be preserved and where necessary and desirable, enhanced for the continued peaceful enjoyment of the community

4. Powers.
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
(i) power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Trust;
(iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Trust with repayment of the money so borrowed;
(v) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(vi) power to co-operate with charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(viii) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
(ix) power to do all such other lawful things as are necessary for the achievement of the objects.

5. Membership.
(1) Membership of the Trust shall be open to any one interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Executive Committee.
(2) Every member shall have one vote.
(3) The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual: provided that the individual concerned shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

6. Honorary Officers.
At the annual general meeting of the Trust the members shall elect from amongst themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

7. Executive Committee.
(1) The Executive Committee shall consist of not less than 6 members nor more than 10 members being:
(a) the honorary officers specified in the preceding clause;
(b) not less than 3 and not more than 7 members elected at the annual general meeting who shall hold office from the conclusion of that meeting;
(2) The Executive Committee may in addition appoint co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause 10(1) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
(3) All members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
(4) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their numbers or by any failure to appoint or any defect in the appointment or qualification of a member.

8. Determination of Membership of Executive Committee.
A member of the Executive Committee shall cease to hold office if he or she:
(1) is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision);
(2) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(3) is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
(4) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

9. Executive Committee Members not to be personally interested.
(1) No member of the Executive Committee shall acquire any interest in property belonging to the Trust (otherwise than as a trustee) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.

10. Meetings and proceedings of the Executive Committee.
(1) The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days' notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days must be given.
(2) The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
(3) There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
(4) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
(5) The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
(6) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
(7) The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

11. Receipts and expenditure.
(1) The funds of the Trust, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Trust at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
(2) The funds belonging to the Trust shall be applied only in furthering the objects.

12. Accounts.
The Executive Committee shall ensure that:
(1) accounting records for the Trust are kept and
(2) annual statements of account for the Trust are prepared

13. Annual General Meeting.
(1) There shall be an annual general meeting of the Trust which shall be held in the month of January in each year or as soon as practicable thereafter.
(2) Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days' notice of the annual general meeting to all the members of the Trust. All the members of the Trust shall be entitled to attend and vote at the meeting.
(3) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
(4) The Executive Committee shall present to each annual general meeting the report and accounts of the Trust for the preceding year.
(5) Nominations for election to the Executive Committee must be made by members of the Trust in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

14. Special General Meetings.
The Executive Committee may call a special general meeting of the Trust at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days' notice must be given. The notice must state the business to be discussed.

15. Procedure at General Meetings.
(1) The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Trust.
(2) There shall be a quorum when at least one tenth of the number of members of the Trust for the time being or ten members of the Trust, whichever is the greater, are present at any general meeting.

16. Notices.
Any notice required to be served on any member of the Trust shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

17. Alterations to the Constitution.
The Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

18. Dissolution.
If the Executive Committee decides that it is necessary or advisable to dissolve the Trust it shall call a meeting of all members of the Trust, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Trust. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Trust as the members of the Trust may determine or failing that shall be applied for some other charitable purpose.

19. Arrangements until first Annual General Meeting.
Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document.