Welcome to Mangochi Youth Sports Academy

Constitution of MYD >

Constitution Adopted on the 20th September 2008

PART 1
(1) Adoption of the constitution
The association and its property will be administered and managed in Accordance with the provision in part 1 and 2 of this constitution.

(2) The Name
The association's name is Malawi Youth Dream (and in this document it is called the 'Charity').

(3) The Objects
To use sport, games and play to advance education, especially health and life skills education, amongst mainly, but not exclusively children and young people of 16 years of age or less. Through leisure time activities develop young peoples capabilities to grow to full maturity as individuals and become active members of society by support from the Malawian Non-governmental organisation known as Mangochi Youth Sports Academy (registered with the Malawian Register General 9280).

(4) Application of the Income and Property
(4.1) The income and the property of the Charity shall be applied solely towards the promotion of the objects.
(4.2) A Trustee may pay out of, or be reimbursed, from, the property of the Charity for reasonable expenses incurred by him or her when acting on behalf of the Charity.
(4.3) 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:
  (4.3.1) A member who is also not a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Charity;
  (4.3.2) a Trustee from:
    (a) buying goods or services from Charity upon the same terms as other members or member of the public;
    (b)Receiving benefits from the Charity in the capacity of a Beneficiary of the Charity, provided that the Trustee comply with the provision of sub clause (6) or this clause, or as a member of the Charity and upon the same terms as others members;
  (4.3.3) the purchase of indemnity insurance for the Trustee against any liability that by virtue of any rule of law would otherwise attach to a Trustee or a Trustee or other officer in respect or 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:
     (a) fines;
     (b) cost of unsuccessfully defending criminal prosecution for offence arising out of the fraud, dishonestly or wilful or reckless misconduct of the Trustee or other officer;
     (c) liabilities to the Charity that result from conduct that the Trustee or other officer knew or ought to have known was 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 interest of the Charity or not.
  (4.5) No Trustee may be paid or receive any other benefit for being a Trustee.
  (4.6) A Trustee may:
     (4.6.1) sell goods, services or any interest in land of the Charity;
     (4.6.2) be employed by or receive any remuneration from Charity;
     (4.6.3) receive any other financial benefit from the Charity, if:
     (4.6.4) he or she is not prevented from so doing by sub-clause (4) of this clause; and
     (4.6.5) the benefit is permitted by sub-clause (3)of this clause, or
     (4.6.6) the benefit is authorised by the Trustee in accordance with the condition in sub-clause (6)of this clause.
  (4.7.1) 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 she must:
     (4.7.1.1) declare his or her interest in the proposal:
     (4.7.1.2) be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it;
    (4.7.1.3) not be counted in determining whether the meeting is quorate;
     (4.7.1.4) not vote on proposal.
  (4.7.2) in cases covered by sub-clause (5) of this clause, those Trustee who do not stand to receive the proposed benefit must be satisfied that it is in the Interest of the Charity to contract with or employ that Trustee rather than with someone who is not a Trustee and must record the reason for their decision in the minutes. In reaching that decision the Trustee must balance the advantage of contacting with or employ in Trustee against the disadvantage of doing so (especially the loss of the Trustee's service as a result of dealing with the Trustee's conflict of interest).
  (4.7.3) The Trustee may only authorise a transaction falling within paragraphs (5.1) - (5.3) of this clause if the Trustee body comprises a majority of Trustees who have not received any such benefit.
  (4.7.4) If the Trustee 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.
  (4.8) A Trustee must absent himself or herself from any discussion of the Trustee in which it is possible that a conflict will raise between his or her duty act solely in the interest of the Charity and any personal interesting (including but not limited to any personal financial interest) and take no part in the voting upon the matter.
  (4.9) In this clause 4,"Trustee" shall include any person firm or company Connect with the Trustee.

(5) Dissolution
  (5.1) If the members resolve to dissolve the Charity, the Trustee will remain in office as Charity Trustee and be responsible for winding up the affair of the Charity for all the liabilities off the Charity.
  (5.2) the Trustee must apply any remaining property or money:
    (5.2.1) directly for objects;
    (5.2.2) by transfer to any Charity or Charities for purposes the same as or similar to the Charity;
    (5.2.3) in such other manner as the Charity ("commission")may approve in writing in advance.
  (5.3) 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 Trustee are to apply the remaining property or assets of the Charity and the Trustee must comply with the resolution if it is consistent with paragraphs (5.2.1)-(5.2.3) inclusive.
  (5.4) In no circumstances shall the net asset of the Charity be paid to or distributed among the members of Charity (expect to a member that is itself a Charity).
  (5.5) The Trustee must notify the commission promptly that the Charity has been dissolved. If the Trustee 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
  (6.1) The Charity may amend any provision contained in Part 1 of this Constitution provided that:
    (6.1.1) no amendment may e made that would have the effect of making the Charity cease to be a Charity at law;
    (6.1.2) no amendment may be made to alter the objects if the change would not be within the reasonable contemplation of the member of or donors to the Charity;
    (6.1.3) no amendment may be made to clause 4 without the prior written consent of the Commission;
    (6.1.4) 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.
  (6.2) Any provision contained in part 2 of this Constitution may be amended, provided that any such amendment is made by resolution passed by simple majority of the members present and voting at a general meeting.
  (6.3) A copy of any resolution amending this constitution shall be sent to the commission within twenty one days of it begin passed.

Part 2

(7) Membership
  (7.1) Membership is open to individuals over eighteen or organisations who are approved by the Trustee.
  (7.2.1) The Trustee may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interest of the Charity to refuse the application.
    (7.2.2) The Trustee must inform the applicant in within of the reason for the refusal within twenty one days of the decision.
    (7.2.3) The Trustee must consider any written representations the applicant may make about the decision. The Trustees decisions following any written representations must be notified to the applicant in writing but shall be final.
  (7.3) Membership is not transferable to any one else.
  (7.4) The Trustees must keep a register of names and addresses of the members which must be made available to any member upon request.

(8) Termination of Membership
Membership is terminated:
  (8.1) The member dies or, if it is an organisation, ceases to exist;
  (8.2) The member resigns by written notice to the Charity unless, after the resignation, there would be less than two members.
  (8.3) Any sum due from the member of the Charity is not paid in full within six months of it falling due;
  (8.4) The member is removed from membership by a resolution of the Trustees that it is in the best interest of the Charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed:
    (8.4.1) 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 reason why it is to be proposed;
    (8.4.2) The member or, at the option of the member, the members representative(who need not to be a member of the Charity) has been allowed to make a representation.

(9) General Meetings
  (9.1) The Charity must hold a general meeting within twelve months of the date of adoption of this constitution.
  (9.2) An Annual General meeting must be held in each subsequent year not more than fifteen months may elapse between successive annual general meeting.
  (9.3) All general meetings other than annual general meetings shall be called special general meetings.
  (9.4) The Trustees may call a special general meeting any time.
  (9.5) The Trustees must call a special general meeting if requested to do so in written by at least ten members or one tenth of the membership, which ever is 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 must proceed to call a special general meeting but in doing so they must comply with the provisions of the constitution.

(10) Notice
  (10.1) The minimum period of notice required to hold any general meeting of the Charity is fourteen clear days from the date on which the notice is deemed to have been given.
  (10.2) A general meeting may be called by a shorter notice, if it is so agreed by all the members entitled to attend and vote.
  (10.3) 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 annual general meeting, the notice must say so.
  (10.4) The notice must be given to all the members and to all the Trustees.

(11) Quorum
  (11.1) no business shall be transacted at any general meeting unless a Quorum is present.
  (11.2) a quorum is; members entitled to vote upon the business to be Conducted at the meeting; or one tenth of the total membership at the time, which ever is the greater.
  (11.3) if:
    (11.3.1) a quorum is not present within half an hour from the time appointed for the meeting; or
    (11.3.2) during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the Trustee shall determine.
  (11.4) The Trustees must re-convene the meeting and must give at least seven clear days notice of the re-convene meeting stating the date time and place of the meeting.
  (11.5) 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
  (12.1) General meeting shall be chaired by the person who has been Elected as chair.
  (12.2) If there is no such person or he or she is not present within fifteen minutes of the appointed for the meeting a Trustee nominated by the time appointed Trustees shall chair the meeting
  (12.3) If there is only one Trustee present and willing to act, he or she shall chair the meeting.
  (12.4) 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.Adjoudrnments
  (13.1) The members present at a meeting may resolve that the meeting shall be adjourned.
  (13.2) 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.
  (13.3) No business shall be conducted at and adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
  (13.4) 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
(14.1) Each member shall have one vote but if there is an equality of votes the person who is chairing the meetings shall have a castings vote in addition to any other vote he or she may have.

(15) Representatives of other bodies
  (15.1) Any organisation that is a member of the Charity may nominate any person to act as its representative at any meeting of the Charity.
  (15.2) The organisation must give written notice to the Charity of the name of its representative. The nominee shall not be entitled to represent the organisation at any meting unless the notice has been received by the Charity. The nominee may continue to represent the organisation until written notice to the contrary is received by the Charity.
  (15.3) Any notice given to the Charity well be conclusive evidence that they nominee is entitled to represent the organisation or that his or her authority as been revoked. The Charity shall not be required to consider whether the nominee as been properly a pointed by the organisation.

(16) Officers and Trustees
  (16.1) The Charity and its property shall be managed and administered by a community comprising the officers and the other members elected in accordance with this constitution the officers and other members of the community shall be the Trustees of the Charity and in this Constitution are together called the Trustees.
  (16.2) The Charity shall have the following officers:

A Chair

A secretary

A treasure

  (16.3) A Trustee must be a member of the Charity or the nominated representative of an organisation that is a member of the Charity.
  (16.4) No one may be appointed a Trustee shall be not less than three but (unless otherwise determined by a resolution of the Charity in general Meeting) shall not be subject to any maximum.
  (16.5) The first Trustee (including officers) shall be those person elected as Trustees and officer at the meeting at which this constitution is adopted.
  (16.6) A Trustee may not appoint any one to act on his or her behalf at meeting of the Trustee.

(17) The appointment of Trustee
  (17.1) The Charity in general meetings shall elect the officers and the other Trustee.
  (17.2) The Trustee may appoint any person who is willing to act as a Trustee. To sub-clause 5(b) of this clause, they may also Appoint Trustee to act as officers.
  (17.3) Each of the Trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall be eligible for re-election at that annual general meeting.
  (17.4) No-one may be elected a Trustee or an officer at any annual General 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 a officer;
     (c) is signed by the person who is to be proposed to show his or her willingness to be appointed.
  (17.5.1)The appointment of a Trustee ,whether by the Charity in General meeting or by the other Trustee, must not cause the number or Trustee to exceed any number fixed in accordance with this constitution as the maximum number of Trustees.
     (17.5.2) The Trustee 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.

18. Powers of Trustees
  (18.1) The Trustee 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 regulation;
    (b) to buy .take on lease or exchange, hire or otherwise acquire any property and to maintain and equip it for use;
    (c) to sell, take on lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power ,the Trustee 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;
    (j) to obtain and pay for such goods and services as are necessary for carrying out the work of the Charity;
    (k) to open and operate such bank and other accounts has 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;
     (i) to do all such other lawful things as are necessary for the achievement of the objects.
  (18.2) No attraction of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.
  (18.3) Any meeting of Trustee at which a quorum is present at the time the relevant decision is made may exercise all powers exercisable by the Trustees.

19. Disqualification and Removal of Trustees
A Trustee shall cease to hold office if he or she:
  (19.1) 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);
  (19.2) cease to be a member of the Charity;
  (19.3) becomes incapable by reason off mental disorder, illness or injury of managing and administering his her own affairs;
  (19.4) resign as Trustee by notice to the Charity (but only if at least two Trustee will remain in office when the notice of resignation is to take effect);or
  (19.5) is absent without the permission of the Trustee from all their meeting held within that period of consecutive months and the Trustees resolve that his or her office be vacated.

20.Proceedings of Trustees
  (20.1) The Trustees may regulate their proceeding as the think fit, subject to the provision of this constitution.
  (20.2) Any Trustee may call a meeting of the Trustees.
  (20.3) The secretary must cal the meeting of the Trustees if requested to so by a Trustee.
  (20.4) Question arising at a meeting must be decided by a Majority of votes.
  (20.5) In the case of an equality of votes ,the person who chairs the meeting shall have a second or casting vote.
  (20.6) No decision may be made by a meeting of the Trustee unless a quorum is present at the time the decision is purported to be made.
  (20.7) The quorum shall be two or the number nearest to one third of the total number of Trustees, whichever is the greater or such larger number as may be decided from time to time by the Trustees.
  (20.8) 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.
  (20.9) If the number of Trustees is less than the number fixed as the quorum, the continuing Trustee or Trustee may act only for the purpose filling vacancies or of calling a general meeting.
  (20.10) The person elected as the chair shall chair meeting of the Trustees.
  (20.11) If the chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting ,the Trustee present may appoint one of their number to chair that meeting.
  (20.12) The person appointed to chair meetings of the Trustee shall have no functions or power except those conferred by this constitution or delegate to him or her in writing by the Trustees.
  (20.13) A resolution in written signed by all the Trustee and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustee or(as the case may be) a committee of Trustee duly convened and held.
  (20.14) The resolution in the writing may comprise several document containing the text of the resolution in like from each signed by one or more Trustees.

21.Delegate
  (21.1) The Trustee may delegate any of their powers or functions to a Committee of two or more Trustees but the term of any such Delegation must be recorded in the minute book.
  (21.2) The Trustee may impose conditions when delegating ,including the condition that: the relevant powers are to be exercised exclusively by the Committee to whom the delegate; no expenditure may be incurred on behalf of the Charity except in accordance with a budget previously agreed with the Trustee.
  (21.3) The Trustee may revoke or alter a delegation.
  (21.4) All facts and proceeding of any committees must be fully and promptly reported to the Trustees.

22.Irregularities in proceedings
  (22.1) Subject to sub-clause (2)of this clause ,all acts done by a meeting of Trustees, or of committee of Trustee ,shall be valid notwithstanding the participation in any vote of a 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 Trustee; and

that Trustee being counted in the quorum, the decision has been made by a majority of the Trustee at a Quorate meeting

  (22.2) Sub-clause (1)of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by resolution of the Trustee or of Trustees or of the committee of Trustee if the resolution would otherwise have been void.
  (22.3) No resolution or act of
    (a) the Trustees
    (b) any Committee of the Trustees
    (c) the Charity in general 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 in is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Charity.

23.Minutes
The Trustees must keep minutes of all:
  (23.1) appointments of officers and Trustees made by the Trustees;
  (23.2) proceed at meting of the Charity
  (23.3) meeting of the Trustees and committee of Trustees including:
    the names of the Trustee present at the meeting
    the decision made at the meeting; and
    where appropriate the reasons for the decisions.

(24) Annual Report and Returns and Accounts
  (24.1) the Trustee must comply with their obligations under the Charities Act 1993 with regard to:
    (a) the keeping of accounting records for Charity;
    (b) the preparation of annual statements of account for the Charity ;
    (c) the transmission of the statement 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 it's transmission to the commission

  (24.2) accounts must be prepared in accordance with the provision off any state of recommended practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provision of such a statement prepared by another body.

(25) Registered particulars
The Trustees must notify the commission promptly of any changes to the Charity's entry on the central register of Charities

(26) Property
  (26.1) the Trustees must ensure the title to:
    (a) all the land held by or in trust fir the Charity that is not vested in the official custodian of Charities; and
    (b) all investments held by or on behalf of the Charity, in vested either in a corporation entitled to act as custodian Trustee or in not less that three individuals appointed by them as holding Trustee.
  (26.2) the term of the appointed of any holding Trustee must provided that they may act only in accordance with lawful directions of the Trustee and that if they do so they will not be liable for the acts and defaults of the Trustee or of the members of the Charity.
  (26.3) the Trustee may remove the holding Trustee at any time

(27) Repair and insurance
The Trustee must keep in repair in insure to their full value against fire and other usual risks all the buildings of the Charity (expect those buildings that are required to be kept in repair and insure by a tenant) they must also in sure suitable in respect of public liability and employer's liability.

(28) Notices
(28.1) 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.
  (28.2) 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.
  (28.3) A member who does not register an address with the Charity or who only registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity.
  (28.4) a member present in the person at any meeting of the Charity shall be deemed to have received notice off the meeting and of the purpose for which it was called.
  (28.5)
    (a) proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given;
    (b) proof that a notice contained in an electronic communication was sent in a accordance with guidance issued by the institute of charted secretaries and administrator shall be conclusive evidence that the notice was given;
    (c) a notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in case of an Electronic communication, 48 hours after it was sent.

    (29) Rules
  (29.1) the Trustees may from time to time make rules or bye laws for the conduct of their business.
  (29.2) the bye-laws may regulate the following matters but are not restricted to them:
    (a) the admission of organisations to membership )and the right and privilege of such members, and the entrance fee, subscriptions and other fee or payments to be made by members;
    (b) the product of members of the Charity in relation to one another ,and to the Charity's employee and;
    (c) the setting aside of the whole or any part or parts of the charity's premises at ant particular time or times or for any particular purpose or purposes;
    (d) the prod educe at general meeting and meetings of the Trustees in so far as such procedure is not regulated by this constitution;
    (e) the keeping and authenticating to records.(if regulation made under this clause permit records or the Charity to be kept in electronic form and required a Trustee to sign the record, the regulation must specify a method of recording the signature that enables it to be properly authenticated)
    (f) general, all such matters as are commonly the subject matter of thee rules of an unincorporated association.
  (29.3) The Charity in general meeting has the power to alter ,add to or repeal the rules or bye-laws.
  (29.4) The Trustees must adopt such means as they think sufficient to bring the rules and bye-law to the notice of member of the Charity.
  (29.5) The rules or bye-laws shall be binding on all members of the Charity. No rule on bye-law shall be inconsistent with, or shall affect or repeal anything contained in this constitution.