OUTHOUSE EAST

[formerly ColchesterGAYswitchboard]

Constitution
June 2018 (Final Version)

1
1. NAME
The charity’s name is Outhouse East, formerly known as Colchester Gay
Switchboard. From now on it will be referred to as Outhouse East in this
document.

2. PURPOSE
The purpose of Outhouse East is:-
 To support people who may be experiencing mental, emotional or other
crisis due to their homosexual, bisexual, transgender nature, or who may
be in doubt as to their sexual identity, and to work to prevent their
isolation and help them realise their full potential.
 To support people who are affected or infected by HIV or AIDS
 To educate the public about homosexuality, gender issues, HIV or AIDS.
 To provide telephone counselling, advice and information for the above
purposes.
 To offer support to carers, partners and families of the above.
 To be a point of contact for homosexual, bisexual, transgender people
and anyone affected by HIV or AIDS.

3. POWERS
To further the above purposes Outhouse East, through its Board of
Trustees, is empowered to:
 Provide or assist in the provision of information, advice and advocacy
through the means deemed most appropriate to the individual or
group at the time.
 Recruit and train Outhouse East volunteers.
 Employ and pay people, who are not members of the Board of
Trustees, to undertake activity required for the Purpose and make all
reasonable and necessary provision for the payment of pensions and
superannuation to them and their dependents.
 Commission, produce or distribute materials which assist with agreed
activities.
 Promote the services and facilities of Outhouse East to individuals
and organisations through all appropriate media.
 Provide or procure services deemed to meet identified needs.

2
  Commission, produce or support the production and publication of
relevant research.
 Produce and provide training, lectures and other educational
activities.
 Initiate or participate in exhibitions and conferences.
 Network and co-operate with other voluntary and statutory
organisations at local, regional and national level.

4. MEMBERSHIP
 Membership is open to both individuals over the age of 16 and
organisations, subject to approval of their application by the Board of
Trustees.
 Each Member will have 1 vote at the AGM or any SGM.
 Honorary but non-voting Members may be appointed at the
discretion of the Board of Trustees.
 The Board of Trustees reserves the right to reject applications for
membership.
 A successful application to become a volunteer will also bring with it
membership.
 Each organisation that is a Member shall appoint one person to vote
on its behalf at the AGM or any SGM.
 Yearly subscriptions may be levied on all Members at such rate/s as
the Board of Trustees decides.
 Members may resign at any time and should give seven days notice of
their intention.
 Automatic membership given to volunteers will cease once a
volunteer gives notice of their intention to cease volunteering. They
may however apply for membership in the same way as anyone else.
 Membership can be removed in the conditions outlined in the
Members Code of Conduct and Members Misconduct Procedure
policies.

5. VOLUNTEERS
 The appointment of volunteers is at the discretion of the Board of
Trustees. This responsibility may be devolved to employees of
Outhouse East by agreement of the Board of Trustees.
 People applying to become volunteers will be subject to the agreed
application and approvals process in place at the time.

3
  Volunteers are subject to the Code of Conduct for Volunteers which
they must sign as part of their recruitment process.
 The Board of Trustees reserves the right to dismiss Volunteers in line
with the Code of Conduct for Volunteers.

6. PATRONS
 The Board of Trustees may appoint and remove any person as patron,
and on such terms as it thinks fit.
 A Patron will have the same right to information about the
organisation and its meetings as other members, but may not vote.

7. THE BOARD OF TRUSTEES

Appointment and Retirement of Trustees:
 The Board of Trustees must have a minimum of 3 Trustees, but there
is no maximum number.
 All Trustees must be over 18 years old, and not disqualified from
acting as a Trustee under the provisions of the current Charities Act.
 Trustees will not be paid by the organisation but can receive
reasonable expenses in accordance with the Expenses Policy.
 Potential Trustees may be identified by the Board of Trustees,
Members or come forward themselves.
 The initial decision to appoint a Trustee is at the discretion of the
Board of Trustees.
 The Board of Trustees may appoint someone as a Trustee either to fill
a vacancy or as an additional Trustee. Such Trustees will have the
same voting rights as other Trustees at the discretion of the Board of
Trustees. At the next AGM any such Trustee must be officially voted in
or immediately cease to operate as a Trustee.
 Trustees are subject to the application and approvals process in place
at the time.
 Trustees are subject to the Trustee Code of Conduct which they must
sign as part of their recruitment process.
 At the AGM the longest serving 1/3 of the Trustees (or the number
nearest to this) will retire from office. If all the Trustees were
appointed/reappointed at the same time, they may choose amongst
themselves who is to retire or draw lots. If there are no new people
to fill these vacancies, the retiring Trustees will be asked to stand
again and if willing, a vote taken. If there are more candidates than
vacant positions a vote will be taken to determine the outcome.

4
  A Trustee may be reappointed for up to 5 consecutive years. At this
point they must stand down for at least 1 year, unless the total
number of Trustees would fall below the minimum required. In this
situation they may stand again until a new Trustee can be appointed.
 Appropriate information about new Trustees will be sent out to all
eligible members ahead of the AGM and no later than 7 days before
hand.
 At the AGM the Members will elect from the Trustees the roles the
Board of Trustees thinks are needed and presents candidates for. As a
minimum this will consist of a Chair and Treasurer, posts which must
not be held by the same person. All roles must be voted on annually.
 The Board of Trustees will seek nominations for the required roles
from amongst themselves. Where more than one Trustee is willing to
take on a role a vote will be taken and recorded in the minutes of the
Board.
 A Trustee will cease to hold office if he or she
o Ceases to be eligible to act as a Trustee as defined by the
current Charities Act.
o Becomes incapable of managing and administering his or her
own affairs.
o Is absent without the permission of the Board of Trustees from
all their meetings held within a period of 6 months .
o Fails to comply with the Trustee Code of Conduct and is subject
to the actions agreed within it for dealing with gross
misconduct.
o Resigns the office by giving notice, if at least 3 Trustees remain
at the point the resignation comes into effect.
Running of the Board of Trustees
 The Board of Trustees will normally meet on a monthly basis, but not
less than 4 times a year.
 All Trustees are expected to attend Board meetings. At least 3
Trustees must be present for the meeting to be quorum.
 Any Trustee may call a Board meeting if they think it is needed.
Appropriate notice of such meetings should be given.
 Questions arising at a meeting will be decided by a majority vote. The
Chair will have a casting vote in addition to his or her ordinary vote.
 If the Chair is not present, the Trustees present will choose another
Trustee to chair the meeting.

5
  The Board will keep an accurate record of all its meetings in the form
of minutes.
 The Board may appoint sub-committees as necessary, who will report
back to the Board as appropriate.
The Powers of the Trustees
 The Trustees have the authority to manage all the business and finances
of the organisation, making such changes as are necessary to ensure the
organisation remains fit for purpose, subject to the provisions of the
current Charities Act.
 The Trustees can raise funds and invite contributions from any person,
company, organisation, or institution whatsoever by means of
subscriptions, loans, donations, collections, funding bids and
commissioned activity, together with rental income from the use of
property owned or leased by Outhouse East.
 The Trustees can hire, lease, purchase or otherwise acquire any property
or land and regulate its use for the purposes and work of Outhouse East.
 The Trustees may incorporate wholly owned subsidiary companies to
carry on any trade that furthers the Purpose of Outhouse East.
 All monies raised will only be used for furthering Outhouse East’s
Purpose.
 The Trustees can, subject to any legal consent required, sell, manage,
lease, mortgage, exchange, dispose of or deal with any of Outhouse
East’s property under the terms they think suitable.
 The Trustees can increase the funds of the organisation, borrow or
otherwise raise money in the ways they consider most beneficial for the
achievement of its Purpose, providing they comply with relevant
statutory regulations. They can invest in Outhouse East’s name such
funds as they see fit, and direct the sale or transposition of any such
investments.
 The Trustees can enter into contracts, and manage all associated
financial transactions, on behalf of Outhouse East.
 The Trustees can open and manage bank accounts in the name of
Outhouse East as required. All cheques or orders for payment of money
from such accounts must be signed by 2 designated Trustees, except for
transfers between Outhouse East’s accounts which can be done by or on
the authority of the Treasurer alone.
 The Trustees can agree delegated authority for limited financial matters
to paid employees of Outhouse East. Such decisions will be recorded in
the Board’s minutes.

6
  The Trustees can manage or assist in managing other charitable trusts
which may lawfully be managed or assisted by Outhouse East in
accordance with its Purpose.
 The Trustees can establish, support or enter into partnership
arrangements with other charitable organisations whose purpose is in
line with that of Outhouse East in order to deliver Outhouse East’s
Purpose.
 The Trustees will prepare the annual accounts detailing the income and
expenditure over the last year. These will be presented to the Board and
the Membership at the AGM following sign off by the appointed
auditors.
 The Trustees will produce and submit to the Charity Commission the
Annual Reports and any other documentation that is required to fulfil
their obligations under the current Charities Act.
 Decisions taken by the Trustees cannot be made invalid by changes to
the Act, constitution or policies of the organisation which happen after
the decision was taken.
 The Trustees may purchase indemnity insurance to cover their liability as
Trustees, providing such cover does not extend to reckless breaches of
trust or duty, or to the costs of an unsuccessful defence of a criminal
prosecution brought against the Trustees in their capacity as Trustees of
the organisation.

General Meetings
 Outhouse East will hold an Annual General Meeting (AGM) each year.
In addition, where particular circumstances require it, additional
Special General Meetings (SGM) may be held.
 The Board of Trustees will determine the time, place and date of the
AGM and any SGM meetings.
 An SGM can be called by the Membership if at least 6 members give
written notice to the Chair. The Chair will, within 7 days, then call
meeting in according to the agreed timescale.
 At least 21 days written notice of the AGM will be given to all
Members, Trustees and the Auditor, in accordance with the contact
information they have provided.
 At least 14 days written notice of an SGM will be given to all Members
and Trustees in accordance with the contact information they have
provided.

7
 The written notice will specify the date, time and place of the
meeting and whether it is an AGM or SGM. In the case of an SGM it
will also state the general nature of the business to be undertaken.
 The agenda of the AGM will include:
o The nomination and appointment of Trustees and officers.
o The appointment of an auditor.
o Annual reports and accounts.
 The accidental omission to give notice or the non-receipt of notice by
any member will not invalidate that meeting or its outcomes.
 A quorum at the AGM or SGM will be 10 people or 1/10 of the
Membership, whichever is greater.
 If a quorum is not present within ½ hour of the start of the meeting,
or during the meeting a quorum ceases to be present, the meeting
will be adjourned to the same day the following week at a time and
place determined by the Trustees. If at this meeting there is no
quorum within ½ hour of the start, those members present will be
deemed to constitute a quorum.
 The Chair of Trustees, or another Trustee nominated by the Board of
Trustees, will chair the AGM or SGM. If the Chair or nominated
Trustee are not present when the meeting is due to start, any other
Trustee may act as chair with the agreement of the other Trustees
present.
 All Members and Trustees are entitled to attend, speak and have one
vote at any general meeting, providing all dues owed to the
organisation have been paid.
 An objection to the voting rights of anyone present must be raised at
the meeting concerned, where it will be for the Chair to decide on the
outcome.
 If matters raised at a general meeting cannot be fully addressed at
the time, the Chair may, with the agreement of the meeting, adjourn
the meeting. If the date for the adjourned meeting is agreed at the
initial meeting no further notice need be given. If, however this is not
decided at the meeting, 7 days notice will be given.
 If the new meeting is held within two weeks no notice need be given,
but if the adjournment is longer, 7 days notice will be given.
 A resolution put to the vote at a meeting will be decided by a show of
hands, unless before the vote a poll is demanded.
 A poll may be demanded by the Chair, at least 2 Members entitled to
vote at the meeting, or a Member/Members representing at least
10% of the total voting rights of the Membership.

8
  The demand for a poll may be withdrawn before the poll is taken only
with the consent of the Chair.
 The Chair will decide when and how any poll will be taken and the
result announced. This will be within 30 days, with 7 days notice if not
taken or set at the meeting at which it was demanded. The result will
be recorded as being the outcome of the resolution at the meeting at
which the demand for a poll was raised.
 The demand for a poll on one resolution will not stop the other
resolutions from being addressed and voted on as usual.
 Where there is a tie for any vote, the Chair will have the casting vote.
 The overall result of all votes will be recorded in the minutes.
8. Title
The title to all real or personal property which may be acquired by or on
behalf of Outhouse East shall be vested in a corporation lawfully entitled
to act as Custodian Trustees.
9. Alterations to the constitution
Alterations to this constitution will be made at an AGM or SGM by the
vote of not less than two thirds of the members present provided that
notice of such proposed alterations are circulated in writing by the Board
of Trustees at least 21 days before the said meeting provided always that
no alteration be made to Clause 2 (Purposes), Clause 10 (Dissolution), or
this clause (Alteration to the constitution) until the approval in writing of
the Charity Commissioners or other authority having jurisdiction over
charities is obtained; and no alteration whatsoever will be made which
would cause Outhouse East to cease to be a charity at law.

10. Dissolution
If the Board of Trustees, by simple majority, decided at any time to
dissolve Outhouse East, it will call an SGM of all members with at least
21 days notice in writing stating the purpose and reason for the SGM. If
such a decision is confirmed by a 2/3 majority of those present at such
an SGM the Board of Trustees will have the power to dispose of the
assets. They will first satisfy all debts and liabilities of Outhouse East as
are outstanding and then transfer the balance to such other charitable
institution as has similar purposes to those of Outhouse East or failing
that to some other charitable purpose. No funds other than debts and
liabilities will be paid or distributed among the members of Outhouse
East.

9
10