Icebrakers in a Charitable Unincorporated Association

Adopted on the15th day of July 2004.

A. Name

The name of the Association is Icebreakers (“the Group”).

B. Administration

Subject to the matters set out below the Group and its property shall be administered and managed in accordance with this constitution by the Membership.

C. Objects

The Group’s objects (“the Objects”) are to assist and support gay and bisexual men to overcome anxieties and feelings of isolation mainly, but not exclusively, by providing a free and safe space for them to meet others in a similar situation and by facilitating a mutually empowering environment.

D. Aims

To assist the Group’s users (“the Clients”) to gain confidence and other life skills so they can lead fulfilling and healthy lives within the wider community, through the provision of advice, information and support.

E. Membership

(1) Membership of the Group (“the Volunteers” or “the Membership”) shall be open to any gay or bisexual male over the age of 18 years interested in furthering the Objects and Aims who has satisfied the Membership of their competence and commitment.

(2) The Membership needs to be unanimous on accepting new Volunteers as all Volunteers have a right of veto on this issue alone.

(3) Every Volunteer shall have one vote.

(4) Membership requirements that must be met by all new or existing Volunteers to become a Full Member of the Group (“the Rules”):

(i) to successfully complete a period of induction;

(ii) to fulfil the current agreed minimum commitment for being a volunteer as stated in the ‘Current Operations for Icebreakers’ document;

(iii) to support and maintain the Volunteer’s Code of Ethics as stated in the ‘Current Operations for Icebreakers’ document;

(iv) to commit to on-going training as and when deemed necessary by the Group;

(v) to support and maintain good communications between the Membership;

(vi) to treat all fellow Volunteers and Clients with equal and professional respect;

(vii) to maintain confidentiality within the group of Volunteers.

(5) Membership of the Group will cease if:

(i) a Volunteer is deemed to have broken any of the Rules above by a majority of the Group;

(ii) a Volunteer takes an extended period of absence not agreed to by the rest of the Group or an agreed leave of absence becomes greater than 6 months;

(iii) a Volunteer has brought the Group into disrespect as deemed by a majority of the Volunteers;

(iv) Resignation;

(v) Death.

(6) All Volunteers will work for the Group free of any charges or remunerations other than legitimate expenses agreed to by the Membership as stated in the ‘Current Operations for Icebreakers’ document.

F. Powers

In furtherance of the Objects, the Membership may exercise the following powers:

(i) power to raise funds and to invite and receive contributions provided that in raising funds the Membership shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

(ii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Group;

(iii) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or of similar charitable purpose and to exchange non-confidential information and advice with them;

(iv) power to establish or support any charitable trusts, associations or institutions formed for all or any part of the objects;

(v) power to appoint and constitute such advisory committees as the Membership may think fit;

(vi) powers to do all such other lawful things as are necessary for the achievement of the objects;

(vii) power to change this constitution shall only be agreed at an annual general meeting or extraordinary general meeting (AGM or EGM) with a two-thirds majority of Members present.

G. Honorary Officers

(1) At the AGM of the Group the Membership shall elect from amongst themselves a Chairman, a Secretary, a Treasurer and a Forum/LGBT Foundation co-ordinator, all of whom shall hold office from the conclusion of that meeting.

(2) All the Honorary Officers shall retire from office together at the end of the next AGM after the date on which they came into office but they may be re-elected or re-appointed.

(3) The Honorary Officers shall perform functions as agreed by the Membership and set out in the ‘Current Operations for Icebreakers’ document.

H. Meetings and proceedings of the Membership

(1) The Volunteers shall meet once a month (“Monthly Meeting”), unless special circumstances dictate otherwise, for the purposes of discussing the general running of the Group and the support and supervision of the Volunteers as set out in the ‘Current Operations of Icebreakers’ document.

(2) The Chairman shall act as chairman of the meetings. If he is not present the Volunteers will choose one of their number to chair the meeting before any business is transacted.

(3) There shall be a quorum when at least half the Membership is present at the meeting.

(4) Every matter shall be determined by a majority of votes of the Membership present and voting on the issues at hand but in the case of equality of votes the chairman of the meeting shall have the option of having a second (casting) vote or deferring the decision to the next scheduled meeting. There is an exception to this in that when considering the acceptance of a new member any existing Volunteer has the right of veto.

(5) The Group shall keep minutes of every meeting which will be distributed to the whole Membership prior to the next monthly meeting.

(6) The Membership 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 and any others rules set out in the ‘Current Operations for Icebreakers’ document. No rule may be made which is inconsistent with this constitution, unless done so at an AGM, EGM or Monthly meeting and satisfies the requirements of Clause P of this constitution.

I. Receipts and expenditure

(1) The funds of the group, including all donations contributions and bequests, shall be paid into an account operated by the Honorary Officers in the name of the Group at such bank as the Membership shall from time to time decide. All cheques drawn on the account must be signed by two Honorary Officers as nominated by the Membership in accordance with the ‘Current Operations for Icebreakers’ document.

(2) The funds belonging to the Group shall be applied only in furthering the Objects and Aims.

(3) Any expenses incurred by Volunteers in the pursuit of doing the business of the Group shall be approved of by the Membership as set out in the guidelines contained in the ‘Current Operations for Icebreakers’ document.

(4) Payment and ordering of goods and services shall be done in a manner that does not breach the regulations set out in the ‘Current Operations for Icebreakers’ document.

J. Accounts

The Membership shall comply with their obligations with regard to:

(i) the keeping of accounting records;

(ii) the preparation of annual statements of accounts;

K. Performance Management and Monitoring

The Volunteers will keep records of the numbers of Clients attending Icebreakers in a manner as set out in the ‘Current Operations for Icebreakers’ document and have these figures available for inspection and use in any relevant report, whilst maintaining client confidentiality.

L. Annual General Meeting (AGM)

(1) There shall be an AGM of the Group which shall be held annually or within 15 months of the previous AGM.

(2) Every AGM shall be called by the Membership and the Secretary shall give at least 21 days’ notice to all Volunteers of the Group.

(3) As with the monthly Volunteers meetings, the Chairman will host the AGM, but if he is not present the Membership will appoint another Volunteer to chair the meeting before any other business is transacted.

(4) The Treasurer shall present the annual statement of accounts of the Group for the preceding year.

(5) Nominations for election of the Honorary Officers shall be made to the Secretary prior to the meeting. Should nominations exceed vacancies, elections shall be by secret ballot.

M. Extraordinary General Meetings (EGM)

The Membership may call an EGM of the Group at any time. If at least 3 Volunteers request such a meeting the Secretary shall call such a meeting. At least 21 days’ notice must be given and the business to be discussed must be stated.

N. Procedure at General Meetings

(1) The Secretary or other person specially appointed by the Membership shall keep a full and accurate record of the proceedings at every general meeting of the Group.

(2) There shall be a quorum when at least half of the Membership of the Group or 5 Volunteers of the Group, whichever is the lesser, are present at any general meeting.

O. Notices

Any notice sent to any Volunteer by the Secretary or Chairman will be either served personally or by sending it through the post or by e-mail, whichever is the preferred option of each Volunteer.

P. Alterations to the Constitution

(1) The Constitution may be altered by a resolution passed by not less than two-thirds of the Membership present and voting at a general meeting (Monthly, AGM or EGM). The notice of the meeting must include notice of the resolution, setting out the terms of the alteration proposed.

(2) No amendment may be made which would have the effect of making the Group cease to be a charity at law.

Q. Dissolution

If the Membership decides it is necessary or advisable to dissolve the Group it shall call a meeting of all the Volunteers of the Group, 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 two-thirds majority of those present and voting the Membership shall have power to realise any assets held by or on behalf of the Group. 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 Group as the Volunteers may determine or failing that shall be applied to some other gay or bisexual men’s charitable purpose. A copy of accounts for the final accounting period will be made available to funders.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document and constitute the Membership of the Group known as Icebreakers.