Constitution of the Board of the UK Meher Baba Association Limited
The name of the Board shall be ‘the Board of the UK Meher Baba Association Limited’, hereinafter referred to as ‘the Board’.
2. Role and Responsibilities
i. The Meher Baba Association (MBA) was established on the direct authority of Avatar Meher Baba for the purposes set out in its Memorandum of Association (see Annex A), and to advance the relevant provisions laid down in the Articles of Association (see Annex B). Therefore nothing in this Policy supersedes or overrides the terms and provisions set out in either the Memorandum of Association or the Articles of Association.
ii. As the body charged with overseeing the day to day running of the Association, the Board derives its ultimate authority from Meher Baba, who remains the perpetual President of the Association.
iii. The primary role of the Board is to manage the day to day business of the MBA in accordance with the aims and aspirations of the Association, the Memorandum of Association and the Articles of Association. It is responsible specifically for:
a) maintaining and managing all documents, artefacts and property that can be said to belong to, or be in the direct stewardship of, the MBA.
b) promoting, sustaining and advancing, as necessary, the name and spiritual work of Avatar Meher Baba, and acting to preserve and conserve the heritage of Baba’s incarnation as the Avatar.
c) liaising with, and working in collaboration with, the wider national and international Baba community as appropriate.
d) securing necessary funding to carry out the agreed functions of the MBA, and to manage those funds, and all monies coming to or through the Association, as appropriate.
e) communicating in various ways with MBA members, and other Baba lovers around the UK, with the purpose of keeping them informed of news, events, matters of interest, etc. relating to Meher Baba in general, and/or to the Association in particular.
iv. The Board may establish such sub-committees and working groups when and as it may see fit.
i. The Board shall consist of no less than 7 and no more than 14 members (Directors) as provided for in the Articles of Association, and which shall include a Chair and a Vice-Chair (but see ii below), a Secretary, a Treasurer, and a Minutes Secretary, known as the Officers. Ideally, the Board will seek to maintain a balanced gender profile in its composition.
ii. The Officers shall be appointed by the Board from amongst its own members. In the case of the Chair, where the Board agrees, this post may be filled by two Board members acting jointly in a manner agreed by the Board. Officers shall be elected by a simple majority of those present at the relevant Board meeting, on a show of hands. Where the Board opts for a single Chair, a Vice-Chair shall also be appointed.
iii. The Board may determine the length of the term of office of any of the Officers and any conditions that apply.
iv. At the end of every alternate Annual General Meeting, one third of the Directors (or the nearest number to but not exceeding one third), being those who have been Directors longest, shall retire from office. A retiring Director shall be eligible for re-election in accordance with the Articles of Association.
4. Officers’ Responsibilities
i. It shall be the responsibility of the Chair(s) to:
a) chair all meetings of the Board and any other meetings organised by the Board or pertaining to its work, including the AGM and any other General Meeting, and prepare the agenda for all such meetings;
b) act as a representative of the Association, and as its primary spokesperson, whenever such a role is required;
c) ensure that the finances of the Association are in good order and that its business is conducted properly and in accordance with the decisions of the Board, the wishes of the membership, and always in accordance with the aims and precepts of its perpetual President, Avatar Meher Baba;
d) ensure that a suitable bank account is maintained and that the Association’s accounts are properly submitted for audit as required.
ii. If a Vice-Chair has been appointed, it shall be the responsibility of the Vice-Chair to carry out the duties of the Chair in that Officer’s absence, and/or as otherwise requested by the Board. Otherwise, the co-Chairs shall agree between them how various responsibilities shall be shared.
iii. It shall be the responsibility of the Secretary to:
a) take minutes of all meetings (unless this task has been allocated to a specified minutes secretary), and produce a draft, in consultation with the Chair(s), to be circulated to Board members normally one month in advance of the subsequent meeting;
b) maintain an appropriate filing system for all relevant Board documents, including all minutes, policy decisions, etc., and to make such records available for reference, in various formats, on request and subject to reasonable notice, including via the Internet;
c) deal, as appropriate, with all correspondence relating to the MBA’s affairs, including matters relating to the Charities Commission and Companies House. This includes notifying Companies House about Directors’ details and submitting a copy of the Annual Accounts;
d) deal as appropriate with all correspondence relating to the Centre, its premises and facilities;
e) ensuring that anyone wishing to become an MBA member is sent an application form and that their contact details are recorded and filed;
f) maintaining a list of members’ addresses, and mailing and subscription lists, and ensuring that all these are as up-to-date as possible;
g) ensure that all new Directors are sent a letter of confirmation, together with relevant documents, e.g. a copy of this Constitution and attached Annexes, details of Trustee Responsibilities , etc.
h) Purchase any necessary stationary, stamps, print cartridges, etc. as required.
iv. It shall be the responsibility of the Minutes Secretary to take minutes of all Board meetings and to ensure that these are subsequently written up in draft and forwarded to the Chair(s) for checking prior to sending to the rest of the Board and the Secretary for filing. In the absence of the Minutes Secretary the responsibility for taking minutes shall revert to the Secretary.
v. It shall be the responsibility of the Treasurer to:
a) maintain accurate and up-to-date accounts;
b) produce a financial report for each Board meeting and, prior to the AGM of the Association, an Annual Statement of Accounts;
c) ensure that all authorised bills are paid as required and that all monies coming in to the Association are properly recorded and deposited in the appropriate account or as otherwise agreed with the Board;
d) carry out such duties relating to the finances of the Association as the Board directs;
e) make the accounts available for audit as and when required;
f) to forward donations to India as and when received, with due regard to the implications for bank transfer charges.
i. The Board shall be responsible for overseeing the finances of the Association and ensuring that sufficient funds are maintained and that these are managed and utilised effectively and in accordance with the principles and aims of the MBA.
ii. The Board will ensure that proper accounts are kept regarding:
a) all money received and spent by the Association;
b) all sales and purchases of goods, materials and services by the Association;
c) the assets and liabilities of the Association.
iii. A financial report shall be made to each regular Board meeting and an Annual Statement of Accounts shall be produced and agreed at the Board meeting prior to the Association’s AGM.
iv. Board members shall be entitled to be paid their reasonable travelling, hotel and other expenses incurred in respect of attendance at Board meetings or in carrying out their duties as Directors. Specifically, they may request a reimbursement of part of the cost of travelling to Board meetings. A receipt, or other suitable evidence of the cost of their expenditure, will be required for the accounts.
i. Board Meetings
a) The Board shall normally meet every two calendar months, on a day to be agreed in advance by the Board. Whenever possible, this shall be on a day that enables as many Board members as possible to be present, or at least a quorum, taking into account travelling arrangements, etc.
b) Unless otherwise agreed by the Board, regular meetings shall begin at 11.30 a.m. with a break for lunch, and finish no later than 4.30 p.m.
c). All Board members are expected to make every reasonable effort to attend every regular meeting and, in any case, should miss no more than two Board meetings in any calendar year without providing a reason which the Board considers justifiable. Any Board member absent from a meeting should, wherever possible, provide their apologies for absence in advance, via either the Chair or the Secretary.
d) Before joining the Board, prospective members must attend two consecutive Board meetings, at which they will be allowed to participate fully but may not take part in any vote. At the close of the second meeting, under the appropriate agenda item, the Board shall ask the prospective member(s) to leave the room. The Board shall then agree whether or not to invite them to become full members of the Board. The decision will then be notified to the prospective member(s) who, if invited to join, shall at that point confirm whether or not they wish to do so.
e) If the Board Chair or, in their absence, the Vice-Chair, is not present within five minutes of the declared starting time of a meeting, the Board members present may choose one of their number to Chair that meeting.
f) The quorum for any meeting of the Board shall be five.
ii. Annual General Meeting
a) The Annual General Meeting of the Association shall normally take place in November, unless otherwise agreed by the Board and publicised to members.
b) Notice of the AGM, including any Proxy voting forms issued, shall be sent out to all MBA members at least three weeks prior to the meeting, together with a copy of an Annual Report of the Board's activities and plans for the coming year, together with the Financial Report for approval at the meeting, and the minutes of the previous AGM.
i. Minutes, being a record of attendance, decisions and relevant discussion points, etc., shall be taken during all meetings of the Board.
ii. The minutes of each meeting shall be circulated to the Board in good time to allow sufficient consideration by Board members. This will normally be at least one week prior to the following meeting.
iii. At each Board meeting the minutes of the previous meeting, with any necessary amendments, shall be agreed by the Board and then signed by the Chair. Any items for discussion arising from the minutes shall be raised at the appropriate point on the agenda.
i. All decisions of the Board should, wherever possible, be by consensus. Where this is not possible, or where the Chair believes it helpful for the record or for the avoidance of doubt, a vote shall be taken by a show of hands.
ii. Other than in respect of changes to the Policy, where a two-thirds majority of those present and eligible to vote shall be required, all decisions shall require a simple majority of those present and eligible to vote for them to be passed.
iii. Where an equal number of votes have been cast for and against any proposal, the Chair shall have the casting vote. (In this context, the Chair is the person chairing the meeting at the time the vote is taken).
iv. All decisions of the Board that establish policy shall be recorded separately in a formal record of Association policies which shall be made available online, and as a hard copy at the Centre, for all to access. Any member of the Association may ask to inspect the record at any reasonable time, via the Secretary.
v. A Board member may not vote on any matter relating to a contract in which he/she has a personal business and/or financial interest.
9. Amendments to the Operational Policy
Any amendments to this Policy must first have been agreed by the Board by a two-thirds majority (see 8ii above).
ANNEX B: Articles of Association >click here to download