Constitution

CONSTITUTION

FOR

STC LIFE CHANCES

This Charity Society is initiated by a group of past pupils of St Thomas’ College Mount Lavinia Sri Lanka(“College”) who are based within and outside the United Kingdom.

The said group of past pupils are desirous of making constructive and meaningful contributions firstly, to the educational development of persons currently enrolled as students at the College and secondly, contributions to assist the improvement programmes to the infrastructure of the College, do hereby resolve to formulate this Constitution which shall guide the actions of this Society. The Constitution shall always be read and all actions taken to achieve the mission of the Charity

1. NAME

1.1. The name of Society shall be STC Life Chances (“Charity”) which may be abbreviated to “STCLC” as may be convenient or appropriate.

2. REGISTERED OFFICE

2.1. The Registered Office of the Organization shall be at 4 Kinlet Road, London SE18 3BY, United Kingdom

3. NATURE

3.1. The Nature of the Charity is, a not for profit non-political organization and for the time being will be an unincorporated charity Society. The legal status will be reviewed regularly to ensure compliance with relevant regulatory and statutory requirements. The Charity shall consist of Executive Committee members, office bearers with additional responsibilities drawn from the said Executive Committee and ordinary members. In the formative first year, the Charity shall consist largely of Executive Committee members.

4. DURATION

4.1. The duration of the Charity shall be perpetual and the assets of the Charity shall be separate from those of its Members

5. AREA OF OPERATION

5.1. The area of operation shall be within and outside the United Kingdom

6. GOVERNANCE

6.1. Shall be under the management of the Executive Committee (“Committee”). Under the management of the Committee the Charity will seek contributions through public solicitation and other Committee approved means in order to provide funds for scholarships and bursaries for needy students of the College and to assist the infrastructure development programmes of the College. There shall be no attempt to influence or affect operations of College in any manner except as permitted nor impinge in any manner College rules guidelines or regulations

7. MISSION

7.1. The Mission of the Charity is, firstly, to provide scholarships and bursaries to needy students of St Thomas’ College Mt Lavinia, to enhance their educational experience and secondly to assist the College in its infrastructure improvement programmes. The aim is to achieve an impact which is sustainable over a ten year period, and possibly beyond.

8. PURPOSE OBJECTS:

8.1. The purpose and objects of the Charity are to carry out the mission of the Charity and are limited to the following purposes and goals, related to the promotion of a well-rounded education to students of College (including curricular vocational and extracurricular activities) irrespective of their ethnic or national origin or religious beliefs

8.2. To provide and or procure scholarships and bursaries to selected students of the College for all areas of scholastic and extra-curricular activities to realize the true and full potential of each beneficiary.

8.3. To procure and or provide financial and other support and assist the College in its infrastructure improvement programmes

8.4. To provide learning and teaching tools to the College in consultation with the Warden.

8.5. To do anything lawful and necessary to achieve the mission objects and purpose of the Charity.

9. POWERS

9.1. The Charity has the following powers that can only be exercised for carrying out the mission objects and purpose of the Charity to promote the objects, and cover running costs of the Charity and only where they also comply with all relevant laws and requisite consents

9.1.1. To invite and receive donations

9.1.2. To open and operate bank accounts

9.1.3. To raise funds

9.1.4. To receive and accept funds raised by and from donors by means of, on-line donations as well as deposits and other actual donations.

9.1.5. To receive and accept sales proceeds (exclusive of taxes and costs) assigned to the Charity by donors who have sold items on the web or anywhere in the world, provided, however that in the event the Charity has to bear taxes and costs the Charity reserves the right to refuse such donations and is under no obligation to receive and accept same

9.1.6. To initiate engage in and do any lawful act consistent with its status including conducting fund raising activities to promote programmes projects and activities consistent with the Constitution and bylaws of the Charity, and accepting donations from within and outside the United Kingdom

9.1.7. To formulate and implement with all clearances and approvals required for fund raising activities, and methods on the Web or otherwise anywhere that enable donations to be made conveniently

9.1.8. To establish and award scholarships and bursaries in consultation with the College

9.1.9. To apply the monies of the Charity for the purposes specified for

9.1.10. To ring fence one hundred per cent of donor funds and remit same having deducted transaction/transfer costs to College or its authorized representatives

9.1.11. To co-operate with other bodies in projects relevant to the objects of this Charity

9.1.12. To establish any advisory committee if necessary

9.1.13. To form any other entity as or if required by law to raise funds by trading or for any other purpose

9.1.14. To let hire or dispose of property of any kind

9.1.15. To make grants or loans of money to beneficiaries or other bodies as nominated by College to achieve the Mission of the Charity

9.1.16. To set aside funds(excluding donor funds)for special purposes and, or, as reserves against future expenditure, provided however that such reserves shall not be built up without a proper policy decision or be excessive in relation to known amounts or reasonable estimates of what would be required

9.1.17. To deposit and invest funds (excluding donor funds)in a lawful and prudent manner capable of increasing capital value and or produce income only after obtaining independent expert financial advice with regard to the needs of the Charity for Capital and income growth avoiding trade and speculation. The said funds will exclude donor funds.

9.1.18. To insure the Charity’s property against any foreseeable risk and to take out insurance against any other liability including but not limited to public liability if required

9.1.19. To raise revenue from advertisements on the Charity’s website explicitly to meet the operational costs of the Charity

9.1.20. To apply for and receive grants and other funding, explicitly to meet the operational costs of the Charity

9.1.21. To make payments in accordance with clause relating to funds and property

9.1.22. To enter into contracts to provide services to or on behalf of other bodies

9.1.23. To pay the costs of forming the Charity

9.1.24. To create websites and logos and all other publications and means neccessary to clearly identify the Charity

9.1.25. To do everything lawful and necessary to achieve the objects of the Charity

9.1.26. Under no circumstances shall the Charity’s name be used nor powers are exercised to benefit only the members and or for the promotion of political or propagandist purposes or the promotion of a particular point of view and, or purposes which include arrangements where people running the organization get personal benefit

10. ADMINISTRATION

10.1. The administration of the Charity under this constitution shall be managed by the Executive Committee

11. APPLICATION OF INCOME AND PROPERTY

AND BENEFITS TO MEMBERS

11.1. The income and property of the Charity shall be applied solely toward promotion and achievement of objects provided. However a Member is entitled to make claim to be reimbursed reasonable expenses properly incurred when acting on behalf of the Charity, and may benefit from indemnity insurance cover for activities on behalf of the Charity. The said income and property shall exclude donor funds.

11.2. None of the income or property or profit derived can be transferred to any Member directly or indirectly provided, that a Member is not prevented from receiving a benefit from the charity where such person qualifies as a beneficiary and does not result in the majority of beneficiaries being members, and/ or receiving reasonable remuneration for goods and services provided to the Charity

12. SCHOLARSHIP FUNDS

12.1. The monies for scholarships and bursaries shall be obtained primarily from fundraising activities, donations and grants, gifts, devises, or bequests.

12.2. All funds received must be unconditional.

12.3. 100% of the donor funds shall be ring fenced and transferred to College. The dispensing of the funds is a matter for the College but shall be in accordance with the mission statement of the Charity

12.4. Information and updates of beneficiaries shall be made available on request only to ensure privacy

13. BENEFITS TO OFFICE BEARERS OF THE CHARITY AND CONNECTED PERSONS

13.1. No office bearer or connected person (both referred to as office bearer) shall directly or indirectly

a) be given any precedence or preferential treatment or advantage over other beneficiaries where they may qualify to be beneficiaries

b) buy or receive goods or services at a rate preferential to the general public

c) sell goods or lands to the Charity

d) be employed or remunerated by the Charity for acting as office bearer

e) receive any other financial benefit from the Charity

13.2. an office bearer may receive a benefit from the Charity in the capacity of a beneficiary as long as the majority of office bearers are not beneficiaries, and in no event the only or majority of beneficiaries to receive benefits in this manner

13.3. an office bearer may contract with the Charity, sell goods or services to the Charity where so permitted by law

13.4. an office bearer may at rates and terms that are reasonable and proper provided that the office bearer concerned must not be present or participate at time of discussion and review supply the Charity with goods not connected to services provided by him, lend money to the Charity provided the interest levied if any be at a reasonable and proper rate is lower than the base rate of the bank of England, let premises to the Charity

13.5. an office bearer is not prevented from taking part in the normal trading and fundraising activities of the Charity on the same terms as the general public

13.6. in payment for goods supplied by an office bearer same may be made only if all of the following conditions are met – the amount and maximum amount payable for the goods are set out in a written agreement, such amount or maximum amount does not exceed the standard market price for such goods, the advantages of receiving goods from such office bearer instead of an independent, outweigh the disadvantages and is of benefit to the Charity, the reason for such decisions is duly minuted, the supplier is not present at such discussion or voting, the majority of the office bearers are not receiving permitted reimbursement

13.7. the Charity for purposes of this section means and includes any entity in which the Charity holds 50% or more of the shares or other form of ownership, or controls 50% or more of the voting rights of that entity or has the right to appoint one or more trustees to the board of that entity

14. POLICY STATEMENTS

14.1. Procedure: From time to time, the Executive Committee will be called upon to approve proposed policy statements that are deemed essential to the most efficient day-to-day operation of the Charity.

14.2. Adoption of policy statement(s) will require the affirmative vote of a majority of Committee Members.

14.3. Policy statements adopted by the Executive Committee shall become effective upon adoption and shall remain in force until amended or revoked by future actions of the Executive Committee.

14.4. The Secretary of the Charity shall maintain all current policy statements and circulate to each Committee member.

15. SUCCESSION or DISSOLUTION

15.1. SUCCESSION-Should this Charity be dissolved to change its nature to continue pursuance of objects for any reason whatsoever either voluntarily by action of the members assembled at meeting convened therefor, or by action of State Officials or a Court of Law all of the property of the Charity shall be turned over and delivered to the Successor Corporation, when the successor corporation has been duly formed.

15.2. DISSOLUTION to cease operations: this Charity shall be dissolved if the committee or members consider it necessary to wind up this Charity by two-thirds majority at an extraordinary General Meeting of the Members or by action of State Officials or a Court of Law shall be called in order that they may vote on the decision which shall be passed

15.3. The Executive Committee shall remain in office and must collect all assets of the Charity and must pay or make provision to ensure that all liabilities of the Charity are settled

15.4. Upon the winding up after all settlements of liabilities all remaining assets or funds realized therefrom and all funds of the Charity must be transferred to the successor as set out and in the event the Charity dissolved to cease operations to another Charity with similar objects and or to College, or as required by any regulatory or statutory authority as appropriate and applicable

15.5. In no event shall the assets of the Charity be distributed amongst the Members except to a member that itself is a charity

15.6. The Members may pass a resolution prior to or at the time of passing the resolution to dissolve the Charity specifying the manner in which the Executive Committee are to apply the remaining assets in accordance with the provisions set out above

15.7. Upon dissolution the Executive Committee must promptly inform all relevant authorities and complete accounts

16. AMENDMENTS

16.1. No change can be made that would result in the Charity, no longer being a charity at law or undermine or works against the objects of the Charity

16.2. Amendments to any of the provisions shall be effected only with prior clearance of relevant statutory and or regulatory authorities

16.3. amendments to any of the provisions preceding this provision titled amendments shall be changed only by a resolution passed by a two thirds majority, of members voting

16.4. amendments to any of the provisions following this provision shall require a resolution to so amend be passed by a simple majority of members voting

17. FOUNDERS

17.1. THE Founders of the Charity are

1. Dr Vijitha Weerasinghe	(UK)	Chair
2. Mr Milinda Hettiarachchi	(SL)
3. Mr Niranjan De Silva	(Uk)	Secretary
4. Prof. Amilra De Silva	(UK)
5. Mr Kingsley Seevaratnam	(UK)	Vice Chair
6. Mr Dulsiri Weerasinghe	(Ca)
7. Mr Balen Rajanathan	(LK)
8. Dr Sarath Abeykoon	(LK)
9. Mr Arun Dias Bandaranaike	(LK)
10. Mr Habib Jafferjee	(LK)
11. Mr Dhamitha Perera	(LK)
12. Mr Jayantha Waidyaratne	(LK)
13. Dr Deepal Lecamwasam	(AU)
14. Mr Tissa Mohotti	(AU)
15. Mr Dhushan Ekanayake	(DE)

18. MEMBERSHIP

18.1. Shall be open to people 18 years and above who are past pupils or well-wishers of College, worldwide, interested in promoting the objects of the Charity have paid the Charity’s annual subscription (if any); and are approved by the Committee

18.2. The Committee may establish different classes of membership and subscription

18.3. A register of members shall be maintained and be available to all members for inspection

18.4. Membership of the Charity is not transferrable

18.5. In the event of the Charity becoming a registered charity all those members shall become members of the registered charity

18.6. Every member has one vote.

18.7. TERMINATION OF MEMBERSHIP

a) Membership ceases on death of a member who is an individual or in the case of an organization, dissolution of said organization or

b) Any sum due from the member is not paid within six months of sum falling due

c) A member can resign by tendering of resignation in writing by the member unless such resignation results in there being less than two members

d) The Committee may terminate the membership of any individual or organisation whose continued membership would in reasonable view of the Committee, be harmful to the Charity (but only after notifying the member concerned in writing and considering the matter in the light of any written representations which the member puts forward within 14 clear days after receiving notice)

19. MEETINGS OF MEMBERS

19.1. In consideration that both Committee members and ordinary members of the Charity are dispersed worldwide, it will be prohibitively costly to convene a physical meeting at any location. Therefore, meetings of members shall be ‘virtual’ using electronic means such as emails and video/telephone conferencing. Matters arising at any such meeting of the Charity shall be decided by a majority vote of those entitled to vote. In the case of a tie, the chair of the meeting has a second or casting vote.

19.2. A majority of the Members participating constitute a quorum of Members for the transaction of business by the membership.

19.3. Ten days' notice of all meetings shall be given to all Members. However, Members participating may waive this requirement.

19.4. Resolutions may be passed without holding a meeting by passing resolutions by circulation. A resolution in writing in any number of copies signed by Members entitled to vote on that resolution at a meeting of Members, shall be as valid as if it had been passed at a meeting of Members.

19.5. Notices documents and information shall be circulated to members by publishing same on the website and or by means of electronic communication, and shall be deemed sufficient notice

20. GENERAL MEETINGS

20.1. ANNUAL GENERAL MEETING

20.1.1. The Members shall have one meeting a year in the month of October which shall be the Annual General Meeting

20.1.2. At an ANNUAL GENERAL MEETING the members:

a) receive the accounts of the Charity for the previous financial year

b) receive reports of the Trustees ( the Chair of the Committee in the formative year ) on the Charity's activities since the previous AGM

c) in existence, upon completion of first year, elect Trustees to replace those retiring from office

d) in existence, upon completion of first year, to elect from among the Trustees the Chair of the Charity for the following year , applicable after the formative year

e) appoint an auditor or independent examiner for the Charity

f) discuss and determine any issues of policy or deal with any other business put before them

20.2. EXTRAORDINARY/SPECIAL GENERAL MEETINGS

20.3. May be convened by the Chairman and/ or the Committee at any time and also shall be convened upon the written request of ten Members.

21. GOVERNANCE

The Executive Committee shall be responsible for the governance of the Charity as set out in this Constitution:

21.1. OFFICERS. The Executive Committee shall comprise of the Chairman, Vice-Chairman, Secretary, Assistant Secretary, Financial Secretary, Assistant to Financial Secretary and Treasurer. There shall also be Auditors and Legal Advisors to be elected by the general membership. In the formative year, the Executive Committee comprise of those past pupils of the College who initiated the Charity and the Chair of the Committee shall be appointed by consensus. A requisite minimum number of office bearers shall be appointed by the Chair of the Committee for the duration of the formative year.

21.2. NUMBERS. The Executive Committee will be made up of not less than two members and no more than twenty members :

21.3. FIRST COMMITTEE. The first Executive Committee shall be appointed from and out of, the Founders named in Clause 17 who have volunteered to bear office

21.4. TERM. Each officer shall be elected for a term of one year. A retiring officer is eligible for re-election or re-appointment. If an election of officer is not held at the proper time, the officers continue in office until their successors are elected.

21.5. QUALIFICATION. No individual shall be qualified to serve as an Officer unless he is a Member of the Charity or the duly nominated representative of a Member; provided that if an individual who is not so qualified is elected as an Officer, he may so qualify, by becoming a member or the representative of a Member within ten (10) days after the date of election.

21.6. CONSENT. No person is allowed to act as an Executive Committee member until after they have signed the Executive Committee’s minutes, declaring that they accept the Charity’s s objects and will act toward achieving them or provided a written consent to be included in the Executive Committee’s minutes.

21.7. VACANCY. Any vacancy occurring in the Executive Committee may be filled for the remainder of the term, by the existing Officers at the time.

21.8. CO-OPTED MEMBERS. The Executive Committee may, in addition, appoint not more than five members (‘co-opted members’). However, The Executive Committee cannot appoint any person as a co-opted member if, as a result, more than one-third of the members of the Executive Committee would be co-opted members. Co-opted members can be appointed at a special meeting of the Executive Committee. A co-opted member’s appointment takes effect from the end of that meeting, unless the appointment is to fill a future vacancy; in that case, the appointment begins on the date the post is vacated.

21.9. DUTIES AND POWERS OF OFFICERS:

21.9.1. CHAIRMAN:

a) Shall liaise with College

b) Shall co-sign the Charity’s bank account(s)

c) Shall preside over meetings and ensure effective running of the Charity

d) Shall be chief overseer of all the operations and functions of other executive members and shall report to the general body on irregularities committed by any executive member.

e) Whenever at any meeting of the Charity there is an issue to be decided by voting and there is a tie, the Chairman shall have a casting vote.

f) Shall mediate and attempt to resolve all conflicts that may arise between members.

g) In the formative first year, shall bear sole legal responsibility for the funds raised and for the general conduct of the Charity

21.9.2. VICE-CHAIRMAN:

a) Shall act and discharge all duties of the Chairman in the absence of the Chairman excluding 41.2.1 (g).

b) Shall carry out such duties as may be delegated by the Chairman or the Executive body as a whole to him.

21.9.3. SECRETARY:

a) Shall be the custodian of all minutes, official and other pertinent records of the Charity.

b) Shall be in charge of all correspondence to and from the Charity.

c) Shall co-ordinate for all meetings of the Charity and its Executive.

d) Shall co-sign the Charity’s bank account.

21.9.4. ASSISTANT SECRETARY:

a) Shall aid the Secretary in executing his/her duties.

b) Shall carry out such duties as may, be assigned to him/her from time to time by the Secretary.

c) Shall assume the full duties of the Secretary in the event of absence, resignation or inability to execute the duties of the office of the Secretary

21.9.5. FINANCIAL SECRETARY:

a) Shall collect all dues from members, and hand over all such dues to the Treasurer for deposit to the Charity’s bank account.

b) Shall maintain a book for membership contributions, with an up to date record of all monies received from the members.

c) Shall request and retain receipts for all cash transactions, and issue official receipts for all monies received.

d) Shall submit all the Charity’s financial documents, which are in his/her custody, for examination when requested by the President or any appointed auditor(s) at any time.

e) Shall maintain updated cash receipt book(s) that must tally with all monies received on behalf of the Charity.

f) Shall provide a full statement of the Charity’s finances/assets/liabilities on or before the last day of the fiscal year.

21.9.6. ASSISTANT FINANCIAL SECRETARY:

a) Shall aid the financial secretary in the performance of his/her duties.

b) Shall perform all duties of the Financial Secretary in the absence of the Financial Secretary.

21.9.7. TREASURER:

a) Shall be the official custodian of all cheque books, savings and cheque account statements.

b) Shall provide a quarterly report of the Charity’s financial status to the Executive and the entire membership.

c) Shall be a co-signer on the Charity’s account(s) in all disbursements from the said accounts.

d) Shall issue an official receipt for all monies received from the Financial Secretary and shall deposit such proceeds to the Charity’s bank account(s) no later than two business days, after receipt of said funds.

e) Shall submit the Charity’s financial records to appointed auditor(s) or the Chairman, as the need may arise and shall assist with or provide records that would help with the fiscal year report of the Financial Secretary.

21.9.8. AUDITOR:

a) Shall be responsible to audit the financial transactions of the Charity and its accounts, and advise on sound fiscal management.

21.9.9. ADVISOR(S):

a) Shall be appointed to the executive by the Chairman and will perform duties as may be required by the general membership and the Chairman.

21.10. VALIDITY OF ACTS OF THE EXECUTIVE COMMITTEE

21.10.1. The proceedings of the Executive Committee are not invalidated by:

a) any vacancy in the Executive Committee;

b) any failure to appoint a member

c) any defect in the appointment or qualification of a member.

21.11. TERMINATION OF MEMBERSHIP OF THE EXECUTIVE COMMITTEE

21.11.1. A member will no longer be a member of the Executive Committee if he:

a) becomes incapable, by reason of mental disorder, illness or injury, of managing his own affairs;

b) is absent without permission from all Executive Committee meetings held over six months, and the Executive Committee resolves that his office be vacated; or

c) notifies the Executive Committee that he wishes to resign (but only if at least three members of the Executive Committee will remain in office when the resignation takes effect)

d) is removed by resolution passed by a majority of votes cast thereon at a special meeting of Members called for the purpose (of which notice specifying the intention to pass the resolution has been given), remove any Officer before the expiration of his term of office and may elect another qualified individual in his stead for the remainder of the term of office.

21.12. MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE

21.12.1. The Executive Committee will hold at least two ordinary meetings each year. A special meeting may be called at any time by the chair or by any two members of the Executive Committee.

21.12.2. Meetings of the Executive Committee shall be conducted by electronic means including virtual.

21.12.3. NOTICE

a) The statutory declaration of the Secretary that notice has been given pursuant to the By-laws shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the Officers are present or if those absent have signified their consent to the meeting being held without notice and in their absence.

b) COMMITTEE MEMEBERS The other Executive Committee members must be notified of the matters to be discussed at least four days before the meeting or mailed not less than fourteen (14) days (excluding Saturdays, Sundays and statutory holidays) before the meeting is to take place.

c) CO-OPTED MEMBERS If a co-opted member is to be appointed at the meeting, members must be informed at least twenty one days before the meeting.

21.12.4. MEETING FOLLOWING ANNUAL MEETING The Executive Committee shall hold a meeting within seven days following the annual meeting of the Charity, for the purpose of organization and implementation of the election and appointment of officers and the transaction of any other business.

21.12.5. CHAIRMAN OF MEETING. The chair will act as chair at meetings of the Executive Committee. If the chair is absent, the attending members of the Executive Committee will choose one member to be chair of the meeting, before any other business is done.

21.12.6. QUORUM. At least one-third of the members of the existing Executive Committee, but never less than two Executive Committee members, must participate for a meeting to be valid. Such attendance may be in person or virtual

21.12.7. VOTING. Every matter will be decided by a majority of votes of the participating Executive Committee members. In the case of equality of votes, the chair of the meeting will have a second or casting vote. Votes shall be cast and transmitted electronically including via the internet and other means.

21.12.8. RULES. The Executive Committee may, from time to time, make and change rules for the effective conduct of their business, the summoning and conduct of their meetings, and the custody of documents. No rule may be inconsistent with this constitution.

21.12.9. SUB-COMMITTEES. The Executive Committee may appoint Sub-Committees of at least three Executive Committee members to make any inquiry, or to supervise or perform any function or duty which would be more conveniently carried out by a sub-committee. All acts and proceedings of any such sub-committees will be fully and promptly reported to the Executive Committee

21.12.10. MINUTES. The Executive Committee shall record minutes in books kept for the purpose of meetings of the Executive Committee and any sub-committee.

21.12.11. RESOLUTION BY CIRCULATION. A resolution in writing in any number of copies signed by all the officers entitled to vote on that resolution at a meeting of officers or committee of officers, shall be as valid as if it had been passed at a meeting of the Committee

22. OPERATIONS. The Executive Committee shall be responsible for the day-to-day operations of the Charity as well as achieving objects and purposes of the Charity as permitted by the law, and this Constitution liaising with Donors and College and formulating procedures. The Charity shall have no direct contact with student beneficiaries.

23. REGULATIONS. The Executive Committee is authorised to draw up regulations dealing with matters for which provision has not been made in these articles.

23.1.1. The regulations shall not conflict with the law or with any of these articles.

23.1.2. The rules governing amendments to these articles shall apply mutatis mutandis to the amendment of regulations.

23.1.3. The Executive Committee is also authorised to perform all such other acts and execute all such documents as can be validly be performed or executed by a natural person, including, the making of donations and the allotment of funds for any of the purposes set out

23.2. BY- LAWS. The Executive Committee may pass by-laws respecting the affairs of the Charity. Any by-law passed by the Executive Committee shall be confirmed by a majority of Members

24. COMPENSATION OR PROFIT. The Officers shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office other than for the benefits set out under that Clause “Benefits To Society Office Bearers And Connected Persons”

24.1. PARTNERS Nothing herein shall constitute members of the Executive Committee as partners for any purpose.

25. LIABILITIES

25.1. The Chairman will bear primary responsibility for the actions of the Charity for the first year of operations. In this context, any action on behalf of the Charity by any Officer will require prior permission of the Chairman. No Officer shall be liable for the acts or failure to act on the part of any other Officer.

26. FINANCES

26.1. The Charity and Executive Committee have the right to pursue funding and use these funds for the objects of the Charity. The Treasurer and Financial Committee shall be responsible for establishing and following controls for proper governance of all finances. Finances will be maintained in an open and transparent manner to Members.

26.2. At a minimum the following controls will be followed

26.2.1. Budget – a budget for each fiscal year and identification of long term metrics to help standardize finances (allocations administrative costs percentage to savings etc ) and define budget

26.2.2. Reports, approvals status reports shall be completed and circulated within three months of date of said document.

26.2.3. all cheques electronic transfers and demands for money and notes shall be signed by the Chairman and such officer or officers as the Executive Committee may from time to time designate

26.2.4. financial statements from date of commencement of operations to completion of two years of the Charity shall be prepared initially for six months at a time and thereafter for every three months and be circulated within a month of the date such term ends

27. CONTROL OF FUNDS RECEIPTS AND EXPENDITURE

27.1. The control of funds must be in keeping with the prevalent law

27.2. RECEIPTS- The monies received by the Charity including all donations, contributions and bequests, will be paid into an account operated by the Executive Committee in the name of the Charity at a bank chosen by the Executive Committee. All donor monies shall be transferred to College every six months or as requested by the Warden. Any monies other than donor monies surplus to current needs shall be invested or reinvested on behalf of the Charity subject to the laws which may exist at that time.

27.3. EXPENDITURE– all expenditure by the Charity shall be made in accordance with the purposes of the Charity as specified in this Constitution and shall be according to the following priorities:

27.3.1. The first priority shall be the remittance to College of all donations less costs towards payment of the annual cost of scholarships and bursaries and or direct or indirect aid to College in its infrastructure improvement programs

27.3.2. The second priority shall be the payment or reimbursement of the operating expenses of the Charity. No donor funds will be used for this purpose. This expenditure shall be met by advertising revenue on the website and donations received explicitly for this purpose.

27.3.3. The third priority shall be the establishment of an adequate reserve fund deemed appropriate by the Executive Committee. The amounts to be kept in such reserve will be computed annually by use of a formula contained in policy statements of the Charity

27.3.4. Any expenditure other than those established under the first second or third priority shall be limited to direct or indirect aid to College in its infrastructure improvement programs

28. FINANCIAL YEAR

28.1. The financial year of the Organization extends from the first day of April to the thirty first of March the following year both dates included. These dates can, however, be changed without a change of constitution in keeping with legal requirements.

29. AUDITORS

29.1. Independent Auditors shall do the auditing of the accounts annually so that full and accurate financial statements can be submitted to the Annual General Meeting for approval. The Auditor of the Charity may be changed every three years.

30. BOOKKEEPING

30.1. An accounting system shall be kept complete and up to date under the control of the Treasurer and Executive Committee

30.2. Financial statements for the first two years shall be made for six month terms and thereafter with quarterly feedback to the Executive Committee on the financial standing of the Charity.

30.3. The account books, financial statements and reports shall be kept at the registered office of the Charity as well as made accessible via internet

30.4. The Executive Committee shall grant authorization on request to any member to inspect the bookkeeping of the Organization.

31. TRANSPARENCY

31.1. the books records and papers of the Charity shall at all times during reasonable office hours be subject to inspection by all members of the Charity and shall be published on the website

32. PENALTIES

32.1. The Charity shall take legal action against any person who defrauds the Charity. Such action may be taken within the United Kingdom or elsewhere

33. DISPUTES

33.1. If a dispute arises between members about the validity or propriety of any act or omission by members under this constitution and the dispute cannot be resolved by agreement the parties shall first resort to mediation to settle dispute in good faith prior to resorting to litigation

34. DEFINITIONS

“Connected person” means and includes

A child niece nephew parent grandparent grandchild brother or sister of an office bearer

Spouse or civil partner of the office bearer and that person’s child parent grandparent grandchild brother or sister

A person carrying on business in partnership with the office bearer or any one or more persons specified above

An institution or body corporate in which the office bearer and or any one or more of the above persons can secure that the matters of such entity are conducted in accordance with his wishes or has a ownership holding deemed a substantial interest

Headings and numberings are for convenience of reference only

Amendment - November 2013

Pursuant to section 3.1 above, the Committee are desirous to register the Charity as an incorporated charity organisation ( CIO ) with the United Kingdom Charity Commissioner and to this end seek to amend the Constitution to include a Board of Trustees, (the ‘Board’).

36. Board of Trustees

36.1 The role of the Board of Trustees: Primarily, the Board shall ensure all activities of the Charity comply with its Constitution. Additionally, the Board shall ensure that activities of the Charity meet the high standard of propriety expected by the Charity Commissioner and the Law and must accept ultimate responsibility for directing the affairs of the Charity and ensuring that it is solvent, well-run and delivering the stated charitable outcomes.

36.1.1 After considering potential risks, the Board shall approve or reject fund raising project proposals submitted by the Committee.

36.1.2 Any item of expenditure exceeding £200 shall be subject to approval by the Board

36.1.3 The Board shall approve/reject the appointment of all Committee members including the Chair of the Committee.

36.1.4 Shall receive the Year End Financial statement from the Chair of the Committee, consider and approve same.

36.1.5 Shall hear and resolve complaints that might be raised against the Charity by the public

36.1.6 The Board shall submit the annual report to the United Kingdom Charity Commissioner together with the Year End Financial Statement and notify the Commissioner of any changes to the registered particulars of the Charity.

36.1.7 The Board shall help plan the strategic development of the Charity and its work.

36.2 Membership

The membership of the Board shall comprise a minimum of three, a maximum of five. The officials of the Board shall be its Chair and its Secretary. Members of the Board ( “trustees”) shall be appointed by way of a proposition from the Committee which will have to be subject to approval by the Board or by a majority decision of the serving trustees. The membership is not transferable to anyone else.

36.2.1 The Chair and the Secretary shall be selected by consensus of the trustees.

36.2.2 The role of the Chair of the Board is to communicate Board decisions to the Chair of the Committee and to act as point of contact for the UK Charity Commission. The Secretary shall convene Board meetings, keep minutes of such meetings and keep a register of the names and addresses of trustees which must be made available to any trustee upon request. .

36.2.2 Term of office for all trustees shall be three years, renewable thereafter

36.2.3 Membership of the Board is terminated if:

(1) The trustee dies

(2) The trustee resigns by written notice to the charity unless, after the resignation, there would be less than three trustees;

(3) Any sum due from the trustee to the charity is not paid in full within six months of it falling due;

(4) The trustee is removed from membership by a resolution of

the trustees that it is in the best interests of the charity that

his or her membership is terminated. A resolution to remove a trustee from membership of the Board may only be passed if:

(a) The trustee 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 reasons why it is to be proposed;

(b) The trustee or, at the option of the trustee, the

trustee’s representative has been allowed to make representations to the meeting.

(5) The trustee is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision)

(6) In the written opinion, given to the Charity, of a registered

medical practitioner treating that trustee, has become physically

or mentally incapable of acting as a trustee and may remain so

for more than three months

(7) Is absent without the permission of the trustees from all their

meetings held within a period of six consecutive months and

the trustees resolve that his or her office be vacated

36.3 Benefits and payments to trustees and connected persons

36.3.1 No trustee or connected person may:

a) buy or receive any goods or secure from the Charity on terms preferential to those applicable to members of the public.

b) sell goods, services or any interest in land to the Charity

c) be employed by or receive any remuneration from the Charity

d) receive any other financial benefit from the Charity

unless the payment is permitted by sub-clause 36.3.2 below, or authorised by court or the UK Charity Commission. In this clause, a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a monetary value.

36.3.2 Scope and powers permitting trustees’ or connected persons’ benefits

a) A trustee or connected person may receive a benefit from the Charity in the capacity of a beneficiary of the Charity provided that a majority of trustees do not benefit in this way.

b) A trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Charity where that is permitted in accordance with and subject to the conditions in Section 185 of the Charities Act 2011.

c) Subject to sub-clause 36.3.3 below, a trustee or connected person may provide the Charity with goods that are not supplied in connection with services provided to the Charity by the trustee or connected person.

d) A trustee or connected person may receive interest on money lent to the Charity at a reasonable and proper rate which must be not more than the Bank of England bank rate ( also known as the base rate).

e) A trustee or connected person may receive rent for premises let by the trustee or connected person to the Charity. The amount of the rent and other terms of the lease must be reasonable and proper. The trustee concerned must withdraw from any meeting at which such proposal or the rent or other terms of the lease are under discussion.

f) A trustee or connected person may take part in the normal trading and fund raising activities of the Charity on the same terms as a member of the public.

36.3.3 Payment for supply of goods only – controls

The Charity and its trustees may only rely upon the authority provided by sub-clause 36.3.2 (c) of this clause if each of the following conditions is satisfied:

a) The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the Charity and the trustee or connected person supplying the goods ( the “supplier” ) under which the supplier is to supply the goods in question to or on behalf of the Charity.

b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question

c) The other trustees are satisfied that it is in the best interest of the Charity to contract with the supplier rather than with someone who is not a trustee or connected person. In reaching that decision the trustees must balance the advantage of contracting with a trustee or connected person against the disadvantages of doing so.

d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the Charity.

e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of trustees is present at the meeting.

f) The reason for their decision is recorded by the Board Secretary in the minute book

g) A majority of trustees then in office are not in receipt of remuneration or payments authorised by clause 36.3

In this constitution ‘connected person’ means:

(1) a child, parent, grandchild, grandparent, brother or sister of

the trustee;

(2) the spouse or civil partner of the trustee or of any person falling

within sub-clause (1) above;

(3) a person carrying on business in partnership with the trustee or

with any person falling within sub-clause (1) or (2) above.

36.4 Dissolution

If the Committee resolve to dissolve the Charity the trustees will remain in office as Charity trustees and be responsible for winding up the affairs of the Charity in accordance with this clause.

a)The trustees must collect in all the assets of the Charity and must pay or make provision for all the liabilities of the Charity.

b) The trustees must apply any remaining property or money:

i) directly for the objects

ii) by transfer to any charity or charities for purposes the same as or similar to the Charity

iii) in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.

c) The Committee may pass a resolution before or at the same time as the resolution to dissolve the Charity specifying the manner in which the trustees are to apply the remaining property or assets of the Charity and the trustees must comply with the resolution if it is consistent with paragraphs (i) – (iii) inclusive in sub-clause (b) above.

d) In no circumstances shall the net assets of the Charity be paid to or distributed among the Committee members of the Charity (except to a

member that is itself a charity).

e) The trustees must notify the Commission promptly that the Charity has been dissolved. If the trustees 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.

36.5 Proceedings of trustees

(1) The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.

(2) Any trustee may call a meeting of the trustees.

(3) The secretary must call a meeting of the trustees if requested to do so by a trustee.

(4) In consideration that trustees are dispersed worldwide, it will be prohibitively costly to convene a physical meeting at any location. Therefore, meetings of members shall be ‘virtual’ using electronic means such as emails and video/telephone conferencing.

(5) Questions arising at the ‘virtual’ meeting must be decided by a majority of votes.

(6) In the case of an equality of votes, the Chair of the Board shall have a second or casting vote.

(6) No decision may be made by a meeting of the trustees unless there is a quorum in terms of trustees participating in the ‘virtual’ meeting.

(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.

(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.

36.6 Conflicts of interests and conflicts of loyalties

A trustee must:

(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Charity or in any transaction or arrangement entered into by the Charity which has not been previously declared; and

(2) absent himself or herself from any discussions of the trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest). Any trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

36.7 Membership of the first Board of Trustees

Dr Shanti Soysa

Mr Rohan Karunaratne

Mr Ajith Tudugalle

Mr Ruwan Weerasinghe

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