Constitution

1 NAME

The Charity’s name is Rights in Russia

2 THE PURPOSES OF THE CHARITY ARE:-

To promote human rights (as set out in the Universal Declaration of Human Rights, subsequent United Nations conventions and declarations and in international and regional human rights law) throughout the world, and with a special focus on human rights in the Russian Federation, by all or any of the following means:
Monitoring abuses of human rights;
Obtaining redress for the victims of human rights abuse;
Relieving need among the victims of human rights abuse;
Research into human rights issues;
Providing technical advice to government and others on human rights matters;
Contributing to the sound administration of human rights law;
Commenting on proposed human rights legislation;
Raising awareness of human rights issues;
Promoting public support for human rights;
Promoting respect for human rights among individuals and corporations;
International advocacy of human rights;
Eliminating infringements of human rights;
Promoting education and training in human rights.

3 TRUSTEES

The Charity shall be managed by a committee of Trustees. The first Trustees are appointed by signing this Constitution and they shall appoint successors. Trustees are appointed for one year. A Trustee whose term in office has expired can be reappointed for a further term in office.

The Trustees are responsible for the management and administration of the Charity, its property and funds in accordance with this Constitution. The minimum number of Trustees is three individuals but there is no maximum.

Trustees must be appointed by a resolution passed by a simple majority at a meeting of the Trustees.

A Trustee ceases to be a Trustee if he or she:

is or becomes disqualified under the Charities Act 1993 as amended or any other legislation from acting as a charity trustee or trustee for a charity;

is incapable, whether mentally or physically, of managing his or her own affairs;

is absent from 3 consecutive meetings of the Trustees and a two-thirds majority of the Trustees resolve that he or she be removed;

resigns by written notice to the Trustees (but only if at least two Trustees will remain in office); or

is removed for good and sufficient reason by a resolution passed by two-thirds of the other Trustees after inviting the views of the Trustee concerned and considering the matter in the light of any such views.

4 CARRYING OUT THE PURPOSES

In order to carry out the charitable purposes, the Trustees have the power to:

(1) raise funds, receive grants and donations

(2) Employ and/or contract any person or persons to supervise, organise and carry on the work of the Charity, under the conditions laid down in section 5 below.

(3) apply funds to carry out the work of the Charity

(4) co-operate with and support other charities with similar purposes

(5) create an Advisory Committee (see below)

(6) appoint Patrons of the Charity (see below)

(7) do anything which is lawful and necessary to achieve the purposes

5 TRUSTEES NOT TO BENEFIT FINANCIALLY FROM THEIR TRUSTEESHIP

(1) (a) No Trustee may buy goods or services from the Charity, or sell goods or services to the Charity, or receive remuneration, or receive any other financial benefit from the Charity, or from any trading company owned by the Charity, except in accordance with this deed or with the prior written approval of the Charities Commission and any conditions it prescribes.

(b) The Charity may employ, or enter into a contract for the supply of goods and services with, one of their number. Before doing so, the Trustees must be satisfied that it is in the best interests of the Charity to employ, or contract with, that Trustee rather than someone who has no connection with the Charity. In reaching that decision, they must balance the advantage of employing a Trustee against the disadvantages of doing so (especially the loss of the Trustee’s services as a result of dealing with the Trustee’s conflict of interest as required by the next sub-clause). The remuneration or other sums paid to the Trustee must not exceed an amount that is reasonable in all the circumstances. The Trustees must record the reason for their decision in the minute book.

(c) A Trustee must be absent from the part of any meeting at which his or her employment or remuneration, or any matter concerning the contract, are discussed. He or she must also be absent from the part of any meeting at which his or her performance in that employment, or his or her performance of the contract, is considered. He or she must not vote on any matter relating to his or her employment or the contract and must not be counted when calculating whether a quorum of Trustees is present at the meeting.

(d) At no time may a majority of the Trustees benefit under this provision.

(2) This clause applies to a firm or company of which a Trustee is:

(a) a partner

(b) an employee

(c) a consultant

(d) a director; or

(e) a shareholder, unless the shares of the company are listed on a recognised stock exchange and the Trustee holds less than 1% of the listed capital, as it applies to a Trustee personally.

(3) In this clause:

(a) “Charity” shall include any company in which the Charity:

- Holds more than 50% of the shares; or

- Controls more than 50% of the voting rights attached to the shares; or

- Has the right to appoint one or more directors to the Board of the company.

(b) “Trustee” shall include any child, parent, grandchild, grandparent, brother, sister or spouse of the Trustee or any person living with the Trustee as his or her partner.

6 PATRONS

The Trustees may appoint Patrons of the Charity who shall have such duties as the Trustees may determine in agreement with the Patrons. Patrons shall be entitled to attend such meetings of the Charity as the Trustees shall determine in consultation with the Patrons. Patrons shall not have voting rights and may not be Trustees.

7 ADVISORY COMMITTEE

The Trustees shall create an Advisory Committee consisting primarily of representatives of the wider human rights movement, with a special focus on the Russian Federation. The purpose of the Advisory Committee shall be to give advice to the Charity to enable it to achieve its purposes. The Members of the Advisory Committee shall have such duties as the Trustees may determine in agreement with the Members of the Advisory Committee. The Trustees may remove a person from the Advisory Committee if they believe it is in the best interests of the Charity. Members of the Advisory Committee shall be entitled to attend the such meetings of the Charity as the Trustees shall determine in consultation with the Members of the Advisory Committee. Members of the Advisory Committee shall not have voting rights and may not be Trustees.

8 MEMBERSHIP

The Charity may have a membership. If the Trustees so decide, individuals and legal persons or groups who support the work of the Charity, and in the case of individuals are aged 18 or over, can apply to the Trustees to become a member, conditional on payment of such subscriptions as the Charity shall from time to time require. Members will have such rights and obligations as the Trustees decide. Once accepted by the Trustees, membership lasts for one year and may be renewed. The Trustees will keep an up-to-date membership list. If the Trustees so decide, Members may play a role in the appointment of Trustees in a manner to be laid down by the Trustees.

A legal person or group may appoint an individual to represent it in communication with the Charity on its behalf. In the event of such an individual resigning or otherwise leaving the legal person or group, he or she shall forthwith cease to be a representative thereof. Each member legal person or group may appoint a deputy to replace its appointed representative.

The Trustees may remove a person’s membership if they believe it is in the best interests of the Charity. The member has the right to be heard by the Trustees before the decision is made and can be accompanied by a friend.

9 TRUSTEE MEETINGS

(1) Trustees must hold at least 3 meetings each year. At their first meeting they will elect a chair, treasurer and secretary. Trustees may act by majority decision.

(2) At least 3 Trustees must be present at the meeting to be able to take decisions. Minutes shall be kept for every meeting.

(3) If Trustees have a conflict of interest they must declare it and leave the meeting while this matter is being discussed or decided.

(4) During the year, the Trustees may appoint additional Trustees.

(5) The Trustees may make reasonable additional rules to help run the Charity. These rules must not conflict with this constitution or the law.

10 MONEY AND PROPERTY

(1) Money and property must only be used for the Charity’s purposes.

(2) Trustees must keep accounts. The most recent annual accounts can be seen by anybody on request.

(3) Trustees cannot receive any money or property from the Charity, except to refund reasonable out of pocket expenses, unless the conditions laid down in section 5 apply.

(4) Money must be held in the Charity’s bank account. All cheques must be signed by

two (2) Trustees.

11 GENERAL MEETINGS

If the Trustees consider it is necessary to change the Constitution, or wind up the Charity, the Trustees may at any time decide to do so by resolution passed by at least three-quarters of the Trustees present and voting at the meeting at which the change to the Constitution or dissolution is considered. All Trustees must be given 14 days notice and told the reason for the meeting. All decisions require a three-quarters’ majority. Minutes must be kept. The Trustees will then be responsible for implementing the decision. Where changes to the Constitution are concerned, no change can be made that would make the organisation no longer a Charity.

After making provision for all outstanding liabilities of the Charity, the Trustees must apply the remaining property and funds in one or more of the following ways:

by transfer to one or more other bodies established for exclusively charitable purposes with the same or similar purposes to this Charity

directly for the purposes or charitable purposes within or similar to the purposes

in such other manner consistent with charitable status as the Commission approve in writing in advance

12 SETTING UP THE CHARITY

This constitution was adopted on 19 January 2010 by the people whose signatures appear below. They are the first members of the Charity and will be the Trustees for one year until this date.
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