Constitution 

PART 1 

1. Adoption of the Constitution 

The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution. 

2. The Name 

The Out of School Club and Recreation Scheme’s name is OSCARS, and in this document it is called the Charity. 

3. The Objects 

The Charity's objects are 

3.1 To provide the necessary facilities for the daily care, recreation and education of children of primary school age outside school hours and during school holidays. 

3.2 To advance the education and training of persons in the provision of such care, education and recreational facilities. 

4. Definitions 

4.1 A member "present and entitled to vote" is one who is physically present or who has appointed a proxy who is physically present at a General Meeting and whose organisation is being represented. Management Committee and shall be called the Management Committee and the Trustees of the Charity in this constitution are called “the Trustees”. 

4.2 The Financial year shall be defined as 1 April to 31 March. 

4.3 The membership year shall be defined as 1 September to 31 August. 

5. Application of the Income and Property 

5.1 The income and property of the Charity shall be applied solely towards the promotion of the Objects. 

5.2 A Trustee may pay out of, or be reimbursed from, the property of the Charity reasonable expenses properly incurred by him or her when acting on behalf of the Charity. 

5.3 None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus, or otherwise, by way of profit to any member of the Charity. This does not prevent: 

a. a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Charity; 

b. a Trustee from: 

(i) buying goods or services from the Charity upon the same terms as other members or members of the public; OSCARS 2 

(ii) receiving a benefit from the Charity in the capacity of a beneficiary of the Charity, provided that the Trustees comply with the provisions of sub clause (6) of this clause, or as a member of the charity and upon the same terms as other members; 

c. the purchase of indemnity insurance for the Trustees against any liability that by virtue of any rule of law would otherwise attach to a Trustee or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the Charity but excluding: 

(i) fines; 

(ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Trustee or other officer; 

(iii) liabilities to the Charity that result from conduct that the Trustee or other officer knew or ought to have known was not in the best interests of the Charity or in respect of which the person concerned did not care whether that conduct was in the best interests of the Charity or not. 

5.4 No Trustee may be paid or receive any other benefit for being a Trustee. 

5.5 A Trustee may: 

a. sell goods, services or any interest in land to the Charity; 

b. be employed by or receive any remuneration from the Charity; 

c. receive any other financial benefit from the Charity, if he or she is not prevented from so doing by sub-clause (4) of this clause; and the benefit is permitted by sub-clause (3) of this clause, or the benefit is authorised by the Trustees in accordance with the conditions in sub- clause (6) of this clause. 

5.6 A Trustee must: 

a. if it is proposed that the Trustee should receive a benefit from the Charity that is not already permitted under sub-clause (3) of this clause:

(i) declare his or her interest in the proposal; 

(ii) be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it; 

(iii) not be counted in determining whether the meeting is a quorum; 

(iv) not vote on the proposal. 

b. in cases covered by sub-clause (5) of this clause, those Trustees who do not stand to receive the proposed benefit must be satisfied that it is in the interests of the Charity to contract with or employ that Trustee rather than with someone who is not a Trustee and they must record the reason for their decision in the minutes. In reaching that decision the Trustees must balance the advantage of contracting with or employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee’s services as a result of dealing with the Trustee’s conflict of interest). 

c. only authorise a transaction falling within paragraphs 5(a)–(c) of this clause if the Trustee body comprises a majority of Trustees who have not received any such benefit. 

d. repay to the Charity the value of any benefit received by the Trustee from the Charity. If the Trustee fails to follow this procedure, the resolution to confer a benefit upon the Trustee will be void and the Trustee must repay to the Charity the value of any benefit received by the Trustee from the Charity. 

6. Dissolution The Group may be dissolved by the resolution passed by at least 75% of the members present and entitled to vote at a General meeting of the Group. 

6.1 If the members 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. 3 

6.2 The Trustees must collect in all the assets of the Charity and must pay or make provision for all the liabilities of the Charity. 

6.3 The Trustees must apply any remaining property or money: 

a. directly for the Objects; 

b. by transfer to any Charity or charities for purposes the same as or similar to the Charity; 

c. in such other manner as the Charity Commission for England and Wales (“the Commission”) may approve in writing in advance. 

6.4 The members 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 (a)–(c) inclusive in sub-clause (3) above. 

6.5 In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the Charity (except to a member that is itself a Charity). 

6.6 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.

7. Amendments The Management Committee may make bye-laws not inconsistent with the Constitution, but any alterations to the Constitution may be made only by a resolution of the members at a General Meeting. Resolution will be carried by a majority. 

7.1 The Charity may amend any provision contained in Part 1 of this Constitution provided that: 

a. no amendment may be made that would have the effect of making the Charity cease to be a Charity at law; 

b. no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to the Charity; 

c. no amendment may be made to clause 4 without the prior written consent of the Commission; 

d. any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting. 

7.2 Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting. 

7.3 A copy of any resolution amending this constitution shall be sent to the Commission within twenty one days of it being passed. 

Part 2 

8. Membership 

8.1 Membership is open to individuals who are parents or guardians of children on the attendance register of the Group and to other such interested persons as the Trustees may invite, or organisations who are approved by the Trustees, provided that the annual subscription has been paid. This group shall be referred to as "Members" throughout this document. 

8.2 In the event of the refusal of an application: 

a. the Trustees may only refuse the application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Charity to refuse it. 4 

b. the Trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision. 

c. the Trustees must consider any written representations the applicant may make about the decision. The Trustees’ decision following any written representations must be notified to the applicant in writing but shall be final. 

8.3 Membership is not transferable to anyone else. 

9. Termination of Membership Membership is terminated if: 

9.1 the member dies or, if it is an organisation, it ceases to exist. 

9.2 the member resigns by written notice to the Charity unless, after the resignation, there would be less than two members. 

9.3 any sum due from the member to the Charity is not paid in full within six months of it falling due. 

9.4 the member 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 member from membership may only be passed if: 

a. the member 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 member or, at the option of the member, the member’s representative (who need not be a member of the Charity) has been allowed to make representations to the meeting. 

9.5 the youngest child of the member has commenced secondary school and that it is after the February half term of that year commencing secondary school. 

10. General meetings 

10.1 The Charity must hold a general meeting within twelve months of the date of the adoption of this constitution. 

10.2 An annual general meeting must be held in each subsequent year, between April and June, and not more than fifteen months may elapse between successive annual general meetings, at which the members shall: 

a. receive the Annual Report and Accounts for the preceding financial year from the Management Committee 

b. have the opportunity to view the business plan for the coming year 

b. appoint Auditors for the following year 

c. elect the Management Committee and Officers 

d. agree any fees and charges. 

10.3 All general meetings other than annual general meetings shall be called special general meetings. 

10.4 The Trustees may call a special general meeting at any time if changes to the constitution or matters relating to the dissolution of the group need to be discussed. 

10.5 The Trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, which ever is the greater. 

a. The request must state the nature of the business that is to be discussed. 

b. If the Trustees fail to hold the meeting within 28 days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this Constitution. 5 

10.6 Members meetings shall be held at least 3 times each year, including the Annual general meeting. 

a. Meetings other than the annual general meeting shall only be held if enough members show intention to attend. At least 10 members must show intention to attend (excluding Management Committee) in order for the meeting to proceed. 

b. Parents will be informed of outcome via notice displayed within Oscars. 

11. Notice of meetings 

11.1 The minimum period of notice required to hold any general meeting of the Charity is 28 clear days from the date on which the notice is deemed to have been given. 

11.2 Notification of such meeting dates shall be given via email, letter and newsletter, with returns expected 2 weeks before meeting. 

11.2 A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote. 

11.3 The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. 

11.4 The notice must be given to all the members and to the Trustees. 

12. Quorum at meetings 

12.1 No business shall be transacted at any general meeting unless a quorum is present. 

12.2 A quorum shall comprise 4 Management Committee members, provided that at least one of these is the Chair or the Treasurer, and 6 other members, to make 10 members entitled to vote upon the business to be conducted at the meeting or one tenth of the total membership at the time, whichever is the greater. 

12.3 The authorised representative of a member organisation shall be counted in the quorum. 

12.4 If a quorum is not present within half an hour from the time appointed for the meeting, or during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the Trustees shall determine. 

12.5 The Trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date time and place of the meeting. 

12.6 If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting. 

13. Chair 

13.1 General meetings shall be chaired by the person who has been elected as Chair. 

13.2 If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Trustee nominated by the Trustees shall chair the meeting. 

13.3 If there is only one Trustee present and willing to act, he or she shall chair the meeting. 

13.4 If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting. 

14. Adjournments 

14.1 The members present at a meeting may resolve that the meeting shall be adjourned. 

14.2 The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution. 

14.3 No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place. 

14.4 If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting stating the date time and place of the meeting. 

15. Votes 

15.1 Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have. 

15.2 A resolution at a general meeting, that is proposed and seconded at the meeting, shall be effective and will be signed by each Trustee. 16. Representatives of Other Bodies 16.1 Any organisation that is a member of the Charity may nominate any person to act as its representative at any meeting of the Charity. 16.2 The organisation must give written notice to the Charity of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the Charity. The nominee may continue to represent the organisation until written notice to the contrary is received by the Charity. 16.3 Any notice given to the Charity will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The Charity shall not be required to consider whether the nominee has been properly appointed by the organisation. 17. Management Committee Officers and Trustees 17.1 The Charity and its property shall be managed and administered by a Management Committee comprising the Officers and other members elected and the Trustees of the Charity in accordance with this Constitution. The Trustees will be part of the Management Committee. 17.2 The Charity shall have the following Working Committee Officers: a. A Chair, b. A Secretary, c. A Treasurer. d. Personnel Officer e. not less than two or more than twelve other members. 17.3 The Management Committee shall be responsible and accountable to the Annual General Meeting of the whole membership. 7 17.4 The Management Committee may co-opt other interested individuals or representatives of other organisations in an advisory capacity, e.g. representatives of statutory or voluntary agencies active in the locality. 17.4 Some of the Management Committee, including the co-optees, shall retire each year at the Annual General Meeting, when all officers shall vacate office. 17.5 The members at the Annual General Meeting shall appoint a new Management Committee by a show of hands or a ballot. No officer shall hold the same position for more than two consecutive years, unless with the agreement of the membership at the Annual General Meeting and subject to annual review thereafter. 17.6 The Management committee aims to meet monthly but in any event not less than six times a year. Emergency meetings shall be called as necessary. 17.6 A Trustee must be a member of the Charity or the nominated representative of an organisation that is a member of the Charity. 17.7 No one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of Clause 20. 17.8 The number of Trustees shall be not less than three but (unless otherwise determined by a resolution of the Charity in general meeting), shall not be subject to any maximum. 17.9 The first Trustees (including Officers) shall be those persons elected as Trustees and Management Committee Officers at the meeting at which this constitution is adopted. 17.10 A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees. 18. The Appointment of Trustees 18.1 The Charity in general meeting shall elect the Management Committee Officers and the other Trustees. 18.2 The Trustees may appoint any person who is willing to act as a Trustee. Subject to sub-clause 5(b) of this clause, they may also appoint Trustees to act as Management Committee Officers 18.3 Each of the Trustees shall retire with effect from the conclusion of the annual general meeting after his or her appointment but, shall be eligible for re-election at that annual general meeting. 18.4 Trustees and Management Committee Officers will be nominated at annual general meetings if they have made their willingness known to stand in office either in writing or verbally. 18.5 The appointment of a Trustee, whether by the Charity in general meeting or by the other Trustees, must not cause the number of Trustees to exceed any number fixed in accordance with this constitution as the maximum number of Trustees. 18.6 The Trustees may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office. 19. Powers of Trustees Oscars aims to provide the highest standards of day care for children as defined above. Policies will be adopted to ensure that these standards are met. These will be reviewed regularly by the management committee and updated/adopted/discarded as necessary. 8 19.1 The Trustees must manage the business of the Charity and have the following powers in order to further the Objects (but not for any other purpose): a. to raise funds in the form of fees, donations, grants legacies etc. In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations; b. to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; c. to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993, as amended by the Charities Act 2006; d. to employ and retain on such terms and conditions of employment as the Management Committee of the Group shall agree, any paid or voluntary worker to assist in the attainment of the objectives of the Group. e. to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the Charities Act 1993, as amended by the Charities Act 2006, if they intend to mortgage land; f. to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them; g. to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects; h. to acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed for any of the Objects; i. to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves; j. to obtain and pay for such goods and services as are necessary for carrying out the work of the Charity; k. to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000; l. to do all such other lawful things as are necessary for the achievement of the Objects. 19.2 No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees. 19.3 Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees. 20. Disqualification and Removal of Trustees A Trustee shall cease to hold office if he or she: 20.1 is disqualified for acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision); 20.2 ceases to be a member of the Charity; 20.3 becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; 20.4 resigns as a Trustee by notice to the Charity (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or 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. 9 21. Proceedings of Trustees 21.1 The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution. 21.2 Any Trustee may call a meeting of the Trustees. 21.3 The secretary must call a meeting of the Trustees if requested to do so by a Trustee. 21.4 Questions arising at a meeting must be decided by a majority of votes. 21.5 In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote. 21.6 No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made. 21.7 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. 21.8 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. 21.9 If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting. 21.10 The person elected as the Chair shall chair meetings of the Trustees. 21.11 If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting. 21.12 The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees. 21.13 A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held. 21.14 The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees. 22. Delegation 22.1 The Trustees may delegate any of their powers or functions to a committee of two or more Trustees but the terms of any such delegation must be recorded in the minute book. 22.2 The Trustees may impose conditions when delegating, including the conditions that: a. the relevant powers are to be exercised exclusively by the committee to whom they delegate; b. no expenditure may be incurred on behalf of the Charity except in accordance with a budget previously agreed with the Trustees. 22.3 The Trustees may revoke or alter a delegation. 10 22.4 All acts and proceedings of any committees must be fully and promptly reported to the Trustees. 23. Irregularities in Proceedings 23.1 Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a Trustee: a. who was disqualified from holding office; b. who had previously retired or who had been obliged by the constitution to vacate office; c. who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; if, without: d. the vote of that Trustee; and e. that Trustee being counted in the quorum, the decision has been made by a majority of the Trustees at a quorate meeting. 23.2 Sub-clause (1) of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been void. 23.3 No resolution or act of a. the Trustees b. any committee of the Trustees c. the Charity in general meeting, shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Charity. 24. Minutes The Trustees must keep minutes of all: 24.1 appointments of Officers and Trustees made by the Trustees 24.2 proceedings at meetings of the Charity 24.3 meetings of the Trustees and committees of Trustees including: a. the names of the Trustees present at the meeting; b. the decisions made at the meetings; and c. where appropriate the reasons for the decisions. 25. Annual Report and Return and Accounts 25.1 The Trustees must comply with their obligations under the Charities Act 1993 with regard to: a. the keeping of accounting records for the Charity, to include accounts of all income and expenditure and shall prepare accounts for submission to the members annually. b. the preparation of annual statements of account for the Charity c. the transmission of the statements of account to the Charity d. the preparation of an Annual Report and its transmission to the Commission e. the Treasurer shall prepare an annual expenditure budget for use when obtaining funding and grants. 25.2 Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body. 11 25.3 The Treasurer shall report, at least on a quarterly basis, to the Management committee the financial position of the Group. 25.4 The funds of the group shall be devoted to furtherance of its objectives and no payment shall be made to any member except for the reimbursement of expenses incurred on behalf of the Group. 25.5 The Treasurer shall be responsible for the payment of wages to employees and dealing with PAYE/NIC and VAT compliance 26. Registered particulars The Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities. 27. Property 27.1 The Trustees must ensure the title to: a. all land held by or in trust for the Charity that is not vested in the Official Custodian of Charities; and b. all investments held by or on behalf of the Charity, is vested either in a corporation entitled to act as custodian Trustee or in not less that three individuals appointed by them as holding Trustees. . 27.2 The terms of the appointment of any holding Trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of the Charity. 28. Repair and insurance The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability. 29. Notices 29.1 Any notice required by this constitution to be given to or by any person must be: a. in writing; or b. given using electronic communications. 29.2 The Charity may give any notice to a member either: a. personally; or b. by sending it by post in a prepaid envelope addressed to the member at his or her address; or c. by leaving it at the address of the member; or d. by giving it using electronic communications to the member’s address. 29.3 A member who does not register an address with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity. 29.4 A member present in person at any meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called. 29.5 Proof of notice given in the form of: a. an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. 12 b. an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. 29.6 A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent. 30. Rules 30.1 The Trustees may from time to time make rules or bye-laws for the conduct of their business. 30.2 The bye-laws may regulate the following matters but are not restricted to them: a. the admission of members of the Charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members; b. the conduct of members of the Charity in relation to one another, and to the Charity’s employees and volunteers; c. the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes; d. the procedure at general meeting and meetings of the Trustees in so far as such procedure is not regulated by this Constitution; e. the keeping and authenticating of records. (If regulations made under this clause permit records of the Charity to be kept in electronic form and requires a Trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.) f. generally, all such matters as are commonly the subject matter of the rules of an unincorporated association. 30.3 The Charity in general meeting has the power to alter, add to or repeal the rules or bye-laws. 30.4 The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the Charity. 30.5 The rules or bye-laws shall be binding on all members of the Charity. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution. Date adopted by OSCARS Management Committee 01.06.06 Date reviewed by OSCARS 17.12.09 Signed on behalf of OSCARS Position 1. Trustee Lisa Smith Chairperson 2. Trustee Verity Tubey Vice Chairperson 3. Trustee Sue Giles Treasurer 4. Trustee Caroline Brookes Vice Treasurer 5. Trustee Kirsty Couch Secretary 6. Trustee Phil Hodge Charities Representative