Constitution

1. Definitions

In this Constitution the following words shall have the following meanings:

1. "Beneficiary(ies)" means the individuals described in Clause 3.1 hereof
2. "EDBF" means The Institute of Quarrying Educational Development and Benevolent Fund
3. "The Chairman" means the Chairman of the Committee of Management of the EDBF as elected under the provisions of section 9 hereof
4. "The Committee" means the Committee of Management of the EDBF which is constituted as provided in Section 8 hereof
5. "Contributors" means those Members who meet a provision of Clause 6.1 hereof
6. "General Meeting" (either Annual or Special) means a General Meeting of the Contributors
7. "Honorary Officers" means the Honorary Officers as defined in Section 7 hereof
8. "The Institute" means The Institute of Quarrying
9. "Member(s)" means fully paid up members of any class of membership of The Institute of Quarrying
10. "Ordinary Members of Committee" means the twelve Members including the four members of the Supply Industry Committee of the Institute who have for the time being been elected to be members of the Committee as provided in Section 9 hereof
11. "The Trustees" means the four members of the Council of the Institute who have been so appointed as provided in Clause 7.2 hereof
12. "The Secretary" means the Secretary of the Committee who shall be the Treasurer of the Institute as provided in Clause 8.4 hereof

2. Name

1. The name of the Fund shall be "The Institute of Quarrying Educational Development and Benevolent Fund"

3. Objects

1. The objects of the EDBF are:
   1. to afford financial support for projects relating to the advancement of education related to the science of quarrying
   2. to afford assistance to necessitous Members or former Members or their dependants (the Beneficiaries) by means of gifts loans or otherwise

4. Acquisition Management and Application of Assets

1. Money shall be raised by or on behalf of the EDBF and shall be managed and applied to further the objects of the EDBF and for no other purpose save as is provided in this Constitution
2. The assets of the EDBF shall be administered and applied by the Committee
3. In discharging this duty the Committee may apply or administer the assets of the EDBF in any of the following ways
4. It shall consider applications from the Education Committee of the Institute for financial support for projects relating to the advancement of education provided that such applications are submitted to the Committee before 31 July in each year
5. It shall consider applications for assistance and shall decide and pay any amount to be gifted to any Beneficiary
6. It may provide assistance to any Beneficiary in such other form as it may think fit
7. It may undertake execute manage or assist any charitable trust which may lawfully be undertaken executed managed or assisted by the EDBF
8. It may engage any person or persons to supervise organise or carry on work in furtherance of the object of the EDBF and may pay to any such person any honorarium as it may think fit
9. Without prejudice to the generality of Clause 4.8 it may from time to time appoint and fix and pay an honorarium to a Correspondence Secretary of the EDBF to be responsible inter alia for contact with the Beneficiaries
10. It may employ and pay remuneration for such other services or assistance and any working expenses and other disbursements as it may from time to time consider necessary or expedient for the efficient management of the EDBF
11. It may do any other lawful thing as is necessary for the attainment of such object
12. It may procure contributions to the EDBF by personal or written appeals public meetings or otherwise
13. It may procure to be written and print publish issue or circulate gratuitously or otherwise any paper book periodical pamphlet or other document or film or recorded matter as may further such object
14. It shall accept on behalf of the EDBF gifts donations legacies or other monies
15. It may borrow or raise money for such object on such terms and on such security as it shall think fit
16. It may sell let mortgage dispose of or turn to account all or any of the property or assets of the EDBF
17. It may invest the money of the EDBF in or on such investments securities or property as it may think fit subject only to any condition that may for the time being be imposed or required by law

5. Other Financial Provisions

1. Two accounts shall be maintained of the assets of the EDBF that is to say an Income and Expenditure Account for the current financial year of the EDBF and a Capital Account
2. All donations gifts or legacies (unless otherwise directed by the terms thereof) and all other monies received with the exception of those specified in Clause 5.3 hereof shall be treated as Income and shall be available for any of the purposes detailed in Section 4 hereof
3. Any monies resulting from action taken under Clause 4.15 hereof or from the sale mortgage disposal or turning to account under clause 4.16 hereof of property or assets of the EDBF and which have been held in the Capital Account of the EDBF shall not be regarded as Income but shall be accounted for in the Capital Account
4. In the sole discretion of the Committee the whole or any portion of the balance standing to the credit of the Income and Expenditure Account at the end of any financial year may be transferred to the Capital Account of the EDBF
5. In the event of a deficit in the Income and Expenditure Account in any financial year such sum as the Committee shall think fit may be transferred from the Capital Account to the Income and Expenditure Account subject to approval by the Annual General Meeting upon a recommendation to that effect by the Committee
6. The Secretary shall keep proper account of the finances of the EDBF
7. The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting
8. An audited statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting
9. The bank account of the EDBF shall be kept at the same bank as the principal account of the Institute and all cheques drawn on the account of the EDBF shall be signed by any two signatories as from time to time shall be authorised by the Committee

6. Contributors

1. A member shall be designated a Contributor if he shall make a donation to the EDBF in conformity with the following that is to say
   1. the donation shall not be less than a level prescribed in Clause 6.2 hereof and
   2. the payment shall be made by to the order of or on behalf of the Member direct to the EDBF and not by way of a contribution or payment to a general collection or fund-raising effort wholly or partly on its behalf
2. For such designation the level of donation shall be in accordance with the following scale that is to say
   1. To be a Contributor for one year from the date of donation the donation shall be the sum of £10.00
   2. By making a series of annual donations by Deed of Covenant for not less than four years and annually of not less than £10.00 a Member shall be a Contributor for as many years as are covered by the Deed of Covenant
   3. To be a Contributor for life from the date of donation the donation shall be not less than £100.00
   4. By making a series of annual donations by Deed of Covenant for not less than four years and annually of not less than £25.00 a Member shall be a Contributor for life from that date
3. The Secretary shall maintain a register of Contributors
4. Only Contributors shall be entitled to attend and vote at any General Meeting and all Contributors shall be so entitled
5. For the purposes of Clauses 6.4 and 11.1 hereof the Honorary Officers shall be deemed to be Contributors

7. Honorary Officers

1. The Honorary Officers of the EDBF shall be
   1. The President Deputy President Chairman Deputy Chairman and Treasurer for the time being of the Institute the Chairman of the Education Committee for the time being of the Institute and the Chairman and Deputy Chairman for the time being of the Committee
   2. Four Trustees
2. The four Trustees shall be appointed by the Council of the Institute from its members
3. Each Trustee shall hold that office until he resigns or becomes unable to continue to serve in that regard or ceases to be a member of the Council of the Institute or is removed from the office of Trustee by a resolution of that Council
4. In any of the events specified in clause 7.3 hereof the Committee shall request the Council of the Institute to appoint a successor Trustee as soon as is reasonably practicable

8. Committee of Management

1. The policy and general management of the affairs of the EDBF shall be directed by a Committee of Management
2. The Committee shall consist of:
   1. the Honorary Officers
   2. Twelve Ordinary Members of Committee being twelve Contributors of whom four shall be members of the Supply Industry Committee of the Institute and four shall be members of the Education Committee of the Institute and who shall be elected under the provisions of Section 9 hereof
3. The Chairman of the Committee shall be a Corporate member of the Institute
4. The Secretary of the Committee shall be the Treasurer for the time being of the Institute

9. Election and Tenure of Chairman and Ordinary Members of Committee

1. The Chairman and the Ordinary Members of Committee shall be elected in accordance with Clauses 9.6 to 9.8 inclusive hereof at the Annual General Meeting
2. The Chairman shall hold office until the Annual General Meeting next following his election when he shall retire but shall be eligible for re-election
3. Any ordinary Member of Committee shall hold office until an Annual General meeting following his election when he shall retire in rotation as provided in clause 9.4 hereof
4. Each year three Ordinary Members of Committee including one of the members of the Supply Industry Committee of the Institute shall retire but shall be eligible for re-election

   The ordinary Members to retire in each year shall be those who have been longest in office but as between persons who become members of the Committee on the same day those to retire shall be determined by lot

5. In the event of the death resignation or inability to serve of the Chairman or of any Ordinary Member of Committee the Committee may elect another Contributor to fill the vacancy until the next Annual General Meeting
6. In pursuance of the foregoing Clauses in this Section two Contributors may nominate any Contributor as Chairman or as an Ordinary Member of Committee in place of one of hose who is retiring by sending to the Secretary as least twenty eight days before the date of the Annual General Meeting the name of the nominee together with the written consent of the person proposed to act if elected
7. Any such written nomination together with any nomination made by the Committee shall be put to the next Annual General Meeting
8. In the absence of any such nomination or of sufficient nominations to fill the vacancies any two Contributors from the floor of the Annual General Meeting may nominate a Contributor to be an Ordinary Member of Committee or Chairman subject to the provisions of Clause 8.3 hereof

   Should nominations exceed vacancies any election shall be by show of hands or by ballot of Contributors personally present as the Chairman of the Annual General Meeting shall direct

10. The Committee - Meetings and Powers

1. The Committee shall meet at least once in each financial year
2. A quorum at any Committee Meeting shall be six
3. The Committee shall elect one of the Ordinary Members of Committee to be its Deputy Chairman
4. The Secretary of the Committee shall be the Treasurer for the time being of the Institute
5. The Secretary shall keep minutes of all proceedings and resolutions passed at any meeting
6. In the absence of the Chairman and Deputy Chairman at any meeting of the Committee the President of the Institute or failing him the Deputy President of the Institute or failing him the Chairman of the Institute or failing him the Deputy Chairman of the Institute shall take the chair at that meeting and in the event of none of these being present the Ordinary Members of Committee present shall elect one of their number to be chairman at that meeting
7. Any question arising at any Committee meeting shall be decided by a simple majority of those present and voting

   In the case of an equality of votes the chairman of the meeting shall have a second or casting vote

8. At any time the Chairman in his absolute discretion may direct that a meeting of the Committee shall be convened
9. Upon the receipt of a request in writing signed by not less than six members of the Committee or by a single Trustee acting under the provisions of Clause 12.2 (ii) hereof that a meeting of the Committee shall be convened the Secretary in consultation with the Chairman shall convene a meeting of the Committee to be held within thirty-five days of his receipt of the request

   To be valid such a request shall state clearly the reason for the request and the matter or matters to be discussed

10. The Chairman shall direct that a meeting of the Committee be held at a date and time which he shall consider to be appropriate in advance of the Annual General Meeting
11. At that meeting of the Committee it shall approve its Annual Report and the audited Accounts of the EDBF and shall note the Auditor's Report thereon
12. Agenda indicating clearly the nature of business to be transacted and the date time and venue of any Committee meeting shall be posted to each Committee Member not less than twenty- one days before the date of the meeting
13. The Committee may appoint such special or standing committees as it may deem necessary and shall determine the terms of reference powers duration and composition of such committee

    All acts and proceedings of such special or standing Committees shall be reported back to the Committee as soon as is practicable or as the Committee may direct

14. The Committee may delegate authority to any two or more of its members acting jointly to take such action as it may specify and which is covered by the provisions of Clauses 4.4 to 4.17 hereof inclusive subject always to any condition limitation or constraint that it may apply to such authority
15. Without prejudice to the generality of Clause 10.14 hereof the Chairman or in his absence the Deputy Chairman jointly with the Secretary shall be authorised to consider applications for assistance received between meetings of the Committee and to take action in any instance as provided in Clauses 4.5 or 4.6 hereof provided that any such action shall be reported to and noted by the Committee at its next meeting
16. The Committee may from time to time make any regulation standing order or rule not being inconsistent with this Constitution as it shall deem to be expedient for the conduct of affairs of the EDBF

    Such regulation standing order or rule shall come into operation immediately or at such later time as the Committee may decide

11. Meetings of Contributors

1. The quorum at a Special or Annual General Meeting shall be ten Contributors
2. At every General Meeting the chair shall be taken by the President of The Institute or failing him by the Chairman of the Institute or failing him by the Deputy Chairman of the Institute or failing him by the Chairman of the Committee or failing him by the Deputy Chairman of the Committee or failing him by another member of the Committee to be appointed by the Contributors present at the meeting
3. The Annual General Meeting shall be held at the venue of and within the period of two days before or after the day of the Annual General Meeting of the Institute
4. The business to be transacted at each Annual General Meeting shall consist of:
   1. Ordinary Business namely
      1. Consideration of the Committee's Annual Report which shall include a statement of the number and amounts of all grants made and assistance afforded during the period covered by the Annual Report (but not the identity of applicants or recipients) and any other work done by or with the authority of the Committee
      2. Consideration of the audited Accounts of the EDBF and the report of the Auditors thereon
      3. The election of the Chairman for the ensuing year
      4. The election of Ordinary Members of Committee
      5. The election of Auditors who shall serve for the financial year next ensuing after election
   2. Special Business namely any business other than the foregoing
5. Special Business shall include:
   1. Other business which the Committee has resolved shall be brought before the Annual General Meeting
   2. Such other business which any contributor desires to raise and of which at least twenty-eight days' prior notice in writing has been received by the Secretary
   3. Any other matter which is raised at the meeting but of which due notice has not been given may be accepted by the chairman of the meeting at his sole discretion for discussion at that meeting
6. A Special General Meeting shall be convened if at any time the Committee so resolves
7. Upon receipt of a request in writing signed by not less than twenty Contributors that a General Meeting be held the Secretary in consultation with the Chairman shall convene a Special General Meeting within thirty-five days of his receipt of that request

   To be valid any such request shall state clearly the reason for the request and the matters to be discussed

8. No business shall be transacted at any Special General Meeting or at any adjournment thereof other than that specified in the notice of meeting
9. A notice in writing of any General Meeting which shall state the general nature of the business including Ordinary Business to be transacted and specifying the date time and the venue of the meeting shall be posted to each of the Contributors not less than twenty one days before the date of such meeting except as provided in Clause 16.2 hereof
10. Save as otherwise provided any question arising at any General Meeting shall be decided by a simple majority of those present and voting

    In case of an equality of votes the Chairman of the meeting shall have a second or casting vote

11. Minutes shall be kept by the Secretary of all proceedings and resolutions passed at any General Meeting

12. Trustees and Trust Property

1. It shall be the prime duty of the Trustee jointly and severally to oversee the manner in which the EDBF is administered or managed so as to secure as far as is possible within the power of the Trustees that all is being done in conformity with this Constitution
2. To that end if at any time a Trustee considers that the EDBF is not being so administered or managed he shall forthwith take the following steps in order
   1. He shall draw the matter to the attention of the Chairman asking that the matter be resolved
   2. If the matter be not resolved to his satisfaction he shall give notice to the Secretary under clause 10.9 hereof that he requires a meeting of the Committee to be convened
   3. If a meeting of the Committee convened for the purpose fails to resolve the matter to the Trustee's satisfaction he shall forthwith report the circumstances and his concerns to the Chairman of Council of the Institute asking that the matter be resolved by Council and that he be relieved of any further responsibility in the matter
3. Title to all real property which may be acquired by or on behalf of the EDBF shall be vested in the Trustees for the time being to be held in trust in their names for the use of and benefit of the EDBF
4. The Trustees shall at all times and in all respects act in regard to the property of the EDBF held by them in accordance with the directions of the Committee save only that a Trustee shall refuse to act in conformity with such direction if he considers that such direction is in breach of this Constitution

   The Trustees shall have power to sell pledge lease mortgage or otherwise alienate any EDBF property in compliance with such directions of the Committee but no purchaser lessee or mortgagee or other successor in title to the said property shall be concerned to enquire whether any such direction has been given

5. On the direction of the Committee the Trustees shall represent the EDBF in any litigation
6. The Trustees shall be entitled to an indemnity out of the property of the EDBF in respect of any action taken by them on the direction of the Committee

13. General Indemnities

1. Each of the Members of the Committee shall be chargeable only for such monies funds or securities as he shall actually receive notwithstanding his signing any receipt for the sake of conformity and shall be answerable and accountable only for his own acts receipts neglects or defaults and not for those of other Members of the Committee or of any banker broker or other person with whom any trust monies or securities may be deposited nor for the insufficiency of deficiency of the said monies funds or securities nor for any other loss unless the same shall happen through his own wilful action neglect or default

14. Delegation of Investment Management and Appointment of a Nominee

1. The EDBF may appoint as its investment manager a person who it is satisfied after enquiry is a proper and competent person to act in that capacity and who is either:
   1. an individual of repute with at least fifteen years' experience of investment management who is an authorised person within the meaning of the Financial Services Act 1986; or
   2. a company or firm of repute which is an authorised or exempted person within the meaning of that Act otherwise than by virtue of s.45 (1)(j) of that Act.
2.  
   1. The EDBF may delegate to an investment manager so appointed power at his discretion to buy and sell investments for it in accordance with the investment policy laid down by it. The EDBF may only do so in terms consistent with this clause.
   2. Where the EDBF makes any delegation under this clause it shall:
      1. inform the investment manager in writing of the extent of the EDBF's investment powers;
      2. lay down a detailed investment policy for the EDBF and immediately inform the investment manager in writing of it and of any changes to it;
      3. ensure that the terms of the delegated authority are clearly set out in writing and notified to the investment manager;
      4. ensure that it is kept informed of, and reviews on a regular basis, the performance of its investment portfolio managed by the investment manager and the exercise by him of this delegated authority;
      5. take all reasonable care to ensure that the investment manager complies with the delegated authority;
      6. review the appointment at such intervals not exceeding 24 months as it thinks fit; and
      7. pay such reasonable and proper remuneration to the investment manager and agree such proper terms as to notice and other matters as the EDBF shall decide and as are consistent with the terms of this clause provided that such remuneration may include commission fees and/or expenses earned by the investment manager if and only to the extent that such commission fees and/or expenses are disclosed to the EDBF.
   3. Where the EDBF makes any delegation under this clause it shall do so on the terms that:
      1. the investment manager shall comply with the terms of his delegated authority;
      2. the investment manager shall not do anything which the EDBF does not have the power to do;
      3. the EDBF may with reasonable notice revoke the delegation or vary any of its terms in a way which is consistent with the terms contained in this clause; and
      4. The EDBF shall give directions to the investment manager as to the manner in which he is to report to it all sales and purchases of investments made on its behalf.
3. The EDBF may:
   1. make such arrangements as it thinks fit for any investment of the EDBF or income from those investments to be held by a corporate body which is incorporated in England and Wales (or which has established a branch or a place of business in England or Wales) as the EDBF's nominee; and
   2. pay reasonable and proper remuneration to any corporate body acting as the EDBF's nominee in pursuance of this clause.

15. Alterations to the Constitution

1. This Constitution may from time to time be wholly or in part abrogated or amended or altered by Special Resolution at any General Meeting. The notice of such meeting given under Clause 11.9 hereof shall state clearly the nature of the proposed abrogation amendment or alteration and the purpose thereof

16. Dissolution

1. If the Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the EDBF it shall so resolve to recommend to the Contributors and it shall call a Special General Meeting for that purpose
2. A notice of such meeting stating the terms of the resolution to be proposed shall be posted to each Contributor not less than twenty-eight days before the date of such meeting
3. If such General Meeting endorses the resolution by a simple majority of those present and voting the Secretary shall forthwith notify the President of the Institute and the Chairman of Council of the Institute of the terms of the resolution requesting that the Council of the Institute be so notified and asked to consider the matter and advise the Committee of any reasonable alternative to the dissolution of the EDBF which it can envisage or of any special consideration which it considers should be given in deciding upon how any remaining funds to the credit of the EDBF should be distributed or of any other matter
4. Following such consideration by the Council of the Institute and whilst taking account of any advice which that Council may offer the Committee shall in its absolute discretion decide whether or not to proceed with the dissolution of the EDBF and upon what terms
5. If in accordance with Clause 16.4 hereof the Committee decides that the EDBF shall be dissolved it shall secure that the following actions are taken in order
   1. any proper debts or liabilities shall be paid
   2. such proper provisions shall be made for any future action to be taken or payment made that the Committee in its sole discretion shall think fit
   3. any action required by law shall be taken
   4. any then remaining balance of funds or assets of the EDBF shall be given or transferred to such other charitable institution or institutions as the Contributors in General Meeting may decide or failing which as shall be decided by the Committee
   5. a certificate to the effect that the EDBF has been dissolved in accordance with the foregoing signed by the Chairman Secretary and the Trustees together with all records accounts and other documents relating to the EDBF shall be lodged with the Secretary of the Institute