Constitution of the OCA

1. TITLE AND ADDRESS

The title of the organisation shall be the Old Coram Association, the address of which is The Foundling Museum, 40 Brunswick Square, London WC1N 2QA.

2. DEFINITIONS

In this Constitution:
‘The Association’ means the Old Coram Association (OCA)
‘The Committee’ means the General Committee of the Old Coram Association
‘The Chairman’ means the Chairman of the General Committee unless otherwise stated
‘The Fund Committee’ means the Committee of the Marjoribanks Bequest Fund
‘The Foundation’ means the Coram Family, Thomas Coram Foundation for Children and/or the Foundling Hospital, by which name the former was known until 1953
‘AGM’ means the Annual General Meeting of the Old Coram Association

3. OBJECTS

The objects of the Association shall be:
i) To enable Old Boys and Girls of the Foundation and their families to keep in touch with each other and the Foundation.
ii) To promote mutual assistance among members of the Association.
iii) To further the interests of the Foundation.
iv) To arrange and give opportunities for meeting in social reunion.
v) To assist the periodical production of a Journal.
vi) To plan and encourage other activities for the benefit of the members of the Association.

4. MEMBERSHIP

i) Founder Membership of the Association is limited to those who joined on or before 1st January 1948.
ii) Annual Membership shall be open to all Old Boys and Old Girls who were at any time in the care of the Foundation, their foster parents, the President, Vice Presidents, Governors and members of staff, past and present of the Foundation; husbands, wives and descendants of the above.
iii) Life Membership. Those eligible for Annual Membership may become Life Members on a single payment of £50 (or such other sum as shall from time to time be determined by the AGM).
iv) Honorary Membership may be conferred on any person (who need not be eligible for Annual Membership) in recognition of the great service they have rendered the Association or the Foundation. Honorary Members shall be elected for life subject to their right to resign at any time should they so wish. Appointments to Honorary Membership shall be approved by the AGM on the recommendation of the Committee.
v) Associate Membership
At the discretion of the General Committee, with right of appeal to the AGM, Associate Membership may be offered to any person who can show that they :

a) are related to or have a bona fide connection with an Annual or Life Member but do not themselves meet the criteria for Annual Membership set out in Clause 4.ii of the Constitution.
b) have been a client or user for a specified period of time of certain Foundation/Coram Family projects approved by the General Committee.
c) have particular reasons for seeking Associate Membership which are accepted as valid by the General Committee
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d) have rendered noteworthy service to the OCA, Foundation or Coram Family not meriting the grant of Honorary Membership.
e) Associate Members shall pay an annual subscription as shall from time to time be determined by the AGM and shall receive copies of the Coram News.  They may attend the AGM but do not have voting rights. They shall be eligible to attend OCA functions and receive any subsidy as may be determined by the General Committee. Eligibility for other financial benefits shall be as determined from time to time by the AGM.

vi) The Committee shall have the discretion to terminate the membership of any Annual Member or Associate Member whose subscription is more than two years in arrears.
vii) Applications for Annual or Associate Membership should be made to the Honorary Secretary.

5. HONORARY OFFICERS

i). The Association may elect a President and not more than six Vice Presidents, who shall be elected for life subject to their right to resign at any time should they so wish. Such elections shall take place at the AGM on the recommendation of the Committee.
ii) An Honorary Secretary, Honorary Treasurer and Honorary Editor of the Coram News shall be elected annually at the AGM and shall hold office for one year. They shall be eligible for re-election.

6. ANNUAL GENERAL MEETING

i) The AGM shall normally be held in June. Failing this, a new date shall be fixed not later than 18 months following the date of the previous AGM.
ii) The President shall be chairman of the meeting. In the absence of the President, a Vice President or the Chairman of the General Committee shall take the chair.
iii) 25 members present shall form a quorum.
iv) The election of officers or any motion put to the AGM shall be decided by a simple majority on a show of hands unless a secret ballot is demanded by the chairman of the meeting or by at least 10% of members present. In the event of a secret ballot being necessary, the chairman of the meeting shall appoint two members who are not candidates for election to act as scrutineers.
v) The chairman of the meeting shall have a second or casting vote in all elections and motions decided by vote.
vi) All members shall be given at least four clear weeks' notice in writing of the AGM together with nomination papers for any appointments to be filled and copies of the annual accounts.
vii) Non-members may be permitted to attend all or part of the AGM but shall not participate in any way.

7. SPECIAL GENERAL MEETING

i). In the event of a matter of major importance arising which requires a decision by the membership as a whole before the next AGM, the Committee or not less than 25 members may apply to the President, or in his or her absence, a Vice President, to convene a Special General Meeting. The application shall be in writing, shall specify the object of the meeting and shall be signed by the Chairman on behalf of the Committee or by the 25 or more members concerned.
ii) The President or Vice President shall decide whether the matter is of such urgency and importance that it cannot reasonably be deferred until the next AGM. If he or she considers the application justified, they shall then either convene a Special General Meeting giving members at least three weeks' notice in writing or, alternatively, arrange for all members to be fully informed in writing of the situation and given the opportunity to record their views in a postal ballot.
iii) Should a Special General Meeting be convened, the conduct of the meeting will be as for the AGM.

8. GENERAL COMMITTEE

Delegated Authority

i) The AGM is the final decision-making body of the Association. However, responsibility for the day to day running of the Association shall be delegated to the General Committee.
ii) The AGM shall agree the General Committee's delegated financial powers for the ensuing year.

Membership

iii) The Committee shall consist of not more than 6 Old Boys and 6 Old Girls together with not more than 6 representatives of the other classes of member defined in paragraph 4ii.
iv) The Honorary Secretary, Honorary Treasurer and Honorary Editor of the Coram News shall be ex-officio members of the Committee and hold office for one year, they shall have voting powers and be eligible for re-election. Their places shall not count against the maximum numbers set out in paragraph 8iii.
v) The Committee shall have the discretion to elect assistants to the Honorary Officers.
vi) Members of the Committee shall be elected at the AGM for a period of three years. They shall be eligible for re-election.
vii) At the first meeting following the AGM, members of the committee shall elect one of their number to be Chairman of the Committee for the ensuing year. The retiring Chairman shall be eligible for re-election. In the event of an equality of votes, which cannot be resolved by further ballots, the appointment shall be decided by drawing lots.
viii) The Committee shall have the power to co-opt additional members up to the maximum numbers permitted to fill existing vacancies in the respective categories or any that arise during the year. Members appointed in this way shall have voting powers and shall hold office until the next AGM when they shall be eligible for election in the normal way for a full three year term.
ix) The Committee shall have the power to invite any person or persons whom they consider would be able to make a useful contribution to a matter under discussion to be in attendance for all or part of a meeting. Such persons shall not have voting powers and need not be eligible for membership of the Association.

Meeting and Decisions

x) The Committee shall meet not less than once every three months. The Officers of the Association shall meet as required.
xi) Five members present shall constitute a quorum for the Committee.
xii) Decisions shall be taken by consensus or a simple majority on a show of hands unless the Chairman or any member demands a secret ballot. In any matter decided by vote (with the exception of the election of a Chairman under the provisions of paragraph 8vii) the Chairman shall have a second or casting vote.
xiii) In the absence of the Chairman the chair shall be taken by a committee member elected by those present. He or she shall have a second or casting vote in accordance with paragraph 8xii.

Sub-Committees

xiv) The Committee shall have the power to set up standing or short term sub-committees to consider particular matters. Such sub-committees shall not be delegated decision-making powers but shall submit recommendations to the Committee for approval. The Terms of Reference and membership of sub-committees shall be laid down by the Committee and recorded in the minutes.

9. SUBSCRIPTIONS

i) Founder and Annual Members. A subscription as shall from time to time be determined at the AGM shall qualify for one year's membership, the year commencing on 1st April. Those aged under 18 or over 60 years may be admitted as members at a reduced subscription. In each case this will entitle the subscriber to a year's issues of the Coram News. (Founder Members who have not paid the annual subscription may continue to receive a copy of the Coram News and a notice of events at the discretion of the Committee).
ii) Life Members and Honorary Members shall receive gratis copies of the Coram News for life.

10. FINANCE

i) The capital and income of the Association shall be applied solely towards the promotion of the Association's objects as defined in paragraph 3.
ii) Reasonable office and out of pocket expenses incurred by Honorary Officers and members of the Committee in the execution of the Association business may be reimbursed by the Association. All claims shall be delivered to the Honorary Treasurer and shall be supported by receipts.
iii) All transfers of money out of or between Association bank and building society accounts, and all payments, whether by cheque, direct debit, standing order or otherwise, shall require the signature of two officers of the Association. Bank and building society mandates shall be prepared to reflect this requirement. Any change in bank or building society mandates shall require the approval of the Committee.
iv) The disposition of any other property of the Association shall normally require the approval in advance of the Committee. In the event that it is impracticable to obtain approval in advance, such dispositions may be made on the joint authority of two officers of the Association, subject to subsequent ratification by the Committee.
v) The Honorary Treasurer shall be responsible for maintaining the books of account of the Association, together with appropriate supporting documents, and shall make them available to the Committee and the Auditor on request. All bank and building society statements shall be presented for inspection at each meeting of the Committee when they shall be signed and dated by the Chairman.
vi) An Auditor to perform an audit of the accounts and report thereon shall, if possible, be elected at the AGM. Failing this, the responsibility for appointing the Auditor shall then be delegated to the Committee. The Auditor shall be a person whom the Committee considers to have the requisite ability, practical experience and independence to carry out a competent and objective examination of the accounts.
vii) The audited statement of accounts shall be presented to the Committee for provisional approval. Copies shall then be circulated to all members at least four clear weeks in advance of the AGM. The accounts shall be presented to the AGM for adoption.

11. THE MARJORIBANKS BEQUEST FUND
(In memory of Miss Delia Ashworth MBE)

Object
The capital and income of the fund shall be applied by the General Committee of the Association through the Marjoribanks Bequest Fund Committee for the benefit of any past scholars of the Foundation (who are not required to be members of the Association).

Fund Committee
i) The membership of the Fund Committee shall comprise the Chairman of the General Committee, who shall be Chairman of the Fund Committee, and the Honorary Treasurer and Honorary Secretary of the Association. The General Committee shall in addition elect one member of the Fund Committee at its first meeting following the AGM of the Association.
ii) The Fund Committee may also co-opt the Director and Secretary of the Foundation and any other person or persons whose experience it considers to be relevant to its work, provided that the number of co-opted members does not exceed three at any one time. Co-opted members shall have voting powers.
iii) The Fund Committee shall have the power to invite any person or persons they consider would be able to make a useful contribution to a matter under discussion to be in attendance for all or part of a meeting. Such persons shall not have voting powers and need not be eligible for membership of the Association.

Meetings and Decisions
iv) The Fund Committee shall meet not less than three times during their year of office. In the event of an urgent decision on the use of funds being necessary, the Chairman and any two members of the Fund Committee shall be authorised to act on behalf of the Fund Committee.
v) Three members present, of whom not more than one may be a co-opted member, shall constitute a quorum.
vi) Decisions shall be by consensus or a simple majority on a show of hands. In the event of a tied vote, the Chairman shall have a second or casting vote.

Finance
The Honorary Treasurer shall be responsible to the Fund Committee for all matters of finance. The Fund shall be maintained and audited in accordance with the rules laid down for the Association's funds.

12. THE LORIMER/WARBY BEQUESTS
The Lorimer/Warby Bequests shall form an integral part of the funds of the Association but shall be accounted for in separate sub-accounts.

13. OTHER BEQUESTS AND DONATIONS
Other bequests and donations which may be received from time to time shall be accounted for and employed as part of the general funds of the Association unless otherwise specified by the legator or donor or directed by the AGM.

14. CHANGES TO THE CONSTITUTION
Any proposals for changes to the Constitution of the Association or the Marjoribanks Bequest Fund shall be submitted to the Committee for examination prior to being submitted to the AGM for approval and ratification.

Revised: June 2002