APT Constitution
1. Name
1.1 The full name of the Association shall be the United Kingdom Association of
Building Preservation Trusts; its short title shall be the Association of
Preservation Trusts, which may be abbreviated to APT.
2. Objects
2.1 The objects for which the Association is established are for the public benefit to
promote and improve the effectiveness and efficiency of relevant charities in
direct furtherance of their objects by the provision of information, advice and
assistance in the establishment, administration and management thereof.
2.2 In sub-clause (2.1) of this clause ‘relevant charities’ shall mean charities
established to promote the protection and preservation of any building or
buildings, structure or structures or monument or monuments of aesthetic,
architectural, archaeological, historical or constructional value and their
appurtenant grounds (hereinafter referred to as ‘building preservation trusts’).
3. Powers
3.1 In furtherance of these objects the Association shall have the power to do all or
any of the following things:(a) encourage, advise and assist building preservation trusts to achieve
the highest standards in the preservation of buildings and structures
of particular beauty or historic, architectural or constructional interest,
ancient monuments, and associated land;
(b) assist and support the establishment of any building preservation trust
whether national, regional or local;
(c) provide, or assist with the provision of, courses of training, seminars,
lectures, tutorials, exhibitions or meetings in connection with the
objects of the Association;
(d) publish, using any communications media, such newspapers,
periodicals, books, leaflets, pamphlets or other material which the
Association may consider desirable for the promotion of its objects, or
to make known to the public the existence of buildings and structures
of particular beauty or historic, architectural or constructional interest,
ancient monuments, and associated land or the features of special
interest of such buildings, structures and ancient monuments;
(e) undertake any activity (including research and publication of the
useful results thereof into the preservation of buildings and structures
of historic, architectural or constructional interest and ancient
monuments) which directly or indirectly promotes the objects of the
Association;
(f) co-operate with any national, local or public authority or other body
(including the Architectural Heritage Fund) in such a way to promote
the objects of the Association;
(g) reimburse members of the National and Area Committees, from the
funds controlled by the respective committee, for reasonable out-ofpocket expenses;
(h) employ and pay all such officers and servants as may be required for
the purposes of the Association and make all reasonable and
necessary provision for the payment of pensions and superannuation
to or on behalf of employees and their widows, widowers or other
dependents PROVIDED THAT no paid officer or servant shall be a
member of the National Committee;
(i) take such steps by person or written appeals, public meetings,
publications or otherwise (not being in the same nature of trade) as
may be considered expedient for the purpose of procuring
contributions to the funds of the Association or any buildings
preservation trust by means of donations, convenants, subscriptions
or otherwise;
(j) accept gifts or money and property and, subject to any conditions
attaching to a gift, apply it to the benefit of the Architectural Heritage
Fund or any building preservation trust operating in the area from
where the gift originated unless the Area Committee for that area
agrees to its retention or application for the benefit of the Association
as a whole or otherwise in fulfilment of its objects;
(k) raise money for the purposes of the Association by borrowing in such
manner and on such terms as to security or otherwise as the
Association thinks fit subject to such consents as may be required by
law;
(l) transfer all or any part of the property, assets, liabilities and
engagements of the Association by borrowing in such manner and on
such terms as to security and otherwise as the Association thinks fit
subject to such consents as may be required by law;
(m) invest any monies of the Association not immediately required for its
purposes or for any proper expenses of administration and
management of the Association in or upon such investments,
securities or property as the Association thinks fit, and lend any such
monies to any building preservation trust or other charitable
organisation having objects altogether, or in part similar to those of
the Association and on such terms as to security or otherwise as the
Association thinks fit, subject nevertheless to such conditions (if any)
and such consents (if any) as may for the time being be imposed or
required by law and subject also as hereinafter provided;
(n) where a property is retained by the Association, it may sell, let or
otherwise turn it to account for the best benefit to the Association;
(o) do all such other lawful things as will further the attainment of the
objects of the Association.
3.2 Provided that:(a) property or monies of the Association not immediately required for its
purposes and held on either a short or long term basis shall be
administered by three trustees to be appointed from time to time by
the National Committee in consultation with the Area Committees as
appropriate. Such funds may be invested and the trustees will be
required to submit at least one report a year giving full details of such
investments for consideration and approval by the National
Committee and, if appropriate, the Area Committee;
(b) in case the Association shall take or hold any property which may
be subject to any trusts, the Association shall only deal with or invest
the same in such manner as may be allowed by law, having regard to
such trusts;
(c) in case the Association shall take or hold any property subject to
the jurisdiction of any competent charitable authority including, without
prejudice to the foregoing generality, the Charity Commissioners for
England and Wales, the Association shall not sell, mortgage, charge
or lease the same without such authority, approval or consent as may
be required by law, and as regards any such property on its behalf
shall be chargeable for any such property that may come into their
hands and shall be answerable and accountable for their own acts,
receipts, neglects and defaults, and for the due administration of such
property of the Association in relation to any liability, costs or
expenses properly incurred by them as trustees;
(d) the objects of the Association shall not extend to the regulation of
relations between workers and employers or organisations of workers
and organisations of employers.
4. Membership
4.1
Membership is open to any building preservation trust or other charitable
organisation, including the Architectural Heritage Fund, whose primary object is
or includes the preservation of buildings and structures of particular beauty or
historic, architectural or constructional interest, ancient monuments, and
associated land in the United Kingdom for the benefit of the community, and
whose constitution does not conflict with that of the Association.
4.2
A building preservation trust or other charitable organisation (other than
the Architectural Heritage Fund) on joining the Association shall be referred to as
a member organisation. Representatives of the Architectural Heritage Fund may
only be members of the National Committee.
5. National Committee
5.1
The National Committee shall exercise any or all of the powers of the
Association so as to integrate and encourage the work of the Association and its
Area Committees, and assist in the overall administration of the affairs of the
Association. In particular, the National Committee shall:(a) provide a means of communication and co-ordination between
building preservation trusts;
(b) provide a means of communication and co-ordination between
Area Committees of the Association;
(c) provide a means of communication between building preservation
trusts and the Architectural Heritage Fund;
(d) provide a means of communication between building preservation
trusts and central government, English Heritage and other national or
regional bodies.
5.2 The National Committee shall consist of:(a) one representative (whom failing, the alternate representative) from
each Area Committee;
(b) one representative from the Architectural Heritage Fund;
(c) such co-opted members as the National Committee shall think fit,
who shall be subject to election at the first meeting held in each
financial year (beginning 1 April) by a simple majority of all those
members representing the Area Committees and the Architectural
Heritage Fund. Co-opted members to be appointed for a fixed term of
three years at the end of which they will be eligible for re-election.
Retirement of coopted members to be by rotation.
5.3 The National Committee shall at the first meeting held in each financial year
elect as Honorary Officers a Chairman and, if deemed necessary by the
Committee, a Deputy Chairman and a Treasurer:(a) nominations for Honorary Officers shall require a proposer and
seconder from amongst those members of the National Committee
representing Area Committees and the Architectural Heritage Fund,
and the prior acquiescence of the nominee;
(b) the election of Honorary Officers shall be on a simple majority vote
of all the members of the National Committee (including co-opted
members); in addition the appointment of the Chairman shall require
at least two thirds of the votes of those members representing the
Area Committees;
(c) the Chairman may be elected from amongst the representatives of
the Area Committees or be a co-opted member of the Committee. If
the Chairman is elected from amongst the representatives of the Area
Committees, the Area Committee represented by the Chairman shall
be invited to nominate another representative as a member of the
National Committee;
(d) the Chairman may not hold office for more than five consecutive
years;
(e) Honorary Officers other than the Chairman shall be elected from
the representatives of the Area Committees.
5.4 The National Committee shall appoint a Secretary; this appointment need not be
from the membership of the Association PROVIDED THAT such Secretary shall
not be a member of the National Committee.
5.5
The National Committee shall meet at least twice a year, with at least
one meeting a year held outside London. Meetings shall be convened by the
Secretary on the instructions of the Chairman or at least three representatives of
Area Committees.
5.6
Unless otherwise required by this Constitution, decisions of the National
Committee shall require a simple majority of those members (including co-opted
members) present, and in the event of a tied vote the Chairman shall have a
second, casting vote.
5.7
The National Committee shall be quorate when half of the total
membership is present. If one quarter of an hour has passed from the agreed
time for the start of a National Committee meeting and the numbers present do
not form a quorum then the members present (other than co-opted members)
may by unanimous vote accept that the meeting is quorate provided that at least
one half of the representatives (or alternate representatives) of Area Committees
are present: in calculating these proportions any part unit is to be taken as a
whole unit.
5.8
The National Committee shall publish annually, in such form as it may
determine, a report on the activities of the Association.
6. Area committees
6.1 The National Committee may delegate any of its powers to the Area Committees
who may exercise those powers of the Association in their specific geographical
area. Each Area Committee is responsible for promoting the objects and except as
herein provided, and subject to the approval of the National Committee, exercising
the powers of the Association in a specific geographical area of the United Kingdom,
such areas to be defined from time to time by the Association acting through its
National Committee in consultation with the Area Committees. In particular, an Area
Committee shall:(a) provide a means of communication and co-ordination between the
member organisations within its area;
(b) provide a means of communication between the member organisations
and the government departments and agencies, local authorities and other
relevant organisations within its area.
6.2 An Area Committee shall normally include one representative of each member
organisation within its geographical area (any member organisation which operates
in more than one area may choose which committee it wishes to join).
6.3 An Area Committee may co-opt other members, for such period and on such
terms as the Area Committee thinks fit, whether as individuals or as representatives
of other organisations amongst whose objects are the preservation of buildings and
structures of particular beauty or historic, architectural or constructional interest,
ancient monuments, and associated land but such individuals and representatives
shall not be entitled to exercise the powers of representatives of member
organisations.
6.4 The rules and procedures for the control and management of the activities of the
Area Committees shall be determined by the National Committee and any changes
thereto must be approved by the National Committee.
6.5 Each Area Committee shall meet at least twice a year. If a meeting has not
taken place within a year then the Association through its National Committee may
approach a member organisation or member organisations within that area with a
request that a meeting of member organisations within the area be convened.
6.6 Each Area Committee shall nominate two representatives of member
organisations within its area as its representatives and alternate representative to the
National Committee, and the procedures for selection and term of office of such
representatives shall be a matter for decision by the Area Committees concerned.
That representative shall be responsible for reporting to the National Committee on
the work of the Area Committee in the period since the last National Committee
meeting. If an area is not represented on the National Committee the Association
acting through its National Committee may approach a member organisation or
member organisations within that area with a request that a representative be
selected from its or their membership.
6.7 The representative of each Area Committee is responsible for reporting, in
person or in writing, to each meeting of the National Committee on the work of his or
her Area Committee in the period since the last meeting of the National Committee.
6.8 Every Area Committee shall prepare a budget for its activities. Any proposal by
an Area Committee likely to incur expenditure by the Association of Preservation
Trusts in excess of the sum which may be retained by the Area Committee in
accordance with the provisions of Clause 7.2 below will need the prior approval of
the National Committee.
7. Subscriptions
7.1 Member organisations (but not individual co-opted members of an Area
Committee or the National Committee, or the Architectural Heritage Fund) shall pay
an annual subscription to the Association. Subscriptions shall be fixed annually by
the National Committee in consultation with Area Committees.
7.2 The National Committee shall remit to each Area Committee such part (not
exceeding 20%) of the annual subscriptions collected from member organisations in
its area as it shall decide, to assist it in achieving the objects of the Association in
relation to that area.
7.3 The balance of the annual subscription shall be retained by the National
Committee.
8. General meetings
8.1 A general meeting of member organisations of the Association may be
convened by the National Committee, or by two or more Area Committees, provided
that 28 days written notice be given of the place, date and time of the meeting, and
(except as herein provided) 7 days written notice of the business to be transacted at
such a meeting.
9.
Amendments to the constitution
9.1 Amendments to the Constitution must be approved by two thirds of those
members of the National Committee representing Area Committees, following
consultation with the Area Committees, two thirds being calculated such that any part
of a unit counts as a whole unit.
9.2 Area Committees shall receive a minimum of 28 days written notice of any
proposed amendment with the notice being dated from the day of posting.
9.3 Nothing contained in this Constitution shall authorise any amendment the effect
of which would be to cause the Association at any time to cease to be a charity in
law.
10. Dissolution
10.1 A resolution to dissolve the Association may only be considered at a general
meeting of its member organisations. Such a resolution, which must inter alia make
provision for the settlement of the debts and liabilities of the Association, and the
disposal of its assets must be initiated by two or more Area Committees and shall
then require a simple majority of all member organisations of the Association to have
effect.
10.2 A member organisation may not vote on the dissolution of the Association
unless its annual subscription is fully paid at the date on which the vote is to be
taken.
10.3 In the event of its dissolution any funds held by the Association (after the
satisfaction of, or having made proper provision for, any debts and liabilities) shall be
distributed to or among its member organisations, the Architectural Heritage Fund, or
to trusts companies or other bodies or organisations which are charitable in law and
have similar objects to the Association, in such manner as the National Committee
shall decide (subject to the approval of a majority of the member organisations at the
meeting of the Association at which the Resolution to dissolve the Association is
passed) failing which at the absolute discretion of a majority of the members of the
National Committee at the date of such dissolution subject only to any specific
restrictions contained in any deed of gift relating to all or any of the funds and to any
consents required by law.