this link - GT Constitution 071111

							                      CONSTITUTION Of THE GENDER TRUST



CONSTITUTION
As amended on the 11th day of November 2007 at an Annual General Meeting
1. NAME
The name of the Association shall be The Gender Trust Association (hereinafter called
“the Association”.)
2. OBJECTS
The objects for which the Association is established are:-
(a) To relieve the mental and emotional stress of all persons who are in any manner
affected by gender dysphoria related to transgenderism or transsexualism or who suffer
from an intersex condition;
(b) To protect the good mental and physical health of all such persons;
(c) To advance public education about all the aspects of gender dysphoria related to
transgenderism or transsexualism or of intersex conditions;
(d) To promote relief from stress and isolation for any such persons by way of self help
and mutual support from the membership of the Association.
3. POWERS
In furtherance of the said objects but not further or otherwise, the Association shall have
the following powers:

(a) To present, promote, organise, provide, manage and produce dramatic and literary
improvisations, films, broadcasts, concerts, musical pieces, entertainments, exhibitions,
tutorials, seminars, courses and workshops, whether on any premises of the Association
or elsewhere.

(b) To engage in research in relation to the above objects, and to publish the useful
results of any such research.

(c) To publish from time to time literature relating to the Association or ita activities.

(d) To open and maintain a bank account or bank accounts in the name of Association.

(e) To employ staff and/or agents, and to make provision for the proper remuneration of
any such persons, provided that no Trustee nor officer of the Association shall be so
employed.
(f) To seek to influence government or public opinion or the opinions of individual
Members of Parliament through well founded reasoned arguments based on research or
direct experience on issues relating directly to the achievement of the Association’s
objects, and to supply to members material (based on well founded reasoned
arguments) to send to Members of Parliament or to government and/or to organise and
present a petition to parliament.
(g) To advocate or oppose any change in the law which may affect the Achievement by
the Association of its objects and to comment publicly on social political or economic
issues which relate to the Association’s objects or the way in which it carries on its work.
(h) To purchase, take on lease or in exchange, hire or otherwise acquire any real or
personal property and any rights or privileges which the Association may think
necessary for the promotion of its objects and to construct maintain and alter any
buildings or erections necessary for the work of the Association.
(i) Subject to such consents as may be required by law, to sell let mortgage dispose of or
turn into account all or any of the assets of the Association as may be thought necessary
for the promotion of its objects.
(j) To undertake and execute any charitable trusts which may lawfully be undertaken by
the Association and may be necessary for its objects.
(k) Subject to such consents as may be required by law, to borrow or raise money for the
purposes of the Association on such terms and on such security as may be thought fit.
(l) To raise funds and invite and receive contributions from any person or persons
whatsoever by way of subscription and otherwise PROVIDED THAT the Association
shall not undertake substantial trading activities in raising funds for the said objects.
(m) To invest the monies of the Association not immediately required for its purposes in
or upon such investments, securities or property as may be thought 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) To establish and support or aid in the establishment and support of any charitable
association or institutions and to subscribe or guarantee money for charitable purposes
in any way connected for the purposes of the Association or calculated to further its
objects.
(o) To establish and operate and maintain or to cooperate with others in establishing,
operating and maintaining at such places as may be deemed appropriate by the
Association any dining and refreshment rooms, stalls or facilities for the supply thereat of
food, drink and refreshments in furtherance of the objects providing that such food, drink
or refreshments shall only be available to persons participating in the activities of the
Association.
(p) To do all such other lawful things as shall further any or all of the above objects.
4. MEMBERSHIP
Membership of the Association shall be in accordance with such terms and conditions as
the Executive Board shall from time to time decide.
5. EXPULSION OF MEMBERS OF THE ASSOCIATION
If the Executive Board at any time are of the opinion that the expulsion of a member of
the Association is desirable in the interests of the Association, it may expel that member
but on expulsion, such member shall have the right of appeal to an Annual General or
Special General Meeting.
6. TRUSTEES
(a) Trustees shall agree to abide by the Rules and Constitution of the Association and be
willing to undertake all of the general duties of trusteeship as set out by the Charity
Commission.

(b) Trustees shall endeavour to meet no less than two times in any period between two
Annual General Meetings at such place as the Secretary shall specify on the instructions
of the Chairperson to receive reports from the Executive Board and the Officers of the
Trust.

(c) At meetings of the Trustees each member shall have one vote. In the event of an
equality of votes, the Chairperson shall have the casting vote.

(d) Three members of the Trustees shall constitute a quorum.
(e) All persons willing to act as Trustees of the Association shall be voted into office at
an Annual General Meeting of the Association.
(f) At the first Annual General Meeting and at the Annual General Meeting to be held in
every subsequent year, one-third of the Trustees for the time being, or if their number is
not a multiple of three then the number nearest to one-third, shall retire from office.
(g) The Trustees to retire shall be those who have been longest in office since their last
election or appointment. As between members of the Trustees of equal seniority, the
members of the Trustees to retire shall in the absence of agreement be selected from
among them by lot. The length of time a Trustee has been in office shall be computed
from his or her last election or appointment. A retiring Trustee shall be eligible for re-
election.
(h) The Association may, at the meeting at which a Trustee retires in manner aforesaid,
fill up the vacated office by electing a person thereto, and in default the retiring Trustee
shall, if offering himself or herself for re-election, be deemed to have been re-elected,
unless at such meeting it is expressly resolved not to fill such vacated office, unless a
resolution for the re-election of such a Trustee shall have been put to the meeting and
lost.
(i) No person other than a Trustee retiring at the meeting shall be eligible for election as
a Trustee at any General Meeting unless:
• he or she is recommended by the Trustees for election; and
• not less than 4 nor more than 21 clear days before the date set for the meeting there
   shall have been given to the secretary notice in writing, by a member duly qualified to
   be present and vote at the meeting for which such notice is given, of the member’s
   intention to propose such person to be proposed and of his or her willingness to be
   elected.
(j) If at any time the number of elected Trustees fall below five members who are able to
play a full part in the affairs of the Trust then the Executive Board are empowered should
they so wish to appoint such additional members as the Executive Board deem suitable
to become Trustees in all respects including the right to vote, without recourse or
ratification of the membership in an election at an Annual General Meeting or Special
General Meeting of the Trust.
(k) The power granted in sub-section (j) is a reserve power and shall only be used if the
number of Trustees shall fall below five members and cannot be used to increase the
number of Trustees beyond a number of ten. Any Trustees so appointed under this
power will in time be subject to the normal rules for re-election of Trustees at a
subsequent Annual General meeting.
(l) Where this reserve power is used by the Executive Board then members will be
advised in the next available edition of GT News that is has been invoked together with
any reasons for its use.
7. DISQUALIFICATION OF TRUSTEES
The office of a Trustee shall be vacated:
(a) If he or she is disqualified from acting as a director by virtue of section 72(1) (a) to (f)
of the Charities Act 1993 or any statutory re-enactment or modification thereof.
(b) If he or she becomes incapable by reason of mental disorder illness or injury of
managing and administering his or her property and affairs.
(c) If he or she is directly or indirectly involved in any contract with the Association and
fails to declare the nature of his interest in the proper way. The proper way is by giving
notice at the first meeting at which the contract is discussed or the first meeting after the
Trustee becomes involved in the contract.
(d) If by notice in writing to the Association he or she resigns his or her office.
(e) If in the opinion of Trustees he or she has failed to act in the best interests of the
Association and is removed from office by a resolution of the Trustees duly passed
Provided that prior to such resolution the Trustee concerned shall have the right to
explain his or her conduct to the Trustees.
(f) If he or she fails without reasonable excuse to attend two consecutive meetings of the
Trustees or Executive Board if he or she is a member thereof.
8. EXECUTIVE BOARD
(a) The Executive Board shall be empowered by the Trustees to manage the affairs of
the Association on behalf of and reporting to the Trustees and to take any action on
behalf of the Association which it deems conducive to the objects of the Association.
(b) The Executive Board should in normal circumstances consist of the Chairperson, the
Vice-Chairperson, the Secretary and the Treasurer. They shall be elected by the
Trustees from amongst their number after each Annual General Meeting of the
Association. The Chairperson so elected shall also act as Chairperson to the Trustees.
(c) The Executive Board shall endeavour to meet not less than four times in any period
between two Annual General Meetings at such time and place as the Secretary shall
specify on the instructions of the Chairperson.
(d) At meetings of the Executive Board each member shall have one vote. In the event
of an equality of votes, the Chairperson shall have the casting vote.
(e) Three members of the Executive Board shall constitute a quorum.
9. CO-OPTEES
The Trustees or Executive Board may from time to time co-opt, for any period not
exceeding twelve months from the date of the last preceding Annual General Meeting,
persons to serve in a non-voting capacity on the Executive Board or any sub-Executive
Board, and may renew such appointments from time to time. The number of co-optees
shall not exceed two.
10. MEETINGS OF THE ASSOCIATION
(a) The Annual General Meeting (AGM) shall be held in each calendar year not more
than fifteen months after the preceding Annual General Meeting. Written notice of the
day hour and place of the Annual General Meeting and of the business to be transacted
shall be sent to each member of the Association at least four weeks before the date of
the meeting.
(b) Notices of resolutions to be presented at the Annual General Meeting shall reach the
Secretary at least three weeks before the date of such meeting and shall be signed by
the proposer and seconder thereof.
(c) The accidental omission to send a notice of a meeting to a member shall not
invalidate that meeting.
(d) The Trustees or one third of the members of the Association may by notice in writing
to the Secretary specify the business to be transacted, and require the convening of a
Special General Meeting of the Association. The Secretary shall within seven days of
receipt of such notice convene such a meeting by due notice as specified for the Annual
General Meeting.
(e) The Chairperson of Vice Chairperson of the Executive Board, or in their absence a
person appointed by the Trustees, shall preside at such Annual General or Special
General Meeting.
(f) A quorum at a General Meeting shall be twenty of the members.
(g) Minutes of each General Meeting shall be circulated amongst the membership.
11. VOTING
(a) At any meeting, unless a majority of those present call for a secret ballot, a resolution
or motion put to the meeting shall be decided on a show of hands. Every member
present in person and whose subscription is fully paid shall have one vote. In the event
of an equality of votes, the Chairperson may exercise an additional casting vote.
(b) At the discretion of the Executive Committee proxy postal voting may be extended to
the fully paid membership on a particular resolution. This is not a general right of the
membership of the Association.
12. ASSOCIATION PROPERTY
(a) The subscription and all other property acquired for the purposes of the Association
shall be vested in three Trustees who shall be appointed at the Annual General Meeting.
Failing such appointment, the Trustees shall be the Chairperson, Secretary and
Treasurer.

(b) The income and property of the Association shall be applied solely towards
promotion of its objects and no portion thereof shall be transferred directly or indirectly
by way of dividend, bonus or otherwise howsoever by way of “profit”, to members of the
Association and no Trustee shall be appointed to any office of the Association paid by
salary or fees or receive any remuneration or other benefit in money or monies worth
from the Association or by reason of any activity carried out on behalf of the Association,
PROVIDED THAT nothing herein shall prevent payment in good faith to the Association:

(i) of reasonable and proper remuneration to any servant of the Association for any
services rendered to the Association;
(ii) of the usual professional charges for business done by any Trustee who is a solicitor,
accountant or other person engaged in a profession, or by any partner of his or hers,
when instructed by the Association to act in a professional capacity on its behalf:
provided that at no time shall a majority of the Trustees benefit under this provision and
that a Trustee shall withdraw from any meeting at which his or her appointment or
remuneration, or that of his or her partner, is under discussion;
(iii) of interest at a rate not exceeding 2% less than the base rate for the time being of
any of the Association’s bankers or 3% whichever is the greater;
(iv) to any member of his or her reasonable and proper out-of -pocket expenses;
(v) to a company of which a member of the Association is a member holding not more
than one hundredth part of the capital of such a company;
(vi) of the payment of any premium in respect of any insurance or indemnity to cover the
liability of the Trustees (or any of them) which by virtue of any rule of law would
otherwise attach to them in respect of any negligence, default, breach of duty or breach
of trust of which they may be guilty in relation to the company PROVIDED THAT any
such insurance or indemnity shall not extend to any claim arising from any act or
omission which the Trustees (or any of them) knew or ought reasonably to have known
was a breach of trust or which was committed by the Trustees (or any of them) in
reckless disregard of whether it was a breach of duty or breach of trust.
(c) The Trustees may deal with the property of the Association vested in them by way of
sale, mortgage, charge, lease or otherwise as recommended by the Executive Board. A
certificate signed by the Secretary shall in favour of persons dealing with the Trustees be
conclusive evidence that the Trustees have acted in accordance with the directions of
the Executive Board.

(d) The Trustees shall be entitled to an indemnity out of the property of the Association
for all expenses and other liabilities properly incurred by them in the discharge of their
duties.
13. ACCOUNTS
The Trustees shall comply with their obligations under the Charities Act 1993 (or any
statutory re-enactment or modification of that Act) with regard to:
(a) The keeping of accounting records for the Association;
(b) The preparation of annual statements of account for the Association;
(c) The auditing or independent examination of the statements of account of the
Association; and
(d) The transmission of the statements of account of the Association to the Charity
Commissioners.
14. BANK ACCOUNT
Any bank account in the name of the Association shall require two signatories for all
cheques. There shall not be more than four authorised signatories, which number must
include the Treasurer and Secretary.
15. DISSOLUTION
(a) The Association may be dissolved by a resolution passed by a two-thirds majority of
those present and voting at an Annual General or Special General Meeting.
(b) If upon the winding up or dissolution of the Association there remains, after the
satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be
paid to or distributed among members of the Association, but shall be given or
transferred to some other charitable institution or institutions having objects similar to the
objects of the Association, as shall be determined by the Association with approval from
the Charity Commissioners or other authority having charitable jurisdiction.
16. NOTICE AND APPLICATION OF RULES
Each member of the Association shall upon admission be supplied with a copy of the
rules of the Association by the Secretary, and the decision of the Trustees upon any
question of the interpretation thereof or upon any matter whatsoever affecting the
Association and not provided for by this constitution or the rules shall be final and
binding on the members of the Association.
17. SUBSIDIARY RULES
The Trustees shall have the power to adopt and issue subsidiary rules or standing
orders for the Association which shall take effect when the Trustees shall decide
PROVIDED THAT such rules or standing orders shall not have retrospective effect, shall
be subject to review by members at an Annual General Meeting and shall not be
inconsistent with the provisions of this constitution.
18. SERVICE OF NOTICES
Any notice may be served upon any member either personally, by sending it through the
post in a pre-paid letter addressed to such member at the member’s last known address
in the United Kingdom or elsewhere worldwide, or by any other method agreed by the
members at an Annual General or Special General Meeting. If a notice is posted as
aforesaid, it shall be deemed to have been received within two days of posting.
19. ALTERATIONS
Any of these Rules may be rescinded or amended or waived by a resolution passed at
an Annual General or Special General Meeting of which proper notice shall have been
given to all members of the Association, by a two thirds majority of the members present
and voting
PROVIDED THAT no alteration shall be made which shall cause the Association to
cease to be a charity at law and no alteration to Rules 2, 12, 15 or this Rule shall be
made without the prior approval of the Charity Commissioners or other authority having
charitable jurisdiction.
This constitution was adopted on the 11th day of November 2007.
Amended version signed on behalf of the Trust




Rebecca Jennifer Dittman
Chair


Date: 12th November 2007