ern Ir6/ NICRE ANNUAL REPORT 2023-2024 Noverber 2024 ## **Vision:** _NICRE’s vision is of a society where human rights are respected and guaranteed_ . ## **Mission:** _NICRE’s mission is of a society that is fair and inclusive, where there is . racial equality and justice for all_ ## **Aim:** _To promote good race relations and to endeavour the elimination of racial discrimination and the promotion of human rights and racial equality._ NICRE is a black and minority ethnic led membership based organization. It currently has 18 ethnic minority and migrant organizations as well as individuals’ members. NICRE was set up to continue the policy work of the previous NICEM (NI Council for Ethnic Minority) which was under voluntary administration in November 2016. ## **BREXIT Irish Citizenship Campaign** NICRE continue to lobby politicians, North and South of the border, to support for full Irish citizenship for all BME people who have been working and living in Northern Ireland for at least 5 years, including their spouse/partner, children and parents., whether they are British or other nationalities, EEA or non-EEA migrants, asylum seekers or refugees. The Brexit campaign has been ongoing over the last eight years period through our intervention at the All-Island Dialogue on Brexit and on the Human Rights Consortium Steering Group on Human Rights & Brexit. We integrate several issues such as immigration, passport check, settled scheme, future migration, etc. And the Northern Ireland Protocol is now replaced by the Windsor Framework in which the President of the European Union and the British Prime Minister make the Windsor Political Declaration on 27 February 2023. These arrangements were adopted at the Windsor Agreement Joint Committee on 24 March. It provides a fundamentally new set of arrangements to restore the smooth flow of trade within UK internal market; safeguard Northern Ireland’s place in the Union; and address the democratic deficit that was otherwise at the heart of the original Northern Ireland Protocol. We continue to be concerned about the ‘roll back” of rights across a range of areas, including the rights of victims under the Legacy Act; the rights f asylum seekers and refugees; and data protection. Since the restoration of the institutions in February 2024, the Windsor Framework was passed in March 2024. Over the past year, the Article 2 of the Windsor Framework on equality and human rights protection in Northern Ireland has been further clarified. Three major court judgments have confirmed the scope and operation of the UK Government’s commitment to nondiminution of certain rights in Windsor Framework Article 2 and since March 2024, a further judgment has been delivered. More important, in May 2023, the NI Court of Appeal set out, for the first time, a test when Article 2 is engaged. In a series of key judgments, the NI High Court found that fundamental rights are central to the Belfast (Good Friday) Agreement; that the rights protected under Article 2 are broad in scope and cannot be limited to the political context of 1§988; and that asylum seekers are part of the community in NI and have protection under Article 2. Crucially, in two cases the High Court also disapplied provisions of Westminster legislation that conflicted with Article 2. These legal developments are subject to appeal. We will not see the new Labour Government appeal the judgments. ## **Annual Human Rights & Equality Conference** This year, we focus on the unfinished business of The Executive Office Race Relations Order Review which is the priority area of the Racial Equality Strategy 2015-2025 as well as the Racial Equality Strategy 2004-2009. The Conference was on 19 May 2023 with around 50 participants due to the public sector does not allow staffs attending paid conference. It is the same situation due for the voluntary and community sector as their funding have severe cuts. This joint events with UNISON and hosted at the Regional Office in York Road. We have key speakers from UK and Ireland as well as local experts on the subject. **Postscript:** Barbara Cohen, the former Head of Legal Policy of the Commission for Racial Equality and co-authors/adviser Statutory Code of Practice of the Equality Act 2010; compliance of the Public Sector Equality Duty; and guidance on race equality and public procurement. She was passed away two days after our conference which was shocking for those working in the equality and human rights organisations! Patrick Yu, Secretary of NICRE, attended the funeral in London on 27 June 2024. He also got the approval from the European Network Against Racism (ENAR) to pay tribute to Barbara Cohen’s contribution in ENAR at the General Assembly with 1 minute silence at the Opening of the General Assembly. ## **ALL PARTY ASSEMBLY GROUP ON ETHNIC MINORITY COMMUNITY** For 2023-2024 we had Kate Nicholl MLA Alliance Party (Chair), Dr Steve Aiken OBE MLA UUP (Vice-Chair), Emma Sheerin MLA Sinn Fein (Secretary), Danny Donnelly MLA Alliance Party (Treasurer). The rest is : Brian Kingston MLA and Deborah Erskine MLA Democratic Unionist Party; Robbie Butler MLA UUP; Patsy McGlone MLA SDLP; Sinead McLaughlin MLA Socialist Democrat Labour Party; and Richard Boyd Barrett MLA People Before Profits. We had the following experts provided briefing to our APG: Eilis Haughey, Director of the Northern Ireland Human Rights Commission and Dr Claire McCann on Northern Ireland Protocol Bill Joint Briefing from Eilis Haughey of NI Human Rights Commission and Roisin Mallon, Director, Dedicated Mechanism Unit of the Equality Commission for NI on Retain EU Law Bill Joint Briefing from Eilis Haughry and Dr Claire McCann of NI Human Rights Commission; and Roisin Mallon and Glenda Doherty of the Equality Commission for NI on Article 2 of the Windsor Framework Briefing update from Migrant Centre (NI) calls for a firewall between PSNI and the Home Office for victims and witness of crimes. NICRE provides secretary support for the meeting since 2017. The current priority are Hate Crime, Brexit and immigration; Review of the Race Relations law; Racial Equality Strategy implementation and its Action Plan; Ethnic Monitoring and Ethnic Minority Development Fund, etc. For more details, contact Patrick Yu, NICRE Secretary. Due to Purdah in May 2023 for Local Council Election and on 31[st] January 2024 the DUP and UK Government announced a deal had been struck to revive the Executive, and on 3[rd] February 2024 the Assembly sworn in Sinn Féin First Minister Michelle O’Neill and DUP Emma Little-Pengelly. And our Secretary Patrick Yu who resigned to provide Secretariat Support services due to a lot of works and travel, represented UNISON NI to sit at the National Black Members’ Committee. We ended up our Secretariat Support Services for MLA since 2004. ## **SERVICES** - Support Services for Migrants The Migrant Centre NI, Law Centre NI, local Independence Advice Centres and the Citizen’s Advice Bureau (CAB) provide the first tier of advice and support for most of the issues experienced by BME people, including legal advice on immigration matters. **NICRE signpost and/or make referral directly to these organisations.** NICRE also work with Trade Unions, who may be able to provide free advice, to support BME people. - Support for Victims of Racist Violence and Discrimination Currently, Migrant Centre NI provides bilingual advocacy to support victims of racial violence and different forms of hate crime and hate speech. They provide interpreters for those who cannot speak English, and for those with little English. This a free service supported by the Police Service of Northern Ireland (PSNI). The service also extends to people who have experienced different treatment simply because of their skin color, ethnic origin, religion, culture or language; whether in the workplace, accessing public services such as public transport, benefits, GP and hospital appointments, completing school registration, or if their children are experiencing racially motivated bullying in school – which are all forms of discrimination. ## **NICRE continues make direct referral and/or signpost those who need this service to a Bilingual Advocate** . - Islamophobic Hate The Islamophobic Hate Project was finished in the middle of February 2023. The purpose of the project is to support survivors of Islamophobic Hate and marginalised groups from within the Muslim community through advocacy, advice and support of individual needs, with particular focus on women, refugees and asylum seekers. The project aims to develop a local support network to tackle Islamophobia and to address underreporting and the related barriers to criminal justice system through the following objectives: 1. Awareness raising for Muslim communities on access to justice and underreporting on hate crime and hate speech; 2. Confidence building measures through capacity building and leadership development programmes for local Muslim community; 3. Participation in Action Research in scoping the issues and needs of Muslim community on the impacts of Islamophobia; and 4. Share experiences and practice with other local and regional civil society organisations. In our day-to-day work we follow a trauma-informed, intersectional approach with respect to both engagement with affected persons, communities and partner organisations. Using advocacy as a tool to protect rights and promote social change, we work closely alongside community organisations and community law centres to identify legal and policy issues, supporting affected people to find means to act upon their rights, access justice and exercise their rights. Similarly, through power mapping and analysing the decision-making processes involved, we identify and create avenues (mechanisms) for the active and meaningful engagement of disadvantaged groups in the decisions which impact on their lives. ## • Casework NICRE continues to support people who have case against public authority and/or other complaints whether it is basic service provisions, discrimination, racist harassment and racist violence. We refer cases to Equality Commission, Law Centre, Public Interests Litigation Support project, etc. We are now busy to provide advice to them. ## • Anti-Racism, Equality and Diversity Training NICRE has expertise and consultancy functions to develop and to deliver antiracism, equality and diversity training for the statutory, voluntary, community, trade union and private sector, with the aim to take an integrated approach to the issues and to address the policy and practice of organisations. We had a few enquires about our training. We conducted one training for the dinner ladies and senior management team in a Secondary School in West Belfast. A lot of enquires whether we can provide training through Zoom platform or online training. We are all decline to provide as no interaction between staffs team could not identify the underlying issues of racism. ## • Capacity Building NICRE’s Capacity Building programme address two levels of interrelated issues – (i) the capacity of the community in terms of leadership, and (ii) the capacity of the community to participate in public life, particularly in response to consultation under both Section 75 and/or new policies and services. NICRE can provide tailor-made training programmes for both leadership and policy. Our capacity building programme must involve working in partnership with individual BME communities, or with multiple communities. Joint funding applications can also be explored to deliver these programmes. ## **CONSULTATION AND MEETING** The following are our submissions to consultation documents: **2023-24** Department of Justice “Hate Crime Legislation” Consultation Document - - - - - - - (https://nicre.org/wp content/uploads/2022/03/NICRE submission to DoJ on Hate - - Crime 280322 1.pdf) Department of Justice “Draft Domestic and Sexual Abuse Strategy 2023 - 2030”, February 2023 (https://www.dropbox.com/home/NICRE/Policy%20Consultation/2023/DoJ%20Dome stic%20and%20Sexual%20Violence%20Strategy) The Executive Office Consultation on The Equality Schemer for The executive Office, March 2023) The Executive Office “Review of the Race Relations (NI) Order 1997” Consultation Document, March 2023 (https://www.dropbox.com/preview/nicre/Policy%20Consultation/2023/TEO%20RRO %20Review/NICRE%20submission%20to%20TEO%20Race%20Relations%20Orde r%20Review%20.docx?context=content_suggestions&role=personal) The Executive Office Consultation on a Strategic Framework to End Violence Against Women and Girls and Foundation Action Plan, July 2023 (https://www.dropbox.com/home/NICRE/Policy%20Consultation/2023/TEO%20Endi ng%20Violence%20Against%20Women%20and%20Girl%20Strategy%20Consultati on) Department for Infrastructure “NI Concessionary Fares Scheme Consultation, August 2023 (https://www.dropbox.com/home/NICRE/Policy%20Consultation/2023/Consultation% 20on%20free%20and%20discounted%20fares%20on%20public%20transport) Lady Chief Justice Consultation on Guidance on the Instruction of Experts in the High Court”, October 2023 Northern Ireland Office “Consultation Update of the Code of Practice (NI) for the Authorisation and Exercise of Stop and Search and Search Powers relating to Sections 43, 43A, 43C and Section 47A of, and Schedule 6Bto, The Terrorism Act 2000.”, October 2023 Department of Justice and Department for the Communities joint Consultation on Proposals to amend the legislation to help tackle Anti-Social Behaviour, November 2023 ## **MEETING** ## **NICRE is the member of the following work group or group attending regular meetings:** Department of Justice Domestic and Sexual Violence Tasks and Finish Group and the Communication Sub-group Shadow Civil Justice Council Advisory Group Human Rights Consortium Brexit & Human Rights Working Group Equality Coalition All Island Dialogue on Brexit The All-Party Assembly Working Group on Ethnic Minority Community Equality Yours Forum (UK wide Forum on human rights and equality) UN Universal Periodical Report compilation and International Covenant on Economic, Social and Cultural Rights Working Groups on UK Report (co-ordinated by Just Fair) ## **NICRE COMMITTEE FOR 2023-2024** Chair: Javaid Naveed (NI Muslim Family Association) Vice-Chair: Dr Raied Al-Wazzan (Individual member) Secretary: Kamini Rao (Strabane Ethnic Community Association) Treasurer: Shuyb Miah (Bangladeshi Welfare Association) Other members: Dr. Satyavir Singhal (Indian Community Centre) Nick Cassidy (Omagh Ethnic Community Support Group) Patrick Yu (Individual member) Ashok Sharma (Hindu Council of Ireland) **If you have any query on this report, please contact Kamini Rao, Secretary, at** kaminiseca@gmail.com or 07845 367820 The Northern Ireland Council for Racial Equality Registered office: 7 Rugby Road, Belfast BT7 1PS ## **The Northern Ireland Council for Racial Equality Constitution** Adopted on the 27[th] February 2017 ## **PART 1** ## **1. Adoption of the constitution** The association and its property will be administered and managed in accordance with the provisions in this constitution. ## 2. **Name** The association’s name is The Northern Ireland Council for Racial Equality (and in this document, it is called the Charity). ## **3. Purposes** The Charity’s purposes (‘the purposes’) are to promote good race relations and to endeavour the elimination of racial discrimination and the promotion of human rights and racial equality. For the avoidance of doubt, the system of law governing the constitution of the Charity is the law of Northern Ireland. ## **4. Application of income and property** - (1) The income and property of the Charity must be applied solely towards the promotion of the purposes. - (a) A charity trustee is entitled to be reimbursed from the property of the Charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Charity. - (b) A charity trustee may benefit from trustee indemnity insurance cover purchased at the Charity’s expense in accordance with, and subject to the conditions in, section 93 of the Charities Act (Northern Ireland) 2008. - (2) 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 member who is not also a trustee from receiving: - (a) a benefit from the Charity in the capacity of a beneficiary of the Charity; - (b) reasonable and proper remuneration for any goods or services supplied to the Charity. ## **5. Benefits and payments to charity trustees and connected persons** ## (1) **General provisions** No charity trustee or connected person may: - (a) buy or receive any goods or services from the charity on terms preferential to those applicable to members of the public; (b) sell goods, services or any interest in land to the C harity; - (c) be employed by, or receive any remuneration from, the charity; - (d) receive any other financial benefit from the charity; unless the payment is permitted by sub-clause (2) of this clause, or authorised by the court or the Commission. In this clause, a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a monetary value. ## (2) **Circumstances in which trustees or connected persons may benefit** - (a) A Charity trustee or connected person may receive a benefit from the charity in the capacity of a beneficiary of the charity provided that only a minority of the trustees benefit in this way. - (b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the charity where that is permitted in accordance with, and subject to the conditions in, section 88, 89 and 90 of the Charities Act (Northern Ireland) 2008. - (c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the charity with goods that are not supplied in connection with services provided to the charity by the Charity trustee or connected person. - (d) A charity trustee or connected person may receive interest on money lent to the charity at a reasonable and proper rate, which must be not more than the Bank of England bank rate (also known as the base rate). - (e) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the charity. The amount of the rent and the other terms of the lease must be reasonable and proper. The Charity trustee concerned must withdraw from any meeting at which such a proposal, or the rent, or other terms of the lease are under discussion. - (f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the Charity on the same terms as members of the public. - (3) **Payment for the supply of goods only– conditions** - The Charity and its Charity trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied: - (a) The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the charity and the charity trustee or connected person supplying the goods (‘the supplier’) under which the supplier is to supply the goods in question to or on behalf of the Charity. - (b) The amount or maximum of the payment for the goods in question does not exceed what is reasonable in the circumstances for the supply of the goods in question. - (c) The other Charity trustees must be satisfied that it is in the best interests of the Charity to contract with the supplier rather than someone who is not a charity trustee or connected person. In reaching that decision, the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so. - (d) The supplier must be absent from the part of the meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the Charity. - (e) The supplier must not vote on any such matter and must not be counted when calculating whether a quorum of trustees is present at the meeting. - (f) The Charity trustees must have had regard to any guidance given by the Commission concerning the making of such agreements before entering into an agreement with the supplier. - (g) The reason for their decision must be recorded by the Charity trustees in the minute book. - (h) The number of Charity trustees in receipt of remuneration or payments authorised by clause 5 or connected to a supplier must form a minority of those then in office. - (i) The duty of care in section 1(1) of the Trustee Act (Northern Ireland) 2001 is applied to each charity trustee when making such a decision as mentioned in Clause 5(3)(c). - (4) In sub-clauses (2) and (3) of this clause: - (a) ‘the Charity’ includes any company in which the Charity: - (i) holds more than 50% of the shares; or - (ii) controls more than 50% of the voting rights attached to the shares; or - (iii) has the right to appoint one or more trustees to the board of the company. - (b) ‘connected person’ includes any person within the definition set out in clause 36(Interpretation). ## **6. Dissolution** - (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. - (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. - (3) The trustees must apply any remaining property or money: - (a) directly for the purposes; - (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 Northern Ireland (‘the Commission’) may approve in writing in advance. - (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. - (5) In no circumstances must 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) 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. Amendment of constitution** - (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 purposes if the change would undermine or work against the previous purposes of the Charity; - (c) no amendment may be made to clauses 4 or 5 (or clause 7) without the prior written consent of the Commission; - (d) any resolution to amend a provision of this constitution is passed by not less than two thirds of the members present and voting at a general meeting. - (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. - (3) A copy of any resolution amending this constitution must be sent to the Commission within twenty-one days of it being passed. - (4) No alteration of this constitution or any special resolution has retrospective effect to invalidate any prior act of the trustees. **PART 2** ## **8. Powers of trustees** - (1) The trustees must manage the business of the Charity and have the following powers in order to further the purposes (but not for any other purpose): - (i) To act as a voluntary sector umbrella membership organisation representative of ethnic minority groups and other supportive organisations; - (ii) To identify and respond to the common needs of ethnic minority communities; - (iii) To provide training for potential leaders from within the communities themselves; - (iv) To raise awareness and understanding of individual and institutional discrimination on the grounds of ethnic origin; - (v) To promote democratic and participative models of organisation; - (vi) To provide or secure advocacy and legal representation in the promotion of the interests of ethnic minorities; - (vii) To undertake research activities and disseminate the result of such research activities; - (viii) To cause to be written and printed, or otherwise reproduced and circulated gratuitously or otherwise reports and other documents in order to promote the interests of ethnic minorities; - (ix) To monitor and document discrimination on the grounds of ethnic origin; - (x) To engage and encourage and ongoing programme of training and education of the general public in anti-racist and anti-discriminatory practice; - (xi) To participate and co-operate with those organisation and groups with which defend and articulate the views of ethnic minority communities; - (xii) To enable ethnic minorities to contribute to the welfare for the whole community at large in Northern Ireland as part of the community; - (xiii) To maintain an active link of communication between Central and Local Government and the Public and Charitable Bodies; - (xiv) To hold exhibitions and other promotional events either alone or with others; - (xv) To co-operate and enter into arrangement with any authorities (national, local or otherwise) and to obtain from any such authorities any rights privileges and concessions; - (xvi) To accept subscriptions, donations, devises and bequests of and to purchase, take on lease or in exchange, hire or otherwise acquire and hold any real or personal estate (whether or not subject to any Trust) and to construct, maintain and alter any of the same as are any necessary or expedient for any of the purposes of the Charity (subject to such consent as may be by law required) to sell, lease or otherwise dispose of, or mortgage any such real personal estate; - (xvii) To issue Appeals, hold public meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Charity in the shape of donations, subscriptions or otherwise; - (xviii) To raise funds. In doing so, the trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations; - (xix) 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 any provisions of the Charities Act for the time being in force; - (xx) 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. In exercising this power, the trustees must comply as appropriate with any provisions of the Charities Act for the time being in force, if it wishes to mortgage land; - (xxi) To deposit or invest funds in any manner (but to invest only after obtaining such advice from a financial expert as the Trustees consider necessary and having regard to the suitability of investments and the need for diversification); - (xxii) To co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them; - (xxiii) To establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes to promote human rights and racial equality; - (xxiv) To acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the purposes; - (xxv) To set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves; - (xxvi) To obtain and pay for such goods and services as are necessary for carrying out the work of the charity; - (xxvii) 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 (Northern Ireland) 1958 and Trustee Act (Northern Ireland) 2001; - (xxviii) o do all such other lawful things as are necessary for the achievement of the purposes; - (xxix) To pursue the principle purpose of the association in any part of the world and to procure the association to be registered as a recognised charity in any country or place in any part of the world whether in the United Kingdom, Republic of Ireland, the European Union or elsewhere; - (2) 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. ## **9. Duty of care and extent of liability** - (1) When exercising any power (whether given to them by this constitution, or by statute, or by any rule of law) in administering or managing the charity, each of the trustees must use the level of care and skill that is reasonable in the circumstances, taking into account any special knowledge or experience that he or she has or claims to have (‘the duty of care’). - (2) No trustee, and no one exercising powers or responsibilities that have been delegated by the trustees, are liable for any act or failure to act unless, in acting or in failing to act, he or she has failed to discharge the duty of care. ## **10. Membership** - (1) Ordinary members being such organisation of groups which fulfil one of the following criteria: - (a) The representative groups of local or national based minority ethnic communities; - (b) The representative groups of local or national minority ethnic religious communities; - (c) Trade unions or civil society organisations which support human rights and racial equality; - (2) Associate members being such organisation and groups and such individuals not fulfilling the criteria above but whose application for membership is approved by the trustees. Such members shall have the right to appoint a representative to attend the General Meeting of the Charity but shall have no right to vote. - (3) (a) The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Charity to refuse the application. - (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 and is final. - (4) Membership is not transferable to anyone else. - (5) The trustees must keep a register of names and addresses of the members which must be made available to any member upon request. ## **11. Termination of membership** Membership is terminated if: - (1) the member dies or, if it is an organisation, ceases to exist; - (2) the member resigns by written notice to the Charity unless, after the resignation, there would be less than two members; - (3) any sum due from the member to the Charity is not paid in full within six months of it falling due; - (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. ## **12. General meetings** - (1) The Charity must hold a general meeting within twelve months of the date of the adoption of this constitution. - (2) An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings. - (3) All general meetings other than annual general meetings must be called special general meetings. - (4) The trustees may call a special general meeting at any time. - (5) The trustees must call a special general meeting if requested to do so in writing by at least 5 ordinary members or one tenth of the ordinary membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the trustees fail to hold the meeting within twenty-eight 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. ## **13. Notice** - (1) The minimum period of notice required to hold any general meeting of the Charity is fourteen clear days from the date on which the notice is deemed to have been given. - (2) A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote. - (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. - (4) The notice must be given to all the members and to the trustees. ## **14. Quorum** - (1) No business shall be transacted at any general meeting unless a quorum is present. ## (2) A quorum is: - (a) **5** members entitled to vote upon the business to be conducted at the meeting; or - (b) **one tenth** of the total membership of member organisations at the time, whichever is the greater. ## (4) If: - (a) a quorum is not present within half an hour from the time appointed for the meeting; or - (b) during a meeting a quorum ceases to be present, the meeting must be adjourned to such time and place as the trustees determine. - (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. - (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. ## **15. Chairperson** - (1) General meetings must be chaired by the person who has been elected as Chair. - (2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting the Vice Chairperson whom is present at the meeting must chair the meeting. - (3) If there is no Chairperson or Vice Chairperson present within fifteen minutes of the time appointed for the meeting a trustee nominated by the trustees must chair the meeting. - (4) If there is only one trustee present and willing to act, he or she must chair the meeting. - (5) 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 members to chair the meeting. ## **16. Adjournments** - (1) The members present at a general meeting may resolve that the meeting must be adjourned. - (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. - (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. - (4) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice must be given of the re-convened meeting stating the date time and place of the meeting. ## **17. Votes at General meetings** - (1) Each ordinary member has one vote but if there is an equality of votes the person who is chairing the meeting has a casting vote in addition to any other vote he or she may have. - (2) A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting is effective. It may comprise several copies each signed by or on behalf of one or more members. ## **18. Representatives of other bodies** - (1) Any organisation that is a member of the Charity may nominate any person to act as its representative at any general meeting of the Charity. - (2) The organisation must give written notice to the Charity of the name of its representative. The nominee is not 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. - (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 is not required to consider whether the nominee has been properly appointed by the organisation ## **19. Officers and trustees** - (1) The Charity and its property must be managed and administered by the Executive Committee comprising the officers and other members elected in accordance with this constitution. The officers and other members of the committee are the trustees of the charity and in this constitution are together called ‘the trustees’. - (2) The charity must have the following officers: - A chairperson - A vice chairperson - A secretary A treasurer. - (3) The trustees shall hold office for two years following their election. A retired trustee shall be eligible for re-election. No trustees shall hold the office of the Chairperson and Vice Chairperson for more than two executive terms. - (4) A trustee must be a member of the Charity or the nominated representative of an organisation that is a member of the Charity. - (5) No one may be appointed a trustee if he or she would be disqualified from acting under the provisions of clause 21. - (6) The number of trustees is seven. The maximum number of the trustees is 9. - (7) In the spirit of an ethnic minority umbrella organisation the maximum number of trustees elected from trade unions or civil society organisations which support human rights and racial equality is 2. - (8) The first trustees (including officers) must be those persons elected as trustees and officers at the meeting at which this constitution is adopted. - (9) A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees. ## **20. Appointment of trustees** - (1) The charity in general meeting must elect the officers and the other trustees. - (2) The trustees may appoint not more than 2 persons 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 officers. - (3) No-one may be elected a trustee or an officer at any annual general meeting unless prior to the meeting the Charity is given a notice that: - (a) is signed by a member entitled to vote at the meeting; - (b) states the member’s intention to propose the appointment of a person as a trustee or as an officer; - (c) is signed by the person who is to be proposed to show his or her willingness to be appointed. - (4) 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 9 persons in accordance with this constitution as the maximum number of trustees. - (5) 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. ## **21. Disqualification and removal of trustees** A trustee must cease to hold office if he or she: - (1) is disqualified from acting as a trustee by virtue of section 86 of the Charities Act (Northern Ireland) 2008 (or any statutory re-enactment or modification of that provision); - (2) ceases to be a member of the charity; - (3) in the written opinion, given to the trustees, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a charity trustee and may remain so for more than three months; - (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 - (5) 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. ## **22. Proceedings of trustees** - (1) The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution. - (2) Any trustee may call a meeting of the trustees. - (3) The secretary must call a meeting of the trustees if requested to do so by a trustee. - (4) Questions arising at a meeting must be decided by a majority of votes. - (5) In the case of an equality of votes, the person who chairs the meeting has a second or casting vote. - (5) 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. - (7) The quorum must be 4 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. - (8) A trustee must not be counted in the quorum present when any decision is made about a matter upon which that trustee is not entitled to vote. - (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. - (10) The person elected as the Chair must chair meetings of the trustees. - (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 numbers to chair that meeting. - (12) The person appointed to chair meetings of the trustees must have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the trustees. ## **23. Written Resolutions** - (1) A resolution in writing signed by all the trustees on the matter will be as valid and effectual as if it had been passed at a meeting of the trustees duly convened and held and may consist of several documents in like form each signed by one or more trustees. The date of a written resolution will be the date on which the last trustee entitled to vote signs. - (2) A resolution which is approved by email in accordance with this clause will be as valid and effectual as if it had been passed at a trustee meeting duly convened and held, provided the following conditions are complied with: - (a) such a resolution must be approved by email by all the trustees entitled to vote on the matter; - (b) approval must be received by the person nominated in advance by the trustees for that purpose (the “Recipient”); and - (c) approval from a trustee must be sent from an email address previously notified in writing (not using electronic means) by that trustee to the charity as intended for use by that trustee for the purpose. - (3) Following receipt of all responses on any resolution, the Recipient shall circulate a further email to all of the trustees confirming whether the resolution has been formally approved by the trustees in accordance with this clause. - (4) The date of a resolution shall be the date of the email from the Recipient confirming formal approval. - (5) A meeting of the trustees may be held either in person or by suitable alternative means agreed between the trustees in which all participants may communicate simultaneously with all other participants. ## **24. Conflicts of interests and conflicts of loyalties** Trustees of the Charity must: (1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not been previously declared; and (2) absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the charity and any personal interest (including but not limited to any personal financial interest). Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter. ## **25. Saving provisions** - (1) Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of the charity trustees, are valid notwithstanding the participation in any vote of a charity trustee: (a) who is disqualified from holding office; - (b) who had previously retired or who had been obliged by this constitution to vacate office; - (c) who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise; if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting. - (2) Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub-clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 22 (Conflicts of interests and conflicts of loyalties). ## **26. Delegation** - (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. - (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. - (3) The trustees may revoke or alter a delegation. - (4) All acts and proceedings of any committees must be fully and promptly reported to the trustees. ## **27. Irregularities in proceedings** - (1) Subject to sub-clause (2) of this clause, all acts done by a meeting of trustees, or of a committee of trustees, are 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 interests 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. - (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. - (3) No resolution or act of - (a) the trustees - (b) any committee of the trustees - (c) the Charity in general meeting is 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. ## **28. Minutes** The trustees must keep minutes of all: - (1) appointments of officers and trustees made by the trustees; - (2) proceedings at meetings of the charity; - (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. ## **29. Accounts, Annual Report, Annual Return** - (1) The trustees must comply with their obligations under Northern Ireland charity legislation with regard to: - (a) the keeping of accounting records for the Charity; (b) the preparation of annual statements of account for the Charity; - (c) the auditing or independent examination of the statements of account of the Charity; (d) the transmission of the statements of account to the Commission; - (e) the preparation of an Annual Report and its transmission to the Commission; - (f) the preparation of an Annual Return and its transmission to the Commission. (2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Charities SORP issuing body, unless the trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body. ## **30. Registered particulars** The trustees must notify the Commission promptly of any changes to the Charity’s entry on the register of charities. ## **31. Property** - (1) The trustees must ensure the title to: - (a) all land held by or in trust for the Charity; 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 than three individuals appointed by them as nominees (‘holding trustees’) of the trustees. - (2) The terms of the appointment of any holding trustees must provide that they must 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. - (3) The trustees may remove the holding trustees at any time. - (4) Any trustee, being a corporation appointed to act as a custodian trustee, may act on its published terms and conditions in force from time to time, provided this must not authorise payment for any act done or services rendered by any director or other officer of such corporation in a personal capacity and provided further that such a corporation acting as a custodian trustee will not be permitted to charge in excess of the remuneration chargeable without the expressed written consent by not less than two thirds of the trustees present and voting at a trustee meeting. - (5) The trustees may appoint a nominee or custodian trustee under the provisions of section 16-23 of the Trustee Act (Northern Ireland) 2001. - (6) The trustees must act in accordance with the provisions of sections 16-23 of the Trustee Act (Northern Ireland) 2001 when appointing a nominee or custodian trustee. ## **32. Insurance and repairs** 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. ## **33. Notices** - (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. - (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. - (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 is not entitled to receive any notice from the charity. - (4) A member present in person at any meeting of the Charity is deemed to have received notice of the meeting and of the purposes for which it was called. ## (5) - (a) Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given. - (b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators is conclusive evidence that the notice was given. - (c) A notice is 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. ## **34. Rules** - (1) The trustees may from time to time make rules or bye-laws for the conduct of their business. - (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. - (3) The Charity in general meeting has the power to alter, add to or repeal the rules or bye-laws. - (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. (5) The rules or bye-laws must be binding on all members of the charity. No rule or bye-law must be inconsistent with, or affect or repeal anything contained in, this constitution. ## **35. Disputes** If a dispute arises between members of the charity about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation. ## **36. Interpretation** In this constitution ‘connected person’ means: - (1) a child, parent, grandchild, grandparent, brother or sister of the trustee; - (2) the spouse or civil partner of the trustee or of any person falling within sub-clause (1) above; - (3) a person carrying on business in partnership with the trustee or with any person falling within sub-clause (1) or (2) above; ## (4) an institution which is controlled – - (a) by the trustee or any connected person falling within sub-clause (1), (2), or (3) above; or - (b) by two or more persons falling within sub-clause (4)(a), when taken together - (5) a body corporate in which – - (a) the charity trustee or any connected person falling within sub-clauses (1) to (3) has a substantial interest; or - (b) two or more persons falling within sub-clause (5) (a) who, when taken together, have a substantial interest. - (6) Schedule 5 of the Charities Act (Northern Ireland) 2008 applies for the purposes of interpreting the terms used in this clause.