Governing Document

The Constitution of the Portmir Foundation

(Formally adopted on the 01/01/2011)

PART 1

Adoption of the Constitution

1.1       The Association and its property will be administered and managed in accordance with the provisions of this Constitution.

The Name

2.1       The name of the Association shall be “The Portmir Foundation” and herein after shall be called “The Foundation”.

The Objects 

3.1     The objects of The Foundation will be classified as ‘Primary Objects’ and ‘Secondary Objects’ to valorise the priorities of the Association in the deployment of its resources; this classification does not warrant anything to prejudice the allocation of resources for the facilitation of the Secondary Objects where sufficient revenue and capital reserves exist.

3.2     The Primary Objects of The Foundation will comprise of cultural heritage issues and will include the following;

3.3     To promote an awareness of the cultural realities that have shaped the lives of persons and communities of Pahari descent hereafter called the “Hilltonian peoples” or “Hilltonian communities” and that have evolved within the specific context of the United Kingdom from the time of their earliest settlement in Britain; to thereby consolidate these experiences from the chronicles of oral tradition and written sources into a shared narrative that can be documented and passed down to future generations of ‘Hilltonians’, born and raised in Britain as the basis of a shared ethnic ‘identity’;

3.4     To promote official recognition of the Hilltonian peoples as a distinct ethnic and linguistic group (whatever the 'label' chosen for official purposes) within the framework of the Race Relations Act 1976 and the Race Relations Amendment Act 2000 and to make formal representations on behalf of such people for the preservation of an ‘authentic’ ethnic identity that transcends official categorizations of the Hilltonian peoples as either Pakistanis or Kashmiris (on either side of the LOC) respectively without prejudice to individuals of Pahari descent who choose to espouse a Pakistani or Kashmiri identity on the basis of national labels;

3.6     The Secondary Objects of The Foundation will comprise of social agenda issues and will include the following;

3.7     In recognition of the existence of an ethnic identity specific to the Hilltonian peoples, the Portmir Foundation will create subsidiary organisations wherever deemed necessary and feasible to ameliorate the social conditions of the Hilltonian communities through strategic planning and partnership working in the public and private sector and in the core areas of education, health, employment and training, social housing, advocacy and citizenship;

3.8     To develop the capacities and skills of members of the Hilltonian communities to identify their needs within the context of their own cultural specificities to enable greater conscientious participation in the civic and social life of the United Kingdom as full and loyal citizens of the United Kingdom with special consideration being afforded to the values and principles of liberal democracy;

3.9     To promote social inclusion and prevent social exclusion; for the purposes of the clause ‘social exclusion’, exclusion denotes exclusion from society or parts of society as a result of disenfranchisement, civic non-engagement, community-insulation and a lack of opportunity for upward mobility with special regard to women marginalized in Hilltonian communities by members of the communities themselves and with regard to structural gender biases that exist within the wider mainstream community;

3.10   To promote social enterprise, philanthropy and volunteering on the part of persons and communities of Pahari descent but not exclusively and to the advantage of all persons and peoples residing in the United Kingdom irrespective of colour, creed or race;

3.11    To mobilise the free and egalitarian spirit of the Hilltonian communities of mostly Muslim origin against the perverse radicalisation of its people and in particular its younger generation to the cause of political Islam (or any extremist ideology of whatever religious or political persuasion) to thereby harness moderate interpretations of Islam that enrich the mosaic of religious and cultural tolerance that is the cornerstone of British democracy and the British way of life with special regard to tolerance of its members of different religious faiths or of no religious faith;

3.12      To undertake all of the aforesaid objectives strictly on social terms and not part of any political party or ideology. 

Non-Profit

4.1      The Foundation shall not trade for profit and nothing shall be transferred by way of profit to the trustees or members of The Foundation. 

Organisational Structure

5.1       The Foundation is a democratic Association based on the core values of inclusivity, accountability and transparency. To enable The Foundation to fulfil its objects in accordance with its stated values, the founding members of The Foundation herein after called the “Founding Committee” will set down the framework of the Association’s organisational structure in this constitution.

5.2       The Foundation will comprise of a ‘Membership’ (1), an ‘Officer for Membership Propriety and Organisational Accountability’ (2), herein after called the “OMPOA”, a ‘Board of Trustees’(3) and the ‘Office of Chief Executive’ (4). 

Membership (1)

6.1       Membership of The Foundation shall be open to individuals over the age of 16 or organisations (“Organisation Members”) interested in furthering the objects, values and activities of The Foundation and who are of Pahari descent by virtue of originating from the Pothohar Plateau (invested of all its historical territories; see appendix 1), the Hazara Hills (invested of all its historical territories; see appendix 1), and from individuals originating from the Hill Countries or Hill Principalities of the erstwhile ‘State of Jammu and Kashmir’ herein after called Kashmir (invested of all its historical territories, see appendix 2), or are married to persons of Pahari descent or are the descendants of persons of Pahari descent or those who originate from the undivided State of Jammu and Kashmir since its founding in 1846 (see appendix 3) or those who feel a bond of national fraternity to the Pahari peoples by virtue of a shared British identity. Descent from any of the aforesaid groups can accrue from a single ancestor on either paternal or maternal side, distant or otherwise;

6.2       One third of the entire Membership of the Association comprised of both Voting and Non-Voting Members must comprise of female Members or ‘Organisation Members’ that have been constituted to serve and/or promote women’s issues; for the purposes of this clause, Management Committees of ‘Organisation Members’ are not obliged to be comprised of female members only;

6.3       In determining qualifications to membership of any prospective member, the OMPOA must consider the inclusive nature of The Foundation and accept in good faith the eligibility to membership of any proposed Member; inclusivity here includes the personal beliefs and lifestyle choices of individuals that may differ from the collective beliefs and lifestyle choices of the Hilltonian peoples, the Membership of the Portmir Foundation and/or from its Board of Trustees;

6.4       The Membership of The Foundation will be demarcated into Voting and Non-Voting Members, a demarcation determined by the OMPOA for the purposes of maintaining an Active Membership Base involved in the administration of The Foundation;

6.5       Voting Members of The Foundation will comprise of Craftspeople, Tradesmen and Professionals of all sectors to form the ‘Crafts, Trades and Professions Wing’ whether as individual Members or Organisation Members; Voting Members will also comprise of free thinking intellectuals and specialists in various disciplines to form the ‘Knowledge Bank’ whether as individual Members or Organisation Members;

6.6       Non-Voting Members of The Foundation will comprise of individual Members who seek to support The Foundation through monetary contributions and/or moral support but who do not necessarily seek involvement in the administration of The Foundation. Non-Voting Members will be exempt from the eligibility criteria of Membership (that is strictly required of all Voting Members) but must have ties to the UK to evidence concern for her peoples;

6.7       The OMPOA will interpret the constitutional objects of The Foundation as evolving aims and objectives commensurate with the changing circumstances that confront the Hilltonian communities in the UK;

6.8       The OMPOA will have the power to make determinations on the proper exercise of power, where Members’ concerns and input are not being duly considered by the Board of Trustees;

6.9       The OMPOA will not have the power to overturn the decisions of the Board of Trustees but will have the power to issue a directive for the Membership to convene a Special Meeting to consider a ‘No Confidence Vote’ in the Board of Trustees where the Board of Trustees have refused to review their decisions or policies in light of representations made by the OMPOA on behalf of the Membership;

6.10     The Board of Trustees may at its discretion set an annual subscription fee or may set none.

6.11      Every Member shall have one vote at General Meetings.

6.12     Two thirds of the Membership, excluding Non-Voting Members, may issue a ‘Vote of No Confidence’ in the OMPOA at a meeting specially convened by the Board of Trustees at the instigation of the Membership;

6.13     Where the Membership decides to issue a ‘Vote of No Confidence’ in the OMPOA, a Notice of Intent must be first lodged by a Voting Member of the Foundation with the Board of Trustees outlining the reasons for the proposed ‘Vote of No Confidence’, which must fall within one of the following three areas, questions arising around the ‘Integrity’ of the OMPOA that would be harmful to the reputation of The Foundationquestions arising around the ‘Competence’ of the OMPOA to fulfil the terms of his or her post, and questions arising around ‘Substantive Breaches’ of the rules governing The Foundation particularly as it relates to the exercise of the OMPOA’s powers but not exclusively;

6.14     Where a Notice of Intent has been lodged with the Board of Trustees and deemed procedurally valid and substantive the OMPOA will be invited to lodge a written rejoinder within ten working days on receipt of the Board’s decision to entertain the Notice of Intent.

6.15     On receipt of the OMPOA’s written rejoinder, the Board of Trustees must determine within 10 working days to reject formally the Notice of Intent or proceed to the convening of a special meeting of the Membership to formally entertain a Vote of No Confidence in the OMPOA. The OMPOA must be present at this meeting and entitled to make oral representation to the Members present of his or position before the vote is formally taken.

6.16     The OMPOA shall have the power to refuse Membership to an applicant, where it is considered such Membership would be detrimental to the objects, values, activities or reputation of The Foundation provided that the decision in question is open for review and the applicant is afforded the right to an appeal;

6.17     Any Member of The Foundation may resign his/her Membership and any representative of an Organisation Member may withdraw his or her organisation from the Membership, by giving to the OMPOA written notice to that effect.

6.18     The Board of Trustees may by resolution passed at a meeting thereof, terminate or suspend the Membership of any Member, if in its opinion his/her conduct is prejudicial to the interests and objects of The Foundation, provided that the individual Member or representative of the Organisation Member (as the case may be) shall have the right to be heard by the “OMPOA” before the final decision is made. 

Officer for Membership Propriety (2)

7.1       The introduction of the post of OMPOA will be staggered commensurate with the expansion of the Membership, in the absence of which, the Founding Committee will assume the post’s functions;

7.2       The introduction of the post of the OMPOA will be no later than three years from the date of charitable registration as opposed to the first date of the founding of The Foundation;

7.3       The OMPOA will be directly elected from the Membership and will serve for a term of no more than three years;

7.4       To ensure fair gender representation, incoming and outgoing OMPOAs must alternate on the basis of gender, an outgoing male OMPOA must be proceeded by an incoming female OMPOA and vice versa;

7.5       An outgoing OMPOA cannot stand for re-election until he or she has been out of office for a full two terms;

7.6       The post of OMPOA will be salaried; rates of remuneration will be determined by the Board of Trustees comparable to the market rate of equivalent posts;

7.7       The OMPOA will be invested with the power to oversee the expansion of the Membership and on inception of the post will become the first point of contact (FPC) in the registration of new members, both individuals and organisation members;

7.8       The OMPOA will maintain and administer the register of Members and make determinations on the candidature of Members;

7.9       The OMPOA will actively seek Members and make determinations on the eligibility of Voting Members;

7.10     The OMPOA will interpret the constitutional objects of The Foundation as evolving aims and objectives commensurate with the changing circumstances that confront Hilltonian communities in the UK and to make determinations on the proper exercise of power, where Members’ concerns and input are not being duly considered by the Board of Trustees;

7.11      The OMPOA will convene and supervise the proceedings of all General and Special Meetings;

7.12      The OMPOA will convene and supervise the election of Trustees from the Membership according to strict democratic principles;

7.13      The OMPOA will have ultimate jurisdiction on the candidature and termination of Membership provided such decisions are open to review by the Board of Trustees;

Board of Trustees (3)

8.1       The Board of Trustees including the Founding Committee, and subsequent Trustee Boards respectively have the following powers;

8.2       Power to raise funds, to invite and receive contributions, provided that in raising funds the Committee complies with all relevant legal requirements;

8.3       Power to borrow money or to use part of the organisation’s property as a security for a loan or mortgage, subject to any legal requirements;

8.4       Power to open and operate a bank account;

8.5       Power to buy, take on, lease, or exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

8.6       Power to sell, lease or dispose of all or any part of the property of The Foundation as necessary for the pursuit of its objects, subject to any legal requirements;

8.7       Power to employ staff as necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions for the staff and their dependants;

8.8       Power to sell goods, services or any interest in land to the charity provided that the transaction(s) in question are approved by the Board of Trustees, are in the interest of The Foundation and that due process be followed in conferring that benefit to the proposed Trustee that will not involve any conflict of interest; these powers do not extend to being employed by the charity or remunerated for work carried out on behalf of the charity in the capacity of Trustee;

8.9       Power to co-operate with other voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charities purposes and to exchange information and advice with them;

8.10     Power to appoint and constitute any advisory committees, sub-committees or working groups, as the Founding Committee may think fit;

8.11      Power to contract the services of consultancy firms in the pursuit of the objects of The Foundation;

8.12     Power to do any other lawful things as are necessary for the achievement of the objects. 

Founding Committee

9.1       The following provisions are specific only to the Founding Committee during its first term of office;

9.2       The Founding Committee of The Foundation from its inception until the first General Meeting (three years from the date of the Association’s charitable registration with the Charity Commission) shall be made up of the persons signing this document inclusive of forthcoming Members and Organisation Members co-opted in an advisory and non-voting capacity (Co-opted Members). The Founding Committee shall comprise of not less than three individuals and not more than five individuals operating in the capacity of Trustee. There is no upper limit for Co-opted Members;

9.3       The Founding Committee during the tenure of its term will reserve the right to change the governing status of The Foundation where deemed necessary commensurate with the on-going viability of the Association in the undertaking of its objects strictly in the interest of The Foundation as a charitable organisation or an organisation with charitable objects;

9.4       The Founding Committee will reserve the right for individual Trustees to be employed by The Foundation or remunerated for work carried out on behalf of The Foundation only as an interim measure and strictly during the term of its tenure provided that a majority of Trustees are not employed by The Foundation and that where the Founding Committee exercises this power it is strictly to allow individual Trustees to devote themselves fully to the business of The Foundation to the advantage of the Association;

9.5       The Founding Committee on the expiry of its term of office, three years from the registration of the Association with the Charity Commission must resign their posts to stand for elections should they wish to serve office a second consecutive term;

9.6       To ensure on-going democratic representation no Member of the Founding Committee can serve as a Trustee for more than two terms.

Subsequent Trustee Boards

10.1     After the first General Meeting ‘The Foundation’ shall have a Board of Trustees of not less than five and not more than fifteen individuals; there is no upper limit for Co-opted Members.

10.2     To ensure fair gender representation one third of all subsequent Trustee Boards will be reserved for female members of the Association.

10.3     To ensure democratic representation, no member of the Board of Trustees may serve office for more than two terms and any outgoing Trustee cannot stand for election for consecutive terms as a Trustee.

10.4     Meetings of the Board of Trustees shall occur at least four times a year and shall be convened by the OMPOA giving Trustees at least two weeks’ notice unless it is deemed an emergency meeting.

10.5     The quorum for Trustee meetings is at least three Members of the Founding Committee and at least five Members for subsequent Trustee Boards.  No business of The Foundation can be conducted unless a quorum is present at the start of and throughout such a meeting;

10.6     Voting at Trustee meetings shall be by majority vote of all Trustees present and voting on the question.  If there is a tied vote the chairperson of the meeting shall have a second or casting vote.  The Committee can make and modify rules (regulations or standing orders) about matters relevant to The Foundation;

10.7     No rule may be made which is inconsistent with this Constitution particularly as it relates to the qualification of Membership or which seeks to abrogate the post of OMPOA or which seeks to abrogate any of the functions of the post of OMPOA which will result in the post of OMPOA having a diminished role as not intended by the Founding Committee; no rules may be made which seek to remove or undermine any provisions which seek to promote democratic principles and the representation of women in The Foundation;

10.8     The Board of Trustees may appoint one or more sub‑committees to perform any function or duty which in the opinion of the Board would be more conveniently undertaken or carried out by a sub‑committee;

10.9     Minutes must be kept of the proceedings at meetings of the Trustees and any sub‑committee and lodged with the OMPOA;

10.10    A Member of the Trustee Board must cease to hold office if he or she is disqualified from acting as a Member of the Committee according to Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision); or becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; or is absent without permission of the Committee from all their meetings held for a period of four meetings and the Committee resolves that his/her office should be vacated; or notifies to the Committee of his/her wish to resign (but only if at least [three] Members of the Committee will remain in office).

Office of Chief Executive, (Senior Leadership Team) (4)

11.1     The Office of Chief Executive otherwise known as the ‘Senior Leadership Team’ will comprise of a Chief Executive and an undesignated number of Directors, each salaried and responsible for the corporate management of the Foundation’s strategic aims and objectives; rates of remuneration for individual posts will be determined by the Board of Trustees comparable to the market rate of equivalent posts;

11.2     The Chief Executive will be appointed by the Board of Trustees and will be subject to equal opportunities legislation;

11.3     Directors will be interviewed jointly by the Chief Executive and designated Members of the Board of Trustees and successful candidates will be appointed by the Chief Executive; all such appointments must be approved by the Board of Trustees;

11.4     The Chief Executive will be directly accountable for the performance of the ‘Senior Leadership Team’ to the Board of Trustees;

11.5      Members of the Senior Leadership Team cannot be Members of the Foundation;

General Meetings

12.1     The OMPOA shall call a General Meeting at least once every year with the exception of the Founding Committee that shall call its General Meeting three years from the date of charitable registration with the Charity Commission;

12.2     Only Voting-Members of The Foundation can vote at a General Meeting. A quorum for transacting business is at least ten Members, or one tenth of the total Membership of The Foundation at the time, whichever is the greater, with special consideration afforded to the attendance of female Members to thereby ensure as fair a representation of the Membership as possible;

12.3     If a quorum is not present within an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to such time and place as the OMPOA shall determine;

12.4     The OMPOA must reconvene the meeting and must give at least seven clear days notice of the reconvened meeting stating the date, time and place of the meeting;

12.5     If no quorum is present at the reconvened meeting within forty five minutes of the time specified for the start of the meeting the Members present in person or by proxy at that time shall constitute the quorum for that meeting;

12.6     Non-Voting Members and Co-opted Members are entitled to attend General Meetings to observe the proceedings;

12.7     Before any other business is transacted at a General Meeting, the OMPOA shall be appointed the chairperson of the meeting and he or she must remind all Members present of the objects of the Association, its democratic nature and the need for utmost propriety in the discharge of the Foundation’s stated duties and internal protocols.

12.8     The OMPOA shall keep a full record of the business undertaken at a General Meeting;

12.9     At least one month’s notice shall be given of a General Meeting and it will be suitably advertised to Members in the first instance by electronic communication systems administered by the Foundation.

General Meetings

13.1     A General Meeting is a special form of Meeting to which the clauses herein under General Meetings apply;

13.2     The business of the General Meeting shall include receiving a report from the Board of Trustees in respect of activities throughout the preceding year(s); receiving a report and presentation of the previous financial year(s)’ accounts on the finances of The Foundation; conducting elections for vacant positions of Trustee posts according to requirements set out in this Constitution.

Assets and Accounts

14.1     The Association shall appoint and may terminate the appointment of not less than three people to act as Trustees for the purpose of holding any property belonging to the Association. The title to all or any such real and/or personal property which may be required by or for the purposes of The Foundation shall be vested in the Board of Trustees or a body nominated by the Board of Trustees who shall hold such property in trust for the Association on behalf of The Foundation;

14.2     The funds of the Association, including all donations, must be paid into bank accounts operated by the Board of Trustees in the name of The Foundation.  All cheques drawn on the accounts must be signed by at least two Members of the Board of Trustees;

14.3     The funds belonging to The Foundation shall be applied only in furtherance of the objects and in meeting the proper costs of administering The Foundation and of managing its assets;

14.4     Records shall be kept of all receipts and expenditures of The Foundation, compiled by the Board of Trustees into an annual statement of accounts and lodged with the OMPOA.

Amendment of the Constitution

15.1     This Constitution can be amended by a resolution passed by the Founding Committee during its tenure of office where it is deemed necessary commensurate with the on-going viability of the Association in the furtherance of the Objects of The Foundation as a charitable organisation or an organisation with charitable objects;

15.2     For subsequent Trustee Boards, the constitution (where in force) can only be amended by a resolution passed by not less than two-thirds of the entire Membership voting at a Special Constitutional Meeting either in person or by postal vote. The notice of this Meeting must include notice of the alterations proposed;

15.3     No amendment may be made which would have the effect of making The Foundation cease to be an Association according to the law or which would alter the objects beyond the reasonable contemplation of people making donations to The Foundation; special regard must be made to the original intentions of the Founding Committee in establishing The Foundation as a heritage-based organisation constituted on democratic principles to accommodate all members of the Hilltonian communities with special regard to disenfranchised sectors within those communities.

Dissolution

16.1     If the Board of Trustees decides that it is necessary or advisable to dissolve The Foundation it shall call a General Meeting of Members of The Foundation, stating the terms of the resolution to be proposed.  If the proposal is confirmed by an overwhelming majority of those voting of more than two-thirds of the Membership either in person or by postal vote, the Board shall have power to realise any assets held by or on behalf of the Foundation. 

16.2     Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Foundation as the Members of The Foundation may determine or failing that shall be applied for some other charitable purpose (as the Charity Commissioners for England and Wales may approve in advance in writing in the event that the Foundation is a registered Charity).

Indemnity

16.3     The Foundation shall indemnify and keep indemnified every officer, member, volunteer and employee of the Association (where funds permit) from and against all claims, demands, actions and proceedings (and all costs and expenses in connection therewith or arising there from) made or brought against The Foundation in connection with its activities, the actions of its officers, members, volunteers or employees, or in connection with its property and equipment but this indemnity shall not extend to liabilities arising from wilful and individual fraud, wrongdoing or wrongful omission on the part of the officer, member, volunteer or employee sought to be made liable. The Foundation shall effect a policy of insurance in respect of this indemnity.

Adoption of the Constitution

17.1      Until the first General Meeting takes place, this constitution shall take effect, with the persons whose signature appears at the bottom of this document being Members of the Founding Committee.

17.2      This constitution was adopted on the date mentioned above by the persons whose signatures appear below.

 

(1) Signature                    (2) Signature                          (3) Signature

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