Registered charity number 293384

1 NAME
1.1 The name of the association is The Association of Members of Independent
Monitoring Boards.

2 OBJECTS
2.1 The objects of the Association are to educate, inform, advise and support
members of Independent Monitoring Boards of penal institutions in England and
Wales in the law, the treatment of offenders and all other matters relating to their
role to enable them to perform their duties in the most competent and efficient
manner, and to that end (but not otherwise) to issue publications, arrange
training events, promote conferences and maintain an awareness of developments
in the law, the Prison Rules and associated subjects.
2.2 Also to educate and inform the public concerning the treatment of
offenders and the role played by members of Independent Monitoring Boards in
penal institutions in England and Wales.

3 MEMBERSHIP
3.1 Full Membership. All serving members of Independent Monitoring Boards
of penal institutions in England and Wales shall be eligible for full membership
and shall become members on payment of the annual subscription. Members
who cease to be members of an Independent Monitoring Board shall relinquish
their full membership of AMIMB forthwith but shall be entitled to transfer to
associate membership.
3.2 Associate Membership. Any individual with an interest in the objects of the
Association or who is involved with a penal institution shall be entitled to
become an Associate Member on payment of the standard annual subscription.
Associate Members shall:
a receive the AMIMB journal and such other communications as Full
Members receive
b be treated in all ways as Full Members, except that they shall not be
entitled to propose or second resolutions or to vote at General Meetings of
the Association or to request Extraordinary General Meetings
c be eligible to be co-opted to the Executive Committee of the Association,
but not to be an officer or an elected member thereof.
3.3 Affiliated Membership. Any body of persons with an interest in the penal
system in any part of the world may, with the approval of the Executive
Committee, become affiliated to the Association on payment of such fee as the
Executive Committee may decide. Any bodies so affiliated shall receive copies of
the publications of the Association.

4 ANNUAL GENERAL MEETING
4.1 The Annual General Meeting of the Association shall be held in October
each year or as soon as practicable thereafter. Every Full and Associate Member
shall receive not less than 21 days’ notice of such meeting.

5 EXTRAORDINARY GENERAL MEETINGS
5.1 Extraordinary General Meetings may be convened by the Secretary on
request of the Executive Committee or after receiving a request in writing signed
by twenty Full Members. Every member shall receive not less than 21 days’
notice of such meeting, specifying the reason(s) for its calling.

6 CONDUCT OF BUSINESS AT GENERAL MEETINGS
6.1 At a General Meeting the Chair or Deputy Chair shall preside or, in the
event of neither of them being able to do so, such person as the meeting shall
appoint.
6.2 No member shall have more than one vote except that in any case of
equality of votes on a division, the Chair shall have a second or casting vote.
6.3 Twenty Full Members shall form a quorum.
6.4 The proceedings at any General Meeting shall not be invalidated by reason
of any informality or irregularity in the convening thereof or otherwise.
6.5 The Chair may, with the consent of the Meeting, adjourn any General
Meeting from time to time and from place to place but no business shall be
transacted at an adjourned meeting other than business left unfinished at the
original meeting.

7 HONORARY OFFICERS
7.1 The honorary officers of the Association shall be:
Chair
Deputy Chair
Honorary Secretary
Honorary Treasurer

8 EXECUTIVE COMMITTEE
8.1 The elected members of the Executive Committee shall comprise:
The honorary officers specified in the preceding clause.
Eight Full Members of the Association elected at the Annual General
Meeting.
8.2 The Editor of the AMIMB journal shall be ex-officio a member of the
Executive Committee.
8.3 The Executive Committee shall have the power to co-opt up to three
persons as members of the Committee, with the right to vote. Additionally, the
Executive Committee may fill by co-option a vacancy which occurs in its
membership between AGMs.
8.4 At the Annual General Meeting in every year the officers and members of
the Executive Committee shall be elected and shall take office at the conclusion
of the meeting, serving thereafter until the next Annual General Meeting.
8.5 The election of officers and members of the Executive Committee may be
by ballot at the Annual General Meeting or by postal voting prior to the Annual
General Meeting (in which case votes shall be counted at the AGM) as decided
by the current Committee.
8.6 Nominations for officers and members of the Executive Committee must
have the prior consent of the candidate and be received by the Secretary at least
14 days before the Annual General Meeting or such earlier time as the current
Committee shall decide.
8.7 The Chair may not be elected to that office for more than three consecutive
terms.
8.8 The proceedings of the Executive Committee shall not be invalidated by
any vacancy among their number or by any failure to appoint or any defect in
the appointment or qualification of a member.
8.9 The Association and the property and affairs thereof shall be under the
control and management of the Executive Committee.
8.10 In addition to all powers hereby expressly conferred upon them, and
without detracting from the generality of their powers under the last preceding
or any other article, the Executive Committee shall have the following powers:
a to expend the funds of the Association in such a manner as they shall
consider most beneficial for the purposes of the Association, and to invest
in the name of the Association or the names of trustees such part thereof as
they may see fit, and to direct the sale or transposition of any such
investments, and to expend the proceeds of any such sale for the purposes
of the Association
b to acquire in the name of the Association or in the names of trustees,
build upon, pull down, rebuild, add to, alter, repair, improve, sell or dispose
of, or otherwise deal with any land, buildings or premises for the use of the
Association
c to enter into contracts on behalf of the Association, subject to such
consents as are required by law
d subject to such consents as are required by law, to borrow money upon
the security of any of the property of the Association, and to grant or direct
to be granted mortgages for securing the same
e to delegate all or any of their powers to any committee
f to employ such officers and servants as may be required for the purposes
of the Association
g generally to do all things necessary or expedient for the due conduct of
the affairs of the Association not herein otherwise provided for.
8.11 The Executive Committee may meet for the dispatch of business, adjourn
and otherwise regulate their meetings as they may think fit, and a majority of
members of the Committee shall be a quorum. Six members of the Committee
may at any time, and the Secretary shall, upon request in writing of six members
of the Committee, summon a meeting of the Committee. Notice of every
meeting of the Committee stating the general particulars of all business to
considered at such meeting, shall be given to each member of the Committee at
least seven days before such meeting, unless urgent circumstances require shorter
notice; but the proceedings of any meeting shall not be invalidated by any
irregularity in respect of such notice, or by reason of any business being
considered which is not comprised in the general particulars.
8.12 All questions shall be decided by the votes of the majority of members of
the Executive Committee present and voting thereon at a meeting of the
Committee. In the case of equality of votes the Chair shall have a second or
casting vote.
8.13 The Executive Committee shall cause minute books to be kept of the
proceedings at General Meetings of the Association and at meetings of the
Executive Committee and shall cause entries to be made therein of all resolutions
put to the vote and of the result of the voting and any such minutes signed by the
Chair or by a member of the Executive Committee present at the meeting shall
be sufficient evidence of the due passing of any resolution and of the voting in
favour thereof.

9 FINANCIAL MATTERS
9.1 The Executive Committee shall comply with its obligations under the
Charities Act 1993 (or any statutory re-enactment or modification of the Act).
9.2 The Executive Committee shall cause true and full accounts to be kept of
the assets and liabilities, receipts and expenditure of the Association and shall
cause an annual statement of the accounts to be prepared, this to be audited or
independently examined under arrangements it has approved.
9.3 The Honorary Treasurer shall receive all donations, legacies, subscriptions
and other income to the funds of the Association and shall report the same from
time to time, as soon as may be after receipt thereof, to the Executive
Committee. The receipt of the Honorary Treasurer shall be valid discharge for
any donation, legacy or any other monies paid, given or bequested to the
Association.
9.4 One or more accounts shall be kept in the name of the Association at a
Bank or Building Society to be approved by the Executive Committee. All
cheques and drafts on the Association’s bankers shall be signed by not fewer than
two members of the Executive Committee authorised by the Committee in that
behalf.
9.5 The Executive Committee shall report to the membership as to the
correctness of the balance sheet and the income and expenditure account (as
determined by the audit or independent examination) and of the list of securities,
and shall every year make such report thereon as they think proper.
9.6 The annual subscription shall be such amount as the Executive Committee
shall decide from time to time.

10 AMENDMENTS TO THE CONSTITUTION
10.1 Notice of resolutions to amend the Constitution must be submitted in
writing to the Executive Committee at least 21 days before a General Meeting.
10.2 No change to the Constitution shall be permitted without a majority in
favour thereof of two-thirds of those present and voting at a General Meeting;
provided that no amendment of this Clause shall be made without the approval
of the Charity Commissioners or other authority having jurisdiction under the
Charities Act 1993.

11 NOTICES
11.1 All notices required to be served under this Constitution must be in writing
and may be served upon recipients personally or by email or by post in a prepaid
envelope (and may be enclosed as a separate document with any publication
issued by the Association to its members) addressed to recipients at their
registered addresses.

12 DISSOLUTION
12.1 If the Executive Committee decides that it is desirable that the Association
shall be dissolved it shall call a special General Meeting of the Association by
giving not less than 21 days’ notice in writing to each Member stating the terms
of any resolution to be proposed thereat. If it is decided at the special General
Meeting by a simple majority of those present and voting that the Association
shall be dissolved, the Committee shall wind up the Association’s affairs. Any
assets remaining after satisfaction of any liabilities properly paid out shall not be
distributed amongst the members but shall be given to such other appropriate
charitable organisations as the Executive Committee shall, with the approval of
the Charity Commissioners, decide.

This amended Constitution was presented at the Annual General Meeting of the
Association of Members of Independent Monitoring Boards (legally known as the
Association of Members of Boards of Visitors) on 15 November 2003.