1 Title The name of the Association shall be “The Dnipro Appeal”.

2 Objects The objects of the Association shall be to relieve the poverty, advance the education and promote the welfare of the children in need in Dnipropetrovsk, Ukraine, in such ways as are charitable in law.

3 Powers In pursuance of the objectives set out in Clause 2 the association shall have the following powers: a) to distribute and monitor the funds of the Association in order to meet the objectives specified in Clause 2; b) to engage such consultants and advisers as are considered appropriate for the proper conduct of the Association’s activities; c) to invest any of the Association’s funds which are not immediately required for the Association’s activities as may be considered appropriate (and to dispose of and vary such investments); d) to establish and/or support any other charitable body, by way of assistance and donations, that fall within the Association’s objectives; e) to take such steps as may be deemed appropriate for the purpose of raising funds for the Associations activities; f) to accept grants, donations and legacies of all kinds (and any reasonable conditions attached to them); and g) to do anything which may be incidental or conducive to any of the Association’s objectives.

4 General Structure The structure of the Association shall consist of: a) The Management Committee – who shall generally control and supervise the activities of the Association and monitor the financial position of the Association. b) The Members – who will have powers under the constitution to elect people to serve on the Management Committee and make decisions relating to the constitution and the activities of the Association.

5 Qualification for Membership Membership shall be open to anyone making a financial donation to the appeal for the children of Dnepropetrovsk of £10 or more. Membership shall last for a minimum of 2 years from the date of any donation and shall expire at the conclusion of the first annual general meeting to take place after the 2 year period. Membership may be continued by means of a further donation of £10 or more to the Association before the end of that 2-year period.

6 Application for Membership Any person wishing to become a member must firstly meet the criteria stipulated in Clause 5 and secondly complete in full the Association’s application for membership. (The Management Committee may, at its discretion, decline an application for membership.) No membership subscription, other than the criteria laid down in Clause 5, shall be payable.

7 Register of Members The Management Committee shall maintain a register of members, setting out the full name and address of each member, the date of registration and the date, if applicable, at which they ceased to be a member.

8 General Meetings The time and place of (1) the Annual General Meeting and (2) the Management Meetings of the Association shall be determined by the Management Committee. All other meetings shall be Special General Meetings and the Management Committee may convene these at any time.

The business of the Annual General Meeting shall be (1) a report by the chair on the activities of the association, (2) noting of the annual financial statement and the Auditor’s report thereon, (3) the election/re-election of the members of the Management Committee, and (4) such other relevant business as the Management Committee may determine. Not more than 15 months shall elapse between one Annual General Meeting and the next.

9 Notice of General Meetings At least 14 clear days notice shall be given for any Annual General Meeting, Special General Meeting or Ordinary Meeting and the notice will indicate the general nature of any business that will be dealt with at the meeting.

10 Procedure at Meetings No business shall be dealt with at any meeting unless a quorum of at least 50% of the membership of the Management Committee is present. The chair of the Association shall preside as chairperson for each meeting. If the chair is not present within 15 minutes of the time at which the meeting was due to commence, then members of the Management Committee present shall elect from among themselves the person who will act as chairperson for the meeting. Every member present shall have one vote which shall be given personally by way of a show of the hand. Should there be an equal number of votes, then the chairperson may, if he wishes, may have a casting vote in order to preserve the status quo, irrespective of the chairperson’s personal view.

11 Election of Management Committee At each Annual General Meeting, the members of the Management Committee shall retire from office but shall be eligible for re-election by the members of the Association. Outwith the Annual General Meeting, the Management Committee may co-opt individuals, on a temporary basis if required, to become a member of the Management Committee to assist in meeting the objectives of the Association.

12 Office Bearers The Association members shall elect a Chairman, Vice Chairman, Secretary, Treasurer and any such other office bearers as they consider appropriate. Subject to the provisions of the Constitution and any directions given by the Association at a meeting, the Association shall be managed by Management Committee who may exercise all the powers of the Association, including, without prejudice to the foregoing generality, the power to effect insurance for the Association including office bearers’ liability insurance. The Management Committee may delegate any of the powers to one of their number and, to the extent that they do not do so, the powers shall be exercisable by a majority of them.

13 Accounts The Association’s funds shall be held in a bank account with two Office Bearers’ signatures required for any withdrawal. The Association’s accounts shall be maintained by the Treasurer and shall be reported on by a qualified person or persons, not being a member or members of the Association, who shall be appointed by the Association at the Annual General Meeting. A financial statement shall be prepared annually for the financial year 1st April to 31st March and this statement shall be submitted to the Secretary at least four weeks prior to the Annual General Meeting. The Annual General Meeting shall be held within three months of the end of the financial year. The Management Committee shall ensure that proper accounting records are maintained and shall prepare annual accounts in accordance with all the applicable statutory requirements.

14 Minutes The Management Committee shall ensure that minutes are made at all meetings detailing the names of all those present and the proceedings of the meeting. The minutes (wherever possible) shall be signed by the chairperson of the meeting.

15 Alteration of Constitution A resolution to alter this Constitution shall not be valid unless two thirds of the votes cast by members in relation to the resolution at a General Meeting of the Association, whether annual or special, are in favour and that notice, setting out the terms of the proposed alteration, shall have been given to the members not less than 21 clear days prior to the meeting at which the alteration is to be proposed. No alteration shall be made which would have the effect of causing the Association to cease to be recognised by the Inland Revenue, OSCR or any subsequent regulatory body, as a charity.

16 Dissolution Dissolution of the Association shall become effective only on the vote of two thirds of the total members of the Association at an Annual General Meeting or Special General Meeting, provided at least three weeks notice of the intention to propose the dissolution has been given to the members of the Association. If, on the winding up or dissolution of the Association, there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be given or transferred to some other charitable organisation or organisations, with objects similar to that of the Association, to be determined by the Association by resolution passed at the same meeting at which it was agreed to dissolve.

This Constitution is Certified as a True Copy.

Note: The amendments made to section 2 (Objects) and the acceptance of this revised constitution were made at the Committee Meeting held at Easter Road Stadium on the 17th of December 2005