Constitution

 

1.  NAME

The name of the Society shall be the Much Dewchurch Society

2.  OBJECTS

The Society is established for the public benefit for the following purposes in the area comprising, the civil parish of Much Dewchurch, Herefordshire which area shall hereinafter be referred to as “the area of benefit”

(i)  To promote high standards of planning and architecture in or affecting the area of benefit.

(ii)  To educate the public in the geography, history, natural history and architecture of the area of benefit.

(iii)  To secure the preservation, protection, development and improvement of features of historic or public interest in the area of benefit.

In furtherance of the said purposes but not otherwise the Society through its Executive Committee shall have the following powers:-

(1)  To promote civic pride in the area of benefit.

(2)  To promote research into subjects directly connected with the objects of the Society and to publish the results of any such research.

(3)  To act as a co-ordinating body and to co-operate with the local authorities, planning committees, and all other statutory authorities, voluntary organisations, charities and persons having aims similar to those of the Society.

(4)  To promote or assist in promoting activities of a charitable nature throughout the area of benefit.

(5)  To publish papers, reports and other literature.

(6)  To make surveys and prepare maps and plans and collect information in relation to any place, erection or building of beauty or historic interest within the area of benefit.

(7)  To hold meetings, lectures and exhibitions.

(8)  To educate public opinion and to give advice and information.

(9)  To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise; provided that the Society shall not undertake any permanent trading activities in raising funds for its primary purpose.

(10) To acquire, by purchase, gift or otherwise, property whether subject to any special trust or not.

(11) Subject to such consents as may be required by law, to sell, let, mortgage, dispose of, or turn to account, all or any of the property or funds of the Society as shall be necessary.

(12) Subject to such consents as may be required by law, to borrow or raise money for the purposes of the Society on such terms and on such security as the Executive Committee shall think fit, but so that the liability of individual members of the Society shall in no case extend beyond the amount of their respective annual subscriptions.

(13) To do all such other lawful things as are necessary for the attainment of the said purposes.

3  MEMBERSHIP

Membership shall be open to all residents in the said civil parish of Much Dewchurch who are interested in actively furthering the purposes of the Society.  No member shall have power to vote at any meeting of the Society if his or her subscription is in arrears at the time.  Junior members shall be those aged less than 18 years at the time their subscription is due; and they shall not be entitled to vote at any meeting of the Society.  Corporate members shall be such societies, associations, educational institutions or businesses as are interested in actively furthering the purposes of the Society.  A corporate member shall appoint a representative to vote on its behalf at all meetings but before such representative exercises his or her right to vote the corporate member shall give particulars in writing to the Honorary Secretary of such representative.  The subscription of a member joining the Society in the three months preceding 1st July in any year shall be regarded as covering membership for the Society’s year commencing on 1st July following the date of joining the Society.

4  SUBSCRIPTIONS 

The subscription shall be:-

Life Members £150.00
Two or more life members in the same household, each £100.00
Full members per annum  £    5.00
Two or more full members in the same household, each per annum  £    5.00
Junior members per annum  £    2.50
Senior citizens, unwaged per annum   £    2.50

or such other reasonable sum as the Executive Committee shall determine from time to time, and it shall be payable on or before 1st October each year.  Membership shall lapse if the subscription is unpaid three months after it is due.

5  MEETINGS 

An Annual General Meeting shall be held in or about 15th November of each year to receive the Executive Committee’s report and audited accounts and to elect Officers and Members of the Committee.  The Committee shall decide when ordinary meetings of the Society shall be held.

Special General Meetings of the Society shall be held at the written request of ten or more members whose subscriptions are fully paid-up.

Ten members personally present shall constitute a quorum for a Meeting of the Society.

The Committee shall give at least 7 days’ notice to members of all Meetings of the Society.

6  OFFICERS

Nominations for the election of Officers shall be made in writing to the Honorary Secretary at least 3 days before the Annual General Meeting.  Such nominations shall be supported by a seconder and the consent of the proposed nominee must first have been obtained.  The elections of  Officers shall be completed prior to the election of further Committee members.  Nominees for election as Officers or Committee members shall declare at the Annual General Meeting at which their election is to be considered any financial or professional interest known or likely to be of concern to the Society.

The Officers of the Society shall consist of :-

Caroline Brown              - Chairman

Ann Dale                         - Vice Chairman

Christopher Powell        - Honorary Secretary

Neal Bright                     - Honorary Treasurer

all of whom shall relinquish their office every year and shall be eligible for re-election at the Annual General Meeting.  A President and Vice-Presidents may also be elected at a General Meeting of the Society, for periods to be decided at such a meeting.  The Executive Committee shall have the power to fill casual vacancies occurring among the Officers of the Society.

7  THE EXECUTIVE COMMITTEE

The Executive Committee shall be responsible for the management and administration of the Society.  The Executive Committee shall consist of the Officers and not less than 3 and not more than 5 other members. The Committee shall have power to co-opt further members (who shall attend in an advisory and non-voting capacity).  The President and Vice-Presidents may attend any meeting of the Executive Committee but shall not vote at any such meeting.  In the event of an equality in the votes cast, the Chairman shall have a second or casting vote.  Nominations for election to the Executive Committee shall be made in writing to the Honorary Secretary at least 3 days before the Annual General Meeting.  They must be supported by a seconder and the consent of the proposed nominee must first have been obtained.  If the nominations exceed the number of vacancies, a ballot shall take place in such manner as shall be determined.  Members of the Executive Committee shall be elected annually at the Annual General Meeting of the Society, and outgoing members may be re-elected.  The Executive Committee shall meet not less than six times a year at intervals of not more than two months and the Honorary Secretary shall give all members not less than seven days’ notice of each meeting.  The quorum shall, as near as may be, comprise one third of the members of the Executive Committee.  The Executive Committee shall have the power to fill up to three casual vacancies occurring among the members of the Executive Committee between General Meetings.

8  SUB-COMMITTEES

The Executive Committee may constitute such sub-committees from time to time as shall be considered necessary for such purposes as shall be thought fit.  The Chairman and Secretary of each sub-committee shall be appointed by the Executive Committee and all actions and proceedings of each sub-committee shall be reported to and be confirmed by the Executive Committee as soon as possible.  Members of the Executive Committee may be members of any sub-committee.  Sub-Committees shall be subordinate to and may be regulated or dissolved by the Executive Committee.

9  DECLARATION OF INTEREST

It shall be the duty of every member who is in any way directly or indirectly interested financially or professionally in any item discussed at any meeting of the Society ( including any meeting of any Committee or Sub-Committee ) at which he or she may be present to declare such interest and he or she shall not discuss such item ( except by invitation of the Chairman ) or vote thereon.

10  EXPENSES OF ADMINISTRATION AND APPLICATIONS OF FUNDS

The Executive Committee shall, out of the funds of the Society, pay all proper expenses of administration and management of the Society. After the payment of the administration and management expenses and the setting aside to reserve of such sums as may be deemed expedient, the remaining funds of the Society shall be applied by the Executive Committee in furtherance of the purposes of the Society.

11  INVESTMENT

All moneys at any time belonging to the Society and not required for immediate application for its purposes shall be invested by the Executive Committee in or upon such investment, securities or property as it may think fit, subject nevertheless, where appropriate, to such authority, approval or consent by the Charity Commissioners as may for the time being be required by law or by the special trusts affecting any property in the hands of the Executive Committee.

12  TRUSTEES

Any freehold and leasehold property acquired by the Society shall, and if the Executive Committee so directs any other property belonging to the Society may, be vested in trustees who shall deal with such property as the Executive Committee may from time to time direct.  Any trustees shall be at least three in number or a trust corporation.  The power of appointment of new trustees shall be vested in the Executive Committee.  A trustee need not be a member of the Society but no person whose membership lapses by virtue of clause 4 hereof shall thereafter be qualified to act as a trustee unless and until re-appointed as such by the Executive Committee.  The Honorary Secretary shall from time to time notify the trustees in writing of any amendment hereto and the trustees shall not be bound by any such amendments in their duties as trustees unless such notice has been given.  The Society shall be bound to indemnify the trustees in their duties ( including the proper charge of a trustee being a trust corporation) and liability under such indemnity shall be a proper administrative expense.

13 ACCOUNTS

The Executive Committee shall comply, where appropriate, with their legal obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

(1) the keeping of accounting records for the Society

(2) the preparation of the annual statements for the Society

(3) the auditing and independent examination of the statements of account of the Society; and

(4) the transmission of the statements of account of the Society to the Charity Commission.

14 ANNUAL REPORT

The Executive Committee shall comply, where appropriate, with their legal obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Charity Commission.

15 ANNUAL RETURN

The Executive Committee shall comply, where appropriate, with their legal obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Charity Commission.

16 AMENDMENTS

This Constitution may be amended by a two-thirds majority of members present at an Annual General Meeting or Special General Meeting of the Society, provided that 28 days’ notice of the proposed amendment has been given to all members, and provided that nothing herein contained shall authorise any amendment the effect of which would be to cause the Society at any time to cease to be a charity in law, and provided further that no amendment shall be made to Clause 2, Clause 18 or this Clause until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained.

17  NOTICES

Any notice required to be given by this Constitution shall be deemed to be duly given if left at or sent by prepaid post addressed to the address of that member last notified to the Secretary or by email to the email address of that member last notified to the Secretary.

18  WINDING UP

The Society may be dissolved by a two-thirds majority of members voting at an Annual General Meeting or Special General Meeting of the Society confirmed by a simple majority of members voting at a further Special General Meeting held not less than 14 days after the previous Meeting.  If a motion for the dissolution of the Society is to be proposed at an Annual General Meeting or a Special Meeting this motion shall be referred to specifically when notice of the Meeting is given.  In the event of the dissolution of the Society the available funds of the Society shall be transferred to such one or more charitable institutions having objects similar to those herein before declared as shall be chosen by the Executive Committee and approved by the Meeting of the Society at which the decision to dissolve the Society is confirmed.  On dissolution the minute books and other records of the Society shall be deposited with the Civic Trust.

 

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