( As approved at the Society's AGM on 24 February 2016. )
The name of the Society shall be the ROMSEY AND DISTRICT SOCIETY.
The Society is established for the public benefit for the following purposes in the area comprising the southern part of Test Valley Borough Council area and adjacent areas, which shall hereinafter be referred to as the area of benefit.
i To stimulate public interest in the area of benefit
ii To promote high standards of planning and architecture in the area of benefit
iii To secure the preservation, protection, development and improvement of features of natural, historic and public interest in the area of benefit.
In furtherance of the said purpose, but not otherwise, the Society through its Executive Committee shall have the following powers:-
1 To promote research into subjects directly connected with the objects of the Society and to publish the results of any such research.
2 To act as co-ordinating body and to co-operate with the local authority planning committees, sanitary, drainage and all other local and statutory authorities, voluntary organisations, charities and persons having aims similar to those of the Society.
3 To promote and assist in promoting activities of a charitable nature throughout the area of benefit.
4 To publish papers, reports and other literature.
5 To make surveys and prepare maps and plans and collect information in relation to any place, erection or building of beauty or natural or historic interest within the area of benefit.
6 To hold meetings, lectures and exhibitions.
7 To educate public opinion and to give advice and information.
8 To raise funds and to invite and receive contributions for 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.
9 To take and accept any gifts of property, whether subject to any special trusts or not.
10 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.
11 To borrow or raise money for the purposes of the Society in such terms and on such security as the Executive Committee shall think fit, but so that the liability of any individual members of the Society shall in no case extend beyond the amount of their respective annual subscriptions.
12 To do any such things as are necessary for the attainment of the said objects.
Membership shall be open to all who are interested in actively furthering the purposes of the Society. No member shall have powers to vote at any meeting of the Society if his /her subscription is in arrears at the time. The subscriptions of a member joining the Society in the three months preceding 31 OCTOBER of any year shall be regarded as covering members for the Society’s year commencing on 1 November following the date of joining the Society.
The Executive Committee shall from time to time fix reasonable annual subscriptions for members or for different categories of members. Subscriptions shall be payable on or before 1st November each year. The Executive may terminate the membership of any member whose subscription is seriously in arrears.
The Annual General Meeting shall be held in or about February 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 and shall give at least 21 days’ notice of such meetings to all members. Such notice may be given in the Society’s News Sheet, on the Society’s Website or by other efficient means.
Special General Meetings of the Society shall be held at the written request of members representing not less than 10 per cent of the existing members of the Society and whose subscriptions are fully paid-up. 15 members personally present shall constitute a quorum for a meeting of the Society.
Nominations for the Election of Officers shall be made at least 21 days before the Annual General Meeting. Such nominations shall be supported by a seconder and the consent of the nominee must first have been obtained. The election 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 elections are to be considered any financial or professional interest known or likely to be of concern to the Society.
all of whom shall relinquish their office every year and shall be eligible for re-election at the Annual General Meeting. The Chairman will only be eligible for re-election at two successive AGMs but will be eligible for re-election again after a minimum interval of one year.
The Executive shall have power to fill casual vacancies among the officers of the Society.
G THE EXECUTIVE
The Executive Committee shall be responsible for the management and the administration of the Society. The members of the Executive Committee for the time being shall be the Trustees of the Society for the purposes of the Charities Acts. The Executive Committee shall consist of the Officers and not less than 8 and not more than 15 other members. The Committee shall have power to co-opt further members ( who shall attend in an advisory and non-voting capacity ). The Officers and members of the Committee shall normally be resident or work in the area of benefit, but the Committee shall have power to co-opt additional members from outside the area of benefit. In the event of an equality of votes cast, the Chairman shall have a second or casting vote. Nominations for the election to the Executive Committee shall be made in writing at least 21 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 a manner that shall be determined. Members of the Executive Committee shall be elected annually at the Annual General Meeting of the Society, 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. A quorum shall, as near as may be, comprise one third of the members of the Executive Committee.
H SUB COMMITTEES
The Executive Committee may constitute such sub-committees from time to time as shall be considered necessary for such purposes that shall be thought fit. The Chairman and secretary of each sub-committee shall be reported to and shall be confirmed by the Executive Committee. Members of the Executive Committee may be members of any sub-committee and membership of a sub-committee shall not bar appointment to membership of the Executive Committee. Sub-committees shall be subordinate to and may be regulated and dissolved by the Executive Committee.
I DECLARATION OF INTEREST
It shall be the duty of every Officer or member of the Executive Committee or Sub-Committee who is in any way directly or indirectly interested financially or professionally in any item discussed at a Committee meeting at which he or she is present to declare such an interest and he / she shall not discuss such item or vote thereon.
J EXPENSES OF ADMINISTRATION AND APPLICATION 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.
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 investments, securities or property as it may think fit, subject nevertheless to such authority, approval or consent whether by the Charity Commissioners or the Secretary of State for Education and Science 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.
Any freehold or 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 the 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 paragraph C hereof shall thereafter be qualified to act as a trustee unless and until re-appointed as such be 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 trustee corporation ) and liability under such indemnity shall be a proper administrative expense.
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 meeting 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.
Any notice required by these rules to be given to any individual member shall be deemed to be duly given if left or sent by prepaid post addressed to the address of that member last notified to the Secretary.
O 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 the motion for the dissolution of the Society is to be proposed at an Annual General Meeting or a Special General Meeting this motion shall be referred to specifically when the 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 or reasonably 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 Hampshire Records or similar civic body.
END OF THE ROMSEY AND DISTRICT SOCIETY’S CONSTITUTION