THE YATELEY SOCIETY
CONSTITUTION
1. NAME
The name of the Society shall be The Yateley Society
2 OBJECTS
The Society is established for the public benefit for the following purposes in the area comprising the Civil Parish of Yateley on the 13th January 1981 which area shall hereinafter be referred to as "the area of benefit".
(i) To educate the public in the geography, history, natural history and architecture of the area of benefit.
(ii) To secure the preservation protection development and improvement of features of historic or public interest in the area of benefit.
(iii) To promote high standards of planning and architecture in or affecting the area of benefit.
(iv) To secure the enhancement of the biological diversity of the ecosystems, the conservation of the natural and semi-natural habitats, and the protection of the characteristic flora and fauna within the area of benefit.
In furtherance of the said purposes but not otherwise the Society 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 and undertake practical conservation in relation to any place, erection or building of beauty or historic or ecological 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) 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) To borrow or raise money 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 things as are necessary for the attainment of the said purposes.
3. MEMBERSHIP
Membership shall be open to all who are interested in actively furthering the purposes of The Society.
Membership of The Society shall consist of life members, full members, junior members and corporate members.
No member shall have power to vote or to stand for any office at any meeting of The Society if his or her subscription is in arrears at the time.
Senior members shall be those aged 65 years or over at the time their subscription is due.
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.
4 SUBSCRIPTIONS
The subscription rates for each class of member shall be determined by a General Meeting. Subscriptions shall be payable on becoming a member and thereafter shall be renewable on a date determined by a General Meeting. Membership shall lapse if the subscription is unpaid six months after it is due.
5 GENERAL MEETINGS
An Annual General Meeting shall be held in or about January of each year to receive inter alia the Executive Committee's report and accounts and elect Officers and Members of the Executive Committee.
The Society's financial year commences on 1 October. The accounts of the Society shall be subject to independent examination by a person appointed by a General Meeting of the Society.
Special General Meetings of The Society shall be held within 42 days of the receipt by an Officer of a written request of fifteen or more members whose subscriptions are fully paid up, or by resolution of the Executive Committee.
At least 21 days notice in writing shall be given to all members of the date and place of the Annual General Meeting.
At least 7 days notice of any General meeting of The Society shall be given in writing to all members, such notice to declare the business of the meeting.
A quorum for a General Meeting shall consist of twenty voting members or one third of the voting membership whichever is the less.
Members may not vote by proxy.
A President, who shall exercise no executive function, may also be elected at a General Meeting of The Society, for periods to be decided at such a meeting.
From time to time a General Meeting of the Society may award an honorary title to any member who has made a significant contribution to the objectives of the Society.
6 OFFICERS
The Officers of The Society who shall be members of The Society normally resident or working in the area of benefit shall consist of:- Chairman Vice Chairman Honorary Secretary Honorary Treasurer
all of whom shall relinquish their office every year and shall be eligible for re-election at the Annual General Meeting.
Nominations for the election of Officers shall be made in writing to the Honorary Secretary at least 14 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.
Nominees for election as Officers of 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 elections of Officers shall be completed prior to the election of further Committee members.
The Executive Committee shall have the power to fill up to two vacancies occurring among the Officers of The Society without calling a General Meeting.
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 8 other voting members who shall be members of The Society and shall normally be resident or working in the area of benefit. A minimum of 4 of these additional voting members must be elected at the Annual General Meeting, any places which remain unfilled being regarded as vacancies.
Voting members of the Executive Committee shall be elected annually at the Annual General Meeting of The Society, and outgoing members may be re-elected. Nominations for election to the Executive Committee as an ordinary member will be taken at the Annual General Meeting. They must be supported by a seconder and the consent of the proposed nominee must first be obtained. If the nominations exceed the number of vacancies, a ballot shall take place in such manner as shall be determined.
The Executive Committee shall have the power to fill up to four vacancies occurring among the voting members of the Executive Committee between General Meetings, and such members shall have full voting rights on the Executive Committee.
The Executive Committee shall have power to co-opt non-voting members (who shall attend in an advisory capacity, and who may be from outside the area of benefit).
Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would be disqualified under the provisions of the following clause.
No person shall be entitled to act as an Officer or member of the Executive Committee whether on a first or on a subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the charity. Any member of the Executive Committee shall cease to hold office if he or she:
(a) is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1992 (or any statuory re-enactments or modifications of that provision);
(b) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(c) is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated;
(d) ceases to be a member of The Society or membership lapses under Clause 4; or
(e) notifies the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
The business of The Society shall be conducted according to the requirements of this Constitution and the Charity Commissioners and consistent with resolutions approved by members at General Meetings. The Executive Committee shall obtain the prior approval of a General Meeting for any action which constitutes a change in The Society's policies.
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 Executive Committee members not less than seven days' notice of each meeting.
The quorum shall comprise one third of the voting members of the Executive Committee and shall include at least one officer.
In the event of an equality in the votes cast, the Chairman shall have a second or casting vote.
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.
Sub-committees shall be subordinate to and may be regulated or dissolved by the Executive Committee, and may exercise delegated powers from the Executive Committee, within the policies of the Society as determined by General Meetings.
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.
Where chairmen of sub-committees are not already voting members of the Executive Committee, they shall be deemed to have been co-opted to the Executive Committee as non-voting members for the duration of their appointment.
Any Sub-committee may include persons who are not members of the Executive Committee. Members of the Executive Committee may be members of any Sub-committee and membership of a Sub-committee shall be no bar to appointment to membership of the Executive Committee.
9 DECLARATION OF INTEREST
It shall be the duty of every Officer or member of the Executive Committee or Sub-Committee or ordinary member of The Society who is in any way directly or indirectly interested financially or professionally in any item discussed at any Committee or General meeting at which he or she is present to declare such interest and he/she shall not discuss such item (except by invitation of the Chairman) or vote thereon.
10. 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.
11 INVESTMENT
All monies 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 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 or 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 AMENDMENTS
Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by no less than two thirds of the members present and voting at an Annual General Meeting or a Special General Meeting, The notice of the meeting shall be 28 days and must include notice of the resolution, setting out the terms of the alteration proposed.
No amendment may be made to clause 1 [the name of the charity clause], clause 2 [the objects clause], clause 9 [Executive committee members not to be personally interested clause], clause 15 [the winding up clause] or this clause without the prior consent in writing of the Commissioners.
No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
The Executive Committee should promptly send to the Commissioners a copy of any amendment made under this clause.
14 NOTICES
Any notice required to be given by these Rules 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.
15 WINDING UP
The Society may be dissolved by a two-thirds majority of members voting at an Annual General Meeting of 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 Special General 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 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 the Society is confirmed.
On dissolution the minute book and other records of the Society shall be deposited with the Hampshire Record Office, or other official depository for historical records covering the area of benefit.
We certify that this is a true copy of the Constitution of The Yateley Society originally approved at the Inaugural Meeting of that Society held on 13 January 1981, Min 5/81, and subsequently amended at a Special General Meeting of the Society held on 16 September 1982, at the Annual General Meeting of the Society held on 31 January 1985, at a Special General Meeting of the Society held on 14 November 1996 and 20 February 1997, and the Annual General Meeting held 15 February 2001.
Tony Hocking, Chairman;
Roger Coombes, Vice Chairman;
Richard Johnston, Hon. Secretary;
Peter Tipton, Hon. Treasurer
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