Constitution

Details: Category: Constitution and Rules; Published on Thursday, 23 May 2013 21:00; Written by Administrator

Adopted this the 15^th day of August 1996. Amended 22^nd May 1997, 23^rd May 2002, 26^th February 2004, 24^th June 2010 and further amended 23^rd May 2013.

Name
The name of the society is Mexborough and Swinton Astronomical Society ("the Society").
Administration
Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause H of this constitution ("the Executive Committee").
Objects
1. The Society's objects ("the objects") shall be;
  1. the advancement of education for the public benefit in astronomy and its associated sciences
Powers
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers and shall conform to any relevant requirements of the law:
1. Power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities;
2. Power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
3. Power subject to any conditions by law to sell, lease or dispose of all or any part of the property of the Society;
4. Power subject to any consents required by law to borrow money and to charge all or any part of the property of the Society with repayments of the money so borrowed;
5. Power to employ staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payments of pensions and superannuation for staff and their dependants;
6. Power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
7. Power to support any charitable associations or institutions formed for all or any of the objects;
8. Power to appoint such advisory groups as the Executive Committee may think fit and define the terms of reference for such groups;
9. Power to make, modify and revoke rule(s) pertaining to the use of facilities owned or maintained by the Society and to deem any such condition to be a Rule of Membership of the Society ("rules");
10. Power to do all such other lawful things as are necessary for the achievement of the objects.
Membership
1. Membership is open to any person who is interested in furthering the objects:
  1. all applications for membership of the Society must be made in writing to the Secretary;
  2. applications for Junior membership must be countersigned by a legal guardian of the applicant.
2. Applications for membership shall be considered by the Executive Committee at their next meeting following the date of application.
  1. An application shall be approved if supported by a simple majority of the members of the Executive Committee present and voting.
  2. The Executive Committee must inform the applicant in writing of their decision within 21 days of the decision.
3. The Executive Committee may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Society to refuse the application.
  1. The Executive Committee must inform the applicant in writing of the reasons for the refusal within 21 days of the decision;
  2. The Executive Committee must consider any written representations the applicant may make about the decision. The Executive Committee decision following any written representations must be notified to the applicant in writing but shall be final.
4. Membership of the Society shall be composed of Ordinary, Junior and Honorary members ("members").
  1. An Ordinary member shall be any person aged 18 years or over who has paid a subscription as defined in clause F of this constitution.
  2. A Junior member shall be any person aged below 18 years who has paid a subscription as defined in clause F of this constitution. On reaching the age of 18 years any Junior member shall automatically become an Ordinary member.
  3. An Honorary member shall be any suitable person elected by the Executive Committee and they shall be granted all the rights of membership but shall not pay any subscription fees.
5. Members shall agree to be bound by this Constitution and any rules of membership published by the Executive Committee relating to the use of facilities owned or maintained by the Society.
6. All members shall be given a copy of this Constitution and any rules. New members of the Society will receive copies of such documents as soon as is practicable after the date of joining. New copies will be issued in the event of changes made from time to time.
7. Members, other than Honorary, shall renew their membership by paying the subscription as defined in clause F.
8. The Executive Committee shall have the power to suspend any or all privileges of membership of any individual for good reason, pending a full investigation of the reason for such suspension.
9. The Executive Committee shall have the power to terminate the membership of any individual for good reason. The individual concerned shall have the right to appear before the Executive Committee before a final decision is made.
  1. The individual may appeal against the decision of the Executive Committee by requesting a Special General Meeting within 7 days.
  2. The individual may be accompanied at any meeting where termination of their membership is under consideration.
10. Any member leaving the Society shall receive no reimbursement.
11. Any member in possession of any of the Society's property at the time of leaving the Society will return all items within four weeks of leaving. Failure to do so may result in legal action being taken. The item or items must be returned in a condition similar to the condition in which the item or items were loaned.
12. Membership is not transferable to anyone else.
13. The membership of a member is terminated if:
  1. the member dies;
  2. the member resigns by written notice to the Society unless, after the resignation, there would be less than two members;
  3. any sum due from the member to the society is not paid within one month of it falling due;
  4. The member is removed by a resolution of the Executive Committee under clause 8 above.
14. The Executive Committee must keep a register of names and addresses of members which must be made available to any member upon request.
Subscriptions and Fees
1. Members shall pay an annual subscription fee for each year of membership.
2. The Society’s financial year will begin on the 1st of April and end on the 31st of March the next year.
3. Visitors to the Society’s premises will be charged an attendance fee for each visit. Any such visitor shall be deemed a none-voting member of the Society for the duration of the visit and shall be bound by this Constitution and rules.
4. Subscriptions and fees may be varied by a majority of the members present and voting at a General Meeting of the Society.
5. The rates for such subscriptions and fees shall be displayed.
6. The Executive Committee may make, modify and revoke rules under clause D sub-clause 9 pertaining to how subscription payments are to be made.
Patrons
1. The Society may appoint a maximum of 4 patrons
  1. one Patron shall be styled Honorary President & Patron
  2. other patrons shall be styled Patron.
2. Patrons must agree to accept the appointment.
3. Patrons shall be granted Honorary membership for period of office.
4. A Patron may be appointed or removed from office by a resolution passed by simple majority at either:
  1. a quorate Executive Committee meeting
  2. a quorate General meeting of the Society
Executive Committee
1. An Executive Committee shall be appointed to manage and be ultimately responsible for the work and the funds of the Society. The members of the Executive Committee will be the trustees of the Society.
2. Executive Committee members must be active in carrying out their responsibilities.
3. The Executive Committee shall consist of not less than 3 and not more than 13 members elected at an Annual General Meeting to the following positions within the Society:
  1. Chairperson
  2. Secretary
  3. Treasurer
  4. Other titled positions as deemed necessary to facilitate the management of the Society may be created, revoked and modified to better serve the objects. The titled positions, other than those in clause H, sub-clause 3 items (i), (ii) and (iii) may only be amended by a majority of members present and voting at a General Meeting.
  5. An appropriate number of untitled Executive Committee members.
4. No member may hold more than one position on the Executive Committee.
5. Proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any disqualification of a member.
6. The membership may remove any member of the Executive Committee at a Special General Meeting called for that purpose.
7. Where a vacancy occurs in the Executive Committee then either
  1. The Executive Committee may;
    1. Leave the position vacant until the next Annual General Meeting provided that the responsibilities of the vacant position are covered by the Executive Committee, or
    2. Co-opt a member in accordance with sub-clause (8) of this clause, or
    3. Open nominations to elect a replacement at a Special General Meeting.
  2. The membership may request a Special General Meeting to hold elections to fill any vacancy.
8. The Executive Committee may appoint co-opted members provided that the size of the Executive Committee is not more 13. No one may be appointed as a co-opted member if, as a result, more than one third of the Executive Committee or more than 4 members of the Executive Committee (whichever is least) would be co-opted members at any one time. The appointment of one or more co-opted members shall be made at a meeting of the Executive Committee called under clause K.
9. Where a vacancy in the Executive Committee is filled, by any means, the member appointed to the vacant position shall take office from either: The conclusion of the meeting at which they were appointed if the post is already vacated, or When the post becomes vacant.
10. All members of the Executive Committee shall retire from office at the end of the next Annual General Meeting. They may be re-elected or re-appointed.
Eligibility of membership of the Executive Committee
1. No member shall hold office if he or she:
  1. Fails to sign in the minute book of the Executive Committee a declaration of acceptance and willingness to act in the trusts of the Society. Such declarations must be made by each member after election to the Executive Committee for the duration of the term of office.
  2. Is aged under 18 years.
2. A member of the Executive Committee shall cease to hold office if he or she:
  1. Is disqualified from acting as a member of the Executive Committee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision).
  2. Becomes incapable by reason of mental disorder, illness or injury of managing and administrating his or her own affairs.
  3. 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.
  4. Gives written notice to the Executive Committee of their wish to resign.
Executive Committee members not to be personally interested
1. (Subject to the provision of sub-clause (2) of this clause) No member of the Executive Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee of the Society) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
2. Any member of the Executive Committee for any time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Society; (Provided that at no time the majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion).
Meetings and proceedings of the Executive Committee
1. The Executive Committee shall hold at least six meetings each year, at least 14 days' notice shall be served on all members of the Executive Committee prior to a meeting taking place.
2. When in attendance at a meeting of the Executive Committee the Chairperson is entitled to act as Chair. Otherwise:
  1. The members present may elect from amongst themselves someone to act as Chair.
3. There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
4. The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee. The minutes will be available for inspection, upon request, by any member of the Society.
5. An archive will be kept and maintained of all Society documents for as long as is necessary.
6. The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
Receipts and expenditure
1. The funds of the Society, including all donations, contributions and bequests, shall be paid into an account or accounts operated by the Executive Committee in the name of the Society at such bank or building society as the Executive Committee shall from time to time decide. A portion of the funds, to a limit set by the Executive Committee, may be held in cash by the Treasurer.
2. All cheques drawn on the account or accounts must be signed by at least two members of the Executive Committee. Blank cheques must never be signed by Executive Committee members. The funds belonging to the Society shall be applied only in furthering the objects. The Executive Committee must make an effort to utilise any income in the furtherance of the objects. Any income remaining after allowing for operational costs must be invested so as to earn interest.
3. All expenditure shall be approved by the Executive Committee.
Property
1. Subject to sub-clause (2) of this clause, the Executive Committee shall cause the title to:
  1. All land held by or in trust for the Society which is not vested in the Official Custodian for Charities; and
  2. All investments held by or on behalf of the Society: to be vested either in a corporation entitled to act as a custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
2. If a corporation entitled to act as a custodian trustee has not been appointed to hold the property of the Society, the Executive Committee may permit any investments held by or in trust for the Society to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee; and may pay such a nominee reasonable and proper remuneration for acting as such.
3. All property must be insured to its full value. The Executive Committee must ensure that this is the case, failure to do so may render Executive Committee members personally liable for any costs incurred.
Accounts
The Executive Committee shall comply with their 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 annual statements of account for the Society;
3. The auditing or independent examination of the statements of account of the Society; and
4. The transmission of the statements of account of the Society to the Commissioners.
Annual Report
1. The Executive Committee shall comply with their 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 Commissioners.
Annual Return
1. The Executive Committee shall comply with their 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 Commissioners.
General Meetings
A General Meeting is a meeting open to all members of the Society and at which the powers of the Executive Committee are exercised by the membership.
1. At least one General Meeting must be called each year, known as the Annual General Meeting. The Annual General Meeting shall:
  1. be held in the month of May in each year or as soon as practicable thereafter.
  2. be called by the Executive Committee.
  3. include the presentation of the annual report and annual accounts of the Society for the preceding year.
  4. include the election of an Executive Committee, nominations being opened prior to the Annual General Meeting in accordance with clause R of this Constitution.
2. Any other General Meeting shall be known as a Special General Meeting;
  1. A Special General Meeting may be called by either:
    1. the Executive Committee, or
    2. at least three members of the Society may request such a meeting in writing to the Executive Committee. The request must state the business to be considered.
  2. When a Special General Meeting is to elect one or more members to the Executive Committee nominations will be opened prior to the meeting in accordance with clause R of this Constitution.
3. For any Annual or Special General Meeting the procedures shall be:
  1. 28 days' notice must be given to all members by the Secretary. The notice must state the business to be discussed.
  2. The Secretary, or other person appointed in their absence, must keep a full record of proceedings.
  3. A quorum will exist when at least one tenth of the membership or three members of the Society, whichever is the greater, are present.
  4. Any voting required shall be in accordance with clause S of this Constitution.
  5. When in attendance at a General Meeting the Chairperson shall be entitled to act as Chair. Otherwise:
    1. The members present may elect from amongst themselves someone to act as Chair.
Nominations
1. Nominations for election to the Executive Committee must be made by members of the Society in writing and must be in the hands of the Secretary at least 21 clear days before the General Meeting. Should nominations exceed vacancies, election shall be by secret ballot. All nominations must:
  1. Be proposed and seconded. The nominee may perform either of these roles.
  2. Be signed by the nominee to indicate acceptance of the nomination and a willingness to undertake the office and abide by this Constitution.
2. Nominations shall be open for a period of 21 days prior to the General Meeting.
3. No member may accept nomination for more than one titled Executive Committee position.
4. Any member nominated for a titled Executive Committee position may also be nominated for an untitled position. In the event of them being elected to a titled position then any other nomination will be automatically withdrawn.
Voting Procedure
The procedure for voting at meetings of the Executive Committee or any General Meeting shall be as follows:
1. No voting shall take place at any meeting where a quorum is not present;
2. All proposals which have not been seconded must not be voted upon;
3. All proposals which have been seconded must be voted upon;
4. Every member aged 18 years or over shall have one vote on each proposal, except the President who shall vote only when acting as Chair of the meeting;
5. Voting will be by a show of hands unless otherwise proposed or specified within this Constitution;
6. All decisions require a simple majority agreement of the members present and voting, unless specified to contrary within this Constitution;
7. The Chair of the meeting shall not vote except in the case of equality of votes when they shall have a casting vote on each proposal.
Notices
1. Any notice required to be served on any member of the Society shall be in writing and shall be served by the Secretary or the Executive Committee on any member either personally or:
  1. by post in a pre-paid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting. Or
  2. (Subject to the provision of sub-clause (2) of this clause) by electronic mail message addressed to such member at his or her last known electronic mail address, and any electronic mail message so sent shall be deemed to have been received on the day of sending. Or
  3. (Subject to the provision of sub-clause (2) of this clause) by facsimile to such member at his or her last known facsimile number, and any facsimile so sent shall be deemed to have been received on the day of sending.
2. Notices can only be sent by facsimile or electronic mail if a fax number or e-mail address has been supplied by the member, provided the recipient has indicated a willingness to receive notices by one or other of these methods.
Alterations to the Constitution
1. Subject to the following provisions of this clause the constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a General Meeting. Voting on any alterations to this Constitution shall be by secret ballot.
2. The notice of the General Meeting must include notice of the resolution setting out the terms of the alteration proposed.
3. No amendment may be made to clause A, clause C, clause J, clause V or this clause without prior consent in writing of the Commissioners.
4. No amendment may be made which would have the effect of making the Society cease to be a charity at law.
5. The Executive Committee should promptly send the Commissioners a copy of any amendment made under this clause.
Dissolution
1. If the Executive Committee decides that it is necessary or advisable to dissolve the Society it shall call a Special General Meeting of the Society. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Society.
2. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the members of the Society may determine or failing that shall be applied for some other charitable purpose.
3. A copy of the statement of accounts, or account and statement, for the final accounting period of the Society must be sent to the Commissioners.

This constitution was adopted on the date mentioned above by the persons whose signatures appear on the bottom of this document.

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