Constitution

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1) Name

The name of the Association is: Deeside Naturalists’ Society (“the Society”)

2) 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 6 of this constitution (“the Executive Committee”).

3) Objects

The Society’s objects (“the Objects”) are: to promote and advance the education of the public in natural history and the conservation of flora and fauna on Deeside and the surrounding areas.

4) Powers

In furtherance of the Objects but not otherwise the Executive Committee may exercise the following powers:

(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 and shall conform to any relevant requirements of the law;

(2) power to invest the Society’s funds subsequent to taking advice from a qualified financial advisor and in accord with the regulations and guidelines laid down by the Trustee Act 2000 (or any statutory re- enactment or modification of that Act);

(3) 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;

(4) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Society;

(5) 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 repayment of the money so borrowed;

(6) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the Objects and, if applicable, to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependents;

(7) power to co-operate with other charities, voluntary bodies, statutory authorities and any other organisation or industry operating in furtherance of the Objects or of similar charitable purposes and to exchange information and advice with them;

(8) power to establish or support any charitable trusts, associations or institutions formed for all or any of the Objects;

(9) power to appoint and constitute such advisory committees as the Executive Committee may think fit;

(10) power to do all such other lawful things as are necessary for the achievement of the Objects

5) Membership

(1) The Executive Committee may admit to membership any person aged 18 years and over interested in furthering the Objects and who has paid any annual subscription as may be laid down from time to time by the Executive Committee. Such members shall be known as “adult members”.

(2) The Society may have a membership section for those under the age of 18 years who shall be known as “junior members”. Junior members shall not have voting rights and may not serve on the Executive Committee but they may elect two of their number to represent their views at meetings of the Executive Committee without voting rights.

(3) The Society may also admit to membership any organisations and family groups interested in furthering the Society’s work and which have paid any annual subscription (any such body being called in this constitution a “member group”).

(4) A member group shall appoint an individual to represent it and to vote on its behalf at meetings of the Society; and may appoint an alternate to replace its appointed representative at any meeting of the Society if the appointed representative is unable to attend. Each member group shall notify the name of the representative appointed by it, and of any alternate, to the Executive Committee.

(5) The Executive Committee may by a majority vote and for good reason terminate the membership of any individual (adult or junior) or member group: provided that the individual concerned or the appointed representative of the member group concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before the final decision is made.

6) The Executive Committee

(1) The members shall elect from among themselves an Executive Committee to manage the Society consisting of not less than 3 members and not more than 10 members which shall be elected by a show of hands (which term shall include the giving of appropriate signals) by those present and voting at the annual general meeting. The members of the Executive Committee are charity trustees as defined in section 177 of the Charities Act 2011.

(2) The Executive Committee may, by and from their number and from time to time, elect such honorary officers as they see fit.

(3) The Executive Committee may appoint up to 3 co-opted members to fill casual vacancies, but no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members.

(4) Co-opted members may be drawn from the general membership or from the general public. If drawn from the general public, a co-opted member must immediately become a member of the Society.

(5) All the members of the Executive Committee (including co-opted members) shall retire from office at the end of the first annual general meeting after the date on which they came into office but they may be reselected or re-elected without further nomination.

(6) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.

(7) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would, if appointed, be disqualified under the provisions of the following clause (clause 7: “Determination of Membership of Executive Committee”).

(8) No person shall be entitled to act as a member of the Executive Committee whether on a first or on any 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 Society.

7) Determination of Membership of Executive Committee

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 sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);

(2) ceases to be a member of the Society or is the representative of an organisation which ceases to be a member;

(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; or

(4) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee remain in office when the notice of resignation takes effect).

8) Executive Committee Members Not to be Personally Interested

No member of the Executive Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee for 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: provided that nothing in this document shall prevent any payment in good faith to any trustee of reasonable and properly incurred out-of-pocket expenses.

9) Meetings and Proceedings of the Executive Committee

(1) The Executive Committee may meet together for the despatch of business and may adjourn and otherwise regulate their meetings as they see fit. A meeting may be held by suitable electronic means agreed by the Executive Committee in which each participant may communicate with all the other participants.

(2) A meeting may be summoned on the request of any member of the Executive Committee by giving reasonable notice to all the other members of the Executive Committee. It shall not be necessary to give notice to any member of the Executive Committee for the time being absent from the United Kingdom.

(3) The chairman (if any) shall act as chairman at meetings of the Executive Committee. If there is no chairman or the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

(4) There shall be a quorum when 3 members of the Executive Committee are present at a meeting and “present” includes participating in a meeting conducted by electronic means where each participant may communicate with all the other participants.

(5) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.

(6) 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.

(7) The Executive Committee may delegate any of their powers to sub-committees consisting of such members of the Society or the general public as they think fit. Any sub-committee so formed shall conform to any regulations imposed on it by the Executive Committee. The Executive Committee may revoke or vary any delegated authority at any time.

10) Bank Account

The funds of the Society, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Society at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee; and all electronic transfers or similar must be approved in writing by at least two members of the Executive Committee prior to transfer.

11) Property

(1) The Executive Committee shall cause the title to:

(i) all land held by or in trust for the Society which is not vested in the Official Custodian for Charities; and

ii) 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. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of the Executive Committee or of the members of the Society.

(2) Any property, assets or contracts, including contracts of employment, held in the name of the Society and not vested in named holding trustees or in a custodian trustee shall be deemed to be held jointly by the members of the Executive Committee for the time being.

12) Accounts

The Executive Committee shall comply with their obligations under the Charities Act 2011 (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 Commission.

13) Annual Report

The Executive Committee shall comply with their obligations under the Charities Act 2011 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.

14) Annual Return

15) Annual General Meeting

(1) The Executive Committee shall arrange an annual general meeting to take place within the first six months of each financial year or as soon as practicable thereafter.

(2) Every annual general meeting shall be called by the Executive Committee and the secretary shall give at least 21 days’ notice of the annual general meeting to all members of the Society.

(3) Before any business is transacted at the annual general meeting, the persons present shall appoint a chairman of the meeting.

(4) The Executive Committee shall present to each annual general meeting the report and accounts of the Society for the preceding year.

16) Special General Meetings

The Executive Committee or any 6 members of the Society may request a special general meeting of the Society at any time. Providing that such a request is made in writing, stating the business to be considered, the secretary or some other specially appointed member of the Executive Committee shall call a meeting. At least 7 days’ notice must be given. The notice must state the business to be discussed.

17) Procedure at General Meetings

(1) The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Society.

(2) There shall be a quorum when 6 members of the Society for the time being are present at any general meeting.

(3) General meetings shall be open to all members. Every adult member and every organisation which is a member shall have one vote on any question to be decided at a general meeting. Junior members may attend and speak but not vote.

18) 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. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

(2) No amendment may be made to:

i) clause 1

ii) clause 3

iii) clause 8

iv) clause 21 (the Dissolution clause); (the name of the Society clause); (the Objects clause); (Executive Committee Members Not to be Personally Interested clause); or this clause without the prior consent, in writing, of the Commissioners.

(3) No amendment may be made which would have the effect of making the Society cease to be a charity in law.

(4) The Executive Committee should promptly send to the Commission a copy of any amendment made under this clause.

19) Indemnity

The members of the Executive Committee shall be entitled to an indemnity out of the assets of the Society against all losses and liabilities properly incurred by them (incurred in good faith) in the management of the affairs of the Society so long as all losses and liabilities properly incurred can be met from the Society’s funds.

20) Rules or Bylaws

The Executive Committee may from time to time make such reasonable and proper rules or bylaws as they may deem necessary or expedient for the proper conduct and management of the Society. The bylaws may regulate the following matters but are not restricted to them:

(1) the admission of members of the Society (including the admission of organisations to membership) and the rights and privileges of such members and the entrance fees, subscriptions and other fees or payments to be made by members;

(2) the conduct of members of the Society in relation to one another, and to the Society’s employees and volunteers;

(3) the setting aside of the whole or any part or parts of the Society’s premises at any particular time or times or for any particular purpose or purposes;

(4) the procedure at general meetings and meetings of the Executive Committee and sub-committees in so far as such procedure is not regulated by this constitution;

(5) generally all such matters as are commonly the subject matter of organisational rules.

The Executive Committee or the members of the Society in general meeting shall have power to alter, add to or repeal the rules or bylaws and the Executive Committee shall adopt such means as they think sufficient to bring to the notice of the members of the Society all such rules or bylaws which shall be binding on all members of the Society. Provided that no rule or bylaw shall be inconsistent with, or shall affect anything contained in, this constitution.

21) Dissolution

If a majority of the Executive Committee decides it is necessary or advisable to dissolve the Society, it shall call a meeting of all members of the Society of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. 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 on behalf of the Society. 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 similar objects to the Society as the members of the Society may determine, or failing that, shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Society must be sent to the Commission.

Amended on ..........day of

......................................20...

Signed .....................................................

Constitution For The Deeside Naturalists' Society

Constitution

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