The Wolverhampton Civic and Historical Society is a Charity (No.1091761) and this is our constitution.
1.1 The name of the organisation will be the Wolverhampton Civic and Historical Society (hereinafter referred to as "the Society").
2. Area of Benefit
2.1 The Area of Benefit will be the City of Wolverhampton and its environs.
3.1 Advance the education of the public in the history, heritage, architecture and matters pertaining to environmental sustainability in the area of benefit.
3.2 To secure the preservation, protection, development and improvement of features of historic or public interest in the area of benefit
3.3 To promote high standards of planning and architecture in or affecting the area of benefit.
4.1 In furtherance of the above objects but not further or otherwise the Society may:
4.1.1 Promote civic pride in the area of benefit
4.1.2 Promote and organise cooperation in the achievement of the same locally and to that end may bring together representatives of voluntary agencies, statutory authorities and individuals engaged in furtherance of the same.
4.1.3 Promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the results thereof.
4.1.4 Arrange or provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, seminars and training courses.
4.1.5 Collect and disseminate information on all matters affecting the above objects and exchange such information with other bodies having similar purposes.
4.1.6 Procure to be produced and print, publish, issue and circulate gratuitously or otherwise, such papers, books, periodicals, pamphlets, or other documents, films or other systems of communication as shall further the above objects.
4.1.7 Purchase, take on lease or exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings for the work of the Society.
4.1.8 Sell, let, mortgage, dispose of or turn to account all or any of the property assets of the Society.
4.1.9 Accept gifts, or raise money for the objects of the Society on such terms and on such security as shall be thought fit.
4.1.10 Seek contributions to the Society by personal or written appeals, public meetings or otherwise.
4.1.11 Invest the monies of the Society not immediately required for its objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to any conditions as may for the time being be imposed or required by law.
4.1.12 Employ staff not being a member of the Management Committee as may be required in order to carry out the objects of the Society.
4.1.13 Do all such other lawful things as are necessary for the attainment of the said objects.
5.1 Membership of the Society, applications for which shall be decided by the Management Committee, shall be open to:
5.1.1 individuals who are interested in furthering the objects of the Society and who have paid the relevant annual subscription and
5.1.2 voluntary and statutory bodies ("The Member Organisations") which are interested in furthering the objects of the Society and have paid the relevant annual subscription provided that at General Meetings of the Society the representative of each Member Organisation shall have one vote on behalf of that Organisation, but not in addition a personal vote.
5.2 Any person between the ages of 12 and 18 inclusive who shall be interested in furthering the objects of the Society may be admitted by the Management Committee as a junior member of the Society ("A Junior Member"). A Junior Member shall be entitled to attend Meetings of the Society but with no power to vote. Junior Members shall have the power to elect two Junior Members to attend meetings of the Management Committee when invited to do so by the Management Committee.
5.3 Termination of membership shall rest with the Management Committee who for good and sufficient reason shall have power to terminate the membership of an individual member or Member Organisation provided always that the individual member or person representing the Member Organisation shall have the right to be heard by the Management Committee, accompanied by a friend, before a final decision is made.
6.1 All members shall pay such subscriptions as the Management Committee decide until the first AGM (Annual General Meeting) of the Society. Any subsequent changes will be determined by AGM or SGM (Special General Meeting).
7. General Meetings
7.1 All Annual General Meetings of the Society shall be held not more than fifteen months following the preceding Annual General Meeting. At least 28 days notice of this meeting will be given in writing by the Secretary to all the members.
7.2 The business of the AGM will include:
7.2.1 The receipt of the annual reports of the Chair, Treasurer and Secretary.
7.2.2 The receipt of the audited accounts of the Society.
7.2.3 The appointment of Auditors.
7.2.4 The election of Honorary Officers which shall include Chair, Vice-Chair, Secretary and Treasurer provided that if the Chair or Vice-Chair shall have served a continuous period of six years, the said Officer shall not be eligible for re-election to that Office for a period of one year after the end of the six year period.
7.2.5 Election of Management Committee
7.2.6 Consideration of any resolution to amend the Constitution or the review of standing orders.
7.2.7 Receipt of such reports from Sub-Committees or Special Groups as may from time to time be required by the Management Committee.
7.3 A Special General Meeting of the Society may be called at fourteen days notice in writing by the Secretary on the written request of 10% of the voting members of the Society or by the Management Committee. Notification will include a statement of the business to be transacted.
7.4 The Quorum for all General Meetings of the Society will be not less than 10% of the members of the Society entitled to vote provided that if within one half hour of the time specified for the start of the meeting a quorum is not present then the meeting, if convened at the request of the members, will be dissolved. In any other case, if within one half hour of the time appointed for the start of the meeting a quorum is not present, the members present shall be deemed to be a quorum subject to a minimum of 20 members.
7.5 Notwithstanding the preceding sub-clause there shall be no quorum unless
7.5.1 the number of individual members present and having voting rights shall exceed the number of representatives of Member Organisations and
7.5.2 the meeting shall be attended by one of the Honorary Officers.
7.6 The voting at all General Meetings will be by simple majority on a show of hands or by ballot as the meeting may decide. In the event of an equality of votes the Chair will have a second or casting vote.
7.7 The Secretary or other person appointed by the Management Committee shall keep a full record of proceedings at General Meetings.
8.1 Subject to any limitation set out in the Constitution the management of the affairs of the Society will be directed by a Management Committee which will meet not less than six times a year.
8.2 Membership of the Management Committee will be as follows:
8.2.1 The Honorary Officers of the Society as defined under Clause 7 and drawn from individual members or the representatives of Member Organisations.
8.2.2 In addition to the Honorary Officers not more than 12 Committee Members representing individual members or Member Organisations and elected at AGM.
8.2.3 Such observers as will be appointed by the Management Committee as able to contribute particular skills and experience or to speak for special interest groups not otherwise represented on the Committee, but without voting rights.
8.3 Two Junior Members elected as previously provided shall have the right, if invited, to attend and participate in meetings of the Management Committee provided that such Junior Members shall have no power to vote and shall not be counted for the purposes of establishing a quorum.
8.4 The Management Committee may create, and from within its own membership appoint to, such additional offices and roles as it may from time to time deem necessary for the good running of the Society and the achievement of its objects. Any Officer so appointed shall not be subject to election at AGM and shall not be regarded as an Honorary Officer.
8.5 Co-options to casual vacancies arising in respect of Honorary Officers or Committee Members may be filled by decision of the Management Committee and, in respect of a Member Organisation, by replacement nomination. Any person so co-opted shall retire at the next AGM and shall be able to offer him/herself for re-election.
8.6 Sub-Committees and Special Interest/Activity/Research Groups may be established by the Management Committee who shall determine the membership and powers of such Sub-Committees and Groups.
8.7 A member of the Committee shall cease to hold office or be a member of the Committee if he or she:
8.7.1 is disqualified from acting as a member of the Committee by virtue of section 72 Charities Act 1993 (or any statutory re-enactment or modification of that provision);
8.7.2 becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs;
8.7.3 by notice in writing to the Society resigns his/her office or his/her membership of the Committee
8.7.4 ceases, or the Member Organisation nominating him/her ceases, to be a member of the Society
8.7.5 is absent without the permission of the Management Committee from all its meetings whether of the Committee or of any relevant sub-committee of the Committee held within six months and the Committee resolves that his/her office and/or membership of the Society be vacated.
8.8 Termination of the membership of any member of the Management Committee may be decided by the Committee for any good and sufficient reason providing always that the member concerned shall have the right to be heard by the Committee accompanied by a friend, before a final decision is made.
8.9 Invalidation of the Management Committee will not be caused by any failure to appoint or any defect in the appointment, election or qualification of any member thereof.
8.10 The Quorum for all meetings of the Management Committee will be 4 members with full voting rights or two-thirds of the membership, whichever is the greater provided that there shall be no quorum unless
8.10.1 the number of individual members present and having full voting rights shall exceed the number of representatives of Member Organisations and
8.10.2 the meeting shall be attended by one of the Honorary Officers.
8.11 Voting will be by a simple majority on a show of hands or by ballot as the Management Committee may decide. In the event of an equality of votes the Chair will have a second or casting vote.
8.12 The Management Committee shall keep minutes of the proceedings at meetings of the Management Committee.
8.13 The Management 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 Commission.
8.14 The Management 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 Commission.
8.15 At every AGM, except the first AGM when all the members of the Management Committee (including the Honorary Officers) shall retire, one third of the Members of the Committee (excluding the Honorary Officers who shall be subject to the conditions of clause 7), or if their number is not a multiple of 3 the number nearest to one third, shall retire from office.
8.16 The Members of the Management Committee to retire shall be those who have been longest in office since their last election, or, where more than one third of the Members of the Committee have an equal length of longest service on the Committee, by the drawing of lots to determine the third to retire.
A retired member shall be eligible for re-election provided that if any Committee Member shall have served for two consecutive periods of three years such Committee Member shall not be capable of re-election to the position of Committee Member for a period of one year from the completion of the six year period.
8.17 Management Committee Members not to be personally interested: Subject to the provisions of sub-clause 8.17.1 no member of the Management 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 Management Committee) in any contract entered into by the Management Committee.
8.17.1 Any member of the Management Committee for the 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 Management Committee to act in a professional capacity on behalf of the Society: provided that at no time shall a majority of the Members of the Management Committee benefit under this provision and that a Member of the Management 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.
9.1 The Society may appoint and determine the appointment of not less than three persons not being members of the Management Committee to act as Trustees for the purpose of holding monies and/or property belonging to the Society.
10.1 The Society will insure and arrange insurance cover for, and to indemnify its officers, servants and voluntary workers and those of its members against, all such risks incurred in the course of the proper performance of their duties as may be thought fit. Provided that any such insurance shall not extend to any claim arising from any act or omission which was known to be a breach of trust or breach of duty or which was committed in reckless disregard of whether it was a breach of trust or breach of duty or not.
11.1 An Account may be opened by the Treasurer in the name of the Society at a Bank or Building Society from time to time decided by the Management Committee. The Management Committee shall authorise in writing the Honorary Officers to sign cheques and orders for payment on behalf of the Society and arrange for their auditing in preparation for the AGM. All cheques and orders for payment must be signed by at least two of the Honorary Officers.
11.2 The income and property of the Society will be applied solely towards the promotion of the objects of the Society as set out in this Constitution and no portion thereof will be paid directly or indirectly by way of profit to any member of the Society provided that nothing will prevent the payment in good faith of reasonable out of pocket expenses.
12 Alterations to the Constitution
12.1 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(s) proposed.
12.2 No amendment may be made to clause 1 (the name of the Society clause), clause 3 (the objects clause), clause 13 (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
12.3 No amendment may be made which would have the effect of making the Society cease to be a charity at law.
12.4 The Management Committee should promptly send to the Commissioners a copy of any amendment made under this clause.
13.1 If the Management Committee decides that it is necessary or advisable to dissolve the Society, they shall call a meeting of all the 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 Management Committee shall have power to realise any assets held on behalf of the Society. Any assets remaining after the satisfaction of 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. 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.
14.1 Any notice required to be served on any member of the Society shall be deemed to have been duly given if left at or sent by prepaid post to the address of the member last notified by the member to the Society. Any notice so sent shall be deemed to have been received within 10 days of posting.
15.1 The Interpretation Act 1978 applies for the interpretation of this Constitution as it applies for the interpretation of an Act of Parliament.