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Feb 2013 - Hyde Heath Village Society is being re-formed - draft constitution below

 

HYDE HEATH VILLAGE SOCIETY

CONSTITUTION  (Feb 5th 2013 Draft)

1.         NAME

The name of the Society is Hyde Heath Village Society.

2.         OBJECTS

The Objects are to-

2.1     promote the benefit of the inhabitants of Hyde Heath, Buckinghamshire(“area of benefit”) without distinction of sex, sexual orientation, nationality, age, disability, race or of political, religious or other opinions by stimulating public interest and education in the beauty, history and character of the area of benefit and in the care and maintenance thereof;

 

2.2     encourage the preservation, development and improvement of features contributing to the pleasant and convenient living conditions of the inhabitants of the area of benefit;

 

2.3     address issues that impact upon the area of benefit and conduct such campaign or campaigns in relation to such issues as the Society considers to be of importance to the inhabitants of the area of benefit;

 

2.4     encourage high standards of architectural planning and building in keeping with the character of the area of benefit; and

 

2.5     take such actions as the Committee may determine to further the Objects of the Society.

 

3.         POWERS

The Society has the following powers, which may be exercised only in promoting the Objects:

3.1        To carry out research;

3.2        To provide advice;

3.3        To co-operate with other voluntary organisations, statutory authorities and individuals;

3.4        To establish or support a local forum of representatives of community groups, voluntary organisations, statutory authorities and individuals involved in community and campaigning work relevant to the Objects;

 

3.5        To arrange and provide for, either alone or with others, the holding of exhibitions, meetings, lectures, classes, seminars and training courses;

 

3.6        To collect and disseminate information on all matters relating to theObjects, and to exchange such information with other bodies having similar objects;

 

3.7        To write, print or publish, in whatever form, including electronic or via internet, such papers, books, periodicals, pamphlets or other documents, including films and recorded material, as shall further its objects, and to issue or circulate the same whether for payment or otherwise;

 

3.8        To raise funds and invite or receive donations and contributions, whether by subscription or otherwise.

 

4.         MEMBERSHIP

4.1        Membership is open to any individual or organisation interested in promoting the Objects.

 

4.2          The Society may establish different classes of membership, prescribe their respective privileges and duties and set the amounts of any subscriptions.

 

4.3          The Society must keep a register of members.

4.4        A member may resign by written notice to the Society.

4.5        The Society may by resolution of the Committee terminate the membership of any member on the ground that in their reasonable opinion the member’s continued membership would be harmful to the Society. The Committee may only pass such a resolution after notifying the member in writing and considering the matter in the light of any written representations which the member puts forward within 14 clear days after receiving notice.

 

4.6        Membership of the Society is not transferable.

5.         GENERAL MEETINGS

           5.1  Members are entitled to attend general meetings of the Society in person or (in the case of a member
                organisation) through an authorised representative. General meetings are called on at least 14 clear days’
                written notice to the members specifying the business to be transacted.

 

5.2  There is a quorum at a general meeting if the number of ordinary members  personally present is at least 10  or 10% of the ordinary members whichever is the greater.

 

5.3        The Chair or (if the Chair is unable or unwilling to do so) some other member elected by those present presides at a general meeting.

 

5.4        Except where otherwise provided by this Constitution, every issue at a general meeting is determined by a simple majority of votes cast by the members present in person [or (in the case of a member organisation) through an authorised representative].

 

5.5        Except for the Chair of the meeting, who has a  casting vote, every ordinary member present in person is entitled to one vote on every issue.

 

5.6        Except at first, an AGM must be held in every year. The first AGM may be held at any time within 18 months after the formation of the Society.

 

5.7        At an AGM the members:

(1)           receive the accounts of the Society for the previous financial year;

(2)           receive the report of the Committee on the Society’s activities since the previous AGM;

(3)           accept the retirement of those Officers who wish to retire or are retiring by rotation;

(4)           elect Officers to fill the vacancies arising;

(5)        appoint an auditor or independent examiner for the Society where required;

(6)        may confer on any individual (with his or her consent) the honorary title of Patron, President or Vice-President of the Society; and

(7)        discuss and determine any issues of policy or deal with any other business put before them by the Committee.

 

5.9          Any general meeting which is not an AGM is an Extraordinary General Meeting (EGM).

5.10        An EGM may be called at any time by the Committee and must be called within 14 clear days after a written request to the Committee from at least [number] members.

 

6.            THE COMMITTEE

6.1          The Officers of the Committee have control of the Society and its property and funds.

 

6.2          The full number of Officers is at least 3 and not more than 11 individuals, all of whom must be ordinary members

 

6.3          The Committee consists of:

(1)        the Chair;

            (2)        up to 8 elected Officers. One third (or the number nearest one third) of the elected Officers must retire at each AGM, those longest in office retiring first and the choice between any of equal service being made by drawing lots;

(3)        up to 2 co-opted Officers, appointed by resolution of the Committee to hold office until the end of the next AGM.

 

6.4          A retiring Officer who remains qualified may be re-appointed an Officer.

6.5           An Officer automatically ceases to be an Officer if he or she:

(1)        has been convicted of any offence involving dishonesty or deception;

(2)        has been adjudged bankrupt he or she has not been discharged

(3)        is incapable, whether mentally or physically, of managing his or her own affairs;

(4)        is absent without permission from three consecutive meetings of the Committee and is asked by a majority of the other Officersto resign;

(5)        ceases to be a member of the Society

(6)        is removed by a resolution passed by all the other Officers after they have invited the views of the Officer concerned and considered the matter in the light of any such views.

 

6.6          A technical defect in the appointment of an Officer of which the Officers are unaware at the time does not invalidate decisions taken at a meeting.

 

7.         PROCEEDINGS OF THE COMMITTEE

7.1        The Committee must hold at least two meetings each year.

7.2        A quorum at a meeting of the Committee is three Officers.

7.3        The Chair or (if the Chair is unable or unwilling to do so) some other Officer present chosen by the Committee presides at each meeting of the Committee.

 

7.4        Every issue may be determined by a simple majority of the votes cast at a meeting of the Committee but a resolution which is in writing and signed by all the Officers is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.

 

7.5      Except for the Chair of the meeting, who has a second or casting vote, every

                      Officer has one vote on each issue.

8.         COMMITTEE DECISION-MAKING

The Committee has the following powers in the administration of the Society:

8.   To appoint a Treasurer and other honorary officers from among their number.

          8.2 To delegate any of their functions to sub-committees consisting of two or more individuals appointed by
                 them and all proceedings of sub-committees must be reported promptly to the Committee).

 

8.3 To make standing orders consistent with this Constitution to govern proceedings at general meetings

 

8.4  To exercise any powers of the Society which are not reserved to a general meeting.

9.         BENEFITS TO MEMBERS AND OFFICERS

9.1  The property and funds of the Society must be used only for promoting the Objects and do not belong to the members or the Officers.

 

9.2        No Officer or connected person may receive any payment of money or other material benefit (whether direct or indirect) from the Society except:

(1)        reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Society;

(2)        interest at a reasonable rate on money lent to the Society;

(3)         a reasonable rent or hiring fee for property let or hired to the Society;

(4)         an indemnity in respect of any liabilities properly incurred in running the Society (including the costs of a successful defence to criminal proceedings);

                        (5)        payment to a company in which the Officer has no more than a 1 per cent

                                    shareholding; and in exceptional cases, other payments or material benefits.

9.3          Whenever an Officer or connected person has a personal interest in a matter to be discussed at a meeting of the Committee or a sub-committee, the Officer concerned must:

(1)        declare the nature and extent of the interest before the meeting or at the meeting before discussion begins on the matter;

(2)        be absent from that part of the meeting unless expressly invited to remain in order to provide information;

(3)        not be counted in the quorum for that part of the meeting;

(4)        be absent during the vote and have no vote on the matter.

10.       PROPERTY AND FUNDS 

Funds which are not required for immediate use (including those which will be required for

use at a future date) should be placed on deposit or invested until needed.

 

11.        RECORDS & ACCOUNTS

11.1      The Treasurer shall keep proper account of the finances of the Society and shall open a bank account in the name of the Society.

11.2      The Committee must keep proper records of:

(1)        all proceedings at general meetings;

(2)        all proceedings at meetings of the Committee;

(3)        all reports of sub-committees; and

(4)        all professional advice obtained.

11.3      Accounting records relating to the Society must be made available for inspection by any Officer and may be made available for inspection by members if the Committee so decides.

 

11.4      A copy of the Society’s latest available Annual Accounts must be supplied on request to any Officer or member..


 

12.        NOTICES

 

12.1      Notices under this Constitution may be sent by hand, by post or by suitable electronic means or in any journal distributed by the Society or on the Society’s website.

12.2      The address at which a member is entitled to receive notices is the address noted in the register of members

12.3      Any notice given in accordance with this Constitution is to be treated for all purposes as having been received:  

(1)        24 hours after being sent by electronic means or sent by first class post to that address;

(2)        on the date of publication of a journal or newspaper containing the notice;

(3)        on the date on which it is posted on the Society’s website.;

13.        AMENDMENTS

This Constitution may be amended at a general meeting by two thirds  of the votes cast, but the members must be given 21 clear days’ notice of the proposed amendments.

 

14.        DISSOLUTION

14.1      If at any time members at a general meeting decide to dissolve the Society, the Officers will remain in office and will be responsible for the orderly winding up of the Society’s affairs.

 

14.2      After making provision for all outstanding liabilities of the Society, the Committee must apply the remaining property and funds by transfer to one or more other bodies established for purposes within, the same as or similar to the Objects

 

ADOPTED AT A MEETING HELD AT [PLACE] ON [DATE]

 

SIGNED

Name                ..........................................

Signature          ..........................................

[name and signature of Chair of meeting]

 

WITNESSED    

Name                ........................................

Address            ........................................

........................................

........................................

Signature          ........................................

 

[name, address, occupation and signature of witness]

 

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