THE HEATH & HAMPSTEAD SOCIETY
CONSTITUTION
adopted on 19 June 2012 and amended on 19 June 2017
PART 1
1. Application of this constitution
The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution. This constitution replaces the existing constitution of the association.
2. Name
The association’s name is “THE HEATH & HAMPSTEAD SOCIETY” (and in this constitution is referred to as the “Society”).
3. Objects
The objects of the Society are:
(a) to preserve those parts of Hampstead Heath which are subject to section 16 of The Hampstead Heath Act 1871* in their wild and natural state, and also to preserve the natural and characteristic features of the later additions to the Heath, so far as is consistent with their enjoyment by the public;
(b) to promote and maintain the amenities and characteristics of the environs of the Heath, and of the buildings and streets of Hampstead; and
(c) to promote public interest in the study of natural history, conservation, and the history of the areas referred to in paragraphs (a) and (b) of this Rule 3.
*[Section 16 provides: The [Metropolitan] Board [of Works] shall at all times preserve, as far as may be, the natural aspect and state of the Heath, and to that end shall protect the turf, gorse, heather, timber and other trees, shrubs, and brush-wood thereon.]
4. Application of income and property
(1) Promotion of objects
The income and property of the Society shall be applied solely towards the promotion of its objects.
(2) Reimbursement of expenses
A Trustee is entitled to be reimbursed from the property of the Society in respect of reasonable expenses properly incurred by him or her when acting on behalf of the Society.
(3) Trustee indemnity insurance
A Trustee may benefit from trustee indemnity insurance purchased by the Society in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(4) No dividends etc. to members
None of the income or property of the Society may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Society. This does not prevent a member of the Society who is not also a Trustee from receiving:
(a) a benefit from the Society in the capacity of a member of the Society; or
(b) reasonable and proper charges or remuneration for any goods or services supplied by the member to the Society.
5. Benefits and payments to Trustees and connected persons
(1) General
A Trustee or connected person may not:
(a) receive any goods or services from the Society on terms preferential to those applicable to members of the public; or
(b) sell goods, services or any interest in land to the Society; or
(c) be employed by, or receive any remuneration from, the Society; or
(d) receive any other financial benefit from the Society,
unless the same is permitted by paragraph (2) of this Rule 5, or authorised by the court or the Charity Commission (the “Commission”). In this paragraph, ‘financial benefit’ means a benefit, direct or indirect, which either is money or has a monetary value.
(2) Scope and powers permitting Trustees’ and connected persons’ permitted benefits
(a) A Trustee or connected person may receive a benefit from the Society in the capacity of a member of the Society provided that the benefit is available generally to the members of the Society.
(b) A Trustee or connected person may not enter into a contract for the supply of services, or of goods supplied in connection with the supply of services, to the Society unless the contract complies with sections 185 and 186 of the Charities Act 2011.
(c) A Trustee or connected person may not supply the Society with goods that are not supplied in connection with services provided to the Society by the Trustee or connected person other than in accordance with paragraph (3) of this Rule 5.
(d) A Trustee or connected person may receive interest on money lent to the Society at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A Trustee or connected person may receive rent for premises let by the Trustee or connected person to the Society provided that the amount of the rent and the other terms of the lease are reasonable and proper and provided that the Trustee is absent from the part of any meeting of the General Committee at which there is discussion of the proposal to enter into the lease and is not counted in the quorum present for that part of the meeting and does not vote on the proposal.
(f) A Trustee or connected person may take part in the normal trading and fundraising activities of the Society on the same terms as members of the public.
(3) Payment for supply of goods only – conditions
The Society and the Trustees may only rely upon the authority provided by sub-paragraph (c) of paragraph (2) of this Rule 5 if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the Society and the Trustee or connected person supplying the goods (the “supplier”) containing the terms on which the supplier is to supply the goods to the Society.
(b) The amount or maximum amount of the payment for the supply of the goods does not exceed what is reasonable in the circumstances.
(c) The General Committee has resolved that it is in the best interests of the Society to contract with the supplier rather than with someone who is not the Trustee or connected person having taken into account the advantages of the Society contracting with the Trustee or connected person as against the disadvantages of doing so.
(d) The Trustee is absent from the part of any meeting of the General Committee at which there is discussion of the proposal to enter into the agreement referred to in sub-paragraph (a) above.
(e) The reason for the resolution of the General Committee is recorded in the minute book.
(f) A majority of the Trustees are not at that time in receipt of remuneration or payments authorised by this Rule 5.
(4) Interpretation
In paragraphs (2) and (3) of this Rule 5:
(a) ‘Society’ includes any company in which the Society:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or
(iii) has the right to appoint one or more persons to the board of directors of the company.
(b) ‘connected person’ has the meaning set out in Rule 37.
6. Dissolution
(1) If the members of the Society resolve to dissolve the Society, the Trustees shall, notwithstanding any other provision of the Rules but subject always to Rule 23, remain in office as charity trustees until the dissolution of the Society and be responsible for winding up the affairs of the Society in accordance with this Rule 6.
(2) The Trustees must collect in all the assets of the Society and must pay or make provision for all the liabilities of the Society.
(3) The Trustees must apply any remaining assets:
(a) directly for the objects of the Society; and/or
(b) by transfer to any charity or charities having objects the same as or similar to those of the Society; and/or
(c) in such other manner as the Commission may approve in writing in advance.
(4) The members of the Society may pass a resolution before or at the same time as the resolution to dissolve the Society specifying the manner in which the Trustees are to apply the remaining assets of the Society and the Trustees must comply with the resolution if it is consistent with paragraph (3) of this Rule 6.
(5) In no circumstances shall the remaining assets of the Society be paid to or distributed among the members of the Society (except to a member that is itself a charity).
(6) The Trustees must notify the Commission promptly after the Society has been dissolved. If the Trustees are obliged to send to the Commission the Society’s accounts for the accounting period of the Society which ended before its dissolution, they must send the Commission the Society’s final accounts.
7. Amendment of constitution
(1) The members of the Society may amend any provision contained in Part 1 of this constitution provided that:
(a) no amendment may be made that would have the effect of making the Society cease to be a charity in law;
(b) no amendment may be made to the objects of the Society which would undermine or work against the existing objects;
(c) no amendment may be made to Rules 4 or 5 without the prior written consent of the Commission; and
(d) the resolution to amend the provision is passed by not less than two thirds of the members of the Society present and voting at a general meeting or voting by ballot in accordance with Rule 16.
(2) The members of the Society may amend any provision contained in Part 2 of this constitution by resolution passed by a simple majority of the members of the Society present and voting at a general meeting or voting by ballot in accordance with Rule 16.
(3) The Trustees must send to the Commission a copy of any resolution amending this constitution within twenty one days of it being passed.
PART 2
8. Membership
(1) Membership of the Society shall be open to individuals and to organisations, in each case who in the opinion of the Trustees support the objects of the Society and who are approved by the Trustees.
(2) The Trustees may reject an application for membership of the Society if, in their opinion, the applicant does not support the objects of the Society or his or her or its membership would not be in the best interests of the Society.
(3) Membership of the Society is not transferable.
(4) The Trustees must keep a register of names and addresses of the members of the Society which must be made available to any member upon request.
(5)
(a) The General Committee may elect any individual to be an honorary member of the Society for such period as the General Committee decides where the General Committee is of the opinion that the individual has given outstanding service to the Society or has conspicuously furthered its objects.
(b) The number of honorary members may not exceed twenty at any one time.
(c) Honorary members shall become honorary members upon election and shall enjoy all the rights and privileges of membership, but shall be exempt from paying the annual subscription for membership.
9. Termination of membership
Membership of the Society terminates if:
(a) the member dies or, if it is an organisation, ceases to exist;
(b) the member resigns by written notice to the Society unless, after the resignation, there would be fewer than two members; or
(c) any sum due from the member to the Society is not paid in full within four months of it falling due; or
(d) the Trustees resolve that the member has brought the Society into disrepute or that it is in the best interests of the Society that the membership is terminated. Such a resolution to terminate the membership may only be passed if:
(i) the member has been given at least twenty one days’ notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reason why it is to be proposed; and
(ii) the member or, at the option of the member, the member’s representative (who need not be a member of the Society) has been allowed to make representations to the meeting.
10. Subscriptions
(1) The rates of subscription for membership shall be determined each year by the members of the Society at the annual general meeting of the Society and shall apply from the first day of the next calendar year.
(2) Each member of the Society, unless an honorary member, agrees to pay the applicable subscription when due and payable.
(3) Notwithstanding Rules 10(1) and (2), the General Committee may determine, with effect from 1 January 2017, that the applicable annual subscription for a new member shall, for the member’s first year of membership only, be less than the applicable annual subscription determined under Rule 10(1).
(4) The General Committee may make such a determination only as part of a particular scheme designed to increase the paid membership of the Society, and so that the amount of subscription income thereby forgone in respect of such new members does not exceed, in any year, an amount equal to the aggregate of subscription income (for a standard annual individual membership) that would be payable in that year by, subject to Rule 10(5), 200 members.
(5) The number of members specified in Rule 10(4) may be changed by resolution of the members of the Society at any general meeting of the Society.
11. General meetings
(1) The Trustees must convene an annual general meeting not later than 30 June of each year.
(2) All general meetings other than annual general meetings shall be called special general meetings.
(3) The Trustees may convene a special general meeting at any time.
(4) The Trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership of the Society, whichever is the greater. The request must state the nature of the business that is to be discussed. If the Trustees fail, within 28 days of receiving the request, to give notice convening the meeting, the requisitioning members may proceed to convene the special general meeting in accordance with the provisions of this constitution.
(5) All general meetings shall be held within the former Metropolitan Borough of Hampstead.
12. Notice of general meetings
(1) The minimum period of notice required to convene any general meeting of the Society shall be 28 clear days from the date on which the notice is deemed to have been given.
(2) A general meeting may be called by shorter notice, if it is so agreed by all the members of the Society entitled to attend and vote at the general meeting.
(3) The notice must specify the date, time and place of the meeting and the business to be transacted. If the meeting is the annual general meeting, the notice must state so and specify that the business to be transacted shall include:
(a) election of the President;
(b) receipt of the annual report of the Chair of the Society;
(c) receipt of the Treasurer’s report on the Society’s audited accounts for the immediately preceding financial year and adoption of those accounts;
(d) receipt of the recommendation of the General Committee in respect of membership subscription rates, and determination of those rates under Rule 10;
(e) appointment of the auditors of the Society for the current financial year;
(f) election of the other Trustees in accordance with Rule 21;
(g) if applicable, other business (the general nature of which shall be specified) which the General Committee has resolved should be transacted at the meeting;
(h) if applicable, other business (the general nature of which shall be specified) to be transacted at the annual general meeting notified to the Secretary of the Society in writing by at least five members of the Society prior to 15 April in the year of the annual general meeting; and
(i) if applicable, other matters, for discussion only, allowed at the discretion of the chair of the meeting.
(4) Subject to Rules 26(1) and 34, no business may be transacted, or resolution passed, at a general meeting of which due notice has not been given in accordance with this Rule 12.
(5) The notice must, subject to Rule 34(3), be given to all members.
13. Quorum of general meetings
(1) No business shall be transacted at any general meeting unless a quorum is present.
(2) Subject to paragraph (6) of this Rule 13, a quorum is 50 members.
(3) The authorised representative of a member organisation present at a meeting shall be counted in the quorum.
(4) If:
(a) a quorum is not present within 30 minutes of the time appointed for the meeting; or
(b) during the meeting a quorum ceases permanently to be present,
the meeting shall be adjourned to such date, time and place as the chair of the meeting shall determine, save that, in the case of a meeting convened under Rule 11(4), the meeting shall not be adjourned but shall be terminated.
(5) The Trustees must re-convene the adjourned meeting by giving at least 14 clear days’ notice of the date, time and place of the meeting.
(6) If the quorum specified in paragraph (2) of this Rule 13 is not present at the re-convened meeting within 15 minutes of the time appointed for the meeting, two members present (or, in the case of a member organisation, whose authorised representative is present) shall constitute the quorum for that meeting.
14. Chair of general meetings
(1) General meetings shall be chaired by the President or by such other Trustee as has been nominated by the President or, absent such nomination, by the Chair of the Society (who may nominate himself or herself).
(2) If the Chair specified under paragraph (1) of this Rule 14 is not present within 15 minutes of the time appointed for the meeting, subject to paragraph (3) of this Rule 14, a Trustee nominated by the Trustees present at the meeting shall chair the meeting.
(3) If there is only one Trustee present at the meeting, he or she shall chair the meeting.
(4) If no Trustee is present within 15 minutes after the time appointed for the meeting, the members present may elect one of their number to chair the meeting.
15. Adjournment of general meetings
(1) The chair of a general meeting may decide, in his or her discretion, that the meeting shall be adjourned.
(2) The chair shall determine the date, time and place at which the meeting is to be re-convened.
(3) No business shall be transacted at an adjourned meeting unless it could have been transacted at the original meeting.
16. Votes and resolutions at general meeting, and membership ballots
(1) Each member shall have one vote but, if there is an equality of votes, the chair of the meeting shall have a casting vote in addition to any other vote he or she may have.
(2) Unless a special majority is required for it under any provision of this constitution, a resolution shall be passed at a general meeting by a simple majority of the members present and voting on the resolution.
(3) The chair of the meeting may refer any resolution passed at a general meeting to the General Committee to enable the General Committee to decide whether the resolution should be the subject of a postal ballot of the whole membership of the Society.
(4) If the General Committee decides that the resolution should be the subject of such a ballot, the General Committee shall organise the ballot as soon as reasonably practicable.
(5) A resolution passed at a general meeting which is referred to the General Committee under paragraph (3) of this Rule 16 shall not take effect (if at all) until the earlier of:
(a) a decision of the General Committee not to make the resolution the subject of a ballot; or
(b) the approval of the resolution by a majority of the membership of the Society corresponding to the majority required to pass the resolution at the general meeting.
(7) The result of a ballot under paragraph (4) of this Rule 16 or any decision taken under paragraph (5)(a) of this Rule 16 shall be promptly notified by the Trustees to the members of the Society.
17. Representatives of member organisations
(1) Any organisation that is a member of the Society must appoint an individual to act as its authorised representative at any general meeting of the Society and for the purposes of all dealings with the Society.
(2) The organisation must give written notice to the Society of the name and address of its authorised representative. The authorised representative shall not be entitled to represent the organisation at any general meeting unless and until the notice has been received by the Society. The Society shall be entitled to treat the authorised representative as the member organisation’s duly appointed authorised representative until written notice to the contrary is received from the member organisation by the Society.
(3) Any notice given to the Society will be conclusive evidence that the appointee is duly authorised to represent the member organisation or that his or her authority has been revoked. The Society shall not be required to enquire whether the authorised representative has been properly appointed by the member organisation.
18. Trustees and the General Committee
(1) The Society and its property shall be managed and administered by a committee of the Trustees known as the “General Committee”, comprising the Officers and other members of the General Committee elected or appointed in accordance with this constitution. The Officers and other members of the General Committee shall be the trustees of the Society and in this constitution are called the “Trustees”.
(2) A Trustee must be a member of the Society or the authorised representative of an organisation that is a member of the Society.
(3) No one may be appointed a Trustee if he or she would be disqualified under the provisions of Rule 23.
(4) The number of Trustees shall be no fewer than six and (unless otherwise determined by a resolution of the members of the Society in general meeting) shall be no more than 20.
(5) A Trustee may not appoint another person to act on his or her behalf at a meeting of the Trustees.
(6) The following shall be the members of the General Committee:
(a) the President;
(b) the Vice-Presidents;
(c) the Chair of the Society;
(d) the Vice-Chairs of the Society;
(e) the Treasurer;
(f) the Secretary,
(the persons in (a) – (f) being together referred to in this constitution as the “Officers”),
(g) the City Representative appointed under Rule 20(2);
(h) those members of the Society who are elected to membership of the General Committee in accordance with Rule 21(1),
(the persons in (h) being together referred to in this constitution as the “Elected General Committee Members”); and
(i) those members of the Society who are appointed to membership of the General Committee in accordance with Rule 21(2),
(the persons in (i) being together referred to in this constitution as the “Appointed General Committee Members”).
(7) No person may serve at the same time as an Officer of the Society in more than one of capacities specified in (a) – (f) of paragraph (6) of this Rule 18.
19. Chair of the Society and other Officers
(1) The Chair of the Society shall have such executive functions and duties, with respect to the operation of the Society, as are decided by the General Committee from time to time, and shall, subject to Rule 24(10), chair meetings of the General Committee.
(2) A Vice-Chair shall chair meetings of the Sub-Committee in respect of which he or she is appointed as chair in accordance with Rule 21(2)(a), and may, in accordance with Rule 24(9), chair meetings of the General Committee.
(3) The Treasurer shall have overall responsibility for the financial affairs of the Society, including receipt of its subscriptions and gifts, management of its funds and investments, operation of its bank accounts and dealings with HM Revenue & Customs, and shall prepare an annual budget for approval by the General Committee and shall prepare the annual accounts and procure the auditing of them by the Society’s auditors. The Treasurer shall have such other duties, with respect to the financial affairs of the Society, as are decided by the General Committee from time to time.
(4) The Secretary shall prepare the minutes of all general meetings of the Society and all meetings of the General Committee and, if so instructed by the Chair of the Society or the General Committee, shall procure the due giving of notice of all such meetings, shall have overall responsibility for the records of the Society including the documents referred to in Rule 28, and shall supervise the Society’s archivist. The Secretary shall have such other duties, with respect to the administration of the Society and its proceedings and records, as are decided by the General Committee from time to time.
20. The City Representatives
(1) The Vice-Chair of the Society who is chair of the Heath Sub-Committee established under Rule 27 shall be the Society’s nominated representative on the Hampstead Heath Management Committee of the City of London Corporation. If that person is temporarily unable to represent the Society on that Committee, the Chair of the Society may appoint another member of the Heath Sub-Committee so to represent the Society in that person’s absence.
(2) A member of the Heath Sub-Committee shall be appointed from time to time by the members of that sub-committee, with the prior approval of the chair of the Heath Sub-Committee, to serve as the Society’s nominated representative on the Hampstead Heath Consultative Committee of the City of London Corporation. For so long as the member is so appointed, he or she shall also be a member of the General Committee and a Trustee.
(3) The nominated representatives appointed under paragraphs (1) and (2) of this Rule 20 are referred to in this constitution as the “City Representatives”.
(4) The City Representatives shall report regularly and in a timely fashion to the Heath Sub-Committee and to the General Committee on all matters concerning Hampstead Heath and its management which are relevant to the objects of the Society.
21. Election and appointment of Trustees
(1) The members of the Society shall elect the Officers (other than the Vice-Chairs of the Society) and the Elected General Committee Members at the annual general meeting.
(2) The Trustees:
(a) shall appoint (or re-appoint, as the case may be) the Vice-Chairs of the Society at the meeting of the General Committee held next following the annual general meeting of the Society; and
(b) may appoint any person to be an Appointed General Committee Member at any time.
(3) Each of the Officers (other than the Vice-Chairs of the Society) shall retire with effect from the conclusion of the annual general meeting next after his or her election but shall be eligible for re-election as an Officer at the annual general meeting.
(4) No person may be elected as an Officer or a Trustee at any annual general meeting unless, prior to 15 April in the year of the annual general meeting, the Society has received a notice that:
(a) is signed by a member of the Society entitled to vote at the meeting; and
(b) states the member’s intention to propose the election of that person; and
(c) is signed by that person by way of acknowledgment of his or her willingness to be elected.
(5) The election or appointment of a Trustee must not cause the number of Trustees to exceed any number fixed in accordance with this constitution as the maximum number of Trustees.
(6) The terms of office of the Trustees shall be as follows:
(a) the Officers : one year
(b) the City Representative appointed under Rule 20(2) : as determined by the Heath Sub-Committee in accordance with Rule 20(2)
(c) the Elected General Committee Members : three years
(e) the Appointed General Committee Members : until the next annual general meeting after their appointment.
(7) An Elected General Committee Member may not be elected for more than two consecutive terms in that capacity. Having served two consecutive terms, an Elected General Committee Member may not be elected for a further term or terms in that capacity until a period of 12 months has elapsed since the expiry of the second of the first-mentioned consecutive terms.
(8) The adoption of this constitution shall not (i) affect the validity of any notice or communication given or made prior to its adoption, (ii) in any way limit the scope of business to be transacted at the annual general meeting of the Society in 2012 according to the notice thereof or (iii) affect the continuation in office of any Officer or the continuation of any individual’s membership of the General Committee who has not completed his or her term of office or membership as at the date of such adoption, save that the Society’s nominated representative on the Hampstead Heath Management Committee of the City of London Corporation as at such date shall, as from such date, hold that position in accordance with Rule 20(1).
22. Powers of Trustees
(1) The Trustees shall manage the business and property of the Society and have the following powers in order to further the Society’s objects (but not for any other purpose):
(a) to raise funds. In doing so, the Trustees must not undertake any taxable permanent trading activity and must comply with any applicable regulations;
(b) to buy, take on lease or in exchange, hire or otherwise acquire any property or right of any kind whatsoever, and (as applicable) to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Society. In doing so, the Trustees must comply (as appropriate) with sections 117 and 119 to 122 of the Charities Act 2011;
(d) to borrow money and to charge the whole or any part of the property belonging to the Society as security for repayment of the money borrowed. In doing so, the Trustees must comply (as appropriate) with sections 124 to 127 of the Charities Act 2011;
(e) to collect and disseminate information on all matters relevant to the Society’s objects, including promoting and carrying out research, surveys and investigations (or assisting in such promotion and carrying out) and making public the results thereof;
(f) to cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, papers, books, reports, periodicals, pamphlets and other documents;
(g) to co-operate with other charities, voluntary bodies, government departments and statutory authorities, to exchange information and advice with them and to bring together in conference their representatives;
(h) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Society’s objects;
(i) to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the Society’s objects;
(j) to set aside income as a reserve against future expenditure, but only in accordance with a written policy about reserves;
(k) to obtain and pay for such goods and services as are necessary for carrying out the work of the Society;
(l) to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000; and
(m) to do all such other lawful things as are necessary for the achievement of the Society’s objects.
(2) Any meeting of the General Committee at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.
(3) No amendment of this constitution or any resolution of the members of the Society or of the General Committee shall have retrospective effect to invalidate any prior act of Trustee or the General Committee or any Sub-Committee or the members of the Society.
23. Removal of Trustees
A Trustee shall cease to hold office if he or she:
(a) is disqualified from acting as a Trustee by virtue of section 178 of the Charities Act 2011; or
(b) ceases to be a member of the Society; or
(c) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; or
(d) resigns as a Trustee by notice to the Society (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or
(e) is absent without the permission of the Chair of the Society from three consecutive meetings of the General Committee and the General Committee resolves that his or her office be vacated.
24. Proceedings of Trustees
(1) The members of the General Committee may regulate their proceedings as they think fit, subject to the provisions of this constitution and applicable bye-laws, and the requirement that at least four meetings of the General Committee be held in each year.
(2) Any Trustee may convene a meeting of the General Committee.
(3) The Secretary must convene a meeting of the General Committee if requested to do so by a Trustee.
(4) Questions arising at a meeting of the General Committee shall be decided by a majority of votes of those present.
(5) In the case of an equality of votes, the chair of the meeting shall have a second or casting vote.
(6) No decision may be made by a meeting unless a quorum is present at the time when the decision is purported to be made.
(7) The quorum shall be the Chair or a Vice-Chair of the Society plus either seven or the number nearest to one-third of the total number of Trustees, whichever is the greater, or such larger number as may be decided from time to time by the Trustees.
(8) A Trustee shall not be counted in the quorum in respect of any decision on which that Trustee is not entitled to vote.
(9) If present, the Chair of the Society shall act as chair of each meeting of the General Committee. If the Chair of the Society is not present, the Vice-Chair present who has the longest aggregate service as a member of the General Committee shall act as chair of the meeting.
(10) The person appointed to chair meetings of the General Committee shall in that capacity have no functions or powers except those conferred by this constitution or delegated to him or her by the General Committee.
(11) A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of the General Committee and to vote upon the resolution shall, in the absence of a meeting, be as valid and effective as if it had been passed at a meeting of the General Committee duly convened and held. The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees.
(12) The General Committee shall have power at any time to appoint any member of the Society to fill a vacancy created (i) in the office of the President, the Chair of the Society, a Vice-Chair of the Society, the Treasurer or the Secretary or (ii) in the position of an Elected General Committee Member, provided that such appointed member shall only hold that office or position until the next annual general meeting of the Society.
(13) The General Committee shall also have power at any time to appoint up to three members of the Society as Appointed General Committee Members for the purposes of Rule 18(6)(i).
(14) If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling the vacant office of a Trustee or of calling a general meeting.
25. Conflicts of interests and conflicts of duties
A Trustee must:
(a) declare to the General Committee the nature and extent of any personal interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Society or in any transaction or arrangement already entered into by the Society in respect of which he or she has not previously made such a declaration; and
(b) absent himself or herself from any discussions of the Trustees on any matter in respect of which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Society and any personal interest (including but not limited to any personal financial interest), and a Trustee absenting himself or herself from any discussions in accordance with this Rule 25 must not vote or be counted as part of the quorum with respect to any decision of the Trustees relating to the matter.
26. Saving provisions
(1) No decision of the Trustees, the General Committee or any Sub-Committee or the Society in general meeting shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any procedural irregularity at the meeting, unless in each case the failure or defect has materially prejudiced the members of the Society.
(2) Subject to paragraph (3) of this Rule 26, all decisions of the Trustees, the General Committee and any Sub-Committee shall be valid notwithstanding the participation in the decision of a Trustee who:
(a) was disqualified from holding office; or
(b) had resigned or who had been obliged by this constitution to vacate office; or
(c) was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise,
if, without the participation of that Trustee and that Trustee being counted in the quorum, the decision was made by a majority of the Trustees at a quorate meeting of the General Committee or (as the case may be) a majority of the members at a quorate meeting of the relevant Sub-Committee.
(3) Paragraph (2) of this Rule 26 does not entitle a Trustee to keep any benefit that may be conferred upon him or her by a decision of the Trustees, the General Committee or any Sub-Committee if, but for paragraph (2) of this Rule 26, the decision would have been invalid, or if the Trustee has not complied with Rule 25.
27. Delegation
(1) The Trustees may delegate any of the powers of the General Committee and functions to a sub-committee comprising no fewer than three members of the Society (each a “Sub-Committee”), and the terms and conditions of any such delegation must be set out in the relevant bye-laws or in the minute book. The membership of a Sub-Committee must comprise at least three Trustees.
(2) The Trustees may impose conditions when so delegating, including (without limitation) the condition that:
(a) the relevant powers are to be exercised exclusively by the Sub-Committee to whom they are delegated; and
(b) no expenditure may be incurred on behalf of the Society except in accordance with a budget previously agreed with the Trustees,
and such conditions shall be recorded in the bye-laws applicable to the relevant Sub-Committee or in the minute book, as the case may be.
(3) The members of a Sub-Committee may regulate their proceedings as they think fit, subject to the provisions of this constitution, the conditions of the delegation to them and the applicable bye-laws.
(4) The Trustees may revoke or alter a delegation.
(5) The identity of the membership of each Sub-Committee from time to time, and all acts and proceedings of such Sub-Committee must be reported to the General Committee.
(6) At the date of the adoption of this constitution, the following Sub-Committees have been established under paragraph (1) of this Rule 27:
(a) the Town Sub-Committee;
(b) the Planning Sub-Committee; and
(c) the Heath Sub-Committee.
The terms and conditions of delegation to those Sub-Committees existing at the date of adoption of this constitution shall continue for the purposes of paragraph (1) of this Rule 27.
(7) In addition to the power to delegate to Sub-Committees, the Trustees may:
(a) appoint one or more members of the Society to represent the Society on forums, committees or working groups (by whatever name called) involving third parties; and
(b) appoint one or more members of the Society to internal working groups (by whatever name called) to undertake specific tasks or projects for the benefit of the Society.
28. Minutes
The Trustees shall procure that the Society keeps minutes of all:
(a) elections and appointments of Trustees;
(b) proceedings of general meetings; and
(c) meetings of the General Committee and Sub-Committees including:
(i) the names of the persons present at the meeting;
(ii) the decisions made at the meeting; and
(iii) where appropriate, the reasons for the decisions.
29. Accounts, annual report, annual return
(1) The Trustees shall comply with their obligations under the Charities Act 2011 with regard to:
(a) the keeping of accounting records for the Society;
(b) the preparation of annual accounts of the Society;
(c) the sending of the accounts to the Commission;
(d) the preparation of an annual report and its being sent to the Commission; and
(e) the preparation of an annual return and its being sent to the Commission.
(2) The annual accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a statement prepared by another body.
30. Registered particulars
The Trustees must notify the Commission promptly of any changes to the Society’s entry on the Central Register of Charities.
31. Property
(1) The Trustees must ensure that the title to:
(a) all land held by or in trust for the Society that is not vested in the Official Custodian of Charities; and
(b) all investments held by or on behalf of the Society
are vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees.
(2) The terms of the appointment of any holding trustees shall provide that they may act only in accordance with lawful directions of the Trustees and that, provided they do so, they will not be liable for the acts and defaults of the Trustees or of the members of the Society.
(3) The Trustees may remove and/or replace the holding trustees at any time.
32. Repair and insurance
The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Society (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability.
33. Operation of the bank accounts and control of expenditure
(1) All monies received by the Society, whether as gifts, subscriptions or otherwise, shall be paid into the relevant bank account established under Rule 22(1)(l).
(2) Any cheque drawn on, or transfer made from, any bank account of the Society must be signed or authorised (as the case may be) by the Treasurer and, where the amount exceeds £500 (or such other amount as may be specified by the General Committee from time to time), by another Trustee designated by the General Committee.
(3) The Treasurer must report to each meeting of the General Committee on each item of expenditure incurred since the date of the last meeting of the General Committee in excess of £250 (or such other amount as may be specified by the General Committee from time to time).
(4) (a) Expenditure of the Society specified in the annual budget of the Society referred to in Rule 19(3) which has been approved by the General Committee may be incurred by the relevant Officer or Sub-Committee without further approval of the General Committee.
(b) Proposed expenditure of the Society which has not been approved by the General Committee (in the annual budget or otherwise) must be approved by the General Committee before it is incurred or, if the expenditure is required to be incurred prior to the next scheduled meeting of the General Committee, by the Chair of the Society and the Treasurer.
34. Notices – general
(1) Any notice required by this constitution to be given must be:
(a) in writing; or
(b) given using electronic communication.
(2) The Society may give any notice to a member of the Society:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her postal address; or
(c) by leaving it at the postal address of the member; or
(d) if the member has provided to the Society such an address, by giving it using electronic communication to that address.
(3) A member who does not register a postal address with the Society in the United Kingdom and does not provide the Society with an address for electronic communication shall, notwithstanding any other provision of this constitution, not be entitled to receive any notice from the Society.
(4) (a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
(b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
(c) A notice given under paragraph (2)(b) of this Rule 34 shall be deemed to be given 48 hours after the envelope containing it was posted. A notice given under paragraph (1)(b) of this Rule 34 shall be deemed to be given 48 hours after it was sent. All other notices shall be deemed to be given when actually received at the Society’s or member’s address (as applicable).
(5) A member present in person at any general meeting of the Society shall be deemed to have received notice of the general meeting and of the purposes for which it was called.
35. Bye-laws
(1) The Trustees may from time to time make bye-laws for the conduct of their business and amend such bye-laws.
(2) The bye-laws may regulate the following matters but are not restricted to them:
(a) the admission to membership of the Society (including the admission of organisations to membership) and the rights and privileges of such members, and the fees, subscriptions and other charges or payments to be made by members;
(b) the conduct of members of the Society in relation to one another, and to the Society’s employees and volunteers;
(c) the conditions of delegation of any of the powers of the General Committee to any Sub-Committee;
(d) 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;
(e) the procedures at general meetings and meetings of the General Committee in so far as such procedure is not regulated by this constitution;
(f) the keeping and authenticating of records and archives, provided that if bye-laws made under this power permit records of the Society to be kept in electronic form and require a Trustee to sign the record, the bye-laws must specify a method of recording the signature that enables it to be properly authenticated; and
(g) generally, all such matters necessary or desirable for the proper running of the Society in the Trustees’ opinion.
(3) The Trustees must bring any new or amended bye-law to the notice of members of the Society.
(4) The bye-laws shall be binding on all members of the Society. No bye-law shall be inconsistent with any provision of this constitution.
36. Disputes
If a dispute arises between members of the Society about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
37. Interpretation
In this constitution:
(a) ‘connected person’ in respect of a Trustee means:
(i) a child, parent, grandchild, grandparent, brother or sister of the Trustee;
(ii) the spouse or civil partner of the Trustee or of any person falling within paragraph (i) above;
(iii) a person carrying on business in partnership with the Trustee or with any person falling within paragraph (i) or (ii) above;
(iv) an institution which is controlled:
(A) by the Trustee or any connected person falling within paragraphs (i), (ii) or (iii) above; or
(B) by two or more persons falling within sub-paragraph (A) above when taken together;
(v) a body corporate in which:
(A) the charity trustee or any connected person falling within paragraphs (i), (ii) or (iii) has a substantial interest; or
(B) two or more persons falling within sub-paragraph (A) above who, when taken together, have a substantial interest.
Sections 350 to 352 of the Charities Act 2011 apply for the purposes of interpreting the terms used in paragraph (a) of this Rule 37.
(b) “Commission” means the Charity Commission of England and Wales;
(c) “Officers” means those Trustees referred to in Rule 18(6)(a) – (f);
(d) the singular includes the plural, and vice versa; and
(e) references to statutes, regulations or guidelines (or the provisions thereof) are to those statutes, regulations or guidelines (or the provisions thereof) as re-enacted, replaced or amended from time to time.