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Constitution

Berkshire Record Society Constitution

Revised previously on the 9th May 2017, updated and amended by decision of the AGM on 11th July 2023

A.       Name

The name of the Society is the Berkshire Record Society hereafter referred to as ‘the Society’.

B.       Administration and interpretation

1. Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this Constitution by members of the Council as Trustees of the Society, constituted by clause G of this Constitution (‘the Council’).

2. (i) Throughout this Constitution (where the context so admits) the masculine shall be deemed to include the feminine and the singular to include the plural;

     (ii) The interpretation of this Constitution shall be subject to the Interpretation Act (1978) as it applies to the interpretation of an Act of Parliament. Subject thereto the Council as Trustees of the Society shall be the sole authority for the interpretation of this Constitution and the decision of a simple majority of Council members on any question of interpretation or upon any matter affecting the Society and not provided for in this Constitution shall be binding.

C.       Charitable Objects

The Society’s charitable Objects (‘the Objects’) shall be to advance the education of the public in the history of the Royal County of Berkshire, in particular by co-ordinating research, transcribing and publishing documents both pre- and post-1974.

D.       Powers

In furtherance of the said Objects but not otherwise the Council may exercise the following powers:

  1. to raise funds and to invite and receive contributions providing that in raising funds the Council shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
  2. to invest money belonging to the Society not immediately required for the said Objects in or upon such investments and securities as are authorised by law or the terms of this Constitution;
  3. to set the annual subscription rate for Membership of the Society for the Subscription Year (‘the Subscription Year’) that shall begin on 1st January each calendar year;  
  4. to borrow money and to charge all or any part of the property of the Society with repayment of the money so borrowed, subject to any consent required by law;
  5. to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the said Objects or of similar charitable purposes and to exchange information and advice with them, subject to the law concerning the protection of personal data;
  6. to establish or support any charitable trusts, associations or institutions formed for all of any of the said Objects;
  7. to appoint and constitute such advisory committees as the Council may think fit;
  8.  to do all such other lawful things as are necessary for the achievement of the said charitable Objects.

E.        Membership

1. Membership (‘the Membership’) of the Society shall be open to:

  1. an individual (over the age of 18 years) who is interested in furthering the work of the Society and who has paid any annual subscription (‘a Member’);
  2. two persons residing at the same address and being members of the same household being Joint Members (‘Joint Members’) having paid any annual subscription each such Joint Member shall enjoy all the privileges and responsibilities of full membership of the Society, including the entitlement to stand for election to the Council, but Joint Members shall be entitled between them to only one copy of each of the Society’s publications;
  3. any body corporate or unincorporated association which is interested in furthering the Society’s work and has paid any annual subscription (‘Member Organisation’);
  4. any of the Membership failing to pay the annual subscription in full three months after a reminder shall be deemed to have resigned from the Society.

2. Every Member shall have one vote and Joint Members two votes at meetings of the Society.

3.  Each Member Organisation 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.

4.  Each Member Organisation shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the Member Organisation, he or she shall forthwith cease to be the representative of the Member Organisation.

5. The Council may unanimously and for good reason terminate Membership of the Society, returning any annual subscription pro rata, provided that the concerned party shall have the right to be heard by the Council, accompanied by a friend, before a final decision to terminate Membership is made.

F.        Honorary Officers

At the annual general meeting of the Society (‘the AGM’) the Membership shall elect from amongst themselves a chair, a secretary, a treasurer, a membership secretary and a general editor (‘the Honorary Officers’) who shall hold office until the conclusion of the annual general meeting next after their election and shall be eligible for re-election.

G.       Council

1. The Council of the Society shall consist of:

  1. the Honorary Officers;
  2. not less than four and not more than six Additional Members (‘the Additional Members’) elected at an AGM;
  3. not more than two Co-opted Members (‘the Co-opted Members’), appointed at a Special Meeting of the Council, in accordance with the provisions of clause H.2. of this Constitution.

2. The Additional Members elected under clause G. 1. (ii) of this Constitution may remain on the Council for three years. Two of the Additional Members shall retire annually but shall be eligible for re-election, the retiring Additional Members being those who have served longest or, as between Additional Members who have served the same length of time, shall be chosen by agreement between them or failing agreement by lot.

3. The Co-opted Members appointed under clause G. 1. (iii) of this Constitution shall become full members of the Council unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the place becomes vacant. Co-opted Members shall serve on the Council until the next AGM and shall have the right to vote in meetings of the Council.

4. The proceedings of the Council shall not be invalidated by any vacancy among their numbers or by any failure to appoint or any defect in the appointment or qualification of a Council member.

5. Council members must have attained the age of eighteen, their appointment or election being subject to a declaration of acceptance and of willingness to act as a Trustee of the Society.

6. membership of the Council shall cease forthwith if that member:

  1. is disqualified by law from acting as a Trustee;
  2. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
  3. is absent without the permission of the Council from all their meetings held within a period of six months and the Council resolve that his or her office be vacated; or
  4. notifies to the Council a wish to resign.

7. Council members shall not be personally interested in property belonging to the Society (otherwise than as a Trustee of the Society) or receive remuneration or be interested in any contract entered into by Council, unless a solicitor, accountant or other person engaged in a profession who 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 Council to act in a professional capacity on behalf of the Society provided that at no time shall a majority of the members of the Council benefit under this provision and that a member of the Council shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

H.       Meetings and proceedings of the Council

1.  The Council shall hold at least two ordinary meetings each year.

2.  A Special Meeting of Council may be called at any time by the chair or by any two members of the Council upon not less than four days notice being given to the other members of the Council of the matters to be discussed but if the matters include an appointment of a Co-opted member, then not less than 21 days notice must be given.

3.  Notice of a meeting of Council shall be given to all its members by the secretary of the Society either by post or electronic mail, using the postal address or e-mail address, as the case may be, provided to the secretary of the Society by the member, stating the purpose, place and time of the meeting or, if a virtual meeting, providing the necessary passwords to join the meeting. If the meeting is a virtual meeting, then the form and content of the meeting shall be the same as if the meeting was in person.

4.  The chair shall conduct meetings of the Council. If the chair is absent from any meeting, the members of the Council present shall choose one of their number to be chair of the meeting before any other business is transacted.

5.  There shall be a quorum when at least one third of the number of members of the Council for the time being or three members of the Council, whichever is the greater, are present at a meeting.

6.  Every matter discussed at a meeting of the Council shall be determined by a simple majority of votes of the members of the Council present but in the case of equality of votes the chair of the meeting shall have a second or casting vote.

7.  The Council shall keep minutes, in files or books kept for the purpose, of the proceedings at meetings of the Council and any sub-committee, which shall be signed by the chair of the next following meeting of the Council to confirm that they represent a true record of the matters discussed and agreed at that previous meeting.8.  The Council may appoint one or more sub-committees consisting of three or more members of the Council for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Council would be more conveniently undertaken or carried out by a subcommittee; provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Council. Any such subcommittee may appoint one or more co-opted members who have a special knowledge of or ability in the subject matter of the inquiry, function or duty to be dealt with provided that they do not have a pecuniary interest in the subject matter under consideration and do not exceed one third of the membership of such sub-committee.

I.         Presidents and Vice-Presidents

The Society may elect a President and Vice-presidents whose names have been submitted by the Council to an AGM.

J.        Receipts and expenditure

1.  The funds of the Society, including all subscriptions, donations contributions and bequests shall be paid into an account operated by the Council in the name of the Society at such bank as the Council shall from time to time decide. All payments made from the account must be approved by the treasurer and one other Council member, or in the treasurer’s absence, two other Council members.

2.  The funds belonging to the Society shall be applied only in furthering the Society’s charitable Objects.

 K.      Accounts

1.  The Society shall maintain accounting records in accordance with law, and the treasurer shall prepare an annual statement of account for the Society for the Subscription Year, in accordance with law, the same to be approved by the Membership at the AGM.

2.  The annual statement of account shall be subject to independent examination if required by law, or if the Council so decide.

3.  The secretary shall be responsible for completing and submitting the annual return required by the Charity Commission, within the deadlines published by the Commission.

L.       Annual General Meeting

1.  The AGM of the Society shall be called by the Council not later than six months after the end of the Subscription Year, giving the Membership at least 21 days’ notice by either post or electronic mail, as the case may be, using either the postal address or the electronic mail address provided to the membership secretary by the Member, Joint Member or Membership Organisation, as the case may be. If the meeting is a virtual meeting, then the form and content of the meeting shall be the same as if the meeting was in person.

2.  The chair elected as stipulated by clause F of this constitution shall be the chair of the AGM or SGM, but if he or she is not present, before any other business is transacted, the Membership present shall appoint one of their number to chair the meeting.

3.  The Council shall present to each AGM the report and accounts of the Society for the preceding Subscription Year.

4.  Nominations for election to the Council must be made by one of the Membership in writing, or by electronic mail, sent to the secretary of the Society at least 14 days before the AGM. Should nominations to Council exceed vacancies, election shall be by ballot.

5.  The secretary of the Society shall keep minutes of the business conducted at the AGM, to be preserved in the same files or books as the minutes of the Council and its sub-committees.

6.  The agenda at an AGM shall be:

  1. To receive apologies for absence and to approve the minutes of the previous AGM or SGM;
  2. To receive reports from officers;
  3. To elect a new Council in accordance with clauses F and G. 1 and 2 of this Constitution;
  4. To appoint an independent financial examiner, if required;
  5. Any other business of which 7 days’ notice has been given to the secretary of the Society by the Membership.

7.  There shall be a quorum at an AGM when at least ten of the Membership are present.

M.      Special General Meeting (SGM)

1. The Council may call a SGM of the Society at any time, or if at least ten of its Membership request such a meeting in writing or by electronic mail sent to the secretary of the Society stating the business to be considered. The secretary acting on the instruction of the Council shall convene such a meeting, giving the same notice as an AGM in accordance with clause L.1. of this Constitution, stating the business to be discussed. If the meeting is a virtual meeting, then the form and content of the meeting shall be the same as if the meeting was in person.

2. The secretary or other persons specially appointed by the Council shall keep a full record of proceedings at every SGM, to be preserved in the same files or books as the minutes of the Council and its sub-committees.

3. There shall be a quorum at an SGM when at least ten of the Membership are present.

N.       Breaches        

In the execution of the trusts hereof no member of Council shall be liable for any loss to the property of the Society arising by reason of any improper investment made in good faith (so long as he or she shall have sought professional advice before making such investment) or for the negligence or fraud of any agent employed by him or by any other member of Council hereof in good faith (provided that reasonable supervision shall have been exercised) or by reason of any mistake or omission made in good faith by any member of Council hereof or by reason of any other matter or thing other than wilful and individual fraud or wrongdoing or wrongful omission on the part of the member of Council who is sought to be made liable.

O.       Protection of Purchasers                 

Any statement in writing, whether electronic or otherwise by a member of Council or any two of them to the effect that any contract deed or act signed executed or done by the Society is signed executed or done in accordance with and is authorised by the powers and provisions herein declared and contained shall in favour of any purchaser or other person dealing with the Society be conclusive evidence of the fact.

P.        Alterations to this Constitution

1. No alteration to this Constitution shall be made that cause the Society not to be a charity at law.

2. Subject to clause P.1. this Constitution may be altered by a resolution passed by not less than two thirds of the Membership present and voting at either an AGM or SGM, notice being given stating the terms of the proposed alteration to this Constitution.

Q.       Dissolution

If the Council decides that it is necessary or advisable to dissolve the Society it shall call a meeting of the Membership, of which not less than 21 days’ notice (stating the terms of the proposed resolution) shall be given, in accordance with the requirements for notice of an AGM in clause L.1. of this Constitution. If the proposal is confirmed by a two thirds majority of those present and voting at the said meeting the Council shall have power to realise any assets held by or 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 objects similar to the objects of the Society as the Membership may determine or failing that shall be applied for some other charitable purpose, as approved by the Charity Commission. 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.

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