Constitution
Governing the Society
ST ALBANS AND HERTFORDSHIRE ARCHITECTURAL AND ARCHAEOLOGICAL SOCIETY
CONSTITUTION
Adopted 18 October 2006
1. NAME
The name of the Society shall be "St Albans and Hertfordshire Architectural and Archaeological Society" (hereinafter referred to as "the Society").
It is a registered Charity, No 226912.
The Society is an unincorporated association governed by its Constitution.
2. OBJECTS
The Society is established, for the public benefit, for the following purposes in the area of St Albans and Hertfordshire:
- to promote public interest in, and improve public knowledge of, the architecture, archaeology and history of St Albans and Hertfordshire;
- to work to secure the protection of monuments, structures or other features of architectural, historical or archaeological interest in the area;
- to maintain its own Library;
- to encourage the preservation, and the deposit in suitable collections, of written documents, in any format, and material of historical interest.
In furtherance of the said purposes but not otherwise the Society through its Council shall have the following powers:
i) to promote and participate in archaeological excavations and field work, and to engage in historical research of all kinds relating to St Albans and Hertfordshire;
ii) to arrange meetings, lectures, exhibitions and visits;
iii) to publish or to arrange the publication of papers, reports and other relevant literature, in any format.
3. MEMBERSHIP
The Membership of the Society shall consist of Members, Honorary Members, and Patrons. Membership shall be open to all persons who are interested in the objects of the Society.
An Honorary Member is a person who, by reason of having undertaken distinguished work in relevant fields or valuable work for the Society, shall have been elected to Honorary Membership by a General Meeting of the Society, on the recommendation of the Council, or on the recommendation of at least 10 Members. The number of Honorary Members shall at no time exceed 12.
A Patron is a person of great distinction who shall have accepted an invitation by the Council to be named as a Patron of the Society.
The Council shall have the right: (a) to approve or reject applications for Membership and (b) for good and sufficient reason to terminate the Membership of any individual provided that the Member shall have the right to be heard by the said Council before a final decision is made.
4. SUBSCRIPTIONS
The financial year of the Society shall run from 1 June to 31 May of the following year.
The rate of subscription shall be as determined by the Annual General Meeting of the Society, or by an Extraordinary General Meeting. Members are required to pay their subscriptions by the start of the Society's financial year and shall remain Members until giving notice in writing of resignation, or unless their subscription for the current financial year is not paid by the date of the Annual General Meeting in that year. The first annual subscription of Members joining between 1 February and 1 June will entitle them to Membership until the end of the following financial year, that is for up to 16 months.
A reduced rate of subscription at half the rate of the Member's subscription is available to:
- The spouse or partner of a Member, living at the Member's address
- Children of a Member under the age of 18 living at the Member's address
- Students who provide evidence that they are in full time further or higher education
There is also a family membership.
5. OFFICERS
The Officers of the Society, who shall be existing Members, shall consist of:
- a President
- an immediate Past President (to hold office only in the year following the Annual General Meeting at which he/she ceases to be President)
- a Secretary and
- a Treasurer.
The Council may, at its discretion, appoint additional Officers to undertake such specific roles as it considers necessary.
The Council may fill by co-option any Officer vacancy occurring during the year for an existing or new role.
All Officers shall be elected at every Annual General Meeting.
All the Officers hold their posts on an honorary basis with no payment for their role as Officers, but are entitled to claim any reasonable expenses.
No one shall normally serve as President for more than three consecutive years.
6. COUNCIL
The general management of the affairs of the Society shall be vested in a Council, consisting of the Officers, the representatives of Society groups, and the Director of St Albans Museums Services or his/her representative.
At the Annual General Meeting nominations may be made, by the Council at its discretion, or by the recommendation of at least 10 Members, for the election of up to two additional Members annually to serve on Council for a period of two years. On retirement they shall not be eligible for re-election to Council for the following year.
The Council shall have the power to co-opt Members to Council if required, provided that the total number of co-opted Members does not exceed one half of the total of the elected members.
Council members may have more than one role.
All Council members shall be entitled to one vote at Council meetings; decisions are taken by a simple majority of those present and entitled to vote. The President shall have an additional casting vote if necessary. Eight Council members shall constitute a quorum.
At least once every year, the names of all members of Council shall be circulated to all Members of the Society.
7. TRUSTEES
The Trustees shall be five in number, being the incumbent President, Secretary and Treasurer, together with two members of Council, nominated by Council. The Trustees have a general supervisory role, in particular in relation to the governance of the Society and its relations with the statutory bodies, e.g. the Charity Commission and HM Revenue & Customs.
8. MEETINGS
The meetings of the Society shall be the Annual General Meeting ("AGM") and any Extraordinary General Meeting ("EGM").
The AGM of the Society shall be held as soon as practicable after the end of each financial year, after 14 clear days' written notice has been given to Members.
EGMs shall be held to amend the Constitution or to dissolve the Society in accordance with clauses 12 and 13 below, or for any other appropriate reason on a motion by Council or one supported by at least ten Members. 14 days' clear written notice is required to be given to Members for the holding of an EGM.
Twenty Members shall constitute a quorum for an AGM or EGM.
All Members shall be entitled to one vote at an AGM or EGM; those unable to attend may appoint, in writing, a proxy to vote on their behalf. Decisions are taken by a simple majority of those present and entitled to vote. The President shall have an additional casting vote if necessary.
Proceedings at an AGM or EGM shall be limited to those proposals contained in the written notice to Members calling the meeting.
9. MANAGEMENT
The Council shall meet to transact the business of the Society not less than three times a year, and shall be responsible for approving the accounts prepared by the Treasurer and duly audited, for submission to the Members at the Annual General Meeting.
There shall be one main standing committee, an Executive Committee, which will deal with the day-to-day matters of the Society and will consist of the incumbent President, Secretary and Treasurer, together with up to two Members appropriate to the matters discussed. Three members of the Executive Committee shall constitute a quorum. Proceedings of the Executive Committee shall be reported back to the Council.
The Council shall have the power to appoint such special or standing committees as may be deemed necessary, and shall determine their composition, terms of reference, powers and duration. All acts and proceedings of such committees shall be reported back to the Council as soon as possible.
10. GROUPS
The Council may approve the formation of Groups to pursue special interests and projects within the objects of the Society. A Group shall normally consist of all those Members of the Society who wish to participate. A Group shall normally elect a Chairman and Secretary, and if necessary a management committee.
A Group shall normally be requested by the Council prior to the Annual General Meeting to elect a representative to serve on the Council for the ensuing year. They shall be responsible for informing the Council and the Members of the Group's activities, for seeking the prior approval of the Council as necessary for its activities and expenditure and for reporting back to the Group the wishes of the Council in respect of their Group.
Meetings shall be held at such times and places as a Group or the Council shall determine. Visitors may be introduced, at a notional charge if so determined by Council, but no visitor shall attend more than two meetings in an annual programme.
11. PUBLICATIONS
The Council may also publish such papers, books or research reports, in whatever format, as it thinks proper. The cost to Members of such publications shall be determined by the Council.
The Council may appoint representatives to serve on the Hertfordshire Archaeology and History Editorial Committee, or any direct or indirect replacement equivalent, and may authorise contributions from the Society's funds towards the publication costs of that Committee. The Council may recommend for publication by the Hertfordshire Archaeology and History Editorial Committee such of the papers read at Society meetings or otherwise communicated, as it thinks proper.
Honorary Members and Patrons, and Members who have paid the current subscription at the full or reduced rate, shall be entitled to purchase a copy of Hertfordshire Archaeology and History at a price determined by Council in agreement with the Editorial Committee.
12. ALTERATIONS TO CONSTITUTION
Any proposal for alteration to this Constitution shall require the assent of the majority of the Members of the Society present and voting at an Annual General Meeting or an Extraordinary General Meeting, provided that notice of such alteration shall have been received by the Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be proposed.
At least 14 days' clear written notice of such a meeting, setting forth the terms of the alteration, shall be sent by the Secretary to each Member of the Society provided that no alteration would have the effect of causing the Society to cease to be a charity at law.
13. DISSOLUTION
If the Council decide at any time by a simple majority that on the grounds of expense or otherwise it is necessary or desirable to dissolve the Society, it shall call an Extraordinary General Meeting of the Members of the Society, giving not less than 14 days' written notice, and stating the terms of the Resolution to be proposed thereat. If such a decision shall be confirmed by a majority of those members present and voting, the Council shall have power to dispose of 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 to or transferred to such other charitable institution or institutions having objects similar to those of the Society as the Council may determine; if and insofar as effect cannot be given to such a provision, then to some other charitable object.