Constitution

This CONSTITUTION was adopted on the 24 April 2007

and replaces all former constitutions of the Cheshire Local History Association.

PART 1

1 The Name.

The organisation’s name is Cheshire Local History Association, hereafter ‘the Association’.

3 The Objects.

The Association’s objects (hereafter ‘the Objects’) are:

(1) To promote the study of, and interest in local history within the ancient County Palatine of Chester, and the County of Cheshire as defined by both its pre and post 1974 boundaries.

(2) To provide for both local history societies and individuals with an interest in local history within the ancient County Palatine of Chester, and the County of Cheshire as defined by both its pre and post 1974 boundaries.

4 Application of the Income and Property.

(1) The income and property of the Association shall be applied solely towards the promotion of the Objects.

(2) A member of the Executive Committee may be reimbursed from the property of the Association for any reasonable expenses properly incurred on behalf of the Association.

(3) None of the income or property of the Association may be paid or transferred directly or indirectly to any member of the Association. This does not prevent:

(a) a member from receiving reasonable and proper remuneration for any goods or services supplied to the Association;

(b) the purchase of indemnity insurance for the Executive Committee against any liability that by virtue of any rule of law would otherwise attach to a Member of the Executive Committee or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the Association but excluding:

(i) fines;

(ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Member of the Executive Committee or other officer;

(iii) liabilities to the Association that result from conduct that the Member of the Executive Committee or other officer knew or ought to have known was not in the best interests of the Association or in respect of which the person concerned did not care whether that conduct was in the best interests of the Association or not.

(4) No Member of the Executive Committee may be paid or receive any other benefit.

(5) A Member of the Executive Committee may not:

(a) sell goods, services or any interest in land to the Association;

(b) be employed by or receive remuneration from the Association;

(i) he or she is not prevented from so doing by sub-clause (4) of this

clause; and

(ii) the benefit is permitted by sub-clause (3) of this clause; or

(iii) the benefit is authorised by the Executive Committee in accordance with the

conditions in sub-clause (6) of this clause.

(6) (a) If it is proposed that a Member of the Executive Committee should receive a benefit from the Association that is not already permitted under sub-clause (3) of this clause, he or she must:

(i) declare his or her interest in the proposal;

(ii) be absent from that part of any meeting at which the proposal

is discussed and take no part in any discussion of it;

(iii) not be counted in determining whether the meeting is quorate;

(iv) not vote on the proposal.

(b) In cases covered by sub-clause (5) of this clause, those Members of the Executive Committee who do not stand to receive the proposed benefit must be satisfied that it is in the interests of the Association to contract with or employ that Member of the Executive Committee rather than with someone who is not a Member of the Executive Committee and they must record the reason for their decision in the minutes. In reaching that decision the Executive Committee must balance the advantage of contracting with or employing a member of the Executive Committee against the disadvantage of doing so.

(c) The Executive Committee may only authorise a transaction falling within paragraphs 5(a) – (c) of this clause if the Executive Committee body comprises a majority of the Executive Committee who will not received any such benefit.

(d) If the Executive Committee fail to follow this procedure, the resolution to confer a benefit upon the Member of the Executive Committee will be void and the Executive Committee must repay to the Association the value of any benefit received by the Member of the Executive Committee from the Association.

(7) A Member of the Executive Committee must absent himself or herself from any discussions of the Executive Committee in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Association and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter.

5 Dissolution.

(1) If the members resolve to dissolve the Association the Executive Committee will remain in office as Association Executive Committee and be responsible for winding up the affairs of the Association in accordance with this clause.

(2) The Executive Committee must collect in all the assets of the Association and must pay or make provision for all the liabilities of the Association.

(3) The Executive Committee must apply any remaining property or money:

(a) directly for the Objects;

(b) by transfer to any other organisation(s) or charity(ies) whose objects are the same as or similar to the Association;

(4) The members may pass a resolution before or at the same time as the resolution to dissolve the Association specifying the manner in which the Executive Committee are to apply the remaining property or assets of the Association and the Executive Committee must comply with the resolution if it is consistent with paragraphs (a) and (b) inclusive in sub-clause (3) above.

(5) In no circumstances shall the net assets of the Association be paid to or distributed among the members of the Association (except to a member that is itself an association).

6 Amendments.

(1) Any provision contained in Part 1 of this constitution may be amended provided that:

(a) no amendment may be made that would have the effect of making the Association cease to be a Association at law;

(b) no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to the Association;

(d) any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting.

(2) Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.

PART 2

7 Membership.

(1) Membership is open to all individuals societies and other bodies that are in accord with the Objects of the Association as expressed in paragraph 3 on payment of an annual subscription.

(2) The annual subscription paid by members shall be agreed from time to time for the following year at the Annual General Meeting on advice from the Executive Committee.

(3) Membership of the association shall be deemed to include the spouse or partner of the member in joint membership.

(4) The ‘membership year’ shall commence on 1st January each year. Generally all memberships expire on 31st December each year, irrespective of the date of commencement of membership. When deemed necessary for the purposes of encouraging new members the Executive Committee may decide to alter this ruling.

(5) Questions concerning membership eligibility and continuation of membership shall be determined by the Executive Committee whose decision will be put before the next Annual General Meeting. Until such time the Executive Committee’s decision is final.

(6) (a) The Executive Committee may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Association to refuse the application.

(b) The Executive Committee must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

(c) The Executive Committee must consider any written representations the applicant may make about the decision. The Executive Committee’s decision following any written representations must be notified to the applicant in writing but shall be final.

(7) Membership is not transferable to anyone else.

(8) The Executive Committee must keep a register of names and addresses of the members which must be made available to any member upon request and in accordance with the provisions of the Data Protection Act 1998.

8 Termination of Membership.

Membership is terminated if:

(1) the member dies or, if it is an organisation, ceases to exist;

(2) the member resigns by written notice to the Association unless, after the resignation, there would be fewer than two members;

(3) where any sum due from the member to the Association is not paid in full within six months of it falling due;

(4) the member is removed from membership by a resolution of the Executive Committee that it is in the best interests of the Association that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:

(a) the member has been given at least twenty-one days’ notice in

writing of the meeting of the Executive Committee at which the resolution will

be proposed and the reasons why it is to be proposed;

(b) the member or, at the option of the member, the member’s

representative (who need not be a member of the Association) has been

allowed to make representations to the meeting.

(5) Where termination of membership occurs as described in 8(1) and 8(2) above and the member is part of a joint membership, then the remaining joint member shall continue in membership for the current membership year.

9 General meetings.

(1) The Association must hold a general meeting within twelve months of the date of the adoption of this constitution.

(2) An Annual General Meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.

(3) All general meetings other than Annual General Meetings shall be called Quarterly Meetings.

(4) The Executive Committee may call an Extraordinary General Meeting at any time.

(5) The Executive Committee must call an Extraordinary General Meeting if requested to do so in writing by at least five members. The request must state the nature of the business that is to be discussed. If the Executive Committee fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.

10 Notice.

(1) The minimum period of notice required to hold any Quarterly Meeting or special general meeting is fourteen clear days from the date on which the notice is received by the member or the day on which it is deemed to have been given.

(2) A special general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote.

(3) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an Annual General Meeting, the notice must say so.

(4) The notice must be given to all the members and to the Executive Committee.

11 Quorum.

(1) No business affecting the organisation of the Association shall be transacted at any Quarterly Meeting or special general meeting unless a quorum is present.

(2) A quorum is one tenth of the total membership at the time.

(3) The authorised representative of a member organisation shall be counted in the quorum.

(4) If: (a) a quorum is not present within half an hour from the time appointed for the meeting; or

(b) during a meeting a quorum ceases to be present, the business shall be adjourned to the next Quarterly Meeting or Extraordinary General Meeting or such time and place as the Executive Committee shall determine.

12 Chairmanship.

(1) General meetings shall be chaired by the person who has been elected as Chairman or Vice Chairman.

(2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Member of the Executive Committee nominated by the Executive Committee shall chair the meeting.

(3) If there is only one Member of the Executive Committee present and willing to act, he or she shall chair the meeting.

(4) If no Member of the Executive Committee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.

13 Adjournments.

(1) The members present at a meeting may resolve that the meeting shall be adjourned.

(2) The person who is chairing the meeting must decide the date time and place at which meeting is to be reconvened unless those details are specified in the resolution.

(3) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the reconvened meeting stating the date time and place of the meeting.

14 Votes.

(1) Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.

(2) A joint membership shall be treated as a single membership for the purpose of voting and accordingly shall have one vote only.

15 Representatives of Other Bodies.

(1) Any organisation that is a member of the Association may be represented at any meeting of the Association by no more than two of their own members, one of whom shall be the official representative with a single voting right.

(2) The organisation must give written notice to the Association of the name of its offiocial representative. The nominee shall not be entitled to represent the organisation at any meeting where a vote is cast unless the notice has been received by the Association. The nominee may continue to represent the organisation until written notice to the contrary is received by the Association.

(3) Any notice given to the Association will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The Association shall not be required to consider whether the nominee has been properly appointed by the organisation.

16 Officers and Executive Committee.

(1) The Association and its property shall be managed and administered by a committee comprising the Officers and other members elected in accordance with this constitution. The Officers and other members of the committee shall be the Executive Committee of the Association and in this constitution are together called “the Executive Committee”.

(2) The Association shall have the following Officers:

A chairman,

A vice-chairman

An honorary secretary,

An honorary minutes secretary

An honorary treasurer

An honorary editor.

(3) The chairman and vice-chairman shall serve for a maximum of three consecutive years in their respective posts. Each shall be then eligible for re-election to the same office, after an interval of at least twelve months, at a subsequent Annual General Meeting.

(4) A Member of the Executive Committee must be a member of the Association or the nominated representative of an organisation that is a member of the Association.

(5) No one may be appointed a Member of the Executive Committee if he or she would be disqualified from acting under the provisions of Clause 19.

(6) The number of Members of the Executive Committee shall be not less than three but (unless otherwise determined by a resolution of the Association in general meeting) shall not be subject to any maximum.

(7)The Executive Committee shall include a representative of the Cheshire County Council’s Libraries and Archives Service and the immediate past Chairman.

(8) A Member of the Executive Committee may not appoint anyone to act on his or her behalf at meetings of the Executive Committee.

17 The Appointment of Executive Committee.

(1) The Association in Annual General Meeting shall elect the Officers and the other Members of the Executive Committee.

(2) The Executive Committee may appoint any person who is willing to act as a Mamber of the Executive Committee as considered necessary.

(3) Each of the Members of the Executive Committee shall retire with effect from the conclusion of the Annual General Meeting next after his or her appointment but shall be eligible for re-election at that Annual General Meeting.

(4) No-one may be elected a Member of the Executive Committee or an Officer at any Annual General Meeting unless prior to the meeting the Association is given a notice that:

(a) is signed by a member entitled to vote at the meeting;

(b) states the member’s intention to propose the appointment of a person as a Member of the Executive Committee or as an officer;

(5) The appointment of a a Member of the Executive Committee, whether by the Association in general meeting or by the other Members of the Executive Committee, must not cause the number of Members of the Executive Committee to exceed any number fixed in accordance with this constitution as the maximum number of Members of the Executive Committee.

18 Powers of Executive Committee.

(1) The Executive Committee must manage the business of the Association and they have the

following powers in order to further the Objects (but not for any other purpose):

(a) to raise funds. In doing so, the Executive Committee must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;

(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(c) to borrow money and to charge the whole or any part of the property belonging to the Association as security for repayment of the money borrowed;

(d) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;

(e) to acquire, merge with or enter into any partnership or joint venture arrangement with any other Association formed for any of the Objects;

(f) to set aside income as a reserve against future expenditure;

(j) to obtain and pay for such goods and services as are necessary for carrying out the work of the Association;

(k) to open and operate such bank and other accounts as the Executive Committee consider necessary and to invest funds;

(l) to do all such other lawful things as are necessary for the achievement of the objectives.

(2) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Executive Committee.

(3) Any meeting of Executive Committee at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Executive Committee.

19 Disqualification and Removal of Executive Committee.

An Executive Committee Member shall cease to hold office if he or she:

(1) ceases to be a member of the Association;

(2) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(3) resigns by notice to the Association (but only if at least two Executive Committee will remain in office when the notice of resignation is to take effect).

20 Proceedings of Executive Committee.

(1) The Executive Committee may regulate their proceedings as they think fit, subject to the provisions of this constitution.

(2) Any Member of the Executive Committee may demand a meeting of the Executive Committee.

(3) The secretary must call a meeting of the Executive Committee if requested to do so by a Member of the Executive Committee.

(4) Questions arising at a meeting must be decided by a majority of votes.

(5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

(6) No decision may be made by a meeting of the Executive Committee unless a quorum is present at the time the decision is purported to be made.

(7) The quorum shall be five.

(8) A Member of the Executive Committee shall not be counted in the quorum present when any decision is made about a matter upon which that Member of the Executive Committee is not entitled to vote.

(10) The person elected as the Chairman or Vice-Chairman shall chair meetings of the Executive Committee.

(11) If the Chairman or Vice-Chairman is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Executive Committee present may appoint one of their number to chair that meeting.

(12) The person appointed to chair meetings of the Executive Committee shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Executive Committee.

21 Delegation.

(1) The Executive Committee may delegate any of their powers or functions to a committee of two or more Executive Committee but the terms of any such delegation must be recorded in the minutes.

(2) The Executive Committee may impose conditions when delegating, including the conditions that:

• the relevant powers are to be exercised exclusively by the committee to whom they delegate;

• no expenditure may be incurred on behalf of the Association except in accordance with a budget previously agreed with the Executive Committee.

(3) The Executive Committee may revoke or alter a delegation.

(4) All acts and proceedings of any Committee must be fully reported to the Executive Committee.

22 Minutes.

The Executive Committee must keep minutes of all:

(1) appointments of Officers and Executive Committee made by the Executive Committee;

(2) proceedings at meetings of the Association;

(3) meetings of the Executive Committee and Committee of Executive Committee including:

• the names of the Members of the Executive Committee present at the meeting;

• the decisions made at the meetings; and

• where appropriate the reasons for the decisions.

23 Annual Report and Return and Accounts.

(1) The Executive Committee must:

(a) keep accounting records for the Association for each financial year commencing on 1 April.

(b) prepare an annual statement of accounts for the Association;

(2) The Association at its Annual General Meeting shall appoint a suitable independent person to act as auditor for the purpose of examining the accounts of the Association at the end of each financial year.

24 Notices.

(1) Any notice required by this constitution to be given to or by any person must be:

(a) in writing; or

(b) given using electronic communications.

(2) Notice may be given to a member either:

(a) personally; or

(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or

(d) by giving it using electronic communications to the member’s address.

(3) A member who does not register an address with the Association or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Association.

(4) A member present in person at any meeting of the Association shall be deemed to have received notice of the meeting and of the purposes for which it was called.

(5) (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 properly addressed and sent shall be conclusive evidence that the notice was given.

(c) A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.

25 Rules.

The Executive Committee may from time to time make rules for the conduct of their business.

(1) The rules may regulate the following matters but are not restricted to them:

(a) the admission of members of the Association (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;

(b) the conduct of members of the Association in relation to one another, and to the Association’s employees and volunteers;

(c) the procedure at general meetings and meetings of the Executive Committee in so far as such procedure is not regulated by this constitution;

(d) the keeping and authenticating of records;

(e) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.

(2) The Association in general meeting has the power to alter, add to or repeal the rules.

(3) The Executive Committee must adopt such means as they think sufficient to bring the rules to the notice of members of the Association.

(4) The rules shall be binding on all members of the Association. No rule shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.

Signatures

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Constitution

www.cheshirehistory.org.uk