(A society registered with the Civic Trust) As amended and presented for adoption at the Annual General Meeting held on 15 January 2003
The name of the Society shall be the Kingston upon Thames Society
The Society is established for the public benefit for the following purposes in the Royal Borough of Kingston upon Thames, which area shall hereinafter be referred to as ‘the area of benefit’
(1) To promote high standards of environmental design, planning and architecture in or affecting the area of benefit
(11) To educate the public in the environment, history, natural history and architecture of the area of benefit.
(111) To secure the preservation , protection, development and enhancement of features of historic or public interest in the area of benefit
In furtherance of the said purposes, but not otherwise the Society through its Executive Committee shall have the following powers:
(1) To promote civic pride in the area of benefit
(2) To promote research into subjects directly connected with the objects of the Society and to publish the results of such research
(3) To act as a co-ordinating body and to co-operate with the local authorities, planning committees, and all other statutory authorities, voluntary organisations, charities and persons having aims similar to the Society
(4) To promote or assist in promoting activities of a charitable nature in the area of benefit
(5) To publish papers, reports and other literature
(6) To make surveys and prepare maps and plans and collect information in relation to any place, erection or building of beauty or historic interest within the area of benefit
(7) To hold meetings, lectures and exhibitions
(8) To educate public opinion and to give advice and information
(9) To raise funds and to invite and receive contributions from any person or persons by way of subscriptions, donation and otherwise; provided that the Society shall not undertake any permanent trading activities in raising funds for its primary purpose
(10) To acquire, by purchase, gift or otherwise, property whether subject to any special trust or not
(11) Subject to such consents as may be required by law, to sell, let, mortgage, dispose of or turn to account all or any of the property or funds of the Society as shall be necessary
(12) Subject to such consents as may be required by law, to borrow or raise money for the purposes of the Society on such terms and on such security as the Executive Committee shall think fit, but so that the liability of individual members of the society shall in no case extend beyond the amount of their respective annual subscriptions
(13) To do all such other lawful things as are necessary for the attainment of the said purposes.
Membership shall be open to all who are interested in actively furthering the purposes of the Society. No member shall have power to vote at any meeting of the society if his or her subscription is in arrears at the time. Corporate members shall be such societies, associations, educational institutions or businesses as are interested in actively furthering the purposes of the Society.
A corporate member shall appoint a representative to vote on its behalf at meetings, but before such a representative exercises his or her vote the corporate member shall give particulars in writing to the Hon Secretary of such representative.
The Society’s year commences on September 1. The subscription of a member joining the Society in the three months preceding August 31 in any one year shall be regarded as covering membership for the Society’s year following the date of joining.
There shall be four classes of membership: Individual Membership, Membership of two or more members in the same household, Life Membership, and Corporate Membership. The minimum subscription for each class of membership shall be such a sum as the Executive Committee shall from time to time determine, subject to the approval of a simple majority of members voting at an Annual General Meeting or Special General Meeting.
An additional class of Honorary Membership may be granted by the Executive Committee to persons who have made an outstanding contribution to the work of the Society.
An Annual General Meeting shall be held not later than the end of January in each year to receive the Executive Committee’s report and accounts as certified by an independent examiner or auditor, and to elect Officers and Members of the Committee, and to transact any other business that may arise.
General Meetings shall be held at the written request of fifteen or more members whose subscriptions are fully paid up, or by decision of the Executive Committee. the quorum at all general Meetings shall be twenty-five members, or one quarter of the total number of members, which ever is the fewer.
The Committee shall give at least fourteen days’ notice to the members of all General Meetings of the Society, and notice of motions for consideration at the Annual General Meeting shall be submitted to the Honorary Secretary not less than seven days before the meeting. Ordinary meetings of the Society shall be called at the discretion of the Executive committee, which shall endeavour to give adequate notice of such meetings to every member.
Nominations for the election of Officers shall be made in writing to the Hon Secretary at least seven days before the Annual General Meeting. Such nominations shall be supported by a seconder and the consent of the proposed nominee must first have been obtained.
The election of Officers shall be completed before the election of further Committee members. Nominees for election as Officers or Committee members shall declare at the Annual General Meeting at which their election is to be considered any financial or professional interest known or likely to be of concern to the Society.
The Officers of the society shall consist of: Chairman, not more than two Vice-Chairmen, Hon Treasurer, Honorary Secretary. Other Committee members may from time to time be asked to share the functions of Secretary in areas such as minute taking, planning scrutiny and arrangements for meetings.
All Officers shall relinquish their office every year and shall be available for re-election at the Annual General Meeting. A president, by Society tradition the Mayor of Kingston, and Vice-President may also be elected at a General Meeting of the Society, for periods to be decided at such a meeting. The Executive Committee shall have the power to fill casual vacancies among the Officers of the Society.
7. EXECUTIVE COMMITTEE
The Executive Committee shall be responsible for the management and administration of the Society. It shall consist of the Officers and not fewer than six and not more than twelve further members. All members shall be 18 years of age or over. The Committee shall have the power to co-opt further members, who shall attend in an advisory and non voting capacity. If equal votes are cast the chairman shall have a second or casting vote. The President and Vice-Presidents may attend any meeting of the Executive committee, but the President shall not vote at any such meeting.
Nominations for election to the Executive committee shall be made at or before the Annual General Meeting. Such nominations shall be in writing supported by a seconder, and the consent of the proposed nominee must first have been obtained. If the nominees exceed the number of vacancies, a ballot shall take place. Members of the Executive Committee shall be elected annually at the Annual General Meeting, and outgoing members may be re-elected.
The Executive Committee shall meet not fewer than six times a year at intervals of not more than two months, and the Hon Secretary shall give all members not less than seven days’ notice of each meeting. The quorum shall as near as may be, comprise one third of the members of the Executive Committee. The Executive Committee shall have the power to fill up to three casual vacancies occurring among members of the Committee.
The Executive Committee may constitute such sub-committees from time to time as shall be considered necessary. the chairman and secretary of each sub-committee shall be appointed by the Executive Committee, and all actions and proceedings of each sub-committee shall be reported to and be confirmed by the Executive committee as soon as possible. Members of the Executive Committee may be members of any sub-committee. Sub-committees shall be subordinate to and may be regulated or dissolved by the Executive committee.
9. DECLARATION OF INTEREST
It shall be the duty of every member who is in any way directly or indirectly interested financially or professionally in any item discussed at any meeting of the Society (including any meetings of any Committee or sub-committee) at which he or she may be present to declare such interest, and he or she shall not discuss such item (except by invitation of the chairman) or vote thereon.
10. EXPENSES OF ADMINISTRATION AND APPLICATION OF FUNDS
The Executive Committee shall, out of funds of the Society, pay all proper expenses of administration and management of the Society. After the payment of such expenses and the setting aside to reserve of such sums as may be deemed expedient, the remaining funds shall be applied by the Executive Committee in furtherance of the purposes of the Society.
All money at any time belonging to the Society and not required for immediate application for its purposes shall be invested by the Executive committee in or upon such investment, securities, or properties as it may think fit, subject nevertheless, where appropriate, to such authority, approval or consent by the Charity Commissioners as for the time being be required by law or by the special trusts affecting any property in the hands of the Executive Committee.
Any freehold and leasehold property acquired by the Society shall, and if the Executive committee so directs any other property belonging to the Society may, be vested in trustees who shall deal with such property as the Executive committee may from time to time direct. Any trustees shall be at least three in number, and must be aged 18 years or over, or as a trust corporation. the power of appointment of new trustees shall be vested in the Executive committee. A trustee need not be a member of the Society, but no person whose membership lapses by virtue of Clause 4 hereof shall thereafter be qualified to act as a trustee unless and until re-appointed as such by the Executive committee. the Honorary Secretary shall from time to time notify the trustees in writing of any amendment hereto, and the trustees shall not be bound by any such amendments in their duties as trustees unless such notice has been given. The Society shall be bound to indemnify the trustees in their duties (including the proper charge of a trustee being a trust corporation) and liability under such indemnity shall be a proper administrative expense.
The Executive committee shall comply, where appropriate, with their legal obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to: (1) the keeping of accounting records for the Society (2) the preparation of the annual statements for the Society (3) the independent examination or auditing of the statements of account for the Society: and (4) the transmission of the statements of account of the Society to the Charity Commissioners.
14. ANNUAL REPORT AND ANNUAL RETURNS
The Executive Committee shall comply, where appropriate, with their legal obligations under the Charities Act 1993 ( or any statutory re-enactment or modification of the Act) with regard to the preparation of an annual report and annual return and their transmission to the Charity Commissioners.
This Constitution may be amended by a two-thirds majority of members present at an Annual General Meeting or Special General Meeting of the Society, provided that 28 days notice of the proposed amendment has been given to all members, and provided that nothing herein contained shall authorise any amendment the effect of which would be to cause the Society at any time to cease to be a charity in law, and provided further that no amendment shall be made to Clause2, Clause17 or this clause until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained.
Any notice required to be given by this Constitution shall be deemed to be duly given if left at or sent by prepaid post addressed to the address of that member last notified to the Secretary.
17. WINDING UP
The Society may be dissolved by a two-thirds majority of members voting at an Annual General Meeting or special General Meeting of the Society confirmed by a simple majority of members voting at a Special General Meeting held not less than fourteen days after the previous meeting. If a motion for the dissolution of the Society is to be proposed at an Annual General Meeting or a Special Meeting, this motion shall be referred to specifically when notice of the meeting is given. In the event of the dissolution of the Society the available funds of the Society shall be transferred to such one or more charitable institutions having objects similar to those herein before declared as shall be chosen by the Executive Committee and approved by the Meeting of the Society at which the decision to dissolve the Society is confirmed. On dissolution the minute books and other records of the Society shall be deposited with the Borough Archives of Kingston upon Thames.