Constitution and Rules for the Cookham Society

Constitution adopted at the AGM on the ..........................day of...............................2004.

1.                 Name.      

 The name of the Society is The Cookham Society  (“the Charity”).

2.                 Objects.  

The Charity’s objects (“the objects”) are, for the benefit of the public, to protect, preserve, develop and improve features of general public amenity and historic, architectural or artistic interest, or natural interest or beauty within the geographical area known as "the Cookhams" in Berkshire.  The Charity is neither political or sectarian.

3.                  Administration and Powers.   

The Charity and its property shall be administered and managed in accordance with this constitution by the Committee, which may exercise the following powers:

3.1       to raise funds and to invite and receive contributions, provided that the Committee shall conform to any relevant legal requirements;

3.2       to deal in any property necessary to achieve the objects and to maintain and equip it for use;

3.3       subject to any legal consents, to borrow money and  to charge all or any part of the property of the Charity with repayment of the money so borrowed;

3.4              to employ such staff as are required for the proper pursuit of the objects;

3.5              to appoint a President and Vice President; 

3.6              to fill vacancies in the Committee pursuant to clause 7;

3.7             to appoint advisory and other sub-committees and to delegate to such sub-committees such of its powers as it shall think fit;

3.8             to fix subscription rates from time to time;

3.9             to do all such other lawful things which the Committee considers necessary to achieve the objects.

4.          Membership.   Membership of the Charity shall be open:

4.1       to any person interested in furthering the objects and who has paid the subscription (“Individual Member”);

4.2              to any body corporate or unincorporated association which is interested in furthering the objects and has paid the subscription (“Member Organisation”).

5.       Rules Concerning Membership.

5.1       The Committee may permit a single subscription to be paid in respect of all the persons residing in one household who are not  Individual Members ( Family Group Membership).

5.2       Each Individual Member and Member Organisation shall have one vote. The persons in a Family Group Membership shall have one vote between them.

5.3       Each Member Organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity, and in order to vote such individual must produce written evidence of  appointment.

5.4       The Committee shall have power to refuse membership or to expel any member or take such other disciplinary action as it deems appropriate if, in its opinion, the member has been associated with behaviour likely to bring the Charity into disrepute or has otherwise behaved in a manner likely to prejudice the reputation or interests of the Charity.  No member or representative shall be subject to any such action unless he/she/it has first been given written details of the complaints made  and not less than 14 days' written notice to attend a meeting of the Committee at which the member or representative shall be given opportunity to answer those complaints.  At such meeting, the member or representative shall be entitled to be accompanied by another member of the Charity.  No disciplinary action shall be taken unless at least two-thirds of the Committee then present shall so vote.

6.           Officers and Trustees.

6.1       At the Annual General Meeting the members of the Charity shall elect a Chairman, Vice Chairman,  Secretary and Treasurer (“the Officers”) to hold office from the end of that meeting.

6.2       The Officers for the time being shall be the Trustees of the Charity.

7.       The Committee.

7.1       The Committee shall consist of the Officers and 15 ordinary members (together herein referred to as “the Committee members”)

7.2       The Committee may co-opt a Committee member to fill a position which is not filled at an AGM or which falls vacant for any reason before an AGM..

7.3       All Committee members shall retire from office at the AGM following the one at which they came into office but they may then be re-elected.

7.4       The proceedings of the Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a committee member.

7.5       The President and Vice President shall be entitled to attend and speak at committee meetings but not (unless also a Committee member) to vote.

8.          Determination of Committee Membership.

8.1       A Committee member shall cease to hold office if he/she:

8.1.1    is disqualified from acting by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification thereof);

8.1.2            becomes incapable by reason of mental disorder, illness or injury of managing and administering his/her own affairs;

8.1.3    is absent without the permission of the Committee from all their meetings held within six months and the Committee resolve that his or her office be vacated;

8.1.4    resigns by notice to the Committee in writing.

9.          Committee Members not to be personally interested.

9.1       Subject to the provisions of clause 9.2, no Committee member shall acquire any interest in property belonging to the Charity (otherwise than as a Custodian) or receive remuneration or be interested (otherwise than as a member of the Committee) in any contract entered into by the Society’s Committee.

9.2                Any Committee member may be paid reasonable charges for business done by him or his firm when instructed by the other members of the Committee to act on behalf of the Charity provided that at no time shall a majority of the Committee members benefit under this provision.

9.3       A Committee member who has an interest in an issue before the Committee or any sub-committee must declare it and must not vote on that issue.

10.          Committee Meetings and Proceedings.

10.1     The Committee shall hold at least five ordinary meetings each year.

10.2          The Chairman shall chair meetings.  If absent, the Vice Chairman shall do so.  If he/she is also absent, the Committee members shall elect one of their number to act as Chairman before any business is transacted.

10.3     There shall be a quorum when a majority of the Committee for the time being are present at a meeting.

10.4     Save as otherwise specified in this Constitution and Rules, every matter shall be determined by a majority of votes of the Committee members present and voting on the question but in the case of equality of votes the Chairman of the meeting shall have the casting vote.

10.5     The Committee shall keep minutes of the proceedings at meetings of the Committee and any sub-committee.

11.          Property.

11.1     Subject to the provisions of this clause, the Committee shall cause title to all land held by or in trust for the Charity which is not vested in the Official Custodian for Charities and all investments held by or on behalf of the Charity (“the property”) to be vested either in a corporation entitled to act as custodian trustee, to which reasonable remuneration may be paid, or in not less than two or more than four Custodians.

11.2     The Custodians shall deal with the property as directed by the Committee

11.3     The Custodians shall be appointed by the Committee and shall hold office for life or until they resign or are removed by the Committee.

11.4     The Custodians shall be unpaid but shall be entitled to an indemnity out of the assets of the Charity for all expenses and other liabilities properly incurred by them in the discharge of their duties.

11.5     If a corporation entitled to act as custodian trustee has not been appointed as above, and whether or not Custodians have been appointed, the Committee may permit any investments held by or in trust for the Charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Charity, and may pay such nominee reasonable remuneration for acting.

12.          Finance and Accounts.

12.1     The Committee shall ensure that full and proper records, annual accounts and statutory returns are kept and comply with current Charities Acts and also that an annual Independent Examination is performed by a qualified accountant.

12.2     All monies received shall be paid into an account operated by the Committee in the Society’s name at such bank or banks as the Committee shall decide. All cheques drawn must be signed by at least two Committee members.

13.          Annual General Meeting. (“AGM”)

13.1     There shall be an AGM held by 31^st March in each calendar year.

13.2     Every AGM shall be called by the Committee.  Written notice shall be given at least 21 days before the meeting to all members of the Charity and may be contained within a circular newsletter.  Any inadvertent failure to give such notice shall not invalidate the meeting save that no resolution to alter the constitution may be entertained unless proper notice has been given.  Such notice shall contain an agenda and a list of the present Committee Members, showing which are willing to be re-elected for the ensuing period. All members of the Charity shall be entitled to attend and vote at the meeting.

13.3     The Chairman shall be as for Committee meetings.

13.4            Nominations for election of a member as an Officer or ordinary member of the Committee must be made by two members of the Charity in writing, consent having been given by the nominee, and must be in the hands of the Secretary of the Committee at least 7 days before the meeting.  Should nominations exceed vacancies, election shall be by ballot.  Nominations are not required for any Committee member who is already a Committee member and who wishes to stand for re-election in his current post.

13.5     The secretary or other person appointed by the Committee shall keep a full record of proceedings at every AGM.

13.6     There shall be a quorum when at least ten members of the Charity , not being Committee members, are present at any AGM.

13.7     Every matter shall be determined by a majority of votes of the members of the Charity present and eligible to vote on the question, but in the case of equality of votes the Chairman of the meeting shall have the casting vote.

13.8     The AGM shall transact the following business:

13.8.1  To receive the minutes of the previous AGM

13.8.2  To receive the reports of the Officers of the activities of the Charity during the previous year

13.8.3  To receive the accounts of the Charity for the preceding calendar year

13.8.4  To elect the Officers and ordinary members of the Committee for the following twelve months whose appointment shall take effect immediately after the end of the AGM

13.8.5  To vote on any proposal for the alteration of this constitution

13.8.6 Any Other Business.   A member may raise any matter for informal discussion and make recommendations to the Committee.

14.            Extraordinary General Meeting (EGM)

14.1          The Committee may call an EGM for the following purposes:

14.1.1  To propose an alteration to the Constitution and Rules pursuant to Clause 16.

14.1.2  To propose the dissolution of the Charity pursuant to Clause 17.

14.2     Not less than 20 members may call an EGM for the following purpose:

14.2.1  To discuss any matter and make recommendations to the Committee.

14.3     Notice and proceedings for an EGM shall be as for an AGM.

15.          Notices. 

Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 7 days of posting.

16.          Alterations to the Constitution.

16.1     Subject to the following provisions of this clause, the Constitution may be altered by a resolution passed by not less than two thirds of the members of the Charity present and voting at an AGM or EGM.

16.2     The notice of the AGM or EGM must include notice of the resolution, setting out the terms of the alteration proposed.

16.3     At the AGM or EGM in question the proposed alteration may be passed subject to amendments proposed and agreed at the meeting but no new alteration may be proposed.

16.4        No amendment may be made to clause 1 (the name),  clause 2 (objects), clause 9

(Committee members not to be personally interested), clause 17 (dissolution) or   this clause without the prior consent in writing of the Charity Commissioners.

16.5    No amendment may be made which would have the effect of causing the Charity to cease to be a charity at law.

17.          Dissolution.

A proposal to dissolve the Charity may only be presented at an EGM.  If the proposal is passed by a two-thirds majority of the members of the Charity present and voting the Committee shall have power to realise any assets held by or on behalf of the Charity. 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 Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose.