Club Constitution

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Constitution for King’s Lynn and District Camera Club adopted on the 15 April 2008 & amended 24 Nov 2008

1)            Adoption of the Constitution.

a) The Association and its property will be administered and managed in accordance with the provisions of this constitution.

2)            Name.

a) The name of the Association is King’s Lynn and District Camera Club (“the Club”)

3)            Objects.

a) The object of the Club shall be to advance, improve, develop and maintain public education and appreciation of photography in the area of King’s Lynn and District, through the provision of and assisting in the provision of instruction, lectures, discussions, competitions and exhibitions, and any such other ways as the Club through its Committee shall determine from time to time.

4)            Powers.

a) In furtherance of the objects but not otherwise the Committee may exercise the following powers:-

i) power to raise funds and to invite and receive contributions provided that in raising funds the Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Club;

iv) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;

v) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

vi) power to do all such other lawful things as are necessary for the achievement of the objects.

5)            Dissolution.

a) If the Committee decides that it is necessary or advisable to dissolve the Club it shall call a meeting of all members of the Club, for which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Committee shall have power to realise any assets held by or on behalf of the Club. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the Club as the members of the Club may determine or failing that shall be applied for some other charitable purpose.

6)            Alterations to the Constitution.

a) The Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

b) No amendment may be made which causes the Club to cease to be a charity in law.

7)            Membership.

a) Membership of the Club shall be open to any person aged 18 or over interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Committee. The Officers shall have authority to reduce or waive a subscription in the case of financial hardship of a member or potential member.

b) Every member shall have one vote.

8)            Termination of Membership

a) Membership is terminated if:-

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

ii) the member resigns by written notice to the Club unless, after the resignation, there would be less than two members;

iii) any sum due from the member to the Club is not paid in full within three months of it falling due;

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

i) the member has been given at least 21 days’ notice in writing of the meeting of the Committee at which the resolution will be proposed and the reasons why it is to be proposed;

ii) the member or, at the option of the member, the member’s representative (who need not be a member of the Club) has been allowed to make representations to the meeting.

9)            General meetings

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

b) An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.

c) All general meetings other than annual general meetings shall be called special general meetings.

d) The Committee may call a special general meeting at any time.

e) The Committee must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the Committee fails 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)          Meetings and proceedings of the Committee.

a) The Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the Chair or by any two members of the Committee upon not less than 14 days’ notice being given to the other members of the Committee 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.

b) The chairman shall act as chairman at meetings of the Committee. If the chairman is absent from any meeting, the members of the Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

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

d) Every matter shall be determined by a majority of votes of the members of the Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.

e) The Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Committee and any sub-committee.

f) The Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

g) The Committee may appoint one or more sub-committees consisting of three or more members of the Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Committee.

11)          Notice

a) The minimum period of notice required to hold any general meeting of the Club is 14 days from the date on which the notice is deemed to have been given.

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

c) 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.

d) The notice must be given to all the members.

12)          Quorum

a) No business shall be transacted at any general meeting unless a quorum is present.

b) A quorum is ten members entitled to vote upon the business to be conducted at the meeting; or one-tenth of the total membership at the time, whichever is the greater.

c) If a quorum is not present within half an hour from the time appointed for the meeting or during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the members shall determine.

d) The members must re-convene the meeting and must give at least 7 days’ notice of the re-convened meeting stating the date time and place of the meeting.

e) If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting.

13)          Chair

a) General meetings shall be chaired by the person who has been elected as Chair.

b) 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 Committee nominated by the Committee shall chair the meeting.

c) If there is only one member of the Committee present and willing to act, he or she shall chair the meeting.

d) If no member of the 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.

14)          Adjournments

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

b) The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution.

c) No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.

d) If a meeting is adjourned by a resolution of the members for more than 7 days, at least 7 days’ notice shall be given of the re-convened meeting stating the date time and place of the meeting.

15)          Votes

a) 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.

b) A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members

16)          Officers and Members of the Committee

a) The Club 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 Committee.

b) The Club shall have the following Officers:-

i) A chair,

ii) A vice-chair

iii) A secretary,

iv) A treasurer.

c) A member of the Committee must be a member of the Club.

d) No one may be appointed a member of the Committee if he or she:-

i) is disqualified for acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

ii) ceases to be a member of the Club;

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

iv) resigns as a member by notice to the Club (but only if at least two Committee members will remain in office when the notice of resignation is to take effect); or

v) is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.

e) The number of members of the Committee shall be not less than six nor more than nine.

f) The first members of the Committee (including Officers) shall be those persons elected at the meeting at which this constitution is adopted.

g) A member of the Committee may not appoint anyone to act on his or her behalf at meetings of the Committee.

17)          The Appointment of the Committee

a) The Club in general meeting shall elect the Officers and the other members of the Committee from amongst the members.

b) Each of the members of the 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.

c) No-one may be elected an Officer or member of the Committee at any annual general meeting without the explicit agreement of the person nominated

18)          Receipts and expenditure.

a) The funds of the Club, including all donations contributions and bequests, shall be paid into an account operated by the Committee in the name of the Club at such bank as the Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Committee.

b) A member may pay out of, or be reimbursed from, the property of the Club reasonable expenses properly incurred by him or her when acting on behalf of the Club.

c) The funds belonging to the Club shall be applied only in furthering the objects.

19)          Proceedings of Committee.

a) The Committee may appoint not more than 3 co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Committee would be co-opted members. Each appointment of a co-opted member shall be made at a meeting of the Committee and shall take effect from the end of that meeting 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 post becomes vacant.

b) All the members of the Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.

c) 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 member.

d) No member of the Committee may receive remuneration or be interested (otherwise than as a member of the Committee) in any contract entered into by Committee.

20)          Minutes

a) The Officers must keep minutes of all meetings of the Club including:-

i) the decisions made at the meetings; and

ii) where appropriate, the reasons for the decisions.

21)          Accounts.

a) The Committee shall:-

i) keep accounting records for the Club;

ii) prepare an annual statement of account for the Club;

iii) ensure the auditing or independent examination of the statements of account of the Club.

22)          Repair and insurance

a) The Committee must keep in repair and insure as appropriate equipment against usual risks. They must also insure suitably in respect of public liability.

23)          Notices

a) Any notice required by this constitution to be given to or by any person must be:-

i) in writing; or

ii) given using electronic communications.

b) The Club may give any notice to a member either:-

i) personally; or

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

iii) by leaving it at the address of the member; or

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

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

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

e) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.

f) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.

g) 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.

24)          Rules

a) The Committee may from time to time make rules or bye-laws for the conduct of the Club.

b) The bye-laws may regulate the following matters but are not restricted to them:-

i) the admission of members of the Club and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;

ii) the conduct of members of the Club in relation to one another;

iii) the procedure at general meeting and meetings of the Committee in so far as such procedure is not regulated by this Constitution;

iv) the keeping and authenticating of records;

v) generally, all such matters as are commonly the subject matter of the rules of Club.

c) The Club in general meeting has the power to alter, add to or repeal the rules or bye-laws.

d) The Committee must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the Club.

e) The rules or bye-laws shall be binding on all members of the Club. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.

25)          Arrangements until first Annual General Meeting.

a) Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Committee were references to the persons whose signatures appear at the bottom of this document.

 

Signed by the Committee as elected on 26 November 2007

Mike Gill……………………………………………Chairman

John Barrett………………………………………Vice-chairman

Mike Brindle………………………………………Secretary

Vanessa Shipp …………………………………Treasurer

Nigel Downer…………………………………….Member

David Hennessey………………………………Member

John Nockolds…………………………………..Member

15 April 2008

Amended at AGM 24 Nov 08       Para 6b added

Signed                                  M Gill (Chairman)

M Brindle (Secretary)     2/12/08