Cambridgeshire and Huntingdonshire Constitution

This amended Constitution was approved by the membership at the Annual General Meeting on 9 May 2020

Registered Charity Number 278815

CONSTITUTION OF THE SOCIETY

A. NAME

The name of the Society shall be the " Cambridgeshire and Huntingdonshire Family History Society" ("The Charity").

B. ADDRESS

The recognised address for the Charity for correspondence shall be that of the Secretary.

C. ADMINISTRATION

Subject to the matters set out below, the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by Clause H of this constitution ("The Executive Committee").

D. OBJECT

The object of the Society is to advance the education of the public in the study of Family History with particular reference to Genealogy and Heraldry. In furtherance of the above object but not further or otherwise the Society may:
 

• hold lectures, outings, members’ meetings discussions and issue publications ;
• collect and make accessible, transcripts of documents and publications relating to the historic counties of Cambridgeshire the Isle of Ely and Huntingdonshire;
• promote the preservation of documents and records relating to the said counties.
• exchange information with other Societies.
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E. POWERS

In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

• Power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law.
• 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.
• Power, subject to any consents required by the law, to sell, lease or dispose of all or part of the property of the Charity.
• Power, subject to any consents required by the law, to borrow money and charge all or any part of the property of the Charity with repayment of the money so borrowed.
• Power to pay honoraria to officers or employ such staff (who shall not be members of the Executive Committee as of right but may attend its meeting but not vote) as are necessary for the proper pursuit of the objects and make all reasonable and necessary provision for the payment of pensions and superannuation to the staff and their dependents, subject to approval by a general meeting.
• Power to co-operate with other charities, voluntary bodies and statutory authorities in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them.
• Power to establish and support any charitable trusts, associations and institutions formed for all or any of the objects.
• Power to appoint any Honorary Officer should any vacancy arise.
• Power to appoint and constitute such advisory committees, study centre or groups as the Executive Committee may think fit.
• Power to establish Meeting Centres and Special Interest Groups for the furtherance of the Charity's objects
• Power to do all such other lawful things as are necessary for the achievement of the objects.

F. MEMBERSHIP

Membership of the Charity shall be open to :

• individuals who are interested in furthering the work of the Charity and who have paid the annual subscription approved by the Annual General Meeting and
• any body corporate or unincorporated which is interested in furthering the Charity's work and has paid the annual subscription (any such body being called in this constitution a "member organisation"), provided that the total number of member organisations shall not exceed 20% of the total membership.

There shall be five classes of membership:
 

• Full Membership with entitlement of one vote at General and Special Meetings
• Joint Membership for two people registered at same address each entitled to one vote at General and Special Meetings
• Student Membership, open to those over the age of 14 but under the age of 18 who have submitted their date of birth, who will not be able to vote.
• Subscribing Member Organisations, entitling a nominated representative to one vote at General and Special Meetings
• Honorary Life Membership, which may be conferred upon a member deemed to have rendered outstanding service to the Society.Such membership must be proposed by no less than five other members including one officer and confirmed by a majority of Executive Committee Members so proposed may be elected at a General Meeting. Such Honorary Life Members shall have the same rights and privileges as full members.

Each Member Organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity, and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.

Each member organisation shall notify the Secretary the representative appointed by it and of any alternate. If the appointed representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.

The Executive Committee shall maintain a list of members and their contact details.

A two-thirds majority of the Executive Committee may for good reason terminate the membership of any individual or member organisation, provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

G. HONORARY OFFICERS

The Honorary Officers (including the Chairman, Vice Chairman, Secretary and Treasurer) shall be properly proposed and seconded and elected at the Annual General Meeting of the Charity.

H. EXECUTIVE COMMITTEE

The Executive Committee shall consist of not less than eight members and not more than 12 members being:The honorary officers specified in Clause G

Not less than four and not more than eight members elected at the Annual General Meeting who shall hold office from the conclusion of that meeting.

The Executive Committee may in addition appoint not more than two co-opted members, but no one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co- opted member shall be made at a special meeting of the Executive Committee called under Clause J1 and shall take effect from the close of that meeting unless the appointment is to fill a place which has not then been vacated, or for a specific purpose identified by the Executive Committee, in which case the appointment shall run from the date when the post becomes vacant or the specific task is identified. Such co- opted members may vote at meetings as if they were elected members of the Executive Committee.No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act at all times in the best interests.

All members of the Executive Committee shall retire from office together at the end of the Annual General Meeting next after the date on which they came to office but they may be re-elected or re-appointed.

The proceedings of the Executive 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.

No one shall be appointed as a member of the Executive Committee who is aged under 18.

Nominations for election to the Executive Committee shall be in writing, signed by two other members and received by the Secretary not less than seven clear days prior to the Annual General Meeting, the day of the meeting not counting.

When vacancies occur during the year, replacements must be nominated and seconded before they commence their work.

The Executive Committee shall have full power to authorise expenditure and in an emergency, the power shall rest with the Chairman with the concurrence of and in consultation with the Vice Chairman, Secretary and Treasurer. Any such emergency expenditure must be reported to the Executive Committee.

The Charity's property shall be under the control of the Executive Committee. All assets, financial or in kind, held on behalf of the Charity at a Centre or by an individual member, belong to the Charity. No officer or member of the Charity can lay claim to the assets, and must on request relinquish any such items to the Executive Committee.

I. TERMINATION OF MEMBERSHIP OF THE EXECUTIVE COMMITTEE

A member of the Executive Committee shall cease to hold office if he or she: is
 

• disqualified from acting as a member of the Executive Committee by virtue of Section 72 of the Charities Act 1993 (or an statutory re-enactment or modification of that provision).
• becomes incapable by reason of mental disorder, illness or injury of managing or administering his or her own affairs for six months.
• is absent without permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
• notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
• is deemed by at least six members of the Executive Committee to have constantly and consistently failed to have carried out his or her prescribed duties.

J. EXECUTIVE COMMITTEE MEMBERS TO HAVE NO PERSONAL INTEREST

At least five Executive Committee members including the Chairman, Secretary and Treasurer, will act as Trustees of the Charity for the purposes laid down by the Charity Commissioners of England and Wales. Except with the prior written approval of the Charity Commissioners no Trustee may:
 

• receive any benefit in money or in kind from the Charity or;
• a financial interest in the supply of goods or services to the Charity; or
• acquire or hold any interest in property of the Charity (except in order to hold it as a Trustee of the Charity.

K. MINUTES AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE

The Executive Committee shall hold at least six ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Executive Committee upon not less than four days' notice being given to other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of co-opted member then not less than 21 days' notice must be given.

The Chairman shall act as Chairman at meetings of the Executive Committee. If the Chairman is absent from any meeting then the Vice Chairman shall act as Chairman. If both are absent then the members of the Executive Committee present shall choose one of their number to be Chairman of the meeting before any business is transacted.

There shall be a quorum when at least one third of the members of the Executive Committee for the time being or three members of the Executive Committee, which ever is the greater, are present at the meeting. A quorum of seven shall be necessary for all matters of expenditure over £100 (or such other sum as the Executive Committee may from time to time decide) with a simple majority needed to pass the business.

A simple majority shall suffice to pass any motion. In the event of an equal number of votes being cast for or against a motion, the Chairman of the Meeting shall have a second or casting vote.

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

The Executive 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.

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

L. RECEIPTS AND EXPENDITURE

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

All expenses forms MUST be countersigned by a committee member before payment can be made. Non-recurring payments to people or organisations must be approved at committee meetings. Urgent payments between committee meetings must be approved by the Chairman or Secretary. The Treasurer will make payments by bank transfer, cheque or other appropriate methods..

The funds belonging to the Charity shall be applied only in furthering the objects

Subscriptions shall be annual and shall be fixed each year at an Annual General Meeting, and shall be payable on joining and at the specified renewal date.

M. ACCOUNTS

The Executive Committee shall cause proper books of accounts to be kept with respect of all sums of money received and expended by the Charity and the matters in respect of which such receipts and expenditures take place.

The Charity's accounts for each accounting period shall be subject to independent examination, subject to any statutory requirement that they be subject to audit.

The Charity’s Trustees shall comply with the accounting requirements under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to keeping of accounting records for the Charity, the preparation of annual statements of account for the Charity, the auditing or independent examination of the statements of account of the Charity, the preparation of an annual return and its transmission to the Commission.

The Charity’s financial year shall run from 1st January.

A copy of the annual accounts, together with the independent examiners' or auditors' report shall be presented to all members of the Charity

The independent examiners or auditors shall have the right to attend meetings of the Executive Committee as observers, and may offer advice or guidance.

N. ANNUAL REPORT

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission

O. MEETING CENTRES AND SPECIAL INTEREST GROUPS

The Executive Committee may from time to time set up additional Meeting Centres or Special Interest Groups in furtherance of the Objects. Each Meeting Centre and Special Interest Group shall comply with and be subject to the following regulations:

The Meeting Centre or Special Interest Group shall act in pursuance of the said objects and of the policy of the Charity, and shall be subject to such conditions as may from time to time be laid down by the Charity's Executive Committee

The Meeting Centre or Special Interest Group shall be deemed to have accepted the Standing Orders for Meeting Centres and Special Interest Groups as prescribed from time to time by the Charity's Executive Committee unless it has the prior approval of the Charity's Executive Committee to adopt other rules.

Any additional subscriptions to the Charity shall be deemed to be the monies of the Charity, although they may be collected by a Meeting Centre or Special Interest Group officer.

The Charity shall fund each Meeting Centre or Special Interest Group as is appropriate to its size and activities.

All printed material, computer disks and other assets, however acquired, held by the Meeting Centre or Special Interest Group shall be the assets of the Charity.

A Meeting Centre or Special Interest Group which brings the Charity into disrepute may be suspended at any time by a resolution of the Charity's Executive Committee and upon suspension shall cease all operations and any assets under its day to day administration shall be frozen until a resolution has been approved at the next Annual General Meeting of the Charity dissolving the Meeting Centre or Special Interest Group.

P. PRESIDENT AND VICE PRESIDENTS

The Charity may elect a President, Patron and Vice Presidents whose names have been submitted by members of the Executive Committee to an Annual General Meeting. They may attend Executive Committee meetings, but, unless they are members of the Charity in their own right, may not vote.

Q. MEETINGS - ANNUAL GENERAL & SPECIAL

An Annual General Meeting shall be held not later than March 31st each year, and shall be summoned by the Honorary Secretary on the order of the Executive Committee, at a time and place decided by them.

Notification of the Meeting shall be given to the membership at least 21 days before the date of the meeting.

The business of the meeting shall be:
 

• to receive apologies for absence
• to acknowledge member organisations representatives
• to accept minutes of the last General Meeting
• to receive the report of the activities of the last year
• to receive and approve the accounts of the Charity
• to elect a President, Patron and/or Vice President as required
• to elect the officers and other members of the Executive Committee
• to confirm the appointment of Independent Examiners of the Charity's accounts for the forthcoming year in accordance with clause M3;
• to approve the annual subscriptions for the following year
• to discuss and take decisions on any submitted motions (Motions for submission to the Annual General Meeting shall be signed by the proposer and seconder and shall be in the hands of the Secretary at least 14 clear days before the day of the Meeting, not counting the day of the meeting.

A quorum of 25 is necessary to constitute a General or Special Meeting.

The President shall be the Chairman of the Annual General Meeting but if he or she is not present then the Meeting shall be chaired by a Vice President, or failing that the Chairman or a person nominated by those present at the meeting.

A two thirds majority of the votes cast by those present, and voting, shall be necessary to pass any amendment to the Constitution, but other motions may be cast by a simple majority. In the event of an exactly equal number of votes being cast for and against any motion, then the Chairman of the Meeting shall have a second and casting vote.

Nominations for election to the Executive Committee must be made by members of the Charity in writing and must be in the hands of the Secretary at least seven days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot by the members attending and entitled to vote. The Chairman of the meeting may, at his or her discretion, call for any ballot to be secret.

A Special Meeting may be called by the Executive Committee or when requested in writing by not fewer than 25 members, at a place within the County of Cambridgeshire. At least 28 days notice of the meeting and of the business to be transacted shall be given prior to the Meeting being held.

R. NOTICES

Any notices required to be served on any member of the Charity shall be in writing and shall be served by the Secretary on behalf of the Executive Committee on any member personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address (and by recorded delivery if the Committee deems it necessary).

S. ALTERATIONS TO THE RULES

These Rules may be amended by a two-thirds majority of the members present at an Annual or Extraordinary General Meeting provided that fourteen days notice of the proposed amendment has been sent to all members and provided that nothing herein contained shall authorise any amendment which shall have the effect of the Society ceasing to be a charity in law and provided that no alteration or deletion may be made to the objects clause, the dissolution clause or this clause.

T. DISSOLUTION

In the event of a dissolution of the Society any assets remaining after the satisfaction of all its debts and liabilities shall not be paid to or distributed among the members of the Society but shall be given or transferred to such other charitable institution or institutions having similar objects to the Society.

Date: 10th March 2018