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Constitution

1. NAME The name of the Society shall be The Topsham Society (hereinafter called "the Society").
2. OBJECTS The Society is established for the public benefit for the following purposes in the area comprising Topsham and it's surroundings which area shall hereinafter be referred to as "the area of benefit".
(i) To promote high standards of planning and architecture in or affecting the area of benefit.
(ii) To educate the public in the geography, history, natural history and architecture of the area of benefit.
(iii) To secure the preservation protection development and improvement of features of historic or public interest in the area of benefit.
3. MEMBERSHIP Membership is open to all who support the objects of the Society. Members are entitled to receive details of the Society's activities and notice of General Meetings together with a copy of the Society's accounts and to attend functions organised by the Society. Any member who wishes to resign from the Society must notify his or her resignation to the Honorary Secretary, failing which he or she will be liable for the following year's subscription. Membership shall lapse if at any time the annual subscription has not been paid by a member six months after it was due.
4. SUBSCRIPTIONS Annual subscriptions shall be payable on the lst April in each year and the amount shall be fixed at the Annual General Meeting for the following year. A two-thirds majority of members present and voting at an Annual General Meeting shall be required to alter the amount of the annual subscription.
5. MEETINGS An Annual General Meeting shall be held at Topsham in May or June of each year to receive the Report of the Committee and the accounts, to elect Officers and members of the Committee and to deal with any other business of which notice shall have been given to the Honorary Secretary at least ten days before the meeting. The Committee shall decide when Annual General Meetings of the Society shall be held and shall give at least fourteen days' notice of such Meetings to all members.
Special General Meetings of the Society shall be held upon twenty-one days' notice being given to all members at the request in writing addressed to the Honorary Secretary of three or more members of the Society. Twenty-five members personally present shall constitute a quorum for a General Meeting of the Society. At all General Meetings, the Chair shall be taken by the President of the Society or failing him or her by the Chairman of the Society and, unless otherwise expressly provided by the Rules, every question shall be decided by a simple majority of votes of those present and voting. Every member present shall have one vote and, in the case of equality of votes, the Chairman shall have a second or casting vote.
6. OFFICERS AND COMMITTEE Nominations for the election of Officers and Committee Members shall be made at or before the Annual General Meeting. Such nominations by a Member of the Society shall be in writing supported by a seconder who shall be a Member of the Society and the consent of the nominee in writing must accompany the nomination.
The Officers of the Society shall consist of:-
President, Vice Presidents, Chairman, Vice-Chairman, Honorary Secretary, Honorary Treasurer and Assistant Secretary.
The Officers other than the President and Vice-Presidents shall be elected at each Annual General Meeting and shall hold office until the next succeeding Annual General Meeting when they shall retire but shall be eligible for re-election. The President and a maximum of five Vice-Presidents may also be elected at the Annual General Meeting of the Society, the President to hold office for a period of five years and any Vice-Presidents to hold office for a maximum period of three years. The Chairman and Vice Chairman shall normally hold office for a maximum period of three years. The Treasurer, Secretary and Assistant Secretary may hold office for a maximum period of five years.
The Executive Committee shall have the power to fill casual vacancies occurring among the Officers of the Society.
7. COMMITTEE The Executive Committee (all of whom must be Members of the Society) shall consist of the Officers and nine further Members each of whom shall be elected to serve for up to three consecutive periods o three years, and who shall not be eligible for re-election for one year thereafter. The Committee shall have the power to co-opt further Members as and when necessary, and all Members of the Committee shall be entitled to vote at Committee Meetings. The Committee shall be responsible for managing the affairs of the Society and may take decisions on it's behalf. Committee Meetings may be called at any time deemed necessary by the Officers of the Society. The Committee shall make such Rules to govern it's Meeting as it thinks fit.
8. DECLARATION OF INTEREST It shall be the duty of every Member who is in any way directly or indirectly interested financially professionally in any item discussed at any Meeting of the Society (including any Meeting 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.
9. FUNDS OF THE SOCIETY The funds of the Society shall be kept by the Honorary Treasurer under the supervision of the Committee and he shall pay thereout all proper expenses of administration and management of the Society and shall use the residue of such funds for or towards the objects of the Society as determined from time to time by the Committee in accordance with these Rules.
10. BORROWING The Committee may borrow for the objects of the Society such monies at such rate of interest and in such manner as it may think fit.
11. ACCOUNTS Accounts shall be drawn up in each year and at the Annual General Meeting in each year, a Member shall be appointed Honorary Auditor whose duty it shall be to audit the account of the Society.
12. INVESTMENT All monies 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 property as it may think fit , subject nevertheless to such authority, approval or consent by the Charity Commissioners as may for the time being be required by law or by the special trusts affecting any property in the hands of the Executive Committee.
13. TRUSTEES 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 or 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 therefore 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.~
14. AMENDMENTS The Rules of the Society may be amended by a two-thirds majority of Members present and voting at a Special General Meeting of the Society provided that twenty-one days' notice of the proposed amendment has been sent to all Members and that the amendment is not such as to permit the expenditure of the funds of the Society on objects other than the objects set out in Rule 2.
14. NOTICES 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 by the Secretary.
14. WINDING UP If the Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Society it shall call a Special General Meeting of all Members of the Society of which Meeting not less than twenty-eight days' notice in writing stating that the terms of the resolution to be proposed thereat shall be sent to all Members of the Society. If such Committee decision shall be confirmed by a two-thirds majority of those present and voting at such Meeting, the net available funds of the Society shall be transferred to such one or more charitable bodies having objects similar or reasonably similar to those of the Society as may be chosen by the Committee and approved by the Charity Commissioners for England and Wales.

Amended at a Special General Meeting held on 29 April 2004

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