Constitution



Some new members have requested a copy of the Society’s constitution. Here is the latest as agreed in April 2019.

CONSTITUTION

of

THE RIVER WEY SOCIETY

 

  1. The name of the Association is The River Wey Society

(hereinafter called “the Society).

 

  1. The objects of the Society are:–

To do all such acts, matters and things as may be done by the Society to preserve, maintain and improve the River Wey and its environment including the Wey Valley and catchment area, enabling a centre for education and research concerning the history, geology and geography of the River Wey and a focus for knowledge, information and action concerning the River Wey and in furthering of these objects, but not otherwise, to do all or any of the following things –

  • To advise on repair, restoration, renovation, rebuilding and generally promote the preservation of any buildings, structures, equipment or apparatus associated with the River Wey or on the River Wey.
  • To encourage conservation of any items of plant, machinery or equipment used or in connection with water meadows or other agricultural, farming, or industrial activities associated with the River Wey and to do whatever may be thought necessary to store, display or promote academic research concerning the same.
  • To arrange for lectures on or relating to the history of the River Wey and its catchment area, springs and water sources and the geography and geology of the Wey valley.
  • To obtain and collate statistics relating to records on rainfall, water level, water flow and floods, details of aquifers and any and all other information concerning the River Wey.
  • To obtain and collate topographical and geographical maps, records and drawings as well as any and all books and records relating to the River Wey and the River Wey valley.
  • To make known to the public at large (including educational establishments) by publishing pamphlets or in any other appropriate manner (without limitation) the existence and character of the River Wey.
  • To raise funds by subscriptions, donations, grants, loans or otherwise for the purposes of the Society; to invite and accept subscriptions and gifts of all sorts and kinds and whether inter vivos or by will irrespective of whether the same are subject to conditions and to carry out any condition or conditions subject to which any gift may have been accepted, provided however that the Society shall not undertake any substantial permanent trading activities and shall conform to any and all statutory regulations.
  • To co-operate with other voluntary bodies or statutory authorities operating in furtherance of the objects of the Society or similar purposes and to exchange information and advice with the same.
  • To co-operate with any local or public authority or other body concerned to achieve the objects of the Society.
  • Generally, to do any things which may lawfully be done by the Society and which are necessary or desirable for the attainment of the objects of the Society.
    • All persons interested or concerned in furthering the objects of the Society shall be eligible for membership.
    • Candidates for membership shall be admitted on completing the form of application and paying their first subscription. The Secretary of the Society (or Membership Secretary or Treasurer) shall keep and maintain a list of current members, including the postal address of each member and, if applicable, telephone numbers and electronic addresses.
    • Only members whose subscriptions are not in arrears shall have the right to vote at meetings of the Society. A member whose subscription is six months in arrears shall be deemed to have resigned but may be readmitted as a new member subject to compliance with the provisions of clause 3.2.
    • Corporate bodies and unincorporated associations may be admitted to membership at the discretion of the Committee and each such body or association admitted to membership shall have the right to nominate a person to represent it and vote on its behalf at meetings of the Society.
  2. COMMITTEE
    • The Society shall be managed by a Committee consisting of not less than three members of the Society who shall be elected by the members in accordance with clause 6.2 and of the following additional persons, namely: —  The Chairman, the Vice Chairman, the Secretary and the Treasurer.
    • The Committee shall have the power to decide whether and if so, what sum should be paid by members as a membership fee on joining the Society and the sum payable as an annual (or other agreed periodicity) subscription as well as to make bye-laws relating to matters not provided for in this Constitution as well as standing orders for the conduct of all General and Committee Meetings and the decision of the Committee upon any question of interpretation of the Constitution and bye-laws made thereunder shall be final and binding on the members.
    • The Committee shall have power to require the resignation of any member or organisation whose conduct, in the opinion of the Committee, makes him, her or it, unfit to remain a member and should such resignation not be forthcoming, to remove the name of such member or organisation from the list.
    • The Committee shall have power to fill casual vacancies in its number until the next ensuing Annual General Meeting, to co-opt additional members, not exceeding two in number, to appoint sub-committees and to delegate to them such duties as it considers advisable. The Chairman, Secretary and Treasurer shall be ex officio members of all sub-committees.
  3. OFFICERS OF THE SOCIETY
    • There shall be a Chairman, a Vice Chairman, a Secretary and a Treasurer. Other office bearers may be appointed by the Committee in specialist roles to support Society objectives.
    • All office bearers shall act in an honorary capacity but shall be entitled to receive reimbursement of out-of-pocket expenses in carrying out duties or functions authorised by the Committee.
  1. DURATION OF OFFICE

6.1 The Chairman, Vice Chairman, Secretary and                Treasurer shall hold office for one year but shall be eligible for re-election.

6.2  Members of the Committee shall be elected for a      term of three years.  Each member of the Committee shall retire annually in rotation and shall be eligible for re-election.  The member to retire shall be the member longest in office since his or her last appointment or re-appointment, but as between members who became or were reappointed members of the Committee on the same day, the number to retire shall be determined by lot unless they otherwise agree amongst themselves.

 

6.3  If a casual vacancy occurs by the death or resignation of a member of the Committee in the first or second year of his/her tenure of office the vacancy shall be filled by the election of another member at the then next Annual General Meeting and the member so elected shall retire when the member whose place he/she takes would have retired.

6.4  A year in this clause shall mean the interval between one Annual General Meeting and the next following Annual General Meeting.  If there is a tie in the ballot for office bearers or members of the Committee then the Chairman of the Meeting shall have a casting vote.

  1. ANNUAL GENERAL MEETING

7.1  There shall be an Annual General Meeting not later than the 30th June each year and thereafter in each successive year for the following purposes: —

7.1.1    To receive from the Committee a report on     the work of the past year and an examined  balance sheet and statement of accounts for the year.

7.1.2    To elect office bearers and Committee.

7.1.3  To appoint an accounts examiner for the       coming year.

7.1.4    To consider any other business of which notice may have been given under Clause 9.3.

7.2   No other business may be transacted at an Annual General Meeting.

  1. EXTRAORDINARY GENERAL MEETING

8.1    The Secretary shall call an Extraordinary General Meeting if so required by: —

8.1.1          any office bearer; or

8.1.2          any two members of the Committee; or

8.1.3          any ten members of the Society.

8.2    Any request to the Secretary shall be in writing (mail or electronic) signed by the persons requesting the Extraordinary General Meeting and shall state the purpose for which the meeting is to be called.  The meeting shall be called by the Secretary as soon as practicable and in any event within 21 days of the date of receipt of the request.

8.3    No business of which notice has not been given may be transacted at an Extraordinary General Meeting.

  1. CONVENING OF GENERAL MEETINGS

AND NOTICE OF RESOLUTIONS

9.1    At least seven days before any General Meeting a notice of such meeting and of the business to be transacted shall be posted, by surface or electronic mail (as mutually agreed) to each member and upon posting shall be deemed to have been delivered.  At least seven days before the Annual General Meeting a summary of the Balance Sheet and Statement of Accounts for the preceding year shall be made available to each member.

9.2    If in the opinion of the Committee an emergency has arisen necessitating an immediate meeting, then notwithstanding any provisions to the contrary in this Constitution or bye-laws, the Secretary may convene an Extraordinary General Meeting by giving notice of such length (not being less than three days) in such manner as he/she shall determine is sufficient and practicable in the circumstances.

9.3    Any member desiring to move a resolution at a General Meeting shall give notice of such resolution to the Secretary, by written or electronic means, not later than 14 days before the date of that meeting.  Amendments to such resolutions may be accepted at such meetings at the discretion of the Chairman.  Candidates for election shall be proposed and seconded and shall indicate their willingness to stand not less than 14 days before the date of the Annual General Meeting.

  1. QUORUM AND VOTING RIGHTS

10.1    The following number of members shall constitute a quorum: —

10.1.1       At General Meetings at which any resolution seeking to alter the Constitution or Rules is proposed  — 20 members entitled to vote.

10.1.2       For transacting any other business  —  10 members entitled to vote.

10.1.3       At meetings of the Committee, at least four members of which at least one shall be an office bearer.

10.2    Each member shall be entitled to one vote provided that members whose subscription is in arrears as at that date of a meeting shall not be entitled to vote at that meeting.  The certificate of the Secretary as to members entitled to vote shall be conclusive.

10.3           Except where otherwise expressly provided in this Constitution resolutions at all General and Committee meetings shall be decided by a simple majority and the chairman of any meeting shall not have a casting vote.

10.4           Subject to Clause 10.5 the chairman at any general meeting shall be the Chairman of the Society and in his absence the Vice-Chairman provided that if neither the Chairman nor the Vice-Chairman is present then the chairman of the meeting shall be the longest serving member of the Committee present.

10.5           At each Annual General Meeting the chairman of the meeting, if standing for office or for membership of the Committee shall relinquish the chair to the most senior Member of the Committee there present who is not standing for office until such time as voting has been concluded and the results declared.

  1. FINANCE

11.1           The financial year of the Society shall be from the 1st January to the 31st December that year.

11.2           The periodic subscription, currently collected every two years, and all other income howsoever derived shall be applied solely towards the promotion of the objects of the Society as set out in this Constitution.  Exceptions may apply for charitable causes or flood/distress relief if agreed by unanimous Committee membership.

11.3           No member of the Society shall receive payment from the funds of the Society, either direct or indirect, for any service rendered to or on behalf of or in connection with the Society for any other reason whatsoever save and except reimbursement of such expenses as may be incurred in carrying out the work of the Society in accordance with its objects as authorised by the Committee.

  1. TRUSTEES

If any freehold or leasehold property is acquired by the Society then the title for the same shall be vested in not less than two or more than four Trustees who shall be appointed by the Committee and who shall, prior to acquisition of any such property, execute a Deed of Trust in a form approved by the Committee whereby the Trustees agree and declare that they will hold any and all such property on trust to permit the Society under the direction of the Committee to use the same for all purposes consistent with the objects of the Society, as set out in this Constitution.  The power of nomination of new Trustees to fill vacancies shall be vested in the Committee.  The Trustees shall be entitled to be indemnified from the funds of the Society against all liability arising out of the proper exercise of the said trust.

  1. COMMUNICATIONS

Every practical effort shall be taken, as directed by the Committee, to make known to the general public, the composition and objectives of the Society.  A volunteer Publicity Officer appointed by and usually a member of the Committee shall manage the Society’s web site and other appropriate means of communication.

  1. DISSOLUTION

If the Society is dissolved all the remaining funds, property and assets of the Society of every description shall be donated to some other body or bodies or organisation or organisations, whether corporate or unincorporated, which has as its objects the maintenance and preservation of the River Wey or in default of some part of an area adjacent to the River Wey.

  1. AMENDMENT OF CONSTITUTION

The Constitution and Rules may be added to, repealed or amended by an Annual or Extraordinary General Meeting called for that purpose, due notice of the proposed resolution having been given in accordance with Clause 9.3 PROVIDED that no such resolution shall be deemed to have been carried unless it is supported by at least two thirds of the members present and voting and constituting a quorum in accordance with Clause 10.1.1.

Accepted (as revised March 2019)

 

Chairman, River Wey Society