Chart of proposed constitutional amendments

New para no   Amended Existing   NAME     1 No change The name of the Society shall be The Deal Society. 1. The name of the Society shall be The Deal Society.   AIMS AND OBJECTIVES     2 Para 2(a) Delete everything after ‘planning’ and replace with ‘within the town and parish boundaries of Deal and Walmer’; Explanation: this clarifies the area in which the Society has an interest. Para 2(b) Delete ‘in’ and replace with ‘participation’ Explanation: suggested by a member of the Society and accepted by the Committee The aims of the Society shall be to promote the following objectives: 2.1 To encourage high standards of architecture and town planning within the town and parish boundaries of Deal and Walmer. 2.2 To stimulate public interest, participation and care for the beauty, history and character of the town and its surroundings. 2.3 To encourage the preservation, development and improvement of features of general public amenity or historic interest. The Society will pursue these aims and objectives by means of meetings, exhibitions, lectures, publications and other forms of education and publicity. The Society may also organise a social programme on behalf of all members and their guests at the discretion of the Executive Committee . The aims of the Society shall be to promote the following objectives: (a) to encourage high standards of architecture and town planning in Deal, Walmer and the surrounding district; (b) to stimulate public interest in and care for the beauty, history and character of the town and its surroundings; (c) to encourage the preservation, development and improvement of features of general public amenity or historic interest; and (d) to pursue these ends by means of meetings, exhibitions, lectures, publications and other forms of instruction and publicity. 3 Delete para 10 and replace with: Through the Executive Committee (hereafter ‘the Committee’), the Society shall have powers to: 3.1 Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise; provided that the Society shall not undertake any permanent trading activities in raising funds for its aims and activities. 3.2 Acquire, by purchase, gift or otherwise, property, whether subject to any special trust or not. 3.3 Subject to such consents as may be required by law, sell, let, mortgage, dispose of, or turn to account, all or any of the property or funds of the Society as shall be necessary. 3.4 Subject to such consents as may be required by law, to borrow or raise money for the purposes of the Society on such terms and on such security as the Committee shall think fit, but so that the liability of individual members of the Society shall in no case extend beyond the amount of their annual subscriptions. 3.5 Do all such other lawful things as are necessary for the attainment of the said purposes. Explanation: This is the wording suggested by the Civic Trust in its model constitution Through the Executive Committee (hereafter ‘the Committee’), the Society shall have powers to: 3.1 Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise; provided that the Society shall not undertake any permanent trading activities in raising funds for its aims and activities. 3.2 Acquire, by purchase, gift or otherwise, property, whether subject to any special trust or not. 3.3 Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or funds of the Society as shall be necessary. 3.4 Subject to such consents as may be required by law, to borrow or raise money for the purposes of the Society on such terms and on such security as the Committee shall think fit, but so that the liability of individual members of the Society shall in no case extend beyond the amount of their annual subscriptions. 3.5 Do all such other lawful things as are necessary for the attainment of the said purposes. Para 10 The Committee shall have the power to make appeals, solicit donations and canvas monies for carrying out the objects and aims of the Society and shall keep the membership informed.   MEMBERSHIP AND SUBSCRIPTIONS     4 After ‘Society’ delete ‘but is contingent upon the approval of the Committee and upon the payment of the annual subscription. The Committee shall have the right to withdraw membership if necessary.’ Replace with: ‘No member shall have a vote at any meeting of the Society if their subscription is in arrears at the time of the meeting. Explanation: This simplifies the grounds for membership and voting Membership shall be open to all who are interested in actively furthering the aims of the Society. No member shall have a vote at any meeting of the Society if their subscription is in arrears at the time of the meeting. Membership shall be open to all who are interested in the aims of the Society, but is contingent upon the approval of the Committee and upon the payment of the annual subscription. The Committee shall have the right to withdraw membership if necessary. Members joining after 1 October shall be deemed to have paid their subscription for the following year. 5 After 1 January add: Subscriptions are due on the 1 January each year and membership will lapse if a subscription is more than 3 months over due. At their discretion, the Committee may waive or reduce a member’s subscription without prejudice to their membership. Explanation: This is a tidying-up exercise The annual subscription shall be determined at the Annual General Meeting, the sum agreed to apply from the next 1 January. Subscriptions are due on the 1 January each year and membership will lapse if a subscription is more than 3 months overdue. At their discretion, the Committee may waive or reduce a member’s subscription without prejudice to their membership. Members joining after 1 October shall be deemed to have paid their subscription for the following year. 8 The annual subscription shall be decided at the Annual General Meeting, the sum agreed to operate for the forthcoming year, beginning 1 January. 6 New para, taken from Civic Trust model constitution to facilitate corporate membership in the future in order to extend the Society’s influence and fund-raising capacity The Committee may invite such societies, associations, educational institutions or businesses that are interested in actively furthering the purposes of the Society to be corporate members, at a membership fee to be set by the Committee. A corporate member shall nominate in writing to the Secretary an individual to represent them at meetings of the Society.     MEETINGS     7 Delete existing para 4 and replace with An Annual General Meeting shall be held in or about April of each year, for which a quorum shall consist of twenty members. The agenda shall include the reports of the officers of the Committee, the examination of the accounts and the election or confirmation of the appointments of Committee officers and members Delete existing para 7 and add to end of new para 7: Extraordinary General Meetings may be called by the Committee or at the request of twenty or more paid-up members Explanation: This pulls together paragraphs dealing with AGMs and EGMs and spells out the process in more detail. An Annual General Meeting shall be held in or about April of each year, for which a quorum shall consist of twenty members. The agenda shall include the reports of the officers of the Committee, the examination of the accounts and the election or confirmation of the appointments of Committee officers and members. Extraordinary General Meetings may be called by the Committee or at the request of twenty or more paid-up members. 4 An Annual General Meeting, for which a quorum shall consist of twenty members, shall be held in April each year to receive the Committee’s report and the examined accounts and to elect Officers and members of the Committee. 7 The Committee shall decide when ordinary meetings of the Society shall be held and shall give fourteen days notice of such meetings to all members. Special General Meetings of the Society shall be held at the request of twenty or more paid-up members 8 Delete existing para 6, para 1-4, and replace with: The Committee shall hold at least six meetings a year, not more than 2 months apart, as required to conduct and direct the business of the Society and deal with finance and correspondence, giving members 14 days notice of meetings. The President and Vice-Presidents may attend Committee meetings but may not vote at such meetings. The Committee may invite any person to attend all or some agenda items of a committee meeting to present matters of interest to the Society or provide specialist advice. Any paid-up member of the Society may attend ordinary committee meetings but may not vote and must withdraw for any items in which they have a vested interest. A quorum for Committee meetings shall be four Committee Members, including the Chairman or Vice-Chairman and the Chairman shall have a casting vote. Explanation: This clarifies the functioning of the Committee The Committee shall hold at least six meetings a year, not more than 2 months apart, as required to conduct and direct the business of the Society and deal with finance and correspondence, giving members 14 days notice of meetings. The President and Vice-Presidents may attend Committee meetings but may not vote at such meetings. The Committee may invite any person to attend all or some agenda items of a committee meeting to present matters of interest to the Society or provide specialist advice. Any paid-up member of the Society may attend ordinary committee meetings but may not vote and must withdraw for any items in which they have a vested interest. A quorum for Committee meetings shall be four Committee Members, including the Chairman or Vice-Chairman and the Chairman shall have a casting vote. Existing para 6.1 The Executive Committee (“the Committee”) shall consist of the Officers and a maximum of ten members, eight of whom must be elected and two of whom may be co-opted. The Committee shall have the power to review numbers as necessary. 6.2 The President and Vice-President(s) may attend meetings of the Committee but may not vote at such meetings. The Committee shall have the power to co-opt further members who shall attend in an advisory, working and non-voting capacity. 6.3 Nominations for election to the Committee shall be made at least fourteen days before the Annual General Meeting. They must be in writing supported by a proposer and seconder, and the consent of the proposed nominee must first have been obtained. If the nominations exceed the number of vacancies, a ballot shall take place. 6.4 The Committee shall be responsible for running the affairs of the Society and may take decisions on its behalf. A quorum for meetings of the Committee shall consist of four members, and the Chairman shall have the casting vote.   EXECUTIVE COMMITTEE     9 Delete para 5.1 first sentence, para 5.3 and para 6, and replace with: The officers of the Society shall comprise the Chairman, Vice-Chairman, Secretary and Treasurer. The Committee shall comprise the officers and up to a maximum of eight additional members, and four (non-voting) co-opted members. The officers and additional members shall relinquish their appointments each year and be eligible for re-election at the Annual General Meeting by a majority vote. No one shall be Chairman for more than four consecutive years. Nomination papers will be made available by the Secretary and shall be submitted to the Committee at least 14 days before the AGM for validation. Nominees must be proposed and seconded by two paid-up members of the Society. If more than one nomination is received for an appointment a ballot will be held. In the event of a tied vote a second ballot will be held. In the event of a second tie, the President will cast a deciding vote. Explanation: This defines the membership of the Committee and allows for a Chairman to serve longer than 2 years. The officers of the Society shall comprise the Chairman, Vice-Chairman, Secretary and Treasurer. The Committee shall comprise the officers and up to a maximum of eight additional members. The officers and additional members shall relinquish their appointments each year and be eligible for re-election at the Annual General Meeting by a majority vote. No one shall be Chairman for more than four consecutive years. Nomination papers will be made available by the Secretary and shall be submitted to the Committee at least 14 days before the AGM for validation. Nominees must be proposed and seconded by two paid-up members of the Society. If more than one nomination is received for an appointment a ballot will be held. In the event of a tied vote a second ballot will be held. In the event of a second tie, the President will cast a deciding vote. 5.1 The Officers of the Society shall consist of Chairman, Vice-Chairman, Secretary and Treasurer, all of whom shall relinquish their office each year and shall be eligible for re-election at the Annual General Meeting. No one person shall be Chairman for more than two consecutive years. 5.3 Nominations for the election of Officers shall be made at least fourteen days before the Annual General Meeting. Such nominations shall be in writing supported by a proposer and seconder, and the consent of the proposed nominee must first have been obtained. The election of Officers shall be completed prior to the election of further Committee members. Para 6 The Executive Committee (“the Committee”) shall consist of the Officers and a maximum of ten members, eight of whom must be elected and two of whom may be co-opted. The Committee shall have the power to review numbers as necessary. 10 New para to replace reference to co-opted members in old para 6: The Committee may appoint officers and members on a temporary basis before Annual General Meetings at which they may be elected. The Committee may also appoint up to four co-opted members, whose tasks and objectives shall be clearly defined. Explanation: This allows for temporary appointments and for four rather than two members to be co-opted. The Committee may appoint officers and members on a temporary basis before Annual General Meetings at which they may be elected. The Committee may also appoint up to four co-opted members, whose tasks and objectives shall be clearly defined.   11 New para -- taken from the Civil Trust model constitution The Committee may constitute such sub-committees, study groups and project teams as may be necessary from time to time. Their purpose, objectives and modus operandi shall be clearly defined. The Chairman and Secretary of each sub-committee shall be required to report regularly to the Executive Committee. Such sub-committees shall be subordinate to and may be regulated or dissolved by the Executive Committee.     PRESIDENT AND VICE-PRESIDENTS     12 Delete para 5, second sentence and second paragraph and replace with: A President and, normally no more than ten Vice-Presidents, may be nominated by a majority vote of the Committee. Their nomination must be approved by a majority vote of the earliest General Meeting following their nomination by the Committee. They shall be nominated in the same manner as officers of the Committee. Explanation: This and following paragraphs allow for the increased number and more active role of Vice-Presidents A President and normally no more than ten Vice-Presidents may be nominated by a majority vote of the Committee. Their nomination must be approved by a majority vote of the earliest General Meeting following their nomination by the Committee. They shall be nominated in the same manner as officers of the Committee. Para 5 second sentence: A President and one or more Vice-Presidents (the number to be determined by the Committee) may also be elected at a General Meeting of the Society for periods to be agreed at such meetings. With the approval of the President and the Committee, the outgoing Chairman, having completed two years in the office, shall be invited to serve as Vice-President, normally for a period of two years. In the event of the outgoing Chairman being unable to accept the Vice-Presidency, then, with the approval of the President and the Committee, a past Chairman, a past serving member of the Committee or a distinguished member of the Society shall be approached for nomination to the office, again normally for a period of two years. 13 New para There shall be no set eligibility requirements for the President or Vice-Presidents, except that they be members of the Society. Appointment will be for life or until voluntary resignation. Vice-Presidents may be requested to resign their appointments by the Committee if, for example, the number of Vice-Presidents becomes excessive.   14 New para The President and Vice-Presidents may attend Committee and other meetings on the invitation of the Committee, but may not vote at any such meetings. Vice-Presidents may be appointed as officers or other members of the Committee, temporarily or permanently.     ADVISORY GROUP     15 New para. At the discretion of the Committee, a Deal Society Advisory Group may be constituted to form a support group and pool of skills, knowledge and experience to assist and advise the Chairman and the Committee. The Advisory Group shall be entirely non-executive and shall have neither funds nor financial powers. The Group shall be chaired by the President and include as members, the Vice-Presidents and the Chairman of the Executive Committee. At the discretion of the Chairman, the Secretary of the Society may act as Secretary to the Advisory Group. If constituted, the Advisory Group shall meet once a year, at least one month before the Annual General Meeting. The Advisory Group may be dissolved by majority vote of the Executive Committee.     DECLARATION OF INTEREST     16 Delete everything after ‘professional interest’ and replace with: or responsibilities known or likely to conflict with the interests of the Society. Any officer or member of the Committee who is in any way directly or indirectly interested financially, professionally or by virtue of any office held, in any item discussed at any Society meeting at which he or she is present shall declare such interest, and he or she shall not discuss any such item (except by invitation of the Chairman) or vote thereon. Explanation: This is to clarify the wording of the existing paragraph Nominees for election as officers or members of the Committee, and any member holding office in the Society, shall declare any financial or professional interest or responsibilities known or likely to conflict with the interests of the Society. Any officer or member of the Committee who is in any way directly or indirectly interested financially, professionally or by virtue of any office held, in any item discussed at any Society meeting at which he or she is present shall declare such interest, and he or she shall not discuss any such item (except by invitation of the Chairman) or vote thereon. Old para 5: Nominees for election as Officers or Committee members shall declare at the Annual General Meeting, at which their election is to be considered, any financial or professional interest known or likely to be of concern to the Society. It shall be the duty of every Officer or member of the Committee who is in any way directly or indirectly interested financially or professionally in any item discussed at any Committee meeting at which he or she is present to declare such interest, and he or she shall not discuss any such item (except by invitation of the Chairman) or vote thereon.   EXPLANATION OF ADMINISTRATION AND APPLICATION OF FUNDS     17 Delete existing para 11.1 and replace with: The Committee shall, out of the funds of the Society, pay all proper expenses of administration and management of the Society and create such reserves as are deemed expedient by the Committee and shall use the residue of such monies to support the aims and objectives of the Society. (Taken from the Civic Trust model constitution.) The Committee shall, out of the funds of the Society, pay all proper expenses of administration and management of the Society and create such reserves as are deemed expedient by the Committee and shall use the residue of such monies to support the aims and objectives of the Society. Old para 11.1 The Committee shall, out of the monies received by the Society, pay all proper expenses of administration and management of the Society and shall use the residue of such monies to support the aims and objects of the Society.   INVESTMENTS     18 New para (Taken from the Civic Trust model constitution) All moneys at any time belonging to the Society and not required for immediate application for its purposes shall be invested by the Committee in or upon such investments, securities or property as it may think fit, subject nevertheless, to the advice and guidance of the Charity Commissioners.     ACCOUNTS     19 Delete exisiting para 11.2-11.5 and replace with: The Treasurer shall maintain such accounts as are necessary to ensure that the financial position of the Society is always clear. The accounts for the period ended 31 December each year shall be prepared by the Treasurer, examined by a suitable person who is not a member of the Executive Committee, and presented at the Annual General Meeting. Cheques must be signed by the Treasurer and countersigned one other specifically authorised member of the Committee. Explanation: This is essentially a reordering of the existing text The Treasurer shall maintain such accounts as are necessary to ensure that the financial position of the Society is always clear. The accounts for the period ended 31 December each year shall be prepared by the Treasurer, examined by a suitable person who is not a member of the Executive Committee, and presented at the Annual General Meeting. Cheques must be signed by the Treasurer and countersigned by one other specifically authorised member of the Committee. Para 11.2,11.3,11.4, 11.5 The Treasurer shall maintain such amounts as are necessary to ensure that the financial position of the Society is always clear. All monies received shall be deposited in a banking or similar account approved by the Committee. All cheques shall be signed by any two of the following: Chairman, Secretary, Treasurer or any such person designated by the Committee. The accounts for the period ended 31 December each year shall be prepared by the Treasurer, examined by a suitable person, not a member of the Committee of the Society, and presented at the Annual General Meeting.   AMENDMENTS TO THE CONSTITUTION     20 Delete existing para 12 and replace with: ‘The Constitution may be amended by a two-thirds majority of members present at an Annual or Extraordinary General Meeting, provided that fourteen days notice of the proposed amendment has been sent to all members. No amendment shall be approved that commits the expenditure of funds of the Society on any object not within the aims of the Society. A copy of the constitution shall be lodged with the Civic Trust.’ Explanation: This is a reordering of the text The Constitution may be amended by a two-thirds majority of members present at an Annual or Extraordinary General Meeting, provided that fourteen days notice of the proposed amendment has been sent to all members. No amendment shall be approved that commits the expenditure of funds of the Society on any object not within the aims of the Society. A copy of the constitution shall be lodged with the Civic Trust. Para 12 The Constitution, a copy of which shall be lodged with the Civic Trust, may be amended by a two-thirds majority of members present at an Annual or Special 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 permitting the expenditure of funds of the Society on any object which is not within the aims of the Society.   WINDING UP     21 In para 13 delete ‘available’ and replace with ‘residual’ and delete ‘or reasonably similar to those hereinbefore declared’ Explanation: This is a simplification of the existing paragraph in line with the Civic Trust model constitution On dissolution, the minute books and other records of the Society shall be deposited with the Civic Trust. In the event of the winding-up of the Society, the residual funds of the Society shall be transferred to one or more charitable bodies having objects similar to those of the Deal Society, as may be chosen by the Committee and approved by the Charity Commissioners for England and Wales. Para 13 On dissolution, the minute books and other records of the Society shall be deposited with the Civic Trust. In the event of the winding-up of the Society, the available funds of the Society shall be transferred to such one or more charitable bodies having objects similar or reasonably similar to those hereinbefore declared as may be chosen by the Committee and approved by the Charity Commissioners for England and Wales.