The British Epigraphy Society:
Name | Administration | Objects | Powers | Membership | Honorary Officers | Steering Committee | Meetings and proceedings of Steering Committee | Receipts and Expenditure | Property | Committee Members not to be personally interested | Accounting and Reporting | AGM | Special General Meetings | Procedure at General Meetings | Notices | Alterations to the Constitution | Dissolution
The following constitution was ratified at the AGM held on 11 November 2001.
At a meeting in London on 16th November 1996 it was agreed to establish a British Epigraphy Society ("the Society"). The name of the Society shall be The British Epigraphy Society or such other name as the Society may from time to time decide with the approval of the Charity Commissioners. This shall be known for banking purposes as The Epigraphy Society.
Subject to the matters set out below the Society shall be administered and managed in accordance with this constitution by the Steering Committee, constituted by clause 7 of this constitution ("the Committee").
The objects of the Society shall be:
In furtherance of the objects but not otherwise the Committee may exercise the following powers:
· (h) power to promote and hold conferences, meetings, lectures, exhibitions and debates both within the British Isles and with scholars from other countries
5.1 Membership of the Society shall be open to any person over the age of 18 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Committee, on application to the Secretary.
5.2 Every Member shall have one vote.
5.3 The Committee may by unanimous vote and for good reason terminate the membership of any individual: Provided that the individual concerned shall have the right to be heard by the Committee, accompanied by a friend, before a final decision is made.
5.4 The Committee may determine the rates of annual subscription, payable from 1st October each year, sufficient to cover the running costs of the Society and any subscription to AIEGL which the Society may pay on the Member's behalf, but so that student Members may pay an annual subscription at a reduced rate at least sufficient to cover any such AIEGL subscription.
At the annual general meeting of the Society the Members shall elect from amongst themselves a President, a Secretary, and a Treasurer, who shall hold office from the conclusion of that meeting. All honorary officers shall retire from office at the end of the fourth annual general meeting after the date on which they came into office, and they may be re-elected to any office.
7.1 The Committee shall consist of not fewer than six Members nor more than nine Members being:
(a) the honorary officers specified in clause 6; and
(b) not fewer than three and not more than six Members elected at the annual general meeting who shall hold office from the conclusion of that meeting; and
(c) such number of co-opted Members as may be thought fit 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.
7.2 All elected and co-opted Members apart from honorary officers shall retire from office at the end of the fourth annual general meeting after the date on which they came into office but they may be re-elected or co-opted again.
8.1 The Committee shall meet as often as may be necessary for the proper conduct of the Society's affairs, and in any event at least twice a year. Before every meeting the agenda and the minutes of the last meeting shall be circulated to every member of the Committee.
8.2 At every meeting of the Committee:
(a) the chair shall be taken by the President or in the absence of the President by a member of the Committee elected for the purpose of the meeting from among those present;
(b) 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 the meeting;
(c) each member of the Committee shall have one vote and in the event of a tie the President shall have a second or casting vote;
(d) the Secretary shall keep minutes of the proceedings at meetings of the Committee and of any sub-committee which it may form.
8.3 All acts bona fide done by any meeting of the Committee and or any sub-committee which it may form, or by any person acting as a member of the Committee or any such sub-committee, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Committee.
8.4 Subject to clauses 8.1, 8.2, and 8.3, and subject to review by the Society in General Meeting, the Committee may from time to time regulate its own proceedings by standing orders or otherwise.
9.1 The funds of the Society, including all donations contributions and bequests, shall be paid into an account operated by the Committee in the name of the Society 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.
9.2 The funds belonging to the Society shall be applied only in furthering the objects.
10.1 Subject to the provisions of clause 10.3, the Committee shall cause the title to all investments held by or on behalf of the Society, to be vested in and held by either a corporation entitled to act as Custodian Trustee, or not less than three individual holding trustees who (in either case):
(a) shall be appointed, and may be removed, by resolution of the Committee, which shall be recorded in writing and signed by the chairman of the meeting at which the resolution is passed;
(b) shall hold and administer such assets in accordance with the directions of the Committee;
(c) shall be free from all personal responsibility or liability in respect of all acts or things done in conformity with a resolution of the Committee.
10.2 The Society may pay a Custodian Trustee reasonable and proper remuneration for its services.
10.3 If a Custodian Trustee has not been appointed, the Committee may permit any investments held by or in trust for the Society to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
11.1 Subject to the provisions of clause 11.2, and except with the prior written approval of the Charity Commissioners, no member of the Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee for the Society) or receive remuneration or be interested (otherwise than as a member of the Committee) in any contract entered into by the Committee.
11.2 Nothing herein shall prevent the payment, in good faith, of out-of-pocket expenses of members of the Committee incurred in or about the Society's business.
12.1 The 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 keeping of accounting records for the Society, the auditing or independent examination of the statements of account of the Society, and the preparation and transmission to the Charity Commissioners of annual statements of account, annual reports and annual returns.
12.2 The books of account shall be kept by the Treasurer, and shall always be open to the inspection of Members.
13.1 There shall be an annual general meeting ("the AGM") of the Society which shall be held in the month of October in each year or as soon as practicable thereafter.
13.2 Every AGM shall be called by the Committee. The Secretary shall give at least 21 days' notice of the AGM to all Members of the Society. All Members of the Society whose subscription is fully paid up to the 30th September shall be entitled to attend and vote at the meeting.
13.3 Before any business is transacted the chair shall be taken by the President or in the absence of the President by a Member of the Society elected for the purpose from among those present.
13.4 The Committee shall present to each AGM the report and accounts of the Society for the preceding year.
13.5 Nominations for election to the Committee must be made by Members of the Society in writing and be in the hands of the Secretary at least seven days before the AGM. Should nominations exceed vacancies, election shall be by ballot.
14.1 The Committee may call a special general meeting of the Society at any time. If at least ten members request such a meeting in writing stating the business to be considered the Secretary shall call such a meeting. At least 21 days' notice must be given. The notice must state the business to be discussed.
15.1 The Secretary or other person specially appointed by the Committee shall keep a full record of proceedings at every general meeting of the Society.
15.2 There shall be a quorum when at least one-tenth of the number of Members of the Society for the time being or ten members of the Society, whichever is the greater, are present at any general meeting.
15.3 Each paid-up Member of the Society shall have one vote, and in the event of a tie the chairman shall have a second or casting vote.
Any notice required to be served on any Member of the Society shall be in writing and shall be served by the Secretary on any Member either personally or by sending it through the post in a pre-paid letter addressed to such Member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within ten days of posting.
The Constitution may be altered by a resolution passed by not fewer 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. No amendment shall be made to clause 1 (the name of charity clause), clause 3 (the objects clause), clause 11 (the committee members not to be personally interested clause), this clause, or clause 18 (the dissolution clause) without the prior written permission of the Charity Commissioners.
If the Committee decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all Members of the Society, of 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 Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to the Society for the Promotion of Hellenic Studies and the Society for the Promotion of Roman Studies in equal amounts. A copy of the statement of accounts, or account and statement, for the final accounting period of the Society must be sent to the Charity Commissioners.
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