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CONSTITUTION OF THE SOMERSETSHIRE COAL CANAL
SOCIETY
Adopted on the twentieth day of May 1995
A) Name
The name of the Association is - The Somersetshire Coal
Canal Society ("the Charity")
B) Administration
Subject to 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 cause G of this constitution ("the
Executive Committee")
C) Objects
The Charity objects ("the objects") are
1) To advance the education of the general public in the
history of the Somersetshire Coal Canal
2) The preservation and restoration
of the Somersetshire Coal Canal and its structures
for the benefit of the public
D) Powers
In furtherance of the objects but not otherwise the
Executive Committee may exercise the following powers
1) 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.
2) 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.
3) Power subject to any consents required by law to sell,
lease or dispose of all or any part of the property of the
Charity
4) Power to co-operate with other charities, voluntary
bodies and statutory authorities in furtherance of the
objects or of similar charitable purpose and to exchange
information and advice with them.
5) Powers to establish or support any charitable trusts,
associations or institutions formed for all or any of these
objects.
6) Power to appoint and constitute such advisory
committees as the Executive Committee may think fit.
7) Powers to do all lawful things as are necessary for
the achievement of the objects.
E) Membership
1) Membership of the Charity shall be open to:
a) Individuals (over 18 years of age) who are interested
in furthering the work of the Charity and who have paid any
annual subscription laid down from time to time by the
Executive committee and
b) any body incorporated or unincorporated association
which is interested in furthering the Charity's work and has
paid any annual subscription (any such body being called in
this constitution a "member organisation")
c) Every member shall have one vote.
d) 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 representatives at any meeting of the Charity if
the appointed representative is unable to attend.
e) Each member organisation shall notify the name of the
representative appointed by it and of any alternate to the
secretary. If the representative or alternate resigns from
or otherwise leaves the member organisation, he or she shall
forthwith cease to be representative of the member
organisation.
f) The Executive Committee may by unanimous vote and 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.
F) Honorary Officers
At a meeting of the Executive Committee following the
annual general meeting the conmittee shall elect from among
their number a chairman, secretary and treasurer who will
serve for a three year term and then can stand for
re-election. They shall hold office from the conclusion of
this Executive Committee meeting.
G) Executive Committee
1) The Executive Committee shall consist of not less then
3 members and not more than 10 members. They will be elected
at the annual general meeting and shall hold office for
three years from the conclusion of the annual general
meeting. They can stand for re-election after three years.
2) The Executive Committee may appoint not more than
three co-opted members 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 Executive Committee would be co-opted
members. Each appointment can take place at an ordinary
meeting of the Executive Committee and the appointment takes
effect from the end of that meeting unless the appointment
is for a place which has not yet been vacated in which case
the appointment takes effect when that place becomes vacant.
All persons so co-opted will have to stand at the next
annual general meeting for election to the Executive
Committee if they wish to continue on the Executive
Committee.
3) 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.
4) Nobody shall be appointed as a member of the Executive
Committee who is aged under 18 or who would if appointed be
disqualified under the provision of the following clause.
5) No person shall be entitled to act as a member of the
Executive Committee whether on first or 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 in trusts for the Charity.
H) Determination of Membership of the
Executive Committee
A member of the Executive Committee shall cease to hold
office if he or she
1) is disqualified from acting as a member of the
Executive Committee by virtue of section 45 of the Charities
Act 1992 (or any statutory re-enactment or modification of
that provision).
2) becomes incapable by reason of mental disorder,
illness or injury of managing and administering his or her
own affairs
3) is absent without the permission of the Executive
Committee from all their meetings held within a period of 1
year and the Executive Committee resolves that his or her
office be vacated or
4) 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).
5) fails to pay their annual subscription to the Charity.
I) Executive Committee Members not to be
personally interested
1) Subject to the provision of sub-clause (2) of this
clause no member of the Executive Committee shall acquire
any interest in property belonging to the Charity (otherwise
than as a member of the Executive Committee) or receive
remuneration or be interested (otherwise that as a member of
the Executive Committee) in any contract entered into by the
Executive Committee.
2) Any member of the Executive Committee for the time
being who is a solicitor, accountant or other person engaged
in a profession may charge and be paid for all usual
professional charges for business done by him or her or his
or her firm when instructed by other members of the
Executive Committee to act in a professional capacity on
behalf of the Charity: Provided that at no time shall a
majority of the members of the Executive Committee benefit
under this provision and that a member of the Executive
Committee shall withdraw from any meeting at which his or
her own instructions or remuneration or that of his or her
firm, is under discussion.
J) Meetings and proceedings of the
Executive Committee
1) The Executive Committee shall hold at least two
meetings each year. A special meeting my be called at any
time by the chairman or by two members of the Executive
Committee upon not less than 4 days notice being given to
other members of the Executive Committee of the matters to
be discussed.
2) The chairman shall act as chairman at meetings of the
Executive Committee. If the chairman is absent from any
meetings, the members of the Executive Committee present
shall choose one of their number to be chairman of the
meeting before any other business is transacted.
3) There shall be a quorum when at least one third of the
number of members of the Executive Committee for the time
being, or three members of the Executive Committee, which
ever is greater, are present at the meeting.
4) Every matter shall be determined by a majority vote of
the members of the Executive Committee present and voting on
the question but in the case of equality of votes the
chairman of the meeting shall have a second or casting vote.
5) The Executive Committee shall keep minutes, in books
kept for the purpose, of the proceedings of the Executive
Committee and any sub-committee.
6) The Executive Committee may from time to time make or
alter rules for the conduct of their business, the summoning
and conduct of their meetings and custody of their
documents. No rule may be made which is inconsistent with
this constitution.
7) The Executive Committee may appoint one or more
sub-committees consisting of two or more members of the
Executive Committee for the purpose of making any 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
subcommittees shall be fully and promptly reported to the
Executive Committee.
K) Receipts and expenditure
1) The funds of the Charity including all donations
contributions and bequest, shall be paid into an account
operated by the Executive Committee in the name of the
Charity at such bank(s) as the Executive Committee shall
from time to time decide. All cheques drawn on the account
and transfers between accounts must be signed by person(s)
who are members of the Executive Committee. A minimum of
three members shall be authorised to sign on behalf of the
Charity. If a person leaves the Executive Committee who is a
signatory then the Executive Committee must take immediate
steps to replace that person as a signatory. Pending change
of signatory except in a emergency agreed by two members of
the Executive Committee that person must not sign any
cheques or transfers.
2) The funds belonging to the Charity shall be applied
only in furthering the objects.
L) Property
1) Subject to the provisions of sub-clause (2) of this
clause, the Executive Committee shall cause the title to:
a) all lands held by or in trust for the Charity
which is not vested in the Official Custodian for
Charities; and
b) all investments held by or on behalf of the
Charity;
either in a corporation entitled to act as custodian
trustees or in not less than three individuals appointed as
holding trustees. Holding trustees may be removed by the
Executive Committee at their pleasure and shall act in
accordance with the lawful directions of the Executive
Committee. Provided they acted only in accordance with the
lawful directions of the Executive Committee, the holding
trustees shall not be liable for the acts and defaults of
its members. to be vested
2) If a corporation entitled to act as custodian trustee
has not been appointed to hold property of the Charity, the
Executive Committee may permit any investments held by or in
trust for the Charity 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 Executive Committee, and may pay such a nominee
reasonable and proper remuneration for acting as such.
M) Accounts
1) The Executive Committee shall comply with their
obligations under the Charities Act 1992 (or any statutory
re-enactment or modification of that Act) with regard to:
a) the keeping of accounts record of the Charity
b) the preparation of annual statements of accounts
for the Charity
c) the auditing or independent examination of the
statements of account of the Charity and d) the
transmission of the statement of accounts of the Charity
to the Commissioners
2) The financial year of the Charity shall run from 1st
April to 31st March. This may be changed by the Executive
Committee. The first set of annual accounts shall run from
1st April 1995 to 31 st March 1996
N) Annual Report
The Executive Committee shall comply with their
obligations under the Charities Act 1992 (or any statutory
re-enactment or modification of that Act) with regard to the
preparation of the annual report and its transmission to the
Conimissioners.
O) Annual Return
The Executive Committee shall comply with their
obligations under the Charities Act 1992 (or any statutory
re-enactment or modification of that Act) with regard to the
preparation of the annual return and its transmission to the
Commissioners.
P) Annual General Meeting
1) There shall be an annual general meeting of the
Charity which shall be held in the month of May or June each
year or as soon as practicable thereafter.
2) Every annual general meeting shall be called by the
Executive Conunittee. The secretary shall give at least 21
days notice of the annual general meeting to all members of
the Charity. All members of the Charity shall be entitled to
attend and vote at the meeting.
3) Before any other business is transacted at the first
annual general meeting the persons present shall appoint a
chairman of the meeting. The chairman of the Executive
Committee shall be the chairman of subsequent annual general
meetings, but if he or she is not present, before any other
business is transacted, the persons present shall appoint a
chairman of the meeting.
4) The Executive Committee shall present to each annual
general meeting the report and accounts for the Charity for
the preceding year.
5) 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 of the Executive Committee
two weeks before the annual general meeting. Voting can be
either by show of hands or by ballot the method to be
decided upon by the Executive Committee prior to the annual
general meeting.
Q) Special General Meetings
The Executive Committee may call a special general
meeting of the Charity 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.
R) Procedure at General Meetings
1) The secretary or other person specially appointed by
the Executive Committee shall keep a full record of
proceedings at every general meeting of the Charity
2) There shall be a quorum when at least one tenth of the
number of members of the Charity for the time being or ten
members of the Charity, whichever is the greater, are
present at any general meeting.
S) Notices
Any notice required to be served on any member of the
Charity shall be in writing and shall be served by the
secretary or the Executive Committee on any members either
personally or-by sending it through the post in a prepaid
letter addressed to such members at his or her last know
address in the United Kingdom, and any letter so sent shall
be deemed to have been received with in 10 days of posting.
T) Alterations to the Constitution
1) Subject to the following provisions of this clause the
Constitution may be altered by a resolution passed by not
less that two thirds of the members present and voting at
general meeting. The notice of the general meeting must
include notice of the resolution, setting out the terms of
the alteration proposed.
2) No amendment may be made to clause A (the name of the
Charity clause), clause C (the objects clause), clause G
(Executive Committee members not to be personally
interested), clause U (the dissolution clause) or this
clause without prior consent in writing of the
Commissioners.
3) No amendments may be made which would have the effect
of making the Charity cease to be a Charity at law.
U) Dissolution
If the Executive Committee decides that it is necessary
or advisable to dissolve the Charity it shall call a meeting
of all members of the Charity. of which not less than 21
days' notice (stating 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
Executive Committee shall have power to realise any assets
held by or on behalf of the Charity. Any assets remaining
after satisfaction of any proper debts and liabilities shall
be given or transferred to such other local canal charitable
institution or institutions having objects similar to
objects of the Charity as the members of the Charity may
determine or failing that shall be applied for some other
charitable purpose. A copy of the statement of accounts, or
account and statement, for the final accounting period of
the Charity must be sent to the Commissioners.
V) Arrangements until first Annual
General Meeting
Until the first annual general meeting takes place this
constitution shall take effect as if references to the
Executive Committee were references to the persons whose
signatures appear at the bottom of this document.
This constitution was adopted on the date mentioned above
at the Annual General meeting of the Society.
Signed
Chairman (Roger Halse)
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