STAMFORD CIVIC SOCIETY (registered charity no. 242571)
Constitution adopted on the 5th March 2014, amended at EGM on 19th April 2023
PART 1
1. Name
The association’s name is Stamford Civic Society (the ‘Society’). The Society is non-party political and non-profit making.
2. Objects
The Society’s objects (‘the objects’) are:
(1) To encourage high standards of architecture and town planning in the town and its surroundings and the conservation, development and improvement of those features which contribute to pleasing conditions in which to work and live. This includes commenting on planning applications and where appropriate seeking to influence decisions.
(2) To stimulate public interest in and care for the beauty, history and character of the town, by promoting an awareness of heritage issues in all age groups.
(3) To endeavour to make Stamford even more attractive, enjoyable and distinctive and seek to protect heritage, enhance the Urban environment and promote Civic pride.
(4) To pursue these ends by means of meetings, exhibitions, lectures, publications, other forms of publicity and promotion of schemes of a charitable nature.
3. Application of income and property
(1) The income and property of the Society shall be applied solely towards the promotion of the objects.
(2) A trustee is entitled to be reimbursed reasonable expenses properly incurred by him or her when acting on behalf of the Society.
(3) A trustee may benefit from trustee indemnity insurance cover purchased at the Society’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(4) None of the income or property of the Society may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Society. This does not prevent a member who is not a trustee from receiving reasonable and proper remuneration for goods or services supplied to the Society.
4. Benefits and payments to trustees and connected persons
No trustee or connected person may sell goods, services or any interest in land to the Society, be employed by, or receive any remuneration from, the Society or receive any other financial benefit from the Society, direct or indirect, which is either money or has a monetary value, except that a trustee or connected person may take part in the normal trading and fundraising activities of the Society on the same terms as members of the public.
5. Dissolution
(1) If the members resolve to dissolve the Society the trustees will remain in office as trustees and be responsible for winding up the affairs of the Society.
(2) The trustees must collect in all the assets of the Society and must pay or make provision for all the liabilities of the Society.
(3) The trustees must apply any remaining property or money directly for the objects or by transfer to any charity or charities for purposes the same as or similar to the Society or in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.
(4) The members may pass a resolution before or at the same time as the resolution to dissolve the Society specifying the manner in which the trustees are to apply the remaining property or assets of the Society and the trustees must comply with the resolution if it is consistent with sub-clause (3) above.
(5) The trustees must notify the Commission promptly that the Society has been dissolved. If the trustees are obliged to send the Society’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Society’s final accounts.
6. Amendment of Constitution
(1) Any provision contained in Part 1 of this Constitution may be amended by a resolution passed by not less than two thirds of the members present and voting at a general meeting provided that no amendment may be made that would have the effect of making the Society cease to be a charity at law and no amendment may be made to alter the objects if the change would undermine or work against the previous objects of the Society.
(2) Any provision contained in Part 2 of this Constitution may be amended by a resolution passed by a simple majority of the members present and voting at a general meeting.
PART 2
7. Membership
(1) Membership is open to individuals or organisations that are approved by the trustees, subject to their paying the annual subscription, at the rate currently in force. Subscriptions are due on October 1st. Members joining after April 1st in any year do not have to pay a further subscription in that calendar year.
(2) The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Society. The trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision. The trustees must consider any written representations the applicant may make about the decision. The trustees’ decision following any written representations must be notified to the applicant in writing but shall be final.
(3) Membership is not transferable to anyone else.
(4) The trustees must keep a register of names and addresses of the members.
8. Termination of membership
Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist;
(2) the member resigns by written notice to the Society unless, after the resignation, there would be less than two members;
(3) any sum due from the member to the Society is not paid in full within four months of it falling due;
(4) the member is removed from membership by a resolution of the trustees that it is in the best interests of the Society that his or her membership be terminated. A resolution to remove a member from membership may only be passed if the member has been given at least twenty one days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed, and the member or, at the option of the member, the member’s representative (who need not be a member of the Society) has been offered the opportunity to make representations to the meeting.
9. General meetings
(1) The Society must hold an Annual General Meeting in each year and not more than fifteen months may elapse between successive annual general meetings. The business of the Annual General Meeting shall be:
10. Notice of general meetings
(1) Fourteen clear days’ notice of any general meeting must be given to all the members and to the trustees.
(2) The notice must specify the date, time and place of the meeting and the nature of the business to be transacted.
11. Quorum at general meetings
(1) No business shall be transacted at any general meeting unless a quorum is present. A quorum is twenty members entitled to vote upon the business to be conducted at the meeting or one tenth of the total membership at the time, whichever is the greater.
(2) The authorised representative of a member organisation shall be counted in the quorum.
12. Chairman of general meetings
(1) General meetings shall be chaired by the honorary President or failing him or her by the Chairman. If there are no such persons or they are not present within fifteen minutes of the time appointed for the meeting a trustee nominated by the trustees shall chair the meeting.
(2) If there is only one trustee present and willing to act, he or she shall chair the meeting. If no trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.
13. Adjournments of general meetings
(1) The members present at a meeting may resolve that the meeting shall be adjourned. The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution.
(2) No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
(3) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven days’ notice shall be given of the re-convened meeting stating the date, time and place of the meeting.
14. Votes at general meetings
Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
15. Officers and Trustees
(1) The Society and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this Constitution. Except for the President, the officers and other members of the committee shall be the trustees of the Society (the ‘trustees’).
(2) The Society shall have the following officers: an honorary President, a chairman, a secretary and a treasurer.
(3) The President is to be elected by a General Meeting and remains in position until he/she resigns or someone else is appointed. The President is an honorary member of the Society and is not a Trustee.
(4) A trustee must be a member of the Society.
(5) The number of trustees shall be not less than three and shall be subject to a maximum of fourteen..
(6) The trustees may agree to set up sub-groups or committees within the Society with a specific remit to carry out tasks that enhance the work of the Society or provide the trustees with specific expert advice.
16. Appointment of trustees
(1) The Society in general meeting shall elect the officers and the other trustees.
(2) The trustees may appoint any person who is willing to act as a trustee, or as an officer unless a person has already been elected or appointed to that office and has not vacated the office .
(3) Each trustee shall retire with effect from the conclusion of every annual general meeting but shall be eligible for re-election at that annual general meeting.
(4) No-one may be elected a trustee or an officer at any annual general meeting unless at least seven days prior to the meeting the Society is given a notice that is signed by at least two members entitled to vote at the meeting, states the members’ intention to propose the appointment of a person as a trustee or as an officer and is signed by the person who is to be proposed to show his or her willingness to be appointed.
17. Powers of trustees
(1) The trustees must manage the business of the Society and they have the following powers in order to further the objects (but not for any other purpose):
(a) to raise funds.
(b) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(c) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects, or which support the society in its activities;
(d) to obtain and pay for such goods and services as are necessary for carrying out the work of the Society;
(e) to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
(f) to do all such other lawful things as are necessary for the achievement of the objects.
(2) No alteration of this Constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees.
18. Disqualification and removal of trustees
A trustee shall cease to hold office if he or she:
(1) is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
(2) ceases to be a member of the Society;
(3) resigns as a trustee by notice to the Society (but only if at least two trustees will remain in office when the notice of resignation is to take effect).
19. Proceedings of trustees
(1) The trustees may regulate their proceedings as they think fit, subject to this Constitution.
(2) Any trustee may call a meeting of the trustees.
(3) Questions arising at a meeting must be decided by a majority of votes. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(4) No decision may be made by a meeting of the trustees unless a quorum is present at the time the decision is purported to be made. The quorum shall be three.
(5) If there are only one or two trustees, they may act only for the purpose of filling vacancies or of calling a general meeting.
(6) The person elected as the Chairman shall chair meetings of the trustees. If the Chairman is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the trustees present may appoint one of their number to chair that meeting.
20. Conflicts of interests and conflicts of loyalties
A trustee must declare the nature and extent of any financial interest, direct or indirect, which he or she has in any transaction or arrangement entered into by the Society which has not been previously declared, and absent himself or herself from any discussions of the trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Society and any personal interest .
21. Saving provisions
All decisions of the trustees, or of a subcommittee of the trustees, shall be valid notwithstanding the participation in any vote of a trustee who is disqualified from holding office; who had previously retired or who had been obliged by this Constitution to vacate office; or who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise; if, without the vote of that trustee and that trustee being counted in the quorum, the decision has been made by a majority of the trustees at a quorate meeting.
This does not permit a trustee to keep any benefit that may be conferred upon him or her by a resolution of the trustees or of a subcommittee of trustees if the resolution would have been void, or if the trustee has not complied with clause 20 (Conflicts of interests and conflicts of loyalties).
22. Minutes
The trustees must keep minutes of all appointments of officers and trustees made by the trustees, proceedings at meetings of the Society, meetings of the trustees and subcommittees of trustees, including the names of the trustees present at the meetings, the decisions made at the meetings and where appropriate the reasons for the decisions.
23. Accounts, Annual Report, Annual Return
(1) The trustees must comply with their obligations under the Charities Act 2011 with regard to the keeping of accounting records for the Society, the preparation of annual statements of account for the Society, the transmission of the statements of account to the Commission, the preparation of an Annual Report and its transmission to the Commission and the preparation of an Annual Return and its transmission to the Commission.
(2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission.
24. Notices
(1) Any notice required by this Constitution to be given to or by any person must be in writing or given using electronic communications.
(2) The Society may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his or her address or by leaving it at the address of the member or by giving it using electronic communications to the member’s address.
(3) A member who does not register an address with the Society or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Society.
(4) A member present in person at any meeting of the Society shall be deemed to have received notice of the meeting and of the purposes for which it was called.
25. Disputes
If a dispute arises between members of the Society about the validity or propriety of anything done by the members under this Constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must then call a General Meeting where the wishes of the majority of members present at the meeting will prevail.
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Constitution adopted on the 5th March 2014, amended at EGM on 19th April 2023
PART 1
1. Name
The association’s name is Stamford Civic Society (the ‘Society’). The Society is non-party political and non-profit making.
2. Objects
The Society’s objects (‘the objects’) are:
(1) To encourage high standards of architecture and town planning in the town and its surroundings and the conservation, development and improvement of those features which contribute to pleasing conditions in which to work and live. This includes commenting on planning applications and where appropriate seeking to influence decisions.
(2) To stimulate public interest in and care for the beauty, history and character of the town, by promoting an awareness of heritage issues in all age groups.
(3) To endeavour to make Stamford even more attractive, enjoyable and distinctive and seek to protect heritage, enhance the Urban environment and promote Civic pride.
(4) To pursue these ends by means of meetings, exhibitions, lectures, publications, other forms of publicity and promotion of schemes of a charitable nature.
3. Application of income and property
(1) The income and property of the Society shall be applied solely towards the promotion of the objects.
(2) A trustee is entitled to be reimbursed reasonable expenses properly incurred by him or her when acting on behalf of the Society.
(3) A trustee may benefit from trustee indemnity insurance cover purchased at the Society’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(4) None of the income or property of the Society may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Society. This does not prevent a member who is not a trustee from receiving reasonable and proper remuneration for goods or services supplied to the Society.
4. Benefits and payments to trustees and connected persons
No trustee or connected person may sell goods, services or any interest in land to the Society, be employed by, or receive any remuneration from, the Society or receive any other financial benefit from the Society, direct or indirect, which is either money or has a monetary value, except that a trustee or connected person may take part in the normal trading and fundraising activities of the Society on the same terms as members of the public.
5. Dissolution
(1) If the members resolve to dissolve the Society the trustees will remain in office as trustees and be responsible for winding up the affairs of the Society.
(2) The trustees must collect in all the assets of the Society and must pay or make provision for all the liabilities of the Society.
(3) The trustees must apply any remaining property or money directly for the objects or by transfer to any charity or charities for purposes the same as or similar to the Society or in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.
(4) The members may pass a resolution before or at the same time as the resolution to dissolve the Society specifying the manner in which the trustees are to apply the remaining property or assets of the Society and the trustees must comply with the resolution if it is consistent with sub-clause (3) above.
(5) The trustees must notify the Commission promptly that the Society has been dissolved. If the trustees are obliged to send the Society’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Society’s final accounts.
6. Amendment of Constitution
(1) Any provision contained in Part 1 of this Constitution may be amended by a resolution passed by not less than two thirds of the members present and voting at a general meeting provided that no amendment may be made that would have the effect of making the Society cease to be a charity at law and no amendment may be made to alter the objects if the change would undermine or work against the previous objects of the Society.
(2) Any provision contained in Part 2 of this Constitution may be amended by a resolution passed by a simple majority of the members present and voting at a general meeting.
PART 2
7. Membership
(1) Membership is open to individuals or organisations that are approved by the trustees, subject to their paying the annual subscription, at the rate currently in force. Subscriptions are due on October 1st. Members joining after April 1st in any year do not have to pay a further subscription in that calendar year.
(2) The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Society. The trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision. The trustees must consider any written representations the applicant may make about the decision. The trustees’ decision following any written representations must be notified to the applicant in writing but shall be final.
(3) Membership is not transferable to anyone else.
(4) The trustees must keep a register of names and addresses of the members.
8. Termination of membership
Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist;
(2) the member resigns by written notice to the Society unless, after the resignation, there would be less than two members;
(3) any sum due from the member to the Society is not paid in full within four months of it falling due;
(4) the member is removed from membership by a resolution of the trustees that it is in the best interests of the Society that his or her membership be terminated. A resolution to remove a member from membership may only be passed if the member has been given at least twenty one days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed, and the member or, at the option of the member, the member’s representative (who need not be a member of the Society) has been offered the opportunity to make representations to the meeting.
9. General meetings
(1) The Society must hold an Annual General Meeting in each year and not more than fifteen months may elapse between successive annual general meetings. The business of the Annual General Meeting shall be:
- To receive the accounts of the Society and the report thereon
- To receive the Chairman’s report on the activities of the past year
- To elect Officers and Committee of the Society
- To vary the rate of Annual subscription if recommended by the Trustees
- To consider any resolutions of which due notice has been given
- Informally to discuss any other business with the permission of the Chairman.
10. Notice of general meetings
(1) Fourteen clear days’ notice of any general meeting must be given to all the members and to the trustees.
(2) The notice must specify the date, time and place of the meeting and the nature of the business to be transacted.
11. Quorum at general meetings
(1) No business shall be transacted at any general meeting unless a quorum is present. A quorum is twenty members entitled to vote upon the business to be conducted at the meeting or one tenth of the total membership at the time, whichever is the greater.
(2) The authorised representative of a member organisation shall be counted in the quorum.
12. Chairman of general meetings
(1) General meetings shall be chaired by the honorary President or failing him or her by the Chairman. If there are no such persons or they are not present within fifteen minutes of the time appointed for the meeting a trustee nominated by the trustees shall chair the meeting.
(2) If there is only one trustee present and willing to act, he or she shall chair the meeting. If no trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.
13. Adjournments of general meetings
(1) The members present at a meeting may resolve that the meeting shall be adjourned. The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution.
(2) No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
(3) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven days’ notice shall be given of the re-convened meeting stating the date, time and place of the meeting.
14. Votes at general meetings
Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
15. Officers and Trustees
(1) The Society and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this Constitution. Except for the President, the officers and other members of the committee shall be the trustees of the Society (the ‘trustees’).
(2) The Society shall have the following officers: an honorary President, a chairman, a secretary and a treasurer.
(3) The President is to be elected by a General Meeting and remains in position until he/she resigns or someone else is appointed. The President is an honorary member of the Society and is not a Trustee.
(4) A trustee must be a member of the Society.
(5) The number of trustees shall be not less than three and shall be subject to a maximum of fourteen..
(6) The trustees may agree to set up sub-groups or committees within the Society with a specific remit to carry out tasks that enhance the work of the Society or provide the trustees with specific expert advice.
16. Appointment of trustees
(1) The Society in general meeting shall elect the officers and the other trustees.
(2) The trustees may appoint any person who is willing to act as a trustee, or as an officer unless a person has already been elected or appointed to that office and has not vacated the office .
(3) Each trustee shall retire with effect from the conclusion of every annual general meeting but shall be eligible for re-election at that annual general meeting.
(4) No-one may be elected a trustee or an officer at any annual general meeting unless at least seven days prior to the meeting the Society is given a notice that is signed by at least two members entitled to vote at the meeting, states the members’ intention to propose the appointment of a person as a trustee or as an officer and is signed by the person who is to be proposed to show his or her willingness to be appointed.
17. Powers of trustees
(1) The trustees must manage the business of the Society and they have the following powers in order to further the objects (but not for any other purpose):
(a) to raise funds.
(b) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(c) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects, or which support the society in its activities;
(d) to obtain and pay for such goods and services as are necessary for carrying out the work of the Society;
(e) to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
(f) to do all such other lawful things as are necessary for the achievement of the objects.
(2) No alteration of this Constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees.
18. Disqualification and removal of trustees
A trustee shall cease to hold office if he or she:
(1) is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
(2) ceases to be a member of the Society;
(3) resigns as a trustee by notice to the Society (but only if at least two trustees will remain in office when the notice of resignation is to take effect).
19. Proceedings of trustees
(1) The trustees may regulate their proceedings as they think fit, subject to this Constitution.
(2) Any trustee may call a meeting of the trustees.
(3) Questions arising at a meeting must be decided by a majority of votes. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(4) No decision may be made by a meeting of the trustees unless a quorum is present at the time the decision is purported to be made. The quorum shall be three.
(5) If there are only one or two trustees, they may act only for the purpose of filling vacancies or of calling a general meeting.
(6) The person elected as the Chairman shall chair meetings of the trustees. If the Chairman is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the trustees present may appoint one of their number to chair that meeting.
20. Conflicts of interests and conflicts of loyalties
A trustee must declare the nature and extent of any financial interest, direct or indirect, which he or she has in any transaction or arrangement entered into by the Society which has not been previously declared, and absent himself or herself from any discussions of the trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Society and any personal interest .
21. Saving provisions
All decisions of the trustees, or of a subcommittee of the trustees, shall be valid notwithstanding the participation in any vote of a trustee who is disqualified from holding office; who had previously retired or who had been obliged by this Constitution to vacate office; or who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise; if, without the vote of that trustee and that trustee being counted in the quorum, the decision has been made by a majority of the trustees at a quorate meeting.
This does not permit a trustee to keep any benefit that may be conferred upon him or her by a resolution of the trustees or of a subcommittee of trustees if the resolution would have been void, or if the trustee has not complied with clause 20 (Conflicts of interests and conflicts of loyalties).
22. Minutes
The trustees must keep minutes of all appointments of officers and trustees made by the trustees, proceedings at meetings of the Society, meetings of the trustees and subcommittees of trustees, including the names of the trustees present at the meetings, the decisions made at the meetings and where appropriate the reasons for the decisions.
23. Accounts, Annual Report, Annual Return
(1) The trustees must comply with their obligations under the Charities Act 2011 with regard to the keeping of accounting records for the Society, the preparation of annual statements of account for the Society, the transmission of the statements of account to the Commission, the preparation of an Annual Report and its transmission to the Commission and the preparation of an Annual Return and its transmission to the Commission.
(2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission.
24. Notices
(1) Any notice required by this Constitution to be given to or by any person must be in writing or given using electronic communications.
(2) The Society may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his or her address or by leaving it at the address of the member or by giving it using electronic communications to the member’s address.
(3) A member who does not register an address with the Society or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Society.
(4) A member present in person at any meeting of the Society shall be deemed to have received notice of the meeting and of the purposes for which it was called.
25. Disputes
If a dispute arises between members of the Society about the validity or propriety of anything done by the members under this Constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must then call a General Meeting where the wishes of the majority of members present at the meeting will prevail.
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