THE SURVEY OF LINCOLN – DRAFT CONSTITUTION considered at June 2019 AGM
Registered Charity Number................... Approved by the Charity Commission............................................
1.1 Name The name of the Charitable Incorporated Organisation (CIO) is THE SURVEY OF LINCOLN.
1.2 Principal office The principal office is in England.
1.3 Object to encourage research into, and the education of the public in, the topographic economic and social history of Lincoln and its hinterland, by holding meetings, publishing books and periodicals, maintaining a website, and such other activities as are likely to promote this object.
1.4 Compliance The CIO must comply with (i) the Charities Act 2011 or its statutory re-enactment (ii) the Charitable Incorporated Organisations (General) Regulations 2012 and the Charitable (Dissolution) Regulations 2012 or their modifications.
1.5 First Trustees The first charity trustees (trustees) are [Names of 2018/19 Executive Committee]
2. RECORD KEEPING
2.1 Minutes The CIO must keep minutes of its decisions, at general meetings, those of the trustees and any committee they have established.
2.2 Finances The CIO must maintain a bank account in its name and, on such terms as it thinks fit, raise and manage funds. Instructions to the bank to make payments must be authenticated by two trustees. The income and property of the CIO must be applied solely towards the promotion of the object.
3.1 Applications Membership is open to individuals or constituted organisations interested in furthering the CIO’s object, who in applying submit the information required by the trustees. The trustees reserve the right to reject applications.
3.2 Fees the CIO may require members to pay reasonable membership fees to the CIO. A member with unpaid fees at the 1st October shall be deemed to have resigned.
3.3 Termination The trustees may suspend any member whose actions have brought the CIO into disrepute and may propose to the next Annual General Meeting (AGM) that their membership be terminated by the decision of the members present.
3.4 Liabilities Members have no personal responsibility for the CIO's liabilities.
4. GENERAL MEETINGS
4.1General Meetings The first AGM of the CIO must be held within 18 months of its registration, and subsequent AGMs must be held at intervals of not more than 15 months. The trustees may call a general meeting of the CIO at any time; they must call one within three months upon a requisition from at least 20% of the members.
4.2 Notices Notice of a general meeting must be sent to members giving at least 21 days notice and must include the time, date and venue of the meeting. Accidental omission by the CIO to send a member notice of a general meeting or by any defect in the register of members does not invalidate proceedings. The quorum for general meetings shall be ten members.
4.3 AGM business The normal business of the AGM will include approval of the annual report and statement of accounts to the previous 31st March, the election of trustees, and the appointment of an independent examiner.
4.4 Any other business The chair of a general meeting may allow the members present to raise any item of business and make recommendations to the trustees for their future deliberation.
4.5 Decisions. A member shall have one vote. A decision, except as provided below requires a simple majority of members voting. Voting shall be by a show of hands. The exceptions are:
· Ballot for Trustee Vacancies (Clause 4.7)
· Amendments to the constitution or
· Merging or linking to another CIO or Dissolving the CIO (Clause 6.1.)
4.6 Election of Trustees Members seeking election as a trustee shall complete a nomination form in a format agreed by the trustees. A nomination must be seconded by another member. Completed nomination forms must be received by the secretary no later than 35 days before an AGM. Trustees serve to the conclusion of an AGM.
4.7 Ballot for Trustee Vacancies a list of members seeking election as a trustee shall be circulated with a notice of the AGM. If the number of candidates is greater than the number of vacancies as per Clause 5.2 a ballot shall be conducted of the members present. A member shall have up to one vote per vacancy. When necessary, in the event of equality of votes, those tied shall draw lots.
5.1 Definition Of A trustee must be a member and a natural person. The trustees shall manage the affairs of the CIO, and may for that purpose exercise all the powers of the CIO.
5.2 Number Of There shall be a minimum of three trustees and such others as considered necessary to provide the skills or special knowledge required to manage the CIO.
At their first meeting after an AGM the trustees shall appoint a chair, a secretary and a treasurer (the officers) and allocate roles and duties to other trustees as required. They may co-opt, without any voting rights, people who can assist their decision-making processes.
The trustees may fill any vacancy arising between AGMs and must do so if their number is less than three.
5.3 Agreement to Act On their appointment a trustee must confirm in writing they are willing to act. In doing so they confirm they are not disqualified from being a trustee, and have obtained the age of majority.
5.4 Meetings The trustees shall meet as necessary. At least 14 days notice must be given. A quorum for a meeting of the trustees is a minimum of two or one-third (rounded up to the next whole number) of the number of trustees whichever is the greater. Decisions require a simple majority of those eligible to vote. In the case of an equality of votes, the resolution is lost. Trustees may make decisions without meeting.
5.5 Delegation The trustees may authorize a trustee to undertake a specific action on their behalf or delegate particular business to a committee, specifying such constraints and conditions as they may deem appropriate. A committee must include at least two trustees.
5.6 Interests A trustee must declare the nature and extent of any interest, direct or indirect, in a transaction or arrangement between third parties and the CIO.
5.7 Contract with the CIO If the trustees are satisfied that it is in the best interests of the CIO they may contract with or make arrangements with a trustee or connected person or business to supply goods, or receive services. Interested trustees shall be absent from the part of any meeting at which a proposal to enter into a contract or arrangement with them is discussed. They must not be counted in a quorum, or vote in any resulting resolution.
5.8 Employment by the CIO No trustee or connected person may be employed by the CIO.
5.9 Benefits Trustee Indemnity Insurance apart, a trustee or connected person may not receive a benefit from the CIO unless it is available generally to members.
5.10 Bye Laws The trustees may from time to time make such reasonable bye laws as they deem necessary or expedient.
6. CHANGES TO THE CIO
6.1 If the trustees decide that:
· the constitution requires amendment or
· a merger or link with or to another CIO is desirable or
· the CIO be dissolved
they shall prepare a resolution for a general meeting. Resolutions for amendments to the constitution must include the text. and any financial implications including in the case of dissolution to which organisations any remaining funds, after settlement of all liabilities, are to be dispersed. The objects of the nominated organisations must be in sympathy with the CIO’s object. Such decisions require a three-quarters majority of those voting and present and the subsequent approval of the Charity Commission.
6.2 Disputes If a dispute arises between members about the validity or propriety of anything done under this constitution the trustees shall appoint an arbitral tribunal, as provided for by the Arbitration Act 1996 or its statutory re-enactment. The tribunal’s decision shall be final.
End of Draft Constitution.