Posted on 05 Feb 2012
SOLENT PROTECTION SOCIETY Registered Charity No 236539 RULES – 2011
1. NAME The name of the Society shall be the Solent Protection Society
2. OBJECTIVES To promote for the benefit of the public the conservation, protection and improvement of the physical and natural environment of the Solent area so that it may continue to be enjoyed by present and future generations
(a) There shall be the following classes of membership: (i) Life – comprising persons elected by the Council in appreciation of service to the Society’s objectives (ii) Ordinary (iii) Corporate, comprising: Clubs/Associations Commercial Organisations (iv) Junior.
(b) The obligations of members are: (i) Every member shall endeavour to further the Society’s objectives and shall be bound by the Society’s rules. (ii) Any member may resign membership at will.
(c) Voting rights at General Meeting: (i) Each life or ordinary or member shall be entitled to one vote, except the member in the chair, who shall be entitled to one vote and also to a casting vote. (ii) A life or ordinary member voting as a duly authorised representative of a corporate member shall not thereby lose his or her personal vote. (iii) Each corporate member shall be entitled to three votes to be cast by one duly authorised representative, who need not be a member.
(d) Subscriptions: (i) Subscriptions shall be paid annually and their minimum amounts shall be determined by the Council from time to time. (ii) The membership of a member who has failed to pay the minimum subscription for more than three months after the due date may be terminated by the Council but the Council may restore such membership at its discretion.
(a) The officers shall be elected from among the life or ordinary members. They shall be a President and Vice-Presidents, who shall be nominated by the Council for election at each Annual General Meeting, a Chairman and Vice-Chairmen of the Council and an Honorary Treasurer. (b) The President may nominate a Vice-President or a member of the Council to act for him on any occasion.
(c) The Chairman and Vice-Chairmen of the Council shall be elected annually by the Council from among their number at the first meeting of the Council held after the Annual General Meeting.
(d) The Honorary Treasurer shall be nominated by the Council for election at each Annual General Meeting and shall, on election as Honorary Treasurer, become a member of the Council ex-officio.
5. THE COUNCIL
(a)The Council shall manage the affairs of the Society and in doing so it may appoint such standing and ad-hoc committees as it considers appropriate to assist it in the discharge of its duties and responsibilities; such committees to report monthly to the Council or at such other time as the Council directs.
(b) The Council shall consist of not more than twenty five life or ordinary members of the Society including the Chairman, Vice-Chairmen and the Honorary Treasurer. Seven members of the Council shall form a quorum. Decisions of the Council shall when necessary be made by a simple majority vote. Each member of the Council shall have one vote only at a meeting of the Council except the Chairman of the meeting who shall have a casting vote should such be needed.
(c) The Council shall decide the location of each Council meeting. Should the Chairman and Vice-Chairmen all be absent from any meeting of the Council the members of the Council present shall elect a chairman from among their number for that meeting.
(d) The President and Vice-Presidents shall not be eligible for election to the Council but shall be entitled to attend meetings of the Council should they so desire.
(e) The Council shall appoint a Secretary of the Society who shall hold office at the discretion of the Council; the Council shall determine remuneration for that appointment from time to time. The Secretary shall normally attend all Council and General meetings but shall not be a member of the Council.
(f) The Council may appoint an Executive Officer (EO) or such similarly titled executive to be responsible for day to day activities of the Society, to represent the Society and carry out such other duties and responsibilities of the Society and its Chairman as may be delegated to the EO. The Council shall determine remuneration for that appointment from time to time. The EO shall normally attend all Council and General Meetings but shall not be a member of the Council.
(g) The Council may appoint a Public Relations Officer (PRO) who shall hold office at the discretion of the Council; the Council may determine remuneration for that appointment from time to time. The PRO shall normally attend all Council and General meetings but shall not be a member of the Council.
(h) Members of the Council, subject to the provisions of paragraph (i) below and except with the prior written approval of the Charity Commission, shall not receive any benefit in money or kind (other than reimbursement of expenses properly incurred on behalf of the Society), have a financial interest in the supply of goods or services to the Society or acquire or hold any interest in property of the Society (except as a Trustee).
(i) The Council shall have power to provide indemnity insurance for the Members of the Council out of the income of the Society but such insurance shall not extend to: (i) Any claim arising from any act or omission that the Member knew to be a breach of trust or duty or was committed in reckless disregard of whether it was a breach of trust or duty. (ii) The costs of an unsuccessful defence to a criminal prosecution brought against the Member in their capacity as a Member of the Council.
(j) The Honorary Treasurer shall keep proper books of account and records and shall present audited accounts of the Society to the Annual General Meeting in respect of each financial year of the Society which shall end on the thirtieth of June unless it is determined otherwise by the Council.
6.. ELECTION OF THE COUNCIL
(a) Members of the Council shall be elected thereto by the Annual General Meeting. Each eligible candidate shall be a life or ordinary member of the Society and shall be nominated for election by a second member and seconded by a third member. Nominations, which shall be in writing and shall include the name, style and address of the candidate nominated together with a statement signed by him or her that he or she is willing to serve if elected, shall reach the Secretary not later than twenty eight days before the relevant General Meeting. Each such nomination shall also be signed by the members nominating and seconding the candidate.
(b) At each Annual General Meeting one third of the members of the Council shall retire in order of date of election but such members shall be eligible for re-election.
(c) The Council may co-opt a member of the Society who is eligible to be a member of the Council to fill any vacancy in the number of Council members until the next Annual General Meeting.
Auditors shall be appointed at each Annual General Meeting.
8. GENERAL MEETINGS
(a) Not less fifty six days’ notice of the date on which it is proposed to hold an Annual General Meeting shall be publicised in the Society’s newsletters and website.
(b) An Annual General Meeting shall be held once in every financial year and within six months after the financial year end of the Society. All other general meetings shall be Extraordinary General Meetings and shall be convened by the Secretary on requisition by the Council or by ten or more members of the Society.
(c) Not less than twenty one days’ notice of any General Meetings shall be given to all members.
(d) The President or his nominee shall take the chair at General Meetings. In the absence of the President and failing any nomination by him the chair shall be taken by the Chairman or a Vice-Chairman of the Society.
(e) At General Meetings fifteen members shall form a quorum. A life or ordinary member shall count as one member only towards a quorum, though he or she shall retain three votes for the corporate member and one personal vote for him or herself.
(f) The agenda for a General Meeting shall be shown in the notice convening the meeting and business shall be confined to the agenda. Any member wishing to propose a resolution for consideration at a General Meeting under the head of ‘Any Other Business’ shall give notice in writing, signed by him or herself and by any other supporting members to reach the Secretary at least forty two days before the meeting, save only as is provided in Rule 9 (c). Such resolution, together with any proposed alternative or amendment to a member’s resolution by the Council of the Society, shall be sent with the agenda for the Annual General Meeting.
(g) Amendments to resolutions may be moved at a General Meeting provided that the effect of any such amendment would not be substantially to change the character or nature of the original resolution. The decision of the chairman as to whether or not any amendment satisfies this proviso shall be final and binding.
(h) Each General Meeting shall be held at such date, place and time as the Council may decide.
9. AMENDMENT OF THE RULES
(a) Amendment of these Rules shall be made only in General Meeting by a majority vote of not less than two thirds of those present and entitled to vote.
(b) The notice convening a meeting at which an amendment of the Rules is to be proposed shall set out the proposals in full.
(c) Proposals to amend the Rules must be received by the Secretary at least thirty days before the date of the General Meeting.
(d) Any amendments of the objects of the Society as set out in these rules shall require consent of the Charity Commission.
(a) If at any time a dissolution of the Society is deemed necessary by the Council or by ten or more members of the Society, an Extraordinary General Meeting shall be convened.
(b) A resolution to dissolve the Society shall be carried only by a majority vote of not less than two thirds of those present and entitled to vote.
(c) On dissolution of the Society its assets shall be applied first in satisfaction of the debts and liabilities. Any balance of assets remaining shall, with the consent of the Charity Commissioners, be applied to such charitable purposes as may be decided by simple majority of those voting at the meeting authorising the dissolution