Name and Objects of the Society
1. Name: the Somerset Archaeological and Natural History Society hereinafter referred to as The Society.
2. Objects : to promote the study of archaeology, natural history and history, with particular reference to the historic County of Somerset, in such ways, including publications and information technology, as the Board of Trustees may deem appropriate.
Management and Administration
3. The affairs of The Society shall be controlled by a Board of Trustees, constituted as set down in paragraph9 below, as charity trustees.
4. The real property of the Society shall be held in trust on behalf of the Society by holding trustees who shall be appointed in accordance with paragraph 15.5 below.
5. The Board of Trustees may engage an Administrator and such other paid staff as may be needed, but shall not pay any dividend or monetary award to any of its trustees, except that the Board of Trustees may, with the approval of the Charity Commission, authorise payment of an honorarium to any trustee rendering a specific service.
6. Accounts made up to 31 December each year shall be kept and shall be examined by an Independent Examiner, as defined in Section 145 of the Charities Act 2011 and any enactment repealing or re-enacting that section, nominated by the Board of Trustees and approved at the Annual General Meeting.
7. In the event of a members’ resolution to dissolve the Society, and carried at a General Meeting, the members of the Board of Trustees will remain in office as charity trustees and will be responsible for the winding up of the affairs of the Society in accordance with this clause. The Board of Trustees will collect all the assets of the Society and pay or make provision for its liabilities. The Board of Trustees will apply the historic and inalienable assets of the Society together with any other remaining assets to the Objects, by transfer to any charity or charities for purposes the same as or similar to those of the Society. The members may pass a resolution before or at the same time as the resolution dissolving the Society specifying the manner in which the Board of Trustees is to apply the remaining property or assets of the Society and the Board of Trustees must comply with the resolution if it is consistent with the requirements of this clause. In the event of dissolution of The Society its real property shall be disposed of by the holding trustees.
8. Membership of the Society shall be open to all on terms decided by the Board of Trustees. The Board of Trustees shall have the power to define the various classes of membership, their conditions, subscriptions (if any) and their privileges, which shall be set out in a series of Rules.
Board of Trustees
9. Membership of the Board of Trustees shall be the Executive Officers of Chairman, Vice-Chairman, Hon Treasurer and Hon Secretary, each of whom shall have been nominated by Honorary or Ordinary Members and elected by ballot at the Annual General Meeting, together with twelve Members also elected by ballot at the Annual General Meeting after nomination by Honorary or Ordinary Members, not less than six weeks before the date of that meeting. Such elected members shall serve for a period of up to three years. Four of these members shall retire annually by rotation and shall be eligible for re-election subject to no elected member serving for more than 6 years consecutively; a fallow period of 12 months shall be required before such members become eligible for re-election.
President and Vice Presidents
10. The President shall be elected for a term of one year at the Annual General Meeting.
11. A retiring President shall be nominated for election as a Vice-President for a continuous period of up to two years.
12. Presidents shall be nominated by the Board of Trustees for election or re-election at the Annual General Meeting.
The Executive Officers of the Society shall be
13.1 The Chairman of the Society
13.2 The Vice-Chairman of the Society
13.3 The Honorary Treasurer of the Society
13.4 The Honorary Secretary of the Society
Such Executive Officers shall be eligible for re-election annually but the offices of Chairman and Vice-Chairman shall not be held by the same person for more than four years consecutively.
The Powers and Duties of the Board of Trustees
The Board of Trustees shall:
14.1 act on behalf of the Society in all matters concerning the Society’s assets and collections
14.2 administer, interpret and keep under review Rules for the good working of the Society. Draw up such Rules as it deems desirable for the conduct of its business
14.3 control the Society’s publications
14.4 establish such committees or working parties as it considers necessary for the conduct of the business of The Society
14.5 nominate, for approval at the Annual General Meeting, new holding trustees in place of holding trustees desiring to be discharged from their responsibilities or to fill vacancies arising from any other cause
14.6 also appoint each year an Independent Examiner, as defined in Section 145 of the Charities Act 2011 and any enactment repealing or re-enacting that section
14.7 take cognizance of advice from, and of resolutions passed by, members at a General Meeting of the Society
14.8 report annually to the members at the Annual General Meeting.
The Board of Trustees may:
15.1 nominate one or more Patrons for approval at an Annual General Meeting
15.2 elect members to represent The Society on any joint committee or body whose objects are similar to those of The Society
15.3 appoint officers and staff, whether paid or unpaid
15.4 appoint any advisers as necessary.
Voting and Quorum
16.1 A member of the Board of Trustees shall have one vote. In the case of an equality of votes the Chairman shall have a second or casting vote.
16.2 At a meeting of the Board of Trustees the quorum shall be eight.
17.1 An Annual General Meeting of The Society shall be held at such time and place as the Board of Trustees may decide. An Agenda of the meeting shall be sent to all members not later than three weeks prior to the date of the meeting.
17.2 The Board of Trustees may at any time call a General Meeting of The Society. An agenda must be sent as in the case of an Annual General Meeting, except in an emergency, when a written notice of not less than three days may be given.
17.3 On request to the Chairman in writing, signed by twenty-five Ordinary Members, a special General Meeting shall be called. An agenda of such a meeting must be sent to all members not less than three weeks before it is to be held.
17.4 Any Member of The Society, upon giving six weeks prior notice, may move a Resolution at a General Meeting of The Society, provided that such a Resolution shall be seconded by at least six other members of The Society and shall be set down in writing and submitted to the Honorary Secretary. An amendment to such a Resolution appearing on the Agenda for the General Meeting will be accepted provided it is seconded by at least six other members of The Society, and is formally notified to the Honorary Secretary not less than seven days before that Meeting.
17.5 The Society shall adopt and implement Standing Orders for the conduct of its meetings. These shall be set out in separate rules.
Changes of Constitution
18. No changes shall be made in any paragraph in the Constitution of The Society except at a General Meeting of the Society, at which the quorum shall be not less than 35 members.
END OF CONSTITUTION