Annual General Meeting (AGM)
The Society’s constitution was updated at the AGM in June 2019.
ST ALBANS CIVIC SOCIETY CONSTITUTION
(as amended by the Annual General Meeting on 14 May 1993 and by a Special General Meeting on 19 October 1994 and by the Annual General Meeting on 23 June 2011 and on 25 June 2015 and 27 June 2019)
The name of the Society shall be “St Albans Civic Society” (hereinafter referred to as “the Society”).
It is a registered Charity, No 200330.
The Society is an unincorporated association governed by its Constitution.
The Society is established, for the public benefit, for the following charitable purposes in St Albans and its surroundings:
1) To encourage high standards of architecture and town planning.
2) To stimulate public interest in and care for the beauty, history and character of St Albans and its surroundings.
3) To encourage the preservation, development and improvement of the features which contribute to pleasing and convenient conditions in which to live and work.
4) To pursue these ends by means of meetings, exhibitions, lectures, publications, promotion of schemes etc and by co-operation with other local and national organisations and individuals concerned.
The Society shall have no political or religious activities and shall be non-profit-making.
3 MEMBERSHIP AND SUBSCRIPTIONS
Membership shall be open to all who are interested in the objects of the Society.
Members must pay the minimum annual subscription which shall be those agreed at an Annual or Extraordinary General Meeting of the Society and advertised in the quarterly newsletter. Annual subscriptions are due on 1 April each year and are in respect of the financial year of the Society which runs from 1 April to 31 March of the following year. The subscription of a member joining after 31 January shall be valid until 31 March of the following year. Membership shall lapse if the annual subscription is unpaid three months after it is due.
The Trustees have the right to appoint Life Members who pay an appropriate once off subscription of such an amount to be decided by the Trustees. The Trustees may also appoint Honorary Membership to such persons who they decide have given loyal and beneficial support to the Society. Honorary Members are exempt from the requirement to pay an annual subscription.
Other Societies may be affiliated to the Society and may send one representative (with one vote) to General Meetings of the Society.
The Trustees shall have the right: (a) to approve or reject applications for membership and (b) for good and sufficient reason to terminate the membership of any individual provided that the member shall have the right to be heard by the said Trustees before a final decision is made.
The meetings of the Society shall be the Annual General Meeting (“AGM”) and any Extraordinary General Meeting (“EGM”).
The AGM of the Society shall be held as soon as practicable after the end of each financial year to receive the Trustees’ report and audited accounts and to elect Officers and members of the Committee. The Committee shall decide when the AGM of the Society shall be held and shall give at least 14 clear days’ written notice to all Members.
EGMs of the Society shall be held to amend the Constitution or to dissolve the Society in accordance with clauses 8 and 9 below, or for any other appropriate reason on a motion by Trustees or supported by at least 20 Members. 14 clear days written notice is required to be given to Members for the holding of an EGM.
Twenty members shall constitute a quorum for an AGM or EGM.
All Members shall be entitled to one vote at an AGM or EGM; those unable to attend may appoint, in writing, a proxy to vote on their behalf. Decisions are taken by a simple majority of those present and entitled to vote. The Chairman shall have an additional casting vote if necessary.
Proceedings at an AGM or EGM shall be limited to those proposals contained in the written notice to Members calling the meeting.
The Officers of the Society, who shall be existing Members, shall consist of:
Officers may have more than one role. No-one shall normally serve as Chairman or Vice-Chairman for more than three consecutive years, except if proposed unanimously by the Executive Committee.
Officers shall be elected at every Annual General Meeting, following which, further Executive Committee members shall be elected. A President and Vice-President may also be elected at a General Meeting of the Society, for periods to be decided at such meeting.
Nominations for all positions shall be made to the Secretary in writing, supported by a seconder, 14 clear days prior to the Annual General Meeting.
The Trustees may fill by co-option, from Members of the Society, any Officer vacancy occurring during the year for an existing or new role.
6 EXECUTIVE COMMITTEE
The general management of the Society shall be vested in an Executive Committee which shall consist of the Officers and not more than eight further Members of the Society. The Executive Committee may take decisions and handle moneys on behalf of the Society. The Committee shall have power to co-opt further Members of the Society (who shall attend in an advisory and non-voting capacity). Members of the Executive Committee may have more than one role. The President and Vice-President may attend meetings of the Executive Committee but may not vote at such meetings.
The Executive Committee members are elected at Annual General Meetings of the Society. Nominations for the Executive Committee must be in writing, supported by a seconder and the consent of the proposed nominee must first have been obtained. If the nominations exceed the numbers of vacancies, a ballot shall take place.
The Executive Committee shall meet to transact business of the Society not less than four times a year and shall be responsible for approving the accounts prepared by the Treasurer and duly audited (under the requirements of the Charity Commission) for submission to the Members at the Annual General Meeting. Decisions are taken by a simple majority of those present and entitled to vote. The Chairman shall have an additional casting vote if necessary.
The quorum at any committee meeting shall be four trustees, of whom one must be an officer.
The Executive Committee shall have the power to appoint such special or standing committees as may be deemed necessary, and shall determine their composition, terms of reference powers and duration. All acts and proceedings of such committees shall be reported back to the Executive Committee as soon as possible.
All members of the Executive Committee hold their positions on an honorary basis with no payment for their role as members of the Executive Committee, but are entitled to claim any reasonable out of pocket expenses.
All elected members of the Executive Committee are Trustees of the Society. The Trustees have a general supervisory role in particular in relation to the governance of the Society and its relations with statutory bodies, eg the Charity Commission and HM Revenue & Customs.
8 ALTERATIONS TO THE CONSTITUTION
Any proposal for alteration of this Constitution shall require the assent of the majority of the Members of the Society present and voting at an Annual General Meeting or an Extraordinary General Meeting, provided that notice of any such alteration shall have been received by the Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be proposed. At least 14 days clear notice of such a meeting, setting forth the terms of the alteration, shall be sent by the Secretary to each Member of the Society provided that no alteration would have the effect of causing the Society to cease to be a charity at law.
If the Executive Committee decide at any time by a simple majority that on the grounds of expense or otherwise it is necessary or advisable to dissolve the Society, it shall call an Extraordinary General Meeting of the Members of the Society, giving not less than 14 clear days’ notice, and stating the terms of the Resolution to be proposed thereat. If such decision shall be confirmed by a majority of those present and voting, the Executive Committee shall have power to dispose of any assets held by or on behalf of the Society.
Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the Executive Committee may determine; if and insofar as effect cannot be given to such a provision, then to some other charitable object.