Constitution

1. Name

The name of the Association is THE BURGON SOCIETY (‘the Charity’).

2. Administration

Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause 7 of this constitution (‘the Executive Committee’).

3. Objects

The Charity’s objects are the furtherance of education in particular through the study of academical dress in all its aspects and the publication and dissemination of research concerning academical dress.

4. Powers

In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

i) to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

ii) to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

iii) subject to any consents required by law to sell, lease or dispose of all or any part of the property of the charity;

iv) subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;

v) to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

vi) to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the object or of similar charitable purposes and to exchange information and advice with them;

vii) to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

viii) to appoint and constitute such advisory committees as the Executive Committee may think fit;

ix) to do all such other lawful things as are necessary for the achievement of the objects;

x) to make such rules and regulations as are necessary for the governance, management or administration of the Charity.

5. Membership

The Charity shall consist of Fellows and Members. Those who have been awarded Fellowship of the Society (as detailed below) and who pay the Annual Subscription as laid down by the Executive Committee shall be Fellows of the Society. Each Fellow shall have one vote.Fellowship of the Society shall be awarded to the following: (A) any Member who is successful in an examination by the Society of a submission on a topic approved by the Executive Committee that contributes to the Objects of the Charity. The submission shall take the form of a paper or papers specially written for the purpose OR of a paper read or presentation given at a meeting of the Society OR of work published in the Society’s journal or elsewhere; (B) any member who has demonstrated in some other way a significant contribution to the Objects of the Charity.In each case the application shall be discussed and voted on by the Executive Committee.
Membership of the Charity shall be open to any individual (over the age of 18) who is interested in furthering the Charity’s work and who pays the annual subscription as laid down from time to time by the Executive Committee and any corporate or unincorporated association which is interested in furthering the Charity’s work and which has paid the annual subscription (any such body being called in this constitution a ‘member organisation’). Members or member organisations shall not be entitled to vote.
The Executive Committee may elect Fellows Honoris Causa or such other categories of member in accordance with regulations made from time to time provided that such Fellows and members shall not be regarded as Fellows under clause 5 1) and shall not have a vote unless they have paid the annual subscription in accordance with clause 5 1).
The Executive Committee may unanimously and for good reason terminate the membership of any Fellow, Member or member organisation provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

6. Honorary Officers

At the annual general meeting of the Charity the Fellows shall elect from amongst themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

7. Executive Committee

The Executive Committee shall consist of not less than five (5) nor more than fifteen (15) Fellows being:a) the honorary officers specified in the preceding clause;b) not less than two (2) and not more than twelve (12) Fellows elected at the annual general meeting who shall hold office from the conclusion of that meeting.
The Executive Committee may in addition appoint not more than five co-opted Fellows but so that no-one may be appointed as a co-opted Fellow if, as a result, more than one third of the members of the Executive Committee would be co-opted Fellows. Each appointment of a co-opted Fellow shall be made at a special meeting of the Executive Committee called under clause 10 1), and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
All members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or defect in the appointment or qualification of a member.
Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the interests of the Charity.

8. Determination of Membership of Executive Committee

A member of the Executive Committee shall cease to hold office if he or she:

is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
becomes incapable by reason of mental disorder, illness or injury of managing and administrating his or her own affairs;
is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

9. Executive Committee Members not to be personally interested

No member of the Executive Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by Executive Committee.

10. Meetings and proceedings of the Executive Committee

The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days notice must be given.
The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

11. Receipts and Expenditure

The funds of the Charity; including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee, one of whom shall be the treasurer. The treasurer shall be permitted to sign cheques (or make payments) alone up to a value decided by the Executive Committee.
The Funds belonging to the Charity shall be applied only in furthering the objects.

12. Property

The Executive Committee shall cause the title to:

a) all land held by or in trust for the Charity which is not vested in the Official Custodian for Charities; and

b) all investments held by or on behalf of the Charity;

to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.

13. Accounts

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

the keeping or accounting records for the Charity;
the preparation of annual statements of account for the Charity;
the auditing or independent examination of the statements of account of the Charity; and
the transmission of the statements of account of the Charity to the Commission.

14. Annual Report

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.

15. Annual Return

16. Annual General Meeting

There shall be an annual general meeting of the Charity which shall be held in the month of April in each year or as soon as practicable thereafter.
Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days notice of the annual general meeting to all the Fellows of the Charity. All the Fellows and Members of the Charity shall be entitled to attend but only Fellows may vote at the meeting. Any Fellow may appoint another Fellow to vote as his or her proxy at an Annual General Meeting of the Society. The appointment must be notified to the Secretary in writing delivered by hand, by post or by email at least 48 hours before the meeting.
Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
Nominations for election to the Executive Committee must be made by Fellows of the Charity in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, elections shall be by ballot.

17. Special General Meetings

The Executive Committee may call a special general meeting of the Charity at any time. If at least ten Fellows request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days notice must be given. The notice must state the business to be discussed. Arrangements for attendance and voting shall be as for annual general meetings.

18. Procedure at General Meetings

The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.
There shall be a quorum when at least one tenth of the number of Fellows of the Charity for the time being or ten Fellows of the Charity; whichever is the greater; are present at any general meeting.

19. Notices

Any notice required to be served on any Fellow or Member of the Charity shall be in writing and delivered by hand or by post, or alternatively by electronic means (including by email) provided that the intended recipient has agreed in writing to receive documents or information in that form or by such means and has not revoked that agreement.

20. Alterations to the Constitution

Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the Fellows present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
No amendment may be made to clause 1, clause 3, clause 9 or clause 21 or this clause without the prior consent in writing of the Commissioners.
No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
The Executive Committee should promptly send to the Commission a copy of any amendment made under this clause.

21. Dissolution

If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all Fellows of the Charity, of which not less than 21 days notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Charity. 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 Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Charity Commission.

22. Arrangements until first Annual General Meeting

Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document.

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