Constitution

Revised Nantwich Civic Society Constitution 2024

Charity Commission Reg No. 258890

Part 1

1.     Adoption of the constitution adopted on 25th November 2024

The Society and its property will be administered and managed in accordance with the provisions of this constitution.

2.     Name

The name of the society shall be Nantwich Civic Society (and in this document it is called the Society).

3.     Objects

The Society is established for the public benefit for the following purposes:

  • To protect, preserve, help to improve the public realm of Nantwich and its environs, including existing and proposed buildings.
  • To promote high standards of new development, town planning, conservation, architecture, restoration and maintenance of buildings and places.
  • To secure the preservation, conservation, and improvement of Listed Buildings and of buildings and features of general public amenity or historic interest in the area.

4.     Activities

In furtherance of the said purposes the Society shall have the following activities:

  • To act as a coordinating body, and to co-operate with the local authority, committees, other national, local and statutory authorities, voluntary organisations, charities and persons having aims similar to those of the Society.
  • To promote or assist in promoting activities throughout the area to further the purposes of the Society.
  • To use a variety of media to publish the activities of the Society.
  • To undertake surveys, prepare maps, plans and collect information in relation to any place, structure, building of significance, beauty or historic interest within the area.
  • To hold meetings, social gatherings, talks and exhibitions relevant to the purposes of the Society.
  • To educate public opinion and to give advice and information.
  • To collect subscriptions and donations and use them for the purposes of the Society
  • To do all such other things as are necessary for the attainment of the said purposes.

5.     Application of income and property

The income and any property of the Society shall be applied solely towards the promotion of the objects.

  • A Society trustee as defined in paragraph 17. is entitled to be reimbursed from the property of the Society or the Society may pay out of such property reasonable expenses properly incurred by them when acting on behalf of the Society.
  • A Society trustee may benefit from trustee indemnity insurance cover purchased at the Society’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

6.     Dissolution

  • If the members resolve to dissolve the Society the trustees will remain in office as Society trustees and be responsible for winding up the affairs of the Society in accordance with this clause.
  • The trustees must collect in all the assets of the Society and must pay or make provision for all the liabilities of the Society.
  • The trustees must apply any remaining property or money:
  • directly for the objects;
  • by transfer to any Society or charities for purposes the same as or similar to the Society;
  • in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.
  • The members may pass a resolution before or at the same time as the resolution to dissolve the Society specifying the manner in which the trustees are to apply the remaining property or assets of the Society and the trustees must comply with the resolution if it is consistent with paragraphs (a) – (c) inclusive in sub-clause (3) above.
  • In no circumstances shall the net assets of the Society be paid to or distributed among the members of the Society (except to a member that is itself a Society).
  • The trustees must notify the Commission promptly that the Society has been dissolved. If the trustees are obliged to send the Society’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Society’s final accounts.

7.     Amendment of constitution

  • The Society may amend any provision contained in Part 1 of this constitution provided that:
  • no amendment may be made that would have the effect of making the Society cease to be a charity at law;
  • no amendment may be made to alter the objects if the change would undermine or work against the previous objects of the Society;
  • no amendment may be made to clause 3 (Objects), 5 (Application of income and property), clause 6 (Dissolution) or this clause without the prior consent in writing of the Commission;
  • any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting, subject also to 12. Quorum.
  • Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting, subject also to 12. Quorum.
  • A copy of any resolution amending this constitution shall be sent to the Commission within twenty-one days of it being passed.

Part 2

8.     Membership

  • Membership is open to individuals over eighteen or representatives of organisations who are approved by the trustees.
  • The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Society to refuse the application.
  • The trustees must keep a register of names and contact details of the members in accordance with the Privacy Policy.
  • Subscriptions are to be paid by 31st March annually but shall also be deemed paid for the year, by a new member joining in the three months before 31st March.
  • The trustees or any member shall have the power to propose to the AGM the name or names of such members who in their opinion has rendered exceptional meritorious services to the Society with a recommendation that such member or members shall enjoy Honorary Life Membership without further payment of subscription. Such member or members shall be entitled to attend any meeting, hold any office and to vote.
  • All members shall behave with courtesy and respect to one another and shall observe and abide by the decisions of the Chair which shall be final
  • All members shall declare, in debate or discussion, the nature and extent of any interest, direct or indirect, which they have in a proposed transaction or arrangement with the society or in any transaction or arrangement entered into by the society which has not been previously declared.
  • All members shall declare any Conflict of Interest. (A Conflict of Interest is any situation in which a member’s personal interests or loyalties could or could be seen to, prevent them from making a decision free from bias and only in the best interests of the Society.)

9.     Termination of membership

Membership is terminated if:

  • the member dies or, if it is an organisation, ceases to exist.
  • the member resigns by written notice to the Society unless, after the resignation, there would be less than two members.
  • any sum due from the member to the Society is not paid in full within six months of it falling due, notice of default having been given to the member.
  • the member is removed from membership by a resolution of the trustees that it is in the best interests of the Society that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
  • the member has been given at least twenty-one days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed;
  • the member or, at the option of the member, the member’s representative (who need not be a member of the Society) has been allowed to make representations to the meeting.

10. Meetings

  • Meetings shall be on the third Tuesday of each month unless otherwise notified by the Chair. The Chair or Vice Chair shall preside at these meetings. An agenda shall be sent to members before each meeting. Members may request items for discussion or information at these meetings. Any decisions upon business matters must be referred to the trustees.
  • An annual general meeting must be held normally in April of each year and not more than fifteen months may elapse between successive annual general meetings.
  • Special General Meetings may be called between annual general meetings. These are for the purpose of amending the constitution or for any other purpose relating to the direction and management of the affairs of the society
  • The trustees may call a special general meeting at any time.
  • The trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.

11. Notice

  • The minimum period of notice required to hold any meeting of the Society is fourteen clear days from the date on which the notice is deemed to have been given.
  • The minimum period of notice required to hold any Annual General Meeting of the Society is twenty-one clear days from the date on which the notice is deemed to have been given.
  • A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote.
  • The notices must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.
  • The notice must be given to all the members and to the trustees in accordance with 27. Notices.

12. Quorum

  • No business shall be transacted at any meeting unless a quorum is present. A quorum is twenty five percent of total membership at the time. The decision of the Secretary, or in the absence of the Secretary, the Chair, as to the number of total memberships shall be definitive and final.
  • The authorised representative of a member organisation shall be counted in the quorum.
  • If
  • a quorum is not present within half an hour from the time appointed for the meeting; or
  • during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the trustees shall determine.
  • The trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date time and place of the meeting.
  • If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting.

13. Chair

  • Meetings shall be chaired by the person who has been elected as Chair, or in absence, the Vice Chair.
  • If there is no such person or they are not present within fifteen minutes of the time appointed for the meeting a trustee nominated by the trustees shall chair the meeting.
  • If there is only one trustee present and willing to act, he or she shall chair the meeting.
  • If no trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.

14. Adjournments

  • The members present at a meeting may resolve that the meeting shall be adjourned.
  • The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution.
  • No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
  • If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting stating the date time and place of the meeting.

15. Votes

  • Each member present at a meeting shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
  • No member shall have the power to vote at any meeting of the Society if the applicable subscription is in arrears at the time of the meeting.

16. Representatives of other bodies

  • Any organisation that is a member of the Society may nominate any person to act as its representative at any meeting of the Society.
  • The organisation must give written notice to the Society of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the Society. The nominee may continue to represent the organisation until written notice to the contrary is received by the Society.
  • Any notice given to the Society will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The Society shall not be required to consider whether the nominee has been properly appointed by the organisation.

17. Officers and trustees

  • The Society and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this constitution. The officers and other elected members of the Committee shall be the trustees of the Society and in this constitution are together called ‘the Trustees’.
  • The Society shall have the following officers who shall also be trustees:
  • A Chair.
  • A Vice Chair.
  • A Secretary.
  • A Treasurer.
  • A Social Secretary
  • A trustee must be a member of the Society or the nominated representative of an organisation that is a member of the Society.
  • No one may be appointed a trustee if he or she would be disqualified from acting under the provisions of clause 20.
  • The number of trustees shall be not less than three but (unless otherwise determined by a resolution of the Society in general meeting) shall not be subject to any maximum.
  • The first trustees (including officers) shall be those persons elected as trustees and officers at the meeting at which this constitution is adopted.
  • A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees.

18. Appointment of trustees and officers

  • The Society in the Annual General Meeting or at a Special General Meeting called for the purpose shall elect the officers and the other trustees.
  • The trustees may appoint any person who is willing to act as a trustee and may also appoint trustees to act as officers.
  • Each of the trustees and officers shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall be eligible for re-election at that annual general meeting.
  • No-one may be elected a trustee or an officer at any annual general meeting unless prior to the meeting the Society is given a notice that:
  • is signed by a member entitled to vote at the meeting;
  • states the member’s intention to propose the appointment of a person as a trustee or as

an officer; and is seconded by another member;

  • is signed by the person who is to be proposed to show their willingness to be appointed.

19. Powers of trustees

  • The trustees must manage the business of the Society and have the following powers in order to further the objects (but not for any other purpose):
  • to raise funds. In doing so, the trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
  • to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
  • to obtain and pay for such goods and services as are necessary for carrying out the work of the Society;
  • to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000. Any transaction over £100 shall be signed off by two trustees;
  • to set the level of annual subscriptions;
  • to do all such other lawful things as are necessary for the achievement of the objects.
  • No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees.
  • Any meeting of trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the trustees.

20. Disqualification and removal of trustees

A trustee shall cease to hold office if he or she:

  • is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
  • ceases to be a member of the Society;
  • in the written opinion, given to the Society, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
  • resigns as a trustee by notice to the Society (but only if at least two trustees will remain in office when the notice of resignation is to take effect); or
  • is absent without the permission of the trustees from all their meetings held within a period of six consecutive months and the trustees resolve that his or her office be vacated.

21. Proceedings of trustees

  • The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.
  • Any trustee may call a meeting of the trustees.
  • The Chair must call a meeting of the trustees if requested to do so by a trustee.
  • Questions arising at a meeting must be decided by a majority of votes.
  • In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
  • No decision may be made by a meeting of the trustees unless a quorum is present at the time the decision is purported to be made.
  • The quorum shall be three or the number nearest to one-third of the total number of trustees, whichever is the greater or such larger number as may be decided from time to time by the trustees.
  • The person elected as the Chair of the Society shall chair meetings of the trustees.
  • If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the trustees present may appoint one of their number to chair that meeting.
  • The Trustees shall have the power to conduct urgent business electronically if considered appropriate by the Chair, subject to appropriate quorum, see 19(3). The minutes for the meeting shall be submitted for approval before the next meeting of the trustees in the normal way.

22. Delegation

  • The trustees may delegate any of their powers or functions to a committee of two or more trustees but the terms of any such delegation must be recorded in writing or electronically by the Secretary of the Trustees.
  • The trustees may impose conditions when delegating, including the conditions that:
  • the relevant powers are to be exercised exclusively by the committee to whom they delegate;
  • no expenditure may be incurred on behalf of the Society except in accordance with a budget previously agreed with the trustees.
  • The trustees may revoke or alter a delegation.
  • All acts and proceedings of any committees must be fully and promptly reported to the trustees.

23. Irregularities in proceedings

  • Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of a committee of trustees, shall be valid notwithstanding the participation in any vote of a trustee:
  • who was disqualified from holding office;
  • who had previously retired or who had been obliged by the constitution to vacate office;
  • who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;

if, without:

  • the vote of that trustee; and
  • that trustee being counted in the quorum, the decision has been made by a majority of the trustees at a quorate meeting.
  • Sub-clause (1) of this clause does not permit a trustee to keep any benefit that may be conferred upon him or her by a resolution of the trustees or of a committee of trustees if the resolution would otherwise have been void.
  • No resolution or act of:
  • the trustees;
  • any committee of the trustees;
  • the Society in general meeting,

shall be invalidated by reason of the failure to give notice to any trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Society.

24. Minutes

The trustees must keep minutes of all:

  • appointments of officers and trustees made by the trustees;
  • proceedings at meetings of the Society;
  • meetings of the trustees and committees of trustees including:
  • the names of the trustees present at the meeting;
  • the decisions made at the meetings; and
  • where appropriate the reasons for the decisions.

25. Accounts, Annual Report, Annual Return

  • The trustees must comply with their obligations under the Charities Act 2011 with regard to:
  • the keeping of accounting records for the Society;
  • the preparation of annual statements of account for the Society.
  • Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.

26. Registered particulars

The trustees must notify the Charity Commission promptly of any changes to the Society’s entry on the Central Register of Charities.

27. Notices

  • Any notice required by this constitution to be given to or by any person must be:
  • in writing; or
  • given using electronic communications.
  • The Society may give any notice to a member either:
  • personally; or
  • by sending it by post in a prepaid envelope addressed to the member at his or her address; or by leaving it at the address of the member; or
  • by giving it using electronic communications to the member’s address.
  • A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 24 hours after it was sent.

28. Rules

  • The trustees may from time to time make rules or bye-laws for the conduct of their business.
  • The bye-laws may regulate the following matters but are not restricted to them:
  • the admission of members of the Society (including the admission of organisations to membership) and the entrance fees, subscriptions and other fees or payments to be made by members;
  • the procedure at general meeting and meetings of the trustees in so far as such procedure is not regulated by this constitution.
  • The Society in a general meeting has the power to alter, add to or repeal the rules or bye-laws.
  • The trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the Society.
  • The rules or bye-laws shall be binding on all members of the Society. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in this constitution.

Signatures

Jeff Stubbs Chair.

John Statham Vice Chair.

Tony Hoy Treasurer.

Dated 25th November 2024.