Cambridgeshire Bird Club
(Registered Charity No 284045)
CONSTITUTION - as adopted on 13th March 2009
(with an amendment September 2010)
A - OBJECTS
The object of the Cambridgeshire Bird Club is to advance the education of the public in the study and conservation of the avifauna of, primarily but not exclusively, the county of Cambridge.
This will be achieved by –
A.1 Encouraging the submission of records of birds seen in the county.
A.2 The maintenance of a database of birds recorded within the county.
A.3 The publication of newsletters and an annual county bird report summarising the birds recorded in the county.
A.4 The promotion of the conservation of birds within the county.
A.5 The education of birdwatchers and the wider public about the need to record, study and conserve the avifauna of the county.
B - MEMBERSHIP & SUBSCRIPTION
B.1 Membership of the Club shall be open to anyone interested in furthering the objects of the Club (subject to rule B.2) who pays the appropriate subscription.
B.2 The Council of the Club (see rule C) shall have the power to terminate the membership or refuse to accept an application for membership of anyone who has “in its opinion” acted in a manner injurious to the reputation or interests of the Club, or its members. The individual concerned shall have the right to be heard by Council accompanied by a friend or representative if desired, before a final decision is made.
B.3 Annual subscription rates shall be determined from time to time by Council.
B.4 The Club’s subscription year runs from 1 January to 31 December.
B.5. Any member who has not paid their annual subscription by 31 March following the date upon which it was due shall cease to be a member but the Council may at its discretion restore the membership of any member who pays their subscription after this date.
B.6. Paid up members are eligible to receive any Club bulletins and annual county bird reports published within the membership year.
B.7 A member who joins on or after 1 September in any year shall receive membership until 31 December of the following year for their first subscription.
C - OFFICERS & COUNCIL
C.1 The business of the Club shall be conducted by the Council.
C.2 The Council shall consist of the following elected or co-opted from the membership of the Club:-
C.2.1 The Officers to consist of:-
C.2.1.1 The Chairman,
C.2.1.2 The Treasurer,
C.2.1.3 The Secretary, and
C.2.1.4 The Recorder.
C.2.2 Up to ten elected members known as Councillors.
C.3.1 Officers and Councillors shall be elected by Club members at an Annual General Meeting. Candidates nominated by Council shall be notified to the membership at least 21 days before the meeting. Any other nomination may be made by at least five Club members in writing signed by them accompanied by the written consent of the candidate and received by the Secretary no later than 15 February.
C.3.2 Each Officer and Councillor shall normally serve for a term of five years from the time of their election. The Treasurer, Secretary and Recorder shall be eligible for re-election for subsequent terms of five years. Ordinary elected members shall be eligible for re-election every two years. If an ordinary member is elected to office a term of five years will commence from the time of their election. A year, for the purposes of this rule, shall run from the close of an Annual General Meeting to the close of the next.
C.3.3 The Club may elect a distinguished local birdwatcher to the honorary office of President to be elected at an Annual General Meeting. The President shall be entitled to attend Council meetings.
C.4 All elected Officers and Councillors are Trustees of the Club.
C.5 Council may co-opt a member of the Club to fill any vacancy which arises until it can be filled at an Annual General Meeting.
C.6 A member of Council who fails to attend three consecutive Council meetings may be asked to resign or be removed by Council if no satisfactory explanation is given or evidence is not produced that such non-attendance was due to circumstances beyond their control.
C.7.1 Council may delegate matters relating to the Club’s affairs to appropriate committees appointed from the membership of the Club.
C.7.2 Council shall appoint a Chairman for each committee.
C.7.3 Council will appoint members to each committee on an annual basis. At least two members of any committee will be members of Council.
C.7.4 Council will retain responsibility for such matters and shall ensure that committees act within the scope of standing orders so as to ensure compliance with these rules and the law relating to charities.
C.7.5 Minutes will be produced of all committee meetings. All committee proceedings shall be fully and promptly reported to Council.
C.8 Council shall be entitled to take out policies of insurance or indemnity covering their individual or joint liability for any negligence, default and, with the prior approval of the Charity Commissioner, breach of duty or breach of trust in relation to the Club and pay any premium for such cover; providing that such insurance or indemnity shall not extend to any act or omission which Council or any member knew to be a breach of duty or a breach of trust or which was committed by Council or any member in reckless disregard of whether it was a breach of duty or a breach of trust or not.
D - MEETINGS
D.1 The following provisions shall apply to meetings of Council:-
D.1.1 Council shall hold at least three ordinary meetings a year.
D.1.2 The Chairman or any three members of Council may call a special meeting of Council on at least 14 days prior notice to all other members of Council, such notice specifying the business to be discussed. If the business is the co-option of a member to Council, at least 21 days notice shall be given.
D.1.3 There shall be a quorum when at least five voting members (of whom at least two are Officers) are present.
D.2.1 The Annual General Meeting shall take place on a date in March or April and at a place in the County decided by Council of which not less than 21 prior days written notice has been given to members.
D.2.2 The Annual General Meeting shall transact the following business:-
D.2.2.1 The adoption of the report of Council
D.2.2.2 The approval of the preceding year’s accounts
D.2.2.3 The election of Officers and ordinary members of Council and the ratification of the appointment of committees
D.2.2.4 The election of a President and Vice-Presidents, and
D.2.2.5 Any business notified to the Club Secretary no later than 21 days prior to the meeting.
D.3 A Special General Meeting of the Club may be summoned by Council or upon a written request from at least 10 members. At least 21 days prior written notice shall be given to the members. Only the business for which it has been convened shall be discussed.
D.4 The following provisions shall apply to all meetings of Council, committee meetings and General Meetings:-
D.4.1 The meeting shall be chaired by the Chairman or (if he/she is unable to attend) a Council member nominated by him/her or (if he/she is unable to nominate) appointed by those present at the meeting.
D4.1.1 Committee meetings will be chaired by the appointed Chairman (see C.7.2) or (if he/she is unable to attend) a Council member nominated by him/her or (if he/she is unable to nominate) appointed by those present at the meeting.
D.4.2 Anyone present who has a conflict of interest in any business or who is a relative, employee or associate of someone with such interest shall declare this before any discussion. Such members, may, at the request of the Chairman, be asked to withdraw from the meeting during the discussion of such business and shall not vote on any resolution concerning such business.
D.4.3 All decisions at a meeting shall be decided by a majority of those present and voting, except for decisions taken under F.1 and G.1. In the event of a tied vote, the Chairman shall have a second deciding vote.
D.4.4 Written minutes shall be kept of the proceedings at all meetings.
E - FINANCIAL ADMINISTRATION
E.1 Council shall have the power to transfer funds from ordinary current revenue accounts into any special reserve account, including any sums which are or were donated or bequeathed to the Club on condition that the capital should not be expended.
E.2 Any reserve, endowment or capital sums as referred to in rule E.1 shall be applied in accordance with:-
E.2.1 the terms of any gift or bequest
E.2.2 the requirements of the law relating to charities
E.2.3 the principles of good management of a charity’s assets and the advice of the Club’s professional advisors.
E.3. Council shall appoint any Officer or Councillor to act as signatory on any Club account in order to maintain such accounts and payments from such accounts.
E.4. Council shall set appropriate authority limits for sole or joint signatories on any account held by the Club.
F – CHANGES TO RULES
F.1 These rules may be changed by a resolution passed by not less than two thirds of members present and voting at a General Meeting of the Club.
F.2 The notice of any General Meeting at which a resolution to change the Rules is to be considered shall include the terms of the amendment proposed.
F.3 No change shall be made to those rules which would have the effect of making the Club cease to be a charity at law.
G – DISSOLUTION OF THE CLUB
G.1 The Club may only be wound up by a vote in favour by three-fourths of the members present at a properly constituted Annual General Meeting or Extraordinary General Meeting.
G.2 In the event of a dissolution of the Club any assets remaining after the satisfaction of all its debts and liabilities shall not be paid to or distributed among the members of the Club but shall be given to such other charitable institution or institutions having similar objects to the Club.
Agreed by CBC Council: 17th January 2009
Agreed by AGM: 13th March 2009
Sent to Charities Commission: 16th March 2009