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NORTH WESTERN NATURALISTS' UNION - CONSTITUTION AND RULES

PART 1

1 NAME

The name of the Union shall be "The North Western Naturalists' Union".

2 SESSION

The financial year of the Union shall be from 1 January to 31 December.

3 AIMS AND OBJECTS

To advance the education and appreciation of the public in the natural history of the North West in all its aspects, the protection of the environment, the protection of flora and fauna and such other related subjects as the trustees shall in their absolute discretion from time to time determine.

4 FINANCE

(i) An annual subscription shall be payable on the first day of each financial year and shall be of such a sum as determined by the Annual General Meeting. No society or member whose subscription is one year or more in arrears shall be entitled to any benefit of the Union.

(ii) The income and property of the Union shall be used solely for the promotion of the objects as set forth in this constitution.

5 DISSOLUTION.

(1) If the members resolve to dissolve the Charity the Trustees will remain in office as charity trustees and be responsible for winding up the affairs of the Charity in accordance with this clause.

(2) The Trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the charity.

(3) The Trustees must apply any remaining property or money:

    (a) directly for the Objects;

    (b) by transfer to any charity or charities for purposes the same as or similar to the Charity;

    (c) in such other manner as the Charity Commissioners for England and Wales ("the Commission") may approve in writing in advance.

(4) The members may pass a resolution before or at the same time as the resolution to dissolve the Charity specifying the manner in which the Trustees are to apply the remaining property or assets of the Charity and the Trustees must comply with the resolution if it is consistent with paragraphs (a) - (c) inclusive in sub-clause (3) above.

(5) In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the Charity (except to a member that is itself a charity).

(6) The Trustees must notify the Commission promptly that the charity has been dissolved. If the Trustees are obliged to send the charity's accounts to the Commission for the accounting period which ended before its dissolution, they must send to the Commission the charity's final accounts.

6 AMENDMENTS.

(1) Any provision contained in Part 1 of this constitution may be amended provided that:

    (a) no amendment may be made that would have the effect of making the Charity cease to be a charity at law;

    (b) no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to the Charity;

    (c) no amendment may be made to clause 4 without the prior written consent of the Commission;

    (d) 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.

(2) 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.

(3) A copy of any resolution amending this constitution must be sent to the Commission within twenty one days of it being passed.

PART 2

7 MEMBERSHIP

The Union shall consist of Affiliated Societies and of Individual Members (Subscribing and Honorary). Affiliated Society membership (which will entitle the society to send one voting representative to general meetings) shall be open to societies with similar aims and objectives.

8 GENERAL MEETING

An Annual General Meeting of the Union shall be held in such place as may be appropriate on the first or second Saturday in March, and the place and date of the next A.G.M. shall be decided immediately after the preceding A.G.M. and publicised in the following newsletter. Reports by the General and Section Secretaries shall be submitted, the audited Treasurer's Accounts presented, the Executive Committee elected and any other business conducted.

Nominations for office should be sent to the Secretary not less than 14 days before the date of the Annual General Meeting; such nominations must be signed by two individual members or representatives and by the nominee. Notification of the meeting, including agenda, shall be sent to each Affiliated Society and Individual Member 28 days before the Annual General Meeting. Individual members of the Union and delegates of Affiliated Societies shall be entitled to vote at the Annual General Meeting..

A Special General Meeting shall be convened by the Executive Committee within 28 days of receipt of a written request by not fewer than ten Individual Members and/or Affiliated Society delegates.

9 QUORUM.

(1) No business shall be transacted at any general meeting unless a quorum is present.

(2) A quorum is;

  • 10 members entitled to vote upon the business to be conducted at the meeting; or
  • one tenth of the total membership at the time, whichever is the greater.
(3) The authorised representative of a member organisation shall be counted in the quorum.

(4) If:

    (a) a quorum is not present within half an hour from the time appointed for the meeting; or

    (b) during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the Trustees shall determine.

(5) The Trustees must reconvene the meeting and must give at least seven clear days' notice of the reconvened meeting stating the date, time and place of the meeting.

(6) If no quorum is present at the reconvened 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.

10 MANAGEMENT

(i) The management shall be undertaken by an Executive Committee, which shall meet as frequently as necessary and deal with day to day business of the Union, within the framework of policy laid down by the Annual General Meeting.

    The Executive Committee shall consist of: A President, Immediate Past President, Vice President, Treasurer, General Secretary, Newsletter Editor, one Affiliated Society Representative, one Individual Members' Representative and a representative of each Section.

    All offices shall be held in an honorary capacity and no person shall be eligible for the office of President for more than two consecutive years. Members of Affiliated Societies and Individual Members shall be eligible for office.

    Four members of the Executive Committee shall form a quorum.

(ii) All members of the Executive Committee shall be trustees of the Union within the meaning of the Charities Act 1993

11 POWERS OF TRUSTEES.

(1) The Trustees must manage the business of the Charity and they have the following powers in order to further the Objects (but not for any other purpose):

    (a) to raise funds. In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;

    (b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

    (c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993;

    (d) to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the Charities Act 1993 if they intend to mortgage land;

    (e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;

    (f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;

    (g) to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the Objects;

    (h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;

    (j) to obtain and pay for such goods and services as are necessary for carrying out the work of the Charity;

    (k) 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;

    (l) to do all such other lawful things as are necessary for the achievement of the Objects;

(2) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.

(3) 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.

12 SECTIONS

Special sections may be formed by the Executive Committee, subject to approval at a General Meeting, for any branch of natural history study. Each Section shall elect a Chairman and/or a Secretary and shall present a report to the Annual General Meeting. Each Section shall be empowered to spend such monies as are required for the pursuance of its activity subject to the approval of the Executive Committee.

13 PRIVILEGES OF MEMBERSHIP

Each member of an Affiliated Society and each Individual Member shall be entitled to attend field meetings and other events promoted by the Union. Societies and Individual Members shall be entitled to receive a copy of The Northwestern Naturalist free of charge. In addition, each Affiliated Society shall be entitled to receive a copy of the Lecturer List free of charge.