The Society Constitution and Terms of Reference

The Constitution of the Society sets out clauses relating to the election and functions of the Management Committee, and provides some guidance on the way the Society should be run. The Constitution can only be changed with the consent of members at an Annual General Meeting or Special Meeting of the Society.
However, the consistent and smooth management of the Society is also ensured by adherence to the Terms of Reference, a working tool that may be amended by the Management Committee at any time.

The Society Constitution and Terms of Reference are reproduced in full below. They were devised by the steering committee in March 2011. Version 1.0 of the Constitution was formally adopted at the Inaugural Meeting of the Society on 1st June 2011. The current version (2.0) was revised and approved at the Society AGM held in Brecon on 13 June 2012.

For your convenience, printer-ready PDF files of the Constitution and Terms of Reference are also available.

Breconshire Local & Family History Society
Cymdeithas Hanes Lleol a Theuluoedd Brycheiniog

Constitution

(Version 2.0 – adopted 13 June 2013)

  1. NAME
    The name of the Society is the Breconshire Local & Family History Society ("The Society"). The Welsh name may also be used: Cymdeithas Hanes Lleol a Theuluoedd Brycheiniog.
  2. OBJECTS AND POWERS
    The objects of the Society are to enhance, encourage and enable the study of local history and family history in Breconshire.
    To achieve these objectives the Society may:
    1. Conduct research, surveys and investigations into the local history and family histories of Breconshire.
    2. Promote and adhere to set standards of research methodology and presentation.
    3. Publish the results of the Society's endeavours on traditional materials, electronic media, and the Internet.
    4. Curate exhibitions and hold meetings, talks and teaching sessions.
    5. Collaborate and co-operate on local history and family history matters with other groups having similar interests.
    6. Hold, maintain and preserve local records, artefacts or objects of interest.
    7. Raise funds by subscriptions, donations, sales of publications, and other legitimate means.
  3. MEMBERSHIP
    1. Membership of the Society is open to everyone subject to their paying the annual membership subscription. The subscription becomes due for renewal on the first day of January each year, but any member joining the Society after 30th September will pay one quarter subscription for the remainder of the year.
    2. Each member who is fully paid up on the date a meeting is called will have one vote. Members who cannot attend a meeting may cast their votes by proxy.
    3. The Management Committee can create new categories of membership as they see fit up to a maximum of six categories.
  4. GENERAL MEETINGS
    1. The quorum for all annual, general and special meetings of the Society is one quarter of the number of paid-up members of the Society or twenty members, which ever is smaller. Those submitting a vote by proxy will be counted as if they were present at the meeting.
    2. Each paid-up member present will be entitled to one vote. In the case of an equality of votes the Chairman of the meeting will have a casting vote.
    3. At least twenty-one days notice of all annual, general and special meetings of the Society should be given to each member, together with a copy of the agenda and the facilities to cast votes by proxy. The notice and agenda may be communicated by post or by electronic mail.
    4. The Annual General Meeting will be held each year as soon as possible after 1st June, but not later than 30th September.
    5. A Special General Meeting may be convened, either by the Management Committee, or by written request to the Secretary from one tenth of paid-up members of the Society. The meeting must be held within five weeks of such a direction or request.
  5. MANAGEMENT COMMITTEE ("The Committee")
    1. The Committee comprises a Chairman, Secretary, Treasurer, and between four and eight other members. All Committee members must be paid-up members of the Society for the whole of their term in office.
    2. The Chairman, Secretary, and Treasurer will be elected at each Annual General Meeting.
    3. The general members of the Committee will be elected at each Annual General Meeting and are eligible for re-election.
    4. At its first meeting following the Annual General Meeting, the Committee may elect from its members a Vice Chairman for the ensuing year, who will take the Chair at all meetings in the absence of the Chairman.
    5. The quorum for Committee meetings is five elected members.
    6. The Committee members will meet at least four times a year.
    7. Each Committee member will receive at least seven days notice of all committee meetings, together with a copy of the agenda specifying items to be discussed. The notice may be communicated by post or by electronic mail.
    8. The Committee is responsible for all the administration and management of the Society's affairs and is custodian of all the Society's assets.
    9. The roles and responsibilities of the Officers and other members of the Committee are set out in the Terms of Reference. These Terms of Reference may be revised by the Committee from time to time.
    The Committee has the power to:
    1. Fill casual vacancies by appointing new members between annual general meetings. Such new members will have full voting rights.
    2. Require the resignation of a committee member who has failed to attend three out of five committee meetings without good reason
    3. Require members of the Society to declare business or professional interests in any of the Society’s affairs or activities
    4. Determine the rate of the annual membership subscriptions
    5. Appoint sub-committees to organise a specific function or project. The members of a sub-committee may include members not on the Committee and non-members of the Society. The Committee should review the progress, function and effectiveness of sub-committees at each Committee meeting.
    6. Appoint an Honorary President by invitation, who can attend committee meetings but not vote, and who will remain in office for three years and be eligible for re-appointment.
  6. FINANCE
    1. The funds of the Society may only be used to further the objects of the Society. They must not be used for any other purpose.
    2. The financial year will run from 1st June to 31st May.
    3. The Society funds will be held in a bank account in the name of the Society with all cheques signed by two members of the Committee in accordance with the procedures set out in the Terms of Reference.
    4. The Treasurer will keep a record of all the income and expenditure of the Society and present a report of the accounts to each Committee meeting. If the Treasurer is unable to attend the meeting, he/she will send a written report to the Chair for presentation to the meeting.
    5. The Treasurer will submit a written statement of accounts to each Annual General Meeting.
    6. If it considers the turnover of the Society large enough, the Committee may ask that the Annual Accounts be examined by a suitably qualified financial adviser who is not a member of the Committee but may be a member of the Society. This process should follow the guidance set out by the Charity Commissioners for unregistered community groups.
  7. AMENDMENTS
    The Constitution may be amended by a two-thirds majority of the paid-up members of the Society present at an Annual General Meeting or Special General Meeting.
  8. DISSOLUTION
    1. The Society may be dissolved by a two-thirds majority of the paid-up members present at an Annual General Meeting or Special General Meeting. All members must be given at least twenty-one days written notice of such a meeting, with a clear outline of the proposals to be discussed. The notice may be communicated by post or electronic mail.
    2. On dissolution, all the Society’s remaining assets, together with the Society’s administrative books and records, will be transferred to one or more organisations having similar objectives to those of the Society, as set out in Section 2 above. The recipient organisation(s) are to be agreed by the meeting of the Society at which the decision to dissolve the Society was confirmed.

Version 2 adopted at the Society AGM held in Brecon on 13 June 2012

For your convenience, printer-ready PDF files of the Constitution and Terms of Reference are also available.

Breconshire Local & Family History Society
Cymdeithas Hanes Lleol a Theuluoedd Brycheiniog

Terms of Reference

(Version 1.0 – created 22 March 2011)

The Constitution of the Society sets out clauses relating to the election and purpose of the Management Committee, (The Committee), and provides some guidance on the way the Society should be run. However the purpose of these Terms of Reference is to ensure the consistent and smooth management of the Society.

The Terms of Reference document is a working tool and may be changed or amended by the Management Committee at any time.

Holding Committee Meetings

Job Descriptions: Every member of the Committee should be given a job title and written job description which is agreed with the individual at the time of their election. The allocation of tasks within the Committee may vary depending on the strengths of the individual members.

Length of Term in Office: The officers (Chair, Secretary and Treasurer) are elected annually at the Annual General Meeting. It is advisable that they do not serve for more than three consecutive years in office.

New Members: Potential new members of the Committee may be invited to attend one or more committee meeting(s) as an observer in advance of their nomination at the AGM.

Agenda: The Chair and Secretary will usually draw up the agenda for Committee meetings but any member of the Committee may ask for items to be added to the agenda. The Agenda will be sent to all Committee members at least seven days before the meeting to which is refers.

Communications: Notice of meetings and other communications among the Committee will be sent by electronic mail whenever possible. An email normally arrives on the day it is sent so committee members should contact the Secretary if they suspect there is a problem.

Minutes: The Secretary will prepare minutes of each management committee meeting. The draft minutes should be sent to the Chair for his/her agreement before circulation to the other members of the committee. The minutes should be sent to members with the agenda for the next meeting. The minutes of the previous meeting will be agreed at each Committee meeting when the Chair will sign the approved minutes. The Secretary will maintain a paper copy of the signed minutes from Committee Meetings, Annual General Meetings and Special General Meetings.

Planning: The Committee may wish to draw up an outline of projects, activities or research to be carried out over the next 12 months. The Committee may draft a timetable to ensure that tasks allocated to members of the Committee and members of the Society constitute a reasonable workload.

Setting up Sub Committees

It is sometimes advisable to set up a small sub-committee to be responsible for a particular activity, project or piece of research. The sub committee should:

  1. Have clear tasks and objectives.
  2. Have a limited life-span.
  3. Be able to appoint or co-opt individuals to serve on the sub committee. These individuals need not be members of the Society.
  4. Report on a regular basis to the Committee.

The Committee must review the activities of the sub-committee regularly to ensure that it still has a clear function and purpose. If necessary, the Committee may dissolve the sub committee at any time.

Management of Financial Matters

Contact with Members: A statement of the Society’s finances should be made available to any member of the Society within seven working days of receipt of a reasonable written request.

Budgeting: At the start of each financial year, the Committee should prepare a draft budget for the coming year. This will establish expected income and expenditure and will assist financial management through the year.

Investments: The Society’s funds will be held in a bank account for day to day purposes. For longer term investment of funds, subject of the approval of the Committee, secure investments may be made to attract a better rate of interest. The Committee may wish to seek external expert advice on investments.

Restricted Funds: The Society may establish separate bank accounts for specific projects such as money raised for a specific purchase or grant income. The income and expenditure of restricted funds should be clearly set out in the annual accounts.

Reporting: The Treasurer should present a summary of all income and expenditure to every management committee meeting. If the Treasurer is unable to be present at the meeting, a written summary should be submitted through the Chair.

Approval of Expenditure: Every item of expenditure must be covered by a receipt. As far as possible, all expenditure must be agreed by the Committee in advance. However, between meetings:

  1. An individual member of the Committee may make expenditure up to £20.00 and make a written request for reimbursement at the next management committee meeting. The Committee may refuse reimbursement if it considers the expenditure was not in the best interests of the Society.
  2. Any expenditure between £20.01 and £50 may be approved in advance by the Treasurer and one other member of the Committee. Only one such payment may made between management committee meetings.
  3. Any expenditure over £50 requires the prior approval of the Committee and must be recorded in the minutes of the meeting.

Signing of Cheques: The constitution states that TWO members of the Committee must sign all cheques. Any member of the Committee may be nominated as a signatory, with four members registered as signatories. No signatories may sign a blank cheque nor sign a cheque made payable to themselves. The signatories must also sign the cheque stub and/or claim form in order that it is clearly recorded who signed for every payment.

Changing Signatories: Any changes to those registered as signatories at the bank must be approved by the Committee and recorded in the minutes. Banks often require a copy of the signed minutes before any changes can be made.

Forward Funding: No forward funding or ‘petty cash’ may be given to any person or organisation without prior agreement of the Committee. Such agreement must be recorded in the minutes.

Re-imbursement: All claims for re-imbursement should be made on a Claim Form and accompanied by the appropriate receipts(s). The Committee may refuse reimbursement if it considers that the expenditure was not in the best interests of the Society.

Presentation of Annual Accounts: When the turnover of the Society is low (under £2,500 per annum) the Treasurer may present a written statement of account to the members at the Annual General Meeting for their approval. As the turnover increases the Committee may ask for the accounts to be examined annually by an external financial advisor. Guidance for this is provided by the Charity Commissioners or other advisory bodies.

General

In Case of Dispute: The Committee may call on the services of an external mediator to help resolve any disputes or disagreements. For example, the Powys Association of Voluntary Organisations (PAVO), or another body may be asked to assist.


Terms of Reference agreed at a meeting of the BLFHS Steering Committee on 22 March 2011

For your convenience, printer-ready PDF files of the Constitution and Terms of Reference are also available.