Constitution

The Dover Society
The Society is established for the public benefit for the following purposes in the area comprising Dover Town Council, Guston Parish Council, Hougham Without Parish Council, Langdon Parish Council, Lydden Parish Council, River Parish Council, St. Margaret’s at Cliffe Parish Council, Temple Ewell Parish Council and Whitfield Parish Council, which area hereinafter will be referred to as the area of benefit. The Executive Committee may alter the parishes within Dover District Council area and comprising the area of benefit subject to confirmation by a simple majority vote of the subsequent Annual General Meeting
1. To promote high standards of planning and architecture in or affecting the area of benefit.
2. To educate the public in the geography, history, natural history and architecture of the area of benefit.
3. To secure the preservation, protection, development and improvement of features of historic or public interest in the area of benefit. In furtherance of the said purposes, but not otherwise, the Society, through its Executive Committee, shall have the following powers:-.
  - To promote civic pride in the area of benefit
  - To promote research into subjects directly connected with the objects of the Society and to publish the results of any such research.
  - To act as a co-ordinating body and to co-operate with the local authorities, planning committees, and all other statutory authorities, voluntary organisations, charities and persons having aims similar to those of the Society.
  - To promote or assist in promoting activities of a charitable nature throughout the area of benefit.
  - To publish papers, reports and other literature.
  - To make surveys and prepare maps and plans and collect information in relation to any place, erection or building of beauty or historic interest within the area of benefit.
  - To hold meetings, lectures and exhibitions.
  - To educate public opinion and to give advice and information.
  - To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise; providing that the Society shall not undertake any permanent trading activities in raising funds for its primary purpose.
  - To acquire, by purchase, gift or otherwise, property, whether subject to any special trust or not.
  - To sell, let, mortgage, dispose of or turn to account, all, or any of the property or funds of the Society as shall be necessary.
  - To borrow or raise money for the purposes of the Society on such terms and on such security as the Executive Committee shall think fit, but so. that the liability of individual members of the Society shall in no case extend beyond the amount of their respective annual subscriptions.
  - To do all such other things as are necessary for the attainment of the said purposes.
Membership shall be open to all who are interested in actively furthering the purposes of the Society. No member shall have power to vote at any meeting of the Society if his or her subscription is in arrears at the time. Junior members shall be those aged less than 18 years at the time their subscription is due; and they shall not be entitled to vote at any meeting of the Society. Corporate members shall be such Societies, associations, educational institutions or businesses as are interested in actively furthering the purposes of the Society. A corporate member shall appoint a representative to vote on its behalf at all meetings but before such representative exercises his or her right to vote the corporate member shall give particulars in writing to the Honorary Secretary of such representative. The subscriptions of a member joining the Society in the three months preceding 1st April in any year shall be regarded as covering membership for the Society’s year commencing on 1st April, following the date of joining the Society.
The annual subscription for members will be determined by a simple majority vote taken at the Annual General Meeting.
The annual fee for Corporate members will be by agreement or such other reasonable sum as the Executive Committee shall determine from time to time, and it shall be payable on or before 25 April each year. Membership shall lapse if the subscription is unpaid three months after it is due.
An Annual General Meeting shall be held on or about 21 April of each year to receive the Executive Committee’s report and accounts and to elect officers and members of the Committee. The Society’s accounts and report will be prepared in accordance with current applicable legislation and in compliance with Charity Commission rules, guidance and timetables. Where Charity Commission rules allow for financial accounts and reporting not to be subject to independent examination the Society may opt for an examination by an Audit Committee made up of between two and three members elected by the members. The members of the Audit Committee shall be elected at each Annual General Meeting. None of the Audit Committee may be an officer of the Society or a member of the Society’s Executive Committee.
Subject to Charity Commission rules the Society’s accounts and report will be prepared for each year ending 31st March unless the members agree otherwise. The accounts and report will be issued to members within 6 months of the end of the financial period. The accounts and report issued to members may be in an abbreviated format subject to approval by the Audit Committee and shall include any report of the Audit Committee. The accounts and report will require approval of the members at the Annual General Meeting immediately following except as set out below. Where the Audit Committee are unable to approve the Society’s accounts as prepared by the Executive Committee the Society’s members must be provided with a copy of the Audit Committee report together with the relevant accounts. The Executive Committee must, within 30 days of the report, call a Special General Meeting to seek approval of the accounts from the Society’s members. The Committee shall decide when ordinary meetings of the Society shall be held. Special General Meetings of the Society shall be held at the written request of fifteen or more members whose subscriptions are fully paid up. Twenty five members personally present shall constitute a quorum for a meeting of the Society.
(6) Nominations for the election of officers shall be made in writing to the Honorary Secretary at least 14 days before the Annual General Meeting. Such nominations shall be supported by a seconder and the consent of the proposed nominee must first have been obtained. The elections of Officers shall be completed prior to the election of further committee members. Nominees for election as Officers or Committee Members shall declare at the Annual General Meeting at which their election is to be considered any financial or professional interest known, or likely to be of concern to the Society. The officers of the Society shall consist of:- Chairman, Vice Chairman, Honorary Secretary, Honorary Treasurer all of whom shall relinquish their office every year and shall be eligible for re-election at the Annual General Meeting. A President and Vice-presidents may also be elected at a General Meeting of the Society, for periods to be decided at such a meeting. The Executive Committee shall have the power to fill casual vacancies occurring among the Officers of the Society
The Executive Committee shall be responsible for the management and administration of the Society. The Executive Committee shall consist of the officers and not less than eight and not more than twelve other members. The Committee shall have power to co-opt further members (who shall attend in an advisory and nonvoting capacity). The Officers and Members of the Committee shall normally be resident, or work in the area of benefit. The President and Vice Presidents may attend any meeting of the Executive Committee but shall not vote at any such meeting. In the event of an equality in the votes cast, the Chairman shall have a second or casting vote. Nominations for election to the Executive Committee shall be made in writing to the Honorary Secretary at least 14 days before the annual general meeting. They must be supported by a seconder and the consent of the proposed nominee must first have been obtained. If the nominations exceed the number of vacancies, a ballot shall take place in such manner as shall be determined. Members of the Executive Committee shall be elected annually at the Annual General Meeting of the Society, and outgoing members may be re-elected. The Executive Committee shall meet not less than six times a year at intervals of not more than two months and the Honorary Secretary shall give all members not less than seven days notice of each meeting. The quorum shall, as near as may be, comprise one third of the members of the Executive Committee. The Executive Committee shall have the power to fill up to three casual vacancies occurring among the members of the Executive Committee between General Meetings.
The Executive Committee may constitute such sub-committees from time to time as shall be considered necessary for such purposes as shall be thought fit. The Chairman and Secretary of each sub-committee shall be appointed by the Executive Committee and all actions and proceedings of each sub-committee shall be reported to and be confirmed by the Executive Committee as soon as possible. Members of the Executive Committee may be members of any sub-committee and membership of a sub-committee shall be no bar to appointment to membership of the Executive Committee.
Sub Committees shall be subordinate to and may be regulated by or dissolved by the Executive Committee.
It shall be the duty of every Officer or member of the Executive Committee or Sub-Committee who is in any way directly or indirectly interested financially or professionally in any item discussed at any Committee Meeting at which he or she is present to declare such interest and he/she shall not discuss such item ( except by invitation of the Chairman) or vote thereon.
The Executive Committee shall, out of the funds of the Society, pay all proper expenses of administration and management of the Society. After the payment of the administration and management expenses and the setting aside to reserve of such sums as may be deemed expedient, the remaining funds of the Society shall be applied by the Executive Committee in furtherance of the purpose of the Society.
All monies at any time belonging to the Society and not required for immediate application for its purposes shall be invested by the Executive Committee in or upon such investments, securities or property as it may think fit, subject nevertheless, to such authority, approval or consent by the Charity.
Any freehold and leasehold property acquired by the Society shall, and if the Executive Committee so directs any other property belonging to the Society may, be invested in trustees who shall deal with such property as the Executive Committee may from time to time direct. Any trustees shall be at least three in number or a trust corporation. The power of appointment of new trustees shall be vested in the Executive Committee. A trustee need not be a member of the Society but no person whose membership lapses by virtue of clause 4 hereof shall thereafter be qualified to act as a trustee unless and until re-appointed as such by the Executive Committee. The Honorary Secretary shall from time to time, notify the trustees in writing of any amendment hereto and the trustees shall not be bound by any such amendments in their duties as trustees unless such notice has been given. The Society shall be bound to indemnify the trustees in their duties (including the proper charge of a trustee being a trust corporation) and liability under such indemnity shall be a proper administrative expense.
This Constitution may be amended by a two thirds majority of members present at an Annual General Meeting or Special General Meeting of the Society, provided that 28 days notice of the proposed amendment has been given to all members, and provided that nothing herein contained shall authorise any amendment the effect of which would be to cause the Society at any time to cease to be a charity in law.
Any notice required to be given by these rules shall be duly given, if left or sent by prepaid post, addressed to the address of that member last notified to the Secretary. Where a member gives his consent in writing, and that consent has not been withdrawn, notices may be given by electronic means.
The Society may be dissolved by a two thirds majority of members voting at an Annual General Meeting or a Special General Meeting of the Society, confirmed by a simple majority of members voting at a further Special General Meeting held not less than 14 days after the previous meeting. If a motion for the dissolution of the Society is to be proposed at an Annual General Meeting, or a Special General Meeting, this motion shall be referred to specifically when notice of the meeting is given. In the event of the dissolution of the Society, the available funds of the Society shall be transferred, to such one or more charitable institutions having objects similar or reasonably similar to those herein before declared, as shall be chosen by the Executive Committee and approved by the Meeting of the Society, at which the decision to dissolve the Society is confirmed. On dissolution, the minute books and other records of the Society shall be deposited with the Civic Trust.