Flat Holm

FLAT HOLM SOCIETY

CONSTITUTION

(Last amended at AGM March 2008)
1. TITLE
The Society shall be known as the Flat Holm Society (herein after referred to as the Society)

2. AIMS
The aims of the Society are to secure and promote the conservation, development and improvement of Flat Holm and its features of general public amenity or historic, ecological or public interest, provided that the works of the Society relate to land over which public access is assured and are in accord with any statutes, legal conditions or bye-laws which apply.

To achieve these aims the Society may: -

[a] Act as a co-ordinating body, co-operate with the Flat Holm Project, The Council of the City and County of Cardiff or its successor, Trinity House, The Countryside Council for Wales and all other local and statutory bodies, voluntary organisations, charities and persons having aims similar to those of the Society.

[b] Promote research into the conservation of the natural history of the island and carry out works to this end.

[c] Prepare surveys and collect information relating to any building or structure or place of historic interest with particular reference to the early military defences of the island.

[d] Assist in the maintenance and rebuilding of historically important buildings.

[e] Establish a base on the island for the use of and occupation by members of the Society and others.

[f] Contribute to the establishment of a museum and library facilities depicting the history and natural history of the island.

[g] Maintain and improve the island’s historic links with early radio experiments.

[h] Hold meetings, lectures and exhibitions.

[i] Encourage the use of the island by voluntary, youth and educational bodies.

[j] Raise funds and invite and receive contributions from any person or organisation by way of subscription, donation or help in kind, provided that the Society shall not undertake any permanent trading activities in raising funds for its primary purpose.

[k] Make financial grants or remuneration to approved persons or organisations for the purpose of achieving the declared aims of the Society; all grants being subject to approval by a quorum of the Committee.

[l] Sell, dispose of or turn into account all or any property or funds of the Society as shall be necessary.

[m] Borrow or raise money for the purpose of the Society on such terms and security as the Committee shall think fit but so that the liability of individual members of the Society shall in no case extend beyond the amount of one year’s annual subscription.

[n] Do all such other things as are necessary for the progression of the above aims always providing that the Society acts properly and in a lawful manner.

3. MEMBERSHIP

The Society shall provide for the following classes of membership:

[a] Ordinary Membership
This shall be granted to any person who supports the declared aims of the Society. Each member is entitled to one vote at meetings.

[b] Junior Membership.
This shall be granted to any person between the ages of 7 and eighteen years old and is in full time education and who supports the aims of the Society. No Junior member shall be entitled to vote at meetings.

[c] Affiliated Membership.
This shall be granted to any organisation wishing to support the Society and its declared aims. Such membership does not give the right to vote at meetings.

[d] Honorary Life Membership.
This may be granted to such persons who in the opinion of the Committee of the Society have given outstanding service to the Society. Such membership shall carry the full privileges of ordinary membership but will be free of a subscription and dues.

[e] Honorary Annual Membership
This may be granted to persons volunteering or working for the Project who will be given membership for the duration of their commitment. Such membership does not give the right to vote at meetings.

4. TERMINATION OF MEMBERSHIP.

[a] Any class of member may resign from the Society by giving notice in writing to the Secretary, unless a liability exists under 2(m) above.

[b] The Treasurer shall strike off the membership list any member who has allowed their annual subscription to fall 6 months in arrears.

[c] The Committee shall strike off the membership list any person who, in the opinion of the Committee, has brought discredit upon the Society or for other good and sufficient reason at the absolute discretion of the Committee, provided that the member shall have the right to be heard before such a decision is made.

5. MEMBERSHIP FEES AND SUBSCRIPTIONS.

[a] Membership subscriptions will be recommended by the Committee and approved at the Annual General Meeting.

[b] Membership fees will be paid on joining the Society and annual fees will be due on 1st April each year.

6. PATRON.

[a] An invitation to become Patron of the Society may be extended to a person of distinction in public life by resolution of the Committee.

[b] The Patron of the Society may attend any meeting of the Society.

7. PRESIDENT AND HONORARY VICE PRESIDENTS.

An invitation to become the President or an Honorary Vice President of the Society may be extended to a person of distinction by resolution at an Annual General Meeting.

8. VICE PRESIDENTS.

The Committee can invite any person to become a Vice President who supports the aims of the Society and who is willing to give a minimum annual donation, the amount to be decided annually by the Committee.

9. OFFICERS.

[a] The officers of the Society shall be as follows:-

i) There shall be a Chairman of the Society, who shall preside at all meetings of the Society; and shall have been a member of the Committee for a continuous period of at least two years.
ii) There shall be a Vice-Chairman of the Society who will deputise for the Chairman as and when necessary.
iii) There shall be a Secretary of the Society who shall be responsible for the summoning of General Meetings of the Society, the convening of meetings of the Committee of the Society, the preparation and recording of such meetings, and to deal with any matters arising.
iv) There shall be a Treasurer of the Society who shall be responsible for all financial affairs of the Society and preparing the annual financial report.

b]
i) All Officers shall be elected or re-elected for a period of two years.
ii) The Chairman and Treasurer shall be elected or re-elected in the same year
iii) The Vice-Chairman and Secretary shall be elected or re-elected in the following year

10. COMMITTEE.

a] The composition of the Committee shall be as follows:-
i) The officers of the Society: and
ii) Not more than eight other members.

b] All Committee members shall be elected or re-elected for a period of two years.

c] Each year, at least half of all the Committee members shall be eligible for re-election.

d) In order to ensure both regular continuity and rotation of the membership of the Committee, each Committee member duly elected shall serve for such periods as may be determined by the Annual General Meeting.

e) The Committee may co-opt non-voting members for specific purposes.

f) The Committee shall have powers to fill casual vacancies for a maximum period of one year.

g) The Committee shall be responsible to the members for the general management of the affairs and business of the Society.

h) The Committee shall meet at times set by the Secretary, and with not less than 7 days full notice in writing.

i) At all meetings of the Committee the quorum shall be an officer of the committee and 4 members.

j) Questions arising at any meeting shall be decided by a majority of votes. In the case of a tie the Chairman shall have a second casting vote.

k) In the event of an officer or committee member’s non-attendance at committee meeting without a valid reason for 3 consecutive meetings, the committee shall have the power after investigation to ask for their resignation.

l) All Officers and Committee members must sign a declaration that they understand their role and responsibilities and that their name will appear on the Charities Commission website.

m) The Committee shall deal with all matters not already provided for, and not involving an amendment to this Constitution.

11. ANNUAL GENERAL MEETING.

The AGM shall take place in March. Fourteen days notice in writing shall be given to members. The agenda shall provide for the election of the officers and Committee members. Retiring members shall be eligible for re-election. The agenda shall also provide for the appointment of an auditor who may not otherwise hold office and may be a non-member. An audited balance sheet shall be presented with the Treasurer’s report.

12. EXTRAORDINARY GENERAL MEETING.

An extraordinary general meeting may be called by the Committee at the written request of 5 members of the Society. The requisition shall state the business to be considered and no other business shall be considered at the meeting. An E.G.M. shall be held within 28 days of such requisition and 14 days notice shall be provided to all members.

13. QUORUM.

The minimum number of members who shall constitute a quorum at an Annual or Extraordinary General Meeting shall be ten.

14. FINANCE.

A bank account shall be opened in the name of the Society. The names of persons to sign cheques shall be authorised by a resolution of the Committee to include the Treasurer and a mandate shall be given to the bank accordingly.

15. AMENDMENTS.

The constitution shall only be amended at an AGM or E.G.M. called for that purpose. Any alterations must receive assent from not less than three-quarters of the members voting. Members shall be given 28 days notice in writing of any amendment, which may not apply to clauses 2, 18 or this clause without the consent of the Charity Commissioners. No amendment shall be made to the constitution that would cause the Society to cease to be a charity.

16. LIABILITY OF THE SOCIETY.

The Society and its members, together with the Board of Trinity House and the Lessee of Flat Holm, will not be liable for the death or injury to persons, or damage or loss of member’s property no matter how caused, during activities organised by or entered into by the Society.

17. VOLUNTEER POLICIES
All members, volunteers or anyone representing the Society in any capacity shall be made aware of all the Society’s policies, aims and objectives.

18. DISSOLUTION OF THE SOCIETY.

In the event of a decision to wind up the Society, which shall be determined at an AGM or E.G.M., its assets, after settlement of all outstanding debts, shall be disposed of to such charitable organisations or organisations with similar objectives as the Committee may with the approval of the Charity Commissioners dete

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