Constitution

The Gower Society Constitution and Rules

Adopted at the Annual General Meeting held on 28th March, 1956, and amended at subsequent General Meetings.
1.   The Society shall be called The Gower Society, in Welsh Cyfeillion Gŵyr.
2.   The Society is affiliated to the Royal Institution of South Wales, Swansea.
3.   For the purposes of the Society, Gower shall include the whole of the ancient Lordship of Gower.
4.   The aims of the Society are, for the public benefit:
a.   to encourage an appreciation and love of Gower;
b.   to preserve its character and antiquities, and to oppose any threat to its amenities;
c.   to safeguard rights of way and open spaces, and to ensure public access to its coast;
d.   to further the study of its antiquities and history;
e.   to record its features;
f.   to promote an environmentally friendly, sustainable rural economy;
g.  to co-operate with other charitable organisations whose aims are similar.
5.  The Society’s badge shall be a gold portcullis on a blue shield.
6.1.  The Society shall have six classes of members:
(a) ordinary members who shall be entitled to vote at General Meetings;
(b) family members (husband and wife and children under eighteen years), who shall be entitled to two  votes at a General Meeting, provided two members of the family are present, each over the age of eighteen;
(c)  group members who shall be organised bodies, approved by the Committee, who shall be collectively entitled to one vote at General Meetings. Group Members shall not be eligible for election as officers or committee members, but individuals from their number may be co-opted to the Committee;
(d) Honorary Life Members, who shall be persons who have given distinguished service to Gower, or to any cause with which the Society may identify itself. They shall be recommended by the Committee and shall be elected at a General Meeting of the Society;(e)  Life Members
(f)  Family Life Members (husband, wife and children under 18 years).
6.2.The amounts of annual subscriptions shall be decided at the Annual General Meeting, as shall the amounts for Life Membership and Family Life Membership.  Members who pay their subscription annually by standing order will pay at a significantly reduced rate.
7.   The Committee shall have power to refuse a renewal of a membership subscription.
8.   The Society shall elect annually at a general meeting a President, a Treasurer and, if required, an assistant Treasurer.
9.   The Society shall elect, normally triennially, at an AGM, the Chairperson, up to two Vice-Chairpersons, a Secretary or Joint Secretaries and five committee members.
10.  The executive officers of the Society shall comprise the Chairperson, Vice-Chairpersons, Treasurer and Secretaries.
11.  An Annual General Meeting of the Society shall be held no later than the end of June, at which the yearly statement of accounts shall be presented, the Officers shall report on the activities of the Society during the preceding year.
12.  In the event of a member of the Committee whose term of office has not expired, being elected an honorary executive officer, he shall thereby cease to be an elected member of the Committee and his place on the Committee for the unexpired portion of the term for which he was elected, shall be filled by election at the Annual General Meeting at which he was elected an officer.
13.  The Secretary shall give to each member of the Society at least fourteen clear days’ notice in writing of the Annual General Meeting and at least seven clear days’ notice in writing of any other General Meeting.
14.   A quorum at a General Meeting shall consist of twenty five members of the Society.
15.   The person presiding, or any six members at any meeting shall have the power to require a vote by ballot.
16.  The Chairperson shall have the power to convene any meeting of the Society or of the Committee.
17.  Nominations for the election of officers and committee members must reach the Secretary at least seven clear days before the date fixed for the Annual General Meeting, and shall be signed by two members of the Society. If there be no nomination for an office, or for a place on the Committee, the Chairperson of the meeting may accept nominations at the time of the meeting.
18.  The affairs of the Society shall be managed in accordance with the Constitution and Rules, by a Committee consisting of the honorary executive officers, the immediate past Chairperson, for one year after he has ceased to be Chairperson, and fifteen ordinary members (of whom five shall retire annually though they shall be eligible for re-election) and not more than three members co-opted until the next Annual General Meeting. The President shall be entitled to attend this Committee and to vote.
19.  Officers and retiring committee members shall be eligible for re-election as officers or committee members at the Annual General Meeting subject to officers not exceeding a limit of nine years of consecutive service in any capacity in total. There shall be no time limit for the post of Treasurer.
20.  Members of the Committee shall normally be elected for three years.
21.  Normally no member of the Society shall be eligible for the office of Chairperson or Vice-Chairperson unless he/she has been elected at an Annual General Meeting to serve on the Committee for at least one year during the three preceding years.
22.  A meeting of the Committee shall be held at the request of the Chairperson or of five Committee members. The Secretary shall give each member of the Committee not less than four clear days’ notice of all meetings of the Committee.
23.  A quorum of the Committee shall be five members.
24.  A member of the Committee who fails to attend three consecutive meetings of the Committee without explanation acceptable to the Committee, shall be deemed to have resigned from the Committee.
25.  The Committee may appoint an executive sub-committee and such other sub-committees to advise the committee as it deems necessary.
26.  On the recommendation of the Committee, a General Meeting may elect
(a)  Vice-Presidents for one year;
(b)  Honorary Vice-Presidents, who shall be elected for life, and who shall be persons who have given outstanding service to Gower, or to any cause with which the Society may identify itself.
27. Should a vacancy occur on the Committee between two Annual General Meetings the Committee may co-opt a member of the Society to fill such vacancy until the next Annual General Meeting. If the period of such casual vacancy should normally have extended beyond the next Annual General Meeting the Annual General Meeting shall elect a member of the Society to fill the vacancy for the unexpired period.
28. Should a vacancy occur among the honorary executive officers between two Annual General Meetings, the Committee may appoint an acting honorary executive officer to fill the vacancy until the next Annual General Meeting. A member of the Committee, so appointed as acting honorary executive officer, shall remain a member of the Committee.
29. A General Meeting shall be called at the written request of ten or more members of the Society, the purpose of which they shall indicate at the time, and such meeting shall be held not later than twenty-eight days after such request has been received by the Secretary, who shall give all members at least seven clear days’ notice of such a meeting, at the same time indicating the nature of the business.
30a. Any change in the Constitution and Rules of the Society shall be made only at a General Meeting after notice in writing of any proposed changes, signed by ten or more members, has been given to the Secretary who shall, within twenty-eight days of receiving such notice, give all members at least seven clear days notice of the meeting and of any proposed changes.
b. Any such change shall require the assent of two-thirds of the members present at such meeting.
c. No amendments shall be made the effect of which would be to cause the organisation to cease to be a charity in law.
31. The financial year of the Society shall be the calendar year and subscriptions shall be payable on the first of January.
32.  A member whose subscription has not been paid may be deemed to have resigned.
33.  The executive sub-committee may authorise routine expenditure by such an amount, to a maximum of £1,000, as may from time to time be formally authorized by the committee.

34.Investment Policy
The Society’s investments should take account of the future needs of the Society in terms of both capital and income. Investments need to be considered in the short, medium and long term. Investments should be made in accordance with the Trustee Act 2000 or any subsequent update or replacement, and should not be speculative.
Reserves Policy
The Society shall have a written Reserves and Investment Policy, addressing the short, medium and long term needs of the Society in order:
a.   to counter-act any potential threat to Gower
b.   to finance work and projects furthering the aims and objectives of the Society as set out in its constitution.
Forward Planning Policy
The Society shall have in place a forward planning document to guide its strategic development and to safeguard the future of the Society.
35.The Society shall reimburse out-of-pocket expenses incurred at its request and on its behalf.
36.A firm of professional accountants shall be appointed at the Annual General Meeting to carry out an examination of the accounts of the Society as prescribed by the Charities Act.
37. Until, and only until such time as the Society achieves CIO status
(1) Subject to the provisions of sub-clause (2) of this clause, the Committee shall cause the title to:
(a) all land held by or in trust for the Society which is not vested in the Official Custodian for charities; and
(b) all investments held by or on behalf of the Society; to be vested either in a corporation entitled to act as custodian trustee or in not fewer than three individuals appointed by them as Holding Trustees. Holding Trustees may be removed by the Committee at their pleasure and shall act in accordance with the lawful directions of the Committee, the Holding Trustees shall not be liable for the acts and defaults of its members.
(2) if a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Society, the Committee may permit any investments held by or in trust for the Society to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of such stockbroking company) as nominee for the Committee and may pay such a nominee reasonable and proper remuneration for acting as such.
38. If at any time it becomes necessary to wind up the affairs of the Society a General Meeting, at which no quorum shall be required, shall be called as set out in Clause 29, to consider the matter. If two-thirds of the members present approve the proposed winding up of the Society the Committee shall:
a.   Carry out the necessary action to dissolve the Society.
b.   Dispose of all properties and appliances belonging to the Society, the amount so realised to be credited to the Society’s Funds.
c.   Discharge all debts and liabilities legally incurred by the Society to the extent of the funds available.
d.   If, on winding up or dissolution of the Society, there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to, or distributed among the members of the Society, but shall be given or transferred to some other charitable institution having similar charitable objects, or to such purposes as the High Court or Charity Commission shall determine and direct.

March 2014