Our Constitution

Bristol and Avon Family History Society Constitution

1. NAME

a. The name of the charity shall be the “Bristol and Avon Family History Society.”

2. OBJECTIVES

a.  The aim of the Society shall be to promote and encourage the public study of family history, genealogy, and associated matters with reference to the historical county of Avon (1974 to 1996) and its constituent predecessor and successor counties.

b.  In furtherance of the above aims the Society shall have the following objectives.

i.  To provide a forum and facilities for those interested to communicate, meet, and help each other in the furtherance of family history objectives.

ii. To arrange a programme of lectures and discussions, give advice and guidance to, and organise events and research visits for, Society members and interested members of the general public.

iii. To produce a journal (in printed, electronic or digital format) of the Society’s activities and genealogical matters.

iv. To hold and maintain a library of printed and other works for the use of Society members and to extend this to interested members of the general public.

v. To seek out and transcribe, index and, wherever possible, publish and make available source materials and other relevant documents.

vi. To pursue collaborative actions with similar societies, supportive bodies, and other relevant organisations.

vii. To promote and to engage in educational activities and the publication and sale of other appropriate material in manuscript or electronic form or on the internet.

3. POWERS

In furtherance of the above objectives, but not further or otherwise, the Society shall have the following powers: –

a. to hold lectures and discussions, give advice and guidance to and organise events and visits for Society members and interested members of the general public;

b. to hold and maintain a library of printed and other works for the use of Society members and, if practicable, to extend this to interested members of the general public;

c.  to preserve, index, transcribe, copy and publish source material;

d.  to undertake relevant projects of every kind including (without prejudice to the generality of the foregoing) the recording, transcribing, copying or indexing of archives, manuscripts, registers, records, photographs, portraits, maps, monumental inscriptions and war memorials;

e.  to pursue collaborative actions with supportive bodies or societies;

f.   to promote and to engage in educational activities including the issue of a regular journal and the publication and sale of other appropriate material in manuscript or electronic form or on the internet.

4. AFFILIATION

The Society shall seek to become a member of the Family History Federation (Registered Charity No. 1038721) and shall have the power to guarantee its debts in the event of its insolvency up to the sum of £1. The Society may also affiliate with other charitable organisations whose objects are deemed compatible and mutually supportive.

5. MEMBERSHIP

a. Membership of the Society shall be open to all persons, institutions and organisations with a genuine interest in supporting the Society’s Aims and Objectives. Application for membership will be on a prescribed form.

b. The Executive Committee may refuse an application for membership only if, acting reasonably and properly, they consider it to be in the best interests of the Society to refuse an application. A decision to refuse an application shall be given in writing to the applicant within 21 days of the decision (giving reasons for refusal). The applicant may make written representations about the decision and the Executive Committee must consider these and notify the applicant of their decision in writing within a reasonable period of time, which shall be final.

c. Classes of membership shall be determined by the Executive Committee of the Society and may include, but not limited to, such categories as Ordinary, Full, Family, Student, Life, Concessionary, Overseas, Honorary and Institutional membership.

d. The Committee may suspend from membership of the Society any member whose activities, in the opinion of the Committee, are detrimental to the Society. Such Members shall have the right to appeal.

e. Fully paid-up members will have full voting rights. Institutional Membership does not confer voting rights. Membership rights shall not be transferable unless approved by the Executive Committee. Each Family Membership shall have one vote each (Family Membership for two or more related persons living at the same address, sharing the same copy of the journal, but possessing individual voting rights, these votes cannot be cast by proxy).

f. Subscriptions shall be payable at the time and rate(s) determined by the Executive Committee.

g. The Executive Committee shall keep a register of the names and addresses of the members of the Society and shall be responsible for keeping it up-to-date and in compliance with Data Protection legislation.

h. Membership shall be terminated in the following ways.

i. By death or, if an organisation, by it ceasing to exist.

ii. By written resignation to the Secretary or other appropriate officer of the Society.

iii. If any sum due to the Society from the member remains unpaid in full within 3 months of it falling due unless the Executive Committee resolves that there are extenuating circumstances to permit the membership to continue.

iv. If the Executive Committee, by simple majority resolves that it is in the best interests of the Society that an individual or other category of membership is to be suspended or terminated, such a resolution to terminate membership may be passed only by the Executive Committee, if:

iv. (a) the member is given at least 21 days’ notice in writing of the Executive Meeting at which the resolution will be proposed, and the reasons why it is to be proposed. (Notice may be sent by email or other electronic means, by post or may be personally served). The Notice will contain details as to whom any response would be sent.

iv. (b) the member and or, if he/she prefers, a representative of the member (who need not be a member of the Society), has the right to make representations in writing or in person to the Executive Committee before a final decision is taken by the Executive Committee. Representations, in writing, may be sent by email or other electronic means, by post or may be personally served).

6. MANAGEMENT OF THE SOCIETY

a. Meetings of the Society may be held physically ‘in-person’, online by electronic or virtual platform, by telephone conference, or by any hybrid combination thereof. Due notice for any meeting shall specify the format and procedure for that occasion to reflect the circumstances of the time and related decisions of the Executive Committee. Whichever format is used must enable, where practicable, interactive, and simultaneous communication between participants. The Minutes of any meeting shall state the format that has been used.

b. The Society shall be administered by an Executive Committee which shall consist of a Chairman, Secretary, Treasurer, and not more than four other members plus one Representative from each sub-Group and Branches approved by the Society, the latter having full committee members’ rights and having been elected by the appropriate sub-Group at its own AGM. All these people must be paid-up members of the Society.

c. The Chairman, Secretary and Treasurer shall be deemed to be the Society’s Officers. These three Officers together with the other elected Members of the Executive Committee shall be the Society’s Trustees who shall hold any property or assets owned by it or held, or to be held in trust for the Society. No member shall hold more than one Officer position at any one time.

d. The members of the Executive Committee shall be elected every 4 years by the membership and their 4 year term of office shall commence with the declaration of the election results at the Annual General Meeting. Nominations should be submitted in writing to the Society’s Secretary not less than 14 days before the day on which the Annual General Meeting is to take place. A ballot shall be held if the number of nominations exceeds the number of vacancies.  Resignation from the Executive Committee between Annual General Meetings shall be in writing to the Society’s Secretary.

e. The Executive Committee shall meet not less than six times in a calendar year. The quorum for a Committee meeting shall be four, which must include at least two Officers. Committee members are expected to attend at least 4 meetings in the year. A simple majority shall suffice to pass any motion. In the event of an equal number of votes being cast for and against a motion, the Chairman shall have a second or casting vote.

f. The Executive Committee shall have the power to appoint sub-Committees and to co-opt members to fill casual vacancies on the Executive Committee until the next Annual General Meeting, as well as to invite individuals on an annual basis to undertake other tasks which are deemed to be necessary for the proper and effective administration of the Society’s affairs.

g. The Executive Committee shall be elected for four years only, but shall be eligible to stand for re-election subject to the following.

i. Members of the Executive Committee shall serve for a maximum of eight consecutive years. If a Member of the Executive Committee has served as an Officer for at least four years, their maximum period serving on the Executive Committee shall not exceed a maximum of 12 years.

ii. All Committee members and Officers who have served the maximum period of eight years or twelve years (including at least 4 years as an Officer) and have left the Executive Committee for any reason, shall be eligible for re-election after a full year’s absence.

h. At each Annual General Meeting the Society shall appoint a suitably qualified person independent of the Society to examine its accounts.

7. SUB-GROUPS / BRANCHES

a. The Executive Committee of the Society shall have the power to establish sub-Groups/branches in furtherance of the Society’s aims and objectives and on such terms as the Executive Committee shall prescribe. In the event of a sub-Group/branch being formed, any property or funds acquired by it shall belong to the Society.

b. Each sub-Group/branch so established shall comply with this Constitution and act in pursuance of its aims and objectives, and be subject to regulations or bye-laws approved by the Executive Committee. Such regulations or bye-laws shall include provisions dealing with the maintenance of a bank account by the sub-Group/branch, an acknowledgment that it forms part of the Society, and that it will comply with the Society’s Constitution regulations or bye-laws and policies.

c. A sub-Group/branch may be suspended at any time by a resolution of the Executive Committee or dissolved on a resolution of the members at an Annual or Extraordinary General Meeting of the Society. Such resolutions shall give directions and instructions as to the transfer of assets and responsibility for liability of the sub-Group/branch during suspension or following dissolution as the case may be.

d. Subject to the above, a sub-Group/branch may generally manage its own affairs but shall not pledge the credit of the Society.

8. ANNUAL AND EXTRAORDINARY GENERAL MEETINGS

a. An Annual General Meeting of the Society shall be held once a year during the month of June when the Executive Committee members shall present their reports. Notice in writing of this meeting and the agenda of items to be considered shall be given to members entitled to attend and vote at least fourteen clear days prior to the event. At such Annual General Meeting the business shall include the following.

i. The election of Officers and Members of the Executive Committee as required.

ii. The Society may invite by resolution suitable persons to be President and/or Vice-Presidents. The President and Vice-Presidents will serve for a term of 5 years. They may be re-elected for a second term, but may only serve a maximum of 10 consecutive years.

iii. The appointment of an Independent Examiner.

iv. The consideration of reports by or on behalf of the Executive Committee on the activities carried out by the Society.

v. The laying of the Society’s relevant annual accounts before the members. 

b. An Extraordinary General Meeting may be convened either at the request of the Executive Committee, or at the request of thirty Members (with voting rights) with prior written notice furnished to the Members at least twenty-eight days before the Extraordinary General Meeting setting out the business to be transacted.

c. Only those paid-up Members (with voting rights) present shall be entitled to participate and shall each have one vote at an Annual General Meeting or an Extraordinary General Meeting.

d. No business shall be carried out at an Annual General Meeting or an Extraordinary General Meeting unless a quorum is present. A quorum shall be 20 members of the Society present either physically in-person or online by electronic or virtual platform, by telephone conference, or by any hybrid combination thereof. Due notice for any meeting shall specify the format and procedure for that occasion. Whichever format is used must enable, where practicable, interactive, and simultaneous communication between participants. The Minutes of any meeting shall state the format that has been used.

e. If a quorum is not present within thirty minutes of the time appointed for an Annual or Extraordinary General Meeting, or if during any such Meeting a quorum ceases to exist, the Meeting shall be adjourned to such time and place as the Executive Committee shall determine. The Executive Committee must re-convene the Meeting and must give at least fourteen clear days’ notice of the re-convened Meeting stating the date time and place of the Meeting. If no quorum is present at the re-convened Meeting within fifteen minutes of the time specified for the start of the Meeting, then the members present at that time shall constitute the quorum for that Meeting.

f. Annual or Extraordinary General Meetings shall be chaired by the person who has been elected as Chairman of the Society. However, the President, or in his/her absence, any available Vice-President, can be invited to chair the Annual General Meeting.  If there is no such person, or he or she is not present within fifteen minutes of the time appointed for the Meeting, then an Executive Committee member nominated by the Executive Committee shall chair the Meeting. If there is no Executive Committee member present and willing to act, then the members present and entitled to vote must choose one of their number to chair the Meeting.

g. All motions, other than those to amend the Constitution, may be passed by a simple majority of those present by a show of hands. In the event of an exactly equal number of votes being cast for and against the motion, the Chairman shall have a second or casting vote.

h. Any Member may ask for a form to register a postal vote, but only if unable to be present to vote in person. A postal vote must be sent to the Secretary in a clearly marked envelope which shall not be opened until the votes of those present at the meeting are counted.

9. FINANCE

a. All income and property of the Society, whencesoever derived, shall be applied solely towards the promotion and execution of the aims and objectives of the Society as defined in Clauses 2 and 3 above. No portion thereof shall be paid or transferred directly or indirectly in any manner to any member of the Executive Committee or Society provided that nothing herein shall prevent reimbursement of reasonable expenses properly incurred on behalf of the Society (including but not limited to the payment of an approved fee when engaged as a speaker).

b. The Executive Committee shall have full power to authorise reasonable expenditure and, in an emergency, like power shall vest in the Society’s Chairman with the concurrence of the Secretary and Treasurer.

c. The Executive Committee shall cause proper books of account to be kept with respect to all sums of money received and expended by the Society and the matters in respect of which such receipts and expenditures take place.

d. The Society’s financial year shall commence on 1st April and annual accounts shall be prepared in relation to each financial year. A copy shall be made available to all Society members as soon as practicable. Once at least in every year, the Society’s accounts shall be examined by one or more qualified persons who are independent of the Society. The accounts and results of this examination shall be presented to the Executive Committee for formal approval and afterwards presented to the Members by being printed in the Society’s journal or distributed to members in electronic format.  

e. Members of the Executive Committee must have no personal interest in any matter related to the Society’s funds and  charitable transactions.

10. CONSTITUTION

a. Subject to the following provisions of this clause, the Constitution may be altered only at an Annual General Meeting or, in exceptional circumstances, at an Extraordinary General Meeting of the Society at which proper notice has been given as provided by clause 10 (c) below, such notice to include notice of the Resolution setting out the terms of the proposed alteration. The Resolution must be passed by not less than two-thirds of the votes of Society members present and voting at the Meeting.

b. No alteration or amendment shall be made to this Constitution which would bar the Society from being a Charity at law.

c. No amendment may be made to clause 1 (name clause), clause 2 (objectives clause), clause 3 (powers clause), clause 9 (Finance clause), clause 11 (dissolution clause) or this clause 10 without the prior consent in writing of the Charity Commissioners for England and Wales (“the Commissioners”). Proposals for constitutional amendments shall be submitted to the Executive Committee of the Society at least fifty-six days prior to the day on which the Annual General Meeting or Extraordinary General Meeting is to be held.

d. The Executive Committee should promptly send to the Commissioners a copy of any amendment made under this clause.

11. DISSOLUTION

a. The Society may be dissolved by a resolution passed by not less than two-thirds of those members present with voting rights at either an Annual General Meeting or Extraordinary General Meeting called by the Executive Committee following their decision that it is necessary or advisable to dissolve the Society and for which twenty-eight  days’ prior notice has been given in writing. Such a resolution may include instructions for the disposal of any assets held by the Society.

b. If the Resolution is passed to dissolve the Society, the Executive Committee members shall remain in office as charitable trustees and be responsible for winding up the affairs of the Society in accordance with this clause.

c. The Executive Committee members must collect in all the assets of the Society and must pay or make provision for all the liabilities of the Society.

d. The Executive Committee members must apply any remaining property or money as follows.

i. Directly towards the objectives of the Society.

ii. By transfer to any charity or charities for purposes the same as, or similar to, the Society as resolved by the members of the Society or, if none is resolved by the members, then as the Executive Committee members select.

iii. In such manner as the Commissioners may approve in writing in advance;

e. In no circumstances shall the net assets of the Society be paid to, or distributed among, the members of the Society.

f. The Executive Committee members must notify the Commissioners promptly that the Society has been dissolved and, if they are obliged to send the accounts of the Society for the accounting period which ended before its dissolution, they must send the Society’s final accounts to the Commissioners.

12. INDEMNITY

a. The members of the Executive Committee shall each be indemnified by the Society against any liability, claim or demand arising from any action taken or omitted in good faith by them on behalf of the Society or its members in the administration of the Society.

b. A member of the Executive Committee may benefit from trustee indemnity insurance cover purchased at the Society’s expense in accordance with and subject to Section 189 of the Charities Act 2011.

13. NOTICES

a. All notices to be given by or to the Society must be either in writing, electronic form, in person, by post or by delivery to the members last known address.

b. A member present in person at any meeting of the Society shall be deemed to have received notice of the meeting and of the purposes for which it was called.

FOOTNOTES

This Revised Constitution was adopted by the Society at the Extraordinary General Meeting on Monday 9th October 2023.

This Constitution is supplemented by the Society’s Handbook which includes the Code of Practice, Policies, Procedures, Job Descriptions and Working Procedures related to individual functions and activities.