19th April 2010

BEDFORDSHIRE GEOLOGY GROUP

CONSTITUTION

  1. The name of the Group is the Bedfordshire Geology Group (BGG), hereafter referred to as the Group.
  2. Subject to the matters set out below, the Group and its property shall be administered and managed in accordance with this Constitution by the members of the Executive Committee, constituted by Clause 7 of this Constitution.
  3. The Group's objectives are, within Bedfordshire are:
    1. To develop an efficient and sustainable organisation, through an active network of skilled volunteers in order to promote the Group and its work.
    2. To stimulate the study of geology and geomorphology and to raise public awareness about the value of geodiversity, both through a representative selection of well managed and well promoted Local Geological Sites (LGS), and by walks and events across Bedfordshire landscapes generally.
    3. To liaise with landowners, local authorities, appropriate organisations, volunteers and partners to improve the management of sites in order to maximise their potential.
  4. In furtherance of the objectives but not otherwise the Executive Committee may exercise the following powers:
    1. Power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities or further the interests of donating bodies and shall conform to any relevant requirements of law.
    2. Power to buy, take on lease or exchange any property necessary for the achievement of the objectives and to maintain and equip it for use.
    3. Power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Group.
    4. Power to employ such staff as are necessary for the achievement of the objectives.
    5. Power to co-operate with other voluntary bodies, charities and statutory authorities operating in furtherance of the objectives or of similar purposes and to exchange information and advice with them.
    6. Power to establish or support any groups, charitable trusts or institutions formed for all or any of the objectives.
    7. Power to appoint and constitute advisory sub-committees.
    8. Power to do all such other lawful things as are necessary for the achievement of the objectives.
  5. Group membership:
    1. Membership of the Group shall be open to any individual over the age of 18 who is interested in furthering the work of the Group and who:
      1. Has paid any annual subscription laid down from time to time by the Executive Committee.
      2. Is a nominated employee or member of a body that has paid a corporate annual subscription under arrangements laid down from time to time by the Executive Committee.
    2. Every member shall have one vote at a general meeting.
    3. The Executive Committee may unanimously and for good reason terminate the membership of any individual, provided that the individual concerned shall have the right to be heard by the Executive Committee and that the decision of the Executive Committee is ratified by the next Annual General Meeting (AGM) of the Group before a final decision is made.
  6. At the AGM of the Group the members shall elect from amongst themselves a Chairman, a Secretary and a Treasurer, who shall hold office from the conclusion of that meeting. If either the Secretarial or Treasurer post is not filled, appointed staff may cover these roles and the honorary roles be assumed by the Chairman.
  7. The Executive Committee:
    1. The Executive Committee shall consist of not less than 7 members or more than 12 members being:
      1. The honorary officers specified in the preceding clause.
      2. An LGS Manager elected at the AGM who shall have a geology or geomorphology qualification.
      3. Not less than 3 members elected at the AGM who shall fill specified appointments such as Membership Secretary, Events Co-ordinator and Publicity Manager.
      4. Not more than 4 members elected at the AGM to represent other bodies with an influence on the achievement of the objectives of the Group.
    2. The Executive Committee shall progress the ratification of LGS through the Local Geological Site Panel and the Bedfordshire Local Site Partnership.
    3. The Executive Committee may appoint not more than 2 co-opted members to fill specified appointments that become vacant. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under Clause 10a and shall take effect from the end of the meeting.
    4. All members of the Executive Committee shall retire from office together at the end of the AGM after the date on which they came into office but they may be re-elected or reappointed.
    5. The proceedings of the Executive Committee shall not be invalidated by any vacancy among their numbers, or by any failure to appoint, or by any defect in the appointment or qualification of a member.
    6. Nobody shall be appointed as a member of the Executive Committee who is not a member of the Group.
  8. A member of the Executive Committee shall cease to hold office if he or she:
    1. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; or
    2. is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
    3. notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
  9. No member of the Executive Committee shall acquire any interest in property belonging to the Group (otherwise than as a trustee of the Group) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
  10. Executive Committee meetings:
    1. The Executive Committee shall hold at least three ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Executive Committee upon not less than 4 days' notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member not less than 21 days' notice must be given.
    2. The Chairman shall act as Chairman at meetings of the Executive Committee. If the Chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be Chairman of the meeting before any other business is transacted.
    3. There shall be a quorum when at least one third of the elected and co-opted members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
    4. Every matter shall be determined by a majority of votes of the members of the Executive Committee voting on the question, but in the case of equality of votes the Chairman of the meeting shall have a second or casting vote.
    5. The Executive Committee shall keep minutes of the proceedings of meetings of the Executive Committee and any sub-committees.
    6. The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
    7. The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Group for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee; provided that all sub-committees are chaired by a member of the Executive Committee and all acts and proceedings of sub-committees shall be fully and promptly reported to the Executive Committee.
  11. Funds:
    1. The funds of the Group, including all donations and bequests, shall be paid into an account operated by the Executive Committee in the name of the Group at such Bank or Building Society as the Executive Committee shall from time to time decide. All cheques drawn on the account must be authorised by at least two members of the Executive Committee. Online banking will be allowed as deemed necessary, and secure.
    2. The funds of the Group shall be applied only to furthering the objectives.
  12. Land and Investments:
    1. Subject to the provisions of sub-clause (b) of this clause, the Executive Committee shall cause the title to:
      1. All land held by or in trust for the Group; and
      2. All investments held by or on behalf of the Group.
      to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive 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 Group, the Executive Committee may permit any investments held by or in trust for the Group to be held in the name of a clearing bank, trust corporation or any stock broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock broking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
  13. The Executive Committee shall have obligations with regard to:
    1. The keeping of accounting records for the Group; and
    2. The preparation of annual statements of account for the Group.
  14. Annual General Meeting (AGM):
    1. There shall be an AGM of the Group which shall be held in the month of September in each year or as soon as practicable thereafter.
    2. Every AGM shall be called by the Executive Committee. The Secretary shall give at least 30 days' notice of the AGM to all the members of the Group. All members of the Group shall be entitled to attend and vote at the meeting.
    3. The Executive Committee shall present to each AGM the report and accounts of the Group for the preceding year.
    4. Nominations for election to the Executive Committee must be made by members of the Group and must be in the hands of the Secretary of the Executive Committee before the AGM. Should nominations exceed vacancies, election shall be by ballot of those present at the AGM.
    5. Individual members may submit motions to be included in the agenda of the AGM. The Secretary of the Executive Committee must receive such motions at least 20 days prior to the date of the AGM.
  15. The Executive Committee may call a Special General Meeting of the Group at any time. In addition, if at least five members of the Group request such a meeting in writing stating the business to be considered, the Secretary shall call such a meeting. At least 30 days' notice must be given. The notice must state the business to be discussed.
  16. The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Group.
  17. There shall be a quorum when at least one-tenth of the number of members of the Group for the time being or five members of the Group, whichever is the greater, are present at any general meeting.
  18. Any notice required to be served on any member of the Group shall be in writing and shall be served by the Secretary or the Executive Committee on the member either personally or by sending it through the post in a prepaid letter addressed to such full member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.
  19. The Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The order papers of the general meeting must include notice of the resolution, setting out the terms of the adoption proposed.
  20. If the Executive Committee decides that it is necessary or advisable to dissolve the Group it shall call a meeting of all members of the Group, of which not less than 30 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Group. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the Group as the full members of the Group may determine or failing that shall be applied for some other similar purpose.
  21. The members of the Executive Committee modified and adopted the original Constitution on the 16th September 2007. It was further modified and adopted on 19th April 2010 by the current Executive Committee (see below) with majority support from the voting members.
John Comont Peter Lally Martin Whiteley
Bev Fowlston Jan Munro Anne Williams
Lindsay Hiles Malcolm Oliver John Wong