The Blackheath Village Society Constitution

1. Name

The name of the association shall be The Blackheath Surrey Village Society (hereinafter called “the Society”).

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2. Objects & Powers

The objects of the Society shall be:

(a) to promote the benefit of the inhabitants of Blackheath (Surrey) and the neighbourhood (hereinafter called the “area of benefit”) without distinction of sex or of political, religious or other opinions by associating with the local authorities, voluntary organizations and inhabitants in a common effect to advance education and to provide facilities in the interests of social welfare for recreation and leisure time occupation with the object of improving the conditions of life for the said inhabitants.

(b) to establish or to secure the establishment of a Community Centre (hereinafter called “the Centre”) and to maintain and manage or to cooperate with any local statutory authority in the maintenance and management of such a Centre for the activities promoted by the Society and its constituent bodies in furtherance of the above objects.

In furtherance of the above objects but not further or otherwise the Society through its Committee shall have power to do all such lawful things as are necessary for the attainment of the above objects. The Society shall be non-party in politics and non-sectarian in religion.  

The Society shall have power to affiliate to the National Federation of Community Organisations and to other organizations with similar charitable objects.

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3. Membership

Membership shall be open to all individuals in the area of benefit, together with such other individuals as the Committee considers to have a sufficient interest in or involvement with the area of benefit.  Individuals under the age of 18 will not be entitled to vote.

All members of the Society (hereinafter called “the Members”) shall be required to register his or her name and address in a Register of Members to be maintained by the Secretary and will not be entitled to vote unless so registered. The Register will be available for signature at the AGM of the Society and at other times the Secretary is authorised to add names to the Register on receipt of a written request so to do from that individual or individuals.  

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4. Subscription

a) Until otherwise determined by the Committee membership of the Society will be free.  

b) Any proposal by the Committee to impose a subscription shall be put to the Society at a AGM in accordance with normal procedure.

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5. Termination of Membership

The Committee shall have the right for good and sufficient reason to suspend or to terminate the membership of an individual provided that the individual Member shall have the right to be heard by the Committee before the final decision is made.

6. The Committee

Subject as hereinafter mentioned the policy and general management of the affairs of the Society shall be directed by a Committee which shall meet not less than four times a year.

a) The Committee shall consist of nine elected members, (and if necessary two co-opted members as provided by sub-clause (d) hereof) all of whom being over the age of 18  The Committee shall include a Chairman, Secretary and Treasurer (hereinafter called “the Officers”) who shall be chosen by the members of the Committee from amongst their number.

b) Committee members shall be elected at  the AGMs of the Society as follows:

a. Subject to sub-paragraphs b-d below, members of the Committee shall each be elected for a term of three years, and three members of the Committee shall retire each year.  A retiring Committee member shall be eligible for immediate re-election.

b. At the AGM which takes place in 2009, the three longest-serving elected members of the Committee shall retire. c. At the AGM which takes place in 2010, the next three longest-serving elected members of the Committee shall retire.

d. At the AGM which takes place in 2011, the remaining three members of the Committee who were elected in 2008 shall retire.

c) If casual vacancies occur among the elected members of the Committee, including the Officers, it shall have the power to fill these from amongst the Members of the Society.  Any person appointed to fill a casual vacancy shall hold office until the next AGM of the Society and shall be eligible for election at that meeting.

d) The Committee may co-opt two further members who shall be Members of the Society over the age of 18, who shall serve until the conclusion of the next AGM

e) The Committee may appoint such special or standing sub-committees as may be deemed necessary by the Committee which shall determine their terms of reference, powers, duration and composition.  All acts and proceedings of such special or standing sub-committees shall be reported to the Committee as soon as possible.  Any such special or standing sub-committee must include at least one member of the Committee.

f)  All members of the Committee must be Members of the Society.

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7. Meetings

The AGM of the Society shall be held at such time and place as the Committee shall determine.  

The business shall include:

1. Consideration of the Annual Report of work done by or under the auspices of the Committee, and of the reports of individual members of the Committee concerning their particular areas of responsibility, and of the audited accounts.

2. Election of the Officers and other Committee members in accordance with clause 6 hereof.

3. Appointment of an auditor or auditors.

4. Consideration of any other business of which due notice has been given.

5. Whenever necessary consideration of and voting on proposals to alter this constitution in accordance with clause 12 hereof.

a) The Secretary shall call a Special General Meeting (hereinafter called “SGM”) of the Society within 21 days of receiving a written request to do so signed by not less than twelve Members giving reasons for the request.  The Committee may also call a SGM at any time at its discretion.

b) At least 21 clear days notice shall be given by the Secretary to each Member of any AGM or SGM.  Such notice shall be deemed to have been given if notice in writing of the meeting is posted 21 clear days before the date of the meeting on the notice board at the Village Hall.

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8. Procedure at Meetings

Quorum.   Three members of the Committee shall form a quorum at meetings of the Committee and all the other special or standing sub-committees.  Eighteen Members or one third of the Members of the Society whichever is less, shall form a quorum at any AGM or SGM.

b) Voting.  Subject to the provisions of clause 12, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote and in case of an equality of votes the Chairman shall have a second or  casting vote.

c) Minutes.  Minutes shall be kept by the Society, the Committee and all other special or standing sub-committees and the Secretary shall keep a record of all proceedings and resolutions.   A file of all minutes shall be kept by the Secretary available for inspection by any Member upon reasonable notice.  Minutes of the AGM, any SGM and Committee meetings shall be posted on the Society’s web-site and copies shall be distributed to any corporate or individual trustee in whom the property of the Society is vested pursuant to Clause 10 below.

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9. Finance

a) All money raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose, provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper out of pocket expenses.

b) The Treasurer shall keep proper accounts of the finances of the Society.

c) The accounts shall be audited at least once a year by the auditor or auditors appointed at the AGM. In default of such appointment, the accounts shall be audited by the Chairman.

d) An audited statement of accounts for the last financial year shall be submitted by the Committee to the AGM.

e) A Bank account shall be opened in the name of the Society with such Bank as the Committee shall from time to time decide.  The Committee shall authorise in writing three members of the Committee to sign cheques on behalf of the Society.  All cheques must be signed by not less than two of the three authorised signatories.

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10. Trust Property

The title to any real or personal property which may be acquired by or on behalf of the Society shall be vested in a Corporation lawfully entitled to act as a Custodian Trustee or in not less than three or more than six individuals who shall enter into a Trust Deed setting forth the purpose and conditions under which they hold such property in trust for the Society.

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11. Dissolution

If the Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or desirable to dissolve the Society it shall call a meeting of all Members of the Society who have the power to vote of which meeting not less than 21 days notice (stating the terms of the resolution to be proposed thereat) shall be posted in a conspicuous place or places in Blackheath and the immediate neighbourhood and advertised in a local newspaper and given in writing to the Charity Commissioners for England and Wales and the Director of the National Federation of Community Organisations.  If such decision shall be confirmed by a two-thirds majority of those present and entitled to vote at such meeting the Committee shall have power to dispose of any assets held by or in the name of the Society.  Any assets remaining after the satisfaction of any property debts and liabilities shall be applied towards such charitable purposes for the benefit of the inhabitants of the area of benefit as the Committee may decide and as may be approved by the Charity Commissioners for England and Wales.

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12. Alterations to the Constitution

a) Any proposal to alter this Constitution may be made by the membership in accordance with the provisions of clause 7 b hereof or may be made by the Committee and in either case must be made in writing not less than 21 days prior to the date of the General Meeting at which it is first to be considered.

b) Notices to each such meeting must have been given in accordance with normal procedure and giving the wording of the proposed alteration.

c) Any alteration will require the approval of a two-thirds majority of Members present and voting at a General Meeting.

d)   Provided that no alteration to clause 2 (objects), clause 11 (dissolution) or to this clause shall be made, and no alteration shall be made which has the effect of causing the Society to cease to have the status of a charity at law.

This amended Constitution was adopted as the Constitution of Blackheath Village Society at a General Meeting duly convened on Thursday 17 January 2008.