Our Constitution (Draft)
1. The name of the Charitable Incorporated Organisation (“the CIO”) is THE CHURCH MONUMENTS SOCIETY.
2. The principal office of the Church Monuments Society is in England. The registered address of the Society is c/o The Society of Antiquaries of London, Burlington House, Piccadilly, London W1J OBE.
3. The object of the CIO is to promote, for the public benefit, the study, care and conservation of funerary monuments of historical, artistic, architectural or educational importance and related art of all periods and of all countries. Nothing in this constitution shall authorize an application of the property of the CIO for the purposes which are not charitable in accordance with [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act (Northern Ireland) 2008]
4. The CIO has power to do anything which is calculated to further its object[s] or is conducive or incidental to doing so. In particular, the CIO’s powers include power to
(1) Borrow money and to charge the whole or part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land.
(2) Buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use.
(3) Sell, lease or dispose of all or any part of the property belonging o the Church Monuments Society. In exercising this power, the CIO must comply with sections 117 and 119-123 of the Charities Act 2011.
(4) Employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses.
(5) Deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the Church Monuments Society to be held in the name of a nominee, in the same manner and subject to the same condition as the trustees of a trust are permitted to do by the Trustee Act 2000.
5. Application of income and property
(1) The Income and property of the CIO must be applied solely towards the promotion of the objects.
(a) A charity trustee is entitled to be reimbursed from the property of the Church Monuments Society reasonable expenses properly incurred by him or her when acting on behalf of the Society.
(b) A charity trustee may benefit from trustee indemnity insurance cover purchased at the Society’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(2) None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Society. This does not prevent a member who is not also a charity trustee receiving
(a) A benefit from the Church Monuments Society as a beneficiary of the Society
(b) Reasonable and proper remuneration for any goods and services supplied to the Society.
(3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorized by Clause 6.
6. Benefits and payments to charity trustees and connected person
(1) General provision
No charity trustee or connected person may
(a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
(b) sell goods, services or any interest in land to the Society;
(c) be employed by or receive any remuneration from the CIO.
(d) receive any other financial benefit from the CIO;
unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorized by the court or The Charity Commission (“the Commission). In the clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
(2) Scope and powers permitting trustees’ or connected person’ benefits
(a) A charity trustee or connected person may receive a benefit from the Society as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.
(b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause, a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services to the Society by the charity trustee or connected person.
(d) A charity trustee or connected person may receive interest on money lent to the Society at a reasonable and proper rate which must not be more than the Bank of England bank rate (also known as the base rate).
(e) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the Society on the same terms as members of the public.
(g) A charity trustee who is a member of the Society may enjoy the benefits of membership of the society on the same terms as any other member.
(3) Payment for supply of goods only – controls
The CIO and its charity trustees may only rely upon the authority provided by sub-clause (2) (c) of this clause if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of goods in question.
(c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
(d) The supplier is absent from any part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the Society.
(e) The supplier does not vote on any matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
(f) The reason for their decision is recorded by the charity trustees in the minute book.
(g) A majority of the charity trustees then in office are not in receipt of remuneration or payment authorized by clause 6.
(4) In sub-clauses (2) and (3) of this clause, the Church Monuments Society (the CIO) includes any company in which the Society:
(a) holds more than 50% of the shares; or
(b) controls more than 50% of the voting rights attached to the shares; or
(c) has the right to appoint one or more directors to the board of the company.
7. Conflicts of interest and conflicts of loyalty
A charity trustee must:
(1) Declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Society or in any transaction or arrangement entered into by the Society which has not previously been declared;
(2) and absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interest of the Society and any personal interest (including but not limited to any financial interest).
Any charity trustee absenting himself or herself from any discussion in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.
8. Liability of members to contribute to the assets of the Church Monuments Society if it is wound up
If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
9. Membership of the Church Monuments Society
(1) Admission of New Members
Membership of the CIO is open to anyone who is interested in furthering its purposes, and who, by applying for membership has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.
(b) Admission procedure
The charity trustees:
(I) May require applications for membership to be made in any reasonable way that they decide;
(ii) shall, if they approve an application for membership, notify the applicant of their decision within 21 days;
(iii) may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;
(iv) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
(v) shall give fair consideration to an such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.
(2) Transfer of membership
Membership of the CIO cannot be transferred to anyone else except in the case of an individual or corporate body representing an organization which is not incorporated, whose membership may be transferred by the unincorporated organization to a new representative, or the case of Joint Members, where the family membership may be extended to cover new group members, providing that the group has only two votes. Such transfer of membership does not take effect until the Society has received written notification of the transfer.
(3) Duty of members
It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO.
(4) Termination of membership
(a) Membership of the CIO comes to an end if:
(i) The member dies, or in the case of an organization (or the representative of an organization ceases to exist; or
(ii) The members sends a notice of resignation to the membership secretary; or
(iii) Any sum of money owed by a member to the CIO is not paid in full within six months of its falling due; or
(iv) The charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect.
(b) Before the charity trustees take any decision to remove someone from membership of the CIO they must:
(i)Inform the member of the reasons why it is proposed to remove him, or her or it from membership;
(ii) Give the member at least 21clear days’ notice in which to make representations to the charity trustees as to why he, or she, or it should not be removed from membership
(iii) At a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership, except in cases where membership is being terminated for non-payment of the subscription
(iv) Consider at that meeting any representations which the member makes as to why the member should not be removed; and
(v) Allow the member, or the member’s representative to make those representations in person at that meeting, if the member so chooses.
5. Membership fees
All Members, except Honorary Members, shall pay an annual membership fee to be fixed by an Annual General Meeting on the recommendation of the Council. This fee shall be due on 1st June.
The membership shall consist of Individual Members, Joint Members, Student Members, Corporate Members and Honorary Members, or an individual or corporate body representing an organization which is not incorporated.
10. Members’ decisions
(1) General provisions
Except for those decisions that must be taken in a particular way as indicated in sub-clause (3) of this clause, decisions of the members of the CIO may be taken by vote at a general meeting as provided in sub-clause (2) of this clause.
(2) Taking ordinary decisions by vote
Corporate Members may send one representative to any general meeting or function of the Society. One member per organization can vote at general meetings. There are two votes per joint membership if there are two members over 18 years in the family group. All full members are able to vote at annual general meetings.
Subject to sub-clause (3) of this clause, any decision of the members of the Society may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.
(3) Decisions that must be taken in a particular way
(a) Any decision to remove a trustee must be taken in accordance with clause [15 (2)]
(b) A decision to amend this constitution must be taken in accordance with clause  of this constitution (Amendment of Constitution).
(c) A decision to wind up or dissolve the Society must be taken in accordance with clause  of this constitution (voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking to the Society to one or other CIO must be taken in accordance with the provision of the Charities Act 2011.
11. General meetings of members
(1) Types of general meeting
There must be an annual general meeting of the CIO. The first AGM must be held with 18 months of the registration of the CIO. The Annual General Meeting shall normally be held in September and in any case after an interval of not more than fifteen months for the purpose of:
(a) Receiving a report by the Council
(b) Receiving a statement of the accounts
(c) Electing Officers and Members of the Council and trustees
(d) Appointing an independent examiner of the accounts
(e) Dealing with any business pertinent to the Society
All general meetings must be held in accordance with the following provisions.
(2) Calling general meetings
(a) The charity trustees:
(i) Must call an annual general meeting of the members of the Society in accordance with sub clause (1) of this clause, and identify it as such in the notice of the meeting; and
(ii) May call any other general meeting of the members at any time
(b) The charity trustees must, with 21 days, call a general meeting of the CIO if:
(i)They receive a request to do so from at least 10% of the members of the CIO.
(ii) The request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.
(c) If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b) (i) of this clause shall have effect as if 5% were substituted for 10%.
(d) Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.
(e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous nor vexatious.
(f) Any general meeting called by the charity trustees at the request of the members of the CIO must be held within 28 days of the date on which it is called.
(g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting
(h) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.
(i) The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure
(3) Notice of general meetings
(a) Notice of General Meetings shall be given not less than one calendar month beforehand.
(b) A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such a manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.
(c) A poll may be taken: at the meeting at which it was demanded; or at some other time and place specified by the chair or through the use of postal or electronic communications.
(d) In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second or casting vote.
(e) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.
(f) Notice of an intention to propose a resolution at an Annual General Meeting must reach the Secretary not later than fourteen days before the date of the next meeting
(4) Chairing of general meetings
The President or, in their absence, a Vice President shall preside as chair of the meeting. If no Vice-President is present, the Treasurer shall preside. In their absence the members present shall elect a chair to preside at the meeting.
(5) Quorum at General Meetings
The Quorum of a General Meeting shall be twenty Members, who must include the President or Vice-President or the Secretary or the Treasurer.
(a) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.
(b) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date time and place at which the meeting will resume must either be announced by the chair or be notified to the members at least seven clear days before the date on which it will resume.
(c) If a quorum is not present within the 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.
(D) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If the decisions are required which must be made by a meeting of the members, the meeting must be adjourned.
(6) Voting at General Meetings
Decisions at a General Meeting shall be decided by a simple majority of those present and entitled to vote.
(a) In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second or casting vote.
(b) Any objection to the qualification of any vote must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final. See 10(3) (Decisions that must be taken in a particular way).
(7) Representation of organisations and corporate members
An organisation or a corporate body that is a member of the Society may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the Society.
The representative is entitled to exercise the same powers on behalf of the organisation.
(8) Adjournment of Meetings
The chair may with consent of a meeting at which the quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.
12. Charity Trustees
(1) Functions and duties of charity trusties
The charity trustees who shall manage the affairs of the Society may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:
(a) to exercise his or her powers and to perform his or her duties as a trustee of the Society in the way he or she decides in good faith would be most likely to further the purposes of the Society; and
(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to any special knowledge or experience that he or she has or holds himself out as having; and if he or she acts as a charity trustee of the Society in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that business or profession.
(2) Eligibility for trusteeship
(a) Every trustee must be a natural person.
(b) No one must be appointed as a charity trustee: if he or she is under the age of 16 years; or if he or she would automatically cease to hold office under the provisions of clause [15(1)(f)].
(c) No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the trustees decide, his or her acceptance of the office of charity trustee
(3) Number of charity trustees and council members
(a) The Church Monuments Society shall be managed by a Council which shall consist of the Officers and six Members (which may include one representative of any corporate members). Each Member is to be elected for a three year term. Any such Member retiring shall not be eligible for election for one year.
(b) The Officers of the Society, all of whom shall be Honorary, shall be:
The Conservation Cases Recorder
The Events Co-ordinator
The Journal Editor
The Membership Secretary
The Newsletter Editor
The Publicity Officer
(i) The President, Vice Presidents, Honorary Secretary, the Treasurer, the Membership Secretary and the Journal Editors shall serve as trustees.
(ii) The Vice Presidents should be proposed by council and should preferably be former Presidents. They will be re-elected annually at the AGM. Their role on council will be advisory and ceremonial and they can undertake any duties open to the general membership. They can vote in council elections for presidential candidates
(iii) Retired vice presidents can be offered the title of Vice President Honoris Causa and life membership.
(iv) There will be a break of one year before retired presidents can accept another role on council.
13. Appointment of Charity Trustees
(1) Ex officio charity trustees
(a) The following Officers of the Society shall automatically, by virtue of holding those offices, be trustees of the charity
The Membership Secretary
The Journal Editors
(b) The Officers and other Council Members shall be elected at an Annual General Meeting. Nominations to fill vacancies on the Council should be received in writing, duly proposed and seconded by two Members of the Society, and confirming the willingness of the nominee to stand for election, and must reach the Secretary not less than three weeks before the date of the Annual General Meeting. Council shall have the power to fill any vacancy until the next Annual General Meeting, and to co-opt such additional Members as they think necessary, and to appoint sub-committees with delegated powers.
(c) The President shall be elected at the Annual General Meeting each year but shall not serve continuously for a period of more than five years, and, on relinquishing the post, she/he will not be eligible for any office for a period of one year.
14. Information for new charity trustees
The charity trustees will make available to each charity trustee and council member, on or before his or her first appointment:
(a) A copy of this constitution and any amendments made to it and
(b) A copy of the Society’s latest trustees’ annual report and statement of accounts.
15. Retirement of charity trustees
(1) A charity trustee ceases to hold office if he or she;
(a) Retires by notifying the Society in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings)
(b) Is absent without the permission of the charity trustees from all their meetings held within a period of nine months and the trustees resolve that his or her office be vacated.
(d) In the written opinion, given to the Society of a registered medical practitioner treating that person, has become incapable of filling that office and may remain so for more than three months
(e) Is removed by vote of members.
(f) Is disqualified from acting as a charity trustee by virtues of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
16. Reappointment of charity trustees
See 13 (1) c
17. Taking of decisions by charity trustees
Any decision may be taken by either:
(a) At a meeting of the trustees; or
(b) By resolution in writing or electronic form agreed by all of the trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more charity trustees has signified their agreement.
18. Delegation by charity trustees
(1) The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they may determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
(2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:
(a) A committee may consist of two or more persons, but at least one member of each committee must be a member of council.
(b) The acts and proceedings of each committee must be brought to the attention of the charity trustees and council as a whole as soon as is reasonably practicable; and
(c) The charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.
19. Meetings and Proceedings of charity trustees
(1) Calling meetings
(a) Any charity trustee may call a meeting of the charity trustees
(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.
(2) Chairing of meetings
The President, or in her/his absence, a Vice-President, will normally chair meetings of the Council. If neither is present within ten minutes after the time of the meeting, the council members present may appoint another trustee to chair the meeting.
(3) Procedure at meetings
(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. A quorum is six council members including three trustees with entitlement to vote.
(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote.
(c) In the case of equality of votes, the chair shall have a second or casting vote.
20. Saving Provisions
(1) Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:
· Who was disqualified from holding office;
· Who had previously retired or who had been obliged by the constitution to vacate office;
· Who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
If without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision had been made by a majority of the charity trustees at a quorate meeting.
(2) Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred on him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for clause (1) the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).
21. Execution of documents
(1) The Society shall execute documents by signature.
(2) A document is validly executed by signature if it is signed by at least three of the charity trustees.
22. Use of electronic communications
The Society will comply with the requirements of the Communications Provisions in the General Regulations and in particular
(a) The requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
(b) Any requirements to provide information to the Commission in a particular form or manner.
(2) To the Society (CIO)
Any member or charity trustee of the Society may communicate electronically with the Society to an address it specifies for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.
(3) By the Society (CIO)
(a) Any member or charity trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form to that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form.
(b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website-
(i) provide the members with notice of general meetings.
(ii) give charity trustees and council members notice of their meetings
(iii) submit any proposal to the members or charity trustees for decision by written resolution in accordance with the CIO’s powers under clause 10 (member’s decisions) or 10 (3) (Decisions taken by resolution in writing).
(c) The charity trustees must:
(i) take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal.
(ii) send any notice or proposal in hard copy form, to any member or charity trustee who has not consented to receive communications in electronic form.
23. Keeping of Registers
The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.
The charity trustees must keep minutes of all:
(1) appointments of officers;
(2) proceedings of general meetings of the CIO;
(3) meetings of the charity trustees and council members and committees of council members including:
· The names of the council members present at the meetings; and
· Where appropriate the reasons for the decisions;
(4) decisions made by the charity trustees otherwise than in meetings.
25. Accounting records, accounts, annual reports and returns, register maintenance
(1) The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statement of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.
(2) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.
(3) The financial year of the Society shall end on 31st March.
(4) The Council shall appoint three cheque signatories from the Council in addition to the Treasure.
(5) The Treasurer may reimburse Members for expenses reasonably incurred on the Society’s business.
The charity trustees may from time to time make such reasonable and proper rules or by-laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or by-laws must not be inconsistent with any provision of the constitution. Copies of any such rules of by-laws currently in force must be made available to any member of the CIO on request.
If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
28. Amendment of the Constitution
As provided by clauses 224-227 of the Charities Act 2011:
(1) This constitution can only be amended:
(a) by a resolution agreed in writing by all members of the CIO; or
(b) by a resolution passed by a 75% majority of votes cast a general meeting of the members of the CIO.
(c) Amendments shall be duly proposed and seconded and lodged with the Secretary so that three weeks’ notice may be given to members.
(2) Any alteration of clause 3 (Objects), clause  (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
(3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
(4) A copy of any resolution altering the constitution, together with a copy of the CIO’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.
29. Voluntary winding up or dissolution
(1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision to wind up or dissolve the CIO can only be made:
(a) At a general meeting of the members of the CIO called in accordance with clause  (Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:
(i) By a resolution passed by a 75% majority of those voting, or:
(ii) By a resolution passed by a decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
(b) By a resolution agreed in writing by all members of the CIO.
(2) Subject to the payment of all the CIO’s debts:
(a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO may be applied.
(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.
(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.
(3) The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:
(a) The charity trustees must send with their application to the Commission:
(i) a copy of the resolution passed by members of the CIO;
(ii) a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full: and
(iii) a statement by the charity trustees setting out the way in which any property of the CIO has been or is applied prior to its dissolution in accordance with this constitution.
(b) The charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.
(4) If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
In this constitution:
“connected person” means:
(a) A child, parent, grandparent, brother or sister of the charity trustee;
(b) The spouse or civil partner of the charity trustee or of any person falling within-sub-clause (a) above;
(c) A person carrying on business in partnership with the charity trustee or with any person falling within sub-clause (a) or (b) above;
(d) An institution which is controlled –
(i) By the charity trustee or any connected person falling within sub-clause (d) (i) when taken together.
(ii) by two or more persons falling within sub-clause (d) (i), when taken together
(e) A body corporate in which –
(i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest or
(ii) two or more persons falling within sub-clause (e) (i) who when taken together have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
The “Communication Provisions” means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.
“Charity trustee” means a charity trustee of the CIO.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
For hard copies of this recent constitution, please contact the President or Secretary; their contact details may be found here.
1. Role of Officers
1 The Officers of the Society, all of whom shall be Honorary, shall be:
· The President will ensure that Trustees and Council fulfil their responsibilities for the governance of the CIO.
· Will determine agendas and chair council meetings.
· Will represent the society in correspondence with public bodies and the media.
· Will represent the Society at Functions and Meetings.
· The President will report on the annual activities of the CIO to the membership at Annual General Meetings.
· The President will approve and sign the Trustees annual report and council minutes.
· Will authorises action to be taken between meetings and advise council members of developments by email.
· Will chair meetings in the absence of the President.
· Can attend meetings and offer advice as appropriate.
· Will act as Trustees.
· Can serve in any capacity open to members.
· Will attend meetings.
· Will draft agendas subject to the approval of the President.
· Circulate agendas and minutes to council members.
· Prepare papers for AGM.
· Will take and sign minutes of meetings.
· Will book meeting rooms and catering.
· Maintain a list of council members and their contact details for publication and circulation as appropriate.
· Will place notice and agenda of AGM in Newsletter and website.
· Will provide reports quarterly to council meetings and annually to the membership at the AGM.
· Will produces annual accounts.
· Will draw up Trustees report to Charity Commissioners.
· Will ensure that the accounts and financial systems are audited.
· Will oversee the financial affairs of the charity, ensuring its financial viability.
· Will ensure that proper financial records and procedures are maintained.
· Will assist other trustees to perform their financial duties where required.
The Membership Secretary
· Will maintain records and contact details of the membership.
· Will circulate information about the Society to new members.
· Will record the payment of subscriptions.
· Will report quarterly to council meetings and annually to the AGM.
The Journal Editor(s)
· Will edit the annual Society Journal which will contain peer-reviewed academic articles.
· Will provide accounts.
· Will report quarterly to council meetings and annually to the AGM.
The Newsletter Editor
· Will edit the twice yearly Newsletter.
· Will report quarterly to council meetings and annually to the AGM.
The Events Co-ordinator
· Will co-ordinate the scheduling of events led by members.
· Will organise the Biennial symposium.
· Will report quarterly to council meetings and annually to the AGM.
The Conservation Cases Recorder
· Will report on memorials under threat and those undergoing conservation.
· Will contact those responsible (generally church wardens and clergy).
· Will direct them to appropriate sources of advice but will not make specific recommendations.
· Will facilitate study visits.
The Publicity Officer
· Will manage and update the website, produce and distribute publicity leaflets, and other forms of publicity deemed desirable by Council
· Will hold the official documents of the Society.
· Will ensure paper records are appropriately stored
· Will archive records to the official repository
· Shall attend and contribute to council meetings where they will represent the membership.
· To assist in the general work of the Society as appropriate.
2 The Society shall be managed by a Council which shall consist of the Officers and six Members (which may include one representative of any Corporate Member). Each Member is to be elected for a three year term. Any such Member retiring shall not be eligible for election for one year.
3 Council including trustees shall meet four times a year.
4 The Officers and other Council Members shall be elected at an Annual General Meeting. Nominations to fill vacancies on the Council should be received in writing, duly proposed and seconded by two Members of the Society, and confirming the willingness of the nominee to stand for election, and must reach the Secretary not less than three weeks before the date of the Annual General Meeting. The Council shall have the power to fill any vacancy until the next Annual General Meeting, and to co-opt such additional Members as they think necessary, and to appoint sub-committees with delegated powers.
5 The President shall be elected at the Annual General Meeting each year but shall not serve continuously for a period of more than five years, and, on relinquishing the post, s/he will not be eligible for any office for a period of one year
COMPLAINTS HANDLING PROCEDURE
1. Happily, it is not known to have complaints lodged, but should the occasion arise, the Secretary has been appointed by the Council to receive such complaint. You should not hesitate to contact her/ him if you are unhappy about some aspect of the Society’s activities, or your experience at one of the events arranged by the Society.
2. Where your complaint is initially made orally, you will be asked to send a written summary to the Secretary.
3. Once the written summary has been received, you will be contacted in writing ( including by email) within seven days to inform you of our understanding of the circumstances leading to your complaint.
4. You will be invited to make any comments that you may have in relation to this, again such comments to be in writing.
5. Within 21 days of receiving the original written summary, the Secretary will write to inform you of the outcome of the investigation into your complaint, and to let you know what action(s) have been, or will be taken as a consequence.
6. It is hoped that the issue(s) will have been resolved to everyone’s satisfaction.
This statement was reviewed in September 2014.
POLICIES FOR MANAGING THE FINANCES OF THE SOCIETY AND INVESTMENT OF RESERVES.
1. Sufficient money is to be held in a cash deposit account with either HSBC (or other clearing bank approved by Council) or the Charities Official Investment Fund (COIF), to meet the estimated annual expenditure of administering the Society and its activities for the next year.
2. Funds in excess of this amount may be placed in either cash deposits as above, or invested in a collective managed investment vehicle, such as the M.& G. Charifund unit trust or COIF investment shares. The treasurer is to monitor the performance of the investments, seeking advice when necessary, and is to confer with other trustees/ officers/ Council before making changes.
3. Council may decide to place monies (such as legacies received) into separate accounts, in order to more easily keep track of such sums and how they have been expended for the benefit of the Society and membership. It must be recorded and made clear whether any such monies may not be used for the general purposes of the Society, i.e. are Restricted Funds.
4. While there is no need to form a separate fund to pay for the several awards now established by the Society, the treasurer must make provision to pay such awards each year. If the annual income in any year is insufficient, then payment will be made from reserves.
5. There are to be at least three signatories on all the accounts. Two persons are to sign for all transactions, other than cheque payments for sums of £500 or less. The signatories are to be trustees or members of Council.
6. The treasurer is to include a note of the balance of all accounts in his/ her report to each Council meeting.
7. Trustees and members of Council are volunteers and are not paid for their services. Expenses (supported by receipts) properly incurred on behalf of the Society will be reimbursed.
8. The Society is prohibited (by law) from making loans to trustees and members of Council. It is against policy to advance loans to other charities, unless in exceptional circumstances this would be to promote the objects of this Society.
9. In making investment decisions, trustees and members of Council have a responsibility to maximise the financial return on the Society’s investments, while at the same time minimising the exposure to risk. Also, the need to protect these assets from the effect of inflation needs to be borne in mind in the long term.
10. Generally, the Society’s yearly expenditure is covered by the membership subscriptions and the income arising from a range of events and outings. In the medium to long term, the Society may decide to apply some of its accumulated funds to one or more projects approved by the Council.
11. In law, the trustees have fiduciary duties to the Society, and must not overlook that they can be held liable for negligence, especially in financial matters. Such potential liability continues after an individual ceases to hold office for decisions taken during their term of office.
This statement was last reviewed in September 2014.
RISKS MANAGEMENT POLICY
There are two aspects or categories of risk to be considered. The first relates to the continued management of the day-to-day affairs of the Society in the event of an officer unexpectedly being incapacitated. The second addresses the method of risk assessment prior to the date of an event organised by the Society.
A. RISK MANAGEMENT
The office-holders of the Society generally discharge their duties as individuals, and give progress reports to Council. In case of Ill health other members of Council would ‘step into the breach’ to cover for study days, excursions and the like. In the event of a member of Council suffering a fatality or other permanent incapacity council can co-opt a substitute until the next AGM or emergency general meeting of members as appropriate.
Council members holding significant society records should protect their computers or laptops with a password and adequate anti-virus security. In addition, data should be backed up to dedicated removable storage or an external hard drive regularly. Arrangements should be made for data to be accessed in an emergency. Constitutional documents, reports, minutes and signed hard copies will be circulated and passed on to the archivist promptly.
B. RISK ASSESSMENT
Council has a duty to do what is reasonably practicable to protect the well-being, health safety and welfare of all those persons attending events and activities arranged by the Society. There is also a duty to carry out and record an assessment of the significant and observed risks, identify who may be exposed to those risks and to detail the measures which can reasonably be taken to alleviate such risks to an acceptable level . Those attending events must be informed of, and agree in writing to accept, these risks.
To carry out a risk assessment, there are five steps to follow:
1. What could go wrong? I.e. to identify the hazards.
2. Who is at risk? Identify the people at risk, such as members and guests, employees of the premises at which the event is being held, other organisers, speakers, and other members of the public.
3. What can be done to prevent some eventuality ‘going wrong’? I.e. Reasonably practical control measures that will reduce the risk(s) to an acceptable level.
4. Write a record of the assessment, sign and date it.
5. Review the assessment, and keep it in a safe place.
This statement was last reviewed in September 2014.