CONSTITUTION OF LIVERPOOL GEOLOGICAL SOCIETY
(as amended at an Extraordinary Meeting held on 20th March 2018)
1 OBJECTS
The Objects of the Liverpool Geological Society are:
- to extend knowledge of, and promote research in, geology and allied sciences by holding meetings for the delivery of original papers and lectures; by field meetings; by demonstrations and publicity; by access to literature; and by such other means as the Society may from time to time determine
- to preserve historic assets, owned by or entrusted to the Society, relating to geology or alliedsciences.
2 INTERPRETATION
In this Constitution
2.1 ‘Society’ or‘LGS’ means Liverpool Geological Society (registered charity number 500067).
2.2 ‘Charity Commission’ means Charity Commission for England and Wales or Charity Commissioners for England and Wales, as appropriate.
2.3 ‘Eligible Member’ means a Member of the Society who is aged 18 or over.
2.4 ‘Council’ means the Society's Charity Trustees.
2.5 Other terms that are capitalized shall bear the meanings given them in the law relating to charities and/or elsewhere in this Constitution.
2.6 All references to a ‘Clause’ shall be to a stated clause or sub-clause in this Constitution.
3. MEMBERSHIP OF THE SOCIETY
3.1 Membership shall be open to those who are interested in furthering the Society’s Objects and whoeither: have been elected in accordance with Clause 3.4 and have paid (or intend to pay) the appropriate Subscription for the Session;or have been elected as Honorary Members in accordance with Clause 3.7.
3.2 There shall be three classes of Member: Full Member, Student Member and Honorary Member.
3.3 Student Members shall be Members who are engaged in full-time education or training when their Subscription for the Session falls due.
3.4 Each candidate for election as a Full Member or as a Student Member shall submit a completed application form to the Secretary, with a cheque, cash or completed bankers order form for their first Subscription. The name and address of the candidate shall (with the consent of the candidate) then be shown as soon as practicable in a circular convening an Ordinary or Field Meeting, and an election shall take Place at such meeting. Student Members may progress to become Full Members without re-election.Membership is not transferable to anyone else.
3.5 The annual rates of Subscriptions for Full Members and for Student Members respectively shall be as determined in advance of each Session by an Extraordinary Meeting held in accordance with Clause5.5. Except for persons becoming Members during the Session,Subscriptions shall be payable in advance at each 1st October. Persons joining the Society during the period January to September (inclusive) shall pay half the relevant rate of Subscription for their first Session. Nothing in this Clause 3.5 shall preclude special rates of Subscription being set for all new Members in respect of their first Session,as a means of encouraging recruitment.
3.6 Membership shall terminate automatically, and the name and address of the person concerned shall be removed from the Register kept in accordance with Clause 3.10, if a Subscription due has not been paid in full by the end of January in the following Session.
3.7 Anyone distinguished for attainments in geology and/or in allied science(s), or who has made an exceptional contribution to the furtherance of the Society's Objects, may be elected as an Honorary Member at an Extraordinary Meeting, on the recommendation of the Council. There shall not normally be more than six Honorary Members concurrently.
3.8No Subscription shall be payable by Honorary Members and from the date of their election they shallbe entitled (on request to the Secretary) to receive from the Society a free copy of each Issue ofThe Geological Journal(or of any successor publication).
3.9 Any Member may resign by advising the Secretary of their decision in writing, unless after theresignation there would be fewer than two Members.
3.10 The Council shall keep a Register of names and addresses of the Members.
3.11 Without prejudice to the operation of Clause 3.6, a Member may be removed from membership by a resolution of the Council that it is in the best interests of the Society that his or her membership be terminated. Such a resolution may only be passed if: the Member has been given at least 21 days' Notice in writing (counting from the date on which the Notice is deemed to have been given in accordance with Clause 15.1.1.8) of the meeting of the Council at which the resolution will be proposed and the reasons why it is to be proposed; and the Member or, at the option of the Member, the Member's representative (who need not be a Member) has been allowed to make representations to the meeting.
3.12 Every Member shall be entitled to:
3.12.1 attend the Society's Ordinary, Field, Annual General and Extraordinary Meetings;
3.12.2 receive an annual membership card (including a list of meetings) as soon as reasonably practicable in each Session;
3.12.3 receive a copy of the Society's Constitution through the post or at a meeting or (at the option of the Council and with the consent of the Member) by the use of electronic communications, by submitting a written request to the Secretary;
3.12.4 receive a copy of the Society's Annual Report and Accounts in accordance with Clause 13.5;
3 12.5 receive a copy of each issue of The North West Geologist (or, of any successor publication) published during their period of membership;
3.12.6 subscribe for copies of The Geological Journal(or of any successor publication) through any preferential arrangements offered to Members by the publishers;
3.12 7 make use of the Society's library and of any related facilities;
3 12 8 make use of any other library offering special access to Members; and
3.12.9 attend any ordinary or field meetings of the Manchester Geological Association (‘MGA’) under reciprocal arrangements made with that Association. (Any Member wishing to attend an MGA field meeting should consult the MGA Excursion Secretary beforehand; contact details shall be available from the LGS Secretary and included in the LGS annual membership card)
3.13 Every Eligible Member shall be entitled to: vote on any business of the Society at any Ordinary, Field, Annual General or Extraordinary Meeting; nominate Eligible Members for membership of the Council in accordance with Clauses 5.3. 6.3 and 8.6.1; and submit, propose amendments to, and propose or second, any motion to be considered at an Annual General Meeting or Extraordinary Meeting in accordance with Clause 15.2.
3.14 None of the income or property of the Society may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any Member; provided that a Member who is not also a member of the Council or connected with a member of the Council may receive reasonable and proper remuneration for any goods or services supplied to the Society and without prejudice to the operation of Clause 6 4.
4. VISITORS
4.1 Under a reciprocal arrangement, members of the Manchester Geological Association are entitled to attend any of the Society's Ordinary or Field Meetings free of charge.
4.2 Other persons who are not LGS Members may attend Ordinary or Field Meetings of the Society on such terms as the Council shall from time to time determine.
5. CALENDAR
5.1 Each annual Session of the Society shall commence on 1st October and end on the following 30th September.
5.2 Each Financial Year of the Society shall be a period commencing on 1st July and ending on the following 30th June, or such other period as the Council may lawfully determine, provided that it shall not be longer than 18 months nor shorter than six months.
5.3 A circular issued to all Members at least 28 clear days before the Extraordinary Meeting referred to in Clause 5.5 (counting from the date on which the Notice is deemed to have been given in accordance with Clause 15.1.1.8) shall include a Notice inviting Eligible Members to nominate (by a stated date) eligible Members as candidates for the forthcoming election of Officers and Ordinary Members of the Council in accordance with Clause 6.3 and Clause 8.6.1.
5.4 A Notice issued to all Members not more than 15 clear days after the stated date referred to in Clause 5.3 and at least five clear days before the Extraordinary Meeting referred to in Clause 5 5 (counting from the date on which the notice is deemed to have been given in accordance with Clause 15.1.1.8) shall include:
5.4.1 a list of all nominations (whether by the Council or by Members) to fill each vacancy for office and for ordinary membership of the Council in accordance with Clause 8.6 3, and
5.4.2 proposals by the Council for the rates of Subscription for the following Session.
5.5 An Extraordinary Meeting shall normally be held on the same occasion as, and immediately before, the last Ordinary Meeting of each Session (but on some other occasion, if desirable) for electingOfficers and Ordinary Members of the Council, and for determining the rates of Subscription for the followingSession.
5.6 Other Extraordinary Meetings shall so far as reasonably practicable be held on the same occasion as, and immediately before, a convenient Ordinary Meeting of the Society.
5.7 The Society's Annual General Meeting shall normally be held on the same occasion as, and immediately before, the first Ordinary Meeting of the new Session (but on some other occasion, if desirable, though in any event not later than 15 months after the holding of the preceding Annual General Meeting).
5.8 Ordinary Meetings shall normally be held during the period October to April in each Session. Field Meetings shall normally be held during the period March to September in each Session.
5.9 Meetings of the Council shall be held in accordance with Clause 15.5.
6. THE COUNCIL
6.1 The Society's Council shall be jointly and severally responsible for the management and administration of the Society, and for the funds and other assets of the Society, their control and their application.
6.2 The Council shall consist of: the Officers; three Holding Trustees (appointed in accordance with Clause 8.2); up to 10 Ordinary Members; and up to two Co-opted Members appointed by the Council from time to time, if they consider it desirable for any reason.
6.3 An Officer or a Holding Trustee must be a Full Member aged 18 or over or an Honorary Member. To be otherwise eligible for membership of the Council, a person must be an Eligible Member. No person may be a member of the Council who is disqualified by law from acting as a Charity Trustee.
6.4 None of the Council (nor any person, firm or company connected with a member of the Council) may receive any benefit in money or in kind from the Society, or have a financial interest in the supply of goods or services to the Society, or acquire or hold any interest in the property of the Society (except in order to hold it as Trustee of the Society);provided that this does not prevent the reimbursement of reasonable expenses properly incurred when acting on behalf of the Society; receiving a benefit as a Member upon the same terms as those available to other Members; buying goods or services from the Society upon the same terms as other Members or members of the public; enjoying the benefits of being an Honorary Member, as described in Clause 3.8; or receiving, in respect of services that are over and above their normal duties as a Charity Trustee, a payment that has been authorized in compliance with and subject to the conditions of Charity Commission Information Sheet SCU8 dated 30 September 2002 (or any amended or substituted version thereof).
6.5 A member of the Council may not appoint anyone to act on his or her behalf at meetings of the Council, provided that any such member who is unable to attend any such meeting may, in advance of the meeting, submit information and/or views in writing to the Secretary who shall draw them to the attention of those present at the meeting, orally or in writing.
6.6 No one may be elected or appointed as a member of the Council if he or she would be disqualified from acting under the provisions of Clause 8.9.
7. POWERS OF THE COUNCIL
7.1 In order to further the Society's Objects (but not for any other purpose), the Council may:
7.1.1 deliver lectures and practical sessions at Ordinary Meetings;
7.1.2 arrange Field Meetings at places of geological interest;
7.1.3 undertake, initiate or support the publication or distribution of. or the provision of access to literature, equipment or materials, gratuitously or otherwise:
7.1.4 promote, carry out, or assist in promoting or carrying out research,surveys and investigations:
7.1.5 undertake, initiate or support efforts to preserve and/or interpret sites of geological interest:
7.1.6 make awards;
7.1.7 hold events for the purpose of providing cohesion and a sense of identity among the Members:
7.1.8 co-operate with other charities, voluntary bodies and statutory authorities, and exchange information and advice with them;
7.1.9 establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
7.1.10 acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the Objects;
7.1.11 raise funds (whether by lawful trading activities or by inviting and receiving contributions from any person(s) or organisation(s) whatsoever, by way of subscription or otherwise);
7.1.12 sell, lease or otherwise dispose of all or any part of the property belonging to the Society(complying as appropriate with sections 36 and 37 of the Charities Act 1993 or with any statutory re-enactment or modification of these provisions);
7.1.13 set aside income as a reserve against future expenditure, in accordance with a written policy about reserves;
7.1.14 open and operate such bank or other accounts as the Council considers appropriate;
7.1.15 obtain and pay for such goods and services as are necessary for carrying out the work of the Society:
7.1.16 invest the moneys of the Society not immediately required for its Objects in or uponsuch investments, securities or property as may be thought fit subject to such conditions as may tor the time being be imposed or required by law;
7.1.17 place any historic assets owned by or entrusted to the Society in any suitable museum upon such terms as the Council consider to be appropriate;and
7.1.18 do all such other lawful things as are necessary for the attainment of the Society'sobjectives.
7.2 No amendment of this Constitution nor any special resolution shall have retrospective effect to invalidate any prior act of the Council.
7 3 Any meeting of the Council at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Council.
7.4 Subject to the provisions of this Constitution, the Council may regulate their proceedings as they think fit.
7.5 If the number of members of the Council is less than the number fixed as the quorum in accordance with Clause 15.1.3, the continuing member or members of the Council may act only for the purpose offilling vacancies in accordance with Clause 8.7 or of calling an Annual General Meeting or an Extraordinary Meeting.
8. MEMBERSHIP OF THE COUNCIL
8.1 Officers
8.1.1 The Officers of the Society shall be a President, a Vice-President, the Immediate Past President, a Secretary, an Assistant Secretary,a Programme Secretary, a Treasurer, an Assistant Treasurer, an Excursions Secretary, a Librarian, an Editor of The Geological Journal,an Editor of The North West Geologist,an Archivist, a Publicity Officer, a Website Manager and a Publications Sales Manager
8.1.2 The President shall hold office for a period of two years, starting immediately after an Annual General Meeting and ending at the conclusion of the next but one Annual General Meeting. The Immediate Past President shall hold office until there is a successor to take over the role. The other Officers shall hold office for a period of one year, starting immediately after an Annual General Meeting and ending at the conclusion of the next following Annual General Meeting.
8.1.3 The President shall not be eligible for re-election as President for a second consecutive term. The Immediate Past President shall hold office ex officio. The other Officers shall be eligible to stand for immediate re-election.
8.2 Holding Trustees
Three Holding Trustees shall be appointed by the Council for a period of four years, subject to the provisions of Clause 11.1.6. They shall be eligible for immediate re-appointment.
8.3 Ordinary Members
8.3.1 The Ordinary Members of the Council shall hold office for a period of one year, starting immediately after an Annual General Meeting and ending at the conclusion of the next following Annual General Meeting.
8.3.2 Ordinary Members shall be eligible to stand for immediate re-election,providedthatno-one shall serve as an Ordinary Member for more than three consecutive years.
8.4 Duplication of roles
It shall be permissible for someone to be both (i) an Officer or an Ordinary Member and (ii) a Holding Trustee concurrently. Any such person shall be counted only once for the purpose of determining whether a meeting is quorate and shall have only one vote in any ballot.
8.5 Co-opted Members
8.5.1 The service of any Co-opted Member may be terminated by the Council at anytime and in any event shall not continue beyond the end of the next Annual General Meeting, unless the Co-opted Member has been elected to the Council by an Extraordinary Meeting in accordance with Clause 5.5.
8.5.2 No Co-opted Member shall be entitled to vote in any ballot concerning the possible termination of his or her services as a Co-opted Member.
8.5.3 No-one shall be co-opted in consecutive Sessions unless it be to fill a casual vacancy arising during the second such Session.
8.6 Nomination and election of Officers and Ordinary Members
8.6.1 To be valid, nominations of willing candidates by Eligible Members in response to the Notice referred to in Clause 5.3 shall be in writing, shall show the name and signature of the proposer, and shall reach the Secretary by the date stated in the Notice;provided thatthis shall not prevent nominations being put forward at the meeting to which the Notice relates if there are fewer candidates than vacancies.
8.6.2 The Council shall itself prepare a list of nominations for each vacancy (which may include any name put forward by Eligible Members in accordance with Clause 8 6 1).
8.6.3 Members of the Society shall be notified of all valid nominations in accordance with Clause 5.4.
8 6 4 The Officers and Ordinary Members shall be elected at an Extraordinary Meeting held in accordance with Clause 5.5.
8.7 Casual vacancies
8.7.1 The Council may fill any casual vacancy on the Council (other than that of the elected President) either by appointing another member of the Council or by co-opting an eligible Member (notwithstanding the limit imposed by Clause 6.2).