Society Constitution – Rules 2015
The name of the Society shall be “The Derbyshire Archaeological Society”, afterwards referred to as “The Society”.
The Objects of the Society shall be the study of the archaeology and history of the County of Derby and allied subjects, the publication of original papers and documents, the holding of meetings of an educational nature to disseminate information about those subjects and the formation of Sections in accordance with Rule 12. No activity shall be undertaken by the Society in pursuance of these Objects which would prejudice its status as a charity.
The Society consists of its members and is open to anyone interested in its Objects.
An applicant for membership who completes a completed membership form which includes a signed statement to abide by the rules of the Society will be accepted as a member on payment of the appropriate subscription.
Honorary Members shall be persons distinguished for their services to the Society. They shall be nominated by the Council and elected to this membership at an Annual General Meeting of the Society.
The Society will accept no new Life Members, except Honorary Life Members, but Life Members entitled to life membership of the Society at the date of adoption of these rules shall continue their membership. No new member paying a reduced subscription because of age shall be admitted other than in the student category in Rule 4. Members who, at the date of implementation of these rules, are entitled to a reduced subscription shall continue in their entitlement for their membership.
A member may retire from membership at any time by giving to the secretary notice thereof in writing. Any member retiring without having paid for the then current year shall liable for the same.
The Council may in its absolute discretion and by its resolution cancel the membership of any member who is in breach of the Rules or whose conduct is likely to bring the Society into disrepute. The Council may also cancel the membership of any member whose subscription is in arrear without prejudice to the right of the Society to recover all subscriptions due and unpaid up to the date of such resolution.
All subscriptions are due on the first day of January in each year and are payable in advance. However an initial subscription paid for after 30th September in the previous year shall last for 15 months.
Subscriptions for the following categories of membership shall be determined from time to time at a General Meeting:
- Honorary Life Members.
- Ordinary membership – for one or more members of a household permanently residing at one address. Only one copy of the Journal and other material will be supplied. Irrespective of numbers. Where there are more than two members, only two of them shall be permitted to vote at a meeting.
- Student membership – for any person up to the age of 25 receiving full time education.
- Institutional membership.
The officers of the Society shall consist of an Honorary Treasurer, Honorary Secretary, Honorary Editor and Honorary Librarian who will be elected at the Annual General Meeting and hold office until the next Annual General Meeting when they shall retire but will be eligible for re-election. All of the above shall be ex officio members of the Council (see Rule 6 below).
In addition the following appointments may be made by resolution at the Annual General Meeting:
- A President to hold office for a period of three years, who shall act as a figurehead, will be invited to sit on the Council and may receive its papers, but may not have a vote and will be a Honorary Member of the Society for his/her period of office (should he/she not already be a Member).
- Not more than twelve Vice-Presidents nominated from the membership of the Society, who will be elected for the duration of their membership. Such position will not entitle them to a seat at Council, but they shall be entitled to receive its papers.
- Persons nominated from the members of the Council to act as Trustees for Cromford Chapel, Morley Park furnaces and land at Darley Abbey.
The affairs of the Society shall be conducted by a Council consisting of the following officers Honorary Treasurer, Honorary Secretary, Honorary Editor and Honorary Librarian, elected in accordance with Rule 5 above.
One member nominated and elected by each section to serve as their representative for that year. 18 other members of the Society, who shall be elected at the Annual General Meeting, to serve for a period of three years. Six members of their number shall retire in rotation but shall be eligible for re-election.
All voting members of the Council shall be Trustees of the Society for the period of their membership of Council.
The Council shall have power to co-opt additional members and may fill vacancies on the Council and among officers that may arise between Annual General Meetings.
A resolution put to the vote at Council shall be decided on a show of hands of those present. The Chairman shall have a casting vote.
The Council may appoint an Executive Committee to deal with matters of urgency and such other Committees as may be found desirable.
Nominations for Officers and members of Council shall be delivered in writing to the Honorary Secretary by the first day of March before the Annual General Meeting. If no nominations are delivered by the first day of March, nominations may be accepted until the time of the election. If by the first day of March fewer nominations are received than there are vacancies then members may be invited to declare these nominees elected without a vote.
At the first meeting of Council after the Annual General Meeting a Chairman and Deputy Chairman shall be elected from among the members of the Council to act until the first Council meeting following the next Annual General Meeting.
Council meetings may be held at such time and place as may be decided with not less than fourteen days notice being given in writing by the Honorary Secretary to each member, or three days notice for a matter of urgency. Meetings may be called at the request of the Chairman or of three members of Council. Any seven members at a meeting shall constitute a quorum.
Annual General Meetings shall be held no later than the last day of May in each year. A Special General meeting may be held at the discretion of Council or on a demand in writing signed by at least 30 members addressed to the Honorary Secretary and stating the reason for such a meeting. A clear fourteen days notice of all General Meetings shall be given to each member of the Society. Any reference to notice in writing shall include any electronic communication.
Fifteen members present at a General Meeting shall constitute a quorum.
Other meetings and excursions may be held for the purpose of promoting the Objects of the Society.
The Society may publish a Journal and other publications to be made available to all members whose subscriptions are not in arrears. The Council shall from time to time define the terms upon which the Journal and other publications may be issued or sold.
The Honorary Editors shall be responsible for the contents of the Society’s publications other than section publications.
The Council shall from time to time make bye-laws for the good management and housing of the Society’s library and specifying the terms upon which books may be borrowed with power to amend such documents from time to time.
- Funds and Property
The Honorary Treasurer shall be responsible for keeping the accounts of the Society in such a manner as prescribed by the Charities Act in force and shall submit a statement of accounts to the Annual General Meeting, independently examined in accordance with the requirements of the Charities Act for smaller charities.
The Honorary Treasurer shall be responsible for collecting the subscriptions of members and keeping records thereof. Accounts for payments must be approved by Council.
The property and investments of the Society (except such as may be held by the Official Trustee of Charity Lands or the Official Custodian for Charities) shall be vested in not fewer than two trustees who shall be elected or approved by the majority of the members present at a General Meeting.
Contributions from the funds of the Society may be made at the discretion of the Council for the furtherance of the Objects of the Society.
Auditors may be elected at the Annual General Meeting and they shall be entitled to examine such books and property as they may desire.
The Society shall not and may not make any dividend, gift, division or bonus unto or between any of its members.
Printed copies of the Rules shall be given to members joining or on application to the Honorary Secretary.
The Council shall be the sole authority for the interpretation of the Rules. Rules shall not be altered or amended except at a General Meeting and twenty eight days notice must be given in writing to the Honorary Secretary of any proposed alteration or amendment and notice thereof must be embodied in the notice of the meeting.
No amendments of these shall be made that would result in the Society losing its charitable status.
The Council, to further the Objects of the Society, may approve the formation of such sections as it may from time to time think fit and may make bye-laws so as to secure the good management of such sections under the general control of the Council with power to amend such bye-laws. Such sections may be wound up at the discretion of the Council.
- Termination of the Society
The Society shall not be dissolved or terminated except by Resolution passed at a General Meeting convened for that purpose. The property of the Society shall firstly be used to satisfy all debts of the Society. Any remaining property of the Society must be applied directly to the Objects of the Society in such a way as such General Meeting may decide, or, if in the opinion of the Trustees (who are the Council members as noted in Rule 6 above) this is not possible, then the funds may be transferred to any charity or charities for the purposes the same as or similar to the charity or in such manner as the Charity Commission for England and Wales may approve in writing in advance.