The Constitution of BrANCH
Adopted on the fourtenth day of October 2000.
A: Name.
The name of
the Association is BrANCH ("the Charity"), which represents
the association of British American Nineteenth Century Historians.
B: Administration.
Subject to the
matters set out below, the Charity and its property shall be administered
and managed in accordance with this constitution by the members of the
Management Committee, constituted by clause G of this Constitution ("the
Management Committee").
C: Objects.
The Charity's
objects ("the objects") are to further the scholarly study of
the history of the United States of America between 1789 and 1917, and
to advance higher education in the subject; to organize seminars, colloquia
and conferences, and to publish scholarly materials and writings; and
to encourage and assist the education and research of postgraduate students
and junior academic staff.
D: Powers.
In furtherance of the objects but not otherwise the Management Committee
may exercise the following powers:
(i) power to raise funds and to invite and receive contributions: Provided
that in raising funds the Management Committee shall not undertake any
substantial permanent trading activities and shall conform to any relevant
requirements of the law;
(ii) power to buy, take on lease or in exchange any property necessary
for the achievement of the objects and to maintain and equip it for use;
(iii) power to invest the funds of the Charity in any of the investments
for the time being authorised for the investment of charity funds;
(iv) power to employ such staff (who shall not be members of the Management
Committee) as are necessary for the proper pursuit of the objects and
to make all reasonable and necessary provision for the payment of pensions
and superannuation for staff and their dependants;
(v) power to co-operate with other charities, voluntary bodies and statutory
authorities operating in furtherance of the objects or of similar charitable
purposes and to exchange information and advice with them;
(vi) power to
establish or support any charitable trusts, associations or institutions
formed for all or any of the objects;
(vii) power
to appoint and constitute such advisory committees as the Management Committee
may think fit;
(viii) power
to do all such other lawful things as are necessary for the achievement
of the objects.
E: Membership.
(1) Membership of the Charity shall be open to any person over the age
of 18 years interested in furthering the objects and who has paid the
annual subscription laid down from time to time by the Management Committee.
(2) Every member shall have one vote.
(3) The Management Committee may by unanimous vote and for good reason
terminate the membership of any individual: Provided that the individual
concerned shall have the right to be heard by the Management Committee,
accompanied by a friend, before a final decision is made.
F: Honorary Officers.
(1) At the annual
general meeting of the Charity the members shall elect from amongst themselves
three honorary executive officers, a chairman, a secretary and a treasurer,
who shall hold office from the conclusion of that meeting.
(2) Members
of the annual general meeting may also, on the nomination of the Management
Committee, elect honoris causa a President, one or more Vice-Presidents,
and one or more Life Members: Provided that these honorific officers shall
not be members of the Management Committee unless they are elected or
co-opted under clause G below.
G: Management Committee.
(1) The Management
Committee shall consist of not less than six members nor more than nine
members being:
(a) the three honorary
executive officers specified in the preceding clause;
(b) not less than three
and not more than six members elected at the annual general meeting who
shall hold office from the conclusion of that meeting;
(2) The Management
Committee may in addition appoint not more than three co-opted members
but so that no-one may be appointed as a co-opted member if, as a result,
more than one third of the members of the Management Committee would be
co-opted members. Each appointment of a co-opted member shall be made
only if not less than 21 days' notice has been given to each member of
the Management Committee, and shall take effect from the end of that meeting
unless the appointment is to fill a place which has not then been vacated
in which case the appointment shall run from the date when the post becomes
vacant.
(3) All the
members of the Management Committee shall retire from office together
at the end of the annual general meeting next after the date on which
they came into office but they may be re-elected or re-appointed.
(4) The proceedings
of the Management Committee shall not be invalidated by any vacancy among
their number or by any failure to appoint or any defect in the appointment
or qualification of a member.
(5) No person
shall be entitled to act as a member of the Management Committee whether
on a first or on any subsequent entry into office until after signing
in the minute book of the Management Committee a declaration of acceptance
and of willingness to act in the trusts of the Charity.
(6) Nobody shall
be appointed as a member of the Management Committee who is aged under
18 or who would if appointed be disqualified under the provisions of the
following clause.
H: Determination of Membership of Management Committee.
A member of
the Management Committee shall cease to hold office if he or she:
(1) is disqualified
from acting as a member of the Management Committee by virtue of section
72 of the Charities Act 1993 (or any statutory re-enactment or modification
of that provision);
(2) becomes
incapable by reason of mental disorder, illness or injury of managing
and administering his or her own affairs;
(3) is absent
without the permission of the Management Committee from all their meetings
held within a period of one year and the Management Committee resolve
that his or her office be vacated; or
(4) notifies
to the Management Committee a wish to resign (but only if at least three
members of the Management Committee will remain in office when the notice
of resignation is to take effect).
I: Management Committee
Members not to be personally interested.
No member of
the Management Committee shall acquire any interest in property belonging
to the Charity (otherwise than as a trustee for the Charity) or receive
remuneration or be interested (otherwise than as a member of the Management
Committee) in any contract entered into by the Management Committee.
J: Meetings and proceedings of the Management Committee.
(1) The Management
Committee shall hold at least two ordinary meetings each year. A special
meeting may be called at any time by the chairman or by any two members
of the Management Committee upon not less than 4 days' notice being given
to the other members of the Management Committee of the matters to be
discussed, but if the matters include an appointment of a co-opted member
then not less than 21 days' notice must be given.
(2) The chairman
shall act as chairman at meetings of the Management Committee. If the
chairman is absent from any meeting, the members of the Management 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 number of members of the Management
Committee for the time being or three members of the Management 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 Management
Committee present and 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 Management
Committee shall keep minutes, in books kept for the purpose, of the proceedings
at meetings of the Management Committee and any sub-committee.
(6) The Management
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 Management
Committee may appoint one or more sub-committees consisting of three or
more members of the Management Committee for the purpose of making any
inquiry or supervising or performing any function or duty which in the
opinion of the Management Committee would be more conveniently undertaken
or carried out by a sub-committee: Provided that all acts and proceedings
of any such sub-committees shall be fully and promptly reported to the
Management Committee.
K: Receipts and expenditure.
(1) The funds
of the Charity, including all donations contributions and bequests, shall
be paid into an account operated by the Management Committee in the name
of the Charity at such bank or building society as the Management Committee
shall from time to time decide. All cheques and withdrawal forms drawn
on the account must be signed by the Treasurer or other members authorised
by Management Committee.
(2) The funds
belonging to the Charity shall be applied only in furthering the objects.
L: Property.
(1) Subject
to the provisions of sub-clause (2) of this clause, the Management Committee
shall cause the title to all investments held by or on behalf of the Charity
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 Management Committee at their pleasure
and shall act in accordance with the lawful directions of the Management
Committee. Provided they act only in accordance with the lawful directions
of the Management 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 Charity, the Management Committee may permit any investments
held by or in trust for the Charity to be held in the name of a clearing
bank, trust corporation or any stockbroking company which is a member
of the International Stock Exchange (or any subsidiary of any such stockbroking
company) as nominee for the Management Committee, and may pay such a nominee
reasonable and proper remuneration for acting as such.
M: Accounts.
(1) The Management
Committee shall comply with their obligations under the Charities Act
1993 (or any statutory re-enactment or modification of that Act) with
regard to:
(i) the keeping of
accounting records for the Charity;
(ii) the preparation
of annual statements of account for the Charity;
(iii) the auditing
or independent examination of the statements of account of the Charity;
and
(iv) the transmission of the statements of account of the Charity to the
Commission.
(2) To assist
in fulfilling these obligations, the Treasurer shall present final accounts
for the previous calendar year and a budget for the current calendar year
to the Management Committee at the first meeting of each year. If the
annual turnover is below £10,000, the accounts shall be scrutinised
by either the President or one of the Vice-Presidents or such other member
as may be named by the annual general meeting. If the annual turnover
is above £10,000, the accounts shall be subject to independent review
or auditing in accordance with the requirements of the Commissioners.
The annual general meeting shall appoint the independent reviewer or auditor.
N: Annual Report.
The Management
Committee shall comply with their obligations under the Charities Act
1993 (or any statutory re-enactment or modification of that Act) with
regard to the preparation of an annual report and its transmission to
the Commission.
O: Annual Return.
The Management
Committee shall comply with their obligations under the Charities Act
1993 (or any statutory re-enactment or modification of that Act) with
regard to the preparation of an annual return and its transmission to
the Commission.
P: Annual General Meeting.
(1) There shall
be an annual general meeting of the Charity which shall be held in the
month of October in each year or as soon as practicable thereafter.
(2) Every annual
general meeting shall be called by the Management Committee. The secretary
shall give at least 21 days' notice of the annual general meeting to all
the members of the Charity. All the paid-up members of the Charity shall
be entitled to attend and vote at the meeting.
(3) The chairman
shall be the chairman at annual general meetings, but if he or she is
not present, before any other business is transacted, the persons present
shall appoint a chairman of the meeting.
(4) The Management
Committee shall present to each annual general meeting the report and
accounts of the Charity for the preceding year.
(5) Nominations
for election to the Management Committee must be made by members of the
Charity in writing and must be in the hands of the secretary of the Management
Committee by at least the end of the day before the annual general meeting.
Should nominations exceed vacancies, election shall be by ballot.
Q: Special General Meetings.
The Management
Committee may call a special general meeting of the Charity at any time.
If at least ten members request such a meeting in writing stating the
business to be considered the secretary shall call such a meeting. At
least 21 days' notice must be given. The notice must state the business
to be discussed.
R: Procedure at General Meetings.
(1) The secretary
or other person specially appointed by the Management Committee shall
keep a full record of proceedings at every general meeting of the Charity.
(2) There shall
be a quorum when at least one tenth of the number of members of the Charity
for the time being or ten members of the Charity, whichever is the greater,
are present at any general meeting.
S: Notices.
Any notice required
to be served on any member of the Charity shall be in writing and shall
be served by the secretary or the Management Committee on any member either
personally or by sending it through the post in a prepaid letter addressed
to such 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.
T: Alterations
to the Constitution.
(1) Subject
to the following provisions of this clause 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 notice of the general meeting must
include notice of the resolution, setting out the terms of the alteration
proposed.
(2) No amendment
may be made to clause A (the name of Charity clause), clause B (the objects
clause), clause I (Management Committee members not to be personally interested
clause), clause U (the dissolution clause) or this clause without the
prior consent in writing of the Commissioners.
(3) No amendment
may be made which would have the effect of making the Charity cease to
be a charity at law.
(4) The Management
Committee should promptly send to the Commission a copy of any amendment
made under this clause.
U: Dissolution.
If the Management
Committee decides that it is necessary or advisable to dissolve the Charity
it shall call a meeting of all members of the Charity, of which not less
than 21 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 Management Committee shall have power
to realise any assets held by or on behalf of the Charity. Any assets
remaining after the satisfaction of any proper debts and liabilities shall
be given or transferred to such other charitable institution or institutions
having objects similar to the objects of the Charity as the members of
the Charity may determine or failing that shall be applied for some other
charitable purpose. A copy of the statement of accounts, or account and
statement, for the final accounting period of the Charity must be sent
to the Commission.
This constitution was adopted on the date mentioned above by a general meeting of the members of BrANCH, which elected as its Management Committee the persons whose signatures appear at the bottom of this document.
Signed: Donald J.
Ratcliffe (chairman) Bruce Collins
Clive Webb (secretary) Robert Cook
Elizabeth Clapp (treasurer) Susan-Mary Grant
Adam I.P. Smith