Constitution
This constitution was formally adopted on the 3rd day of December 2015 by the members of the Society in an Annual General Meeting.
1. NAME
The name of the Society is the Ulster Place-Name Society (hereinafter called ‘the Society’).
2. ADMINISTRATION
Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this constitution by the members of the Committee, constituted by clause 5 of this constitution (‘the Committee’).
3. OBJECTS
3.1 The Society is established to advance education in Northern Ireland and its environs (hereinafter called the “area of benefit”) without distinction of age, gender, disability, sexual orientation, nationality, ethnic identity, political or religious opinion, and in particular:
a) to promote the study of, appreciation of, knowledge of and awareness of place-names in the area of benefit and to publish a series of publications devoted to the field of name studies, including a journal and a bi-annual newsletter.
b) to carry out research into place-names, promote and support the work of a survey of place-names in the area of benefit and to make the results of the survey available via a series of published volumes and via the internet where appropriate.
3.2 POWERS
In furtherance of the above objects, but not further or otherwise, the Society may:
a) provide, assist in providing or secure the provision of educational facilities for the benefit of the general public in the area of benefit;
b) provide, arrange, conduct or co-operate in the provision of courses, lectures, meetings, seminars, conferences, training programmes and exhibitions designed to further the objects of the Society;
c) provide, maintain and equip or assist in the provision, maintenance and equipment of premises and facilities designed to carry out the objects of the Society;
d) promote and carry out, or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof;
e) organise or assist in organising meetings, lectures, classes and exhibitions, and publish or assist in publishing reports, periodicals, recordings, books or other documents or information;
f) obtain collect and receive money by way of grants, donations, bequests, legacies or other lawful method PROVIDED that the Society shall not undertake any permanent trading activities and shall conform to any relevant requirements of the law;
g) purchase take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights and privileges necessary for the promotion of the above objects and construct, maintain and alter any buildings or erections which the Society may think necessary for the promotion of its objects;
h) make any regulations for any property which may be so acquired;
i) subject to any consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Society with a view to the furtherance of its objects;
j) subject to such consents as may be required by law receive money on deposit or loan and borrow or raise money in such a manner as the Society shall think fit and to charge all or any part of the property of the Society with repayment of money so borrowed;
k) invest the moneys of the Society not immediately required for the furtherance of the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law;
l) recruit and train volunteers with relevant skills to carry out the objects of the Society;
m) employ and pay any person or persons, NOT being a member of the Committee to supervise, organise and carry on the work of the Society and make all reasonable and necessary provision for the payment of remuneration to employees;
n) promote and organise co-operation in the achievement of the above objects and to that end to work in association with local authorities and voluntary organisations engaged in the furtherance of the above objects in the area of benefit;
o) establish and support, co-operate with, join or amalgamate with any charitable trusts, associations or institutions formed for all or any of the above objects;
p) do all such other lawful things as may be necessary for the attainment of the above objects or any of them;
4. MEMBERSHIP
4.1 Membership of the Society shall be open to the following, irrespective of ethnic identity, disability, age, gender, political party, nationality, sexual orientation, marital status, or religion.
a) People over the age of 18 who support the objects of the Society and whose applications for membership are accepted by the Committee, such members shall be called Full Members and shall be entitled to vote at meetings of the Society. Individuals who opt to become life members at a fee decided by the Committee will also be regarded as Full Members as will those who, in special circumstances and at the discretion of the Committee, are awarded honorary life membership.
b) Libraries, Societies and Institutions within the area of benefit, whether voluntary or statutory may upon application to and with the approval of the Committee be
admitted as Institutional Members, and such approval shall not be unreasonably withheld.
4.2 Institutional Members shall each be entitled to be represented at general meetings of the Society by a duly authorised representative with power to vote on behalf of the Institutional Member.
4.3 The Committee shall fix the rate of annual subscription appropriate to each category of membership and shall have the right for good and sufficient reason to terminate the membership of any member provided that the member concerned shall have the right to be heard by the Society in a General Meeting before a decision is made.
5. COMMITTEE
5.1 The Committee shall meet at least once a year and shall consist of not fewer than 7 people elected at an Annual General Meeting. The Committee shall also include the following ex-officio members: the Head of Irish and Celtic Studies, Queen’s University Belfast or his or her nominee; the Director of the Institute of Irish Studies, QUB; the chief editor of the Society’s journal; and the head of the Dublin Placenames Branch. The Committee will also include a Public Relations Officer, co-opted annually at the Society’s AGM. Committee members will automatically become individual members of the Society upon election to the Committee if they were not individual members before their election onto the Committee.
a) Nominations from members of the Society for members of the Committee will be taken at the Annual General Meeting.
b) If the number of nominations exceeds the number of vacancies, election shall be by secret ballot of the members of the Society present and voting at an Annual General Meeting.
c) If the number of nominations is less than the number of vacancies, further oral nominations may with the approval of the Annual General Meeting be invited from members present and voting at the said Annual General Meeting.
5.2 Committee members may hold office for a period of up to 3 years and shall retire in rotation with the two longest serving to retire at each AGM, or if it is not possible to determine that, then the two to retire shall be determined by drawing lots. On retirement members will be eligible for re-nomination and election.
5.3 The Committee elected at an Annual General Meeting shall have the power to co-opt further members to fill any casual vacancy arising on the Committee or to enlist Committee members with particular skills, who shall be Full Members and who shall serve until the conclusion of the next following Annual General Meeting PROVIDED that the number of co-opted members shall not exceed one-third of the total membership of the Committee. Co-opted members shall have the right to vote.
5.4 The Chairperson, Secretary and Treasurer, who shall be the Honorary Officers of the Society, shall be Full Members of the Society, and shall be elected tri-annually by and from the members of the Society at the Annual General Meeting. The office of Chairperson shall not be held by any one person for more than two consecutive three-year periods.
5.5 Any member of the Committee who fails to attend 2 consecutive Committee meetings without reasonable excuse shall lose her/his place on the Committee which may be filled by co-option in accordance with Clause 5.3 above.
5.6 The Trustees (if appointed for the purpose of holding property in their own names on behalf of the Society) shall be notified of and shall be entitled to attend all meetings of the Committee but without the power to vote.
6. FUNCTIONS OF THE COMMITTEE
6.1 The Committee may make such regulations as they consider appropriate for the efficient conduct of the business of the Committee and the Society.
6.2 The Committee may appoint such staff NOT being members of the Committee as they consider necessary on such terms and conditions as they may determine.
6.3 The Committee may appoint such sub-committees, advisory groups or working parties of their own members and other persons as they may from time to time decide necessary for the carrying out of their work, and may determine their terms of reference, duration and composition. All such sub- committees shall report back fully and promptly.
6.4 The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-options or qualification of any member.
7. CHAIRING MEETINGS
All meetings of the Society or of the Committee or of any of its subcommittees shall be presided over by its Chairperson failing whom its Vice-Chairperson, if one has been appointed. If neither the Chairperson or Vice-Chairperson is present, those present may elect one of their number to take the Chair. The Chairperson of any meeting shall have a second or casting vote.
8. FINANCE
8.1 All moneys raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment of legitimate out-of-pocket expenses to members of the Society engaged upon the approved business of the Society.
8.2 The Honorary Treasurer shall keep proper accounts of the finances of the Society.
8.3 The financial year of the Society shall run from 1 September to 31 August.
8.4 The accounts shall be audited by an auditor or auditors appointed by the Annual General Meeting OR examined by any independent person who shall be appointed at the Annual General Meeting.
8.5 An annual statement of accounts for the last financial year of the Society shall be submitted by the Committee to the Annual General Meeting.
8.6 A bank account has been opened in the name of the Society with Ulster Bank Ltd, University Road, Belfast. An account may be opened with such other bank as the Committee shall from time to time decide. The Committee shall authorise in writing the Honorary Treasurer and 2 members of the Committee to sign cheques on behalf of the Society. All cheques must be signed by not less than 2 of the 3 authorised signatories.
9. TRUST PROPERTY
The Society may appoint and may terminate the appointment of not less than 3 people to act as Trustees for the purpose of holding any moneys or property belonging to the Society. The title to all or any such real and/or personal property which may be required by or for the purposes of the Society shall be vested in the Trustees who shall hold such property in trust for the Society. The Trustees shall act under the instructions of the Committee who shall, subject to the approval and consent of the Society as determined by a General Meeting, have power to fill vacancies among the Trustees.
10. ANNUAL GENERAL MEETING
10.1 An Annual General Meeting of the Society shall be held at such place and time (not being more than 15 months after the holding of the preceding Annual General Meeting) as the Committee shall determine.
10.2 At such Annual General Meeting the business shall include the following:
a) the election of members and officers to serve on the Committee;
b) the appointment of an auditor or auditors OR an independent person to examine the annual accounts;
c) the consideration of an Annual Report of the work done by or under the auspices of the Committee;
d) the consideration of the annual accounts;
e) the transaction of such other matters as may from time to time be considered necessary.
11. SPECIAL GENERAL MEETINGS
The Committee may at any time at its discretion and shall upon a requisition signed by not less than 4 members having the power to vote and giving reasons for the request, call a Special General Meeting of the Society for the purpose of altering the constitution in accordance with Clause 13 hereof or of considering any matter which may be referred to them by the Committee or for any other purpose.
12. RULES OF PROCEDURE AT ALL MEETINGS
Voting
12.1 Subject to the provisions of Clause 13 hereof all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. In case of an equality of votes the Chairperson shall have a second or casting vote.
Minutes
12.2 Minute books shall be kept by the Committee and all other subcommittees and the appropriate Secretary shall enter therein a record of all proceedings and resolutions.
Quorum
12.3 The quorum at General Meetings of the Society shall be one fifth and at meetings of the Committee shall be one half or such other number as the Committee may from time to time determine.
Standing Orders
12.4 The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Society. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS THAT they shall be subject to review by the Society in General Meeting and shall not be inconsistent with this constitution.
Notice of General Meetings
12.5 At least 14 clear days notice in writing shall be given to each member of the Society of all Annual General Meetings and Special General Meetings.
13. ALTERATIONS TO THE CONSTITUTION
13.1 Any alterations to this Constitution shall receive the assent of not less than two-thirds of the members of the Society present and voting at the Annual General Meeting or a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the Honorary Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be brought forward.
13.2 At least 14 clear days notice in writing of the meeting setting forth the terms of the alteration to be proposed shall be sent by the Honorary Secretary to each member of the Society PROVIDED FURTHER THAT no alteration shall be made which would cause the Society to cease to be a charity at law.
14. DISSOLUTION
14.1 If the members resolve to dissolve the charity the Committee will remain in office as charity trustees and be responsible for winding up the affairs of the charity in accordance with this clause.
14.2 The trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the charity.
14.3 The trustees must apply any remaining property or money:
(a) directly for the purposes;
(b) by transfer to any charity or charities for purposes the same as or similar to the charity;
(c) in such other manner as the Charity Commission for Northern Ireland (‘the Commission’) may approve in writing in advance.
15. INDEMNITY AND INSURANCE
15.1 The Society must insure to their full value against any foreseeable risk all the property of the Society (except those buildings that are required to be insured by a tenant). The Society must also insure suitably in respect of public liability and employer’s liability and take out other insurance policies to protect the Society when required.
15.2 The Society may purchase indemnity insurance for the Committee members against any liability that by virtue of any rule of law would otherwise attach to a Committee Member or other officer in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the Society but excluding:
i) fines;
ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Committee Members or other officer;
iii) liabilities to the Society that result from conduct that the Committee Members or other officer knew or must be assumed to have known was not in the best interests of the Society or about which the person concerned did not care whether it was in the best interests of the Society or not.