Stratford Society

Constitution

the CONSTITUTION of the stratford-UPON-AVON society

1. NAME

The name of the Society shall be the STRATFORD-UPON-AVON SOCIETY.

2. STATUS & OBJECTS

The Society is a registered Charity (Reg. No. 251182) and is established for the public benefit for the following purposes in the area comprising the town of Stratford-upon-Avon and its surroundings which area shall hereinafter be referred to as “the said area”:

a) to promote high standards of planning and architecture in or affecting the said area;
b) to educate and stimulate public interest in the geography, environment*, history, natural history and architecture of the said area;
c) to encourage the preservation, protection, development and improvement of features of historic or public interest in the said area.

To further the said purposes the Society, through its General Committee, shall have the following powers:

to consult and work with the local planning authority, planning committees and all other statutory authorities, educational institutions, voluntary organisations, charities and persons having aims similar to those of the Society;
to pursue these ends by means of meetings, exhibitions, lectures, publications, other forms of education and publicity and promotion of schemes of a charitable nature;
to raise funds for the furtherance of these objects and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise.

3. MEMBERSHIP

Membership shall be open to all who are interested in furthering the purposes of the Society. No Member shall have power to vote at any meeting of the Society if his or her subscription is in arrears at the time, and hereinafter a Member, with the exception of Honorary Life Members, shall be understood to mean a person who has paid the Society’s subscription for the current year. Membership is based on a calendar year, annual renewals being due on 1st January of each year.

There shall be five classes of membership: (1) Individual membership; (2) Household membership; (3) Honorary membership; (4) Corporate membership; (5) Corporate Web Sponsorship.

Honorary membership may be conferred on any person considered by the Society to have made an outstanding contribution to its objects. Honorary Members shall be elected by an annual or special general meeting and shall have the rights of ordinary Members but shall be exempt from the payment of subscriptions.

Corporate membership may be conferred by the General Committee on companies and organisations which support the aims of the Society. Corporate Members are not entitled to vote at meetings of the Society.

The Trustees must keep a register of names and addresses of the Members.

4. SUBSCRIPTIONS

The subscriptions shall be such sums as are fixed by the Society at the annual general meeting or such other reasonable sums as are determined by the General Committee from time to time.

5. MEETINGS

An Annual General Meeting of the Society shall be held each year as specified in the Annual Programme to receive the Trustees Report and Independently Examined Statement of Financial Activities and Balance Sheet (the Accounts), to elect Officers and Members of the Committee and Independent Examiner and to consider any motions deposited with the Honorary Secretary at least fourteen days before the date of the meeting.

A Special General Meeting of the Society shall be held within 28 days from the receipt by the Honorary Secretary of a written request signed by each of ten or more Members. Details of any motion or motions proposed for consideration at that meeting shall accompany such a request. Not less than seven days before the date of the meeting each Member of the Society shall be sent a notice of the meeting and a copy of the Agenda which will include the wording of any motion or motions proposed for consideration.

Ordinary Meetings of the Society shall be held according to a programme decided by the General Committee.

No business shall be transacted at any general meeting unless a quorum is present. Twenty Members shall constitute a quorum for General Meetings.

The General Committee, for which no fewer than five Members, including at least two Officers, shall constitute a quorum, shall meet at least six times a year at intervals of not more than two months.

6. OFFICERS

The management and administration of the Society shall be the responsibility of a General Committee of eleven persons who shall also be the Trustees of the Charity. These eleven persons shall be the Office Holders, being the Chairman, Deputy Chairman, Honorary Secretary, Honorary Treasurer and Honorary Membership Secretary and six other persons. All eleven persons will be elected from among the membership at an Annual General Meeting for a term of three years commencing at the Annual General Meeting. The Chairman, who may serve for a maximum of three three-year terms, shall have a second or casting vote in the event of an equality of votes cast at a meeting of the Committee. The Committee may fill casual vacancies arising among the Office Holders or other Members of the Committee

Nominations for the election of Officers and Committee Members shall be made in writing to the Honorary Secretary at least 14 days before the date of the Annual General Meeting and be supported by a seconder and the consent of the nominee. Nominees for election as Officers or Members of the General Committee shall declare at the Annual General Meeting at which their election is to be considered any financial or professional interest known or likely to be of concern to the Society.

A President and Vice-President may also be elected at a General Meeting of the Society for periods to be decided at such a meeting. They may attend any meeting of the General Committee but shall not vote at any such meeting.

The General Committee may create Sub-Committees and may delegate any matter to such Sub-Committees provided that each includes a Member of the General Committee.

7. DISQUALIFICATION AND REMOVAL OF TRUSTEES

A Trustee shall cease to hold office if he or she:

i) is disqualified from acting as a Trustee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

ii) ceases to be a Member of the Society;

iii) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

iv) resigns as a Trustee by notice to the Charity (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or

v) is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.

8. INDEPENDENT EXAMINER

At the Annual General Meeting an Independent Examiner shall be appointed charged with making an annual audit or independent examination of the accounts of the Society and any interim independent examination required by the General Committee. Such Independent Examiner shall not be a Member of the General Committee.

9. DECLARATION OF INTEREST

It shall be the duty of every Officer or Member of the General Committee or Sub-Committee or group who is in any way directly or indirectly interested financially or professionally in any item discussed at any Meeting at which he or she is present to declare such interest and he or she shall not discuss such item, except by invitation of the Chairman, nor vote thereon.

10. EXPENSES OF ADMINISTRATION

The General Committee shall out of the monies received by the Society pay all proper expenses for administration and management of the Society, and shall use the residue of such monies as it thinks fit for and toward the objects of the Society.

11. AMENDMENTS

The Constitution may be amended by a two-thirds majority of Members present at an Annual General Meeting or Special General Meeting provided that ten days' notice of the proposed amendment has been sent to all Members, and provided that nothing therein contained shall authorise any amendment permitting the expenditure of funds of the Society on any object that is not a charitable object.

12. DISSOLUTION

The Society may be dissolved by a two-thirds majority of Members voting at an Annual General Meeting or Special General Meeting of the Society confirmed by a simple majority of Members voting at a further Special General Meeting held not less than 14 days after the previous meeting. If a motion for the dissolution of the Society is to be proposed at an Annual General Meeting or a Special General Meeting this motion shall be referred to specifically when notice of the meeting is given.

In the event of dissolution of the Society the available funds of the Society shall be transferred to one or more charitable institutions having objects similar or reasonably similar to those hereinbefore declared as shall be chosen by the General Committee and approved by the Meeting of the Society at which the decision to the Society is confirmed. In no circumstances shall the net assets of the Society be paid to or distributed among the Members of the Society (except to a Member that is itself a Charity).

On dissolution the Charity Commission shall be notified and the minute books and other records of the Society shall be offered to the archives lodged with the Shakespeare Birthplace Trust at the Shakespeare Centre.

* By unanimous vote of members at the AGM on 20 March 2023, the word 'environment' was added to the list of objects of the Society in Clause 2b. The rationale for the amendment was that in recent years the environment has become of ever-increasing importance in the public mind, because of global climate change. The town values its green spaces, and the Society actively seeks to preserve them wherever possible, by promoting good practice and resisting planning applications or other activities that would have a negative impact on the natural environment in and surrounding the town.