Constitution

NUNEATON & NORTH WARWICKSHIRE FAMILY HISTORY SOCIETY

1 NAME & AREA
a) The name of the Society shall be: Nuneaton & North Warwickshire Family History Society (‘the Society’).
b) The Society’s defined area (‘Defined Area’) is that of northern Warwickshire shown on the map included herein. The executive Committee (‘Committee’) may periodically review the area and make recommendations for any changes.

2 OBJECTIVES
The objectives of the Society shall be:
a) To promote and encourage the public study of family history.
b) To publish, co-ordinate and make accessible documents, records or other archival material, with particular relevance to the Defined Area.
c) To encourage the preservation, security, accessibility and presentation of such material.
d) To hold lectures and discussions, give advice and guidance, and organise events and visits for Society members and the general public.
e) To develop and maintain the Society’s website so as to provide a range of research resources, searchable databases and reference materials for use by Society members and, if practicable, to extend this to interested members of the public.
f) To pursue liaisons with other societies, as appropriate, and as agreed by the Committee.

3 AFFILIATIONS
a) The Society may affiliate with local or national organisations whose objectives are deemed by the Committee to be compatible and mutually supportive.
b) The Society shall seek to remain a member of the Federation of Family History Societies whilst the Committee deems this beneficial.
c) In connection with such affiliation or membership, to guarantee the debts of such organisations up to a limit of no more than ten pounds [£10].

4 MEMBERSHIP
a) Membership of the Society shall be open to all persons showing an interest in support of the Society’s objectives. Those under eighteen years of age should be accompanied by a responsible adult when attending any meeting or activity.
b) The Society shall consist of fully paid-up members and any honorary members nominated by the Committee in recognition of their services to the Society and elected by the membership.
c) Membership shall be extended to those who have paid a current subscription to the Society. The Society’s membership secretary shall report on membership to each meeting of the Committee.
d) Subscriptions shall be renewable by all members annually on 1st September at a rate determined by the Committee, and confirmed at an annual general meeting (‘AGM’) or an extraordinary general meeting (‘EGM’). Increased levels of subscription, related directly to rising costs of journal production and postages, will be determined by the Committee; suggested changes in levels of subscription for any other reasons will be brought to the AGM for approval. Any changes will take effect from 1st September each year.
e) Only fully paid-up members included in the Society’s membership list will have full voting rights, provided that person is a member at the time of the issue of the formal notification of the proposed meeting, election or vote. A person attending a meeting virtually shall have the same rights to receive notice, speak, vote and otherwise participate in the meeting as they would have if attending in person.
f) The Committee shall keep a record of the current names, addresses and emails of members of the Society in compliance with current UK law relating to data protection. In turn, members are required to advise the membership secretary of any changes to their contact details.
g) The Committee shall have the right to refuse or remove membership from any person / organisation if they consider it to be in the best interests of the Society so to do. If the Committee, by a simple majority, resolve that a member is working actively against the Society, or is bringing the Society into disrepute, or for any other reason, determine that it is in the best interests of the Society, his/her membership will be refused, or terminated with immediate effect.

1) A decision to refuse an application or remove membership shall be given in writing to the applicant or member within fourteen days of the decision, giving the reasons for refusal.
2) The affected person / organisation may make written representations about the decision. The Committee must consider these and give notice of their decision in writing, within fourteen days. The decision will be final.
3) If any sum due to the Society from any member remains unpaid in full within three months of it falling due, unless the Committee resolves there are extenuating circumstances, membership will be automatically terminated.

5 ADMINISTRATION
a) A Committee shall manage the affairs of the Society. The Committee shall consist of not less than four executive Officers (‘Officers’), together with up to a maximum of ten ordinary members of the Committee, all of whom must be fully paid-up members of the Society.
b) A quorum of the Committee shall consist of one-third-plus-one of those elected members of the Committee, provided at least one Officer is present.

c) Members of the Committee shall be elected annually by the membership and their terms of office shall commence with the declaration of the election results at the AGM. Nominations should be submitted in writing or digitally not less than twenty-eight days before the day on which the AGM is to take place. Any fully paid up member of the Society is eligible for nomination to the Committee provided s/he has been a member of the Society for at least the full preceding subscription year. A list of nominees will be published on the full AGM agenda and circulated to members as in 7c) fourteen days prior to the meeting.
d) At the first meeting of the Committee following the AGM, the members of the Committee will elect from their number four Officers: chairman; vice-chairman; secretary; and treasurer.
e) The Committee shall review annually the rate of subscription(s) in accordance with paragraph 4d).
f) The Committee shall have the power to invite persons to attend, speak, but not to vote at Committee meetings, in order to give assistance or specialist advice.

g) In the case of an emergency, the Officers have the power to make a decision on behalf of the whole Committee.
h) All Committee members shall be eligible for re-election upon completion of their annual term of office. It is recommended that no Officer shall serve in the same office for longer than five successive years, however the Committee may extend this in extenuating circumstances (for example, shortage of candidates).
i) The Committee, or individual Committee members so designated, shall produce periodic Journals and other relevant publications which will be sent to members by post or electronic means as agreed by the Committee.

6 FINANCE

a) The income and property of the Society, however or whenever derived, shall be applied solely towards the promotion of
the objectives of the Society referred to in clause 2 above. No portion thereof shall be paid or transferred directly, or
indirectly, in any manner by way of profit to any member of the Committee and/or Society, providing that nothing herein
shall prevent the repayment, in good faith, of reasonable and proper out-of-pocket expenses incurred on behalf of the
Society, and as agreed by the Committee.
b) The Society’s financial year shall commence on 1st September.
c) The Committee, or its treasurer on its behalf, shall keep proper books of account, with respect to all moneys received and expended by the Society. Payments are to be signed by two Officers.
d) An independent examiner of the accounts of the Society shall be appointed at the AGM who shall, at least once each year inspect the Society’s accounts prior to being approved by the Committee and presented to the members at the AGM.

7 GENERAL MEETINGS – AGM & EGM
Any meeting may be held physically; or online as a virtual meeting; or utilising some other facility enabling all people participating in the meeting to communicate interactively and simultaneously with each other; or by telephone conference; or as a hybrid meeting combining attendance in person and online or by telephone conference as the circumstances allow and the Committee decides.

a) An AGM shall be held during the month of November. Notice of the meeting shall be given in writing or by electronic means to all members entitled to attend and vote at least fifty-six days prior to the event. If the meeting is to be virtual, an appropriate link will be sent to each member as part of the notification. The business of the AGM shall include the election of members of the Committee whose nomination is confirmed; the appointment of an independent examiner of the accounts; the consideration of reports by or on behalf of the Committee regarding the activities carried out by the Society since the last AGM; the adoption of the inspected accounts; and to confirm the level of membership subscription after the
AGM as referred to in paragraph 4d).
b) An EGM may be convened either at the request of the Committee or at the request of twenty Society members having voting rights. Prior notice must be furnished to all members at least fifty-six days before the EGM takes place, setting out the provisional agenda of the business to be discussed. If the meeting is to be virtual, an appropriate link will be sent to each member as part of the notification. When formal notification of an EGM is sent to Society members entitled to vote, allowance must be made for all members, including those who, for whatever reason, are unable to attend the EGM in
person, to comment upon the business to be discussed and to propose amendments. These amendments must be received by the Committee at least twenty-eight days prior to the EGM, and be considered by the Committee, whose decision upon them is final. The Committee must then inform the membership of the final agenda within fourteen days of the EGM by relevant means.
c) Formal notification of the AGM or EGM will be sent to members either by post or by electronic mail. Notice will be deemed to have been received if it is not returned as undeliverable by Royal Mail or email provider. In all instances the last address / email address as notified to the membership secretary will be regarded and used as the member contact.
d) Decisions at an AGM or an EGM shall be taken on a show of hands (or if the Committee agrees electronically if the meeting is being held virtually or as a hybrid meeting) by simple majority except when the Committee has deemed the matter to be of such importance that the views of all members of the Society must be sought. Matters of importance would, for example, include aspects of constitutional change or the potential dissolution of the Society. In such circumstances the notification of meeting shall designate the resolution to contain matters of importance requiring a majority in favour of 75%
of fully paid up members participating in the meeting. A ballot will be arranged to include all those entitled to vote.
e) A declaration by the chairman that a resolution has, on a show of hands or electronically, been carried unanimously or by a particular majority, or lost, shall be final. An entry to that effect in the minutes of the proceedings of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded.
f) Every paid-up member shall be entitled to one vote however they are present and participating at an AGM or an EGM, provided they were paid-up members at the time of notification of the meeting.
g) No business shall be carried out at an AGM or at an EGM unless a quorum is present. A quorum shall be twenty paid up members of the Society attending and participating in the meeting in accordance with paragraph 4e).
h) If a quorum is not present within thirty minutes of the time appointed for the AGM or EGM, or if during the meeting a quorum ceases to exist, or if technical issues at a meeting held virtually or as a hybrid prevent the chairman postponing or adjourning the meeting, the meeting shall be adjourned or deemed to be adjourned to such time and place as the Committee shall determine. A minimum of fourteen days’ notice of the date, time and place of the re-convened meeting must be given to all members entitled to vote but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

8 CONSTITUTION
a) The constitution may only be changed at an AGM or an EGM, of which twenty-one days’ notice to all fully paid-up members has been given by means deemed relevant by the Committee at the time: mail, newsletter, journal, website, electronic mail or other suitable means. The notice is to include a resolution setting out the terms of the proposed alterations. The resolution must be passed by a two-thirds majority of the members attending and participating in the meeting in accordance with paragraphs 4e) and 7f).
b) Proposals for constitutional amendments shall be submitted to the Committee at least sixty-three days prior to the day on which the AGM or EGM is to be held.

9 DISSOLUTION
a) The Society may be dissolved by a resolution passed by no fewer than two-thirds of those Society members voting in person, by paper ballot or by electronic communication means, at a special general meeting (‘SGM’) called by the Committee following their decision that it is necessary or advisable to dissolve the Society and for which twenty-one days’ prior notice has been given by means deemed relevant by the Committee at the time: mail, newsletter, journal, website, electronic mail or other suitable means stating the terms of the resolution to be proposed. Notification of the SGM should be served on every fully paid up member at his/her last known address or e-address maintained by the Committee in
accordance with paragraph 4f).
b) Any assets remaining on dissolution of the Society, after satisfying all outstanding debts and liabilities shall not be distributed amongst members of the Society, but shall be given or transferred to the Federation of Family History Societies for them to utilise in promoting family history in the region.

10 INDEMNITY
a) Members of the Committee shall each be indemnified by the Society against any liability claim or demand arising from any action taken or omission in good faith by them on behalf of the Society or its members in the administration or management of the Society.
b) A member of the Committee may benefit from relevant indemnity insurance cover purchased at the Society’s expense.

This constitutional document was adopted at the Annual General Meeting of the Society held on 12 November 2013; amended at the AGM held on 14 November 2017; revised 2021, adopted by committee and put to membership 19 October.