Church of England Record Society

Constitution of the Church of England Record Society

The original constitution was adopted at the inaugural meeting of the Record Society held in the Great Hall, Lambeth Palace, on 19th December 1991. Paragraphs 8 and 11 were amended at the AGM on 6th December 1995, and paragraph 4 was amended at the AGM on 6th July 1999.

1. The Society shall be called the Church of England Record Society.
   
   
2. The object of the Society shall be to advance the education of the public in the history of the Church in England, and in particular of the Church of England, from the sixteenth century onwards by the publication of primary sources of information.
   
   
3. Membership of the Society shall be open to individuals and institutions, and shall be constituted by the payment to the Honorary Treasurer of an annual subscription of such an amount as may be determined from time to time by the Council, payable in advance on the first day of January each year.
   
   
4. Each member of the Society shall be entitled to receive one copy of every work published by the Society in respect of his/her membership. If this copy is lost in the post, a replacement volume shall be supplied at no additional cost unless the loss is the result of a failure to notify the Society of a change of address. No member shall receive any such volume if his/her subscription be in arrears. Each individual member, and one representative from each subscribing institution, shall be entitled to attend and vote at general meetings of the Society.
   
   
5. There shall be a President of the Society who shall be elected for five years at the Annual General Meeting. In the event of his/her being unable to accept office, the Vice-President of longest standing shall act as President. There shall be not more than six Vice-Presidents who shall be elected for five years, on the nomination of the Council, at an annual general meeting.
   
   
6. The management of the affairs of the Society and of its funds shall be vested in a Council consisting of the Officers of the Society, namely the President, the Honorary Secretary, Honorary Treasurer, Honorary General Editor, and eight ordinary members to be elected at an annual general meeting of the Society. The ordinary members shall serve for not more than four years successively. The Officers of the Society shall be elected annually, those retiring being eligible for re-election in that year. Nominations for Officers and members of the Council may be made by the Council and by any two members of the Society, and shall be communicated in writing to the Honorary Secretary not less than three weeks before the Annual General Meeting. Two ordinary members of the Council shall retire in rotation each year and shall not be eligible for re-election in that year. The Honorary Secretary shall be elected from among the Council Members.
   
   
7. The Council shall have the power to co-opt not more than two additional members, and to appoint committees. Vacancies among the Officers of the Society occurring between annual general meetings shall be filled by the Council. The Council shall meet at least once a year, and on any other occasion at the request of at least three of its members. Five members shall form a quorum.
   
   
8. An annual general meeting of the members of the Society shall be held each year to receive a report of the work of the Society with its inspected or audited accounts as required under paragraph 11; to elect Officers, members of the Council, and an inspecting accountant or Honorary Auditor for the year ensuing; and to transact any other business. Not less than one month's notice of the meeting shall be given to members.
   
   
9. A special general meeting may be called at the discretion of the Council or at the written request of 15 members of the Society. Not less than one month's notice of such a meeting shall be given to members.
   
   
10. All monies 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 in good faith of reasonable and proper remuneration to any employee of the Society or the payment to members of the Council of reasonable out-of-pocket expenses.
    
    
11. The Treasurer shall keep proper accounts of the finances of the Society. The Society's year of account shall be 1 January to 31 December.  The accounts shall be subject to an independent review at least once a year by the inspecting accountant appointed at the Annual General Meeting. Should expenditure or income exceed the limits set by law for this arrangement, the accounts shall be audited by the auditor or auditors appointed at the Annual General Meeting.  A statement of the accounts shall be submitted by the  Council to the Annual General Meeting as aforesaid, and circulated with the notice of the Annual General Meeting.
    
    
12. A bank account shall be opened in the name of the Society with such bank as the Council shall from time to time decide. All cheques up to a maximum determined from time to time by the Annual General Meeting shall be signed by the Treasurer only. The Council shall authorise in writing the Officers of the Society to sign cheques on behalf of the Society. All cheques must be signed by not less than two of the authorised signatories, and where possible shall be signed by the President and Treasurer. No expenditure shall be incurred without the prior approval of the Council.
    
    
13. Alterations to this Constitution shall receive the assent of two-thirds of the members present and voting at an annual general meeting or a special general meeting. A resolution for the alteration of the Constitution must be received by the Honorary Secretary of the Society at least twenty-one days before the meeting at which the resolution is to be brought forward. At least fourteen days' notice of the resolution must be given by the Secretary to the membership, and must include notice of the alteration proposed. Provided that no alteration to clause 2, clause 14 or this clause shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained; and no alteration shall be made which would have the effect of causing the Society to cease to be a Charity in law.
    
    
14. If the Council by a simple majority decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Association who have the power to vote, of which meeting not less than one month's notice (stating the terms of the Resolution to be proposed thereat) shall be given. If the decision shall be confirmed by a majority of those present and voting at such a meeting, the Council shall have the power to dispose of any assets held by or on behalf of the Society. 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 Society as the Council may determine and if and in so far as effect cannot be given to this provision then to some other charitable purpose.