Constitution

  1. Name The name of the Charity shall be the British Association for Local History.
  2. Objects The object of the Charity shall be to promote the advancement of public education through the study of local history.
  3. Powers In furtherance of the object but not further, the Charity may -
    (a) promote co-operation and the exchange of information with representatives of voluntary agencies, government departments, statutory authorities, charities and other bodies and individuals engaged in the furtherance of public education through the study of local history;
    (b) promote, commission, carry out and publish articles research, surveys and investigations relating to local history;
    (c) promote, sponsor or hold exhibitions, conferences, meetings, lectures, seminars and training events;
    (d) disseminate information on all matters affecting the advancement of public education through the advancement of local history;
    (e) manage or assist any charitable trusts, associations or institutions which may be formed for the object of the Charity;
    (f) acquire, develop and maintain any assets (including any rights and privileges) necessary for promotion of the object and, subject to any consents required by law, dispose or turn to account all or any part of such  assets of the Charity;
    (g) accept contributions;
    (h) invest such funds of the Charity as are not immediately required for its purposes, subject nevertheless to any conditions that may be imposed or required by law;
    (i)  enter into such contracts as are necessary for the proper pursuit of the object.
  4. Membership
    (a) Membership of the Charity shall be open to -
    (i) individuals of l8 years and over and
    (ii) organisations interested in furthering the work of the Charity;
    (iii) honorary members who have rendered significant service to the Charity and who have been elected by a General Meeting.
    (b) Each individual member shall be entitled to one vote, with the exception of honorary members, who shall not be entitled to vote.
    (c) Each member organisation may appoint:
    (i) a member of that organisation or a deputy to represent it and vote on its behalf at General Meetings of the Charity;
    (ii) observers (who shall not be entitled to vote) to attend any such meeting.
  5. Board of Trustees
    The policy and general management of the affairs of the Charity shall be directed by a Board of Trustees ('the Board') which shall meet not less than twice a year.
    The Board shall consist of -
    (a) the honorary officers, and
    (b) not more than 20 other trustees.
    Up to 15 trustees may be elected by ballot at the Annual General Meeting of the Charity.
    The Board may co-opt up to five further members of the Charity as trustees to serve until the subsequent Annual General Meeting, provided that the number of such members shall not exceed one-third of the total number of members of the Board.
    Co-opted trustees shall be entitled to vote at meetings of the Board.
    Trustees shall be elected for a period of three years. A trustee may be re-elected  or co-opted for one further period of three years, at the end of which period they shall not be eligible for re-election or co-option to the Board for one further year.
    Any casual vacancy for an elected trustee may be filled by the Board.  Any person so co-opted shall hold office until the following Annual General Meeting;
    Nominations for the honorary officers and trustees shall be made in writing by a proposer and a seconder from among the members of the Charity, and must be in the hands of a person appointed for that purpose by the Board at least 14 days before the date of the Annual General Meeting.
    The Board shall decide on, appoint and fix the remuneration of, any contractor, who may not be a trustee.
    The Board shall have the right:
    (i) to approve or reject applications for membership, and to terminate the membership of any individual or organisation (although such members shall have the right to be heard before a final decision is made).
  6. Committees
    (a) The Board shall appoint such committees as may be deemed necessary for the furtherance of the object of the Charity and shall determine their terms of reference, powers, duration and composition.
    (b) Any committee shall produce a written record of its proceedings and report to the next convenient meeting of the Board following such proceedings.
  7. President and honorary officers
    (a) The Annual General Meeting of the Charity shall elect a Chair, Vice-chair and Treasurer  (the 'honorary officers'), and may also elect a President.
    (b) The honorary officers and President shall be recommended by the Board  to the Annual General Meeting.
    (c) The honorary officers shall hold office for a period of three years but shall be eligible for re-election, provided that no honorary officer shall hold any such office  or serve otherwise as a trustee for more than six consecutive years.   On the expiration of such period one further year shall elapse before any such honorary officer shall be eligible for re-election;
    (d) An  honorary officer shall by virtue of such office be a trustee and a member of any committee.
    (e) Where there is more than one person nominated as an honorary officer, election shall  be by ballot of the Annual General Meeting.
    (f) Where an honorary office falls vacant between Annual General Meetings, the Board may appoint a temporary honorary officer to to hold the office until the next Annual General Meeting.
  8. Meetings of the Charity
    (a) An Annual General Meeting of the Charity shall be held at such time and place as the Board shall determine and not more than 15 months after the preceding Annual General Meeting.  The business shall include the election of honorary officers and trustees, subscriptions to be paid for the coming financial year, the appointment of an independent examiner, the consideration of an annual report of the work done by or under the auspices of the Board, together with the report of the independent examiner, and the transaction of such other matters as may from time to time be necessary.
    (b) The Board may at any time at its discretion call a Special General Meeting of the Charity. The Chair shall call a Special General Meeting within 21 days of receiving a written request so to do, signed by not less than one tenth of the members and specifying the business to be transacted at such a meeting.  The meeting shall address only the matter raised in that correspondence.
    (c) The Board shall make arrangements for details of the Annual and any Special Meeting to be communicated to each member at least 21 days prior to the event.
  9. Procedure at Meetings
    (a) Quorum   The quorum at a meeting of the Board or any of its committees shall be one-third of the total membership of the relevant body. The quorum at the Annual General Meeting shall be 40.
    (b) Voting   At a general meeting, each member or representative outlined in clause 4(a) above shall have one vote in respect of any matter voted on. Decisions shall be made by a majority vote except for proposed amendments to the Constitution.  In case of an equality of votes the person chairing the meeting shall have a second or casting vote.
    (c) Minutes.   Minutes shall be kept by the Board, and each Committee shall provide the Board with a record of all its proceedings and resolutions.
  10. Finance
    (a) The financial year shall run from 1 January to 31 December.
    (b) Annual subscriptions shall be payable on 1st January for the financial year then beginning. Any person whose full annual subscription remains unpaid at  the end of May in any year shall cease to be a member of the Charity.
    (c) The Board shall authorise the Chair and the Treasurer, and may authorise up to two additional trustees  for the purpose,  to undertake such financial transactions by the Charity in such manner as the Board may from time to time specify.
    (d) The Treasurer shall ensure that proper accounts and records are maintained of the transactions of the Charity and that proper annual financial statements are produced each year for independent examination.
    (e) All money raised by or on behalf of the Charity shall be applied solely to further the purposes of the Charity.
    (f) The accounts shall be independently examined at least once a year by the independent examiner appointed at the Annual General Meeting.
    (g) The independent examiner's report for the last financial year shall be submitted for approval by the Board to the Annual General Meeting.
  11. Personal Interest
    No trustee shall acquire any interest in any asset belonging to the Charity or, otherwise than as a trustee for the Charity, either receive remuneration from, or be interested in any contract entered into by, the Board.
  12. Alterations to the Constitution
    (a) Subject to the following provisions of this clause, this 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.
    (b) No amendment may be made to clause 1 (name), 2 (object), 11 (personal interest), 12 (alteration) or 13 (dissolution) without the prior consent in writing of the Charity Commission.
    (c) No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
    (d) The Board shall promptly send to the Charity Commission a copy of any amendment made under this clause.
  13. Dissolution
    (a) If the Board decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity giving at least 21 days’ notice and stating the terms of the resolution.
    (b) If the proposal is confirmed by a two-thirds majority of those present and voting the Board 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.
    (c) A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Charity Commission.

Date of adoption: 2 June 2018