Charity No. 507680
This Constitution was adopted on the 13th May 2015, pursuant to Clauses 8(a) and 8(b) of the Constitution dated 20th May 1999, and replaces all previous Constitutions. 1. Name
The Society shall be called THE FRIENDS OF THE BOWES MUSEUM (“The Society”)
The Board of Trustees of the Society shall be known as “The Committee” 2. Objects
The objects of the Society shall be to assist in the education of the public through the promotion and awareness of The Bowes Museum (“the Museum”) and its collections, through the activity of a group of Friends.
To this end the Society shall, in particular but not exclusively:
a) encourage membership and development of the Society;
b) aim to further the charitable and educational purposes of the Museum and encourage the development and use of other facilities afforded by it;
c) join and appoint delegates to any other bodies with which the Society may decide to become associated or to cooperate;
d) encourage its members to engage in support of the Museum’s activities, support and coordinate research, publishing, education, advertising and other work including the raising of funds for the furtherance of the above Objects, provided that no activities of a permanent trading nature shall be undertaken by the Society; and
e) take such action as is considered necessary to achieve the said Objects whilst ensuring that all acts are lawful and within the requirements of The Charities Acts and current legislation. 3. Powers
a) The assets of the Society shall be invested in the most prudently profitable way consistent with requirements of the Charity Commissioners and relevant legislation.
b) General movement of funds for use by the Society shall be controlled by the Committee (see Clause 6(a)) as advised by the Finance Group.
c) The funds of the Society shall be applied solely for its stated Objects, which shall not include the normal maintenance of the Museum or its grounds.
d) Members of the Committee are not entitled to claim payment for their services (legitimate expenses approved in advance by the Chairman incurred in the Society’s work are permissible). Expenses relevant to events/specific activities shall be paid from a budget approved by the Committee, on production of receipts. All other legitimate expenses should be approved in advance by the relevant Officer. In the case of an Officer claiming expenses, claims should be approved in advance by the Chairman or Vice Chairman.
e) The Committee shall ensure that all necessary documents required by the Charity Commissioners will be submitted within the time limit prescribed.
f) The committee may as required form sub-committees known as Groups, to which delegated authority may be granted. Other working groups may also be formed as required by the said Groups with Committee approval.
g) The Committee may employ such persons as are necessary for the proper pursuit of the objects and make all such reasonable provision as is required under relevant Employment Law.
h) The Committee shall insure and arrange insurance cover for all its activities and projects and will indemnify its employees and voluntary workers from and against all risks incurred in the performance of their duties to such a level as may be thought fit.
i) Emergency powers shall be delegated to a minimum of 3 Officers of the Society who jointly may make decisions that need urgent attention between meetings but shall report to the Committee at its next meeting.
j) If the Committee decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, for which not less than 21 days’ notice shall be given, stating the terms of the resolution proposed. The winding up must be overseen by a minimum of three of the Society’s officers. If the proposal is confirmed by a two-thirds majority of those present and voting, the Committee shall have the power to realise 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 members of the Society may determine, or failing that shall be applied for some other charitable propose. A copy of the statement of accounts for the final accounting period of the Society must be sent to the Charity Commissioners within the time limit required.
a) The Society shall consist of the following types of membership. All members have equal standing one member, one vote.
i) A Patron (optional)
ii) A President
iii) A number of Vice-Presidents, not to exceed seven
iv) Life members or joint life members who shall pay one subscription (18 years of age or over)
v) Ordinary or joint members who shall pay subscriptions on an annual basis
vi) Young people up to 35 years of age who shall pay a reduced subscription on an annual basis on production of proof of date of birth
vii) Affiliated societies or organisations who shall pay an annual subscription, with conditions specifically defined and approved by the Committee
viii) Honorary Membership may be awarded at the discretion of the Committee to those persons who have given distinguished or outstanding service to the Museum or the Society.
b) The Committee may from time to time and for periods to be specified introduce special membership conditions, which will be defined and covered by a system of clear identification (e.g. a special card or voucher).
c) Nominations for Honorary Membership to the Society will be welcomed at any time; however they are subject to Committee approval.
d) The subscription for membership of the types indicated above in (iv) to (vii) above shall be considered and set annually by the Committee and notified to members in writing at a suitable time.
e) Renewable subscriptions shall be due annually at the anniversary of first joining and, if not paid within three months of that date, membership shall be forfeit.
f) The Society is an equal opportunities organisation. It welcomes members, irrespective of race, religion, ability, gender, sexual orientation or marital status.
g) The Society subscribes to the requirements of the Data Protection Act.
The officers of the Society shall be:
i) an Honorary Chairman
ii) an Honorary Vice-Chairman (optional)
iii) an Honorary Secretary
iv) an Honorary Treasurer
v) an Honorary Assistant Secretary (optional)
vi) an Honorary Assistant Treasurer (optional)
vii) an Honorary Membership Secretary 6. The Committee
a) The affairs of the Society shall be managed by a Committee (“the Committee”) consisting of the Officers of the Society and not more than nine elected members (all of whom are Trustees) who shall be Life or Ordinary members of the Society.
b) Voting at Committee meetings shall be by Officers and other elected members of the Committee.
c) The President and Vice-Presidents shall be notified of and may attend and speak at Committee meetings, but shall have no vote.
d) A quorum shall consist of a total of six voting members of The Committee, of whom no more than three shall be Officers. In the event of a tied vote the Chairman of the meeting shall have a second and casting vote.
e) The Committee shall be authorised to co-opt up to three persons as Co-optees with powers defined at the Committee’s discretion. Co-optees may sit on and speak in the Committee, or such groups as may be set up from time to time by the Committee, but shall have no vote. Their co-option shall end with the completion of the task(s) for which they were co-opted.
f) A Committee vacancy, either for a member or an officer, may be filled at any time by the Committee and the duration of such an appointment would be at the discretion of the Committee.
g) If a member of the Committee or a group has an interest (whether financial or otherwise) or stands to gain from the outcome of a matter under discussion, that interest shall be declared and the member shall be requested to withdraw until that matter has been discussed and a decision reached. With the permission of the Committee the said member may relate any information they have or answer questions on the matter of interest before withdrawing.
h) The Director of the Museum, or his or her representative(s), shall for the purpose of liaison with the Society be invited to attend for an agreed period and participate in meetings of the Committee, but shall not hold office or vote. A written report may be accepted in the absence of a representative.
i) The Committee may appoint groups to advise it on certain matters. The Committee may delegate authority on specific matters to such groups.
7. Election of Officers and Committee
a) The President and Vice-President(s) shall be recommended by the Committee for endorsement at the Annual General Meeting (see Clause 8).
b) The election of Officers and Members shall take place at the AGM. The period of office for both officers and members shall be three years in the first instance, with the option of up to a further three years if re-elected annually at the AGM. In exceptional circumstances and by unanimous agreement of the Committee a term of office may be extended.
c) Nominations for Officers and Committee members will be sought from all members and must be submitted on a form provided by the Honorary Secretary.
d) Election of Officers and members of the Committee shall be by secret ballot if the number of nominees exceeds the number of vacancies.
e) The Committee shall have the right to declare a postal ballot and voting papers shall then be sent to all members of the Society not less than twenty one days prior to the Annual/ Extraordinary General Meeting. Ballot papers must be returned to the Honorary Secretary not less than seven days prior to that meeting. The Committee may use electronic means of conducting a ballot if deemed practicable.
f) For the purpose of continuity the Chairman and other Officers shall remain in office until the close of the Annual General Meeting at the end of their period of service, and their elected successors shall commence their duties immediately following that Meeting.
8. Annual and Other General Meetings
a) The Society shall hold an Annual General Meeting before the end of May each year to elect/endorse its Officers, Members of Committee, and President and Vice President appointments; to receive reports on the financial standing and performance of the Society; to appoint an Independent Examiner for the coming year and to transact such other business as shall be necessary and appropriate.
b) Notice of the Annual General Meeting together with minutes of the previous such Meeting, notice of any proposed alteration to the Constitution or other motion to be placed before that Meeting and a Financial Statement highlighting the important aspects of the Society’s performance in the preceding financial year (1st January - 31st December) shall be sent by the Honorary Secretary to all members not less than twenty-one days prior to the said Meeting. All members shall be entitled, on request, to a copy of the Trustees’ report.
c) i) Subject to the following provisions of this clause, the 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 alterations proposed.
ii) No amendment may be made to Clause 1 (Name), Clause 2 (Objects), Clause 3 (f) (Dissolution) or this Clause without the prior consent in writing of the Charity Commission.
iii) No amendment may be made which would have the effect of making the Society cease to be a charity at law.
iv) Amendments shall unless otherwise stated take immediate effect after the AGM
v) The Committee shall promptly send to the Charity Commissioners a copy of any amendments made under this Clause.
d) Notice in writing describing any motion (which must be proposed and seconded) to be brought before an Annual General Meeting shall be sent in advance of the meeting to the Honorary Secretary, who will specify the last acceptable date for receipt.
e) An Extraordinary General Meeting shall be called by the Honorary Secretary, at the written request of the Committee or of not less than twenty-four members. The Honorary Secretary shall act within seven days to give at least 21 days’ notice of the said Meeting to all members, and of all motions (which must be proposed and seconded) to be placed before that Meeting.
Signed by: Caroline Peacock
Dated: 24 June 2015