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The Evelyn Waugh Society
Constitution
A.) Name
The name of the association is The Evelyn Waugh Society ("the
Society").
B.) Administration
The Society and its property shall be administered in accordance with
this Constitution by the members of the Executive Committee, chosen
according to Clauses F and G of this Constitution.
C.) Object
The Object of the Society shall be to advance, for the public benefit,
research and interest in the life and works of the English author Evelyn
Waugh (1903-1966).
This Object shall be achieved by:
1.) facilitating, supporting, and undertaking appropriate research;
2.) promoting and undertaking relevant conferences;
3.) and other such related purposes as the Executive Committee may from
time to time decide.
D.) Powers
In furtherance of the Object, the Executive Committee may exercise the
following powers:
1.) power to raise funds and to invite and receive contributions;
2.) power to buy, take on lease or in exchange any property necessary
for the achievement of the Object and to maintain and equip it for use;
3.) power subject to any consents required by the law to sell, lease,
or dispose of all or any part of the property of the Society;
4.) power subject to any consents required by law to borrow money and
to charge all or any part of the property of the Society with repayment of
the money so borrowed;
5.) power to employ such staff (who shall not be members of the
Executive Committee) as are necessary for the proper pursuit of the
Object;
6.) power to pay from the funds of the Society the premiums for
liability insurance;
7.) power to cooperate with other societies, charities, voluntary
bodies, and statutory authorities operating in furtherance of the Object
or of similar purposes and to exchange information and advice with them;
8.) power to establish or support any charitable trusts, associations
or institutions formed for the Object;
9.) power to appoint and constitute such advisory committees as the
Executive Committee may think fit;
10.) power to do all such other lawful things as are necessary for the
achievement of the Object.
E.) Membership
1.) Membership of the Society shall be open to:
a.) individuals (over the age of 18 [eighteen] years) who are
interested in furthering the work of the Society and who have paid any
annual subscription laid down from time to time by the Executive
Committee, and
b.) any body corporate or unincorporated association which is
interested in furthering the Society’s work and has paid any annual
subscription laid down from time to time by the Executive Committee
(any such body being called in this Constitution a "Member
Organization").
2.) Every member shall have one vote.
3.) Each Member Organization shall appoint an individual to represent
it and to vote on its behalf at conferences of the Society and may appoint
an alternate to replace its appointed representative at any conference of
the Society if the appointed representative is unable to attend.
4.) Each Member Organization shall notify the Secretary of the Society
of the name of the representative appointed by it and of any alternate. If
the representative or alternate resigns from or otherwise leaves the
Member Organization, he or she shall forthwith cease to be the
representative of the Member Organization.
5.) The Executive Committee may unanimously and for good reason
terminate the membership of any individual or Member Organization,
provided that the individual concerned or the appointed representative of
the Member Organization concerned (as the case may be) shall have the
right to be heard by the Executive Committee, accompanied by a friend,
before a final decision is made.
6.) On the recommendation of the Executive Committee, the Society may
be invited to approve the appointment of Honorary Lifetime Members in
recognition of their achievements and contributions.
F.) Officers
1.) At the Conference of the Society, the members shall elect from
amongst themselves a Chairman, a Secretary and a Treasurer, who shall hold
office from the conclusion of that Conference.
2.) On the recommendation of the Executive Committee, the Conference
may be invited to approve the appointment of an honorary Patron who shall
usually be a person of major significance in the life or work of Evelyn
Waugh. The appointment of Patron shall normally be for an indefinite
period.
3.) On the recommendation of the Executive Committee, the Conference
may be invited to approve the appointment of an honorary President who
shall usually be a person of some standing in the literary world. The term
of office of the President shall normally be 3 (three) years but may be
extended subject to the approval of the Conference.
4.) On the recommendation of the Executive Committee, the Conference
may be invited to approve the appointment of honorary Vice Presidents.
This title may be conferred on an individual in recognition of exceptional
service to the Society or otherwise to the furtherance of the Society’s
Object. The term of office of the Vice President shall normally be 3
(three) years but may be extended subject to the approval of the
Conference. There shall be no more than 5 (five) Vice Presidents at any
time.
G.) Executive Committee
1.) The Executive Committee shall consist of not fewer than 3 (three)
members nor more than 10 (ten) members, including the Chairman, Secretary
and Treasurer, plus the Patron, President and Vice Presidents.
2.) The Chairman, Secretary and Treasurer shall retire from office
together at the end of the Conference next after the date on which they
came into office, but they may be re-elected or re-appointed.
3.) The proceedings of the Executive Committee shall not be invalidated
by any vacancy among their number or by any failure to appoint or any
defect in the appointment or qualification of a member.
H.) Determination of Membership of the Executive Committee
A member of the Executive Committee shall cease to hold office if he or
she:
1.) becomes incapable by reason of mental disorder, illness or injury
of managing his or her own affairs; or
2.) notifies the Executive Committee that he or she wishes to resign.
I.) Executive Committee Members Not To Be Personally Interested
No member of the Executive Committee shall acquire any interest in
property belonging to the Society (otherwise than as a trustee for the
Society) or receive remuneration or be interested (otherwise than as a
member of the Executive Committee) in any contract entered into by the
Executive Committee.
J.) Meetings and Proceedings of the Executive Committee
1.) The Executive Committee shall meet whenever feasible. A special meeting
may be called at any time by the Chairman or by any 2 (two) members of the
Executive Committee upon not fewer than 30 (thirty) days’ notice being
given to the other members of the Executive Committee of the matters to be
discussed.
2.) The Chairman shall act as chairman of the meetings of the Executive
Committee. If the Chairman is absent from any meeting, the members of the
Executive Committee present shall choose one of their number to be
chairman of the meeting before any other business is transacted.
3.) There shall be a quorum when at least three members of the
Executive Committee are present at a meeting.
4.) Every matter shall be determined by a majority of votes of the
members of the Executive Committee present and voting on the question, but
in the case of equality of votes the chairman of the meeting shall have a
second or casting vote.
5.) The Executive Committee shall keep minutes of the proceedings at
meetings of the Executive Committee and any subcommittee.
6.) The Executive Committee may from time to time make and alter rules
for the conduct of their business, the summoning and conduct of their
meetings and the custody of documents. No rule may be made which is
inconsistent with this Constitution.
7.) The Executive Committee may appoint one or more subcommittees for
the purpose of making any inquiry or supervising or performing any
function which in the opinion of the Executive Committee would be more
conveniently undertaken by a subcommittee, provided that all acts and
proceedings of any such subcommittee shall be fully and promptly reported
to the Executive Committee.
K.) Receipts and Expenditures
1.) The funds of the Society, including all donations, contributions
and bequests, shall be paid into an account operated by the Executive
Committee in the name of the Society at such bank as the Executive
Committee shall from time to time decide.
2.) The funds belonging to the Society shall be applied only in
furthering the Object of the Society.
L.) Conference
1.) There shall be a Conference of the Society held whenever feasible.
2.) Every Conference shall be called by the Executive Committee. The
Secretary shall give at least 90 (ninety) days’ notice of the Conference
to all members of the Society. All members of the Society shall be
entitled to attend and vote at the Conference.
3.) The Chairman of the Society shall be the chairman of the
Conference, but if he or she is not present, before any other business is
transacted, the persons present shall appoint a chairman of the
Conference.
4.) The Executive Committee shall present to each Conference the report
and accounts of the Society for the preceding years.
5.) Nominations for election to the Executive Committee must be made by
members of the Society in writing and must be in the hands of the
Secretary of the Executive Committee at least 30 (thirty) days before the
Conference. Should nominations exceed vacancies, election shall be by
ballot.
6.) All voting shall be by a show of hands or, if demanded, by ballot,
with a requirement for a simple majority. In the event of a tied vote, the
chairman of the Conference shall have a second or casting vote.
7.) Notwithstanding the above clause, the Executive Committee shall
have the powers to arrange for members to vote by proxy at any Conference.
M.) Special Conferences
The Executive Committee may call a Special Conference of the Society at
any time. If at least 10 (ten) members request such a conference in
writing stating the business to be considered, the Secretary shall call
such a conference. At least 30 (thirty) days’ notice must be given. The
notice must state the business to be discussed.
N.) Procedure at Conferences
1.) The Secretary or other person specially appointed by the Executive
Committee shall keep a full record of proceedings at every Conference of
the Society.
2.) There shall be a quorum when at least one tenth of the number of
members of the Society for the time being or 10 (ten) members of the
Society, whichever is the greater, are present at any Conference or have
submitted valid votes by proxy (if such be in force).
3.) Should there be no quorum at any Conference, then the Conference
shall be rearranged for a later date.
O.) Notices
Any notice required to be served on any member of the Society shall be
in writing and shall be served by the Secretary or the Executive
Committee. Notice may be served in person or by mail or e-mail to the
member at his or her last known address.
P.) Alterations to the Constitution
The Constitution may be altered by a resolution passed by not less than
two thirds of the members present and voting, or voting by proxy (if such
be in force), at a Conference. The notice of the Conference must include
notice of the resolution, setting out the terms of the alteration
proposed.
Q.) Dissolution
If the Executive Committee decides that it is necessary or advisable to
dissolve the Society, they shall call a Conference of all members of the
Society. The Executive Committee shall give at least 30 (thirty) days’
notice of such a conference, which notice shall state the terms of the
resolution to be proposed. If the proposal is confirmed by a two-thirds
majority of those present and voting, or voting by proxy (if such be in
force), the Executive Committee shall have power to realize 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 Object of the Society as the members of the Society
may determine or, failing that, shall be applied to some other charitable
purpose. |