Brighton Society : Constitution (5.8mb)


The name of the charity shall be The Brighton Society.

The charity is established for the public benefit for the following purposes in the area comprising the City of Brighton & Hove (“the city”) and its immediate surroundings:

(i) to stimulate public interest in the area;
(ii) to promote high standards of planning, architecture and design in the area
(iii) to preserve, protect and improve features of the urban and natural environment of historic or public interest in the area.

The charity shall be managed by a committee formed of trustees who are appointed at the Annual General Meeting (AGM) of the charity. All trustees must be members of the charity and must reside or work in the city.

A trustee shall cease to hold office if he/she ceases to be a member of the charity; is disqualified by law; becomes incapable of managing his/her own affairs; resigns by written notice to the charity; or is absent without the consent of the trustees from all their meetings in a period of 6 consecutive months and the trustees resolve that the office be vacated.

In order to carry out the purposes of the charity, the trustees have the power to:

(i) raise funds, receive grants and donations;
(ii) apply funds to carry out the work of the charity;
(iii) co-operate with and support other charities, organisations and persons with similar purposes;
(iv) do anything which is lawful and necessary to achieve the purposes.

a) The charity shall have a membership. People aged 18 and over, and organisations which support the work of the charity, may apply to the trustees to become a member. Once accepted by the trustees, all members shall pay an annual subscription, due on 1 April in each year. Organisations may nominate one person to vote on their behalf, and the nominated person shall be counted in the quorum. The trustees will keep an up-to-date membership list.

b) The trustees may remove a person’s membership if they believe it is in the best interests of the charity. A resolution to remove a member from membership may be passed only if:

(i) the member has been given at least 21 days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed;
(ii) the member has been informed of his/her right to be heard by the trustees before the decision is made. The member may be accompanied by a friend.

(i) The subscription shall be such reasonable sum or sums as the trustees may from time to time decide. The trustees may set different subscription rates for different groups of members.
(ii) Membership will cease as soon as the annual subscription is more than 6 months overdue.
(iii) The subscription of a member joining the charity in the 3 months preceding 1 April in any year shall be regarded as including membership for the charity’s year beginning on 1 April following the date of joining the charity.

(i) The AGM must be held every year, in June or July, with 14 days’ notice given to all members telling them what is on the agenda. Minutes must be kept of the AGM.
(ii) There must be at least 12 members present at the AGM.
(iii) Every member has one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
(iv) The trustees shall present the annual report and accounts.
(v) Any member who resides or works in the city and who is not disqualified from being a trustee may stand for election as a trustee. The member must be proposed and seconded by members, and must confirm his/her willingness to be appointed. Proposals for election must be received by the Secretary at least 5 days before the AGM.
(vi) A President and Vice-Presidents may be elected for periods to be decided at the AGM. They may attend trustee committee meetings but may not vote.
(vii) Members shall elect, by simple majority of those present and voting, between 5 and 11 trustees to serve for the next year. Trustees will retire at the next AGM but may stand for re-election. Nominees for election as trustees shall declare at the AGM at which their election is to be considered any financial or professional interest known or likely to be of concern to the charity. Elections may be by show of hands or by secret ballot as the trustees shall decide.

(i) Trustees must hold at least 6 meetings each year at intervals of not more than 2 months. At their first meeting after the AGM they will elect a chair, treasurer and secretary.
(ii) Trustees may act by majority decision of those present and entitled to vote. In the event of an equality in the votes cast, the chairman shall have a second or casting vote.
(iii) At least 3 trustees must be present at the meeting to be able to take decisions. Minutes shall be kept for every meeting.
(iv) If a trustee has a conflict of interest, directly or indirectly, over any item discussed by the trustee committee, he/she must declare it and leave the meeting while it is being discussed or decided.
(v) During the year, the trustees may appoint up to 2 additional trustees. They will stand down at the next AGM.
(vi) The trustees may co-opt members resident inside or outside the city who will attend meetings in an advisory capacity and who will not be trustees and will not have a vote.
(vii) The trustees may delegate any of their powers or functions to a working group of two or more trustees but the terms of any such delegation must be recorded in the minute book. Such groups may include a minority of members who are not trustees. Minutes must be kept of all working group meetings.
(viii) The trustees may make reasonable additional rules to help run the charity. These rules must not conflict with this Constitution or the law.

(i) Money and property must be used only for the charity’s purposes.
(ii) Trustees must keep accounts. The most recent annual accounts can be seen by anybody on request.
(iii) Trustees cannot receive any money or property from the charity except to refund reasonable out of pocket expenses.
(iv) Money must be held in the charity’s bank account. All cheques must be signed by 2 trustees.
(v) The charity shall be bound to indemnify the trustees in the proper execution of their duties and liability under such indemnity shall be a proper administrative expense.

(i) If the trustees consider it is necessary to change the Constitution, or wind up the charity, they must propose it at the AGM or call a General Meeting so that the membership can make the decision. Trustees must also call a General Meeting if they receive a written request signed by 15 members stating the business to be conducted. The trustees may call a General Meeting to consult the membership about any aspect of the charity’s business. All members must be given 14 days’ notice and told the reason for the meeting.

(ii) A decision to change the Constitution or wind up the charity requires a two-thirds majority of the members present and voting. Other decisions require a simple majority of those present and voting. Minutes must be kept.

(iii) Winding Up: Any money or property remaining after payment of debts must be given to a charity with similar objects to this one chosen by the trustees and approved by the meeting at which the winding up is proposed. The charity’s minutes books and its other records shall be deposited with East Sussex County Records Office or such other similar body as the trustees shall decide.

(iv) Changes to the Constitution: No change can be made that would make the organisation no longer a charity.

Any notice required to be given by this Constitution shall be deemed to have been duly given if left at, or sent by prepaid post or by email to the address of that member last notified to the Secretary. Postal notices will be sent by second class post and will be deemed to have been served on the third day after posting.