Adopted on the 16th day of July 1994 as amended on the 26th day of April 2003
The name of the Association is The Jane Austen Society (“the Charity”)
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee constituted by clause G of the constitution (“the Executive Committee”).
The Charity’s objects (“the objects”) are to promote the advancement of education for the public benefit of the life and works of Jane Austen and the Austen family, in particular by publications or any other means that the Trustees may deem appropriate.
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
power to pay from the funds of the Charity the premiums for trustees’ liability insurance;
power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
power to appoint and constitute such advisory committees as the Executive Committee may think fit;
power to do all such other lawful things as are necessary for the achievement of the objects.
Membership of the Charity shall be open to:
individuals who are interested in furthering the work of the Charity and who have paid any annual or life subscription laid down from time to time by the Executive Committee and
any body corporate or unincorporated association which is interested in furthering the Charity’s work and has paid any annual subscription (any such body being called in this constitution a “member organisation”).
Every member shall have one vote.
Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity; and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.
Each member organisation shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.
The Executive Committee shall have the power to appoint honorary members for life, without payment of subscriptions, in recognition of service to the Society’s interests.
The Executive Committee may for good reason terminate the membership of any individual or member organisation: provided that the individual concerned or the appointed representative of the member organisation 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.
By means of a postal ballot, the members of the Charity shall elect from amongst themselves a chairman, a vice-chairman, a secretary and a treasurer, who shall hold office from the conclusion of the Annual General Meeting for a period of 5 years.
In the event of an honorary officer ceasing to hold office before the conclusion of the period of five years, the Executive Committee shall have the power to make an immediate appointment of a successor, subject to confirmation in office by vote of the membership present at the subsequent Annual General Meeting.
The Executive Committee shall invite a person to serve as President.
The Executive Committee shall invite persons with a distinguished association with Jane Austen or with the Jane Austen Society to accept the office of Vice- President of which there may be more than one.
The Executive Committee shall consist of not less than 10 members nor more than 17 members being:
the honorary officers specified in the preceding clause F (1)
not less than 6 and not more than 13 members elected by means of a postal ballot of the members of the Charity, who shall hold office from the conclusion of the Annual General Meeting for a period of 5 years
At the discretion of the Executive Committee, an election may be called to fill vacancies on the said Committee as and when they occur.
Nominations for election for the Executive Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Executive Committee within three months of the despatch of the notice of vacancies. Should nominations exceed vacancies, election shall be by ballot.
The Executive Committee may in addition appoint not more than 4 co-opted members but so that no-one may be appointed as a co-opted member if as a result more than one-third of the members of the Executive Committee would be coopted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause J(1) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.
Members of the Executive Committee shall retire from office at the end of the Annual General Meeting next after the period of 5 years when they came into office, but they may be re-elected or re-appointed.
Co-opted members are members of the Executive Committee but have no voting rights. The period of office for co-opted members shall be no longer than 5 years.
The proceedings of the Executive Committee shall not be invalidated by any vacancy among their members or by any failure to appoint or any defect in the appointment or qualification of a member.
Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provision of the following clause.
No person shall be entitled to act as a member of the Executive Committee whether on a first or any subsequent entry into office until after signing the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.
The Executive Committee shall direct the policy and general management of the affairs of the Charity.
Determination of Membership of Executive Committee
A member of the Executive Committee shall cease to hold office if or when he or she:
is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of the provision);
becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
is absent without the permission of the Executive Committee from two consecutive business meetings, and the Executive Committee resolve that his or her office be vacated; or
notifies to the Executive Committee a wish to resign, (but only if at least three elected members of the Executive Committee will remain in office when the notice of resignation is to take effect).
Executive Committee Members not to be personally interested
No member of the Executive Committee shall acquire an interest in property belonging to the Charity (otherwise than as a trustee of the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
Meetings and proceedings of the Executive Committee
The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two elected members of the Executive Committee upon not less than 21 days’ notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.
The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the vice-chairman shall act as chairman. If the vice-chairman is also absent, the elected members of the Executive Committee present shall choose one of their members to be chairman of the meeting before any other business is transacted.
There shall be a quorum when at least one third of the number of elected members of the Executive Committee for the time being or three elected members of the Executive Committee, whichever is the greater, are present at a meeting. In the event that there is no quorum, the meeting shall be postponed by seven days (or whatever period is convenient) at which postponed meeting business will be transacted whether or not a quorum exists.
Every matter shall be determined by a majority of votes of the elected 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.
The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
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.
The Executive Committee may appoint one or more sub-committee consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such subcommittees shall be fully and promptly recorded and reported to the Executive Committee.
Receipts and Expenditure
The funds of the Charity, including all donations, contributions and bequests shall be paid into an account by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
The funds belonging to the Charity shall be applied only in furthering the objects, and funds may be applied in good faith to pay employees or out of pocket expenses.
Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:
all land held by or in trust for the Charity which is not vested in the Official Custodian for Charities; and
all investments and other property held by or on behalf of the Charity:
to be invested in either a corporation entitled to act as custodian trustee or in not less than three individuals appointed by the Executive Committee as holding trustees. Holding trustees may be removed by the Executive Committee at their discretion, and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of the members of the Executive Committee.
The holding trustees hereby indemnify the members of the Executive Committee against all actions claims demands costs liabilities in respect of any omission or default of the holding trustees unless as a result of any direction of the Executive Committee.
If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Charity, the Executive Committee may permit any investments held by or in trust for the Charity to be held in the name of a clearing bank, a building society with trustee status, a trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee and may pay such nominee reasonable and proper remuneration for acting as such.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
the keeping of accounting records for the Charity
the preparation of annual statements of accounts for the Charity
the auditing or independent examination of the statements of account of the Charity; and
the transmission of the statements of account of the Charity to the Commissioners.
The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.
The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.
Annual General Meeting
There shall be an annual general meeting of the Charity which shall be held in the month of July in each year or as soon as practicable thereafter.
Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days’ notice of the Annual General Meeting to all the members of the Charity. All the members of the Charity shall be entitled to attend and vote at the meeting.
Before any other business is transacted at the first Annual General Meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if he or she is not present before any other business is transacted, the persons present shall appoint a chairman of the meeting.
The Executive Committee shall present to each Annual General Meeting the report and accounts of the Charity for the preceding year.
If at least ten members request in writing that a particular item of business be raised, discussed and voted on, then that item shall be added to the Agenda, provided such notice is received not less than 21 days prior to the date of the Annual General Meeting.
Special General Meetings
The Executive Committee may call a special general meeting of the Charity at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.
Procedure at General Meetings
The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.
There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present in person or by letter of proxy, at any general meeting.
Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary of the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address, and any letter so sent be deemed to have been received within 21 days of posting.
Alterations to the Constitution
Subject to the following provisions of this clause the Constitution may be altered by a resolution circulated by means of a postal ballot and passed by not less than two-thirds of the votes cast within a three-month period.
No amendment may be made to clause A (the name of the Charity clause), clause C (the objects clause), clause I (Executive Committee members not to be personally interested clause), clause U (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
The Executive Committee should promptly send to the Commissioners a copy of any amendment made under this clause.
If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee 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. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commissioners.
The Charity shall be governed by the Charities Acts 1960 to 1993 and any subsequent amendments or re-enactments. Any definitions in this constitution shall be definitions in accordance with the Charities Acts.
This constitution as amended on 26 April 2003 supersedes the previous constitution approved at the Annual General Meeting held on the 16th July 1994. Nothing in this constitution shall be deemed to have dissolved the Jane Austen Society under the previous constitution and any annual or life membership, contracts, agreements or arrangements subsisting under the previous constitution shall and shall be deemed to continue under the new constitution.
Any land investments or other Property held or owned by the Trustees from time to time of the Jane Austen Society under the previous constitution shall and shall be deemed to continue to be held or owned under the new constitution and in accordance with Clause L.
This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.