Constitution
Welsh Ornithological Society | Cymdeithas Adaryddol Cymru |
1. Name
The name of the society is Welsh Ornithological Society (Cymdeithas
Adaryddol Cymru) (‘the Society’).
2. Objects
2.1 The objects for which the Society is established are:
2.1.1 To promote the conservation of wild birds in Wales;
2.1.2 To advance education and study of all aspects of birds in Wales;
2.1.3 To promote and publish results of research into birds in Wales;
3. Powers
3.1 To work in partnership with any other organisations that support these objects;
3.2 To co-ordinate at an all-Wales level ornithological activities; and
3.3 To seek to represent all ornithological societies / bird clubs in Wales at an all-Wales level.
3.4 In furtherance of the objects the Society may:
3.4.1 Prepare and publish, on paper or electronically, information about the Society, the
Welsh Bird Report and papers of Welsh Ornithological interest.
3.4.2 Maintain and publish the list of birds in Wales.
3.4.3 Assist and encourage the network of County Bird Recorders in Wales so as to
achieve and to sustain a high and unified standard of bird recording in Wales.
3.4.4 Hold regular conferences.
3.4.5 Co-operate with other organisations working on the study and conservation of wild
birds and other wildlife in Wales.
3.4.6 Invest assets of the Society not immediately required for such objects in or on such
investments securities or property as may be thought fit and ethical, subject
nevertheless to such conditions as may be imposed or required by law.
3.4.7 Carry out any other legal activity deemed suitable by council.
4. Membership
4.1 Full membership of the Society shall be open to:
4.1.1 individuals of up to and including 25 years of age, at a discounted rate, to have access to electronic versions of publications only;
4.1.2 those 26 years old and older (including one or two people at one address);
4.1.3 ornithological, wildlife or conservation societies (‘affiliated members’); and
4.1.4 other organisations, whether corporate or unincorporated and ineligible to join the Society
as affiliate members (‘corporate members’).
4.2 All such members in clauses 4.1.1 to 4.1.4, above, are liable to pay the annual subscription
laid down by the Council (see below). A member whose subscription is not fully paid after a
second reminder shall cease to be a member of the Society.
4.3 Council may award honorary membership to any people it may consider appropriate.
5. President
5.1 The Society shall have an honorary President who shall be elected and stand for an initial
term of five years. The President will be eligible to stand for re-election.
5.2 Nominations for President must be made by individual members of the Society in writing
and must be in the hands of the Secretary at least 28 days before the Annual General
Meeting.
5.3 The President may attend meetings of Council and be able to vote on matters to be
decided.
6. Nominations of Honorary Officers and Council Members
6.1 Only individual members of the Society shall be eligible to serve as honorary officers or
members of the council;
6.2 Nominations for honorary officers or members of the Council must be made by individual
members of the Society in writing and must be in the hands of the secretary at least 28
days before the Annual General Meeting. Should nominations exceed vacancies the
election of officers and ordinary members of Council will be by ballot at the Annual General
Meeting.
7. Council
The Council shall consist of not less than eight and not more than twelve elected members
(who shall act as trustees of the Society) and not including the President, elected at the
annual general meeting and shall include:
7.1.1 a Chair, Vice Chair, Treasurer, Secretary, Membership Secretary and such other honorary
officers as the Society shall from time to time decide, who shall hold office for five years
from the conclusion of the meeting.
7.1.2 Only paid up members of the Society may be elected to be a member of Council.
Welsh Ornithological Society, Constitution, Nov 2016, page 3 of 6
7.1.3 All members of Council shall be in post for five years.
7.1.4 All members of Council shall be eligible for re-election at the end of their first term in office.
7.1.5 Any member of Council who has been in office for a total of ten years must stand down for
at least one year before becoming eligible, again, for election.
7.1.6 The honorary officers shall be, ex officio, members of the Council and any other committee
of the Society.
7.1.7 Council has the power to co-opt additional members of Council.
7.1.8 Council may invite representatives of organisations supportive of the objects of the Society
to attend Council meetings.
7.1.9 The Council shall have the power between Annual General Meetings to fill any vacancy on
the Council (in 7 above) and that person (who shall be a paid up member of the Society)
can by co-opted with power to vote until the next Annual General Meeting.
7.2 The Council shall meet not less than three times a year.
7.3 If a member of Council misses three consecutive Council meetings that member will be
assumed to have resigned.
7.4 The Council may appoint special or standing committees as may be deemed necessary.
7.4.1 Standing or special committees of Council shall have their terms of reference and
composition determined by the Council. All members of such committees must be members
of the Society. The Chairs of any such committees shall be appointed by Council and shall:
– ensure the committee meetings are minuted;
– attend Council meetings as required;
– present reports on the progress of the committee business and provide a copy of the
committee minutes to the Council Secretary; and
– work within any budget set by Council.
7.5 Employees of the Society are eligible to be members of the Society but may not be
members of the Council or a committee appointed by the Council under its powers in
clauses 7.4 and 7.4.1.
7.6 The Council shall determine the level of subscription for the different types of membership,
any changes to be agreed at an annual general meeting.
8. Meetings of the Society
8.1 There shall be an Annual General Meeting held once within each calendar year and not
more than 15 months since the preceding Annual General Meeting. At least 21 days notice
shall be given in writing or electronically to every member. At such annual general meeting
the business shall include:
– reports on work done by the officers in the preceding year;
– election of honorary officers (when needed);
– election of other members of Council (when needed); and
– appointment of auditors.
8.2 A special general meeting may be requested subject to the following conditions (8.2.1 and
8.2.2):
8.2.1 12 paid up members, whether individual, family or representative, give the reason for the
request to the Secretary.
8.2.2 The Chair using her/his discretion may request such a meeting.
8.2.3 The Secretary will give notice of such a meeting within 21 days of its request being
received.
9. Rules of procedure at all Meetings
9.1 Quorum
9.1.1 The quorum at a general meeting of the Society shall be one tenth of the number of
members of the Society for the time being or twenty members of the Society whichever is
the greater.
9.1.2 The quorum at a meeting of the Council or Committee appointed under Clause 7 shall be
one third of the total number of members of the Council or Committee for the time being as
the case may be, or three members of the Council or Committee whichever is the greater.
9.2. Voting
9.2.1 Save as otherwise provided, all questions arising at any meeting shall be decided by a
simple majority of those present and entitled to vote.
9.2.2 Arrangements for proxy voting may from time to time be made by the Council provided that
no such arrangements shall be made with regard to clauses 11 and 12.
9.2.3 All ordinary and family (except any junior members) may have one vote each. All affiliate
members may have one vote per organisation. In case of an equality of votes the Chairman
of the meeting shall have a second or casting vote.
9.3. Minutes
Minutes shall be kept by the Council and all committees, and the appropriate Secretary
shall maintain a file of minutes as a record of all proceedings and resolutions.
9.4. Standing Orders and Rules
The council shall have power to adopt and issue standing orders and/or rules for the
Society. Such standing orders and/or rules shall come into operation immediately provided
that they shall be subject to review by the Society in general meeting and shall not be
inconsistent with the provisions of this Constitution.
10. Finance
10.1 All money raised by or on behalf of the Society shall be applied to further the objects of the
Society and for no other purpose provided that nothing contained in this Constitution shall
prevent the payment in good faith of reasonable and proper out of pocket expenses to any
member of the Council.
10.2 The Treasurer shall keep proper account of the finances of the Society;
10.3 The accounts shall be audited at least once a year by the auditor or auditors or
independent examiner appointed at the Annual General meeting;
10.4 An audited statement of the accounts for the last financial year shall be submitted by the
Council to the Annual General Meeting;
10.5 A banking account shall be opened in the name of the Society with a bank or building
society as the Council shall from time to time decide. The Council shall authorise in writing
the Treasurer, the Secretary and two members of the Council to sign cheques on behalf of
the Society. All cheques must be signed by not less than two of the four authorised
signatories.
11. Alterations to the Constitution
11.1 Any suggested alterations to this Constitution must be submitted to the Secretary not less
than 28 clear days before the general meeting at which they could be discussed.
11.2 The Secretary must send to each member of the Society, electronically or by post, the
terms of any suggested alteration.
11.3 No suggested alteration can be allowed or distributed if it would have the effect of causing
the Society to cease to be a charity at law.
11.4 No alteration should be made which would have the effect of causing the Society to cease
to be a charity at law provided further that no amendment may be made to Clause 2 –
Objects, Clause 11 – Dissolution, and this clause, without the prior written consent of the
Charity Commission.
11.5 Any suggested alteration to this Constitution shall be proposed at the general meeting
called for this purpose by the person making the proposal. Otherwise, the suggested
alteration is deemed not to have been put.
11.6 Any suggested alteration to this Constitution shall receive the assent of not less than two-thirds of the full members of the Society, whether individual or representative, present and
voting at general meeting called for this purpose.
12. Dissolution
12.1 If the council by a simple majority decides at any time that on the ground of expense or
otherwise it is necessary or advisable to dissolve the Society, it shall call a meeting of all
members of the Society who have the power to vote or which meeting not less than 21
days notice (stating the terms of the resolution to be proposed) shall be given.
12.2 If such decision shall be confirmed by a simple majority of those present and voting at such
meeting the Council shall have power to dispose of 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 Council may determine.
12.3 For the avoidance of doubt, similar objects include the study and conservation of nature
and institutions to which assets may be dispersed include the National Museum of Wales
(records and minutes), county wildlife trusts under the auspices of the Royal Society of
Wildlife Trusts and ornithological societies
13. Notices
Any notices may be served by the Secretary or any member either personally or by its
appointed representative as the case may be, or by sending it through the post in a prepaid
letter addressed to such member at his, her or its last known address on the Society’s
database, and any letter so sent shall be deemed to have been received within 10 days of
posting.
14. Interpretation
For the interpretation of this constitution, the Interpretation Act 1978 shall apply as it applies
to the interpretation of an Act of Parliament.