The Constitution

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GeoConservationUK Constitution

  • Adopted 17 June 1999 Revised 4 Sept 1999, 15 Sept 2001, 4 Sept 2004, 31 Oct 2009, 6 Nov 2010, 29 Oct 2011

Contents

Definitions, Aims, Objectives and Powers

  1. The name of The Association formerly known as "The Association of United Kingdom RIGS groups" (UKRIGS) is "GeoConservationUK"
  2. Subject to the matters set out below the Association and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause 7 of this constitution.
  3. The Association will encourage the appreciation, conservation and promotion of what were collectively known as Regionally Important Geological/geomorphological Sites (RIGS), now known as:
    • Local Geological Sites (England),
    • Local Geodiversity Sites (Scotland) and
    • Regionally Important Geodiversity Sites (Wales)

    for education and public benefit through the following objects:

    1. to provide a United Kingdom perspective as the national coordinating body for the geoconservation movement;
    2. to work towards a British Isles perspective including the Republic of Ireland, the Isle of Man and the Channel Islands;
    3. to focus on common purposes and issues and meet the needs of GeoConservation/RIGS groups at every level;
    4. to develop appropriate structures for GeoConservationUK and to promote the movement nationally;
    5. to identify and secure resources to enable member GeoConservation/RIGS groups to work effectively;
    6. to identify and promote standards and systems in nomenclature, recording and documentation;
    7. to implement any national policies and strategies;
    8. to work with other organisations to achieve these objects;
    9. to review these objects from time to time;
  4. In furtherance of the objects but not otherwise the Executive Committee may exercise the following:
    1. 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 law;
    2. power to buy, take on lease or exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
    3. power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Association;
    4. power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects;
    5. power to co-operate with other voluntary bodies, charities and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them;
    6. power to establish or support any associations, charitable trusts or institutions formed for all or any of the objects;
    7. power to appoint and constitute such advisory committees as the Executive Committee may think fit;
    8. power to do all such other lawful things as are necessary for the achievement of the objects.

Membership

  1.  
    1. Full membership of the Association shall be open to any independent United Kingdom GeoConservation/RIGS group which is deemed by the Executive Committee to fully represent the geoconservation organisation in their local area and which has paid an annual subscription laid down from time to time by the Executive Committee. A member group shall appoint an individual to represent it and to vote on its behalf at meetings of the Association, and may appoint a deputy to replace its appointed representative at any meeting of the Association if the appointed representative is unable to attend.
    2. Every full member group shall have one vote provided its subscription is paid-up at the time of voting.
    3. Partner Membership shall be open to key organisations in those parts of the United Kingdom and Ireland where devolved or independent governments have responsibility for planning policies, funding agencies and other duties relating to geoconservation.
      The current key organisations are the Association of Welsh RIGS Groups (AWRG) and the Scottish Geodiversity Forum (SGF). A representative from each of these organisations shall become ex-officio members of the GeoConservationUK Executive Committee, with the duties and responsibilities of elected members, including the power to vote. If the designated representative is unable to attend a meeting a substitute may be sent.
    4. Associate membership shall be open to other individuals and organisations who wish to support the geoconservation movement. Each associate member organisation shall appoint an individual to represent it at meetings of the Association and may appoint a deputy to replace its appointed representative at any meeting of the Association if the appointed representative is unable to attend. Associate members shall not have the power to vote.
    5. The Executive Committee may unanimously and for good reason terminate the membership of any individual group or organisation; provided that the individual group or organisation 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 and that the decision of the executive is ratified by the next AGM of the Association, before a final decision is made.
    6. All subscriptions shall be payable annually in advance of 1st of July each year and should any member's subscription be in arrears three months thereafter, it shall forfeit, at the discretion of the Executive Committee, all rights of membership.

Management

  1. At the Annual General Meeting of the Association the eligible full member groups shall elect from amongst themselves, subject to the provisions of cl.7, an Executive Committee including a Chairman, an Honorary Secretary and an Honorary Treasurer, who shall hold office from the conclusion of that meeting.
  2.  
    1. Every member of the Executive Committee must be
      1. either a nominee of a full member group or a representative of the Association of Welsh RIGS Groups or the Scottish Geodiversity Forum, appointed by those organisations.
      2. aged 18 or over.
    2. The Executive Committee shall consist of no more than 15 members being:
      1. The honorary officers specified in the preceding clause;
      2. Not more than 10 members elected at the Annual General Meeting who shall hold office from the conclusion of that meeting.
      3. One representative from the Association of Welsh RIGS Groups and one from the Scottish Geodiversity Forum.
    3. The Executive Committee may in addition appoint normally no more than 2 co-opted individuals from amongst the eligible member groups but so that no-one may be appointed as a co-opted member of the Executive Committee if; as a result, more than one third of the members of the Executive Committee would be co-opted members.
    4. All elected members of the Executive Committee shall retire from office at the end of the third Annual General Meeting after the date on which they came into office, but they may be re-elected or re-appointed
    5. The proceedings of the Executive Committee shall not be invalidated by any vacancy among their numbers or by any failure to appoint or any defect in the appointment or qualification of a member.
  3. 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 and administering his or her own affairs;
    2. is absent without good reason from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
    3. notifies to the Executive Committee a wish to resign ( but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
  4. No member of the Executive Committee shall acquire any personal or financial interest in property belonging to the Association (otherwise than as a trustee of the Association) or receive remuneration (except at the discretion of the Executive Committee) or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
  5.  
    1. The Executive Committee shall normally hold at least three ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Executive Committee upon not less than 4 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 at 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 who are not co-opted members are present at a meeting.
    4. Every matter shall be determined by a majority of votes of the members of the Executive Committee 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, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
    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 sub-committees consisting of three or more members of the Executive Committee with in addition up to two other experts 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 sub-committee shall be fully and promptly reported to the Executive Committee.
  6.  
    1. The funds of the Association, including all donations and bequests, shall be paid into an account operated by the Executive Committee in the name of the Association at such bank or building society as the Executive Committee shall from time to time decide. All cheques drawn on the account must be authorised by at least two members of the Executive Committee one of whom must be the Honorary Treasurer.
    2. The funds of the Association shall be applied only in furthering the objects of the Association.
    3. The Honorary Secretary or individual acting as Membership Secretary may be delegated to receive monies on behalf of the Honorary Treasurer.
  7.  
    1. Subject to the provisions of sub-clause (b) of this clause, the Executive Committee shall cause the title to:
      1. all land held by or in trust for the Association;
      2. all investments held by or on behalf of the Association;

      to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with 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 its members.

    2. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Association, the Executive Committee may permit any investments held by or in trust for the Association to be held in the name of a clearing bank, 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 a nominee reasonable and proper remuneration for acting as such.
  8. The Executive Committee shall have obligations with regard to;
    1. the keeping of accounting records for the Association;
    2. the preparation of annual statements of account for the Association;
    3. the auditing or independent examination of the statements of account of the Association.

Conduct of General Meetings

  1.  
    1. There shall be an Annual General Meeting of the Association which shall be held in the month of September in each year or as soon as practicable thereafter.
    2.  
      1. Every Annual General Meeting shall be called by the Executive Committee. The Honorary Secretary shall give at least 21 days notice of the agenda of the Annual General Meeting to all the members of the Association.
      2. All members of GeoConservation/RIGS groups/organisations shall be entitled to attend general meetings but only the appointed representative of each eligible group may vote.
    3. Before any other business is transacted at the Annual General Meeting the full members present shall appoint a Chairman of the meeting.
    4. The Executive Committee shall present to each Annual General Meeting the report and accounts of the Association for the preceding year.
    5. Nominations for election to the Executive Committee must be made by full members of the Association in writing and must be in the hands of the Honorary Secretary of the Association at least 28 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot. Nominees must be proposed by their own GeoConservation/RIGS group and seconded by a separate full member group. No full member group may propose more than two nominations for election to the Executive Committee in any one year.
    6. The Executive Committee and all full member groups may submit motions to be included in the agenda of the Annual General Meeting. Such motions must be received by the Honorary Secretary of Association at least 28 days prior to the date of the Annual General Meeting.
  2. The Executive Committee may call a Special General Meeting of the Association at any time. If at least one third of the full members of the Association for the time being request such a meeting in writing stating the business to be considered the Honorary Secretary shall call such a meeting. At least 21 days' notice of the agenda must be given. The notice must state the business to be discussed.
  3.  
    1. The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Association.
    2. There shall be a quorum when at least one third of the number of eligible full members of the Association for the time being is present at any general meeting.
  4. Any notice required to be served on any member of the Association shall be in writing and shall be served by the Honorary Secretary or the Executive Committee on any member by sending it through the post in a prepaid letter addressed to such member at the last known nominated address in the United Kingdom.
  5. The Constitution may be altered by a resolution passed by not less than two thirds of the full members present and voting at a general meeting. Amendments can only be submitted by member groups and the Executive Committee and must have been approved, and so minuted, as part of their general business The notice of the general meeting must include notice of the resolution, setting out the terms of the adoption proposed.
  6. If the Executive Committee decides that it is necessary or advisable to dissolve the Association it shall call a Special General Meeting of all eligible full members of the Association, 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 Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the Association as the full members of the Association may determine or failing that shall be applied for some other similar purpose.

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