The Constitution of the FDCA
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Constitution of the Friends of Dundee City Archives.
CONSTITUTION
(revised 29th May 2021)
1. NAME
The name of the Society shall be Friends of Dundee City Archives. It is herein referred to as "the Society".
2. OBJECT
The Object of the Society is the education of the public by promotion, support, assistance and improvement of the Dundee City Archives through the activity of a group of Friends. The Society shall have power to:-
(a) encourage, promote and assist in the formation and development of a group of Friends of Dundee City Archives.
(b) support the charitable purpose of the Dundee City Archives and encourage the development of their facilities.
(c) appoint representatives and delegates to any other bodies with whom the Friends of Dundee City Archives may be concerned.
(d) engage in and co-ordinate voluntary assistance, publishing, education, advertising, fund raising for specific acquisitions, and any other work for the furtherance of the above object providing that no activities of a permanent trading nature shall be undertaken by the Society.
(e) take any other lawful action to promote the said object.
3. MEMBERSHIP
Membership shall be open to all who support the object of the Society and who have paid the current annual subscription. Subject to the payment of their subscriptions, they shall enjoy the privileges of the Society with power to vote.
4. HONORARY PRESIDENTS
The Society may have one or more Honorary Presidents at the invitation of the Committee, to be approved at the next Annual General Meeting.
5. COMMITTEE
(a) The Committee shall consist of the following Office-bearers and Members: the Chair, the Vice-Chair, the Secretary, the Treasurer, the Editor and four Ordinary Members, all of whom must be members of the Society. In addition, the City Archivist and Archivist and their respective successors in office shall be ex officiis members of the Committee during their tenure of these offices. Committee Meetings shall be held not less than twice in each year and may be held in person or online.
(b) The Chair and Vice-Chair shall be elected at the Society’s Annual General Meeting for a term of two years. On the retiral of the Chair, the Vice-Chair shall succeed to the office of Chair. The retiring Chair shall become an ex officio member of the Committee for a period of one year.
(c) The Secretary, the Treasurer, the Editor and the four Ordinary Members shall be elected at the Society’s Annual General Meeting for a term of three years, when they shall be eligible for re-election.
(d) An Ordinary Member of the Committee shall be eligible to serve as an Office-bearer for the full term of two years if elected as Chair or Vice-Chair, or three years if elected as Secretary or Treasurer, during his or her term of office as an Ordinary Member of the Committee.
(e) The Committee shall have power to co-opt not more than four additional committee members who shall hold office on the same terms as the elected members.
(f) In the absence of the Chair, the Vice-Chair shall chair a Committee Meeting whom failing any member so elected from the Committee. The quorum of the Committee shall be five members.
(g) If need be, the offices of Secretary and Treasurer may be held by the same person with the approval of the Annual General Meeting.
(h) The Committee shall also have power to bring in to the Committee a person who may or may not be a member of the Society for one year for a particular purpose.
6. SUBSCRIPTION
The annual subscription of the Society shall be that sum which the Committee shall from time to time determine, and present for confirmation at the next Annual General Meeting, such subscription being understood to be the minimum. Subscriptions shall become due on joining the Society and, thereafter, on 1st April annually.
The Committee shall be empowered to exclude from membership those whose subscriptions are twelve months in arrears.
7. FINANCE
The Society's financial year shall begin on 1st April and end on 31st March of the following year. The Committee shall have full power to authorise expenditure, which power it may delegate at its discretion. All funds, investments and assets of the Society shall be held, managed, paid and applied as the Committee may direct, within the objects of the Society, and all such funds, investments and assets shall be held in an account or accounts in a bank or banks or otherwise in the name of the Society as the Committee may from time to time direct.
Any two of the following are authorised to act as signatories to the bank account or bank accounts:- the current Chair, Vice-Chair, Secretary, Treasurer, and the City Archivist or Archivist, and their successors in office.
8. GENERAL MEETINGS
(a) Annual General Meetings
The Annual General Meeting of the Society, of which at least twenty one days notice shall be given to all members by the Secretary, shall be held each year within two calendar months of the end of the financial year. The business of the Annual General Meeting shall be to receive a report from the Committee, to receive the annual accounts, to appoint an auditor or auditors, and to consider any proposal of which due notice has been given. The business shall also include the election of Office-bearers and Committee members. Eleven members shall constitute a quorum. In the event of the Annual General Meeting being without a quorum, another meeting shall be called within one month and in this case there shall be no set quorum. The Annual General Meeting may be conducted online if it cannot be safely conducted in person
(b) Special General Meetings
The Committee may at any time, and shall within fourteen days after receiving a request in writing from any ten members, summon a Special General Meeting for which not less than twenty one days notice shall be given by the Secretary to each member, specifying the business to be transacted. Eleven members shall constitute a quorum. In the event of the Special General Meeting being without a quorum, another meeting shall be called within one month and in this case there shall be no set quorum. Special General Meetings may be conducted online if they cannot be safely conducted in person.
9. COMMITTEE'S POWERS AND DUTIES
The Committee shall be responsible for the general management and direction of the funds and affairs of the Society, and in particular, but without prejudice to the generality of the foregoing:-
(a) may nominate any of its members to serve on another body.
(b) may pay the whole or any part of the expenses of members in or about the execution of any of their functions and duties on behalf of the Society.
(c) may make, and from time to time vary, rules not inconsistent with this Constitution.
(d) may fill casual vacancies from time to time in its membership.
10. AUDITORS
An auditor or auditors, who need not be members of the Society, shall be elected at the Annual General Meeting.
11. ALTERATIONS
No alteration may be made to this Constitution except by, and with the authority of, a resolution submitted in writing to the Secretary not less than twenty one days before a General Meeting. No alteration shall be made which would affect the Society's charitable status.
12. NOTICES
Notices to members shall be deemed sufficiently served if sent to the email address, or by ordinary prepaid post to the address of the member registered on his or her subscription form.
13. WINDING UP
The Society may be dissolved by a Resolution passed by a two-thirds majority of those present and voting at a Special General Meeting convened for the purpose, for which twenty one days notice shall have been given to the members. Such resolution may give instructions for the disposal of any assets held by or in the name of the Society, provided that if any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed among the members of the Society but shall be given or transferred to such other recognised charitable body or bodies in the City of Dundee having objects similar to some or all of the objects of the Society.
Download a current version of the CONSTITUTION
Iain D. McIntosh, 2020