West Midlands Woodturners
(a company limited by guarantee)
3rd February 2015
(Amended 19th March 2017)
This Constitution is to be read in conjunction with the Articles of Incorporation, a copy of which is available on request.
- 1. Definitions:
- 1.1 Words importing the masculine gender only shall include the feminine gender.
- 1.2 Words importing the singular number only shall include the plural number and vice versa.
- 1.3 Property: wherever the term property is used herein, it shall include real, personal and intellectual property.
- 2. Name:
- 2.1 The name of the company shall be West Midlands Woodturners (the Club)
- 3. Liability of members:
- 3.1 The liability of members is limited.
- 3.2 The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for:-
- (a) payment of the Club's debts and liabilities contracted before he ceases to be a member,
- (b) payment of the costs, charges and expenses of winding up, and
- (c adjustment of the rights of the contributories among themselves.
- 4. Objects:
- 4.1 WMWT is a not-for-profit concern, with objects specifically restricted to the following:
- 4.1.1 To promote the craft of woodturning for the public benefit and in doing so raise the appreciation of the creativity, skill and heritage of woodturning.
- 4.1.2 To advance the education of members and the public in the skills and craft of woodturning.
- 4.2 Any assets, funds or surpluses may only be used in the furtherance of the Objects stated herein and in accordance with these Articles.
- 4.3 These objects may only be amended by Special Resolution.
- 5. Powers:
- 5.1 In the furtherance of the Objects, the Club may exercise the following powers:
- 5.1.1 To arrange meetings, demonstrations, lectures, classes, competitions, seminars, exhibitions and training sessions, and join with other organisations and associations in doing so.
- 5.1.2 To provide guidance, advice or information within the purview of the Club's Objects.
- 5.1.3 To collect and disseminate information on matters affecting the Objects, and exchange such information with other organisations or associations having similar aims.
- 5.1.4 To encourage the production of papers, books, pamphlets, newsletters, and other media in any format for circulation to members (whether free of charge or otherwise) and other parties with similar aims.
- 5.1.5 To operate websites and use the internet as a means of communication.
- 5.1.6 To seek to improve the awareness of the craft of woodturning among the general public, educational institutions, museums, galleries, the building trades and other interested parties.
- 5.1.7 To collaborate as appropriate with timber, machinery and equipment providers to facilitate meeting the needs of woodturners.
- 5.1.8 To encourage the participation of young people, disabled people, unemployed people and others who are likely to benefit from acquiring skills in woodturning.
- 5.1.9 To accept gifts and raise funds.
- 5.1.10 To borrow money.
- 5.1.11 To acquire and hire property of any kind.
- 5.1.12 To let or dispose of property of any kind.
- 5.1.13 To set aside funds for special purposes or as reserves against future expenditure.
- 5.1.14 To insure the property, equipment and other assets of the Club against foreseeable risks where possible and appropriate, and to obtain other insurance policies to protect the Club when required.
- 5.1.15 To enter into contracts for the purchase of services, such as demonstrations, tuition and training.
- 5.1.16 To provide contracted services to other organisation, bodies or individuals but only in as much as such contracts further the Objects of the Club.
- 5.1.17 To lend equipment to woodturning Clubs and other interested organisations and associations, and to individuals, whether members or not.
- 5.1.18 To do anything else, within the framework of law, which promotes or seeks to promote the Objects of the Club.
- 6. Membership:
- 6.1 The Club shall maintain a Register of Members.
- 6.2 The subscribers to the Memorandum are the first members.
- 6.3 Membership is open to any person who is interested in furthering the Objects of the Club. The Club will welcome as members people of any gender, sexual orientation, religion, nationality or ethnicity, and of any age (subject to legislation relating to the protection of minors) and shall not discriminate against people with disabilities.
- 6.4 Membership is personal and is not transferable.
- 6.5 The Club may create different categories of membership, including, but not limited to, Ordinary member, Life member, Family member(s), Junior member, Honorary member. The rights and responsibilities of members may vary according to classification of membership, and such rights and responsibilities will be determined by the Club from time to time, and approved by majority vote at an Annual General Meeting (AGM) or Extraordinary General Meeting (EGM).
- 6.6 The Club may establish different rates of subscription for the different categories of membership, which may be reviewed from time to time and approved by the membership by majority vote at an AGM or EGM.
- 6.7 The subscription year shall be a calendar year and subscriptions, and any other sums, which are not paid within three months of the due date, shall at the discretion of the Executive Committee, result in the suspension of membership until such time as all outstanding sums have been received by the Club from that member.
- 6.8 The Executive Committee may make special rules for members who join during the course of a calendar year, in respect of subscriptions and rights and responsibilities, but only in so far as they apply to the unexpired part of the year on joining.
- 7. Withdrawal of membership
- 7.1 Any member may withdraw from the Club by giving the Secretary notice of their withdrawal, but when withdrawal arises part way through the year, the member shall not be entitled to a refund of any subscription, but such a refund (in full or in part) may be made at the sole discretion of the Executive Committee.
- 7.1.1 The withdrawing member continues to be liable for any outstanding sums owed to the Club for any reason whatsoever.
- 8. Termination of membership
- 8.1 Membership is terminated if:
- 8.1.1 the member dies;
- 8.1.2 the member is removed from membership by a resolution of the Executive Committee that it is in the best interests of the Club that his membership is terminated. A resolution to remove membership is only valid if :
- 126.96.36.199 The member is given 21 days' written notice of the meeting of the Executive Committee at which the resolution will be proposed and the reasons why it is proposed, and the member, or at the option of the member, the member's representative (who need not be a member of the Club) has been permitted to make oral or written representations to the meeting.
- 9. Management of the Club
- 9.0 The Director of WMWT delegates the day to day management of WMWT as follows:
- 9.1 The affairs of the Club will be managed by an Executive Committee, which consists of the Honorary Chairman, Honorary Secretary and Honorary Treasurer, who are the elected Honorary Officers of the Club, and who have the following powers:
- 9.1.1 To delegate any of their functions to individual members, or sub-committees consisting of two or more members, with such terms of reference and for such a term as the Executive Committee considers appropriate, and to remove or replace such members or sub-committees,
- 9.1.2 To appoint individual members (who are not members of the Executive Committee) to undertake specific tasks or functions with such terms of reference and for such a term as the Executive Committee considers appropriate, and to remove or replace such members,
- 9.1.3 To make rules, regulations or standing orders consistent with the Articles, Objects and statute, to:
- 188.8.131.52 Govern voting procedures and the timetable for voting,
- 184.108.40.206 Govern the Executive Committee and any sub-committees,
- 220.127.116.11 Govern the administration of the Club,
- 18.104.22.168 Govern the use of the assets of the Club and the operation of the bank account(s),
- 9.1.4 Establish procedures to assist in the resolution of any disputes which may arise within the Club,
- 9.1.5 To arrange for an independent audit of the Club's financial affairs, annually or more frequently, if appropriate.
- 9.1.6 The Executive Committee will comply with the Directors requirements as to record keeping and making annual returns to statutory bodies.
- 10. Officers:
- 10.1 There will be three Honorary Officers of the Club, each of whom shall be a fully subscribed member of the Club.
- 10.1.2 Honorary Officers of the club are not entitled to any form of remuneration or monetary payment (either in cash or in kind), other than legitimate expenses incurred wholly and exclusively in the execution of their respective office and duties.
- 10.2 Each Honorary Officer will be elected annually at the Annual General Meeting, by a majority vote of members eligible to vote at an Annual General Meeting, subject to 10.2.1, below;
- 10.2.1 A members may only be elected as an Honorary Officer after they have been a fully paid up member for at least 12 months prior to the date of the Annual General Meeting, and has reached the age of 18 years.
- 10.3 In the event that an Honorary Officer is unable to continue mid-term, another member may be seconded to fulfil that role by the remaining Honorary Officer(s) for the remainder of the term.
- 10.4 If none of the Honorary Officers are able to continue the members shall within one calendar month hold an EGM to elect replacement Honorary Officers who will hold office until the next AGM.
- 10.5 Each elected Honorary Officer may offer himself for re-election (to the same office) on no more than two further consecutive terms, but may offer himself for election after a period of one year has elapsed after the end of three consecutive years in office.
- 10.5.1 Special Condition applying to the re-election of Honorary Officers in the first 5 years of the company only.
- 10.5.1.1 The Honorary Secretary may offer himself for re-election on 3 further occasions.
- 10.5.1.2 The Honorary Treasurer may offer himself for re-election on a further 4 occasions.
- (Explanatory Note: Although Honorary Officers are subject to annual re-election, Special Condition 10.5.1 seeks to avoid the possibility that all the elected incumbents vacate their office at the same time.)
- 11. Meetings:
- 11.1 Annual General Meeting:
- 11.1.1 The Club will hold an AGM in every year. The ordinary business of the AGM will generally be to:
- 22.214.171.124 Receive the Honorary Chairman's Report with recommendations and make decisions thereon,
- 126.96.36.199 Receive the Honorary Secretary's Report with recommendations and make decisions thereon,
- 188.8.131.52 Receive the Honorary Treasurer's Report on the financial position together with the accounts for the financial year,
- 184.108.40.206 Receive the Honorary Treasurer's proposals in respect of subscriptions and other fees for the forthcoming session, and make decisions thereon,
- 220.127.116.11 To elect the Honorary Officers of the Club for the forthcoming session,
- 18.104.22.168 To receive resolutions concerning the activities of the Club and to make decisions thereon by ballot. (A resolution may only be properly proposed if it is lawful, and is not defamatory, frivolous or vexatious)
- 11.1.2 The Honorary Secretary will give notice of the AGM not less than two weeks prior to the meeting date.
- 11.1.3 Motions proposed by members should be received by the Honorary Secretary not less than ten days before the date of the AGM.
- 11.2 Extraordinary General Meeting (EGM):
- 11.2.1 An EGM can be called by the Executive Committee, or by not less than one quarter of the membership, and with not less than one weeks' notice.
- 11.2.2 Whenever an EGM is called, the reason(s) for the meeting should given, and supporting documentation, advice and information be available to members.
- 11.3 Emergency General Meeting (EmGM)
- 22.214.171.124 An EmGM may only be called by a member of the Executive Committee and shall be held at the earliest opportunity after the occurrence which gives rise to the need for an EmGM.
- 126.96.36.199 In the event that no member of the Executive Committee is available within a period of twenty-eight days from the occurrence which gives rise to the need for an EmGM, a seconded member serving on the Executive Committee shall be entitled to convene an EmGM.
- 188.8.131.52 In the event that neither Article 184.108.40.206, or 220.127.116.11 can be complied with, three ordinary members who have been members for at least 3 consecutive years each, may convene an EmGM.
- 12. Quorum
- 12.1 The required quorum for AGM's and EGM's is not less than half of the registered membership eligible to vote.
- 12.2 The required Quorum for an EmGM is not less than half of the registered and eligible to vote members, including the Executive Committee.
- 12.3 The Quorum for Executive Committee meetings is three.
- 13. Voting rights:
- 13.1 Ordinary members are entitled to speak and vote at all properly convened meetings of the Club. Membership confers a single vote per member per resolution or motion, which may be exercised by a show of hands, a secret ballot (by ballot paper) or by proxy with prior arrangement with the Honorary Chairman or Honorary Secretary. The voting method will be decided by the Executive Committee prior to the meeting.
- 13.2 Life and Honorary members have the same voting rights as ordinary members, but Family and Junior categories of membership will have voting rights consistent with the right to vote in public and general elections. Other categories of membership will have voting rights determined by the Executive Committee, from time to time and in the interests of the Club.
- 13.3 In the event of any vote causing a tied result, the Honorary Chairman shall exercise a casting vote, which shall be binding on the meeting.
- 14. Notices:
- 14.1 A notice may be served on any member in the following ways;
- 14.1.1 Orally, in person;
- 14.1.2 By post to the address shown in the register of members;
- 14.1.3 By electronic means at the contact identifier given by the member, and subject to the terms of the Data Protection Acts 1998 and 2003, and any subsequent legislation or regulation.
West Midlands Woodturners is a company limited by guarantee
Registered in England and Wales
Company Registration Number: 9419165
219 Kensington High Street
London W8 6BD