The name of the Society is The O’Neill Country Historical Society (hereinafter called “the Society”).
Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this constitution by the members of the Management Committee, constituted by clause 5 of this constitution (“the Executive Committee”).
3.1 The Society is established to advance public education through the promotion, encouragement, development and dissemination of knowledge of the history, including both social and economic history, folklore, archaeology and antiquities of the River Blackwater valley area of Counties Tyrone and Armagh and its environs (hereinafter called the “O’Neill Country”) and in particular to:
a) carry out research by collecting, recording and publishing information on all aspects of local history of the O’Neill Country.
In furtherance of the above objects, but not further or otherwise, the Society may:
a) Provide, assist in providing or secure the provision of educational facilities for the benefit of the general public;
b) Provide and maintain a website for information to the membership and the general public
c) provide, maintain and equip or assist in the provision, maintenance and equipment of premises and facilities designed to carry out the objects of the Society;
d) promote and carry out, or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof;
e) organise or assist in organising meetings, lectures, classes and exhibitions, and publish or assist in publishing reports, periodicals, recordings, books or other documents or information;
f) obtain collect and receive money by way of grants, donations, bequests, legacies or other lawful method PROVIDED that the Society shall not undertake any permanent trading activities and shall conform to any relevant requirements of the law;
g) purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights and privileges necessary for the promotion of the above objects and construct, maintain and alter any buildings or erections which the Society may think necessary for the promotion of its objects;
h) make any regulations for any property which may be so acquired;
i) subject to any consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Society with a view to the furtherance of its objects;
j) subject to such consents as may be required by law receive money on deposit or loan and borrow or raise money in such a manner as the Society shall think fit and to charge all or any part of the property of the Society with repayment of money so borrowed;
k) invest the moneys of the Society not immediately required for the furtherance of the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law;
l) recruit and train volunteers with relevant skills to carry out the objects of the Society;
m) employ and pay any person or persons, NOT being a member of Executive Committee to supervise, organise and carry on the work of the Society and make all reasonable and necessary provision for the payment of remuneration to employees;
n) promote and organise co-operation in the achievement of the above objects and to that end to work in Society with local authorities and voluntary organisations engaged in the furtherance of the above objects in the area of benefit;
o) establish and support, co-operate with, join or amalgamate with any charitable trusts, associations or institutions formed for all or any of the above objects;
p) do all such other lawful things as may be necessary for the attainment of the above objects or any of them;
4.1 Membership of the Society shall be open to the following, irrespective of ethnic identity, disability, age, gender, political party, nationality, sexual orientation, marital status, or religion:
a) People aged 18 years or over who support the objects of the Society and who purchase the current society journal and whose applications for membership are accepted by the Executive Committee; such members shall be called Individual Members and shall be eligible to be nominated for election to the Executive Committee;
b) Young people in the area of benefit aged 14 to 17 whose applications for membership are accepted by the Committee; such members shall be called Young Members. Young Members shall not be eligible to vote at meetings of the Association. The Young members may elect from among their number an advisory committee which may meet as it sees fit. The Youth Advisory Committee may make recommendations to the Executive Committee described in Clause 5 below.
4.2 The Executive Committee shall fix the rate of annual subscription and shall have the right for good and sufficient reason to terminate the membership of any member provided that the member concerned shall have the right to be heard by the Society in a General Meeting before a decision is made.
4.3 Membership of the Society is renewable on 1 January to 31 December. Unless renewed by payment of the full membership fee and return of the applicant’s registration details to the Registrar, membership lapses on 31st January of the next calendar year..
4.4 Individuals, who have not returned a completed membership application form to the Registrar and been approved by the Executive Committee are not entitled to any membership or voting rights.
4.5 Lapsed members have no voting rights at any General Meeting, Annual or Special, of the Society.
5. EXECUTIVE COMMITTEE
5.1 The Executive Committee shall meet not less than 5 times a year and shall consist of not less than 5 people elected at an Annual General Meeting. Executive Committee members will automatically become individual members of the Society upon election to the Executive Committee if they were not individual members before their election onto the Executive Committee.
a) Nominations from full members of the Society for members of the Executive Committee must be in writing, and must be in the hands of the Honorary Secretary of the Society at least 7 days before the Annual General Meeting hereinafter mentioned.
b) If the number of nominations exceeds the number of vacancies, election shall be by secret ballot of the members of the Society present and voting at an Annual General Meeting.
c) If the number of nominations is less than the number of vacancies, further oral nominations may with the approval of the Annual General Meeting be invited from members present and voting at the said Annual General Meeting.
5.2 The Executive Committee elected at an Annual General Meeting shall have the power to co-opt further members to fill any casual vacancy arising on the Executive Committee, who shall be Individual Members and who shall serve until the conclusion of the next following Annual General Meeting PROVIDED that the number of co-opted members shall not exceed one-third of the total membership of the Executive Committee. Co-opted members shall have the right to vote.
5.3 The Chairperson, Vice Chairperson, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer, Registrar, Public Relations Officer who shall be the Honorary Officers of the Society, shall be Individual Members of the Society, and shall be elected annually by and from the members of the Executive Committee at their first meeting following the Annual General Meeting. The office of Chairperson shall be held by any one person for a period of up to 3 years. On retirement, members will be eligible for re-nomination and election.
a) The President and at least one Vice President shall also be Honorary Officers of the Society and shall be proposed annually by the Executive Committee and elected at an AGM. There shall be no limit upon the term of office of a President or Vice President but a serving President’s or Vice President’s term of office shall terminate if not ratified by a majority of the membership at each AGM of the Society.
5.4 Any member of the Executive Committee who fails to attend 3 consecutive Executive Committee meetings without reasonable excuse shall lose her/his place on the Executive Committee which may be filled by co-option in accordance with Clause 5.2 above.
5.5 The Trustees (if appointed for the purpose of holding property in their own names on behalf of the Society) shall be notified of and shall be entitled to attend all meetings of the Executive Committee but without the power to vote.
6. FUNCTIONS OF THE EXECUTIVE COMMITTEE
6.1 The Executive Committee may make such regulations as they consider appropriate for the efficient conduct of the business of the Executive Committee and the Society.
6.2 The Executive Committee may appoint such staff NOT being members of the Executive Committee as they consider necessary on such terms and conditions as they may determine.
6.3 The Executive Committee may appoint such sub-Executive Committees, advisory groups or working parties of their own members and other persons as they may from time to time decide necessary for the carrying out of their work, and may determine their terms of reference, duration and composition. All such sub- Executive Committees shall report back fully and promptly.
6.4 The proceedings of the Executive Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-options or qualification of any member.
7. CHAIRING MEETINGS
All meetings of the Society or of the Executive Committee or of any of its sub Committees shall be presided over by its Chairperson failing whom its Vice-Chairperson, if one has been appointed. If neither the Chairperson nor Vice-Chairperson are present, those present may elect one of their number to take the Chair. The Chairperson of any meeting shall have a second or casting vote.
8.1 All moneys 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 herein contained shall prevent the payment of legitimate out-of-pocket expenses to members of the Society engaged upon the approved business of the Society.
8.2 The Honorary Treasurer shall keep proper accounts of the finances of the Society.
8.3 The financial year of the Society shall run from l January to 31 December.
8.4 The accounts shall be audited by an auditor or auditors appointed by the Annual General Meeting OR examined by any independent person who shall be appointed at the Annual General Meeting.
8.5 An annual statement of accounts for the last financial year shall be submitted by the Executive Committee to the Annual General Meeting.
8.6 A bank account shall be opened in the name of the Society as the Executive Committee shall from time to time decide. The Executive Committee shall authorise in writing the Honorary Treasurer and 2 members of the Executive Committee to sign cheques on behalf of the Society. All cheques must be signed by not less than 2 of the 3 authorised signatories.
9. TRUST PROPERTY
The Society may appoint and may terminate the appointment of not less than 3 people to act as Trustees for the purpose of holding any moneys or property belonging to the Society. The title to all or any such real and/or personal property which may be required by or for the purposes of the Society shall be vested in the Trustees who shall hold such property in trust for the Society. The Trustees shall act under the instructions of the Executive Committee who shall, subject to the approval and consent of the Society as determined by a General Meeting, have power to fill vacancies among the Trustees.
10. ANNUAL GENERAL MEETING
10.1 An Annual General Meeting of the Society shall be held at such place and time (not being more than 2 months after the financial year end) as the Executive Committee shall determine.
10.2 The date, time and location of the Annual General Meeting shall be notified on the annual programme of events provided to each member and also on the Society website and by electronic or postal communication as described in 12.4.
10.3 At such Annual General Meeting the business shall include the following:
a) the election of members to serve on the Executive Committee;
b) the appointment of an auditor or auditors OR an independent person to examine the annual accounts;
c) the consideration of an Annual Report of the work done by or under the auspices of the Executive Committee;
d) the consideration of the annual accounts;
e) the transaction of such other matters as may from time to time be considered necessary.
10.4 Individuals, whose membership has lapsed and not been renewed in the current calendar year, are not entitled to notification or attendance or voting rights at an Annual General Meeting or Special General Meeting.
11. SPECIAL GENERAL MEETINGS
The Executive Committee may at any time at its discretion and shall upon a requisition signed by not less than 4 members having the power to vote and giving reasons for the request, call a Special General Meeting of the Society for the purpose of altering the constitution in accordance with Clause 13 hereof or of considering any matter which may be referred to them by the Executive Committee or for any other purpose.
12. RULES OF PROCEDURE AT ALL MEETINGS
12.1 Subject to the provisions of Clause 13 hereof all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. In case of an equality of votes the Chairperson shall have a second or casting vote.
12.2 Minute books shall be kept by the Executive Committee and all other sub Committees and the appropriate Secretary shall enter therein a record of all proceedings and resolutions.
12.3 The quorum at General Meetings of the Society shall be 5 and at meetings of the Executive Committee shall be 5 or such other number as the Executive Committee may from time to time determine.
Notices regarding Special General Meetings and Annual General Meetings will be provided
- by electronic communication to individual members in good standing that have expressed permission in writing for such communication
- on the Society website and by notification as in 12.4.1
- by postal notification to individual members in good standing on the island of Ireland and the UK that have not given express permission in writing for such e-mail communication .
For individual members in good standing outside the island of Ireland and the UK, notices regarding Special General Meetings and Annual General Meetings will not be provided by postal communication, but only by electronic communication if such permission has been agreed by the individual.
Individual members have the right to withdraw permission to electronic communication at any time.
12.5 The Executive Committee 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 ALWAYS THAT they shall be subject to review by the Society in General Meeting and shall not be inconsistent with this constitution.
13. ALTERATIONS TO THE CONSTITUTION
13.1 Any alterations to this Constitution shall receive the assent of not less than two-thirds of the members of the Society present and voting at the Annual General Meeting or a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the Honorary Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be brought forward.
13.2 At least 14 clear days notice in writing of the meeting setting forth the terms of the alteration to be proposed shall be sent by the Honorary Secretary to each member of the Society PROVIDED FURTHER THAT no alteration shall be made which would cause the Society to cease to be a charity at law.
14.1 If the Executive Committee by a simple majority decide at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve the Society they shall call a meeting of all members of the Society who have the power to vote of which meeting not less than 21 days notice (stating the terms of the Resolution to be proposed thereat) shall be given.
14.2 If such decision shall be confirmed by a simple majority of those present and voting at such meeting the Executive Committee shall have power to dispose of any assets held by or in the name of the Society.
14.3 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 Executive Committee may decide.
15. INDEMNITY AND INSURANCE
15.1 The Society must insure to their full value against any foreseeable risk all the property of the Society (except those buildings that are required to be insured by a tenant). The Society must also insure suitably in respect of public liability and employer’s liability and take out other insurance policies to protect the Society when required.
15.2 The Society may purchase indemnity insurance for the Executive Committee members against any liability that by virtue of any rule of law would otherwise attach to a Executive Committee Member or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the Society but excluding:
ii) Costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Executive Committee Members or other officer;
iii) Liabilities to the Society that result from conduct that the Executive Committee Members or other officer knew or must be assumed to have known was not in the best interests of the Society or about which the person concerned did not care whether it was in the best interests of the Society or not.