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BCRA >
Structure > Constitution
CONSTITUTION, as last amended 22 September 2007
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The screen-readable version that follows was transcribed from the official
version dated 28 September 2002. (So it might contain errors). It has
been updated as follows...
At our AGM on 24 September 2005, two amendments ...
- Clause E1: The first sentence to be amended to read
"Membership of the Association shall be open to all those members of the
British Caving Association interested in furthering the objects".
- Clause P2: the period within which an SGM to be called
increased from 56 to 90 days.
At our AGM on 22 September 2007, two amendments ...
- Clause J3: Replace '8' by '4'. Reason: To reduce the
number of Council Members needed for Council Meetings to be quorate.
- Clause M2: Replace '31st March' by '31st December'. Reason:
To bring the financial year of the Association into line with the calendar
year.
A: NAME
The name of the Association is the British Cave Research Association ("the
Association").
B. ADMINISTRATION
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 Council, constituted by Clause G of this Constitution ("the
Council").
C. OBJECTS
The Association's objects ("the objects") are to promote the study of caves
and associated phenomena wherever they may be situated, for the benefit of the
public. The objects of the association shall be attained by:
- supporting appropriate research and the publication of the useful results
of any full research for the benefit of the public;
- collecting and publishing information of speleological interest;
- organising conferences and meetings of an educational or scientific
nature;
- maintaining a library of speleological interest;
- any other legally charitable means that are considered to be
appropriate.
D: POWERS
In the furtherance of the objects but not otherwise the Council may
exercise the following powers:
- power to raise funds and to invite and receive contributions or
subscriptions provided that in raising funds the Council shall not undertake
any substantial trading activities;
- power to buy, take on lease or take in exchange any property necessary for
the achievement of the objects and to maintain and equip such property for
use;
- power subject to any consents required by law to sell, lease or dispose of
all or part of the property of the Association;
- power to co-operate with other charities, voluntary bodies, museums,
societies, statutory bodies, institutions and individuals operating in
furtherance of the objects or of similar purposes and to exchange information
and advice with them;
- power to establish or support any charitable trusts, associations or
institutions formed for all or any of the objects;
- power to employ such staff (who shall not be members of the Council) as
are necessary for the proper pursuit of the objects;
- power to do all such other lawful things as are considered necessary for
the achievement of the objects.
E: MEMBERSHIP
- Membership of the Association shall be open to all those members of the
British Caving Association interested in furthering the objects. There shall be
classes of membership as follows:
- Personal Members
- INDIVIDUAL MEMBERSHIP shall be available to all persons aged 18 years or
over.
- JOINT MEMBERSHIP shall be available to cohabiting couples both aged 18
years or over.
- ASSOCIATE MEMBERSHIP shall be available to all persons aged 16 years or
over.
- JUNIOR MEMBERSHIP shall be available to all persons aged 16 years or over
but under 21 years.
- HONORARY MEMBERSHIP may be granted by the Council to anyone who has given
outstanding service to speleology; Honorary Membership shall confer all
benefits of Individual Membership without payment of subscription and shall be
conferred for life.
- Corporate Members
- CLUB MEMBERSHIP shall be available to all properly constituted clubs that
are controlled by their members and which include some form of underground
investigation as one of their objects.
- COMMERCIAL MEMBERSHIP shall be available to all individuals or
organisations which provide training and/or facilities for outdoor pursuits
together with retail, manufacturing and similar commercial organisations.
- AFFILIATED MEMBERSHIP shall be available to appropriate organisations which
are not eligible for Club or Commercial Membership.
- The submission of a completed application form duly signed by the applicant
and accompanied by the appropriate subscription shall secure election to
membership, subject to ratification by not less than two-thirds of the members
of the Council present and voting at their next meeting.
- The granting of membership shall not of itself be construed as signifying
any approval or endorsement by the Association for any product or service
provided by or otherwise associated with that member.
- Every Honorary, Individual, or Joint Member, and each Member Club shall
have one vote at any General Meeting or on any postal ballot. The benefits of
each class of membership shall be as determined by the Council from time to
time and as notified to the membership.
- Subscription rates for each class of membership shall be as determined by
the Council from time to time and notified to the membership. They shall become
due at the beginning of the month in which the member is elected and shall be
due for renewal on the anniversary of that date.
- On non-payment of the annual subscription, membership shall be deemed to
have lapsed six months after the subscription became due. Membership may be
restored at the discretion of the Council at any time provided that all
outstanding arrears of subscription are paid.
F: MEMBERS' RESPONSIBILITIES
- All members shall keep in mind the objects of the Association and
assist towards their attainment. Their practical work shall be carried out in a
responsible, scientific and careful manner.
- The name and logo of the Association shall not, except by
authority of the Council, be used in publications or advertising nor as a
warrant for obtaining information or any other favours from non-members.
- The Council may for any good reason by a two-thirds majority vote
of those present and voting terminate the membership of any individual or
organisation. The member may appeal to the Council against the decision within
28 days of receiving notice of such termination when the decision shall be
reconsidered at the next meeting of the Council. If the Council considers that
expulsion is warranted then the member shall be offered the opportunity to
resign before the expulsion is made.
G: HONORARY OFFICERS AND THE COUNCIL
- The Honorary Officers of the Association shall be the Chairman,
Secretary and Treasurer.
- The Council shall have the authority to appoint a President of the
Association to serve for a period of three years. A retiring or past president
shall be eligible for re-appointment.
- The Council shall consist of: the President, the Honorary
Officers, fifteen representatives of the Personal Members, four individuals
elected as representatives of the Member Clubs, and any members co-opted in
accordance with sub-clause G.8 of this Constitution. Every member of the
Council must be an Honorary, Individual or Joint Member of the
Association.
- All members of the Council other than the President shall be
elected for a one-year term. The election shall take place between October and
December and they shall take office from the 1st January following their
election.
- Nominations for all positions on the Council other than President
shall be proposed and seconded by voting members (as defined in sub-clause E.4
of this Constitution). Nominations shall be made in writing to the Hon.
Secretary to reach him not later than the previous 30th September to be valid
for office in the following calendar year. All such nominations shall be signed
by the proposer and seconder and be accompanied by the nominee's signed
consent. All nominations and acceptances made on behalf of Member Clubs shall
be signed by two officers of that Member Club.
- All members of the Council shall be eligible for re-election.
- In the event of there being a contest for the election of any
members of the Council the election shall be determined by a postal ballot held
in accordance with clause R of this Constitution.
- The Council may in addition appoint not more than two co-opted
members who shall have the right to vote at meetings subsequent to their
appointment, but not before.
- The Council shall have the power to fill any vacancies occurring
on the Council during the year; such appointees shall become full members of
the Council at the meeting subsequent to their appointment, but not
before.
- Nobody shall be appointed as a member of the Council who is aged
under 18 or who would be disqualified under the provisions of clause H of this
Constitution.
H: TERMINATION OF COUNCIL MEMBERSHIP
A member of the Council shall cease to hold office if he or she:
- is disqualified from acting as a member of the Council by virtue
of section 72 of the Charities Act 1993 (or any statutory re-enactment or
modification of that provision);
- becomes incapable by reason of mental disorder, illness or injury
of managing and administering his or her own affairs;
- is disqualified by reason of clause I of this Constitution;
- is absent without cause considered adequate by the Council from
all their meetings held within a period of six months and the Council resolve
that the position be vacated. The member may appeal to the Council against the
decision within 28 days of receiving notice of such termination when the
decision shall be reconsidered at the next meeting of the Council.
I: PERSONAL INTERESTS OF COUNCIL MEMBERS
No member of the Council shall have or acquire any interest in property
belonging to the Association (otherwise than as a trustee for the Association)
or be interested (otherwise than as a member of the Council) in any contract
entered into by the Council.
J: MEETINGS AND PROCEEDINGS OF THE COUNCIL
- The Council shall hold at least three ordinary meetings each year.
Meetings of the Council may be called at any time by the Chairman or by any
four members of the Council upon not less than 15 days' notice being given to
the other members of the Council of the matters to be discussed.
- The Chairman shall take the chair at meetings of the Council. If
the Chairman is absent from the meeting, the members of the Council present
shall choose one of their number to be chairman of the meeting before any other
business is transacted.
- There shall be a quorum when at least four members of the Council
are present at the meeting.
- Every matter, unless expressly instructed elsewhere in this
Constitution, shall be determined by a simple majority of votes of the members
of the Council present 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.
- Provided that a quorum is present the proceedings of the Council
shall not be invalidated by any vacancy among their number or by any failure to
appoint or any defect in the appointment or qualification of a member.
- The Council shall keep minutes in books kept for the purpose, of
the proceedings at meetings of the Council and any sub committee.
- The Council 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.
- The Council may appoint one or more sub-committees for the purpose
of making any inquiry or supervising or performing any function or duty which
in the opinion of the Council would be more conveniently undertaken or carried
out by a sub-committee; provided that each sub-committee shall consist of at
least three members of the Council and that all acts and proceedings of any
such sub-committee shall be fully and promptly reported to all members of the
Council.
K: RECEIPTS AND EXPENDITURE
- The funds of the Association, including all donations,
subscriptions and bequests, shall be paid into one or more accounts operated by
the Council in the name of the Association at such banks or building societies
as the Council shall from time to time decide. All cheques drawn on any
Association account shall be signed by at least two authorised persons, at
least one of whom shall be a member of the Council. A specific account may be
exempted from the requirements of the second part of this clause only by a
resolution of Council.
- The funds belonging to the Association shall be applied only in
furthering the objects.
L: PROPERTY AND AND TRUSTEES
The Council shall cause the title to:
- all land held by or in trust for the Association; and
- all investments held by or on behalf of the Association;
to be vested in not less than three individuals appointed by them as
honorary Holding Trustees. Such trustees may be removed by the Council at its
pleasure and shall act only in accordance with the lawful directions of the
Council. Provided they act in accordance with the lawful directions of the
Council, the Holding Trustees shall not be liable for the acts and defaults of
its members.
M: ACCOUNTS
- The Council shall comply with their obligations under the Charities Act
1993 (or any statutory re-enactment or modification of that Act) in particular
with regard to:
- the keeping of accounting records for the Association;
- the preparation of annual statements of account for the
Association;
- the auditing or independent examination of the statements of
account of the Association; and
- the transmission of the statements of account of the Association
to the Charity Commissioners.
- The financial year of the Association shall end on 31st December.
N: ANNUAL REPORT AND RETURN
The Council shall comply with their obligations under the Charities Act 1993
(or any statutory re-enactment or modification of that Act) with regard to the
preparation of both an annual report and an annual return and their
transmission to the Charity Commissioners.
O: ANNUAL GENERAL MEETING
- There shall be an annual general meeting of the Association which
shall be held during the month of September each year or as soon as practicable
thereafter.
- Every annual general meeting shall be called by the Council.
- The Council shall present to each annual general meeting the
report and accounts of the Association for the preceding financial year.
P: SPECIAL GENERAL MEETING
- A special general meeting may be called at any time by ten members of the
Council, or twenty voting members of the Association, sending a written request
to the Secretary stating the business to be considered.
- The Secretary shall call such a meeting to be held within 90 days of
receipt of that request.
Q: PROCEDURE AT GENERAL MEETINGS
- The Secretary shall give all members of the Association at least 21 days'
notice of each general meeting; such notice shall specify the agenda for the
meeting.
- All members of the Association shall be entitled to attend a general
meeting but the voting rights of members shall be as defined in clause E of
this Constitution.
- The Secretary or other person specially appointed by the Council shall
keep a full record of proceedings at every general meeting of the Association.
- There shall be a quorum when at least twenty voting members of the
Association are present at any general meeting.
- The Chairman shall take the chair of any general meeting. If the Chairman
is absent from the meeting, then those present and having voting rights shall
choose one of their number to be chairman of the meeting before any other
business is transacted.
- Every matter, unless expressly instructed elsewhere in this Constitution,
shall be determined by a simple majority of votes of those present and voting
on the question but in the case of an equality of votes the chairman of the
meeting shall have a second or casting vote.
- The business of any general meeting shall be in accordance with the
circulated agenda, as interpreted by the chairman of the meeting.
R: PROCEDURE FOR POSTAL BALLOTS
- A postal ballot shall be organised by the officers of the Association on
any legal motion if they are required to do so by this Constitution or by
resolution of a general meeting or by a meeting of the Council.
- The officers of the Association shall ensure that papers for every postal
ballot shall be posted to all voting members to arrive at least 21 days prior
to the closing date.
- Members shall return postal ballot papers to the appointed person duly
stamped. Votes shall be opened and counted only in the presence of three
scrutineers appointed by the Council.
S: NOTICES AND POSTAL BALLOT FORMS
Any notice or postal ballot paper required to be served on any member of the
Association shall be in writing and shall be served by the Secretary or the
Council on any member personally or by sending it through the post in a prepaid
letter addressed to such member at their last known address and any letter so
sent shall be deemed to have been received within seven days of posting.
S: THE CONSTITUTION
- The Constitution may only be altered subject to the provisions of this
sub-clause:
- Any proposal to amend the Constitution shall be notified in writing to the
Secretary and be signed by the proposer and seconder to reach' the Secretary
not less than 56 days prior to the general meeting at which it will be
considered. The notice of that meeting shall include notice of the proposal,
setting out the terms of the alteration proposed.
- A resolution to amend the Constitution shall be passed by not less than
two-thirds of the members present and voting at a general meeting.
- No amendment may be made to clause A, clause C, clause I, clause U or this
clause without the prior consent in writing of the Charity Commissioners.
- No amendment may be made which would have the effect of making the
Association cease to be a charity at law.
- The Council shall promptly send to the Charity Commissioners a copy of any
amendment made under this clause.
- The Council shall have full powers to deal with any matter that might arise
and is not provided for in this Constitution.
U: DISSOLUTION
If the Council decides that it is necessary or advisable to dissolve the
Association it shall call a special general meeting of the Association. If a
proposal for dissolution is confirmed by a simple majority of those present and
voting, or if the meeting is inquorate, then the proposal shall be put to all
voting members of the Association by a postal ballot held in accordance with
clause R of this Constitution.
If the postal ballot approves the proposal by at least a three-quarters
majority of those voting the Council shall have the power to realise the assets
held by or on behalf of the Association. Any assets remaining after the
satisfaction of any proper debts and liabilities shall be handed to an
organisation with similar interests or in default of this to the National Trust
or similar national organisation. A copy of the statement of accounts for the
final accounting period of the Association shall be sent to the Charity
Commissioners.
| Date |
URL |
Format |
Size |
Comments |
| 2005 |
05C1537_BCRA_Constitution_240905.doc |
MS Word |
96K |
Official version by John Wilcock |
| 2005 |
BCRA_Constitution_240905.pdf |
PDF |
131K |
Official version by John Wilcock |
| 2007 |
BCRA_Constitution_220907-v2.doc |
MS Word |
53K |
Based on above version, re-formatted and updated by David
Gibson |
| 2007 |
BCRA_Constitution_220907.pdf |
PDF |
34K |
PDF prepared from Word document by DG |
| 2007 |
BCRA_Constitution_edit-v2.doc |
MS Word |
76K |
This is a version of the 2007 constitution arranged in a Table format,
allowing the proposed changes for 2008 to be listed in the right-hand column.
You should download this by right-clicking. Do not open it within your
browser and then try to save it, because this will not preserve the file name
(which you might wish to do). You will need some moderate skills in Word to
be able to use this, and please note that the document contains a macro, which
it is not essential for you to enable, if you are worried by such
things. |
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