Friends of Lancaster City Museum
Constitution
adopted on the 4th day of June 2001
A. Name
The name of the Association is Friends of Lancaster City Museum.
B. Administration
Subject to the matters set out below the Charity and its property shall
be administered and managed in accordance with this constitution by the
members of the Executive Committee, constituted by clause G of this
constitution.
C. Objects
The Charity’s objects are:
a) The education of the public by the promotion, support, assistance and
improvement of the Lancaster City Museum in co-operation with its
management and staff;
b) support of the King’s Own Royal Regiment Museum and the branches at
the Cottage Museum and Roman Bath-house.
D. Powers
In furtherance of the objects but not otherwise the Executive Committee
may exercise the following powers:
i) powers 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 the law;
ii) power to co-operate with other charities, voluntary bodies and
statutory authorities operating in furtherance of the objects or of
similar charitable purposes and to exchange information and advice with
them;
iii) power to establish or support any charitable trusts, associations
or institutions formed for all or any of the objects;
iv) power to do all such other lawful things as are necessary for the
achievement of the objects.
E. Membership
1. Membership of the Charity shall be open to:
i) individuals (over the age of 18 years) who are interested in
furthering the work of the Charity and who have paid any annual
subscription laid down from time to time by the Executive Committee.
ii) any family (family membership) of one or two parents and any number
of children under the age of 18 years living at the same address and has
paid any annual subscription;
iii) any unincorporated association, society, or school (voluntary of
educational group membership) which is interested in furthering the
Charity’s work and has paid any annual subscription;
iv) individuals under the age of 18 years and/or individuals in
full-time education and has paid any annual subscription (concessionary
membership);
v) any body corporate which is interested in furthering the Charity’s
work and has paid any annual subscription;
vi) any individual who has contributed conspicuously to the object of
the Friends (honorary membership).
2. Every member shall have one vote.
3. Each member organisation shall appoint an individual to represent it
and to vote on its behalf at meetings of the Charity; and may appoint an
alternate to replace its appointed representative at any meeting of the
Charity if the appointed representative is unable to attend.
4. Each member organisation shall notify the name of the representative
appointed by it and of any alternate to the secretary. If the
representative or alternate resigns from or otherwise leaves the member
organisation, he or she shall forthwith cease to be the representative
of the member organisation.
5. The Executive Committee may unanimously and for good reason terminate
the membership of any individual or member organisation: provided that
the individual 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, accompanied by a friend, before a
final decision is made.
F. Honorary Officers
At the annual general meeting of the Charity the members shall elect
from amongst themselves a chairman, vice-chairman, a secretary and a
treasurer, who shall hold office from the conclusion of that meeting.
G. Executive Committee
1 The Executive Committee shall consist of not less than 7 members nor
more than 9 members; being:
a) 2 ex-officio trustees, who shall be the Head of the Museums Service
and a nominated, named member of the Museum staff;
b) the honorary officers specified in Clause F.
c) not less than 1 and not more than 3 members elected at the annual
general meeting who shall hold office from the conclusion of that
meeting.
2 The Executive Committee may in addition appoint not more than 3
co-opted members, who shall retire at the next subsequent annual general
meeting.
3 All members of the Executive Committee shall retire from office
together at the end of the annual general meeting next after the date on
which they came into office but they may be re-elected or re-appointed.
4 The proceedings of the Executive Committee shall not be invalidated by
the vacancy among their number of by any failure or any defect in the
appointment or qualification of a member.
5 Nobody shall be appointed as a member of the Executive Committee who
is aged under 18, who would if appointed be disqualified under the
provisions of the following clause, or who is not a paid-up member of
the Friends.
6 No person shall be entitled to act as a member of the Executive
Committee whether on a first of on any subsequent entry into office
until after signing in the minute book of the Executive Committee a
declaration of acceptance and of willingness to act in the trusts of the
Charity.
H. Determination of Membership of Executive Committee
A member of the Executive Committee shall cease to hold office if he or
she:
1) is disqualified by virtue of section 72 of the Charities Act 1993 (or
any statutory re-enactment of modification of that provision);
2) becomes incapable by reason of mental disorder, illness or injury of
managing and administering his or her own affairs;
3) is absent without permission of the Executive Committee from all
their meetings held within a period of six months and the Executive
Committee resolve that his or her office be vacated; or
4) 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).
I. Executive Committee Members not to be personally interested
1) No member of the Executive Committee shall acquire any interest in
property belonging to the Charity (otherwise than as a trustee for the
Charity) or receive remuneration or be interested (otherwise than as a
member of the Executive Committee) in any contract entered into by the
Executive Committee.
J. Meetings and proceedings of the Executive Committee
1) The Executive Committee shall meet at least once every three months.
A special meeting may be called at any time by the chairman of 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 but if the matters include an appointment of a
co-opted member then not less than 21 days’ notice must be given.
2) The Chairman shall act as a 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 one third of the number of
members of the Executive Committee for the time being or three members
of the Executive Committee, whichever is the greater, are present at the
meeting.
4) Every matter shall be determined by a majority of votes of the
members of the Executive Committee 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.
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 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.
K. Receipts and expenditure
1) The funds of the charity, including all donations, contributions and
bequest, shall be paid into an account operated by the Executive
Committee in the name of the Charity at such a bank as the Executive
Committee shall from time to time decide. All cheques drawn on the
account must be signed by at least two members of the Executive
Committee.
2) The funds belonging to the Charity shall be applied only in
furthering the objects.
L. Property
1) The Executive Committee shall cause the title to:
a) all land held by or in trust for the charity which is not vested in
the Official Custodian for Charities; and
b) all investments held by or on behalf of the charity;
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 the 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.
M. Accounts
The Executive Committee shall comply with their obligations under the
Charities Act 1993 (or any statutory re-enactment or modification of the
Act) with regard to:
1) the keeping of accounting records for the Charity;
2) the preparation of annual statements of account for the Charity;
3) the auditing or independent examination of the statements of account
of the Charity; and
4) the transmission of the statements of account of the Charity to the
Commission.
N. Annual Report
The Executive Committee 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 an annual report and its
transmission to the Commission.
O. Annual Return
The Executive Committee 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 an annual return and its
transmission to the Commission.
P. Annual General Meeting
1) There shall be an annual general meeting of the Charity which shall
be held in the month of May each year or as soon as practicable
thereafter.
2) Every annual general meeting shall be called by the Executive
Committee. The secretary shall give at least 21 days’ notice of the
annual general meeting to all the members of the Charity. All the
members of the Charity shall be entitled to attend and vote at the
meeting.
3) Before any other business is transacted at the first annual general
meeting the persons present shall appoint a chairman of the meeting. The
chairman shall be the chairman of subsequent annual general meetings,
but if he or she is not present, before any other business is
transacted, the persons 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 Charity for the preceding year.
5) Nominations for election to the Executive Committee must be made by
members of the Charity in writing and must be in the hands of the
secretary of the Executive Committee at least 14 days before the annual
general meeting. Should nominations exceed vacancies, election shall be
by ballot.
Q. Special General Meetings
The Executive Committee may call a special general meeting of the
Charity at any time. If at least ten members request such a meeting in
writing stating the business to be considered the secretary shall call
such a meeting. At least 21 days’ notice must be given. The notice must
state the business to be discussed.
R. Procedure at General Meetings
1) The Secretary or person specially appointed by the Executive
Committee shall keep a full record of proceedings at every general
meeting of the Charity.
2) There shall be a quorum when at least one tenth of the number of
members of the Charity for the time being or ten members of the Charity,
whichever is greater, are present at any general meeting.
S. Notices
Any notice required to be served on any member of the Charity shall be
in writing and shall be in writing and shall be served by the secretary
or the Executive Committee on any member either personally or by sending
it through the post in a prepaid letter addressed to such member at his
or her last known address in the United Kingdom, and any letter so sent
shall be deemed to have been received within 10 days of posting.
T. Alterations to the Constitution
1) Subject to the following provisions of this clause the Constitution
may be altered by a resolution passed by not less than two thirds of the
members present and voting at a general meeting. The notice of the
general meeting must include notice of the resolution, setting out the
terms of the alteration proposed.
2) No amendment may be made to clause A (name of charity), clause C
(objects clause), clause I (Exec Committee members not to be personally
interested clause), clause U (dissolution clause) or this clause without
proper consent in writing of the Commissioners.
3) No amendment may be made which would have the effect of making the
Charity cease to be charity at law.
4) The Executive Committee should promptly send to the Commission a copy
of any amendment made under this clause.
U. Dissolution
If the Executive Committee decides that it is necessary or advisable to
dissolve the Charity it shall call a meeting of all members of the
Charity, 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 Charity. 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 Charity as the members of the Charity may determine
or failing that shall be applied for some other charitable purpose. A
copy of the statement of accounts, or account and statement, for final
account period of the Charity must be sent to the Commission.
W. Arrangements until first Annual General Meeting
Until the first annual general meeting takes place this constitution
shall take effect as if references in it to the Executive Committee were
references to the persons whose signatures appear at the bottom of this
document.
This constitution was adopted on the date mentioned above by the persons
whose signatures appear at the bottom of this document.
Only a proportion of our collections
are on display at anyone time. Certain items are on loan for display
in other institutions. An appointment is required to consult any of
our collections which are held in store.