Constitution

CONSTITUTION OF THE SALISBURY CIVIC SOCIETY
Adopted on the 6 June 2018.

PART 1
1. Administration and management
1.1. The Society and its property will be administered and managed in
accordance with the provisions in Parts 1 and 2 of this Constitution.

2. Name
2.1. The name of the Society is the Salisbury Civic Society (and in this document,
it is called ‘the Charity’).

3. Objects
3.1. The Charity is established for the public benefit for the following purposes in
the area previously administered by the former Salisbury District Council
(‘the area of benefit’). The Charity’s objects (‘the Objects’) are:
3.1.1. To promote high standards of planning and architecture in or affecting
the area of benefit.
3.1.2. To educate the public in the geography, history, natural history and
architecture in the area of benefit.
3.1.3. To secure the preservation, development and improvement of features
of historic or public interest in the area of benefit.

4. Application of income and property
4.1. The income and property of the Charity shall be applied solely towards the
promotion of the Objects.
4.1.1. Members of the Executive Committee and members of the Charity are
entitled to be reimbursed from the property of the Charity or may pay out
of such property such reasonable expenses properly incurred by him or
her when acting on behalf of the Charity to deliver authorised activities.
4.1.2. A Member of the Executive Committee may benefit from Trustee
indemnity insurance cover purchased at the Charity’s expense in
accordance with, and subject to the conditions in, section 189 of the
Charities Act 2011 (or any statutory re-enactment or modification of that
provision).
4.2. None of the income or property of the Charity may be paid or transferred
directly or indirectly by way of dividend bonus or otherwise by way of profit to
any member of the Charity. This does not prevent a member who is not a
Trustee from receiving:
4.2.1. A benefit from the Charity in the capacity of a beneficiary of the
Charity;
4.2.2. Reasonable and proper remuneration for any goods or services
supplied to the Charity.

5. Executive Committee Members not to be personally interested
5.1. 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.

6. Benefits and Payments to Executive Committee members and connected
persons
6.1. No Charity Trustee or connected person may:
6.1.1. buy or receive any goods or services from the Charity on terms
preferential to those applicable to other members of the Charity;
6.1.2. sell goods, services or any interest in land to the Charity;
6.1.3. be employed by, or receive any remuneration from the Charity;
6.1.4. receive any other financial benefit from the Charity.

7. Dissolution
7.1. 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 the final
accounting period of the Charity must be sent to the Charity Commission (the
‘Commission’).

8. Amendment of constitution
8.1. The Charity may amend any provision contained in Part 1 of this Constitution
provided that:
8.1.1. No amendment may be made that would have the effect of making the
Charity cease to be a charity at law:
8.1.2. No amendment may be made to alter the Objects if the change would
undermine or work against the previous Objects of the Charity;
8.2. No amendment may be made to Clause 2, (the name of the Charity), Clause
4 (Application of Income and Property), Clause 5 (Executive Committee
members not to be interested), Clause 7 (Dissolution) or this Clause, without
the prior consent in writing of the Commission.
8.3. Any resolution to amend a provision of Part 1 of this Constitution is to be
passed by not less than two thirds of the members present and voting at a
general meeting.
8.4. Any provision contained in Part 2 of this Constitution may be amended,
provided that any such amendment is made by resolution passed by a
simple majority of the members present and voting at a general meeting.
8.5. The Executive Committee should promptly send to the Commission a copy of
any amendment made under this Clause.

PART 2
9. Membership
9.1. Membership of the Charity shall be open to:
9.1.1. Individuals who are interested in furthering the Charity’s work and who
have paid any annual subscription laid down from time to time by the
Executive Committee, and
9.1.2. Any unincorporated association or body corporate which is interested
in furthering the Charity’s work and has paid any annual subscription
(any such body being called in this Constitution a ‘member
organisation’).
9.1.2.1. 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 alternative person to replace its appointed
representative at any meeting of the Charity if the appointed
representative is unable to attend.
9.1.2.2. 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.
9.2. 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.

10. General meetings
10.1. There shall be an annual general meeting of the Charity which shall
be held in the month of June in each year or as soon as practicable
thereafter.
10.2. Every annual general meeting shall be called by the Executive
Committee. All the members of the Charity shall be entitled to attend and
vote at the meeting.
10.3. General meetings shall be chaired by the person who has been
elected as Chair. If the Chair is not present within fifteen minutes of the time
appointed for the meeting a member of the Executive Committee nominated
by the Executive Committee members present shall chair the meeting.
10.4. The Executive Committee shall present to each annual general
meeting the report and accounts of the Charity for the preceding year.
10.5. All general meetings other than annual general meetings shall be
called special general meetings.
10.6. The Executive Committee may call a special general meeting at any
time.
10.7. The Executive Committee must call a special general meeting if
requested to do so in writing by at least ten members or one tenth of the
membership, whichever is the greater. The request must state the nature of
the business that is to be discussed. If the Executive Committee fail to hold
the meeting within twenty-eight days of the request, the members may
proceed to call a special general meeting but in doing so they must comply
with the provisions of this Constitution.
10.8. The Secretary or other person specially appointed by the Executive
Committee shall keep a record of proceedings at any general meeting of the
Charity.

11. Notice
11.1. The minimum period of notice required to hold any general meeting of
the Charity is fourteen clear days from the date on which the notice is
deemed to have been given.
11.2. The notice must specify the date, time and place of the meeting and
the general nature of the business to be transacted. If the meeting is to be an
annual general meeting, the notice must say so.
11.3. The notice must be given to all the members.

12. Quorum
12.1. No business shall be transacted at any general meeting unless a
quorum is present.
12.2. A quorum is:
12.2.1. Twenty members entitled to vote upon the business to be conducted
at the meeting; or
12.2.2. Five percent of the total membership at the time,
whichever is the greater.
12.3. The authorised representative of a member organisation shall be
counted in the quorum.

13. Votes
13.1. Each member shall have one vote but if there is an equality of votes
the person who is chairing the meeting shall have a casting vote in addition
to any other vote he or she may have.
13.2. A resolution in writing signed by each member (or in the case of a
member that is an organisation, by its authorised representative) who would
have been entitled to vote upon it had it been proposed at a general meeting
shall be effective. It may comprise several copies each signed by or on
behalf of one or more members.

14. Representatives of other bodies
14.1. Any organisation that is a member of the Charity may nominate any
person to act as its representative at any meeting of the Charity.
14.2. The member organisation must give written notice to the Charity of the
name of its representative. The nominee shall not be entitled to represent the
organisation at any meeting unless the notice has been received by the
Charity. The nominee may continue to represent the member organisation
until written notice to the contrary is received by the Charity.
14.3. Any notice given to the Charity will be conclusive evidence that the
nominee is entitled to represent the member organisation or that his or her
authority has been revoked. The Charity shall not be required to consider
whether the nominee has been properly appointed by the member
organisation.

15. Officers and the Executive Committee
15.1. The Charity and its property shall be managed and administered by
the Executive Committee comprising the officers and other members elected
in accordance with this Constitution.The officers and other members of the
Executive Committee shall be the Trustees of the Charity and in this
Constitution, are together called ‘the Executive Committee’.
15.2. The Charity shall have the following officers:
15.2.1. A chair,
15.2.2. A vice-chair,
15.2.3. A secretary,
15.2.4. A treasurer.
15.3. A member of the Executive Committee must be a member of the
Charity or the nominated representative of a member organisation.
15.4. No one may be appointed a member of the Executive Committee if he
or she would be disqualified from acting under the provisions of Clause 18.
15.5. The number of members of the Executive Committee shall be not less
than three but (unless otherwise determined by a resolution of the Charity in
general meeting) shall not be subject to any maximum.
15.6. A member of the Executive Committee may not appoint anyone to act
on his or her behalf at meetings of the Executive Committee.
15.7. All the 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.
15.8. Nobody shall be appointed as a member of the Executive Committee
who is aged under 18.
15.9. No person shall be entitled to act as a member of the Executive
Committee whether on a first or on any subsequent entry into office until after
signing a declaration of acceptance of willingness to act in the trusts of the
Charity.

16. Appointment of Officers and the Executive Committee
16.1. The Charity in general meeting shall elect the officers and the
other members of the Executive Committee.
16.2. The Executive Committee may appoint any person who is willing to
act as a Trustee. Subject to sub-clause 16.4, they may also appoint Trustees
to act as officers.
16.3. No-one may be elected an officer or a member of the Executive
Committee at any annual general meeting unless prior to the meeting the
Secretary is given a notice of nomination that:
16.3.1. is signed by a member entitled to vote at the meeting;
16.3.2. states the member’s intention to propose the appointment of a
person as an officer or a member of the Executive Committee;
16.3.3. is signed by the person who is to be proposed to show his or her
willingness to be appointed.
16.4. The Executive Committee may not appoint a person to be an officer if
a person has already been elected or appointed to that office and has not
vacated the office.

17. Powers of Trustees
17.1. The Executive Committee must manage the business of the Charity
and has the following powers to further the Objects (but not for any other
purpose):
17.1.1. to raise funds and to invite and receive contributions. In doing so, the
Executive Committee shall not undertake any taxable permanent trading
activity and must comply with any relevant statutory regulations;
17.1.2. to buy, take on lease or in exchange,hire or otherwise acquire any
property and to maintain and equip it for use;
17.1.3. to sell, lease or otherwise dispose of all or any part of the property
belonging to the Charity. In exercising this power, the Trustees must comply as appropriate with sections 117 – 122 of the Charities Act 2011
(or any statutory re-enactment or modification of that Act);
17.1.4. to borrow money and to charge the whole or any part of the property
belonging to the Charity as security for repayment of the money
borrowed. The Executive Committee must comply as appropriate with
sections 124 – 126 of the Charities Act 2011 (or any statutory reenactment or modification of that Act), if they intend to mortgage land;
17.1.5. to co-operate with other charities, voluntary bodies and statutory
authorities and to exchange information and advice with them;
17.1.6. to establish or support any charitable trusts, associations or
institutions formed for any of the charitable purposes included in the
Objects;
17.1.7. to acquire, merge with or enter into any partnership or joint venture
arrangement with any other charity formed for any of the Objects;
17.1.8. to set aside income as a reserve against future expenditure but only in
accordance with a written policy about reserves;
17.1.9. to obtain and pay for such goods and services as are necessary for
carrying out the work of the Charity;
17.1.10. to open and operate such bank and other accounts as the
Executive Committee considers necessary and to invest funds and to
delegate the management of funds in the same manner and subject to
the same conditions as the trustees of a trust are permitted to do by the
Trustee Act 2000 (or any statutory re-enactment or modification of that
Act);
17.1.11. to appoint and constitute such advisory committees as the
Executive Committee may think fit.
17.1.12. to do all such other lawful things as are necessary for the
achievement of the Objects.
17.2. No alteration of this Constitution or any special resolution shall have
retrospective effect to invalidate any prior act of the Executive Committee.
17.3. Any Executive Committee meeting at which a quorum is present at the
time the relevant decision is made may exercise all the powers exercisable
by the Executive Committee.

18. Disqualification and removal of Executive Committee members
A member of the Executive Committee shall cease to hold office if he or she:
18.1. is disqualified from acting as a member of the Executive Committee
by sections 178 and 179 of the Charities Act 2011 (or any statutory reenactment or modification of that provision);
18.2. ceases to be a member of the Charity or a member organisation
18.3. in the written opinion, given to the Charity, of a registered medical
practitioner treating that person, has become physically or mentally
incapable of acting as a member of the Executive Committee and may
remain so for more than three months;
18.4. is absent without the permission of the Executive Committee from all
their meetings held within a period of six consecutive months and the
Executive Committee resolve that his or her office be vacated; or
18.5. resigns as a member of the Executive Committee by notice to the
Charity (but only if at least three members of the Executive Committee will
remain in office when the notice of resignation is to take effect).

19. Meetings and proceedings of the Executive Committee
19.1. The members of the Executive Committee may regulate their
proceedings as they think fit,subject to the provisions of this Constitution.
19.2. The Executive Committee shall hold at least two ordinary meetings
each year. A special meeting may be called at any time by the Chair or 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
coopted member then not less than 21 days’ notice must be given.
19.3. The person elected as the Chair shall chair meetings of the Executive
Committee.
19.4. If the Chair is unwilling to preside or is not present within ten minutes
after the time appointed for the meeting, the members of the Executive
Committee present may appoint one of their number to chair that meeting.
19.5. The person appointed to chair meetings of the Executive Committee
shall have no functions or powers except those conferred by this Constitution or
delegated to him or her in writing by the Executive Committee.
19.6. Matters requiring a decision arising at a meeting of the Executive
Committee must be decided by a majority of votes.
19.7. In the case of an equality of votes, the person who chairs a meeting of
the Executive Committee shall have a second or casting vote.
19.8. No decision may be made by the Executive Committee unless a
quorum is present at the time the decision is made.
19.9. The quorum shall be two or the number nearest to one-third of the
total number of members of the Executive Committee, whichever is the
greater or such larger number as may be decided from time to time by the
Executive Committee.
19.10. A member of the Executive Committee shall not be counted in the
quorum present when any decision is made about a matter upon which that
Executive Committee member is not entitled to vote.
19.11. If the number of members of the Executive Committee present is less
than the number fixed as the quorum, the continuing members or member may act
only for the purpose of filling vacancies or of calling a general
meeting.
19.12. The Executive Committee may appoint one or more sub-committees
consisting of three or more members and member organisation
representatives to make any inquiry or supervise or perform any function or
duty which in the opinion of the Executive Committee would be more
conveniently carried out by a sub-committee: provided that all acts and
proceedings of any such sub-committees shall be reported to the Executive
Committee.
19.13. The Executive Committee shall keep minutes of the proceedings at
meetings of the Executive Committee and any sub-committee.
19.14. 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.
19.15. The proceedings of the Executive Committee shall not be invalidated
by any vacancy among its number or by any failure to appoint or any defect
in the appointment or qualification of a member.

20. Conflicts of interests and conflicts of loyalties
20.1. A member of the Executive Committee must:
20.1.1. Declare the nature and extent of any interest, direct or indirect, which
he or she has in a proposed transaction or arrangement with the Charity
or in any transaction or arrangement entered into by the Charity which
has not been previously declared; and
20.1.2. Absent himself or herself from any discussions of the Executive
Committee in which it is possible that a conflict will arise between his or
her duty to act solely in the interests of the Charity and any personal
interest (including but not limited to any personal financial interest).
Any member of the Executive Committee absenting himself or herself from
any discussions in accordance with this Clause must not vote or be counted
as part of the quorum in any decision of the Executive Committee on the
matter.

21. Saving provisions
21.1. Subject to sub-clause 21.2 of this clause, all decisions of the
Executive Committee, shall be valid notwithstanding the participation in any
vote of a Charity Trustee:
21.1.1. who is disqualified from holding office;
21.1.2. who had previously retired or who had been obliged by this
Constitution to vacate office;
21.1.3. who was not entitled to vote on the matter, whether by reason of a
conflict of interests or otherwise;
if, without the vote of that Trustee and that Trustee being counted in the quorum,
the decision has been made by a majority of the Executive Committee at a
quorate meeting.
21.2. Sub-clause 21.1 of this Clause does not permit a Charity Trustee to
keep any benefit that may be conferred upon him or her by a resolution of the
Executive Committee or of a committee of Charity Trustees if, but for subclause 21.1, the resolution would have been void, or if the Charity Trustee
has not complied with clause 20 (Conflicts of interests andconflicts of
loyalties).

22. Delegation
22.1. The Executive Committee may delegate any of its powers or functions
to one or more sub-committees, consisting of one or more Trustees and
other members of the Charity, but the terms of any such delegation must be
recorded in Executive Committee minutes and any referenced supporting
documents.
22.2. The Executive Committee may impose conditions when delegating,
including the conditions that:
22.2.1. The relevant powers are to be exercised exclusively by the subcommittee to whom they are delegated;
22.2.2. No expenditure may be incurred on behalf of the Charity except in
accordance with a budget previously agreed with the Executive
Committee.
22.3. The Executive Committee may revoke or alter a delegation.
22.4. All acts and proceedings of any sub-committees must be reported
accurately to the Executive Committee.

23. Accounts, Annual Report, Annual Return
23.1. The Executive Committee shall comply with their obligations under the
Charities Act 2011 (or any statutory re-enactment or modification of that Act)
with regard to:
23.1.1. the keeping of accounting records for the Charity;
23.1.2. the preparation of annual statements of account for the Charity;
23.1.3. the auditing or independent examination of the statements of account
of the Charity;
23.1.4. the transmission of the statements of account to the Commission
where Commission thresholds are exceeded;
23.1.5. the preparation of an annual report and its transmission to the
Commission;
23.1.6. the preparation of an annual return and its transmission to the
Commission.

24. Investments
24.1. The Executive Committee must ensure that:
24.1.1. funds in excess of day to day requirements held by the Charity are
lodged with a banking institution to maximise return thereon.
24.1.1.1. if funds in excess of day to day requirements are to be
invested in a form other than in cash these investments shall be
held by or on behalf of the Charity, either in a corporation entitled to
act as custodian trustee or in not less than three individuals
appointed by them as holding trustees.
24.1.1.2. if a corporation entitled to act as custodian trustee has not
been appointed to hold the property of the Charity, the Executive
Committee may permit any investments held by or in trust for the
Charity to be held in the name of a clearing bank, trust corporation
or any stockbroking company which is a member of the
International Stock Exchange (or any subsidiary of any such
stockbroking company) as nominee for the Executive Committee,
and may pay such a nominee reasonable and proper remuneration
for acting as such.
24.1.2. terms of the appointment of any holding trustees must provide that
they may act only in accordance with lawful directions of the Trustees
and that if they do so they will not be liable for the acts and defaults of
the Trustees or of the members of the Charity.
24.1.3. the Executive Committee may remove the holding trustees at any
time.

25. Notices
25.1. Any notice required by this Constitution to be given to or by any
person must be:
25.1.1. in writing; or
25.1.2. given using electronic mail communications.
25.2. The Charity may give any notice to a member either:
25.2.1. personally; or
25.2.2. by sending it by post in a prepaid envelope addressed to the member
at his or her address; or
25.2.3. by leaving it at the address of the member; or
25.2.4. by giving it using electronic mail communications to the member’s
address.
25.3. A member who does not register an address with the Charity or who
registers only a postal address that is not within the United Kingdom shall not
be entitled to receive any notice from the Charity.
25.4. A member present in person at any meeting of the Charity shall be
deemed to have received notice of the meeting and of the purposes for
which it was called.
25.5. Proof that an envelope containing a notice was properly addressed,
prepaid and posted shall be conclusive evidence that the notice was given.
25.6. Proof that a notice contained in an electronic communication was sent
in accordance with guidance issued by the Institute of Chartered Secretaries
and Administrators shall be conclusive evidence that the notice was given.
25.7. A notice shall be deemed to have been given 48 hours after the
envelope containing it was posted or, in the case of an electronic mail
communication, 48 hours after it was sent.

26. Receipts and expenditure
26.1. The funds of the Charity, including all donations, contributions and
bequests shall be paid into an account operated by the Executive Committee
in the name of the Charity, at such bank as the Executive Committee shall
from time to time decide. All cheques in excess of £200 drawn on the
account must be signed by at least two members of the Executive
Committee.

27. Interpretation
27.1. In this constitution ‘connected person’ means:
27.1.1. a child, parent, grandchild, grandparent, brother or sister of the
Trustee;
27.1.2. the spouse or civil partner of the Trustee or of any person falling within
sub-clause 27.1.1 above;
27.1.3. a person carrying on business in partnership with the Trustee or with
any person falling within sub-clause 27.1.1 or 27.1.2 above;
27.1.4. an institution which is controlled:
27.1.4.1. by the Trustee or any connected person falling within subclause 27.1.1, 27.1.2, or 27.1.3 above; or
27.1.4.2. by two or more persons falling within sub-clause 27.1.4.1,
when taken together;
27.1.5. a body corporate in which
27.1.5.1. the Charity Trustee or any connected person falling within subclauses 27.1.1 to 27.1.3 has a substantial interest; or
27.1.5.2. two or more persons falling within sub-clause 27.1.5.1 who,
when taken together, have a substantial interest.
27.1.6. Sections 350 – 352 of the Charities Act 2011 apply for the purposes of
interpreting the terms used in this clause.

This constitution was adopted by the members of the Charity at an annual general
meeting. The signatures below are those of the Officers of the Salisbury Civic
Society.
Mr. P Dunbar (Chair)
Mr. R Deane (Vice-Chair)
Mr. A Harris (Treasurer)
Mr. B Sinclair-Kemp (Secretary)