Our Constitution

(Adopted at the Annual General Meeting of 23rd January, 1959 and amended at Annual General Meetings of 3rd March 1960, 26th April 1962, 26th June 1969 and 4th June 1974. Clause 7 added by the Committee on 23rd February 1976 for later ratification at Annual General Meeting. Further revised at the committee meeting on 4th February, 2011 and at the committee meeting on 19th January, 2015. Further amended at the Annual General Meeting of the 26th of October 2020.)

Clause 1

The name of the Society (founded in 1938) shall be the DEDHAM VALE SOCIETY. Its officers shall consist of a President, Vice President, Chairman, Honorary Secretary and Honorary Treasurer. The Trustees of the Society shall be the officers (excluding the President and Vice President) and the Members of the Committee.

Clause 2

The objects of the Society shall be the maintenance, protection and, if possible, the enhancement of the natural and architectural beauties and amenities of the Area of Outstanding Natural Beauty known as the Dedham Vale and to stimulate public consciousness to these ends.

Clause 3

3.1 Membership is open to all who are interested in the objects of the Society. The minimum subscription shall be as determined from time to time by the Committee and approved at an Annual General Meeting

3.2 Junior members shall be those aged less than 18 at the time their subscriptions are due
and they shall not be entitled to vote at any meeting of the Society

3.3 Membership is terminated if:
    (1) the member dies or, if it is an organisation, ceases to exist;
    (2) the member resigns by written notice to the Society;
    (3) any sum due from the member to the Society is not paid in full within six months of it falling due

Clause 4

4.1 The executive body of the Society shall be the Committee. The membership of this Committee shall be of a size sufficient to meet the demands of the efficient running of the Society.

4.2 (a) The Committee shall be responsible for the administration and management of the Society. The Committee shall consist of the officers (excluding the President and VicePresident) and not less than four other Members and no more than fifteen other Members (b) The Committee shall have power to co-opt further Members (who shall attend in an advisory and non-voting capacity). The President and Vice-President may attend any meeting of the Committee but shall not vote at any such meeting unless they are elected as Members of the Committee. In the event of an equality in the votes cast, the Chairman shall have a second or casting vote. (c) Nominations for election to the Committee shall be made in writing at least 14 days before the Annual General Meeting. They must be supported by a seconder and the consent of the proposed nominee must first have been obtained. If the nominations exceed the number of vacancies, a ballot shall take place in such manner as shall be determined by the Committee. Members of the Committee shall be elected annually at the Annual General Meeting of the Society; outgoing Members may be re-elected. (d) The Committee shall meet not less than twice a year at intervals of not more than six months, and the Hon. Secretary shall give all Members not less than 7 days’ notice of each meeting. The quorum shall, as near as may be, comprise one-third of the Members of the Committee.

4.3 Representatives of other bodies (a) Any amenity society that is a member of the Society may nominate any person to act as its representative at any meeting of the Society (including a Committee meeting). (b) The organisation must give written notice to the Society 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 Society. The nominee may continue to represent the organisation until written notice to the contrary is received by the Society. (c) Any such representative may not vote at any meeting and shall not be regarded as a Trustee of the Society

Clause 5

5.1 Powers of the Committee
The Committee must manage the business of the Society and have the following powers in order to further the objects (but not for any other purpose): (a) to co-operate with other charities, voluntary bodies and statutory authorities and to
exchange information and advice with them; (b) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects; (c) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves; (d) to open and operate such bank and other accounts as the trustees consider 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; (e) to do all such other lawful things as are necessary for the achievement of the objects.

5.2 Delegation
The Committee may delegate any of their powers or functions to a sub-committee of two or
more Members but the terms of any such delegation must be recorded in the minute book.

Clause 6

6.1 The Annual General Meeting of the Society shall be held on such a date as the Committee may determine. The main business of the Annual General Meeting shall be to receive the Committee’s report and accounts to elect officers and Members of the Committee and to consider any points which members may desire to raise.

6.2.1. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

6.2.2 The Committee may call an Extraordinary General Meeting at any time.

6.2.3 The Committee must call an Extraordinary 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 Committee fail to hold the meeting within twenty-eight days of the request, the members may proceed to call an Extraordinary General Meeting but in doing so they must comply with the provisions of this constitution.

6.2.4 Notice (a) The minimum period of notice required to hold any general meeting of the Society is fourteen clear days from the date on which the notice is deemed to have been given. (b) 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. (c) The notice must be given to all the members

Clause 7

7. Closure: In the event of the Society being wound up by consent of the members at a General Meeting, the Treasurer for the time being shall be empowered to hand over the remaining funds and property to the Treasurer of the Campaign to Protect Rural England, whose receipt shall be adequate discharge.

Clause 8

8. This Constitution may be amended by a two-thirds majority of members present at an Annual General Meeting or Extraordinary General Meeting of the Society, provided that 28 days’ notice of the proposed amendment has been given to all members and provided that nothing therein contained shall authorise any amendment the effect of which would be to cause the Society at any time to cease to be a charity in law.

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