Our Name

The name of the Society shall be The Windlesham Society.

OBJECTS

The Society is established for the public benefit for the following purposes in the area comprising the village of Windlesham which shall hereinafter be referred to as “the area of benefit”:

(i) to promote high standards of planning and architecture in or affecting the area of benefit

(ii) to inform and promote the public about the geography history natural history and architecture of the area of benefit and such other related matters

(iii) to secure the preservation protection development and improvement of features of historic or public interest in the area of benefit

In addition the Society is established for any charitable purposes for the benefit of the inhabitants of the village of Windlesham as the Executive Committee shall think fit

In furtherance of the said purposes but not otherwise the Society through its Executive Committee shall have the following aims:

(1) to promote civic pride in the area of benefit

(2) to promote research into subjects directly connected with the objects of the Society and to publish the results of any such research

(3) to work with the local authorities and all other statutory authorities voluntary organisations charities and persons within the area of benefit

(4) to publish papers reports and other literature relating to the area of benefit

(5) to make surveys and prepare maps and plans and collect information in relations to any place erection or building of intrinsic value or historic interest within the area of benefit

(6) to hold meetings lectures and exhibitions

(7) to inform public opinion and to provide  information relating to the area of benefit

(8) to raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription donation or otherwise provided that the Society shall not undertake any permanent trading activities in raising funds to further the objects of the Society

9) to acquire by purchase gift or otherwise property whether subject to any special trust or not

(10) to sell let mortgage dispose of or turn to account all or any of the property or funds as the Society shall deem necessary

(11) to borrow or raise money for the purposes of the Society on such terms and on such security as the Executive Committee shall think fit but so that the liability of individual members of the Society shall in no case extend beyond the amount of their respective subscriptions

(12) to do all such other things as are necessary for the attainment of said purposes.

MEMBERSHIP

Membership shall be open to all who are interested in actively furthering the purposes of the Society.  No member shall have power to vote at any meeting of the Society if his or her subscription is in arrears at the time. Corporate members shall be businesses with their trading address in Windlesham or the surrounding area. Societies associations educational institutions who are interested in actively furthering the purposes of the Society shall be eligible for membership. Voting rights shall be restricted as follows:

Ordinary members not resident in Windlesham shall not be eligible to vote

A corporate society association or educational institute member may appoint one single representative who shall be either resident in Windlesham or employed or otherwise specifically associated with the corporate member’s activities to vote on its behalf at all meetings before such representative exercises his or her right to vote. Such members shall give particulars in writing to the Honorary Secretary (or other Officer) of such representative no less than 48 hours before the meeting or occasion when voting is required.

SUBSCRIPTION

The subscription shall be:

Life members per household £50.00

Full members per household per annum £5.00

Corporate members per annum £25.00

or such other reasonable sums as the Executive Committee shall determine from time to time and shall be payable annually on the anniversary of first joining the Society or another date as determined by the Executive Committee. Members paying by cash at a collection point must include name and address to qualify for Membership. Membership shall lapse if the subscription is unpaid six months after it is due.

MEETINGS

An Annual General Meeting shall be held each year to receive the Executive Committee’s report and audited accounts and to elect Officers and Members of the Committee. The Committee may decide when ordinary or extraordinary meetings of the Society shall be held.

A meeting will be quorate when three Committee members are present. However, the intention is to have at least  five Committee members available if possible.

Extraordinary or Special General Meetings of the Society maybe held at the written request of fifteen or more members whose subscriptions are fully paid-up. Six members personally present shall constitute a quorum for a Meeting of the Society.

The Committee shall give at least 7 days’ notice to members of all Meetings of the Society. 

OFFICERS

Nominations for the election of Officers shall be made in writing to the Honorary Secretary at least 7days before the Annual General Meeting. Such nominations shall be supported by a seconder and the consent of the proposed nominee must first have been obtained. The elections of Officers shall be completed prior to the election of further Committee members. Nominees for election as Officers or Committee members shall declare at the Annual General Meeting at which their election is to be considered any financial or professional interest known or likely to be of concern to the Society.

The Officers of the Society shall consist of the following appointments:

Chairman

Secretary

Treasurer

all of whom shall (1) be voting members of the Society; and (2) shall relinquish their office every year and shall be eligible for re-election at the Annual General Meeting. The Executive Committee shall have the power to fill casual vacancies occurring among the Officers of the Society.

EXECUTIVE COMMITTEE

The Executive Committee shall be responsible for the management and administration of the Society. The Executive Committee shall consist of the Officers and not less than 2 or not more than 10 members.  The Executive Committee shall have power to co-opt further members (who shall attend in an advisory and non-voting capacity). The Officers and members of the Executive Committee shall normally be resident or work in the area of benefit but the Executive Committee shall have the power to co-opt additional members from outside the area of benefit.

SUB-COMMITTEES

The Executive Committee may constitute such sub-committees from time to time as shall be thought fit. The Chairman and Secretary of each sub-committee shall be appointed by the Executive Committee and all actions and proceedings of each sub-committee shall be reported to and be confirmed by the Executive Committee as soon as possible. Members of the Executive Committee may be members of any sub-committee and membership of a sub- committee shall be no bar to appointment to membership of the Executive Committee.   Sub-committees shall be subordinate to and may be regulated or dissolved by the Executive Committee. Members or non-members may be co-opted to any sub-committee by the Chairmen of both the Executive Committee and the relevant sub-committee in order to further the objectives of that sub-committee.

DECLARATION OF INTEREST

It shall be the duty of every Officer or member of the Executive Committee or Sub-Committee who is in any way directly or indirectly interested financially or professionally in any item discussed at any Committee meeting at which he or she is present to declare such interest and he/she shall not discuss at such time (except by invitation of the Chairman) or vote thereon. The Secretary will maintain a Register of Interests.

EXPENSES OF ADMINISTRATION AND APPLICATION OF FUNDS

The Executive Committee shall out of the funds of the Society pay all proper expenses of administration and management of the Society. After the payment of the administration and management expenses and the setting aside to reserve of such sums as may be deemed expedient the remaining funds of the Society shall be applied by the Executive Committee in furtherance of the purposes of the Society.

INVESTMENT

All monies at any time belonging to the Society and not required for immediate application for its purposes shall be invested by the Executive Committee in or upon such investments securities or property as it may think fit subject nevertheless to such authority approval or consent by the Charity Commissioners as may for the time being required by law or by the special trusts affecting any property in the hands of the Executive Committee.

TRUSTEES

Any freehold or leasehold property acquired by the Society shall and if the Executive Committee so directs any other property belonging to the Society may be vested in trustees who shall deal with such property as the Executive Committee may from time to time direct.  Any trustees shall be at least two in number or a trust corporation. The Power of appointment of new trustees shall be vested in the Executive Committee. A trustee need not be a member of the Society but no person whose membership lapses by virtue of clause 4 hereof shall thereafter be qualified to act as a trustee unless and until re-appointed as such by the Executive Committee. The Honorary Secretary shall from time to time notify the trustees in writing of any amendment hereto and the trustees shall not be bound by any such amendments in their duties as trustees unless such notice has been given. The Society shall be bound to indemnify the trustees in their duties (including the proper charge of a trustee being a trust corporation) and liability under such indemnity shall be a proper administrative expense.

AMENDMENTS

This Constitution may be amended by a two-thirds majority of members present at an Annual General Meeting or Extraordinary or Special General Meeting of the Society, provided that 28 days’ notice of the proposed amendment has been given to all members and provided that nothing herein 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.

NOTICES

Any notice required to be given as specified herein shall be deemed to be duly given if sent by email or prepaid post addressed to the address of that member last notified to the Secretary.

WINDING UP

The Society may be dissolved by a two-thirds majority of members voting at an Annual General meeting or Extraordinary or Special General Meeting of the Society confirmed by a simple majority of members voting at a further Extraordinary or Special General Meeting held at not less than 14 days after the previous meeting.

If a motion for the dissolution of the Society is to be proposed at an Annual General Meeting or an Extraordinary or  Special General Meeting this motion shall be referred to specifically when notice of a Meeting is given. In the event of the dissolution of the Society the available funds of the Society shall be transferred to such one or more charitable institutions having objects similar or reasonably similar to those herein before declared as shall be chosen by the Executive Committee and approved by the Meeting of the Society at which the decision to dissolve the Society is confirmed. On dissolution the minute books and other records of the Society shall be deposited with the Charity Commission.