Constitution
This CONSTITUTION was adopted at the Annual General Meeting held on 25 April 2025 and replaces all former constitutions of the Cheshire Local History Association.
1. Name
The name of the organisation is Cheshire Local History Association, referred to hereafter as CLHA.
2. The Objects
The Objects of CLHA are:
(1) to promote the study of, and interest in, local history within the ancient County Palatine of Chester and the County of Cheshire as defined by both its pre- and post-1974 boundaries.
(2) to provide a forum for local history societies and for individuals with an interest in local history within Cheshire as defined in (1) above.
For the purposes of this document, local history is broadly interpreted, and may embrace archaeology, genealogy, antiquarianism, place-name studies and other relevant disciplines.
3. Powers
In furtherance of the Objects but not further, CLHA may:
(1) promote co-operation and the exchange of information with representatives of other bodies and individuals engaged in the advancement of the study of local history;
(2) promote, commission, carry out and publish articles, research, surveys and investigations relating to local history;
(3) promote, sponsor or hold exhibitions, conferences, meetings, lectures, seminars and training events;
(4) disseminate information on all matters affecting the advancement of local history;
(5) acquire, develop and maintain any assets (including any rights and privileges) necessary for promotion of the Objects and, subject to any consents required by law, dispose or turn to account all or any part of such assets;
(6) accept monetary and other contributions;
(7) invest such funds as are not immediately required for its purposes, subject nevertheless to any conditions that may be imposed or required by law;
(8) enter into such contracts as are necessary for the proper pursuit of the Objects.
4. Membership
(1) Membership is open both to individuals of 16 years and upwards and to societies that are in accord with the Objects of CLHA, on payment of an annual subscription. Individual membership shall be deemed to include the spouse or partner of the member in joint membership, provided that they are resident at the same address and one or other of the couple does not request otherwise.
(2) Membership is not transferable and, exceptionally, may be refused or revoked if in the opinion of the Executive Committee this would be in the best interests of CLHA. Anyone whose membership is refused or terminated shall have the right to be heard before a final decision is made.
(3) Annual membership covers the calendar year from 1 January to 31 December, with payment of the subscription due prior to the start of the year. Membership shall normally be terminated if the subscription is not paid within a period of grace determined by the Executive Committee.
(4) New members joining part way through the calendar year shall normally pay the full subscription for that year but the Executive Committee may exercise discretion on the sum due.
(5) The sum payable as the annual subscription shall be agreed for the following year at the Annual General Meeting on advice from the Executive Committee.
(6) The Executive Committee shall keep a register of names and contact details of paid- up members, both individuals and affiliated societies. This register shall be accessible to the Secretary, Chair and one other designated member of the Executive Committee, for such time as they hold these positions but no longer.
(7) A record of individual members and the member representative of each affiliated society in attendance at Annual or Extraordinary General Meetings shall be kept as part of the attendance record.
(8) Each individual member whose subscription has been paid for the year is entitled to one vote at Annual or Extraordinary General Meetings. In the case of joint membership, only one vote is permitted.
(9) Each affiliated society whose subscription has been paid for the year may appoint a representative who is entitled to one vote on its behalf at Annual or Extraordinary General Meetings. The society may also appoint observers who do not have voting rights.
(10) A person eligible to vote in more than one capacity shall be entitled to do so, up to a maximum of three votes.
(11) Only those registered as in attendance at a meeting, whether as individual members or as authorised society representatives, may vote at that meeting. Proxy voting, other than by society representatives, is not permitted, nor is any form of postal voting.
5. Officers and Executive Committee
(1) The general management of the affairs of CLHA shall be directed by an Executive Committee which shall meet as necessary at the discretion of the Chair and at least three times a year.
(2) The Executive Committee shall consist of:
(a) a Chair, an Honorary Secretary and an Honorary Treasurer, all elected at an Annual General Meeting, or exceptionally an Extraordinary General Meeting;
(b) at least 5 and no more than 10 other members, elected at an Annual General Meeting, or exceptionally an Extraordinary General Meeting;
(3) The Executive Committee shall co-opt a representative of Cheshire Archives & Local Studies and may co-opt up to 3 further members to serve until the next Annual General Meeting, all of whom shall have the same voting rights as elected members.
(4) At its first meeting following the election or co-option of members, the Executive Committee shall appoint from among them such officers as it deems appropriate. These may include, but shall not be confined to: vice-chair, membership secretary, minutes secretary, journal editor or editors, webmaster/mistress, public relations officer, communications officer. The same individual may hold more than one post.
(5) The Chair shall be elected to serve for three years, renewable by further election for another three years, but may not then stand for the position again until at least one year has elapsed. All other officers and Executive Committee members shall be appointed or elected for one year, renewable, and may serve for an indefinite term.
(6) If a simple majority of those present at a General Meeting, as in 6.8 below, and eligible to vote as in 4.8 to 4.11 above, so determine, CLHA may elect a President and one or more honorary members in recognition of distinguished service to local history or to CLHA. These awards will normally be for life but may be withdrawn for any reason by the Executive Committee. A President or honorary member is entitled to such benefits from membership as the Executive Committee may determine but is exempt from paying a subscription and has no voting rights.
(7) Should the Chair be unable to attend an Executive or General meeting, such meeting shall be chaired by the vice-chair, or if that person is unavailable by a member elected for the purpose by a simple majority of those present. Voting at a General Meeting to determine a simple majority shall follow 4.8 to 4.11 above and 6.8 below.
(8) Nominations for the positions of Chair, Honorary Secretary and Honorary Treasurer and for elected membership of the Executive Committee shall be made in writing by a proposer and a seconder from among the members of CLHA, and must be in the hands of a person appointed for that purpose by the Executive Committee at least 14 days before the date of the Annual General Meeting (or exceptionally Extraordinary General Meeting).
(9) Where the office of Chair, Secretary or Treasurer falls vacant between Annual General Meetings, the Executive Committee may appoint a temporary honorary officer to hold the office until the next Annual General Meeting, or may summon an Extraordinary General Meeting for the purpose of electing a successor.
(10) The Executive Committee may decide on, appoint and determine the remuneration of, any contractor, but such person shall not normally be a member of the Committee.
6. Meetings
(1) Meetings of CLHA may either be held in person at suitable venues determined by the Executive Committee or alternatively be held by videoconferencing at the discretion of the Executive Committee. In both cases, participants shall register their attendance at or before the start of the meeting.
(2) An Annual General Meeting of CLHA shall be held at such time and place as the Executive Committee shall determine and not more than 15 months after the preceding Annual General Meeting. The business shall include the election of honorary officers and Executive Committee members, subscriptions to be paid for the coming financial year, the appointment of an independent examiner, the consideration of an annual report of the work done by or under the auspices of the Committee, together with the report of the independent examiner and the transaction of such other matters as may be necessary.
(3) The Executive Committee may at any time at its discretion call an Extraordinary General Meeting of CLHA. The Chair must also call an Extraordinary General Meeting within one month of receiving a written request so to do, signed by not less than 10 paid-up members and specifying the business to be transacted at such a meeting. For this purpose, an individual counts as one member, a couple in joint membership count as one member and an authorised representative of a member society counts as one member, as in 4.8 to 4.10 above. The meeting shall address only the matter or matters raised in that correspondence.
(4) The Executive Committee shall make arrangements for details of the Annual and any Extraordinary General Meeting to be communicated to each member at least 21 days prior to the event.
(5) The quorum for a meeting of the Executive Committee shall be one-third of the membership thereof, whether elected or co-opted. The quorum at the Annual General Meeting and at any Extraordinary General Meeting shall be 20 paid-up members. For this purpose, an individual counts as one member, a couple in joint membership count as one member and an authorised representative of a member society counts as one member, as in 4.8 to 4.11 above. No decisions on matters of governance shall be taken if a meeting is not quorate.
(6) The Executive Committee may appoint a sub-committee or working group if deemed advantageous to the furtherance of the Objects of CLHA, having determined its terms of reference, powers, duration and composition. Any such sub-committee or working group shall produce a written record of its proceedings and report to the next convenient meeting of the Executive Committee following such proceedings. Any recommendations in the report shall be subject to the approval of the Executive Committee.
(7) At a General Meeting, each member or representative shall have one vote, as defined in 4.8 to 4.11 above, in respect of any matter voted on. Decisions shall be made by a simple majority vote as in 6.8 below, except for those pertaining to special resolutions as in 6.9 below, where a two-thirds majority is required.
(8) Voting at General Meetings shall proceed as follows. Proposals are normally decided by resolution. Those entitled to vote raise their hand to indicate support or otherwise for the resolution proposed, the votes are counted, and the Chair announces the result. The majority of resolutions at General Meetings require a simple majority (more than half) of the votes cast for or against to pass. An equality of votes does not constitute a majority.
(9) Special resolutions, those which address certain important and key decisions, require a supermajority in order to be carried. These resolutions, such as a proposal to change the Constitution, shall be put to the Annual General Meeting and in order to pass require a two-thirds majority of those attending and entitled to vote. A special resolution proposed at an Extraordinary General Meeting requires the same supermajority to pass. For the purposes of determining a two-thirds majority in favour of a special resolution, abstentions count against. The Executive Committee shall determine in advance of the meeting, and declare in the agenda, whether a resolution is deemed to be a special resolution.
(10) Minutes shall be kept of all General and Executive Committee meetings, providing a record of CLHA’s proceedings and resolutions. These minutes shall be kept in a secure place, accessible to both the Honorary Secretary and the Chair.
(11) The Executive may from time to time arrange Membership Meetings, open to all paid up individual members and society representatives and observers, for the furtherance of the Objects set out in Section 2 above. These meetings may include talks, guided visits, society news, exchanges of information and consultation on proposed developments, but shall have no powers in respect of the governance of CLHA.
7. Finance
(1) The financial year shall run from 1 January to 31 December.
(2) The Executive Committee shall authorise the Chair and the Honorary Treasurer, and may authorise up to two additional committee members for the purpose, to undertake such financial transactions on behalf of CLHA in such manner as the committee may from time to time specify.
(3) The Treasurer shall ensure that proper accounts and records are maintained of the transactions of CLHA and that proper annual financial statements are produced each year for examination by an independent examiner.
(4) All money raised by or on behalf of CLHA shall be applied solely to further its Objects.
(5) The accounts shall be independently examined at least once a year by the independent examiner appointed at the Annual General Meeting, or, exceptionally, an Extraordinary General Meeting.
(6) The independent examiner's report for the last financial year shall be submitted for approval by the Executive Committee to the Annual General Meeting.
8. Personal Interest
No Executive Committee member shall acquire any interest in any asset belonging to CLHA or, otherwise than when acting on behalf of CLHA, either receive remuneration from, or be interested in any contract entered into by, the Executive Committee.
9. Rules
The Executive Committee may from time to time make rules for the conduct of its business. If intended to be binding on all members of CLHA, they shall be subject to approval by simple majority vote at a General Meeting, the votes being counted as in 4.8 to 4.11 above. No rule shall be inconsistent with, or shall affect or repeal, anything contained within this Constitution.
10. Alterations to the Constitution
This Constitution may be altered by a special resolution passed by not less than two-thirds of the members present and eligible to vote at a General Meeting. Eligible votes are to be counted as in 4.8 to 4.11 and 6.9 above. The notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed.
11. Dissolution
(1) If the Executive Committee decides that it is advisable or necessary to dissolve CLHA it shall call a General Meeting of all paid-up members, giving at least 21 days’ notice and stating the terms of the resolution.
(2) If the proposal is confirmed by a two-thirds majority of those present and eligible to vote, counted as in 4.8 to 4.11 above, the Committee shall have power to realise any assets held by or on behalf of CLHA. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable or educational institution having Objects similar to those of CLHA as the members may determine, or failing that shall be applied for some other charitable purpose.
Signatures
Aileen Thompson (AGM chair)
Sharon Varey (chair from 2025)
Date of Adoption: 25 April 2025.