The Need for a Strong Constitution
When Monica Godfrey set up the Abbey
Chronicle in 1989, with Barbara Harris and Olga Lock-Kendell as her
co-founders, it was very much an ad hoc
organisation that began to grow as more EJO enthusiasts were found. By the time
Monica handed things over to Ruth Allen in 1996 there were nearly four hundred
members, Olga had withdrawn from her ‘researcher’ role but was still actively
contributing ideas and articles, and Patzi Gidlow-Jackson had become Archivist.
Shortly after Ruth took over, Stella Bateman took on the Library from Barbara,
and Gwyneth Osborn took over from Patzi as Archivist. Since then Gillian Jackson
has come on board as Merchandise Coordinator and Kate Kirman has taken over
from Gwyneth. More recently Editorship has passed, first to Fiona Dyer and
currently to Lorraine Toogood, and Ruth was still sitting in the middle of
the web dealing with all the membership records, the accounts, and anything and
everything else that cropped up - unless she could persuade Lorraine, Gillian,
Stella or Kate to do it instead!
Now Janice Brown has taken on the duties of Treasurer, so Ruth
has become Administrator, and with Lorraine as
Editor, there are three of us to shoulder the necessary business of the Society,
and make sure it is in a fit and proper state to continue doing what we have
all expected it to do for the past 23 years.
As current Administrator, Editor and Treasurer of the
Society, we have been working to put the Society on a formal footing, which permits us as Officers of the Society, legally to hold funds in accounts on
behalf of the Society, to undertake agreements on its behalf – for instance
with printers, regarding the publications we are undertaking – and, perhaps more
importantly, limits your/members’ legal liability should anything untoward
befall the Society.
The Constitution for the Society that
has been drawn up in conjunction with our legal advisors is shown below.
We have been very conscious of Monica’s original aims in setting the
Society up, and are determined to maintain the Camp Fire-y ethos that she
engendered. The Constitution became effective from 1 September 2012.
Ruth Allen, Romsey; Lorraine Toogood, Buckden; Janice Brown, Hastings
THE CONSTITUTION OF THE ELSIE JEANETTE OXENHAM APPRECIATION SOCIETY
1.1 The society is called
"The Elsie Jeanette Oxenham Appreciation Society" (the Society). It
may also be known as "The Elsie J Oxenham Society" or "The EJO
2 AIMS AND OBJECTIVES
2.1 The Society was established
by Monica Godfrey (the Founder) and has the following aims and objectives:
2.1.1 To provide a ‘postal meeting place’ for all those who
collect the books and are interested in the work of Elsie Jeanette Oxenham (the
2.1.2 To publish a magazine (the Abbey Chronicle).
2.1.3 To publish or reprint books and material by the
Author in particular but not limited to items that are either out-of-print or
as yet unpublished.
2.1.4 To publish such other relevant books or booklets in
particular but not limited to items relating to the work, settings or
characters used by the Author in her works.
2.1.5 To maintain a library of reading copies of books by,
about, or relevant to the Author herself, or her work, settings or characters
for the purpose of lending to Members of the Society.
2.1.6 To maintain a collection of archival material
relating to the Author herself, or her work, settings or characters and to loan
items from this collection to Members of the Society.
2.1.7 To organise from time to time events or activities associated
with the Author and her work.
2.1.8 To maintain an online presence by means of a website
and online discussion group.
2.1.9 To encourage, maintain and engender so far is
possible among the membership of the Society the 'Camp Fire-y' spirit originally
described by the Author and encouraged and practised by the Founder.
2.1.10 To do anything else within the law which promotes or
helps to promote the aim and objectives of the Society.
2.2 The Society shall be a
non-profit making organisation with any surpluses to be used in the furtherance
of the aims and objectives stated herein at the discretion of the management
committee of the Society (the Executive Committee).
3 QUALIFICATION FOR MEMBERSHIP [see also Section 6]
3.1 Any individual who shares the aims and
objectives of the Society and is interested in the Author and her work is
eligible to become a Member regardless of gender, race, colour or creed.
3.2 Each Member shall pay an
annual subscription (the Subscription) and complete an annual renewal form.
3.3 Applicants for membership
must be furnished with a copy of this Constitution and be requested to remit to
the Officers of the Society:
3.3.1 a joining form; and
3.3.2 the first Subscription.
within one month from the date of the request.
3.4 On payment of the first
Subscription an individual becomes a Member of the Society (Member) and is
entitled to all the benefits and privileges of membership and agrees to be
bound by this Constitution.
3.5 A member shall be entitled
to attend and vote at the General Meeting and to nominate Officers or propose
3.6 A Member based in the UK shall be entitled
to borrow items from any library or archive of the Society.
3.7 If any Member is in arrears
of the Subscription that Member may not take part in any deliberations of the
Society, nor be eligible for or hold any post in the Society.
4 THE SUBSCRIPTION
4.1 The Subscription is the sum
decided upon from time to time by the Members at the Biennial General Meeting
of the Members (Biennial General Meeting) of the Society having first
considered any recommendation of the Executive Committee.
4.2 The Subscription is payable
on 1st February in each year without demand (except the first subscription of a
new Member as provided by rule 3.3).
4.3 If any Member fails to pay
the Subscription on or before 1st March next after it becomes due, notice must
be sent to the Member calling attention to the failure to pay.
4.4 If a Member receives notice
in writing of the fact that the Subscription is in arrears and does not pay
that amount due within 30 days from the posting of that notice the Executive
Committee may terminate membership and remove that Member from the Society's
4.5 At the discretion of the
Executive Committee and on payment of arrears, the Member may be readmitted to
4.6 Those Members with an address outside of the United Kingdom shall pay an increased annual subscription to allow for the extra cost of overseas postage of the Abbey Chronicle such sums to be decided upon from time to time by the Members at the Biennial General Meeting of the Society having first considered any recommendation of the Executive Committee.
5 TERMINATION OF MEMBERSHIP
5.1 Any Member may resign his or her
membership by giving notice to that effect to the Administrator.
5.2 Membership shall be deemed
to have lapsed if the Subscription is not paid and renewal form not returned on
or before 30th April of the year in question.
5.3 The Executive Committee may,
by a decision made by a two-thirds majority of the committee, withhold or
withdraw membership of the Society from anyone whom they consider to be
unsuitable. The individual may appeal to the Biennial General Meeting against
any such ruling. At the Biennial General Meeting the Member must be allowed to offer an explanation of his conduct verbally
or in writing and if after that two-thirds of the Members present vote for that
Member's expulsion, the Member will immediately cease to be a Member of the
5.4 On ceasing to be a Member of
the Society a person forfeits all right to and claim upon the Society and its
property and funds.
6.1 Any organisation, association, or corporate body may become a subscriber of the
Society (a Subscriber).
6.2 A Subscriber (including the
authorised representative of an organisation) may attend any event or activity
of the Society.
6.3 Subscribers shall not be
entitled to vote at any general meetings of the Members of the
Society nor to nominate Officers or propose resolutions.
6.4 Subscribers shall pay an
annual subscription at the appropriate rate acording to whether they are based in the UK or overseas.
7 HONORARY MEMBERS
7.1 Honorary membership may be
granted at the discretion of the Executive Committee (Honorary Members).
7.2 Honorary Members are
entitled to all the benefit and privileges of membership save that they are not
qualified to be Officers or members of the Executive Committee nor to vote as Members
or to claim any share of the property of the Society on its dissolution.
7.3 For the avoidance of doubt
receipt of a complimentary copy of the Abbey Chronicle (sent at the discretion
of the Executive Committee) does not in itself constitute Honorary Membership.
8 MEMBERSHIP RECORDS
8.1 The membership records shall
be maintained by the Administrator.
8.2 The membership records shall
not be disclosed to any outside person or body and the information therein
shall be used only in accordance with the administrative needs of the Society.
8.3 Membership records shall be
held in accordance with the Data Protection Act 1998 and a Member or Subscriber
may request to see a copy of his/her own specific information held by the
9 COMPOSITION OF THE EXECUTIVE
9.1 The Executive Committee
9.1.1 an administrator, who shall chair the committee;
9.1.2 an editor; and
9.1.3 a treasurer
who shall collectively be known as the Officers.
9.2 Subject to clause 9.3, the
Officers may co-opt to the Executive Committee individuals to carry out the
following functions: merchandise coordinator, librarian, archivist, Events
organiser, publicity or any other officer deemed necessary by the Executive Committee.
Any such individual shall be appointed by resolution of the Officers and shall hold
office until removed by resolution of the Officers.
9.3 The Executive Committee
shall consist of the Officers and up to six other individuals as per clause 9.2.
9.4 Each Officer must be
nominated in writing by at least two Members of the Society. If agreed by the
nominee, details of such nomination shall be published in the Abbey Chronicle.
Officers are elected by the
Members of the Society at the next following Biennial General Meeting. If two
or more persons receive an equal number of votes, lots must be drawn.
9.5 Each Officer of the
Executive Committee shall be hold office for a term of four years and may be
nominated for re-election.
9.6 For the avoidance of doubt,
no one individual may sit on the Executive Committee in more than one capacity at a time.
9.7 If any Officer becomes unwilling or unable to
fulfil his or her duties, s/he may resign, and a replacement shall be co-opted
by the remaining two Officers to serve until the next BGM.
10 PROCEEDINGS OF THE EXECUTIVE
10.1 The Officers must hold at
least four meetings of the Executive Committee at suitable intervals each year.
10.2 The Executive Committee may
hold meetings by telephone or by using any televisual or other electronic or
virtual method agreed by resolution of the Officers in which all participants may
communicate simultaneously with all other participants.
10.3 The Officers may take a
unanimous decision without holding a meeting of the Executive Committee by
indicating to each other by any means, including without limitation by electronic
means, that they share a common view on a matter. Such a decision may, but need
not, take the form of a resolution in writing, copies of which have been signed
by each Officer or to which each Officer has otherwise indicated agreement in
10.4 A quorum at a meeting of
the Executive Committee shall be the Officers.
10.5 Minutes of all the
proceedings of the Executive Committee must be taken and summary reports shall
be published regularly in the Abbey Chronicle.
11 EXECUTIVE COMMITTEE
DECISION-MAKING AND POWERS
11.1 The property of the club
must be vested in the Executive Committee.
11.2 The Executive Committee
shall have the power:
11.2.1 to deal with the property and funds of the Society
in accordance with the aims and objectives of the Society as set out in clause
11.2.2 to make regulations consistent with this
Constitution to govern the administration of the Society including the
operation of bank accounts and the commitment of funds;
11.2.3 to make rules consistent with this Constitution to
govern their proceedings and proceedings of sub-committees; and
11.2.4 to delegate any of their functions to sub-committees
consisting of two or more individuals appointed by the Executive Committee (all
proceedings of any subcommittee must be reported promptly to the Executive
11.3 Every issue affecting the
property and funds of the Society must be resolved by a unanimous decision of
the Executive Committee.
11.4 All orders for payment of
money from the funds of the Society that are:
11.4.1 held in a passbook account (or similar) shall be
authorised by at least two Officers of the Executive Committee; and
11.4.2 remitted by cheque shall be signed by at least two
Officers of the Executive Committee who are hereby authorised on behalf of the
11.5 The Officers may be
indemnified against risk and expense out of the Society's property save for all
liabilities (if any) arising as a result of any act or omission by any of the
Officers which she or he knew to be a breach of trust or breach of duty or
which was committed by such person in reckless disregard of whether it was a
breach of trust or breach of duty or not.
11.6 Members of the Executive
Committee may be reimbursed for expenses which they incur in connection with
their function as committee members. Expenses will be paid in accordance with
any policy laid down for the time being by the Executive Committee. All such
expenses claims must be supported by written evidence of the expenditure
11.7 The Executive Committee may
from time to time make, repeal and amend any regulations (not inconsistent with
this Constitution) as it thinks expedient for the management and wellbeing of
12 BIENNIAL GENERAL MEETING
12.1 There shall be a Biennial
General Meeting, held every second year at a time and place to be determined by
the Executive Committee to consider any business as determined by the Executive
12.2 Notice, call for
resolutions, nominations and draft agenda shall be published in the Abbey Chronicle at appropriate intervals
before the date of the meeting. No business other than that of which notice has
been given may be brought forward at a Biennial General Meeting.
13 EXTRAORDINARY GENERAL MEETING
13.1 The Executive Committee may
call an Extraordinary General Meeting at any time for any special purpose and
must do so immediately upon receipt by the Officers of a requisition in writing
(stating the purposes for which the meeting is required) from not less than
twenty Members of the Society.
13.2 Notice of an Extraordinary
General Meeting shall be published in the next following edition of the Abbey Chronicle
14 PROCEEDINGS AT GENERAL
14.1 The quorum at all general
meetings of the Members shall be five per cent of the membership, taken as a
percentage of the number of fully-paid Members as at 31 March immediately
preceding the date of that meeting.
14.2 At all general meetings of
the Society the Administrator, or in her absence another Member selected by the
Executive Committee must take the chair.
14.3 Every Member present is
entitled to one vote upon every motion and in case of an equality of votes the
chairman may have a second or casting vote.
14.4 The Executive Committee
may, if it thinks fit, make regulations enabling Members unable to be present
to vote by proxy or in writing.
14.5 Reports and decisions of
every general meeting of the Members shall be published in subsequent editions
of the Abbey Chronicle.
15.1 There may be a patron or
patrons of the Society who shall be nominated in writing by at least two
Members and who must be approved by the Members by a simple majority of the Members
voting at the next following Biennial General Meeting.
15.2 Any individual who was a
patron of the Society immediately before the date of adoption of this
Constitution shall continue as a patron of the Society without further
15.3 Once approved a patron
shall remain in position until death or until resignation.
16 CHANGES TO THE CONSTITUTION
16.1 Amendments to this
Constitution shall be by resolution passed at a general meeting of the Society
by a majority of at least two-thirds of the Members voting on it.
16.2 Such a resolution shall not
be considered unless notice of intention to move the resolution is submitted in
writing at least eight weeks before the relevant general meeting of the Society
and supported by at least twenty Members.
17.1 The financial year of the
Society shall run from 1st January until 31st December.
17.2 The Treasurer shall
maintain accounts which shall be presented to the Biennial General Meeting and
be available for scrutiny by the Members and Subscribers of the Society.
17.3 The principal income of the
Society shall be the subscriptions.
17.4 Additional income may
accrue from interest on bank or building society accounts held in the name of
the Society, from sales of merchandise, or from the sale of books and other
relevant materials, including those donated or willed for the benefit of the
17.5 Any surplus funds which
accrue as a result of any of the activities carried out pursuant to the aims
and objectives of the Society or as a result of interest paid on bank or
building society accounts held in the name of the Society shall be used towards
furthering any of the aims and objectives set out in clause 2, at the
discretion of the Executive Committee.
18 CLEEVE GATHERINGS AND OTHER
18.1 A gathering shall be
organised by the Executive Committee or its designated organiser normally and
by preference to be held biennially and for the purpose of visiting Cleeve Abbey
and taking part in activities associated with the Author and her work.
18.2 Other events and outings to
places of interest shall from time to time be arranged by Members, either
formally or informally, for the purpose of enabling Members and Subscribers to
visit places or take part in activities associated with the Author and her
19.1 These rules shall take
effect from 1 September 2012.
19.2 The current Officers shall
continue in office until the first Biennial General Meeting or until their
resignation but shall be eligible to be nominated for re-election under clause
20.1.1 at any general meeting of the Society a resolution
for the dissolution of the Society is passed by a majority of the Members
20.1.2 at an Extraordinary General Meeting held not less
than 6 weeks later (of which not less than 4 weeks' written notice has been
given to each Member) and at which that resolution is confirmed by a resolution
passed by a majority of two-thirds of the Members voting on it the Executive Committee
must immediately, or at such future date as is specified in the resolution,
proceed to realise the property of the Society and dispose of any assets held
in or by the Society in accordance with any instructions specified in the
resolution provided that, if any property remains after the satisfaction of all
debts and liabilities incurred by or on behalf of the Society, such property
shall not be paid or distributed among the Members of the Society, but shall be
given or transferred to the English Folk Dance and Song Society (registered
company number 297142 and registered charity number 305999) or another similar
organisation as the Members may decide.
Annex A: Duties of Officers
three Officers designated herein shall form the Executive Committee. Whilst the
Executive Committee may also undertake any of the other Offices from No. 4
onwards, no Member may undertake more than a single Executive Committee Office concurrently.
a) be responsible for encouraging the
aims and objectives of the Society as set out in Clause 2 of the Constitution,
and of maintaining and engendering, so far as may be possible, the ‘Camp
Fire-y’ ideals as set out by Elsie Jeanette Oxenham (the Author) and epitomised
by Monica Godfrey (the Founder).
b) maintain a full record of Members
and Subscribers, and extract such lists from these records as are necessary
for the other Officers to pursue their duties, and supply labels to the
printers for sending out the Abbey Chronicle.
meetings of the Executive Committee and any general meeting.
a) maintain the financial records of
the Society and present accounts to the Biennial General Meeting.
b) collate annual statements and
financial accounts from other officers who administer funds on behalf of the
Society, including but not limited to: the Administrator, librarian, archivist,
merchandise coordinator or publicity officer.
day-to-day expenditure as authorised by the Executive Committee.
a) compile and prepare for printing
the Abbey Chronicle and associated periodical publications, including but not
limited to the Cleeve Booklet and the Annual Directory of Resources.
b) liaise with the printing firm used
for the Abbey Chronicle.
publications for the printers and arrange proofreading.
The following Officers shall attend
Executive Committee Meetings from time to time as the Executive Committee
determine. The duties of any of these
following may be undertaken by members of the Executive Committee, and/or more
than one of the following Offices may be held by the same person.
a) maintain a collection of reading
copies of all books by, about, or relevant to the Author, her settings or her
b) manage a lending scheme of these
items to members in the UK on payment of postage each way plus a small fee to
be determined from time to time by the Executive Committee.
c) provide an annual financial
statement to the Treasurer for the accounts.
a) maintain a collection of archival
material relating to the Author, her work, settings or characters.
b) manage a lending scheme of items
from this collection to members in the UK on payment of postage each way plus a
small fee to be determined from time to time by the Executive Committee.
c) provide an annual financial
statement to the Treasurer for the accounts.
6. Merchandise Coordinator
Merchandise Coordinator shall:
stocks of material for sale to Members and Subscribers.
with orders and distribution of publications and merchandise.
c) receive suggestions for additional
merchandise items and forward suggestions to the Executive Committee
and source requested material at the discretion of the Executive Committee.
an annual financial statement to the Treasurer for the Accounts.
the Society and its publications to outside bodies
the Society's website at http://sites.google.com/site/ejosociety.
and monitor the discussion board at http://groups.google.com/group/ejosoc and the Facebook pages.
catalogues of publications and merchandise for distribution.
an annual financial statement to the Treasurer for the Accounts.
be appointed by the Executive Committee from time to time as necessary
organise the event for which they have been appointed, including but not
i. booking venues and or accommodation
collecting payments from participants
iii. providing said participants with
all necessary information to take a full part in the event
c) may co-opt, with the agreement of the Executive Committee, Assistant Events Organisers either to undertake some of the duties, or to assist on the day.
a financial statement on completion of the event to the Treasurer for the
Annex B: Financial Regulations
Subscriptions shall be paid into the Current
[Cheque] account, presently held with Santander, which shall be used for the
normal running expenses of the Society. Cheques for this account should be made
payable to ‘The E J Oxenham Society’.
Other moneys, and in particular that arising
from the sale of merchandise and books, shall be paid into the publications
account, presently held with the Nationwide Building Society, which shall be
used for printing costs and the purchase of merchandise items. Cheques for this
account should be made payable to ‘The Abbey Chronicle’
Cheques should be paid into the appropriate
account promptly, always allowing for the restrictions on the number of cheques
that may be paid in at one time to some accounts.
Cheques for forthcoming publications may also be
held until the final copy has gone to the printers.
Officers should forward cheques to the Treasurer
for banking at least once a month, and more often if a total of more than 10
cheques is to hand.
Officers may receive a petty cash ‘float’ from
the Treasurer for which accounts must be kept.
Officers’ accounts must be submitted to the
Treasurer annually as soon as possible after 31 December and certainly by 31
Cheques for expenses paid to any of the three
Executive Officers must be signed by the other two Executive Officers.
All payments on behalf of the Society should be agreed
by the Treasurer (who may consult other members of the Executive Committee
before making such agreement) before being incurred.
Should item b) above not be followed,
reimbursement cannot be guaranteed.
© The EJO Society 2012