The name of the Society is The Gloucester Cattle Society.
Subject to the matters set out below the Society and its property shall be administered and managed with this constitution by the members of the council, constituted by clauses 22 to 28 of this constitution (“the Council”).
The objects are:
i) The promotion of agriculture by the encouragement, promotion and improvement of the breeding of Gloucester cattle and the maintenance of the purity of the breed.
ii) The education of the public in the importance of preserving this valuable living gene bank for present and future generations.
In furtherance of the objectives but not otherwise the Council may exercise the following powers:
i) Power to publish the pedigree register of Gloucester cattle.
ii) Power to encourage show classes and the dissemination of information about the breed and its products by publicity.
iii) Power to promote sales of Gloucester cattle, by auction or private treaty.
iv) Power to raise funds and to invite and receive contributions, provided that in raising funds the Council shall not undertake any substantial permanent trading activities and shall conform to any requirements of the law.
v) Power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use.
vi) Power, subject to ant consent required by law, to sell, lease or dispose of all or any part of the property of the Society.
vii) Power, subject to any consents required by law to borrow money and to charge all or any part of the Society with payment of the money so borrowed.
viii) Power to employ such staff (who shall not be members of the Council) as are necessary for the proper pursuit of the objects.
ix) Power to co-operate with charities, voluntary bodies and statutory authorities operating in furtherance of the objects or other similar purposes and to exchange information and advice with them.
x) Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects.
xi) Power to appoint and constitute such advisory committees as the Council may see fit.
xii) Power to do such other lawful things as are necessary for the achievement of the objects.
Membership of the Society shall be open to:
i) Individuals (over the age of 16 years) who are furthering the work of the Society and who have paid any annual subscription laid down from time to time by the Council, and
ii) Anybody corporate or unincorporated association which is interested in furthering the Society’s work and has paid an annual subscription (any such body being called in this constitution a “member organisation”) and.
iii) Juniors (under the age of 16 years) who are interested in learning about and furthering the work of the Society.
6. Every member over the age of 16 years shall have one vote.
7. No member whose subscription is in arrears shall enjoy any privileges of the Society
8. Any member whose subscription is in arrears for the period prescribed from time to time the Council shall be liable to be struck off the list of members and shall thereupon cease to be a member of the Society, but shall remain liable for any arrears of subscription.
9. Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Society; and may appoint an alternative to replace its appointed representative at any meeting of the Society; if the appointed representative is unable to attend.
10. Each member organisation shall notify the name of the representative appointed by it of any alternative 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.
11. The Council 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 Council, accompanied by a friend, before a full decision is made.
a) At the Annual General Meeting of the Society the members shall elect from amongst themselves a president and vice-president, who shall hold office from the conclusion of the meeting. The president and the vice-president shall be eligible for re-election and may hold office for a term of three years; nominations for both offices must be made in writing and must be seconded and in the hands of the secretary of the Council at least 14 days before the Annual General Meeting. In the case of more than one nomination for either position election will be by ballot.
b) The Council will appoint 3 people to serve as Directors of the Gloucester Cattle Society Company Limited by Guarantee, for a period of three years, to fulfil responsibilities laid by Companies House in respect of running a company limited by guarantee
Ideally those people chosen will be the President, Vice President and Treasurer. However, if in the eventuality of those people chosen to serve as Directors should not wish to or are not allowed to serve as a Director by current legislation, one other Council member will be chosen to take the vacant role.
The Directors’ appointments will be voted on by Members present at the AGM and will be carried forward and approved by a two thirds majority of Members present at the time of the meeting
The Council shall consist of not less than 4 members nor more than 12 members being:
a) The president and the vice-president specified in clause 12a);
b) Not less than 2 and not more than 10 members elected at the Annual General Meeting who shall hold office from the conclusion of that meeting.
14. The Council may in addition appoint not more than 2 co-opted members but so that no-one may be appointed member if, as a result, more than one third of the members of the Council would be co-opted member. Each appointment of a co-opted member shall be made at a special meeting of the Council called under clause 22 to 28 and shall take effect from the end of the meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.
15. One third of the Council members shall retire annually, but they may be re-elected or re-appointed.
16. The proceedings of the Council 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.
17. Nobody shall be appointed as a member of the Council who is aged under 18 or who would if appointed be disqualified under the provision of clause 19.
18. No person shall be entitled to act as a member of the Council whether on a first or any subsequent entry onto Council whether on a first or any subsequent entry onto Council until after signing in the minute book of the Council a declaration of acceptance and of willingness to act in the interests of the Society.
19. Determination of Membership of Council:
A member of the Council shall cease to hold office if he or she;
a) Is disqualified from acting as a member of the Council be virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision).
b) Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs.
c) Is absent without permission of the Council from all their meetings held within a period of six months and the Council resolve that his or her office be vacated; or
d) Notifies to the Council a wish to resign (but only if at least four members of the Council will remain in office when the notice of resignation is to take effect).
20. Council Members not to be personally interested:
Subject to the provision of clause 21 no member of the Council shall acquire any interest in property belonging to the Society (other than as a trustee for the charity) or receive remuneration or to be interest (otherwise other than a member of the Council) in any contract entered into by Council.
21. Any member of the Council for the time being who a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or her firm when instructed by the other members of the Council to act in a professional capacity on behalf of the Society, provided that at no time shall a majority of the members of the Council benefit under this provision and that a member of Council shall withdraw from any meeting at which his or her own instruction or remuneration, or that his or her firm, is under discussion.
22. Meetings and proceedings of the Council:
The Council shall hold at least four meetings each year. A special meeting may be called at any time by the president or by any two members of the Council upon not less than 4 days’ notice being given to the other members of the Council of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.
23. The president shall act as chairman at meetings of the Council. If the president is absent from any meeting, the members of the Council present shall choose one of their number to be chairman of the meeting before any other business is transacted.
24. There shall be a quorum when at least one third of the number of members of the Council for the time being or three members of the Council, whichever is the greater, are present at a meeting.
25. Every matter shall be determined by a majority of votes of the members of the Council present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
26. The Council shall keep minutes, in books kept for the purpose, of the proceedings of meetings of the Council and any sub-committee.
27. The Council may from time to time make and alter rules for the conduct of its business, the summoning and conduct of its meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
28. The Council may appoint one or more sub-committees consisting of three or more members of the Council for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Council would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Council.
29. Receipts and expenditure:
The funds of the Society, including all donations, contributions and bequests, shall be paid into an account operated by the Council in the name of the Society at such banks as the Council shall from time to time decide. All cheques drawn on the account must be signed by the secretary and treasurer, except where the amount exceeds £250.00 when the addition signature of the president is required.
30. The funds belonging to the Society shall be applied only in furthering the objects.
Subject to the provision of clause 32, the Council shall cause the title to:
a) All land held by or in trust for the Society; and
b) All investments held by or on behalf of the Society; to be vested either in a corporation entitled to act as custodian trustee or not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Council at its pleasure and shall act in accordance with the lawful directions of the Council. Provided they act only in accordance with the lawful directions of the Council, the holding trustees shall not be liable for the acts and defaults of its members.
32. If a corporation entitled to act as custodian trustees has not been appointed to hold the property of the Society, the Council may permit any investments held by or in trust for the Society to be held in the name of a clearing bank, trust corporation or any stock-broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock-broking company) as nominee for the Council, and may pay such a nominee reasonable and proper remunerations for acting as such.
The Council shall comply with its obligation under the Charities Act 1993 (or any statutory re-enactments or modification of that Act) with regard to:
i) The keeping of accounting records for the Society;
ii) The preparation of annual statements of account for the Society;
iii) The auditing or independent examination of the statements of account of the Society; and
iv) The transmission of the statements of account of the Society to the Charity Commission and to members.
34. Annual Report:
The Council shall comply with its obligations under the Charities Act 1993 (or any statuary re-enactment or modification of the Act) with regard to the preparation of an annual report and its transmission to the Charity Commissions and to members.
35. Annual Return:
The Council shall comply with its obligation under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Charity Commission and to members.
36. Annual General Meeting:
There shall be an Annual General Meeting of the Society which shall be held no later than 30th September each year.
37. Every Annual General Meeting shall be called by the Council. The secretary shall give at least 21 days’ notice of the Annual General Meeting to all members of the Society. All members of the Society shall be entitled to attend and, if over 18 years of age, vote at the meeting.
38. The president shall be chairman of the Annual General Meeting, but he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
39. Each Annual General Meeting will have presented to it the report and accounts of the Society for the preceding year.
40. Nominations for election to the Council must be made by members of the Society in writing and seconded and in the hands of the secretary of the Council at least 14 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.
41. The Society may appoint at an Annual General Meeting individuals who are particularly suited and interested in the furtherance of the Society’s objects as patrons or honorary members for whatever term members resolve, but no membership rights shall accrue.
42. Special General Meetings:
The Council may call a Special General Meeting of the Society at any time. If at least ten members request such a meeting in writing, stating the business to be considered, the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.
43. procedure at General Meetings:
The secretary or other person specially appointed by the Council shall keep a full record of proceedings at every General Meeting of the Society.
44. There shall be a quorum when at least one tenth of the number of members of the Society for the time being or ten members of the Society, whichever is the greater, are present at any General Meeting.
Any notice required to be served on any member of the Society shall be in writing and shall be served by the secretary or the Council on any member either personally or by sending it through the post addressed to such member at his or her last known address in the United Kingdom, and any letter sent be deemed to have been recieved within 10 days of posting.
46. Alterations to the Constitution.
i) Subject to the following provisions of this clause, the Constitution mat be altered by a resolution passed by not less than two thirds of the members present and voting at a General Meeting. The notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed.
iii) No amendment mat be made to clause 1 (the name of the Society clause), clause 3 (the Objects clause), clause 20/21 (Council Members not to be personally interested clause), clause 47 (the Dissolution clause), or this clause, without prior consent in writing of the Charity Commissioners.
iv) No amendment may be made which would have the effect of making the Society cease to be a charity at law.
v) The Council should promptly send to the Charity Commission a copy of any amendment made under this clause.
If the Council decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, giving not less than 21 days’ notice and stating the terms of the resolution to be proposed. If the proposal is confirmed by a two thirds majority of those present and voting the Council shall have the power to realise any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other registered charitable institution or institutions having objects similar to the objects of the Society as the members of the Society may determine or failing that shall be applied for some other appropriate registered charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Society, must be sent to the Charity Commission.