1. Charity Name
The Association shall be called “The Tolkien Society” and shall have its base in the United Kingdom. The Society shall be a charity governed by English law.
Subject to the matters set out below The Tolkien Society (hereafter “the Society”) and its property shall be administered and managed in accordance with this Constitution by the members of the Executive Committee, constituted by clause 8 of this Constitution.
The Society shall seek to educate the public in, and promote research into, the life and works of Professor John Ronald Reuel Tolkien CBE.
In furtherance of its objects but not further or otherwise the Society shall have the following aims:
- to afford a means of communication of ideas between scholars and others who have a common interest in the life and works of Professor J.R.R. Tolkien;
- at suitable times to sponsor and support special projects relating to the life and works of J.R.R. Tolkien;
- to publish a journal at regular intervals promoting these objects;
- to establish a memorial centre devoted to study, lectures and exhibitions relating to the life and works of Professor J.R.R. Tolkien, preferably in a location associated with him (such a centre may be either a new venture or an extension of existing facilities).
- to maintain and expand an archive of Tolkien related material for research purposes in accordance with an agreed Archives Acquisition and Disposal Policy.
In addition to any other powers which it has the Executive Committee may exercise the following powers in furtherance of the Society’s objectives:
- the power to raise funds and to invite and receive contributions, provided that in raising funds the Society shall not undertake any substantial permanent trading activities and shall conform to any requirements of the law;
- the power to buy, take on lease or in exchange, any property necessary for the achievements of the objects and to maintain and equip it for use;
- the power subject to any consents required by law to sell, lease, or dispose of, all or any part of the property of the Society, where appropriate subject to the Archives Acquisition and Disposal Policy;
- the power, subject to any consents required by law, to borrow money and to charge all, or any part of the property of the Society with repayment of the money so borrowed, where appropriate subject to the Archives Acquisition and Disposal Policy;
- the power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
- the power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
- the power to appoint and constitute such advisory committees as the Executive Committee may think fit;
- the power to do all such other lawful things as are necessary for the achievement of the objects.
- Membership of the Society shall be open to:
- individuals who are interested in furthering the work of the Society and who have paid any annual subscription laid down from time to time by the Society;
- any body, or corporate or unincorporated association, which is interested in furthering the Society’s work and has paid any annual subscription (any such body being called in this Constitution a “member organisation”).
- Every member shall have one vote, except in the case of those members under the age of 18.
- 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.
- Each member organisation shall notify the name of the representative appointed by it and of any alternative to the Membership Secretary. If the representative or alternative resigns from or otherwise leaves the member organisation, they shall forthwith cease to be the representative of the member organisation.
- The Executive Committee 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, accompanied by an associate, by the Executive Committee before a final decision is made. They shall have the right to appeal to the following AGM.
- The Executive Committee may confer honorary membership at its discretion.
7. Honorary Officers
At the annual general meeting of the Society the members shall endeavour to elect from amongst themselves a Chair, a Secretary, a Treasurer, a Membership Secretary and an Education Secretary, who shall hold office from the day following the meeting.
8. Executive Committee
- The Executive Committee shall consist of not less than seven members nor more than nine members being:
- the honorary officers specified in the preceding clause;
- not less than two and not more than four members elected at the annual general meeting who shall hold office from the day following the meeting.
- The Executive Committee shall constitute the Trustees of the charity.
- The Executive Committee may in addition appoint not more than three co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause 11 and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
- All the members of the Executive Committee shall retire from office together the day following the annual general meeting next after the date on which they came into office but they may be re-elected.
- The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
- Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provision in the following clause.
- No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing a declaration of acceptance and of willingness to act in the trusts of the charity. All such signed declarations shall be kept with the minutes of the Executive Committee.
9. Determination of Membership of Executive Committee
A member of the Executive Committee shall cease to hold office if they:
- are disqualified from acting as a member of the Executive Committee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
- become incapable by reason of mental disorder, illness or injury of managing and administering their own affairs;
- are absent without permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that their office be vacated;
- notify to the Executive Committee a wish to resign (but only if at least four members of the Executive Committee will remain in office when the notice of resignation is to take effect).
10. Executive Committee Members not to be Personally Interested
Except with the prior written approval of the Charity Commissioners no trustee may:
- receive any benefit in money or in kind from the charity; or
- have a financial interest in the supply of goods or services to the charity; or
- acquire or hold any interest in property of the Charity (except in order to hold it as a trustee of the charity).
11. Meetings and Proceedings of the Executive Committee
- The Executive Committee shall hold at least four ordinary meetings each year. A special meeting may be called at any time by the Chair or by any two members of the Executive Committee upon not less than four days’ notice being given to the other members of the Executive Committee 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.
- The Chair shall act as chair at meetings of the Executive Committee. If the Chair is absent from any meeting, the members of the Executive Committee present shall choose one of their number to act as chair of the meeting before any other business is transacted.
- There shall be a quorum when at least two thirds of the number of members of the Executive Committee for the time being or four members of the Executive Committee, whichever is the greater, are present at a meeting.
- Every matter may be determined by a consensus of the Executive Committee. If a consensus cannot be achieved then the matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chair of the meeting shall have a second or casting vote.
- The Executive Committee may make decisions by email if it is necessary to do so before the next meeting of the Executive Committee, at the instigation of any member of the Executive Committee. Such decisions may only be made if all of the members of the Executive Committee agree with the decision being made, or abstain. Any member of the Executive Committee may demand that the matter be decided at the next meeting of the Executive Committee and thereby terminate the email decision-making process on that matter. Decisions made by email shall be entered into the minutes of the subsequent meeting of the Executive Committee, along with a note to the effect that they were made by email.
- The Executive Committee shall keep minutes of the proceedings at meetings of the Executive Committee and any sub-committees.
- The Executive Committee may from time to time make any rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this Constitution.
- The Executive Committee may appoint one or more sub-committees consisting of one or more members of the Executive Committee and representatives of the membership as required to perform the functions of that sub-committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee 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 Executive Committee.
12. Receipts and Expenditure
- The funds of the Society, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Society at such financial institutions as the Executive Committee shall from time to time decide. All payments drawn on the account must be approved by at least two members of the Executive Committee. Any member of the Executive Committee may be a signatory to the Society’s bank accounts except where two or more of the members of the Executive Committee are joint family members, are resident in the same household or have other close personal ties; then only one of such associated persons shall be a signatory.
- The funds belonging to the Society shall be applied only in furthering the objects.
The Executive Committee shall cause the title to:
- all land held by or in trust for the Society which is not vested in the Official Custodian for Charities; and
- all investments held by or on behalf of the Society;
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided that they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
The Executive Committee shall comply with their obligations under the Charities Act 2011 (or any statutory re-enactment or modification of that Act) with regard to:
- the keeping of accounting records for the Society;
- the preparation of annual statements of account for the Society;
- the auditing or independent examination of the statements of account of the Society;
- the transmission of the statements of account of the Society to the Charity Commission.
15. Power of Investment
The Executive Committee shall have power to invest the Society’s money in the purchase of or at interest on the security of such stocks, funds, shares, securities, or other investments or property of whatever nature and wherever situated as the Executive Committee in their absolute discretion think fit to the intent that the Executive Committee shall have the same full and unrestricted powers of investing and transposing investments as if they were beneficially entitled to the Society’s money.
16. Annual Report
The Executive Committee shall comply with their obligations under the Charities Act 2011 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Charity Commission.
17. Annual Return
The Executive Committee shall comply with their obligations under the Charities Act 2011 (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.
18. Annual General Meeting
- There shall be an annual general meeting of the Society, which shall be held in the month of April in each year or as soon as practicable thereafter.
- Every annual general meeting shall be called by the Executive Committee. The Secretary shall give at least 28 days’ notice of the annual general meeting to all the members of the Society. All the members of the Society shall be entitled to attend and those aged 18 or over to vote at the meeting.
- Before any other business is transacted at the annual general meeting the persons present shall appoint a chair of the meeting.
- The Executive Committee shall present to each annual general meeting the report and accounts of the Society for the preceding year.
- Nominations for election to the Executive Committee must be made by members of the Society in writing and must be in the hands of the Secretary of the Executive Committee at least 8 weeks before the annual general meeting. Each nomination must be proposed by two members of the Society and signed by the nominee, consenting to stand for the post. Should nominations exceed vacancies, election shall be by ballot. At least two tellers shall be appointed by the chair of the meeting.
- The level of the annual subscription shall be decided at the AGM, though the Executive Committee may vary the subscription to reflect variations in postage charges and for promotional activities.
19. Special General Meetings
The Executive Committee 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 within four months. At least 21 days’ notice must be given to the members. The notice must state the business to be discussed.
20. Procedure at General Meetings
- The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Society.
- There shall be a quorum when at least twenty members of the Society 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 of the Executive Committee either in person, by email, or by letter sent through the post and addressed to such member at their last known address (any such notice shall be deemed to have been received within ten days of sending).
22. Alterations to the Constitution
- Subject to the following provisions of this clause the Constitution may 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.
- No amendment may be made to clause 1, clause 3, clause 10, clause 23 or this clause without the prior consent in writing of the Charity Commissioners.
- No amendment may be made which would have the effect of making the Society cease to be a charity at law.
- The Executive Committee should promptly send to the Charity Commission a copy of any amendment made under this clause.
If the Executive Committee decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liability shall be given or transferred to such other 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 charitable purpose. The archives should be kept intact and accessible, if at all possible. 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.