THE CHARLES CLOSE SOCIETY for the STUDY OF ORDNANCE SURVEY MAPS
1. Name The full name of the Society shall be: “The Charles Close Society for the Study of Ordnance Survey Maps”.
2. Object The object of the Society shall be to advance the education of the public by promoting interest in and research into the maps, plans and other activities of the Ordnance Surveys of Great Britain and Ireland and by publishing the results of such research. In furtherance of this object but not otherwise the Society may: (a) facilitate the exchange of information and ideas amongst members of the Society and others. (b) hold meetings and publish periodicals and books. (c) encourage research by preparing carto-bibliographic records, identifying further areas for investigation, maintaining a directory of researchers and collections and by other appropriate means. (d) print, publish, sell, lend and distribute communications made to the Society. (e) do all other things incidental to the Society’s object provided that no part of the property or funds of the Society shall be applied other than to charitable purposes.
3. Membership Membership shall be divided into four classes: Honorary, Ordinary, Family and Corporate. (a) Honorary Members shall be distinguished persons, approved by the Committee and accepted by resolution at an Annual General Meeting, upon whom the Society may see fit to confer an honorary distinction. Honorary Members shall have no voting rights and shall not be eligible for election to the Committee but shall otherwise enjoy all the privileges of Ordinary Members. (b) Ordinary Members shall be persons who are interested in furthering the aims of the Society and are prepared to abide by its rules. They shall be eligible for election to the Committee and shall be entitled to attend all meetings, subject to the provisions of clause 4a. They shall be entitled to one copy of each free publication issued by the Society and at General Meetings shall have one vote. (c) Family Members shall be two or more members of one family who are interested in furthering the aims of the Society and are prepared to abide by its rules. Any or all of the members of such a family shall share the privileges of a single Ordinary Member. (d) Corporate Members shall be organisations which are interested in furthering the aims of the Society. Corporate Members may authorise two delegates to attend meetings, subject to the provisions of clause 4a, but such Corporate Members shall not be eligible for election to or representation on the Committee. They shall be entitled to one copy of each free publication issued by the Society and at General Meetings shall have two votes. Except in the case of Honorary Members, no person, persons or organisation shall enjoy any of the privileges of membership until they have paid their first annual subscription nor shall they continue to enjoy such privileges at any time that their subscription for the current year is more than six months overdue. Membership shall be deemed to have lapsed if the subscription is more than twelve months in arrears.
4. Meetings Meetings shall be of three kinds: Ordinary, Annual General and Extraordinary General. (a) Ordinary Meetings may be held from time to time to further the objects of the Society and shall be open to all members subject to such limitations on numbers which it may be necessary to impose from time to time. No business concerning the constitution or the affairs of the Society may be determined at an Ordinary Meeting. (b) An Annual General Meeting shall be held once in each calendar year and at any rate at intervals of not more than fifteen months, for the purposes of receiving a report from the Committee, examining the accounts of the Society, electing officers, ordinary members of Committee and auditors, and for transacting any other business of which due notice has been given. The Committee shall give members not less than forty-five days notice of the date, time and place of meeting. (c) Extraordinary General Meetings may be convened by decision of the Committee or at the demand in writing of not less than 20 per cent of eligible voters. The Committee shall give members not less than fourteen days notice of the date, time and place of meeting. Members shall be sent an agenda, notifying all business which it is proposed to transact, for each Annual or Extraordinary General Meeting not less than fourteen days before such meeting is due to take place.
5. Management Subject to the constitution and the ultimate direction of the members in general meetings, the management of the Society shall be vested in the Committee. The Committee shall consist of the officers, who shall be: the Chairman, Honorary Secretary, Honorary Treasurer and Honorary Membership Secretary, and not less than three Ordinary Members. The Editor of the Society’s newsletter shall be ex officio member of the Committee. Officers and Ordinary Members of the Committee shall be elected at the Annual General Meeting as specified in Clause 8 below. In the event of a vacancy occurring between two Annual General Meetings the Committee shall have the power to fill it. The Committee shall also have the power to co-opt members and to appoint sub-committees on an ad hoc basis for any special purpose that might arise.
6. Income and property The income and property of the Society shall be applied solely to promote the objects of the Society and no portion shall be paid or transferred to members except by reimbursement of approved expenses incurred in pursuit of the Society’s objects. The Honorary Treasurer shall receive on account all such sums of money due to the Society and under direction of the Committee shall pay out of such moneys all sums due by the Society and shall keep regular account of all receipts and payments and shall present a statement of these for each year ending on the last day of February. This statement shall be verified and signed by an auditor or independent examiner appointed at the previous Annual General Meeting and presented at that following the end of the year to which it relates. In the event of the appointed auditor or independent examiner being unable to act, a replacement shall be appointed by the committee.
7. Proceedings at General Meetings General meetings shall be presided over by the Chairman of the Society or, in his absence, by a Deputy Chairman to be elected by a show of hands of all the members present. Resolutions, other than those altering the constitution, shall be passed by a simple majority. At Annual General Meetings ten members entitled to attend and vote at general meetings shall be a quorum; at Extraordinary General Meetings twenty-five such members shall be a quorum.
8. Election of Officers and Ordinary Members of the Committee Any two or more members may nominate one or more members who are eligible for election either as Officers or Ordinary Members of the Committee. Such nominations shall be delivered to the Honorary Secretary not less than sixty days before the date appointed for the Annual General Meeting. Should nominations exceed the number of positions to be filled the Chairman shall call for an election by members present at the Annual General Meeting.
9. Subscriptions The annual rates of subscription for the various classes of membership shall be determined by resolution at a general meeting. Subscriptions shall be due on the first day of March of each calendar year and shall be paid to the Society through the Honorary Membership Secretary.
10. Expulsion of members The Committee shall be empowered to suspend the membership of any member whose actions have brought the Society into disrepute and to propose to the next Annual General Meeting that such a member be expelled by resolution of the members present.
11. Constitution The Society may alter the rules herein by a two-thirds majority vote at an Extraordinary General Meeting called for that purpose provided that the Charity Commissioners shall be consulted before making such alteration and no alteration shall be made which shall cause the Society to cease to be a charity at law.
12. Winding up The Society may be wound up by an Extraordinary General Meeting convened after six months notice has been given to members. If upon the winding up or dissolution of the Society and the discharge of all its debts and liabilities there remains any property whatsoever this shall, subject to the approval of the Charity Commissioners for England and Wales, be given or transferred to some other charitable Society or Societies having objects similar to, or compatible with, the objects of this Society.
Adopted at the Annual General Meeting held at Birkbeck College, University of London, on 12 May 1984, and amended to the above by an Extraordinary General Meeting held at Bishop Grosseteste University, Lincoln, 30 May 2015.