1. Adoption of the constitution
The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.
2. The Name
The association’s name is the Neotropical Bird Club (hereafter called “the Club”).
3. Meaning of “Neotropical”
In this constitution “Neotropical” means, the whole Neotropical region as defined in A Dictionary of Birds (ISBN-10: 0856610399) and shall include all of Mexico, French Guiana, the territories of the nation states of mainland South America and Central America, the associated offshore islands of the foregoing, and the islands of the Caribbean (including the Bahamas).
4. The Objects
4.1 The objects of the Club (“the Objects”) are to promote the study of, and an interest in, Neotropical birds, and the conservation of Neotropical birds.
4.2 In furtherance of these objects, but not otherwise, the Club may:-
(a) act as a forum for persons interested in Neotropical birds by holding meetings, and publishing materials concerning Neotropical birds,
(b) work with individuals and non-profit making organisations pursuing aims or activities concerned with Neotropical birds,
(c) encourage members to contribute to conservation research on Neotropical birds.
5. Application of the Income and Property
5.1 The income and property of the Club shall be applied solely towards the promotion of the Objects.
5.2 A Trustee may pay out of, or be reimbursed from, the property of the Club reasonable expenses properly incurred by him or her when acting on behalf of the Club.
5.3 A Trustee may benefit from trustee indemnity insurance cover purchased at the Club’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
5.4 None of the income or property of the Club may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Club. This does not prevent:
(a) a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Club;
(b) reasonable and proper remuneration for any goods or services supplied to the Club.
6. Benefits and Payments to Trustees and connected persons
6.1 No Trustee or connected person may :
(a) buy or receive goods or services from the Club on terms preferential to those applicable to members of the public;
(b) sell goods, services or any interest in land to the Club;
(c) be employed by, or receive any remuneration from the Club;
(d) receive any other financial benefit from the Club; unless the payment is permitted by Sub-clause 6.2 below, or authorised by the court or the Charity Commission for England and Wales (“the Commission”).
6.2 A Trustee or connected person may:
(a) receive a benefit from the Club in the capacity of a beneficiary of the Club provided that a majority of the Trustees do not benefit in this way;
(b) enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Club where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011;
(c) take part in the normal trading and fundraising activities of the Club on the same terms as a member of the public.
6.3 In this Clause 6, “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
7.1 If the members resolve to dissolve the Club the Trustees will remain in office as Club Trustees and be responsible for winding up the affairs of the Club in accordance with this Clause.
7.2 The Trustees must collect in all the assets of the Club and must pay or make provision for all the liabilities of the Club.
7.3 The Trustees must apply any remaining property or money:
(a) directly for the Objects;
(b) by transfer to Birdlife International, its heirs or successors, or failing that any charity or charities for purposes the same as or similar to those of the Club;
(c) in such other manner as the Commission may approve in writing in advance.
7.4 The members may pass a resolution before or at the same time as the resolution dissolving the Club specifying the manner in which the Trustees are to apply the remaining property or assets of the Club and the Trustees must comply with the resolution if it is consistent with paragraphs (a)-(c) inclusive in Sub-clause 7.3 above.
7.5 In no circumstances shall the net assets of the Club be paid to or distributed amongst the members of the Club (except to a member that is a charity itself).
7.6 The Trustees must notify the Commission promptly that the Club has been dissolved. If the Trustees are obliged to send the Club’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Club’s final accounts.
8. Amendment of constitution
8.1 The Club may amend any provision in Part 1 of this constitution provided that:
(a) no amendment may be made that would have the effect of making the Club cease to be a Charity at law;
(b) no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members or donors to the Club;
(c) no amendment may be made to Clauses 5 or 6 without the prior written consent of the Commission;
(d) any resolution to amend a provision of Part 1 of this constitution is passed by not less than two-thirds of the members present and voting at a general meeting.
8.2 Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of members present and voting at a general meeting.
8.3 A copy of any resolution amending this constitution shall be sent to the Commission within twenty-one days of its being passed.
9. Membership and Termination of Membership and Withholding Benefits
9.1 Membership of the Club is open to individuals over eighteen who are approved by the Trustees.
9.2 An individual may become a member on payment of the appropriate annual subscription.
9.3 Membership is not transferable to anyone else.
9.4 The Trustees may establish more than one category of membership and determine the conditions applicable to each such category including membership fees and benefits of membership.
9.5 Membership is terminated if:
(a) the member dies or, if it is an organisation it ceases to exist;
(b) the member resigns by written notice to the Club unless, after the resignation, there would be fewer than two members;
(c) the member is removed from membership by a resolution of the Trustees that it is in the best interests of the Club that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
(1) the member has been given at least twenty-one days’ notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is proposed;
(2) the member or, at the option of the member, the member’s representative (who need not be a member of the Club) has been allowed to make representations to the meeting;
(d) the member’s subscription has not been paid by 31 March where the relevant period of membership comprises a calendar year (or, where in the case of any other period of membership, the member’s subscription has not been paid within three months of falling due) unless the Trustees determine that such membership shall not terminate by reason of this paragraph (d).
9.6 The Club may withhold the provision of any benefit (including any publication or online access) to any member whose subscription is in arrears.
10. General Meetings
10.1 An annual general meeting must be held in each calendar year on a date to be fixed by the Trustees and not more than twenty-three months may elapse between successive annual general meetings.
10.2 All general meetings other than annual general meetings shall be called special general meetings.
10.3 The Trustees may call a special general meeting at any time.
10.4 The Trustees must call a special general meeting if requested to do so in writing by at least 10 members or one tenth of the membership, whichever is the greater. Such request must be sent to the Chairman and Secretary at least two months in advance of their requested date and must state the reason for calling such a meeting.
10.5 If the Trustees fail to hold the meeting within twenty-eight days of a request in accordance with Sub-clause 10.4 above, the members may proceed to call a special general meeting but in doing so must comply with the provisions of these Clauses.
11.1 The minimum period of notice required to hold any general meeting of the Club is twenty-eight clear days from the date on which the notice is deemed to have been given.
11.2 The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.
11.3 The notice must be given to all members and to the Trustees.
12.1 No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business.
12.2 A quorum is 10 members, or 25% of the membership, whichever is least, entitled to vote upon the business to be conducted at the meeting.
12.3 If no quorum is present at the meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time (being at least two in number) shall constitute the quorum for that meeting.
13.1 General meetings shall be chaired by the person who has been elected as Chair.
13.2 If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting it shall be chaired by a Trustee nominated by the Trustees.
13.3 If there is only one Trustee present and willing to act, he or she shall chair the meeting.
13.4 If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.
14.1 Each member shall have one vote providing they are not an Honorary Member of the Club, but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
14.2 A resolution in writing signed by each member who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by one or more members.
15. Officers and Trustees
15.1 The Club and its property shall be managed and administered by a committee comprising the Officers and other members elected in accordance with these Clauses. The Officers and other members of the committee shall be the Trustees of the Club and in these Clauses are together called “the Trustees”.
15.2 The Club shall have the following executive officers (“Officers”):
- A Chair
- A Secretary
- A Treasurer
Additional Officers can be elected as necessary.
15.3 A Trustee must be a member of the Club.
15.4 No one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of Clause 18.
15.5 In addition to the three Officers there shall be not less than two and not more than 17 other Trustees.
15.6 A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees.
16. The Appointment of Trustees
16.1 The Club in general meeting shall elect the Officers and the other Trustees.
16.2 The Trustees may nominate any person who is willing to act as a Trustee. Subject to Sub-clause 16.6 below, they may also nominate Trustees to act as Officers. The names so proposed by the Trustees shall be circulated with notice of the relevant general meeting.
16.3 Any member wishing to nominate a candidate shall forward the nomination to the Secretary in writing signed by the nominating member and four other members, with written confirmation that the candidate has agreed to be nominated. To be valid, such a nomination (with the written confirmation) shall reach the Secretary no later than four months preceding the relevant general meeting.
16.4 Each Trustee shall retire with effect from the conclusion of the next annual general meeting after his or her appointment but shall be eligible for re-election at that annual general meeting.
16.5 The election of a Trustee must not cause the number of Trustees to exceed the number fixed by Sub-clause 15.5 above.
16.6 The Trustees may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office.
16.7 The Trustees may co-opt a member (“the Co-opted Member”) to act as an Officer or other Trustee to fill temporarily, until the conclusion of the next annual general meeting, any vacancy that may occur.
17. Powers of Trustees
17.1 The Trustees must manage the business of the Club and have the following powers in order to further the Objects (but not for any other purpose):
(a) to determine the rate of subscription and to fix the price of its publications;
(b) to elect Honorary Members who shall not be required to pay a subscription, but shall have the privileges of membership;
(c) to raise funds. In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
(d) to buy, take on lease or exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(e) to sell, lease or otherwise dispose of all or any part of the property belonging to the Club. In exercising this power, the Trustees must comply as appropriate with sections 117 to 122 of the Charities Act 2011;
(f) to borrow money and to charge the whole or any part of the property belonging to the Club as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 124 to 126 of the Charities Act 2011, if they intend to mortgage land;
(g) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(h) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
(i) to acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed for any of the Objects;
(j) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
(k) to establish one or more funds from bequests, donations or other fundraising activities in furtherance of any of the Club’s Objects including ,but not limited to the award of grants for conservation activities;
(l) to obtain and pay for such goods and services as are necessary for carrying out the work of the Club;
(m) to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000 .The Trustees shall maintain bank accounts in the name of the Club. All cheques shall bear the signature of two authorised Trustees;
(n) to do all such other lawful things as are necessary for the achievement of the Objects.
17.2 No alteration of these Clauses or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.
17.3 These Clauses shall not have retrospective effect or invalidate any act of the Trustees under previous rules of the Club.
17.4 Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.
18. Disqualification and Removal of Trustees
A Trustee shall cease to hold office if he or she:
- is disqualified for acting as a Trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
- ceases to be a member of the Club;
- becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
- resigns as a Trustee by notice to the Club (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or
- is absent without permission of the Trustees from three consecutive meetings of the Trustees and the Trustees resolve that his or her office be vacated.
19. Proceedings of Trustees
(1) General provisions
19.1 The Trustees may regulate their proceedings as they think fit, subject to the provisions of these Clauses.
19.2 Any Trustee may call a meeting of the Trustees.
19.3 The Secretary must call a meeting of the Trustees if requested to do so by a Trustee.
19.4 Questions arising at a meeting must be decided by a majority of votes.
19.5 In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
19.6 No decision may be made by a meeting of the Trustees unless a quorum is present at the time that the decision is purported to be made.
19.7 The quorum shall be five Trustees, including at least two Officers.
19.8 A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote.
19.9 If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting.
19.10 The person elected as the Chair shall chair meetings of the Trustees.
19.11 If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting.
19.12 The person appointed to chair the meetings of the Trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees.
19.13 A Trustee taking part in the meeting via telephone conference, voice over internet protocol, or other electronic means shall be deemed to be present at the meeting.
19.14 In between meetings, the Trustees may discuss matters by e-mail and, provided there is a majority, valid and effectual decisions may be taken.
19.15 A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held.
19.16 The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees.
(2) Conflicts of interest and conflicts of loyalties
19.17 A Trustee must:
(a) declare the nature of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Club or in any transaction or arrangement entered into by the Club which has not been previously declared; and
(b) absent himself or herself from any discussions of the Club’s Trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the best interests of the Club and any personal interest (including but not limited to any personal financial interest).
Any Trustee absenting himself or herself from any discussions in accordance with this Sub-clause 19.17 must not vote or be counted in the quorum in any decision of the Club’s Trustees on the matter.
20.1. The Trustees may delegate any of their powers or functions to a committee of two or more Trustees but the terms of any such delegation must be recorded in the minutes of the Trustees.
20.2. The Trustees may impose conditions when delegating, including the conditions that:
(a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;
(b) no expenditure may be incurred on behalf of the Club except in accordance with a budget previously agreed with the Trustees.
20.3. The Trustees may revoke or alter a delegation.
20.4. All acts and proceedings of any committees must be fully and promptly reported to the Trustees.
21. Representatives of the Club
21.1. The Trustees may appoint representatives in Neotropical and non-Neotropical countries to advise and to assist them with the work of the Club (“Regional Representatives”) including contacting members (or those who were members within the prior twelve months) in relation to any matter related to membership (including non-renewal of membership or membership arrears). The selection and precise role of Regional Representatives shall be determined by the Trustees. Each Regional Representative shall retire with effect from the conclusion of the next annual general meeting after his or her appointment but shall be eligible for re-election at that annual general meeting.
21.2. The Trustees must keep a list of names and addresses of the Regional Representatives which must be made available to any member upon request.
22. Irregularities in Proceedings
22.1 Subject to Sub-clause 22.2 below, all acts (including decisions) done by a meeting of Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a Trustee:
- who was disqualified from holding office;
- who had previously retired or who had been obliged by these Clauses to vacate office;
- who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
- the vote of that Trustee; and
- that Trustee being counted in the quorum,
the decision has been made by a majority of the Trustees at a quorate meeting.
22.2 Sub-clause 22.1 above does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees, or any committee of the Trustees, if the resolution would otherwise have been void, or if the Trustee has not complied with Sub-clause 19.17 above (conflicts of interest and conflicts of loyalties).
22.3 No resolution or act of
(1) the Trustees;
(2) any committee of the Trustees;
(3) the Club in general meeting
shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Club.
22.4 Without prejudice to any of the provisions of this Clause 22, the unintended omission to give notice of a general meeting of the Club to, or the non-receipt of such notice by, any person entitled to receive notice thereof, shall not invalidate any resolution passed or business conducted, at any meeting.
The Trustees must keep minutes of all:
(1) appointments of Officers and Trustees made by the Trustees;
(2) proceedings at meetings of the Club;
(3) meetings of the Trustees, or any committee of the Trustees, including:
- the names of the Trustees present at the meeting;
- the decisions made at the meetings; and
- where appropriate the reasons for the decisions.
24. Annual Report and Return and Accounts
24.1 The Trustees must comply with their obligations under the Charities Act 2011 with regard to:
(a) the keeping of accounting records for the Club;
(b) the preparation of annual statements of account for the Club;
(c) the transmission of the statements of account to the Commission;
(d) the preparation of an Annual Report and its transmission to the Commission;
(e) the preparation of an Annual Return and its transmission to the Commission.
24.2 Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.
25. Registered Particulars
The Trustees must notify the Commission promptly of any changes to the Club’s entry on the Central Register of Charities.
26.1 The Trustees must ensure the title to:
(a) all land held by or in trust for the Club that is not vested in the Official Custodian of Charities; and
(b) all investments held by or on behalf of the Club,
is vested either in a corporation entitled to act as custodian Trustee or in no fewer than three individuals appointed by them as holding Trustees.
26.2 The terms of the appointment of any holding Trustees must provide that they may act only in accordance with lawful directions of the Trustees and if they do so they will not be liable for the acts and defaults of the Trustees or of members of the Club.
26.3 The Trustees may remove the holding Trustees at any time.
The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Club. They must also insure suitably in respect of public liability and employer’s liability.
28.1 Any notice required by these Clauses to be given to or by any person must be:
(a) in writing; or
(b) given using electronic communications.
28.2 The Club may give any notice to a member either:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it using electronic communications to the member’s address.
28.3 A member who does not register an address with the Club or who registers only a postal address that is not in the United Kingdom shall not be entitled to receive any notice from the Club.
28.4 A member present in person at any meeting of the Club shall be deemed to have received notice of the meeting and of the purposes for which it was called.
28.5 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
28.6 Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
28.7 A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.
29.1 The Trustees may from time to time make bye-laws for the conduct of their business.
29.2 The bye-laws may regulate the following matters but are not restricted to them:
(a) the admission of members to the Club and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
(b) the procedure at general meetings and meetings of the Trustees in so far as such procedure is not regulated by these Clauses;
(c) the keeping and authenticating of records. If the bye-laws made under this Clause 29 permit records of the Club to be kept in electronic form and require a Trustee to sign the record, the bye-law must specify a method of recording the signature that enables it to be properly authenticated;
(d) generally, all such matters as are commonly the subject matter of the Clauses of an unincorporated association.
29.3 The Club in general meeting has the power to alter add to or repeal the bye-laws.
29.4 The Trustees must adopt such means as they think sufficient to bring the bye-laws to the notice of members of the Club.
29.5 The bye-laws shall be binding on all members of the Club. No bye-law shall be inconsistent with, or shall affect or repeal anything contained in, these Clauses.
If a dispute arises between members of the Club about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
In these Clauses “connected person” means:
(1) a child, parent, grandparent, brother or sister of the Trustee;
(2) the spouse or civil partner of the Trustee or of any person falling within Sub-clause (1) above;
(3) a person carrying on business in partnership with the Trustee or with any person falling within Sub-clause (1) or (2) above;
(4) an institution which is controlled-
(a) by the Trustee or any connected person falling within Sub-clause (1),(2), or (3) above; or
(b) by two or more persons falling within Sub-clause (4) (a), when taken together;
(5) a body corporate in which-
(a) the Trustee or any connected person falling within Sub-clause (1),(2), or (3) above has a substantial interest: or
(b) two or more persons falling within Sub-clause (5) (a) who, when taken together, have a substantial interest.
Sections 350 to 352 of the Charities Act 2011 apply for the purpose of interpreting the terms used in this Clause 31.