CONSTITUTION OF THE RURAL MUSEUMS NETWORK
Name
1. The name of the Association is the Rural Museums Network Group (`the Network’), which may be abbreviated for convenience to `RMN’.
Administration
2. Subject to the matters set out below, the Network and its property shall be administered and managed in accordance with this Constitution by the members of the Executive Committee constituted by Clause 7 of this constitution (`the Executive Committee’).
Objects
3. The Network’s objects (`the objects’) are to promote public education and understanding of the rural heritage of Great Britain, Northern Ireland and the Republic of Ireland including life in today’s countryside and its traditions by the revitalisation and regeneration of rural museums and other collections and displays of historic and contemporary material that relate to England, Wales, Scotland, Northern Ireland, the Isle of Man and Channel Islands and the Republic of Ireland.
Powers
4. In furtherance of the objects, but not otherwise, the Executive Committee may exercise the following powers:
(a) to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law
(b) 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;
(c) subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Network;
(d) subject to any consents required by law to borrow money and to charge all or any part of the property of the Network with the repayment of the money so borrowed;
(e) to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(f) to co-operate with other charities, voluntary bodies, statutory authorities, educational institutions and individual persons operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
(g) to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(h) subject to not delegating any of its powers, to appoint and constitute such advisory committees and working groups as the Executive Committee may think fit, the members of such advisory committees or working groups not being limited to members of the Executive Committee or members of the Network;
(i) to present, promote, organise, provide, manage and produce exhibitions, conferences, lectures, tours and seminars which are conducive to the advancement of education;
(j) to publish, issue, circulate or otherwise disseminate and communicate gratuitously or otherwise literary, visual and aural educational material including reports and periodicals, books, pamphlets and other literature;
(k) to enter into agreements and engagements with curators, librarians, archivists, craftsmen, lecturers, teachers, writers, artists and other practitioners in learned subjects and retain advisers, and to remunerate such persons (other than those that are members of the Executive Committee) by salaries and fees;
(l) to purchase, acquire and obtain interests in the copyright or the right to display, perform or publish any material which can be used or adapted for the objects of the Network;
(m) to pay out of the funds of the Network the costs, charges and expenses of and incidental to the formation and registration of the Network;
(n) to do all such things as are necessary for the achievement of the charitable objects of the Network.
Membership
5. (a) Membership of the Network shall be open to any body corporate or unincorporated association or person over the age of 18 years interested in furthering the objects of the Network and who has paid the annual membership subscription (if any) laid down from time to time by the members in general meeting.
(b) Full members shall be those museums that are participating in any Museums Registration or Accreditation scheme recognised by the Executive Committee, which shall each have one vote at general meetings of the Network.
(c) Associate members shall be others who wish to support the work of the Network, who shall have no voting rights.
(d) Each Full member who is a body corporate or unincorporated association shall notify the name of the representative appointed by it and of any alternate to the Secretary. That representative, or their alternate when the representative is not present, shall exercise the member’s voting rights at general meetings of the Network. 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.
(e) The Executive Committee may by unanimous vote 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 Executive Committee, accompanied by a friend, before a final decision is made.
Honorary Officers
6. At the Annual General Meeting of the Network the voting members present shall elect from those amongst themselves a Chairman, a Vice-chairman (both of whom shall be Full members), a Secretary and a Treasurer, who shall hold office from the conclusion of that meeting.
Executive Committee
7. (a) The Executive Committee shall consist of not less than 5 or more than 10 members being:
(i) the four honorary officers specified in the clause 6;
(ii) not more than 6 persons elected at the Annual General Meeting who shall hold office from the conclusion of that meeting.
(b) Associate members shall be eligible for appointment to the Executive Committee.
(c) Members of the Executive Committee who are representatives of any body-corporate or unincorporated association shall exercise their duties as if they were individual members and without reference to the organisation they represent.
(d) At every annual general meeting from the third, one-third of the Committee shall retire by rotation, or, if their number is not three or a multiple of three, the number nearest to one-third shall retire. The Committee members to retire by rotation shall be those who have been longest in office since their last election, but as between persons who became or were last elected on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
(e) No person shall serve as a member of the Executive Committee for a period of more than six consecutive years.
(f) 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.
(g) No person shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
(h) 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 in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Network.
(i) The Committee may co-opt up to three persons to attend its meetings and contribute to its discussions, but such co-opted members shall not be eligible to vote on any matter or act in the trusts of the Network.
Determination of Membership of Executive Committee
8. A member of the Executive Committee shall cease to hold office if he or she:
(a) is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1992 (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 the permission of the Executive Committee from all their meetings held within a period of nine months and the Executive Committee resolve that his or her office be vacated; or
(d) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
Executive Committee not to be personally interested
9. (a) Subject to the provisions of sub-clause (b) of this clause no member of the Executive Committee shall acquire any interest in property belonging to the Network (otherwise than as a trustee for the Network) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
(b) Any member of the Executive Committee for the time being who is 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 his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Network; provided that at no time shall a majority of members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
Meetings and proceedings of the Executive Committee
10. (a) The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman 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.
(b) The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
(c) There shall be a quorum when at least one-third 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.
(d) Every matter shall be determined by a majority of votes of members of the Executive Committee present and voting but in the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
(e) The Executive Committee shall keep minutes, in books kept for that purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
(f) The Executive Committee may from time to time make and alter 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.
(g) The Executive Committee may appoint one or more sub-committees 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-committees shall be fully and promptly reported to the Executive Committee.
Receipts and Expenditure
11. (a) The funds of the Network, including all contributions donations and bequests shall be paid into an account operated by the Executive Committee in the name of the Network at such bank as the Executive Committee shall from time to time decide.
(b) The funds belonging to the Network shall be applied only in furthering the Network’s objects.
Trustees
12. The Committee may appoint not less than three or more than five persons who shall not be members of the Committee to hold title to all the Network’s property, both real and personal, that has been acquired by, on behalf of, or in trust for the Network.
13. The trustees shall act in accordance with the lawful directions of the Executive Committee.
14. The first trustees shall be appointed at a general meeting of the Network. Without prejudice to any other power appointing new trustees whether conferred by statute or otherwise, vacancies shall be filled by resolution of the Executive Committee at an ordinary meeting. When a trustee is appointed a memorandum of appointment shall be signed by the person presiding at the meeting at which the appointment was made, and attested by two other persons present.
15. Trustees may be removed by the Executive Committee at its pleasure. Any trustee may retire on giving two months’ notice to the Executive Committee and upon termination of such notice the person giving notice shall thereupon cease to be a trustee.
16. Provided they act only in accordance with the lawful directions of the Executive Committee, the trustees shall not be liable for their acts and defaults.
Accounts
17. The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:
(a) the keeping of accounting records for the Network;
(b) the preparation of annual statements of account for the Network;
(c) the auditing or independent examination of the statements of account of the Network; and
(d) the transmission of the statements of account of the Network to the Network Commission.
Annual Report
18. The Executive Committee shall comply with their obligations under the Charities Act 1992 (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.
Annual Return
19. The Executive Committee shall comply with their obligations under the Charities Act 1992 (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.
Annual General Meeting
20. (a) There shall be an annual general meeting of the Network which shall be held in the month of February in each year or as soon as practicable thereafter.
(b) Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 28 days’ written notice of the annual general meeting to all the members of the Network. All the members of the Network shall be entitled to attend and vote at the meeting.
(c) The Chairman of the Network shall be chairman of the annual general meeting.
(d) The business of the annual general meeting shall include
(i) The appointment of the honorary officers described in paragraph 6 above, and of the Network’s auditors or of persons to examine its annual accounts and financial statements.
(ii) Election of the appointed members of the Executive Committee; nominations for appointment should be made by members of the Network in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.
(iii) Presentation by the Executive Committee of its annual report and the audited or examined financial statements for the financial year last ended.
(iv) Any other business appropriate to be transacted at the annual general meeting.
Special General Meetings
21. The Executive Committee may call a special general meeting of the Network at any time. If at least 10 members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 28 days’ notice must be given. The notice must state the business to be discussed.
Procedure at General Meetings
22. (a) The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Network.
(b) There shall be a quorum when at least one-quarter of the number of members of the Network for the time being or eight members of the Network, whichever is the greater, are present at any general meeting.
Other Meetings
23. The Executive Committee may arrange meetings of members and/or others in pursuance of the Network’s charitable objects. Unless the requirements of Paragraph 21 of this Constitution have been met, no formal business of the Network shall be conducted at such meetings and any resolutions passed at those meetings concerning the business of the Network shall be void and not bind the Executive Committee in any way.
Notices
24. Any notice to be served on any member of the Network shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom or by giving it by electronic communications to an address in the form used for such communications that has been notified to the Network by the member. Any letter or electronic communication so sent shall be deemed to have been received within 10 days of posting or electronic dispatch.
Alterations to the Rules
25. (a) Subject to the following provisions of this clause the Rules 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.
(b) No amendment may be made to clauses 1, 3, 9 and 26 or this clause without the prior consent in writing of the Charity Commission.
(c) No amendment may be made which would have the effect of making the Network cease to be a charity at law.
(d) The Executive Committee shall send promptly to the Charity Commission a copy of any amendment made under this clause.
Dissolution
If the Executive Committee decides that it is necessary or advisable to dissolve the Network it shall call a meeting of all members of the Network, of which not less than 28 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 Network. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Network as the members of the Network may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Network must be sent to the Charity Commission.
