Constitution of the Cornwall Archaeological Society As approved by the Annual General meeting on 13 April 1996 and subsequently amended.
1. NAME The name of the Society shall be the Cornwall Archaeological Society
2. OBJECTS The objects of the Society shall be to undertake and foster archaeological research in Cornwall (including the Isles of Scilly) and to disseminate knowledge of Cornish Archaeology by publication or other means.
3. MEMBERSHIP Membership of the Society shall be open to all persons who, having attained the age of 16, shall pay the subscription hereinafter mentioned. By law members under the age of 18, not having reached their majority, are ineligible to vote or to become Charity Trustees.
4. COMMITTEE The management and control of the Society (except for such powers and functions as are hereby allocated to any officer or to a general meeting) shall be in the hands of a Committee consisting of President, Past President, President- Elect (see 5b), Secretary, Treasurer, Director or Directors of Excavations, Editor, Membership Secretary, elected members and co-opted members. No member can be a Committee member and thus a Trustee until (s)he reaches the age of 18 (see 8). The Committee may delegate responsibility for certain aspects of the work of the Society to individuals or working parties; these shall report back to each meeting of the Committee.
5a. PRESIDENT, PAST PRESIDENT, PRESIDENT-ELECT and HONORARY VICE PRESIDENT The PRESIDENT shall be elected by the Annual General Meeting for a period of three years. The retiring President – the PAST PRESIDENT – is invited to serve on the Committee until the succeeding President’s term of office ends (see 5c). The President, or, in his/her absence, the Past President, in their absence a Chairperson elected by the meeting, shall act as Chairperson at all General and Committee Meetings, and all persons present shall act in accordance with all lawful rulings from the chair. If a casual vacancy occurs in the office of President, the Committee may appoint any member of the Society to the same until the next Annual General Meeting. A former President is eligible for election to any post within the Society including another term as President.
5b. PRESIDENT-ELECT At the end of the second year of a President’s term of office the AGM will elect a PRESIDENT-ELECT who may serve on all Committees, with full voting rights, in anticipation of election to President at the following AGM.
5c. HONORARY VICE-PRESIDENTS At the end of their term as Past President, each will become an HONORARY VICE-PRESIDENT. This title may also be accorded to such individuals who have given exceptional service to the Society or to archaeology in Cornwall. The Committee will recommend such persons to the AGM. Honorary Vice-Presidents are not members of Committees or Trustees and will have no voting powers beyond that of members of the Society; but they may choose to stand for Committee office. The role of Honorary Vice-President is for life. Honorary Vice-Presidents shall enjoy all Society benefits without paying a subscription.
6. SECRETARY, TREASURER AND EDITOR The Secretary, the Treasurer and the Editor shall be elected annually by the Annual General Meeting. Each honorary post may be shared jointly by two members if so elected by the membership. If any casual vacancy shall occur in these offices then the President of the Committee may appoint any member(s) of the Society to the same until the next Annual General Meeting.
7. DIRECTORS The Director of Directors of excavations shall be appointed by the Committee and shall, subject to the general direction of the Committee, have complete executive control of the excavations, with power to appoint such excavation staff as thought fit. Directors shall be members of the Committee ex officio for the duration of the Excavation for which they are appointed and for two years thereafter, or until such time as the excavation report has been written and approved by the Committee.
8. COMMITTEE MEMBERS The Annual General Meeting shall in each year elect at least seven and a maximum of twelve members to the Committee, and the Committee may from time to time co-opt not more than two additional members for such periods as it may determine. The Committee may also co-opt to fill casual vacancies among the elected members. Under the terms of the charity, Committee members must be over the age of 18: the minimum legal age of a Charity Trustee. The post of Newsletter Editor may be elected or co-opted by the Committee.
9. COMMITTEE MEETINGS The Committee shall meet at least three times a year and its Sub-Committees as and when necessary; the Secretary shall give notice of each meeting to all members of the Committee at least 14 days in advance. Five members shall form a quorum.
10. GENERAL MEETINGS General Meetings of the Society shall be of two kinds: a. Annual General Meeting, to be held once in each calendar year, usually in April. b. Special General Meetings to discuss specific topics, which shall be convened either by Direction of the Committee or upon requisition of 12 members of the Society at least 21 days in advance.
11. NOMINATIONS Nominations for Officers, Committee Members and Honorary Vice-Presidents, duly seconded, will be requested between eight and ten weeks before the AGM; requests may be included in a publication such as the Newsletter, or sent out separately. They must be submitted to the Secretary for publication with the notice of the AGM. In the absence of nominations, the Meeting may elect any members of the Society as Officers or Committee Members.
12. PUBLICATIONS The Publication of the Society shall, subject to the general direction of the Committee, be managed by a sub-committee consisting of the President, the Secretary, the Treasurer, the Director or Directors, the Editor (who shall act as Secretary of the sub-committee) and two members elected by the Committee. The sub-committee may from time to time co-opt additional members for such periods as it may determine.
13. SUBSCRIPTIONS The annual subscription will be duly determined by the AGM and will usually fall in one of the three categories: Adult, two Adults at the same address, and Student (full time between the ages of 16 and 23).
14. HONORARY MEMBERSHIP The Society at its AGM may elect to Honorary Membership of the Society any person who has rendered outstanding service to the Society, to Cornish studies or to archaeology generally. Honorary Members shall enjoy all rights of membership but shall not be liable to pay a subscription.
15. ACCOUNTS The Treasurer shall make up the accounts of the Society for each calendar year and circulate them to all members prior to the Annual General Meeting in the next year (unless such meeting shall be held in the first six months of the year). The Accounts shall be certified by an Auditor (who need not be a member of the Society) appointed annually by the Annual General Meeting. If a casual vacancy shall occur in the office of Auditor, the Treasurer or the Committee may appoint any person to the same until the next Annual General Meeting.
16. PAYMENT OF HONORARIA For contributions requiring significant professional skill and effort, the Committee is authorised to pay honoraria.
17. CHANGE OF RULES 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 2, clause 18 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 Charity cease to be a charity at law. The Committee should promptly send to the Charity Commissioners a copy of any amendment made under this clause.
18. TRUSTEES The Committee may cause any assets of the Society to be vested in not more than four nor less than two individual trustees or in a trust corporation as sole trustee. All trustees shall be custodian trustees and shall deal with property vested in them in accordance with the directions of the Committee.
19. DISSOLUTION If the 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-third majority of those present and voting the 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 liabilities 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. 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 Commissioners.
Amendments: 14/04/2012 (Clause 16 inserted)