CONSTITUTION OF THE SERBIAN SOCIETY
The name of the Association shall be the Serbian Society (“the Society”). In Serbian the Society shall be known as “Srpsko društvo”.
2.1. The objects of the Society shall be:
2.1.1. for the benefit of the public and in particular for the benefit of those members of the public who are Serbian or of Serbian descent living in Greater London without distinction of sex, sexual orientation race or of political, religious or other opinions by associating the local authorities, voluntary organisations and members of the public in a common effort to relieve poverty, to advance education by providing and assisting in the provision of facilities for pre-school and school education and so as to enable Serbians or those of Serbian descent to gain employment and integrate into society and to advance education in Serbian history, culture and heritage, to provide and assist in the provision of facilities for recreation and leisure-time occupation in the interests of social welfare and with the object of improving the conditions of life of members of the public and to promote good relations between Serbians and persons of other ethnic or racial groups.
(Clause 2.1.1 was amended at the Special General Meeting of the Society duly convened and held on 18 May 1996 and shall read as hereinabove written.)
2.1.2. to establish or to secure the establishment of a Society’s Centre (here in after called “the Centre”) and to maintain and manage the same, (whether alone or in co-operation with any local authority or other person or body) in furtherance of these objects.
2.2. The Society shall be non-party in politics and non-sectarian in religion.
In furtherance of the said objects but not otherwise the Society shall have power to:
3.1. bring together in conference representatives of voluntary organisations Government departments1 statutory authorities and individuals and to affiliate nationally or internationally to organisations with similar charitable objects;
3.2. arrange and provide for, or join in arranging and providing for, the holding of exhibitions, meetings1 lectures, classes, seminars and training courses and all forms of educational, social or recreational activities;
3.3. collect and disseminate information on all matters affecting such objects and exchange such information with other bodies having similar objects whether in this country or overseas;
3.4. procure to be written and print, publish, issue and circulate gratuitously or otherwise such papers, books, periodicals, pamphlets or other documents or films or recorded tapes as shall further such objects;
3.5. purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of its objects and to construct, maintain and alter the same subject to the provisions of Clause 11 hereof;
3.6. make regulations for supervision, control and management of any property which may be so acquired;
3.7. subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Society;
3.8. raise funds and invite and receive contributions from any person or persons what so ever by way of subscriptions and otherwise provided that the Society shall not undertake any permanent trading activities in raising funds for its primary charitable objects;
3.9. accept gifts, receive money on deposit or loan and borrow or raise money for such objects on such terms in such manner and on such security as shall be thought fit subject to such consents as required by law;
3.10. procure contributions to the Society by personal or written appeals, public meetings or otherwise;
3.11. promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results of such research, surveys and investigations;
3.12. invest the money of the Society not immediately required for such objects in or on such investments, securities or property as may be thought fit, subject nevertheless to such conditions as may from time to time be imposed or required by law;
3.13. employ and pay any person or persons to supervise, organise and carry on the work of the Society and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants;
3.14. undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by the Society;
3.15. pay any premium in respect of any indemnity insurance to cover the liability of the members of the Executive Committee (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Society provided that any such insurance shall not extend to any claim arising from any act or omission which the members of the Executive Committee (or any of them) knew or ought to reasonably have known was a breach of duty or breach of trust or which has committed by the members of the Executive Committee (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not;
3.16. insure and arrange insurance cover and to indemnify its employees and voluntary workers from and against all such risks incurred in the course of the performance of their duties as may be thought fit;
3.17. do all such other lawful things as are necessary for the attainment of such objects.
4.1. Full membership of the Society shall be open irrespective of political party, nationality, religious opinion, race or colour, to:
4.1.1. individuals of 18 years/who are interested in furthering the work of the Society and who have paid the annual subscription as laid down from time to time by the Executive Committee mentioned below; and
4.1.2. affiliated groups, which shall be such national, international and local voluntary or other non-profit distributing organisations, whether corporate or unincorporated, which are interested in furthering such work and have paid their annual subscription;
4.1.3. statutory authorities in whose administrative area the Society lies;
4.2. Each member organisation as set out in Clause 4.1.2 and 4.1.3 shall appoint one individual to represent it and vote on its behalf at general meetings of the Society. In the event of such individual person resigning or otherwise leaving an organisation he or she shall immediately cease to be a representative of such organisation. The organisation concerned shall have the right to appoint a new representative informing the Secretary in writing.
4.3. Each member organisation may appoint a deputy to replace its appointed representative if the appointed representative is unable to attend any particular meeting of the Society;
4.4. Junior membership shall be open to individuals under the age of 18 years and subject to such conditions as the Executive Committee may decide who are interested in furthering the work of the Society. Junior members shall not be entitled to vote;
4.5. Honorary members may be appointed at the discretion of the Executive Committee. Honorary members shall not be entitled to vote.
4.6. The Executive Committee shall have the right:
4.6.1. to approve or reject applications for membership; and
4.6.2. for good and sufficient reason to suspend or terminate the membership of any individual or organisation provided that the individual member concerned or the individual representing such organisation (as the case may be) shall have the right to be heard by the Executive Committee before a final decision is made.
5. Honorary Officers
5.1. At the Annual General Meeting mentioned below the Society shall elect a Chairperson1 a Secretary, a Treasurer and such other honorary officers as the Society shall from time to time decide;
5.2. The Chairperson and the honorary officers of the Society shall hold office until the conclusion of the Annual General Meeting of the Society next after their election but shall be eligible for re-election provided that no honorary officer shall hold office for more than three consecutive years. On the expiration of such period one further year must elapse before any honorary officer shall be eligible for re-election;
5.3. The Chairperson and the honorary officers shall be ex officio members of the Society, the Executive Committee and any other committee;
5.4. If vacancies occur among the Honorary Officers, the Executive Committee shall have the power to fill these from amongst its members. Any person appointed to fill such a casual vacancy shall hold office until conclusion of the next Annual General Meeting of the Society and shall be eligible for election at that meeting;
5.5. The Society shall appoint one or more qualified auditors and may determine their remuneration (if any).
6. Executive Committee
6.1. Subject as mentioned below the policy and general management of the affairs of the Society shall be directed by an executive committee (“the Committee”) which shall meet not less than five times a year and when complete shall consist of not less than six members;
The Committee shall consist of:
6.1.1. The Honorary Officers elected under clause 7 hereof;
6.1.2. One representative appointed by each
(i) Affiliated group
(iii) Local statutory authority in accordance with clause 4.1.3 hereof;
6.1.3. 3 representatives of individual members, or such large number as shall be equal to the number of committee members appointed in accordance with sub-clause 6.1 above. Representatives of individual members shall elect from among and by themselves at the Annual General Meeting;
6.1.4. persons co-acted individually pursuant to clause 6 hereof;
6.2. The members of the Committee shall be elected at the Annual General Meeting of the Society in accordance with clause 8;
6.3. Election to the Committee shall be for 3 years. One-third of the membership shall retire annually but shall be eligible for re-election. The members so to retire being those who have be longest in office since the last election but not reckoning officio members. As between members who have been in office the same length of time, those due to retire shall be chosen by lot;
6.4. In addition to the members so elected and to those serving virtue of clause 4.3 the Committee may co-opt up to five further members who shall be full members of the Committee whether individual or representative or a combination of both and shall serve until the conclusion of the next Annual General Meeting after individual co-option provided that the number co-opted members shall not exceed one-third of the total number members of the Committee in accordance with clause 6.1. Co-opted members shall be entitled to vote at meetings of the Committee;
6.5. Any casual vacancy in the Committee may be filled by the Commit’ and any person appointed to fill such a casual vacancy shall be in the office until the conclusion of the next Annual General Meeting in the Society and shall be eligible for election at that meeting;
6.6. The proceedings of the Committee shall not be invalidated by any failure to elect, or any defect in the election, appointment, co-option or qualification of, any member;
6.7. The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Committee as soon as possible.
6.8. Sections shall be such groups of individual members as may, with the permission of the Executive Committee (hereinafter mentioned), be formed within the Society for the furtherance of common activities. The Executive Committee shall determine the terms of reference and powers of each such Section and may also determine the duration of its activities.
7. Paid Officers
7.1. The Committee shall have the sole right in exercise of the power conferred by clause 2.4.14 hereof of appointing, dismissing, and determining the terms and conditions of service of all employees of the Society.
7.2. A member of the Society’s staff shall not be eligible to be a member of any committee of the Society but may be invited to attend such committee as a non-voting adviser.
8. Meetings of the Association
8.1. The first general meeting of the Society shall be held not later than the 1st day of October and once in each year subsequently. An Annual General Meeting of the Society shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. At least 21 clear days’ notice shall be given in writing by the Secretary to each member. At such Annual General Meeting the business shall include:
(a) the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited accounts;
(b) the election of honorary officers;
(c) the election of members to serve on the Committee;
(d) the appointment of an auditor or auditors;
(e) the transaction of such other matters as may from time to time be necessary; and
(f) where necessary, consideration of and voting on proposals to alter the Constitution in accordance with clause 13 hereof.
8.2 The Chairperson of the Committee may at any time at his or her discretion, and the Secretary shall within 21 days of receiving a written request so to do signed by not less than 1/3 full members whether individual or representative and giving reasons for the request, call a special general meeting of the Society.
9. Nominations of honorary officers and committee members
9.1. Only full members of the Society whether individual or representative shall be eligible to serve as honorary officers or members of the Committee;
9.2. Nominations for honorary officers or members of the Committee must be made by full members of the Society in writing and must be in the hands of the Secretary at least seven days before the Annual General Meeting. Should nominations exceed vacancies1 election shall be by ballot or a show of hands (the arrangements for which shall be made by the Committee) provided that the first members of the Committee shall be elected by personal vote at the first general meeting of the Society.
10. Rules of procedure at all meetings
10.1. Quorum The quorum at a meeting of the Society shall be minimum 25 members or one third of all members whichever is lower. The quorum at the meeting of the Committee appointed under clause 6.1 or of any committee shall be minimum three members or one-third of the members, whichever is lower of the total membership of the Committee or a committee (as the case may be) or such other number as the Society may in general meeting from time to time determine.
10.2. Voting Save as otherwise provided, all questions arising at any meeting shall be decided by a simple majority of those present’ and entitled to vote thereof. Arrangements for proxy voting may from time to time be made by the Committee provided that no such arrangements shall be made with regard to clauses 13 and 14. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent 2 or more interests, but in case of an equality of votes the chairperson of the meeting shall have a second or casting vote.
10.3. Minutes Minute books shall be kept by the Committee and all other committees, and the appropriate Secretary shall enter in the minute book a record of all proceedings and resolutions.
10.4. Standing orders and rules The Committee shall have power to adopt and issue standing orders for the conduct of the Society and/or rules for the use of the Centre. Such standing orders and/or rules shall come into operation immediately provided that they shall be subject to review by the Society in general meeting and shall not be inconsistent with the provisions of this Constitution.
11.1. All money raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose provided that nothing contained in this Constitution shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Society or the repayment of reasonable out-of-pocket expenses;
11.2. The Honorary Treasurer shall keep proper accounts of the finances of the Society;
11.3. The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting;
11.4. An audited statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting;
11.5. A bank account shall be opened in the name of the Society with National Westminster Bank Plc, Fulham Branch, 831 Fulham Road 5W6 or with such other bank as the Committee shall from time to time decide. The Committee shall authorise in writing the Treasurer, the Secretary of the Society and 2 members of the Committee to sign cheques on behalf of the Society. All cheques must be signed by not less than 2 of the 4 authorised signatories.
12. Trust property
The title to all real or personal property which may be acquired by or on behalf of the Society shall be vested in a corporation lawfully entitled to act as custodian trustee or a trust corporation or not less than three nor more than four individual persons (not being members of the Committee) who shall enter into a Deed of Trust setting forth the purposes and conditions under which they hold such property in trust for the Society.
13. Alterations to the constitution
Any proposal to alter this Constitution must be delivered in writing to the Secretary of the Society not less than 28 days before the date of the meeting at which it is first to be considered. An alteration will require the approval of both:
(a) Simple majority of members of the Committee present and voting at a Committee Meeting;
(b) a two-thirds majority of individual members and representatives of the Affiliated Groups and Sections of the Society present and voting at a General Meeting.
Notice of each such meeting must have been given in accordance with normal procedure but not less than 14 clear days prior to the meeting in question and giving the wording of the proposed alteration.
No alteration to Clause 2 (Objects). Clause 11 (Finance) Clause 14 (Dissolution) or to this Clause shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained. and no alteration shall be made to this Constitution which would cause the Society to cease to be a charity at law.
If the Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Society, it shall call a meeting of all members of the Society who have the power to vote by not less than 21 days’ notice (stating the terms of the resolution to be proposed there) and given in writing to the Charity Commissioners for England and Wales. If such decision shall be confirmed by a simple majority of those present and voting at such meeting the Committee shall have power to dispose of any assets held b3 or in the name of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards such charitable purposes stated in clause 2.1.1 as the Committee may decide and as may be approved by the Charity Commissioners for England and Wales.
Any notice may be served by the Secretary on any member either personally or on its appointed representative as the case may be or by sending it through the post in a prepaid letter addressed to such member at his, her or its last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.
For the interpretation of this constitution, the Interpretation Act 1978 shall apply as it applies to the Interpretation of an act of Parliament.
The Constitution was adopted as the Constitution of the Serbian Society at a Public Meeting duly convened at the Hammersmith & Fulham Town Hall on 21st September 1995
Mihajlović, Secretary (8.11.1995)