CONSTITUTION
(as amended by the Special General Meeting 21 October 2017)A. Name and Objects
1. The name of the Society is The English Spelling Society .
2. The object of the Society is to raise awareness of the problems caused by the irregularity of English spelling, and
3. to promote remedies to improve literacy, including spelling reform.
4. The Society is a non-profit organisation. The assets of the Society including any excess of income over expenditure shall be devoted to the objects of the Society; they shall not be distributed to members by way of dividend or otherwise. This does not preclude the reimbursement to members of expenses reasonably incurred on behalf of the Society.
B. Membership
1. Subject to Paragraphs 3 and 4 below, membership is open to any person, corporation or association interested in furthering the objects of the Society on application to the Secretary and payment of an annual subscription. In addition, membership shall be open to any person for life on payment of a lifetime subscription.
2. The Society may, subject to approval at a General Meeting, create different categories of membership, which may convey different rights and different subscription rates; this may include Associate, Corporate and Honorary membership. The terms of all membership categories shall be determined by the Committee and changes shall be reported to the next General Meeting.
3. Exceptionally, the Committee may refuse membership of the Society to an applicant who in its opinion does not support the aims of the Society or who is seeking to exercise undue influence on the affairs of the Society. 'Influence' includes the exercise of influence at the behest of a family member, employer, or business associate. (An 'employer' or 'business associate' includes a natural or legal person.) The Committee may seek further information from an applicant in order to assist it in reaching a final decision. The officer dealing with membership applications shall comply with any direction issued to him or her in this respect by the Committee. The power of refusal referred to above includes a refusal to renew membership.
4. A person refused membership of the Society under the foregoing paragraph may appeal within 28 days of the decision. The appeal shall be heard by a panel consisting of three members of the Society (other than Committee members) appointed by the Trustees. The appellant and the Committee shall have the right to make written representation to the panel, and at the discretion of the panel, oral representations. The decision of the panel shall state the reasons for the panel's decision and shall be final.
5. The Committee may, at its discretion, waive or reduce the membership fee for any member on grounds of hardship or such other grounds, as the Committee feels appropriate; the reasons for such waiver shall be disclosed orally to the Committee but shall not normally be recorded in the minutes.
6. The Committee may, at its discretion, suspend a member from the Society, or an elected committee member from the committee for one meeting, for reasons other than that of non-payment of subscription; this shall include intolerance of the views of other members. Any such suspension (including the criteria for reinstatement) shall be explained to the member in advance, who shall have the opportunity to comment to the committee, and be reported to the next General Meeting. Confidential personal details will not be disclosed nor included in minutes. The committee may also move that a member be expelled from the Society. This motion must then be put to a General Meeting of members for decision by a simple majority vote.
7. Membership is not automatically forfeited by non-payment of the subscription but members who have not paid the subscription due for the year shall not be eligible to vote at meetings of the Society and may be removed from the list of members at the discretion of the Committee provided always that the Secretary or Treasurer has issued a suitable reminder.
C. The Committee
1. The affairs of the Society shall be managed by a Committee which shall consist of:
a. The President of the Society
b. The Chair, who must be able to attend the committee meetings in person
c. Seven members elected annually at the Annual General Meeting
d. The Secretary and the Treasurer, if they are not already among the elected members
2. The elected members are elected for one year at a time, but may be re-elected.
3. Procedure for electing the Chair and the Committee.
A member of the Society may be nominated for the Committee by any member of the Society. Nominations must be received in writing by the Secretary at least thirty days before the Annual General Meeting and shall be included in the notice of elections on the agenda sent out to members. The election will be made at the Annual General Meeting, but postal votes from those unable to attend will be included in the count, provided that they are received by the Secretary at least ten days before the meeting. The elections will be by a simple majority of the votes cast.
A member of the Society may be nominated for the Committee by any member of the Society. Nominations must be received in writing by the Secretary at least thirty days before the Annual General Meeting and shall be included in the notice of elections on the agenda sent out to members. The election will be made at the Annual General Meeting, but postal votes from those unable to attend will be included in the count, provided that they are received by the Secretary at least ten days before the meeting. The elections will be by a simple majority of the votes cast.
4. The Committee may co-opt up to three additional members, to serve until the Annual General Meeting following the date of appointment.
5. In the event that at any time a member of the Committee shall cease to be a Committee member for any reason that vacancy shall remain unoccupied until the next general meeting of the Society. If the number of Committee members shall fall to the level where it is not possible to hold a quorate Committee meeting, the Secretary or any other remaining Committee member shall convene an extraordinary general meeting of the Society with the purpose of re-electing a Committee. Any Committee members who remain shall continue in office until the end of their normal term and the elections shall only be held in respect of unfilled vacancies.
6. A member of the Committee having a financial interest in any matter under discussion, whether personally, through a family member, or through an employer or business associate, shall abstain from voting on the matter and shall withdraw from the meeting during discussion of the item. (An 'employer' or 'business associate' includes a natural or legal person.) In the event of any disagreement as to whether a member has a financial interest on any particular matter, the question shall be resolved by a vote of those members of the Committee present in person or by proxy other than the member in question.
D. The Officers
1. The Officers of the Society shall be the President, not more than five Vice-Presidents, the Chair and the Vice-Chair of the Committee, the Secretary and the Treasurer. The Chair, Vice- Chair, Secretary and Treasurer shall be elected annually (or as necessary in the event of a vacancy arising during the year) by the Committee either from its own members or from other members of the Society. From 2015 AGM forward and retrospectively, a member may not hold the Chair position for more than four consecutive years, but after a break of a year or more may be re-elected to the position. The Committee may suspend the foregoing restriction for 12 months (renewable) if in their opinion there is no person able and willing to assume the role of Chair other than the outgoing incumbent.
2. The President shall be elected for a term of three years at an Annual General Meeting. He or she will preside at General Meetings of the Society and will be ex-officio a member of the Committee.
3. The Society may elect up to five Vice-Presidents. These appointments will be honorary and for life unless the Society in a general meeting shall decide to remove a vice president for exceptional reasons, or unless the person asks to relinquish the position. These appointments will be made to recognise special services to the cause of spelling reform. A Vice-President need not be an existing member of the Society. Election of Vice-Presidents will take place at an Annual General Meeting. Any other changes to the appointments shall also be reported to the Annual General Meeting with a brief explanation of the reasons.
4. The Chair shall preside at all Committee meetings, and, in the absence of the President, at General Meetings. The Vice-Chair shall deputise for the Chair.
5. The Secretary shall be responsible for the general administration of the Society under the direction of the Committee. This shall include dealing with correspondence and calling and taking the minutes of all meetings of the Committee and the Society. The Secretary shall also keep the archives of the Society and shall present an annual report, the contents and form of which shall be determined by the Committee, to the Annual General Meeting. The Secretary shall act as Returning Officer for any ballots or other elections held by the Society or the Committee.
6. The Treasurer shall be responsible for administering the finances of the Society under the direction of the Committee. The Treasurer shall receive all monies on behalf of the Society and make disbursements as directed by the Committee and recorded in the minutes of the Committee meeting at which such expenditure was authorised, or otherwise in accordance with a written resolution of the Committee members. The Treasurer shall report on the financial position of the Society to the Committee at their request and will prepare an annual statement of accounts and, after independent examination, shall present these accounts to the Annual General Meeting. The Treasurer shall be responsible for maintaining a list of members of the Society and collecting subscriptions.
7. The Committee shall appoint either a firm or two suitable persons to act as the independent examiners of the Society and the Independent Examiners shall be responsible for examining the annual statement of accounts prior to submission to the members.
8. The Committee may appoint such external persons or firms as it shall see fit to provide professional assistance to the Secretary and the Treasurer or to otherwise assist with the administration of the Society's affairs and the Committee may fix any remuneration to be paid to such persons or firms for the provision of this service. These appointments do not confer membership of the Committee. The Committee may authorise the delegation of any function of the Secretary or Treasurer to another officer or other member of the Society or to a paid member of staff, provided that such delegation may be amended or revoked at any time.
9. The Committee may from time to time appoint such additional officers as are necessary to carry out the work of the Society; the Committee shall determine whether such officers are members of the Committee.
E. Finances
1. The financial year shall be from January 1st to December 31st.
2. A copy of the independently examined statement of accounts shall be sent to all members with the Agenda for the Annual General Meeting.
3. The report of the independent examiner shall confirm that all transactions have been properly recorded in the Society's records, that the annual statements of account are a complete and accurate record of all transactions and the financial position of the Society at the financial year-end and that all transactions were in accordance with the Society's rules.
4. Subscriptions shall be due on 1st January each year.
5. The rate of subscription shall be fixed at each Annual General Meeting for the calendar year following.
6. The Committee shall appoint not less than three Trustees to hold the investments of the Society on its behalf. The appointment of the Trustees shall be made by Trust Deed or by amendment made by the Committee to an existing Trust Deed and the responsibilities and powers of the Trustees shall be as set out in such Trust Deed.
7. In the event that the Society shall receive from any source funds which are restricted by the donor as to the use to which they may be applied these shall be recorded as such in the Society's accounts, whether or not the funds shall be transferred to the Trustees, and expenditure from such funds and balances remaining shall be identified separately in the annual statement of accounts.
F. Meetings and resolutions
1. The Society shall hold a general meeting in April each year (or the nearest month thereto should a meeting in April prove impractical), which shall be the Annual General Meeting.
2. The Committee may call other general meetings if it deems it necessary and must call a general meeting if requested to do so in writing by not less than ten members of the Society. Any meeting called in response to such a request by members must be called within thirty days of receipt of the request and must take place within sixty days of such request being received.
3. Any notice calling a general meeting shall give not less than twenty one days' notice and shall include details of the date, time and place at which the meeting is to be held and shall be accompanied by an agenda setting out the resolutions to be proposed at the meeting.
4. Any general meeting shall not proceed unless a quorum of those members entitled to attend and vote at that meeting are present in person or by proxy; for these purposes a quorum shall be 5% of the full membership or 5 full members, whichever is the lower.
5. Postal votes shall be included in voting on all resolutions and appointments at general meetings provided that they are received by the Secretary at least ten days before the meeting.
6. Any member being entitled to attend and vote at a meeting shall be entitled to appoint a proxy to attend and vote on their behalf. A proxy need not be a member of the Society. In order for a proxy to vote at a general meeting the document appointing them must be received by the Secretary not less than forty eight hours before the meeting. No person may exercise more than two proxy votes, such votes being in addition to their own vote if that person shall be a member of the society. The procedure set out at Paragraph B.4 shall apply to AGMs and special general meetings but in the event of disagreement as to whether a member has a financial interest in any matter a decision shall be taken by the members attending the meeting in person or by proxy other than the member in question.
7. The Secretary shall take the minutes of all general meetings and shall submit an unapproved copy thereof to all members as soon as possible after the meeting has taken place. The minutes shall be submitted to the next general meeting for approval.
8. The Committee shall meet immediately after the Annual General Meeting to appoint the Officers and thereafter it shall meet not less than three times in the year until the next Annual General Meeting. Meetings shall be called by the Secretary at the request of the Chair, or of any three members of the Committee.
9. Any notice calling a Committee meeting shall give not less than twenty one days' notice (unless all those being entitled to attend and vote at a Committee meeting shall signify their consent in writing to the meeting being held at shorter notice) and shall include details of the date, time and place at which the meeting is to be held and shall be accompanied by an agenda setting out the resolutions to be proposed at the meeting. Four members present in person or by proxy shall constitute a quorum for a Committee meeting.
10. Voting at Committee meetings shall be on a simple majority of votes cast. Any member being entitled to attend and vote at a meeting shall be entitled to appoint a proxy to vote on their behalf. A proxy shall be another member of the Society. In order for a proxy vote to count at a Committee meeting the document appointing the proxy must be received by the Secretary not less than forty eight hours before the meeting. In the event of an equal number of votes being cast for and against a resolution the Chair shall have a casting vote in addition to their own vote already cast as a member of the Committee. The voting choices by individual committee members on resolutions and motions considered at each committee meeting shall be recorded in the minutes of that meeting.
11. A resolution approved by every member of the Committee (either in writing or by email) shall be as effective as a resolution passed at a duly convened meeting of the Committee.
12. A member of the Committee who is present at a meeting of the Committee by such form of video link as the Committee shall authorise shall be treated for the purposes of voting and quorums as if he or she were present in person. A Committee member intending to be present by such link may nevertheless appoint a proxy for the meeting as a safeguard against loss of communication, provided that he or she shall not exercise more than one vote on any issue.
13. The Secretary shall take the minutes of all Committee meetings and shall submit an unapproved copy thereof to all Committee members as soon as possible after the meeting has taken place. The minutes shall be submitted to the next Committee meeting for approval.
G. Winding Up
1. The Society may decide to wind up its affairs by means of a resolution passed at an annual or special general meeting of which appropriate notice has been given. Upon the passing of such a resolution, the Trustees shall act as liquidators and may take any decisions necessary for the purposes of effecting such a winding up (including any powers formerly exercised by the Committee or a general meeting). After receiving any sums outstanding to and paying any sums owed by the Society, the Trustees shall transfer any remaining assets of the Society (including the investments within the custody of the Trustees) as directed by the general meeting's resolution. Such a resolution shall not permit the transfer of any funds other than to a charitable or other non-profit body having similar objectives to those of the Society or which seeks to promote literacy within the English Speaking World.
H. Constitution
1. This constitution replaces all previous constitutions or financial regulations.
2. This constitution may be amended by a simple majority of votes cast at any general meeting provided that notice of any proposed amendments has been given on the agenda sent out with the notice calling the meeting and has been put forward by not fewer than four members of the Society. Voting may only be taken on the changes as published in advance; any changes proposed at the general meeting shall be referred back for consideration at the next meeting.
I. General provisions
1. In this constitution any reference to notice in writing shall include any form of electronic transmission, which produces a written record in the hands of the recipient and shall include facsimile transmission provided that the member's or officer's signature is appended to the notice and e-mail transmission provided that the message is sent from an address identifiable as that of the member or officer.
2. In the constitution any reference to postal votes shall include voting instructions received by any form of electronic transmission which produces a written record in the hands of the recipient and shall include facsimile transmission provided that the member's signature is appended to the notice and e-mail transmission provided that the message is sent from an address identifiable as that of the member.
3. The Committee shall have the power to approve any additional means of transmission to be treated as written notice or postal vote at any time without the need to amend the constitution.
4. Wherever the constitution shall specify a date by which notice must be received the following shall apply:
a) Facsimile transmission, email and surface mail posted first class to addresses in the country in which it is posted shall be treated as received the next day after the day of transmission or posting.
b) Mail not covered above shall be treated as received 14 days after posting.
For largely historical reasons the Society is also known sometimes as 'The Simplified Spelling Society.' (This Footnote is for information only and does not form part of the Constitution.)
