Constitution
Constitution
of The Queen’s English Society
Registered Charity No. 272901
1 Name
The name of the Society is ‘The Queen's English Society’ hereinafter ‘the Society’.
2 Objectives
The Objectives of the Society are: to promote the maintenance, knowledge, understanding, development and appreciation of the English language as used in both speech and writing; to educate the public in its correct and elegant usage; and to discourage anything detrimental to clarity or euphony.
3 Membership
3.1 The Society operates the following categories of membership:
Standard membership: available to anyone willing to pay the standard subscription at the rate determined by the Society from time to time.
Concessionary membership: available to those aged 65 or more and to full-time students at a rate determined by the Society from time to time that is less than the full annual subscription.
Life membership: no longer now available to new members, this category comprises those who once paid a single subscription at a rate deemed to entitle them to membership for the rest of their lives.
Honorary membership: offered to people who give or have given the Society distinguished service of some kind.
3.2 Two members living at the same address may at their request be regarded as joint members and recorded as one joint member paying one subscription and having one vote in matters relating to the Society’s business.
3.3 Membership of the Society shall begin when the Society has received a completed application form and a subscription and has responded with an acceptance of the membership application. Application for membership may be declined by the Society without a reason being given.
3.4 Membership shall continue for so long as the member continues to pay the current subscription. The membership of someone who fails to pay the subscription on request will lapse one month after the member has received two reminders.
3.5 The Society shall have the power to rescind the membership of a member who acts in any way deemed by the Committee to be detrimental to the Society.
4 Management
4.1 The policies and general management of the Society's affairs shall be vested in a Committee, the elected members of which shall constitute the Board of Trustees of the Society for the purpose of its status as a charity.
4.2 The Committee shall consist of a Chairman, a Treasurer, a Secretary and up to nine other members, all of whom shall be members of the Society. The Committee shall be empowered to appoint, from among its elected members, the Chairman, the Treasurer, the Secretary, and any other positions that the Committee considers necessary. The Committee shall be empowered to co-opt members to serve in a non-voting capacity for such time as the Committee may decide.
4.3 Each elected member of the Committee shall have one vote, notwithstanding the holding by one member of more than one of the offices named in Article 4.2. One half of the number of voting members of the Committee (that number being reduced by one if the number is odd) shall constitute a quorum.
4.4 The Committee shall have the power to appoint a member of the Society as its President, with the responsibility of presenting the public face of the Society to the world at large. The appointment shall be for three years, or for longer at the Committee's discretion.
4.5 The Committee shall have the power to nominate members as Vice-Presidents in recognition of services previously given to the Society.
4.6 The President and Vice-Presidents may attend Committee meetings if they choose to do so.
4.7 The Committee has the power to offer Honorary Membership to those who give or have given the Society distinguished service of some kind.
4.8 The Committee has the power to invite prominent public figures to become Patrons of the Society, with no obligation to provide any service to the Society beyond allowing the display of their names on material published by the Society.
5 Elections
5.1 Election to the Committee shall be for a term of three years.
5.2 Elections shall be held at the Annual General Meeting (AGM) to re-elect those Committee members retiring after a three-year term who are willing to serve for another term, and to elect members who have declared their willingness to be elected for a first term.
5.3 Nominations for election must be received by the Secretary not less than seven days before the AGM. Nominations must be in writing, including a statement signed by the candidate expressing his or her willingness to stand for election, and the signature and name of a proposer and a seconder. The candidate, the proposer and the seconder must all be members of the Society.
5.4 In the event that there are more nominations than places available on the Committee, a vote shall be sought of those members attending the AGM.
6 Meetings
6.1 All meetings of the Society shall be chaired by the Chairman or, in the absence of the Chairman, by a member of the Committee delegated by the Chairman to undertake that office.
6.2 The AGM of the Society shall be held in each calendar year at such time and place as the Committee shall decide. The meeting may be convened at a particular location, or it may be conducted by entirely electronic means or by a combination of both means. Details shall be published in the issue of the Society’s journal that is distributed at least twenty-one days before the date of the AGM. Details of any resolution proposed for adoption shall be included on a ballot paper sent to all members with that same issue of the journal.
6.3 The Chairman of any meeting shall have a casting vote in the event of a tie.
6.4 The Committee may at any time call a Special General Meeting (SGM). The Secretary shall call an SGM within thirty days of receipt of a written request to do so, signed by at least ten members and giving reasons for the request.
6.5 When a valid call for an SGM has been made, the SGM shall be held within sixty days of the date of calling, with at least thirty days’ notice given to members. Such notice shall include the agenda and shall be transmitted to all members by email or by postal mail.
6.6 A resolution that is agreed at an AGM or SGM shall be binding on the Society unless the proposer and seconder of the resolution stipulate before the vote is taken that it be not binding.
6.7 Minutes of AGMs, of SGMs and of Committee meetings shall be taken, and shall be available to all members of the Society entitled to attend such meetings, whether or not they were members on the date of the meeting.
7 Voting Procedures
7.1 At all General Meetings of the Society, every member, and joint member as prescribed in Article 3.2, shall be entitled to one vote upon each resolution, subject to the provision of Article 6.3.
7.2 If at any General Meeting a resolution calling for the dissolution of the Society be passed by a majority of the members voting, a poll of all members shall be held not more than one month after. If such resolution be carried by three-quarters of those voting in the poll, the Committee shall thereupon proceed to realise the property and any assets held by or in the name of the Society. Any assets remaining after satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objectives similar to the objectives of the Society as the Committee, with the approval of the Charity Commission or other Authority having jurisdiction under the Charities Act 2011, may determine.
7.3 Any alteration to the Constitution, or repeal or amendment thereof, shall require the assent of not less than three-quarters of the members of the Society voting at a General Meeting, provided that notice of any such alteration shall have been received by the Secretary in writing not less than thirty clear days before the meeting at which the alteration is to be brought forward, and provided also that no amendment shall be made that would cause the Society to cease to be a charity at law.
7.4 Officers of the Society may be removed from office by resolution of a Special General Meeting, provided that the resolution is carried by a majority of three-quarters of the votes cast.
7.5 At all meetings of the Society, resolutions shall require a simple majority of those voting, subject only to the restrictions described in Articles 7.2, 7.3 and 7.4.
8 Finance
8.1 The financial year shall end on 31st March of each year or on such other date as the Committee may decide.
8.2 Members other than honorary or life members shall pay an annual subscription in accordance with Article 3.4, at a rate and on a date to be announced each year by the Treasurer.
8.3 The Treasurer may use discretion to accept an alternative scheme of subscription-payment, having regard to a member’s circumstances and provided that a record is kept of the alternative scheme.
8.4 A member of the Society who incurs expenses on the Society’s behalf shall be entitled to claim for the repayment of those expenses, provided that the expenditure has been authorised by the Committee or is within the limit of expenditure agreed from time to time by the Committee as appropriate to the office or function of that member, and provided that documentary evidence is provided to support the claim.
8.5 One or more bank accounts shall be operated in the name of the Society. The Committee shall authorise the Treasurer and up to four other members of the Committee to transact financial business on the Society’s behalf.
8.6 A statement of account, examined by an independent examiner, shall be offered by the Treasurer for adoption at the Annual General Meeting following the end of each financial year.
9 Property
Records shall be kept of all property owned by the Society, including details of each item, its value when purchased, where it is kept and who is responsible for it.
10 Declaration
The Society shall express no political or sectarian opinions nor shall it be connected with any political or sectarian body.
11 Interpretation
11.1 This Constitution shall be interpreted according to the laws of England and Wales.
11.2 Legal documents may be executed and legal process may be carried out on behalf of the Society in the name of the Chairman.
END
This new Constitution was adopted by Resolution at the Annual General Meeting of the Society on 26 September 2023.