Constitution of the Kent Archaeological Society

Date of constitution (last amended): May 2024

1. Name

The name of the Charitable Incorporated Organisation (the CIO) is the Kent Archaeological Society.

2. National location of principal office

The CIO must have a principal office in England or Wales. The principal office of the CIO is in England.

3. Objects

The objects of the CIO are:

• 3.1 To advance the education of the public in the subject of the Ancient County of Kent by:
  • 3.1.1 Undertaking, promotion, and publication of archaeological investigations and documentary historical research;
  • 3.1.2 Encouraging a wider awareness of the richness of the history of the Ancient County of Kent among members of the general public and facilitating wherever possible their involvement in its study.
• 3.2 To further such other exclusively charitable purposes for the public benefit according to the law of England and Wales as the Board of Trustees shall in its absolute discretion decide.

4. Powers

The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO's powers include:

• 4.1 Provide and operate a museum;
• 4.2 Establish, preserve, and facilitate the public use of an archive of archaeological artefacts, historical books, documents, photographs, paintings, or other muniments;
• 4.3 Borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed, complying as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
• 4.4 Buy, take on lease or in exchange, hire, or otherwise acquire any property and maintain and equip it for use;
• 4.5 Sell, lease, or otherwise dispose of all or any part of the property belonging to the CIO, complying as appropriate with sections 117 and 119-123 of the Charities Act 2011;
• 4.6 Employ and remunerate such staff as are necessary for carrying out the work of the CIO, ensuring compliance with the conditions in clause 6;
• 4.7 Deposit or invest funds, employ a professional fund-manager, and arrange for investments or other property of the CIO to be held in the name of a nominee, under the same conditions as the trustees of a trust are permitted by the Trustee Act 2000.

5. Application of income and property

5.1 The income and property of the CIO must be applied solely towards the promotion of the objects.

• 5.1.1 A charity trustee is entitled to be reimbursed from the property of the CIO for reasonable expenses properly incurred when acting on behalf of the CIO.
• 5.1.2 A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO's expense, subject to the conditions in section 189 of the Charities Act 2011.

5.2 None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee from receiving:

• 5.2.1 A benefit from the CIO as a beneficiary of the CIO;
• 5.2.2 Reasonable and proper remuneration for any goods or services supplied to the CIO.

5.3 Nothing in this clause shall prevent a charity trustee or connected person from receiving any benefit or payment which is authorized by clause 6.

5.4 None of the archaeological artefacts, historical books, documents, photographs, paintings, or other muniments owned by the CIO may be sold or otherwise disposed of without a resolution passed by the members at a general meeting.

6. Benefits and payments to charity trustees and connected persons

6.1 General provisions:

• 6.1.1 No charity trustee or connected person may:
  • (a) Buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
  • (b) Sell goods, services, or any interest in land to the CIO;
  • (c) Receive any remuneration or any other financial benefit from the CIO, unless the payment or benefit is permitted by clause 6.2 or authorized by the court, or prior written consent of the Charity Commission has been obtained.
• 6.1.2 No charity trustee or connected person may be employed by the CIO.

6.2 Scope and powers permitting trustees’ or connected persons’ benefits:

• 6.2.1 A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO, provided that a majority of the trustees do not benefit in this way.
• 6.2.2 A charity trustee or connected person may enter into a contract for the supply of goods or services to the CIO where that is permitted under the Charities Act 2011.
• 6.2.3 A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable rate not exceeding the Bank of England base rate.
• 6.2.4 A charity trustee or connected person may receive rent for premises let to the CIO, under reasonable terms. The trustee must withdraw from any meeting discussing such a proposal.
• 6.2.5 A charity trustee or connected person may participate in normal trading and fundraising activities of the CIO on the same terms as the public.

7. Conflicts of interest and conflicts of loyalty

• 7.1 A charity trustee must:
  • 7.1.1 Declare the nature and extent of any interest in a proposed transaction or arrangement with the CIO;
  • 7.1.2 Absent themselves from discussions in which a conflict of interest arises between their duties to the CIO and any personal interest.
• 7.2 Any charity trustee absenting themselves in accordance with sub-clause 7.1 must not vote on the matter.

8. Liability of members to contribute to the assets of the CIO if it is wound up

8.1 If the CIO is wound up, each member is liable to contribute up to £1.00 for payment of the debts and liabilities contracted before ceasing to be a member.

8.2 Liability extends to anyone who was a member within 12 months before the winding up commenced.

8.3 Members have no personal responsibility for the CIO's debts beyond this liability.

9. Membership of the CIO

9.1 Admission of new members:

• 9.1.1 Membership is open to anyone interested in furthering the CIO's purposes.
• 9.1.2 The CIO does not discriminate based on gender, race, ethnicity, national origin, religion, political affiliation, sexual orientation, or gender identity.

9.2 Membership cannot be transferred.

9.3 Duty of members: Members must exercise their powers in good faith to further the CIO's purposes.

9.4 Termination of membership occurs if a member dies, resigns, or is removed by the Board of Trustees under certain conditions.

10. Members' decisions

10.1 General provisions:

• 10.1.1 Except for those decisions that must be taken in a particular way as indicated in sub-clause 10.4, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in sub-clause 10.2 or by written resolution as provided in sub-clause 10.3.
• 10.1.2 Members who have paid their membership fee will be entitled to vote at a general meeting (including casting their vote by post, email, or by proxy).

10.2 Taking ordinary decisions by vote:

Subject to sub-clause 10.4, any decision of the members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting (including votes cast by postal or email ballot, and proxy votes).

10.3 Taking ordinary decisions by written resolution without a general meeting:

• 10.3.1 Subject to sub-clause 10.4, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:
  • (a) A copy of the proposed resolution has been sent to all the members eligible to vote; and
  • (b) A simple majority of members has signified its agreement to the resolution in a document or documents received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member's agreement must be authenticated by their signature or other specified manner.
• 10.3.2 The resolution in writing may comprise several copies to which one or more members have signified their agreement.
• 10.3.3 Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated.

10.4 Decisions that must be taken in a particular way:

• 10.4.1 Any decision to remove a charity trustee must be taken in accordance with sub-clause 15.2.
• 10.4.2 Any decision to amend this constitution must be taken in accordance with clause 29 (Amendment of Constitution).
• 10.4.3 Any decision to wind up or dissolve the CIO must be taken in accordance with clause 30 (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.

11. General meetings of members

11.1 Types of general meeting:

• 11.1.1 There must be an annual general meeting (AGM) of the members of the CIO. The first AGM must be held on the third Saturday in May. Whenever practicable subsequent AGMs should be held on the third Saturday in May each year in Maidstone or at such other time and place as the Board of Trustees determines.
• 11.1.2 Other general meetings of the members of the CIO may be held at any time.

11.2 Calling general meetings:

• 11.2.1 The Board of Trustees must call the annual general meeting of the members of the CIO in accordance with sub-clause 11.1 and identify it as such in the notice of the meeting.
• 11.2.2 The Board of Trustees may call any other general meeting of the members at any time.
• 11.2.3 The Board of Trustees must, within 56 days, call a general meeting if they receive a request from at least 50 members of the CIO.

11.3 Notice of general meetings:

• 11.3.1 The Board of Trustees, or the relevant members of the CIO, must give at least 28 clear days' notice of any general meeting to all of the members.
• 11.3.2 The notice must state the time and date of the meeting, the address where the meeting is to take place, and any resolutions to be moved at the meeting.

11.4 Chairing of general meetings:

The Chair will preside as chair of the general meeting if present and willing to act. Otherwise, the members present shall elect a chair for the meeting.

11.5 Quorum at general meetings:

• 11.5.1 No business may be transacted at any general meeting of the members of the CIO unless a quorum is present. The quorum for general meetings shall be 30 members.
• 11.5.2 If a quorum is not present within 15 minutes of the specified start time, the meeting is closed.

11.6 Participation in general meetings by electronic means:

General meetings may be held by electronic means agreed by the Board of Trustees, allowing all participants to communicate with each other.

11.7 Hybrid meetings:

A Hybrid Meeting is a general meeting where arrangements enable attendance either by physical presence at a specified location or remotely.

12. Charity trustees

12.1 Functions and duties of charity trustees:

• 12.1.1 The Board of Trustees shall manage the affairs of the CIO and exercise all its powers. It is the duty of each trustee to act in good faith and further the purposes of the CIO.
• 12.1.2 Trustees must exercise reasonable care and skill in their role.

12.2 Eligibility for trusteeship:

• 12.2.1 Every trustee must be a natural person and a member of the CIO.
• 12.2.2 Trustees must be at least 16 years old, and at least one trustee must be over 18 years old.

12.3 Number of charity trustees:

• 12.3.1 There must be no fewer than nine and no more than twelve charity trustees.

13. Appointment of charity trustees

13.1 At every annual general meeting, one-quarter of the charity trustees shall retire from office. If the number is not four or a multiple of four, the nearest number to one-quarter shall retire.

13.2 The charity trustees to retire by rotation are those who have been longest in office since their last appointment or reappointment.

13.3 The vacancies may be filled by decision of the members at the AGM. Any vacancies not filled at the AGM may be filled by the Board of Trustees.

14. The Chair

14.1 The Chair shall be appointed by the Board of Trustees for a maximum of four years, after which they must retire.

14.2 The Chair may be reappointed after retirement.

15. Information for new charity trustees

The Board of Trustees will provide each new trustee with a copy of the constitution and the latest annual report and statement of accounts.

16. Retirement and removal of charity trustees

16.1 A charity trustee ceases to hold office if they resign, die, or are removed by the members in accordance with sub-clause 16.2.

17. Reappointment of charity trustees

Trustees who retire are eligible for reappointment unless they have served two consecutive terms, in which case they must wait at least eight years before being eligible for reappointment.

18. Taking of decisions by the Board of Trustees

Any decision may be taken either:

• 18.1 At a meeting of the Board of Trustees; or
• 18.2 By resolution in writing or electronic form agreed by a majority of all the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more charity trustees has signified their agreement. Such a resolution shall be effective provided that:
  • (a) A copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and
  • (b) The majority of all of the charity trustees has signified agreement to the resolution in a document or documents authenticated by their signature or in such other manner as the trustees have previously resolved, delivered to the CIO at its principal office or such other place as the trustees may resolve within 28 days of the circulation date.

19. Delegation by charity trustees

19.1 The Board of Trustees may delegate any of its powers or functions to a committee or committees, and, if it does, it must determine the terms and conditions on which the delegation is made. The Board of Trustees may at any time alter those terms and conditions, or revoke the delegation.

19.2 This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:

• 19.2.1 A committee may consist of two or more persons;
• 19.2.2 A committee member must declare the nature and extent of any interest, direct or indirect, which they have in a proposed transaction or arrangement with the CIO which the relevant committee is considering, and absent themselves from any discussions in which a conflict of interest may arise;
• 19.2.3 The acts and proceedings of any committee must be brought to the attention of the Board of Trustees by the production of minutes to the Board of Trustees no later than 28 days following the date of the relevant committee meeting; and
• 19.2.4 The Board of Trustees shall from time to time review the arrangements for the delegation of their powers.

20. Meetings and proceedings of the Board of Trustees

20.1 Calling meetings:

• 20.1.1 Any charity trustee may call a meeting of the Board of Trustees.
• 20.1.2 The Board of Trustees shall decide how its meetings are to be called and what notice is required.

20.2 Chairing of meetings:

The Chair will chair the meetings of the Board of Trustees. If the Chair is unwilling to preside or is not present within 10 minutes after the meeting's start time, the charity trustees present may appoint one of their number to chair that meeting.

20.3 Procedure at meetings:

• 20.3.1 No decision shall be taken at a meeting unless a quorum is present when the decision is made. The quorum is seven charity trustees.
• 20.3.2 Questions arising at a meeting shall be decided by a majority of those eligible to vote.
• 20.3.3 In the case of an equality of votes, the chair shall have a second or casting vote.

20.4 Participation in meetings by electronic means:

• 20.4.1 A meeting may be held by suitable electronic means agreed by the Board of Trustees in which each participant may communicate with all the other participants.
• 20.4.2 Any charity trustee participating in a meeting by suitable electronic means shall qualify as being present at the meeting.
• 20.4.3 Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

21. Saving provisions

21.1 Subject to sub-clause 21.2, all decisions of the Board of Trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:

• 21.1.1 Who was disqualified from holding office;
• 21.1.2 Who had previously retired or who had been obliged by the constitution to vacate office;
• 21.1.3 Who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise.

If, without the vote of that charity trustee and that trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

21.2 Sub-clause 21.1 does not permit a charity trustee to keep any benefit conferred by a resolution of the Board of Trustees if, but for sub-clause 21.1, the resolution would have been void or if the charity trustee has not complied with clause 7 (Conflicts of interest).

22. Execution of documents

• 22.1 The CIO shall execute documents either by signature or by affixing its seal (if it has one).
• 22.2 A document is validly executed by signature if it is signed by at least two of the charity trustees.
• 22.3 If the CIO has a seal:
  • 22.3.1 It must comply with the provisions of the General Regulations; and
  • 22.3.2 It must only be used by the authority of the Board of Trustees or of a committee duly authorized by the Board of Trustees. The Board of Trustees may determine who shall sign any document to which the seal is affixed and, unless otherwise determined, it shall be signed by two charity trustees.

23. Electronic communications and information systems

23.1 General:

• 23.1.1 The CIO will comply with the requirements of the Communications Provisions in the General Regulations and, in particular, the requirement to provide a hard copy of any document sent to a member otherwise than in hard copy form upon request.

23.2 Use of electronic communications:

• 23.2.1 To the CIO:
  • Any member or charity trustee may communicate electronically with the CIO to an address specified by the CIO for this purpose, as long as the communication is authenticated satisfactorily.
• 23.2.2 By the CIO:
  • (a) Any member or charity trustee, by providing an email address, is taken to have agreed to receive communications from the CIO electronically, unless otherwise indicated.

24. Keeping of registers

The CIO must comply with its obligations under the General Regulations regarding the keeping and provision of access to registers of its members and charity trustees.

25. Minutes

The Board of Trustees must keep minutes of all proceedings at general meetings of the CIO, meetings of the Board of Trustees, and committees of charity trustees, including the names of those present and decisions made.

26. Accounting records, accounts, annual reports, and returns

26.1 The Board of Trustees must comply with the requirements of the Charities Act 2011 regarding the keeping of accounting records, the preparation and scrutiny of statements of accounts, and the preparation of annual reports and returns.

26.2 The Board of Trustees must inform the Commission within 28 days of any change in the CIO's particulars on the Central Register of Charities.

27. Rules

The Board of Trustees may make rules or bye-laws for the proper conduct and management of the CIO, provided they are not inconsistent with the constitution.

28. Disputes

If a dispute arises between members regarding the validity or propriety of anything done under the constitution, the parties must try to settle the dispute by mediation before resorting to litigation.

29. Amendment of constitution

As provided by clauses 224-227 of the Charities Act 2011:

• 29.1 The constitution can only be amended:
  • 29.1.1 By resolution agreed in writing by all members of the CIO; or
  • 29.1.2 By a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO.
• 29.2 Any alteration of clause 3 (Objects), clause 30 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
• 29.3 No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
• 29.4 A copy of any resolution altering the constitution, together with a copy of the CIO's constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed.

30. Voluntary winding up or dissolution

30.1 As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:

• 30.1.1 At a general meeting of the members of the CIO called in accordance with clause 11 (General meetings of members), of which not less than 14 days' notice has been given to those eligible to attend and vote:
  • (a) By a resolution passed by a 75% majority of those voting, or
  • (b) By a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting.
• 30.1.2 By a resolution agreed in writing by all members of the CIO.

30.2 Subject to the payment of all the CIO's debts:

• 30.2.1 Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.
• 30.2.2 If the resolution does not contain such a provision, the Board of Trustees must decide how any remaining assets of the CIO shall be applied.
• 30.2.3 In either case, the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.

30.3 The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:

• 30.3.1 The Board of Trustees must send with its application to the Commission:
  • (a) A copy of the resolution passed by the members of the CIO;
  • (b) A declaration by the Board of Trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and
  • (c) A statement by the Board of Trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution.
• 30.3.2 The Board of Trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.

30.4 If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

31. Interpretation

In this constitution:

• The "Ancient County of Kent" shall mean the county of Kent at its largest geographical size before 1888.
• The "Board of Trustees" means the charity trustees.
• The "Chair" means the individual appointed as chair by the Board of Trustees under clause 14.
• "Charity trustee" means a charity trustee of the CIO.
• "Connected person" means:
  • 31.1 A child, parent, grandchild, grandparent, brother, or sister of the charity trustee;
  • 31.2 The spouse or civil partner of the charity trustee or of any person falling within sub-clause 31.1 above;
  • 31.3 A person carrying on business in partnership with the charity trustee or with any person falling within sub-clause 31.1 or 31.2 above;
  • 31.4 An institution which is controlled:
    • 31.4.1 By the charity trustee or any connected person falling within sub-clause 31.1, 31.2, or 31.3 above; or
    • 31.4.2 By two or more persons falling within sub-clause 31.4.1, when taken together;
  • 31.5 A body corporate in which:
    • 31.5.1 The charity trustee or any connected person falling within sub-clause 31.1 to 31.3 has a substantial interest; or
    • 31.5.2 Two or more persons falling within sub-clause 31.5.1 who, when taken together, have a substantial interest.

Section 118 of the Charities Act 2011 applies for interpreting the terms used in this constitution.

References to a "committee" include a research group and any other group to which the Board of Trustees delegates any of its powers or functions.

The "Communications Provisions" means the Communications Provisions in Part 9, Chapter 4 of the General Regulations.

"Dissolution Regulations" means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

"General Regulations" means the Charitable Incorporated Organisations (General) Regulations 2012.

"Hybrid Meeting" has the meaning given to that term in sub-clause 11.7.1.

A "poll" means a counted vote or ballot, usually (but not necessarily) in writing.

"Remote Attendance" means remote attendance at a general meeting by such means as are approved by the Board of Trustees in accordance with sub-clause 11.7.2.