Rules of the Kent Archaeological Society

RULES OF THE KENT ARCHAEOLOGICAL SOCIETY Notes (not part of the Rules): The rules were adopted by the annual general meeting on 21 May 1983. They were amended by the annual general meeting on 19 May 1984, 18 May 1985, 15 May 1999, I July 2000, 23 June 2001 and 18 May 2002. NAME, OBJECT AND STRUCTURE OF THE SOCIETY 1. The Society shall be called the 'Kent Archaeological Society'. 2. Its object shall be to promote the study and publication of archaeology and history in all their branches, especially within the ancient county of Kent. 3. It shall consist of Individual Members (a term which includes Patrons, Life and Honorary Members) and Affiliated Societies. INDIVIDUAL MEMBERS 4. Election required To become a member the applicant must be admitted to membership by, or in accordance with procedures determined by, the Council. 5. Subscription to be paid A member shall pay such an annual subscription as may have been determined at an annual general meeting. The first subscription is due on election and subsequent subscriptions in advance on 1 st January in each calendar year. Further rules about subscriptions are contained in Appendix I. 6. Removal of Names of Members (a) The Council may remove from the list of members the name of any member whose subscription is one year in arrears and shall so remove the name of a member whose subscription is two years in arrears. (b) Names so removed may be reinstated by the Council on good cause being shown and on payment of all arrears. (c) If the conduct of any member shall be brought or come to the knowledge of the Council as having been injurious to the interests and welfare of the Society, the Council shall consider the same and may at its discretion bring the question of the removal of such member before the Society at a general meeting and if upon the question being put to the vote the removal of such member be carried he shall be removed accordingly, provided that: 433 RULES OF THE KENT ARCHAEOLOGICAL SOCIETY (i) No action shall be taken (except for non-payment of subscription under (a) of this rule) unless and until the member concerned has been informed in writing by recorded delivery to his last known address of the nature of the complaint and has had the opportunity of submitting his case either in writing or in person to a meeting of the Council, and for this purpose he shall be entitled to receive not less than four weeks' notice of such meeting. (ii) No ballot for the removal of a member shall take place unless notice thereof shall have appeared in the notice convening the general meeting at which such a ballot is to be held. (iii) Every removal shall require a majority of two-thirds of the members present and voting. 7. The Rights of Individual Members include the following: (a) To be notified of their election, to receive notice of any general meeting and to be sent any papers to be circulated to members by direction of the Council or of a general meeting. (b) To be present and vote at general meetings, to take part in ballots for the election of Officers and of the Council and to nominate candidates for election to these offices in accordance with the procedures in these rules. (c) To submit resolutions for discussion at a general meeting and to requisition a Special general meeting in accordance with the procedure in these rules. (d) To attend excursions or other special meetings. (e) To receive a copy of each volume of Archaeologia Cantiana or other volumes issued free to members published after their election. 8. Patrons The Society in general meeting may elect as a Patron of the Society any person of distinction associated with the county of Kent who is or becomes a member of the Society. Any five members of the Society may nominate such a person for election as a Patron, provided that the nomination reaches the Honorary General Secretary on or before the first day of March, and is accompanied by the written consent of the person so nominated. 9. Honorary Members The Council or the Society in general meeting may elect a person to be an Honorary Member because he has signally promoted the interests of the Society or is likely to do so. Honorary Members have all the rights and obligations of Individual Members but pay no subscription. AFFILIATED SOCIETIES 10. Any local association, society, club or institution carrying on in the ancient county of Kent work of which the main objects are similar to the objects of the Society, shall be affiliated to this Society if and as soon as the Council of this Society and the governing body of the local society shall have passed resolutions in favour of affiliation and the current subscription, i.e. that determined at an annual general meeting, shall have 434 RULES OFTHE KENT ARCHAEOLOGICA L SOCIETY been paid. Such a society, but not its individual members, shall by affiliation become a member of this Society, and may vote at general meetings through one of its members, who must also be a member of this Society, nominated by the Affiliated Society for that purpose. Further rules affecting Affiliated Societies are contained in Appendix II. INSTITUTIONA L SUBS CRIBERS 11. Institutional Subscribers are those who because of their interest in archaeology or history are accepted by the Council as subscribers. They shall pay such annual subscription as may be determined at an annual general meeting and receive a copy of each volume of Archaeologia Cantiana published while their annual subscription is paid. They shall have no voting rights. GENERAL AND OTHER MEETINGS 12. Annual general meeting (a) The annual general meeting of the Society shall be held at Maidstone on the third Saturday in May, or at such other place or date as the Council shall determine. (b) At this meeting the Council shall present its Annual Report and the Accounts for the past year, ended 31 December and the Officers, the auditors for the current year, and members of Council shall be elected. The Annual Report shall list any items of expenditure incurred or to which the Society has committed itself during the past year which exceed such a sum as may have been determined at a previous annual general meeting. (c) An agenda paper, which shall specify the names of the retiring members of the Council (distinguishing between members eligible and offering themselves for re-election and other retiring members) and recording attendance at Council meetings, shall be sent with the report and accounts to all members not less than twenty-one days before the annual general meeting. 13. Special General Meetings (a) A special general meeting shall be summoned within eight weeks by the Honorary General Secretary at such place within the County as the Council or President may determine on the requisition in writing of either (1) the President and Honorary General Secretary or (2) the Council or (3) of twenty Individual Members. (b) Such requisition shall state the resolution to be brought before the meeting and only the resolution so stated shall be there dealt with. (c) A special general meeting cannot be requisitioned to discuss or decide any matter already decided by a general meeting until twelve months have elapsed since the date of that decision. 435 RULES OF THE KENT ARCHAEOLOGICAL SOCIETY (d) The text of all resolutions shall be circulated to all members not less than twenty-one days before the special general meeting. 14. Resolutions at General Meetings (a) Resolutions may be tabled for the annual general meeting either by the Council or by an Individual Member supported by not fewer than five such members. The text of resolutions for the annual general meeting must reach the Honorary General Secretary by the first day of March. The text of all resolutions shall be circulated to all members with the agenda paper. (b) The resolutions of the majority of members present and voting at annual or special general meetings of the Society, except as provided in Rules 4, 6 (c), 37 and 38, shall be binding on the Society and the Council. 15. Voting at Meetings A poll shall be taken in two steps; Individual Members will vote first and Affiliated Societies subsequently: the total will determine the result. Individual Members vote by a show of hands and Affiliated Societies through the display by an Individual Member of its official voting card, one having been issued to each society. A Member may vote for only one Affiliated Society. 16. Procedure at Meetings (a) The President shall, unless his absence is unavoidable, be the chairman of all general meetings and meetings of the Council. If he is not present, the members present shall appoint as chairman a member of the Council. (b) The decision of the chairman of any meeting upon the result of a vote, the conduct of business and the interpretation of these rules shall be final. The chairman may appoint tellers to assist him in deciding the result of a vote. (c) If there is an equality of votes, the chairman shall have a casting vote. (d) If by an accidental omission prior notice of a meeting is not given to or received by a member, it shall not invalidate the conduct of business at that meeting. (e) A general meeting shall not be opened until twenty five members are present. (f) An annual general meeting may make (or amend or revoke) standing orders for regulating the procedure at general meetings and meetings of the Council and the committees of either. OFFICERS AND THEIR DUTIES 17. The Officers of the Society shall comprise the President, up to four Vice-Presidents, the Honorary General Secretary, the Honorary Treasurer, the Honorary Editor, the Honorary Librarian, the Honorary Curator, the Honorary Membership Secretary, the Honorary Excursions Secretary. No Officer may hold any other office except that of Vice-President. All Officers will abide by these rules and endeavour at all times to promote the objects of the Society. 436 RULES OFI'HE KENT ARCHAEOLOGICAL SOCIETY 18. The President The President shall be responsible, in consultation with the Council, for initiating new policies and may not hold office for more than seven consecutive years. 19. Vice-Presidents A Vice-President is a person who has rendered distinguished service to the Society. The number of Vice-Presidents shall not exceed four. After election a Vice-President shall hold office for seven years. He shall then retire but shall be eligible for re-election. Thus elections for VicePresident will only take place when vacancies occur. 20. (a) The Honorary General Secretary shall be the chief executive officer of the Society and shall exercise a general supervision over its affairs. He shall have discretion to make decisions in emergencies in consultation as far as may be possible with the other Officers and members of Council. He shall keep a record of the proceedings of the Society. He shall be an ex-officio member of all committees. (b) The Honorary Treasurer shall keep an account of all receipts and payments of the Society and after 31 December in each year he shall prepare the accounts including a balance sheet for the past year. He shall lay a short statement of income and expenditure before each quarterly meeting of the Council. After the accounts have been approved by the auditors, the Honorary Treasurer shall lay them before the next meeting of Council, accompanied by a statement of all subscriptions and other sums due to the Society and in arrears, and of all monies due from the Society. The Council may at any time if it think it desirable, employ and pay an accountant qualified under section 161 of the Companies Act 1981 to assist the Honorary Treasurer in making up such accounts. (c) The Honorary Editor shall be responsible for the publication of Archaeologia Cantiana and such other volumes as are approved from time to time by the Council. He shall take care that the standard of these volumes is consistent with the Society's position and importance. (d) The Honorary Librarian shall be responsible for the organisation of the library and the muniments. (e) The Honorary Curator's duties in respect of the Society's collections shall be such as from time to time are delegated to him by Council. (f) The Honorary Membership Secretary shall be responsible for all matters concerning the membership of the Society, including the collection of subscriptions and the organisation and conduct of balloting. (g) The Honorary Excursions Secretary shall be responsible for all excursion meetings of the Society. 21. Nomination and Election of Officers by the Council and Individual Members Before each annual general meeting, the Council shall nominate the members whom it recommends to serve as Officers until the end of the declaration of the result of the election of the officers at the next following annual general meeting. Any five members may nominate another member as a candidate for election as an Officer by giving notice to the 437 RULES OF THE KENT ARCHAEOLOGICAL SOCIETY Honorary General Secretary by the first day of March accompanied by the written consent of the person so nominated and in the case ·of nomination of a Vice-President nominations shall be accompanied by a citation describing the distinguished service of the nominee and the name proposed shall be placed on the ballot paper which with the citation will be circulated with the agenda of the annual general meeting. Each Officer except Vice-Presidents shall be elected at the annual general meeting in accordance with Rule 25 and shall hold office for one year, but shall be eligible for re-election. 22. Co-option If an Officer ceases to hold office for any reason the Council may co-opt another member in his place until the next annual general meeting when that member will retire but shall be eligible for re-election. THE COUNCIL 23. Composition of Council The Council shall consist of the Officers, and sixteen members elected from the Individual Members of the Society, except instead of sixteen elected members it may have up to 22 until the annual general meeting in 2002, 20 until the annual general meeting in 2003 and up to 18 until the annual general meeting in 2004. 24. Nominations for the Council by Individual Members Any five members may nominate another member for election to the Council by giving written notice to the Honorary General Secretary by the first day of March, together with the written consent of the person so nominated, and the name proposed shall be placed on the ballot paper circulated with the agenda of the annual general meeting. 25. Election of Officers and Members of the Council to be by Ballot (a) All the Officers and sufficient members of the Council to fill the four vacancies under Rule 26 together with any casual vacancies that may have occurred shall be elected by the system of balloting approved from time to time by a general meeting. (b) Elections by ballot shall be decided by a majority of valid votes cast. In the event of a tie the chairman of the annual general meeting shall have a casting vote. (c) When the number of candidates for any position is equal to the places available the chairman of the annual general meeting shall declare those candidates to have been elected at that meeting. 26. Retirement of Members of the Council and Election of Successors (a) Each member of the Council (other than Officers) shall be elected for a term which ends on the date of the fourth annual general meeting after election, except one filling a casual vacancy who shall be elected for the remainder of the term of the member he or she replaces. (b) When there are casual vacancies on the Council to be filled and a ballot is held, the casual vacancies shall be filled by the elected candidates receiving the lowest number of votes, those vacancies with 438 RULES OFfHE KENT ARCHAEOLOGICAL SOCIETY the shortest unexpired terms being filled by the candidates who received the least votes; but where no ballot is held the candidates who fill the casual vacancies shall be chosen by drawing lots or by another method approved by the Council or an annual general meeting. (c) A retiring member of the Council shall be eligible for re-election unless: (i) he or she has attended less than one-quarter of the meetings of the Council held during his or her last term of office, unless the Council shall resolve in any individual case that there was reasonable cause for non-attendance; or (ii) except for an Officer, he or she has served three consecutive terms excluding any to which he or she was elected as a result of a casual .vacancy and any starting before the 19 May 2001. 27. Functions and Limitations on the Powers of the Council The affairs of the Society shall be managed and executed by the Council provided always that any action taken by it must be consistent with any decisions reserved for a general meeting or reached after being proposed, considered and resolved at a general meeting. The Council shall in particular refer to a general meeting any proposition involving disposal of all or part of the collections of the Society but may without reference to a general meeting sanction the loan of any items of the collections. 28. All acts performed in good faith by a member of the Council shall, notwithstanding that it is discovered afterwards there was some defect in his appointment or in the proceedings of the meeting appointing him, be as valid as if the same had not been defective. 29. No member of the Council shall receive any benefit unavailable to members, either directly or indirectly, from the income or assets of the Society, except by way of remuneration for services rendered to the Society in accordance with a resolution of the Council provided that the member concerned shall not be entitled to vote on the matter. 30. Council Meetings (a) The Council shall meet quarterly during the year, and more often if expedient. The venue shall be at the discretion of the Council but Canterbury, Rochester and Maidstone shall be considered. (b) Seven members and two Officers shall form a quorum. MISCELLANEOUS RULES 31. Committees (a) A general meeting or the Council may appoint standing, or ad hoe, committees, define their terms of reference, constitution (including powers of co-option), term of office and frequency of reports. Membership shall not be confined to members of Council. When established, a committee shall elect its own officers. A quorum of a committee shall be the greater of three or one half of its appointed members. (b) The Council also has power to form joint committees with kindred bodies. 439 RULES OF THE KENT ARCHAEOLOGICAL SOCIETY (c) No member of a committee (other than an ex officio member) may serve on that committee for more than ten consecutive years but this provision does not apply to any period before the 19th May 200 I. 32. Local Secretaries The Council may appoint any member of the Society to be Honorary Local Secretary for any particular town or district in Kent. Such appointment shall be for a period of three years, but the Council may extend or cancel such appointments at any time. The duties of Local Secretaries are: (i) To stimulate interest in the work of the Society. (ii) To report local discoveries. (iii) To liaise with kindred local societies in their area. 33. Branches The Council may authorise the formation of separate Branches of the Society within the scope of the Society's objects. Branches shall be either (i) in suitable geographical areas, or (ii) to promote a particular study or research. Branches may organise their own activities provided that all their meetings shall be open to any member of the Society. Their rules must be consistent with these Rules. 34. Payments All payments shall be authorised by the signature of the Honorary Treasurer, or if he is absent or unable to act, by those of the President and the Honorary General Secretary. All payments of £500 or more shall be authorised by the signatures of two of these three Officers. 35. Trustees (a) The Council may appoint individual or corporate trustees (or both) to hold any of its property which may be vested in them to be dealt with as the Council from time to time directs by resolution and an entry in its minutes is conclusive evidence of a resolution. (b) The trustees hold office until death or resignation or until removed from office by a resolution of the Council. (c) The Council may by resolution nominate new or additional trustees. (d) The President (or in his absence a Vice-President appointed by the Council) is nominated as the person to appoint new trustees of the Society within the meaning of the Trustee Act 1925 section 36 and must by deed appoint the person or persons nominated by the Council as the new trustee or trustees of the Society and the provisions of the Trustee Act 1925 apply to any appointment. (e) Any statement of fact in a deed of appointment of trustees, in favour of a person dealing bonafide for value with the Society, is conclusive evidence of the fact so stated. (f) The trustees may be indemnified against risk and expense out of the Society's property. 36. Controversial Topics The Society shall avoid all topics of religious or political controversy. 37. Alteration of Rules (a) No alteration in these rules shall be made except at the annual general 440 RULES OFfHE KENT ARCHAEOLOGICAL SOCIETY meeting and then only by a majority of two-thirds of the members present and voting. (b) No proposed alteration, other than one initiated by the Council, shall be considered unless notice thereof shall have been given in writing to the Honorary General Secretary on or before 31 December preceding the annual general meeting. (c) Any proposed alteration shall be set out in the agenda paper for the annual general meeting or in an accompanying notice. 38. Winding-up If at a special general meeting it be decided by a majority of two-thirds of the members present and voting to wind up the affairs of the Society the Honorary Treasurer shall realise so much of the assets as may be necessary to discharge the liabilities of the Society and shall give the assets remaining to one or more charitable societies having objects similar to those of this Society or to one or more charitable institutions as the Council may direct. In no circumstances whatever shall any of the assets of the Society at any time be given or refunded to any member except by way of reimbursement of expenses or as remuneration for services rendered to the Society. Appendix I 39. Subscriptions (a) Two adults living in the same household who become or are members and who jointly receive one copy of Archaeologia Cantiana may pay such joint annual subscription as may be determined at an annual general meeting. (b) In lieu of annual subscription a life member elected on or after I January 1952, or an Individual Member becoming a Life Member under section (c) of this rule, shall pay by reference to age a composition equal to the cost of an immediate life annuity equal to the current annual subscription under the Finance Act 1962. (c) An Individual Member, not being in arrears with his annual subscription, may become a Life Member at any time on payment of a composition determined in the manner set out in paragraph (b) of this rule. (d) An applicant under the age of 21 years may be accepted at such reduced subscription as may be determined at an annual general meeting up to and including the year in which he attains that age but such an applicant may only be accepted as a Junior Member if the Council are satisfied that this concession is justified in view of his interest in the objects of the Society. (e) No further subscription shall be payable by an Individual Member who has paid fifty annual subscriptions. (f) A member may (on application to the Honorary Membership Secretary) pay a reduced annual subscription (determined at an annual general meeting) if the member is over 65 years of age and either (i) has been a member for the previous five years or more and the application is made on or before 31 December 1999 or (ii) has been the 441 RULES OF THE KENT ARCHAEOLOGICAL SOCIETY member for the previous ten years or more and the application is made after 31 December 1999. 40. Method of Payment First subscriptions and other donations and payments shall be paid to the Honorary General Secretary. All other subscriptions shall be paid to the Honorary Membership Secretary. 41. Unpaid Subscriptions (a) The Honorary Membership Secretary shall make an application to members for annual subscriptions not paid by 1 March. (b) The rights of membership may be withheld from any member whose annual subscription is more than three months overdue. 42. Members in Arrears and Archaeologia Cantiana No member shall be entitled to receive Archaeologia Cantiana or any other publication of the Society for any year until his subscription for that year has been paid. 43. Investment of Life Compositions (a) Life compositions shall be invested in trustee securities and, together with the income derived therefrom, shall constitute the Life Composition Fund. (b) The Council may each year transfer from the Life Composition Fund to the general fund for each life member a sum not exceeding the current annual subscription. Appendix II 44. Duties and Privileges of an Affiliated Society An Affiliated Society shall make available without charge to this Society one copy of each of its current publications and shall receive in return one copy of the current issue of Archaeologia Cantiana and other publications-··. of the Society which are issued free to members. 45. Proceedings and Papers of Affiliated Societies The Honorary Editor of this Society may at his discretion and with the consent of the copyright holder include in Archaeologia Cantiana a brief summary of such proceedings of any Affiliated Society as appear to be of general interest, and also papers written by its members dealing with archaeological and historical research or discoveries made by that society, which society in such cases shall be entitled to buy for its members at cost price as many off-prints of such papers as shall be specified to the Honorary Editor before publication. 46. Rights of Members of Affiliated Societies The Society may allow members of any Affiliated Society to attend meetings, other than general meetings, and to share other rights of membership of this Society on such terms and to such extent as it may from time to time determine. 47. Withdrawal from Affiliation An Affiliated Society may withdraw from affiliation and this Society may determine the affiliation of an Affiliated Society by notice given to that effect in any year, to expire on 31 December in that year. 442