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Isles of Darkness Constitution

An unincorporated association established under English Law and not being a charity

May 2018

Table of contents

  1. Name
  2. Aims
  3. Membership
  4. Powers
  5. General Meetings
  6. The Management Committee
  7. Management Committee proceedings
  8. Management Committee powers
  9. Benefits to Members and Management Committee Members
  10. Property and Funds
  11. Records and Accounts
  12. Notices
  13. Amendments
  14. Incorporation
  15. Dissolution
  16. Interpretation
  17. Adoption of the constitution

Words in bold where first used are defined in Interpretation

  • 1.
    Name
  • The name of the Society is Isles of Darkness

  • 2.
    Aims
  • The aim of the society shall be the playing and promotion of Live Action Role Playing (LARP) using such systems and settings as desired by, run by and managed by the membership of Isles of Darkness.

  • 3.
    Membership
  • 3.1.
    Membership of the Society shall be open to any individual 18 years and over.
    3.2.
    Members must provide their full name and a current email address.
    3.3.
    The Management Committee has the power to establish different classes of membership, prescribe their respective privileges and duties and set the amounts of any subscriptions. Any changes to membership fees must be notified to the membership at least a month before the changes are implemented unless such changes have been agreed by resolution of a General Meeting.
    3.4.
    The Management Committee must keep a register of members.
    3.5.
    A member whose subscription is three months in arrears ceases to be a member but may be reinstated on payment of the amount due.
    3.6.
    A member may resign by written notice to the Society.
    3.7.
    The Management Committee may by resolution terminate the membership of any member on the ground that in their reasonable opinion the member’s continued membership would be harmful to the Society. The Management Committee may only pass such a resolution after notifying the member in writing and considering the matter in the light of any written representations which the member puts forward within 14 clear days after receiving notice.
    3.8.
    The Management Committee may refuse membership on the same grounds listed in 3.7. The applicant should be notified in writing.
    3.9.
    Membership of the Society is not transferable.
    3.10.
    All members, including members of the Management Committee agree to be bound by the standing orders, rules, regulations and procedures of the Society as laid out in the Policies laid out in the Membership Handbook.
    3.11.
    The Society will not discriminate on the grounds of gender, sex, race, colour, ethnic or national origin, sexuality, disability, religion or belief, marriage and civil partnership, pregnancy and maternity or age.
    3.12.
    The Society will normally delete former member information two years after membership has expired, or on request. Exemptions and special cases are at the Management Committee's discretion and will be undertaken in reference to the society’s Privacy Notice and Member Handbook.
    3.13.
    Members are responsible for ensuring their information is up to date and must confirm this information annually on renewal.
  • 4.
    Powers
  • The Society has the following powers, which may be exercised only in promoting the Aims:

    4.1.
    To promote or carry out research.
    4.2.
    To provide advice.
    4.3.
    To publish or distribute information.
    4.4.
    To cooperate with other bodies.
    4.5.
    To support, administer or set up other societies.
    4.6.
    To raise funds.
    4.7.
    To borrow money and give security for loans.
    4.8.
    To acquire or hire property of any kind.
    4.9.
    To let or dispose of property of any kind.
    4.10.
    To make grants or loans of money and to give guarantees.
    4.11.
    To set aside funds for special purposes or as reserves against future expenditure.
    4.12.
    To deposit or invest in funds in any manner (but to invest only after obtaining such advice from a financial expert as the Management Committee consider necessary and having regard to the suitability of investments and the need for diversification).
    4.13.
    To delegate the management of investments to a financial expert, but only on terms that:
    4.13.1.
    the investment policy is recorded in writing for the financial expert by the Management Committee
    4.13.2.
    every transaction is reported promptly to the Management Committee
    4.13.3.
    the performance of the investments is reviewed regularly with the Management Committee
    4.13.4.
    the Management Committee is entitled to cancel the delegation arrangement at any time
    4.13.5.
    the investment policy and the delegation arrangement are reviewed at least once a year
    4.13.6.
    all payments due to the financial expert are on a scale or at a level which is agreed in advance and are reported promptly to the Management Committee on receipt and
    4.13.7.
    the financial expert must not do anything outside the powers of the Management Committee.
    4.14.
    To insure the property of the Society against any foreseeable risk and take out other insurance policies to protect the Society when required.
    4.15.
    To pay for indemnity insurance for the Management Committee.
    4.16.
    To employ paid or unpaid agents, staff or advisers.
    4.17.
    To enter into contracts to provide services to or on behalf of other bodies.
    4.18.
    To establish or acquire subsidiary organisations to assist or act as agents for the Society.
    4.19.
    To do anything else within the law which promotes or helps to promote the Aims.
  • 5.
    General Meetings
  • 5.1.
    Members are entitled to attend general meetings of the Society either in person or through a proxy. General meetings are called on at least 21 clear days’ written notice to the members specifying the business to be transacted.
    5.2.
    There is a quorum at a general meeting if the number of members personally present or represented by proxy is at least 5% of the members.
    5.3.
    The President or (if the President is unable or unwilling to do so) the Secretary or (if the Secretary is unable or unwilling to do so) some other Management Committee member appointed by the Management Committee members present or (if all such Management Committee members are unable or unwilling to do so) some other member elected by those members present presides as Chair at a general meeting.
    5.4.
    Except where otherwise provided by this Constitution, every issue at a general meeting is determined by a simple majority of votes cast by the members present in person or by proxy. A proxy may be engaged as:
    5.4.1.
    An electronic vote provided through the Society website or other sanctioned channel approved by the Management Committee
    5.4.2.
    A request to the Chair of the meeting to vote on the member’s behalf at the meeting
    5.4.3.
    A request to another member of the Society to vote on the member’s behalf at the meeting
    The Management Committee may also approve alternate method of voting on a case by case basis if a particular motion requires it, for example for motions where members are asked to choose between a number of options. This alternate method of voting must be publicised at least 4 weeks prior to the vote, with the reason for the change. Should over one third of the membership register disagreement with the decision then the alternate voting will not be used.
    5.5.
    Except for the Chair of the meeting, who has a casting vote, every member present in person is entitled to one vote on every issue.
    5.6.
    An AGM must be authorised by the Management Committee and must be held in every year.
    5.7.
    At an AGM the members:
    5.7.1.
    approve the minutes of the previous AGM and any intervening EGMs
    5.7.2.
    receive the accounts of the Society for the period since the last AGM
    5.7.3.
    receive the report of the Management Committee on the Society’s activities since the previous AGM
    5.7.4.
    accept the retirement of those Management Committee members who wish to retire or are retiring by rotation
    5.7.5.
    ratify results of election to fill the Management Committee member vacancies arising
    5.7.6.
    may appoint an auditor or independent examiner for the Society
    5.7.7.
    deal with any other business put before them by the Management Committee
    5.7.8.
    determine any duly notified resolutions reserved to the members under this Constitution and
    5.7.9.
    discuss any resolutions which have been submitted in accordance with 5.11.
    5.8.
    Any general meeting which is not an AGM is an EGM.
    5.9.
    An EGM may be called at any time by the Management Committee and must be called within 14 clear days after a written request to the Management Committee subject to 5.11.
    5.10.
    The members may submit a resolution or resolutions to the Management Committee for submission to an EGM provided the Management Committee are given 14 days clear notice of such.
    5.11.
    Any member may submit a motion to a general meeting, provided the following:
    5.11.1.
    a members’ request shall state the business of the meeting and the resolution or resolutions to be put to the meeting.
    5.11.2.
    a members’ request shall be accompanied by the name, email address and membership number of each member making the request. The request shall be in writing and may be in more than one document, but the resolution or resolutions should be clearly labelled as such
    5.11.3.
    a members’ request may be accompanied by a statement which, without the agreement of the Management Committee, shall not exceed one thousand words and this statement shall be sent to all members with the notice of the meeting
    5.11.4.
    any person directly affected by the resolution shall be supplied by the Management Committee with a copy of the resolution and member’s statement and be invited by the Management Committee to submit a statement which, without the agreement of the Management Committee, shall not exceed one thousand words, and this statement shall be sent to all members with the notice of the meeting
    5.11.5.
    the Management Committee may circulate one or more statements to accompany the notice of the meeting or otherwise
    5.11.6.
    the Management Committee are not obliged to call a meeting or circulate a resolution or statement which they reasonably consider is vexatious, frivolous, impractical or unlawful but shall explain their reasons to those members who have requested a meeting and invite them to amend such a resolution or statement.
  • 6.
    The Management Committee
  • 6.1.
    The Management Committee has control of the Society and its property and funds.
    6.2.
    The Management Committee when complete consists of seven individuals, all of whom must be members.
    6.3.
    The Management Committee normally consists of:
    6.3.1.
    President (MCP)
    6.3.2.
    Secretary (MCS)
    6.3.3.
    Treasurer (MCT)
    6.3.4.
    Storytelling (MCST)
    6.3.5.
    Events and Games (MCEG)
    6.3.6.
    Marketing and Recruitment (MCMR)
    6.3.7.
    Retention, Conduct and Complaints (MCRCC)
    The total number of Management Committee members shall not exceed seven. The role descriptions will be defined in the Handbook.
    6.4.
    Each of the roles in the Management Committee shall be elected following processes set out in the Handbook.
    6.5.
    Any member in good standing may stand for election to a Management Committee role, providing that:
    6.5.1.
    They do not hold any other post on the Management Committee
    6.5.2.
    They have met the minimum qualifications for the role, as set out in the Handbook
    6.6.
    No elected Management Committee member shall stand for re-election at an AGM if they have served six consecutive periods between one AGM and the next without subsequently not being a Management Committee member for the period between one AGM and the next. Such a retiring Management Committee member shall be eligible for co-option but shall not be eligible to stand for election as an elected Management Committee member until they have not been a Management Committee member for the period between one AGM and the next.
    6.7.
    The Management Committee may co-opt as a Management Committee member any member to fill a casual vacancy amongst the elected Management Committee members, providing they meet the eligibility criteria set out in 6.5. Alternatively, the Management Committee may resolve to conduct an election following the normal process. The Management Committee should always run an election if there are two or more unfilled electable posts, unless an additional election has already been run and failed to fill the posts.
    6.8.
    A Management Committee member’s term of office automatically terminates if they:
    6.8.1.
    are incapable, whether mentally or physically, of managing their own affairs
    6.8.2.
    are absent from three consecutive meetings of the Management Committee
    6.8.3.
    cease to be a member of the Society (but such a person may be reinstated by resolution of the Management Committee on resuming membership of the Society before the next AGM)
    6.8.4.
    resign by written notice to the Management Committee (but only if at least three Management Committee members will remain in office) or
    6.8.5.
    are removed by a resolution passed by all the other Management Committee members after they have invited the views of the Management Committee member concerned and considered the matter in the light of any such views.
    6.8.6.
    are removed by a resolution passed by the members at a general meeting where the resolution has been submitted in writing by at least 5% of the members not less than 28 days before the date of such meeting. . On receipt of such a resolution, the Management Committee should hold an emergency committee meeting, and may suspend the Management Committee member from the Management Committee pending the outcome of the meeting.
    6.8.7.
    are suspended as the result of a disciplinary procedure.
    6.9.
    A retiring Management Committee member is entitled on written request to an indemnity from the continuing Management Committee members at the expense of the Society in respect of any liabilities properly incurred while they held office.
    6.10.
    A technical defect in the appointment of a Management Committee member of which the Management Committee are unaware at the time does not invalidate decisions taken at a meeting.
    6.11.
    Should there be any vacancy amongst elected or co-opted members on the Management Committee, then the Management Committee shall have power to co-opt any member of the Society as defined in 6.5 or run an election to fill such vacancy where it would normally be elected, but the proceedings of the Management Committee shall not be invalidated in consequence of such vacancies not being filled. The Management Committee should always run an election if there are two or more unfilled electable posts, unless an additional election has already been run and failed to fill the posts.
  • 7.
    Management Committee proceedings
  • 7.1.
    The Management Committee must hold at least six meetings each year, each no more than 10 weeks apart.
    7.1.1.
    The President or any two members of the Management Committee may call a meeting. If there are three or fewer Management Committee members then any one Management Committee member may call a meeting.
    7.1.2.
    Such meetings may be called on at least 21 days written notice to all Management Committee members. Such meetings may also be called on at least 24 hours written notice to all Management Committee members provided that this is with the unanimous agreement of all of the members of the Management Committee. All such agreement and written notice may be given through suitable electronic means such as email.
    7.2.
    A quorum at a meeting of the Management Committee is three Management Committee members, but if the total number of Management Committee members is below the quorum then the remaining Management Committee member or members may act but only to co-opt or run elections for additional Management Committee members, or to reinstate Management Committee members whose term of office was terminated due to lapse of membership.
    7.3.
    A meeting of the Management Committee may be held either in person or by suitable electronic means agreed by the Management Committee in which all participants may communicate with all other participants.
    7.4.
    The President or (if the President is unable or unwilling to do so) the Secretary or (if the Secretary is unable or unwilling to do so) some other member of the Management Committee chosen by the Management Committee members present presides as Chair at each meeting of the Management Committee.
    7.5.
    Every issue may be determined by a simple majority of the votes cast at a meeting of the Management Committee but a resolution which is in writing and signed by all the Management Committee members is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature. If the resolution is contained in more than one document then these must be collated in a single place for reference and stored together. An email message from a Management Committee member’s registered address to the Management Committee email list or email address constitutes a valid signature on such a document.
    7.6.
    Every Management Committee member has one vote on each issue. Should the Management Committee have an even number of members, the President will have a casting vote
    7.7.
    A procedural defect of which the Management Committee members are unaware at the time does not invalidate decisions taken at a meeting of the Management Committee.
  • 8.
    Management Committee powers
  • The Management Committee has the following powers in the administration of the Society:

    8.1.
    To delegate any of their functions to:
    8.1.1.
    committees consisting of two or more individuals appointed by them (but at least one member of every committee must be a Management Committee member and all proceedings of committees must be reported promptly to the Management Committee).
    8.1.2.
    assistants appointed to carry out specific functions of their roles (but responsibility for ensuring functions are carried out remains with the elected Management Committee member).
    8.2.
    To make standing orders consistent with this Constitution to govern proceedings at general meetings.
    8.3.
    To make rules consistent with this Constitution to govern their proceedings and proceedings of committees.
    8.4.
    To make regulations consistent with this Constitution to govern the administration of the Society (including the operation of bank accounts and the commitment of funds).
    8.5.
    To resolve, or establish procedures to assist the resolution of, disputes within the Society.
    8.6.
    To exercise any powers of the Society which are not reserved to a general meeting.
    8.7.
    To amend the constitution to:
    8.7.1.
    Re-format (e.g. order) items
    8.7.2.
    Correct technical errors (e.g. spelling)
    8.7.3.
    Update references to sections
    provided any such changes do not alter the meaning of any section or the document as a whole. Any changes made to the constitution within this power must be notified to the membership.
  • 9.
    Benefits to Members and Management Committee Members
  • 9.1.
    The property and funds of the Society must be used only for promoting the Aims and may not be used to benefit the members or the Management Committee members except in accordance with clause 15.
    9.2.
    No Management Committee member may receive any payment of money or other material benefit (whether direct or indirect) from the Society except:
    9.2.1.
    under subclauses 4.15 (indemnity insurance) and 9.3 (contractual payments)
    9.2.2.
    reimbursement of reasonable out of pocket expenses (including hotel and travel costs) actually incurred in the administration of the Society
    9.2.3.
    interest at a reasonable rate on money lent to the Society
    9.2.4.
    a reasonable rent or hiring fee for property let or hired to the Society
    9.2.5.
    an indemnity in respect of any liabilities properly incurred in running the Society (including the costs of a successful defence to criminal proceedings) or
    9.2.6.
    payment to a company in which the Management Committee member has no more than a 1 per cent shareholding.
    9.3.
    A Management Committee member may not be an employee of the Society, but a Management Committee member or connected person may enter into a contract with the Society to supply goods or services in return for a payment or other material benefit, but only if:
    9.3.1.
    the goods or services are actually required by the Society
    9.3.2.
    the nature and level of the benefit is no more than reasonable in relation to the value of the goods or services and is set at a meeting of the Management Committee in accordance with the procedure in subclause 9.4 and
    9.3.3.
    not more than one third of the Management Committee are interested in any such contract in any one financial year.
    9.4.
    Whenever a Management Committee member has a personal interest in a matter to be discussed at a meeting of the Management Committee or a committee, they must:
    9.4.1.
    declare an interest before the meeting or at the meeting before discussion begins on the matter
    9.4.2.
    be absent from that part of the meeting unless expressly invited to remain in order to provide information
    9.4.3.
    not be counted in the quorum for that part of the meeting and
    9.4.4.
    be absent during the vote and have no vote on the matter.
  • 10.
    Property and Funds
  • 10.1.
    Funds which are not required for immediate use (including those which will be required for use at a future date) must be placed on deposit or invested in accordance with clause 4.12 until needed.
    10.2.
    Investments and other property of the Society may be held:
    10.2.1.
    in the names of the Management Committee members for the time being
    10.2.2.
    in the name of a nominee company acting under the control of the Management Committee or of a financial expert acting on their instructions
    10.2.3.
    in the name of at least two and up to four holding trustees for the Society who may be appointed (and removed) by resolution of the Management Committee
    10.2.4.
    in the name of a trust corporation as a holding trustee for the Society, which must be appointed (and may be removed) by deed executed by the Management Committee.
    10.3.
    Documents and physical assets may be deposited with any company registered or having a place of business in England and Wales as custodian.
    10.4.
    Any nominee company acting under subclause 10.2.2, any trust corporation appointed under subclause 10.2.4 and any custodian appointed under subclause 10.3 may be paid reasonable fees.
  • 11.
    Records and Accounts
  • 11.1.
    The Management Committee must keep proper records of:
    11.1.1.
    all proceedings at general meetings
    11.1.2.
    all proceedings at meetings of the Management Committee
    11.1.3.
    all reports of committees
    11.1.4.
    all professional advice obtained and
    11.1.5.
    all financial transactions.
    11.2.
    Accounting records relating to the Society must be made available for inspection by any Management Committee member at any time during normal office hours and may be made available for inspection by members if the Management Committee so decide.
    11.3.
    A copy of the Society’s latest available statement of account must be supplied on request to any Management Committee member or member.
  • 12.
    Notices
  • 12.1.
    Notices under this Constitution may be sent by hand or by suitable electronic means or may be published in any journal distributed by the Society.
    12.2.
    The email address at which a member is entitled to receive notices is the email address noted in the register of members (or, if none, the last known email address).
    12.3.
    Any notice given in accordance with this Constitution is to be treated for all purposes as having been received:
    12.3.1.
    24 hours after being sent by electronic means
    12.3.2.
    on the date of publication of a journal or newspaper containing the notice
    12.3.3.
    on being handed to the member or its authorised representative personally or, if earlier,
    12.3.4.
    as soon as the member acknowledges actual receipt.
    12.4.
    A technical defect in the giving of notice of which the members or the Management Committee are unaware at the time does not invalidate decisions taken at a meeting.
  • 13.
    Amendments
  • This Constitution may be amended at a general meeting by a simple majority of the votes cast, but:

    13.1.
    The members must be given 21 clear days’ notice of the proposed amendments.
  • 14.
    Incorporation
  • 14.1.
    The members at a general meeting may authorise the Management Committee to transfer the assets and liabilities of the Society to a limited company established for, the same as or similar to the Aims and of which the members of the Society will be entitled to be members.
    14.2.
    On a transfer under clause 14.1 the Management Committee must ensure that all necessary steps are taken as to:

    14.2.1.
    the transfer of land and other property, and
    14.2.2.
    the novation of contracts of employment and transfer of pension rights.
  • 15.
    Dissolution
  • 15.1.
    If at any time members at a general meeting decide to dissolve the Society, the Management Committee will remain in office as Management Committee members and will be responsible for the orderly winding up of the Society's affairs.
    15.2.
    After making provision for all outstanding liabilities of the Society, the Management Committee members must:
    15.2.1.
    distribute any remaining Domain funds if requested by former Domain Coordinators for reinvestment in local games, and
    15.2.2.
    refund, if funds permit, any membership fee paid in good faith.
    15.3.
    Following calculation of funds required to satisfy 15.2, the Management Committee will apply any remaining property and funds in one or more of the following ways:
    15.3.1.
    by distributing an equal share of national funds (including any Domain funds not requested in 15.2.1) to each member (including membership fee refund identified in 15.2.2) or, if this amounts to less than £100 per member, distribute any remaining Domain funds if requested by former Domain Coordinators for reinvestment in local games, and
    15.3.2.
    by giving the whole to a charity or charities to be selected by the Management Committee.
    15.4.
    Deadlines for claims and refunds under 15.2 and 15.3 will be set out by the Management Committee within one month of the date on which the Society was dissolved, unless stated in the motion approved under 15.1.
    15.5.
    For the purposes of dissolution, membership will be defined as those who have paid membership fees for the current year on the date of the meeting that agreed the dissolution.
  • 16.
    Interpretation
  • In this Constitution:

    16.1.
     
    ‘AGM’
    means an annual general meeting of the Society,
    ‘the Aims’
    means the Aims of the Society set out in clause 2,
    ‘the Chair’
    means the Chair of the meeting,
    ‘clear day’
    means 24 hours from midnight following the relevant event,
    ‘connected person’
    means any spouse, partner, parent, child, brother, sister, grandparent or grandchild of a Management Committee member, any firm of which a Management Committee member is a member or employee or a company of which a Management Committee member is a director, employee or shareholder being beneficially entitled to more than 1 per cent of the share capital,
    ‘EGM’
    means a general meeting of the members of the Society which is not an AGM,
    ‘financial expert’
    means an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000,
    ‘financial year’
    means the Society’s financial year,
    ‘firm’
    includes a limited liability partnership,
    ‘holding trustee’
    means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use, investment or disposal,
    ‘indemnity insurance’
    means insurance against personal liability incurred by any Management Committee member for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Management Committee member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty,
    ‘the Management Committee’
    the members of the governing body of the Society,
    ‘the Management Committee member’
    means a member of the governing body
    ‘material benefit’
    means a benefit which may not be financial but has a monetary value,
    ‘member’ and ‘membership’
    refer to membership of the Society,
    ‘months’
    means calendar months,
    ‘the Society’
    means the Society comprised in this Constitution,
    ‘trust corporation’
    has the meaning prescribed by section 205(1)(cxxviii) of the Law of Property Act 1925 (but does not include the Public Trustee),
    ‘written’ or ‘in writing’
    refers to a legible document whether on paper or electronic,
    ‘year’
    means calendar year.
    16.2.
    References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.
  • 17.
    Adoption of the constitution
  • 17.1.
    The constitution must be adopted by a resolution of a General Meeting.
    17.2.
    This constitution was adopted at the EGM 2018 on 15th May 2018 held online, chaired by Pam Mellen.