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Isles of Darkness Constitution

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

August 2016

Table of contents

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

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 Board 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 Board 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 Board 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 Board 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 Board 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 Board 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 age, 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 delete former member information two years after membership has expired, or on request.
    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 Board 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 Board
    4.13.2
    every transaction is reported promptly to the Board
    4.13.3
    the performance of the investments is reviewed regularly with the Board
    4.13.4
    the Board 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 Board on receipt and
    4.13.7
    the financial expert must not do anything outside the powers of the Board.
    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 Board.
    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 Chair or (if the Chair is unable or unwilling to do so) the Deputy Chair or (if the Deputy Chair is unable or unwilling to do so) some other Board member appointed by the Board members present or (if all such Board members are unable or unwilling to do so) some other member elected by those members present presides 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 Board
    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 Board 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 Board 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 Board on the Society’s activities since the previous AGM
    5.7.4
    accept the retirement of those elected Board members who wish to retire or are retiring by rotation
    5.7.5
    ratify results of election to fill the elected Board 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 Board
    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 Board and must be called within 14 clear days after a written request to the Board subject to 5.11.
    5.10.
    The members may submit a resolution or resolutions to the Board for submission to an EGM provided the Board 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 Board, 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 Board with a copy of the resolution and member’s statement and be invited by the Board to submit a statement which, without the agreement of the Board, 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 Board may circulate one or more statements to accompany the notice of the meeting or otherwise
    5.11.6
    the Board 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 Board Members
  • 6.1.
    The Board has control of the Society and its property and funds.
    6.2.
    The Board when complete consists of six individuals, all of whom must be members.
    6.3.
    The Board normally consists of:
    6.3.1
    Up to four elected Board members.
    6.3.2
    Up to three co-opted Board members, appointed by resolution of the Board to hold office until the end of the next AGM in order to fill vacancies in elected Board members.
    6.3.3
    The Games Manager
    6.3.4
    The National Coordinator
    unless additional co-options have been made according to point 6.7 or 6.11 of the Constitution. If the Board has zero elected members, the NC must run an election. The total number of Board members shall not exceed six.
    6.4.
    One half (rounded down) of the total places for elected Board members must be available to be filled by election at each AGM, those Board members longest in office since their last election retiring first and the choice between any of equal service being made by drawing lots. Any electable roles filled by co-option since the previous AGM should be opened up to election during this process.
    6.5.
    The Games Manager and National Coordinator shall be elected following separate processes set out in the Handbook.
    6.6.
    No elected Board 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 Board member for the period between one AGM and the next. Such a retiring Board member shall be eligible for co-option but shall not be eligible to stand for election as an elected Board member until they have not been a Board member for the period between one AGM and the next.
    6.7.
    The Board may co-opt as a Board member any member to fill a casual vacancy amongst the elected Board members. Alternatively, the Board may resolve that the National Coordinator should conduct an election following the normal process. The National Coordinator 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 Board 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 Board
    6.8.3
    cease to be a member of the Society (but such a person may be reinstated by resolution of the Board on resuming membership of the Society before the next AGM)
    6.8.4
    resign by written notice to the Board (but only if at least three Board members will remain in office) or
    6.8.5
    are removed by a resolution passed by all the other Board members after they have invited the views of the Board 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.
    6.8.7
    are suspended as the result of a disciplinary procedure.
    6.9.
    A retiring Board member is entitled on written request to an indemnity from the continuing Board 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 Board member of which the Board 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 Board, then the Board shall have power to co-opt any member of the Society or request an election to fill such vacancy where it would normally be elected, but the proceedings of the Board shall not be invalidated in consequence of such vacancies not being filled. The Board should always request 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.
    Board proceedings
  • 7.1.
    The Board must hold at least six meetings each year, each no more than 10 weeks apart.
    7.1.1
    The Chair or any two members of the Board may call a meeting. If there are three or fewer Board members then any one Board member may call a meeting.
    7.1.2
    Such meetings may be called on at least 21 days written notice to all Board members. Such meetings may also be called on at least 24 hours written notice to all Board members provided that this is with the unanimous agreement of all of the members of the Board. 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 Board is three Board members, but if the total number of Board members is below the quorum then the remaining Board member or members may act but only to co-opt or run elections for additional Board members.
    7.3.
    A meeting of the Board may be held either in person or by suitable electronic means agreed by the Board in which all participants may communicate with all other participants.
    7.4.
    The Chair or (if the Chair is unable or unwilling to do so) the Deputy Chair or (if the Deputy Chair is unable or unwilling to do so) some other member of the Board chosen by the Board members present presides at each meeting of the Board.
    7.5.
    Every issue may be determined by a simple majority of the votes cast at a meeting of the Board but a resolution which is in writing and signed by all the Board 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 Board member’s registered address to the Board email list or email address constitutes a valid signature on such a document.
    7.6.
    Except for the Chair of the meeting, who has a casting vote, every Board member has one vote on each issue.
    7.7.
    A procedural defect of which the Board members are unaware at the time does not invalidate decisions taken at a meeting of the Board.
  • 8.
    Board powers
  • The Board has the following powers in the administration of the Society:

    The Board has the following powers in the administration of the Society:

    8.1.
    To appoint and remove on such terms and with such delegated powers as they see fit Board officers from among their number. Such roles shall include Chair, Deputy Chair being two separate persons. The Chair must be an elected Board member, and may not be the Games Manager or National Coordinator.
    8.2.
    To delegate any of their functions to committees consisting of two or more individuals appointed by them (but at least one member of every committee must be a Board member and all proceedings of committees must be reported promptly to the Board).
    8.3.
    To make standing orders consistent with this Constitution to govern proceedings at general meetings.
    8.4.
    To make rules consistent with this Constitution to govern their proceedings and proceedings of committees.
    8.5.
    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).
    8.6.
    To resolve, or establish procedures to assist the resolution of, disputes within the Society.
    8.7.
    To exercise any powers of the Society which are not reserved to a general meeting.
    8.8.
    To amend the constitution to:
    8.8.1
    Re-format (e.g. order) items
    8.8.2
    Correct technical errors (e.g. spelling)
    8.8.3
    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 Board 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 Board members except in accordance with clause 15.

    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 Board members except in accordance with clause 15.
    9.2.
    No Board 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 Board member has no more than a 1 per cent shareholding.
    9.3.
    A Board member may not be an employee of the Society, but a Board 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 Board in accordance with the procedure in subclause 9.4 and
    9.3.3.
    not more than one third of the Board are interested in any such contract in any one financial year.
    9.4.
    Whenever a Board member has a personal interest in a matter to be discussed at a meeting of the Board 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 Board members for the time being
    10.2.2.
    in the name of a nominee company acting under the control of the Board 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 Board
    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 Board.
    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 Board must keep proper records of:
    11.1.1.
    all proceedings at general meetings
    11.1.2.
    all proceedings at meetings of Board
    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 Board member at any time during normal office hours and may be made available for inspection by members if the Board so decide.
    11.3.
    A copy of the Society’s latest available statement of account must be supplied on request to any Board 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 or
    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 Board 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 Board 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 14.2 the Board 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 Board will remain in office as Board 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 Board members must apply the remaining property and funds in one or more of the following ways:
    15.2.1
    by distributing an equal share to each member or, if this amounts to less than £100 per member
    15.2.2
    by giving the whole to a charity or charities to be selected by the Board.
  • 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 Board’
    the members of the governing body of the Society,
    ‘the Board member’
    means a member of the governing body
    ‘the Chair’
    means the Chair of the Board,
    ‘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 Board member, any firm of which a Board member is a member or employee or a company of which a Board member is a director, employee or shareholder being beneficially entitled to more than 1 per cent of the share capital
    ‘co-opted Board members’
    means those Board members who are appointed by the Board in accordance with clause 6.3.2, or co-opted to fill a casual vacancy or unfilled elected role in accordance with clauses 6.7 and 6.11 respectively.
    ‘EGM’
    means a general meeting of the members of the Society which is not an AGM,
    ‘elected Board members’
    means those Board members who are elected at the 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,
    ‘the Games Manager’
    means the national volunteer responsible for managing storytelling and other in-character aspects of games. A full role description can be found in the Handbook.
    ‘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 Board member for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Board member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty,
    ‘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 National Coordinator’
    means the national volunteer responsible for managing membership and other out-of-character aspects of games. A full role description can be found in the Handbook.
    ‘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 AGM 2016 on 7th August 2016 held at Juniper Hall, Dorking chaired by Robert Faulkner.