BrANCH Constitution

Adopted on the fourteenth day of October 2000.

A: Name.

The name of the Association is BrANCH (“the Charity”), which represents the association of British American Nineteenth Century Historians.

B: Administration.

Subject to the matters set out below, the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Management Committee, constituted by clause G of this Constitution (“the Management Committee”).

C: Objects.

The Charity’s objects (“the objects”) are to further the scholarly study of the history of the United States of America between 1789 and 1917, and to advance higher education in the subject; to organize seminars, colloquia and conferences, and to publish scholarly materials and writings; and to encourage and assist the education and research of postgraduate students and junior academic staff.

D: Powers.

In furtherance of the objects but not otherwise the Management Committee may exercise the following powers:

(i) power to raise funds and to invite and receive contributions: Provided that in raising funds the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

(iii) power to invest the funds of the Charity in any of the investments for the time being authorised for the investment of charity funds;

(iv) power to employ such staff (who shall not be members of the Management Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

(v) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;

(vi) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

(vii) power to appoint and constitute such advisory committees as the Management Committee may think fit;

(viii) power to do all such other lawful things as are necessary for the achievement of the objects.

E: Membership.

(1) Membership of the Charity shall be open to any person over the age of 18 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Management Committee.

(2) Every member shall have one vote.

(3) The Management Committee may by unanimous vote and for good reason terminate the membership of any individual: Provided that the individual concerned shall have the right to be heard by the Management Committee, accompanied by a friend, before a final decision is made.

F: Honorary Officers.

(1) At the annual general meeting of the Charity the members shall elect from amongst themselves three honorary executive officers, a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

(2) Members of the annual general meeting may also, on the nomination of the Management Committee, elect honoris causa a President, one or more Vice-Presidents, and one or more Life Members: Provided that these honorific officers shall not be members of the Management Committee unless they are elected or co-opted under clause G below.

(5) No person shall be entitled to act as a member of the Management Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Management Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.

(6) Nobody shall be appointed as a member of the Management Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.

G: Management Committee.

(1) The Management Committee shall consist of not less than six members being:

(a) the three honorary executive officers specified in the preceding clause; [Chair, secretary, treasurer]

(b) not less than three members elected at the annual general meeting who shall hold office from the conclusion of that meeting;

(c) two postgraduate representatives;

(d) an editor of American Nineteenth Century History;

(e) a digital communications officer.

(2) The Management Committee may in addition appoint co-opted members as necessary but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Management Committee would be co-opted members.

H: Determination of Membership of Management Committee.

A member of the Management Committee shall cease to hold office if he or she:

(1) is disqualified from acting as a member of the Management Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

(2) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(3) is absent without the permission of the Management Committee from all their meetings held within a period of one year and the Management Committee resolve that his or her office be vacated; or

(4) notifies to the Management Committee a wish to resign (but only if at least three members of the Management Committee will remain in office when the notice of resignation is to take effect).

I: Management Committee Members not to be personally interested.

No member of the Management Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Management Committee) in any contract entered into by the Management Committee.

J: Meetings and proceedings of the Management Committee.

(1) The Management Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Management Committee upon not less than 4 days’ notice being given to the other members of the Management Committee of the matters to be discussed, but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.

(2) The chairman shall act as chairman at meetings of the Management Committee. If the chairman is absent from any meeting, the members of the Management Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

(3) There shall be a quorum when at least one third of the number of members of the Management Committee for the time being or three members of the Management Committee, whichever is the greater, are present at a meeting.

(4) Every matter shall be determined by a majority of votes of the members of the Management Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.

(5) The Management Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Management Committee and any sub-committee.

(6) The Management Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

(7) The Management Committee may appoint one or more sub-committees consisting of three or more members of the Management Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Management Committee would be more conveniently undertaken or carried out by a sub-committee: Provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Management Committee.

K: Receipts and expenditure.

(1) The funds of the Charity, including all donations contributions and bequests, shall be paid into an account operated by the Management Committee in the name of the Charity at such bank or building society as the Management Committee shall from time to time decide. All cheques and withdrawal forms drawn on the account must be signed by the Treasurer or other members authorised by Management Committee.

(2) The funds belonging to the Charity shall be applied only in furthering the objects.

L: Property.

(1) Subject to the provisions of sub-clause (2) of this clause, the Management Committee shall cause the title to all investments held by or on behalf of the Charity to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Management Committee at their pleasure and shall act in accordance with the lawful directions of the Management Committee. Provided they act only in accordance with the lawful directions of the Management Committee, the holding trustees shall not be liable for the acts and defaults of its members.

(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Charity, the Management Committee may permit any investments held by or in trust for the Charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Management Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

M: Accounts.

(1) The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

(i) the keeping of accounting records for the Charity;

(ii) the preparation of annual statements of account for the Charity;

(iii) the auditing or independent examination of the statements of account of the Charity; and

(iv) the transmission of the statements of account of the Charity to the Commission.

(2) To assist in fulfilling these obligations, the Treasurer shall present final accounts for the previous calendar year and a budget for the current calendar year to the Management Committee at the first meeting of each year. If the annual turnover is below £10,000, the accounts shall be scrutinised by either the President or one of the Vice-Presidents or such other member as may be named by the annual general meeting. If the annual turnover is above £10,000, the accounts shall be subject to independent review or auditing in accordance with the requirements of the Commissioners. The annual general meeting shall appoint the independent reviewer or auditor.

N: Annual Report.

The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.

O: Annual Return.

The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission.

P: Annual General Meeting.

(1) There shall be an annual general meeting of the Charity which shall be held in the month of October in each year or as soon as practicable thereafter.

(2) Every annual general meeting shall be called by the Management Committee. The secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the Charity. All the paid-up members of the Charity shall be entitled to attend and vote at the meeting.

(3) The chairman shall be the chairman at annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.

(4) The Management Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.

(5) Nominations for election to the Management Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Management Committee by at least the end of the day before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

Q: Special General Meetings.

The Management Committee may call a special general meeting of the Charity at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.

R: Procedure at General Meetings.

(1) The secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every general meeting of the Charity.

(2) There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present at any general meeting.

S: Notices.

Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Management Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

T: Alterations to the Constitution.

(1) Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

(2) No amendment may be made to clause A (the name of Charity clause), clause B (the objects clause), clause I (Management Committee members not to be personally interested clause), clause U (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.

(3) No amendment may be made which would have the effect of making the Charity cease to be a charity at law.

(4) The Management Committee should promptly send to the Commission a copy of any amendment made under this clause.

U: Dissolution.

If the Management Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting, the Management Committee shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.

This constitution was adopted on the date mentioned above by a general meeting of the members of BrANCH, which elected as its Management Committee the persons whose signatures appear at the bottom of this document.

Signed: Donald J. Ratcliffe (chairman) Bruce Collins

Clive Webb (secretary) Robert Cook

Elizabeth Clapp (treasurer) Susan-Mary Grant

Adam I.P. Smith

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