The Queen's English Society - CONSTITUTION

2.  OBJECTIVES

2.1 The Objectives of the Society are to promote the maintenance, knowledge, understanding, development and appreciation of the English language as used both in speech and writing; to educate the public in its correct and elegant usage; and to discourage the intrusion of anything detrimental to clarity or euphony.

2.2 In furtherance of the above Objectives, but not further or otherwise, the Society may:

a. Act as a co-ordinating body for individuals and organizations in the furtherance of activities which promote the Objectives of the Society, and provide the means of liaison between such individuals and organizations.

b. Arrange and provide for, or join in arranging and providing for, the holding of exhibitions, meetings, lectures, classes and training courses.

c. Promote and carry out, or assist in promoting and carrying out, research, surveys and investigations.

d. Collect and disseminate information on words and phrases (including their meanings, pronunciation, syntactical use and etymology).

e. Establish a collection of books for reference.

f. Publish papers and other works on philological subjects.

g. Do all such other lawful things as may be necessary for the attainment of the said objectives.

3.  MEMBERSHIP

3.1 Application for membership may be made by any person who is in sympathy with the Objectives of the Society and prepared to conform to its rules.
3.2 All applications for membership shall be subject to the approval of the Executive Committee (hereinafter referred to as "the Committee"), who may take such steps as they see fit to determine an applicant's suitability for membership.  The Committee may at their absolute discretion refuse any application for membership without assigning any reason.
3.3 All members shall be bound by the Constitution.  A copy of the Constitution shall be sent to each new member on joining the Society, and to all members of the Society when substantial amendments have been made.   Notice of minor amendments shall be published in Quest.
3.4 The subscription for members shall be fixed by resolution of a General Meeting, provided that notice of intention to change such subscription shall first have appeared in the agenda for or notice of the meeting.  Changes in subscription shall take effect from 1^st January next following the resolution of the General Meeting.  The Committee may, at its discretion, and taking into account the circumstances of a member, waive all or part of the member's subscription.
3.5 Any member may resign membership by giving to the Membership Secretary notice in writing to that effect.
3.6 The Committee shall have the power to require the resignation of any member who, in the opinion of the Committee, acts in any way detrimental to the Society; at the same time giving the reasons for so requiring. If that member is unwilling to resign and does not, either in writing or in person before the Committee, give good and sufficient reason for not resigning, then his membership may be rescinded by the Committee not earlier than four weeks after the date of the requirement to resign.
3.7 The Committee shall have power to confer honorary membership upon any person willing to accept it who, in the opinion of the Committee, has made or is making a worthwhile contribution to the Objectives of the Society. The Committee shall likewise have power to add to the mailing list for Quest the name and address of any person whose influence might advance the Society's Objectives.
3.8 Each member shall be notified of the date on which his subscription falls due.  If any member's subscription has not been paid after one month from the due date, a reminder shall be sent to him.  If after a further month his subscription has not been paid, the continuation of his membership shall be at the discretion of the Treasurer.  If any such lapsed member wishes to renew his membership within six months of the date on which his subscription fell due, he shall be liable for the full subscription and his membership shall be deemed to be continuous from that date.
3.9 Every member shall communicate to the Membership Secretary any change of address.
3.10 Members may if they wish make a payment once and for all entitling them to Life Membership.  The amount of such payment shall be determined by resolution of a General Meeting.
3.11 One copy of each issue of the Society's Journal Quest shall be supplied to each member, or to each pair of joint members, whose subscription is not in arrears.
3.12 Publication in Quest of the time and place of the Annual General Meeting and of any Motion to be proposed thereat shall be deemed to be sufficient notice to each member.
3.13 No proceedings of the Society shall be invalidated solely because of the discovery subsequent thereto of some failure to give due notice.

4.  MANAGEMENT

4.1 The principal officers of the Society shall be the President, Vice-Presidents, Chairman, Vice-Chairman, Secretary and Treasurer.
4.2 The policy and general management of the Society's affairs shall be vested in the Committee, the elected members of which shall constitute the Board of Trustees of the Society for the purpose of its status as a charity.
4.3 The Committee shall consist of the Chairman, Vice-Chairman, Secretary, Membership Secretary, Treasurer, Editor of Quest and four members elected in accordance with Article 5.2, with the President's attendance when he wishes (see Article 6.5).  Branch Secretaries who are not already members of the Committee may also attend Committee meetings if they so wish.  The Committee shall be empowered to co-opt members or honorary members to serve in a non-voting capacity for such time as the Committee may decide.
4.4 The Committee shall be empowered to create and fill new offices as the Society's activities may require.  The office, and the person appointed thereto if not already an elected member of the Committee, shall be subject to approval at the next Annual General Meeting.  The responsibilities of any new officer shall be recorded as appropriate in the relevant Committee meeting minutes.  New appointments shall not confer ex-officio membership of the Committee unless this is specifically agreed by the Committee and confirmed at the Annual General Meeting.
4.5 The Committee shall meet not fewer than four times a year.  Four members, not including co-opted members, shall constitute a quorum.
4.6 The Committee shall be empowered to appoint sub-committees for specific purposes; such sub-committees shall be directly responsible to the Committee.
4.7 The Committee shall be empowered to form Regional Branches for the furtherance of the Society's Objectives; these Branches shall be directly responsible to the Committee.

5.  ELECTIONS

5.1 At the Annual General Meeting elections shall be held to fill vacant posts of any of the following: Chairman, Vice-Chairman, Secretary, Membership Secretary, Treasurer, Editor of Quest and the elected members.
5.2 Election to the Committee and to any office in the Society shall be for three years or such shorter period as shall be occasioned by the further provisions of this Article.  At each Annual General Meeting one-third of the Committee members, including the officers, shall retire, but be eligible for re-election, the members so to retire being those who have been in office longest since their election or last re-election.  As between members who have been in office the same length of time, those due to retire shall be chosen by the Committee by a simple majority vote.
5.3 Should the membership of any officer lapse in accordance with Article 3.8, he shall immediately cease to hold office.
5.4 Officers of the Society may be removed from office by resolution of a Special General Meeting, provided that the motion is carried by a majority of three-quarters of the votes cast.  Such a motion must appear on the agenda for the meeting.

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5.5 All nominations must be signed by two members of the Society and the consent of the nominee obtained.  All nominees must be members (but not honorary members) of the Society.  All nominations for elections at the Annual General Meeting shall be in the Secretary's hands not later than 31^st July.  This provision may be waived in respect of any office for which there is only one nomination, or if two-thirds of the members present at the meeting vote to waive it.
5.6 Any casual vacancy in the Committee may be filled by the Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting and shall be eligible for election at that meeting.
5.7 Notice shall be published in the spring issue of Quest of those members of the Committee due for retirement and of whether or not they are willing to stand for re-election.  If by 31^st July more than one nomination has been received for any position, there shall be sent to all members with the summer issue of Quest a ballot paper giving the names of:

1. those officers and members of the Committee due for retirement but willing to stand for re-election;
2. those members wishing to stand for election, with brief statements of any interests or activities relevant to the Objectives of the Society which might guide members in their voting;

together with the names of proposers and seconders.  Such ballot papers, duly completed, must be received by the Secretary not less than four days before the relevant meeting.
5.8 Members who have used the ballot paper to record their votes shall not vote in person at the meeting as well.

6.  MEETINGS

6.1 The Annual General Meeting of the Society shall be held in September at such time and place as the Committee shall decide; details shall be published in Quest by the Secretary at least three calendar months in advance, together with notification of the last date for the receipt of nominations.  Details of any motion proposed for adoption shall be included on a ballot paper sent to all members with the summer issue of Quest.
6.2 The business of the Annual General Meeting shall include:

i.  Presidential Address.
ii.  Report from the Chairman.
iii.  Report from the Secretary of the Society's activities during the previous year.
iv.  Report from the Treasurer, to incorporate the audited accounts for the preceding financial year.
v.  Election of officers and Committee members as laid down in Article 5.1.
vi.  Election of officers and Committee members as laid down in Article 5.2.
vii.  Appointment of Auditor.
viii.  Decision on any motion which appears on the Agenda.
ix.  Any other matters raised at the meeting.

6.3 The Committee may at any time call a Special General Meeting.  The Secretary shall call a Special General Meeting within twenty-one days of receiving a written request to do so signed by at least twenty members and giving reasons for the request.

6.4 At least twenty-one clear days' notice must be given of any Special General Meeting.  Such notice shall include the agenda.

6.5 All meetings of the Society other than Regional Branch meetings shall be presided over by the Chairman or Vice-Chairman except when the President wishes to take the chair.  If these officers are absent, those present shall select one of their number to take the chair.

6.6 Regional Branches shall elect their own chairmen.

6.7 The chairman of any meeting shall have a second, casting, vote.

6.8 Minutes of all business meetings shall be taken, and shall be available to all members of the Society entitled to attend the meeting which they record.

7.  VOTING PROCEDURES

7.1 At all General Meetings of the Society, every member other than honorary members shall be entitled to one vote upon every motion.

7.2 If at any General Meeting a resolution calling for the dissolution of the Society be passed by a majority of the members voting, a poll of all members other than honorary members shall be held not more than one month after.  If such resolution be confirmed by three-quarters of those voting in the poll, the Committee shall thereupon proceed to realize the property and any assets held by or in the name of the Society.  Any assets remaining after satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objectives similar to the objectives of the Society as the Committee, with the approval of the Charity Commissioners or other Authority having jurisdiction under the Charities Act 1960, may determine.

7.3 Any alteration to the Articles of Constitution, or repeal or amendment thereof, shall require the assent of not less than three-quarters of the members of the Society voting at a General Meeting; provided that notice of any such alteration shall have been received by the Secretary in writing not less than thirty clear days before the meeting at which the alteration is to be brought forward; and provided also that no amendment shall be made which would cause the Society to cease to be a charity at law.

7.4 No alteration to Articles 2, 7.2, 7.3 or this Article shall be made without the approval of the Charity Commissioners or other Authority having jurisdiction under the Charities Act 1960.

7.5 At all meetings of the Society, resolutions shall require a simple majority of those voting, subject only to the restrictions described in Articles 5.4, 5.5, 7.2 and 7.3.

8.  FINANCE

8.1 Members other than honorary or life members shall pay an annual subscription in accordance with Article 3.4.

8.2 All monies raised by and on behalf of the Society, including members' subscriptions, shall be applied solely to further the Objectives of the Society; and no portion thereof shall be paid or transferred by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Society PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Society or the repayment of out-of-pocket expenses.

8.3 The Treasurer shall keep proper accounts of the finances of the Society.

8.4 The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting.

8.5 An audited statement of accounts for the last financial year shall be submitted by the Treasurer to the Annual General Meeting.

8.6 A bank account shall be opened in the Name of the Society, and the Committee shall authorize the Treasurer, the Secretary and one other member of the Committee to sign cheques on behalf of the Society.  All cheques must be signed by two of the three authorised signatories.

8.7 The financial year shall end on 30^th June or upon such other date as the Committee shall decide.

9.  TRUST PROPERTY

The title to all real or personal property which may be acquired by or on behalf of the Society shall be vested in a Corporation lawfully entitled to act as Custodian Trustee or in not fewer than three nor more than five individual persons (not being members of the Committee).

10.  DECLARATION

The Society, as a society, shall express no political or sectarian opinions nor be connected with any political or sectarian body.

11.  INTERPRETATION

For the interpretation of this Constitution, the Interpretation Act 1978 shall apply as it applies to the interpretation of an Act of Parliament.

Constitution adopted at Annual General Meeting, 29^th September 1984.  Agreed by Charity Commission 14^th November 1984 Amendments adopted at Annual General Meeting, 14^th September 1991.  Agreed by Charity Commission 21^st October 1993.   Minor amendments approved at Annual General Meeting, 23^rd September 1995.  Minor amendments approved at Annual General Meeting, 17^th September 2005 and 25 ^th September 2010.