a) The legal name of the Society shall be The Birmingham and Midland Society for Genealogy and Heraldry.
b) The style Midland Ancestors shall be used to engage with the general public.
The Society shall be affiliated to The Birmingham and Midland Institute and may affiliate with other bodies whose aims are similar to its own.
The objects of the Society shall be to promote the advancement of public education in the study of Genealogy and Heraldry. And in furtherance of these objects, but not otherwise, the Society shall have power –
a) To promote, maintain and encourage the practice and dissemination of information on Genealogy and Heraldry by means of education or lectures and otherwise.
b) To promote and maintain research into all aspects of Genealogy and Heraldry.
c) To preserve records, archives and any other sources of material by transcription or otherwise.
d) To publish literature in manuscript or electronic form or on the internet.
e) To collaborate with similar organisations and with such bodies as churches, libraries, record offices and universities.
Membership of the Society shall be open to all persons who are interested in the objects for which the Society exists. Application for membership shall be made in writing on the prescribed form.
5. Classes of Membership
a) Single Membership (over the age of 18)
b) Joint Membership (two people both over 18 and living at the same address).
c) Honorary membership
d) Members will have voting rights in relation to the individuals named in the Membership Register
e) Institutional membership does not confer voting rights
f) Membership rights are not transferable
The Society may have an Honorary President and Honorary Vice Presidents who will be appointed by the Trustees. In addition, the Executive Committee is empowered to confer Honorary Membership of the Society.
The subscription year begins on 1st January each year. All subscriptions shall be payable in advance and shall be paid from 1st January in any year.
7. Annual Rates of Subscription
The rates of subscription shall be as recommended by the Executive Committee and approved by the members at the Annual General Meeting or at a properly convened special general meeting. In the case of membership by more than one person living at the same address, there shall be a joint subscription.
8. Suspension from Membership
a) The Executive Committee alone may terminate membership of the Society of any member whose activities in their opinion are likely to be to the detriment of the Society.
Such decision shall be only by unanimous vote and if
i. at least 21 days’ notice in writing of the meeting at which the resolution will be proposed and the reasons why it is to be proposed is given to the member and
ii. such member (or if they prefer, a representative who need not be a member of the Society) has been given the right to make representations in writing or in person to the Executive Committee before a final decision is taken by the Executive Committee.
b) The Executive Committee may only refuse an application for membership if acting reasonably and properly they consider it to be in the best interests of the Society to refuse an application.
i. A decision to refuse an application shall be given in writing to the applicant within 21 days of the decision.
ii. The applicant may make written representations about the decision and the Executive Committee must consider these and notify the applicant in writing within a reasonable time of their decision which will be final.
a) The Society shall be administered by an Executive Committee consisting of the Officers who shall be elected for one year only and nine other members who shall be elected for a term of three years, three of whom shall retire annually in rotation. All members of the Committee shall be eligible for re-election on completion of their term of office.
Membership of the Executive Committee is open to all society members who have voting rights. Vacant Positions shall be notified in the society’s journal.
b) The Officers shall include the Chairman, and two Vice-Chairmen, one of whom shall represent the Genealogical interest and the other the Heraldic interest. The term of officers and members of the Executive Committee shall begin immediately after declaration of results of the election at the Annual General Meeting.
c) All members of the Executive Committee shall be elected by members of the Society who are present and voting at the Annual General Meeting. Nominations for membership of the Committee shall be submitted in writing beforehand.
d) Casual vacancies may be filled by co-option by the Executive Committee to undertake tasks which are deemed to be necessary for the proper and effective administration of the Society’s affairs.
e) A quorum of a Committee meeting shall consist of three members of the Committee.
f) A member of the Committee shall cease to hold office if he or she
i. is absent without permission of the committee for three consecutive Meetings.
ii. becomes incapable by reason of mental disorder, illness or injury, of managing or administering his or her own affairs.
iii. notifies the Committee a wish to resign but only if at least three members of the Committee will remain in office when resignation is to take effect.
iv. Officers or members normally due to retire at the time of an Annual General Meeting that may be delayed, shall do so in accordance with rules already in place and may be immediately co-opted as Clause 9 d).
g) The Executive Committee shall have power to establish, amend and abolish Rules, Bye Laws or Standing Orders to manage and govern the day-to-day business of the society but only in accordance with this Constitution.
a) An Annual General Meeting of the Society shall be held during the month of March, April or May in each year when the General Secretary shall present a report and the Treasurer shall submit the financial statement for approval.
b) Notice of the Annual General Meeting shall be given at least 28 days prior to the meeting by announcement in the society journal or by electronic means.
c) A Special General Meeting may be convened at the request of the Executive Committee or upon the written request of at least 25 members.
d) Notice of an SGM shall be the same as that for an AGM, per sub clause b) above
e) In the event an Annual General Meeting cannot be held at the time designated in a) above, then a Special General Meeting shall be held at the earliest possible opportunity.
f) An AGM (or SGM) may be a physical meeting held at any convenient place or be held using suitable internet video conferencing technology allowing simultaneous visual and audio participation. In this latter instance, the attendees must all be able to see and hear each other.
g) A quorum at a meeting shall be not less than 30 members. Decisions shall be made by a simple majority of those present and voting at the meeting.
h) If a quorum is not present within 30 minutes of the time appointed for the General Meeting or if during the General Meeting a quorum ceases to exist, the General Meeting shall be adjourned to such time and place as the Committee shall determine. The Committee must re-convene the meeting and must give at least 14 days clear notice of the re-convened General Meeting stating the date time and place of the General Meeting. If no quorum is present at the re-convened General Meeting within 15 minutes of the time specified for the start of the General Meeting, then the members entitled to vote present at that time shall constitute the quorum for that General Meeting
Except for rule 7 (annual rate of subscription) the rules may be amended by the Society at an Annual General Meeting or Special General Meeting called for the purpose by the members who are members on 1st February immediately preceding that General Meeting who attend and vote. Notice of the meeting shall be given as in Clause 10 above. No omission to notify a member shall invalidate the General Meeting. The rules shall only be amended if three quarters of those attending and voting, vote for such alteration.
Rule 7 may be amended at an Annual General Meeting or Special General Meeting in the same way as the other rules, save that the vote of one half of those attending and voting shall be sufficient for such alteration. The Chairman of the meeting shall in this instance have a casting vote or a second vote. Voting shall be by way of show of hands, or if using video conferencing technology, by electronic poll.
No alteration shall be made to this Constitution, however, which would cause the Society to cease to be a charity at law.
The Society may be dissolved by a resolution passed by not less than three quarters of those members present with voting rights at either an Annual or Special General Meeting called for the purpose, for which 28 days prior notice has been given in writing. Such a resolution may give instruction for the disposal of any assets held by the charity after all debts and liabilities have been paid, the balance left to be transferred to some other charitable institution or institutions having objects similar to those of the Society.
Under the terms of the Charities Act 1992, all members of the Executive Committee as constituted in Clause 9 above, are deemed to be Trustees.
For the purpose of any Lease held by the Society, three Trustees shall be nominated by the Executive Committee as parties to the Lease for the Society.
The Society may enter into guarantees provided that such guarantees may only be given for the purpose of the Society becoming a member of another body with which it is suitable for the Society to be associated with and which is, or is proposed to become, a company limited by guarantee and provided that the liability in respect of such guarantee shall not exceed £100.
a) All income and property of the Society shall be applied solely towards the promotion and execution of the objects of the Society as defined in Clause 3 above, and no portion thereof shall be paid or transferred directly or indirectly in any manner to any member of the Executive Committee or Society PROVIDED THAT nothing herein shall prevent reimbursement of reasonable out-of-pocket expenses properly incurred on behalf of the Society (including but not limited to the payment of an approved fee when engaged as a speaker) nor prevent any payment in good faith by the society of reasonable and proper remuneration to any Member, officer or servant of the Society not being a serving member of its Executive Committee for any services actually rendered to the Society.
b) The Executive Committee shall cause proper accounts to be kept with respect to all sums of money received and expended by the Society and the matters in respect of which such receipts and expenditures take place.
c) The Society’s financial year shall commence on 1st January and annual accounts shall be prepared in relation to each calendar year. A copy shall be made available to all Society members as soon as practicable. Where appropriate or necessary, the Society’s annual accounts shall be audited or independently examined as required by law prior to being approved by the Executive Committee and laid before the members.
16. Local Groups/Branches
a) The Executive Committee of the Society shall have the power to establish local groups/branches in furtherance of the Society’s objects and on such terms as the Executive Committee shall prescribe. In the event of a group being so formed, any property or funds acquired by it shall belong to the Society.
b) Each group so established shall comply with this Constitution and act in pursuance of its objects and be subject to regulations or bye-laws approved by the Executive Committee. Such Regulations shall include provisions dealing with the maintenance of a bank account by the Group, an acknowledgment that it forms part of the Society and that it will comply with the Society’s Constitution.
c) Any local group shall be administered by a local Committee with a minimum of five officers. A quorum of any such Committee meeting shall be three. At any local group business Meeting, a quorum shall be 12 members. Where these cannot be achieved due to local attendance figures being small, then the local committee shall determine suitable numbers. The decision shall be taken at local business meetings level and shall be recorded in those minutes AND the Trustees notified for inclusion in the Standing Orders.
d) If a quorum is not present Clause 10 h above will apply to meetings of local groups.
e) A Group may be suspended at any time by a resolution of the Executive Committee or dissolved on a resolution of the members at a General Meeting (including an Annual General Meeting) of the Society. Such resolutions shall give directions and instructions as to the transfer of assets and responsibility for liability of the local group during suspension or following dissolution as the case may be.
f) Subject to the above, a group may generally manage their own affairs but shall not pledge the credit of the Society.
a) The members of the Executive Committee shall each be indemnified by the Society against any liability claim or demand arising from any action taken or omission in good faith by them on behalf of the Society or its Members in the administration of the Society.
b) A member of the Executive Committee may benefit from trustee indemnity insurance cover purchased at the Society’s expense and in accordance with and subject to Section 189 of the Charities Act 2011 or any subsequent amendment.
Adopted 1 Dec 1976
Amended and approved at AGM 5th May 2021. Charity Commission duly notified
Clause 10 g) Quorum Numbers Amended and approved at AGM 10th June 2023. Charity Commission duly notified