CONSTITUTION

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1. Society

 

1.1 The Society shall be known as the SOCIETY FOR THE HISTORY OF WAR, referred to hereafter as ‘the Society’.

 

1.2 The aims of the Society are to advance, support and encourage the teaching, research and understanding of the history of war across time, spaces and cultures and, in furtherance of this object, to promote the dissemination of research results and to advance the education of the public in this field.

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2. Membership

 

2.1 Membership of the Society is on a personal basis only.

 

2.2 Membership of the Society shall be open to those engaged in teaching and research in the history of war, broadly defined, who are in sympathy with the aims of the Society.

 

2.3 Membership is subject to payment of an annual subscription. A member shall be deemed to have resigned their membership if their subscription is more than one year overdue.

 

2.4 Membership is administered per calendar year. All memberships should be renewed by the end of December, ready for the following year.

 

2.5 Changes in the annual subscription shall be proposed by the Executive Committee and shall require the approval of the Annual General Meeting. Members are at liberty to make additional financial contributions to the Society, if they wish.

 

2.6 Membership confers access to all the services provided by the Society.

 

2.7 The Executive Committee shall have the power to suspend or expel members for cause, after a proper hearing, and to restore them to membership after an expulsion or suspension.

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3. Officers

 

3.1 The Officers of the Society shall be: the Chair, the Treasurer, and the Secretary. All three are ex officio members of the Executive Committee.

 

3.2 The Chair, the Treasurer, and the Secretary shall be elected by the Executive Committee from among the elected members of the Executive Committee and their tenure of office shall be for a period of three years in each instance.

 

3.3 A year prior to the expiry of the Chair’s term of office, the Executive Committee shall elect a successor designate who will shadow the incumbent during their final year. It is normally expected that, upon expiry of their three-year term, a Chair will remain on the Executive Committee for a further year as an ordinary Executive Committee member.

 

3.4 If for any reason any Officer is unable to take up or to continue in office, the Executive Committee may fill the vacancy from among the elected members of the Executive Committee, or if no one is available from the Executive Committee, from among the other members of the Society. 

 

3.5 Offices may not be combined: only one office may be held by a member at any one time.

 

3.6 Upon completion of their term of office, an Officer may be elected by the Executive Committee to another of the positions named in 3.2 for another term of office of three years. Officers are not eligible for a third term in any position until at least a year has elapsed in which they have not been an Executive Committee member.

 

3.7 The Chair’s responsibilities are:

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• To lead the Society in accordance with the aim stated in Article 1.2

• To represent the Society externally

• To chair the Executive Committee, AGM and EGM

 

3.8 The Secretary’s responsibilities are:

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• To record the Executive Committee, AGM and EGM minutes and to present these as required in a timely fashion

• To notify members of the time and location of the AGM and EGM and, in consultation with the Chair, to prepare and disseminate the agenda

• To act as Returning Officer for elections to the Executive Committee

• To act as co-signatory to the Society’s bank account

 

3.9 The Treasurer’s responsibilities are:

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• To act as custodian of the Society’s finances

• To receive and deposit membership subscriptions

• To arrange transfer of funds to support agreed Society activities

• To prepare and present annually a financial report to the AGM

• Act as co-signatory to the Society’s bank account

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4. Executive Committee

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4.1 The Society shall have an Executive Committee consisting of 12 members including the three Officers (Chair, Treasurer, Secretary).

 

4.2 The term of Executive Committee membership is three years, except in the case of the Officers whose period of tenure is suspended for a maximum of two terms while they hold office.

 

4.3 Candidates for election to the Executive Committee must have been members of the Society for at least one year and must be proposed and seconded by members of the Society and apply using the approved nomination form which will be disseminated to members.

 

4.4 If more than one nomination has been received for each Executive Committee vacancy, the Secretary shall prepare a secret ballot and shall act as Returning Officer for the elections to be held at the AGM. 

 

4.5 The Executive Committee shall have the power to co-opt (a) to complete the Office holders, (b) to complete the membership of the Executive Committee [4.1] and (c) for specific purposes. Such co-opted members shall serve until the subsequent Annual General Meeting, where they will stand for election.

 

4.6 Five members of the Executive Committee shall constitute a quorum provided at least two of the three Officers are included in this number

 

4.7 The Executive Committee shall meet at least twice a year.

 

4.8 If non-attendance is recorded at more than two successive meetings of the Executive Committee, membership of the Executive Committee shall lapse unless adequate explanation is given to the satisfaction of the Executive Committee.

 

4.9 The Executive Committee shall manage and direct the affairs, funds and property of the Society unless otherwise specified by this constitution.

 

4.10 Decisions of the Executive Committee shall be taken collectively. A simple majority shall decide if a vote is considered necessary. In the event of a tie, the Chair shall make the casting vote.

 

4.11 No member of the Executive Committee shall benefit financially from Society funds beyond reimbursement of such expenses as are agreed for meetings. A member must recuse themselves from discussion of any decision in which they have a direct interest (e.g. application for funding to support an event).

 

4.12 Members of the Executive Committee who are not Officers shall be entrusted with one of the following portfolios for their period of membership of the Executive Committee:

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• Membership Secretary to maintain membership records and contact lists in accordance with Data Protection legislation, and to liaise with the Treasurer to ensure timely collection of membership subscriptions

• Web Director to maintain and enhance the Society’s web presence and social media activity

• Conference Coordinator to assist in organising the Annual Conference and such events as agreed by the Executive Committee

• Postgraduate Representative to promote the interest of PG members

• Such portfolios that shall be identified by the Executive Committee in pursuit of the Society’s aims as set out in Article 1.2

 

4.13 The Executive Committee shall collectively act as the Society’s Trustees for compliance with the requirements of the Charity Status’

 

4.14 The Executive Committee shall have the power to convene Sub-Committees as required [5]

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5. Sub-Committees

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5.1 All Sub-Committees are responsible to the Executive Committee and shall report to it as required by the agenda.

 

5.2 Sub-Committee membership shall normally be drawn from the membership of the Executive Committee. The Convenor of the Sub-Committee shall always be a member of the Executive Committee.

 

5.3 The Executive Committee may grant to a sub-committee convenor powers to co-opt additional members to individual Sub-Committees.

 

5.4 Each Sub-Committee shall be subject to review annually by the Executive Committee.

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6 Annual General Meeting

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6.1 An Annual General Meeting (AGM) shall be held during the Society’s annual conference.

 

6.2 The Secretary prepare the agenda in consultation with the Cahir and shall announce the time and place of the AGM with at least thirty days’ notice through the Society’s outlets (e.g. website, email). The agenda of the AGM should be finalised and circulated by email to the membership, along with the Officers’ reports, at least seven days before the meeting. 

 

6.3 A Society member wishing to have any matter placed on the agenda should inform the Secretary in writing no later than twenty-one days before the meeting.

 

6.4 The AGM shall undertake the following business:

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• Receive the Chair’s report on the Society’s activities

• Treasurer’s financial report

• [WHEN STATUS OBTAINED] The Trustee’s report to be submitted to the Charities Commission

• Such other reports as deemed necessary by the Executive Committee

• The election of members to the Executive Committee

• The approval of a qualified person to examine the Society’s accounts and Trustee’s Report for the current year. Such a person shall have experience with accounting and the running of charitable societies, and be independent of the Executive Committee

• Where necessary, to approve changes in the annual membership subscription proposed by the Executive Committee

• To take such other decisions deemed necessary in pursuit of the Society’s aims as set out in Article 1.2

• To respond to members’ questions and suggestions under Any other Business

 

6.5 The AGM shall be chaired by the Chair of the Executive Committee or, in the Chair’s absence, by such members of the Society as the meeting shall determine.

 

6.6 The quorum for the AGM shall be twenty members or one-fifth of the membership, whichever is the lesser. If the quorum is not reached, a new AGM can be held immediately.

 

6.7 Voting at the AGM shall be by simple majority, except in the case of proposed alterations to this constitution (Article 9.3).

 

6.8 The Executive Committee may determine such procedural standing orders as it sees fit for the transaction of Society business, provided no such standing orders shall contravene this Constitution. 

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7. Extra-Ordinary General Meeting

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7.1 The Secretary shall summon an Extra-Ordinary General Meeting (EGM) at the request of the Executive Committee or upon the written request of at least twenty members of the Society. Such a request shall state the purpose for which the meeting is to be held.

 

7.2 The Secretary shall announce the time and place of the EGM with at least thirty days’ notice through the Society’s outlets (e.g. website, email). The agenda of the EGM should be finalised and circulated by email to the membership, along with the Officers’ reports, at least a week before the meeting.

 

7.3 The quorum for the EGM shall be twenty members or one-fifth of the membership, whichever is the lesser. If the quorum is not reached, the Executive Committee shall decide whether it is necessary to call a further EGM.

 

7.4 The EGM shall follow the same rules concerning chairing, voting and procedure as the AGM.

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8. Dissolution

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8.1 The Society may be dissolved by a resolution passed by a two-thirds majority of those present and voting at an Extra-Ordinary General Meeting, convened for that purpose and in accordance with Article 7. 

 

8.2 Such a resolution may give instructions for the disposal of any assets held by or in the name of the Society, provided that if any property remains after the satisfaction of all debts and liabilities, and that such property shall not be paid to, nor distributed among the Society’s members, but shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the Society, as the Society may determine and if, and in so far as, effect cannot be given to this provision, then to some other charitable purpose.

 

 

9. Constitution

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9.1 Amendments to this constitution shall be made only at a properly convened Annual General Meeting or Extra-Ordinary General meeting. Proposed amendments shall be made by either the Executive Committee or twenty members of the Society who shall submit their proposals in writing to the Executive Committee.

 

9.2 Proposals to amend the Constitution shall be detailed on the Agenda of the Annual general Meeting or the Extra-Ordinary General meeting.

 

9.3 Amendments to the constitution shall be deemed carried only if they receive the votes of two-thirds of those members voting.

 

To come into effect once the Society has Charitable Status:

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9.4 No alteration shall be made to Article 1.2 without the prior approval of the Charities Commissions and no alternation shall be made to this Constitution which would cause the Society to cease to be a charity in law