Constitution

  1. The Society shall be called ‘The Beatrix Potter Society’ and shall have its base in England. 

  2. The Society shall seek to educate the public in and promote research into the life and works of Beatrix Potter by all the charitable ways that the Society believes would have met with her approval and the Society shall publish the results of the research; and in furtherance of these objects, but not further or otherwise, the Society will have the following powers:

    (a) to afford a means of communication for the exchange of ideas between scholars and others who have a mutual interest in the life and works of Beatrix Potter;

    (b) to hold meetings where knowledge and opinion about the life and works of Beatrix Potter can be communicated, shared and discussed;

    (c) to arrange visits to places of interest connected with the life and works of Beatrix Potter;

    (d) at suitable times to sponsor and support special charitable projects relating to the life and works of Beatrix Potter;

    (e) to produce or assist in the production of publications promoting these objects;

    (f) when funds permit, to purchase at auction or on any other occasion items by or relating to Beatrix Potter;

    (g) to do all lawful things necessary to advance the objects.

  3. Officers of the Society

    (a) President  –  The President shall be elected at the Society’s first Annual General Meet­ing and shall be deemed to have been elected for life or until the President shall choose to relinquish his or her office, whereupon a successor shall be elected by a majority of votes at an Annual General Meeting of the Society.

    (b) Committee

    (i) There shall be a Committee of eight elected persons. A Committee member may serve for three years and be eligible for re-election for a further three years at the end of which he or she must stand down. Such a person may not stand for re-election for a period of at least one year. Only one of the eight elected Committee members should be resident outside England, Wales, Scotland or Northern Ireland at any one time.

    (ii) A Committee member may retire from the Committee at any time during his or her term of office, in which event a replacement will be elected at the next Annual General Meeting. Until the next Annual General Meeting the Committee may appoint a replacement for the purpose of undertaking specific work which would otherwise have been undertaken by the retiring Committee member, but pending the next Annual General Meeting such replacement shall not have any voting power.

    (iii) The elected Committee shall annually appoint from its number a Chairman, Secretary and Treasurer. The Committee shall hold Committee meetings at their discretion, the quorum being four. 

    (iv) The elected Committee shall have power to co-opt not more than two additional Members of the Society as they think fit. Such co­-opted members will not have the right to vote on Committee decisions. 

    (v) In addition the Committee may appoint, at their discretion, representatives in countries outside the UK as they see fit. Such representatives must be Members of the Society and shall be circulated with the Committee minutes. They may be invited to attend Committee meetings but shall not have the right to vote on Committee decisions.

    (vi) The Committee may elect or appoint from their number sub-committees or representatives for any special purpose and shall have the power to co-opt any other Member of the Society whose services they consider valuable to the sub-committee and representatives.

    (vii) 

    The Committee may annually invite representatives of any bodies, trusts, libraries or museums which the Committee deems to have important connections or asso­ciations with the life or work of Beatrix Potter to serve as ex-officio members of the Committee. The bodies represented by these ex-officio Committee members must be Members of the Society. The representatives shall be invited to attend all Committee meetings, be circulated with the minutes, but shall not have the right to vote on Committee decisions.

    The Committee need not appoint such an ex-officio representative if the body, trust or museum is already represented by an elected Committee member. 

    (viii) No member of the Committee may receive any benefit in money or in kind from the Society; or have a financial interest in the supply of goods or services to the Society; or acquire or hold any interest in property of the Society (except in order to hold it as a Trustee of the Society) without the prior written approval of the Charity Commissioners, unless such benefit is allowed under current regulations or guidance of the Commissioners. Any such benefit or payment must be authorised first by the Committee, excluding the person involved.

  4. The Society shall maintain annual accounts, and such accounts audited or independently examined in accordance with conditions laid down by the Charity Commissioners must be presented at the Annual General Meeting. Banking or Building Society accounts shall be maintained in the name of the Society and all cheques and other financial transactions shall bear the signatures of two authorised Officers of the Society.

  5. The Society shall hold an Annual General Meeting at which the Chairman, Secretary and Treasurer shall present their reports for the previous year. At least twenty-eight days’ notice of the meeting shall be given in writing to each Member. Ten Members shall constitute a quorum.

  6. Any person or institution may become a Member of the Society on payment of the annual subscription. This shall become due on 1 January annually. The size of the subscription shall be fixed at the Annual General Meeting. Institutional Members shall be entitled to one vote only. 

  7. Members shall be bound by the aims and objects of the Society. The Com­mittee shall have the power to exclude Members or to refuse membership, but this must be the unanimous decision of the Committee. The decision shall be communicated to the Member in writing by the Secretary. The excluded person shall have the right of appeal to the next General Meeting. 

  8. An Extraordinary General Meeting of the Society may be called at the wish of not less than 10% of the fully paid up membership; at least twenty-one days’ notice shall be given in writing to each Member.

  9. The Society may elect honorary Members or honorary Vice-Presidents at its discretion; this must take place at a General Meeting of the Society, and a two-thirds majority of those present shall be necessary. 

  10. The Society may appoint Special Committees for particular purposes as it considers necessary. Such a Special Committee shall be answerable to the Society, which will hold overall responsibility. Each such Special Committee shall include at least one Officer of the Society. Any profit or loss shall be deemed to be the responsibility of the Society as a whole. For convenience of the Special Committees, separate financial arrangements may be made, with the knowledge and approval of the Treasurer. Special bank accounts may be opened for the duration of the Special Committee’s work, until the final balance sheet and statements of account are approved by the Society. A Special Committee shall report their decisions to the Officers of the Society as soon as possible.

  11. The Constitution may be amended at any General Meeting of the Society provided that at least twenty-eight days’ notice is given to each Member in writing, and the nature of the amendment is described in such notice. No amendment shall be made at any time to the Constitution which would cause the Society to cease to be a Charity in law, and no amendments shall be made to the objects, this clause or the dissolution clause.

  12. A copy of this Constitution shall be sent to each Member on joining the Society. 

  13. The Society may be dissolved by a Resolution passed by two-thirds majority of those present and voting at a Special General Meeting convened for that purpose of which twenty-one days’ notice shall have been given to the Members. Such Resolution may give instructions for the disposal of any assets held by or in the name of the Association, provided that if any property remains after the satisfaction of all debts. and liabilities, such property shall not be paid to or distributed among the Members of the Society but shall be given or transferred to such other charitable institution or institutions having similar objects to the Society as the Society with the approval of the Charity Commis­sioners or other authority having charitable jurisdiction shall determine.

    March 2014 (revised)