Constitution of The Geocaching Association of Great Britain.

A - Name

The name of the Association is The Geocaching Association of Great Britain (GAGB).

B - Administration

Subject to the matters set out below the GAGB shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clauses G and P of this constitution (“the Executive Committee”).

C - Objects

The GAGB's objects ("the objects") are:

To enhance geocaching and to progress it as an activity within Great Britain and Northern Ireland by:

• liaising with land owners, agreeing mutually beneficial guidelines so that caching on their land is approved and encouraged (for members and non-members alike)
• helping all associates to enjoy the activity without falling foul of the civil and criminal laws of the land
• establishing good caching practices by accepting advice from land, environmental, archaeological, historical and other relevant bodies
• acting as intermediaries, and being the first point of call for all interested parties in Great Britain
• ensuring that the positive educational, environmental and recreational aspects of geocaching are properly represented
• helping new members of the geocaching community when they begin

To keep membership of GAGB free of charge.

To keep GAGB "non-commercial".

D - Powers

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

1. Power to invite and receive contributions.
2. Power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the GAGB.
3. Power to co-operate with other organisations and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them.
4. Power to appoint and constitute such advisory committees as the Executive Committee may think fit.
5. Power to do all such other lawful things as are necessary for the achievement of the objects.

E - Membership

1. Membership of the GAGB shall be open to any person aged 12 years or over interested in furthering the objects.
2. Every voting member shall have one vote.
3. The Executive Committee may, by majority vote of at least five members, 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 Executive Committee, accompanied by a friend, before a final decision is made.

F - Honorary Officers

During the month of November the members shall elect from amongst themselves a chairman.

G - Executive Committee

1. The Executive Committee shall consist of not more than 6 members being:
   1. the honorary officer specified in the preceding clause
   2. not more than 5 members elected during the month of November who shall hold office from the conclusion of that election
2. The Executive Committee may in addition appoint not more than 2 co-opted members, but no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made during a special meeting of the Executive Committee called under clause J and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
3. If the Executive Committee should drop below 5 members (including co-opted), the vacant posts (including co-opted) shall be put to the members for election.
4. All the members of the Executive Committee shall retire from office together at the end of the next annual election in November, but they may be re-elected or re-appointed.
5. The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
6. Nobody shall be appointed as a member of the Executive Committee who is aged under 18 at the time of taking office.
7. All Executive Committee members must be voting members of the GAGB.

H - Determination of Membership of Executive Committee

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

1. Becomes incapable by reason of mental disorder, illness or injury of managing and administering their own affairs;
2. Is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
3. Notifies to the Executive Committee a wish to resign.

I - Executive Committee Members not to be personally interested

1. No member of the Executive Committee shall acquire any interest in property belonging to the Association (otherwise than as a trustee for the Association) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by Executive Committee. Subject to the provisions of sub-clause (2) of this clause.
2. Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the GAGB: Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting during which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

J - Meetings and proceedings of the Executive Committee

1. The Executive Committee shall hold at least four meetings each year. Whilst there is no formal notice period to call a meeting, the business of any meeting held with less than 6 days notice should be ratified at the next meeting. 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 of meetings of the Executive Committee. If the Chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
3. The quorum for meetings shall be 4.
4. Every matter shall be determined by a majority of votes of the members of the Executive Committee present. In the case of equality of votes the chairman of the meeting shall have a second or casting vote.
5. The Executive Committee shall keep minutes, in any suitable format, of the proceedings of meetings of the Executive Committee and any sub-committee.
6. The Executive 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 Executive Committee may appoint sub-committees consisting of three or more members of the Association, one of which must be a member of the Executive Committee, for the purpose of performing any function which in the opinion of the Executive Committee would be more conveniently undertaken by a sub-committee: provided that all acts and proceedings of any such sub-committee shall be fully reported to the Executive Committee.

K - Receipts and expenditure

1. All costs incurred by the GAGB (travelling expenses, website costs, etc.) will be covered by the Executive Committee members themselves and generous voluntary donations from third parties without return (such as advertisement or other form of benefit).
2. Any funds of the GAGB, including all donations contributions and bequests, shall be held in a manner decided by the Executive Committee.
3. The funds belonging to the GAGB shall be applied only in furthering the objects.

L - Accounts

1. Any member in possession of GAGB funds shall keep proper accounts of its use. Details of all income received and payments made shall also be copied to the designated Executive Committee member who acts as treasurer.
2. A statement of accounts for the previous financial year shall be submitted by the Executive Committee to the members annually at the end of October.
3. The Financial Year shall end on 30th September in every year.

M - Annual General Meeting / Special General Meetings / Other discussions

1. The GAGB, being an “online organisation”, intends to conduct all its business online.
2. All formal discussions and voting which might normally be carried out at AGM's, EGM's etc will be carried out online.
3. Formal proposals will require a minimum of 7 days notice, and must be proposed by either the Executive Committee, or a minimum of 6 members. Proposals require a simple majority of those members voting to be carried. Voting will last for at least 4 days, and no more than 14 days.
4. Elections for all Executive Committee posts will be held annually during the month of November. Nomination for the posts must be made in the relevant forum, or by email to the Chairman, at least 7 days before the declared election date. Should nominations exceed vacancies, election shall be by ballot. The election dates shall be posted no later than 1st October each year.
5. Only “voting members” may vote. Any member who joins after the call for discussion will not be entitled to cast a vote.
6. A vote will only be deemed valid if at least 10 “voting members” of the GAGB cast a vote.

N - Alterations to the Constitution

1. The Constitution may be altered by a resolution passed by not less than two thirds of the members voting. The notice of the discussion must include notice of the resolution, setting out the terms of the alteration proposed.
2. Failed resolutions may not be re-proposed within a 4 month period.

O - Dissolution

If the Executive Committee decides that it is necessary or advisable to dissolve the Association it shall call an online discussion of all members of the GAGB, 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 voting the Executive Committee shall have power to realise any assets held by or on behalf of the GAGB. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the GAGB as the members of the GAGB may determine or failing that shall be applied for some other suitable purpose.

P - Arrangements until first Annual General Meeting

Until the first annual election takes place (in November 2004), this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose names appear below. It is noted that the post of Chairman is vacant at this time.

Initial GAGB Executive Committee:

• Peter Bancroft
• Paul Blitz
• Dave Edwards
• Ian Harris
• Sarah Tate

This constitution was adopted on 16th February, 2004 by the GAGB membership.