Draft Constitution for GAGB

Drawn up by Bill D (wwh) and amended by other committee members

A - Name

The name of the Association is The United Kingdom Caching Association, herein after referred to as the Association.

B - Administration

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

C - Objects

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

To enhance caching 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 cachers 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 The United Kingdomn
• ensuring that the positive educational, environmental and recreational aspects of caching are properly represented
• helping new members of the caching community when they begin

To keep membership of Association free of charge.

To keep the Asociation "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 Association.
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. Individual Member – 13 or older with voting rights.
2. Junior Individual Member - Younger than 13 with no voting rights.
3. Membership of the Association is on an annual basis, and runs from 1st April to the 31st March, and members are required to renew their membership on an annual basis.
4. Individual Members whose membership begins, or is renewed, on or after October 1st are not eligible to vote in the annual Association elections that take place in November of that year.
5. 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.
6. Anyone becoming a Member agrees to receive such mailings as the Executive Committee deem appropriate.

F - Honorary Officers

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

G - Executive Committee

1. The Executive Committee shall consist of not more than 9 members, being the Chairman and not more than 8 members elected during the month of November who shall hold office from the conclusion of that election.
2. In the event that fewer candidates stand for the committee than there are places on the committee, then the candidates who stand shall become the committee, and shall have the power to co-opt Individual Members to fill one or more of the vacant places.
3. In the event that fewer candidates are elected than there are places on the committee, the candidates who are elected shall have the power to co-opt Individual Members to fill one or more of the vacant places.
4. If a committee member resigns during his or her term of office, the committee shall have the power to fill the vacant place by co-opting an Individual Member.
5. Co-opted Members shall have the same voting rights as Elected Members.
6. 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.
7. The Executive Committee shall have the power to designate Appointed Members to carry out tasks that none of the committee members have the abilities or capabilities to carry out.
8. Appointed Members shall be able to take part in all committee discussions, but shall have no voting powers on committee business.
9. The Executive Committee shall, on taking office, designate from amongst their number a Treasurer and a Secretary. If either or both of those positions cannot, for whatever reason, be filled from amongst their number, the Executive Committee shall have the power to designate an Associate Member or Members to fill those positions.
10. 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.
11. 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.
12. Only Individual Members as specified in Clause E1 above may stand for election to the committee.
13. Candidates must be nominated and seconded by Individual Members. Nominations may be made at any time after the relevant election dates are posted, up until one week before the election begins. A nomination must be seconded no later than one week before the election begins in order to be valid. Nominations and secondings may be made in the forum thread in which the election is announced, or directly to the Chairman.

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. Takes no part in Executive Committee discussion or voting, whether online or by other means, for a period of six months and the Executive Committee resolve that he or she be removed from office, 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 Association: 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 - Proceedings of the Executive Committee

1. The Association is an online organisation, and the Executive Committee shall carry out most if not all of its business online. The Committee may at its sole discretion occasionally carry out business by other means, including but not limited to teleconferences and real-world meetings.
2. If business is carried out by means other than online then the Chairman shall act as chairman of the proceedings. If the Chairman is absent then the members of the Executive Committee who are present shall choose one of their number to act as chairman of the proceedings before any other business is transacted.
3. The quorum for proceedings other than online shall be five.
4. When business is carried out online all matters that are voted upon shall be decided by a simple majority of the total number of voting members of the Executive Committee, regardless of the actual number who vote. When business is carried out by means other than online all matters that are voted upon shall be decided by a majority of all members present. In the case of equality of votes the Chairman, or if the Chairman is not present then the acting chairman, shall have a second or casting vote.
5. The Executive Committee shall keep minutes, in any suitable format, of business carried out by any means other than online by 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 Individual 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. All acts and proceedings of any such sub-committee shall be fully reported to the Executive Committee.

K - Receipts and expenditure

1. Members of the Executive Committee shall be entitled to claim and receive reimbursement for expenses which they incur in the course of carrying out the Association’s business. Individual Members who incur expenses through carrying out business at the express request of the Executive Committee shall be entitled to claim and receive reimbursement for those expenses, provided only that the Executive Committee shall be entitled to refuse to reimburse expenses which they deem to be excessive.
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 April.
3. The funds belonging to the Association shall be applied only in furthering the objects.

L - Accounts

1. Any member in possession of Association 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 31st March in every year.

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

1. The Association, being an “online organisation”, intends to conduct its business primarilly if not solely 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 Individual 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. There shall be two elections, first for the post of Chairman, then for the posts of Committee Members. Each election shall run for at least 4 days, and no more than 14 days.
6. Only Individual Members may vote.
7. In the election for the post of Chairman, each Individual Member shall have one vote. In the elections for the posts of Committee Members, each Individual Member shall have as many votes as there are candidates, but may use as many or as few of those votes as they choose.
8. Voting will normally be carried out by email to an independent Returning Officer appointed by the Executive Committee, but the Executive Committee shall be empowered to have voting carried out by other means. Circumstances in which the Executive Committee may do this shall include, but are not limited to, a failure to find a suitable independent Returning Officer. A vote will only be deemed valid if at least 10 Individual Members of the Association 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 who take part in the vote on that resolution. 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 Individual Members of the Association, 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 who take part in the vote on that resolution the Executive Committee shall have power to realise any assets held by or on behalf of the Association. 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 Association as the Executive Committee may determine or failing that shall be applied for some other suitable purpose.

This revised constitution was adopted by the Association membership.