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The Sydenham Society Constitution

Formed November 1972.

1. NAME

The name of the Society shall be the Sydenham Society, hereinafter referred to as the Society.

2. OBJECTS

The Society is established for the community benefit for the following purposes in the area comprising Sydenham SE26 situate in the London Borough of Lewisham, and adjoining parts of Forest Hill SE23, and any other relevant adjoining area. This area shall hereinafter be referred to as “the area of benefit”.

  • (a) to stimulate public interest and to promote civic pride in the area of benefit
  • (b) to promote high standards of planning, architecture and services in the area of benefit
  • (c) to secure the conservation and enhancement of amenities and features of public interest in the area of benefit

In furtherance of these objects but not otherwise the Society its Executive Committee shall have the following powers,

  • (i) To enquire into matters affecting the area of benefit, and to use the results in whatever way the Executive Committee considers appropriate.
  • (ii) To act as co-ordinating body and/or to co-operate with the Local Authorities – Government Departments – Transport Authorities – Public and Private Companies – Charities – Voluntary Organisations and persons having objects wholly or in part similar to those of the Society.
  • (iii) To further the cultural and artistic life of the area of benefit by holding meetings, lectures, exhibitions and social gatherings.
  • (iv) To promote or assist in promoting activities of a charitable nature throughout the area of benefit.
  • (v) To make surveys and prepare drawings and plans and collect information in relation to any place, construction or building of interest or amenity value within or adjacent to the area of benefit.
  • (vi) To inspect Planning Applications, prepare maps and drawings and collect information in relation to any new or proposed building, construction, or development within or adjacent to the area of benefit.
  • (vii) To publish a Newsletter from time to time for the information of Members and to circulate papers, reports and other literature where the need arises within the area of benefit.
  • (vii) To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise provided that this will be without prejudice to the ability of the Society to disclaim any gift, legacy or bequest in whole or part in such circumstances as the Society may think fit; provided also that the Society shall not undertake any permanent trading activities in raising funds for its objects.
  • (ix) To invest the moneys of the Society not immediately required for the furtherance of its objects in or upon such investments, securities or property as the Executive Committee may think fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law or by the special trusts affecting any property held by the Society.
  • (x) To acquire, by purchase, gift or otherwise, property whether subject to any special trust or not provided that this will be without prejudice to the ability of the Society to disclaim any gift or legacy in whole or in part in such circumstances as the Society may think fit.
  • (xi) To make appropriate provision for storage of archives and other relevant information.
  • (xii) Subject to such consents as may be required by law, to sell, let, mortgage, dispose of or turn to account all or any of the property or funds of the Society as shall be necessary.
  • (xii) Subject to such consents as may be required by law, to borrow or raise money for the objects of the Society on such terms and on such security as the Executive Committee shall think fit.
  • (xiv) To do all such other lawful things as are necessary for the attainment of the said objects, but so that the liability of the Member is limited and every Member of the Society undertakes to contribute such amount as may be required (not to exceed the amount of the annual subscription of the Member) to the Society’s assets if it should be wound up while they are Member for payment of the Society’s debts and liabilities, and of the cost, charges and expenses of winding up and for the adjustment of the rights of the contributors among themselves.

2. MEMBERSHIP

Membership shall be open to all who are interested in furthering the objects of the Society.  The subscription of a member joining the Society shall be considered as covering the membership of the Society’s year commencing on 1 January following the date of joining the Society.

3. SUBSCRIPTIONS

The annual subscriptions shall be such reasonable sum as the Executive Committee shall determine from time to time.  It shall be payable on 1 January for the ensuing calendar year and if it is not paid by 31 December of that year membership shall normally be terminated forthwith.

4. MEETINGS

An Annual General Meeting shall be held in the spring of each year to receive the Steering Committee’s report and audited accounts and to elect Officers and Members of the Executive Committee, and to appoint an auditor. The Executive Committee shall decide when ordinary meetings of the Society shall be held.

Special General Meetings of the Society shall be held at the written request of twenty or more members whose subscriptions are fully paid up. Forty members personally present shall constitute a quorum for an Annual General Meeting and/or Special General Meeting.

The Executive Committee shall give at least 14 days’ notice of any public Meetings of the Society.

5. OFFICERS

Nominations for the election of Officers shall be made in writing to the Secretary at least 7 days before the Annual General Meeting. Such nominations shall be supported by a seconder and the consent of the proposed nominee must first have been obtained. The election of the Officers shall be completed prior to the election of further Executive Committee members.

Nominees for election as Officers or Executive Committee members shall declare at the Annual General Meeting at which their election is to be considered any financial or professional interest known or likely to be of concern to the Society.

The Officers of the Society shall consist of:

  • Chairman
  • Vice-Chairman
  • Honorary Secretary
  • Honorary Treasurer
  • Honorary Membership Secretary

all of whom shall relinquish their office every year and shall be eligible for re-election at the Annual General Meeting. A President and Vice-Presidents may also be elected at a General Meeting of the Society, for periods to be decided at such a meeting. The Executive Committee shall have the power to fill vacancies occurring amongst the Officers of the Society.

6. THE EXECUTIVE COMMITTEE

The Executive Committee shall be responsible for the management and administration of the Society. The Executive Committee shall consist of the Officers and not less than 6 and not more than 12 other members. The Executive Committee shall have the power to co-opt further members (who shall attend in an advisory and non-voting capacity).  In the event of an equality in the votes cast, the chairman shall have a second or casting vote. Nominations for elections to the Executive Committee shall be made in writing to the Secretary at least 7 days before the Annual General Meeting. They must be supported by a seconder and the consent of the proposed nominee must first have been obtained. If the nominations exceed the number of vacancies, a ballot shall take place in such a manner as shall be determined. Members of the Executive Committee shall be elected annually at the Annual General Meeting of the Society, and out-going members may be re-elected. The Executive Committee shall meet not less than seven times a year at intervals of not more than two months and the Secretary shall give all members not less than seven days notice of each meeting. The quorum shall comprise not less than one half of the members of the Executive Committee

SUB COMMITTEES

The Executive Committee may constitute such sub-committees from time to time as shall be considered necessary for such purposes as shall be thought fit. The Chairman and Secretary of each sub-committee shall be appointed by the Executive Committee providing the consent of the nominated person has already been obtained. All actions and proceedings of each sub-committee shall be reported to and be confirmed by the Steering Committee as soon as possible. Sub-committees shall be subordinate to and may be regulated or dissolved by the Executive Committee. Members of the Executive Committee may be members of any sub-committee and membership of a sub-committee should be no bar to membership of the Executive Committee.

7. DECLARATION OF INTEREST

It shall be the duty of every member who is in any way directly or indirectly interested financially or professionally in any item discussed at any meeting of the Society (including any meeting of the Executive Committee or Sub-Committee) at which he or she may be present to declare such interest and he or she shall not discuss such item (except by invitation of the Chairman) or vote thereon.

8. EXPENSES OF ADMINISTRATION AND APPLICATIONS OF FUNDS

The Executive Committee shall, out of the funds of the Society, pay all proper expenses of administration and management of the Society.  After the payment of the administration and management expenses and the setting aside to reserve of such sums as may be deemed expedient, the remaining funds of the Society shall be applied by the Executive Committee in furtherance of the objects of the Society.

9. TRUSTEES

Any freehold and leasehold property acquired by the Society shall, and if the Executive Committee so directs any other property belonging to the Society may be vested in trustees who shall deal with such property as the Executive Committee may from time to time direct. Any trustees shall be at least three in number or a trust corporation which need not be a member of the Society. The power of appointment of trustees or new trustees shall be vested in the Executive Committee. A trustee shall be a fully paid up member of the Society but no person whose membership lapses by virtue of clause 4 hereof shall thereafter be qualified to act as a trustee unless and until such person rejoins the Society and becomes a fully paid up member and is re-appointed as trustee by the Executive Committee. The Honorary Secretary shall from time to time notify the trustees in writing of any amendment hereto and the trustees shall not be bound by any such amendments in their duties as trustees unless such notice has been given. The Society shall be bound to indemnify the trustees against all expenses incurred by the trustees in their duties (including the proper charge of a trustee being a trust corporation) and liability under such indemnity shall be a proper administrative expense.

10. AMENDMENTS

This Constitution may be amended by a two-thirds majority of members present at an Annual General Meeting or Special General Meeting of the Society, provided that 28 days’ notice of the proposed amendment has been given to all members.

11. NOTICES

Any notice required to be given to a member by the Society shall be deemed to be duly given if left at or sent by prepaid post addressed to the address of that member last notified to the Honorary Membership Secretary.

12. WINDING UP

The Society may be dissolved by a two-thirds majority of members voting at an Annual General Meeting or Special General Meeting of the Society confirmed by a simple majority of members voting at a further Special General Meeting held not less than 14 days after the previous Meeting. It a motion for the dissolution of the Society is to be proposed at an Annual General Meeting or a Special Meeting this motion shall be referred to specifically when notice of the Meeting is given. In the event of the dissolution of the Society after the satisfaction of all its debts and liabilities the available funds of the Society shall be transferred to one or more institutions having objects similar or reasonably similar to those herein before declared as shall be chosen by the Executive Committee and approved by the Meeting of the Society at which the decision to dissolve the Society is confirmed. On dissolution the minute books and other records of the Society shall be deposited with the Civic Trust.

April 1994

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