Constitution

The Anglo Chilean Society

Constitution

A/ Name

The name of the Association shall be The Anglo Chilean Society.

B/ Objects

The Charity’s objects ("the objects") are:

1. the advancement of the education of the people of Great Britain in respect of Chile, its people, history, language, institutions, folklore, culture and current way of life. With this end in view, the Society may arrange or sponsor such activities as:

Subject to the regulations set out below, the Society and its property shall be administered and managed by an Executive Committee ("the Executive Committee"), the constitution of which is detailed below.

1. Membership of the Society shall be open to all persons or organisations in sympathy with its objectives. An applicant for membership shall be proposed by a current member in good standing and seconded by another such member. Acceptance of applications for membership shall be at the discretion of the Executive Committee.

Organisations which become members have the right to nominate in writing an individual as their representative and such representative shall have the status of an ordinary member.

2. Each ordinary member shall have the right to one vote for voting at general meetings.
3. The Executive Committee may terminate any membership if they deem such action to be in the interests of the Society. However, the member concerned has the right, if he or she wishes to exercise it, to appeal to and, accompanied by another member if he or she so chooses, be heard by the Executive Committee before the termination becomes final.
4. The rates of subscription for all grades of membership shall be as determined from time to time by the Executive Committee. Any change in subscription levels shall be ratified at the next A.G.M. following the change. Annual subscriptions shall be due on the first day of January each year. The initial subscription shall be due on election but, for members who join after June 30th in any year, the initial subscription shall be one half of the full annual subscription.
5. A member may announce his/her intention to resign at any time by stating this wish in writing to the secretary. The resignation shall be considered as taking effect from the year-end.
6. Any member whose subscription is more than six months in arrears and who has been notified of this fact in writing shall cease to be a member after the expiry of such further notice time as the Executive Committee may decide.

1. The Chilean Ambassador to the Court of St James shall be ex-officio President of the

Society.

2. The officers of the Society shall be the Chairman, vice-Chairman and Treasurer.
3. The Executive Committee may invite any distinguished person in sympathy with the aims of the Society to become a vice-President.
4. Members of the Society who have in the past rendered, or are prepared in the future to render, valuable assistance to the Society may be designated Friends of the Society by the Executive Committee. Former members of the Executive Committee shall be automatically so designated.
5. The Annual General Meetings of the Society shall elect the Chairman, vice-chairman, Treasurer and other members of the Executive Committee to hold office until the next AGM.

1. The Executive Committee shall be elected annually at the A.G.M. and shall consist of the Chairman, vice-Chairman, Treasurer and not fewer than three nor more than thirteen other members.
2. The Executive Committee may appoint, at its discretion from time to time, co-opted members to participate in its meetings until the next A.G.M. Co-opted members shall have voting rights only when the number of elected members present is insufficient to form a quorum.
3. Excluding the Treasurer, all elected members shall be eligible to serve for five consecutive years after which time they may be re-elected only after one year out of office.
4. The proceedings of the Committee shall not be invalidated by any failure to fill a vacancy arising in their number nor by any unwitting defect in the appointment or qualification of a member.
5. No person shall be entitled to act as a member of the Executive Committee who is less than eighteen years of age.
6. No person shall be entitled to act as a member of the Executive Committee whether on an initial or subsequent entry into office until he/she has signed a declaration of acceptance and of willingness to act as a trustee of the charity.
7. Nominations for election to the Executive Committee must be made in writing to the Secretary at least fourteen days before the A.G.M. at which the elections are due to take place. Should nominations exceed vacancies, election shall be by ballot.
8. A member of the Committee shall cease to hold office if he/she
1. is disqualified from acting as a member by virtue of section 45 of the Charities Act 1992 (or subsequent re-enactments or modifications of that Act),
2. becomes incapable of managing his or her affairs by reason of mental disorder, other illness or injury
3. is absent for six months without specific permission of the Committee form all meetings held within that period
4. gives on month’s notice to the Committee of his or her intention to resign.
9. No member of the Executive Committee shall posses or acquire any interest in property belonging to the Society (other than as a trustee of the society) or be interested in (other than as a member of the Executive Committee) or receive remuneration from any contract entered into by the Committee except as reimbursement for expenses incurred.

1. raise funds and receive contributions provided that in raising funds the Committee may not engage in any substantial trading activities and shall conform to any relevant legal requirements
2. subject to any constraints required by law, sell, lease or dispose of all or any part of the property of the Society
3. purchase any assets or materials considered necessary or useful for the management of the Society
4. appoint a Secretary and such other salaried staff as may be judged necessary and determine their levels of remuneration
5. cooperate and exchange information/advice with other charities, voluntary organisations and statutory authorities
6. establish and/or support any charitable entities in furtherance of the aims of the Society
7. take any other action which is lawful and deemed to be useful with regard to the Society’s objectives.

1. The Executive Committee shall hold at least two meetings per year. A meeting may be called at any time by the Chairman or by any two Committee members provided that not less than seven days notice be given to the other members of the proposed date and of the matter(s) to be discussed.
2. The Chairman shall act as chairman of the committee. In absence of the Chairman the vice-Chairman shall take the chair at meetings. In the absence of both the Committee members present shall elect one of their number to act as chairman.

There shall be a quorum formed for the purpose of transacting business when at least one third of Committee members or three members (whichever is the greater) are present.

1. Every voting issue shall be determined by a majority, excluding abstentions. Of votes of the members present. In the case of a tie the meeting chairman shall have a second or casting vote.
2. The Executive Committee shall keep minutes of all meetings in books designated for that purpose or electronically with secure back-up, as the Committee may decide.
3. The Executive Committee may if judged expedient make and/or alter rules of procedure providing always that any new rule remains consistent with the requirements of this constitution.
4. The Executive Committee may appoint a sub-committee or sub-committees to perform any function which in the opinion of the Executive Committee could be more conveniently performed by a sib-committee providing that all acts and proceedings of any sub-committee are fully and promptly reported to the Executive Committee.

1. The funds of the Society including all donations, contributions and bequests shall be paid into an account or accounts operated by the Executive Committee in the name of the Society at such appropriately regulated building societies, banks and/or other responsible account-holding institutions as the Committee may from time to time decide. All cheques drawn on the accounts shall require to be signed by a minimum of two of the following persons: Chairman, vice-Chairman, Treasurer, Secretary.
2. The funds of the Society shall only be applied for purposes in line with the objectives of the Society.
3. Subject to the provisions of the following sub-clause 4), the Executive Committee shall cause the title to:
1. all land held by or in trust for the Society which is not vested in the Official Custodian for Charities, and
2. all investments held by or on behalf of the Society

to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by the Committee as holding trustees.

Holding trustees must act in accordance with the lawful directions of the Executive Committee and such trustees may be removed at the discretion of the Executive Committee.

4. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Society, the Executive Committee may permit any investments owned by or in trust for the Society to be held in the name of a clearing bank, trust corporation or investment company as nominee for the Executive committee. These institutions must in each case be regulated by an SIB-authorised regulatory body such as IMRO and must be deemed by the Executive committee to meet the highest fiduciary standards. The Committee may pay such a nominee reasonable remuneration for so acting.

The Executive Committee shall ensure that the Society complies with its obligations under the current Charities Act with regard to:

1. the keeping of accounts
2. the preparation of annual statements of account
3. the auditing or independent examination of the statements of account
4. the transmission of the statements of account to the Charity Commissioners
5. the preparation of an annual report and its transmission to the Commissioners
6. the preparation of an annual return and its transmission to the Commissioners.

1. There shall be an Annual General Meeting of the Society held within four months of the year-end.
2. The Executive Committee shall fix the date and arrange for the notification in writing of the members with regard to the AGM. At least twenty-one days notice of the date of the AGM shall be given to members.
3. A member who wishes to move a resolution at the AGM shall provide the Secretary with full details of the proposed resolution at least fourteen days in advance of the meeting.
4. The Executive Committee shall present to all members prior to each AGM the report and accounts for the preceding year.
5. Nominations for election to the Committee must be made in writing and must be in the possession of the Secretary at least fourteen days before the AGM at which elections will take place. Should nominations exceed vacancies, election shall be by simple majority vote e among the members present.
6. Special or extraordinary general meetings may be called by the executive Committee at any time. Also, if ten or more members request a general meeting, stating in writing the business to be transacted thereat, the Secretary shall call such a meeting but must give at least twenty-one days notice of the meeting to all members.
7. All Society members shall be entitled to attend and vote at general meetings. Any member who is unable to attend a general meeting may designate in writing the meeting chairman or another member to vote as proxy in his/her stead.
8. The chairman of general meetings shall be the Chairman of the Society. In the absence of the Society’s Chairman, the vice-Chairman shall take the chair. In the absence of both of the aforesaid officials, members present shall appoint a meeting chairman before any business is transacted.
9. The Secretary or other person designated by the Executive Committee shall keep a record of the proceedings at every general meeting of the Society.
10. There shall be a quorum at a general meeting when ten or more members are in attendance.

1. Any notice requiring to be served on any member(s) shall be in writing and shall be served by the secretary or the Executive Committee. The notice must be served either in person or via the post addressed to the member(s) concerned at their last address know to the Executive Committee. Any letter so sent shall be deemed to have been received with in ten days from the date of posting.

1. The Constitution may only be altered, and always subject to the provisions of the following sub-clauses 2), 3) and 4), by a resolution or resolutions passed at a general meeting of the Society by a majority of not less that two thirds of those members who exercise their vote.
2. No amendment may be made without the prior consent in writing of the Charity Commission to the clauses relating to the following arrangements in the Constitution:
1. The name of the Society
2. The objects of the Society
3. The restriction on the Executive Committee members from receiving remuneration or from having any personal interest in the property owned or acquired by the Society or in contracts entered into by the Society
3. No amendment shall be made which would cause the Society to cease to be a charity at law.
4. The Executive Committee shall arrange to send promptly to the Charity Commission a copy of any amendment made to any part of the Constitution.

If the Executive Committee decides for any reason that it is necessary or advisable to dissolve the Society, it shall call a general meeting of all members giving notice of not less than twenty-one days and stating the terms of the resolution to be proposed. Should the motion of dissolution be carried by a majority of not less that two thirds of those members who exercise their right to vote, the Executive Committee shall have the authority to realise the assets held by or on behalf of the Society. Any assets remaining after satisfaction of debts or other liabilities shall be given or otherwise transferred to whatsoever charitable institution or institutions or for whatsoever charitable purpose or purposes as the members of the Society may determine.

The Executive Committee in the event of a dissolution must ensure that a copy of the statement of accounts for the final accounting period is sent to the Charity Commission.

As amended at the AGM on 14 February, 2008.