THE OSCAR WILDE SOCIETY
Adopted on the 9th day of September 1995
Incorporating amendments adopted at General Meetings of the Society on
30 August 1997, 7 September 2002, 4 September 2004 and 15 September 2007
The name of the Association is The Oscar Wilde Society (“the Society”).
Subject to the matters set out below the Society and its property 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”).
The Society’s objects (“the objects”) are to advance the education of the public in the works of Oscar Wilde by promoting knowledge, appreciation and study of his life, personality and works. To further the objects mentioned (but not otherwise) the Society may:
(a) establish a fund to provide for or to assist in the provision of a memorial or memorials in commemoration of Oscar Wilde in such form(s) and in such location(s) as the Society may determine;
(b) promote and carry out research into the life and works of Oscar Wilde, or assist others to do so, and publish the results;
(c) arrange and provide for publications, exhibitions, readings, meetings, lectures, seminars and incidental social occasions, for all of which charges may, at discretion, be made;
(d) raise funds, accept gifts and receive contributions by subscriptions and otherwise, but not undertake permanent trading activities except the sale of items such as publications, souvenir or association items relating to Oscar Wilde;
(e) do all other lawful things necessary for the attainment of the Objects.
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
(a) power to raise funds and invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial trading activities and shall conform to any relevant requirements of the law;
(b) power to co‑operate with other charities, societies, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
(c) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(d) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
(e) power to do all such other lawful things as are necessary for the achievement of the objects.
(1) Membership of the Society shall be open to:
(a) individuals (over the age of 18) who are interested in furthering the work of the Society and who have paid the annual subscription as determined from time to time by the Committee. The Committee may offer membership in different categories and vary the subscription accordingly;
(b) any body corporate or unincorporated association which is interested in furthering the Society’s work, and has paid the annual subscription (any such body being called in this Constitution a “member organisation”).
(2) Every member shall have one vote.
(3) Honorary members may be appointed at the discretion of the Committee, but shall not be entitled to vote.
(4) Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Society; and may appoint an alternate to replace its appointed representative at any meeting of the Society if the appointed representative is unable to attend.
(5) Each member organisation shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.
(6) The Committee shall have the right to approve or reject applications for membership and for good and sufficient reason to terminate the membership of any individual or member organisation, who shall however have the right to be heard by the Committee before a final decision is made.
F HONORARY OFFICERS AND PATRONS
(1) At the first General Meeting and subsequently at Annual General Meetings, the Society shall elect from amongst themselves a Chairman, a Deputy Chairman, an Honorary Secretary, an Honorary Treasurer, and such other Honorary Officers as the Society may from time to time decide.
(2) Patrons or Honorary Patrons may be appointed and such appointments may be terminated at the discretion of the Executive Committee and at any time.
(3) The Chairman, Deputy Chairman, Honorary Secretary, Honorary Treasurer, and the other Honorary officers of the Society shall hold office until the conclusion of the Annual General Meeting next after their election, but shall be eligible for re-election.
G EXECUTIVE COMMITTEE
1) The Executive Committee shall consist of not less than three members nor more than twelve members being:
(a) the honorary officers specified in the preceding clause;
(b) other members appointed at the Annual General Meeting who shall hold office from the conclusion of that meeting, subject to the stated requirement herein of maximum and minimum numbers of such members.
(2) The Executive Committee may in addition appoint not more than four advisory members. It may also appoint not more than four co-opted members but no co-opted member may be appointed if, as a result, more than one‑third of the members of the Executive Committee would be co‑opted members. Each appointment of an advisory or co‑opted member shall be made at 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) All members and advisory members of the Executive Committee shall retire from office together at the end of the Annual General Meeting next after the date on which they came into office but they may be reselected or re‑appointed.
(4) 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.
(5) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
(6) No person shall be entitled to act as a member of the Executive Committee whether on a first or any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Society.
H DETERMINATION OF MEMBERSHIP OF EXECUTIVE COMMITTEE
A member of the Executive Committee shall cease to hold office if he or she:
(a) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(b) 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
(c) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
(d) is considered by a two thirds majority of the Executive Committee to have conducted himself or herself against the interests and objects of the Society.
I EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
(1) Subject to the provisions of sub‑clause (2) of this clause, no member of the Executive Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee for the Society) or receive remuneration or be interested (otherwise than as a member of the Executive
(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 Society. 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 at 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 two ordinary meetings each year. A special meeting may be called at any time by the secretary or by any two members of the Executive Committee upon not less than 4 days’ notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co‑opted member or removal of a member then not less than 21 days’ notice must be given.
(2) The members of the Executive Committee present shall choose one of the number to be chairman of the meeting before any other business is transacted .
(3) There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
(4) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but 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 books or binders kept for the purpose, of the proceedings at 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 one or more sub‑committees consisting of two or more members of the Executive Committee for the purpose of making any enquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a subcommittee: provided that all acts and proceedings of any such subcommittees shall be fully and promptly reported to the Executive Committee.
K RECEIPTS AND EXPENDITURE
(1) The funds of the Society, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Society at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by an approved member of the Executive Committee.
(2) The funds belonging to the Society shall be applied only in furthering the objects.
(1) Subject to the provisions of sub‑clause (2) of this clause, the Executive Committee shall cause the title to:
(a) all land held by or in trust for the Society and
(b) all investments held by or on behalf of the Society;
to be invested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
(2) 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 held by or in trust for the Society to be held in the name of a clearing bank, trust corporation or any stock-broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock-broking company) as nominee for the Executive Committee and may pay such a nominee reasonable and proper remuneration for acting as such.
The Executive Committee shall:
(a) Keep accounting records for the Society
(b) Prepare annual statements of account for the Society.
(c) Allow auditing or independent examination of the statements of account of the Society
N ANNUAL GENERAL MEETING
(1) There shall be an Annual General Meeting of the Society which shall be held in the month of September in each year or as soon as practicable thereafter.
(2) Every Annual General Meeting shall be called by the Executive Committee. The secretary shall give at least 21 days’ notice of the Annual General Meeting to all the members of the Society. All the members of the Society shall be entitled to attend and vote at the meeting.
(3) Before any other business is transacted at the first Annual General Meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent Annual General Meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
(4) The Executive Committee shall present to each Annual General Meeting the report and accounts of the Society for the preceding year.
(5) Nominations for election to the Executive Committee must be made by members of the Society in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the Annual General Meeting. Nominations must be proposed and seconded in writing by two members of the Society. Should nominations exceed vacancies, elections shall be by ballot.
O SPECIAL GENERAL MEETINGS
The Executive committee may call a special general meeting of the Society at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.
P PROCEDURE AT GENERAL MEETINGS
(1) The secretary or other person specially appointed by the Executive Committee shall keep a full record of the proceedings at every general meeting of the Society.
(2) There shall be a quorum when at least one twentieth of the number of members of the Society for the time being or ten members of the Society, whichever is the greater, are present at any general meeting.
Any notice required to be served on any member of the Society shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address, and any letter so sent shall be deemed to have been received within ten days of posting.
R ALTERATIONS TO THE CONSTITUTION
Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
If the Executive Committee decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all the members of the Society, 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 present and voting the Executive Committee shall have the power to realise any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the members of the Society may determine or failing that shall be applied for some other charitable purpose.
T ARRANGEMENTS UNTIL FIRST ANNUAL GENERAL MEETING
Until the first Annual General Meeting takes place this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document.
This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.