Constitution of the Leicester Literary and Philosophical Society
1. Objects of the Society
The advancement of education in Literature, Science and Art.
The provision of lectures and discussions; the publication of reports, papers and proceedings; the support of the City Museum or the Museum of the Society under the terms of its presentation to the City Council; and by any other means that may from time to time appear to the Council to be desirable.
2. Charitable Status
The Society is a charitable association registered with the Charity Commission of England and Wales. Its Trustees are the President, four Vice-Presidents, Treasurer and Secretary. The Trustees may if they think fit co-opt up to two additional Trustees for terms of three years, renewable twice. The Trustees shall ensure that the Society complies with charity law and other relevant legislation, taking note of Charity Commission guidance, and that the Society’s assets are protected and applied solely for the Objects of the Society.
3. Management
Subject to the provisions of Rule 2, the management of the Society shall be vested in a Council consisting of:
- a President and four Vice-Presidents appointed under Rule 9;
- Life Vice-Presidents appointed under Rule 10;
- a Treasurer, Secretary, Membership Secretary, Programme Secretary, and an Editor of the Transactions, all of whom shall be elected by Council;
- and not fewer than twelve and not more than twenty-four Members, who shall each be appointed by the Council for a period of three years. On completion of this period, members shall retire, but shall be eligible for re-appointment, normally for a maximum of three terms. Members who have retired after serving for three terms shall be eligible for re-appointment on the same conditions after an interval of one year.
- The Secretary shall maintain a record of the periods of service of the members of the Council under subsection (iv) and the list of members whose periods of appointment are due to expire by rotation should be reviewed periodically by the Council.
- Council will also include one voting member nominated and elected annually by each Section of the Society, if desired by the Section, such election to be made before 31st October in each year and to be certified in writing by the Chairman of the Section at the date of the election.
- The Vice-Chancellors of the University of Leicester, Loughborough University and de Montfort University shall during their tenure of office be offered honorary membership of the Society under Rule 15 and membership of the Council. They may instead nominate a representative in their place.
A quorum shall consist of eight members of the Council. Council meetings may be held remotely on the President’s authority, provided they are quorate.
The Council shall fill vacancies in any of the offices arising from any cause. When there is a vacancy on the Council there must be a nomination at one meeting and election at the next meeting.
All members of the Council must be current members of the Society.
Members who persistently fail to attend Council meetings without reasonable cause shall be deemed to have resigned from Council.
4. Trustees
The Trustees in office under Rule 2 shall appoint a chair from among their number. They shall meet at least twice per year, either in person or remotely, for the following purposes:
- To nominate the President annually, for approval by the Council.
- To review and approve the report and accounts to be submitted annually to the Charity Commission
- To review and make recommendations to Council on any matters relevant to the governance, growth, sustainability and continuing charitable status of the Society, and on its relations with partner organisations including the City Council and Museum Service, the Universities and other sponsors.
A quorum shall consist of four Trustees.
5. Annual General Meeting
A general meeting of the Society shall be held each year, at a time and place, or remotely, as appointed by the Council, for the presentation of reports and the transaction of the general business of the Society. At the last two lectures of each session notice shall be given of the date, time and place of the Annual General Meeting, which has also been published in the lecture programme and on the Society’s website. Members shall be invited to submit items of other business at least two weeks in advance of the meeting to the Secretary. All questions proposed at the meeting, except those that involve an alteration of the Rules, shall be decided by the majority vote of the members present, the President having a vote, and, in case of equality, a casting vote.
6. Ordinary meetings (lectures)
The Council shall appoint the times and venues of the Society’s ordinary meetings and shall determine the business to be transacted at the meeting, in conformity with Rule 1. The advocacy of sectarian, religious, or party-political views, either by lectures or by speakers, shall be excluded. At the discretion of the Council, meetings may be convened in person, online, or by combination of the two.
7. Special General Meetings
Special general meetings shall be called at the discretion of the Trustees or the Council or on the requisition of eight members addressed to the Secretary, who shall give previous notice of such meeting to every member.
8. Quorum at General Meetings
At any general meeting each member present in person shall have one vote. Ten members present shall be a quorum. If a quorum is not present within fifteen minutes of the time appointed for the meeting the meeting shall be dissolved. As circumstances require, meetings may be convened in person, online, or by combination of the two.
9. Election of Officers of the Society and Members of the Council
The Council shall annually elect the President at least one month before the Annual General Meeting, on the nomination of the Trustees in office. The retiring President shall retain office until the incoming President’s inaugural address has been delivered.
On demitting office, the President serves as a Vice-President for four years.
The Council may also by the same process appoint a President-elect for the subsequent year, who would become a member of Council ex officio. Presidents-elect must be eligible to be charity Trustees and should be provided with the Charity Commission’s guidance for Trustees.
Other Officers of the Society shall be elected by the Council under Rule 3.
The Council shall nominate two independent examiners for appointment at the Annual General Meeting, renewable annually.
10. Life Vice-Presidents
Any member of the Council who has rendered conspicuous service to the Society may, on the recommendation of the Council to the Annual general meeting, be elected a Life Vice-President of the Society, and permanent member of the Council, provided he or she remains a member of the Society. Such election does not carry the legal responsibilities of a Trustee.
11. Sections
The Council of the Society may from time to time appoint Sections for the pursuit of particular branches of Science, Literature and Art, and make byelaws regulating the constitution, organisation and management of such Sections. The Council may also from time to time extinguish any Section or amalgamate any two or more Sections. The Society may, if it thinks fit, make provision for the appointment of persons, not members of the Society, as members of the Sections, provided that all acts and proceedings of such Sections shall be fully and promptly reported back to the Council.
12. Admission of Members
Each application for membership shall be made in writing to the Membership Secretary and submitted for the information of Council at its next meeting or as soon afterwards as possible.
13. Members
Each member shall pay an annual subscription as determined from time to time by the Council. This will entitle him or her to i) a Member’s Ticket, not transferable, ii) one copy of the Transactions per household. Second members of the same household shall pay an annual subscription determined by the Council which shall entitle them to a Members Ticket.
14. Payment of subscriptions
The first annual subscription shall be payable at the time of election to membership and thereafter before the first lecture. Members whose subscriptions are unpaid by 31st March, after reminder, shall be deemed to have resigned.
15. Honorary Members
Honorary Members of the Society shall be nominated and elected by the Council and shall have the same privileges as members of the Society.
16. Admission of Non-Members to meetings
Non-members may attend individual lectures, either in person or online, on payment of such fee as Council shall from time to time determine. The Council shall have power to make from time to time such other special regulations for the admission of visitors as may appear necessary.
17. Resignation
Members intending to resign should notify their intention to the secretary before 31st May
18. Application of funds
After payment of the expenses of the Society, any surplus funds may be disposed of in the manner that the Council may consider most conducive to the advancement of the objects of the Society.
If the council decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, giving not less than 21 days’ notice and stating the terms of the resolution to be proposed. If the proposal is confirmed by a two-thirds majority of those present and voting the Council shall have the power to realize 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. A copy of the statement of accounts, or accounts and statement, for the final accounting period of the Society must be sent to the Charity Commissioners.
19. Receipts and expenditure
The funds of the Society, including all donations contributions and bequests, shall be paid into an account operated by the Council in the name of the Society at such bank as the council shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Council.
The funds belonging to the Society shall be applied only in furthering its objects. Where donations or bequests to the Society have been made for the support of specific objects of the Society, these restrictions shall be observed.
The Council shall comply with their obligations under the Charities Act 2011 (or any statutory re-enactment or modification of that act) with regard to:
- The maintenance of accounting records of the Society.
- The preparation of annual statements of account for the Society.
- The auditing or independent examination of the statements of account of the Society.
- The transmission of the statements of account of the Society to the Charity Commissioners.
20. Alteration of rules
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.
No amendment may be made to the name of the Society, the objects clause, the dissolution clause or this clause without the prior written consent of the Charity Commissioners.
No amendment may be made which would have the effect of making the Society cease to be a charity in law.
The Council should promptly send to the Charity Commissioners a copy of any amendment made under this clause.
21. Council to make bye-laws
The Council shall have the power to make Bye-laws and Regulations not inconsistent with the foregoing rules.
Adopted at the AGM on 26th September 2022