The Constitution of the Society of Friends of the Fleet Air Arm Museum
The name of the Association shall be The Society of Friends of the Fleet Air Arm Museum (Working Name ‘SOFFAAM’). It is hereinafter referred to as the Society and is registered as an unincorporated association under the Charities Acts, Registered Number 280725.
The object of the Society is the education of the public by promotion, support, assistance and improvement of the Fleet Air Arm Museum through the activities of a group of Members.
3. The SoFFAAM Council
The SOFFAAM Council shall be constituted as follows:
- The Society shall elect a fourteen-member Council. Among these members, Officers of the Council shall comprise the Chairman, Vice Chairman, Secretary, Membership Secretary and Treasurer. These members shall be known as “the Executive”. All Council members shall be elected annually at the Annual General Meeting of the Society and they will hold office until the next Annual General Meeting. All must be fully paid up members of the Society.
- Any member of the Society, other than a junior member, may apply to join the Council. Applications should be made to the Secretary at least 30 days before the Annual General Meeting.
- In accordance with the Charities Acts, all elected Council members are Charity Trustees and are legally responsible for the overall management and decision making in the Society, including the exercise of overall control over its financial affairs.
- The Council may co-opt members to fill vacancies in its membership, and their tenure will last until the next Annual General Meeting. These co-opted members will not be Charity Trustees, nor will they be eligible to vote on Council business. The Council may also request Society members to assist the Council in various matters; these members will be able to attend meetings but together with co-opted members will not be eligible to vote on Council business.
In furtherance of the Object of the Society, but not otherwise, the trustees may exercise the following powers:
- Promote and encourage membership of the Society; organise lectures on aviation subjects and visits of aviation interest; produce appropriate publications for circulation to its members; produce other Society-related material in hard copy and/or electronic media; research in naval aviation and allied subjects and the publication of the results.
- Raise funds by subscriptions, donations or any other appropriate means, such funds to be used to support the Society’s activities, and to make donations to and in support of the Museum.
- Any other lawful action to promote the aforesaid object.
- The specific responsibilities of Council members in exercising these Powers shall be defined and approved by the Chairman. In exercising these responsibilities, trustees are not entitled to receive any payment out of the charity’s property, nor can they directly or indirectly benefit personally from the charity, except with the prior written consent of the Charity Commissioners; except that the Council may pay the whole or any part of the expense of any Society member on or about the execution of any of his/her functions and duties on behalf of the Society.
The Chairman, with the approval of the Council, may invite any person to become Patron of the Society subject to final approval by the Annual General Meeting. The Patron has the honour of being the figurehead for the Society, has no specific duties and is not a Trustee.
6. President and Vice Presidents
The Chairman, with the approval of the Council, may invite any person to become President or a Vice President of the Society subject to final approval by the Annual General Meeting. The President remains in office until the next Annual General Meeting. Vice Presidents are elected for life and these appointments are to honour members who have given exceptional service to the Society.
Neither the President nor any Vice President is a Trustee.
Membership of the Society shall be open to all those individuals who have paid the appropriate subscription for one of the following categories:
- Life Member,
- Junior Member (aged 5 to 15 years).
Family Membership (up to 5 members).
The Council may decline or terminate membership.
The Annual and Life subscription of the Society shall be such a sum as may be fixed at a General Meeting. Members’ subscriptions shall become due each year, on the anniversary of the date on the membership card. Members whose subscriptions are one month in arrear shall be excluded from membership.
9. Council Meetings
Council meetings shall be conducted as follows:
- Meetings shall be held at least four times a year; eight trustees shall constitute a quorum. In the absence of the Chairman and Vice-Chairman, those present may select a Chairman for the meeting from their number. The Secretary shall produce formal minutes of Council meetings, which accurately summarise discussions and record decisions made. The Chairman shall signify his/her approval of the minutes by signing a hard copy, which shall be retained by the Secretary.
- The Council may determine, as recorded in the Minutes, the amount that the Chairman may authorize without the permission of the Council. Any transaction shall be recorded at the earliest possible time in the Minutes. Emergency expenditure and/or Museum donations of £1,501-£5,000 may be authorised by the Council Executive. If the Executive cannot agree, the Chairman shall put the matter to the full Council for a quorate vote.
- No decision can be taken at a Council Meeting unless there is at least a quorum of the trustees present.
- The General Manager of the Fleet Air Arm Museum or his representative shall be invited to attend Council meetings but will not be a Trustee of the Society. The Council will be expected to maintain good communications and work in close consultation with the General Manager, particularly concerning any activities which might affect the interest of the Museum or its public image.
- If circumstances dictate that a financial or policy decision needs to be made outside the timescale of Council meetings, the Chairman may decide to seek approval by postal or electronic means. The provisions of Clause 9a are equally applicable to such decisions. The Secretary shall ensure that any such decisions are formally recorded and communicated to all Council members.
- In exceptional circumstances, during which Council members are unable to meet in person, the Chairman may decide to conduct the Council meeting via digital link. The provisions of Clause 9a shall be applicable to such meetings. The definition of “present”, as in Clause 9b shall be satisfied by the visible and/or aural presence of the member via the digital link.
10. Annual General Meetings and Special Meetings
General meetings shall be conducted as follows:
- The Annual General Meeting of the Society shall normally be held before the September monthly talk. Accounts shall be made up to the 31st July. The Secretary shall give all members at least 30 days notice of such meetings. This notice will be normally published in the August magazine together with the Agenda.
- In exceptional circumstances, if it is not possible to conduct the AGM with public attendance, the Chairman may decide to proceed as defined in paragraph 9e above. The intention to proceed in this way will be advertised in the August magazine also on the Society’s website and other digital platforms which the Society may have.
- The business of the Annual General Meeting shall be to receive a report from the Officers of the Council and any member with special duties, receive the annual accounts and appoint an independent examiner. It will also consider any proposal of which 30 days notice has been given. As the President and all Council Members stand down at this meeting, the final item on the agenda shall be the election of a President, Officers and Members of the Council to hold office until the next Annual General Meeting.
- The Chairman may at any time, within 30 days after receiving a request in writing from any ten Members, summon a Special General Meeting. The Secretary shall notify all Members and specify the business to be transacted. The provisions of Clause 9a and 9e are equally applicable to such meetings.
- The Chairman of the Society or in his/her absence the Vice-Chairman shall chair Council meetings and all other meetings at which he/she may be present, except Annual General Meetings when, if present, the President shall take the chair. If the President is unavailable the chair will be taken by the Society Chairman or one of the Council officers present. However, during an election a chairman must be selected by the meeting from members not seeking an election. Junior members may attend General Meetings but may not vote.
The accounts of the Society shall be managed as follows:
- All funds and assets in the possession of the Society shall be held, paid and applied as the Council may direct within the objects of the Society and, pending direction, all funds shall be held in a separate bank account in the name of the Society with such bankers as the Council may from time to time direct.
- All cheques drawn on such bankers shall be signed by any two of the Chairman, the Vice-Chairman, the Secretary, the Treasurer or other Council members authorized by Council. All documents shall be sufficiently endorsed if signed by any two of them.
- The Council may determine, as recorded in the Minutes, the amount that the Chairman may authorize without the permission of the Council. Any transaction shall be recorded at the earliest possible time in the Minutes.
12. Independent Examiner
An independent examiner, who must not be a member of the Society, shall be appointed at the Annual General Meeting to examine and report on the Society’s accounts for the current financial year as required by the Charities Acts.
No alterations may be made to this Constitution except by, and with the authority of, a resolution submitted in writing to the Secretary either as in Clause 10c or not less than 30 days before the Annual General Meeting. No alteration shall be made that would cause the Society to cease to be a charity in law. No alterations may be made to Clause 2 (the Objects clause), Clause 15 (the Dissolution clause) or this clause without the prior consent in writing of the Charity Commissioners. The Council should promptly send to the Charity Commission a copy of any amendment made under this clause.
Notices to Members shall be deemed to be sufficiently served if sent to the latest address registered with the Society.
15. Winding Up
The Council shall on the winding up of the Society pay the surplus funds towards such other charities or for such charitable purposes as the Council shall in its discretion decide.