THE CONSTITUTION – 1992

1. NAME The Society shall be styled “THE D. H. LAWRENCE SOCIETY” hereinafter called the “Society”. 

2. OBJECTS The objects for which the “Society” has been established are: to advance the education of the public in the life and works of D.H. Lawrence and to promote research (and to publish the useful results thereof) into his life and works. In furtherance of the above objects but not further or otherwise the Society shall have power:-
a) To bring together an association of people who are interested in the life of D. H. LAWRENCE and to promote and develop a study of his works.
b) To gain and expand a knowledge of the personality of Lawrence.
c) To promote an interest in the author’s plays utilising live theatre.
d) To stimulate interest in the environment of Lawrence’s time.
e) To communicate with educational bodies, literary societies, arts societies, libraries and tourist agencies etc.
f) To provide a source for local information on Lawrencean topics for interested literary organisations and educational establishments.
g) To promote educational projects in conjunction with schools and colleges and to encourage aspiring writers, poets and artists.
h) To assist in the preservation of buildings and objects associated with Lawrence and his works.
i) To collect historical relics of the Lawrencean period with the object of creating “Society” archives.
j) To pursue any other objectives as deemed appropriate by the Council of the “Society”.
k) To liaise with any other international group promoting Lawrence.
l) To support campaigns for the preservation of the D.H. Lawrence Heritage and the conservation of the countryside generally, on the understanding that any such activities will be done following and not exceeding the guidelines set out in the Charities Commission Booklet No. 9. 

3. MEMBERSHIP a) New membership of the “Society”, which shall be at the discretion of the Council, shall be gained by persons or institutions making written application on a form supplied upon request by the “Society”. Applications should be addressed to the Treasurer of the “Society” accompanied by a remittance covering the amount of one year’s subscription or such other sum not exceeding one year’s subscription as the Council decides.
b) Each applicant upon signing the membership form agrees to abide by the Rules and Constitution laid down by the Council of the “Society”.
c) Any member found guilty of conduct which in the opinion of the Council is in breach of these rules or which prejudicially affects the well-being of the “Society” will be suspended from membership of the “Society”, if a majority of those present and voting at a meeting of the Council shall so decide. A member who remains suspended at the time of the Annual General Meeting shall cease to be a member immediately after the same and shall not be entitled to attend or vote at that meeting. Any member so affected may appeal to the next meeting of the Council but the Council may in its absolute discretion overrule or affirm any such appeal.
d) No member of the “Society” shall misuse the name of the “Society” or use this name or their position therein for personal, professional or political gain or advantage. Nor shall they do anything likely to bring the name of the “Society” into disrepute nor do anything without the consent of the Council purporting to be done in the name of the “Society”.
e) Members’ subscriptions shall become due on 1st September of each year, the amount being determined by the Council from time to time.
f) Any member who allows his subscription to become more than four months in arrears shall cease to be a member. The Council of the “Society” reserves the right to suspend this rule in special circumstances.

4. FINANCIAL POLICY The “Society” shall be non-profit making except that it must raise funds in order to provide sufficient capital to promote the activities of the “Society” to maintain a reserve for operating costs and to keep a satisfactory reserve for contingencies. Funds may be raised by:- 

a) Subscriptions from members
b) Fund raising activities organised by members and approved by the Council
c) Grants from public funds or other sources provided such grants do not impose conditions contrary to this Constitution or the Rules of the “Society.
d) Selling of literature etc. which is beneficial in promoting interest in the “Society”.
e) Donations of money or gifts
f) Charges or fees for entrance to meetings of the “Society” or any other events or activities organised by the “Society” at rates to be decided by the Council. 

5. FINANCIAL YEAR The Financial year for audit purposes shall end on 31st July. 

6. FINANCIAL RECORDS The Treasurer shall keep the Accounts of the “Society” and:- 

a) As soon as practicable after the end of each financial year the accounts shall be audited by an auditor or auditors appointed by the Council of the “Society” and a financial statement shall be issued for inspection by members.
b) A receipt bearing the official stamp of the “Society” signed by the Treasurer or any other officer duly appointed by the Council of the “Society” shall be issued for any monies which become payable to the “Society”.
c) Payments of accounts duly authorised by the Council of the “Society” shall be made by crossed cheques signed by the Treasurer and countersigned by the Secretary or the Chairman or other authorised member of the Council.
d) All members are entitled to reasonable out of pocket expenses incurred on behalf of the “Society” providing that prior authorization has been granted by the Council. Expense claims must be presented in the form of a signed detailed account, supported by official receipts or invoices wherever possible and must be countersigned by either the Secretary or the Treasurer.
e) Any member of the Council or ordinary member charged by the Council with the responsibility of buying or selling of literature, or any other goods or merchandise for the “Society” must keep accounts. Such accounts must be handed to the Treasurer as soon as practicable after the end of each financial year for inclusion in the audit.
f) A stocktaking of all goods and any other assets of the “Society” must be made at the end of each financial year, or as and when the Council decides and a record made for presentation to the auditors. Such stock or assets to be available for scrutiny by the auditors on demand. 

7. ANNUAL GENERAL MEETINGAn Annual General Meeting of members shall be held in July of each year. The agenda of the Meeting will include:- 

a) Reports from the outgoing Council on the state of the “Society” during the previous year
b) Declaration of the accounts as under Article 6
c) Election of the Council as under Article 11
d) Consideration of any amendments to this Constitution as under Article 15
e) Discussion of any other matter relating to the “Society” upon the written notice of any member wishing to raise such matter which notice shall be delivered to the Chairman at least 14 days before the meeting.
The Council must convene a General Meeting of members at least six times during each year. The Council must also convene a General Meeting of members within 28 days of receiving a written notice signed by ten current members directing them to do so; the notice must declare the purpose of the proposed Meeting. The business of a General Meeting may include the following:-
a) The election of members to fill vacancies on the Council under clause 11 hereto.
b) The making of amendments to this Constitution under clause 15 hereto
c) The making of changes in the rates of annual charges to be raised in the following financial year under clause 3 hereto
d) Discussion of any other matter relating to the “Society” subject to the giving of the same period of notice in writing as required under clause 7(e) hereto . All bona fide members of the “Society” shall be entitled to attend all Annual, General or Social Meetings of the “Society” and the Secretary shall give seven clear days’ notice to each. 

8. GOVERNMENT The “Society” shall be governed at all times by the decisions of a majority of members present at the Annual and General Meetings and the Council Meetings; each member shall have one vote at such Meetings. In the event of an equal vote the Chairman shall cast a second and deciding vote. 

9. COMPOSITION OF COUNCIL The officers of the “Society” shall consist of the following:- Chairman, Secretary, Treasurer and five other appointments drawn from the membership of the “Society”. The full Council of eight members shall be elected at an Annual General Meeting. In addition the elected Council shall have the right to co-opt up to three members during the course of each year should the need arise and any such member co-opted to the Council shall have all the same rights (including voting rights) at Meetings of the Council as those members elected to the Council at the Annual General Meeting. The appointment of Council members will be for one year only but retiring members may offer themselves for re-election. A vacancy occurring amongst elected places on the Council between Annual General Meetings may be filled until the next AGM by either co-option of a member of the “Society” by the Council or by the election of a member of the “Society” at a General Meeting. The Council shall elect a Chairman from one of their number as they shall from time to time decide. The Chairman will preside over the Meetings and affairs of the “Society” and over Meetings of the Council. 

10. POWERS AND DUTIES OF THE COUNCIL The Council shall:- 

a) Meet at least six times a year with at least five members of the Council present or at any time when more than two additional members shall have been co-opted to the Council with at least six members of the Council present.
b) Provide and maintain suitable accommodation for the registered office of the “Society” and suitable venues to hold “Society” Meetings.
c) Exercise such powers vested in the Council by the Constitution and carry out such duties as required by this Constitution. Any of these powers and duties can be vested in a sub-committee of members of the “Society” as the Council from time to time decide, provided that all acts and proceedings of such sub-committees shall be fully and promptly reported back to the Council.
d) Generally manage the affairs of the “Society” in the interests of the membership.
e) Be able to affiliate the “Society” or co-operate with any organisation carrying out similar aims as the “Society”.
f) Do all things possible to further the objects of the “Society”. 

11. PRESIDENT AND VICE PRESIDENT The offices of President and any number of Vice-Presidents are honorary, the position being offered by the Council in recognition of a person’s Lawrencean eminence for services rendered in promoting “THE D.H. LAWRENCE SOCIETY” or for generally furthering interest in Lawrence in a significant manner. The appointments and length of term in office shall be at the discretion of the Council. 

12. RECORDS The records of the “Society” shall be:- 

a) A register of the names and addresses of members shall be kept. Each member is responsible for notifying the Secretary of any change of address.
b) Casual visitors to the Meetings of the “Society” will be asked to sign a Visitor’s Book.
c) Proper Minutes shall be kept of:-
i) Annual General Meetings
ii) Council Meetings
iii) Sub-Committee Meetings
Such Minutes shall be read and approved at the next meeting and shall be open to inspection by any member at any reasonable time.
d) Suitable records should be maintained of any other Meeting or activity organised by the Council on behalf of the “Society”.
e) There shall be maintained a proper record of accounts which shall be available for inspection by any member at any reasonable time and an audited statement of income and expenditure for each financial year shall be sent to members with the notice of the Annual General Meeting.
f) All other business and correspondence of the “Society” shall be properly recorded and copies preserved on the files of the “Society”.

13. AMENDMENTS TO THIS CONSTITUTION Alteration to this Constitution shall receive the assent of two-thirds of the members present and voting at an Annual or a Special General Meeting. A resolution for the alteration of the Constitution must be received by the Secretary of the “Society” at least 21 days before the meeting at which the resolution is to be brought forward. At least 14 days’ notice of such a meeting must be given by the Secretary to the membership and must include notice of the alteration proposed: Provided that no alteration to clause 2 (objects), clause 16 (dissolution) or this clause, shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained; and no alteration shall be made which would have the effect of causing the “Society” to cease to be a charity in law. 

14. DISSOLUTION The “Society” may be dissolved by a Resolution passed by a two-thirds majority of those present and voting at a Special General meeting convened for the purpose of which 21 days’ notice shall have been given to the members. Such resolution may give instructions for the disposal of any assets held by or in the name of the “Society” provided that if any property remains after the satisfaction of all debts and liabilities such property shall not be paid to or distributed among the members of the “Society” but shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the objects of the “Society” as the “Society” may determine and if and in so far as effect cannot be given to this provision then to some other charitable purpose.