Constitution

NATIONAL FORUM FOR BIOLOGICAL RECORDING

Incorporating the National Federation for Biological Recording founded 1986

 

CONSTITUTION

 

1.  NAME

The name of the organisation shall be the National Forum for Biological Recording, hereinafter referred to as the Forum.

2.  OBJECTS

For public benefit, the Forum exists to promote and support biological recording and the use of biodiversity information to:

a. understand, value and manage wildlife, habitats, ecosystems and natural capital;

b. protect and conserve UK biodiversity and landscapes;

c. advance the natural sciences.

3.  ACTIVITIES

The Forum will further its objects by:

a. championing biological recording across the UK, locally and nationally;

b. advocating the need for and use of high quality biodiversity information to protect, manage and monitor natural capital;

c. increasing awareness and understanding of the dependence of biodiversity research, and environmental decision and policy-making on the availability and quality of biological data;

d. encouraging the free exchange of information, ideas, opinions and good practice in biological recording;

e. highlighting the importance and benefits of the skills, standards, activities, and support services on which biological recording depends;

f. facilitating collaboration and partnership building;

g. promoting the UK’s recording heritage as a key part of the education of the next generation of biologists, and the general public as a whole;

h. publicising the wider contribution made by biological recording to popular science, sense of place, citizenship, active and informed local communities, and cultural activities that connect people with the natural world.

4.  POWERS

The Forum shall have the power to:

a. appoint executive and non-executive honorary officers;

b. establish committees and working groups;

c. agree and amend Standing Orders to provide the rules for the conduct of its operations, where not covered by this constitution;

d. determine proposals by votes at meetings or by postal or electronic means;

e. open bank accounts and invest Forum monies;

f. lease or purchase property;

g. award grants to organisations and individuals;

h. appoint and remunerate employees or professional advisers;

i. refund reasonable expenses of any employee, member or supporter undertaking approved activities on the Forum’s behalf;

and do other lawful things considered necessary to the achievement of its charitable objects, provided all funds raised on behalf of the Forum are used only to further the objectives of the Forum.

5.  STRUCTURE

The Forum shall have a Membership, from which Trustees and other members of an Advisory Council, hereinafter the Council, will be elected at an Annual General Meeting (AGM). The Council will advise the Trustees under delegated powers to them. The Trustees form the Executive Committee which exists to enact decisions in the best interests of the Forum, acting as it sees fit on advice from the Council.

6.  MEMBERSHIP

a. Membership shall be by annual subscription: fee levels, membership categories and member discounts to be determined from time to time by the Executive.

b. Membership shall be open to any individual or organisation with an interest in biological recording at any level.

c. For any new membership commencing after October 1st, the subscription received will also cover the whole of the following year, otherwise all annual subscriptions shall be deemed to run from the first day of January in each year.

d. Any fee-paying member whose subscription is in arrears for six months shall cease to be a member.

e. Honorary membership without subscription may be offered to organisations or individuals with complementary aims at the discretion of the Executive.

f. Each organisation or individual (over the age of 18 years) paying a subscription shall be entitled to one vote at a general meeting of the Forum.

The Forum may for good and sufficient reason terminate any membership providing that the member or an individual representing the member shall have the right to be heard at a meeting of the Executive before a final decision is made. Any decision to terminate membership shall be the responsibility of the Executive.

7.  EXECUTIVE COMMITTEE - APPOINTMENT

a. At its Annual General Meetings the Forum shall, from those of its members eligible under Charity Commission rules, elect between five and nine Trustees, who collectively, form the Executive Committee.

b. A Trustee serves in this capacity for a period of three years but may seek re-election until they have served a total of six years consecutively, after which time they will not be eligible to stand as a Trustee until the next AGM.

c. There should be at least two new Trustee appointments or re-appointments each year, with Trustees retiring by rotation as required to achieve this.

d. Following the AGM, the Trustees will appoint Honorary Executive Officers from amongst their number, to include a Chairman, a Secretary, and a Treasurer and any other role they deem necessary.

e. An Honorary Executive Officer of the Forum shall hold office until the conclusion of the Annual General Meeting of the Forum following their election but shall be eligible for re-election for another five years, after which time they will not be eligible for re-election to that Office until one year has elapsed.

f. Where it is necessary for the Trustees to co-opt an individual to an Honorary Executive Officer role, the time spent in this role leading up to the AGM following their appointment will not count in relation to their future eligibility to serve as a Trustee or in the specific role.

8.  EXECUTIVE COMMITTEE - DUTIES

The Executive shall meet not less than twice a year. Meetings are quorate when attended by at least three Trustees, of which at least one should not be an Officer.
The Executive shall have powers and duties to:

a. open bank accounts in the name of the charity, all authorisations to such accounts dependent on the signatures of two unrelated trustees from a group of up to six trustees appointed to this responsibility;

b. keep proper accounts and prepare an annual report and financial statement to be sent to all members prior to the AGM, and to the Charity Commission following approval by the Forum;

c. invest surplus funds of the Forum in accordance with statute;

d. apply for grants and raise funds in pursuit of the Forum’s objectives;

e. appoint annually an External Examiner;

f. co-opt not more than two additional members from the Forum’s membership to fill any vacancies;

g. fill an Officer role that has been vacated, the appointment to run until the next Annual General Meeting of the Forum;

h. appoint any necessary standing committees (and determine their terms of reference and budget, and receive their minutes);

i. call for the attendance, without the right to vote, of other persons to advise on and take part in its business.

Additionally, an Executive member, being thereby a Trustee of the Forum, shall not:

j. receive any benefit in money or in kind from the charity, except that which is available to an ordinary member;

k. have a financial interest in the supply of goods or services to the charity;

l. acquire or hold any interest in property of the charity (except in order to hold it as a trustee of the charity).

9.  CUSTODIAN TRUSTEES

a. Any investments (stocks and shares, building society accounts, property etc.) shall be in the names of three Custodian Trustees, nominated by the Executive and appointed at the AGM each year.

b. The Custodian Trustees will have power to hold funds in common investment trusts approved by the Charity Commission.

10.  ADVISORY COUNCIL

The Advisory Council of the Forum, shall act as an advisory body to the Trustees with devolved responsibility.

a. Forum policy issues relating to biological recording shall be devolved to the Council.

b. The Council shall meet at least twice each year.

c. The Advisors shall comprise the Trustees, up to ten other Forum members elected annually at the AGM, and up to six further co-optees.

d. The elected Advisors shall be eligible for re-election for up to five years after which they will not be eligible for re-election until one year has elapsed. An exception to this rule shall apply where an Advisor elected as a Trustee will continue as an ex-officio Council member whilst they serve as a Trustee.

e. The Council shall have the power to co-opt up to six representatives whose special interest, knowledge or experience may, in the opinion of the Council, support or further the aims of the Forum, and may determine their terms and conditions of membership.

f. Casual vacancies among the Council may be filled by the Council from among the Forum’s full members, and any casual vacancies of Council’s Honorary Officers may be filled from among the Council members.

g. The Council may invite any organisation whose aims and objectives are compatible with those of the Forum to nominate an individual to represent that organisation’s views to Council.

h. The Council shall have the power to appoint Working Groups, the membership of which may be drawn from within Council, the wider membership and other interested bodies.

11.  STATEMENTS BY THE FORUM

a. Statements made on the Forum’s behalf shall be issued and recorded in accordance with Standing Orders.

b. Unless a working group or individual has been duly delegated to act without prior consultation, statements that provide or are likely to be considered as the official viewpoint of the Forum or are offered in formal response to the policies or proposals of others, they should first be referred to the Executive, who may refer them to the Advisory Council for comment, before they may be approved for issue.

c. Formal statements should be archived so that they may be referred to in future.

12.  MEETINGS OF THE FORUM

Annual General Meetings

a. Once in each year an AGM shall be held at such time (not more than fifteen months after the preceding AGM) and at such place as the Forum shall determine.

b. At least 28 clear days notice shall be given to each member via electronic or other written communication in writing

c. Any such AGM shall include the election of Trustees, the election of the Advisory Council, the appointment of an independent examiner, the consideration of an annual report of the work done by or under the auspices of the Forum produced by the Chairman or the Secretary, the consideration of the examined accounts and the transaction of other such matters as may from time to time be necessary.

Special General Meetings

d. An SGM may be called (a) at the discretion of the Chairman at any time, or (b) by the Secretary, within 28 days of receiving a written request so to do, signed by not less than 20 members and giving reasons for the request.

e. The Secretary shall give at least 14 days clear notice in writing to each member and the SGM shall be held not more than 56 days after receipt of the request.

Committee Meetings

f. The Secretary shall give Executive and Council members at least 28 days clear notice of meetings of their group.

13.  RULES OF DECISION MAKING

a. The quorum at any General Meeting shall be one tenth of the membership on the date of the meeting.

b. The quorum at a meeting of the Advisory Council shall be fifty per cent of the elected members or seven, whichever is the smaller number.

c. Where a vote is by postal and/or electronic means only the quorum will be one third of the membership of the group that is entitled to vote.

d. Save as otherwise herein provided, all questions put to a vote shall be decided by a simple majority of those voting on the issue and entitled so to do.

e. In case of an equality of votes the chairman of the meeting shall have a second and/or casting vote.

f. Minutes are to be kept of Forum, Executive and Council meetings and the Secretary shall enter therein a record of all proceedings and resolutions, for the meeting chairman to sign off as accurate once approved.

g. Minutes of Standing Committees and other groups should be forwarded to the Executive or Council meetings via the Secretary.

14.  STANDING ORDERS

a. To provide any necessary additional rules or guidance to the lawful conduct of its operations the Forum may maintain and publish a set of Standing Orders.

b. Nothing in such Standing Orders shall take precedence over this Constitution.

c. Standing Orders may be agreed and amended as required subject to approval by a vote of the Council.

15.  ALTERATIONS TO THE CONSTITUTION

a. Any proposed alteration(s) to this constitution shall require the assent of not less than two-thirds of the members of the Forum voting on the proposals at the AGM or an SGM specially convened for the purpose.

b. All members will be advised of the proposed alteration(s) in accordance with Standing Orders, giving at least 14 clear days notice of such a meeting.

c. Notice of any alteration(s) must have been received in writing by the Secretary, not less than 56 clear days before the meeting at which the alteration is to be brought forward.

15.  DISSOLUTION

a. If the Forum by a simple majority decide at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve the Forum, it shall call a meeting of all members of the Forum.

b. Notice of not less than 21 clear days shall be given of such a meeting (stating the terms of the dissolution to be proposed thereat).

c. If such decision is confirmed by a two-thirds majority of those present and voting at such a meeting, the decision shall take effect and the Trustees shall have the power to dispose of any assets held by or on behalf of the Forum. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable organisation(s) having objectives similar to those of the Forum.