Constitution
From National Forum for Biological Recording
CONSTITUTION
(Incorporating the National Federation for Biological Recording founded 1986)
PREAMBLE: Biological Recording is the collection, collation, management, dissemination and interpretation of spatially and temporally referenced information on the occurrence of wildlife, biological taxa, assemblages and habitats.
NAME
The name of the organisation shall be the National Forum for Biological Recording, hereinafter referred to as the Forum.
AIM
The NFBR aims to promote and support biological recording and the use of information on wildlife and wildlife habitats across the United Kingdom for the benefit of its people and environment.
OBJECTIVES
The Forum is established to:
- promote for the benefit of the public the conservation protection and improvement of the physical and natural environment by promoting biological diversity.
- facilitate the free exchange of data, knowledge, views and good practice in biological recording.
- promote the use of high quality biological information in order to manage, conserve and monitor the natural environment and ecosystem services it provides.
- promote biological recording as a key part of the education of the next generation of biologists and the general public as a whole.
- highlight the wider contribution biological recording makes to a sense of place, citizenship, active and informed local communities, popular science, and the cultural activities that connect with the natural world.
ACTIVITIES
In furtherance of these objectives, the Forum may:
- organise meetings, conferences and workshops.
- publish material in books, journals and other media for specialists and the general public as appropriate.
- undertake or encourage others to undertake improvements in the standards of the gathering, management and dissemination of biodiversity information
- secure funding for relevant projects.
- employ staff or contractors to undertake work and projects.
- promote the interchange of ideas, techniques, the creation of software solutions to help biological recording.
- work with other organisations and individuals inside and outside the UK.
- advertise and promote biological recording and related issues to political and non-political members, officers and organisations as required.
POWERS
The Forum shall have the following powers to:
- open bank accounts; invest Forum monies.
- lease or purchase property for its charitable purposes;
- appoint and remunerate any employee or any professional adviser considered necessary by the Executive Committee;
- apply all monies raised on behalf of the Forum to further the objectives of the Forum and for no other purpose, provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Forum or repayment to members of the Executive or any other Committee of reasonable out-of-pocket expenses;
- award grants to charities, organisations and individuals in furtherance of the Forum’s objectives; and
- hold postal or electronic votes at the Executive’s discretion.
- appoint a non-executive Honorary President
- do other lawful things as are necessary for the achievement of its objectives.
STRUCTURE
The Forum shall have a Membership, from which Trustees and Honorary Officers will be elected at an Annual General Meeting (AGM). An Advisory Council, also elected from the Membership at an AGM, will advise the Trustees under delegated powers from them. The Trustees will form the Executive Committee which when quorate will put into effect the Trustees ‘decisions and act as it sees fit on advice from the Advisory Council.
MEMBERSHIP
- Full membership shall be open to any individual or any organisation with an interest in biological recording at any level, provided that they have paid an annual subscription fee, which from time to time may be determined by the Executive Committee of the Forum.
- Honorary membership without subscription may be offered to organisations or individuals with aims related to that of the Forum at the discretion of the Executive Committee of the Forum.
- 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. Members' discount shall be available for up to four delegates from each organisation at conferences and other events organised by the Forum at which a discount for members has been offered.
- All annual subscriptions shall be deemed to run from the first day of January in each year.
- Any member whose subscription is in arrears for six months shall cease to be a member.
- 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 Committee before a final decision is made. The decision to terminate membership shall be made by the Executive Committee.
ADMINISTRATION - INVESTMENTS
Investments (which may include stocks and shares, building society accounts and any property) shall be in the names of three Custodian Trustees, nominated by the Executive Committee, who shall be appointed at the AGM each year. The Trustees will have power to hold funds in common investment trusts approved by the Charity Commission.
TRUSTEES
- At the Annual General Meeting (AGM) hereinafter mentioned the Forum shall elect seven Trustees, who will form the Executive Committee, from those members eligible under Charity Commission rules, who will hold office for three years. Two (three every third year) members shall retire by rotation each year and may seek re-election until they have served a total of six years.
- After the first and subsequent meetings of the AGM, the Trustees will appoint Honorary Officers consisting of a Chairman, a Secretary, and a Treasurer and any other officer deemed necessary from amongst their number.
- The Chairman and other Honorary Officers of the Forum shall hold Office until the conclusion of the Annual General Meeting of the Forum next after their elections 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.
- Exceptions to rule 9 b) shall apply if: i) an Honorary Officer is elected as a member of Council, without holding Office, and may serve on Council for up to six years in addition to his/her service in the previous Office, ii) is elected into a new Office; that Officer may serve for up to six years in the new Office in addition to his/her service in the previous Office.
- The Chairman will have a casting vote in the event of a tie.
- The Forum will have the power to appoint an Honorary President.
RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE
The Executive Committee shall be quorate when it consists of three Trustees, of whom not more than two shall be Officers. The Executive Committee shall meet not less than three times during the year and shall have the following powers and responsibilities:
- to appoint any necessary standing committees and to determine their terms of reference and budget and receive their minutes;
- to open a bank account in the name of the charity, all authorisations to that account dependent on the signature of two unrelated trustees from a group of five trustees appointed to hold this responsibility;
- to 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 AGM;
- to invest surplus funds of the Forum in accordance with statute;
- to apply for grants and raise funds in pursuit of the Forum’s objectives;
- to appoint annually an External Examiner;
- to co-opt not more than two additional members;
- to call for the attendance, without the right to vote, of other persons to advise on and take part in its business; and
- to fill a place which has been vacated, the appointment to run until the next Annual General Meeting of the Forum.
In addition: An Executive Committee member, being thereby a Trustee of the Forum, shall not:
- receive any benefit in money or in kind from the charity, except that which is available as an ordinary member;
- have a financial interest in the supply of goods or services to the charity;
- acquire or hold any interest in property of the charity (except in order to hold it as a trustee of the charity).
ADVISORY COUNCIL
The Advisory Council of the Forum, elected at an AGM, shall act as an advisory body to the Trustees with devolved responsibility
- Development of NFBR policy in the practice of Biological Recording shall be devolved to the Council
- The Council shall comprise the Honorary Officers and up to ten members from the Forum who shall be elected each year at the AGM. These members shall be eligible for re-election for five years after which they will not be eligible for re-election until one year has elapsed. An exception to this rule shall apply if a member is elected to an Honorary Office; he/she may then serve for up to five years in that Office in addition to his/her service as an ex-officio Council Member.
- The Council shall meet at least twice each year.
- The Council shall have the power to appoint working groups from Members of Council.
- 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.
- 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.
- The Council may invite any organisation whose aims and objectives are compatible with those of the Forum nominate a Council member of Forum, who shall be a member of Forum, to represent that organisation’s views to Council.
STATEMENTS BY THE FORUM
All statements on behalf of the Forum shall be issued on Forum headed notepaper. The Chairman shall see all statements before issue and if he/she wishes shall refer them to the Executive Committee of the Forum and/or to the Advisory Council for approval before they are issued.
MEETINGS OF THE FORUM
- The first Annual General Meeting of the Forum shall be held as soon as practical and once in each year thereafter an Annual General Meeting of the Forum shall be held at such time (not being more than fifteen months after the holding of the preceding AGM) and at such place as the Forum shall determine. At least 28 clear days notice shall be given in writing either by the Honorary Secretary or in other written communication to each member. Service of the notice by electronic mail is permitted. At such Annual General Meeting the business 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.
- The Chairman of the Forum may at any time at his/her discretion and the Secretary shall within 28 days of receiving a written request so to do, signed by not less than 20 members and giving reasons for the request, call a Special General Meeting of the Forum. The Secretary shall give at least 14 clear days notice in writing to each member. The actual day of the called Special General Meeting shall be not more than 56 days after the request is received.
- The Secretary shall send notice of Council meetings to all elected and co-opted Council Members at least 28 days in advance of such meetings.
RULES OF PROCEDURE AT MEETINGS
- The quorum at a meeting of the Forum shall be one tenth of the members; the quorum at a meeting of the Advisory Council shall be seven or 50% of the elected members whichever is the lowest number.
- Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. In case of an equality of votes the Chairman of the meeting shall have a second and/or casting vote.
- Minutes are to be be kept by the Executive Committee, Council and the Secretary shall enter therein a record of all proceedings and resolutions.
ALTERATIONS TO THE CONSTITUTION
Any alterations to this constitution shall require the assent of not less than two-thirds of the members of the Forum present and voting at a meeting specially called for the purpose or at the AGM and notice of any such alteration(s) must have been received by the Secretary in writing not less than 56 clear days before the meeting at which the alteration is to be brought forward. At least 14 clear days notice of such a meeting setting forth the alteration(s) shall be given in writing by the Secretary or in other written communication to each member.
DISSOLUTION
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. Not less than twenty-one clear days notice of such a meeting (stating the terms of the dissolution to be proposed thereat) shall be given. 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.