Constitution and Rules of Leadenham Military History Club – February 2025

Contents

1.               Definitions

2.               Name of Club

3.               Main objects

4.               Membership

5.               Application procedure

6.               Subscriptions

7.               Resignation, suspension and expulsion

8.               Confidentiality

9.               Appointment and removal of Officers

10.           Management of the Club

11.           Quorum for Committee meetings

12.           Powers of Committee

13.           Annual General Meeting

14.           General Meeting

15.           Quorum at meetings

16.           Voting at meetings

17.           Social Meetings

18.           Finance

19.           Dissolution

20.           Miscellaneous matters

This Document sets out the Constitution and Rules of Leadenham Military History Club (the "Club")

1.             Definitions

These definitions apply unless the context requires a different interpretation:

“Accounting Year”

means a year beginning on 1st January, the date to which the accounts of the Club will continue to be prepared.

“AGM”

means the Annual General Meeting of the Club.

“Committee”

means the committee or board consisting of Officers and Members elected or co-opted to operate and manage the Club.

"Confidential Information"

means all information about the Club. and the Members; information about members, their personal contact information and businesses; the Club’s future plans and policies. It includes information about the Intellectual Property.

“General Meeting”

means any meeting of the Club other than an AGM or a Social Meeting.

"Intellectual Property"

means intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of all; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions.

“Meeting”

Includes an Annual General Meeting, a General Meeting or a Social Meeting.

"Member"

means any person who has paid for Membership of the Club.

"Membership"

means membership of the Club as set out in the Rules.

“Officer”

means the holder of any titled office of the Club.

"Rules"

means the rules of the Club as set out in this constitution document as amended from time to time.

“Social Meeting”

Means a meeting of the Club for educational or social purposes as described in clause 17.

2.             Name of the Club

The name of the Club is the Leadenham Military History Club.

3.             Main objects

The objects of the Club are:

3.1.         to promote the study and knowledge of military history across all eras and of all types warfighting domains, through presentations, lectures, organised visits and field trips and any other activities that promote the  club and knowledge of military history as specified in clause 3.3;

3.2.         to establish formal or informal bonds between the Club and other associations, bodies or individuals working for similar purposes;

3.3.         to carry on whatever other activities the Members may decide by resolution in general meeting;

3.4.         to apply any surplus funds of the Club in furthering the objects of the Club.

4.             Membership

4.1.         Any person who is 18 years of age is eligible for Membership.

4.2.         It is a condition of Membership that a Member shall at all times comply with the Rules of the Club and shall not do, or cause or suffer to be done, anything which may reasonably be said to be against the interests and objects of the Club.

4.3.         A Member cannot transfer Membership to any other person.

5.             Application procedure

5.1.         An application by a person for Membership may be made at any Social Meeting of the Club on payment of the annual subscription.

5.2.         The amount of the annual subscription shall be £5 unless and until determined otherwise by the Committee.

5.3.         The application for Membership must be accompanied by the address, email address and telephone number of the Member. Individual personal details will not be shared with any third parties unless in accordance with the Club’s privacy policy.

5.4.         On provision of that information and payment of the annual subscription the applicant shall become a Member of the Club (subject to revocation under clause 5.5).

5.5.         By applying for Membership, a Member agrees to abide by this Constitution and the Rules.

5.6.         The Committee shall be entitled to revoke any Membership within 30 days of the application without giving any reason, in which case the subscription shall be returned to the applicant.

5.7.         The Secretary shall enter the applicant’s name in the register of members.

6.             Subscriptions

6.1.         The initial annual subscription is valid for the Social Meeting at which the application for Membership is made and for all Meetings in the year beginning with the first day of the month in which that Social Meeting occurs.

For example, an initial subscription paid at the Club’s Social Meeting in February 2025 is valid for that Social Meeting and all subsequent Meetings occurring before the end of January in 2026.

6.2.         A renewal subscription is due at the Social Meeting in the month after the initial subscription, or previous renewal subscription, expires and is valid for that Social Meeting and for all Meetings in the year beginning with the first day of the month in which that Social Meeting occurs.

Following the previous example, a renewal subscription paid at the Club’s Social Meeting in February 2026 is valid for that Social Meeting and all subsequent Meetings occurring before the end of January in 2027.

6.3.         If the renewal subscription is not paid as set out in clause 6.2, the Membership shall lapse but a further application for membership can be made at a subsequent meeting.

7.             Resignation, suspension and expulsion

7.1.         A Member may resign from the Club by informing the Secretary in writing of his intention to do so. The resignation will take effect immediately.

7.2.         The Committee has the power to:

7.2.1         suspend (for a period not exceeding twelve months); or

7.2.2         expel

any Member who infringes any of these Rules or whose conduct, (in the Committee's opinion) is harmful to the good name of the Club, is calculated or intended to frustrate the efficient running of the Club, or renders them unfit for Membership.

7.3.         No Member shall be suspended or expelled unless the Committee gives him notice in writing and the Member fails to remedy the breach (if capable of remedy) within 14 days after being given notice.

7.4.         Any notice given to a Member who is in breach shall be without prejudice to any other claim or action against the defaulting Member.

7.5.         A suspended member shall not be elected as an Officer nor be entitled to vote at any meeting.

7.6.         If a Member chooses to resign or is suspended or expelled in accordance with this paragraph, no part of the Member’s subscription shall be refundable.

7.7.         Expulsion shall be permanent.

8.             Confidentiality

8.1.         Each Member agrees and undertakes:

8.1.1         not remove to from the Club's possession or to copy or allow anyone else to copy from any document, computer disk, tape or other tangible item which contains any Confidential Information except as may be necessary in the course of his work for the Club;

8.1.2         in respect of any part of the Confidential Information of the Club, until the expiry of five years from the termination of Membership, to keep it secret and not to divulge or make it known to anyone nor use it for the benefit of himself or any other person.

8.2.         This paragraph does not apply to disclosure:

8.2.1         made with the consent of the Officers of the or under the authority of the Committee or by order of the court.

8.2.2         of information or knowledge which comes into the public domain otherwise than as a result of his default.

8.2.3         as may be necessary in the course of a Member’s work for the Club.

9.             Appointment and removal of Officers

9.1.         The Officers shall be:

9.1.1         Chairman;

9.1.2         Vice Chairman (if appointed);

9.1.3         Secretary;

9.1.4         Treasurer (if appointed); and

9.1.5         Such other offices as the Committee may decide.

9.2.         Office holders shall hold office until the third annual general meeting following their appointment, when they may be re-elected.

9.3.         Each office holder shall be appointed and removed by a vote of the Committee.

10.        Management of the Club

10.1. The Committee shall manage the Club and its activities.

10.2. The Committee shall be made up of not less than three and not more than six Members, including all of the Officers.

10.3. The initial members of the Committee and their principal duties will be:

Tim Willbond: Chairman

Tim Sisson: Secretary

10.4. Any Member may be a Committee member, may nominate a member (including himself) provided there is a vacancy, and may vote to appoint a Committee member (other than himself). A Member shall cease to be a Committee member if their Membership lapses.

10.5. To nominate a Committee member where there is a vacancy, a Member shall write to the Secretary to give the name of the Member he nominates. He must do so at least 28 days before a General Meeting. The Committee shall present that nomination at the General Meeting.

10.6. At the General Meeting, a poll shall be taken on the appointment to the Committee of each nominated Member. The Committee shall count the votes and declare the results without disclosing the outcome of any Member’s vote. Where there are more nominations than vacancies, the Members polling the highest number of votes shall be appointed as Committee members. No Member shall vote for his own appointment.

10.7.     A decision of the Committee on any of the following matters must be ratified by a vote of at least 75% of the Members present at a General Meeting to:

10.7.1      change the Rules of the Club;

10.7.2      change the constitution of the Club;

10.7.3      buy any real property for the use of the Club;

10.7.4      dissolve the Club.

11.        Quorum for Committee meetings

11.1. The quorum for Committee meetings may be fixed from time to time by a decision of the Committee, but it must never be fewer than two, and unless otherwise fixed it is two.

11.2.     If the total number of members of the Committee for the time being is fewer than the minimum required, the Committee must not take any decision other than to co-opt a Member or Members under rule 12 so as to bring the number of members of the Committee up to, or beyond, the minimum required.

11.3.     If at a meeting of the Committee the number of members of the Committee present is fewer than the quorum required, the Committee must not take any decision other than to adjourn the meeting.

12.        Powers of Committee

The Committee's powers shall include, but not be limited to:

12.1. Co-opting Members to fill any vacancy on the Committee until the next AGM;

12.2. appointing such sub-committees as they believe necessary. Any sub-committee so appointed shall be accountable to the Committee.

12.3. employing or contracting staff to carry out activities of the Club;

12.4. opening and operating a bank account in the name of the Club;

12.5. managing the financial affairs of the Club;

12.6. taking any action to promote the objects of the Club.

13.        Annual General Meeting

13.1.     The AGM of the Club shall be held in January each year (commencing in 2026) for the purpose of:

13.1.1      receiving the reports of the Committee and any sub-committees in relation to the Club’s activities;

13.1.2      receiving and if thought fit approving the accounts in respect of the preceding financial year;

13.1.3      electing the Officers of the Club; and

13.1.4      dealing with any other general business of the Club which is required to be ratified by the Members.

13.2.     Each Member shall be entitled to receive 21 days notice of an AGM.

13.3.      The notice shall state the date, time and place of the meeting, and proposals to resolve the matters set out in this rule.

13.4.     A Member may raise any matter at the AGM, provided that he has given 30 days notice to the Committee to that effect.

13.5.     An AGM may be held on the same date as a Social Meeting, at the same location, immediately before the Social Meeting.

14.        General Meetings

14.1.     A General Meeting shall be convened by the Committee within 28 days of receipt by it of a direction by the majority of Officers or of a requisition signed by at least one third of the total Members of the Club (or, in the case of a resolution for the dissolution of the Club, two-thirds). The resolution shall state fully and clearly the text of the resolution or resolutions to be put to the meeting.

14.2.     No General Meeting shall take place without giving 14 days' notice of the meeting to the Members.

14.3.     The notice shall state the date, time and place as well as the purpose of the meeting.

14.4.     A General Meeting may be convened on the same date as a Social Meeting, at the same location, immediately before the Social Meeting, but may also be convened on another date.

15.        Quorum at meetings

15.1.     The quorum for an AGM or a General Meeting may be fixed from time to time by the Members, except that a quorum must never be fewer than 12, and unless otherwise fixed, it is 12.

15.2.     The quorum for an AGM or General Meeting applies throughout the meeting.  Should the number of Members present fall below the number constituting a quorum, no further business shall be transacted and the meeting must be adjourned.

16.        Voting at meetings

16.1.     A Member may vote at an AGM or a General Meeting which falls in the period for which his subscription is valid. Every such member shall have one vote.

16.2.     Unless otherwise provided in this Constitution, resolutions properly put to an AGM or a General Meeting shall be passed by a simple majority of the votes of those Members present. In the event of equality of votes for and against a matter, the Chairman shall have a casting vote.

17.        Social Meetings

17.1.     The Club may hold Social Meetings as often as the Committee decides. These are the regular meetings at which presentations, lectures and demonstrations will normally take place.

17.2.     An attendance charge may be made to Members for attendance at Social Meetings. The amount of the charge will be determined by the Committee.

17.3.     No attendance charge is payable by a Member for attendance at the Social Meeting at which he applies for membership or pays a renewal subscription.

17.4.     A Member may bring a guest or guests to a Social Meeting. A Member must pay the attendance charge for that Member’s guests.

17.5.     No attendance charge is payable by a Member who is presenting to or speaking at the Social Meeting in question, or by a Committee Member.

17.6.     Only Members and guests of Members may attend a Social Meeting, with the exception of a non-Member who is presenting to or speaking at that meeting.  A member may bring up to ten guests to a social meeting.

18.        Finance

18.1.     The Accounting Year of the Club shall be from 1st January of each year.

18.2.     The Club shall open a bank account in the name of the Club.

18.3.     All subscriptions, attendance fees and other money received shall be deposited in the Club bank account.

18.4.     Every cheque drawn from the Club’s bank account shall be signed by the Chairman and the Secretary, or by such other Officers as may be authorised by the Committee.

18.5.     Electronic payments of a sum not exceeding £50 may be authorised by a single Committee member. Electronic payments of a sum exceeding £50 must be authorised by two Committee members.

18.6.     The Committee shall keep proper accounts of the Club. This obligation may be delegated to a Treasurer, if one is appointed.

19.        Dissolution

19.1.     The Club may be dissolved by a resolution passed by no less than 75% of Members present and voting at a General Meeting convened for that purpose.

19.2.     If the Members vote to dissolve the Club, any surplus funds on the winding-up shall be distributed equally among those persons who:

19.2.1  Are Members at the date of the vote to dissolve; or

19.2.2  Have been a Member in the period of twelve months preceding the date of the vote to dissolve.

19.3. The Committee may ask a Member to provide bank details for an account in the name of that Member to receive a transfer to the Member of the sum due to him under clause 19.2. If the Member fails to provide such details within 21 days, the Member shall be deemed to have authorised the Committee to donate that sum on his behalf to a military charity of the Committee’s choice.

20.        Miscellaneous matters

20.1.     Each Member undertakes to provide to the Club their current land address, e-mail address, telephone as often as they are changed together with all information that may be required to communicate with him.

20.2.     The Club’s privacy policy can be seen on its website at www.theLMHC.co.uk .

20.3.     In any case where any part or provision of these Rules is held to be unlawful, void or unenforceable, then that part or provision shall be deemed to be removed from these Rules so as to leave valid and enforceable the remainder of the Rules.

20.4.     Any communication to be served on the Club or to the Members shall be delivered by hand or sent by first class post, or recorded delivery or by e-mail.

It shall be deemed to have been delivered:

if delivered by hand: on the day of delivery;

if sent by post to the address most recently provided by the Member: 72 hours after posting;

if sent by e-mail to the address most recently provided by the Member: 24 hours after sending, provided by then no notice of non-receipt has been received by the sender.

20.5. In the event of a dispute between the Members, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.