The Evelyn Waugh Society
The name of the association is The Evelyn Waugh Society (“the Society”).
The Society and its property shall be administered in accordance with this Constitution by the members of the Executive Committee, chosen according to Clauses F and G of this Constitution.
The Object of the Society shall be to advance, for the public benefit, research and interest in the life and works of the English author Evelyn Waugh (1903-1966). This Object shall be achieved by:
1.) facilitating, supporting, and undertaking appropriate research;
2.) promoting and undertaking relevant conferences;
3.) and other such related purposes as the Executive Committee may from time to time decide.
In furtherance of the Object, the Executive Committee may exercise the following powers:
1.) power to raise funds and to invite and receive contributions;
2.) power to buy, take on lease or in exchange any property necessary for the achievement of the Object and to maintain and equip it for use;
3.) power subject to any consents required by the law to sell, lease, or dispose of all or any part of the property of the Society;
4.) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Society with repayment of the money so borrowed;
5.) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the Object;
6.) power to pay from the funds of the Society the premiums for liability insurance;
7.) power to cooperate with other societies, charities, voluntary bodies, and statutory authorities operating in furtherance of the Object or of similar purposes and to exchange information and advice with them;
8.) power to establish or support any charitable trusts, associations or institutions formed for the Object;
9.) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
10.) power to do all such other lawful things as are necessary for the achievement of the Object.
1.) Membership of the Society shall be open to: a.) individuals (over the age of 18 [eighteen] years) who are interested in furthering the work of the Society and who have paid any annual subscription laid down from time to time by the Executive Committee, and b.) any body corporate or unincorporated association which is interested in furthering the Society’s work and has paid any annual subscription laid down from time to time by the Executive Committee (any such body being called in this Constitution a “Member Organization”).
2.) Every member shall have one vote.
3.) Each Member Organization shall appoint an individual to represent it and to vote on its behalf at conferences of the Society and may appoint an alternate to replace its appointed representative at any conference of the Society if the appointed representative is unable to attend.
4.) Each Member Organization shall notify the Secretary of the Society of the name of the representative appointed by it and of any alternate. If the representative or alternate resigns from or otherwise leaves the Member Organization, he or she shall forthwith cease to be the representative of the Member Organization.
5.) The Executive Committee may unanimously and for good reason terminate the membership of any individual or Member Organization, provided that the individual concerned or the appointed representative of the Member Organization concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.
6.) On the recommendation of the Executive Committee, the Society may be invited to approve the appointment of Honorary Lifetime Members in recognition of their achievements and contributions.
1.) At the Conference of the Society, the members shall elect from amongst themselves a Chairman, a Secretary and a Treasurer, who shall hold office from the conclusion of that Conference.
2.) On the recommendation of the Executive Committee, the Conference may be invited to approve the appointment of an honorary Patron who shall usually be a person of major significance in the life or work of Evelyn Waugh. The appointment of Patron shall normally be for an indefinite period.
3.) On the recommendation of the Executive Committee, the Conference may be invited to approve the appointment of an honorary President who shall usually be a person of some standing in the literary world. The term of office of the President shall normally be 3 (three) years but may be extended subject to the approval of the Conference.
4.) On the recommendation of the Executive Committee, the Conference may be invited to approve the appointment of honorary Vice Presidents. This title may be conferred on an individual in recognition of exceptional service to the Society or otherwise to the furtherance of the Society’s Object. The term of office of the Vice President shall normally be 3 (three) years but may be extended subject to the approval of the Conference. There shall be no more than 5 (five) Vice Presidents at any time.
G.) Executive Committee
1.) The Executive Committee shall consist of not fewer than 3 (three) members nor more than 10 (ten) members, including the Chairman, Secretary and Treasurer, plus the Patron, President and Vice Presidents.
2.) The Chairman, Secretary and Treasurer shall retire from office together at the end of the Conference next after the date on which they came into office, but they may be re-elected or re-appointed.
3.) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
H.) Determination of Membership of the Executive Committee
A member of the Executive Committee shall cease to hold office if he or she:
1.) becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs; or
2.) notifies the Executive Committee that he or she wishes to resign.
I.) Executive Committee Members Not To Be Personally Interested
No member of the Executive Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee for the Society) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
J.) Meetings and Proceedings of the Executive Committee
1.) The Executive Committee shall meet whenever feasible. A special meeting may be called at any time by the Chairman or by any 2 (two) members of the Executive Committee upon not fewer than 30 (thirty) days’ notice being given to the other members of the Executive Committee of the matters to be discussed.
2.) The Chairman shall act as chairman of the meetings of the Executive Committee. If the Chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
3.) There shall be a quorum when at least three members of the Executive Committee are present at a meeting.
4.) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question, but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
5.) The Executive Committee shall keep minutes of the proceedings at meetings of the Executive Committee and any subcommittee.
6.) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this Constitution.
7.) The Executive Committee may appoint one or more subcommittees for the purpose of making any inquiry or supervising or performing any function which in the opinion of the Executive Committee would be more conveniently undertaken by a subcommittee, provided that all acts and proceedings of any such subcommittee shall be fully and promptly reported to the Executive Committee.
K.) Receipts and Expenditures
1.) The funds of the Society, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Society at such bank as the Executive Committee shall from time to time decide.
2.) The funds belonging to the Society shall be applied only in furthering the Object of the Society.
1.) There shall be a Conference of the Society held whenever feasible.
2.) Every Conference shall be called by the Executive Committee. The Secretary shall give at least 90 (ninety) days’ notice of the Conference to all members of the Society. All members of the Society shall be entitled to attend and vote at the Conference.
3.) The Chairman of the Society shall be the chairman of the Conference, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the Conference.
4.) The Executive Committee shall present to each Conference the report and accounts of the Society for the preceding years.
5.) Nominations for election to the Executive Committee must be made by members of the Society in writing and must be in the hands of the Secretary of the Executive Committee at least 30 (thirty) days before the Conference. Should nominations exceed vacancies, election shall be by ballot.
6.) All voting shall be by a show of hands or, if demanded, by ballot, with a requirement for a simple majority. In the event of a tied vote, the chairman of the Conference shall have a second or casting vote.
7.) Notwithstanding the above clause, the Executive Committee shall have the powers to arrange for members to vote by proxy at any Conference.
M.) Special Conferences
The Executive Committee may call a Special Conference of the Society at any time. If at least 10 (ten) members request such a conference in writing stating the business to be considered, the Secretary shall call such a conference. At least 30 (thirty) days’ notice must be given. The notice must state the business to be discussed.
N.) Procedure at Conferences
1.) The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every Conference of the Society.
2.) There shall be a quorum when at least one tenth of the number of members of the Society for the time being or 10 (ten) members of the Society, whichever is the greater, are present at any Conference or have submitted valid votes by proxy (if such be in force).
3.) Should there be no quorum at any Conference, then the Conference shall be rearranged for a later date.
Any notice required to be served on any member of the Society shall be in writing and shall be served by the Secretary or the Executive Committee. Notice may be served in person or by mail or e-mail to the member at his or her last known address.
P.) Alterations to the Constitution
The Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting, or voting by proxy (if such be in force), at a Conference. The notice of the Conference must include notice of the resolution, setting out the terms of the alteration proposed.
If the Executive Committee decides that it is necessary or advisable to dissolve the Society, they shall call a Conference of all members of the Society. The Executive Committee shall give at least 30 (thirty) days’ notice of such a conference, which notice shall state the terms of the resolution to be proposed. If the proposal is confirmed by a two-thirds majority of those present and voting, or voting by proxy (if such be in force), the Executive Committee shall have power to realize any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the Object of the Society as the members of the Society may determine or, failing that, shall be applied to some other charitable purpose.