adopted on 15th May 2002

1. Name.

   The name of the association is Oxford Ornithological Society (the Society).

2. Objects.

   The Society's objects (the objects) are to advance education concerning ornithology amongst members of the Society and of the public, and to further the conservation of birds, in particular by

   1. studying and promoting the study of avifauna particularly of Oxfordshire, and
   2. recording the results of such studies and publishing the useful results.

3. Powers.

   In furtherance of the objects but not otherwise the Committee may exercise the following powers:

   1. to raise funds and to invite and receive contributions whether by way of subscriptions or otherwise provided that in raising funds the Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law
   2. to arrange and provide for, or join in arranging and providing for, the holding of meetings, excursions, lectures, classes, exhibitions, seminars and training courses
   3. to promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof for the benefit of the public
   4. to collect and disseminate information on all matters affecting the objects and exchange such information with other bodies having similar objects whether in this country or overseas
   5. to cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents, films or recorded tapes or other information media (whether audio or visual or both) as shall further the objects
   6. to co-operate with other charities, voluntary bodies and Government departments, Local Authorities, statutory authorities, operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them
   7. to bring together in conference representatives of voluntary organisations, Government departments, Local Authorities, statutory authorities and individuals
   8. to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use
   9. subject to any consents required by law, to sell, lease or dispose of all or any part of the property of the Society
   10. subject to any consents required by law, to accept gifts, borrow or raise money for the objects on such terms and on such security as shall be deemed to be necessary
   11. to invest the money of the Society not immediately required for the objects in or on such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law
   12. to employ such staff (who shall not be members of the Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants
   13. to establish or support any charitable trusts, associations or institutions formed for all or any of the objects
   14. to appoint and constitute such advisory committees as the Committee may think fit
   15. to do all such other lawful things as are necessary for the achievement of the objects.

4. Membership.

   1. Membership of the Society shall be open to any person or persons interested in furthering the objects and shall be divided into the following categories:

      1. individual membership
      2. family membership
      3. corporate membership
      4. life membership

   2. Every member of any category shall have one vote (so that family members shall have only one vote between them)
   3. Each corporate member shall appoint an individual to represent it and to vote on its behalf at meetings of the Society, and may appoint an alternate to replace its appointed representative at any meeting of the Society if the appointed representative is unable to attend
   4. Each corporate member shall notify the name of the representative appointed by it and of any alternate to the Secretary. If the representative or alternate resigns from or otherwise leaves the corporate member, he or she shall forthwith cease to be the representative of the corporate member.
   5. Every member (other than life members) shall pay an annual subscription which shall become due on 1st October in each year
   6. Different subscriptions may be fixed for different categories of membership and further differences in subscription may be made, for example a reduced subscription may be provided for those individual members under the age of 18 years or in full time education
   7. The amount of the differing subscriptions for the year from the following 1st October shall be determined at the Annual General Meeting or at a Special General Meeting
   8. Any member joining the Society after the Annual General Meeting but before 1st October in any year shall pay a subscription of the amount determined for the following year, but shall not be required to pay any amount in respect of the period from the date of joining until the 1st of October in that year
   9. Any member whose subscription shall not be paid in full by 31st December in any membership year shall cease to be a member of the Society
   10. The Committee shall have the right
       1. to approve or reject applications for membership and
       2. for good and sufficient reason to terminate the membership of any person in any category provided that the individual member or members or the individual representing a corporate member (as the case may be) shall have the right to be heard by the Committee before a final decision is made.

5. The Committee.
   1. The Society, its policy, affairs and property shall be administered and managed in accordance with this constitution by a Committee whose members shall be elected at the Annual General Meeting in accordance with clause 5.7
   2. The Committee shall consist of not less than five members nor more than fifteen members being:
      1. the Honorary Officers specified in clause 6
      2. members elected at the Annual General Meeting who shall hold office from the conclusion of that meeting

   3. The Committee may in addition appoint not more than four co-opted members provided that no-one may be appointed as a co-opted member if, as a result, more than one-third of the members of the Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Committee called under clause 9.1 and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant
   4. All the members of the Committee with the exception of the President shall retire from office together at the end of the Annual General Meeting next after the date on which they came into office but they shall be eligible for re-election
   5. The proceedings of the 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
   6. Nobody shall be appointed as a member of the Committee who is aged under eighteen or who would if appointed be disqualified under the provisions of clause 7
   7. Nominations for honorary officers or members of the Committee must be made by members of the Society in writing and must be in the hands of the Secretary at least fourteen days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot of those members present at the Annual General Meeting
   8. The Committee may appoint such standing or special sub-committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such standing or special sub-committees shall be reported back to the Committee as soon as possible.

6. Honorary Officers.
   1. At the Annual General Meeting of the Society the members shall elect from amongst themselves the following Honorary Officers who shall hold office from the conclusion of that meeting: President, Chairman, Secretary, Treasurer and such other Honorary Officers as the Committee shall from time to time decide
   2. All past Presidents of the Society shall be Vice-Presidents, who shall not need to be elected at the Annual General Meeting
   3. The Honorary Officers shall hold office from the conclusion of the Annual General Meeting at which they are elected:
      1. in the case of the President for a period of three years at the expiration of which he or she shall be eligible for re-election normally for not more than one further term of three years and
      2. in the case of the other Honorary Officers for a period of one year when they shall retire as provided in clause 5.4.

7. Determination of Membership of the Committee.

   A member of the Committee shall cease to hold office if he or she:

   1. is disqualified from acting as a member of the Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision)
   2. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs
   3. is absent without the permission of the Committee from all their meetings held within a period of six months and the Committee resolve that his or her office be vacated; or
   4. notifies to the Committee a wish to resign (but only if at least three members of the Committee will remain in office when the notice of resignation is to take effect).

8. Committee Members not to be personally interested.

   No member of the 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 Committee) in any contract entered into by Committee.

9. Meetings and proceedings of the Committee.
   1. Meetings of the Committee may be called at any time by the President, the Chairman or by any three members of the Committee on not less than seven days' notice being given to the other members of the Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than fourteen days' notice must be given
   2. The Chairman shall act as chairman at meetings of the Committee. If the Chairman is absent from any meeting, the President shall be the chairman of the meeting. Otherwise the members of the 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 one-third of the number of members of the Committee for the time being or three members of the Committee, whichever is the greater, are present at a meeting
   4. Every matter shall be determined by a majority of votes of the members of the 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 Committee shall keep minutes of the proceedings at meetings of the Committee and any sub-committee
   6. The 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.

10. Receipts and expenditure.
    1. The funds of the Society, including all subscriptions, donations, contributions and bequests, shall be paid into an account operated by the Committee in the name of the Society at such bank as the Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Committee.
    2. All moneys raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose provided that nothing herein contained shall prevent the repayment to members of the Committee or of any sub-committee appointed under clause 5.8 hereof of reasonable out-of-pocket expenses.

11. Finance.
    1. The Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
       1. the keeping of accounting records for the Society
       2. the preparation of annual statements of account for the Society
       3. the auditing or independent examination of the statements of account of the Society
       4. the transmission of the statements of account of the Society to the Charity Commissioners
       5. the preparation of an annual report and its transmission to the Charity Commissioners and
       6. the preparation of an annual return and its transmission to the Charity Commissioners.

    2. An audited or independently examined statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as aforesaid.

12. Trust property.
    1. Subject to the provisions of clause 12.2, the Committee shall cause the title to:
       1. all land held by or in trust for the Society which is not vested in the Official Custodian for Charities; and
       2. all investments held by or on behalf of the Society to be vested either in a corporation entitled to act as a custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Committee at their pleasure and shall act in accordance with the lawful directions of the Committee. Provided they only act in accordance with the lawful directions of the Committee, the holding trustees shall not be liable for the acts and defaults of its members

    2. The holding trustees shall be entitled to an indemnity out of the property of the Society for all expenses and other liabilities properly incurred by them in the discharge of their duties.

13. Annual General Meeting.

    Once a year an Annual General Meeting of the Society shall be held at such time (not being more than fifteen months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. At least twenty one clear days' notice shall be given in writing by the Secretary to each member, who shall be entitled to attend and vote. At the Annual General Meeting the business shall include the election of honorary officers; the election of members to serve on the Committee; the election of auditors or an independent examiner if required by the constitution; the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited or examined accounts; the determination of the amount of the subscriptions for the following year; and the transaction of such other matters as may from time to time be necessary.

14. Special General Meetings.

    The Committee may call a special general meeting of the Society at any time. If at least fifteen members request such a meeting in writing stating the business to be considered the Secretary shall call such a meeting. At least twenty-one days' notice must be given. The notice must state the business to be discussed which shall be the only business discussed at such meeting.

15. Alterations to the Constitution.
    1. Subject to the following provisions of this clause, this Constitution may be altered by a resolution passed by not less than two-thirds of the members present and voting at a general meeting of the Society. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed
    2. No amendment may be made to clause 1 (the name of charity clause), clause 2 (the objects clause), clause 8 (Committee members not to be personally interested clause), clause 16 (the dissolution clause) or this clause without the prior consent in writing of the Charity Commissioners
    3. No amendment may be made which would have the effect of making the Society cease to be a charity at law
    4. The Committee should promptly send to the Charity Commissioners a copy of any amendment made under this clause.

16. Dissolution.

    If the Committee decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, of which not less than twenty-one days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Committee shall have power to realise 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 objects of the Society as the members of the Society may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts for the final accounting period of the Society must be sent to the Charity Commissioners.