La Société Guernesiaise, founded in 1882, became an incorporated body in 2004, under the La Société Guernesiaise (Incorporation) Law, 2003.
Section 2 of the Law provides that the objects of the Society are:
“ the study of all aspects of natural science and local research within the Bailiwick of Guernsey, including archaeology, history, genealogy, folklore, language, geography and geology, and the conservation of fauna and flora, including marine fauna and flora, and of buildings, objects and features of historic interest.”
Section 3 states that the functions of the Society are as follows:
“ The Society may act to promote and further its objects in such manner as it considers necessary or desirable, and in particular, but without prejudice to the generality of the foregoing, may –
(a) organise meetings, exhibitions, conferences, educational courses, social functions and visits to places of interest, wherever situated, and other events, to which at the Society’s discretion persons other than members of the Society may be admitted;
(b) maintain study collections, archives and a reference library;
(c) commission, publish, circulate and sell books, articles of research, journals and educational material in any medium including print and electronic media;
(d) co-operate, confer and exchange information with, and proffer advice to, persons, bodies corporate, public authorities, institutions and others, wherever situated; and
(e) provide such amenities and facilities as may be conducive to any or all of the objects of the Society.”
Section 4 of the Law provides for La Société to make rules for the conduct and management of its affairs.
Approved at the Annual General Meeting held on 17 March 2004
The following Rules are made in accordance with section 4 of the La Société Guernesiaise (Incorporation) Law, 2003 (“the Law”).
1. Persons desiring to become members shall apply to the Honorary Secretary on the application form of the Society with the appropriate remittance.
2. (a) The Council may appoint as Honorary Members persons who have rendered important services to the Society or who are especially distinguished in the subjects studied by the Society.
(b) Ordinary Members shall be persons who are ordinarily resident in the Bailiwick.
(c) Overseas Members shall be persons who are ordinarily resident outside the Bailiwick.
(d) Junior Members shall be persons under the age of sixteen, or students in full-time education under the age of twenty-three.
(e) Corporate Members shall be educational establishments, associations, societies or other corporate bodies, whether commercial or non-commercial.
(f) Ordinary or overseas members may opt to become Life Members by payment of a fixed sum in lieu of an annual subscription.
3. The rates of annual subscriptions and for life membership shall be determined by a simple majority of the Members present and entitled to vote at an Annual General Meeting or at an Extraordinary General Meeting convened for the purpose.
4. Subscriptions shall fall due on the first day of January each year.
5. The Annual General Meeting may determine a reduced rate of subscription for joint members and for family members. Joint members and family members shall all have the right to vote.
NON-PAYMENT OF SUBSCRIPTIONS
6. A Member whose subscription is not paid in full by the 31st day of January may not attend meetings of the Society until the subscription for the current year is paid.
7. Should the subscription remain unpaid in full by the thirtieth day of June, the Member shall be deemed to have resigned, and a letter to that effect shall be sent to the Member by the Honorary Treasurer.
RESIGNATION OF MEMBERS
8. A Member wishing to resign shall inform the Honorary Secretary or Honorary Treasurer in writing before the Annual General Meeting, otherwise the subscription for the current year shall be due.
9. The continuous study of the objects referred to in section 2 of the Law shall be carried out in Sections established with the approval of the Council. For each Section there shall be an Honorary Section Secretary, elected under Rule 15, who shall be responsible for the organisation of the Section, and the keeping of records of Section activities and the Section accounts.
MANAGEMENT OF THE SOCIETY
10. The Society shall be managed by a Council which shall consist of the following members all of whom (save for the Secretary) shall act in an honorary capacity:
The Immediate Past-President
Nine Ordinary Members
The Section Secretaries
Such other officers as may be appointed from time to time under Rule 19. Any such co-opted officers shall have a voice but no vote at Council meetings.
11. The President shall be elected by the Annual General Meeting for two years, and may be re-elected by the Annual General Meeting for further terms of one or two years. The President may also hold the office of Section Secretary, but may not hold any other office in the Society.|
12. The Vice-President shall be elected by the Annual General Meeting for two years, and may be re-elected by the Annual General Meeting for further terms of one or two years.
The Immediate Past-President
13. Upon the expiry of the term of office, or prior resignation, of the President, that person shall serve on the Council as Immediate Past-President for the period of the next President’s tenure.
14. The six Ordinary Members shall be elected at Annual General Meetings, and shall normally serve for periods of three years. Three with the longest service as such shall retire each year, and shall be ineligible for re-election in the same capacity for the next twelve months.
15. Section Secretaries shall be elected at Annual General Meetings and shall serve for one year. They shall be eligible for re-election.
The Secretary and Librarian, Treasurer, and Editor
16. (a) The Librarian, the Treasurer, and the Editor shall be elected at Annual General Meetings and shall each serve for one year. They shall be eligible for re-election. Each of these officers may arrange to have a Member of the Society as an assistant, but the assistant shall not as such be a Member of the Council. He or she may attend Council meetings only when deputising for his or her principal, and shall then have a voice in deliberations but no vote.
(b) The Secretary shall be responsible for seeing that all Council Meetings are properly conducted according to the Rules, and that proper Minutes of Council Meetings are kept. He or she shall be responsible for general correspondence, books and other artifacts of the Society, and sales of all publications. He or she shall also be responsible for the general good running of the Society, and for discharging any other functions which may from time to time be decided by the Council. The Librarian shall be responsible for the care of the books and other publications forming the library of the Society.
(c) The Treasurer shall be responsible for keeping all accounts in a proper manner, receiving monies, accounting for all expenditure, and maintaining a list of Members. He or she shall present the annual accounts at the Annual General Meeting.
(d) The Editor shall be responsible for all aspects of production and presentation of the annual Transactions. He or she shall be assisted in this task by an Editorial Committee appointed under rule 21.
Paid officers or employees
17 Where the Council deems it necessary to engage paid Officers or employees (whether or not they shall be entitled to a seat on the Council), such persons shall, on behalf of the Society, be appointed by the Council which shall determine their remuneration and terms of employment and shall supply them with written statements pursuant to the Conditions of Employment (Guernsey) Law 1985. Any such paid Officers or employees shall report and be responsible to the Council, either directly or through the appropriate Section Secretary as the Council shall direct.
18. Should any Council Member who has been elected at an Annual General Meeting be unavailable or unwilling to serve during the course of the year, or should any vacancy on the Council be unfilled at an Annual General Meeting, the Council may make a temporary appointment to the vacancy until the next Annual General Meeting.
19. In any year the Council may co-opt to the Council not more than two additional Members as officers with responsibilities for specific duties. Such appointments shall terminate on the date of the next Annual General Meeting unless extended by that Meeting.
20. Council meetings shall be called, through the Secretary, by the President, or him failing by the Vice-President, or him failing by the Immediate Past-President, with at least three days notice. The presence of seven Members shall constitute a quorum. The Chairman shall normally be the President, or in his or her absence the Vice-President, and shall have a casting vote only. All other Council Members shall have one vote. Members holding more than one office shall have only one vote.
21. The Council shall appoint an Editorial Committee for the purpose of Rule 27, and may appoint other standing or special Committees to assist in carrying out Society activities. Such Committees shall be composed of Society Members and shall include at least one Council Member. They shall be briefed by and responsible to the Council.
Regulations and adjudication
22. (a) The Council may from time to time make, repeal or amend all such regulations (not inconsistent with these Rules) as they shall think expedient for the management and well-being of the Society, and for the conduct of its own business. All regulations made by the Council under this Rule may be set aside only by a resolution of a general meeting of the Society.
(b) The Council shall have the sole right to adjudicate on the Rules of the Society and on any dispute about the conduct of the activities of Sections or Committees.
23. The monies of the Society, including all monies handled by the Sections, shall be allocated for such purposes and kept in such bank accounts or invested as the Council may from time to time decide. The bank, investment or other accounts of the Society shall be operated in accordance with such conditions as may from time to time be prescribed by the Council. All such monies shall be accounted for through the Treasurer, and the accounts of the Society shall be audited annually.
24. Subject to the approval of the Council, the Society, including the Sections, may hold fund-raising activities.
25. Sections may make a nominal charge to Members participating in their study activities in order to cover administrative expenses, such charge in any year to amount to no more than one-third of the annual subscription for Ordinary Members of the Society. Sections may also apply to the Council for the allocation of grants for general or specific expenses.
MEETINGS AND EXCURSIONS
26. (a) The Council shall make such arrangements as may be required from time to time for meetings, excursions, lectures, exhibitions or other activities of the Society.
(b) Such meetings, excursions, lectures, exhibitions or other activities shall be open to all Members unless the Council deems it necessary or desirable to limit the numbers attending. Notwithstanding the foregoing, no such limitation will be made in respect of Annual General Meetings or Extraordinary General Meetings.
(c) Corporate Members may nominate persons to attend meetings, excursions, lectures, exhibitions or other activities of the Society subject to such limitations as the Council may stipulate from time to time.
(d) Members shall not normally be charged for admittance to meetings, excursions, lectures, exhibitions or other activities, save in exceptional circumstances.
(e) Members shall be notified of meetings, excursions, lectures, exhibitions or other activities of the Society by such means as the Council considers reasonable.
TRANSACTIONS OF THE SOCIETY
27. (a) The Transactions of the Society for each year shall be published during the following year under the aegis of the Editorial Committee established by the Council under Rule 21.
(b) Members shall each receive free of charge a copy of the Transactions published in each year for which they have paid a subscription.
(c) Joint members, family members and corporate members shall receive only one free copy of the Transactions published in each year for which they have paid a subscription.
ANNUAL GENERAL MEETING
28. The Annual General Meeting of the Society shall be held before the end of April of each year for the purpose of transacting the following business:-
(a) to hear the reports of the President, the Secretary and the Section Secretaries;
(b) to receive the Annual Statement of Accounts;
(c) to elect the Officers and Members of the Council;
(d) to appoint an auditor or auditors; and
(e) to discuss any other matters or propositions affecting the Society.
29. At least twenty-one days notice of the Annual General Meeting shall be sent to Members.
30. Nominations for vacancies on the Council must be submitted in writing and received by the Secretary at least fourteen days before the Annual General Meeting, and must be signed by the proposer and seconder.
31. Any proposition intended to be brought forward by Members must be outlined in writing to the Secretary at least fourteen days before the Annual General Meeting, and must be signed by the two Members who are prepared to move and second the motion. The text of propositions and the names of proposers and seconders shall be posted in a conspicuous place at the headquarters of the Society at least twelve days before the Annual General Meeting.
EXTRAORDINARY GENERAL MEETINGS
32. On receipt of a request in writing signed by at least ten Members, the Secretary shall convene an Extraordinary General Meeting within twenty-eight days. An Extraordinary General Meeting may also be called by the Council.
33. Notice of an Extraordinary General Meeting shall be sent to Members not less than fourteen days before the date of the meeting.
34. A quorum shall be constituted for an Annual General Meeting or for an Extraordinary General Meeting by the presence of thirty Members entitled to vote.
REPRESENTATIVES OF CORPORATE MEMBERS
35. Corporate Members may each nominate one representative to attend an Annual General Meeting or an Extraordinary General Meeting and to vote on their behalf. The representative must inform the Honorary Secretary by the start of the Meeting that he is representing a Corporate Member.
ALTERATION TO RULES
36. No additions or alterations shall be made to these Rules unless accepted at an Annual General Meeting, or at an Extraordinary General Meeting convened for the purpose, by two-thirds of the Members present and entitled to vote.
37. The Council shall have the power to purchase, take, deal with and dispose of real property on behalf of the Society as the Council shall from time to time decide to be for the benefit of the Society and for the furtherance of the objects of the Society.-
DISSOLUTION OF THE SOCIETY
38. Notwithstanding the perpetual succession of the Society under the Law, the Society shall be dissolved by the consent of two-thirds of the Members present and entitled to vote at an Extraordinary General Meeting convened for the purpose of considering a motion to dissolve the Society, and confirmed by a majority of the Members present and entitled to vote at a second Extraordinary General Meeting convened within three months of the aforementioned Meeting.
39. Should the Society at any time be dissolved, any gifts made to the Society shall be returned to the donors or to their heirs if such a condition has been imposed or requested, following adequate and reasonable attempts to contact them. If no such condition or request exists they shall be offered to the States of Guernsey, unless a resolution to the contrary shall have been carried by at least two-thirds of the Members present and entitled to vote at the first meeting referred to in Rule 38. Any monies or other assets of the Society not disposed of under the terms mentioned shall not be paid to or distributed among the Members of the Society, but shall be given or transferred to some other charitable organisation having objects similar to the objects of the Society as decided by a simple majority of the Members present and entitled to vote at the second meeting referred to in Rule 38.