Shetland maritime Heritage Society Constitution

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Adopted on 29th June 2021

1 Name

1.1  The name of the constituted Society is ‘Shetland Maritime Heritage Society’ and it shall have a correspondence address for the time-being of 14 Alexandra Buildings, Lerwick, Shetland, ZE1 0LL. This address may be updated by agreement at a normal Committee meeting. 

2 Interpretation of Terms

2.1  The ’Society’ or ‘Society’ shall mean Shetland Maritime Heritage Society.  

2.2  The ‘Committee’ shall mean the Executive Committee of the Society as provided for under Clause 9.

2.3  ‘Member’ or ‘Members’ shall mean the member or members provided for under Clause 6.

3 Administration

3.1  Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this constitution by the Members of the Committee.

4 Objective

4.1  The Society’s core objective shall be: -

To promote, protect and preserve Shetland’s maritime history and traditional skills.

In furtherance of the above objective the Society will: 

4.2 Oversee, with partners, the ongoing training and skills development of a competent crew for sixareen sailing to facilitate safe public access to this experience and preserve traditional squaresail skills.

4.3 Bring together local service providers, skilled craftspeople, and others with relevant knowledge and experience to develop a series of public facing maritime activities, including a bi-annual festival.

4.4 Maintain an ongoing public presence with online and offline commentary and activity related to Shetland’s maritime heritage.

4.5 Actively seek partnerships with other relevant agencies and organisations with an interest in maritime heritage to share knowledge, research and develop skills training.

4.6 Raise funds through grant applications, fundraising or other means to ensure the financial ability of the Society to deliver its objectives.

4.7 Promote, deliver or collaborate on any projects or services that the Society shall from time to time determine to be of benefit to Shetland’s maritime heritage.

5 Powers

5.1 In furtherance of the objectives but not otherwise the Committee may exercise the following powers: -

5.1.1 To raise funds and to invite and receive contributions and to enter into any business agreement for the receiving of commission or levies for services rendered;

5.1.2 To buy, take on lease or exchange any property necessary for the achievement of the objectives and to maintain and equip it for use;

5.1.3 Subject to any consent required by law to sell, lease or dispose of all or any part of the property of the Society;

5.1.4 To contract such staff as are necessary for the proper pursuit of the core objectives and to make all reasonable and necessary provision for the payment of fees;

5.1.5 To employ agents or services as may be necessary to further the objectives of the Society;

5.1.6 To co-operate with other bodies and statutory authorities operating in furtherance of the objectives or of similar purposes and to exchange information and advice with them;

5.1.7 To establish or support any trusts, associations or institutions formed in pursuance of the objectives;

5.1.8 To appoint and constitute such advisory or sub-committees as the Committee may think fit;

5.1.9 To do all such other lawful things as are necessary for the achievement of the objectives;

5.1.10 To promote, support, organise or participate in conferences, seminars, exhibitions, training, courses, lectures and similar projects;

5.1.11 To publish or communicate by any desirable and effective means, relevant information;

5.1.12 To establish relationships, association and liaison with other persons and other bodies (including professional and trade associations) worldwide with similar or related objectives and exchange information and studies and results concerning all matters related thereto;

5.1.13 To facilitate the giving of advice, assistance and representation to members or other persons;

5.1.14 To collect all membership fees, donations and grants;

5.1.15 At the discretion of the Committee to ask anyone to attend meetings as they think appropriate.

6 Membership

6.1 Membership of the Society shall be open to any individual person, business or service provider irrespective of political party, nationality, religion or political opinion who is interested in furthering the objectives and who has paid the annual subscription laid down from time to time by the Committee.

6.2 At the discretion of the Committee, Associate Membership shall be open to any organisation or association supporting maritime heritage in Shetland.

6.3 Each member ‘whether an Individual’ or ‘representing a Society’ shall have one vote except for Associate Members who cannot vote on matters.

6.4 The Committee may by majority vote and for good reason terminate the membership of any individual member or Society: Provided that the individual concerned shall have the right to be heard by the Committee.

6.5 Other classes of membership may be created as the Society may from time to time decide.

6.6 The Society may decide that there shall be an annual membership fee paid by the different classes of members at such rates as it may from time to time decide.

6.7 Annual membership fees shall become due upon commencement of membership of the Society and thereafter on 1st August or such date or dates as the Society shall decide.

6.8 Membership shall be deemed to have been terminated if any membership fee is outstanding after a period of three months from the date on which it first fell due.

6.9 Membership will act as a focal point for collective local Shetland maritime heritage consultation and dialogue through electronic or manual communication.

7 Membership Fees

7.1 The membership fee for each Member shall be such sums as shall from time to time be recommended by the Committee and approved by the Committee in a Committee Meeting. Membership fees are payable to Shetland Maritime Heritage Society.

7.2 Subject as herein provided membership fees shall fall due immediately upon joining. Subscriptions shall fall due on 1st August in each year and such subscriptions shall be for the ensuing calendar year.

7.3 Any Member who joins in any year shall become liable to pay the membership fee and his first annual subscription forthwith upon notification of election as a Member.

7.4 If a Member shall join after 1st June in any year that Member’s subscription shall cover the next following year. 

7.5 Any Member who does not pay their membership fee within three calendar months will have their membership terminated. This will not disqualify the Member from making application for re-admission as a member on the standard terms. 

8 Honorary Officers

8.1 Honorary Officers, such officers being a Chairperson, a Vice-Chairperson, a Secretary, and a Treasurer shall be appointed on the establishment of the Society. This shall initially be done on an appointment basis based on individuals known skills, knowledge, experience and willing commitment to the Society. 

8.2 Subsequent appointments shall be made at the Annual General Meeting of the Society where the Members shall elect the Honorary Officers from amongst themselves.
 

9 Executive Committee

9.1 The Executive Committee shall consist of not less than six and not more than eight Members, meeting not less than four times per year.

9.1.1 The Executive Committee includes the honorary officers specified in the preceding Clause;

9.1.2 Nominations of Members wishing to hold office on the Committee must be submitted to the Committee before the election at the Annual General Meeting.

10 Determination of Membership of Committee

10.1 A Member of the Committee shall cease to hold office if he or she: -

10.1.1  Becomes incapable on medical grounds of managing and administering his or her own affairs;

10.1.2  Is absent without notification to the Committee from all their meetings held within a period of three consecutive meetings and the Committee resolve that his or her office is vacated; or

10.1.3  He or she notifies 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 place)

11 Committee Members not to be personally interested in the following:

11.1 Subject to the provisions of sub-clause (2) of this clause no member of the Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee for the Society).

11.2 The Committee to act in a professional capacity on behalf of the Society: Provided that at no time shall a majority of the Members of the Committee benefit under this provision and that a Member of the Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion. 

12 Meetings and proceedings of the Committee.

12.1 The Committee shall hold a minimum of four meetings each year. A special meeting may be called at any time by the Chairperson or by any two Members of the Committee upon not less than 14 days’ notice being given to the other Members of the Committee of the matters to be discussed.

12.2 The Chairperson shall act as Chairperson at meetings of the Committee. If the Chairperson is absent from any meeting the Vice-Chairperson shall act as Chairperson. If both the Chairperson and Vice-Chairperson are absent from any meeting, the Members of the Committee present shall choose one of their number to be Chairperson of the meeting before any other business is transacted.

12.3 There shall be a quorum with at least four members of the Committee in attendance.

12.4 Every matter shall be determined by a majority of votes of the members of the Committee present and voting on the question but in case of equality of votes the Chairperson of the meeting shall have a second or casting vote.

12.5 The Committee shall keep minutes of the proceedings at meetings of the Committee.

12.6 The Committee may appoint one or more sub-committees consisting of three or more Members for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such committees shall be fully and promptly reported in writing to the Committee.

13 Receipts and Expenditure

13.1 The funds of the Society, including all donations and fees, 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, one such member being the Honorary Treasurer. The Committee shall have power to appoint a deputy Honorary Treasurer during extended absence of the Honorary Treasurer.

13.2 The funds belonging to the Society shall be applied only in furthering the objectives.

13.3 The Committee to have power to invest any Society funds not required for immediate use in a building society, investment account or other ‘low risk’ areas.

14 Property

14.1 Subject to the provision of sub-clause (2) of this clause, the Committee shall cause the title to: 

14.1.1 All land held by or in trust for the Society; and

14.1.2 All investments held by or on behalf of the Society; to be vested either in a corporation entitled to act as 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 act only in accordance with the lawful directions of the Committee, the holding trustees shall not be liable for the acts and defaults of its Members.

14.2 The Association shall have the power to own intellectual property, such as, internet domain names, texts and images in websites and other promotional material and the results of teaching or research projects.

15 Accounts

15.1 The Committee shall comply with their obligations under current legislation (or any statutory re-enactment or modification of that legislation or any regulation made) with regard to;

15.1.1 The keeping of accounting records of the Society;

15.1.2 The preparation of annual statements of accounts for the Society;

15.1.3 The auditing or independent examination of the statements of accounts of the Society.

16 Annual Report

16.1 The Committee shall comply with their obligations under current legislation (or any statutory re-enactment or modification of that legislation or any regulation made) with regard to the preparation of an annual report.

17 Annual Return

17.1 The Committee shall comply with their obligations under current legislation (or any statutory re-enactment or modification of that legislation or any regulations made) with regard to the preparation of any necessary annual returns.

18 Annual General Meeting

18.1 There shall be an Annual General Meeting of the Society which shall be held in the month of February in each year or as soon as practicable thereafter.

18.2 Every Annual General Meeting shall be called by the Committee. The Secretary shall give at least 21 days’ notice of the Annual General Meeting to all the Members of the Society unless the general meeting consents, exceptionally, to a reduced period of notice. All Members of the Society shall be entitled to attend and vote at the meeting.

18.3 The Committee shall present to each annual general meeting the report and accounts of the Society for the preceding year.

18.4 Nomination for election to the Committee must be made by two Members of the Society (one acting as proposer and the other as seconder) Should nominations exceed vacancies, election shall be by ballot.

18.5 The Committee can co-opt onto the committee ‘for any special purpose or project’ any Member they decide may be suitable, provided the total number of Committee members does not exceed 10 at any point. 

19 Extraordinary General Meetings

19.1 The Committee may call an extraordinary general meeting of the Society at any time. If at least ten Members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.

20 Proceedings at Annual or Extraordinary General Meetings

20.1 The Secretary or other person specially appointed by the Committee shall keep a full record of proceedings at every general meeting of the Society.

20.2 There shall be a quorum when at least 20% of Members of the Society are present.

20.3 Facilities shall be provided to enable those Members not able to attend an AGM or any Special General Meeting to vote by proxy or electronically.

21 Notices

21.1 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 Committee on any Member either personally, by e-mail, or by sending it through the post in a pre-paid letter addressed to such Member at his or her last known address in the United Kingdom. Any letter sent by e-mail shall be deemed to have been received on the day it was sent and any letter sent by post shall be deemed to have been received within 10 days of posting. No Member shall have his or her membership terminated unless a letter has been sent to the Member calling for arrears of payments.

22 Expulsion or Suspension of Members

22.1 Any Member being charged with or suspected of conduct such as in the opinion of the Committee renders it desirable that an enquiry be held shall be invited to attend a meeting of the Committee, and the Committee shall then enquire into the nature of the allegations made against him or her. If after the enquiry, the Committee finds that the allegations are established either in whole or in part against him or her, they may be cautioned or suspended, or required to resign their membership, or may be expelled from the Society; and the decision of the Committee may be published by the Committee in such a manner as it thinks fit.

22.2 No Member shall be suspended, required to resign or expelled except by a resolution supported by the majority of the Members of the Committee. No action or other proceedings shall lie against the Members of the Committee or any of them in respect of any of the matters dealt with under this Rule and no Member against whom the Committee has decided upon a suspension, requirement to resign or expulsion shall have any claim in respect of his subscription or otherwise howsoever.

23 Alteration to the Constitution

23.1 Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the Members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

23.2 No amendments may be made which would have the effect of making the Society cease to be an established Society at law.

23.3 The Committee should promptly send to any relevant body a copy of any amendment made under this clause.

23.4 The mailing address detailed in Section 1 of this constitution may be altered without a general meeting.

24 Dissolution

24.1 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 21 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 these present and voting the Committee shall have the power to release 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 institutions having objectives similar to the objectives of the Society as the Members of the Society may determine or failing that shall be applied for some other charitable purpose. 

25 Adoption of this constitution

25.1 This constitution being the first constitution of the Shetland Maritime Heritage Society was adopted on 29th June 2021 and witnessed by persons signing below in their capacity as founders of the Society. 

Signed: -  

Robert Andrew Brian Wishart

Basil Robert Johnson Wishart

Emma Irene Miller