THE HERALDRY SOCIETY OF SCOTLAND

CONSTITUTION 

(Revised 1992 – last amendment May 2004)

1. Name 

The name of the Society shall be “The Heraldry Society of Scotland”. 

2. Aims and Objects

The aims and objects of the Society shall be to encourage the study and practice in Scotland of heraldry and allied subjects, both indigenous and international, by arranging lectures, discussions, visits, publications and exhibitions; by collecting items and publications for a Scottish Museum of Heraldry and an associated Library; by seeking to co-operate with other Societies devoted to the same or similar purposes and by such other means as the Committee may from time to time determine. 

3. Membership 

3.1 Ordinary Members of the Society shall be people interested in matters falling within the aims and objects of the Society. 

3.2 Junior Members of the Society shall be people, who are interested in such matters and who, on the first day of the Society's financial year, have not attained the age of 18 years. 

3.3 Corporate Members of the Society shall be organisations wishing to initiate or foster an interest in such matters among some or all of their members. 

3.4 A person wishing to become an Ordinary or Junior Member or an organisation wishing to become a Corporate Member shall apply in writing to the Membership Secretary who shall refer the application to the Committee for decision. 

3.5 The Committee shall not be obliged to accept an application for membership and shall have the right to terminate the membership of any Member. 

3.6 The Society may have, as well as the three categories of Member described above, the following categories, namely:

President

Vice-Presidents

Fellows

Honorary Members

All such appointments and honours recommended by the Committee for ratification at the Annual General Meetings shall be for indefinite terms but without prejudice to the right of the committee to terminate any membership at any time. 

3.7 Fellowship may be conferred on any person in recognition of services rendered to heraldry generally as distinct from this Society in particular.

Vice-Presidency or Honorary Membership may be conferred on any Member in recognition of services rendered by him or her to the Society and on any person whom the Society wishes to honour. Recommendations by the Committee for Presidency, Vice-Presidency, Fellowship or Honorary Membership shall be submitted to every Member of the Society along with notification of the Annual General Meeting. 

3.3 No Member, without the consent of the Committee, shall seek to advance any cause or matter other than that of the Society by publicising his or her membership of it. 

3.9 The Committee shall ensure that Members of the Society may have convenient access to a reasonably up-to-date list of the names and addresses of all Members. 

4. Management 

4.1 The business of the Society shall be managed by a Committee, which shall consist of Officers and Elected Committee Members and may include others. A Quorum shall consist of five, three of whom shall be Office Bearers. 

4.2 There shall be six Officer appointments, namely:-

Chairman

Secretary

Treasurer

Editor

Membership Secretary

Social Secretary.

It shall be permissible for one Officer to hold two of these appointments at the same time but the number of Officers shall be not less than Four. 

4.3 At any meeting of the Committee or of the Society where a decision has to be reached by vote (and no other provision of this Constitution determines otherwise), the proposition shall be carried by a simple majority of those voting. The Chairman shall have a casting vote. 

4.4 Elected Committee Members shall number no fewer than three nor more than five. 

4.5 Each Officer and Elected Committee Member shall be elected at an Annual General Meeting for a term of up to three years and shall be eligible for re-election. A Committee Member who fails to attend three consecutive meetings of the Committee without due cause and notification will be deemed to have resigned from the Committee. 

4.6 Not later than the 15th day of January in each year the Secretary shall send by post to every Member of the Society a statement showing the vacancies for Officers and Elected Committee Members which at that time can be foreseen as bound to be available for filling at the next Annual General Meeting; and the statement shall be accompanied by a nomination paper covering every such vacancy. 

4.7 To be valid, a nomination shall be received by the Secretary by the 31st day of March following, shall be in writing (whether or not on the form provided) and shall be signed by the proposer, seconder and candidate, the last signifying readiness to stand. 

4.8 If the number of candidates for any appointment necessitates a vote, a voting paper showing the names of the candidates and the proposer and seconder of each shall be sent to every Member of the Society with the notice of the Annual General Meeting. 

4.9 Every Member of the Society, including Corporate Members (which shall nominate one representative), will have one vote. Voting may be either by post, using the envelope, which shall be supplied with the voting paper and which shall be opened at the Annual General Meeting, or by bringing the voting paper to that Meeting. 

4.10 Nothing in 4.6 to 4.9 above shall prevent an Annual General Meeting from filling any vacancy for an Officer or Elected Committee Member which has not been notified to all Members of the Society in accordance with 4.6 above because the vacancy could not be foreseen by the Secretary when the statement was prepared. 

4.11 On the occurrence of a vacancy among the Officers causing their number to fall below four, the Committee shall, and on the occurrence of the vacancy not having that effect the Committee may, fill the vacancy by appointing until the next Annual General Meeting any eligible Member of the Society. 

4.12 If there be a vacancy among the Elected Committee Members, the Committee may fill it until the next Annual General Meeting by co-opting any eligible Member of the Society. In the absence of any such vacancy the Committee may co-opt until the next Annual General Meeting not more than three Members of the Society whose qualifications enable them to make contributions of special value to the Committee's work. 

4.13 In the determination of whether a Member of the Society is eligible to become a member of the Committee, no account shall be taken of any part-year of Committee service brought about through the exercise of the Committee's own powers of appointment of co-option.  

5. Subscription 

No subscription shall be exigible from the President or from any Vice-President, Fellow or Honorary Member. All Ordinary Members or Corporate Members shall pay such subscription as is from time to time decided by an Annual or Special General Meeting. A Junior Member shall pay a subscription of one half that of an Ordinary Member. Any Member whose subscription is unpaid on the last day of August shall be entitled to have a written reminder sent to the Member's address last known to the Society. Without prejudice to the right of the Committee to terminate any membership at any time, any Member whose subscription is still unpaid on the last day of October shall, unless the Committee decide otherwise, then cease to be a Member. 

6. Business Meetings 

6.1 The Annual General Meeting of the Society shall be held within two months after the end of the financial year which shall end on the 31st March; at least 28 days before the date of the meeting, notice of it shall be sent to every Member. The audited accounts of the Society for the preceding financial year shall be presented by the Treasurer to the Annual General Meeting. Each Annual General Meeting shall elect the Auditor for the Year then current. 

6.2 A Special General Meeting shall be called by the Secretary on the instruction of the Committee or on the request in writing by two-thirds of the Members of the Society. At least 28 days before the date of a Special General Meeting notice of it shall be sent to every Member, together with all explanation of the reasons for it. 

7. General 

7.1 The Committee shall be the sole authority for the interpretation of the Constitution. 

7.2 The Constitution may be changed only at an Annual General Meeting or Special General Meeting and then only if the change is approved by at least two-thirds of the Members present. Any Member of the Society who wishes to propose a change to the Constitution shall send the proposal in writing to the Secretary not less than 14 days before the date of the meeting at which he or she wishes it to be discussed. 

7.3 If the Society should cease to function, any property and money remaining after the settlement of all debts and charges against the Society shall he donated to a charitable body devoted to the furtherance of heraldry in Scotland, which failing, to the National Museums of Scotland or their successor.