The aims and objectives of the Society shall be to foster and facilitate an understanding and appreciation of the history, organisation and social life of the navy by:.
selecting, editing and publishing documents (including images, film etc) that are relevant to these themes and appropriate to scholars, serving personnel and the general public
reproducing rare or generally inaccessible works of naval interest
reproducing translations of similar manuscripts or works in foreign languages
The management of the affairs of the Society shall be vested in a Council of Trustees, consisting of a President, up to four Vice-Presidents and up to twenty-four other members of the Society; to be elected for individual four-year terms by the members of the Society in attendance at an Annual General Meeting (AGM) to be held each summer. No fees will be payable to any Trustee. No Trustee, or group of Trustees, may act on behalf of the Society, unless formally authorised to do so, without prior approval of a meeting of the Trustees convened under the terms defined in Paragraph 8.
The Trustees will be supported by the Officers of the Society, including some or all of the following: a General Editor, an Online Editor, a Secretary, a Treasurer and a Membership Secretary. Each Officer role shall have a Job Specification, prepared by the Secretary or nearest equivalent, and may have a retainer. All Job Specifications and retainers shall be subject to approval by the Trustees.
On appointment, each Vice-President shall assume a specific role as Chair of one the Society’s Committees. He/she should be expected to fulfill that same role for the duration of his/her term as Vice-President unless or until he/she is appointed Senior Vice-President. The role of the Senior Vice-President shall be to support the President in the overall co-ordination of the Society’s activities.
In order to effect election of Trustees, the Secretary, or nearest equivalent, will prepare a list of members of the Society who have been proposed as Trustees, and such list (including appropriate contact details), together with an announcement of the AGM, shall be made available to every member of the Society two weeks in advance (if possible) of the date of the AGM.
The Trustees may appoint Committees, with such deputed powers, as they may deem advisable. Each such Committee will have Terms of Reference approved by the Trustees and will be chaired by a Vice-President. Each Committee will include the Secretary (or nearest equivalent) and the relevant Officer, if applicable, together with at least two Trustees.
The Trustees shall meet when necessary for the dispatch of business. The President or a Vice-President will convene and chair such meetings. Decisions will be determined by a majority of the Trustees in attendance, with the Chair having a casting vote if necessary. Minutes will be taken. Five Trustees will form a quorum. The appointment of any Trustee unable to attend three consecutive Trustee meetings will lapse unless each such individual is re-appointed at the relevant meeting.
The Trustees shall draw up a Report on the activities and financial status of the Society, to be presented at the AGM, and to be made available to every member two weeks in advance (if possible) of the date of the AGM.
The Trustees shall submit to the appropriate Regulator the annual report, statement of accounts and any other information required by law.
The Trustees shall normally be elected for not more than four years although individuals can be removed at any time by a majority vote of those Trustees in attendance at a quorate meeting. At the end of each four-year term Trustees will be ineligible for re-election for a period of one year. However, the senior Vice-President will have the option to stand for re-election as a Trustee at the end of his/her term as a Trustee.
Similarly, Officers will be appointed for terms of no more than four years. Appointments can be terminated, subject to 30 days’ notice except in the event of gross misconduct, by a majority vote of those Trustees in attendance at a quorate meeting. Officers will be eligible for immediate re-appointment at the end of each four-year term. Appointments can be resigned, also subject to 30 days’ notice save in the case of termination in the event of ill health or serious personal problems.
Officers have delegated authority to contract on behalf of the Society subject to the prior approval of at least one Vice-President. However, general authority for Officers to enter into minor obligations on behalf of the Society, without such prior approval, can be granted in the relevant Job Specification, subject to an appropriate cap.
Should the office of President, Vice-President or any Officer become vacant, the President and Vice-Presidents shall have the power to appoint a replacement to fill such office until the next Trustee Meeting which can confirm an interim appointment until the next AGM when a proposed replacement will require ratification by members of the Society attending the AGM.
The Trustees may elect one or more Corresponding Members to represent the Society overseas. The parameters of any such appointment should be agreed by the Trustees in advance of the appointment.
The Trustees shall have control of the funds of the Society. They:
may sanction such disbursements as may appear advisable for furthering the objects of the Society
will ensure the maintenance of appropriate accountancy records
will decide a policy on reserves
An Annual Budget, including a projection of income, expenditure and cashflow for the forthcoming year, will be prepared by the Treasurer, or nearest equivalent, for discussion and approval by the Finance Committee prior to submission to the next Trustee meeting.
The Trustees may delegate day to day control of the Society’s investments to the Finance Committee. The Committee shall recommend a policy on the maintenance of reserves, and will be authorized to invest in any investments for the time being permitted by law.
Subject to the foregoing, and with due regard to the objects of the Society and the requirements of the appropriate Regulator, the Finance Committee shall be charged with full power to make such changes in, additions to, and disposals of the Society’s investments as it shall from time to time consider advisable.
The Society’s accounts shall be audited each year by an Independent Examiner who is reasonably believed by the Trustees to have the requisite ability and practical experience to carry out a competent examination of the accounts. The Independent Examiner, who cannot also be a Trustee or an Officer, is to be appointed by the Trustees, may receive an appropriate retainer and should submit any formal reports directly to the Trustees.
If the office of Independent Examiner shall become vacant the President and Vice-Presidents shall, at their discretion, appoint an appropriately qualified individual to fill the office.
Anyone wishing to become a member of the Society may be admitted subject to payment of the appropriate membership subscription. The Trustees reserve the right to refuse an application, or withdraw membership, from any member on the grounds of deeming him/her to have acted against the interests of the Society.
Each member of the Society shall pay a yearly subscription, due on admission and each succeeding anniversary.
All members belonging to a membership category that confers entitlement to a hard copy Volume shall be eligible to receive a hard copy of any standard Volume issued by the Society in any year in which his/her subscription is paid and up to date. There may be a charge for any additional material offered by and ordered from the Society.
Any member who wishes to withdraw from the Society, or who shall not pay his/ her subscription for the current year within one month after it has become due, shall thereupon cease to be a member of the Society.
The Society may collect subscriptions or other payments due to the Society in any appropriate manner. Officers may give any appropriate indemnity required by the entities administering such payments subject to the prior approval of the President or at least one Vice-President. Once implemented, any indemnity must be reported to the next Trustee meeting.
All Society publications shall be subject to the approval of the Trustees, although the power to grant that approval may be delegated to a Publications Committee. The editor of any work published by the Society shall receive an appropriate number of copies in an appropriate format, to be agreed with the General Editor, or nearest equivalent, in advance.
Members or others willing to undertake the editing of any work, or wishing to recommend any work for publication, are requested to communicate with the General Editor, or nearest equivalent.
The Trustees shall determine how Society publications will be distributed. Publications available to non-members shall be sold in such manner and at such prices as shall be fixed by the Trustees, the proceeds being carried to the account of the Society.
Changes to Rules
Alteration to these Rules can be made only at an AGM. Any member of the Society can propose an alteration but only such alterations seconded by a Trustee will be considered. Proposed alterations must be made available to every member of the Society at least two weeks in advance of the date of the AGM. A copy of the current Rules will be available to all members at all times.
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