Constitution of The British Chinese Society

Adopted on the Sixteenth day of October 2001

A Name
The name of the association is The British Chinese Society ("the Society").

B Administration
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 executive committee, constituted by clause G of this constitution ("the Executive Committee").

C Objects
The Society's objects are:

(1) TO ADVANCE THE EDUCATION OF THE PUBLIC IN CHINESE LANGUAGE, HISTORY, ART, CULTURE AND TRADITIONS.

(2) TO RELIEVE POVERTY, SICKNESS AND DISTRESS PARTICULARLY AMONGST MEMBERS OF THE CHINESE COMMUNITY IN THE UNITED KINGDOM.

(3) TO PROVIDE OR ASSIST IN THE PROVISION OF FACILTIES FOR RECREATION AND OTHER LEISURE TIME OCCUPATION FOR THE INHABITANTS OF THE UNITED KINGDOM, PARTICULARLY THOSE OF CHINESE DESCENT, IN THE INTEREST OF SOCIAL WELFARE AND WITH THE OBJECT OF IMPROVING THEIR CONDITIONS OF LIFE.

(4) TO PROVIDE HELP, SUPPORT AND ASSISTANCE TO MEMBERS OF SUCCESSIVE GENERATIONS OF THE CHINESE COMMUNITY IN THE UNITED KINGDOM CONCERNING ISSUES OF CULTURAL IDENTITY AND HERITAGE.

(5) TO PROMOTE GOOD RELATIONS BETWEEN THE CHINESE COMMUNITY IN THE UNITED KINGDOM AND OTHER ETHNIC GROUPS.

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

(i) Power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

(ii) Power 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;

(iii) Power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Society;

(iv) Power subject to any consents required by law to borrow money and to charge all or any part of the property of the Society with repayment of the money so borrowed;

(v) Power to employ such staff (who shall not be members of the Executive 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 such staff and their dependants;

(vi) Power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;

(vii) Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

(viii) Power to appoint and constitute such advisory committees as the Executive Committee may think fit;

(ix) Power to do all such other lawful things as are necessary or desirable for the achievement of the objects.

E Membership
(1) Membership shall be open to any person on or over the age of 18 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Executive Committee.

(2) Every member shall have one vote.

(3) The Executive Committee may by a two thirds majority and for good reason terminate the membership of any individual: Provided that the individual shall have a right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

F Honorary Officers
At the annual general meeting of the Society the members shall elect from among themselves a Chairman, a Vice Chairman, a Secretary, and a Treasurer, who shall hold office from the conclusion of that meeting.

G Executive Committee
(1) The Executive Committee shall consist of not less than six members nor more than twelve members being;

(a) The honorary officers specified in the preceding clause;

(b) Not less than two and not more than eight members elected at the annual general meeting who shall hold office from the conclusion of that meeting.

(2) The Executive Committee may in addition appoint not more than twelve co-opted members but so that no-one may be appointed as co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause J (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.

(3) At the first annual general meeting all the Executive Committee members shall retire from office, and at every subsequent annual general meeting one third of the Executive Committee members shall retire by rotation or, if their number is not three or a multiple of three, the nearest number to one third shall retire from office; but, if there is only one Executive Committee member who is subject to retirement by rotation he shall retire.

(4) The Executive Committee members to retire by rotation shall be those who have been longest in office since their last appointment or re-appointment, but as between persons who became or were last re-appointed Executive Committee members on the same day those to retire shall (unless they otherwise agree among them) be determined by lot.
(5) The proceedings of the Executive Committee shall not be invalidated by any vacancy amongst their number or by any failure to appoint or any defect in the appointment or qualification of any member.

(6) Nobody shall be appointed or continue to act as a member of the Executive Committee who is not a fully paid-up member of the Society.

(7) No person shall be entitled to act as a member of the Executive Committee whether on first or on any subsequent entry into the office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Society.

H Determination of Membership of Executive Committee
A member of the Executive Committee shall cease to hold office if he or she:

(1) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs.

(2) Is absent without permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated.

(3) Notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when thenotice of resignation is to take effect).

I Executive Committee Members not to be personally interested
(1) No member of the Executive 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 Executive Committee) in any contract entered into by the Executive Committee.

J Meetings and proceedings of the Executive Committee
(1) The executive committee shall hold at least four ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Executive Committee upon not less than seven days notice (or such shorter notice as may be agreed by all the members of the Executive Committee) being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 28 days' notice (or such shorter notice as may be agreed by all the members of the Executive Committee) must be given.

(2) The Chairman shall act as chairman at meetings of the Executive Committee. If the Chairman is absent from any meeting then the Vice Chairman shall act in his place. If both the Chairman and Vice Chairman are absent from any meeting then the members of the Executive Committee present shall choose one of their number to be chairman before any other business is transacted.

(3) There shall be a quorum when at least one third of the members of the Executive Committee for the time being or three members of the Executive 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 Executive 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 Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.

(6) The Executive 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.

(7) The Executive Committee may appoint one or more sub-committees consisting of two or more members of the Executive Committee for the purpose of making any enquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee; provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

K Receipts and expenditure
(1) The funds of the Society, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Society at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.

(2) All funds belonging to the Society shall be applied only in furthering the objects.

L Property
(1) Subject to the provisions of sub clause (2) of this clause, the Executive Committee shall have title to:

(a) All land held by or in trust for the Society.

(b) 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 then three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act only in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.

(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Society, the Executive Committee may permit any investments held by or for the Society to be held in the name of a clearing bank, trust corporation, or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

M Accounts
The Executive Committee shall comply with all statutory obligations with regards to:

(1) the keeping of accounting records for the Society;

(2) the preparation of annual statements of account for the Society; and

(3) the auditing or independent examination of the statements of account for the Society.

N Annual Report
The Executive Committee shall comply with their statutory obligations with regard to the preparation of any annual return or report.
O Annual General Meeting
(1) There shall be an annual general meeting, which shall be held in the month of October in each year or as soon as practicable thereafter.

(2) Every annual general meeting shall be called by the Executive Committee. The Secretary of the Executive Committee shall give at least 28 days notice of the annual general meeting to all the members of the Society (or such shorter notice as may be agreed by all of the members). All paid-up members of the Society shall be entitled to attend and vote at the meeting.

(3) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.

(4) The Executive Committee shall present to each annual general meeting the report and accounts for the Society for the preceding year.

(5) Nominations for election to the Executive Committee must be made by members of the Society in writing and must be in the hands of the Secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election will be by ballot.

P Special General Meetings
The Executive Committee may call a special 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 of the Executive Committee shall call such a meeting. At least 28 days' notice must be given. The notice must state the business to be discussed.

Q Procedure at General Meetings
(1) The Secretary of the Executive Committee or any other person specifically appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Society.

(2) There shall be a quorum when at least one tenth of the members of the Society for the time being or ten members of the Society, whichever is the greater, are present at any general meeting.

R Notices
Any notice required to be served on any member of the Society shall be in writing and shall be served by the Secretary of the Executive Committee on any member personally, by e-mail addressed to such member at his or her last known address or through the post in a pre-paid letter addressed to such member at his or her last known address in the United Kingdom, and any e-mail so sent shall be deemed to have been received within one day of posting (unless the sender is previously notified otherwise) and any letter so sent shall be deemed to have been received within ten days of posting.

S 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. 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 A (Name), clause C (Objects), clause I (Executive Members not to be personally interested), clause T (Dissolution) or this clause without a resolution agreeing to the amendment being passed by the Executive Committee.

T Dissolution
If the Executive 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 28 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 Executive 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 Society as the members of the Society may determine or failing that shall be applied for some other charitable purpose.

U Arrangements until first Annual General Meeting
Until the first annual general meeting takes place this constitution shall take effects as if references in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

Signed:

Pak Ming Ho
Mei-Yin Yee
Ying Ling Li
Yvonne E.S. Lim
John Man
Y Mei Wong
Steven Charles Palmer
May Sim Lim
Stephen N. Chung.