Club Governance

The governance of the Club is overseen by the Council according to the Rules of the Club, set out below, under the guidance of the President, Dr David Thackray.

Rules of the Club

1. NAME

The name of the Club shall be "The Cotteswold Naturalists' Field Club".

2. PURPOSE

The purpose of the Club shall be to promote interest in the natural history, environment and antiquities of Gloucestershire, the Cotswolds and elsewhere, and to provide the facilities for its members to study, appreciate and enjoy them.

3. MEMBERSHIP

(i) Membership of the Club shall be either ORDINARY or HONORARY.

(ii) A person seeking ORDINARY membership shall, subject to any requirements of the Council, complete the Club's Application Form for Membership and, provided that the Applicant supports the aims and objectives of the Club, the Applicant shall become an Ordinary Member of the Club, and shall abide by the Rules and Procedures of the Club.

(iii) The Council shall have power to nominate as an HONORARY member of the Club any person that it may consider entitled to such distinction on account of his professional or scientific eminence or by reason of exceptional services rendered to the Club or in furtherance of the objects of the Club. Such nomination shall be placed on the Agenda for the Annual General Meeting of the Club and shall require a vote of two-thirds of those present being in favour of such nomination. Honorary members shall be liable for such subscription as may be decided by the Council, but shall enjoy all the privileges of Ordinary members.

(iv) If the Council shall wish for good and sufficient reason to terminate the membership of any member, the member shall have the right to be given 21 days' notice and to be heard by the Council before a decision is made. After such process the Council shall have the power to terminate membership in its absolute discretion without giving any reason.

(v) Ordinary members shall pay an annual subscription of such amount as the Club at an Annual General Meeting may from time to time decide. Such subscription shall become due on admission to membership to the Club and thereafter on 1st January in each calendar year. If any member has not paid their subscription by 1st April the member shall cease to enjoy the privileges of the Club which shall include not being entitled to receive copies of the "Proceedings" and the "Bulletin". If it is not paid before 1st October, in that calendar year the Council may decide that that person shall cease to be a member of the Club.

(vi) The maximum membership of the Club shall not exceed such number as the Council shall from time to time determine.

4. OFFICERS

(i) The Officers of the Club shall be the President, the immediate Past President, 2 Vice-Presidents, the Treasurer, the Secretary, the Field Officers' Committee Secretary, the Lectures Committee Secretary, the Membership Secretary and the Editor of the "Proceedings" and any such other Officers appointed by the Council.

(ii) The President shall not hold office for more than two consecutive years. The Council shall have the power to extend a retiring President's term of office by up to two further years with the approval of the Annual General Meeting. A retiring President shall become and shall continue to be an Officer and the immediate past President of the Club during the continuance in office of his successor.

5. COUNCIL

(i) There shall be a Council consisting of the Officers and three other members of the Club, who shall be elected at the Annual General Meeting. The Council shall prepare for the Annual General Meeting a list of nominations for members of the Council and of the Officers of the Club. The Secretary shall send copies of the list to the members of the Club not less than twenty one days prior to the Annual General Meeting. Ordinary members of the Club who wish to make nominations other than those proposed by the Council shall send them in writing to the Secretary at least two months prior to the Annual General Meeting.

(ii) The Council shall be responsible for the general management and control of the Club. It may appoint any special and standing Committees as may be deemed necessary and shall determine their terms of reference, powers, duration and composition.

(iii) The Council shall meet not less than three times per year. Six members shall form a quorum.

(iv) The Council shall have power at any time by co-option to fill any vacancy which may occur or to create any fresh vacancy, either of members of Council or of Officers, and the person filling any such vacancy shall hold office until the next Annual General Meeting.

(v) Where a decision is required between Council meetings, the President has authority to make any necessary decisions after consultation with the immediate Past President, the Vice-Presidents, the Treasurer, the Secretary and any other appropriate members. Any decision shall be reported to and minuted at the next Council meeting.

(vi) One of the elected members of the Council shall retire annually, and shall be eligible for re-election. The maximum term of any Officer or Elected member shall be 15 years or such period as the Council may for good and sufficient reason determine.

6. FINANCE

i) The Treasurer shall prepare each year a Statement of Accounts made up to the end of December in each calendar year and present such Statement of Accounts to the Council for approval. 

(ii) The Statement of Accounts shall be examined once a year by an independent Examiner who shall be appointed at the Annual General Meeting.

(iii) The examined Statement of Accounts for the last financial year shall be submitted by the Council to the Annual General Meeting.

(iv) Any Bank Account in the name of the Club shall be maintained with such Bank as the Council shall from time to time determine. Each year the Council shall authorise in writing to the Bank, the Treasurer, the President, the Secretary and two other Council members any two of whom may sign cheques on behalf of the Club.

7. COMMITTEES

(i) The Club will establish and at its February meeting the Council shall consider and recommend the role, function and membership of a Committee of the Council responsible for the following areas of the Club's activities such as:

a) Field Officers - Excursions and Walks

b) Summer and Winter Lectures

c) Research and Publications

d) Membership and Publicity

(ii) The Council shall appoint the Chairman and the Secretary of each such Committee and such Committee Officers shall have power to appoint additional members of such Committee.

(iii) The President, Vice Presidents, Secretary and Treasurer shall be ex-officio members of all Committees and entitled to attend all Committee meetings.

(iv) The Council shall have power to co-opt up to 4 members to ensure that all appropriate activities are represented.

(v) A quorum for a Committee meeting shall be not less than one third (rounded down) of the number entitled to attend the Meeting.

8. ANNUAL GENERAL MEETING

The Annual General Meeting of the Club shall be held in April annually or at such other time as the Council shall reasonably determine. The business of the Meeting shall be:

(i) Minutes of the previous Annual General Meeting

(ii) Annual Statement of Accounts

(iii) Report of the Council

(iv) Election of the Officers and of the Members of the Council

(v) Appointment of Independent Examiner

(vi) Any other Business at the discretion of the Council

9. SPECIAL GENERAL MEETING

The Council or 20 members by notice in writing to the Secretary may at any time require a Special General Meeting to be convened by the Secretary within six weeks. Not less than twenty one days' notice shall be given to members and the purpose of the meeting shall be stated on the notice.

10 . LECTURES, EXCURSIONS AND OTHER ACTIVITIES

(i) Subject to any direction of the Council, members may introduce visitors to any lecture, or field excursion or other activity - save that members shall have priority if numbers are limited for any reason.

(ii) Subject to any direction of the Council or the Field Officers Committee, the Field Officer organising a field excursion shall decide all arrangements necessary for that excursion.

(iii) Any member who applies for and is allotted a place on a field excursion and does not attend shall be required to pay an appropriate share of the expenses of the excursion.

11. PUBLICATIONS

(i) The Council shall publish the "Proceedings" of the Club at such intervals as it may deem desirable.

(ii) A copy of the "Proceedings" for any year shall be delivered on the basis of one copy per household to each member whose subscription for that year has been paid, provided that a second copy shall not be delivered to a joint member living at the same address.

(iii) The Council shall appoint an Editor who shall have a general discretion in the preparation of the "Proceedings".

12. THE BULLETIN

(i) The Council shall not less than 3 times per year (or at such other intervals as the Council may decide) publish "The Bulletin" which shall contain such information as:

(a) Details of Lectures, Excursions and Walks

(b) Details of New or Former Members 

(c) Summary of decisions of the Annual General Meeting, any Special General Meeting, the Council or any Committee.

(d) Any other information which the Editor shall deem relevant or of interest to Members.

(ii) The Council shall appoint an Editor who should be entitled to attend Council Meetings.

13. MINUTES AND CONDUCT OF MEETINGS

(i) Minutes shall be kept by the Club, the Council and all Committees and the appropriate Secretary shall be responsible for maintaining and retaining a record thereof. Minutes of all Committee Meetings should be circulated to the Council at least 7 days before the next Council Meeting.

(ii) The Chair at all meetings of the Club or the Council shall be taken by the President or, in his absence, by the immediate past President, the Vice-President or a member of Council duly voted to the Chair. Any office in the Club may be held jointly by more than one person and for such purpose in these Rules the singular shall include the plural and the masculine shall include the feminine.

(iii) Subject to the provisions of Paras 5(iii) and 14(iii) all questions arising at any meeting shall be decided by a simple majority of those present and voting. The Chairman of any meeting shall have both a deliberative and a casting vote.

(iv) The Council may at any time determine that any issue for consideration by the Annual General Meeting or a Special General Meeting and/or the Council is of sufficient importance to require all members, including those not present, to be entitled to vote and to make provision for voting by proxy.

(v) The Council and any Committee may communicate with Members in such manner as the Council may from time to time decide including by electronic processes.

14. ALTERATIONS OF RULES

(i) Alteration of or addition to the Rules of the Club shall only be made at an Annual General Meeting or Special General Meeting and notice of such alteration or addition proposed by the Council shall be sent to members by the Secretary at least twenty-one days before the date of such meeting.

(ii) Proposals made by members of the Club for alteration in the Rules must be signed by at least twenty members and sent to the Secretary for consideration by the Council twenty eight days before the February meeting of the Council and notice of any such proposals shall be given to members with the Notice of the Annual General Meeting.

(iii) No vote shall be taken unless twenty or more members are present and shall not be considered carried unless a simple majority of the members present vote in favour thereof.

15. DISSOLUTION OF THE CLUB

If the Council by a simple majority decided at any time on the grounds of expense or otherwise that it is necessary or advisable to dissolve the Club it shall call a meeting of all members of the Club, of which meeting not less than twenty one days notice (stating the terms of the Resolution) shall be given. If such decision shall be confirmed by a simple majority of those present and voting the Council shall have power to dispose of any assets to such other institutions having objects similar to the objects of the Club.