Constitution
(2006)
A. Name and objects
1. The name of the Society is The Simplified Spelling Society.
2. The object of the Society is to raise awareness of the problems caused by the irregularity of English spelling.
3. And to promote remedies to improve literacy, including spelling reform
B. Membership
1. Membership is open to any person corporation or association interested in furthering the objects of the Society on application to the Secretary and payment of an annual subscription. In addition membership shall be open to any person for life on payment of a lifetime subscription.
2. The Society may, subject to approval at a General Meeting, create different categories of membership, which may convey different rights and different subscription rates; this may include Associate, Corporate and Honorary membership. The terms of all membership categories shall be determined by the Committee and changes shall be reported to the next General Meeting.
3. Membership is not automatically forfeited by non payment of the subscription, but members who have not paid the subscription due for the year shall not be eligible to vote at meetings of the Society and may be removed from the list of members at the discretion of the Committee provided always that the Secretary or Treasurer has issued a suitable reminder.
4. The Committee may, at its discretion, waive or reduce the membership fee for any member on grounds of hardship or such other grounds, as the Committee feels appropriate; the reasons for such waiver shall be disclosed orally to the Committee but shall not normally be recorded in the minutes.
5. The Committee may, at its discretion, expel a member from the Society for reasons other than that of non-payment of subscription; this shall include intolerance of the views of other members.
C. The Committee
1. The affairs of the Society shall be managed by a Committee which shall consist of:
a. The President of the Society
b. The Chair, who must be able to attend the committee meetings in person
c. Seven members elected annually at the Annual General Meeting
d. The Secretary and the Treasurer, if they are not already among the elected members
2. The elected members are elected for one year at a time, but may be re-elected.
3. Procedure for electing the Chair and the Committee.
A member of the Society may be nominated for both Chair and Committee by any member of the Society. Nominations must be received in writing by the Secretary at least thirty days before the Annual General Meeting and shall be included in the notice of elections on the agenda sent out to members. The election will be made at the Annual General Meeting, but postal votes from those unable to attend will be included in the count, provided that they are received by the Secretary at least two days before the meeting. The elections will be by a simple majority of the votes cast.
4. The Committee may co-opt up to three additional members, to serve until the Annual General Meeting following the date of appointment.
5. In the event that at any time a member of the Committee shall cease to be a Committee member for any reason that vacancy shall remain unoccupied until the next general meeting of the Society. If the number of Committee members shall fall to the level where it is not possible to hold a quorate Committee meeting, the Secretary or any other remaining Committee member shall convene an extraordinary general meeting of the Society with the purpose of re-electing a Committee. Any Committee members who remain shall continue in office until the end of their normal term and the elections shall only be held in respect of unfilled vacancies.
D. The Officers
1. The Officers of the Society shall be the President, not more than five Vice-Presidents, the Chair and the Vice-Chair of the Committee, the Secretary and the Treasurer.
2. The President shall be elected for a term of three years at an Annual General Meeting. He or she will preside at General Meetings of the Society and will be ex-officio a member of the Committee.
3. The Society may elect up to five Vice-Presidents. These appointments will be honorary and for life unless the Society in a general meeting shall decide to remove a vice president for exceptional reasons, or unless the person asks to relinquish the position. These appointments will be made to recognise special services to the cause of spelling reform. A Vice-President need not be an existing member of the Society. Election of Vice-Presidents will take place at an Annual General Meeting.
4. The Chair of the Committee shall be elected annually by the membership at the Annual General Meeting and may be re-elected. If no nominations are received for the post or if a vacancy shall arise during the year, the Committee shall at its first meeting following the general meeting or the first meeting after the vacancy arises select one of its members to serve as Chair until the next general meeting. The Chair shall preside at all Committee meetings, and, in the absence of the President, at General Meetings. A Vice-Chair shall be appointed annually by the Committee from among its own members and may be re-appointed. The Vice-Chair shall deputise for the Chair.
5. The Secretary shall be appointed annually or as necessary in the event of a vacancy arising during the year by the Committee either from its own members or from other members of the Society and may be re-appointed. The Secretary shall be responsible for the general administration of the Society under the direction of the Committee. This shall include dealing with correspondence and calling and taking the minutes of all meetings of the Committee and the Society. The Secretary shall also keep the archives of the Society and shall present an annual report, the contents and form of which shall be determined by the Committee, to the Annual General Meeting. The Secretary shall act as Returning Officer for any ballots or other elections held by the Society or the Committee.
6. The Treasurer shall be appointed annually or as necessary in the event of a vacancy arising during the year by the Committee either from its own members or from other members of the Society. The Treasurer shall be responsible for administering the finances of the Society under the direction of the Committee. The Treasurer shall receive all monies on behalf of the Society and make disbursements as directed by the Committee and recorded in the minutes of the Committee meeting at which such expenditure was authorised, or otherwise in accordance with a written resolution of the Committee members. The Treasurer shall report on the financial position of the Society to the Committee at their request and will prepare an annual statement of accounts and, after independent examination, shall present these accounts to the Annual General Meeting. The Treasurer shall be responsible for maintaining a list of members of the Society and collecting subscriptions.
7. The Committee shall appoint either a firm or two suitable persons to act as the independent examiners of the Society and the Independent Examiners shall be responsible for examining the annual statement of accounts prior to submission to the members.
8. The Committee may appoint such external persons or firms as it shall see fit to provide professional assistance to the Secretary and the Treasurer or to otherwise assist with the administration of the Society's affairs and the Committee may fix any remuneration to be paid to such persons or firms for the provision of this service. These appointments do not confer membership of the Committee.
9. The Committee may from time to time appoint such additional officers as are necessary to carry out the work of the Society; the Committee shall determine whether such officers are members of the Committee.
E. Finances
1. The financial year shall be from January 1st to December 31st.
2. A copy of the independently examined statement of accounts shall be sent to all members with the Agenda for the Annual General Meeting.
3. The report of the independent examiner shall confirm that all transactions have been properly recorded in the Society's records, that the annual statements of account are a complete and accurate record of all transactions and the financial position of the Society at the financial year-end and that all transactions were in accordance with the Society's rules.
4. Subscriptions shall be due on 1st January each year.
5. The rate of subscription shall be fixed at each Annual General Meeting for the calendar year following.
6. The Committee shall appoint not less than three Trustees to hold the investments of the Society on its behalf. The appointment of the Trustees shall be made by Trust Deed or by amendment made by the Committee to an existing Trust Deed and the responsibilities and powers of the Trustees shall be as set out in such Trust Deed.
7. In the event that the Society shall receive from any source funds which are restricted by the donor as to the use to which they may be applied these shall be recorded as such in the Society's accounts, whether or not the funds shall be transferred to the Trustees, and expenditure from such funds and balances remaining shall be identified separately in the annual statement of accounts.
F. Meetings and resolutions
1. The Society shall hold a general meeting in April each year, which shall be the Annual General Meeting.
2. The Committee may call other general meetings if it deems it necessary and must call a general meeting if requested to do so in writing by not less than ten members of the Society. Any meeting called in response to such a request by members must be called within thirty days of receipt of the request and must take place within sixty days of such request being received.
3. Any notice calling a general meeting shall give not less than twenty one days notice and shall include details of the date, time and place at which the meeting is to be held and shall be accompanied by an agenda setting out the resolutions to be proposed at the meeting.
4. Any general meeting shall not proceed unless a quorum of those members entitled to attend and vote at that meeting are present in person or by proxy; for these purposes a quorum shall be 5% of the full membership of 5 full members, whichever is the lower.
5. Postal votes shall be included in voting on all resolutions and appointments at general meetings provided that they are received by the Secretary at least two days before the meeting.
6. Any member being entitled to attend and vote at a meeting shall be entitled to appoint a proxy to attend and vote on their behalf. A proxy need not be a member of the Society. In order for a proxy to vote at a general meeting the document appointing them must be received by the Secretary not less than two days before the meeting. No person may exercise more than two proxy votes, such votes being in addition to their own vote if that person shall be a member of the society.
7. The Secretary shall take the minutes of all general meetings and shall submit an unapproved copy thereof to all members as soon as possible after the meeting has taken place. The minutes shall be submitted to the next general meeting for approval.
8. The Committee shall meet immediately after the Annual General Meeting to appoint the Officers and thereafter it shall meet not less than four times in the year until the next Annual General Meeting. Meetings shall be called by the Secretary at the request of the Chair, or of any three members of the Committee.
9. Any notice calling a Committee meeting shall give not less than twenty one days notice (unless all those being entitled to attend and vote at a Committee meeting shall signify their consent in writing to the meeting being held at shorter notice) and shall include details of the date, time and place at which the meeting is to be held and shall be accompanied by an agenda setting out the resolutions to be proposed at the meeting. Four members present in person or by proxy shall constitute a quorum for a Committee meeting.
10. Voting at Committee meetings shall be on a simple majority of votes cast. Any member being entitled to attend and vote at a meeting shall be entitled to appoint a proxy to vote on their behalf. A proxy shall be another member of the Committee. In order for a proxy vote to count at a Committee meeting the document appointing the proxy must be received by the Secretary not less than two days before the meeting. In the event of an equal number of votes being cast for and against a resolution the Chair shall have a casting vote in addition to their own vote already cast as a member of the Committee.
11. The Secretary shall take the minutes of all Committee meetings and shall submit an unapproved copy thereof to all Committee members as soon as possible after the meeting has taken place. The minutes shall be submitted to the next Committee meeting for approval.
G. Constitution
1. This constitution replaces all previous constitutions or financial regulations.
2. This constitution may be amended by a simple majority of votes cast at any general meeting provided that notice of any proposed amendments has been given on the agenda sent out with the notice calling the meeting and has been put forward by not fewer than four members of the Society. Voting may only be taken on the changes as published in advance; any changes proposed at the general meeting shall be referred back for consideration at the next meeting.
H. General provisions
Back to the top.1. In this constitution any reference to notice in writing shall include any form of electronic transmission, which produces a written record in the hands of the recipient and shall include facsimile transmission provided that the member's or officer's signature is appended to the notice and e-mail transmission provided that the message is sent from an address identifiable as that of the member or officer.
2. In the constitution any reference to postal votes shall include voting instructions received by any form of electronic transmission which produces a written record in the hands of the recipient and shall include facsimile transmission provided that the member's signature is appended to the notice and e-mail transmission provided that the message is sent from an address identifiable as that of the member.
3. The Committee shall have the power to approve any additional means of transmission to be treated as written notice or postal vote at any time without the need to amend the constitution.
4. Wherever the constitution shall specify a date by which notice must be received the following shall apply:
a) Facsimile transmission, email and surface mail posted first class to addresses in the country in which it is posted shall be treated as received the next day after the day of transmission or posting.
b) Mail not covered above shall be treated as received 14 days after posting.