Rules
Isle of Man Natural History and Antiquarian Society
Isle of Man Charity No. 428
RULES
1. NAME OBJECTS AND POWERS
The Society shall be called THE ISLE OF MAN NATURAL HISTORY AND ANTIQUARIAN SOCIETY and shall have for its objects the advancement of the knowledge, promotion and conservation of, Natural History and Human History and Cultural Development, especially in the Isle of Man and countries related thereto.
The Society exercises the following powers to promote its objects:
a) to undertake and support research and practical investigations in the field,
b) to promote cultural and documentary studies,
c) to hold lectures,
d) to organise excursions,
e) to publish material for the benefit of its members and the public,
f) to set aside funds for special purposes or as reserves against future expenditure
g) to deposit or invest funds in any lawful manner (but to invest only after obtaining advice from a financial expert)
h) to indemnify the Trustees in respect of any legal liabilities properly incurred in running the Society (including the costs of a successful defence to criminal proceedings),
i) to do other things within the law which promote the objects as may be determined by the Trustees.
2. MEMBERS
The Society shall consist of Honorary and Ordinary Members. Any person who supports the objects of the society is eligible for membership, subject to the approval of the Trustees.
An eligible person shall become an Ordinary Member on payment of a subscription in accordance with Rule 9.
A person who is not an Ordinary Member and has been invited to lead an excursion for the Society, or to make a presentation to the Society, will be deemed to be an Ordinary Member by the Society without payment of any subscription for the year in question.
Honorary Members may be elected by the Society at an Annual General Meeting on the recommendation of the Trustees. They shall be such persons as the Trustees deem to have made outstanding contributions to the aims and objects of the Society.
A register of Members’ names, contact, and membership details is kept by the Society in accordance with current legislation.
Membership is not transferable and in the case of a single membership will cease upon a Member’s death or resignation and for joint or family memberships shall cease on the resignation or death of the primary named Member with an option to commute to single membership. A person will cease to be a member due to failure to pay a subscription, subject to the operation of Rule 9.
The Trustees may terminate the membership of any person whose continued membership would in their reasonable view be harmful to the Society (but only after notifying the member concerned in writing and considering the matter in the light of any written representations which the member may put forward within 14 clear days after receiving notice).
3. TRUSTEES AND OFFICERS
There shall be seven Trustees of the Society, to be elected annually from the Ordinary Members, as provided by Rule 13.
The Officers of the Society shall consist of a President, Vice-President, Secretary (or Secretaries), Membership Secretary, Treasurer, Librarian, (or Librarians) and the Editor (or Editors) of the Society’s Proceedings. The Officer roles of President, Vice-President, Treasurer and Secretary shall be filled by the four Trustees elected to those roles. Some of the remaining Officer roles may be elected from among the remaining three Trustees.
It shall be the duty of the Trustees to transact the business of the Society, to arrange the times and places for meetings and excursions, to authorise the publications of the Society, and the payment of the ordinary expenses of the Society, to report annually every year to the Annual General Meeting and generally to consider and recommend, from time to time, whatever they may judge as tending to promote the objects, and powers of the Society.
The Trustees will meet periodically within the framework of the Committee under the operation of Rule 8.
Every Trustee shall sign a declaration of willingness to act as a Trustee of the Society before they are eligible to vote at any meeting of the Committee.
A Trustee shall automatically cease to be a Trustee if he or she:
a) is incapable, whether mentally or physically, of managing their own affairs
b) is absent from three consecutive meetings of the Trustees
c) ceases to be a member of the Society (but such a person may be reinstated by resolution of all the other Trustees upon resuming membership of the Society)
d) resigns by written notice to the Society (but only if at least two Trustees will remain in office)
e) has since appointment been disqualified for being a Charity Trustee under the Charities Registration and Regulation Act 2019
f) is removed by a resolution passed by all the other Trustees after inviting the views of the Trustee concerned and considering the matter in light of any such views.
A retiring trustee shall be entitled to a continuing indemnity from the Society in respect of any legal liabilities properly incurred while he or she held office.
4. PRESIDENT
The President (or the Vice-President if the President is absent) shall preside over the meetings of the Society and the Committee and Trustees.
5. SECRETARY
The Secretary shall keep the minutes of all meetings of the Society and of the Committee and Trustees, keep a list of members, give notice of meetings, conduct the general correspondence of the Society and perform other such duties as the Trustees may direct.
6. TREASURER
The Treasurer shall have charge of all money, and shall not expend any money except as authorised by the Trustees. The Treasurer shall keep regular accounts of all moneys received and expended; which accounts shall be balanced up to the last day of December in each year.
7. FIELD AND RESEARCH WORK
In exercising its powers to encourage its members to undertake fieldwork and research, the Committee shall co-opt up to four Ordinary members to act as Field and Research Co-ordinators, whose duty it shall be to acquaint themselves with the active work being carried out within their own sphere of knowledge. One Co-ordinator shall be appointed by his or her fellows to submit an annual report on the field and research work being carried out within the Society, at the Annual General Meeting.
8. COMMITTEE
The Trustees and Officers of the Society and three Ordinary Members, duly elected, together with the Field and Research Work Co-ordinators, co-opted under Rule 7, shall constitute the Committee. It shall be the duty of the Committee - to assist the Trustees in the execution of their duties under Rule 3.
The Committee shall have the power to fill vacancies in its number which may occur.
The Committee shall meet four times a year and at such other times as they may be called together by the President. Members of the committee may be considered “present” at a committee meeting if they are able to participate fully in the business of the committee meeting by telephonic and/or electronic means. Minutes of their proceedings shall be kept.
A quorum at a meeting shall be satisfied if at least four Trustees are present. If the President or Vice-President is unavailable then then another Trustee shall be chosen by the Trustees present to chair the meeting, Resolutions shall be decided by a simple majority vote of the Trustees present. Except for the Trustee chairing the meeting, who has a second or casting vote, every Trustee shall have a single vote on each issue.
9. SUBSCRIPTIONS
The subscription for an Ordinary Member shall be determined by the Society from time to time at an Annual General Meeting.
Annual subscriptions shall be paid on the 1st March in each year and a Member who fails to pay an annual subscription by the 1st July of the same calendar year shall cease to be a member.
Ordinary Members may elect to pay a single Life Membership, which shall be determined by the Society from time to time at an Annual General Meeting. Any Member who has paid an annual subscription for ten consecutive years may become a Life Member by making such final payment as shall be determined by the Society from time to time at an Annual General Meeting.
10. PROPERTY AND FUNDS
The property and funds of the Society must be used only for promoting the objects and do not belong to the members of the Society or the Trustees.
11. RECORDS AND ACCOUNTS
The Officers must comply with their obligations under Manx law with regard to:
a) keeping accounting records for the Society
b) preparing annual accounts for the Society
c) transmitting the annual accounts to the members
d) preparing an annual report for the Society
e) transmitting the annual report to the members
f) sending the annual accounts and report to the Attorney General within six months of the end of the Society’s accounting year. In order to achieve these obligations the Society will keep proper records of the proceedings of all meetings
12. DISSOLUTION OF THE SOCIETY
In the event of the dissolution of the Society, as determined by Rule 19, the Trustees shall dispose of any assets in the manner provided for under Manx law at the time of dissolution.
13. ANNUAL GENERAL MEETINGS
An Annual General Meeting shall be held during the month of March in each year. The business of the meeting is to elect Trustees and members of the Committee for the ensuing year; to receive the reports from the Secretary, the Librarian, the Editor, the Excursions Secretary, the Publicity Secretary, the Membership Secretary and the appointed Field and Research Work Co-ordinator (see Rule 7); to receive the Treasurer’s statement of accounts; and to transact such other business as may be brought before the Meeting.
A minimum of ten days' notice of the meeting and its Agenda by posted or electronic communication shall be given to every member of the Society.
Unless there be at least ten members present the Meeting shall be adjourned to such future date as may be decided.
Proxy voting forms will be available on-request from the Hon. Secretary, to whom they must be returned at least five clear days before the meeting.
Where it is impossible to hold an Annual General Meeting in person in March due to circumstances beyond the Trustees’ control, then such a meeting may be deferred for up to two months and/or held by postal or electronic means, as determined by the Trustees.
14. ORDINARY MEETINGS
Ordinary Meetings shall be held monthly, if practicable, from October inclusive, for the exhibition of specimens, reading of papers and communications, the transaction of such ordinary business as may be brought forward by, or with the sanction of, the Trustees.
An Ordinary Meeting is deemed to be quorate if there are at least ten members present.
15. EXTRAORDINARY GENERAL MEETINGS
On the written requisition of 15 Members, or of the Trustees, delivered to the Secretary, an Extraordinary General Meeting shall be called to consider and decide upon the subjects mentioned in the requisition.
Unless there be at least ten Members present the Meeting shall be adjourned to such future date as may be decided.
Proxy voting forms will be available on-request from the Hon. Secretary, to whom they must be returned at least five clear days before the meeting.
Where it is impossible to hold an Extraordinary General Meeting in person due to circumstances beyond the Trustees’ control, then such a meeting may be held by postal or electronic means, as determined by the Trustees.
16. EXCURSIONS
Two, or more, excursions of general interest shall be held in each year unless circumstances beyond the Society’s control do not allow them.
17. PUBLICATIONS
The papers read before the Society, or abstracts of them, may be published in the Proceedings or other published material of the Society. The Proceedings shall be published under the general supervision of the Editor in such manner and form and at such price as may, from time to time, be decided by the Trustees.
18. LIBRARY
A record of the contents shall be kept and a Return and Report rendered by the Librarian to the Annual General Meeting.
19. ALTERATION OF RULES
The Rules of the Society shall not be altered nor the Society dissolved except by a General Meeting and after 10 days’ notice of the proposed alteration or dissolution shall have been given to each member by a posted or electronic communication.
These revised Rules came into effect after approval by an Extraordinary General Meeting of the Society on 20 November 2021, following pre-approval by HM Attorney General as IOM Charities Registrar on 2 June 2021.