1. NAME

The name of the SOCIETY is “FRIENDS OF ST HELENA” (hereinafter called ‘the Society’). The charity is to be known as “Friends of St Helena”.

2. OBJECTS AND POWERS

a. The Society is established to enable a substantial number of people to have opportunity to join a society which could encourage and sustain their interest in St Helena and, in addition, provide practical support for projects benefiting the Island.

b. In furtherance of the said objects but not otherwise the Society may:

1. Bring together in conference representatives of voluntary organisations, Government departments, statutory authorities and individuals.

2. Promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof.

3. Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars.

4. Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.

5. Undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by the Society.

6. Cause to be written printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pictures, pamphlets or other documents or films, photographs, or recorded tapes (whether audio or visual or both) as shall further the said objects

7. Make regulations for any property which may be so acquired.

8. Subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed to be necessary.

9. Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise PROVIDED THAT the Society shall not undertake permanent trading activities in raising funds for the said objects.

10. Invest the moneys of the Society not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law.

11. Do all other such lawful things as are necessary for the attainment of the said objects.

3. MEMBERSHIP

Full membership is open to individuals aged 18 and over who have paid the full membership subscription at such rates as shall be determined at the Annual General Meeting.

Individuals who are aged 21 or under, or are registered full-time students, are eligible for associate membership for a substantially reduced fee, as also determined at the AGM.

Provision shall be made for group associate membership e.g. schools, libraries, etc with no voting rights but at an annual fee as determined at the AGM.

4. HONORARY OFFICERS

a. At the Annual General Meeting hereinafter mentioned the Society shall elect a Chairman, a Vice Chairman, a Secretary, a Treasurer, and any such other Honorary Officers as the Society shall from time to time decide.

b. Honorary officers are elected to hold office for up to three years, and are eligible for re-election.

c. The Honorary officers shall be ex-officio members of the Executive Committee.

d. The Society shall appoint a qualified auditor who shall scrutinise the accounts annually.

5. EXECUTIVE COMMITTEE

a. Subject as hereinafter mentioned the policy and general management of the affairs of the Society shall be directed by an Executive Committee (hereinafter called ‘the Committee’) which shall meet not less than twice a year, and, when complete, shall consist of not more than nine, and not less than five, members.

b. The members of the Committee shall be elected at the Annual General Meeting of the Society in accordance with Clause 7 hereof.

c. Election to the Committee shall be for three years. One-third of the membership shall retire annually but shall be eligible for re-election, the members so to retire being those who have been longest in office since the last election but not reckoning ex officio members. As between members who have been in office the same length of time, those due to retire shall be chosen by lot.

d. The Executive Committee shall be able to co-opt up to three further members, being full members of the Society. At least half of the non-co-opted members of the Executive Committee shall form a quorum. Co-opted members shall be entitled to vote at meetings of the Committee.

6. MEETINGS OF THE SOCIETY

a. The First General Meeting of the Society shall be held not later than 1 August 1988.

The First Annual General meeting shall be held within one year of 1 August 1988.

The General Secretary shall call an Extraordinary General Meeting within 21 days of receiving a request to do so, giving reasons, signed by not fewer than five full members.

7. NOMINATIONS OF HONORARY OFFICERS AND COMMITTEE MEMBERS

Nominations for the replacement of retiring Honorary Officers of the Committee must be received by the General Secretary not less than 14 days before the Annual General Meeting.

8. RULES OF PROCEDURE AT ALL MEETINGS

a. Quorum: A quorum at a meeting of the Society shall be 25 people from the total membership of the Society for the time being, or such other number as the Society may determine in General Meeting from time to time.

b. Voting: Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat.

c. Minutes: A minute book shall be kept by the Committee and the Secretary shall enter therein a record of all proceedings and resolutions.

d. Standing Orders and Rules: The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Society. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS that they shall be subject to review by the Society in General Meeting and shall not be inconsistent with the Provisions of this Constitution.

9. FINANCE

a. All moneys raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose.

b. The Honorary Treasurer shall keep proper accounts of the finances of the Society.

c. The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting.

d. An audited statement of the accounts for the last financial year shall be submitted by the Committee at the Annual General Meeting as aforesaid.

e. A bank account shall be opened in the name of the “Friends of St Helena” at Lloyds Bank, 189 Bath Road Cheltenham GL53 7LY, or with such other bank as the Committee shall from time to time decide. The Committee shall authorise in writing the Treasurer, the General Secretary of the Society and one member of the Committee to sign cheques on behalf of the Society. All cheques must be signed by not less than two of the three authorised signatories.

10. ALTERATIONS TO THE CONSTITUTION

Any alteration of this Constitution shall receive the assent of not less than two-thirds of the full membership of the Society for the time being whether individual or representative present and voting at a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the General Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be proposed. At least 14 clear days notice in writing of such a meeting, setting forth the terms of the alteration, shall be sent by the General Secretary to each member of the Society PROVIDED THAT no alteration shall be made which would have the effect of causing the Society to cease to be a Charity at law.

11. DISSOLUTION

If the Committee by a simple majority decide at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve the Society, it shall call a meeting of all members of the Society who have the power to vote, of ‘which meeting not less than 21 days’ notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a simple (two-thirds) majority of those present and voting at such meeting the Committee shall have power to dispose of any assets held by or on behalf of the Association. 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 objects of the Association as the Committee may determine.

24 March 1988