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The Constitution of The Spitfire Society - 3 June 2017

1 The name of the Society shall be THE SPITFIRE SOCIETY.

2. The objects of the Society shall be:

(a)  To advance the education of the public and conduct research into all matters relating to the Vickers Supermarine Spitfire and Seafire and the designer thereof, R J Mitchell, and to publish the useful results of such research, 

(b) To advance education in the field of aeronautics, astronautics and associated subjects by the presentation of bursaries and awards in the name of the Society at institutions teaching such subjects.

In furtherance of the above objects but not otherwise the Society shall have the following powers: 

(i) To collect and disseminate information in all matters affecting such objects. 
(ii) To hold or arrange for the holding of exhibitions, meetings, lectures, classes, seminars or training courses.
(iii) To raise funds and to invite and receive contributions from any persons whatsoever by way of subscription donations and otherwise provided that the Society shall not undertake any permanent trading activities in raising funds for its charitable objects.

3. Application of income and property

(a)  The income and property of the charity shall be applied solely towards the promotion of the objects.
(i) A charity trustee is entitled to be reimbursed from the property of the charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity.
(ii)  A charity trustee may benefit from trustee indemnity insurance cover purchased at the charity’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

(b)  None of the income or property of the charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the charity. This does not prevent a member who is not also a trustee from receiving:
(i)  a benefit from the charity in the capacity of a beneficiary of the charity;
(ii)  reasonable and proper remuneration for any goods or services supplied to the charity.

4. Benefits and payments to charity trustees and connected persons

(a)  General provisions. 
No charity trustee or connected person may: 

(i) buy or receive any goods or services from the charity on terms preferential to those applicable to members of the public;
(ii) sell goods, services or any interest in land to the charity;
(iii) be employed by, or receive any remuneration from, the charity;
(iv) receive any other financial benefit from the charity; unless the payment is permitted by sub-clause (2) of this clause, or authorised by the court or the Charity Commission (‘the Commission’). In this clause, a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a monetary value.  (2) Scope and powers permitting trustees’ or connected persons’ benefits. 

(a) A charity trustee or connected person may receive a benefit from the charity in the capacity of a beneficiary of the charity provided that a majority of the trustees do not benefit in this way. 

(b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the charity where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011. 

(c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the charity with goods that are not supplied in connection with services provided to the charity by the charity trustee or connected person. 

(d)  A charity trustee or connected person may receive interest on money lent to the charity at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate). 

(e) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the charity. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion. 

(f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the charity on the same terms as members of the public.  (3) Payment for the supply of goods-controls.  The charity and its charity trustees may only rely upon the authority provided by sub-clause 2(c) of this clause if each of the following conditions is satisfied:

(a) The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the charity and the charity trustee or connected person supplying the goods(“the supplier”) under which the supplier is to supply the goods in question to or on behalf of the charity. 

(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question. 

(c) The other charity trustees are satisfied that it is in the best interests of the charity to contract with the supplier rather than someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so. 

(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her it with regard to the supply of goods to the charity. 

(e) The supplier does not have a vote on any such matters and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting. 

(f) A majority of the trustees then in office are not in receipt of remuneration or payments authorised by clause 4. 

(4) In sub-clauses (2) and (3) of this clause: (a) “the charity” includes any company in which the charity: (i) holds more than 50% of the shares; or (ii) controls more than 50% of the voting rights attached to the shares;  or (iii) has the right to appoint one or more trustees to the board of the company.  (b) “connected persons” includes any person within the definition set out in clause 12 (Interpretation).

5. Membership

(a) Membership shall be categorised as follows:
(i) Members; Individuals who are over the age of eighteen years. 
(ii) Junior Members; Individuals who are under the age of eighteen.
(iii) Corporate membership: Organisations who are approved by the Trustees.
(iv) Family membership.
Membership is not transferrable.

(b) Refusal of membership
(i) Trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the charity to refuse the application.
(ii) The Trustees must inform the applicant in writing of the reasons for the refusal.
(iii) The Trustees must consider any written representations the applicant may make about the decision. The Trustees decision following any written representations must be notified to the applicant in writing but shall be final.
(c) No person shall be admitted to membership until the appropriate subscription has been paid.
(d) Any member may resign his or her membership by giving notice to that effect to the Membership Secretary.
(e) Termination of membership

Membership is terminated if:
(i) The member dies, or if an organisation, ceases to exist; 

(ii) the member resigns by written notice to the charity unless, after the resignation, there would be less than two members;

(iii) any sum due from the member to the charity is not paid in full within three months of it falling due;

(iv) the member is removed from membership by resolution of the trustees that is in the best interests of the charity that his or her membership is terminated. A resolution to remove a member from the membership may only be passed if: (i) the member has been given at least 21 days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed; (ii) the member or, at the option of the member, the member’s representative (who need not be a member of the charity) has been allowed to make representations to the meeting.

(v) Any person shall, on ceasing to be a member of the Society, forfeit all rights to, and claims upon, the Society, its property and its funds.

6. Subscriptions

The subscriptions for all categories of membership shall be such sums as the Executive Committee shall determine from time to time. 

(a) Annual subscriptions shall be payable on admission to the society. Thereafter, without demand, annual subscriptions shall be made by the member on the anniversary of the date of admission.

(b) Annual subscriptions should, if possible, be paid by banker’s Standing Order using the society’s special form. If used, cheques, postal and money orders shall be made payable to The Spitfire Society and crossed A/C Payee. Alternatively payment may be via The Spitfire Society web site.

7. Roundels

To further the aims of the Society, members shall be encouraged to form Roundels (branches) subject to the approval of the Executive Committee. Organisation of a Roundel shall be the responsibility of a Roundel co-ordinator who must be a member and approved by the Executive Committee. 

(a) Each roundel shall have a nominated address and telephone number which shall be registered with the society’s Secretary of the Executive Committee.
(b) The co-ordinator of each roundel shall provide the executive committee with the names and addresses of its members.
(c) Each roundel shall be tasked with the recruitment of new members to the society.
(d) Each roundel shall maintain a full record of any financial information. This shall be made available to any member of the Executive Committee on request and to the Treasurer in particular. 

8. The Executive Committee

The affairs of the Society in all matters not reserved in this Constitution for the Society in, General Meeting (whether Annual or Extraordinary), shall be managed by the Executive Committee.

Each member of the Executive Committee shall be elected for a three year term of office after which he or she may stand for re-election.

The Executive Committee shall comprise:

Vice Chairman
Membership Secretary(s)

and as many members of the Society as the Executive Committee deem to be necessary to carry out specialist tasks. Such bodies will normally operate under the chairmanship of a member of the Executive Committee and shall act in accordance with terms of reference laid down by the Executive Committee. All acts and proceedings of any such subcommittee shall be reported back to the Executive Committee as soon as possible.
The Executive Committee shall have the power to appoint a Society member to fill any casual vacancy on the Committee until the Annual General Meeting.

9. Meetings

At all general meetings of the society the chairman of the executive committee shall take the Chair. In the event of the chairman not being available the role of Chairman will fall to the Vice Chairman or senior member of the Executive for the purposes of the meeting.  Every member present shall be entitled to one vote on every motion.  In the event the votes for and against any motion being equal the Chairman of the meeting will have a casting vote.

The executive committee is empowered to make regulations if it thinks fit enabling members unable to attend, to vote by post.
Quorum at all general meetings shall be a minimum of 25 members who have been a member of The Spitfire Society for a minimum of six months. A motion proposing an amendment to the constitution must receive a majority of two thirds of those present and entitled to vote.
Subject to the above provisions, the executive committee may make such regulations governing the calling and conduct of general meetings as it deems necessary.  

(a) Annual General Meetings.  The Annual General Meeting (AGM) of the society shall be held in May of each year and on a date and time and place organised by the executive committee for the following purposes: 

(i) to receive from the executive committee a balance sheet and statement of account for the preceding financial year.

(ii) To elect the officers of the executive committee and to appoint independent professional accountants for the coming year in accordance with clause-11.

(iii) To decide upon any resolution which may have been submitted. A minimum of two members are required to make a proposal at the Annual General Meeting (proposer and seconder) who shall give notice in writing to the secretary of the executive committee not less than five weeks before the date of the meeting.

(iv) Notice of such meetings and the business to be transacted shall be sent to every member at least six weeks before the annual general meeting or three weeks before an extraordinary general meeting. At any general meeting no business other than that notified may be introduced.

(b) Extraordinary Meeting. The Executive Committee may at any time call an extraordinary general meeting (EGM) for the purposes of electing officers to the Executive Committee and any special purposes that arise between AGMs. Ten or more members can make a written request for an EGM stating the purpose for which the meeting is required.

(c) Executive Committee meetings. The Executive Committee shall meet when and as often as it deems necessary. At its meetings the agenda shall include financial affairs, membership status, forthcoming plans, and any other items considered relevant to the well-being of the Society. A quorum will be formed by the attendance of sufficient members of the Executive Committee to total fifty per cent of its elected members. Minutes shall be taken. Such minutes shall be available for inspection by any member of the Society upon written application to the Secretary.

(d) Any executive committee member who fails to attend three successive meetings of the committee without showing good cause for such absence shall be deemed to have relinquished his or her post.

(e) The executive committee shall have the power, by a two thirds majority of its membership, to dismiss from office any member of the committee should such action be deemed to be in the best interests of the society.

10. Representatives of other bodies

(a) Any organisation that is a member of the charity may nominate any person to act as its representative at any meeting of the charity. 

(b) The organisation must give written notice to the charity of the name of its representative. The nominee shall not be entitled to represent the organisation at any meetings unless the notice has been received by the charity. The nominee may continue to represent the organisation until written notice to the contrary is received by the charity.  

(c) Any notice given to the charity will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The charity shall not be required to consider whether the nominee has been properly appointed by the organisation.

11. Finance

The financial year of the society shall end on 31 December each year and the statutory accounts of the society shall be balanced to that date. The accounts shall, as soon as possible after the end of the financial year, be prepared by an independent professional accountant who shall be appointed in accordance with the wishes of the membership at an AGM and who shall not be a member of the society. In the event of an accountant not been selected at an AGM the position will be filled by an appointment being made by the Executive Committee.

12. Interpretation

The executive committee shall be the sole authority for the interpretation of this Constitution, and of any regulations made from time to time hereunder, and the decision of the executive committee on any matter affecting the society and not provided for by this Constitution or by such regulations, shall be binding on the members until overturned by a resolution of the society in a general meeting. 

In this constitution “Connected person” means:

(a) a child, parent, grandchild, grand parent, brother or sister of the trustee;

(b) the spouse or civil partner of the trustee or of any person falling within sub-clause (a) above;

(c) a person carrying on business in partnership with the trustee or within any person falling within sub-clause (a) and (b) above;

(d) an institution which is controlled –

(i) by the trustee or any connected person falling within sub-clauses (a), (b), or (c) above ; or
(ii) by two or more persons falling within sub-clause (d)(i), when taken together
(e) a body corporate in which-
(i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or
(ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.
(f) Sections 350 – 352 of the Charities Act 2011 apply for the purpose of interpreting the terms used in this clause.

13. Amendment of the Constitution

(a) The charity may amend any provision contained in this constitution provided that:

(i) no amendment may be made that would have the effect of making the charity cease to be a charity at law;

(ii) no amendment may be made to alter the objects if the change would undermine or work against the previous objects of the charity;

(iii) no amendment may be made to clauses 1, 2, 3, 4, or 15 without the prior written consent of the Commission;

(iv) any resolution to amend this constitution is passed by not less than two thirds of the members present and voting at a general meeting.

(b) A copy of any resolution amending this constitution shall be sent to the Commission within twenty one days of it being passed.

14. Logo and Motto

The Logo and motto of the Society shall not be reproduced by or on behalf of any member except with the permission of the Executive Committee.

15. Dissolution

If the members resolve to dissolve the charity the trustees will remain in office as charity trustees and be responsible for winding up the affairs of the charity in accordance with this clause. 

(b) The trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the charity.  

(c) The trustees must apply any remaining property or money:
(i) directly for the objects;
(ii) by transfer to any charity or charities for purposes the same as or similar to the charity.  In the case of the funds held by Eastern Wing that derived from their Stilwell bequest, these should be transferred to another charity with similar aims and objectives selected by the members of the Eastern Wing;
(iii) In such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.
(d) The members may pass a resolution before or at the same time as the resolution to dissolve the charity specifying the manner in which the trustees are to apply the remaining property or assets of the charity and the trustees must comply with the resolution if it is consistent with paragraphs (a) – (c) inclusive in sub-clause (iii) above.
(e) In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity (except to a member that is itself a charity).
(f) The trustees must notify the Commission promptly that the charity has been dissolved. If the trustees are obliged to send the charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the charity’s final accounts.

Signed - 3 June 2017

Jon Fellows, Chairman

Tony North, Vice Chairman

Michael Hayes, Membership Secretary

Lucy Hayes, Membership Secretary

Daniel Scott-Davies, Treasurer