breach of trust or breach of duty of which they may be guilty in relation to the Club: provided
that any such insurance shall not extend to any claim arising from any act or omission which the
Council knew to be a breach of trust or breach of duty or which was committed by the Council
in reckless disregard to whether it was a breach of trust or breach of duty or not and provided
also that any such insurance shall not extend to the costs of any unsuccessful defence to a
criminal prosecution brought against the Council in their capacity as directors of the Club.
11. The Annual General Meeting:
11.1 The Annual General Meeting shall be held each year in March, or as soon as practicable
thereafter, when the Annual Report shall be presented, together with the Statement of Accounts,
duly signed by both auditors.
11.2 Notice of the Annual General Meeting and of the business to be transacted thereat shall be
sent to all members at least fourteen days in advance of the meeting (usually in January).
11.3 The President (or Vice-President if the President is not present, or other member of Council
chosen by those assembled for the meeting) shall be the Chairperson of the Annual General
Meeting.
11.4 Minutes shall be kept at each Annual General Meeting and read at the next Annual General
Meeting.
11.5 There shall be a quorum when at least one twentieth of the members of the Club or twenty
members of the Club, whichever is the greater, are present at the meeting.
11.6 All the Officers and Assistant Officers of the Council shall retire at the Annual General
Meeting each year, but shall be eligible for re-election for the ensuing year. Each year two of the
six ordinary members (or one third, if a number below six) of Council shall retire, but either may
become an Assistant Officer or Officer and thus remain, if elected, on the Council. The two
retiring shall be the two longest-serving ordinary members. Unless otherwise determined by the
Council they shall not be eligible for re-election for the ensuing year.
11.7 The names of those members nominated by the Council as Officers, Assistant Officers and
other vacancies on the Council for the ensuing year shall be printed on the notice calling the
Annual General Meeting (usually sent out in January). In addition, any member may nominate
any other member for any office or vacancy on the Council. All such nominations, duly seconded,
must be sent in writing to the General Secretary, to arrive not less than fourteen days before the
Annual General Meeting. The full list of nominations shall be read at the Annual General Meeting,
when the Officers, their Assistants and ordinary members of Council shall be elected (by ballot
if necessary).
11.8 The newly elected Council shall take office from the conclusion of the Annual General
Meeting.
11.9 The Annual Report shall contain some evidence of how the general public (i.e. non-members)
have participated in, and/or benefited from, the general educational efforts or other benefits, of
the Club. The evidence may be numerical, or anecdotal, or a combination of both.
11.10 Motions for discussion at the Annual General Meeting shall be submitted in writing to the
Honorary Secretary by 1st December of the previous year, to be included in the January mailing.
Late items should be sent to the General Secretary at least 14 days before the meeting, and will
then be read out at the meeting.
11.11 As soon as possible after the Annual General Meeting, the Annual Return received from
the Charity Commission must be completed, together with a copy of all the relevant documents
produced (Annual Report, Statement of Accounts and Minutes) and forwarded to the Charity
Commission within ten months of the Meeting.
12. A Special General Meeting may be called at any time by the Council or by at
least 12 fully paid up members or five per cent of the fully paid up membership, whichever is the
higher, submitting a written request specifying the proposed motion to the President. Notice of
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Essex Field Club Newsletter No. 43, January 2004