The Rules of the West Midland Bird Club
As amended by the Members in general Meeting on 10th May 2023
1. The name of the Club
1.1 The Club shall be known as the West Midland Bird Club (the Club)
1.2 The Club is registered with the Charity Commission as Charity number 213311
2. Charitable Objects
2.1 To advance the education of the public in the knowledge, understanding, and appreciation of wild birds and wild bird study:, and
2.2 Promote the conservation of, and raise public and scientific awareness of, wild birds and their habitats.
3. Powers
In furtherance of the Objects but not otherwise, the Club shall have the power to:
3.1 Acquire and hold land. The title to freehold land shall be vested in the Official Custodian for Charities
3.2 Hold such investments as are permitted under the Charities Act 2011 or other permitted charity investments. Such investments shall be held in the name of the Club
3.3 Encourage and organise the study and recording of wild birds, especially in the counties of Warwickshire, Staffordshire, The West Midlands and Worcestershire (the Club’s area).
3.4 to promote the enjoyment of birdwatching through, for example, the provision of opportunities to gain greater understanding of birds by providing facilities to watch birds and for members and others to share and broaden their interests, for example through field and indoor meetings
3.5 Promote the protection of wild birds, the preservation of their habitats, and publicise information of the value of such habitats.
3.6 Manage habitats
3.7 Facilitate the exchange of ornithological ideas and information.
3.8 Liaise with local and national organisations in the interests of wild birds.
3.9 Publish papers and reports such as the ‘West Midland Bird Club Annual Report’ and to record and publish, in an appropriate form, information on all aspects of wild bird life in the Club’s area.
3.10 Participate in national and local biological surveys.
3.11 Do anything else which will further the aims of the Club.
4. Governance
4.1 There shall be a board of trustees (the Trustees) and a management committee (the MC). The Trustees and members of the MC must act with integrity and avoid personal conflicts of interest.
4.2 The Trustees shall be the trustees of the Club for the purposes of section 177 of the Charities Act 2011 or any succeeding or amending legislation and shall act with integrity and avoid personal conflicts of interest.
4.3 The Trustees have responsibility for directing the affairs of the Club and ensuring that it is solvent, well run and delivering its objects.
4.4 After consultation with the MC, the Trustees shall determine the Club’s strategy, policies, land acquisitions and investments and approve development plans and associated budgets.
4.5 The trustees must ensure that the Club complies with the law, the requirements of the Charity Commissioners and these Rules.
4.6 The Trustees may delegate spending powers to the MC subject to appropriate conditions whether as to reporting or otherwise.
4.7 In addition to the powers set out in paragraphs 4.8, 4.9, and 6.4, the Trustees may delegate other powers and responsibilities, subject to appropriate conditions, to the MC.
4.8 The MC shall prepare an annual budget to be approved by the Trustees.
4.9 The daily management of the Club, including the writing of development plans and their delivery, shall be in the hands of the MC within the budgets approved by the Trustees. All decisions and recommendations of the MC shall be reported as expeditiously as possible to the Trustees.
5. The Trustees
5.1 There shall be three Executive Trustees (Chairperson, Deputy Chairperson and Treasurer of the MC) and four Independent Trustees. Independent Trustees will be appointed at an AGM by the members. If the number of Independent Trustees falls below four, the Trustees shall continue to meet but rules 5.6, 5.7.3 and 5.7.4 will then apply.
5.2 A person seeking election as an Independent Trustee must either be proposed as such by the existing Trustees or by no fewer than 10 members of the Club. In the case of a person who is not already a Trustee, notification of their proposal to seek election together with a brief CV and their consent to act as a Trustee must reach the Secretary and the Chair of Trustees not later than 35 days prior to the AGM.
5.3 Independent Trustees may not also be members of the MC.
5.4 Independent Trustees shall be appointed for terms of three years. In the event that all existing Independent Trustees retire or are removed together, the initial appointments of their successors shall be for varying periods not exceeding 3 years in order to provide for future continuity at re-election time.
5.5 The Chairperson of the Trustees shall be elected annually, in a vote by the Independent Trustees, and shall have a maximum tenure of 5 consecutive years.
5.6 The Trustees shall have the power to fill any vacancy arising among the Independent Trustees until the next General Meeting.
5.7 Meetings
5.7.1 Trustee meetings shall be chaired by the Chairperson of Trustees. If the Chairperson is unable to attend or fails to attend a meeting, the Trustees in attendance may either adjourn the meeting or appoint another Independent Trustee to act as Chairperson of the meeting.
5.7.2 Trustee meetings may take place in person or by electronic means if approved by a majority of those entitled to attend. Voting will be by show of hands. In the event of an equality of votes, the Chairperson of the meeting shall have a casting vote.
5.7.3 The quorum for Trustee meetings shall be three, two of whom must be Independent Trustees.
5.7.4 If the number of Independent Trustees falls below three, one of the Executive Trustees shall forfeit the right to vote at Trustee meetings.
5.7.5 If a quorum is not present 30minutes from the time the meeting is scheduled to commence, the meeting shall stand adjourned until such time and place as may be determined.
5.7.6 At the resumption of any adjourned meeting, the business on the previous agenda shall be discussed first.
6. The Management Committee
6.1 The Members.
6.1.1 The MC shall consist of a Chairperson, Deputy Chairperson, Secretary, Treasurer, Membership Secretary (the Honorary Officers), two elected members, and a representative from each branch of the Club established under rule 8 and each Club reserve. Members of the MC other than branch and reserve representatives, shall be elected by the members of the Club in General Meeting. Branch representatives shall be elected at their branch AGM. Reserve representatives shall be nominated by their reserve management teams.
6.1.2 The Chairperson of the MC shall be regarded as the Chairperson of the Club.
6.1.3 The MC shall have the power to co-opt additional members who shall serve until the next Annual General Meeting.
6.1.4 All members of the MC shall be fully paid-up members of the Club.
6.2 Election of members
6.2.1 A person seeking election whether as an Honorary Officer or a member must either be proposed as such by the existing members of the MC with the support of the Trustees, or by no fewer than 10 members of the Club.
6.2.2 In the case of a person who is not already an Honorary Officer or a member, notification of their proposal to seek election together with a brief outline of their reasons for seeking election and their consent to act as a member of the MC, must reach the Secretary not later than 28 days prior to the AGM.
6.2.3 Not later than 14 days prior to the AGM, the Secretary shall ensure that all nominations for election together with reasons for seeking election where appropriate, are posted on the Members page of the Club’s website.
6.2.4 Not later than 70 days prior to the AGM, the Secretary shall take all reasonable steps including by placing an announcement on the members page of the Club’s website to remind members, groups and branches of the timetable for nominations for election to the MC.
6.2.5 Elected members of the MC, including the Honorary Officers, shall serve for a period of one year before having to seek re-election.
6.2.6 The MC shall have power to fill any vacancy arising among the Officers or elected members until the next General Meeting. In the case of an Honorary Officer, the consent of the Independent Trustees to the proposed candidate shall first be obtained.
6.3 Meetings
6.3.1 At any meeting of the MC, four members entitled to attend and vote shall form a quorum.
6.3.2 If a quorum is not present 30 minutes from the time the meeting is scheduled to commence, the meeting shall stand adjourned until such time and place as may be determined.
6.3.3 At the resumption of any adjourned meeting, the business on the previous agenda shall be discussed first.
6.3.4 MC meetings may take place in person or by electronic means if approved by a majority of those entitled to attend. Voting will be by show of hands. In the event of an equality of votes, the Chairperson of the meting shall have a casting vote.
6.3.5 Minutes of meetings of the MC shall be kept. The minutes together with such supporting papers as the Trustees may require will be sent to the Trustees as soon after the meeting as practicable.
6.4 Miscellaneous powers
6.4.1 The MC shall have power to appoint non-elected officers of the Club to perform specific functions. Officers so appointed shall not become members of the MC by virtue of their appointment, nor have voting rights at any MC meeting and shall have only the authority delegated to them by the MC. The MC shall also have the power to dismiss non-elected officers.
6.4.2 The MC shall have the power to form sub-committees and working parties to carry out any specific task it may authorise and, for that purpose, to appoint any member of the Club that it shall see fit to serve on that committee. The MC may dissolve any such committee at any time.
6.4.3 The MC may at any time set up one or more of the branches and groups mentioned in Rule 8 and may at any time dissolve such branches and groups.
6.4.4 Minutes of the actions and proceedings of all sub-committees, branches and groups shall be kept and shall be fully and promptly reported to the MC at a meeting or via the Secretary in advance of a meeting.
6.4.5 The categories of Club membership, conditions for access to reserves, subscription rates and other benefits shall be set annually by the MC.
7. Membership
7.1 The Club shall consist of an Honorary President, Honorary Vice-Presidents, Honorary Life Members and Subscribing Members.
7.2 Subscriptions shall be payable by a date deemed desirable by the MC and publicised to all members.
7.3 New members joining after September 30th in any year and signing an annual automatic recurrent payment shall not be required to pay a further subscription for the following year and shall be entitled to the appropriate privileges of membership for the whole of that period.
7.4 The Trustees, on the recommendation of the MC, may nominate an Honorary President and up to three Honorary Vice-Presidents who shall be granted the same privileges as Honorary Life Members. Such nominations shall be confirmed by a simple majority vote at a General Meeting.
7.5 In recognition of exceptional service to the Club, the MC may grant Honorary Life Membership. Honorary Life Members shall pay no subscription, have free admission to indoor meetings and shall be entitled to all the privileges of Club membership, including the right to vote at meetings.
7.6 Corporate Membership shall be open to relevant bodies, for an annual sum determined by the MC. Such membership shall not carry voting rights or access to Club reserves.
7.7 Subscribing Members shall be entitled to attend and vote at General Meetings and to avail themselves of the facilities provided for indoor meetings and field trips.
7.8 Forfeiture of membership. Any member whose subscription has not been paid within two months of the due date shall automatically cease to be a member of the Club. The MC may, at the request of any 4 members of the Club and after due consideration, require any member to resign if for any reason his or her connection with the Club is considered detrimental to its interests. Such a member shall be afforded a right to appeal in person to a meeting of the Independent Trustees against such a dismissal.
8. Branches and Groups
8.1 The MC may from time to time establish branches or groups of the Club with a view to furthering the Club’s objects, provided the activities of any such group or branch fall within one of the powers of the Club set out in Rule 3. This Rule does not apply to reserve management committees.
8.2 For the purposes of this Rule a Branch shall be geographically specific for the purpose of serving the interests of Club members in its area, enabling them to meet and exchange ideas and information, advance their knowledge and appreciation of wild birds and enjoy all aspects of the hobby of birding. A Group shall be task specific e.g. the study of a specific species etc
8.3 Each group or branch shall have specific terms of reference to be agreed with the MC annually.
8.4 A branch is entitled to send one representative to meetings of the MC. A group shall only be entitled to send a representative to meetings of the MC if its terms of reference allow. Branch and group representatives to the MC shall be elected at AGMs of the group or branch.
8.5 Each branch or group shall be administered by as many members as is deemed necessary to achieve its agreed objectives. A suitable person shall be nominated by the members of the branch or group to be responsible to the Club Treasurer for the disbursement and collection of branch or group funds.
8.6 No branch or group shall be entitled to hold funds or receive financial support from the Club unless the Club Treasurer has full access to their bank accounts. All branches and groups shall submit annual accounts to the Club Treasurer in a format prescribed by him or her if required by him or her to do so.
8.7 Officers and committee members shall be elected by members of the Club at the annual general meeting of the branch or group, which should be held before April 1st each year. All branch or group officers shall be eligible for re-election. Nominations for a branch or group committee may be made by any two members of the Club and must be received by the branch or group secretary at least 15 days before its AGM.
8.8 Branches will levy a charge for admission to indoor meetings, as agreed by the MC, no charge being made for those under 16 years of age.
9. Finance
9.1 The Club is a registered charity and shall comply with the requirements of the Charities Acts. It shall also take advantage of all tax concessions due to charities of its size and standing.
9.2 Subject to the above:
9.2.1 The Club’s financial year shall end on the 31st December.
9.2.2 The accounts, after being subject to audit or independent examination as appropriate, shall be posted on the Members page of the Club website no later than 14 days prior to the AGM and shall be approved by the members at that meeting.
10. General Meetings
10.1 The Annual General Meeting of the Club shall be held before 30th June each year unless in the joint opinion of the Trustees and the MC it is not practicable to do so in which case it shall be held as soon as possible thereafter.
10.2 Extraordinary General Meetings may be called by the Trustees after consultation with the MC or following a request in writing to the Secretary signed by at least 10% of the total membership. Any such request must state precisely the reason for the request and no other business may be discussed at such a meeting.
10.3 The Membership shall be given a minimum of 28 days notice of the date, venue and agenda of any General Meeting. Such notice shall be given in writing in the Club newsletter and on the Members page of the Club website.
10.4 General Meetings shall be chaired by the Club’s President, a Vice President, or failing that by the Chairperson of Trustees, or an independent trustee nominated by the Chair of Trustees.
10.5 A quorum for a General Meeting shall be not less than 20 members. General Meetings may be conducted wholly or partly by means of electronic communication and Members present electronically as well as in person shall count towards the quorum and shall be entitled to vote.
10.6 Subject to the provisions of Rule 12, all votes at a General Meeting shall be carried by a simple majority of members present and entitled to vote. In the event of a tie, the chairperson of the meeting shall have an additional vote.
11. Alterations to the Rules
11.1 Proposals for any alterations in these Rules may be made by the Trustees or by the MC. So far as possible the wording of any proposed changes shall be agreed by the Trustees and the MC.
11.2 Rules 2, 4, 11.2 and 12 may not be amended without the consent of the Charity Commission. No alterations shall be made to these Rules which would cause the Club to cease to be a charity in law.
11.3 A draft of the proposed alterations together with a note explaining their effect and the reasons for them, shall be circulated by the Secretary to the Club members not less than 28 days before the General Meeting at which they are to be considered.
11.4 Such alterations shall be incorporated into the Rules of the Club provided they are approved by a simple majority vote of those members present and entitled to vote. In the event of a tie the chairperson of the meeting shall have a casting vote.
11.5 A copy of the amended Rules shall be sent to the Charity Commission as soon after the vote as practicable.
12. Dissolution of the Club
12.1 If the Trustees and the MC decide that it is necessary or advisable to dissolve the Club, they shall call a General Meeting of all members. The notice of the meeting shall state the terms of the resolution being proposed.
12.2 If the proposal is confirmed by a two thirds majority of those present and having voting rights and voting the Trustees and the MC shall have the power to realise any assets held by or on behalf of the Club.
12.3 Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such charitable institution or institutions having objects similar to those of the Club as the membership may determine or, failing that, shall be applied for some other charitable purpose.