CONSTITUTION

      (Presented to the Annual General Meeting:
13th September 1997)

Revised (clause 9.1b added) 4 July 2020

1. Name and Aims

1.1. The Society shall be known as the 'National Philatelic Society'.

1 .2. The Aims of the Society shall be:
          (a) To promote, encourage and contribute to the advancement of the practice of philately in all its branches.
          (b) To encourage and undertake the preparation and publication of books, catalogues, guides, journals and papers bearing on philately.
          (c) To provide facilities for the practice of philately and to assist and encourage young philatelists.
          (d) To encourage the detection and prevention of philatelic fakes, forgeries and spurious material and to give assistance in the prosecution of offenders.
          (e) To establish and maintain a permanent centre for philately.

2. Membership

2.1. Any person of 14 years and upwards interested in the Aims as stated in this Constitution shall be eligible for membership.

2.2. An applicant for admission to membership shall make written application to the General Secretary upon the prescribed form. An applicant for membership shall enclose with such application the amount of  the first year's subscription.

2.3. Admission to membership shall be subject to approval by the Council.

2.4. Any person may be elected an Honorary Member but by the Council alone.

3. Society Year

3.1. The Society year runs from 1st September to 31st August. The annual subscription falls due on 1st September in every year.

3.2. The annual subscription shall be determined by the Council.

4. Binding Effect of Constitution and Rules

4.1. A member having paid the proper subscription shall be held to have thereby accepted the Constitution and submitted to the Rules of the Society.

4.2. A member making use of any of the facilities of the Society shall observe the Rules governing the various activities of the Society and such use shall be taken as the assent of the member to the Rules.

4.3. The Rules of the Auction, the Exchange Packet and the Library are published separately. Any amendment to such Rules shall be made by the appropriate Committee and confirmed by the Council. Any such amendment shall be published in 'The Stamp Lover' and such publication shall be deemed due notice to every member.

5. Resignation, Suspension and Expulsion

5.1. A member resigning shall give to the General Secretary notice in writing which must be received by 31st August in relation to the ensuing society year. Unless such notice is given a member shall be required to pay the subscription for the following membership year.

5.2. A member who has not paid the required subscription for the current society year four months after the due date for such subscription shall lose all privileges of membership until the necessary payment is made. A member still in arrears six months after the due date for payment of subscription shall be removed from the society's records of membership.

5.3. A member will be suspended for money owing by the member to the Society, such suspension taking place four months after the due date for payment of the money. A member may be suspended pending the enquiry into any charge or matter brought before the Council affecting the character or conduct or such member. Publication of a suspension may be made in any suitable and convenient manner.

5.4. If any matter affecting the character or conduct of any member shall be brought before the Council, the Council shall have an absolute discretion to require such member to resign, and failing such resignation, to expel such member from the Society, but full opportunity shall first be given to such member to explain any such matter. If any member violates the Rules of the Society, or acts in any way contrary to the objects of the Society, the member shall at the absolute discretion of the Council be required to resign and failing such resignation be expelled.

5.5. The votes of two-thirds of the Council present at a meeting summoned for that purpose shall be necessary to require resignation of or to expel a member.

6. Officers and Council

6.1. The governing body of the Society shall be called the Council and membership of the Council shall be limited to members of the Society.

6.2. All members of the Council of the Society shall be Honorary.

6.3. The Council shall include the Officers of the Society, namely: President, two Vice-Presidents, General Secretary, Treasurer, Auctioneer, Secretary of the Exchange Packet, Librarian, the Editor or Editors of 'The Stamp Lover', plus five other members, together with such other members as may be co-opted as hereinafter provided.

6.4. All Officers and members of the Council, except the Editor or Editors of 'The Stamp Lover', shall be elected annually at the Annual General Meeting.

6.5. The Council shall appoint the Editor or Editors of 'The Stamp Lover'.

6.6. Every member of the Society is eligible for election as an Officer and member of the Council. Every nominee for appointment to office and to membership of the Council must be proposed and seconded, and the names of the nominee, proposer and seconder must be forwarded to the General Secretary at least 28 days before the Annual General Meeting is held.

6.7. The Council shall hold office until the next Annual General Meeting. All members of the Council may offer themselves for re-election.

6.8. Eligibility for re-election to membership of Council shall ordinarily require attendance at three of the ordinary monthly meetings of the Society arranged since the previous Annual General Meeting.

6.9. A member of the Council may resign at any time and the Council may accept such resignation. Interim vacancies on the Council may be filled by the Council.

6.10. The Council may co-opt up to four additional members from the members of the Society.

6.11. If at any time the members of the Council shall resign en bloc it shall be the duty of the President and the Vice-Presidents or some one or more of them forthwith to take the necessary steps to call a Special Meeting of the Society to elect members of the Council.

6.12. Upon the expiration of his term of office or upon resignation an Officer shall account for the monies belonging to the Society passing through his hands and shall deliver to his successor, or failing him the General Secretary or failing him the President, all books, papers, monies and property belonging to the Society.

6.13. The Council shall hold, on behalf of the Society, all the property of the Society and such property shall be under the control and at the disposal of the Council. The Council is empowered to vest all or part of the property or funds of the Society in the name of any bank or bankers nominee company or other company carrying on the business as nominees.

6.14. The Council shall meet as often as the business of the Society may require and for the purposes of a meeting five members shall form a quorum.

6.15. The Council may appoint such Committees and officers as the Council may deem necessary. Such Committees and officers shall report to Council as and when required to do so by Council.

6.16. The Council shall also have the power to appoint any servant of the Society. The Council shall have the power to terminate the appointment of or dismiss any appointee or appointees of the Council including any servant of the Society appointed by the Council.

6.17. Any Committee shall, if so required by Council, prepare Rules for approval by the Council.

7. Investment Powers

7.1. The property and funds of the Society may be invested or otherwise employed on the security or in the purchase of acquisition of any real or personal movable or immovable property, rights, securities or interests of whatsoever kind and wheresoever situate and whether involving liability or not and whether producing income or not to the intent that the Council shall have the same unrestricted powers investing and employing moneys and of transposing investments and altering the employment of moneys forming part of the property and funds of the Society as if they were the beneficial owner of the money.

8. Auditor or Independent Examiner

8.1. An Honorary Auditor or Independent Examiner shall be appointed at the Annual General Meeting and shall hold office for the ensuing year.

8.2. The accounts of the Society shall be submitted for audit once every year to the Honorary Auditor or Independent Examiner, who shall be entitled to examine all the books and vouchers, and to receive all the information and explanation he requires, and who shall be required to certify whether or not the books and accounts are in order.

9. Meetings

9.1a. The Annual General Meeting shall be held during June or July: due notice and the Agenda shall be published to all members so far as is practicable before the date of such Annual General Meeting.

9.1b. If a National Emergency is issued by the Government of the U.K. and the Annual General Meetiing of the Society cannot be held in June or July, due to the meeting being cancelled, the Council of the Society will re-organise the postponed Annual General Meeting and it will be held within three months of meetings of the Society resuming after the emergency has ended.

9.2. Ordinary meetings shall be decided upon by the Council and listed in the 'NPS Annual Programme' which shall be printed and distributed annually to members.

9.3. Special Meetings may be called by the Council for purposes including (a) altering the Constitution or (b) electing members of the Council or (c) the dissolution of the Society.

9.4. The Council shall call such a Special Meeting on a written requisition signed by not less than 25 members.

9.5. Notice of every Special Meeting, including its Agenda, date and place, shall be posted to the last known address of every member not less than 28 days before the date of the meeting.

10. Procedure and Voting at Meetings

10.1. The President shall be chairman of any meeting when present; if absent the senior Vice-President, or if absent, the junior Vice President, shall be chairman. In the absence of the President and the Vice-Presidents the chair shall be taken by any member of the Council.

10.2. No member present at a meeting shall be entitled to vote on any resolution if the current subscription remains unpaid.

10.3. The business of the Annual General Meeting shall consist of the following matters:
          (a) minutes and matters arising therefrom; and
          (b) presentation of reports and accounts; and
          (c) election of Officers and members of the Council, and the           appointment of an honorary auditor or independent examiner; and
          (d) resolutions (if any) on the agenda, that is, resolutions in writing signed           by the proposer and seconder and delivered to the General Secretary at           least 28 days before the Annual General Meeting is held; and resolutions           in accordance with the relevant sections of the Constitution; and
          (e) only such other business as may be deemed urgent in the opinion of           two-thirds of the members present.

10.4. Except where otherwise expressly mentioned in the Constitution a resolution proposed at the Annual General Meeting or at a Special Meeting of the Society shall be passed by a simple majority of the votes of the members present, provided no fewer than four members present may call for a ballot of members present at the meeting before a resolution is voted upon. In that event the ballot shall be held forthwith and a simple majority of the votes cast in the ballot by members present at the meeting shall determine whether or not a resolution is passed.

10.5. In the event of a ballot being held the chairman shall appoint tellers who nevertheless may vote.

10.6. In the event of a tie, the Chairman shall have the casting vote.

11. Amendment of Constitution

11.1. This Constitution shall not be altered except at an Annual General Meeting or at a Special Meeting convened for the purpose. Any such alteration will come into effect immediately following the meeting convened for the purpose.

11.2. Notice in writing of any proposed alteration of this Constitution together with a form of resolution signed by the proposer and seconder shall be received by the General Secretary at least 48 days before the Annual General Meeting.

11.3. If a Special Meeting is to be convened it shall be held at least 48 days and at most 120 days after such notice and form of resolution have been received by the General Secretary.

11.4. Subject as hereinafter mentioned any such resolution shall be passed if it receives a two-thirds majority vote of the members present at any such meeting.

11.5. At and before the end of any such meeting not fewer than four members present may call for a postal ballot of all members on any such resolution whether or not it has been put to the vote; and in that event the General Secretary shall cause a postal ballot of all members to be held and a simple majority of the votes cast shall determine the result of the postal ballot.

12. Dissolution

12.1. In order to dissolve the Society notice of proposed dissolution shall be sent in writing to the General Secretary signed by not less than 25 members together with a form of resolution for dissolution signed by the proposed and seconder. A Special Meeting shall then be convened and at least 28 days notice shall be given to members of such meeting.

12.2. If at any such Special Meeting a resolution for the dissolution for the Society shall be passed by a two-thirds majority of the members present and no postal ballot is demanded at or before the end of such Special Meeting as hereinafter mentioned the Council shall thereupon or at such future date as shall be specified in such resolution proceed to realise the property of the Society if necessary and after the discharge of all debts and liabilities shall dispose of the same as hereinafter mentioned and upon completion of such disposal the Society shall be deemed to be dissolved.

12.3. Provided that if at or before the end of such Special Meeting not fewer than four members shall call for a postal ballot of members whether or not any resolution for dissolution has been put to the vote at such meeting the General Secretary shall cause a postal ballot of all members to be held, and if a four-fifths majority of the votes cast in the postal ballot favour dissolution then the Council shall thereupon or at such future date as the Council shall in its discretion deem advisable proceed to realise the property of the Society if necessary and after the discharge of all debts and liabilities shall dispose of the same as hereinafter mentioned and upon completion of such disposal the Society shall be deemed to be dissolved.

12.4. If there remains any property whatsoever after the satisfaction of all the debts and liabilities of the Society the same shall not be paid to or distributed among the members of the Society; all such property shall be disposed and given to such other Society or body of persons, whether corporate or not, having the same or similar objects to the objects of the Society and a similar prohibition against payment to or distribution among members as in herein contained as shall be determined by the members of the Society at or before the time of dissolution or in default thereof by such Judge of the High Court of Justices as may have or acquire jurisdiction in the matter.

13. Adoption, Transitional Provisions

13.1. Following the adoption of this Constitution, a meeting of which at least 28 days~ notice must be given, shall be necessary for the purpose of altering the Constitution of the Society.

13.2. Until the Annual General Meeting next following the adoption of this Constitution the affairs of the Society shall be conducted (so far as possible in accordance with this Constitution) by the Council, Officers and appointees of the Society and servants of the Society actually in office consequent upon the Annual General Meeting preceding such adoption.

13.3. Any person actually a member of the Society immediately before the adoption of this Constitution may continue as a member.

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