The Constitution

Please note this constitution is under review and we are expecting to replace or Amend it following discussions and decisions at the 2008 A.G.M.

1. The name of the Association (hereinafter called the Association) is The Sedgeford Historical and Archaeological Research Project.

2. The object of the Association is the advancement of education and conservation by promoting, undertaking and making public historical research and archaeological investigation into the landscape of the Parish of Sedgeford in the county of Norfolk and of adjoining and neighbouring Parishes (hereinafter together referred to as "the Research Area"). The results of the work will be disseminated by publications, exhibitions, public lectures and other means.

3. In furtherance of the said objects but not otherwise the Association shall have the following powers:

(a) To promote and carry out or assist in promoting and carrying out research, surveys, investigations and excavations and to publish the useful results thereof for the benefit of the public.

(b) To collect and disseminate information on all matters affecting the object of the Association and to exchange such information with other bodies having similar objectives whether in this country or overseas.

(c) To publish, produce or purchase and offer for sale printed or duplicated materials, handbooks, and objects of other kinds relating to the Association's historical research and archaeological investigation.

(d) To organise and conduct (whether free or at a charge) meetings, lectures, site tours, visits, seminars, conferences, exhibitions or training courses to promote public and academic understanding of the work carried out or to be carried out by the Association and matters related to it.

(e) To promote the conservation of the Research Area and to advance public understanding of the restorative work of the Association.

(f) To prepare for publication the results of the historical research or archaeological investigation for the Research Area and to enter into Contracts with other bodies for their publication.

(g) To print or otherwise reproduce and publish or arrange and pay for the printing or other reproduction and publishing of such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio, visual or both) as the Association considers necessary or desirable for the promotion and achievement of its objects.

(h) To buy, take on lease or otherwise acquire buildings or land or any estate or interest therein.

(i) To sell, let on lease or tenancy, exchange, mortgage or otherwise dispose of buildings or land or any estate or interest therein.

(j) To repair, renovate, rebuild and generally to maintain any buildings or land.

(k) To buy or otherwise acquire tools and other equipment for use in connection with the - objects of the Association and sell, lease or otherwise dispose of any such tools or equipment.

(l) To raise funds by subscriptions, donations, grants, loans or otherwise (provided that the Association shall not undertake any permanent trading activities in raising funds for its primary charitable objects); to invite (whether by public appeal or otherwise) and accept gifts of all sorts and whether inter vivos or by Will and whether or not subject to conditions: to carry out any condition imposed on any gift which may be accepted; to receive goods and services in kind.

(m) To employ and remunerate staff and consultants; to employ and remunerate agents; to make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants.

(n) To borrow money for the purposes of the Association on such terms and on such security (if any) as may be thought fit.

(o) To invest the Monies of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter mentioned.

(p) To make Planning applications, applications for Consent under Byelaws or Building Regulations and other like applications.

(q) To collaborate with any other body or bodies, person or persons conducting investigations in the same or adjacent fields of research whether within or outside the United Kingdom and to contribute to the cost of such investigations in so far as they are applied exclusively towards charitable purposes.

(r) To engage in any other charitable activity calculated to promote the historical, archaeological, academic, financial or other interest of the objects of the Association.

(s) Generally to do any lawful things necessary for the attainment of the Association's main objects.

4. The income and property of the Association shall be applied solely towards the promotion of its objects as herein set forth and no portion thereof shall be paid or transferred directly or indirectly to any member of the Association and no members of the Association shall be appointed to any office of the Association paid by salary or fees or receive any remuneration other benefit in money or money's worth from the Association provided that nothing herein shall prevent any payment in good faith by the Association:

(a) Of usual professional or other charges to any member, officer or Trustee of the Association being a Solicitor, Accountant or other person engaged in a profession for work done by him or his firm on behalf of the Association.

(b) Of interest on money lent by any member of the Association at a rate per annum not exceeding 2% less than the base lending rate for the time being prescribed by the Association's Bank or 3% whichever shall be greater.

(c) Of reasonable and proper rent for premises demised or let by any member of the Association.

(d) Of fees, remuneration or other benefit in money or money 5 worth to a Company of which a member of the Association may be a member not holding more than one-hundredth part of the capital of that Company, and

(e) Of reasonable out-of-pocket expenses to any members of the Association.

5.(a) The subscribers to these Rules and such other persons of 18 years and over as the Association shall admit to membership shall be members of the Association.

(b) Other interested persons may be invited by the Association on a yearly basis to become Friends of SHARP on payment of such subscription as may be determined by the Association. Friends of S.H.A.R.P. shall not be entitled to vote.

6. The committee are listed on the People page.

7. The above Officers shall hold office until the next Annual General Meeting of the Association. Any vacancy in such officers shall be filled by resolution of an Annual General Meeting but only full members of the Association shall be eligible to serve.

8.(a) The general management of the Association shall be directed by an executive committee ("the Committee") which shall meet at least twice in each year and additionally as required.

(b) The members of the Committee shall be the Trustees

(c) The Chairman shall preside at Meetings of the Committee if he/she is present.

(d) Any casual vacancy in the Committee may (and must if the number of Committee members fall below four) be filled by the Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association at which he/she shall be eligible for re-election to the Committee by election as a Trustee.

(e) The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment or qualification of any member.

(f) The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committee shall be reported back to the Committee fully and promptly.

(g) A member of the Committee shall cease to hold office if he or she:-
(i) Is disqualified from acting as a member of the Committee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of the provision).
(ii) Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her affairs; or
(iii) Resigns his or her office by notice in writing.

9. Once in each year an Annual General Meeting of the Association shall be held at such time (not being more than fifteen months after the holding of the preceding Annual General Meeting) and place as the Chairman shall determine and every member shall receive not less than twenty one days' notice of such Meeting. Special meetings may be convened by the Secretary upon a request by the Chairman or the Committee (if any) or six members upon a similar notice which shall state the business to be considered at the Meeting.

10. The quorum at a meeting of the Association shall be four, or such other number as the Association may in general meeting from time to time determine.

11. Save as otherwise provided all questions arising at any General Meeting of the Association shall be decided by a simple majority of those present and every member including the Chairman (but excluding all Friends of SHARP) shall have one vote and in the case of equality of votes the Chairman shall have a second or casting vote.

12. Minute books shall be kept by the Committee and all other committees, and the appropriate secretary shall enter in the minute book a record of all proceedings and resolutions.

13. All sums collected by the Association shall be handed over to the Treasurer who shall pay the same into a Bank Account in the names of the Trustees at the Heacham branch of Barclays Bank or such other Branch or Bank as the Association shall decide. Cheques shall be signed by two members of the Committee.

14. The Trustees shall invest in their names any Monies not required for the immediate purposes of the Association in securities in which trust money may by law be invested with power from time to time to transpose such investments.

15. Any property acquired by the Association shall be vested in the Trustees.

16.(a) The Trustees shall with such consent as is by law required deal with the property so vested in them by way of sale, mortgage, charge, lease or otherwise howsoever as directed by the Association. Such direction shall be given by a resolution of the members of the Association passed by a majority of the members present at a duly convened meeting of the Association and when so passed shall in favour of a subsequent purchaser, mortgagee, chargee, lessee or grantee by binding on all members of the Association. A certificate purporting to be signed by the Secretary for the time being of the Association shall in favour of a purchaser, mortgagee, chargee, lessee or grantee be conclusive evidence that such direction was duly given.

16(b) The Committee may by a resolution of a duly constituted meeting of the Committee confer on two or more of the Trustees general authority or authority limited in such manner as the Committee thinks fit to execute in the names and on behalf of the Trustees assurances or other deeds or instruments for giving effect to transactions to which the Trustees are a party. 17 The Committee shall comply with their obligations under the Charities Act 1993 (or any re-enactment or modification of that Act) with regard to:-
(a) The keeping of accountancy records for the Association.
(b) The preparation of annual statements of account for the Association.
(c) The auditing or independent examination of the statements of account of the Association; and
(d) The transmission of the statements of account of the Association to the Commissioners.

18. Any alteration of this constitution shall receive the assent of not fewer than two thirds of the members of the Association present and voting at a meeting specially called for the purpose provided that any such alteration shall have been received by the Secretary in writing not less than twenty one clear days before the meeting at which the alteration is to be brought forward. At least fourteen clear days notice in writing of such a meeting setting forth the terms of the alteration to be proposed shall be sent by the Secretary to each member of the Association provided that no alteration shall be made which would have the effect of causing the Association to cease to be a charity at law.

19. The Association may be dissolved by a resolution passed by a majority of three quarters of those present and voting at a special General Meeting of which not less than twenty one days notice shall have been given to all members of the Association specifying the matter to be discussed. On dissolution the assets of the Association shall not be distributed among members but after provision has been made for meeting all outstanding debts and liabilities they shall be transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the members in General Meeting shall decide.

20. Any notice may be served by the Secretary on any member either personally or by sending it through the post in a pre-paid letter addressed to such member at his, or her or its last known address in the United Kingdom and any letter so sent shall be deemed to have been received within five days of posting.

21. For the interpretation of this constitution the Interpretation Act 1978 shall apply as it applies to the interpretation of any Act of Parliament.