(As approved at the Annual General Meeting, 19 November 1991 and incorporating amendments as approved on 19 May 1992, 18 November 1992 and 22 May 1996)

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Incorporation documents

The Society

1. The name of the Society shall be THE TWENTIETH CENTURY SOCIETY ('the Society')
2. The objects of the Society shall be:
(i) To educate the public in the appreciation, knowledge and understanding of the arts, architecture, crafts and design for the period after 1914.
(ii) To encourage the study of these and of the related social history and to afford advice to owners and public authorities with regard to the preservation and repair of any buildings constructed or designed during this period.
(iii) To save from needless destruction or disfigurement, buildings or groups of buildings, interiors and artifacts designed or constructed after 1914. In furtherance of the foregoing objects but not further or otherwise the Society will have the following powers:
(a) to take all such steps as it may deem necessary to attain those objects, including holding meetings, staging exhibitions, arranging lectures, producing publications and by any other form of instruction, publicity or research and by promoting and supporting schemes for the saving of buildings.
(b) to make representations, whether by way of support or objection, concerning any action or proposed action by any authority, organisation or person affecting a building, work of art or object of interest falling within the period of interest of the Society.
(c) provided that the Society shall not conduct any party political or religous activities.

Membership

3. Membership of the Society shall be open to any person who supports the objects of the Society subject to the payment of a subscription in accordance with Clause 10 of this Constitution.
4. Failure to pay any subscription within six months of it falling due shall be regarded as resignation from the Society.
5. Any member's membership may be terminated if the Committee after hearing representations of the member or nominated representative of an Affilliated member to the matters raised against him, her or them formally resolves that his/her/their continued membership would be detrimental to the objects of the Society. Such terminations, if any shall be ratified by the next Annual General Meeting.
6. The Hon. Membership Secretary shall keep a roll of members of the Society containing the names of the members of the Society and their addresses to which all notices shall be sent.

Affiliation

7. Affiliated membership shall be open to all organisations who support the objects of the Society subject to the payment of a subscription in accordance with Clause 10 of this Constitution.
8. Each affiliated organisation will be entitled to two votes at the Annual General Meetings of the Society. Each affiliated organisation will nominate two representatives entitled to vote at General Meetings and notify the Hon. Membership Secretary of the names of the nominated representatives. No persons other than the nominated representatives shall be entitled to either vote or represent the views of the affiliated organisation.

Subscriptions

9. Subscriptions shall be payable on the 1st January in each year.
10. The rates of subscription shall be determined and may be varied at the Annual Geenral Meeting or a Special General Meeting of the Society by a simple majority of members present and voting.

Meetings

11. An Annual General Meeting shall be held not later than the 31st May of each year to receive the Committee's report and the audited accounts of the Society for the year ending on the preceding 31st December, and to elect Officers of the Society and Members of the Committee.
12. Special General Meetings shall be held a the discretion of the Committee, or if 25 or more members of the Society request the Hon. Secretary to call such a meeting; such requests shall be in writing and shall specify the business to be raised at that meeting. The Hon. Secretary shall arrange for the meeting to be held within 42 days of receiving such notice.
13. Notice. At least 21 days notice of Annual or Special General Meetings shall be given to all members of the Society, giving date, time, place and subject matter of the meeting. Any notice required to be given under these rules shall be deemed to be duly given if left or sent to the address last notified to the Hon. Membership Secretary. Accidental omission to give notice of a meeting shall not invalidate the meeting.
14. Quorum. 25 members of the Society present shall constitute a quorum for Annual or Special General Meetings.
15. Ordinary Meetings may be held from time to time throughout the year.

Officers

16. The Officers shall be members of the Society and shall comprise of:
the Chairman
the Vice-Chairman
the Hon. Treasurer
the Hon. Secretary
the Hon. Membership Secretary
the Hon. Events Secretary
two of whom shall relinquish their office in rotation each year and shall be eligible for re-election at the Annual General Meeting. A President and Vice-Presidents, Patrons and any other Officers as may be deemed necessary by the Committee may also be elected at a General Meeting of the Society, for periods to be decided at such a meeting. The Committee shall have the power to fill casual vacancies occurring among the Officers of the Society but subject to re-election at the next Annual General Meeting for the unexpired term.

Committee

17. The committee shall consist of the Officers and not more than 15 ordinary members. Members of the Committee shall be elected at the Annual General Meeting for a period of three years, and shall retire and be elected in rotation. Five members of the Committee, together with any casual vacancies, shall be elected each year.
18. The Committee shall have power to:
(i) fill casual vacancies amongst the full members of the Committee, but subject to re-election for the unexpired term at the next Annual General Meeting.
(ii) co-opt further members who shall attend in a non-voting capacity.
19. The President and Vice-Presidents may attend to take part in meetings of the Committee but may not vote at such meetings.
20. The Committee shall be responsible for running the affairs of the Society and may take decisions on its behalf. Seven shall consitute a quorum at a Committee meeting. The Committee may appoint, regulate, and dissolve sub-committees to deal with such matters as it thinks fit, provided at least one member of each sub-committee is also a member of the Committee, so that the Committee shall receive regular reports from such sub-committees. The Chairman and the Hon. Secretary shall also be ex-officio members of each sub-committee.
21. Decisions of the Committee shall be made by a simple majority vote of the Members present and the person chairing any Committee or sub-committee shall have, if necessary, a second casting vote.
22. The Committee shall require the Hon. Treasurer to keep proper books of account. Such accounts shall be subject to audit or independent examination in accordance with the requirements of the Charities Act 1993 or subsequent amendments. The Committee shall appoint, as appropriate, an auditor or independent examiner. The Hon. Treasurer shall be responsible for submitting the accounts and statutory information to the Charity Commissioners.
23. A Member of the Committee who attends no meetings of the Committee or sub-committee during any continuous period of nine months shall be deemed to have resigned at the discretion of the Committee. Any member of the Committee may resign on giving reasonable notice in writing to the Hon. Secretary.

Votes of members and elections

24. The Officers and members of the Committee must be members of the Society. They shall be elected as required by the rules of rotation at each appropriate Annual General Meeting and shall hold office until the end of the Annual General Meeting at the expiry of their term.
25. No person may hold more than two offices in the Society.
26. Nominations for the election of Officers and Members of the Committee shall be made to the Hon. Secretary at least 7 clear days before the Annual General Meeting. Each nomination shall be signed by a proposer and a seconder (both of whom shall be members of the Society) and shall be accompanied by a signed statement indicating the candidate's willingness to serve in the post for which he or she has been nominated.
27. The election of the Officers shall be completed before the election of the 5 Committee Members and also any casual vacancies for the Committee which shall ordinarily be by a show of hands. Where more persons are nominated for election to the Committee than the number of vacancies, the members of the Society present shall be entitled to cast one vote or for Affiliated members, two votes (in accordance with Clause 8 of this Constitution), up to the number of candidates due for election and the candiddates achieving the most votes, up to the number of vacancies, shall be elected.
28. Only paid-up members of the Society may vote in any election or at any meetings of the Society.

Expenses of Administration

29. All moneys raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose PROVIDED THAT nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Society or the repayment to members of the Committee of reasonable out-of-pocket expenses.

Finances and Property

30. The Society's financial year shall be 1st January - 31st December.
31. The Society may raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise provided that the Society shall not undertake any permanent trading activities in raising funds for its charitable objects. The Society may take and accept gifts, whether subject to any special trust or not, and may sell, dispose of or turn to account all or any of the property or funds of the Society as shall be necessary subject to such consents as may be required by law. The Society may borrow or raise money for the purposes on such terms and on such security as the Committee shall think fit, but so that liability of members of the Society shall in no case extend beyond the amount of their respective annual subscriptions.
32. All funds at any time belonging to the Society and not required for immediate application for its purpose may be invested by the Committee in or upon such investments, securities, or property as it may think fit, subject neverthless to such authority, approval or consent whether by the Charity Commissioners or the Secretary of State for Education and Science as may for the time being be required by law.
33. The Committee shall have power on behalf of the Society to enter into guarantees and indemnities, limited or unlimited. Such guarantees may be signed on behalf of the Committee by officers nominated in an appropriate resolution.
34. The Committee may appoint a custodian trustee or a trust corporation or not less than three of their number to hold any property held by or in trust for the Society.

Declaration of interest

35. It shall be the duty of every Officer or Member of the Committee or sub-committee and of any person speaking at an Annual or Special General Meeting, to declare if they are in any way directly or indirectly interested financially or professionally in the matter under discussion. They may take part in the discussion but may not vote thereon.

Local Groups

36. Local groups consisting solely of members of the Society may (subject to prior approval of the Committee) be formed to further the objects of the Society. Local groups shall not incur liabilities in the name of the Society.

Amendments and Interpretation

37. Alteration to this Constitution shall recieve the assent of two-thirds of the members present and voting at an Annual General Meeting or a Special General Meeting. A resolution for the alteration of the constitution must be received by the Hon. Secretary of the Society at least 21 days before the meeting at which the resolution is to be brought forward. At least 14 days notice of such a meeting must be given by the Hon. Secretary to the membership and must include notice of the alteration proposed. Provided that no alteration shall be made to Clause 2 (Objects) Clause 39 (Dissolution) or this clause until the authority in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained: and no alterations shall be made which have the effect of causing the Soceity to cease to be a charity in law.
38. Any question arising as to the interpretation of these rules of their application in any particular circumstance shall be decided by the Committee.

Dissolution

39. The Society may be dissolved by a two-thirds majority of members present voting at an Annual or Special General Meeting of the Society confirmed by a simple majority of members voting at a further Special General Meeting held not less than 21 days after the previous meeting. If a motion for the dissolution of the Society is to be proposed at an Annual or Special General Meeting this motion shall be referred to specifically when the Notice of the Meeting is given.
40. In the event of the dissolution of the Society the available funds shall be transferred to such one or more charitable organisations having objects similar or reasonably similar to those herein before declared as shall be chosen by the Committee and approved by the meeting of the Society at which the decision to dissolve the Society is confirmed. On dissolution the Minute Books and other records of the Society shall be offered to the British Architectural Library. If and in so far as effect cannot be given to this provision then to some other charitable purpose.

Constitution: Table of Amendments

(for information only - not part of Constitution)
19 May 1992 - Clause 1 (change of name)
18 November 1992 - Clauses 20 & 33 together with consequential renumbering of clauses 34-40
22 May 1996 - Clause 22
24 May 2000 - The Hon, Casework Convenor shall be added to Clause 16. The subsequent paragraph is amended to read...'Every two years two (2) of whom shall relinquish their office and every third year three (3) of whom shall relinquish their office in rotation...'