The Management Committee (Mancom) proposed to the 2010 AGM that the "2004" constitution, as on the Association's website [and reproduced below], be replaced by a revised, simplified version; the proposal was accepted by the membership.
The two main reasons for the revisioins were : a) to eliminate contradictory wording regarding membership; b) to remove items of an administrative, rather than constitutional, nature (see below). The opportunity was been taken to simplify the wording and layout. In the view of Mancom, there were no changes of a fundamental nature; the significant changes were as follows. The revised constitution was entirely acceptable to the Charity Commission.
In #1, as well as the Association's official names, in English and Esperanto, we include other 'working names' by which the Association is known from time to time.
#4 : substantially the same as before, but 'telescoped' into one clause. Reference to covenants are deleted, as these have been replaced by Gift Aid, which is not mentioned, as this is a purely administrative matter.
#5 onwards - Membership. This is the main change. Hitherto inconsistent reference to 'members', 'full members' and 'voting members' has been replaced by consistent use of 'Members' for voting members and 'other members and supporters' for non-voting categories.
#9 : reference to register of members and anniversary of joining deleted (administrative details); arrears deadline adjusted from three months to four, to reflect actual practice.
#13 : maximum size of Mancom reduced from twelve to ten; in fact, it is many years since we had more than ten members.
#17 : reference to recording of donations (administration) and to appointment of (property) trustees replaced by 'power to manage the assets of the Association at their discretion'. Frequency of Mancom meetings also deleted, because a) administrative detail, b) current use of e-mail.
#19 : requirement that AGM take place within 15 months of previous AGM replaced by 'between March and September each year', a) for greater flexibility, b) to ensure that an AGM takes place in every calendar year.
#23 : ref. to 'balance sheet' replaced by 'statement of assets and liabilities', as 'balance sheet' has a precise technical meaning, which is not intended.
April 2010
General
The name of the Association shall be 'Esperanto-Asocio de Britio' or 'Esperanto Association of Britain'.
The Association shall be non-profit making, and shall be financed by voluntary subscriptions, donations and sales from the Esperanto bookshop.
The head office of the Association shall be situated in the United Kingdom.
Object and Powers
To advance the education of the public in the international language Esperanto in the furtherance of international communication without discrimination and of the natural right of all people and peoples, their languages and cultures to be treated equally, and in pursuance of that object but not further or otherwise the Association shall have the following powers:-
To provide and distribute information about Esperanto;
To encourage the use of Esperanto by individuals, groups and organisations;
To organise and conduct educational courses, lectures and conferences in and about Esperanto;
To collaborate with examining bodies with regard to examinations in Esperanto, and to conduct its own examinations at various levels;
To appoint delegates or representatives to attend meetings or conferences or to liaise with other national or international organisations, and to use accumulated funds for such purposes where necessary;
To solicit donations either single, annual or under covenant; and
To do all such lawful things as are necessary to the attainment of such object.
Membership
Membership shall be divided into categories:-
Membership categories (for people of at least eighteen years of age) that have been approved by the Annual General Meeting and confer voting rights. Members in such categories are referred to as 'full members'.
Other membership categories that have been approved by the Management Committee and do not confer voting rights.
Membership shall be open to any person who supports the object of the Association
Persons belonging to all categories of membership shall be entitled to attend and speak at all General Meetings, but only members in categories with voting rights shall be entitled to vote.
A member with voting rights unable to attend a General Meeting may appoint another member with voting rights as his proxy by giving at least fourteen days' notice to the Honorary Secretary.
The membership subscription for each category of membership that confers voting rights shall be determined annually by the Annual General Meeting. The membership subscription for other categories of membership shall be determined by the Management Committee from time to time. The membership subscription shall be payable on becoming a member and on each anniversary thereof.
The Association shall keep a register of members at its head office.
Any person may apply for membership of the Association in writing to the Honorary Secretary, such application to be accompanied by the appropriate membership subscription, which shall be returned if membership is not granted.
Membership shall lapse if the membership subscription or any part thereof is more than three months in arrears.
Management
The affairs of the Association shall be conducted by a Management Committee elected by the Annual General Meeting or by postal ballot of all voting members at the time of the Annual General Meeting to serve until the end of the next Annual General Meeting. The President shall be elected directly by the Annual General Meeting or by the members. Other officers shall be chosen from the Management Committee by the Management Committee.
The Management Committee shall consist of at least six and not more than twelve full members of the Association, who shall include the President, the Honorary Secretary and the Honorary Treasurer.
The quorum for meetings of the Management Committee shall be four members.
The Management Committee shall meet at least four times in every year at such times and in such places as it shall determine.
The Management Committee shall ensure that all donations are separately recorded and are shown as a separate item in the Annual Statement of Accounts of the Association.
The Management Committee shall have power to provide for any property belonging to the Association or to which the Association is entitled to be vested in at least two trustees nominated by the Management Committee.
The Management Committee shall have power to appoint, pay and dismiss employees of the Association.
The Management Committee may create sub-committees from among the members of the Association for specific purposes or procedures. Such sub-committees shall be responsible to the Management Committee for their activities.
The Management Committee shall have power to co-opt members from among the full members of the Association to serve until the end of the next Annual General Meeting provided that no more than one half of the members of the Management Committee are co-opted members.
The Management Committee shall be responsible for summoning an Annual General Meeting to take place within fifteen months of the previous Annual General Meeting.
No person shall be entitled to act as a member of the Management Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Management Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.
General Meetings
A minimum of twenty members with voting rights shall form a quorum.
The Annual General Meeting shall work from a prepared agenda previously circulated to all members at least twenty-one days before the date of the meeting.
The Annual General Meeting shall:-
receive from the Management Committee the Annual Report, the Annual Statement of Accounts and the Balance Sheet of the Association;
determine the membership subscriptions for the ensuing period for the membership categories that confer voting rights;
elect the members of the Management Committee to serve until the end of the next Annual General Meeting;
appoint the Independent Examiner (of the accounts) for the ensuing period;
remit to the Management Committee for consideration or action any comment or suggestion; and
consider and take action on any other business of which due notice has been given.
An Extraordinary General Meeting may be convened by the Management Committee, and shall be so convened at the request in writing to the Honorary Secretary of at least twenty members of the Association with voting rights.
An Extraordinary General Meeting shall work from a prepared agenda previously circulated to all members at least twenty-one days before the date of the meeting
An Extraordinary General Meeting shall not consider or take action on matters which do not appear on its previously circulated agenda.
Amendment and Dissolution
The members in General Meeting may add to or repeal any of the above provisions by a two-thirds' majority after at least twenty-one days' notice of the proposed amendment has been given to all members, provided that no amendment may be made which would cause the Association to cease to be a charity in law.
In the event of the dissolution of the Association, the assets remaining after satisfaction of the debts and other liabilities shall not be paid to the members, but shall be paid to some other charitable organisation or organisations having objects similar to that of the Association.