This constitution was formally adopted on the 25th day of November 2010 by the members of the Society in an Annual General Meeting
name of the Society is the Ulster Place-Name Society (hereinafter called
to the matters set out below the Society and its property shall be
administered and managed in accordance with this constitution by the
members of the Committee, constituted by clause 5 of this constitution
The Society is established to advance education in Northern Ireland
and its environs (hereinafter called the “area of benefit”) without
distinction of age, gender, disability, sexual orientation, nationality,
ethnic identity, political or religious opinion, and in particular:
a) to promote the study of, appreciation of, knowledge of and awareness of
place-names in the area of benefit and to publish a series of publications
devoted to the field of name studies, including a journal and a bi-annual
to carry out research into place-names, promote and support the work of a
survey of place-names in the area of benefit and to make the results of
the survey available via a series of published volumes and via the
internet where appropriate.
In furtherance of the above objects, but not further or otherwise, the
provide, assist in providing or secure the provision of educational
facilities for the benefit of the general public in the area of
provide, arrange, conduct or co-operate in the provision of
courses, lectures, meetings, seminars, conferences, training programmes
and exhibitions designed to further the objects of the Society;
provide, maintain and equip or assist in the provision, maintenance
and equipment of premises and facilities designed to carry out the objects
of the Society;
promote and carry out, or assist in promoting and carrying out
research, surveys and investigations and publish the useful results
organise or assist in organising meetings, lectures, classes and
exhibitions, and publish or assist in publishing reports, periodicals,
recordings, books or other documents or information;
obtain collect and receive money by way of grants, donations,
bequests, legacies or other lawful method PROVIDED that the Society shall
not undertake any permanent trading activities and shall conform to any
relevant requirements of the law;
purchase take on lease or in exchange, hire or otherwise acquire
any real or personal property and any rights and privileges necessary for
the promotion of the above objects and construct, maintain and alter any
buildings or erections which the Society may think necessary for the
promotion of its objects;
make any regulations for any property which may be so acquired;
subject to any consents as may be required by law, sell, let,
mortgage, dispose of or turn to account all or any of the property or
assets of the Society with a view to the furtherance of its objects;
subject to such consents as may be required by law receive money on
deposit or loan and borrow or raise money in such a manner as the Society
shall think fit and to charge all or any part of the property of the
Society with repayment of money so borrowed;
invest the moneys of the Society not immediately required for the
furtherance of the said objects in or upon such investments, securities or
property as may be thought fit, subject nevertheless to such conditions
(if any) as may for the time being be imposed or required by law;
recruit and train volunteers with relevant skills to carry out the
objects of the Society;
employ and pay any person or persons, NOT being a member of the
Committee to supervise, organise and carry on the work of the Society and
make all reasonable and necessary provision for the payment of
remuneration to employees;
promote and organise co-operation in the achievement of the above
objects and to that end to work in association with local authorities and
voluntary organisations engaged in the furtherance of the above objects in
the area of benefit;
establish and support,
co-operate with, join or amalgamate with
any charitable trusts, associations or institutions formed for all
or any of the above objects;
do all such other lawful things as may be necessary for the
attainment of the above objects or any of them;
Membership of the Society shall be open to the following,
irrespective of ethnic identity, disability, age, gender, political party,
nationality, sexual orientation, marital status, or religion.
People over the age of 18 who support the objects of the
Society and whose applications for membership are accepted by the
Committee, such members shall be called Full Members and shall be entitled
to vote at meetings of the Society. Individuals who opt to become life
members at a fee decided by the Committee will also be regarded as Full
Members as will those who, in special circumstances and at the discretion
of the Committee, are awarded honorary life membership.
Libraries, Societies and Institutions within the area of benefit,
whether voluntary or statutory may upon application to and with the
approval of the Committee be admitted as Institutional Members, and such
approval shall not be unreasonably withheld.
Institutional Members shall each be entitled to be represented at
general meetings of the Society by a duly authorised representative with
power to vote on behalf of the Institutional Member.
The Committee shall fix the rate of annual subscription appropriate
to each category of membership and shall have the right for good and
sufficient reason to terminate the membership of any member provided that
the member concerned shall have the right to be heard by the Society in a
General Meeting before a decision is made.
The Committee shall meet at least once a year and shall consist of
not fewer than 7 people elected at an Annual General Meeting. The
Committee shall also include the following ex-officio members: the
Head of Irish and Celtic Studies, Queen’s University Belfast or his or
her nominee; the Director of the Institute of Irish Studies, QUB; the
chief editor of the Society’s journal; and the head of the Dublin
Placenames Branch. The
Committee will also include a Public Relations Officer, co-opted annually
at the Society’s AGM. Committee members will automatically become
individual members of the Society upon election to the Committee if they
were not individual members before their election onto the Committee.
Nominations from members of the Society for members of the
Committee will be taken at the Annual General Meeting.
If the number of nominations exceeds the number of vacancies,
election shall be by secret ballot of the members of the Society present
and voting at an Annual General Meeting.
If the number of nominations is less than the number of vacancies,
further oral nominations may with the approval of the Annual General
Meeting be invited from members present and voting at the said Annual
Committee members may hold office for a period of up to 3 years and
shall retire in rotation with the two longest serving to retire at each
AGM, or if it is not possible to determine that, then the two to retire
shall be determined by drawing lots. On retirement members will be
eligible for re-nomination and election.
The Committee elected at an Annual General Meeting shall have the
power to co-opt further members to fill any casual vacancy arising on the
Committee or to enlist Committee members with particular skills, who shall
be Full Members and who shall serve until the conclusion of the next
following Annual General Meeting PROVIDED that the number of co-opted
members shall not exceed one-third of the total membership of the
Committee. Co-opted members shall have the right to vote.
The Chairperson, Secretary and Treasurer, who shall be the Honorary
Officers of the Society, shall be Full Members of the Society, and shall
be elected tri-annually by and from the members of the Society at the
Annual General Meeting. The office of Chairperson shall not be held by any one person
for more than two consecutive three-year periods.
Any member of the Committee who fails to attend 2 consecutive
Committee meetings without reasonable excuse shall lose her/his place on
the Committee which may be filled by co-option in accordance with Clause
The Trustees (if appointed for the purpose of holding property in
their own names on behalf of the Society) shall be notified of and shall
be entitled to attend all meetings of the Committee but without the power
FUNCTIONS OF THE COMMITTEE
The Committee may make such regulations as they consider
appropriate for the efficient conduct of the business of the Committee and
The Committee may appoint such staff NOT being members of the
Committee as they consider necessary on such terms and conditions as they
The Committee may appoint such sub-committees, advisory groups or
working parties of their own members and other persons as they may from
time to time decide necessary for the carrying out of their work, and may
determine their terms of reference, duration and composition. All such
sub- committees shall report back fully and promptly.
The proceedings of the Committee shall not be invalidated by any
failure to elect or any defect in the election, appointment, co-options or
qualification of any member.
meetings of the Society or of the Committee or of any of its subcommittees
shall be presided over by its Chairperson failing whom its
Vice-Chairperson, if one has been appointed. If neither the Chairperson or
Vice-Chairperson is present, those present may elect one of their number
to take the Chair. The Chairperson of any meeting shall have a second or
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 contained shall prevent the payment of legitimate
out-of-pocket expenses to members of the Society engaged upon the approved
business of the Society.
The Honorary Treasurer shall keep proper accounts of the finances
of the Society.
The financial year of the Society shall run from 1 September to
The accounts shall be audited by an auditor or auditors appointed
by the Annual General Meeting OR examined by any independent person who
shall be appointed at the Annual General Meeting.
An annual statement of accounts for the last financial year of the
Society shall be submitted by the Committee to the Annual General Meeting.
A bank account has been opened in the name of the Society with
Ulster Bank Ltd, University Road, Belfast. An
account may be opened with such other bank as the Committee shall from
time to time decide. The Committee shall authorise in writing the Honorary
Treasurer and 2 members of the Committee to sign cheques on behalf of the
Society. All cheques must be
signed by not less than 2 of the 3 authorised signatories.
Society may appoint and may terminate the appointment of not less than 3
people to act as Trustees for the purpose of holding any moneys or
property belonging to the Society. The title to all or any such real
and/or personal property which may be required by or for the purposes of
the Society shall be vested in the Trustees who shall hold such property
in trust for the Society. The Trustees shall act under the instructions of
the Committee who shall, subject to the approval and consent of the
Society as determined by a General Meeting, have power to fill vacancies
among the Trustees.
ANNUAL GENERAL MEETING
An Annual General Meeting of the Society shall be held at such
place and time (not being more than 15 months after the holding of the
preceding Annual General Meeting) as the Committee shall determine.
At such Annual General Meeting the business shall include the
the election of members and officers to serve on the Committee;
the appointment of an auditor or auditors OR an independent person
to examine the annual accounts;
the consideration of an Annual Report of the work done by or
under the auspices of the Committee;
the consideration of the annual accounts;
the transaction of such other matters as may from time to time be
SPECIAL GENERAL MEETINGS
Committee may at any time at its discretion and shall upon a requisition
signed by not less than 4 members having the power to vote and giving
reasons for the request, call a Special General Meeting of the Society for
the purpose of altering the constitution in accordance with Clause 13
hereof or of considering any matter which may be referred to them by the
Committee or for any other purpose.
RULES OF PROCEDURE AT ALL MEETINGS
Subject to the provisions of Clause 13 hereof all questions arising
at any meeting shall be decided by a simple majority of those present and
entitled to vote thereat. In case of an equality of votes the Chairperson
shall have a second or casting vote.
Minute books shall be kept by the Committee and all other
subcommittees and the appropriate Secretary shall enter therein a record
of all proceedings and resolutions.
The quorum at General Meetings of the Society shall be one fifth
and at meetings of the Committee shall be one half or such other number as
the Committee may from time to time determine.
The Committee shall have power to adopt and issue Standing Orders
and/or Rules for the Society. Such
Standing Orders and/or Rules shall come into operation immediately
PROVIDED ALWAYS THAT they shall be subject to review by the Society in
General Meeting and shall not be inconsistent with this constitution.
Notice of General Meetings
At least 14 clear days notice in writing shall be given to each
member of the Society of all Annual General Meetings and Special General
ALTERATIONS TO THE CONSTITUTION
Any alterations to this Constitution shall receive the assent of
not less than two-thirds of the members of the Society present and voting
at the Annual General Meeting or a meeting specially called for the
purpose PROVIDED THAT notice of any such alteration shall have been
received by the Honorary Secretary in writing not less than 21 clear days
before the meeting at which the alteration is to be brought forward.
At least 14 clear days notice in writing of the meeting setting
forth the terms of the alteration to be proposed shall be sent by the
Honorary Secretary to each member of the Society PROVIDED FURTHER THAT no
alteration shall be made which would cause the Society to cease to be a
charity at law.
If the Committee by a simple majority decides at any time that on
the grounds of expense or otherwise it is necessary or advisable to
dissolve the Society it shall call a meeting of all members of the Society
who have the power to vote of which meeting not less than 21 days notice
(stating the terms of the Resolution to be proposed thereat) shall be
If such decision shall be confirmed by a simple majority of those
present and voting at such meeting the Committee shall have power to
dispose of any assets held by or in the name of the Society.
Any assets remaining after the satisfaction of any proper debts and
liabilities shall be given or transferred to Irish and Celtic Studies, in
Queen’s University Belfast or, in the event of the demise of Irish and
Celtic Studies, to an unspecified charitable organisation, as the
Committee may decide.
INDEMNITY AND INSURANCE
The Society must insure to their full value against any foreseeable
risk all the property of the Society (except those buildings that are
required to be insured by a tenant).
The Society must also insure suitably in respect of public
liability and employer’s liability and take out other insurance policies
to protect the Society when required.
The Society may purchase indemnity insurance for the Committee
members against any liability that by virtue of any rule of law would
otherwise attach to a Committee Member or other officer in respect of any
negligence, default, breach of duty or breach of trust of which he or she
may be guilty in relation to the Society but excluding:
costs of unsuccessfully defending criminal prosecutions for
offences arising out of the fraud, dishonesty or wilful or reckless
misconduct of the Committee Members
or other officer;
liabilities to the Society that result from conduct that the
Committee Members or other officer knew or must be assumed to
have known was not in the best interests of the Society or about
which the person concerned did not care whether it was in the best
interests of the Society or not.