Constitution of the Geocaching Association of Great Britain
A - Name
The name of the Association is the Geocaching Association of Great Britain, hereinafter referred to as 'the Association'.
B - Administration
Subject to the matters set out below the Association shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause G of this constitution ('the Executive Committee').
C - Objects
The Association's objects ('the objects') are to enhance and progress geocaching as an activity primarily within Great Britain and Northern Ireland by:
- liaising with land owners, agreeing mutually beneficial good practices so that geocaching on their land is approved and encouraged.
- helping all geocachers to enjoy the activity without falling fool of the civil and criminal laws of the land.
- establishing good geocaching practices by accepting advice from land, environmental, archaeological, historical and other relevant bodies.
- acting as intermediaries, and being the first point of call, for all interested parties within the Association's geographical remit ensuring that the positive educational, environmental, social, and recreational aspects of geocaching are properly represented.
- providing assistance and organisational support to the geocaching community as appropriate, within the Association's means.
- organising and supporting geocaching-related events that meet the objects of the Association. Such events may enable access by geocachers to commercial products or services as long as the provision of these is optional, for example but not exclusively - stalls selling goods, offering entertainment, or providing refreshments.
- keeping membership of the Association free of charge.
- maintaining the Association's independence and freedom from commercial influence, subject to the proviso that nothing in this clause shall prevent the Association from accepting payment for advertising on its website or other material or products produced by or on behalf of the Association.
D - Powers
In furtherance of the objects, but not otherwise, the Executive Committee may exercise the following powers:
- Power to invite and receive contributions.
- Power, subject to any consents required by law, to sell, lease or dispose of all or any part of the property of the Association.
- Power to cooperate with other organisations and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them.
- Power to appoint and constitute such advisory committees as the Executive Committee may think fit.
- Power to do all such other lawful things as are necessary for the achievement of the objects.
- Power to produce, retail and franchise merchandise, as appropriate.
E - Membership
- Individual Membership of the Association is ongoing until a Member decides to resign or their membership is terminated.
- The Executive Committee may vote and terminate the membership of any individual if there are good reasons (e.g. bringing the Association into disrepute). The process for termination is:
- The member concerned is informed via the contact details held on record
- The individual concerned shall have the right to be heard by the Executive Committee, assisted by a friend (if requested), before a final decision is made.
- A simple majority vote by the members of the executive present and voting
- The process for a Formal Proposal as outlined in Clause M can be used to override an executive decision.
- There are four tiers of membership of the Association:
- Founder Members are members for life unless and until they resign. Founders always have full rights to vote and stand in elections regardless of activity status.
- Friends of the GAGB can help the Executive Committee as necessary. For example (but not limited to), promoting and representing the GAGB locally, organising GAGB events and writing regular articles for the Seeker e-magazine. The minimum age for Friends is 13 years of age at the time of appointment.
- Individual Members have full rights to vote and stand in elections. There is no minimum age for individual members.
- Inactive Members are defined as Individual Members or Friends who have not interacted with the Association in a formal capacity for a period of 36 months - such activity can include forum activity, email, registered downloads from member-only areas or other activity that the committee may choose to track and utilise as they see fit.
- Anyone becoming a Member agrees to receive such Association mailings as the Executive Committee deem appropriate, including those regarding elections and votes.
- All members have the right to be forgotten.
- The Association shall, upon receipt of a request to be forgotten from a member using the contact details previously agreed (e.g. email, forum login), delete all personal data unless a reasonable purpose exists (e.g. but not limited to financial records or prior membership termination lists) to maintain the data.
- Any prior forum or social media posts by the member may be kept by the Association, providing this falls within relevant Data Protection legislation.
F - Officers
- The Association shall primarily be represented by a Chair, chosen from and by members as described in Clause N (Elections), and governed by Clause H (Termination).
- All Association meetings and proceedings shall be led by the Chair, unless unavailable.
- Should the elected Chair of the Association become unavailable, the Executive Committee shall appoint an Acting Chair from among its number, to serve until the Chair is again available, or the next election period (as governed by clause H5d), whichever is the earlier.
- In the case that the Chair is unavailable for a single meeting, the appointment of an Acting Chair shall be minuted.
- In the case of a Chair being unavailable for longer than the proceedings of an individual meeting, notification to the members of the appointment of an Acting Chair shall be provided in the Association forums.
G - Executive Committee
- The Executive Committee shall consist of not more than nine members, being the Chair and not more than eight Executive Members.
- The committee shall have the power at any time to co-opt a member to become an Executive Member, with full Executive rights, to fill a vacant place.
- If the Executive Committee should drop below five members (including co-opted), the vacant posts shall be put to the members for election.
- The Executive Committee shall, on taking office, appoint from amongst their number a Treasurer and a Secretary.
- Appointed Members: In the event that none of the Executive Members have the availability, ability or inclination to carry out specific tasks or take on specific roles, the Executive Committee shall have the power to delegate such a task to a member - such members are Appointed Members.
- Appointed Members may take part in all committee discussions, but shall have no voting powers.
- Appointed Members are in addition to Executive Members, and as such may increase the attendance at meetings beyond nine.
- The minimum age for Executive Committee membership is 18 years of age at the time of appointment (or start of term of office, in the case of elected positions).
H - Termination of Membership of Executive Committee
- Membership of the Executive Committee Member and Chair can be terminated by an absolute majority vote of the Executive Members and in the following circumstances shall be ratified by the membership:
- Any Executive Committee Member, including the one being terminated, may within six days of the Executive decision being published to the member area of the forum, require a member ratification vote.
- The removal of the Chair shall always require a member ratification vote.
- Executive access privileges to Association digital sites by the Executive Member being terminated shall be suspended pending the results of the member ratification vote.
- A Member ratification vote shall follow the Formal Proposal process outlined in Clause M. Executive decisions may be overturned by the results of such an event.
- An Executive member or Chair may be voted off the committee through a Formal Proposal. (see clause M)
- Any executive member may resign from office by posting to the forum or notifying either the Chair or the Secretary; such resignation to take immediate effect.
- Following termination, the Executive Committee shall follow the process as outlined in clause G to appoint a replacement Executive Committee Member or Chair, as appropriate and when deemed desirable, allowing for the process in clause H1 to first run its course.
- In all cases, Executive Committee membership shall expire at the end of November under the following circumstances:
- All Appointed Executive Committee Members, annually
- All Co-opted Executive Committee Members, annually
- One year after election, for an elected Executive Committee Member (not including Chair)
- Two years after election, for an elected Chair, or the immediate November after appointment, for an Acting Chair
I - Executive Committee Members not to be personally interested
- No Executive Committee Member shall acquire any interest in property belonging to the Association (otherwise than as a trustee for the Association) or receive remuneration or be interested (otherwise than as a member of the Association) in any contract entered into by Executive Committee, subject to the provisions of clause I2.
- Any Executive Committee Member for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other Executive Committee Members to act in a professional capacity on behalf of the Association: Provided that at no time shall a majority of the Executive Committee Members benefit under this provision and that an Executive Committee Member shall withdraw from any meeting during which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
- Any member of the Executive Committee who has an interest (pecuniary or otherwise) in the work or affairs of, or in any item under discussion by, the Committee must declare that interest (a) upon election as a member of the Committee, or (b) at the moment when such interest becomes evident. The member of Committee may not take part in, or vote upon, any item under discussion or consideration by the Committee.
- Any such declaration of interest shall be recorded in the minutes.
J - Proceedings of the Executive Committee
- The Association is an online organisation, and the Executive Committee shall carry out its business online, for example, in committee forums or dedicated chat rooms for online meetings. The Committee may at its sole discretion occasionally carry out business by other means, including but not limited to teleconferences and real-world meetings, and may organise Association general meetings at which members can participate in proceedings.
- Any decisions reached by the Committee other than through a formally convened Committee meeting, must be submitted to the Committee at the next following meeting for approval and confirmation, or otherwise.
- If business is carried out by means other than in forums then the Chair shall act as Chair of the proceedings.
- The quorum for starting meetings of the Committee shall be an absolute majority of the current committee membership. In the event that a quorum is not present after the expiry of 30 minutes from the starting time of the meeting, then the meeting shall be ended and reconvened at a later date.
- For meetings that have been unable to proceed due to lack of attendance, a notification shall be placed in the forums specifying who was in attendance, who was not, and who provided reasonable prior notification of their absence.
- When business is carried out in forums then all matters that are voted upon shall be decided by an absolute majority of Executive Members.
- When business is carried out by means other than in forums then all matters that are voted upon shall be decided by a majority of all Executive Members present.
- In the case of a tie of votes the Chair, or if the Chair is not present then the acting Chair, shall have a second or casting vote.
- The Executive Committee shall keep minutes of business carried out by the Executive Committee and any sub-committee.
- Minutes of all Executive Committee meetings shall be taken by the Secretary, or other nominated member present.
- Agreed content of the minutes shall be posted on the GAGB forums within 14 days, after having been agreed by the Chair or other nominated member.
- The Executive Committee may from time to time make and alter roles for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No role may be made which is inconsistent with this constitution.
- The Executive Committee may appoint sub-committees, which may include Friends of the GAGB in addition to at least one Executive Member, for the purpose of performing any function that in the opinion of the Executive Committee would be more conveniently undertaken by a subcommittee. All acts and proceedings of any such sub-committee shall be folly reported to the Executive Committee.
- The Executive Committee shall meet no less than 4 times during their period of office, for example using dedicated chat rooms.
K - Receipts and expenditure
- Members of the Executive Committee shall be entitled to claim and receive reimbursement for expenses which they incur in the course of carrying out the Association's business, provided only that a majority of the Executive Committee shall be entitled to refuse to reimburse expenses which they deem to be excessive.
- Individual Members who incur expenses through carrying out business at the express request of the Executive Committee shall be entitled to claim and receive reimbursement for those expenses, provided only that the Executive Committee shall be entitled to refuse to reimburse expenses which they deem to be excessive.
- The funds belonging to the Association shall be applied only in furthering the objects.
L - Accounts
- Any member in possession of Association funds shall keep proper accounts of its use. Details of all income received and payments made shall also be copied to the designated Executive Committee member who acts as treasurer.
- The Financial Year shall end on 30 September in every year.
- The Executive Committee shall submit a statement of accounts for the previous financial year to the members annually at the end of October.
M - Formal Proposals
- Formal proposals will require a minimum of 7 days' notice, and must be proposed by either the Executive Committee, or a minimum of 6 Individual Members. Proposals require a simple majority of those members voting to be carried. Voting will last for at least 4 days, and no more than 14 days.
N - Elections
- Elections for those Executive Committee posts that fall vacant shall be held annually during the month of November.
- The election dates shall be announced no later than 1st October each year, defining the period for nomination, deadline for acceptance, and period for voting.
- There shall be two elections, first for the post of Chair, if it be vacant from Nov 1, then for the posts of Executive Members.
- Each election shall run for at least 4 days, and no more than 14 days.
- Only Association Members as specified in Clauses E3a, E3b, and E3c (Founder, Friends, and Individual Members) may stand as a candidate for election for Chair or Executive Member, such status to be defined from the stated deadline for acceptance of the nominations.
- Nominations shall be made using the forums.
- Only Association Members as specified in Clauses E3a, E3b, and E3c (Founder, Friends, and Individual Members) above may nominate a candidate, such status to be defined from the opening of nominations.
- Two valid nominations are required for a candidate to be valid, and the candidate must formally accept the nomination, before the deadline for it to go forward to election.
- Current Executive Members and the Chair shall not take part in nominations, however they may be nominated and may accept the nominations.
- Where nominations exceed vacancies, an election shall be by ballot.
- Any Association Member as specified in Clauses E3a, E3b, E3c, and E3d (Founder, Friends, Individual Members, and Inactive Members) may take part in the ballot.
- Voting will normally be carried out by email or online ballot to an independent Returning Officer (IRO) appointed by the Executive Committee, but the Executive Committee shall be empowered to have voting carried out by other means.
- Circumstances in which the Executive Committee may do this shall include, but are not limited to, a failure to find a suitable IRO.
- The IRO is not required to issue ballots to Inactive Members as defined under clause E3d as of 24 hours before voting starts for the relevant ballot. The IRO may, at their discretion, subsequently issue ballets to such members who become 'active' before the ballot ends.
- Voting shall be by the 'multiple non-transferable vote' method, with members having the same number of votes as there are vacancies available, and no Individual Member may cast more than one vote for the same candidate.
- Results of the election (winners, number of votes cast for each candidate) shall be posted on the relevant GAGB forum within 24 hours of the close of the election.
- If a vote results in a tie for a committee place then there will be another round of voting.
- Those who have more votes will be considered elected. Other candidates who have not tied will not be reconsidered.
- The second round of voting will only be for those who have tied for the last committee place(s), and the method outlined in clause N7 shall be used.
O - GAGB property and intellectual property rights
- Any property, material or otherwise (including intellectual property), which is in the ownership of the Association, and in the custody of or used by any member of the Committee or of the Association shall, on that person ceasing to be a member of the Committee or of the Association, be returned to the Association forthwith, and may not subsequently be used by that person.
- Unless expressly agreed by the Committee and so recorded in the minutes, the intellectual property rights and copyright in any work carried out by a member of Committee, any member of the Association or other person or company on behalf of the Association, shall vest in the Association in perpetuity, subject to the proviso that copyright in photographic images or artwork shall remain with the photographer or artist.
P - Alterations to the Constitution
- The Constitution may be altered by a resolution passed by not less than two-thirds of the members who take part in the vote on that resolution. The notice of the discussion must include notice of the resolution, setting out the terms of the alteration proposed.
- Failed resolutions may not be re-proposed within a 4-month period.
Q - Dissolution
If the Executive Committee decides that it is necessary or advisable to dissolve the Association it shall call an online discussion of all Individual Members of the Association, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those who take part in the vote on that resolution the Executive Committee shall have power to realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the Association as the Executive Committee may determine or failing that shall be applied for some other suitable purpose.