Constitution of the Friends of Lincoln's Inn Fields

1. Name

The Association shall be called the Friends of Lincoln's Inn Fields (in this Constitution called "the Association")

2. Objects

The objects of the Association are to protect and enhance Lincoln's Inn Fields as a garden and public open space in accordance with the provisions of the London County Council (Improvements) Act 1894 and the London Squares Preservation Act 1931

3. Membership

Upon signature hereinafter at the Foundation Meeting until Michaelmas 2006, and thereafter insofar as each shall have paid the annual subscription by the due date, the Founding Members
From Lammas 2006 any corporate body or individual who is interested in and supports the objects of the Association shall be eligible for membership and may apply to the Secretary for membership and shall become a member upon acceptance of the payment of the annual subscription and remain so for so long as he has paid the annual subscription by the due date.

Provided however that no one shall be eligible for membership who is engaged in any business or commercial activity within Lincoln's Inn Fields.

4. Officers and Committee

(a) The Association shall have the following officers who shall be current members: a Chairman, a Secretary and a Treasurer who shall be until Martinmas 2006 respectively Robert McCracken, Walter Hand and Roderick Smith and thereafter elected by the Committee for periods of one year.

(b) The Committee shall consist of the officers, one representative each, if it choose to appoint one, from the Covent Garden Community Association, the London School of Economics, the Royal College of Surgeons, the Honourable Society of Lincoln's Inn and Sir John Soane's Museum and no more than 4 members elected by a simple majority of the members at the Foundation Meeting and thereafter at the Annual meeting and shall hold office until the next Annual Meeting . Committee members are eligible for reelection or reappointment.

(c) If any committee member shall for any reason cease to act as such then the Committee shall have power to appoint a temporary replacement pending the next Annual meeting.

(d) The Committee may also co-opt not more than two additional members who must retire at the next Annual meeting but are then eligible for further co-option or election.

(e) The Committee shall have power to manage the affairs of the Association in accordance with the rules of the Association and the direction of the members in general meeting and shall have discretion to manage those affairs otherwise as it thinks fit.

(f) A quorum for a committee meeting is three committee members.

(g) A meeting of members and any meeting of the Committee shall be chaired by the Chairman or in his or her absence the Secretary

5. Annual Meeting

(a) The first Annual meeting hereafter shall take place before Martinmas 2007 and thereafter once in every year ending at Martinmas to elect members of the Committee and to consider other matters relevant to the affairs of the Association.

(b) Each member is entitled to one vote and resolutions shall be passed on a show of hands unless not less than ten members require a ballot.

(c) The Secretary shall give notice to the members of the date and place of the meeting, chosen by the Committee, in writing not less than 21 days prior to the meeting setting out the provisional Agenda, enclosing the Treasurer's Report and calling for nominations for election of officers and committee members.

(d) Any nomination must be in writing addressed to and received by the Secretary not less than three days before the date appointed for the meeting and supported by the signature of not less than two members.

(e) Any member may propose a resolution for decision at the Annual Meeting in writing addressed to and received by the Secretary not less than 14 days before the date appointed for the meeting.

(f) Resolutions where a ballot is required may be passed at a general meeting by a simple majority of those members present and voting who have been members for more than 28 days.

(g) A quorum for a general meeting shall consist of ten members.

6. Extraordinary Meetings

(a) Any member may call an extraordinary meeting of the members by notice in writing addressed to and received by the Secretary and supported by the signatures of not less than ten members. The Secretary shall give notice in writing to the Members of the meeting within 42 days of the notice calling for it and not less than 21 days prior to the meeting the date and place of which shall be determined by the Committee.

(b) The quorum for an extraordinary meeting will consist of ten members.

(c) Voting at an extraordinary meeting will be in accordance with the rules of voting at an Annual meeting.

7. Administration and Finance

(a) Each corporate member shall pay an annual subscription, of £50 per calendar year and each individual member shall pay an annual subscription of £5 per calendar year or such greater amount for each as shall be determined by the Committee by such date as the Committee shall determine.

(b) The Treasurer shall have responsibility for the financial affairs of the Association and shall account to the members annually at the Annual meeting by a written report setting out the income and expenditure of the Association over the previous twelve months.

(c) The expenses of the Association shall be met out of the subscriptions paid by the Members and any other funds raised by the Committee for the purpose of the Association and an officer or committee member who with the consent of the Committee has undertaken a liability on behalf of the Association shall be entitled to the indemnified in respect of that liability out of the funds of the Association.

(d) The Committee shall have full discretion in relation to the administration of the affairs of the Association subject only to the decision of the members in general meeting.

(e) The Committee shall meet on not less than 48 hours notice as and when convened by the Chairman who must convene a meeting within 7 days if two members of the committee so require.

8. Amendments to the Constitution

This constitution may only be amended by decision of a two thirds majority of the members voting in general meeting upon a resolution proposed by the Committee with the support of a majority of the Committee members appointed by the bodies listed in Article 4 (b) above.

9. Dissolution

(a) The Association may be dissolved at an extraordinary meeting called for that purpose.

(b) At such a meeting the quorum shall be fifteen and not ten.

(c) The resolution may be passed by a two thirds majority of those present and voting.

(d) Any excess funds of the Association after dissolution shall be paid to the Open Spaces Society and the receipt of its treasurer or other responsible officer shall be a sufficient discharge for such payment.

10. Notices

(a) All notices shall be in writing and sent by e-mail, FAX or ordinary second class post to the address given to the Secretary for the purpose by the member upon first making application for membership unless the member has given written notification of a change of address to the Secretary.

(b) A notice to the Secretary shall be sent by e-mail, FAX or ordinary second class post to the address notified to the members at the annual meeting on election of the relevant member as secretary.

11. Disputes

The Chairman's decision on all matters relating to the interpretation, or application, of this Constitution shall be final.

Founding Members: Lammas Eve 2006