La Société Guernesiaise (Incorporation) Law, 2003

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PROJET DE LOI

ENTITLED

La Société Guernesiaise (Incorporation) Law, 2003

THE STATES, in pursuance of their Resolution of the 29^th May, 2003[a], have approved the following provisions which, subject to the Sanction of Her Most Excellent Majesty in Council, shall have force of law in the Island of Guernsey.

Incorporation of La Société Guernesiaise.

1. (1) The society formed on the 24^th October, 1882 and now called "La Société Guernesiaise" (referred to in this Law as "the former society") shall, on the date of the commencement of this Law, be incorporated by the name of "La Société Guernesiaise" (referred to in this Law as "the Society").

(2) The Society shall be a body corporate with perpetual succession and a common seal capable of suing and being sued in its name and with power to do and perform all such acts and things as shall be necessary or conducive towards the objects of the Society.

(3) The Society shall be constituted -

(a) upon incorporation, by the members of the former society;

(b) thereafter, by its members from time to time.

Objects of Society.

2. The objects of the Society shall be the study of all aspects of natural science and local research within the Bailiwick of Guernsey, including archaeology, history, genealogy, folklore, language, geography and geology, and the conservation of fauna and flora, including marine fauna and flora, and of buildings, objects and features of historic interest.

Other functions of Society.

3. The Society may act to promote and further its objects in such manner as it considers necessary or desirable, and in particular, but without prejudice to the generality of the foregoing, may -

(a) organise meetings, exhibitions, conferences, educational courses, social functions and visits to places of interest, wherever situated, and other events, to which at the Society's discretion persons other than members of the Society may be admitted;

(b) maintain study collections, archives and a reference library;

(c) commission, publish, circulate and sell books, articles of research, journals and educational material in any medium including print and electronic media;

(d) co-operate, confer and exchange information with, and proffer advice to, persons, bodies corporate, public authorities, institutions and others, wherever situated; and

(e) provide such amenities and facilities as may be conducive to any or all of the objects of the Society.

Rules of Society as respects conduct and management of its affairs.

4. The Society may from time to time at a general meeting make all such rules as may be necessary or expedient as respects the conduct and management of its affairs and in particular, but without prejudice to the generality of the foregoing, as respects -

(a) the classification of its members, the qualification for membership within each class, and subscriptions for membership;

(b) the calling of general meetings and the conduct and proceedings of general meetings;

(c) the setting up of a committee ("the Council") to act as the governing body of the Society, the appointment by the Council of such subcommittees for such purposes and with such powers as the Council may deem necessary or expedient, and the establishment of study sections;

(d) the proceedings, powers and duties of the Council, subcommittees and study sections;

(e) the officers of the Society and the Council and the tenure, powers and duties thereof and appointments thereto;

(f) the method of changing the Rules of the Society;

and rules under this section may provide, subject to any specified conditions and limitations, that all powers conferred on the Society (other than those required to be exercised in general meeting) may be exercised by the Council, and for the delegation of any such power by the Council to any subcommittee appointed by it.

Rules of former society to continue in force.

5. The rules of the former society approved at the annual general meeting of the former society held on the 26^th February, 1987 and subsequently amended on the 3^rd March, 1988, the 8^th March, 1990, the 6^th March, 1991, and the 4^th March, 1999 shall, upon the date of incorporation of the Society, have effect as if they were rules made under the provisions of section 4.

First officers and members of Council.

6. The officers and members of the council of the former society shall, upon the date of incorporation of the Society, respectively become the first officers and members of the Council and shall each retire when he would have retired had the former society not been incorporated.

Property of former society to vest in Society.

7. (1) All real property vested in any person on trust for the former society shall, upon the date of incorporation of the Society, vest in the Society, which shall be subject to and shall discharge all obligations and liabilities to which that person as trustee for the former society was subject.

(2) All property, other than real property, vested in the former society, or in any person for the former society otherwise than as trustee, shall upon the date of incorporation of the Society vest in the Society, which shall be subject to and shall discharge all obligations and liabilities to which the former society or (as the case may be) that person for the former society was subject.

(3) All property, other than real property, vested in any person on express trust for the former society shall, upon the date of incorporation of the Society, be held on trust for the Society.

General powers of Society.

8. The Society shall have all powers reasonably necessary to further and to carry out the objects of the Society and in particular, but without prejudice to the generality of the foregoing, may -

(a) acquire and hold any property whatsoever whether by way of an estate of inheritance, or by way of leasehold, or otherwise;

(b) maintain and manage or assist in the maintenance and management of any property whatsoever for reward or otherwise, either directly or through the medium of a limited liability company formed by the Society;

(d) without prejudice to any public or private right, make and from time to time vary conditions governing access to and use by the public generally or any persons or bodies of persons who resort to places and buildings owned by or under the control of the Society, and such conditions may fix charges to be paid by persons so resorting;

(e) embark on appeals for financial and other support (including the accumulation of funds for the acquisition of property) in such manner (including sponsorship) as may from time to time be deemed desirable;

(f) invest any income received in order to provide income and capital for the furtherance of any or all of the objects of the Society;

(g) raise money by borrowing on the security of any of the Society's property provided that such borrowing is not inconsistent with any trust, covenant, contract or title affecting such property;

(h) dispose of any property of the Society (provided that such disposal is not inconsistent with any trust, covenant, contract or title affecting the property) and apply the proceeds to the furtherance of any or all of the objects of the Society; and

(i) make such charges as may be considered necessary for admission to meetings and other events organised by the Society, and different charges may be made in respect of different categories of persons.

No dividend to be paid out of income of Society to its members, etc.

9. No dividend, bonus or other profit shall be paid out of the income or property of the Society to any member thereof, save that any member may -

(a) in the ordinary course of his trade, business or profession supply goods, services or advice to the Society for reward;

(b) serve the Society in any salaried office or paid employment;

Limitation of liability of members of Society as respects liabilities of Society.

10. No member of the Society shall be liable for or to contribute towards the payment of the liabilities of the Society beyond the amount of any subscription, contribution or other debt due from him to the Society.

Annual general meetings.

11. A general meeting of the Society, to be designated as the Annual General Meeting, shall be held once in every calendar year.

Accounts and audits.

12. Proper accounts shall be kept of all sums of money received and expended by the Society and, at least once in every calendar year, the accounts shall be examined and audited by an auditor or auditors elected at the Annual General Meeting of the Society.

Registered office of Society.

13. (1) The Society shall establish and maintain in the Island of Guernsey a registered office at which all instruments for service upon the Society shall be served.

(2) Notice of the situation of the registered office and of any changes thereof shall be given in writing to Her Majesty's Greffier within seven days of the establishment thereof or of any change thereof, as the case may be.

Interpretation.

14. In this Law, unless the context requires otherwise -

"former society" means the society formed on the 24^th October, 1882 and now called "La Société Guernesiaise";

"property" includes real and personal property, rights, liabilities and obligations;

"Society" means the body incorporated by this Law by the name of "La Société Guernesiaise".

Citation.

15. This Law may be cited as La Société Guernesiaise (Incorporation) Law, 2003.

[a]	Article XI of Billet d'État No. X of 2003.