Constitution

The Constitution of the Dickens Fellowship (Part A)

Sections of Part A (pp.1- 2 ) of this document marked * are interpreted
and amplified in Part B (pp. 3-6 ).

I – Title

The Society is known as The Dickens Fellowship. It has its central
organisation in London and branches throughout the world. The Fellowship
is open to all.

II – Aims and Powers*

The funds of the Fellowship are to be devoted to such charitable
purposes as are held to be in keeping with those of Charles Dickens.

In pursuance of these purposes, the Fellowship aims:

1. to knit together in a common bond of friendship, lovers of that
   great master of humour and pathos, Charles Dickens;
2. to promote the knowledge and appreciation of his works;
3. to spread the love of humanity, which is the keynote of all
   his works; and to exercise such charitable support as would have
   appealed strongly to the heart of Charles Dickens;
4. to take such measures as may be expedient to alleviate those
   existing social evils, the amelioration of which would have enlisted
   his support;
5. to assist in the preservation and purchase of buildings and
   objects associated with his name or mentioned in his works.

III – (a) Membership and (b) Subscriptions*

Individuals become members of the Fellowship by subscribing to the
central organisation and/or one or more branches. Members are entitled
to be nominated to Council, to vote in General Meetings, to a reduced
subscription to The Dickensian and to free entry to the Charles Dickens
Museum at 48 Doughty Street, London. A person shall continue to be a
member of the Fellowship for so long as he/she shall comply with any
conditions for membership laid down by Council and shall pay any set
subscriptions or fees.

IV – Fellowship Branches

Subject to the consent of Council, branches of the Fellowship may
be formed on the basis of this Constitution and in the spirit of the
Fellowship. Such branches, so long as they retain the approval of Council,
are an integral part of the Fellowship. They are self-supporting, elect
their own officers and dispose of their own funds. A Charter is issued
to each branch approved by Council on the recommendation of the Honorary
General Secretary.

V – Trusts

Council will, on request, nominate members of the Fellowship to act
as Trustees of any Trust in which the Fellowship or any of its branches
has an interest, providing Council approve of the terms of any such
Trust. Trustees appointed on a nomination of Council under this rule
shall furnish Council yearly with a report of their Trusteeship together
with their Trust accounts.

VI – Affiliated Societies*

Societies with some Dickens interests in common with the Fellowship
(eg Pickwick Clubs and Dickens Societies based in educational establishments
and therefore not “open to all”) may affiliate to the Fellowship on
the recommendation of the officers and with the approval of Council.

VII – Council*

The general management of the Fellowship is vested in Council, which
consists of up to six individual members of the Fellowship, the President,
the Honorary Secretary or other representative of each branch, and the
Executive Officers, ex officio. Each member shall be a member of the
Fellowship.

VIII – Officers*

The Honorary Officers are The President, not more than 25 Vice-Presidents,
and the following Executive Officers – the Honorary General Secretary,
the Honorary Treasurer, and the Honorary Editor of The Dickensian. These
officers are elected by the membership at the Annual General Meeting,
on the recommendation of Council.

IX- Management Committee*

Council shall appoint a Management Committee to be responsible for
managing the affairs of the Fellowship on its behalf, making appropriate
arrangements between Council meetings for matters delegated to it and
reporting to Council on its proceedings and decisions. The Committee
shall consist of the Executive Officers, and up to three other members
of the Fellowship. It shall be chaired by the Chairman of Council.

X – Annual General Meeting*

An Annual General Meeting of the Fellowship shall be held once in
every calendar year at such time and place as may be determined by Council.
Not more than fifteen months shall elapse between the date of one Annual
General Meeting and the next. These meetings are normally held during
the Annual Conference.

XI – Extraordinary General Meeting

A general meeting of the Fellowship, other than an Annual General
Meeting, may be convened at any time by Council to discuss business
which appears be special in nature or timing. Procedures for calling
and holding such a meeting shall follow those for an Annual General
Meeting.

XII - The Dickensian

The Dickensian is the official organ of the Fellowship. The journal
is devoted to the study of the life and works of Charles Dickens, and
is also a record of the activities of the Fellowship.

XIII– Alteration of Rules

These Rules may be altered only by resolution at an Annual General
Meeting.

XIV– Dissolution

A resolution to dissolve the Fellowship shall be proposed only at
an Annual General Meeting and shall be carried only by a majority of
at least three-quarters of the votes for such resolution. If any such
proposal is to be put to an annual General meeting, all branches and
Council members shall be notified in writing not less than 90 days in
advance of the said meeting. The dissolution shall take effect from
the date of the resolution and Council shall be responsible for the
winding-up of the assets and liabilities of the Fellowship. Any assets
remaining after the discharge of debts and liabilities of the Fellowship
shall be transferred to such one or more charitable bodies having objects
similar or reasonably similar to those of the Fellowship, as may be
chosen by the Council. If, and insofar as, effect cannot be given to
this provision, such assets shall be transferred to some other charitable
purpose with the approval of the Charity Commissioners for England and
Wales.

The Constitution of the Dickens Fellowship (Part B)

The following sections expand on the corresponding parts of the Constitution
document (PART A), and provide fuller detail about interpretation and
methods of operation.

II - Powers

In the furtherance of the said purposes but not further or otherwise,
the Fellowship shall have the following powers:

1. to prepare, edit, print, publish, acquire and circulate books,
   papers, periodicals, or other literary works or films, photographs,
   videos, DVDs or other visual aids or recordings or any information
   stored in a retrieval system or by any electronic or mechanical
   means and to compile, collect, publish, lend, license, hire or sell
   and to secure or contribute to the translation, compilation, collection
   and publication by other bodies or persons of any such literature
   or information so collected; to disseminate information by means
   of reading papers, delivering lectures, organising conferences,
   seminars or other forms of meeting, giving advice, promoting, organising,
   taking part in or assisting in promoting or organising exhibitions,
   entertainments, publications or films which may advance any of the
   purposes of the Fellowship;
2. to engage in research in relation to the above purposes, and
   to publish the useful results of any such research;
3. to maintain or support any library or information system relating
   to the purposes or activities of the Fellowship;
4. to administer the affairs and property of the Fellowship in
   accordance with the law and in particular
   1. 4.1 to purchase, take on lease or in exchange, hire or otherwise
      acquire any real or personal property and any rights, privileges
      and obligations which the Fellowship may think necessary for
      the promotion of its purposes, and to construct, maintain and
      alter any buildings or erections necessary for the work of the
      Fellowship;
   2. 4.2 to sell, let, mortgage, dispose of or turn to account
      all or any of the property or assets of the Fellowship as may
      be thought necessary for the promotion of its purposes;
   3. 4.3 to borrow or raise money for the purposes of the Fellowship
      on such terms and on such security as may be thought fit;
   4. 4.4 to raise funds and invite and receive contributions
      from any person or persons whatever by way of subscription and
      otherwise PROVIDED THAT the Fellowship shall not undertake permanent
      trading activities in raising funds for the said purpose;
   5. 4.5 to open and maintain a bank account or bank accounts
      in the name of the Fellowship;
   6. 4.6 to invest the monies of the Fellowship not immediately
      required for its purposes in or upon such investments, securities
      or property as may be thought fit, subject nevertheless to such
      conditions (if any) and such consents (if any) as may for the
      time being be imposed or required by law;
5. to employ staff and/or agents, and to make provision for the
   proper remuneration of such persons, provided that no Council member
   nor officer of the Fellowship shall be so employed;
6. to establish and support or aid in the establishment and support
   of any charitable associations or institutions and to subscribe
   or guarantee money for charitable purposes in any way connected
   with the purposes of the Fellowship or calculated to further its
   purposes, including undertaking and executing any charitable trusts
   which may lawfully be undertaken;
7. to establish and operate and maintain or to cooperate with others
   in establishing, operating and maintaining at such places as may
   be deemed appropriate by the Fellowship any dining and refreshment
   rooms, stalls or facilities for the supply thereat of food, drink,
   refreshments in furtherance of the purposes, provided that such
   food, drink or refreshments shall be available only to persons participating
   in the activities of the Fellowship;
8. to do all such other lawful things as shall further any or all
   of the above purposes.

III (a)– Membership

Each branch is required to remit to the Honorary Treasurer, via the
Honorary General Secretary, on or before 1st January annually, branch
dues as determined by Council.

Branches are required to furnish the Honorary General Secretary with
the full name and address of their Honorary Secretary and Honorary Treasurer
and to inform him/her as changes occur. These offices should, wherever
possible, be held separately. Each branch is also required to submit
annually the total number of its members. Should no communication be
received from branch officers for a period of two years, the branch
shall be considered as having ceased to exist and its name will be erased
from the list of branches.

III (b) - Subscriptions

The Council may, by a resolution in that behalf passed at any meeting
of Council and confirmed at a General Meeting of the Fellowship held
not less than one month nor more than six months afterwards, by a majority
of the members voting in person or by proxy thereat, recommend an annual
subscription for membership of the Fellowship. The Council may, at its
absolute discretion, in any special case reduce or remit the annual
subscription of any member or category of member.

The Council shall recommend annually the level of branch dues to
be remitted by each Branch on or by 1st January each year. Each branch
shall fix the subscription for its own members.

Membership of the Fellowship entails no financial obligation other
than the payment of prescribed subscription(s).

VI - Affiliated Societies

Such societies’ annual affiliation fee is set at half the rate for
branch dues; an unnumbered Charter is supplied, clearly showing affiliation,
not branch status; the names and a contact address for each society
will be listed in The Dickensian under a separate heading of Affiliated
Societies. Members of these societies will have neither voting rights
nor Fellowship benefits.

VII - Council

Every two years, at its first meeting following the Annual General
Meeting, Council shall appoint from its members a Chairman to serve
for two years and to be eligible for re-appointment.

Each member shall have one vote on resolutions for decision, and
the Chairman has a casting vote.

Council meets in London twice a year, or more often if necessary,
normally on a Saturday in April and October. Six members of Council
shall form a quorum.

No member of Council shall be appointed to any salaried post in the
Fellowship or take or hold any interest in the Fellowship save in the
capacity of Trustee or receive any remuneration or be interested in
the supply of goods or services at the cost of the Fellowship provided
always that a member of Council shall be entitled to be reimbursed for
all reasonable out-of-pocket expenses as agreed with their branch or
approved by Council.

Council shall have the following powers:

1. to make Council regulations and standing orders;
2. to admit persons to membership of the Fellowship,to refuse admission
   or to expel a member;
3. to consent to the formation of branches of the Fellowship, to
   lay down conditions for continuing such status, and to cease such
   status;
4. to consent to the affiliation of Dickensian societies on agreed
   conditions;
5. to recommend to members in General Meeting the level of annual
   affiliation fee from branches and affiliated societies;
6. to recommend to the members in General Meeting the level of
   any annual membership subscription;
7. to reduce or remit the level of subscription of any member or
   category of member;
8. to govern, manage and regulate the finances, accounts, investment
   ,property, business and all affairs whatsoever of the Fellowship
   and for that purpose to engage professional or other assistance,
   to appoint auditors and bankers and any other officers or agents
   whom it may deem expedient to appoint and to pay such reasonable
   fees or remuneration as it may determine;
9. to invest any monies belonging to the Fellowship (in accordance
   with the law) in securities, land, property or other assets;
10. to buy, sell, let, exchange, lease and accept leases of real
    and personal property on behalf of the Fellowship;
11. to provide and maintain any buildings and premises of the Fellowship
    and to acquire and maintain furniture, apparatus and other means
    necessary for carrying on the work of the Fellowship;
12. to borrow money on behalf of the Fellowship, to mortgage or
    charge part of the property of the Fellowship with security as determined
    by Council;
13. to engage, determine the conditions of service of and discharge
    employees of the Fellowship and provide for the welfare of and make
    provision for schemes of insurance, superannuation, pensions, and
    retirement benefits for all such employees and former employees
    and their dependants;
14. to exercise any other power assigned to it by members of the
    Fellowship in General Meeting.

VIII – Officers

The President is elected for a term of two years, Vice-Presidents
for life, and the Executive Officers for a term of one year. The Executive
Officers are eligible for re-election. The Executive Officers shall
carry out the duties delegated to them by Council, and shall report
regularly to Council on the exercise of these duties.

IX - Management Committee

The Management Committee has the power to co-opt up to three members,
provided they are members of the Fellowship, to serve for the ensuing
year. Such members shall be eligible for co-option for up to three successive
years. The Management Committee shall meet as and when it is called
by its chairman; a quorum shall be three.

X - Annual General Meeting

The Chairman of Council shall chair the meeting or, in his absence,
the President. If neither be present, members must elect a Chairman
for the meeting from those in attendance. Twenty members present shall
constitute a quorum. Proceedings at the meeting shall be in accordance
with these Rules, as interpreted by the chairman.

The Annual General Meeting shall be for the purpose of transacting
the following business:

1. to receive and to consider the report of Council on the activities
   of the Fellowship;
2. to receive and to consider the annual accounts and balance sheet
   of the Fellowship;
3. to elect the Honorary Officers;
4. to confirm the recommendations of Council in respect of membership
   subscriptions and affiliation fees;
5. to transact such other business as Council may decide is appropriate
   for a General Meeting.

If any member has any proposals or any other matter which he/she
wishes to make or bring before an Annual General Meeting he/she shall
give written notice thereof to the Honorary General Secretary 7 days
before the preceding Council meeting to enable Council to decide on
the appropriate form of business or resolution to be put before the
Annual General Meeting.

Every member is entitled to vote at an Annual General Meeting, or
to inform the Honorary General Secretary in writing 7 days before the
meeting of the way they wish to vote, on any specific resolution before
it.

Every resolution put to an Annual General Meeting shall be decided
on a show of hands together with any votes lodged with the Honorary
General Secretary 7 days beforehand. The chairman of the meeting shall
be the sole and absolute judge of the validity of every vote. Each Member
shall have one vote and the chairman of the meeting shall have an additional,
casting, vote.

Notice of Annual General Meetings shall be sent by the Honorary General
Secretary to the Honorary Secretary of each branch, and to individual
members who are not associated with any branch by notice in the London
Particular, at least thirty days before the meeting, stating the agenda
and giving members the opportunity to register a proxy vote. It is the
responsibility of Branch Honorary Secretaries to inform Branch members
and to notify the Honorary General Secretary of any matters arising
therefrom, including the identity of proxy votes.

XII The Dickensian

The Dickensian’s size, publication schedule and subscription costs
will be subject to periodic review by the Management Committee. The
Hon. Editor will furnish regular reports on the journal to Council and
Annual General Meeting.

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The Constitution was adopted at the Dickens Fellowship’s Annual
General Meeting held on 30th July 2005 during the 99th Annual International
Conference held in Canterbury, UK.