CONSTITUTION OF THE OXFORD TOLKIEN SOCIETY (TARUITHORN)


NAME AND OBJECTS


  1. The Club is called the “Oxford Tolkien Society (Taruithorn)”. The object of the society shall be to promote interest in and celebrate the life and works of the late Professor J.R.R. Tolkien C.B.E in the University of Oxford, insofar as such objects are charitable; and the income and property of the Club shall be applied solely to those objects. At the discretion of the committee, the society may also be known as "Taruithorn: The Oxford Tolkien Society".

COMPLIANCE



    1. The Club shall be administered in accordance with the University’s Regulations for the Activities and Conduct of Student Members.
    2. The activities of the Club will at all times be conducted in accordance with the University procedures, codes of practice and policies in force from time to time, on equality, harassment, freedom of speech and safeguarding (which are available to download via the University Student Handbook on the University’s webpages).
    3. Provided that at least one club member is a member of the Tolkien Society, the Society shall be affiliated to it. If no member is a member of the Tolkien Society then the President will be asked to join in order to maintain links and affiliation with the Society. The club shall purchase any insurance cover which the Tolkien Society makes available unless the Insurance Section of the University Administration and Services (“the Insurance Section”) agrees to or prescribes other arrangements; and make every effort to comply with all safety procedures which the Tolkien Society prescribes, or recommends as good practice. The club’s name may be shortened to "The Smial of Taruithorn" in any contact with the Tolkien Society.
    4. The Club shall observe the Code of Conduct on Safety Matters which is set out in the Schedule to this Constitution, ensure compliance with the Code by the members of the Club, and follow an appropriate procedure for risk assessment. Both the Code of Conduct and the procedure for risk assessment must be acceptable to the University’s Safety Office.
    5. No member of the Club shall participate in any activity overseas organised by the Club, whether during term-time or vacation, unless the plans for such activity have been notified at least one calendar month in advance of the date of departure from the United Kingdom to the University Marshal. Each member participating in such activities overseas shall observe any conditions imposed by the Proctors on the recommendation of the University Marshal.
    6. The Club shall maintain a dedicated website and shall supply details of its web address to the Proctors for listing on the University’s clubs and societies webpage. The Club may apply to the University’s IT Services to use information technology (‘IT’) facilities in the name of the Club. Where the Club uses the University’s IT Services it is the responsibility of the Club:
      1. to designate a member of the Club entitled to a University e-mail account (as defined by IT Services rules) to act as its IT Officer, whose duties shall include liaising with IT Services about the use of facilities allocated and passing on to their successor in office all records relating to the use of the facilities allocated;
      2. to designate one of its members (who may be, but need not necessarily be, the same as its IT Officer) or, exceptionally, a member of Congregation to act as its principal Webmaster, whose duties shall include maintaining an awareness of the University guidelines on web information, and co-ordinating and regulating access to the web facilities used by the Club;
      3. to comply with regulations and guidelines relating to the use of IT facilities published from time to time by IT Services;
      4. to ensure that everyone responsible under (i)-(iii) is competent to deal with the requirements, where necessary undertaking training under the guidance of IT Services.

MEMBERSHIP


  1. The members of the Club shall be those who are eligible and apply for membership of the Club, who are admitted to and maintained in membership by the Committee, and who have paid the relevant Club subscription.
  2. All student members of the University, and all persons whose names are on the University’s Register of Visiting Students, shall be eligible to become members of the Club. A member shall continue to be eligible until they are given permission to supplicate for their degree, diploma or certificate, regardless of whether or not they continue to be liable to pay fees to the University.
  3. The Committee may also, at its discretion, admit to membership:-
    1. students registered to read for diplomas and certificates in the University;
    2. student members of Permanent Private Halls who are not student members of the University;
    3. members of Ruskin College; and Ripon College, Cuddesdon;
    4. members of Oxford Brookes University, provided that such members shall not constitute more than one-fifth of the total membership; and
    5. other persons not falling within paragraph 4 above or paragraphs 5(a) to (d) above, provided that such members shall not constitute more than one-fifth of the total membership.
  4. The Committee, having consulted with the Senior Member in relation to the relevant matter, may remove a person from membership, if removal of such person from membership is deemed to be in the best interests of the Club. The person concerned may appeal against such removal to the Proctors.
  5. Non-members may attend certain meetings at the discretion of the committee. A charge for non-members attending the meetings may be set by the Committee.

MEETINGS OF THE MEMBERS


  1. There shall be an Annual General Meeting for all the members of the Club in Hilary Full Term, convened by the Secretary on not less than fourteen days’ notice.
  2. The Annual General Meeting will:
    1. receive the annual report of the Committee for the previous year and the annual accounts of the Club for the previous year, the report and accounts having been approved by the Committee;
    2. receive a report from the Committee on the Club’s compliance with paragraph 2 above;
    3. elect Members of the Committee in accordance with paragraph 28 below: the Committee’s nominations for the Officers and the Senior Member shall be circulated in advance of the Meeting: any alternative nominations must have the consent of the nominee, and must be received in writing by the Secretary not less than seven days before the date of the Meeting: nominations for the other Committee Members may be taken from the floor of the meeting;
    4. consider any motions of which due notice has been given, and any other relevant business.
  3. An Extraordinary General Meeting may be called in any Full Term; by the President, the Secretary or the Treasurer on not less than seven days’ notice; or on a written requisition by seven or more members, stating the reason for which the meeting is to be called, and delivered to the Secretary not less than fourteen days before the date of the Meeting.
  4. Prior to all General Meetings notice of the agenda shall be sent out with the notice of the Meeting.
  5. The quorum for a General Meeting shall be 10 members present in person or by proxy, of whom three must be members of the Committee. When any financial business is to be transacted there must be present the Treasurer, or a member of the Committee deputed by the Treasurer to represent their views to the Meeting (provided that where it is a case of a deputy, the only financial business transacted shall be that which was set out in the agenda accompanying the notice of the meeting).
  6. Every matter, except where this Constitution provides otherwise, shall be determined by a majority of members present and voting. In the case of equal votes, the President of the Club shall have the casting vote.
  7. Minutes of all general meetings shall be kept and formally adopted. Copies of the Minutes shall be made available to members and, upon request, to the Proctors.

THE COMMITTEE


  1. The affairs of the Club shall be administered by a Committee consisting of not more than 8 persons, which shall determine the subscriptions payable by the members of the Club, and have ultimate responsibility for the activities of the Club. Members of the University shall at all times make up the majority of the members of the Committee. The Committee shall have control of the funds and property of the Club, and of its administration.
  2. No member of the Committee (or the Club) shall enter in to or purport to enter into any arrangement, contract or transaction on behalf of the Club with a value exceeding £1,000 unless the Committee has resolved to approve the relevant arrangement, contract or transaction at a Committee meeting.
  3. The quorum for a Committee meeting shall be 4 members present in person. When any financial business is to be transacted, there must be present either the Treasurer or a member of the Committee deputed by the Treasurer to represent their views to the meeting
  4. The Committee shall be made up of the President, the Secretary, the Treasurer (together, the “Office Holders”; and their offices are referred to as “the Offices”), the Senior Member and at least three other persons. The President, the Secretary and the Treasurer shall each be either a member of the Club whose eligibility stems from paragraph 4 above or paragraphs 5(a) to (d) above, or (with the approval of the Proctors) a member of Congregation. If their eligibility stems from paragraphs 5(a) to (d) above, on election to office they must sign an undertaking to abide by the University Student Handbook, and to accept the authority of the Proctors on Club matters.
  5. The President shall have the right to preside at all meetings of the members of the Club and at all meetings of the Committee. Should the President be absent, or decline to take the chair, the Committee shall elect another member of the Committee to chair the meeting.
  6. Minutes of all Committee meetings, shall be kept and formally adopted. Copies of the minutes shall be made available to members and, upon request, to the Proctors.
  7. The Secretary shall:
    1. maintain a register of the members of the Club, which shall be available for inspection by the Proctors on request;
    2. give notice of meetings of the members and the Committee (this may be delegated to other members of the committee as appropriate);
    3. draw up the agenda and minutes of those meetings;
    4. notify the Proctors promptly following the appointment and resignation or removal of Office Holders and other members of the Committee;
    5. notify the Proctors not later than the end of the second week of every Full Term of the programme of meetings, speakers and events which has been arranged for that term (e.g. by providing them a copy of the term card);
    6. provide the Insurance Section with full details of any insurance cover purchased from or through a national governing body pursuant to paragraph 2(c) above; and
    7. inform the Proctors if the Club ceases to operate, or is to be dissolved, and in doing so present a final statement of accounts (the format of which the Proctors may prescribe).
  8. The Treasurer shall:
    1. keep proper records of the Club’s financial transactions in accordance with current accepted accounting rules and practices;
    2. develop and implement appropriate control procedures to minimise the risk of financial exposure, such procedures to be reviewed regularly with the University’s Internal Audit Section (“Internal Audit”);
    3. ensure that bills are paid and cash is banked in accordance with the procedures developed under (b);
    4. prepare an annual budget for the Club, and regularly inform the Committee of progress against that budget;
    5. ensure that all statutory returns are made including VAT, income tax and corporation tax if appropriate;
    6. seek advice as necessary on tax matters from the University’s Finance Division;
    7. maintain a manual of written procedures for all aspects of the Treasurer’s responsibilities; they should be prepared to develop this as necessary.
    8. make all records, procedures and accounts available on request to the Senior Member, the Proctors and Internal Audit;
    9. forward to the Proctors by the end of the second week of each Full Term a copy of the accounts for the preceding term (the format of which the Proctors may prescribe) signed by the Senior Member, for retention on the Proctors’ files; and
    10. if the Club has a turnover in excess of £25,000 in the preceding year, or if owing to a change in the nature or scale of its activities, it may confidently be expected to have such a turnover in the current year, submit its accounts (the format of which the Proctors may prescribe) for independent professional inspection and report by a reporting accountant approved in advance by the Proctors. Accounts are to be ready for inspection within four months of the end of the Club’s financial year and the costs of the inspection and report shall be borne by the Club. If requested by the reporting accountant, the Club shall submit accounts and related material as a basis for a review of accounting procedures, the cost likewise to be borne by the Club.
  9. The IT Officer shall:
    1. be a member of the society
    2. be elected by the society at the AGM
    3. not more than two weeks into the beginning of each Full Term prepare and upload to the society's website [http://users.ox.ac.uk/~tolksoc/] an itinerary detailing the activities planned for that Term.
    4. be responsible for the maintenance and updating of the Taruithorn website.
    5. be responsible for maintaining the taruith, taruith-announce, and taruith-committee email lists, making adjustments with the wishes of members of the Society, except that members shall only be added to the taruith-committee list with the prior approval of the Committee.
  10. The Lembas representatives shall:-
    1. be members of the Society.
    2. be elected by the Society at the AGM.
    3. be responsible for bringing refreshments and nourishing foodstuffs to Society meetings.
    4. be mandated by the President to buy foodstuffs for the Society within a pre-arranged budget to be agreed in committee meetings, or other conversations, or email exchanges, containing the input, or acquiescence of, at least three members of the committee, including the President and Lembas rep.
  11. The Publicity Officer shall:
    1. be a member of the society
    2. be elected by the society at the AGM
    3. use the email lists to inform the Society membership of upcoming Society meetings
    4. at their discretion, use the email lists to inform the Society membership of upcoming non-Society events in Oxford that relate to the works of J.R.R. Tolkien
    5. at the committee’s discretion, advertise Society events to the general public, providing these events are open to non-members.
    6. maintain the Society’s presence in social media
    7. be responsible for responding to correspondence addressed to the society email accounts, and for keeping the committee informed as to this communication
  12. The committee members without portfolio shall:-
    1. be members of the society.
    2. be elected by the society at the AGM.
    3. assist the officers with the general running of the society.
    4. perform duties of an officer in their absence, as approved by the committee.
    5. The Society Magazine Editor shall, as noted in paragraph 34(j) below, be a committee member without portfolio if not already on the Committee for another post.
  13. The Senior Member shall:-
    1. keep abreast of the actions and activities of the Club;
    2. provide information relating to the Club to the Proctors on request;
    3. seek to settle any preliminary disputes between the Committee and members;
    4. following paragraph 22(i) above, consider the accounts of the Club and approve them if they consider them to be in order;
    5. ensure that adequate advice and assistance is available to the Secretary and the Treasurer in the performance of their responsibilities under paragraphs 21 and 22 above; and
    6. be available to represent and speak for the Club in the public forum, and before the University authorities.
  14. The members of the Committee shall be elected by the members of the Club annually, and shall be eligible for re-election. The members of the Club shall not appoint several individuals jointly to hold any of the Offices, with the exception of the Lembas Representatives and committee members without portfolio. Nor shall they allow any individual to hold more than one Office at a time. When electing other members of the Committee each year, the members of the Club shall also appoint a member of Congregation as the Senior Member, and they will then be a member of the Committee ex officio.
  15. If during the period between the annual elections to offices any vacancies occur amongst the members of Committee, the Committee shall have the power of filling the vacancy or vacancies up to the next Annual General Meeting by co-option.
  16. Each Office Holder must, on relinquishing their appointment, promptly hand to their successor in Office (or to another member of the Club nominated by the Committee) all official documents and records belonging to the Club, together with (on request from the Committee) any other property of the Club which may be in their possession; and must complete any requirements to transfer authority relating to control of the Club’s bank accounts, building society accounts, or other financial affairs.
  17. Without derogating from its primary responsibility, the Committee may delegate its functions to finance and general purposes and other subcommittees which are made up exclusively of members of the Committee.
  18. The Committee shall have power to make regulations and by-laws in order to implement the paragraphs of this Constitution, and to settle any disputed points not otherwise provided for in this Constitution.
  19. No member of the Committee shall be removed from office except by the approving votes of two-thirds of those present in person or by proxy at a General Meeting.

THE SOCIETY MAGAZINE


  1. The society currently hosts a blog entitled ‘Miruvor’ at [taruithornmiruvor.wordpress.com], which functions as the society magazine. This is currently updated on an irregular basis, and exists to;
    1. Cover all aspects of those subjects relevant to the Society's aims and interests, at all levels of scholarship.
    2. Cover the activities of the Society.
    3. Act as a forum for the views of the members of the Society.
    4. Contain items relevant to the term's events, providing background material as appropriate.
    5. The magazine shall be made available free to all members.
    6. It shall be written predominantly in English.
    7. It shall not publish any article that might in any way be contrary to English law.
    8. Copyright shall, in all cases, rest with the contributors.
    9. Views published in the magazine are not necessarily those of the Editor or the Committee.
    10. It shall have an editor, who shall be a member of the Society and a member of the Committee. If the member chosen as editor is not already a member of the Committee before being chosen as editor, they shall then become a member of the Committee by virtue of holding the position of editor of the magazine.

    Changes in the format or frequency of the magazine may be made following discussion and voting at a quorate AGM or EGM, with the consent of the editor. In all cases, the magazine must continue to abide by guidelines (a)-(j) above.

TITLES AND NAMING CONVENTIONS


  1. As the society exists to celebrate and promote interest in the works of J. R. R. Tolkien, several traditional naming conventions exist within it. To this end:-
    1. All committee members shall be encouraged to use titles more in keeping with the works of Tolkien on all suitable occasions.
    2. The committee may be known as ‘The White Council’ on all such occasions.
    3. New titles may be chosen, and old ones changed, at an AGM or EGM.
    4. A change of title will require a majority vote at a quorate AGM or EGM meeting. The holder of the title in question has a right of veto on any change they are unhappy with.

INDEMNITY

  1. So far as may be permitted by law, every member of the Committee and every officer of the Club shall be entitled to be indemnified by the Club against all costs, charges, losses, expenses and liabilities incurred by them in the execution or discharge of their duties or the exercise of their powers, or otherwise properly in relation to or in connection with their duties. This indemnity extends to any liability incurred by them in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by them as a member of the Committee or officer of the Club and in which judgement is given in their favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on their part), or in which they are acquitted, or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to them by the Court.
  2. So far as may be permitted by law, the Club may purchase and maintain for any member of the Committee or officer of the Club insurance cover against any liability which by virtue of any rule of law may attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Club and against all costs, charges, losses and expenses and liabilities incurred by them and for which they are entitled to be indemnified by the Club by virtue of paragraph 36.

DISSOLUTION

  1. The Club may be dissolved at any time by the approving votes of two-thirds of those present in person or by proxy at a General Meeting. The Club may also be dissolved (without the need for any resolution of the members) by means of not less than thirty days’ notice from the Proctors to the Secretary of the Club if at any time the Club ceases to be registered with the Proctors.
  2. In the event of the Club being dissolved, its assets shall not be distributed amongst the members, but shall be paid to or at the direction of the University.

CODES AND BY-LAWS

  1. There shall exist a document called the Society Codes and By-Laws – it shall be found on the Society website and the society shall abide by it, but it shall be in all cases subordinate to this Constitution.

INTERPRETATION

  1. Any question about the interpretation of this Constitution shall be settled by the Proctors
  2. This Constitution shall be binding on all members of the Club. No regulation, by-law or policy of the Club shall be inconsistent with, or shall affect or repeal anything contained in, this Constitution.