Constitution

1. Name The name of the Society is The Oxford Publishing Society (OPuS)

2. Eligibility for Membership Membership is open to all in Oxford and its surrounding areas employed in or with an interest in the publishing industry, its products and its outputs. By example only this includes: those involved in both print and digital book, journal and magazine publishing, design and distribution; those involved in providing services to the publishing industry such as legal, transport or IT services; those engaged in bookselling or librarianship; and those engaged in study of the publishing industry or associated design, production and law in or associated with institutes of further or higher education; and those retired from work in any of the above.

3. Purposes and aims The Society is established to secure the following:

a. To encourage meeting and networking between Members in the geographical area covered by the Society
b. To represent and promote the profession of publishing in the geographical area covered by the Society
c. To provide the opportunity to learn from invited speakers and to discuss industry issues with them and other Members of the Society
d. To do such other things which the Membership and the Committee considers it appropriate for the Society to do and as agreed at an AGM of the Society.

In furtherance of these aims and objects, the Society shall have powers to publish materials in print or digital formats relating to the affairs, interests and objectives of the Society

4. Activities OPuS will carry out its purposes/aims through a range of activities and initiatives including:

a. Organising events for its Members with speakers on topics and aspects of publishing.
b. Organising an annual “Author and Publisher” event or some similar public interest event
c. Organising social and networking events for its Members
d. The promotion of interest in and understanding of all aspects of the publishing industry
e. Such other activities as its Members may require

5. Forms of membership There shall be three forms of membership

a. Corporate membership by which companies, organisations or societies may join the Society and through joining make all employees or members eligible for the benefits of membership. All employees or members of Corporate Members of OPuS are deemed to be individually Members of OPuS.
b. Individual membership by which individuals may join the Society and enjoy all the benefits of membership. The Committee may set a maximum number of individual members admitted from any company, organisation or society before the company, organisation or society may be required to join as corporate member..
c. Academic Institutional membership by which academic institutions may join the Society and through joining make all enrolled students and staff eligible for the benefits of membership. Academic Institutional Membership shall be by School or Department of the Institution and all staff and students in the School or Department shall be eligible for the benefits of membership. All staff and students as above are deemed to be individually Members of OPuS.

Membership of the Society shall be open to any company, organisation, society, person or academic institution interested in carrying out the purposes and aims of the Society. Voting arrangements for different categories of member at different occasions in the Society are set out below.
For the avoidance of doubt, all employees or members of companies, organisations or societies, or students properly enrolled in a school or department of an academic institution in membership shall be eligible for all the benefits and responsibilities of membership and are hereinafter called Members of the Society. In order to be eligible to attend events or vote at Society meetings, individuals must register on the Society website as Members. It shall be the responsibility of the Secretary to undertake annual verification of membership on the website.

6. Voting arrangements for Members of the Society

a. At all meetings of the Society votes in elections or on proposals or motions properly proposed, shall be by a show of hands of those Members present and shall be passed by a majority of those Members present so long as there is not a majority of those present who abstain in a vote in which case the motion proposed shall fall. In the event of a tied vote then the Chair shall have a casting vote.
b. Extraordinary General Meetings of the Society can be summoned at the request of 20 Members of the Society properly delivered to the Secretary, giving at least 21 days notice of the date. The Secretary shall provide details of the EGM on the Society website including the names of those members calling it, the announced reason, and the proposed date, time and venue and an agenda for the meeting and shall give at least 21 days notice of the meeting.
c. In the event of an Extraordinary General Meeting, any motion(s) passed by a majority of those Members present shall be put to all Members of the Society who are registered at the time as Members on the Society’s website within 14 days of the EGM and all such registered members shall vote to accept or reject the motion(s) through the website.
d. Any proposal to amend this constitution of the Society must be put to either an Annual General Meeting of the Society or to a properly called Extraordinary General Meeting for a majority vote of those Members present as set out in 6.a and 6.b above following which any agreed proposals shall be put to all Members of the Society who are registered at the time as Members on the Society’s website within 14 days of the AGM or EGM and all such registered members shall vote to accept or reject the proposed change(s) through the website. Proposals to amend this constitution must be submitted in detail to the Secretary at least 21 days before the AGM or EGM where proposals are to be discussed.
e. For the avoidance of doubt, voting is carried out by individuals who are registered on the Society’s website and not as block votes by Corporate or Academic Institutional Members.
f. Any proposals to change the purpose and aims of the Society must be agreed by a majority of each of the Corporate and Academic Institutional Members and of the Individual Members on the Society as well as being agreed by the full Membership of the Society. In this case the Corporate and Academic Institutions in membership shall have one vote each on such proposals: individual Members shall have one vote each.

7. Officers At the Annual General Meeting of the Society the Members present shall elect the following Officers:

a. A Chair who shall be elected for a term of two years and who shall represent the Society in all public fora.
b. A Vice Chair who is Chair designate for a term of two years then follows as Chair

It shall be the responsibility of the Officers and Committee to make the necessary administrative arrangements for the running of the Society. Tasks to be undertaken shall be those of a Secretary who shall take records and produce minutes of meetings of the Committee and of the Society, and a Treasurer who shall be responsible for managing the finances of the Society and for producing annual accounts for the AGM.

8. Committee The Committee of the Society shall be made up of between 10 and 20 members unless the AGM decides otherwise. At the AGM the Members present shall elect a Committee from which the following roles shall be filled:

a. A Membership Officer: to recruit and manage a membership sub-committee that shall be made up of elected Committee Members and co-opted volunteers from major companies, organisations or societies in membership of the Society who will promote the OPuS programme within their companies
b. A Marketing Officer: to manage a programme of marketing of the Society activities to its Members and to potential Members, and to generally promote the Society, and to recruit and manage a Marketing sub-committee. The Marketing sub-committee membership shall be made up of volunteers from across the Membership of the Society and shall aim to include at least one member from the student body(ies) of academic institutions in membership.
c. A Website and Social Media Officer: to manage all channels of social media used to promote the Society and its programme and events, and to work closely with the Secretary of the Society in managing the Society’s website

The Committee shall have the power to appoint other Officer posts from within the Committee for the period to the next AGM following, at which meeting the additional Officer post(s) shall be submitted to the membership for confirmation and shall then be subject to election as for other Officers of the Society.
All Officers and Committee Members of the Society must be Members of the Society under one of the three forms for membership set out in Clause 5.
All Corporate and Academic Institutional members of the Society shall, with presentation of their annual invoice for membership, be asked to nominate one person from their staff to sit on the Committee who shall be the normal channel of communication between the Society and the Corporate or Academic Institutional Member.
Committee Members must attend Committee Meetings or send their apologies to the Secretary if they are unable to attend. If a Committee Member misses three meetings in succession he or she will be asked to stand down. If such a Committee Member is one nominated by a Corporate or Academic Institutional Member then the Member shall be advised and shall be asked to nominate another member of their staff in replacement.

9. Powers of the Committee

a. To plan and carry out a programme of events for the Society’s Members
b. To set the annual subscription rates for different membership categories of the Society to be approved at the following AGM of the Society
c. To rule on the definition of “Oxford and its surrounding areas” when admitting to membership: by default the area covered shall be that within a radius of 60 miles of Oxford
d. To agree to all membership applications and to confirm that membership applications satisfy the requirements of eligibility set out in Clause 1 above.

10. Co-opted Members The Committee has the power to co-opt further Members to the Committee from within the membership and co-opted Members shall have the same voting rights in Committee as elected Committee Members. There shall be no more than 5 co-opted Members of the Committee at any one time and co-opted Members of the Committee shall if they so wish stand for election at the next AGM following their co-option and be counted in the total number of Committee members.

11. Period of election The Chair and Vice Chair shall each be elected for periods of two years. All other posts shall be elected to serve for one year, until the following AGM.

12. Re-Election The Chair shall be elected to serve for two years and can be elected for one further consecutive period of two years after which the Chair can stand for election to any of the other posts of the Society. The Vice Chair shall normally take over from the Chair at the end of the Chair’s period of office and shall serve as Chair for a two year period. All others posts shall be elected for one year periods but may stand for re-election as many times as they wish, or may be reappointed to posts by the Committee. There is no maximum period for a Committee Member to serve.

13. Resignations If an Officer or Member of the Committee resigns the Committee may appoint someone from the Committee or co-opt a Member of the Society to the Committee to take their role up to the time of the next Annual General Meeting.

14. No benefit No Member of the Committee shall benefit directly from the work of OPuS other than as any ordinary member of the Society might benefit, allowance being made however for reimbursement of out of pocket expenses properly incurred in carrying out OPuS duties and as approved according to clause 16.

15. The Committee will decide how many meetings it will hold a year. Four meetings a year shall be the minimum.

a. The number of Committee Members present to constitute a valid meeting shall be one third of the number of members of the Committee for the time being. In the absence of the Chair or Vice Chair of the Society then the Committee Members present shall elect a Chair for that meeting.
b. Decisions shall be taken by a majority of votes of the Members of the Committee present and voting. If the votes are equal the Chair of the meeting shall have a casting vote.
c. The Secretary or a deputed person shall keep Minutes of Committee meetings, to be approved at the following Committee meeting.
d. The dates, times, and venues of Committee meetings shall be announced to Members of the Society through the Society’s website with at least seven days notice of date, time and venue, and all Members of OPuS are entitled to attend Committee meetings as observers and may speak at the discretion of the Chair

16. The Society’s accounts

a. The funds of the Society may only be used to achieve the purposes and aims of the Society.
b. The funds of the Society shall be paid in to an account managed by the Committee and operated by the Treasurer in the name of the Society. There shall be two signatures on any of the Society’s cheques.
c. The Society shall keep accounts of its financial transactions. At its Annual General Meeting a Statement of Account shall be presented by the Treasurer. The accounts shall be examined and signed off by a competent person outside the Society.
d. No expenditure or contractual obligations on behalf of the Society may be incurred by any person, whether or not a member of or employed by the Society, without the authority of the Treasurer.
e. Members undertaking any activity on behalf of the Society shall not be entitled to reimbursement of their expenses unless specifically agreed otherwise by the Committee. Persons employed by or contracted by the Society shall be reimbursed only in respect of expenses properly incurred in the course of business and duly authorised by the Treasurer. The Treasurer’s expenses shall be authorised by the Chair.

17. The Annual General Meeting 

a. An Annual General Meeting shall usually be held in Oxford. There shall not be more than 18 months between AGMs.
b. At the Annual General Meeting the Chair will present a report outlining the activities of the Society in the previous year and how the funding of the Society has been used to carry out its purposes and aims. The Chair’s report will be available to Members from the Society’s website at least 7 days prior to the date of the AGM.
c. Not less than 21 days before the date set for the Annual General Meeting, the Secretary shall circulate a notice announcing the date, time and place of the meeting and setting out any business and formal resolutions proposed by the Committee.
d. Members wishing to propose matters in a formal resolution as business for the Annual General Meeting must give formal notice to the Secretary to this effect not less than 14 days before the meeting and the Secretary shall place a full notice of such resolutions on the Society website within 7 days of receipt.
e. The Secretary shall ensure that a full agenda for the AGM with all matters proposed as formal resolutions shall be placed on the Society website at least 7 days before the date of the AGM, and shall alert all Members registered on the Society website of the availability of the Agenda and of the date, time and place of the AGM, by email.
f. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed or proceeding had, at any meeting.
g. The Chair will preside at the Annual General Meeting of the Society but if at any meeting the Chair is unable or unwilling to preside the role will fall to the Vice Chair or to another member of the Committee.
h. Minutes shall be taken of all Annual General Meetings and shall be posted in unsigned versions on the Society website within 14 days of the AGM. Once agreed as a true record and signed at the following AGM by the Chair at the time then the accepted version of the minutes shall be posted. Acceptance of the minutes by the subsequent AGM shall be sufficient evidence of the facts reported.

18. Nominations for election to the Committee must be in the hands of the Secretary before the Annual General Meeting begins. Nominations can be made by any Member of the Society and must be accompanied by confirmation from the person nominated that they are content to have their name put forward. Should nominations be greater than the number of places available then election shall be by ballot of all those present using a simple majority vote.

19. Minutes of the Annual General Meeting shall be kept by the Secretary and shall be posted on the Society’s website as drafts then as signed and agreed records as set out in 17.h above.

20. The Annual General Meeting shall be considered quorate when one tenth of the number of the Members of the Society for the time being as defined by Members registered on the Society’s website, or 30 Members of the Society, whichever is greater, are present at any meeting. The Chair or Vice Chair must also be present.

21. If the Committee decides that the Society should be dissolved it should call an Extraordinary General Meeting of all Members, giving 21 days notice. If the proposal to dissolve is confirmed by a two thirds majority of those present and voting then the Committee shall pass any assets held by the Society to a local like-minded body.

Final Version 25 May 2016
For AGM May 2016

Click to download a pdf version of the OPuS constitution 

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