The name of the body to which this constitution relates shall be the “Professional Editors’ Group” (the Group), abbreviated as “PEG”.
2.OBJECTIVES
The objectives of the Group shall be as follows:
2.1To promote high standards of editing and proofreading.
2.2To uphold the professional status of editors and promote professional behaviour among members.
2.3 To promote contact among members, the exchange of ideas and the dissemination of information on matters of professional interest.
2.4 To promote an understanding of the work of editors among potential clients and the general public.
2.5 To establish and maintain liaison with other societies of editors worldwide.
3.LEGAL STATUS
The Group shall be a non-profit-making body corporate apart and distinct from its members, assuming and incurring obligations and suing and being sued in its own name. No member has the right to appropriate the Group's assets for personal use or gain.
4.POWERS
The Group shall have all such powers as may be necessary to achieve its objectives, including, but not limited to, the following:
4.1The power to collect funds to use for the achievement of its objectives.
4.2The power to open bank accounts in the name of the Group and to operate these accounts using conventional instruments of banking.
4.3The power to take action against a member of the Group who exhibits conduct that is detrimental to the objectives and well-being of the Group. Procedures for such action shall be as laid down in the Code of Conduct, which forms part of this constitution and to which all members are bound.
5.MEMBERSHIP
5.1Categories of membership shall be as follows:
(a) Ordinary membership: open to anyone who practises as an editor or in a related field or who has an interest in the profession.
(b)Accredited membership: Open to any member who has demonstrated experience and a level of competence as an editor or proofreader in accordance with such procedures as instituted by the Group.
(c)Student membership: Open to anyone currently registered for an editing or publishing course and not yet practising. Student members may not take an entry in the Directory of Members’ Services and may not apply for jobs advertised by PEG.
5.2Persons wishing to become members of the Group shall complete an application form and pay the requisite fees in accordance with Clauses 6.1 and 6.2.
5.3Members shall agree to be bound by the Group’s Code of Conduct.
6.FEES
6.1Annual fees for members shall be proposed by the National Executive prior to the end of each year and put to the membership, together with a budget for the following year, for approval by e-mail communication. The fees shall be adopted if accepted by the majority of the members who reply by e-mail.
6.2The fees shall be payable by the end of February each year.
6.3The procedure if a member fails to pay the annual fees by the end of February shall be as laid down in the Standing Procedures.
6.4Membership fees shall be charged and collected by the National Executive. Branches shall receive an annual payment equivalent to a third of the fees paid by members of that branch for the financial year in question, based on the number of members on 1 May. The payment shall be made in the first half of May each year.
7.OFFICE-BEARERS AND NATIONAL EXECUTIVE
7.1A National Executive shall conduct the affairs of the Group and shall have all the Group’s rights and powers. However, the National Executive’s decisions may be overruled by a majority decision of members of the Group present at an Annual General Meeting (AGM) or a Special General Meeting.
7.2The Executive shall consist of a chair, a vice-chair, a secretary, a membership secretary/treasurer, the chair of the Marketing Committee, the chair of the Publications Committee, the chair of the Professional Development Committee and the chair of each branch.
7.3National Executive members may hold more than one portfolio.
7.4The National Executive may co-opt additional members as it sees fit and may co-opt replacements for members of the National Executive when necessary. All National Executive members, including co-opted members, shall have a vote at National Executive meetings.
7.5The National Executive may co-opt additional members for the various committees for such functions and periods as it sees fit.
7.6The functions of the various National Executive portfolios and the composition and functions of the committees are provided in the Standing Procedures.
8.NOMINATION AND TENURE OF THE NATIONAL EXECUTIVE
8.1All members of the Group eligible to vote shall be eligible for nomination to the National Executive.
8.2Nominations may be made by any member and must be submitted to the Secretary by e-mail, fax or post, together with acceptance by the nominee, by an appropriate date set by National Executive to accommodate voting by all members prior to the Annual General Meeting.
8.3If only one member is nominated for a particular position, that member shall be deemed duly elected.
8.4The National Executive’s decision on the validity or otherwise of a nomination shall be final and binding.
8.5Elections shall take place electronically each year prior to the AGM and the results announced at the AGM. Members of the National Executive shall hold office for two years, and thereafter be eligible for re-election for a further two years. Four years is the maximum period for which a person may hold the same position. Thereafter such a person may hold a different position for a maximum of two terms of two years. Eight years is the maximum period for which a person may hold a position on the Executive.
8.6At the first election under this constitution, members elected to a position they currently hold shall be deemed elected for a period of one year only; members elected into new positions shall be elected for a period of two years. (This is to encourage some continuity on the National Executive from each year to the next.)
8.7A member of the National Executive shall vacate his/her position –
a)when his/her term of office ends;
b)if his/her membership lapses or is terminated;
c)if he/she is absent without good reason, as determined by the National Executive, from three consecutive meetings of the Committee, and/or fails to report by e-mail (see Clause 9.1.3);
d)if he/she is deemed by the National Executive not to be fulfilling his/her duties and is requested to step down.
9.MEETINGS
9.1National Executive Meetings
9.1.1National Executive meetings shall be held at least twice a year to carry out the business of the Group.
9.1.2The quorum for National Executive meetings shall be five members.
9.1.3PEG shall pay travel costs for up to two National Executive members not resident in the centre where the meetings are held to attend National Executive meetings. Any National Executive member who is unable to be present shall report on his/her activities to the Secretary by e-mail no less than 24 hours before the meeting.
9.2Annual General Meeting (AGM)
9.2.1The AGM shall be held in June each year, on a date decided by the National Executive, and shall be hosted in turn by the regional branches.
9.2.2The matters to be dealt with at the AGM shall include the following:
·A report by the Chair
·Financial statements for the previous year, reviewed in accordance with Clause 11.4
·Announcement of the results of the election of the National Executive
·Announcement of branch committees for the coming year
·Any amendments to this constitution
9.2.3The quorum for an AGM shall be at least 10% of the members of the Group entitled to vote. In the event that a quorum is not reached, the AGM shall be rescheduled for three weeks later, at which meeting the number present shall be deemed to be a quorum.
9.2.4There shall be at least 30 days’ written, faxed or e-mailed notice to members, giving the place, time, date and agenda of an AGM, and likewise 14 days’ notice of a postponed AGM.
9.2.5In the event of a postponed AGM, members who attended the original AGM and are unable to attend on the rescheduled date shall be eligible to vote by e-mail or fax to the Secretary (see also Clause 10).
9.3Special General Meetings
A Special General Meeting may be called by the National Executive, or at the written request of six paid-up members, for the resolution of a special matter. The matter to be resolved at the meeting shall be clearly set out in the notice convening the meeting. Clauses 9.2.3, 9.2.4 and 9.2.5 shall apply also to Special General Meetings.
9.4Professional Meetings Branch committees shall arrange meetings or workshops on topics of professional interest. Guidelines for these meetings are given in the Standing Procedures.
10.VOTING
10.1All paid-up members present at an AGM or a Special General Meeting shall be eligible to vote on any motion. All Executive members present at a National Executive meeting shall be eligible to vote on any motion.
10.2Voting at National Executive meetings, AGMs and Special General Meetings shall be by a show of hands unless a majority of members present request a secret ballot.
10.3Voting by e-mail, fax or post shall be accepted from any member unable to attend a meeting in relation to motions that require no discussion. Voting by proxy shall be accepted from any member if the member has informed the Secretary in advance of his/her proxy. These provisions shall apply to the AGM, Special General Meetings and National Executive meetings.
10.4Except as provided for in Clauses 14.4 (Amendments to the Constitution) and 15.1 (Dissolution of the Group), motions shall be passed by a simple majority, including votes submitted in accordance with Clause 10.3.If there is an equality of votes, a second vote shall be taken. In the case of a National Executive meeting, if after a second vote there is still an equality of votes, the Chair shall have a casting vote. In the case of an AGM or Special General Meeting, if after a second vote there is still an equality, the motion proposed shall fail. If there is an equality of votes in respect of the election of a National Executive member, both members shall be elected to the Executive, which shall resolve the matter internally at their first meeting.
11.FINANCE
11.1The financial year of the Group shall be from 1 November to 31 October.
11.2The Membership Secretary/Treasurer and two other National Executive members shall be signatories to the bank account or accounts. This shall be arranged at the first meeting of each new Executive.
11.3The Group shall derive its income from its annual fees (Clause 6) and in any other manner the National Executive deems appropriate and authorises. The Group’s funds shall be used exclusively for the promotion of its objectives in terms of the constitution.
11.4The Membership Secretary/Treasurer shall keep accurate written accounts of the finances and assets of the Group. The Membership Secretary/Treasurer shall ensure that the accounts are reviewed and declared correct prior to each AGM by a competent person who is not a member of the Group, appointed by the National Executive, and that an annual budget is prepared each year to guide the National Executive in its activities.
11.5A member’s liability to the Group shall be limited to the annual fees, any admission charges for events and any loss or damage to Group assets caused by that member.
11.6The Group’s liability to a member shall be limited to the refund of expenses and reasonable payment for services rendered to the Group. Such expenses and services shall be authorised by the National Executive beforehand.
12.BRANCHES
12.1Branches of the Group may be established where a minimum of 10 members wish to establish a branch. Written application shall be made to the National Executive.
12.2Branches may be established either on a regional basis or on the grounds of a common interest that is acceptable to the National Executive.
12.3Subject to the provisions of Clauses 12.6, 12.7 and 12.8, branches shall be established and operate in accordance with this constitution.
12.4No one may be a member of a branch without being a paid-up member of the Group.
12.5Members who reside in an area covered by a regional branch shall automatically become members of that branch. In the case of interest-based branches, members shall choose whether to join such branches.
12.6A committee comprising a chair, vice-chair, secretary-treasurer and meetings coordinator shall conduct a branch’s affairs. The chair shall ex officio be a member of the National Executive. A branch committee may co-opt members in the same way as the National Executive.
12.7All branch committees shall be elected prior to the AGM each year. A process of nomination and electronic voting similar to that for the National Executive shall take place to enable all branch members to participate.
12.8Each branch shall submit details of its committee, a report on its activities for the past year and a copy of its financial statements to the National Executive for tabling at the AGM each year.
13.COMMENCEMENT
13.1This constitution shall come into force when it has been approved by a majority of at least two-thirds of the members of the Group via e-mail.
13.2Unless this constitution is approved in conjunction with an AGM, the duly elected National Executive members shall remain in their offices until the following AGM, at which time the conditions in Clause 8.6 shall apply to the elections.
14.AMENDMENTS
14.1This constitution may be amended only at an AGM or a Special General Meeting called specifically for the purpose.
14.2Proposed amendments shall be submitted to the National Executive by at least a proposer and a seconder in time for the Executive to include them in the notice convening the meeting.
14.3Both the proposer and the seconder must be paid-up members of the Group.
14.4A two-thirds majority of (a) the members of the Group present and entitled to vote plus (b) approved proxy votes shall be required to pass an amendment, except that e-mail votes will also be accepted for individual amendments.
15.DISSOLUTION
15.1The Group may be dissolved only if at least two-thirds of (a) members present and entitled to vote at a Special General Meeting called specifically for the purpose plus (b) approved proxy votes vote in favour of a resolution to close down.
15.2If the Group is dissolved, it shall immediately pay all its debts. Any property or money remaining shall not be given or paid to members, but shall be given to another organisation having objectives similar to those of the Group. The members present at the relevant Special General Meeting shall select the appropriate organisation.
16.INTERPRETATION OF RULES
In the event of any query over the interpretation of this constitution, the decision of the National Executive shall, except as provided for in Clause 7.1, be final and binding upon all members.
17.STANDING PROCEDURES
This constitution shall be read in conjunction with the Standing Procedures, which describe practices and guidelines determined by the National Executive in the execution of their duties.
This constitution was approved by e-mail on ………………………………………………. 200...
and ratified at the Annual General Meeting held on ………………………………………………. 200...
