I. Name
The society shall be known as the “Malta Historical Society”, hereinafter referred to as the “Society”.
II. Address
The address of the Society is 41, Triq l-Iljun, Floriana, FRN 1513 or any other address in Malta as may be determined by the administrators from time to time.
III. Official Language
1. The official documents of the Society shall be written in Maltese and/or English at the discretion of the Committee.
2. Members may, provided that they have approval of the Committee, make use of any language during conferences and discussions that are held.
3. The Society may publish literary contributions in any language subject to the Editorial Board’s discretion.
IV. Term
1. The Society is established for an indefinite period.
V. Aims
1. This Society is a non-profit making organization established for the furtherance of a social and public purpose and not for any private benefit.
2. The Society’s aims are the study of the History of Malta, the diffusion of its knowledge, and the safeguarding of Maltese historical heritage.
3. Studies on the History of Malta may include but are not limited to the following: (a) Creating and maintaining an index of all the local archives;
(b) Creating and maintaining catalogues of documents on the History of Malta that are available in foreign archives;
(c) Compiling and publishing inscriptions, ecclesiastical and civil documents linked with the History of Malta;
(d) Creating catalogues of manuscripts focusing on the History of Malta; (e) Compiling a bibliography of all the publications of national interest;
4. The Society may publish research on the History of Malta.
5. The Society may organise conferences, lectures and meetings on the History of Malta which may also include historical methodology.
VI. Membership
1. Members shall be divided into three categories: Regular, Student and Life, collectively known as Members. All Members have the same rights and responsibilities.
(a) A Regular Member is any natural or legal person that pays a regular membership fee every year.
(b) A Student Member is any natural person who has attained the age of majority (18) and attends a full-time or part-time course offered by a recognized and accredited institution.
(c) A Life Member is any Regular Member who is a natural person who has been a paid-up Member for forty consecutive years or more, following approval of their new status by the Committee.
2. Membership fee:
(a) The yearly membership fee for the Regular Members shall be determined from time to time as dictated by the exigencies of the Society through a decision taken during a General Meeting;
(b) Student Members are entitled to a fifty per cent (50%) discount on the membership fee payable every year;
(c) Regular and Student Members who fail to pay their annual membership fee for two consecutive years shall not be considered as Members of the Society;
(d) Life Members do not pay any membership fee for the rest of their lives.
3. Membership applications:
(a) A membership application needs to be supported by a Member of the Society who acts as referee.
(b) The Committee may accept or reject membership applications with a majority of seven (7) votes.
4. Termination of membership
(a) Membership terminates when a Member submits a resignation from membership in written form; death of the Member; or if the Member fails to pay the annual membership fee for two consecutive years.
(b) The Committee may, following a majority of seven (7) votes terminate the membership of a Member, if, it transpires that there is an issue regarding the individual’s conduct or work that makes it impossible for such Member to remain a Member of the Society. Any member of the Committee who has a conflict of interest cannot participate in the decision regarding the dismissal of a Member. In this case, the Member has a right to lodge an appeal before the General Meeting. Said appeal shall be made in writing and addressed to the Secretary who will in turn table it before the General Meeting. The appeal will be decided by a two-thirds majority vote of the Members present at the General Meeting.
VII. The General Meeting
1. The Society will organise a General Meeting at least once every year wherein all paid up and Life Members shall be called to attend.
2. At the General Meetings, Members may:
(a) Approve annual Administrative and Financial Reports;
(b) Elect the President and the other Administrators when the term of the committee expires;
(c) Determine the membership fee to be paid by Regular and Student Members; (d) Amend the Statute when necessary;
(e) Deal with appeals by former Members whose membership has been terminated by the Committee;
(f) Approve any motions and resolutions presented by the Committee or by Members;
(g) Dissolve the Society as per Article XII;
(h) Deal with any other matters arising concerning the Society.
3. A General Meeting is called:
(a) By the Committee, with an advance notice of at least fifteen (15) days;
(b) When the Committee has received a written request signed by at least ten percent (10%) of the paid-up Regular and Student Members, and Life Members.
4. Any proposals for amendments to the Statute and resolutions or motions require a proponent and a seconder. Such requests must be made in writing and submitted to the Committee not less than eight (8) days before the scheduled date of the General Meeting. The Committee should ensure that such proposals are circulated to the Members prior to the General Meeting.
5. The quorum at the General Meetings will be the following:
(a) In the case of a General Meeting where amendments to the Statute are being presented, one-third (1/3) of the paid-up and Life Members of the Society, including at least five Administrators of the Society.
(b) In the case of a General Meeting dealing with any other business (excluding amendments to the Statute or dissolution of the Society), ten (10) paid-up and Life Members, including five Administrators of the Society.
(c) If the quorum at the General Meetings covered by sub-article (a) and (b) of this Article, is not reached after half an hour, the above requirements shall not apply, and the Members present will constitute the required quorum, provided that at least five (5) Administrators are present.
(d) In the case of a General Meeting where a motion for the dissolution of the Society is being discussed and resolved, one-half (1/2) of the Members of the Society including all Regular and Student Members, and Life Members, including the whole Committee of the Society.
(e) If the quorum at a General Meeting covered by sub-article (d) of this Article, is not reached after half an hour, the above requirements shall not apply, and the Members present will constitute the required quorum, provided that seven (7) members of the Committee are present.
(f) In all cases, the President or Secretary must be in attendance at the General Meeting, for the meeting to commence.
6. The Secretary will circulate among the Members a provisional Agenda with the main proposals, Resolutions and Motions prior to the General Meeting.
7. The Chair of the General Meeting is the President of the Society, provided that if the President cannot attend, the role will be taken up by the Vice-President.
8. The Secretary of the General Meeting will be the Secretary of the Society, who will be taking the minutes of the General Meeting. If the Secretary cannot attend, the General Meeting will appoint another Administrator to take the minutes of the meeting.
9. When the General Meeting resolves to elect a new Committee, the General Meeting will elect three Members to oversee the election and act as tellers.
10. Voting at the General Meeting
(a) Only paid-up Regular and Student Members, and Li fe Members are eligible to vote at General Meetings.
(b) Amendments to the Statute require a vote of two-thirds (2/3) majority of the Members present at a General Meeting.
(c) Voting for a resolution approving the dissolution of the Society is regulated by Article XII of this Statute.
(d) Resolutions and motions, not being amendments to the Statute or proposed dissolution of the Society, require a simple majority vote of the Members present at a General Meeting.
(e) Where the President is to be elected, the candidate receiving most votes cast by the Members present at a General Meeting, is considered elected.
(f) Where the Committee is to be elected, the ten candidates receiving most votes cast by the Members present at a General Meeting, are considered elected.
VIII. The Committee
1. The Society shall be administered by a Committee composed of a President and ten (10) Administrators elected at the General Meeting.
2. The term of the Committee will be of two years.
3. The Member occupying the position of President of the Society may only be elected in that role for only two consecutive terms of two years each. The General Meeting, may in exceptional circumstances decide to extend the term of office of a sitting President for a third and final term of two years.
4. Voting in the Committee
(a) The Committee will strive to reach decisions by consensus. However, in the case that decisions require a vote, all decisions will be taken by a simple majority vote, unless otherwise provided in other provisions of this Statute.
(b) Every Administrator, except for the President have an original vote, while the President only has a casting vote.
5. During the first Committee meeting following the election of the Administrators, the Committee will elect by secret ballot a Vice-President, Secretary and Treasurer. Other roles in the Committee may be established and assigned by the Committee to the other Administrators as required.
6. The legal representatives of the Society will be the President and the Secretary. They are empowered to act as signatories for the Society in any contract including purchase or sale of moveable or immoveable property and may represent the Society in any legal proceedings.
PROVIDED THAT following a decision by the Committee, the President and the Secretary may delegate this power of legal representation by means of a resolution in writing granting a mandate in favour of third parties.
7. The Society shall maintain banking accounts in its own name and the Committee will determine, by resolution, the signatory or signatories for these accounts.
8. The Committee shall meet at least every two months.
(a) The meetings shall be scheduled by the President or by the Secretary, o r following a request in writing signed by at least two of the Administrators.
(b) The Secretary will generally circulate an Agenda and the Minutes of the previous Committee Meeting prior to the consecutive meeting.
(c) The quorum at Committee meetings shall be five (5) Administrators.
9. Administrators that fail to attend three consecutive Committee meetings without due notice to the Secretary may be removed by the Committee provided that seven (7) Administrators vote in favour of a resolution for removal.
10. Any Administrator who occupies a specific role as assigned by the Committee according to Article VIII.5. may be removed from said role, by means of secret vote with at least seven (7) votes in favour of said removal.
11. An Administrator may be removed from the Committee by means of a secret vote with at least seven (7) votes in favour of said removal in the cases of misconduct, failure to declare conflicts of interest, breach of duty or failure to comply with this statute or any law regulating voluntary organisations.
PROVIDED THAT any action to remove said Administrator shall be preceded with a notice in writing stating the alleged reasons for such removal. The said Administrator shall be accorded the opportunity to rebut said allegation prior to the vote for removal.
PROVIDED FURTHER THAT the former Administrator may appeal to the General Meeting to reverse the decision. Said decision may be reversed with a two-thirds majority vote during the General Meeting.
12. Co-option of Administrators
(a) If an Administrator is removed or resigns, the Committee may co-opt another Administrator instead by a resolution voted in favour by at least seven (7) Administrators.
(b) The Committee may also co-opt additional Administrators, should the exigencies of the Society so require.
13. The Committee shall nominate an Editorial Board which shall be composed of the Editor and four members. The Editorial Board shall be nominated every two years by the new Committee. The Board shall liaise with the Committee and it shall be responsible, amongst other matters, for:
(a) The scheduling of a meeting at least every three months;
(b) The preparation and publishing of the Society’s periodical;
(c) The checking of contributions received for the publication;
(d) It shall report its work and decisions directly to the Committee. 14. The Committee may also nominate sub-committees for specific purposes.
IX. Data Protection
The Society will endeavour to maintain the personal information of Members kept on their behalf in complete confidentiality, in accordance to the Privacy Policy issued and updated regularly by the Committee, and in conformity with the General Data Protection Regulation EU 2016/79 as amended and related local legislation.
X. Assets
1. The assets of the Society may originate from any lawful activity and they may consist of present or future assets of any nature.
2. The assets of the Society shall be applied in accordance with this Statute for the attainment of the purposes and objects for which the Society is constituted and established:
PROVIDED THAT nothing herein contained shall prevent the payment or performance in good faith of its reasonable obligations and undertakings or the repayment of reasonable out-of-pocket expenses out of the assets, as agreed by the Committee, to Administrators, Members, volunteers and other persons supporting the purposes and objects of the Society.
XI. Powers
1. To enable the Society to fulfil its purposes and objects, it is hereby empowered, without limitation, but subject to the provisions of this Statute, to manage and administer the assets of the Society as may be determined by the Committee:
(a) to receive grants, subsidies, contributions, donations and other gifts and to utilise, and administer the same as the Committee deems fit for the aforesaid purposes;
(b) to purchase, take on lease, exchange, acquire by any title any property and any rights, privileges, hypothecs and easements over such property as is necessary to carry on its activities and to accept gifts on such terms and on such security as shall be deemed necessary;
(c) to draw, make, accept, endorse, negotiate, discount, execute and issue negotiable or transferable instruments as may be necessary for the attainment of the purposes and objects of the Society, it being understood that the Society can carry out commercial activities only as permitted by Voluntary Organisations Act, Chapter 492 of the Laws of Malta and any other applicable law;
(d) to obtain loans, overdrafts, credits and other financial and monetary facilities and to otherwise borrow and raise money in such manner as the Committee may deem fit and to secure the repayment of any money borrowed, raised or owing by privilege, hypothec or by any such charge over the property of the Society both present and future;
(e) to enter into any guarantee, contract of indemnity or suretyship and to secure its obligations under such guarantee, indemnity or suretyship with hypothecs and/or privileges, general and special, over all its assets both present and future;
(f) to generally carry out every act which is necessary or conducive to the foregoing or which is necessary in order to enable the Society to fulfil its purposes and objects.
PROVIDED THAT notwithstanding any powers of the Society contained in this Statute, these powers are granted subject to the limitations in applicable law and the Society may only carry out trading activities as are allowed by the Voluntary Organisations Act, Chapter 492 of the Laws of Malta and any other applicable law.
PROVIDED FURTHER THAT:
(a) No purchase or sale of immovable property may be carried out without the authorisation of a General Meeting.
(b) All transactions beyond €500 (five hundred Euro) require authorisation by the Committee.
(c) The treasurer may keep a petty cash of €100 (one hundred Euro).
XII. Dissolution
1. The dissolution of the Society may occur by a Resolution passed at a General Meeting requiring two-thirds (2/3) majority vote by the Members attending such General Meeting.
2. The individual votes of all Members shall be registered on a document that will be consigned by the President of the Society to the Commissioner for Voluntary Organisations.
3. Such a General Meeting may only discuss and vote on a motion of dissolution if:
(a) a petition, with signatures of more than eighty-five per cent (85%) of all paid-up and Life Members of the Society, is presented to the Committee requesting the dissolution of the Society; or
(b) the Committee resolves by unanimity in favour of dissolution of the Society.
4. On dissolution of the Society, any assets remaining following the payment of any debts must be donated by the Administrators to another organization with similar purposes.
5. The approval of any motion or petition by the General Meeting shall be considered null and void, if it is proven, during the said General Meeting or within two (2) years from the designated date of the General Meeting, that more than fifty per cent (50%) of the Members who voted for the dissolution were Members of the organisation that benefitted from such dissolution, or became Members of such an organisation during the two (2) year period subsequent to the date of the General Meeting.
END OF STATUTE as revised on 10 September 2020
Revised and approved by the Extraordinary General Meeting on Thursday 10 September 2020
