The Isles of Darkness Constitution

An unincorporated association established under English Law and not being a charity
April 2020

The definition list in section 10 explains words with a special meaning.

1. Name

The name of the Society is Isles of Darkness

2. Aims

The Society aims to organise and promote Live Action Role Playing (LARP) using a range of systems and settings.

3. Equal opportunities

The Society will not discriminate on the grounds of:

  • gender,
  • sex,
  • race,
  • colour,
  • ethnic or national origin,
  • sexuality,
  • disability,
  • religion or belief,
  • marriage and civil partnership,
  • pregnancy and maternity, or
  • age.

4. Membership

Membership of the Society is open to any person 18 years and over unless:
they have previously been banned, or their membership would be harmful to the Society in line with the Wellbeing Policy.

Members must:

  • provide their full name and a current email address,
  • keep this information up to date and confirm it on renewal, and
  • pay any membership fees due for their type of membership within three months of the renewal date. Paying overdue fees reinstates the Membership.

Membership of the Society is not transferable.

The Society Committee will:

  • agree membership types, including benefits, expectations and any fees due
  • tell members about any planned changes unless they were approved at a General Meeting
  • publish information about membership types on the website
  • keep a list of current members

All members agree to be bound by the rules of the Society as laid out in the Policies and Procedures that are published on the website.

Ceasing to be a member

A member may resign by email to the Society Committee.

The Society Committee may ban a member if they are found to be harmful to the Society, in line with the Wellbeing Policy and Procedure. The Society Committee must notify the Member by email of their decision. They must review the ban if the Member provides further information that might change the decision. The member must provide this information within 14 clear days of being notified.

Data protection

The Society will normally delete former member information two years after membership has expired, or on request. Exemptions and special cases are described in the Society’s Personal Data Policy.

5. The Society Committee

The Society Committee runs the Society. It also looks after its property and funds.

Committee membership

The Committee consists of four named roles.

The named roles are always elected by the Members. The elected roles are:

  • Society Lead
  • Communications Lead
  • Events Lead
  • Storytelling Lead

A Treasurer is also appointed by the Committee. They do not need to be a member of the Committee, but do need to be a Member of the Society.

Additional Committee members are elected or co-opted in line with the Society’s Policies and Procedures.

Role descriptions for Committee members will be made available on the website.

Committee members must be Members of the Society.

Term of office

Committee members normally serve for one to three Membership Years.

Elected Committee members should tell the rest of the Society Committee if they intend to step down:

  • at least two months before the end of the Membership Year, or
  • as soon as possible if they are stepping down earlier in the Membership Year.

Committee members must step down if they have been in post for three consecutive Membership Years since their last election. They may stand for re-election.

Committee members will be removed from office if:

  • they have not renewed their membership (but can be immediately reinstated when their membership renewal has been completed if the role has not been filled),
  • they miss more than three consecutive meetings, unless they have sent apologies in advance and provided a report on their activities since the last meeting,
  • they are unable to manage their own affairs due to ill health
  • the Committee votes to remove them. The vote must be unanimous among other Committee members. The Committee member concerned must have an opportunity to present their views, which the other Committee members must review before voting.
  • Society Members vote to remove them at a General Meeting. The motion must be submitted with the support of at least 5% of the members not less than 14 days before the date of the Meeting. The Society Committee may suspend the Committee member concerned pending the outcome of the meeting.
  • they are suspended as a result of a disciplinary Procedure.


Elections for the Society Committee are held annually at the beginning of the Membership Year in April. They are run by the Returning Officer. The Returning Officer is normally the Communications Lead, except if they are up for re-election, in which case the Society Committee should appoint a Returning Officer from the membership.

Any Member in good standing can nominate themselves for election to a committee role. They must meet any minimum requirements stated in the role description.

Members may only hold one role on the Committee, but may nominate themselves for more than one role. If elected to more than one role, they can choose which to accept.

If the Returning Officer does not follow the election procedure correctly, Committee decisions are still valid if the Committee was not aware of the error.


Committee members can be co-opted if:

  • the role is a named role and the current post-holder has stepped down less than two months before the start of the next Membership Year, or
  • there is a need to cover a role while an election is being held

Co-options last until:

  • the end of the Membership Year, or
  • an election fills the role.

Committee meetings

The Society Committee must communicate regularly. They should meet at least six times a year. Any member of the Committee may call a meeting. They should give 14 days notice unless the whole Committee agrees to an earlier date.

At least half the Committee must be present at a Committee meeting for it to take place. The Committee must co-opt or hold elections to fill vacancies within a month if fewer than half the Committee roles are filled.

The Committee holds meetings online, or in person if all Committee members are able to attend.

If the Society Lead is unable or unwilling to preside at a Committee meeting, another Committee member can act as chair for that meeting.

Each member of the Committee has a single vote on each issue. The chair has a casting vote. Decisions may also be made by email in which case the majority of the entire Committee must be in favour for the motion to pass.

A Committee member must tell the Committee if they have a personal or conflicting interest in an agenda item. They must not vote on that issue. They should not take part in the discussion around the issue except to provide information. They do not count towards the meeting quorum for that issue.

The Committee meetings will be announced and opened to the wider membership who may attend and take part in discussion but not vote on issues (exceptions may be made for meetings to discuss sensitive or safeguarding matters.)

Society Committee functions and responsibilities

The Society Committee handles the administration and strategy of the Society. They develop and approve Policies and Procedures for Volunteers and Members to follow. These include:

  • how General Meetings work
  • how Committee Meetings work
  • how the Society manages its money
  • how the Society is organised and run through its volunteers
  • how the Society resolves disputes, and
  • any other aspect of the Society

The Committee must make all Policies and Procedures available on the website. Policies and Procedures must be written in line with this Constitution. If there is a conflict, the Constitution takes precedence.

The Committee can delegate any of their functions to teams or individuals as appropriate. The Committee must make sure functions are carried out if they are delegated.

The Committee may not change the Constitution except to:

  • re-format (e.g. order) items
  • correct technical errors (e.g. spelling)
  • update references to sections

Any changes made to the Constitution must not change the meaning of any section or the document as a whole. The Committee must tell Members if they make any changes.

The Committee may ask a professional for advice on behalf of the Society. They should keep a record of the advice given.

The Committee should make sure that the Society has enough insurance to cover its activities.

6. General Meetings

The Society has two types of General Meeting:

  • Annual General Meetings (AGM) held once every Membership Year
  • Extraordinary General Meetings (EGM) which are held on request and usually focus on a specific area of business

Organisation and agenda

The Society Committee are responsible for:

  • organising General Meetings
  • telling Members at least 14 clear days before the Meeting
  • when and where the Meeting will be held
  • details of any Motions that will be voted on at the Meeting
  • any other agenda items
  • making sure any non-standard votes are clearly explained
  • making information available about who is entitled to vote
  • making minutes of the meeting available as soon as possible, but at least one month before the next AGM

All Members are allowed to attend General Meetings of the Society. This may be in person or online. The Meeting is quorate if at least 5% of the members are present, or have voted online or by proxy.

The Society Lead runs General Meetings by default. If the Society Lead is unable or unwilling to chair the meeting, the Committee should appoint another Committee member to act as chair. If all Committee members are unable or unwilling to chair the meeting, the Members present at the meeting should elect a chair before the meeting starts.

Annual General Meetings

AGMs are normally held in person at a national event or online depending which is more accessible to members.

  • At an AGM the Members always:
  • approve the minutes of the previous AGM and any EGMs
  • receive an update on the finances of the Society, including accounts for the previous Membership Year
  • receive the report of the Society Committee on the Society’s activities since the previous AGM
  • ratify results of Society Committee elections

Members may also:

  • vote on any submitted Motions
  • appoint an auditor or independent examiner for the Society
  • deal with any other business put before them by the Society Committee

Extraordinary General Meetings

Any general meeting which is not an AGM is an EGM. EGMs are normally held online.

An EGM may be called at any time by the Society Committee.

A Member can ask the Committee to call an EGM at any time. The Member must:

  • put the request in writing, normally by email
  • provide details of the business they want to discuss
  • propose wording for any Motions
  • explain why the business cannot wait until the next AGM

The Committee will:

  • check that the request is valid, reasonable and complete as defined in the section about Motions and in any supporting Policies or Procedures
  • ask for further details or changes if necessary
  • call an EGM within 14 clear days after receiving a valid, reasonable and complete written request
  • explain to Members how to attend the meeting

The Committee may combine several requests into a single EGM.


Any Member may request a vote at a General Meeting. This request must be in writing and include:

  • the name, email address and membership number of all Members making the request
  • information about anyone who would be directly affected by the Motion

The Committee must make sure that any affected Members are told about the Motion before it is shared with the Society. They must give affected Members enough time to respond. The Committee must include any responses with the Motion if the Member asks them to.

A valid Motion must:

  • clearly state the decision to be made by Members
  • explain the reason for the request
  • provide any further information Members will need to make an informed choice

There are three main types of Motion.

  • Constitutional change
  • Motions to change the Constitution must provide specific wording for Members to vote on. This is the only way to change the Constitution.
  • Policy change
  • Motions to change Society Policies should contain proposed wording, but may be modified based on feedback. The Motion should be clear about whether the vote will implement exact wording.
  • Strategic change
  • Motions about the general direction of the Society should explain what will happen if Members agree.

Motions, supporting information and responses must be reasonable. They should not be:

  • vexatious,
  • frivolous,
  • impractical, or
  • unlawful

The Committee may reject any Motion that they consider to be unreasonable. They must explain their reasons to the Member and offer to work with them to modify the Motion.


Members who are allowed to vote may:

  • vote at the meeting,
  • ask another Member to vote on their behalf (by proxy), or
  • vote by other methods as arranged by the committee that must be clearly arranged and detailed to the membership ahead of the vote

General Meetings decide most issues by a simple majority. The chair of the meeting has a casting vote if there is a tie.

Sometimes a motion is complex or needs Members to choose between options. The Committee may use another method of voting for these issues. They must tell Members about the voting process when the General Meeting is announced. If more than a third of Members tell the Committee that they object to the voting method, it will not be used.


There is no set format for minutes at a General Meeting. They should include:

  • a list of Committee members, showing which members were present and which sent apologies
  • copies of any reports, including the financial statement
  • details of all motions and results of votes
  • a summary of any other business discussed at the meeting

7. Finances

The Society Committee is responsible for managing the Society’s money and property. The Treasurer manages the Society’s bank account(s).

The Society uses its money and property to achieve its Aims. It should not benefit the Members or Society Committee as individuals. There are some exceptions:

  • Committee members may benefit from indemnity insurance when they step down
  • Committee members and other volunteers may claim back expenses

The Society may pay a Member (including Committee members) for goods or services but:

  • the Member may not be involved in the decision to buy or hire these items
  • the Society must actually require the goods or services
  • the payment must be reasonable, and
  • no more than half of the Committee may receive payments for goods or services in any one financial year.

The Society may employ people, but employees may not be Society Committee members.

The Treasurer must keep accurate records of all financial transactions. The Society Committee may ask to see detailed accounts, which the Treasurer should supply as soon as possible. The Treasurer must prepare a financial statement at least once a year. This should be made available to Members on the website. This may be as part of the minutes of the AGM.

8. Communication

The Society communicates officially with its members via email, social media and the website. Members must keep their email address up to date.

Official communications are treated as received 24 hours after being sent by email, or as soon as a Member says they have received the message.

9. Dissolution

Members may decide to dissolve the Society through a vote at a General Meeting.

Following a decision to dissolve the Society:

  • The Society Committee will be responsible for winding up the Society’s activities in an orderly manner. They will remain in office until this process is complete.
  • The Committee must make sure there are enough funds to cover any existing and expected commitments.
  • If any money remains, the Committee must then (as far as funds allow):
  • Return Domain funds to Local Coordinators for reinvestment in local games if the Local Coordinator asks for them.
  • Refund membership fees paid in good faith for the current Membership Year if the Member asks for them.

The Committee will set a deadline for claims within one month of the General Meeting where the decision was made unless an alternative timetable was agreed at that Meeting.

Following this process, the Committee will give any remaining money to a charity or charities of their choice.

10. Definitions

In this Constitution:

‘AGM’ means an annual general meeting of the Society,

‘the Aims’ means the Aims of the Society set out in clause 2,

‘the chair’ means the chair of the meeting,

‘clear day’ means 24 hours from midnight following the relevant event,

‘connected person’ means any spouse, partner, parent, child, sibling, grandparent or grandchild of a Society Committee member, any firm of which a Society Committee member is a member or employee or a company of which a Society Committee member is a director, employee or shareholder being beneficially entitled to more than 1 per cent of the share capital,

‘EGM’ means a general meeting of the members of the Society which is not an AGM,

‘financial expert’ means an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000,

‘financial year’ means the Society’s financial year,

‘firm’ includes a limited liability partnership,

‘indemnity insurance’ means insurance against personal liability incurred by any Society Committee member for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Society Committee member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty,

‘the Society Committee’ the members of the governing body of the Society,

‘the Society Committee member’ means a member of the governing body

‘material benefit’ means a benefit which may not be financial but has a monetary value,

‘member’ and ‘membership’ refer to membership of the Society,

‘Membership Year’ means the normal period of annual membership as defined in the Policies

‘months’ means calendar months,

‘Returning Officer’ means the Member nominated by the Society Committee to run Society Committee elections. This person may be a Society Committee member if they are not standing for election at that time.

‘the Society’ means the Society comprised in this Constitution,

‘trust corporation’ has the meaning prescribed by section 205(1)(cxxviii) of the Law of Property Act 1925 (but does not include the Public Trustee),

‘written’ or ‘in writing’ refers to a legible document whether on paper or electronic,

‘year’ means calendar year.

References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.

11. Adoption of the constitution

The constitution must be adopted by a resolution of a General Meeting.

This constitution was adopted at a General Meeting of the Society on 15th April 2020 held online, chaired by Bob Faulkner.