British Geriatrics Society

BGS Constitution

ARTICLES OF ASSOCIATION OF
THE BRITISH GERIATRICS SOCIETY

General

1. In these presents, the words standing in the first column of the table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context.

Words Meanings

the Act The Companies Act 1985, as amended by The Companies Act 1989; and every act or statutory instrument for the time being in force concerning companies and affecting the Association.

Address In relation to electronic communications, includes any number or address used for the purposes of such communications

Associate Members those persons registered as associate members of the Association in accordance with paragraph 8 of these presents;

the Association the above named company;

electronic signature anything in electronic form which the UK Management Committee requires to be incorporated into or otherwise associated with an electronic communication for the purpose of establishing the authenticity or integrity of the communication;

the Members those persons registered as members of the Association in accordance with paragraph 5 of these presents;

month calendar month;

National Council a National Council as defined in paragraph 43

National Group a geographical group as defined in paragraph 42

the Office the registered office of the Association;

the Officers the officers identified in paragraph 27 of these presents, or any of them;

these presents these articles of association and the regulations of the Association from time to time in force;

Regional Group a Regional Group formed in accordance with paragraph 48(A)

relevant system as defined in the Electronic Communications Act 2000 and statutory instruments made in accordance with it

the Seal the common seal of the Association;

Section a section created in accordance with paragraph 48(A) of these presents;

Special Interest Group a special interest group created in accordance with paragraph 48(A) of these presents;

Standing Committee a standing committee appointed in accordance with paragraph 48 (A) of these presents;

the Trustees those members of the UK Management Committee who are entitled to vote at meetings of the UK Management Committee;

the UK Management Committee the committee appointed and described in paragraphs 37 to 41of these presents;

the United Kingdom Great Britain and Northern Ireland;

in writing written, printed or lithographed, or partly one and partly another, and other modes of representing or reproducing words in a visible form.

Words importing the singular number only shall include the plural number, and vice versa.

Words importing the masculine gender only shall include the feminine gender.

Words importing persons shall include corporations.

References to a document being executed include references to its being executed under hand or under seal or by any other method except by means of an electronic signature.

References to a document being signed or to a signature include references to its being executed under hand or under seal or by another other method and, in the case of the electronic communication, are to its bearing an electronic signature.

References to writing include any references to any method of representing or reproducing words in a legible and non-transitory form including by way of electronic communications where specifically provided in a particular article or where permitted by the UK Management Committee in its absolute discretion.

Expressions referring to writing shall be construed as including references to typewriting, printing, lithography, photography, and other modes of representing or reproducing words in visible form.

Subject as aforesaid, any words or expressions defined in the Act, or any statutory modification thereof in force at the date on which these presents become binding on the Association, shall, if not inconsistent with the subject or context, bear the same meanings in these presents.

2. The number of Members with which the Association proposes to be registered is Three thousand five hundred (3,500), but the UK Management Committee may, from time to time, register an increase of Members.

3. The provisions of Sections 352 and 353 of the Act shall be observed by the Association, and every Member of the Association shall either sign a written consent to become a Member or sign the register of Members on becoming a Member.

4. The Association is established for the purposes expressed in the memorandum of association.

5. The subscribers to the memorandum of association and such other persons who must be registered medical practitioners, or retired medical practitioners, as the UK Management Committee shall admit to membership in accordance with the provisions hereinafter contained shall be Members of the Association.

The UK Management Committee may, from time to time, prescribe different categories of membership, but Members of each category shall have the full rights of membership.

Every application for membership shall be in the following form, or in such other form as the UK Management Committee shall, from time to time, prescribe:-

To: The UK Management Committee of the British Geriatrics Society

I, [ ] of [ ], being desirous of becoming a member of The British Geriatrics Society, hereby apply to be admitted as a member thereof, subject to the provisions of the memorandum and articles of association of the Society.

Date:

Signature of applicant:

and shall be countersigned by a proposer and seconder, who shall be Members of the Association.

At the next meeting of the UK Management Committee after the receipt of any application for membership, such application shall be considered by the UK Management Committee, who shall thereupon determine upon the admission or rejection of the applicant.

Every Member of the Association shall pay the required subscription to the funds of the Association.

The subscription shall be proposed by the UK Management Committee and confirmed by a resolution, supported by a simple majority of those present and voting at the annual general meeting or at an extraordinary general meeting. There may be different subscriptions for different categories of membership.

In the case of persons admitted to membership more than half way through a period of time to which a subscription relates, the subscription shall be one half of the subscription for the period, but, in all other cases, the full subscription shall be paid for the period of admission.

If any Member fails to pay his subscription within one month of the same becoming due, the treasurer or deputy treasurer shall notify him of the fact and, if any Member fails to pay his subscription within three months of the same becoming due, he shall, ipso facto, cease to be a Member of the Association and shall only be eligible for re-admission upon payment of all arrears due from him while a Member.

6(A) Any Member of the Association who shall desire to resign shall signify such desire in writing to the secretary and, thereupon, his name shall be removed from the list of Members and he shall be deemed to have resigned.

6(B) Membership is terminated if the Member concerned is removed from membership by a majority resolution of the UK Management Committee on the ground that, in its reasonable opinion, the Member's continued membership is harmful to the Association (but only after notifying the Member in writing and considering the matter in the light of any written representations which the Member concerned puts forward within fourteen clear days after receiving notice).

6(C) Any or all of the membership and the holding of any office in the Association and the membership of any committee, section, special interest group and working party of the Association may be suspended by majority resolution of the UK Management Committee on the ground that, in its reasonable opinion, the Member is or might become the subject of enquiries relating to professional, fiscal or disreputable conduct, malpractice or dishonesty, or the Member is currently suspended from duty or practice by his employer or by any medical authority or body. The UK Management Committee may, by majority resolution, end the suspension.

7. The UK Management Committee may appoint honorary members, who shall be scientists and others of distinction who have rendered exceptional service to geriatric medicine, or to the Association, or towards the objects for which the Association is established. Such honorary members shall be entitled to take part in activities of the Association, but shall not, as such, be Members of the Association or entitled to attend general meetings, nor to take any office in the Association. Such honorary members will not be charged a subscription. The maximum number of honorary members is six at any one time.

8. The UK Management Committee may, from time to time, create categories of, and make rules for, associate membership. An Associate Member must be either a registered medical practitioner, or a retired medical practitioner, or a person training to become a registered medical practitioner, or a person (which includes a company or an organisation) interested in any aspect of the objects for which the Association is established. Such Associate Members shall not, as such, be Members of the Association or entitled to attend general meetings, nor to take an office in the Association, and they shall only be entitled to participate in the activities of the Association and to receive its publications upon payment of such fees as the UK Management Committee may, from time to time, prescribe. Subject to the foregoing, the extent to which Associate Members of each category may participate in, or receive the benefits of, the activities of the Association, or of any Standing Committee, or any Special Interest Group or any Section, or any Working Group shall be as laid down by the UK Management Committee from time to time.

General meetings

9. The Association shall hold a general meeting in every calendar year as its annual general meeting, at such time and place as may be determined by the UK Management Committee and shall specify the meeting as such in the notices calling it, provided that every annual general meeting, except the first, shall be held not more than fifteen months after the holding of the last preceding annual general meeting and that, so long as the Association holds its first annual general meeting within eighteen months after its incorporation, it need not hold it in the year of its incorporation, nor in the following year.

10. All general meetings, other than annual general meetings, shall be called extraordinary general meetings.

11. The UK Management Committee may, whenever it thinks fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists as provided by Section 368 of the Act.

12. Twenty-one days' notice in writing, at least, of every annual general meeting and of every meeting convened to pass a special resolution, and fourteen days' notice in writing, at least, of every other general meeting exclusive, in every case, both of the day on which it is served, or deemed to be served, and the day for which it is given, specifying the place, day and the hour of the meeting and, in the case of special business, the general nature of that business shall be given in a manner hereinafter mentioned to such persons, including the auditors, as are, under these presents or under the Act, entitled to receive such notices from the Association, but with the consent of all Members, having the right to attend and vote thereat or of such proportion of them as is prescribed by the Act in the case of meetings other than annual general meetings, a meeting may be convened by such notice as those Members may think fit.

13. 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.

Proceedings at general meetings

14. All business shall be deemed special that is transacted at an extraordinary general meeting, and all that is transacted at an annual general meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the UK Management Committee and of the auditors, the election, or the declaration of the result of a ballot for election, of Officers and members of the UK Management Committee in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.

15. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided, twenty Members, personally present, shall be a quorum.

16. If, within half an hour from the time appointed for the holding of a general meeting, a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the UK Management Committee may determine, and if, at such adjourned meeting, a quorum is not present within half an hour from the time appointed for holding the meeting, the Members present shall be a quorum.

17. The president of the Association shall preside as chairman at a general meeting, but if there shall be no president or if, at the meeting, he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the president-elect shall preside, or, if he shall be unwilling or not present, the Members present shall choose some other member of the UK Management Committee, but if all the members of the UK Management Committee present decline to take the chair, the Members shall choose some Member of the Association who shall be present to preside.

18. The chairman may, with the consent of any meeting at which a quorum is present (and shall, if so directed by the meeting), adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting, other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the Members shall not be entitled to any notice of adjournment, or of the business to be transacted at an adjourned meeting.

19. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is before or upon the declaration of the result of the show of hands demanded by the chairman, or by at least three Members present in person, or by a Member or Members present in person and representing one tenth of the total voting rights of all the Members having the right to vote at the meeting, and unless a poll be so demanded, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. The demand for a poll may be withdrawn.

20. Subject to the provisions of Article 23, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

21. No poll shall be demanded on the election of a chairman of a meeting or on any question of adjournment.

22. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.

23. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business, other than the question on which a poll has been demanded.

Votes of members

24. Subject as hereinafter provided, every Member shall have one vote.

25. Save as herein expressly provided, no Member, other than a Member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Association in respect of his membership, shall be entitled to vote on any question at any general meeting.

26. Votes on a poll or a show of hands may be given personally only.

Officers

27. The Officers of the Association shall be the president, the president-elect, the honorary secretary, the honorary deputy secretary, the honorary treasurer, the honorary deputy treasurer, the honorary spring meetings secretary and the honorary autumn meetings secretary.

28. Unless removed from office, as herein provided, the president, the president elect, the honorary secretary and the honorary deputy secretary shall serve until the end of the second annual general meeting following the annual general meeting of the Association at which elected, and the honorary treasurer and the honorary deputy treasurer shall serve until the end of the third annual general meeting following the annual general meeting of the Association at which elected. An Officer of the Association shall not be eligible for re-election to his particular post until the annual general meeting following the annual general meeting at which his previous term of office has expired.

29. An election shall be before the annual general meeting of the Association to fill any vacancies amongst the Officers (other than the honorary meetings secretaries) which arise or are required to be filled at that meeting, in accordance with the following procedure:-

(a) A Member who is eligible for election as an Officer may be nominated for election by notice in writing, signed by not less than five Members, each of whom is eligible to vote at the annual general meeting.

(b) Any such notice must be delivered to the Office or to such other address as the secretary, on behalf of the UK Management Committee, has notified to Members in writing as the address to which nominations should be sent.

(c) The notice of nomination must be accompanied by the written consent of the candidate, signed by him, stating his willingness to be elected.

(d) The notice of nomination and signed statement of willingness to be elected must be delivered to the Association not less than eighty days before the date of the annual general meeting.

(e) If, at any annual general meeting, there is only one nomination for an office, the nomination shall be put as a resolution to the meeting and if it is passed the Member so nominated shall be elected, unopposed. If there is no nomination, or the resolution approving a sole nomination is not passed the vacancy shall be or become one which may be filled under paragraph [30].

(f) In any other case, there shall be a contested election of each office, which shall be conducted by a ballot, the result of which shall be announced at the annual general meeting. A ballot paper shall be sent to every Member entitled to vote, with the notice of the annual general meeting, with a notice specifying the date by which, and address to which, the completed ballot paper must be delivered;

(g) the form of the ballot paper, and the procedure for conducting and counting the ballot, shall be decided by the UK Management Committee, which shall be empowered to delegate these responsibilities to a suitable organisation to conduct and count the ballot on behalf of the Association.

30. Any vacancy amongst the Officers arising, otherwise than on the retirement of an Officer at the end of his term of service (unless paragraph 29 (e) applies), may be filled by the appointment by the UK Management Committee of a person who appears to them to be a fit and proper person for such appointment, and any Officer so appointed shall hold office until the end of the annual general meeting next following his appointment.

31. The provisions of paragraphs 27 to 30 relating to the retirement and election of Officers shall come into effect immediately after the end of the annual general meeting of the Association at which the amendments bringing in these provisions are approved, and those Officers of the Association holding office at the time the alterations come into effect shall complete their terms of office in accordance with the articles of association of the Company in force immediately prior to the alterations coming into effect.

Meetings secretaries

32. The meetings secretaries shall be the honorary spring meetings secretary and the honorary autumn meetings secretary.

33. Eligible Members who are candidates for election as either the honorary spring meetings secretary or the honorary autumn meetings secretary shall be nominated by the National Councils for election by the UK Management Committee, which election shall be subject to endorsement by a resolution of Members at the annual general meeting of the Association.

34. Unless removed from office, as herein provided, the honorary spring meetings secretary and the honorary autumn meetings secretary shall serve until the end of the third annual general meeting following the annual general meeting of the Association at which his appointment has been endorsed. A meetings secretary shall not be eligible for re-election to his particular post before the annual general meeting following that at which his previous term of office has expired.

35. Any vacancy arising otherwise than on retirement of an honorary meetings secretary on completion of his term of office or arising on non-endorsement of election by a resolution of Members at the annual general meeting may be filled by the appointment by the UK Management Committee after consultation with the National Councils of a person who appears to them to be a fit and proper person for such appointment. Any meetings secretary so appointed shall hold office until the end of the next annual general meeting after the date of his appointment.

The director of continuing medical education

36. The director of continuing medical education shall be a Member of the Association appointed by the UK Management Committee, who, unless removed from office as herein provided, shall serve for the period of four years. The director of continuing medical education shall not be eligible for re-election to his particular post during the year following the completion of service of the prescribed time.

UK Management Committee

37. The voting Members of the UK Management Committee shall be the directors of the Association, as defined in and for the purposes of the Act, and the charity trustees, as defined in and for the purposes of the Charities Act 1993, and they are referred to as "the Trustees".

38. The Trustees shall be:

(a) the Officers;

(b) the honorary meetings secretaries;

(c) the chairmen of those of the Standing Committees of the Association which, for the time being, have been designated as Standing Committees whose chairmen should be Members of the UK Management Committee;

(d) the chairman of the trainees' group;

(e) in respect of each of the National Councils for Northern Ireland, Scotland and Wales, the chairman of the National Council, if willing to accept office as a Trustee, and , if not, a member of the National Council elected by it to be its representative;

(f) in respect of the National Council for England, three members of the National Council, namely such of the chairman and deputy chairman of the National Council as are willing to accept office as Trustees, and a member or members of the National Council elected by it to be its representative/s.

39. The following people shall be entitled to attend, speak, but not to vote at meetings of the UK Management Committee, and they shall not be directors of the Association, as defined in and for the purposes of the Act, nor charity trustees, as defined in and for the purposes of the Charities Act 1993:-

(a) the director of continuing medical education;

(b) not more than five persons (who need not be Members) co-opted by the UK Management Committee. The co-option shall be for a fixed period, but a person may be co-opted again for a fixed period, upon the expiry of a previous period of co-option.

40. The UK Management Committee may act for all purposes and notwithstanding any vacancy in their number, and all proceedings of any meeting of the UK Management Committee shall be valid and effectual, notwithstanding that it may be afterwards discovered that any Member of the UK Management Committee has been informally elected, or is not properly qualified.

41. In addition and without prejudice to the provisions of Sections 303 and 304 of the Act, the Association may, by extraordinary resolution, remove any Member of the UK Management Committee before the expiration of his period of office and may, by an ordinary resolution, appoint another qualified Member in his stead, but any person so appointed shall retain his office so long only as the Member in whose place he is appointed would have held the same if he had not been removed.

National Councils

42. The Members of the Association shall be divided into the following geographic groups:-

(a) England;
(b) Northern Ireland;
(c) Scotland;
(d) Wales.

43. There shall be National Councils for each of the geographic groups England, Northern Ireland, Scotland and Wales.

44. A Member shall belong to one national group only, but shall be entitled to elect (and change his election) by notifying the secretary, in writing, the national group to which he belongs and, in the absence of any such election, shall belong to the national group of the country or principality in which is situated his registered address as a Member.

45. The meetings and proceedings of a national group and a National Council shall be governed by the provisions of these presents for regulating meetings and proceedings of the Association and the UK Management Committee, so far as applicable, and, so far as the same shall not be superseded by any regulations made by the UK Management Committee.

46. The mandatory officers of each National Council shall be a chairman, and an honorary secretary and its UK Management Committee representative, who can be the chairman or honorary secretary in dual capacity. There may be other officers, but shall not be mandatory.

47. The UK Management Committee shall determine the terms of reference and the delegated powers of each National Council, from time to time, as the UK Management Committee thinks fit.

Committees Sections and Groups

48(A) The UK Management Committee may appoint or approve formation of and (subject to the specific requirements of paragraphs D-L below) the constitution of:

i) Regional Groups
ii) Standing Committees
iii) Special Interest Groups
iv) Sections
v) Working Groups

of the Association.

48(B) The UK Management Committee may at any time, alter, terminate and remove a member of any of these Committees, Sections or Groups at any time.

48(C) The UK Management Committee may set or approve the terms of the reference of these Committees, Sections and Groups and the powers delegated to them and may alter or terminate the terms of reference and the powers delegated.

48(D) The UK Management Committee may authorise a Committee, Section or Group formed in accordance with paragraph 48(A) to receive and expend money and to operate banking accounts. The UK Management Committee may impose conditions upon the authorisation, may alter those conditions and may terminate the authorisation at any time. The finances of a Committee, Section or Group are part of the finances of the Association. The Committee, Section or Group shall;

(i) Keep, in respect of its affairs, books of account consistent with the requirements of paragraphs 57 to 62 inclusive and the accounting policies adopted by the Association, at a place agreed with the UK Management Committee.

(ii) Deliver the honorary treasurer of the Association copies of any financial statements prepared for the officers or committee of management of the Committee, Section or Group and its annual report and annual accounts.

(iii) Deliver to any of the Officers any financial information or report required by any of them and allow any of the Officers or any person authorised by them to inspect the books and financial records at any time.

(iv) Operate in all respects in compliance with the Memorandum and Articles of Association of the Association for the time being.

48(E) Each Regional Group shall consist of Members and Associate Members within a defined geographical area (which may be altered by the UK Management Committee). Each Regional Group shall be governed by the provisions of its own constitution which shall provide, inter alia, that there shall be at least three elected officers (including a chairman and an honorary secretary) and a Committee of Management (of which elected officers will be members ex officio) for the Regional Group.

48(F) Each Standing Committee shall consist of such Members and/or Associate Members as the UK Management Committee thinks fit, provided that a Member or Associate Member shall only be appointed to one Standing Committee at any one time. For the purposes of assessing the number of Standing Committees to which a Member or Associate Member has been appointed, no consideration shall be given to the appointment of a Member or Associate Member as a representative of one of the national groups or Regional Groups or as a member of a Section or Special Interest or Working Group. In the event of an election of a Member or an Associate Member to more than one Standing Committee, he shall decide which Standing Committee he shall join and the vacant position on the other Standing Committee shall be occupied by the person with the largest number of votes cast in his favour in the election in respect of that Standing Committee who is available to be appointed.

48(G) Each Standing Committee shall, in exercise of any powers delegated to it, conform to any regulation imposed on it by the UK Management Committee. The meetings and proceedings of a Standing Committee shall be governed by the provisions of these presents for regulating meetings and proceedings of the UK Management Committee, so far as applicable, and so far as the same shall not be superseded by any regulations made by the UK Management Committee.

48(H) The president of the Association shall be a member of each Standing Committee ex officio. Each Standing Committee shall have power at any time, and from time to time, to co-opt any Member or Associate Member of the Association to the Standing Committee, either to fill a casual vacancy or as an addition to the existing Standing Committee, but so that the total number of members of the Standing Committee shall not, at any time, exceed any number fixed by the UK Management Committee. A Member nominated by each National Council shall be entitled to receive notice of, and to attend and vote at, and to be counted in the quorum of every meeting of a Standing Committee.

48(I) Each Standing Committee shall elect a chairman at the first meeting of the Standing Committee after each annual general meeting of the Association and shall, at the same time, appoint a deputy chairman to assist, to deputise for the chairman and to be prospective chairman (subject to election). Unless removed from office as herein provided, the chairman and deputy chairman of a Standing Committee shall serve for the period of two years and the other members of a Standing Committee shall serve for the period of three years. The chairman of a Standing Committee and members of a Standing Committee shall not be eligible for re-election or re-appointment to that Standing Committee during the year following completion of service of the prescribed time, except that, in the case of a member of a Standing Committee who becomes the chairman or deputy chairman of it, his service as a member of the Standing Committee shall be disregarded.

48(J) Each Special Interest Group shall consist of Members, Associate Members, and such other persons as the UK Management Committee shall direct. Each Special Interest Group shall be governed by the provisions of its own constitution which shall provide, inter alia, that at least one of the Officers of the Association shall be entitled to receive notice of, and attend and vote at, and be counted in the quorum of every meeting of the Special Interest Group. Where, in the opinion of the UK Management Committee, the scale of the operation requires it, the UK Management Committee shall direct a Special Interest Group to reconstitute itself as a Section. The UK Management Committee may terminate a Special Interest Group at any time.

48(K) Each Section of the Association, shall consist of Members, Associate Members, and such other persons as the UK Management Committee shall direct. Each Section shall be governed by the provisions of a constitution which shall provide, inter alia, that at least one of the Officers of the Association shall be entitled to receive notice of, and attend and vote at, and be counted in the quorum of every meeting of the Section.

48(L) Each Working Group, shall consist of Members, Associate Members and such other persons as the UK Management Committee shall direct.

Proceedings of the UK Management Committee

49(A) The UK Management Committee shall meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit and determine the quorum necessary for the transaction of business. Unless otherwise determined, five Trustees present shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In the case of equality of votes, the chairman shall have a second or casting vote.

49(B) A Trustee may participate in a meeting of the UK Management Committee by means of a conference telephone or similar communication equipment whereby all the Trustees participating in the meeting can hear each other, and Trustees participating in this manner shall be counted in the quorum and shall be entitled to vote. The meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is located.

50. A Trustee may, and, on the request of a Trustee, the honorary secretary shall, at any time, summon a meeting of the UK Management Committee by notice served upon the several members of the UK Management Committee. A member of the UK Management Committee who is absent from the United Kingdom shall not be entitled to notice of a meeting. In this paragraph, references to notice include the use of electronic communications, subject to such terms and conditions as the UK Management Committee may decide.

50. The president of the Association shall preside as chairman at every meeting of the UK Management Committee, but if there shall be no such president, or if, at any meeting, he shall not be present within five minutes after the time appointed for holding the same, or shall be unwilling to preside, the president-elect shall preside, or, if he shall be unwilling or not present, the Trustees present shall choose one of their number to be the chairman of the meeting.

51. The UK Management Committee shall cause proper minutes to be made of the proceedings at all meetings of the Association, the UK Management Committee and committees of the UK Management Committee, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be sufficient evidence, without any further proof, of the facts therein stated.

52. A resolution in writing signed by all the Trustees, for the time being, or all the voting members of any committee of the UK Management Committee who are entitled to receive notice of a meeting of the UK Management Committee, or of such committee shall be valid and effectual as if it has been passed at a meeting of the UK Management Committee or of such committee duly convened and constituted.

53. Subject to the provisions of the Act, the memorandum and articles and to any directions given by special resolution, the business and affairs of the Association shall be managed by the Trustees, who may exercise all the powers of the Association. No alteration of the memorandum or articles, and no such direction, shall invalidate any prior act of the Trustees which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the Trustees by the articles and a meeting of the UK Management Committee at which a quorum is present may exercise all powers exercisable by the Trustees.

54. The UK Management Committee may delegate any of the day to day management of the Association to an administrative director appointed by the UK Management Committee, who need not be a Member of the Association. Any such delegation may be made subject to any conditions the UK Management Committee may impose and may be revoked or altered at any time.

55. The UK Management Committee may delegate any of its powers to committees consisting of such member or members of the UK Management Committee as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulation imposed on it by the UK Management Committee. The meetings and proceedings of such committee shall be governed by the provisions of these presents for regulating meetings and proceedings of the UK Management Committee so far as applicable and so far as the same shall not be superseded by any regulations made by the UK Management Committee.

The seal

56. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the UK Management Committee and in the presence of at least two of the Trustees, and the said Trustees shall sign every instrument to which the seal shall be so affixed in their presence and in favour of any purchaser or person bona fide dealing with the Association, such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.

Accounts

57. The UK Management Committee shall cause proper books of account to be kept in respect to:

(A) all sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place;

(B) all sales and purchases of goods by the Association; and

(C) the assets and liabilities of the Association.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Association and to explain its transactions.

58. The books of account shall be kept at the Office, or, subject to Section 222 of the Act, at such other place or places as the UK Management Committee shall think fit, and shall always be open to the inspection of the members of the UK Management Committee and the Finance Standing Committee.

59. The UK Management Committee shall, from time to time, determine whether, and to what extent, and at what times and places, and under what conditions or regulations, the accounts and books of the Association, or any of them, shall be open to the inspection of Members, not being members of the UK Management Committee, or the Finance Standing Committee and no Member (not being a member of the UK Management Committee or the Finance Standing Committee) shall have any right of inspecting any account or book or document of the Association, except as conferred by statute or authorised by the UK Management Committee, or by the Association, in general meeting.

60. At the annual general meeting in every year, the UK Management Committee shall lay before the Association a proper income and expenditure account for the period since the last preceding account (or, in the case of the first account, since the incorporation of the Association) made up to a date not more than nine months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the UK Management Committee and the auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements, for the time being, in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall, not less than twenty-one clear days before the date of the meeting, subject, nevertheless, to the provisions of Section 238(4) of the Act be sent to the auditors and to all other persons entitled to receive notices of general meetings in the manner in which notices are hereinafter directed to be served. The auditors' report shall be open to inspection and be read before the meeting, as required by Section 241 of the Act.

 

Audit

61. Once, at least, in every year, the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified auditor or auditors.

62. Auditors shall be appointed, and their duties regulated, in accordance with Sections 236, 237, 241, 247, 252, 262, 384 to 392 and 713 of the Act.

Notices

63. A notice may be served by the Association upon any Member, either personally or by sending it through the post in a pre-paid letter, addressed to such Member at his registered address, as appearing in the register of members or, where appropriate, by sending it using electronic communications to an address for the time being notified by the Member concerned to the association for that purpose or by publication on a website in accordance with the Act or by any other means authorised in writing by the Member concerned.

64. Any Member described in the register of members by an address not within the United Kingdom, who shall, from time to time, give the Association an address within the United Kingdom at which notices may be served upon him, shall be entitled to have notices served upon him at such address. Any Member whose registered address is not within the United Kingdom and who gives to the Association an address for the purposes of electronic communications may, at the absolute discretion of the UK Management Committee, have notices or documents sent to him at that address. Save as aforesaid, and as provided by the Act, only those Members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Association.

65. Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such services, it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a pre-paid letter. Any notice served or delivered by the Association by means of a relevant system shall be deemed to have been served or delivered when the Association or any sponsoring system-participant acting on its behalf sends the issuer-instruction relating to the notice. Any notice or document sent by the Association using electronic communication shall be deemed to have been received on the day following that on which it was sent. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued from time to time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. Any notice or document served, sent or delivered by the Association by any other means authorised in writing by the Member concerned shall be deemed to have been served, received or delivered when the Association has carried out the action it has been authorised to take for that purpose.

Dissolution

66. Clause 9 of the memorandum of association, relating to the winding up and dissolution of the Association, shall have effect as if the provisions thereof were repeated in these articles.

Indemnity

67. Subject to the provisions of the Act, every Trustee of the Association shall be indemnified out of the assets of the Association against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association.