A3 Memorandum & Articles of Association
THE ASSOCIATION OF JUNGIAN ANALYSTS
Company Number 1328178
MEMORANDUM & ARTICLES OF ASSOCIATION
Incorporated the 1st day of September 1977
The Companies Acts 1948 to 1976
COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
ASSOCIATION OF JUNGIAN ANALYSTS LTD
(as altered by Special Resolutions passed on the 9th day of July 1992,
the 5th day of July 1994 ,the 9th day of January 1996, and the 6th day of July 2010)
1. The name of the Company (herein after called ‘the Association’) is
‘ASSOCIATION OF JUNGIAN ANALYSTS LIMITED’.
2. The registered office of the Association will be situated in England.
3. The objects for which the Association is established are to advance for the
public education, training and research in the Jungian method of analytical psychology, its principles, practice and application and analytical psychology in general and to publish the useful results of such research and in furtherance of those objects but not further or otherwise the Association shall have the following powers:-
(A) To provide by means of the establishment or maintenance of a clinic or otherwise for the analysis according to the principals of the Jungian method of analytical psychology of any persons, and the physical or mental treatment according to the principals of the Jungian method of analytical psychology of patients suffering from mental and nervous diseases and disorders of any kind.
(B) To provide for the education and training (by means of lectures, classes, seminars, experiments, demonstrations or otherwise), and for the selection and testing (by written or oral, theoretical or practical examinations of any kind or otherwise) in accordance with standards to be from time to time prescribed by the Association of candidates desirous of becoming analysts according to the Jungian method of analytical psychology, and to grant certificates or diplomas to trained and qualified candidates.
(C) To promote and encourage the development of the Jungian method of analytical psychology and its principles and the improvement of its methods and practice, and to promote, encourage and carry on research work with regard to the conscious and unconscious processes of the psych and their relation to the structure and function of society in so far as they are determined by psychological processes and their relation to mental nervous and physical diseases of individuals and to publish the useful results of such research.
(D) To promote or provide public or private lectures, seminars, discussions and classes designed to increase generally the knowledge of the Jungian method of analytical psychology, its principles and methods and the benefit that may accrue from its practice.
(E) To provide, maintain and manage accommodation for patients under treatment, hostels, nursing homes and other treatment centres, and any such other accommodation as may seem expedient for the treatment and care, education or training and selection or testing of any persons, whether patients or not, and for servants and agents of the Association.
(F) To employ and pay practicing analysts, psychiatric social workers, speech therapists, medical and surgical officers, matrons, sisters, nurses, superintendents, secretaries, clerks, agents, assistants, attendants, and servants of any kind, and other persons or bodies whose services are necessary for carrying out any of the objects of the Association.
(G) To provide, maintain and manage libraries for analysts relevant to the Jungian methods of analytical psychology and other persons and all other institutions as may be necessary.
(H) To apply for, promote and obtain any Act of Parliament, Charter, Licence or Order, which may be necessary in connection with any of the said objects, and to oppose any proposals, proceedings or applications which may prejudice the interests of the Association.
(I) To enter into, carry out and comply with any arrangements with any governmental or local authority or department or official or statutory agency, which are necessary for the said objects or any of them, and to enter into and carry out any arrangement for joint working or co- operation with any persons of bodies (whether or not incorporated) carrying on, otherwise than for profit, work, wholly or partially, similar to any work for the time being carried on by the Association.
(J) To raise, collect, and accept money and funds by way of subscriptions, periodical contributions, donations, legacies, grants, payments for services or otherwise in such manner and subject to such conditions as may be lawful, and to accept and receive gifts or grants of property of any description, real or personal, whether subject or not to any special trusts and to make such charges for the maintenance, care and nursing of patients or special classes of patients or for any publications of the Association, or for the use or special use of any of the property of the Association as it may think fit.
(K) To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain, demolish and alter buildings or erections.
(L) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association.
(M) To acquire and exploit copyrights and rights and licences to use any copyright material in literacy, dramatic, musical and artistic works of any kind and in cinematographic films, tapes cassettes and audio-visual processes (whether or not known or discovered) and to print, publish, manufacture, produce, issue, and circulate (whether gratuitously or otherwise) any books, reports, pamphlets, journals, films, tapes, cassettes, audio-visual tapes and cassettes, gramophone records and other documents and material.
(N) To undertake and execute any charitable trusts which may lawfully be undertaken by the Association.
(O) To borrow or raise money on such terms and on such security as may be thought fit.
(P) To invest the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time be imposed or required by law and subject also as hereinafter provided.
(Q) To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes.
(R) To pay the expenses of and necessary to the formation and incorporation of the Association and its registration with the Charity Commissioners for England and Wales.
(S) To make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows or other dependents.
(T) To apply money representing capital or accumulations of income of the Association in effecting and maintaining policies of insurance on the life of a person as a result of whose death fiscal liability might be imposed on the Association but for a sum assured not exceeding the expected amount of such liability and including any policy in which the sum assured is payable only in event of a death before a date specified in such policy.
(U) To do all or any of the above things as principals, agents, trustees or otherwise, and by or through trustees, agents or otherwise.
(V) To do all such other things as are necessary for furtherance of the said objects or any of them.
(i) In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
(ii) The Association’s objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
(iii) In case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Council of Management or Governing Body of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Council of Management or Governing Body have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division, the Charity Commissioners over such Council of Management or Governing Body, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Association were not incorporated.
4. The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and not portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Association and no member of its Council of Management or Governing Body shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Association.
Provided that nothing herein shall prevent any payment in good faith by the Association –
(A) of reasonable and proper remuneration to any member, officer or servant of the Association (including, in accordance with the law, a member of its Council of Management or Governing Body) for any services rendered to the Association:
(B) of interest at a rate not exceeding 6 per cent per annum on money lent or reasonable and proper rent for premises demised or let by any member of the Association or of its Council of Management or Governing Body:
(C) to any member of its Council of Management or Governing Body of out-of-pocket expenses:
(D) to a company of which a member of the Association or of its Council of Management or Governing Body may be a member holding not more than one hundredth part of the capital of such company.
(E) of the usual professional charges for business done by any member of the Council of Management who is solicitor, accountant or other person engaged in a profession, or by any partner of his or hers, when instructed by the charity to act in a professional capacity on its behalf: Provided that at no time shall a majority of the members of the Council of Management benefit under this provision and that a member of the Council of Management shall withdraw from any meeting at which his or her appointment or remuneration or that of his or her partner is under discussion.
(F) of reasonable and proper rent for premises demised or let by any member of the Company or a member of the Council of Management.
5. The liability of the members is limited.
6. Every member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Association contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £1 (One Pound).
7. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its other members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 of its Memorandum of Association, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.
We, the several persons whose names and addresses are subscribed, are desirous
of being formed into a Company in pursuance of this Memorandum of Association.
NAMES, ADDRESSES & DESCRIPTIONS OF SUBSCRIBERS
19 Burgess Hill
MRS. HELLA ADLER
19 Burgess Hill
JOHN V. NICHOLAS
30b Heath Drive
London NW3 7SB
BARONESS VERA von der HEYDT
21 Lennox Gardens
3 Nottingham Place
London W1M 3FN
62 Wimpole Street
London W1M 7DE
19 Moreton Road
Oxford OX2 7AX
DATED this 13th day of June 1977 WITNESS to the above Signatures –
A.E. Duddington, 17 Onslow Gardens, London N10
The Companies Acts 1948 to 1976
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
ASSOCIATION OF JUNGIAN ANALYSTS LTD
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 –
The Act……………………………… The Companies Act 1948.
These presents………………….. These Articles of Association, and
the regulations of the Association
from time to time in force.
The Association……………….. The above named Company.
The Council……………………… The Council of Management for
the time being of the Association.
The Office…………………………. The registered office of the
The Seal……………………………. The common seal of the
The United Kingdom………. Great Britain & Northern Ireland.
Month………………………………. Calendar month.
In writing…………………………. Written, printed or lithographed or
partly one and partly another, and
other modes of representing or re-
producing words in a visible form.
And 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: and Words importing persons shall include corporations.
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 fifty, but the Council may from time to time register an increase of members.
3. The provisions of section 110 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 as the Council shall admit to membership in accordance with the provisions hereinafter contained shall be members of the Association.
6. No person shall be eligible for election as a member of the Association unless he is, in the opinion of the Council, a person whose work and interests will further the aims of the Association. No firm or other unincorporated association may as such become a member of the Association.
7. Every applicant for election as a member of the Association shall submit to the Council or a Committee designated by the Council an application in writing for election. Such application shall be in such form and shall contain such particulars as the Council may from time to time require, and shall be signed by the applicant, and if the applicant is a corporation shall be signed on behalf of the corporation by some person duly authorised in that behalf. Every such application for election shall be considered by the Council and may be acceded to or refused at their absolute discretion. Every decision of the Council in relation to any application for membership or as to whether any member has ceased to be qualified, shall be final and and conclusive and the Council shall not be bound to give any reason.
8. Every member shall on election pay such entrance fee (if any) as may from time to time be prescribed by regulations made by the Council pursuant to Article 42 and in every year while he remains a member pay an annual subscription of such amount and on such date as may be prescribed as aforesaid. In prescribing such fees and subscriptions as aforesaid the Council may have regard to such considerations as it shall think fit, and the amounts may be different in the cases of individuals and of corporations and/or as between certain classes of individuals and others and/or between certain classes of corporations and others. Until otherwise determined by the Council no entrance fee shall be payable, and the annual subscription for all members shall be £20 (Twenty pounds).
9. The rights and privileges of a member of the Association shall not be transferable or transmissible. Every member of the Association shall be bound to further to the best of his ability the objects, interests and influence of the Association and shall observe all regulations of the Association made pursuant to Article 42.
10. Upon the subscription of a member becoming six months overdue all his rights and privileges of membership shall be forfeited. He shall at the expiration of such six months cease to be a member and his name may be posted in an arrears list in the offices of the Association. His arrears of subscription shall remain a debt due to and recoverable by the Association. The Council shall have power to reinstate such member upon such terms and conditions as the Council shall think fit.
11. A member shall ipso facto cease to be a member:-
(A) When the provisions of the last preceding Article shall apply to him.
(B) If he shall by notice in writing to the Association have resigned his membership.
(C) If a resolution is passed by a three-fourths majority of the member present at a meeting of the Council, with a quorum consisting of not less than one-half of the members of the Council for the time being, that he cease to be a member.
(D) If being a corporation an order be made or an effective resolution be passed for the winding up of such corporation (except for the purposes of reconstruction).
(E) If being an individual, he become bankrupt, or compound or make any arrangement with his creditors.
(F) If he fail in observance of any of the regulations of the Association, or be guilty of conduct which, in the opinion of the Council, unfits him to continue a member of the Association and the Council, after having given him an opportunity of being heard upon the question of such conduct before the Council or before a Committee of the Council, pass a resolution excluding him from the Association.
12. A resigning member shall remain liable for and shall pay to the Association all subscriptions falling due before the time at which he shall have given notice in writing of his resignation. A member of the Association who ceases from any cause to be a member shall remain liable to pay and shall pay to the Association all subscriptions and other sums of money which at the date on which his membership ceased were due from him to the Association, or which may by virtue of his liability under the Memorandum of Association become payable by him.
13. The Council may admit to Honorary Membership any person whom the Council may consider it advisable to elect as an Honorary Member, and any person so elected shall not be required to sign the application form mentioned in Article 7, or to pay any subscription, or to be under any liability in the event of the Association being wound up. Honorary Membership shall not entitle any Honorary Member to participate in any of the affairs of the Association or to attend any meetings thereof, or to receive as an matter of right the publications of the Association, but an Honorary Member may at the instance of the Council be entitled to attend at any meeting to advise and assist in matters of importance or difficulty, but shall not be entitled to vote thereat. The Honorary Membership of any Honorary Member may at any time be revoked and determined by a resolution of the Council to that effect. A separate register of Honorary Members shall be kept by the Association.
14. 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 Council, 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 or in the following year.
15. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
16. The Council may whenever they think 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 132 of the Act.
17. Thirty-one days’ notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution, and fourteen days’ notice in writing at the 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 of the day for which it is given), specifying the place, the day and the hour of meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to such persons (including the Independent examiners) as are under these presents or under the Act entitled to receive such notices from the Association: but with the consent of all the 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.
18. 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
19. 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 Council and of the Independent examiners, the election of members of the Council in the place of those retiring, and the appointment of, and the fixing of the remuneration of, the Independent examiners.
20. 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 five members personally present shall be a quorum.
21. 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 Council 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.
22. The Chairman (if any) of the Association shall preside as Chairman at every General Meeting, but if there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members present shall choose some member of the Council, or if no such member be present, or if all the members of the Council present decline to take the chair, they shall choose some member of the Association who shall be present to preside.
23. 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 an adjournment, or of the business to be transacted at an adjourned meeting.
24. 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 proxy, or by a member or members present in person or by proxy 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.
25. Subject to the provisions of Article 26 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.
26. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.
27. 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.
28. 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
29. Subject as hereinafter provided, every member shall have one vote.
30. 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 either personally or by proxy, or as a proxy for another member, at any General Meeting.
31. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall have no vote, but a proxy for a corporation may vote on a show of hands. A corporation may vote by its duly authorised representative appointed as provider by section 139 of the Act. A proxy must be a member.
32. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if such appointor is a corporation under its common seal, if any, and, if none, then under the hand of some officer duly authorised in that behalf.
33. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notorially certified or office copy thereof shall be deposited at the office not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.
34. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.
35. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit –
“a member of
“and failing him,
“to vote for me and on my behalf at the (Annual or Extraordinary,
“or Adjourned, as the case may be) General Meeting of the Association
“to be held on the day of 19 , and at every
“As witness my hand this day of 19 “.
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
COUNCIL OF MANAGEMENT
36. Until otherwise determined by a General Meeting, the number of members of the Council shall not be less than 5 nor more than 15.
37. The first members of the Council shall be the subscribers to the Memorandum of Association.
38. The Council may from time to time and at any time appoint any member of the Association as a member of the Council, either to fill a casual vacancy or by way of addition to the Council, provided that the prescribed maximum be not thereby exceeded. Any member so appointed shall retain his office only until the next Annual General Meeting, but he shall then be eligible for re-election.
39. No person who is not a member of the Association shall in any circumstances be eligible to hold office as a member of the Council.
40. The Association may in General Meeting elect a Chairman of the Association who shall hold office for three years or such other period as the Association in General Meeting may prescribe. The Chairman shall be ex officio a member of the Council during his term of office and shall not during such term be subject to the provisions for rotation of Council Members hereinafter contained.
41. Any member may be appointed or elected as a member of the Council whatever may be his age, and no member of the Council shall be required to vacate his office by reason of his attaining or having attained the age of seventy years or any other age.
POWERS OF COUNCIL
42. The business of the Association shall be managed by the Council who may pay all such expenses of, and preliminary and necessary for, the promotion, formation, establishment and registration of the Association as they think fit, and may exercise all such powers of the Association, and do on behalf of the Association all such acts as may be exercised and done by the Association, and as are not by statute or by these presents required to be exercised or done by the Association in General Meeting, subject nevertheless to any regulations of these presents, to the provisions of the statutes for the time being in force and affecting the Association. The Council may also make such regulations, being not inconsistent with the aforesaid regulations and provisions, as it may from time to time think fit and all regulations so made shall be binding upon all the members of the Association.
43. The members for the time being of the Council may act notwithstanding any vacancy in their body; provided always that in case the members of the Council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these presents, it shall be lawful for them to act as the Council for the purpose of admitting persons to membership of the Association, filling up vacancies in their body, or of summoning a General Meeting, but not for any other purpose.
44. The Secretary shall be appointed by the Council for such time, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The provisions of sections 177 and 179 of the Act shall apply and be observed. The Council may from time to time by resolution appoint an assistant or deputy Secretary if there be no Secretary or no Secretary capable of acting.
45. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Council, and in the presence of at least two members of the Council and of the Secretary, and the said members and Secretary 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.
DISQUALIFICATION OF MEMBERS OF THE COUNCIL
46. The office of a member of Council shall be vacated –
(A) If a receiving order is made against him or he makes any arrangement or composition with his creditors.
(B) If he becomes of unsound mind
(C) If he ceases to be a member of the Association.
(D) If by notice in writing to the Association he resigns his office.
(E) If he ceases to hold office by reason of any order made under section 188 of the Act.
(F) If he is removed from office by a resolution duly passed pursuant to section 184 of the Act.
ROTATION OF MEMBERS OF THE COUNCIL
47. At the first Annual General Meeting and at the Annual General Meeting to be held in every subsequent year, one-third of the members of the Council for the time being, or if their number is not a multiple of three then the number nearest to one-third, shall retire from office.
48. The members of Council to retire shall be those who have been longest in office since their last election or appointment. As between members of equal seniority, the members to retire shall in the absence of agreement be selected from among them by lot. The length of time a member has been in office shall be computed from his last election or appointment. A retiring member of Council shall be eligible for re-election.
49. The Association may, at the meeting at which a member of the Council retires in manner aforesaid, fill up the vacated office by electing a person thereto; and in default the retiring member shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-election of such member shall have been put to the meeting and lost.
50. No person not being a member of the Council retiring at the meeting shall, unless recommended by the Council for election, be eligible for election to membership of the Council at any General Meeting unless within the prescribed time before the day appointed for the meeting there shall have been given to the Secretary notice in writing, by some member duly qualified to be present and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing, signed by the person to be proposed, of his willingness to be elected. Proposals and statements of willingness to be elected shall be addressed to the Honorary Secretary at the Association’s Registered office. The prescribed time above mentioned shall be such that, between the date when the notice is served, or deemed to be served, and the day appointed for the meeting there shall be not less than seventeen nor more than thirty-one intervening days.
51. The Association may from time to time in General Meeting increase or reduce the number of members of the Council, and determine in what rotation such increased or reduced number shall go out of office, and may make the appointments necessary for effecting any such increase.
52. In addition and without prejudice to the provisions of section 184 of the Act, the Association may by Extraordinary Resolution remove any member of the Council 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.
PROCEEDINGS OF THE COUNCIL
53. The Council may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, three shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of any equality of votes the Chairman shall have a second or casting vote.
54. A member of the Council may, and on the request of a member of the Council the Secretary shall, at any time, summon a meeting of the Council by notice served upon the several members of the Council. A member of the Council who is absent from the United Kingdom shall not be entitled to notice of a meeting.
55. The Chairman of the Association shall be entitled to preside at all meetings of the Council at which he shall be present, but if at any meeting the Chairman be not present within five minutes after the time appointed for holding the meeting and willing to preside, the members of the Council present shall choose one of their number to be Chairman of the meeting.
56. A meeting of the Council at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Association for the time being vested in the Council generally.
57. The Council may delegate any of their powers to committees consisting of such member or members of the Council as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Council. The meetings and proceedings of any such committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the Council.
58. All acts bona fide done by any meeting of the Council or of any committee of the Council, or by any person acting as a member of the Council, shall notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Council.
59. The Council shall cause proper minutes to be made of all appointments of officers made by the Council and of the proceedings of all meetings of the Association and of the Council and of committees of the Council, 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 further proof of the facts therein stated.
60. A resolution in writing signed by all the members for the time being of the Council or of any committee of the Council who are entitled to receive notice of a meeting of the Council or of such committee shall be as valid and effectual as if it had been passed at a meeting of the Council or of such committee duly convened and constituted.
61. The Council shall cause proper books of account to be kept with 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 affairs of the Association and to explain its transactions.
62. The books of account shall be kept at the office, or, subject to section 147 (3) of the Act, at such other place or places as the Council shall think fit, and always be open to the inspection of the members of the Council.
63. The Council 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 Council, and no member (not being a member of the Council) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Council or by the Association in General Meeting.
64. At the Annual General Meeting in every year the Council 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 four 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 Council and the Independent examiners, 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 158 (1) (c) of the Act, be sent to the Independent examiners 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 Independent examiners’ report shall be open to inspection and be read before the meeting as required by section 14 of the Companies Act 1967.
65. 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 Independent examiner or Independent examiners as required by the 1993 Charities Act.
66. Independent examiners shall be appointed and their duties regulated in accordance with sections 159 to 161 of the Act and section 14 of the Companies Act 1967, the members of the Council being treated as the Directors mentioned in those sections.
67. A notice may be served by the Association upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members.
68. 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, but, 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.
69. 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 service 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.
70. The Council of Management shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.
71. The Council of Management shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.
72. Subject to the provisions of the 1985 Companies Act (or any statutory re-enactment or modification of that Act) every member of the Council of Management or other officer or auditor of the Charity shall be indemnified out of the assets of the Charity 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 affairs of the Charity.
1) The Council of Management may from time to time make such rules or bye laws as it deems necessary or expedient or convenient for the proper conduct and management of the Charity and for the purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate:
(i)the admission and classification of the members of the Charity (including the admission of organisations to membership) and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fee, subscriptions and other fees or payments to be made by members;
(ii) the conduct of members of the Charity in relation to one another, and to the Charity’s staff;
(iii) the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes;
(iv) the procedure at general meetings and meetings of the Council of Management and committees of the Council of Management in so far as such procedure is not regulated by the articles;
(v)generally, all such matters as are commonly the subject matter of company rules.
2) The Charity in general meeting shall have power to alter, add to or repeal the rules or bye laws and the Council of Management shall adopt such means as it thinks sufficient to bring to the notice of members of the Charity all such rules or bye laws, which shall be binding on all members of the Charity. Provided that no rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the memorandum or the articles.
NAMES, ADDRESSES & DESCRIPTIONS OF SUBSCRIBERS
19 Burgess Hill
MRS. HELLA ADLER
19 Burgess Hill
JOHN V. NICHOLAS
30b Heath Drive
London NW3 7SB
BARONESS VERA von der HEYDT
21 Lennox Gardens
3 Nottingham Place
London W1M 3FN
62 Wimpole Street
London W1M 7DE
19 Moreton Road
Oxford OX2 7AX
DATED this 13th day of June 1977 WITNESS to the above Signatures –
A.E. Duddington, 17 Onslow Gardens, London N10