British Eating Disorders Society Articles of Association

Approved June 11th 2017

NAME
1. The name of the organisation shall be the British Eating Disorders Society

OBJECTS
The objects (‘Objects’) of the Society are specifically restricted to the following:
2. (a) Improve awareness of eating disorders, and the care and
treatment of people with eating disorders and their families.
(b) Represent people working in the field of eating disorders across the United Kingdom.

3. The Society will aim to achieve these objects by means of the following activities:
(a) Promote communication, collaboration and consensus amongst people working in the field of eating disorders, especially across disciplines, professions, academic and clinical settings and sectors.
(b) Identify and promote best practice in working with people with eating disorders and their families.
(c) Develop collaborative relationships with any other organisation that shares similar aims to these.
(d) Represent the views of people working with those who have eating disorders and their families to the media, the public, businesses, government and other relevant bodies and on Committees, working parties or other groups formed to progress aims similar to the aims of this organisation. A member may be authorised to speak on behalf of the organisation if they are already an officer of the Management Committee, or they are co-opted by the Committee to undertake such a role.

POWERS
4. The Society has power to do anything which is calculated to further its Objects or is conducive or incidental to doing so. In particular, the Society has power to:

(a) Obtain, collect and receive money or funds by way of contributions, membership fees, donations, grants and any other lawful method towards the aims of the Society.
(b) Associate with other national and international professional groups, and voluntary organisations in a common effort to carry out the aims of the Society.
(c) Do all such lawful things as will further the aims of the Society.

APPLICATION OF INCOME AND PROPERTY
5. The income and property of the Society shall be applied solely towards the promotion of the Objects.

REIMBURSEMENT OF EXPENSES RELATED TO SOCIETY ACTIVITY
6. A member of the Management Committee is entitled to be reimbursed from the property of the Society or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Society.

BENEFITS AND PAYMENT TO MEMBERS OF THE MANAGEMENT COMMITTEE AND CONNECTED PERSONS
7. No member of the Management Committee or connected person may:

(a) Buy any goods or services from the Society on terms preferential to those applicable to members of the Society.
(b) Sell goods, services, or any interest in land to the Society.
(c) Be employed by, or receive any remuneration from, the Society.
(d) Receive any other financial benefit from the Society.

In this article a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a monetary value.

DECLARATION OF INTERESTS OF MANAGEMENT COMMITTEE MEMBERS
8. A member of the Management Committee must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Society or in any transaction or arrangement entered into by the Society which has not previously been declared. A member of the Management Committee must absent himself or herself from any discussions of the Society’s Management Committee in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Society and any personal conflict (including but not limited to any personal financial interest).

CONFLICTS OF INTERESTS AND CONFLICTS OF LOYALTIES
9.
(1) If a conflict of interests arises for a member of the Management Committee because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in the articles, the unconflicted members of the Management Committee may authorise such a conflict of interests where the following conditions apply:
(a) The conflicted member of the Management Committee is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;
(b) the conflicted member of the Management Committee does not vote on any such matter and is not to be counted when considering whether a quorum of members of the Management Committee is present at the meeting; and
(c) the unconflicted members of the Management Committee considers it is in the interests of the Society to authorise the conflict of interests in the circumstances applying.

(2) In this article a conflict of interests arising because of a duty of loyalty owed to another organisation or person only refers to such a conflict which does not involve a direct or indirect benefit of any nature to a member of the Management Committee or to a connected person.

MEMBERSHIP
10.
(1) The subscribers to this memorandum are the first members of the Society.
(2) Membership is open to other individuals on payment of the membership fee which shall from time to time be set by the Management Committee, provided that they are working with people with an eating disorder and/or their families.
(3) Membership is not transferable.
(4) The Management Committee must keep a register of names and addresses of the members.

11. Organisations and individuals may be granted associate membership at the discretion of the Management Committee, but will not be full members of the Society.
12. Applications for membership may be approved by the Secretary providing they are sponsored by at least one existing member of the organisation.
13. Any data stored by the Society will comply with the Principles of Data Protection as detailed in the Data Protection Act 1998.
14. Membership will be on an individual basis with each member being eligible to vote at the Annual General Meeting (AGM) in person or by any other means the Management Committee deems appropriate.

TERMINATION OF MEMBERSHIP

15. Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist;
(2) the member resigns by written notice to the Society unless, after the resignation, there would be less than two members;
(3) any sum due from the member to the Society is not paid in full within six months of it falling due;
(4) the member is removed from membership by a resolution of the Management Committee that it is in the best interests of the Society that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
(a) the member has been given at least twenty-one days’ notice in writing of the meeting of the Management Committee at which the resolution will be proposed and the reasons why it is to be proposed;
(b) the member or, at the option of the member, the member’s representative (who need not be a member of the Society) has been allowed to make representations to the meeting, either in writing or in person at the meeting;
(c) the resolution is passed by a 75% majority of all members of the Management Committee

GENERAL MEETINGS

16.
(a) An Annual General Meeting (AGM) shall be held within 12 months of the date of the adoption of this constitution and each year thereafter.
(b) Notices of the AGM shall be published at least 4 weeks
beforehand and a report on the Society’s financial position for the previous year will be made available at the same time.
(c) The Management Committee will utilise whatever means are practically available to enable members who cannot attend in person to participate in voting at AGMs.
(d) A Special General Meeting may be called at any time at the request of the Management Committee, or not less than one quarter of the membership. A notice explaining the place, date, time and reason shall be sent to all members three weeks beforehand.

17. The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Society.

PROCEEDINGS AT GENERAL MEETINGS
18. One third of the total membership or four members being present in person or by proxy, whichever is the lesser, and entitled to vote upon the business to be conducted at the meeting, shall enable a General Meeting to take place.

19.
(1) If:
(a) a quorum is not present within half an hour from the time appointed for the meeting, or
(b) during a meeting a quorum ceases to be present;
the meeting shall be adjourned to the same day in the next week, at the same time and place, or at such other time and place as the Management Committee shall determine.
(2) The Management Committee must reconvene the meeting and must give at least seven clear days’ notice of the reconvened meeting stating the date, time and place of the meeting.
(3) If no quorum is present at the reconvened meeting within half wean hour of the time specified for the start of the meeting the members present in person or by proxy at that time shall constitute the quorum for that meeting.

20.
(1) General Meetings shall be chaired by the Chair of the Management Committee, or in their absence the Vice-Chair of the Management Committee, provided they are willing to chair the General Meeting and the members present agree.
(2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting, or they or the members present are not in agreement with this arrangement, the members present shall choose another member of the Management Committee to chair the meeting.
(3) If there is only one member of the Management Committee present and willing to act, he or she shall chair the meeting.
(4) If no member of the Management Committee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present in person or by proxy and entitled to vote must choose one of their number to chair the meeting.

21.
(1) The members present in person or by proxy at a meeting may resolve by ordinary resolution that the meeting shall be adjourned.
(2) The person who is chairing the meeting must decide the date, time and place at which the meeting is to be reconvened unless those details are specified in the resolution.
(3) No business shall be conducted at a reconvened meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
(4) If a meeting is adjourned by a resolution of the members for more than 30 days, notice of the adjourned meeting will be given as outlined in Article 16.

22.
(1) Any vote at a meeting that has not been previously agreed to be held by other means shall be decided by a show of hands unless before, or on the declaration of the result of, the show of hands a poll is demanded:
(a) by the person chairing the meeting; or
(b) by at least three members present in person or by proxy and having the right to vote at the meeting; or
(c) by a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
(2)
(a) The declaration by the person who is chairing the meeting of the result of a vote shall be conclusive unless a poll is demanded.
(b) The result of the vote must be recorded in the minutes of the Society but the number or proportion of votes cast need not be recorded.
(3)
(a) A demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the person who is chairing the meeting.
(b) If the demand for a poll is withdrawn the demand shall not invalidate the result of a show of hands declared before the demand was made.
(4)
(a) A poll must be taken as the person who is chairing the meeting directs, who may appoint scrutineers (who need not be members) and who may fix a time and place for declaring the results of the poll.
(b) The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
(5)
(a) No poll shall be demanded on the election of a chair of a meeting or on any question of adjournment.
(b) A poll demanded on any other question must be taken either immediately or at such time and place as the person who is chairing the meeting directs.
(c) The poll must be taken within thirty days after it has been demanded.

(d) If the poll is not taken immediately at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken. On a poll votes may be given in person or by proxy.
(e) If a poll is demanded the meeting may continue to deal with any other business that may be conducted at the meeting.

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

24. No outcome of a vote or poll at a General Meeting shall invalidate any prior act of the Management Committee which would have been valid if such a resolution had not been made at the General Meeting.

PROPOSALS FOR RESOLUTION
25. Proposals for resolution, to be considered by the Management Committee for inclusion on the AGM agenda, must be received by the Society at least 28 days prior to the general meeting. Ordinary Proposals should:
(1) be proposed and seconded by paid-up full (not supporter) members;
(2) in the interests of economy and clarity, not exceed 300 words, including any supporting material;
(3) propose some form of action;
(4) propose one single action i.e. they must not be composite proposals;
(5) not simply comprise a statement of opinion.

CONTENT OF PROXY NOTICES

26.
(1) Proxies may only validly be appointed by a notice in writing (a ‘proxy notice’) which –
(a) states the name and address of the member appointing the
proxy;
(b) identifies the person appointed to be that member’s proxy and the General Meeting in relation to which that person is appointed;
(c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the executives may determine; and
(d) is delivered to the Society in accordance with the articles and any instructions contained in the notice of the General Meeting to which they relate.
(2) The Society may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

(4) Unless a proxy notice indicates otherwise, it must be treated as
(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
(b) appointing that person as a proxy in relation to any adjournment of the General Meeting to which it relates as well as the meeting itself.

DELIVERY OF PROXY NOTICES

27.
(1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a General Meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Society by or on behalf of that person.
(2) An appointment under a proxy notice may be revoked by delivering to the Society a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.

WRITTEN RESOLUTIONS

28.
(1) A resolution in writing agreed by a simple majority (or in the case of a special resolution by a majority of not less than 75%) of the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective provided that:
(a) a copy of the proposed resolution has been sent to every eligible member;
(b) a simple majority (or in the case of a special resolution a majority of not less than 75%) of members has signified its agreement to the resolution;
(c) it is contained in an authenticated document which has been received at the registered office within the period of 28 days beginning with the circulation date;

(2) A resolution in writing may comprise several copies to which one or more members have signified their agreement.
(3) In the case of a member that is an organisation, its authorised representative may signify its agreement.

VOTES OF MEMBERS
29. Every member, shall have one vote, provided they are registered as members of the Society and have paid every subscription in respect of their membership to the Society.
30. Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the person who is chairing the meeting shall be final.

MANAGEMENT COMMITTEE
31. A Management Committee shall manage the Society.
32. A member of the Management Committee must be a natural person aged 16 years or older.
33. The minimum number of members of the Management Committee shall be 4 and the maximum number of members shall be 11.
34. The Management Committee may from time to time and at any time appoint any member of the Society to the Management Committee, by a 75% majority of all members of the Management Committee, either to fill a casual vacancy or by way of addition to the Management Committee, provided that the prescribed maximum be not exceeded. Any member so appointed shall retain their office only until the next Annual General Meeting but they shall then be eligible for re-election. The Management Committee will take into consideration whether particular professions or groups are underrepresented when making these appointments.
35. A member of the Management Committee may not appoint an alternate member or anyone to act on his or her behalf at meetings of the Management Committee.
36. The Management Committee shall meet at least 3 times each year.
37. At least 3 Management Committee members must be present at a
Management Committee meeting to be able to make decisions.

POWERS OF THE MANAGEMENT COMMITTEE

38.
(1) The members of the Management Committee shall manage the business of the Society and may exercise all the powers of the Society unless they are subject to any restrictions imposed by the articles or any special resolution.
(2) No alteration of the articles or any special resolution shall have retrospective effect to invalidate any prior act of the Management Committee.
(3) Any meeting of the Management Committee at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Management Committee.
(4) Decisions at Committee meetings will be made by a simple majority of those present.
(5) If the number of members of the Management Committee is at any time reduced to less than the minimum number prescribed by Article 33, it shall be lawful for them to act for the purpose of admitting persons to membership of the Society, filling up vacancies in their body, or summoning a General Meeting, but not for any other purpose.

RETIREMENT OF MEMBERS OF THE MANAGEMENT COMMITTEE
39. At the first Annual General Meeting, all the members of the Management Committee must retire from office unless by the close of the meeting the members have failed to elect sufficient members of the Management Committee to hold a quorate meeting of the Management Committee. At each subsequent Annual General Meeting, a sufficient number of members of the Management Committee must retire to ensure there are at least three vacancies to be filled. Members of the Management Committee must retire by the fourth Annual General Meeting after their election.
40.
(1) The members of the Management Committee to retire by rotation shall be those who have been longest in office since their last appointment. If any members of the Management Committee became or were appointed members of the Management Committee on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
(2) If a member of the Management Committee is required to retire at an Annual General Meeting by a provision of the articles the retirement shall take effect upon the conclusion of the meeting.

APPOINTMENT OF THE MANAGEMENT COMMITTEE
41.
(1) Each year there shall be a postal and/or online election under the single transferable vote system for all vacancies for one or more members of the Management Committee created by retirement by rotation, or other cause if there are more candidates than vacancies. If there are not more candidates than vacancies then the appointment of each candidate will be decided by the members through an ordinary proposal requiring 51% of the total vote to the AGM.
(2) Candidates shall be invited in good time, to submit their nominations by a closing date to be set by the Management Committee.
(3) Each nomination should be signed by a proposer and seconder who are members.
(4) Each nomination should be accompanied by a profile of the candidate, stating their full name (and any previous names), and a statement of up to 500 words, which may include: what skills, qualifications and experience they have that will benefit the Society; what they hope to achieve as a member of the Management Committee; what experience they have of working on committees; any other information they consider relevant.
(5) If the number of candidates is greater than the number of vacancies, ballot papers shall be issued to members at the same time as the issue of the profiles. Each member shall be entitled to return one ballot paper which must be signed by the member, quoting their membership number. Ballot papers must be returned by a date to be set by the Management Committee, before the Annual General Meeting. The counting of the votes shall either be delegated to a suitable independent ballot service organisation, which shall report the results of the vote to the Secretary of the Society in advance of the Annual General Meeting, or the counting of the votes shall take place in the presence of at least two independent scrutineers, appointed by the Management Committee, who shall ensure that no mutilated, spoiled or invalid papers are counted, that only one ballot paper from each member is received and that the results of the election are declared at the Annual General Meeting.
(6) Any motion of censure, ratified by the Management Committee against a past member of the Management Committee subsequently standing for re-election will be published alongside the election statement of that candidate presented to the membership.
42. No person who is not a member of the Society shall in any circumstances be deemed to be a member of the Management Committee.
43. The Management Committee may from time to time and at any time appoint any member of the Society who has been a member of the Society for not less than 12 months at the date of their appointment as member of the Management Committee, either to fill a casual vacancy or by way of addition to the Management Committee, provided that the prescribed maximum of three co-opted members be not exceeded. Any member so appointed shall retain their office only until the next Annual General Meeting but they shall then be eligible for re-election.
44. Retiring members of the Management Committee may be re-elected to the Management Committee.

DISQUALIFICATION AND REMOVAL OF MEMBERS OF THE MANAGEMENT COMMITTEE
45. A member of the Management Committee shall cease to hold office if they:
(1) cease to be a member of the organisation;
(2) in the written opinion, given to the organisation, of a registered medical practitioner treating that person, have become physically or mentally incapable of acting as a member of the Management Committee and may remain so for more than three months;
(3) resign as a member of the Management Committee by notice to the Society (but only if at least two members will remain in office on the Management Committee when the notice of resignation is to take effect);
(7) the Management Committee may remove any member of the Management Committee from office by a resolution of the Management Committee that it is in the best interests of the Society that his or her membership of the Management Committee is terminated. A resolution to remove a member from the Management Committee may only be passed if:
(a) the member of the Management Committee has been given at least twenty-one days’ notice in writing of the meeting of the Management Committee at which the resolution will be proposed and the reasons why it is to be proposed;
(b) the member or, at the option of the member, the member’s representative (who need not be a member of the Society) has been allowed to make representations to the meeting, either in writing or in person at the meeting;
(c) the resolution is passed by a 75% majority of all
members of the Management Committee.

(8) A member who has been removed from the Management
Committee may continue to be a member of the Society

PROCEEDINGS OF THE MANAGEMENT COMMITTEE
46.
(1) The Management Committee may regulate their proceedings as they think fit, subject to the provisions of the articles.
(2) A minimum of four members of the Management Committee may call a meeting of the Management Committee at any time. All members of the Management Committee will receive notice of meetings.
(3) The secretary (if any) must call a meeting of the Management Committee if requested to do so by four or more members of the Management Committee.
(4) Questions arising at a meeting shall be decided by a majority of votes. Any abstentions are not included in the total votes cast.
(5) In the case of an equality of votes, the person who is chairing the meeting shall have a second or casting vote.
(6) A meeting may be held by suitable remote means agreed by the Management Committee in which each participant may communicate with all the other participants.

47.
(1) No decision may be made by a meeting of the Management Committee unless a quorum is present at the time the decision is purported to be made. ‘Present’ includes attending the meeting by suitable remote means agreed by the Management Committee in which a participant or participants may communicate with all the other participants.
(2) Three members of the Management Committee shall constitute a quorum at a meeting.
(3) A member of the Management Committee shall not be counted in the quorum present when any decision is made about a matter upon which that member of the Management Committee is not entitled to vote.
48. If the number of members of the Management Committee is less than the number fixed as the quorum, the continuing member or members of the Management Committee may act only for the purpose of filling vacancies or of calling a general meeting.

49.
(1) The Management Committee shall elect a Chair and Vice Chair and may determine for what period each is to hold office. The Management Committee may at any time revoke such appointments.
(2) The Chair shall preside at all meetings of the Management Committee at which they are present or, in their absence, the Vice Chair. If at any meeting neither the Chair nor the Vice Chair is present within five minutes after the time appointed for holding the meeting, or they are unwilling to preside, the Management Committee shall choose one of their number to be Chair of the meeting.
(3) The person appointed to chair meetings of the Management Committee shall have no functions or powers except those conferred by the articles or delegated to them by the Management Committee.

50.
(1) A resolution in writing or in electronic form agreed by all of the members of the Management Committee entitled to receive notice of a meeting of the Management Committee and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Management Committee duly convened and held.
(2) The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more members of the Management Committee has signified their agreement.
(3) The Chair may call an e-vote on a particular matter. Any member of the Management Committee may veto an e-vote and the matter will be placed on the agenda of the next meeting of the Management Committee. On occasion an emergency e-vote may be necessary, as when a matter is time-critical. An emergency e-vote may only be vetoed, deferred or amended with the support of a majority of the Management Committee.

51. Members of the Management Committee with partners in an established relationship or immediate family members who are also members of the Management Committee will declare such relationships at meetings where it could be considered relevant, and will not vote on issues pertaining to each other, such as nominations. Candidates for (re-)election as members of the Management Committee will state in their nomination profile if such a partner or relative of theirs remains a member of the Management Committee or is also standing.

DELEGATION

52.
(1) The members of the Management Committee may delegate any of their powers or functions to a committee of two or more members of the Management Committee but the terms of any delegation must be recorded in the minute book.
(2) The Management Committee may impose conditions when delegating, including the conditions that:
(a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;
(b) no expenditure may be incurred on behalf of the Society except in accordance with a budget previously agreed with the Management Committee.
(3) The Management Committee may revoke or alter a delegation.
(4) All acts and proceedings of any committees must be fully and promptly reported to the Management Committee.

SECRETARY

53. The Secretary shall be appointed by the Management Committee for such time and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The Management Committee may from time to time by resolution appoint an assistant or deputy Secretary, any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.

VALIDITY OF MANAGEMENT COMMITTEE’S DECISIONS

54.
(1) Subject to article 54(2), all acts done by a meeting of the Management Committee, or of a committee of members of the Management Committee, shall be valid notwithstanding the participation in any vote of a member of the Management Committee:

(a) who was disqualified from holding office;
(b) who had previously retired or who had been obliged by the constitution to vacate office;
(c) who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;

if without:
(d) the vote of that member of the Management Committee; and
(e) that member of the Management Committee being counted in the quorum; the decision has been made by a majority of the Management Committee at a quorate meeting.
(2) Article 54(1) does not permit a member of the Management Committee or a connected person to keep any benefit that may be conferred upon them by a resolution of the Management Committee or of a committee of the Management Committee if, but for article 54(1), the resolution would have been void, or if the member of the Management Committee has not complied with article 8.

MINUTES

55. The Management Committee must keep minutes of all:
(1) appointments of officers made by the Management Committee;
(2) proceedings at meetings of the Society;
(3) meetings of the Management Committee and committees of the
Management Committee including:

(a) the names of the members of the Management Committee present at the meeting;
(b) the decisions made at the meetings; and
(c) where appropriate the reasons for the decisions.

56. The minutes of meetings will be approved by the Management Committee as an accurate record and signed by the chair of the meeting or by the chair of the following meeting.

57. Public versions of all such minutes shall be published online and in any other manner such as the Management Committee see fit, within one month of the date of the relevant meeting. The Management Committee will be entitled to remove any confidential items, such as those to do with personnel matters, from the public version of the minutes.

ACCOUNTS
58.
(1) The Management Committee must prepare for each financial year accounts. The accounts must be prepared to show a true and fair view and follow accounting standards issued or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.
(2) The Management Committee shall cause proper records of account to be kept with respect to:
(a) all sums of money received and expended by the Society and the matters in respect of which such receipts and expenditure take place;
(b) all sales and purchases of goods by the Society; and
(c) the assets and liabilities of the Society.
(3) Proper records shall not deemed to be kept if there are not kept such records of account as are necessary to give a true and fair view of the state of the affairs of the Society and to explain its transactions.
(4) The records of account shall be kept at the office, or at such other place or places as the Management Committee shall think fit, and shall always be open to the inspection of the Management Committee.
(5) The Society in General Meeting may from time to time make reasonable conditions and regulations as to the time and manner of the inspection by the members of the accounts and books of the Society or any of them, and subject to such conditions and regulations the accounts and records of the Society shall be open to the inspection of the members at all reasonable times during business hours.
(6) At the Annual General Meeting in every year the Management Committee shall lay before the Society a proper income and expenditure account for the period since the last preceding account made up to date not more than five 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 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 21 clear days before the date of the meeting, be made available 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 at the meeting.

AUDIT
59. Once at least in every year the accounts of the Society shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor.

MEANS OF COMMUNICATION TO BE USED
60. Subject to the articles, any notice or document to be sent or supplied to a member of the Management Committee in connection with the taking of decisions by members of the Management Committee may also be sent or supplied by the means by which that member of the Management Committee has asked to be sent or supplied with such notices or documents for the time being.
61. Any notice to be given to or by any person pursuant to the articles:
(1) must be in writing; or
(2) must be given in electronic form.

62.
(1) The Society may give any notice to a member either:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it in electronic form to the member’s address.
(e) by placing the notice on a website and providing the person with a notification in writing or in electronic form of the presence of the notice on the website. The notification must state that it concerns a notice of a Society meeting and must specify the place, date, and time of the meeting.
(2) A member who does not register an address with the Society or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Society. A member who is described in the register of members by an address not within the United Kingdom, who shall from time to time give the Society an address within the United Kingdom at which notices may be served upon them, shall be entitled to have notices service upon them at such address.

63. A member present in person at any meeting of the Society shall be deemed to have received notice of the meeting and of the purposes for which it was called.

64.
(1) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
(2) Proof that an electronic form of notice was given shall be conclusive where the Society can demonstrate that it was properly addressed and sent.
(3) Notice shall be deemed to be given:
(a) 48 hours after the envelope containing it was posted; or
(b) in the case of an electronic form of communication, 48 hours after it was sent.

INDEMNITY

65.
(1) The Society may indemnify a relevant member of the Management Committee against any liability incurred in successfully defending legal proceedings in that capacity, or in connection with any application in which relief is granted by the Court from liability for negligence, default, or breach of duty or breach of trust in relation to the Society.
(2) In this article a ‘relevant member of the Management Committee’ means any member of the Management Committee or former member of the Management Committee of the Society.

66. The Society may indemnify an auditor against any liability incurred by them or it in defending proceedings (whether civil or criminal) in which judgment is given in their or its favour or they or it is acquitted; or

RULES
67.

(1) The Management Committee may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the Society.
(2) The bye laws may regulate the following matters but are not restricted to them:
(a) the admission of members of the Society (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
(b) the conduct of members of the Society in relation to one another, and to the Society’s employees and volunteers;
(c) the setting aside of the whole or any part or parts of the Society’s premises at any particular time or times or for any particular purpose or purposes;
(d) the procedure at General Meetings and meetings of the Management Committee;
(3) The Society in General Meeting has the power to alter, add to or repeal the rules or bye laws.
(4) The Management Committee must adopt such means as they think sufficient to bring the rules and bye laws to the notice of members of the Society.
(5) The rules or bye laws shall be binding on all members of the Society. No rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the articles.

DISPUTES
68. If a dispute arises between members of the Society about the validity or propriety of anything done by the members of the Society under these articles, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

DISSOLUTION
69.
(1) The Society may be dissolved by a resolution passed by more than 66% of the members of those present and voting at a Special General Meeting.
(2) The members of the Society may at any time before, and in expectation of, its dissolution resolve that any net assets of the Society after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the Society be applied or transferred in any of the following ways:
(a) directly for the Objects; or
(b) by transfer to any organisation or organisations for purposes similar to the Objects; or
(c) to any organisation or organisations for use for particular purposes that fall within the Objects.
(3) Subject to any such resolution of the members of the Society, the
Management Committee of the Society may at any time before and in expectation of its dissolution resolve that any net assets of the Society after all its debts and liabilities have been paid, or provision made for them, shall on or before dissolution of the Society be applied or transferred:
(a) directly for the Objects; or
(b) by transfer to any organisation or organisations for purposes similar to the Objects; or
(c) to any organisation or organisations for use for particular purposes that fall within the Objects.
(4) In no circumstances shall the net assets of the Society be paid to or
distributed among the members of the Society (except to a member that
is itself an organisation).

INTERPRETATION

70.
In article 7, sub-clause (2) of article 9, and sub-clause (2) of article 54 ‘connected person’ means:

(1) a child, parent, grandchild, grandparent, brother or sister of the
member of the Management Committee;
(2) the spouse or civil partner of the member of the Management Committee or of any person falling within sub-clause (1) above;
(3) a person carrying on business in partnership with the member of the Management Committee or with any person falling within sub-clause (1) or (2) above;
(4) an institution which is controlled –
(a) by the member of the Management Committee or any connected person falling within sub-clause (1), (2), or (3) above; or
(b) by two or more persons falling within sub-clause 4(a), when taken together
(5) a body corporate in which –
(a) the member of the Management Committee or any connected person falling within sub-clauses (1) to (3) has a substantial interest; or
(b) two or more persons falling within sub-clause (5)(a) who, when taken together, have a substantial interest.