ARTICLES OF ASSOCIATION FOR A CHARITABLE COMPANY
THE DESIGN RESEARCH SOCIETY
1. INTERPRETATION
1.1 In the Articles:
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“Address” |
means a postal address or, for the purposes of electronic communication, a fax number, an e-mail or postal address or a telephone number for receiving text messages in each case registered with the Society; |
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“the Articles” |
means the Society’s Articles of Association; |
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“the Society” |
means the Society intended to be regulated by the Articles; |
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“Clear Days” |
in relation to the period of a notice means a period excluding: (a) the day when the notice is given or deemed to be given; and (b) the day for which it is given or on which it is to take effect; |
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“the Commission” |
means the Commission for England and Wales; |
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“Companies Acts” |
means the Companies Acts (as defined in Section 2 of the Companies Act 2006) insofar as they apply to the Society; |
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“the Directors” |
means the Directors of the Society. The Directors are the Society trustees, as defined by Section 177 of the Charities Act 2011; |
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“Document” |
includes, unless otherwise specified, any document sent or supplied in electronic form; |
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“Electronic form” |
has the meaning given in Section 1168 of the Companies Act 2006; |
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“the Memorandum” |
means the Society’s memorandum of association; |
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“Officers” |
includes the Directors and the Secretary (if any); |
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“the Seal” |
means the common seal of the Society if it has one; |
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“Secretary” |
means any person appointed to perform the duties of the Secretary of the Society; |
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“the United Kingdom” |
means Great Britain and Northern Ireland; |
1.2 Words importing one gender shall include all genders, and the singular includes the plural and vice versa.
1.3 Unless the context otherwise requires, words or expressions contained in the Articles have the same meaning as in the Companies Acts but excluding any statutory modification not in force when this constitution becomes binding on the Society.
1.4 Apart from the exception mentioned in the previous paragraph, a reference to an Act of Parliament includes any statutory modification or re-enactment of it for the time being in force.
2. LIABILITY OF MEMBERS
2.1The liability of the members is limited to a sum not exceeding £1, being the amount that each member undertakes to contribute to the assets of the Society in the event of its being wound up while the person is a member or within one year after the person ceases to be a member, for:
2.1.1 payment of the Society’s debts and liabilities incurred before the person ceases to be a member;
2.1.2 payment of the costs, charges and expenses of winding up; and
2.1.3 adjustment of the rights of the contributories among themselves.
3. OBJECTS
The Society’s objects (“Objects”) are to advance research and education into all aspects of design and to make publicly accessible the results of this activity.
4. POWERS
4.1 The Society has power to do anything which is calculated to further its Object(s) or is conducive or incidental to doing so. In particular, the Society has power:
4.1.1 to support and improve research, practice and education in relation to all aspects of design.
4.1.2 to promote, produce and disseminate publications in relation to all aspects of design.
4.1.3 to organise, support and promote conferences and workshops in relation to all aspects of design.
4.1.4 to grant bursaries and awards to support, develop and recognise significant contribution to the field of design.
4.1.5 to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use.
4.1.6 to sell, lease or otherwise dispose of all or any part of the property belonging to the Society. In exercising this power, the Society must comply, as appropriate, with Sections 117 and 122 of the Charities Act 2011.
4.1.7 to borrow money and to charge the whole or any part of the property belonging to the Society as security for repayment of the money borrowed or as security for a grant or the discharge of an obligation. The Society must comply, as appropriate, with Sections 124-126 of the Charities Act 2011 if it wishes to mortgage land.
4.1.8 to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them.
4.1.9 to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects.
4.1.10 to acquire, merge with or to enter into any partnership or joint venture arrangement with any other Society.
4.1.11 to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves.
4.1.12 to employ and remunerate such staff as are necessary for carrying out the work of the Society. The Society may employ or remunerate a Director only to the extent it is permitted to do so by Article 6 and provided it complies with the conditions in that Article.
4.2 To:
4.2.1 deposit or invest funds;
4.2.2 employ a professional fund manager; and
4.2.3 arrange for the investments or other property of the Society to be held in the name of a nominee;
in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.
4.3 To provide indemnity insurance for the Directors, in accordance with, and subject to, the conditions in Section 189 of the Charities Act 2011.
4.4 To pay out of the funds of the Society the costs of forming and registering the Society both as a company and as a Society.
5. APPLICATION OF INCOME AND PROPERTY
5.1 The income and property of the Society shall be applied solely towards the promotion of the Objects.
5.2 A Director is entitled to be reimbursed from the property of the Society or may pay out of such property reasonable expenses properly incurred by the Director when acting on behalf of the Society save that the Directors and members of the International Advisory Council shall require the prior authorisation of the Honorary Treasurer if incurring anything other than minor expenditure. Expenses incurred without authorisation may be paid at the discretion of the Honorary Treasurer (depending on the amount and circumstances) if the Honorary Treasurer determines that the expenses were incurred in good faith and pursuant to the duties and responsibilities of the Directors and/or members of the International Advisory Council.
5.3 A Director may benefit from trustee indemnity insurance cover purchased at the Society’s expense in accordance with, and subject to, the conditions in Section 189 of the Charities Act 2011.
5.4 A Director may receive an indemnity from the Society in the circumstances specified in Article 37.
5.5 A Director may not receive any other benefit or payment unless it is authorised by Article 6.
5.6 Subject to Article 6, none of the income or property of the Society may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Society. This does not prevent a member who is not also a Director receiving:
5.6.1 a benefit from the Society in the capacity of a beneficiary of the Society;
5.6.2 reasonable and proper remuneration for any goods or services supplied to the Society.
6. BENEFITS AND PAYMENTS TO SOCIETY DIRECTORS AND CONNECTED PERSONS
6.1 General Provisions
6.1.1 No Director or connected person may:
6.1.1.1 buy any goods or services from the Society on terms preferential to those applicable to members of the public;
6.1.1.2 sell goods, services, or any interest in land to the Society;
6.1.1.3 be employed by, or receive any remuneration from, the Society;
6.1.1.4 receive any other financial benefit from the Society;
unless the payment is permitted by Article 6.2 or authorised by the court or the Society Commission.
6.1.2 In this Article a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
6.2 Scope and powers permitting Directors’ or connected persons’ benefits
6.2.1 A Director or connected person may receive a benefit from the Society in the capacity of a beneficiary of the Society, provided that a majority of the Directors do not benefit in this way.
6.2.2 A Director or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Society where that is permitted in accordance with, and subject to, the condition in Sections 185 and 186 of the Charities Act 2011.
6.2.3 Subject to Article 6.3, a Director or connected person may provide the Society with goods that are not supplied in connection with services provided to the Society by the Director or connected person.
6.2.4 A Director or connected person may receive interest on money lent to the Society at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
6.2.5 A Director or connected person may receive rent for premises let by the Director or connected person to the Society. The amount of the rent and the other terms of the lease must be reasonable and proper. The Director concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
6.2.6 A Director or connected person may take part in the normal trading and fundraising activities of the Society on the same terms as members of the public.
6.3 Payment for supply of goods only - controls
The Society and its Directors may only rely upon the authority provided by Article 6.2.3 if each of the following conditions is satisfied:
6.3.1 The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the Society or its Directors (as the case may be) and the Director or connected person supplying the goods (“the Supplier”) under which the Supplier is to supply the goods in question to or on behalf of the Society.
6.3.2 The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
6.3.3 The other Directors are satisfied that it is in the best interests of the Society to contract with the supplier rather than with someone who is not a Director or connected person. In reaching that decision the Directors must balance the advantage of contracting with a Director or connected person against the disadvantages of doing so.
6.3.4 The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with the supplier or it with regard to the supply of goods to the Society.
6.3.5 The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of Directors is present at the meeting.
6.3.6 The reason for their decision is recorded by the Directors in the minutes.
6.3.7 A majority of the Directors then in office are not in receipt of remuneration or payments authorised by Article 6.
6.4 In Articles 6.2 and 6.3:
6.4.1 “Society” includes any Society in which the Society:
6.4.1.1 holds more than 50% of the shares; or
6.4.1.2 controls more than 50% of the voting rights attached to the shares; or
6.4.1.3 has the right to appoint one or more Directors to the board of the Society.
6.4.2 “Connected Person” includes any person within the definition in Article 42 “Interpretation”.
7. DECLARATION OF DIRECTORS’ INTERESTS
A Director must declare the nature and extent of any interest, direct or indirect, which the Director 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 Director must absent themselves from any discussions of the Society Directors in which it is possible that a conflict will arise between the Directors duty to act solely in the interests of the Society and any personal interest (including, but not limited to, any personal financial interest).
8. CONFLICTS OF INTERESTS AND CONFLICTS OF LOYALTIES
8.1 If a conflict of interest arises for a Director 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 Directors may authorise such a conflict of interests where the following conditions apply:
8.1.1 the conflicted Director is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;
8.1.2 the conflicted Director does not vote on any such matter and is not to be counted when considering whether a quorum of Directors is present at the meeting; and
8.1.3 the unconflicted Directors consider it is in the interests of the Society to authorise the conflict of interest in the circumstances applying.
8.2 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 Director or to a connected person.
9. MEMBERS
9.1 The subscribers to the memorandum are the first members of the Society.
9.2 Thereafter, the membership shall include those individuals admitted as members of the Society pursuant to these Articles
9.3 Membership shall be open to all those involved in design or design research and/or otherwise supportive of the Society’s Objects.
9.4 An application for membership shall be made via the Society’s website or such other means as specified by the Directors from time to time.
9.5 Admission as a member shall be subject to the prior approval of the Directors. The Directors may delegate responsibility for reviewing and approving applications to the Society’s Administrator
9.6 Membership is not transferable.
9.7 The Directors must keep a register of names and addresses of the members
9.8 No individual shall be included in the register of members (and enjoy the privileges of memberships) unless the first annual membership has been paid.
10. CLASSES OF MEMBERSHIP
10.1 The Directors may establish classes of membership with different rights and obligations and shall record the rights and obligations in the register of members.
10.2 The Directors may not directly or indirectly alter the rights or obligations attached to a class of membership.
10.3 The rights attached to a class of membership may only be varied if:
10.3.1 three-quarters of the members of that class consent in writing to the variation; or
10.3.2 a special resolution is passed at a separate general meeting of the members of that class agreeing to the variation.
10.4 The provisions in the Articles about general meetings shall apply to any meeting relating to the variation of the rights of any class of members.
11. TERMINATION OF MEMBERSHIP
11.1 Membership is terminated if:
11.1.1 The member dies or, if it is an organisation, ceases to exist.
11.1.2 The member resigns by written notice to the Society unless, after the resignation, there would be less than two members. If the member resigns during the year, no part of their annual subscription shall be reimbursed.
11.1.3 Any sum due from the member to the Society is not paid in full within three months of it falling due and the member has been informed of this unless the Directors have resolved to take note of any special circumstances.
11.1.4 The member is removed from membership by a resolution of the Directors that it is in the best interests of the Society that the membership is terminated. A resolution to remove a member from membership may only be passed if:
11.1.4.1 the member has been given at least twenty-one days’ notice in writing of the meeting of the Directors at which the resolution will be proposed and the reasons why it is to be proposed;
11.1.4.2 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;
11.1.4.3 the member shall have the right to appeal against the decision to terminate their membership at a Special General Meeting.
11.1.4.4 Without prejudice to the above, any member who individual who has their membership removed may apply to the Directors for reinstatement. The Directors may, in their absolute discretion, and without assigning any reason thereto, grant or refuse to grant reinstatement.
12. GENERAL MEETINGS
12.1 There shall be a bi-annual meeting of the members of the Society (“BGM”).
12.2 For the avoidance of the doubt, the Society shall not be required to hold an annual general meeting (but may do so). However, the Directors shall be responsible for preparing and filing the annual report and accounts to Companies House and the Charity Commission and shall send to each member of the Society (or make available using suitable electronic means) a copy of such on an annual basis as soon as reasonably practical after filing.
12.3 In addition to the BGM, a Special General Meeting (“SGM”) may be called by:
12.3.1 the Directors at any time;
12.3.2 the Honorary Secretary with the support of any two Directors; or
12.3.3 any member forwarding a statement to the Honorary Secretary signed by at least one tenth of the membership giving the reason for the SGM.
13. NOTICE OF GENERAL MEETINGS
13.1 The minimum periods of notice required to hold a general meeting of the Society are:
13.1.1 twenty-one clear days for an annual general meeting or a general meeting called for the passing of a special resolution;
13.1.2 fourteen clear days for all other general meetings.
13.2 A general meeting may be called by shorter notice if it is so agreed by a majority in number of members having a right to attend and vote and the meeting, being a majority who together hold not less than 90 per cent of the total voting rights.
13.3 The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. The notice must also contain a statement setting out the right of members to appoint a proxy under Section 324 of the Companies Act 2006 and Article 15.
13.4 The notice must be given to all the members and to the Directors and auditors.
13.5 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
13.6 A general meeting may be held by whatever suitable electronic means as proposed by the Directors provided that each participate at the meeting may communicate with all other participants at the meeting.
14. PROCEEDINGS AT GENERAL MEETINGS
14.1 No business shall be transacted at any general meeting unless a quorum is present.
14.2 A quorum is twenty members present in person or by proxy and entitled to vote upon the business to be conducted at the meeting “Present” includes present by such suitable electronic means as specified by the Directors for the meeting.
14.3 The authorised representative of a member organisation shall be counted in the quorum.
14.4 If:
14.4.1 a quorum is not present within half an hour from the time appointed for the meeting; or
14.4.2 during a meeting a quorum ceases to be present
the meeting shall be adjourned to such time and place as the Directors shall determine.
14.5 If no quorum is present at the reconvened meeting within fifteen minutes 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.
14.6 The President shall chair general meetings. If the President is not able to chair a general meeting then the Chair, or, in their absence, the Vice Chair will chair the general meeting.
14.7 If there is no such person or such person is not present within fifteen minutes of the time appointed for the meeting, a Director nominated by the Directors shall chair the meeting.
14.8 If there is only one Director present and willing to act, that Director shall chair the meeting.
14.9 If no Director 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.
14.10 The members present in person or by proxy at a meeting may resolve by ordinary resolution that the meeting shall be adjourned.
14.11 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.
14.12 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.
14.13 If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the reconvened meeting stating the date, time and place of the meeting.
14.14 Any vote at a meeting 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:
14.14.1 by the person chairing the meeting; or
14.14.2 by at least two members present in person or by proxy and having the right to vote at the meeting; or
14.14.3 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.
14.14.4 the declaration by a person who is chairing the meeting of the result of a vote shall be conclusive unless a poll is demanded.
14.14.5 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.
14.14.6 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.
14.14.7 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.
14.14.8 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.
14.14.9 the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
14.14.10 a poll demanded on the election of a person to chair a meeting or on a question of adjournment must be taken immediately.
14.14.11 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.
14.14.12 the poll must be taken within thirty days after it has been demanded.
14.14.13 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.
14.14.14 if a poll is demanded the meeting may continue to deal with any other business that may be conducted at the meeting.
15. CONTENT OF PROXY NOTICES
15.1 Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which:
15.1.1 states the name and address of the member appointing the proxy;
15.1.2 identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
15.1.3 is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the Directors may determine; and
15.1.4 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.
15.2 The Society may require proxy notice to be delivered in a particular form and may specify different forms for different purposes.
15.3 Proxy notices may specify how the proxy appointed under then is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
15.4 Unless a proxy notice indicates otherwise, it must be treated as:
15.4.1 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
15.4.2 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.
16. DELIVERY OF PROXY NOTICES
16.1 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.
16.2 An appointment under a proxy notice may be revoked by delivering to the Society a notice in writing given by or on behalf of a person by whom or on whose behalf the proxy notice was given.
16.3 A notice revoking a proxy appointment only takes effect if it is delivered before the start of a meeting or adjourned meeting to which it relates.
16.4 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.
17. WRITTEN RESOLUTIONS
17.1 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:
17.1.1 a copy of the proposed resolution has been sent to every eligible member;
17.1.2 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; and
17.1.3 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.
17.2 A resolution in writing may comprise several copies to which one or more members have signified their agreement.
17.3 In the case of a member that is an organisation, its authorised representative may signify its agreement.
18. VOTES FOR MEMBERS
18.1 Subject to Article 10 and Article 18.2 below, every member, whether an individual or an organisation, shall have one vote.
18.2 A member shall not be entitled to vote at a general meeting if payment of their annual subscription is overdue.
18.3 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.
18.4 Any organisation that is a member of the Society may nominate any person to act as its representative at any meeting of the Society.
18.5 The organisation must give written notice to the Society of the name of its representative. The representative shall not be entitled to represent the organisation at any meeting unless the notice has been received by the Society. The representative may continue to represent the organisation until written notice to the contrary is received by the Society.
18.6 Any notice given to the Society will be conclusive evidence that the representative is entitled to represent the organisation or that the representative’s authority has been revoked. The Society shall not be required to consider whether the representative has been properly appointed by the organisation.
19. DIRECTORS
19.1 A Director must be a natural person aged 16 years or older.
19.2 No one may be appointed a Director if that person would be disqualified from acting under the provision of Article 22.
19.3 The first Directors shall be those persons notified to Companies House as the first Directors of the Society.
19.4 Thereafter, the Directors shall comprise as follows:
19.4.1 the Chair of the Society;
19.4.2 the Vice-Chair of the Society;
19.4.3 the Honorary Secretary;
19.4.4 the Honorary Treasurer;
19.4.5 one further member.
19.5 A Director may not appoint an alternate Director or anyone to act on behalf of the Director at meetings of the Directors.
20. POWERS OF DIRECTORS
20.1 Subject to Article 20.2, the Directors 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 Companies Act, the Articles or any special resolution
20.2 No alteration of the Articles or any special resolution shall have retrospective effect to invalidate any prior act of the Directors.
20.3 Any meeting of Directors at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Directors.
21. APPOINTMENT OF DIRECTORS
21.1 The Directors shall be elected by and from the International Advisory Council.
21.2 In even years, two Directors shall be elected at the first meeting of the International Advisory Council after the BGM.
21.3 In odd years, three Directors shall be elected at the summer meeting of the International Advisory Council.
21.4 The different positions held by the Directors shall be appointed as follows:
21.5 Chair of the Executive Board
21.5.1 Following the end of the Chair of the Society’s term of office and upon being elected to the International Advisory Council, any member shall indicate, with the support of two further members of the International Advisory Council, whether they would like to stand for the post of Chair of the Society. If there is more than one candidate, the Council shall hold a vote to elect the Chair. If there is only one candidate, the International Advisory Council shall ratify the appointment at its first meeting after a BGM.
21.6 Vice Chair of the Executive Board
21.6.1 Following the end of a term of office and upon being elected to the International Advisory Council, Members shall indicate, with the support of two further members of the International Advisory Council, whether they would like to stand for the post of Vice Chair of the Society. If there is more than one candidate, the International Advisory Council shall hold a vote to elect the Vice Chair. If there is only one candidate, the International Advisory Council shall ratify the appointment at its first meeting after a BGM.
21.7 The Honorary Treasurer
21.7.1 Following the end of a term of office and upon being elected to the International Advisory Council, Members shall indicate, with the support of two further members of the International Advisory Council, whether they would like to stand for the post of Honorary Treasurer of the Society. If there is more than one candidate, the International Advisory Council shall hold a vote to elect the Honorary Treasurer. If there is only one candidate, the International Advisory Council shall ratify the appointment at its first meeting after a BGM.
21.7.2 The Honorary Treasurer shall perform such duties as the Governing Body may from time to time prescribe.
21.7.3 The Honorary Treasurer shall keep accurate accounts of all monies of the Society, deal with such monies in accordance with the direction of the Governing Body and report at meetings of the Governing Body and at BGMs on the financial state of the Society.
21.8 The Honorary Secretary
21.8.1 Following the end of a term of office and upon being elected to the International Advisory Council, Members shall indicate, with the support of two further members of the International Advisory Council, whether they would like to stand for the post of Honorary Secretary of the Society. If there is more than one candidate, the International Advisory Council shall hold a vote to elect the Honorary Treasurer. If there is only one candidate, the International Advisory Council shall ratify the appointment at its first meeting after a BGM.
21.8.2 The Honorary Secretary shall perform such duties as the Governing Body may from time to time prescribe and ensure that all data relating to the Society is processed in accordance with applicable data protection legislation.
21.9 Ordinary Member of the Executive Board
21.9.1 Following the end of a term of office and upon being elected to the International Advisory Council, Members shall indicate, with the support of two further members of the International Advisory Council, whether they would like to stand for the post of Ordinary Member of the Executive Board. If there is more than one candidate, the International Advisory Council shall hold a vote to elect the Ordinary Member of the Executive Board. If there is only one candidate, the International Advisory Council shall ratify the appointment at its first meeting after a BGM.
21.10 The Chair of the International Advisory Council
21.10.1 Following the end of a term of office and upon being elected to the International Advisory Council, Members shall indicate, with the support of two further members of the International Advisory Council, whether they would like to stand for the post of Chair of the International Advisory Council. If there is more than one candidate, the International Advisory Council shall hold a vote to elect the Chair. If there is only one candidate, the International Advisory Council shall ratify the appointment at its first meeting after a BGM.
21.10.2 The Chair of the International Advisory Council shall be elected for a term of two years up to a maximum of three times by and from the International Advisory Council at its first meeting after each BGM. Time served as Chair of the International Advisory Council shall not count towards the term of office as an ordinary Member of the International Advisory Council.
21.10.3 Following completion of a term of office as Chair of the International Advisory Council, the person concerned may continue as a member of the International Advisory Council for the remainder of their original term.
21.10.4 The Chair of the International Advisory Council shall perform such duties as the Governing Body may from time to time prescribe.
21.10.5 The Chair of the International Advisory Council shall ensure the effective operation of the International Advisory Council through overseeing the working groups detailed in Article 29.2.2 and representing the interests of International Advisory Council Members to the Executive Board.
22. DISQUALIFICATION AND REMOVAL OF DIRECTORS
22.1 A Director shall cease to hold office if that individual:
22.1.1 ceases to be a Director by virtue of any provision in the Companies Acts or is prohibited by law from being a Director;
22.1.2 is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of those provisions);
22.1.3 in the written opinion, given to the Society, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a Director and may remain so for more than three months;
22.1.4 resigns as a Director by not less than one month written notice to the Chair of the Directors, or if the Director is the Chair, then to the Vice Chair (but only if at least two Directors will remain in office when the notice of resignation is to take effect);
22.1.5 is absent without the permission of the Directors from all their meetings held within a period of six consecutive months and the Directors resolve that the Director’s office be vacated; or
22.1.6 is removed by a resolution of the International Advisory Council that it is in the best interests of the Society that they are removed from office. A resolution to remove a Director may only be passed if:
22.1.6.1 the Director has been given at least twenty-one days’ notice in writing of the meeting of the International Advisory Council at which the resolution will be proposed and the reasons why it is to be proposed;
22.1.6.2 the Director or, at the option of the Director, the Director’s representative (who need not be a member of the Society) has been allowed to make representations to the meeting.
23. REMUNERATION OF DIRECTORS
23.1 The Directors must not be paid any remuneration unless it is authorised by Article 6.
24. PROCEEDINGS OF DIRECTORS
24.1 The Directors may regulate their proceedings as they think fit, subject to the provisions of the Articles.
24.2 Any Director may call a meeting of the Directors.
24.3 The Honorary Secretary must call a meeting of the Directors if requested to do so by a Director.
24.4 Where possible, 14 Clear Day’s prior notice will be given for Director meetings
24.5 Ordinarily, the Directors shall meet approximately monthly.
24.6 Questions arising at a meeting shall be decided by a majority of votes.
24.7 In the case of an equality of votes, the person who is chairing the meeting shall have a second or casting vote.
24.8 A meeting may be held by suitable electronic means agreed by the Directors in which each participant may communicate with all the other participants.
24.9 No decision may be made by a meeting of the Directors unless quorum is present at the time the decision is purported to be made. “Present” includes being present by suitable electronic means agreed by the Directors in which a participant or participants may communicate with all the other participants.
24.10 The quorum shall be three or such larger number as may be decided from time to time by the Directors.
24.11 A Director shall not be counted in the quorum present when any decision is made about a matter upon which that Director is not entitled to vote.
24.12 If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting.
24.13 The Chair or, in their absence, the Vice Chair, shall chair the meetings of the Directors.
24.14 If neither the Chair not Vice Chair is in attendance or is unwilling to preside within fifteen minutes after the time appointed for the meeting, the Directors present may appoint one of their number to chair that meeting.
24.15 The person appointed to chair meetings of the Directors shall have no functions or powers except those conferred by the Articles or delegated to that person by the Directors.
24.16 A resolution in writing or in electronic form agreed by all of the Directors entitled to receive notice of a meeting of the Directors and to vote upon the resolution shall be valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.
24.17 The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more Directors has signified their agreement.
24.18 The Directors shall be entitled to invite any person to their meetings to provide advice and/or input as the Directors determine.
25. DELEGATION
25.1 The Directors may delegate any of their powers or functions to a committee of two or more Directors but the terms of any delegation must be recorded in the minute book.
25.2 The Directors may impose conditions when delegating, including the conditions that:
25.2.1 the relevant powers are to be exercised exclusively by the committee to whom they delegate;
25.2.2 no expenditure may be incurred on behalf of the Society except in accordance with a budget previously agreed with the Directors.
25.3 The Directors may revoke or alter a delegation.
25.4 All acts and proceedings of any committees must be fully and promptly reported to the Directors.
26.VALIDITY OF DIRECTORS’ DECISIONS
26.1 Subject to Article 26.2, all acts done by a meeting of Directors, or of a committee of Directors, shall be valid notwithstanding the participation in any vote of a Director:
26.1.1 who was disqualified from holding office;
26.1.2 who had previously retired or who had been obliged by the constitution to vacate office;
26.1.3 who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;
if without:
26.1.4 the vote of that Director; and
26.1.5 that Director being counted in the quorum;
the decision has been made by a majority of the Directors at a quorate meeting.
26.2 Article 26.1 does not permit a Director or a connected person to keep any benefit that may be conferred upon them or her by a resolution of the Directors or of a committee of Directors if, but for Article 26.1, the resolution would have been void, or if the Director has not complied with Article 7.
27. INTERNATIONAL ADVISORY BOARD
27.1 The International Advisory Council shall consist of:
27.1.1 the Chair of the International Advisory Council;
27.1.2 twenty-nine other International Advisory Council members, save during the transition period as set out in Appendix 2.
28. APPOINTMENT AND REMOVAL OF THE INTERNATIONAL ADVISORY COUNCIL MEMBERS
28.1 International Advisory Council Members shall be elected by the Registered Members in the four weeks prior to the BGM every two years by means of electronic voting. The results of the vote shall be confirmed at the BGM.
28.2 The International Advisory Council Members shall be elected for a period of six years with a third being elected every two years. On completion of a six-year term International Advisory Council Members can be re-elected for a further period of 2 years.
28.3 Registered Members listed as standing for election to the International Advisory Council shall have been nominated by two Registered Members on the basis of personal knowledge and shall have signified their willingness to serve if elected.
28.4 A Governing Body Member shall cease to hold office if:
28.5 they resign by giving not less than one month written notice to the Chair of the Executive Board or, if the Chair, to the Vice-Chair.
28.6 they are removed from the Governing Body by a resolution of the International Advisory Council that it is in the best interests of the Society that they are removed from office. A resolution to remove a Governing Body Member from the Governing Body may only be passed if:
28.6.1 the Governing Body Members, including the Governing Body Member in question, shall have been given 14 days’ notice of such a proposal; and
28.6.2 the Governing Body Member in question shall have the right to be represented at a meeting of the International Advisory Council.
28.7 The International Advisory Council may co-opt Registered Members to the International Advisory Council whenever considered necessary.
29. PROCEEDINGS OF THE INTERNATIONAL ADVISORY COUNCIL
29.1 The International Advisory Council shall meet at least once a year or at such intervals as determined by the members of the International Advisory Council from time to time.
29.2 The International Advisory Council shall be responsible for delivering, through the formation of working groups meeting more frequently, recommendations about the Society’s activity. The working groups shall include, but not limited to: Communications; Biennial Conference; Events; Membership; PhD Student Members; Publications; Bursaries, Honours & Awards; Partnerships; Strategic Planning. All working groups can be amended, disbanded or formed according to the changing needs of the Society as determined from time to time by the International Advisory Council and Directors.
29.3 All International Advisory Council members shall be involved with at least one working group, and each working group will have one sponsor from the Directors as liaison.
29.4 An International Advisory Council meeting may be held by suitable electronic means agreed by the Governing Body Members in which each participant may communicate with all the other participants.
29.5 A quorum at an International Advisory Council meeting shall be 10 members, or one third of the International Advisory Council, whichever is higher.
29.6 An International Advisory Council Member shall not be counted in the quorum when any decision is made about a matter upon which that International Advisory Council Member is not entitled to vote.
29.7 In the event of a quorum not being obtained within 15 minutes of the time fixed for the commencement of an International Advisory Council meeting, the meeting shall stand adjourned to a time and place in the following 21 days designated by the Chair of the International Advisory Council, when the International Advisory Council Members present, whatever their number, shall constitute a quorum.
29.8 No decision may be made in an International Advisory Council unless a quorum is present at the time the decision is purported to be made. “Present” includes being present by suitable electronic means agreed by the Governing Body Members in which a participant or participants may communicate with all the other participants.
29.9 Each International Advisory Council Member has one vote either by a show of hands, secret ballot, or electronic voting. Questions arising at a meeting shall be decided by a majority of votes.
29.10 The International Advisory Council Chair or, in his or her absence, a nominee shall Chair International Advisory Council meetings. In the case of an equality of votes, the Chair (or nominee) shall have a second or casting vote.
29.11 A resolution in writing or in electronic form agreed by all of the International Advisory Council Members entitled to receive notice of an International Advisory Council meeting and to vote upon the resolution shall be valid and effectual as if it had been passed at an International Advisory Council meeting duly convened and held.
29.12 The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more International Advisory Council Members has signified their agreement.
30. HONORARY OFFICERS
30.1 Other than the President who shall be appointed by the International Advisory Council pursuant to Articles 30.4 – 30.9, the Executive Board shall have the power, at its sole discretion, to appoint Honorary Officers from time to time.
30.2 Honorary Officers shall not be entitled to attend meetings of the Executive Board but may attend, if invited by the Executive Board to attend, Executive Board Meetings and/or General Meetings of the Society but shall not be entitled to vote at any such meetings and shall not count towards the quorum.
30.3 The Executive Board shall be entitled to appoint Honorary Officers for such term of appointment as the Executive Board may decide from time to time.
30.4 The International Advisory Council shall, at its discretion, appoint a person to the post of President of the Society.
30.5 The appointment shall be for a fixed period of two years which may be extended by re-appointment at the discretion of the International Advisory Council.
30.6 The President shall be entitled to receive agendas, associated papers and minutes of the meetings of the Directors and International Advisory Council. The President shall also be entitled to attend meetings of the Directors or the International Advisory Council but shall not be entitled to vote at any such meetings and shall not count towards the quorum.
30.7 The President on ceasing to hold office shall be known as the Past President of the Society.
30.8 The President shall perform such duties as agreed from time to time by the Directors and the International Advisory Council.
30.9 The President shall normally preside over any General Meetings of the Society.
31. EDITORS
31.1 The Editors, from time to time, of the Society’s Journals and publications, shall be invited to attend meetings of the Governing Body but shall have no voting rights and shall not be counted for calculating the quorum for meetings of the Governing Body.
31.2 The Editors shall, however, be entitled to received copies of Governing Body minutes and associated papers and speak upon invitation at meetings of the Governing Body.
32. SEAL
32.1 If the Society has a seal it must only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Director and by the Secretary (if any) or by a second Director.
33. MINUTES
33.1 The Directors must keep minutes of all:
33.1.1 Appointments of officers made by the Directors;
33.1.2 Proceedings at meetings of the Society;
33.1.3 Meetings of the Directors and committees of Directors including:
33.1.3.1 the names of the Directors present at the meeting;
33.1.3.2 the decisions made at the meetings; and
33.1.3.3 where appropriate the reasons for the decisions.
34. ACCOUNTS
34.1 The Directors must prepare for each financial year accounts as required by the Companies Acts. The accounts must be prepared to show a true and fair view and following accounting standards issued or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.
34.2 The Directors must keep accounting records as required by the Companies Act.
35. ANNUAL REPORT AND RETURN AND REGISTER OF CHARITIES
35.1 The Directors must comply with the requirements of the Charities Act 2011 with regard to the:
35.1.1 transmission of a copy of the statements of account to the Commission;
35.1.2 preparation of an Annual Report and the transmission of a copy of it to the Commission;
35.1.3 preparation of an Annual Return and its transmission to the Commission.
35.2 The Directors must notify the Commission promptly of any changes to the Society’s entry on the Central Register of Charities.
36. MEANS OF COMMUNICATION TO BE USED
36.1 Subject to the Articles, anything sent or supplied by or to the Society under the Articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Society.
36.2 Subject to the Articles, any notice or document to be sent or supplied to a Director in connection with the taking of decisions by Directors may also be sent or supplied by the means by which that Director has asked to be sent or supplied with such notices or documents for the time being.
36.3 Any notice to be given to or by any person pursuant to the Articles:
36.3.1 must be in writing; or
36.3.2 must be given in electronic form.
36.4 The Society may give any notice to a member either:
36.4.1 personally; or
36.4.2 by sending it by post in a prepaid envelope addressed to the member at the member’s address; or
36.4.3 by leaving it at the address of the member; or
36.4.4 by giving it in electronic form to the member’s address;
36.4.5 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.
36.5 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.
36.6 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.
36.7 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
36.8 Proof that an electronic form of notice was given shall be conclusive where the Society can demonstrate that it was properly addressed and sent, in accordance with Section 1147 of the Companies Act 2006.
36.9 In accordance with Section 1147 of the Companies Act 2006 notice shall be deemed to be given:
36.9.14 8 hours after the envelope containing it was posted; or
36.9.2 in the case of an electronic form of communication, 48 hours after it was sent.
37. INDEMNITY
37.1 The Society shall indemnify a relevant Director 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.
37.2 In this Article a “relevant Director” means any Director or former Director of the Society.
38. RULES
38.1 The Directors 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.
38.2 The bye laws may regulate the following matters but are not restricted to them:
38.2.1 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;
38.2.2 the conduct of members of the Society in relation to one another, and to the Society’s employees and volunteers;
38.2.3 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;
38.2.4 the procedure at general meetings and meetings of the Directors insofar as such procedure is not regulated by the Companies Acts or by the Articles;
38.2.5 generally, all such matters as are commonly the subject matter of Society rules.
38.3 The Society in general meeting has the power to alter, add to or repeal the rules or bye laws.
38.4 The Directors must adopt such means as they think sufficient to bring the rules and bye laws to the notice of members of the Society.
38.5 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.
39. DISPUTES
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.
40. DISSOLUTION
40.1 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:
40.1.1 directly for the Objects; or
40.1.2 by transfer to any Society or charities for purposes similar to the Objects; or
40.1.3 to any Society or charities for use for particular purposes that fall within the Objects.
40.2 Subject to any such resolution of the members of the Society, the Directors 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:
40.2.1 directly for the Objects; or
40.2.2 by transfer to any Society or charities for purposes similar to the Objects; or
40.2.3 to any Society or charities for use for particular purposes that fall within the Objects.
40.3 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 a Society) and if no resolution in accordance with Article 40.1 is passed by the members or the Directors, the net assets of the Society shall be applied for charitable purposes as directed by the Court or the Commission.
41. AMENDMENTS TO THESE ARTICLES
41.1 These Articles may be amended subject to approval by not less than 75% of the members voting in favour of the amendments at a general meeting of the members or by written resolution.
42. INTERPRETATION
42.1 In these Articles “connected person” means:
42.1.1 a child, parent, grandchild, grandparent, brother or sister of the Director;
42.1.2 the spouse or civil partner of the Director or of any person falling within Article 42.1.1 above;
42.1.3 a person carrying on business in partnership with the Director or with any person falling within Article 42.1.1 or Article 42.1.2 above;
42.1.4 an institution which is controlled:
42.1.4.1 by the Director or any connected person falling within Articles 42.1.1, 42.1.2 or 42.1.3 above; or
42.1.4.2 by two or more persons falling within Article 42.1.4.1, when taken together;
42.1.5 a body corporate which:
42.1.5.1 the Director or any connected person falling within Article 42.1.1 to 42.1.3 has a substantial interest; or
42.1.5.2 two or more persons falling within Article 42.1.5.1 who, when taken together, have a substantial interest;
42.1.5.3 Sections 350-352 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this Article.
APPENDIX 1
Society Structure
APPENDIX 2
Election Process and Transition Plan 2020 – 2030
Election Process
Election of members to the International Advisory Council (IAC) occurs every 2 years prior to the Biennial General Meeting (BGM) normally held at the Biennial DRS conference.
One-third of the International Advisory Council is elected every two years.
Newly elected members will be invited to the Biennial DRS Conference as part of the first meeting for the new International Advisory Council.
The Chair of the Society (or outgoing Chair, if applicable) opens the DRS conference.
The election result is communicated at the Biennial General Meeting along with other key information about the development and accounts of the Society.
Every even year the International Advisory Council will elect two members to the board of Directors.
Every odd year the International Advisory Council will elect three members to the board of Directors.
Directors can seek re-election under the terms of Article 21.
Serving a term on the Executive Board does not count towards the original term for the International Advisory Council (as specified in the rules).
The outgoing Chair hands over to the new Chair at the close of conference (if applicable).
Proposed Transition
2020 Elect IAC of 18 members (current Council is 14)
Elect Chair of the EB, Elect Chair of IAC, Elect 5 members to EB
IAC = 13, EB = 5
2022 Elect additional 10 members to IAC (=28)
Elect Chair of the EB, Elect Chair of IAC, Elect 2 members to EB
Elect 3 Members to EB for a one-year period
IAC = 23, EB = 5
2023 Elect 3 Members to EB at the summer meeting of the IAC
2024 Elect additional 10 members to IAC (=38)
Elect Chair of the EB, Elect Chair of IAC, Elect 2 members to EB,
IAC = 33, EB = 5
2025 Elect 3 Members to EB at the summer meeting in IAC.
2026 18 IAC members reach end of term (can stand again for +2 years)
Elect 10 new (or +2) IAC members (=30)
Elect Chair of the EB, Elect Chair of IAC, Elect 2 members to EB,
IAC = 30 (25), EB = 5
END OF TRANSITION
Normal Operation
2028 10 IAC members reach end of term (can stand again for +2 years)
Elect 10 new (or +2) IAC members
Elect Chair of the EB, Elect Chair of IAC, Elect 2 members to EB
IAC = 30 (25), EB = 5
2029 Elect 3 members to EB
2030 10 IAC members reach end of term (can stand again for +2 years)
Elect 10 new (or +2) IAC members
Elect Chair of the EB, Elect Chair of IAC, Elect 2 members to EB
IAC = 30 (25), EB = 5
2031 Elect 3 members to EB