Constitution

Paragraphs 17 - 20

17   Appointment of Trustees.

(1) The Society at an Annual General Meeting shall declare the election of Honorary Officers and the other Trustees.

(2) The Trustees may appoint any person who is willing to act as a Trustee. Subject to paragraphs 5(a) and 5(b) of this clause, they may also appoint Trustees to act as Honorary Officers.  Any such appointment shall be confirmed by election at the next Annual General Meeting.

(3) Each of the Trustees shall retire with effect from 1st January following the next Annual General Meeting after his or her appointment but shall be eligible for re-election at that Annual General Meeting subject to clauses 17(6) and 17(7).

(4) No-one may be elected as a Trustee or an Honorary Officer at any Annual General Meeting unless prior to the meeting the Society is given a notice that:

(a) is signed by a Member entitled to vote at the meeting;

(b) states the Member’s intention to propose the appointment of a person as a Trustee or as an Honorary Officer;

(c) is signed by the person who is proposed to show his or her willingness to be appointed.

(5)  

(a) The appointment of a Trustee, whether by the Society in General Meeting or by the other Trustees, must not cause the number of Trustees to exceed the number fixed in accordance with this constitution as the maximum number of Trustees.

(b) The Trustees may not appoint a person to be an Honorary Officer if a person has already been elected or appointed to that office and has not vacated the office.

(6) Election of Honorary Officers

(a) Procedure.

(i) A nomination for each office shall be made by Council and circulated to all members.  In choosing these nominations for President, President-elect and Vice-President, Council shall endeavour to select officers such that at any one time the President and Vice-President shall represent each of FBR and FMC , the two major constituencies of the Society. In making these nominations, Council shall take into consideration any recommendations made to it in writing by members if received not less than three months preceding the Annual General Meeting. The Councils nominations shall be circulated to all members.

(ii) In addition other nominations, each supported by at least ten Members and with the written consent of the nominee, may be sent in writing to the General Secretary within 30 days of Council circulating its choice of candidates to the membership.

(iii) The list of nominations shall be sent to all members not less than two months before the Annual General Meeting.

(iv) If the number of nominations does not exceed the number of vacancies, the nominees shall be declared duly elected at the Annual General Meeting.

(v) If the number of nominations exceeds the number of vacancies a postal ballot of Members shall be held and the result declared at the Annual General Meeting.

(b) Length of Service.

(i) All Honorary Officers are elected annually for one year with effect from 1st January immediately following the Annual General Meeting. 

(ii) The President, who will normally be the President-Elect for the previous two years, shall serve for a period not exceeding two years and shall not be eligible for immediate re-election to the same office after the second year. 

(iii) The Vice-President shall serve for a period not exceeding two years and shall not be eligible for immediate re-election to the same office after the second year.

(iv) The General Secretary, the Treasurer, the Publications Officer, and the Advisor on International Initiatives shall not normally serve for more than five years and shall not normally be eligible for immediate re-election to the same office after the fifth year. 

(7) Election of Members of the FBR, FEO and FMC Committees

(a) Procedure. 

(i) Each Member of the Society shall be invited to nominate names of Members for election to the FBR, FEO or FMC Committees. 

(ii) Nominations must be supported by two or more Members and shall reach the General Secretary not less than three months preceding the Annual General Meeting and be accompanied by a signed acceptance of nomination by the candidate. 

(iii) Each Committee may also make nominations.

(iv) A list of all duly completed nominations shall be circulated to all members not less than two months before the Annual General Meeting. 

(v) When the number of nominations exceeds the number of vacancies the new Committee Members shall be elected by a postal ballot of Members and the results announced at the Annual General Meeting. Each Member of the Society may vote for new Members of the FEO Committee and either the FBR or the FMC Committees.

(b) Committee Members shall normally serve for three years, with at least one retiring each year.  Those who retire shall not be eligible for immediate re-election as Members of that Committee.

18   Powers of Trustees.

(1) The Trustees must manage the business of the Society and they have the following powers in order to further the Objects:

(a) to raise funds.  In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;

(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Society.  In exercising this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993;

(d) 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.  The Trustees must comply as appropriate with sections 38 and 39 of the Charities Act 1993 if they intend to mortgage land;

(e) to co-operate with other societies, charities, voluntary bodies and statutory authorities and to exchange information and advice with them;

(f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;

(g) to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the Objects;

(h) to set aside income as a reserve against future expenditure but only in accordance with any written policy about reserves;

(i) to obtain and pay for such goods and services as are necessary for carrying out the work of the Society;

(j) to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds 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;

(k) to employ such staff subject to Clause 4(5), as are necessary for the proper pursuit of the Objects, and to make all reasonable and necessary provision for payment for such services;

(l) to do all such other lawful things as are necessary for the achievement of the Objects.

(2) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.

(3) Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.

(4) The Financial and Administrative Year is from 1st January to 31st December inclusive.  The commencement and termination of appointments relate to these dates.

 (5) The Society will indemnify all Honorary Officers and others for expenses and liabilities incurred with the Council's approval in carrying out Society business.

19  Disqualification and Removal of Trustees.

A Trustee shall cease to hold office if he or she:

(1) is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

(2) ceases to be a member of the Society;

(3) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(4) resigns as a Trustee by notice to the Society (but only if at least two Trustees will remain in office when the notice of resignation is to take effect), or

(5) is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.

20  Proceedings of Trustees.

(1) The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.

(2) Any Trustee may call a meeting of the Trustees.

(3) The General Secretary must call a meeting of the Trustees if requested to do so by a Trustee.

(4) Questions arising at a meeting must be decided by a majority of votes.

(5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

(6) No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made.

(7) The quorum shall be eight voting Council members including at least two Honorary Officers.

(8) A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote.

(9) If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a General Meeting.

(10) The person elected as the Chair shall chair meetings of the Trustees.

(11) If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting.

(12) The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees.

(13) A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held.

(14) The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees.