PART 1

1   Adoption of the Constitution.

The association and its property shall be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.

2   The Name.

The association's name is the British Mycological Society (and in this document it is called the Society).

3   The Objects.

The Society’s objects are to promote mycology in all its aspects by supporting scientific research, conservation issues, publications, meetings, and such other activities as it shall deem appropriate.

4   Application of the Income and Property.

(1) The income and property of the Society shall be applied solely towards the promotion of the Objects.

(2) A Trustee may pay out of, or be reimbursed from the property of the Society, any reasonable expenses properly incurred by him or her when acting on behalf of the Society.

(3) 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) a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Society;

(b) a Trustee from:

(i) buying goods or services from the Society upon the same terms as other members or members of the public;

(ii) receiving a benefit from the Society in the capacity of a beneficiary of the Society, provided that the Trustees comply with the provisions of sub-clause (6) of this clause, or as a member of the Society and upon the same terms as other members;

(c) the purchase of indemnity insurance for the Trustees against any liability that by virtue of any rule of law would otherwise attach to a trustee or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the Society but excluding:

(i) fines;

(ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Trustee or other officer;

(iii) liabilities to the Society that result from conduct which the Trustee or other officer knew or ought to have known was not in the best interests of the Society or in respect of which the person concerned did not care whether that conduct was in the best interests of the Society or not.

(4) No Trustee may be paid or receive any other benefit for being a Trustee.

(5) A Trustee may:

(a) sell goods, services or any interest in land to the Society;

(b) be employed by or receive any remuneration from the Society;

(c) receive any other financial benefit from the Society,

if:

(d) he or she is not prevented from so doing by sub-clause (4) of this clause; and

(e) the benefit is permitted by sub-clause (3) of this clause; or

(f) the benefit is authorised by the Trustees in accordance with the conditions in sub-clause (6) of this clause.

(6)  (a) If it is proposed that a Trustee should receive a benefit from the Society that is not already permitted under sub-clause (3) of this clause, he or she must:

(i) declare his or her interest in the proposal;

(ii) be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it;

(iii) not be counted in determining whether the meeting is quorate;

(iv) not vote on the proposal.

(b) In cases covered by sub-clause (5) of this clause, those Trustees who do not stand to receive the proposed benefit must be satisfied that it is in the interests of the Society to contract with or employ that Trustee rather than with someone who is not a Trustee, and they must record the reason for their decision in the minutes.  In reaching that decision the Trustees must balance the advantage of contracting with or employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee's services as a result of dealing with the Trustee's conflict of interest).

(c) The Trustees may only authorise a transaction falling within paragraphs 5(a-c) of this clause if the trustee body comprises a majority of Trustees who have not received any such benefit.

(d) If the Trustees fail to follow this procedure, the resolution to confer a benefit upon the Trustee will be void and the Trustee must repay to the Society the value of any benefit received by the Trustee from the Society.

(7) A Trustee must absent himself or herself from any discussions of the Trustees 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 interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter.

(8) In Clause 4, "Trustee" shall include any person, firm or company connected with the Trustee.

5  Dissolution.

 (1) If Council decides that it is necessary or advisable to dissolve the Society it shall call a quorate General Meeting of all members of the Society, for which not less than twenty-one days notice (stating the terms of the resolution to be proposed) shall be given.  If the proposal is confirmed by a two-thirds majority of those present and voting the Trustees will remain in office as Society Trustees and will be responsible for winding up the affairs of the Society in accordance with this clause.

(2) The Trustees must collect all the assets of the Society and must pay or make provision for all the liabilities of the Society.

(3) The Trustees must apply any remaining property or money:

(a) directly for the Objects;

(b) by transfer to any Society or charities for purposes the same as or similar to those of the Society;

(c) in such other manner as the Charity Commissioners for England and Wales ("the Commission") may approve in writing in advance.

(4) The members may pass a resolution before or at the same time as the resolution to dissolve the Society, specifying the manner in which the Trustees are to apply the remaining property or assets of the Society; and the Trustees must comply with the resolution if it is consistent with paragraphs (a) - (c) inclusive in sub-clause (3) above.

(5) 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).

(6) The Trustees must notify the Commission promptly that the Society has been dissolved.  If the Trustees are obliged to send the Society's accounts to the Commission for the accounting period that ended before its dissolution, they must send to the Commission the Society's final accounts.

6  Amendments.

 (1) Any provision contained in Part 1 of this constitution may be amended provided that:

(a) no amendment may be made that would have the effect of making the Society cease to be a charity at law;

(b) no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of (or donors to) the Society;

(c) no amendment may be made to clause 4 without the prior written consent of the Commission;

(d) any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a quorate General Meeting.

(2) Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a quorate General Meeting.

(3) A copy of any resolution amending this constitution must be sent to the Commission within twenty-one days of it being passed.

(4) Any agreed amendments to Part 1 or Part2 of the Constitution shall be notified to all members.