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Council of Management

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This article is a continuation of the Associations Articles of Association

39. The Council of the Association shall consist of the Chairman of the Association for the time being, the Director of the Association, the Treasurer of the Association (when the respective offices carry no salary or remuneration), together with

1. nine elected members as referred to under Article 5 (2) and
2. six elected members as shown under Article 5 (3) and
3. one representative of each chapter or branch provided that no member of that chapter or branch has already been elected to serve on the Council and
4. such further members not exceeding three as the Council may co-opt.

Variation of constitution of Council

40. The Association may from time to time at any Annual General Meeting increase or reduce the number of members of the Council and (subject to Article 59) may vary its constitution and determine the period during which members of the Council are to hold office, and may make any appointments necessary for effecting any increase in its members.

Powers of the Council

4I. The business of the Association shall be managed by the Council who may exercise all such powers of the Association, and do on behalf of the Association all such acts as may be exercised and done by the Association, and as are not by the statutes or by these Articles required to be exercised or done by the Association in General Meeting, subject nevertheless to these Articles, to the statutes, and to such bye laws being not inconsistent with these Articles of the statutes, as may be prescribed by The Association in General Meeting, as hereinafter provided, but no such by-laws shall invalidate any prior to the Council which would have been valid if such bye-law had not been made.

Vacancies in Council

42. The continuing members of the Council may act notwithstanding any vacancy in their body; provided always that in case the members of the Council shall at any time be or be reduced in number to less than eight it shall be lawful for them to act as the Council for the purpose of filling up vacancies among the elected members of their body, or of summoning a General Meeting, but not for any other purpose.

Banking account

43. The Association's banking account shall be kept with such Bankers as the Council shall from time to time determine.

Signatures to cheques

44. Only persons duly authorised by the Council and acting within the limits of the authority so conferred shall have authority to give receipts for money or otherwise or to sign cheques or enter into contracts, so as thereby to impose any liability on the Association or otherwise to pledge the credit of the Association

Vacation of office Members of Council

45. The office of a member of the Council shall be vacated:

1. If a receiving order be made against him or he makes any arrangements or composition with his creditors.
2. If he be found lunatic or become of unsound mind.
3. If he cease to be a member of the Association.
4. If by notice in writing to the Association he resigns his office.
5. If not being an elected member or branch representative he ceases to hold the office by virtue of which he is entitled to be a member of the Council.
6. If he cease to hold office by virtue of Section 185 of the Companies Act 1948.
7. If he be removed from office by a resolution duly passed to Section 184 of the said Act.
8. If he be prohibited from acting as a member of the Council by any Order made under Section 188 of the said Act.

Rotation of Members of Council

46. At each subsequent Annual General Meeting after the election of members as provided under Article 17 five of the elected members and all of the Chapter and branch representatives shall retire from office but shall be eligible for re-election. Co-opted members of the Council shall retire at the first Annual General Meeting after their co-option. A retiring member of the Council shall retain his office until the dissolution or adjournment of the meeting at which he retires. The elected members to retire shall be those who have been longest in office, provided that if two or more members were elected on the same day, those who retire (unless they agree otherwise between themselves) shall be determined by lot.

Branch representatives

47. Each chapter and branch of the Association shall at its last meeting held prior to the Annual General Meeting of the Association when appropriate elect one chapter or branch representative to serve on the Council in accordance with Article 39 and shall forthwith give notice to the Association of such election.

Casual vacancies in Council

48. The Council shall have power from time to time and at any time to appoint any member of the Association to be a member of the Council to fill a casual vacancy or as an additional member in accordance with Article 39(c). Any member so appointed shall hold office until the next Annual General Meeting and if appointed to fill a casual vacancy among the elected members shall not be taken into account in determining the members who retire by rotation at such meeting. Any casual vacancy among the chapter or branch representatives may be filled by the chapter or branch whose representative has ceased to be a member of the Council, and the chapter or branch shall forthwith give notice to the Association of such election. Any casual vacancy among the officers referred to in Article 39 may be filled by the Council.

Removal of Council Member

49. In addition to and without prejudice to the provisions of Section 184 of the Companies Act 1984, the Association may by Extraordinary Resolution remove any Member of the Council before the expiration of his period of office, and if the person so removed is an elected member another member shall be appointed in a manner similar to that laid down in the last preceding Article. If the person so removed is a chapter or branch representative then such removal shall be deemed to create a casual vacancy among the branch representative on the Council.

Proceedings of the Council

Meetings of the Council

50. The Council may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, one third of members entitled to attend shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote.\

51. On request of the President or the Chairman or any six members of the Council, the Director shall, at any time, summon a meeting of the Council by notice served upon the several members of the Council. A member of the Council who is absent abroad shall not be entitled to notice of a meeting.

Chairman of the Council

52. The Council may from time to time elect a Chairman of their meetings and determine the period for which he is to hold office. The Chairman of the Council shall preside at all meetings of the Council, but if there be no such Chairman or if at any meeting he be not present within five minutes after the time appointed for holding the same or be unwilling to preside, then a Vice Chairman shall preside. If there be no Chairman or Vice Chairman or if at any meeting none of them is present within the period of five minutes aforesaid or if none of them is willing to preside, then the members of the Council present shall choose one of their number to preside.

Committees for Council

53. The Council may delegate any of their powers to Committees consisting of such member or members of the Council as they think fit and may co-opt non-members to serve on any Committee so set up. Any Committee so formed shall conform to any regulations imposed on it by the Council. The meetings and proceedings of any such Committee shall be governed by the provisions of these Articles for regulating the meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the Council as aforesaid. No vote of any meetings of any such Committee shall be valid at which members of the Association do not constitute a majority of those present and entitled to vole.

Validity of Council's acts

54. All acts done by any meeting of the Council or of any Committee of the Council, or by any person acting as a member of the Council, shall notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that the members of the Council or of such Committee or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Council.

Validity of resolution by agreement in writing

55. A resolution in writing signed by all the members for the time being of the Council or of any Committee of the Council shall be as valid and effectual as if it had been duly passed at a meeting of the Council or of such Committee duly convened and constituted.

Signed minutes to be deemed correct

56. The Council shall cause proper minutes to be entered in books kept for that purpose of all proceedings of general meetings of the Association and of meetings of the Council and of Committees of the Council, and of all business transacted at such meetings, and any such minute of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting of the same body, shall be conclusive evidence without further proof of the facts therein stated.

Seal

57. The Council shall provide for the safe custody of the seal, which shall only be used by the authority of the Council or of a Committee of the Council authorised by the Council on their behalf, and every instrument to which the seal shall be affixed shall be countersigned by the Director or by a second member of the Council or by some other person appointed by the Council for the purpose.

Director and Treasurer

Appointment of substitute for Director and Treasurer

58. The Council may from time to time by resolution appoint a substitute for the Director and Treasurer and for all the purposes of these Articles the Director and the Treasurer and any substitute appointed shall be deemed to hold the appropriate office.

Bye-Laws

59. Any bye-laws made by the Council shall be under the Seal of The Association and may at any time be annulled or varied by the Council by instrument under the Seal of the Association. Bye-laws and any alteration thereto shall be published in the Association's Journal and shall have effect 30 days after publication. All bye-laws so made and for the time being in force shall be binding on all members and shall have full effect accordingly. Such bye-laws shall not be inconsistent with these Articles or the Statutes nor shall they constitute such an alteration of or addition to these Articles as could only lawfully be made by special resolution.

Accounts

60. The Council shall in accordance with the requirements of Section 147 of the Companies Act, 1984, cause proper books of account to be kept with respect to:

1. All sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place.
2. All sales and purchase of goods by the Association and
3. The Assets and Liabilities of the Association.

61. The books of account shall be kept at the registered office, or (subject to Section 147 (3) of the Companies Act, 1948) at such other place or places as the Council shall think fit, and shall at all times be open to the inspection of members of the Council.

Inspection of books of account

62. Subject to the provisions of the Memorandum of Association of the Association and to the rights of the members there under the Association in General Meeting may from time to time make reasonable conditions or regulations as to the time and manner in which the accounts and books of the Association shall be open to the inspection of members and, subject to such conditions and regulations, the accounts and books of the Association shall be open to the inspection of member's at all reasonable times during business hours.

Submission of annual accounts

63. The Council shall from time to time in accordance with Sections 148, 150 and 157 of the Companies Act, I948, cause to be prepared and laid before the Association in General Meeting such income and expenditure accounts, balance sheets and reports as are referred to in those sections.

Accounts to be sent to members

64. A copy of every such account and balance sheet (including every document required by law to be annexed (thereto) which is to be laid before the Association in General Meeting, together with a copy of the Auditor's report and a copy of the report of the Council, shall not less than twenty one clear days before the date of the meeting is sent to every person entitled to receive notices of general meetings of the Association. The Auditor's report shall be read before the meeting and be open to the inspection of the members as prescribed by statute.

Audit

65. Auditors shall be appointed and their duties regulated in accordance with Sections 159 to 162 of the Companies Act, 1948.

Notices

66. A notice may be given by the Association to a member of any class, either personally or by sending it by post addressed to him at his registered address or (if he has no registered address within the United Kingdom) at the address (if any) within the United Kingdom supplied by him to the Association for the giving of notices to him. If he had no registered address within the United Kingdom and has not supplied the Association an address within the United Kingdom at which notices may be served upon him, he shall not be entitled to receive any notice from the Association.

67. Where the notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter or wrapper containing the notice, and to have been effected at the expiration of 24 hours after the letter or wrapper containing the same is posted