Companies Act 2006
Charities Act 2011
COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL
Memorandum AND Articles of Association
OF
THE INCORPORATED SOCIETY FOR PSYCHICAL RESEARCH
(in accordance with the above Acts)
Incorporated the 7th day of August 1895
LINKLATERS & PAINES (PPG)
BARRINGTON HOUSE,
59/67, GRESHAM STREET,
LONDON, EC2V 7JA
No. 44861 C.
Certificate of Incorporation
OF
THE INCORPORATED SOCIETY FOR
PSYCHICAL RESEARCH
I HEREBY CERTIFY that the INCORPORATED SOCIETY FOR PSYCHICAL RESEARCH (the word “Limited” being omitted by licence of the Board of Trade) is this day Incorporated under the Companies Acts, 1862 to 1890, and that the Company is Limited.
Given under my hand at London, this Seventh day of August, One thousand eight hundred and ninety-five.
(Signed) ERNEST CLEAVE,
Assistant Registrar of Joint ~Stock Companies.
Fees and Deed Stamps £10 15 0.
Stamp Duty on Capital £
COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL
Memorandum of Association
OF
THE INCORPORATED SOCIETY FOR
PSYCHICAL RESEARCH
1. The name of the Society is “THE INCORPORATED SOCIETY FOR PSYCHICAL RESEARCH.”
2. The registered office of the Society will be situate in England.
3. The objects for which the Society is established are
(A) To succeed to and take over the property, rights and obligations of the existing Society for Psychical Research.
(B) To seek, collect, and obtain information respecting, and generally to investigate, the phenomena commonly known as psychical or as spiritualistic, including hypnotism, somnambulism, thought-transference, and all matters of a kindred nature.
(C) To employ persons to make investigations and obtain information in connection with all or any of the matters aforesaid, and to pay to such persons such remuneration for their services as may be thought proper.
(D) To purchase books, pamphlets, and other documents and publications dealing with all or any of the subjects aforesaid, or containing any information relating thereto, and to form and maintain a library of such books, pamphlets, documents, and publications for the use of the subscribers to the Society.
(E) To aid students and enquirers in their researches into all or any of the matters aforesaid.
(F) To prepare books, pamphlets, journals, or newspapers, dealing with or containing information with respect to all or any of the matters aforesaid, and to publish, sell, lend, give away, or otherwise distribute the same, in furtherance of the objects of the Society.
(G) If and so far as any trust affecting the Edmund Gurney library legally permits, to take charge of the books, pamphlets, publications, and manuscripts known as the Edmund Gurney library, and to add thereto, and to administer the fund subscribed for the purposes thereof.
(H) To establish or aid in establishing, societies or institutions having objects similar to the objects of this Society, in the United Kingdom or elsewhere, and to aid and support, financially or otherwise, all or any of such existing or future societies and institutions.
(I) To provide reading rooms and laboratories, and suitable offices for carrying out the objects of the Society.
(J) To hold meetings either of the subscribers of the Society, or of the public generally, for the purpose of investigating or discussing all or any of the matters aforesaid, and to cause public or other lectures or addresses to be delivered upon all or any of the said subjects, or any subjects of a like nature.
(K) To purchase, take on lease, hire, or otherwise acquire, and also let, lease, or dispose of any premises or other property for the purposes of the Society, subject to the provisions of Section 21 of the Companies’ Act, 1862.
(L) To receive from the subscribers to the Society and other persons, annual or other subscriptions, donations, legacies, and contributions of all kinds, and to apply the same, and all other the funds of the Society, to all or any of the objects of the Society.
(M) To make grants in aid of investigations respecting all or any of the matters aforesaid, by persons or institutions independent of the Society.
(N) To borrow from time to time any moneys required for the purposes of the Society, upon such security as may be determined or otherwise.
(0) To amalgamate and co-operate with any other society or institution having objects similar to those of this Society.
(P) To frame, promote, further, or oppose any Bill or Bills in Parliament, relating to all or any of the matters aforesaid.
(Q) To do all such lawful things as are incidental or conducive to the attainment of the above objects.
Provided that in case the Society shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Society shall not sell, mortgage, charge, or lease such property without such consent as may be required by law, and as regards any such property, the Managers or Trustees of the Society shall be chargeable for such property as may come into their hands, and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would, as such Managers or Trustees, have been if no Incorporation had been effected, and the incorporation of the Society shall not diminish or impair any control or authority exerciseable by the Chancery Division or the Charity Commissioners over such Managers or Trustees, but they shall, as regards any such property, be subject jointly and separately to such control and authority as if the Society were not incorporated.
4. The income and property of the Society, from whatever source derived, shall be applied solely towards the promotion of the objects of the Society, as herein set forth; and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus, or otherwise howsoever by way of profit to the Members of the Society; provided that nothing herein shall prevent the payment, in good faith, of remuneration to any officers or servants of the Society, or to any Member of the Society, or other person, in return for any services actually rendered to the Society.
5. The fourth paragraph of this Memorandum is a condition on which a license is granted by the Board of Trade to the Society in pursuance of section 23 of the Companies Act, 1867.
6. If any Member of the Society pays or receives any dividend, bonus, or other profit in contravention of the terms of the fourth paragraph of this Memorandum, his liability shall be unlimited.
7. Every Member of the Society undertakes to contribute to the assets of the Society, in the event of the same being wound up during the time that he is a member or within one year afterwards, for payment of the debts and liabilities of the Society contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributories between themselves, such amount as may be required, not exceeding ten shillings, or, in the case of his liability becoming unlimited, such other amount as may be required in pursuance of the last preceding paragraph of this Memorandum.
8. If upon the winding up or dissolution of the Society there remains after the satisfaction of its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the Members of the Society, but shall be given or transferred to some other society or societies, institution or institutions, having objects similar to the objects of this Society, to be determined by the Members of the Society at or before the time of dissolution, or, in default thereof, by such judge of the High Court of Justice as may have or acquire jurisdiction in the matter.
9. True accounts shall be kept of the sums of money received and expended by the Society, and the matters in respect of which such receipts and expenditure take place, and of the assets, credits, and liabilities of the Society, in books of account which shall be kept at the registered office of the Society, or at such other place or places as the Society think fit, and which shall be open to the inspection of the members, subject to any reasonable restrictions as to the time and manner of inspecting the same, that may be imposed in accordance with the regulations of the Society for the time being. Once at least in every year the accounts shall be examined, and the correctness of the statement and balance-sheet ascertained by one or more properly qualified accountant or accountants.
WE, the several persons whose names and addresses are sub-scribed, are desirous of being formed into a Society in pursuance of this Memorandum of Association.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS.
1. HENRY SIDGWICK,
Newnham College, Cambridge,
Professor of Moral Philosophy.
2. W. F. BARRETT,
Royal College of Science, Dublin,
Professor of Experimental Physics.
3. FREDERIC W. H. MYERS,
Leckhampton House,
Cambridge.
4. THOMAS BARKWORTH,
West Hatch, Chigwell,
Essex.
5. WILLIAM CROOKES, F.R.S.,
7, Kensington Park Gardens,
London, W.
6. H. ARTHUR SMITH,
1, New Square, Lincoln’s Inn,
Barrister-at-Law.
7. WALTER LEAF,
6, Sussex Place, Regent’s Park,
London.
Dated 31st July, 1895.
Witness to the above Signatures—
SYDNEY C. SCOTT,
Solicitor,
15, Queen Street,
Cheapside,
London, E.C.
Companies Act 2006
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
Articles of Association
OF
THE INCORPORATED SOCIETY FOR
PSYCHICAL RESEARCH
PRELIMINARY.
WHEREAS in the year 1882 certain persons desirous of promoting the objects described in the Memorandum of Association formed themselves into a Society called “ The Society for Psychical Research” and adopted certain rules for the government of the said Society (hereinafter referred to as the original Society), and the original Society comprised Members, Associates, Honorary Members, Corresponding Members and Honorary Associates, and Life Members and Life Associates, all of whose names and addresses were set forth and distinguished in a schedule to the Articles of Association.
AND WHEREAS the Society to which these Articles apply was formed for furthering and carrying on the objects of the original Society subject to the provisions of the Memorandum of Association and was incorporated under the Companies Acts, 1862 to 1890, as an Association falling within the 23rd section of the Companies Act 1867, and it was contemplated that the Members, Associates, Honorary Members, Corresponding Members, and Honorary Associates of the original Society should and would respectively become Members, Associates, Honorary Members, Corresponding Members, and Honorary Associates of this Society.
AND WHEREAS the license of the Board of Trade required by the 23rd section of the Companies Act, 1867, was duly granted: — NOW IT IS AGREED as follows: —
1. In these Articles — “The Act” means the Companies Act 1948. When any provision of the Act is referred to, the reference is to such provision as modified by any statute for the time being in force.
Wherever the male gender is used it shall be taken also to refer to the female gender.
2. Unless the context otherwise requires, expressions defined in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Society shall have the meanings so defined.
3. The Society is established for the purposes set forth in the Memorandum of Association.
4. For the purposes of registration the number of members of the Society was declared not to exceed 1,500, but the Council may at any time register an increase in the number of members.
MEMBERSHIP.
5. The Society shall consist of Members, Associates, Honorary Members, Corresponding Members, and Honorary Associates, and Life Members and Life Associates. Section 110 of the Act shall be duly complied with.
6. The persons whose names and addresses were set forth in the register of members at the date of the adoption of these Articles were at that date the Members, Honorary Members, Corresponding Members, Associates and Honorary Associates and Life Members and Life Associates respectively, as they were severally distinguished in the said Register.
7. A Life Member shall be a Member who prior to the adoption of these Articles as the Articles of Association of the Society has compounded for his annual subscription and become a Life Member by making a single payment of an amount equal to ten times the Member’s annual subscription at that time.
8. A Life Associate shall be an Associate who prior to the adoption of these Articles as the Articles of Association of the Society has compounded for his annual subscription and become a Life Associate by making a single payment of an amount equal to ten times the Associate’s annual subscription at that time.
9. No Honorary Member, Corresponding Member or Honorary Associate shall, by reason of being legally a member of the Society, be entitled to any rights other than those which by these Articles attach to the specific class to which he belongs, and (subject to the provisions of Article 40) wherever the word “Member” is used in these Articles without qualification, it shall (unless the context otherwise requires) be taken to exclude Honorary Members, Corresponding Members, Associates and Honorary Associates.
10. The Society may admit such other persons qualified and elected in that behalf as herein provided as Members, Associates, Honorary Members, Corresponding Members and Honorary Associates.
11. The rights of every Member, Associate, Honorary Member, Corresponding Member and Honorary Associate and Life Member and Life Associate shall be personal to himself, and shall not be transferable or transmissible by his own act or by operation of law.
ELECTION OF MEMBERS, ASSOCIATES, ETC.
12. All Members and Associates of the Society shall be elected by the Council.
13. The Council shall have the power in its discretion from time to time and for such period or periods as it shall deem expedient to suspend the election of Associates of the Society.
14. Every candidate for admission as a Member shall be proposed in writing by two or more Members or Associates, or shall give such references as shall be approved by the Council.
15. The election shall be by ballot and one black ball in five shall exclude.
16. The Council may invite and elect any person who is either distinguished for knowledge and experience in the subjects of the Society’s investigation, or has rendered valuable aid in connection with these subjects, to become either an Honorary Member or an Honorary Associate of the Society, but the Council may resolve to rescind such election whenever they deem it desirable so to do. And such persons, when so elected, shall have the rights of Members or Associates respectively, other than that of voting at Meetings of the Society, without being liable to the obligations under these Articles affecting Members or Associates, and they shall be eligible to be elected or co-opted as Members of the Council. Honorary Associates shall only be elected for one year, but are eligible for re-election.
17. The Council may elect any persons resident out of the United Kingdom, whose co-operation would in its judgment be conducive to the interests of the Society, to become Corresponding Members of the Society, and such Corresponding Members when elected shall have the rights without being liable to the obligations attaching to Associates. Corresponding Members shall only be elected for one year, but are eligible for re-election.
SUBSCRIPTIONS.
18. The subscriptions payable by Members and Associates of the Society shall be such annual sums as the Council may recommend from time to time and which the Society may determine in General Meeting called for that purpose. In making a recommendation the Council shall have regard to any decrease in the purchasing power of money due to inflation.
19. Subscriptions are payable prior to admission to the Society as a Member or Associate, and subsequently in January each year. Renewal subscriptions for Members and Associates who joined or rejoined the Society during the preceding calendar year shall be adjusted to take into account any unexpired portion of their initial 12 months of membership.
RIGHTS OF MEMBERS AND ASSOCIATES.
20. The Members of the Society shall be eligible to any of the offices of the Society; and shall be entitled to vote in the election of the Council and at all meetings of the Society.
21. The Associates of the Society also shall be eligible to any of the offices of the Society, including the Council; and shall be entitled to attend all meetings of the Society, except Annual and Extraordinary General Meetings. But such exception shall only have effect subject and without prejudice to Article 40.
RESIGNATION AND EXPULSION.
22. Any Member or Associate, on sending written notice to the Secretary that he is desirous of resigning, shall cease to be a Member or Associate as the case may be, and his name shall be removed forthwith from the Register of Members or Associates.
23. Upon the recommendation of the Council, the Society may, by an Extraordinary Resolution passed at a Meeting, notice of which (together with the grounds upon which his expulsion is to be proposed) shall have been given to the Member or Associate whose expulsion is in question, expel any Member or Associate from the Society, provided that at this meeting not less than twenty Members shall be present.
24. If the Council consider that the continued membership of a Member is not in the best interests of the Society by reason of the Member’s conduct (but not his opinions) they may, by resolution carried by three-quarters in number of those present and voting (any resulting fraction being rounded down to the nearest whole number) at a meeting of the Council at which due notice of an intention to move the resolution has been given and at which the chair is taken by the President or a Vice-President, suspend the membership of that Member and either (if so requested in writing by him within 14 days after being notified of his suspension) transfer his name to the Register of Associates or (in default of such a request) return his subscription and remove his name from the Register of Members; provided that before permitting such a resolution to be moved the Council shall invite the Member to attend a meeting of the Council to hear reasons for the action proposed and to be heard if he wishes to make representations.
25. The Council may, without any resolution of a General Meeting, remove from the Register of members any Member or Associate whose subscription is twelve months in arrear, and who has failed to pay all arrears of subscriptions after two applications in writing have been made.
COUNCIL AND OFFICERS.
26. The affairs of the Society shall be managed by a Council which shall consist of eighteen members elected annually at a General Meeting, and of other members co-opted from time to time by the Council, provided that the number of co-opted members of the Council shall not exceed twelve at any one time. The members co-opted from time to time by the Council shall cease to hold office immediately before the first Council Meeting held after the 1st day of March in each year but shall be eligible to be co-opted afresh at the same or any subsequent Meeting of the Council. The Council may exercise all the powers of the Society which are not by the Act or by these Articles required to be exercised by the Society in General Meeting.
27. The names of any persons for the time being proposed to be co-opted on the Council shall be sent to all members of the Council not less than fourteen days previous to being submitted for co-optation. Co-optation of any person whether on the first or any subsequent occasion shall be by ballot. The ballot shall first be taken for all the names together and in case there shall be one black ball in five then each name shall be balloted for separately and one black ball in five shall exclude.
28. Of the eighteen elected members of the Council six, or whatever number may be required to reduce the number of elected members to twelve, shall go out of office on the election of their successors at each Annual General Meeting, but shall be eligible for re-election. The members to go out of office shall be those who have for the time being been in office for the longest time without re-election. The Secretary shall every year, at least twenty-eight days before the ensuing Annual General Meeting, send to all the Members of the Society a list of the retiring members of Council and a statement indicating whether all, and if not, which of them, are candidates for re-election. In all cases retiring members shall be deemed to remain in office until they shall have been re-elected or their successors appointed.
29. Any Member or Associate of the Society shall be eligible for election or re-election as a member of the Council provided he shall have been nominated in writing by at least two members of the Society duly qualified and such nomination shall have been forwarded to the Secretary not later than the 31st January preceding the holding of the Annual General Meeting in any year provided that this Article shall not affect the rights of members under Section 140 of the Companies Act, 1948. A list of the persons so nominated shall be forwarded to all the members of the Society at least twenty-one days prior to the meeting. In case more persons duly qualified shall be nominated for election at any Annual General Meeting than are required to fill up the vacant places of those retiring by rotation then such persons shall be deemed elected as shall obtain the highest number of votes.
30. The Council shall at their first meeting after the Annual General Meeting in each year elect from the Members or Associates of the Society, including Honorary Members and Associates and Corresponding Members, a President who shall be President of the Society and an ex-officio member of the Council and of all Committees, and who shall retire from office yearly at the first meeting of the Council after the Annual General Meeting in each year. He shall, however, be eligible for re-election, and shall be deemed to retain his office until he shall have been re-elected or his successor appointed.
31. At the same meeting the Council shall elect a Treasurer and such other officers as they may deem expedient, who shall retire from office annually, at the same time and under the same conditions as provided for in the case of the President by the last preceding Article. The Council shall also from time to time elect Vice-Presidents, who shall be ex-officio Honorary Members of the Society, and who shall have the privilege of being present at any of the meetings of the Council.
32. The Council shall appoint a Secretary and determine his salary or other remuneration from time to time, and shall have power to appoint and employ an Assistant Secretary and such other honorary or paid officers, assistants, and servants as they may deem necessary, and to determine their duties. All the appointments made by the Council shall be revocable by the Council.
32A. A member of the Council, whether elected or co-opted, may, by reason of his suitability for a post, be employed or engaged by the Society to perform part-time or occasional duties outside the obligations required or expected of him as a Trustee, and for those duties he may be remunerated; and a member of the Council shall be as much entitled as any other applicant to receive grants from the SPR Research Fund or other grant-making body, and to have expenses paid in connection with approved projects pursued in the interests of psychical research.
33. The Council shall elect persons duly qualified to fill up any casual vacancies which may from time to time occur in their own body; and any such persons so elected shall go out of office when the term of office of the persons in whose places they were respectively appointed would have expired.
34. The Council shall meet monthly unless otherwise determined. In these articles the expression Council 'meeting' includes, except where inconsistent with any legal obligation, a physical meeting; a video conference, an internet video facility or similar electronic method allowing simultaneous video and audio participation; and telephone conferencing. These arrangements shall also apply to meetings of committees of the Council. An attendance book shall be kept and signed by each member of the Council present. Any Council member participating remotely shall have his or her attendance entered into the attendance book on their behalf by the Secretary or Committee Chairman. At all meetings of the Council four physically present in the room shall be a quorum. All questions shall be decided by vote, and a decision of the majority shall, except where otherwise provided by these Articles, be the decision of the meeting. The President of the Society shall be Chairman of the meetings of the Council. In his absence a Vice-President, who is also a subscribing Member of the Society, shall act as Chairman; and if no such Vice-President is present the meeting shall elect a Chairman from among the members of the Council. The Chairman of any meeting shall have, in addition to his own, a casting vote.
35. The Council shall have powers to appoint for special purposes Committees composed of Members or Associates of the Society or other suitable persons. Every Committee shall report its proceedings to the Council through the Chairman of such Committee, who must be a member of the Council; and no report shall be published without the sanction of the Council.
36. The Council shall have power to employ the funds of the Society, including any funds obtained by donation, bequest or otherwise, in any manner consistent with the objects of the Society; and they may invest any surplus funds in such securities and in such manner as they may deem proper; and they may sell, employ or reinvest the said funds.
37. The Council shall have power to make such regulations as they may think fit with regard to the use of the reading-rooms and libraries of the Society by the Members and Associates of the Society and with regard to the borrowing of books from the libraries of the Society by the Members of the Society.
38. By virtue of subsection (7) (a) of section 185 of the Act, subsections (1) to (6) inclusive of that section shall not have effect and accordingly no person shall be disqualified from being appointed as a member of the Council and no member of the Council shall be required to retire from that office by reason only of the fact that he has attained the age of seventy years.
38A. If the Council consider that the continued membership of a member of the Council is not in the best interests of the Society by reason of the member’s conduct (but not his opinions) they may, by resolution carried by three-quarters in number of those present and voting (any resulting fraction being rounded down to the nearest whole number) at a meeting of the Council at which due notice of an intention to move the resolution has been given and at which the chair is taken by the President or a Vice-President, require the resignation of that member, whereupon he shall be deemed to have resigned from the Council with immediate effect, and the Secretary shall forthwith give him written notice of the passing of the resolution; provided that no such request shall be of effect unless the member concerned has served as a member of the Council for not less than six months since the date when he was first elected and has had the opportunity of attending not fewer than three meetings of the Council.
GENERAL MEETINGS.
39. A General Meeting shall be held by the Society once in each calendar year as its Annual General Meeting and shall be specified as such in the notices convening it. All other General Meetings shall be called Extraordinary General Meetings, and shall be specified as such in the notices convening them.
40. For the purposes of any General Meeting the word “Members” shall include all members of the Council, elected or co-opted, including Vice-Presidents, Honorary Members, Associates or Honorary Associates.
41. The Annual General Meeting shall be held in the month of March or April on a day and at a time and place to be fixed by the Council.
42. An Extraordinary General Meeting may be convened at any time by the Council, and shall be convened by them upon such requisition, or, in default, may be convened by such requisitionists as
provided in Section 132 of the Act.
43. The quorum for a General Meeting shall be ten Members, personally present and entitled to vote.
In the event of a quorum not being present within half an hour of the time announced for the commencement of the meeting, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be a quorum.
44. Twenty-one days’ notice in writing at the least of every Annual General Meeting and of every meeting convened for the passing of a Special Resolution and fourteen days’ notice in writing at the least of any other General Meeting (exclusive both of the day on which the notice is given or deemed to be given and of the day fixed for the meeting), specifying the place, day and hour of the meeting, and in the case of special business the general nature of such business shall be given to the Accountants and to every Member except as provided by Article 65, and (subject to Section 140 of the Act), no other special business shall be transacted at such meeting; but the accidental omission to give such notice to or the non-receipt of such notice by any person entitled to receive the same, shall not invalidate the proceedings of such meeting. No notice of business to be transacted (other than such ballot list as may be requisite in the case of elections) shall be required in the absence of special business.
45. Special business shall include all business for transaction at an Extraordinary General Meeting, and all business for transaction at an Annual General Meeting, with the exception of the consideration of the accounts and balance sheets and the ordinary reports of the Council and Accountants, and the fixing of the remuneration of the Accountants.
46. The President or, him failing, a Vice-President, shall preside as Chairman at every General Meeting of the Society. If none of the principal officers is present within fifteen minutes from the time appointed for holding the meeting and willing to act as Chairman, the Members present shall choose some one of their number to act as Chairman.
47. The Chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place. When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
48. No persons other than Members shall have the right to vote at any General Meeting of the Society and each Member shall have one vote, but in the case of an equality of votes the Chairman of the meeting shall have a second or casting vote.
49. Any Member may appoint another Member to vote as his proxy at any General Meeting of the Society. The instrument appointing a proxy shall be in writing under the hand of the appointor and shall be deposited at the registered office of the Society not less than forty-eight hours before the time for holding the meeting, or adjourned meeting, as the case may be, at which the person named in such instrument proposes to vote. An instrument appointing a proxy shall be in the ordinary form, or in such other form as the Council may approve. No person shall act as a proxy unless he is entitled on his own behalf to be present and vote at the meeting at which he proposes to vote. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
50. At any General Meeting of the Society a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded by at least five Members present in person or by proxy and entitled to vote or by a Member or Members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting, before or on the declaration of the result of the show of hands. Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book of proceedings of the Society shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. If a poll is duly demanded, it shall be taken at such time and place and in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The result of the poll shall be reported in the official organ of the Society. No poll may be demanded on the election of a Chairman of a General Meeting, or on a question of adjournment.
PROPERTY AND FUNDS.
51. Every paper accepted by the Society for reading or publication shall become the absolute property of the Society, unless the author’s rights are specially reserved.
52. Any donation may be accepted by the Society.
53. The property and funds of the Society, or any part thereof, may be sold or disposed of by or according to the order and direction of the Council, subject nevertheless to the provisions of the Memorandum and Articles of Association.
54. Subject to any restrictions affecting moneys subject or representing property subject to the jurisdiction of the Charity Commissioners for England and Wales, all the moneys of the Society in excess of such current balance in the hands of the Treasurer as the Council shall authorise the Treasurer to keep in hand to meet the current expenses of the Society, shall be invested by the Treasurer in the purchase of or at interest upon the security of such stocks, funds, shares, securities or other investments of whatsoever nature and wheresoever (including land of any tenure) not involving liability or upon such personal credit with or without security as the Council shall direct to the intent that (subject as hereinbefore appears) the Council shall have the same full and unrestricted power of directing the Treasurer to invest and transpose investments in all respects as if the Council were absolutely entitled thereto beneficially.
55. The receipt in writing of the Treasurer, or of such other officer or officers of the Society as may be authorised to receive moneys on account of the Society, for any moneys payable to them on account of the Society, or which shall in any manner become payable to or for the purposes of the Society, shall be an effective and complete discharge for any such moneys.
56. Subject to the provisions of section 205 of the Act, the Members of the Council shall be indemnified out of the funds and property of the Society from and against all costs, charges, damages, and expenses whatsoever, which they or any of them shall sustain by reason of their respectively accepting office, or acting in execution of the duties or powers imposed upon or given them by the Articles of Association.
SEAL.
57. The Council shall provide for the safe custody of the Society’s seal which shall only be used by the authority of the Council or of a Committee of the Council authorised by the Council in that behalf, and every instrument to which the seal shall be affixed shall be signed by a member of the Council and shall be countersigned by the Secretary or by a second Council member appointed for the purpose.
58. Duly qualified Accountants shall be elected and their duties shall be regulated in accordance with sections 159 to 162 of the Act, the members of the Council being treated as the Directors mentioned in these sections.
Accounts.
59. The Council shall cause proper and sufficient books of account to be kept in accordance with the requirements of section 147 of the Act with respect to:—
(A) The assets and liabilities of the Society.
(B) The sums of money received and expended by the Society and the matters in respect of which such receipts and expenditure take place.
(C) All sales and purchases of goods by the Society.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Society’s affairs and to explain its transactions.
60. The books of account shall be kept at the registered office or (subject to section 147 (3) of the Act), at such other place or places as the Council shall think fit, and shall always be open to the inspection of the members of the Council.
61. Subject to any reasonable restrictions as to the time and manner of inspecting the same that may from time to time be imposed by the Society in General Meeting, the books of account shall be open to the inspection of the Members of the Society at all reasonable times during business hours.
62. At each Annual General Meeting the Council shall, in accordance with sections 148, 150 and 157 of the Act, cause to be prepared and to be laid before the Society an income and expenditure account and balance sheet made up to the end of the immediately preceding financial year. Every such balance sheet shall be accompanied by a report of the Council, and a report of the Accountants and a copy of such account, balance sheet and reports and of all other documents (if any) required by the Act to be annexed or attached thereto or to accompany the same, shall be sent to all persons entitled to receive notices of General Meetings not less than twenty-one clear days before the date of the meeting, in the manner in which notices are hereinafter directed to be served. The Accountants’ report shall be read before the meeting, as required by section 162 of the Act.
NOTICES.
63. A notice may be served by the Council or by the Secretary upon any member either personally or by sending it through the post in a prepaid letter addressed to the member at his address as registered in the books of the Society or by sending under prepaid cover addressed to the member a copy of the Journal of the Society in which such Notice is printed.
64. Any notice if served by post shall be deemed to have been served on the day following that on which the letter containing the same was put into the post; and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and stamped and put into the Post Office.
65. No member of the Society of any class not having a registered address within the United Kingdom shall be entitled to any notice: and all proceedings may be had and taken without such notice to the Member of the Society of any class in the same manner as if he had had due notice.
WINDING UP.
66. The provisions of Clause 8 of the Memorandum of Association of the Society shall have effect as if the same were repeated in these Articles with the substitution of the words “shall be given to some charitable object” for the words “by such Judge of the High Court of Justice as may have or acquire jurisdiction in the matter” and the provisions of that clause shall be deemed to be altered accordingly.