Promoting medico-legal knowledge in all its aspects

The Medico-Legal Society was founded in 1901 and is a registered charity number 214508

THE MEDICO-LEGAL SOCIETY
RULES OF THE SOCIETY
As approved by the Council of the Society at its meeting on 14 March 2019 and by
the Annual General Meeting of the Society on 13 June 2019

GENERAL MATTERS AND OBJECTS
Adoption of the Rules of the Society
1.
The Society and its property will be administered and managed in accordance with these Rules, which
shall replace the existing Rules of the Society with effect from the first day of October immediately
following the date of approval by the Society in General Meeting
Name
2.
The Society shall be called “THE MEDICO-LEGAL SOCIETY” [referred to in these Rules as “the
Society”].
Objects
3.
The object of the Society shall be the promotion of Medico-Legal knowledge in all its aspects. This
object shall be attained by holding meetings at which papers shall be read and discussed, and by such
other means as the Council shall approve.

PROPERTY, INCOME AND EXPNSES OF THE SOCIETY
Application of income and property
4.
(1) The income and property of the charity shall be applied solely towards the promotion of the objects.
(a) A Trustee of the Society is entitled to be reimbursed from the property of the Society or may pay
out of such property expenses reasonably and necessarily incurred by him or her when acting on behalf
of the Society.
(b) A Trustee of the Society 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. Without prejudice to any such right, every Trustee or other officer of the Society may shall be
indemnified out the asset of the Society against any liability incurred by him or her in defending any
proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he
or she is acquitted or in connection with any application which relief is granted to him or her by the
court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of
the Society, and against all costs, charges, losses expenses and liabilities incurred by him or her in the
execution and discharge of his or her duties on behalf of the Society
(2) None of the income or property of the charity 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 Trustee from receiving:
(a) a benefit from the Society in the capacity of a beneficiary of the Society;
(b) reasonable and proper remuneration for any goods or services supplied to the Society.
Benefits and payments to Trustees of the Society and connected persons
5.
(1) General provisions
No Trustee of the Society or connected person may:
(a) buy or receive any goods or services from the Society on terms preferential to those applicable to
members of the public;
(b) sell goods, services or any interest in land to the Society;
(c) be employed by, or receive any remuneration from the Society;

(d) receive any other financial benefit from the Society;
unless the payment is permitted by sub-clause (2) of this clause, or authorised by the court or the
Charity Commission (‘the Commission’).
In this clause, a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a
monetary value
(2) Scope and powers permitting trustees’ or connected persons’ benefits
(a) A Trustee of the Society or connected person may receive a benefit from the Society in the capacity
of a beneficiary of the Society provided that it is available generally to beneficiaries of the Society
(b) A Trustee of the Society 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 conditions in, section 185 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a Trustee of the Society or connected person may provide
the Society with goods that are not supplied in connection with services provided to the Society by the
Trustee of the Society or connected person.
(d) A Trustee of the Society 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).
(e) A Trustee of the Society or connected person may receive rent for premises let by the Trustee or
connected person to the Society. The amount of the rent and the other terms of the lease must be
reasonable and proper. The Trustee concerned must withdraw from any meeting at which such a
proposal or the rent or other terms of the lease are under discussion.
(f) A Trustee of the Society 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.
(3) Payment for supply of goods only – controls
The Society and its Trustees may only rely upon the authority provided by sub-clause 2(c) of this
clause if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in an agreement in writing
between the Society and the Trustee of the Society 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.
(b) 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
(c) The other Trustees of the Society 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 Trustee of the Society or connected person. In
reaching that decision the Trustees of the Society must balance the advantage of contracting with a
Trustee or connected person against the disadvantages of doing so.
(d) 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 him or her or it with regard to the supply of goods to the
charity.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a
quorum of Trustees of the Society is present at the meeting.
(f) The reason for their decision is recorded by the Trustees of the Society in the minutes.
(g) A majority of the Trustees of the Society then in office are not in receipt of remuneration or
payments authorised by paragraph 5.

(4) In sub-clauses (2) and (3) of this paragraph:
(a) ‘the Society” includes any company in which the Society:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or
(iii) has the right to appoint one or more trustees to the board of the company.
(b) ‘connected person’ includes any person within the definition set out in clause 34 (Interpretation).

MEMBERSHIP
Categories of Membership
6.
The Society shall consist of Members in the following categories:
(a) Ordinary Members who shall be qualified members of the legal profession and/or of the medical
profession, that is to say persons who have qualified in accordance with the requirements of their
respective professions as medical practitioners, dental surgeons, solicitors or barristers, in the United
Kingdom or elsewhere.
(b) Associate Members, who shall be persons who are comparably qualified member of professions
ancillary to the legal and/or medical professions as so defined above or who have otherwise
demonstrated an interest in medico-legal matters but who are not in the aforementioned categories.
(c) Student Members, who shall be persons who are currently undertaking a recognised course of
training required for qualification as members of one of the professions eligible for Ordinary
Membership.
Rights of members
7.
Members of the Society shall have the following entitlements in accordance with their category:
(a) Ordinary Members of the Society shall be entitled
(i) To attend and vote in General Meetings of the Society
(ii) To attend meetings and other events arranged by the Society and to participate in
them as considered appropriate by the President or other Council Member as may be chairing
such meetings or events.
(iii) At the discretion of the Society, to introduce such guests to meetings and other events
(excluding General Meetings) as Council may in its absolute discretion allow.
(iv) To receive editions of the Society’s Journal as and when this is published following
the date of their admission to membership for as long as they remain Ordinary Members.
(v) To have full members’ access to any web site provided by the Society for the benefit
of its Members.
(b) Associate Members of the Society shall enjoy the same rights of membership of the Society as a
Full Member, except that he or she shall have no entitlement to vote in General Meetings
(c) Student Members of the Society shall enjoy the same rights of membership of the Society as
Associate Members but in addition, on demonstrating to the Council’s satisfaction they have
qualified in a profession referred to in paragraph 3(a), will automatically become Ordinary
Members of the Society
(d) Honorary Members of the Society shall enjoy the same rights of membership of the Society as
Ordinary Members, if they were Ordinary Members at the time they are elected to Honorary
Membership.; otherwise they shall have the same rights as Associate Members..
(f) The rights of a Member cannot be transferred to anyone else and cease when membership
ceases.
Election of Members
8. Every candidate for Membership (other than for Honorary Membership) shall submit a written
application on a form approved by Council from time to time. Applications shall be considered
by the Council in such manner as it determines and election shall be in its discretion.

9. Honorary Members of the Society may be elected by the Council on such terms and conditions
and for such periods as the Council may from time to time think fit.
Responsibilities of Membership
10. Members of the Society will have the following responsibilities:
(a) To conduct themselves in relation to the affairs of the Society so as not to prejudice its
reputation or without reasonable cause to hinder its normal and lawful functioning
(b) To notify one of the Secretaries or membership administrator (if one is appointed) promptly of
any change of address and contact details, including, where available, an email address. In
default of such notice all communications from or on behalf of the Society to the last address
or email address notified to the Society shall be deemed to have been received by the Member.
(c) To pay when required and in accordance with these Rules any subscription any other sum
owed to the Society including, if required by the Society, provision of a Standing Order, direct
debit mandate or other arrangement for regular payment of sums due.
Termination of membership
11. Membership is terminated if:
(a) the member dies;
(b) the member resigns by written notice to the Society unless, after the resignation, there would be less
than two members;
(c) any sum due from the member to the Society is not paid in full within two months of it falling due,
unless in the discretion of the Trustees an extension of time to pay the arrears is granted;
(d) the member is removed from membership by a resolution of the Council that it is in the best
interests of the Society that his or her membership is terminated. A resolution to remove a member
from membership may only be passed if:
(i) the member has been given at least twenty one days’ notice in writing of the meeting of the
Council at which the resolution will be proposed and the reasons why it is to be proposed;
(ii) 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.

GENERAL MEETINGS
12.
(1) The Society shall hold an Annual General Meeting in June or July or as close as possible to this
period each year following the date of the adoption of this constitution. At each Annual General
Meeting :
(a) a report of the proceedings of the Society since the previous Annual General Meeting shall
be presented
(b) Trustees, Honorary Officers of the Society and members of the Council shall be elected to
fill any vacancies in accordance with the requirements for such elections in these Rules..
(c) The statement of accounts which have been duly audited or subject to independent
examination shall be presented.
(2) General Meetings other than Annual General Meetings shall be called Special General Meetings.
(3) The Trustees may call a Special General Meeting at any time, and must do so if requested to do
so in writing delivered personally to an Honorary Officer or Trustee of the Society by at least
fifteen Members Any such request must state the nature of the business to be discussed. If the
Trustees fail to hold the meeting within twenty eight days of the request, the Members
requesting the meeting may call a Special General Meeting but in doing so must comply with the
provisions of these Rules

(4) The minimum period of notice required to hold any General Meeting is fourteen days from the
day on which the notice is deemed to have been given, or such shorter period of notice as may
be agreed by all Members entitled to attend and vote.
(5) The notice must be given to all the Members and the Trustees and 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.
(6) No business shall be transacted at any General Meeting unless a quorum is present, namely at
least 20 Ordinary Members.
(7) No rule shall be made, altered, or rescinded, except by a two thirds majority of Ordinary
Members of the Society eligible to vote and in attendance in General Meeting.
(8) General Meetings shall be chaired by the President or in his or her absence such member of the
Council of the Society as he or she may nominate; in the absence of such nomination the
Meeting shall appoint a chair from those Members present
(9) Save where these Rules require a specified majority to approve a resolution a resolution shall
only be approved if a simple majority of those present and entitled to vote at the General
Meeting signify their approval. Decisions shall be decided by the Chair’s ruling on a show of
hands unless before or at the time of the ruling on a show of hands a poll is demanded by the
Chair or at least 5 members present and having the right to vote at the meeting. Any poll shall
be taken at the meeting in the manner directed by the Chair In the event of a tie the Chair shall
have a casting vote in addition to his or her vote in his or her right as a Member. An entry in the
minutes approved by the General Meeting as to the decisions of the meeting, and the votes in
favour or against shall be conclusive evidence without further proof of the number or proportion
of votes recorded for or against any resolution.
TRUSTEES, OFFICERS AND COUNCIL
Trustees
13. There shall be a Board of Trustees of the Society, consisting of not more than five Ordinary
Members of the Society who have been elected in accordance with these Rules.
14. From the coming into effect of these Rules the Trustees of the Society shall be:
(a) The President for the time being ex officio
(b) the Honorary Treasurer for the time being ex officio
(c) –
(d) –
(e) –
With the exception of the above named all other Trustees of the Society as these Rules are
approved shall cease to be Trustees on the coming into effect of these Rules.
15. Subject to any provisions in these Rules which providing for a different term, no person may
remain a Trustee of the Society for more than 3 years from the date the appointment takes effect. Any
trustee may be re-appointed for one further term not exceeding 3 years. Subject to this maximum the
term of appointment shall be that set at the time of appointment.
16. The Trustees of the Society shall be responsible for:
(a) ensuring that the Society’s activities further the objects described in paragraph 2
(b) the proper stewardship of the Society’s finances and assets
(c) the Society’s compliance with the requirements of the Charities Act.
(d0 facilitating the arrangements made by the Council of the Society for the furtherance
of the Society’s objects in so far as those arrangements are in accordance with these Rules

Honorary Officers

17. The Honorary Officers of the Society and their terms of office unless otherwise specified by a
general meeting at the time of their election shall be:-
Post Term of office
The President Two years from 1st October following the
General Meeting at which he or she was elected.
Honorary Treasurer Three years from 1st October following the
General Meeting at which he or she was elected,
renewable by one further term of three years if
approved by the General Meeting next before
the expiry of the initial term.
Honorary Legal secretary Such period as may be agreed at the General
Meeting at which he or she was appointed and
any subsequent General Meeting
Honorary Medical Secretary Such period as may be agreed at the General
Meeting at which he or she was appointed and
any subsequent General Meeting
Legal Editor of the Medico-Legal Journal Such period as may be agreed at the General
Meeting at which he or she was appointed and
any subsequent General Meeting
Medical Editor of the Medico-Legal Journal Such period as may be agreed at the General
Meeting at which he or she was appointed and
any subsequent General Meeting

The existing Vice-Presidents of the Society shall remain in office for three years from 1st October
following the General Meeting at which he or she was elected, but no further elections of Vice-
Presidents shall take place.
Election of Trustees and Officers
18.
(a) At the Annual General Meeting next before the date on which the post of any Trustee or Honorary
Officer is due to fall vacant, the Meeting shall elect a person from any members willing to act in that
capacity as successor to take office on that date.
(b) Candidates for any office must be proposed and seconded by an Ordinary Member.
(c) For the avoidance of doubt Honorary Officers shall be eligible for election in accordance with this
rule for one further term as Trustee unless they have already served a term as Trustee before their
election as an Honorary Officer.
19. Any casual vacancy occurring in the office of Honorary Officers may be filled by the
Council, but any person so chosen shall retain his office so long only as the vacating member in whose
place he is appointed would have retained the same if no vacancy had occurred.
20. The appointment of a Trustee or other member of Council must not cause the number of
Trustees to exceed any number fixed in accordance with these Rules as the maximum number of
trustees.
21. A Trustee shall cease to hold office if he or she:
(1) 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 that provision);
(2) ceases to be a member of the Society;
(3) in the opinion of the President, or if requested by the Trustee in question, of the Council, having
regard to all information they deem material or submitted by the Trustee, the Trustee has become
physically or mentally incapable of acting as a Trustee and may remain so for more than three months;
(4) resigns as a Trustee by notice to the charity (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. For the purpose of this
provision meetings of Council shall be deemed to be meetings of the Trustees.
22. A member of the Council other than a Trustee shall cease to hold office if he or she:
(1) ceases to be a member of the Society;
(2) resigns as a member of Council by notice to the Society; or
(3) is absent from all the meetings of Council held with in a period of six consecutive months and
the Council resolve that his or office be vacated.
FUNCTIONS OF THE TRUSTEES
Poceedings of the Trustees of the Society
23.
(1) The Trustees may regulate their proceedings as they think fit, subject to the provisions of these
Rules.
(2) Any Trustee may call a meeting of the Trustees.
(3) The President 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 or in attendance
by telephone or other electronic means at the time the decision is purported to be made.
(7) The quorum shall be two.
(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 falls to or 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 of
the Society.
(10) The person elected as the President shall chair meetings of the trustees.
(11) If the President is unwilling or unable 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.
(15) Decisions taken at meetings of the Council shall be regarded as decisions of the Trustees if
sufficient Trustees are present at the meeting to constitute a quorum for a Trustees’ meeting, and thoseagreement with the decision.
24. Conflicts of interests and conflicts of loyalties
A Trustee must:
(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed
transaction or arrangement with the Society or in any transaction or arrangement entered into by the
Society which has not been previously declared; and
(2) 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).
Any Trustee absenting himself or herself from any discussions in accordance with this clause must not
vote or be counted as part of the quorum in any decision of the Trustees on the matter.
25. Saving provisions
(1) Subject to sub-paragraph (2) of this paragraph, all decisions of the Trustees, or of a committee of
the Trustees, shall be valid notwithstanding the participation in any vote of a Trustee:
(a) who is disqualified from holding office;
(b) who had previously retired or who had been obliged by this constitution to vacate office;
(c) who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;
if, without the vote of that Trustee and that charity trustee being counted in the quorum, the decision
has been made by a majority of the charity trustees at a quorate meeting.
(2) Sub-paragraph (1) of this paragraph does not permit a Trustee to keep any benefit that may be
conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if, but for subparagraph
(1), the resolution would have been void, or if the Trustee has not complied with paragraph
21 (Conflicts of interests and conflicts of loyalties)
26. Delegation
(1) The Trustees may delegate any of their powers or functions to a committee of two or more Trustees
but the terms of any such delegation must be recorded in the minutes.
(2) The Trustees may impose conditions when delegating, including the conditions that:
(a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;
(b) no expenditure may be incurred on behalf of the Society except in accordance with a budget
previously agreed with the trustees.
(3) The Trustees may revoke or alter a delegation.
(4) All acts and proceedings of any committees must be fully and promptly reported to the Trustees.
27. Irregularities in proceedings
(1) Subject to sub-paragraph (2) of this clause, all acts done by a meeting of Trustees, or of a
committee of trustees, shall be valid notwithstanding the participation in any vote of a trustee:
(a) who was disqualified from holding office;
(b) who had previously retired or who had been obliged by these Rules to vacate office;
(c) who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;
if, without:
(d) the vote of that Trustee; and
(e) that Trustee being counted in the quorum,

Page 9 of 12
the decision has been made by a majority of the trustees at a quorate meeting
(2) Sub-clause (1) of this clause does not permit a Trustee to keep any benefit that may be conferred
upon him or her by a resolution of the trustees or of a committee of trustees if the resolution would
otherwise have been void.
(3) No resolution or act of
(a) the Trustees
(b) any committee of the Trustees
(c) the Society in General Meeting shall be invalidated by reason of the failure to give notice to any
Trustee or member or by reason of any procedural defect in the meeting unless it is shown that the
failure or defect has materially prejudiced a member or the beneficiaries of the charity.
28. Minutes
The trustees must arrange for minutes to be recorded of all:
(1) appointments of Officers and Trustees made by the Society;
(2) proceedings at meetings of the Society;
(3) meetings of the Trustees and committees of Trustees including:
(a) the names of the trustees present at the meeting;
(b) the decisions made at the meetings; and
(c) where appropriate the reasons for the decisions.
29. Accounts, Annual Report, Annual Return
(1) The Trustees must comply with their obligations under the Charities Act 2011 with regard to:
(a) the keeping of accounting records for the charity;
(b) the preparation of annual statements of account for the charity;
(c) the transmission of the statements of account to the Commission;
(d) the preparation of an Annual Report and its transmission to the Commission;
(e) the preparation of an Annual Return and its transmission to the Commission
(2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended
Practice issued by the Commission, unless the trustees are required to prepare accounts in accordance
with the provisions of such a Statement prepared by another body.
30. Registered particulars
The Trustees must notify the Commission promptly of any changes to the Society’s entry on the
Central Register of Charities.
31. Property
(1) The Trustees must ensure the title to:
(a) all land held by or in trust for the Society that is not vested in the Official Custodian of Charities;
and
(b) all investments held by or on behalf of the Society, is vested either in a corporation entitled to act as
custodian trustee or in not less than three individuals appointed by them as holding trustees.

Page 10 of 12
(2) The terms of the appointment of any holding trustees must provide that they may act only in
accordance with lawful directions of the Trustees of the Society and that if they do so they will not be
liable for the acts and defaults of the trustees or of the members of the charity.
(3) The Trustees may remove the holding trustees at any time.
32. Repair and insurance
The Trustees must keep in repair and insure to their full value against fire and other usual risks all the
buildings of the Society (except those buildings that are required to be kept in repair and insured by a
tenant). They must also insure suitably in respect of public liability and employer’s liability.
THE COUNCIL OF THE SOCIETY .
33.
Subject to any directions and guidance that may be given by the Trustees, the affairs of the Society
shall be managed by the Council, which shall consist of the Trustees, the Honorary Officers and nine
other members of the Society. Each member of Council (excluding the Trustees and Honorary
Officers) shall serve for a maximum of three years from 1st October following the Annual General
Meeting at which they were elected, and shall be eligible to offer themselves for re-election for one
further period of three years, following which he or she shall not be eligible for re-election until one
year has elapsed from end of the second period as a Council Member.
34.
Council shall be quorate if it consists of five persons, one of whom is to be the President. In the
absence of the President, the President shall select one of the Council Members to chair the meeting
failing which the senior Trustee or Vice President shall hold the chair.
35.
Any casual vacancy occurring in the office of Honorary Officers or of the Council may be filled by the
Council, but any person so chosen shall retain his office so long only as the vacating member in whose
place he is appointed would have retained the same if no vacancy occurred.
36.
The Council may from time to time appoint for such purposes as the Council thinks fit Committees
with or without power to add to their number, and Committees so appointed may appoint Sub-
Committee with or without a similar power to add; but unless power to act is given by the Council the
decisions of the Committees and Sub-Committees shall require the sanction of the Council.
37.
The Council shall submit to each Annual General Meeting nominations to fill any vacancy for
Trustees, each of the other offices and membership of the Council. Any two members of the Society
may nominate any member of the Society for election as a Trustee or other member to the Council or to
any office, provided that such nomination be sent in writing, and signed by them, to one of the
Honorary Secretaries not less than four weeks before the Annual General Meeting. The Council may
nominate any members of the Society for election as a Trustee or to any office or to membership of the
Council at or before its meeting prior to the Annual General Meeting. All nominations, whether by the
Council or by individual members of the Society, shall be printed on the notice convening the Annual
General Meeting. Any such nomination must be signed by the person nominated indicating his or her
agreement to accept the appointment if elected.
ENTRANCE FEE AND SUBSCRIPTION
38.
The annual subscription of each category of Membership of the Society shall be such sum as may be
determined from time to time by the Society in General Meeting, payable on election and on each
succeeding 1st day of January.
39.Page 10 of 12
(2) The terms of the appointment of any holding trustees must provide that they may act only in
accordance with lawful directions of the Trustees of the Society and that if they do so they will not be
liable for the acts and defaults of the trustees or of the members of the charity.
(3) The Trustees may remove the holding trustees at any time.
32. Repair and insurance
The Trustees must keep in repair and insure to their full value against fire and other usual risks all the
buildings of the Society (except those buildings that are required to be kept in repair and insured by a
tenant). They must also insure suitably in respect of public liability and employer’s liability.
THE COUNCIL OF THE SOCIETY .
33.
Subject to any directions and guidance that may be given by the Trustees, the affairs of the Society
shall be managed by the Council, which shall consist of the Trustees, the Honorary Officers and nine
other members of the Society. Each member of Council (excluding the Trustees and Honorary
Officers) shall serve for a maximum of three years from 1st October following the Annual General
Meeting at which they were elected, and shall be eligible to offer themselves for re-election for one
further period of three years, following which he or she shall not be eligible for re-election until one
year has elapsed from end of the second period as a Council Member.
34.
Council shall be quorate if it consists of five persons, one of whom is to be the President. In the
absence of the President, the President shall select one of the Council Members to chair the meeting
failing which the senior Trustee or Vice President shall hold the chair.
35.
Any casual vacancy occurring in the office of Honorary Officers or of the Council may be filled by the
Council, but any person so chosen shall retain his office so long only as the vacating member in whose
place he is appointed would have retained the same if no vacancy occurred.
36.
The Council may from time to time appoint for such purposes as the Council thinks fit Committees
with or without power to add to their number, and Committees so appointed may appoint Sub-
Committee with or without a similar power to add; but unless power to act is given by the Council the
decisions of the Committees and Sub-Committees shall require the sanction of the Council.
37.
The Council shall submit to each Annual General Meeting nominations to fill any vacancy for
Trustees, each of the other offices and membership of the Council. Any two members of the Society
may nominate any member of the Society for election as a Trustee or other member to the Council or to
any office, provided that such nomination be sent in writing, and signed by them, to one of the
Honorary Secretaries not less than four weeks before the Annual General Meeting. The Council may
nominate any members of the Society for election as a Trustee or to any office or to membership of the
Council at or before its meeting prior to the Annual General Meeting. All nominations, whether by the
Council or by individual members of the Society, shall be printed on the notice convening the Annual
General Meeting. Any such nomination must be signed by the person nominated indicating his or her
agreement to accept the appointment if elected.
ENTRANCE FEE AND SUBSCRIPTION
38.
The annual subscription of each category of Membership of the Society shall be such sum as may be
determined from time to time by the Society in General Meeting, payable on election and on each
succeeding 1st day of January.
39.Page 11 of 12
Members shall pay the required subscription by such manner as shall from time to time be directed by
the Council.
40.
The membership of any Ordinary member whose subscription is in arrear by two months shall be
terminated, but any such membership may be re-instated by the Council on such terms as the Council
may think fit.
NOTICES
41.
(1) Any notice required by this constitution to be given to or by any person must be:
(a) in writing; or
(b) given using electronic communications including email.
(2) The Society may give any notice to a member either:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it using electronic communications to the member’s address, or
(e) by transmission to any email address provided by the member to the Society.
.
(30 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 charity.
(4) A member present in person at any meeting of the charity shall be deemed to have received notice
of the meeting and of the purposes for which it was called.
(5) (a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be
conclusive evidence that the notice was given.
(b) Proof that a notice contained in an electronic communication was sent in accordance with guidance
issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the
notice was given.
(c) A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the
case of an electronic communication, 48 hours after it was sent.
DISPUTES AND DISSOLUTION
42. Disputes
If a dispute arises between members of the charity about the validity or propriety of anything done by
the members under these Rules 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.
43. Dissolution
(1) If the Members resolve to dissolve the Society the Trustees will remain in office as charity trustees
and be responsible for winding up the affairs of the Society in accordance with this clause.
(2) The Trustees must collect in all the assets of the charity and must pay or make provision for all the
liabilities of the charity.
(3) The Trustees must apply any remaining property or money:
(a) directly for the objects;
(b) by transfer to any charity or charities for purposes the same as or similar to the Society;

 

INTERPRETATION
44. Interpretation
In these Rules ‘connected person’ means:
(1) a child, parent, grandchild, grandparent, brother or sister of the Trustee;
(2) the spouse or civil partner of the trustee or of any person falling within sub-clause (1) above;
(3) a person carrying on business in partnership with the trustee or with any person falling within subclause
(1) or (2) above;
(4) an institution which is controlled –
(a) by the trustee or any connected person falling within sub-clause (1), (2), or (3) above; or
(b) by two or more persons falling within sub-clause (4)(a), when taken together
(5) a body corporate in which –
(a) the Trustee or any connected person falling within sub-paragraphs (1) to (3) has a substantial
interest; or
(b) two or more persons falling within sub-clause (5)(a) who, when taken together, have a substantial
interest.
(6) Sections 350 – 352 of the Charities Act 2011 apply for the purposes of interpreting the terms used in
this clause.