(Registered Charity No. 279583 ) (“the Club”)
(Approved 12 June 2012)
New Rules for the Club were adopted at a Special General Meeting held on 12 June 2012. The meeting went on to adopt Bye-laws made under Rule 26 of the new Rules. The Rules and Bye-laws are set out in full below.
1. Adoption of the Rules
The Club will be administered and managed in accordance with the provisions in parts 1 and 2 of these Rules.
2. The Name
The Club’s name is the British Ornithologists’ Club.
3. The Objects
The Club’s objects are to promote scientific discussion between members and others interested in ornithology and to facilitate the dissemination of scientific information concerned with ornithology. The Club shall maintain its special interest in avian systematics, taxonomy and distribution.
4. Application of the Income and Property
(1) The income and property of the Club shall be applied solely towards the promotion of the Objects.
(2) A Trustee may pay out of, or be reimbursed from, the property of the Club reasonable expenses properly incurred by him or her when acting on behalf of the Club.
(3) None of the income or property of the Club may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Club. This does not prevent:
(a) a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Club;
(b) a Trustee from buying goods or services from the Club upon the same terms as other members or members of the public;
(c) the purchase of indemnity insurance for the Trustees against any liability that by virtue of any rule of law would otherwise attach to a Trustee or other officer in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the Club but excluding:
(ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of fraud, dishonesty or wilful or reckless misconduct of the Trustee or other officer;
(iii) liabilities to the Club that result from conduct that the Trustee or other officer knew or ought to have known was not in the best interests of the Club or in respect of which the person concerned did not care whether that conduct was in the best interests of the Club or not.
(4) No Trustee may be paid or receive any other benefit for being a Trustee.
(5) In this Clause 4, “Trustee” shall include any person, firm or company connected with the Trustee.
(1) If the members resolve to dissolve the Club the Trustees will remain in office as Club Trustees and be responsible for winding up the affairs of the Club in accordance with this clause.
(2) The Trustees must collect in all the assets of the Club and must pay or make provision for all the liabilities of the Club.
(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 those of the Club;
(c) in such other manner as the Charity Commission for England and Wales (“the Commission”) may approve in writing in advance.
(4) The members may pass a resolution before or at the same time as the resolution dissolving the Club specifying the manner in which the Trustees are to apply the remaining property or assets of the Club and the Trustees must comply with the resolution if it is consistent with paragraphs (a)-(c) inclusive in sub-clause (3) above.
(5)In no circumstances shall the net assets of the Club be paid to or distributed amongst the members of the Club.
(6) The Trustees must notify the Commission promptly that the Club has been dissolved. If the Trustees are obliged to send the Club’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Club’s final accounts.
(1) The Club may amend any provision in Part1 of these Rules provided that:
(a) no amendment may be made that would have the effect of making the Club cease to be a Charity at law;
(b) no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members or donors of the Club;
(c) no amendment may be made to clause 4 without the prior written consent of the Commission;
(d) any resolution to amend a provision of Part 1 of these Rules is passed by not less than two thirds of the members present and voting at a general meeting.
(2) Any provision contained in Part 2 of these Rules may be amended, provided that any such amendment is made by resolution passed by a simple majority of members present and voting at a general meeting.
(3) A copy of any resolution amending these Rules shall be sent to the Commission within twenty one days of its being passed.
(1) Membership is open to individuals over eighteen who are approved by the Trustees;
(2) An individual may become a member on payment of the appropriate annual subscription and subject to confirmation by the Trustees at their next meeting.
(3) Membership is not transferable to anyone else.
(4) The Trustees must keep a register of names and addresses of the members which must be made available to any member upon request.
8. Termination of Membership
(1)Membership is terminated if:
(a) the member dies;
(b) the member resigns by written notice to the Club unless, after the resignation, there would be fewer than two members;
(c) the member is removed from membership by a resolution of the Trustees that it is in the best interests of the Club 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 Trustees at which the resolution will be proposed and the reasons why it is proposed;
ii. the member or, at the option of the member, the member’s representative (who need not be a member of the Club) has been allowed to make representations to the meeting.
(2) The Trustees shall be entitled to terminate the membership of any member whose subscription has not been paid within six months of falling due, provided that such Member has been given written notice calling for payment of the subscription, and that the notice has not been complied with within one month of its date.
9. General Meetings
(1) An annual general meeting must be held not later than 30th June every year on a date to be fixed by the Trustees.
(2) All 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.
(4) The Trustees must call a special general meeting if requested to do so in writing by at least 10 members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the Trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so must comply with the provisions of these Rules.
(1) The minimum period of notice required to hold any general meeting of the Club is twenty-one clear days from the date on which the notice is deemed to have been given.
(2) The notice must 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.
(3) The notice must be given to all members and to the Trustees.
(1) No business shall be transacted at any general meeting unless a quorum is present.
(2) A quorum is 10 members entitled to vote upon the business to be conducted at the meeting.
(3) If no quorum is present at the meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting.
(1) General meetings shall be chaired by the person who has been elected as Chair.
(2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting it shall be chaired by the person who has been elected as Vice-Chair.
(3) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting, a Trustee nominated by the Trustees shall chair the meeting.
(4) If there is only one Trustee present and willing to act, he or she shall chair the meeting.
(5) If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.
(1) Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
(2) A resolution in writing signed by each member who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by one or more members.
14. Officers and Trustees
(1) The Club and its property shall be managed and administered by a committee comprising the Officers and other members elected in accordance with these Rules. The Officers and other members of the committee shall be the Trustees of the Club and in these Rules are together called “the Trustees”.
(2) The Club shall have the following Officers:
* A Chair
* A Vice-Chair
* An Honorary Secretary
* An Honorary Treasurer.
(3) A Trustee must be a member of the Club.
(4) No one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of Rule 17.
(5) In addition to the four Officers there shall be not less than three and not more than five other Trustees.
(6) A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees.
15. The Appointment of Trustees
(1) The Club in general meeting shall elect the Officers and the other Trustees.
(2) The Trustees may nominate any person who is willing to act as a Trustee. Subject to sub-clause (5)(b) of this rule, they may also nominate Trustees to act as officers.
(3) Any member wishing to nominate a candidate shall forward the nomination to the Honorary Secretary in writing signed by the nominating Member and five other members, with confirmation that the candidate has agreed to be nominated. To be valid, such a nomination shall reach the Honorary Secretary no later than 31 January preceding the annual general meeting.
(4) Each Trustee shall retire with effect from the conclusion of the fourth annual general meeting after his or her appointment and with the exception of the Honorary Secretary and Honorary Treasurer, shall not be eligible for re-election to the same office or position at that annual general meeting.
(5) (a)The election of a Trustee, must not cause the number of Trustees to exceed the number fixed by rule 14(5) above.
(b)The Trustees may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office.
(6) The Trustees may co-opt a Member (“the Co-opted Member”) to act as an Officer or other Trustee to fill temporarily, until the conclusion of the next annual general meeting, any vacancy that may occur. No more than three Co-opted Trustees are permitted at any one time.
16. Powers of Trustees
(1) The Trustees must manage the business of the Club and have the following powers in order to further the Objects (but not for any other purpose):
(a) to raise funds. In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
(b) to buy, take on lease or exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Club. In exercising this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993, as amended by the Charities Act 2006.;
(d) to borrow money and to charge the whole or any part of the property belonging to the Club as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the Charities Act 1993, as amended by the Charities Act 2006, if they intend to mortgage land;
(e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
(g) to acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed for any of the Objects;
(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
(i) to obtain and pay for such goods and services as are necessary for carrying out the work of the Club;
(j) to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000;
(k) to do all such other lawful things as are necessary for the achievement of the Objects.
(2) No alteration of these Rules or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees, nor shall these Rules have retrospective effect or invalidate any act of the Trustees under previous Rules of the Club.
(3) Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.
17. Disqualification and Removal of Trustees
A Trustee shall cease to hold office if he or she:
(1) is disqualified for acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
(2) ceases to be a member of the Club;
(3) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(4) resigns as a Trustee by notice to the Club (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 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.
18. Proceedings of Trustees
(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 Honorary Secretary must call a meeting of the Trustees if requested to do so by a Trustee.
(4) Questions arising at a meeting must be decided by a majority of votes.
(5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(6) No decision may be made by a meeting of the Trustees unless a quorum is present at the time that the decision is purported to be made.
(7) The quorum shall be four.
(8) A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote.
(9) If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting.
(10) The person elected as the Chair shall chair meetings of the Trustees.
(11) If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Vice-Chair shall chair the meeting. If the Vice-chair is also unwilling to preside or is not present, the Trustees present may appoint one of their number to chair that meeting.
(12) The person appointed to chair the meetings of the Trustees shall have no function or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees.
(13) A Trustee taking part in the meeting via telephone conference, Skype or other electronic means shall be deemed to be present at the meeting.
(14) In between Committee meetings, the Trustees may discuss matters by e-mail and, provided there is a consensus, valid and effectual decisions may be taken.
19. Irregularities in Proceedings
(1) Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees shall be valid notwithstanding the participation in any vote of a Trustee:
* who was disqualified from holding office;
* who had previously retired or who had been obliged by the constitution to vacate office;
* who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
* the vote of that Trustee; and
* that Trustee being counted in the quorum,
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 if the resolution would otherwise have been void.
(3) No resolution or act of
(a) the Trustees
(b) the Club 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 Club.
The Trustees must keep minutes of all:
(1) appointments of Officers and Trustees made by the Trustees;
(2) proceedings at meetings of the Club;
(3) meetings of the Trustees including:
* the names of the Trustees present at the meeting;
* the decisions made at the meetings; and
* where appropriate the reasons for the decisions.
21. Annual Report and Return and Accounts
(1) The Trustees must comply with their obligations under the Charities Act 1993 with regard to:
(a) the keeping of accounting records for the Club;
(b) the preparation of annual statements of account for the Club;
(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.
22. Registered Particulars
The Trustees must notify the Commission promptly of any changes to the Club’s entry on the Central Register of Charities.
(1) The Trustees must ensure the title to:
(a) all land held by or in trust for the Club that is not vested in the Official Custodian of Charities; and
(b) all investments held by or on behalf of the Club,
is vested either in a corporation entitled to act as custodian Trustee or in no fewer than three individuals appointed by them as holding Trustees.
(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 and if they do so they will not be liable for the acts and defaults of the Trustees or of members of the Club.
(3) The Trustees may remove the holding Trustees at any time.
The Trustees must insure suitably in respect of public liability.
(1) Any notice required by these Rules to be given to or by any person must be:
(a) in writing; or
(b) given using electronic communications.
(2) The Club 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.
(3) A member who does not register an address with the Club or who registers only a postal address that is not in the United Kingdom shall not be entitled to receive any notice from the Club.
(4) A member present in person at any meeting of the Club 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.
(1) The Trustees may from time to time make bye-laws for the conduct of their business.
(2) The bye-laws may regulate the following matters but are not restricted to them:
(a) the admission of members to the Club and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
(b) the procedure at general meetings and meetings of the Trustees in so far as such procedure is not regulated by these Rules;
(c) the keeping and authenticating of records. If the bye-laws made under this Rule permit records of the Club to be kept in electronic form and require a Trustee to sign the record, the bye-law must specify a method of recording the signature that enables it to be properly authenticated;
(d) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
(3) The Club in general meeting has the power to alter, add to or repeal the bye-laws.
(4) The Trustees must adopt such means as they think sufficient to bring the bye-laws to the notice of members of the Club.
(5) The bye-laws shall be binding on all members of the Club. No bye-law shall be inconsistent with, or shall affect or repeal anything contained in, these Rules.
BYE-LAWS OF THE BRITISH ORNITHOLOGISTS’ CLUB (Registered Charity No 279583) (“the Club”)
Adopted on the 12th June 2012
These Bye-laws are made under Rule 26 of the Club Rules and must be read in conjunction with those Rules.
1. Proposed changes to the Rules, or any part thereof, shall be set out in a resolution which shall be sent to all Members either by notice in the Bulletin or by separate mailing, together with details of the Agenda, at least three months before the date of the general meeting at which the resolution is to be decided.
2. The names of people nominated by the Trustees or Members of the Club under Rule 15(2) and (3) to be Officers and other Trustees, shall be circulated to the membership at least twenty one days before the relevant annual general meeting.
3. At the annual general meeting the business to be transacted shall comprise:
(a) receiving and considering the Chairman’s Review, the Trustees’ Report and the Accounts for the preceding calendar year;
(b) the regulation of matters having reference to the Bulletin;
(c) the election of Officers and other Trustees;
(d) any other business of which notice in writing shall have been given to the Honorary Secretary not less than 14 days before the meeting.
4. At a special general meeting no business may be transacted other than the business for which the meeting was called.
Powers of Trustees
5. The Trustees may appoint additional sub-committees, ex-officio officers and members to advise on and administer specific activities of the Club. While these appointees may advise the Trustees, executive authority rests with the Trustees.
6. The Trustees may appoint members (who may or may not be Trustees of the Club) to represent the Club on any Joint Committee set up in partnership with another Charity.
7. The Trustees shall appoint an Editor of the Bulletin for a term not exceeding four years. The editor shall be eligible for re-appointment.
8. The Trustees shall determine the annual subscription rate to be paid by members and review it annually.
9. The Trustees shall determine the annual subscription to be paid by institutions and other organisations (“Institutional Subscribers”) wishing to receive the Bulletin and review it annually.
10. The annual subscriptions of Members and Institutional Subscribers shall be due for payment on the first day of January in every year.
11. When a member, who is not an Officer or other Trustee, has rendered or is rendering the Club any services, the Trustees may, if it is deemed appropriate, waive the subscription due from that member for any year or years.
Proceedings of Trustees
12. The editor of the Bulletin, Chairman and Members of any Sub-Committees of the Club and all ex-officio officers or members may attend meetings of the Trustees, by invitation of the Chairman or any of the Trustees, but without the right to vote on any issue.
13. The Club shall aim to publish a journal under the title of the “Bulletin of the British Ornithologists’ Club” four times a year.
14. One copy shall be distributed gratis to every member and Institutional subscriber who has paid the appropriate current annual subscription.
15. The Editor may receive an annual honorarium for such work, which shall be determined by the Trustees from time to time.
16. The Editor may offer advice to the Trustees on all editorial matters but executive authority rests with the Trustees.
17. No communication, the whole or any part of which has already been published elsewhere, shall be eligible for publication in the Bulletin, except at the discretion of the Editor.
18. A member wishing to complain of the manner in which affairs of the Club are conducted must communicate the complaint in writing to the Chairman or Honorary Secretary who will raise the complaint as soon as practicable at a meeting of the Trustees for a decision or, if the recipient of the complaint considers the matter of urgency, will call a meeting of the Trustees specially to consider it.
19. The decision of the Trustees shall be communicated to the Member by the Honorary Secretary within twenty-one days of the relevant meeting.