Articles of Association
of
The Spiritualists' National Union
A Company not for profit and Limited by Guarantee
(incorporating amendments to, and including, Annual
General Meeting 15th July 2007)
| Preliminary 1. Interpretation Composition and Membership 2. Composition 3. Number of Members 4. Classes of Members 5. Honorary Officers, Members and Junior Associates 6. Affiliated Bodies 7. Associated Bodies 8. Application for Membership, etc. 9. Subscriptions 10. Branches 11. The Spiritualists' Lyceum Union 12. District Councils 13. Finance of District Councils 14. Accredited Representatives 15. Credential Cards 16. Termination of Membership, etc. Meetings 27. Composition of National Executive Committee The Council |
Administration 29. Qualifications for Office 30. Vacation of Office 31. Cessation of Membership of the NEC or Council 32. Vacancies in the NEC or Council 33. Powers of the NEC or Council 34. Attorneys 35. Meetings of the NEC and Council 36. Quorum for NEC and Council Meetings 37. Validity of acts of the NEC 38. Resolution by Correspondence 39. Functions of Members of NEC 40. Cheques, etc. 41. Minutes 42. General Secretary and Staff 43. The Seal 44. Expenses of NEC, Council and others Accounts 45. Keeping of Accounts 46. Place where Accounts to be kept 47. Auditors Notices 48. Notices by and to the Union Trusts 49. Trustees 50. Trusts for other Bodies 51. Cessation of Trusteeship 52. Indemnification of Trustees 53. Administration of Trust Property Miscellaneous 54. Settlement of Complaints 55. Bye-laws 56. General Indemnification 57. Alteration of Articles 58. Winding Up |
PRELIMINARY
1. Interpretation
(1) In these Articles, except where the context otherwise requires, the following words and expressions have the meanings hereby respectively assigned to them:-
| (a) | The Union | The above-named Company. |
| (b) | The Memorandum of Association | The Memorandum of Association of the Union as for the time being in force. |
| (c) | These Articles | These Articles of Association as for the time being in force. |
| (d) | Spiritualism Spiritualist |
As shown in Clause 3(b) of the Memorandum of Association. |
| (e) | The Seven Principles | The seven principles of Spiritualism mentioned in Clause 3(b) of the Memorandum of Association. |
| (f) | Church Mission Church Kindred Body |
A Spiritualist church or society or other institution or body of persons for the time being in affiliation with the Union as a Church, Mission Church or Kindred Body respectively, in accordance with Articles 6 and 8. |
| (g) | Affiliated Body | A Church, Mission Church or Kindred Body. |
| (h) | Associated Body | A society, institution or other body of persons for the time being in association with the Union in accordance with Articles 7 and 8. |
| (i) | Branch | As shown by Article 10. |
| (j) | District Council | As shown by Article 12. |
| (k) | Accredited Representative | As shown by Article 14. |
| (l) | Member Class A Member Class B Member Class C Member Class D Member |
As shown by Article 4, subject to the provisions of Article 14. |
| (m) | Church Member | A Spiritualist who is for the time being a full member of an affiliated body. |
| (n) | Full Member | As shown by Article 6, when used in relation to an affiliated body. |
| (o) | Honorary Officer Honorary Member Junior Associate |
As shown by Article 5. |
| (p) | National Executive
Committee The Officers The President The Vice-President The Treasurer The Chairmen of Standing Committees Ordinary Member of the NEC Council Member to the NEC |
As shown by Article 27. |
| (q) | The Council National Councillor District Council National Councillor Lyceum National Councillor Class B National Councillor |
As shown by Article 28. |
| (r) | Auditor | Professional auditor or elective auditor as shown by Article 47. |
| (s) | The General Secretary | The person appointed as General Secretary under Article 42 to act as Secretary to the Union, or any assistant secretary or other person for the time being performing the duties of General Secretary. |
| (t) | The Seal | The common seal of the Union. |
| (u) | Extraordinary
Resolution Special Resolution |
As shown by section 141 of the Companies Act 1948, |
| (v) | The Bye-Laws | As shown by Article 55. |
| (w) | Year Month |
Calendar year and month respectively. |
| (x) | Written In Writing |
Include references to printing, lithography, photography and other modes of reproducing words in visible and electronic form, including facsimile transmission, CD-ROM, DVD-ROM, email and publication on the Union's Website on the Internet. |
| (y) | Communication | As shown by the Electronic Communications Act 2000. |
| (z) | Electronic | As shown by the Electronic Communications Act Communications 2000. |
| (aa) | The Act | The Companies Act, 1948. |
(2) The Interpretation Act, 1889 shall apply to the interpretation of these Articles as it applies to the interpretation of an Act of Parliament.
COMPOSITION AND MEMBERSHIP
2.
Composition
The Union shall be composed of:-
(a) members;
(b) honorary
officers and honorary members;
(c) junior
associates;
(d) affiliated bodies
(that is to say, Churches, Mission Churches and Kindred Bodies) and
their respective members;
(e) Branches,
District Councils, and their respective members;
and
(f) Associated
Bodies.
Their respective status, rights, privileges and obligations shall be as
provided by or under these Articles.
3.
Number of Members
The Union is registered as having not more than 200,000 members, but the
National Executive Committee may from time to time register an increase
in the number of members.
4.
Classes of Members
There shall be four classes of members, namely:-
(a) Class A
members (Church Delegates), being the accredited representatives of
Churches elected in accordance with Article 14;
(b) Class B
members (Subscribing Members), being individual Spiritualists elected to
membership in accordance with Article 8;
(c) Class C
members (Kindred Body Delegates), being the accredited representatives
of Kindred Bodies elected in accordance with Article 14;
(d) Class D
members (Affiliate Members), being full members of a Church who have
been registered for membership in accordance with Article 8.
5.
Honorary Officers and Members and Junior Associates
(1) Persons of
distinction who are Spiritualists or in sympathy with the work of the
Union may be invited by the National Executive Committee to become
honorary officers or honorary members of the Union for such periods and
with such rights and privileges as the National Executive Committee may
from time to time determine.
Except as otherwise determined by the National Executive Committee such
persons shall be treated as members of the Union for all purposes other
than those of Clause 5 of the Memorandum of Association.
(2) Junior
Associateship is open to young people who are in sympathy with the
objects of the Union and have reached their 14th but not their 18th
birthday. Junior Associates
shall have such rights and privileges (other than the right to vote) as
may be prescribed in the Bye-Laws or from time to time decided upon by
the National Executive Committee.
6.
Affiliated Bodies
(1) A
Spiritualist Church or society or other institution or body of persons
(whether incorporated or not) shall be eligible for affiliation as a
Church, Mission Church or Kindred Body if it is established for the
advancement of Spiritualism and is governed by a written constitution or
set of rules which complies with the respective conditions prescribed in
the Bye-Laws and, in the case of a Church, has more than twelve full
members.
(2) The Bye-Laws
shall prescribe minimum requirements for the constitution of Churches,
Mission Churches and Kindred Bodies and in particular shall provide for
compliance with the following conditions:-
(a) In the case of a
Church:
(i) Membership
must be of two classes, namely, full membership and associate (i.e.
probationary) membership.
(ii) A permanent record
of persons in membership must be maintained.
(iii) All full members
must be required to signify in writing their adherence to the Seven
Principles.
(iv) The Church must be
controlled on a democratic basis by the full members, through an elected
Committee.
(v) There must be
annually a meeting of full members at which an audited statement of
accounts is presented.
(b) In the case of a
Mission Church or Kindred Body:
All persons who take part in the management or have a right to vote in
the affairs of the body must be required to signify in writing their
adherence to the Seven Principles.
(3) The National
Executive Committee shall from time to time approve and publish Rules
for Churches prepared so as to comply with the Bye-laws.
(4) All
affiliated bodies and their members shall be bound by these Articles and
by the Bye-laws in the same manner as if they were members of the Union.
(5) The books,
accounts and vouchers of any affiliated body shall be open to the
inspection of the auditors of the Union and of any other accountant or
qualified person appointed by the National Executive Committee for the
purpose in any particular case, when so requested by the affiliated body
or by members thereof, upon such conditions as may be prescribed in the
Bye-laws.
(6) A member of
the National Executive Committee, an Officer of the appropriate District
Council, the General Secretary, and any other representative of the
Union whose credentials are authenticated by a member of the National
Executive Committee or by the General Secretary or by an officer of the
appropriate District Council, shall be entitled to attend and speak at
any general meeting of an affiliated body.
(7) The National
Executive Committee may, after consultation with any District Council
concerned, determine, in the case of any Mission Church or Kindred Body,
whether or not its members or any of them are to be treated for the
purpose of these Articles and the Bye-laws as full members of the body;
and, in the case of a Kindred Body, may also determine after such
consultation whether or not its accredited representatives (if any)
under Article 14 are, as Class C members, to have the rights and
privileges, or such of them as may be specified, equal to those of Class
A members under all or any of these Articles;
and may from time to time vary any such determination in
consequence of any material change in circumstances.
Provided that:
(i) Every person
so treated as a full member and every person whose membership is taken
into account in determining the number of accredited representatives to
which the body is entitled shall have signified in writing his adherence
to the Seven Principles, and
(ii) Every person
whose membership is taken into account in determining the number and
selection of accredited representatives to which the body is entitled
shall have a right to participate either directly or indirectly in the
nomination, election or removal of such accredited representative on a
basis of equality with other such persons.
(iii) Any determination
of the National Executive Committee hereunder or any subsequent
variation thereof shall be open to revision by any general meeting held
within thirteen months after such decision, and the National Executive
Committee shall give effect to any direction thereon given by the
meeting. Subject to any
direction and such conditions as may be prescribed in the Bye-laws,
every such decision of the National Executive Committee shall be final.
7.
Associated Bodies
A society or other body of persons (whether incorporated or not) shall
be eligible to become an Associated Body if its objects are such as to
promote those of the Union, subject to such conditions as may be
prescribed in the Bye-laws.
8.
Application for Membership, etc.
(1) Every person
who is for the time being a full member of a Church and is not a Class B
member shall be eligible to be a Class D member and shall be registered
as such by the Church with the General Secretary upon request by the
member. Registration shall
be in such form as may from time to time be prescribed by the National
Executive Committee. No
person whose Class B membership has been terminated by the National
Executive Committee pursuant to Article 16 other than on the grounds of
overdue subscription shall be eligible to be a Class D member.
(2) An
application for acceptance into Class B membership, junior
associateship, affiliation or association shall be made to the General
Secretary in such form as may from time to time be prescribed by the
National Executive Committee and shall contain such information as the
National Executive Committee may reasonably require.
(3) Every
applicant for election to Class B membership must be over the age of 18
and shall be required to signify in writing his adherence to the Seven
Principles, and the application must be accompanied by one year's
subscription.
(4) Every
applicant for election as a junior associate must have reached his 14th
but not his 18th birthday and shall be required to sign a declaration of
his or her desire to serve God and the Spirit World.
(5) Every
application for acceptance into affiliation as a Church must be
accompanied by at least one calendar quarter's subscription.
(6) All
applications shall be submitted to the National Executive Committee, who
may accede to, defer or reject any application without explanation:
Provided that:
(i) no application
shall be considered at any meeting of the National Executive Committee
unless a majority of the National Executive Committee members present is
satisfied that sufficient notice of the application has been given;
and
(ii) the decision
of the National Executive Committee on any application shall, if so
requested by any member present, be taken by ballot, in which case two
adverse votes in five shall reject.
(7) An
application for affiliation may be accepted on a provisional basis, on
condition that all the conditions prescribed in Article 6 and in the
Bye-laws are complied with within a period not exceeding six months and
subject to review at the end of that period.
A body accepted on this basis shall not be entitled to appoint
any accredited representatives under Article 14 during such period.
(8)
An application for Class B
membership may be accepted on a provisional basis for not less than
twelve months, on condition that all the conditions prescribed in
Article 8 and in the Bye-laws are complied with within that period.
A Class B member accepted on this basis shall not be entitled to
exercise a right to vote during such period.
(9) When an
application is rejected, any subscription already paid shall be
refunded.
(10) The decision of the
National Executive Committee on any application shall be open to
revision by any general meeting held within thirteen months after such
decision, and the National Executive Committee shall give effect to any
direction thereon given by the meeting.
Subject to any such direction and to such conditions as may be
prescribed in the Bye-laws, every such decision of the National
Executive Committee shall be final.
(11) Upon being accepted into
Class B membership, junior associateship, affiliation or association, as
the case may be, each Class B member, junior associate, affiliated body
and Associated Body shall be issued with up-to-date copies of the
Memorandum and Articles of Association and Bye-laws of the Union.
9.
Subscriptions
(1) Each Class B
member, each junior associate, each affiliated body and each Associated
Body shall be liable to pay to the Union an annual subscription of
amount provided for in this Article.
The first subscription shall be payable on acceptance into
membership, affiliation or association, and subsequent subscriptions
shall be payable on such dates as may be prescribed in the Bye-laws.
The Bye-laws may make provision for payment by instalments.
(2)
The minimum annual subscription
of a Class B member shall be of such amount as may be decided from time
to time by resolution of the Class B members present and voting at a
general meeting of the Union and having the consent of the National
Executive Committee, and the subscription of a Class B member who is
also a Church member may be lower than that of other Class B members:
Provided that no person who was a Class B member on
the 1st of July 1950 and has remained a Class B member continuously
since that date shall be obliged to subscribe more than twenty-five
pence annually unless he agrees in writing to do so.
Until otherwise decided as aforesaid, the amount shall be three pounds.
(3) The minimum
annual subscription of a junior associate shall be of such amount as may
be decided from time to time by the National Executive Committee, not
exceeding one half of the amount payable by a Class B member.
(4)
The minimum annual subscription
of a Church shall be of such amount and shall be calculated on such
basis (having regard to the membership of the Church) as may be decided
from time to time by resolution of the Class A members present and
voting at a general meeting of the Union.
(5) The first
subscription of a Class B member or a Church shall be a full year's
subscription except that a Church which is accepted into affiliation on
or after the 1st April in any year shall pay for that year a reduced
subscription calculated pro rata from the first day of the calendar
quarter in which it was accepted.
(6) The annual
subscription of a Mission Church, Kindred Body or an Associated Body
shall be of such amount as may from time to time be decided in each case
by the National Executive Committee, having regard to the basis that
applies to Churches.
(7) The National
Executive Committee may in any case of hardship reduce the amount of
subscription.
(8)
When any subscription has been overdue for two months or more, notice
may be sent to the member or body concerned intimating that if payment
is not made within two months after the service of such notice, all
rights and privileges of membership, affiliation or association (as the
case may be) will be suspended.
If payment is not made in accordance with such notice, such
rights and privileges shall be suspended accordingly, subject to
restoration on such conditions as the National Executive Committee may
decide in each case.
10.
Branches
Branches of the Union may be set up and dissolved from time to time.
The constitution, functions, powers and responsibilities of each
Branch shall be prescribed in the Bye-laws or by resolution of the
National Executive Committee after consultation with the Council.
11.
The Spiritualists' Lyceum Union
(1) There shall
be a Branch called the Spiritualists' Lyceum Union, with the special
responsibility for the education and training of the young and such
other functions and responsibilities as may be prescribed in the
Bye-laws or by resolution of the National Executive Committee after
consultation with the Lyceum Central Committee.
(2) The
constitution and powers of the Spiritualists' Lyceum Union shall be
prescribed in the Bye-laws, which shall in particular make provision
for:-
(a) the acceptance into
membership of lyceums and other organisations for adults and children
and of individual subscribers;
(b) the holding of
annual Lyceum conferences;
and
(c) the
establishment of a Central Committee and of Lyceum District Councils.
(3) All property
and funds from time to time given or subscribed to and for the express
benefit of the Spiritualists' Lyceum Union shall (together with the
property and funds transferred to the Union by the British
Spiritualists' Lyceum Union upon its amalgamation with the Union or its
equivalent) be held by the Union upon trust to be applied for the
purpose of the Spiritualists' Lyceum Union in accordance with these
Articles and the Bye-laws as from time to time in force.
12.
District Councils
(1) The Churches
shall be grouped into District Councils by the National Executive
Committee, who may from time to time vary such grouping after
consultation with the Council.
(2) Each District
Council shall consist of not less than fifteen Churches, together with
such other persons or bodies as may be admitted in accordance with the
Bye-laws. The Bye-laws shall
include provisions for the conduct of meetings of District Councils and
the election of officers and committees.
(3) The District
Councils and their officers and committees shall have such functions,
powers and responsibilities as may be prescribed in the Bye-laws or
otherwise delegated to them by the National Executive Committee.
In the exercise of their functions, powers and responsibilities,
they shall conform to such regulations and directions as may from time
to time be imposed either generally or specially by the National
Executive Committee.
13.
Finance of District Councils
(1) District
Councils shall, subject to the conditions prescribed in the Bye-laws,
have control over their own finance, notwithstanding that their property
and funds (except where vested expressly upon separate trusts) form part
of the assets of the Union.
(2) Subject to
such conditions as may be prescribed in the Bye-laws the Union shall
from time to time pay to each District Council such proportion of the
subscription paid by the Churches comprising the District Council as may
be determined by or under the Bye-laws, and such proportion of the
subscription paid by Class B members allocated to the District Council
as may be so determined.
14.
Accredited Representatives
(1) Churches,
Kindred Bodies, Branches and District Councils shall be entitled to
accredited representatives on the basis of the following provisions:-
(a) Churches shall be
entitled to accredited representatives (in these Articles called "Class
A members") in each year on the basis of the number of full members in
membership on the 31st December of the preceding year as follows:-
(i) A
church with not less than 13 and not more than 75 full members may have
one Class A member.
(ii) A church
with more than 75 full members may have one Class A member for every 50
full members; if the excess
over the next lower multiple of 50 is 26 or more it shall for this
purpose be counted as 50, and if it is 25 or less, it shall be ignored.
(b) A Kindred Body
shall be entitled to such number (if any) of accredited representatives
(in these Articles called "Class C members") as may from time to time be
decided in each case by the National Executive Committee.
(c) A Branch of
the Union shall be entitled to such number (if any) of accredited
representatives as may from time to time be decided in each case by the
National Executive Committee.
(d) A District Council
shall be entitled to one accredited representative for every 1,500 full
members of Churches in the District Council as shown in the last
published annual report of the Union;
for this purpose any incomplete fraction of 1,500 shall be
counted as 1,500.
(e) Every accredited
representative must be a full member of the Church or other body which
he represents, except that an accredited representative of a District
Council must be a full member of one of the Churches in the District
Council, and a Class B member.
(f) Accredited
representatives may be elected and removed from office in such manner as
may be determined by or under the constitution of the Church or other
body electing them. Any such
election or removal shall not be effective until written notice thereof
(authenticated in such manner as the National Executive Committee may
require) has been received by the General Secretary.
(g) An accredited
representative may, subject to such conditions as may be prescribed in
the Bye-laws by instrument in writing, appoint another duly-qualified
person as his proxy to attend and vote and use his credential card at
any meeting of the Union. A
proxy so appointed shall, at and in relation to that meeting, have all
the rights of the accredited representative appointing him (but without
prejudice to the exercise of such rights by the accredited
representative in person), and accordingly in these Articles, where the
context admits, any reference to an accredited representative or to a
member, Class A member or Class C member, shall be construed as
including a reference to a proxy so appointed.
Any instrument appointing a proxy shall be in the following form
or as near thereto as circumstances will admit:-
"I,
"of,
"a member of,
"hereby appoint,
"of,
"and failing him,
"of,
"to vote for me and on my behalf at the (Annual or Extraordinary or
Adjourned, as the case may be) General Meeting of the Association to be
held
on the day
of
"and at every adjournment thereof.
"As witness my hand this
day of
19 ."
(h) No person may at
the same time represent (either as accredited representative or as
proxy) more than one Church or other body;
no accredited representative may be a proxy for another, and no
person may be a proxy for more than one accredited representative.
No member of the National Executive Committee or Council may be
an accredited representative or proxy.
(2) The Church or other body
electing an accredited representative shall be responsible for any
financial obligations to the Union incurred by him in that capacity, and
such responsibility shall continue notwithstanding that the office of
accredited representative may for the time being be vacant.
15.
Credential Cards
(1) Credential cards,
valid for such periods as may be prescribed in the Bye-laws, shall be
issued upon fulfilment of the following conditions:-
(a) In the case of a
Class A member, the payment by his Church of all its outstanding
subscriptions, the submission of the prescribed annual return duly
completed, and the fulfilment of such other conditions as may be
prescribed in the Bye-laws.
(b) In the case
of a Class B member, the payment of all his outstanding subscriptions.
(c) In the case of a
Class C member, the payment by the Kindred Body which he represents of
all its outstanding subscriptions and the fulfilment of such other
conditions as may have been agreed with the National Executive
Committee.
(d) In the case
of a Class D member, the payment of all his outstanding Church
subscriptions.
(e) In the case of a
Branch of the Union, the fulfilment of such conditions as may from time
to time be laid down by the National Executive Committee.
(f) In the case
of a District Council, the receipt by the General Secretary of its
audited statement of accounts for the preceding year, and such other
information as may be prescribed in the Bye-laws.
(g) In the case of a
member of the Council or National Executive Committee, the declaration
of his election or appointment or continued membership of these bodies.
(2) Credential
cards shall be issued by the General Secretary, except those for Class D
members, which shall be issued by the appropriate Church.
16.
Termination of Membership, etc.
(1) A Class A
member or Class C member shall cease to be such upon the occurrence of
any of the following events, namely:-
(a) Death.
(b) Receipt by the
General Secretary of written notice of resignation.
(c) Receipt by
the General Secretary of written notice (authenticated in such manner as
the National Executive Committee may require) of his removal from office
or of the election of a successor.
(d) Cessation of
affiliation of the Church or Kindred Body which elected him.
(e) Cessation of the
entitlement to an accredited representative of the Church or Kindred
Body which elected him. In a
case where the number of accredited representatives to which a Church or
Kindred Body is entitled is reduced the representative last elected
shall cease to be a member.
(f) Resolution of
the National Executive Committee pursuant to paragraph (7) of this
Article.
(2) A Class B
member or junior associate shall cease to be such upon the occurrence of
any of the following events, namely:-
(a) Death.
(b) Receipt by the
General Secretary of written notice of resignation.
(c) Resolution of
the National Executive Committee pursuant to paragraph (7) of this
Article.
(d) In the case of a
junior associate, becoming a Class B member or the expiry after
attaining the age of 18 years of the period in respect of which the
subscription has been paid.
(3) A Class D
member shall cease to be such upon the occurrence of any of the
following events, namely:-
(a) Death.
(b) Loss of the
qualifications which entitled him to membership.
(c) Receipt by
the General Secretary of written notice of resignation.
(d) Resolution of the
National Executive Committee pursuant to paragraph (7) of this Article.
(e) Becoming a Class B
member.
(4) An affiliated
body shall cease to be in affiliation upon the occurrence of any of the
following events, namely:-
(a) Dissolution.
(b) Resolution of the
National Executive Committee pursuant to paragraph (7) of this Article.
(5) An Associated
Body shall cease to be in association upon the occurrence of any of the
following events, namely:-
(a) dissolution;
(b) withdrawal in
accordance with the Bye-laws;
(c) resolution of
the National Executive Committee, pursuant to paragraph (7) of this
Article.
(6) If at any
time the number of full members of a Church shall be reduced to twelve
or less, that Church shall thereafter have the status of a Mission
Church, subject to restoration when the number once again exceeds
twelve.
(7) The National
Executive Committee may by resolution terminate the membership or junior
associateship of any person or the affiliation or association of any
body, as the case may be, in any of the following circumstances,
namely:-
(a) If the annual
subscription of any person (being a Class B member or junior associate)
or of such body, as the case may be, is twelve months or more overdue.
(b) If so recommended
by a tribunal or arbitrator appointed in pursuance of Article 54 or of
the Bye-laws to consider a dispute or complaint directly involving the
person or body.
(c) If in the
opinion of the National Executive Committee either:-
(i) such
person no longer adheres to the Seven Principles, or such body is no
longer an effective organisation or no longer satisfies the requirements
for eligibility for affiliation or association;
or
(ii)
the
continued membership or junior associateship of such person or the
continued affiliation or association of the body with the Union will be
harmful or potentially harmful to the Union for the furtherance of its
objects; or
(iii)
the
conduct of such person or affiliated or associated body constitutes
serious misconduct harmful or potentially harmful to Spiritualism, to
the Union, or to an affiliated or associated body or Branch or district
council thereof.
Provided that:-
(i) A
resolution passed in pursuance of sub-paragraph (c) hereof shall be
effective only if supported by three-fourths of the number of members
present and the person or body concerned has been given:-
(a) not less than
twenty working days' notice of the date, time and place of the meeting
of the National Executive Committee at which the resolution is to be put
and of the grounds therefor, together with reasons and supporting
evidence;
(b) the opportunity to
make written representations thereon within that period;
and
(c)
the opportunity to make oral representations thereon at such
meeting of the National Executive Committee.
(ii) Any
resolution under this Article shall take effect forthwith but shall be
open to revision by any general meeting held within thirteen months
after the date of such resolution and the National Executive Committee
shall give effect to any direction thereon given by the meeting.
(8) The
termination of membership, junior associateship, affiliation or
association from any cause shall not affect:-
(a) The right of the
Union to enforce payment of debts and the fulfilment of other
obligations incurred before the date of termination;
or
(b) The jurisdiction of
any tribunal or arbitrator in any matter which arises out of events
prior to the date of termination.
MEETINGS
17.
Annual General Meetings
(1) The annual
general meeting of the Union shall be held each year in the month of
July or at such other date as may be decided by the National Executive
Committee, provided that one annual general meeting is held in each
calendar year and that the date is not more than 15 calendar months from
the date of the previous annual general meeting.
At such meeting a statement of the accounts of the Union and a
report of the work of the Union for the year ended on the preceding 31st
December shall be submitted to the members together with an interim
report covering the six months immediately prior to such meeting.
(2) Whenever
possible the annual general meeting shall be followed immediately by a
national consultative conference.
The programme and procedure of such conferences shall be decided
by the National Executive Committee.
18.
Extraordinary General Meetings
The National Executive Committee may, whenever they think fit, convene
an extraordinary general meeting, and shall convene such a meeting on a
requisition, stating the purpose for which the meeting is desired, and
signed by members of the Union representing not less than one tenth of
the total voting rights of all the members having at the date of the
requisition a right to vote at general meetings of the Union.
In default, such a meeting may be convened in such a manner as is
provided in section 132 of the Act.
19.
Notice of Meetings
(1) An annual
general meeting and a meeting called for the passing of a special
resolution shall be called by twenty-one days' notice in writing at the
least, and a meeting of the Union other than an annual general meeting
or a meeting for the passing of a special resolution shall be called by
fourteen days' notice in writing at the least.
(2) The notice
shall be exclusive of the day on which it is served or deemed to be
served and of the day for which it is given, and shall specify the
place, the day and hour of meeting.
It shall be accompanied by an agenda and, in the case of an
annual general meeting, by a copy of the statement of accounts, and of
the annual report to be submitted.
(3) Such notice
shall be given in the manner mentioned in Article 48 to every Class B
and Class D member, junior associate, affiliated and associated body,
Branch and district council and to the auditors;
but the accidental omission to give notice of a meeting to, or
the non-receipt of notice of a meeting by, any such person or body shall
not invalidate the proceedings at that meeting.
20.
Business of Meetings
(1) The agenda of
every annual general meeting shall include the consideration of the
statement of accounts and of the reports of the National Executive
Committee and Council and of the auditors, the declaration of election
of President and Vice-President, the appointment (if required) and the
fixing of the remuneration of the auditors and the election of an
elective auditor.
(2) The General
Secretary shall place on the agenda any motion of which notice is given
to him by any Class B member, affiliated body, Branch or District
Council or by the National Executive Committee or Council of the Union,
subject to such reasonable restrictions as to form, length of notice and
otherwise as may be prescribed in the Bye-laws.
(3) At an
extraordinary general meeting no business shall be transacted other than
that specified in the agenda.
At an annual general meeting business other than that specified
in the agenda may be transacted unless the Chairman decides that by
reason of the nature of its subject-matter no vote ought to be taken
thereon until notice has been given to the National Executive Committee
or to all Class B members, affiliated bodies, Branches and district
councils.
21.
Quorum for Meetings
(1) No business
shall be transacted at any general meeting unless a quorum of members
entitled to vote at that meeting is present at the time when the meeting
proceeds to business; 20
such members present in person (or in the case of Class A or Class C
members, by proxy), of whom not less than 10 are Class A members, shall
be a quorum.
(2) If within an
hour from the time appointed for a meeting a quorum is not present, the
meeting shall stand adjourned for such a period not exceeding two hours
as may be agreed on by a majority of those present and entitled to vote.
If on re-assembling a quorum is still not present, the meeting
shall be from time to time further adjourned to such time or times on
the same day as may be similarly agreed upon.
Should a quorum not be present on the final re-assembly, the
Officers shall issue notices reconvening the meeting at a later date.
If within an hour from the time appointed for the meeting on such
later date a quorum is not present, if convened upon the requisition of
members, it shall be dissolved, and in any other case the members
present and entitled to vote shall be a quorum.
22.
The Chair
(1) The President
of the Union shall preside as chairman at every general meeting, unless
he is absent or unwilling, in which event the members of the National
Executive Committee who are present shall choose one of their number to
be chairman of the meeting.
(2) If at any
meeting no member of the National Executive Committee is willing to act
as chairman or if no member of the National Executive Committee is
present within fifteen minutes after the time appointed for holding the
meeting, the members present and entitled to vote shall choose one of
their number to be chairman of the meeting.
(3)
Notwithstanding the foregoing sub-paragraph (2), the National Executive
Committee, or in case of emergency the Officers, may appoint from the
Class B members having not less than six years' such membership
immediately preceding the date of appointment a chairman for any general
meeting if such a course is deemed expedient by a majority of the
National Executive Committee or of the Officers, as the case may be.
23.
Adjournment
The chairman may (and shall if so directed by the meeting) adjourn the
meeting from time to time and from place to place, but no business shall
be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
24.
Right to Vote
(1) Subject to
the provisions of this Article, every member shall have one vote.
(2) The following
provisions shall have effect:-
(a) Every member of the
National Executive Committee and Council and every accredited
representative of a Branch or District Council shall (subject to the
following provisions hereof) have one vote in addition to the persons
entitled under paragraph (1).
(b) On a show of hands,
in a ballot at a meeting and in a postal vote an accredited
representative who is also a Class B member and a member of the National
Executive Committee or Council who is also a Class B member may vote
under both qualifications.
(c) On a show of
hands, in a ballot at a meeting, in a postal vote on a resolution or for
the election of President or Vice-President each vote cast by an
accredited representative shall be calculated as five votes.
(d) Only Class A, Class
B and Class C members may vote upon an extraordinary resolution or
special resolution.
(e) Class D members
shall not be entitled to vote.
(3) The Chairman
of a general meeting may, at the instance of not less than ten Class A
and/or Class C members, declare that any particular resolution proposed
to be put to the meeting is one which concerns Churches only, and upon
such declaration being made only Class A and Class C members shall be
entitled to vote upon the resolution
(4) The Chairman
of a general meeting may, at the instance of not less than ten Class B
members, declare that any particular resolution proposed to be put to
the meeting is one which concerns Class B members only, and upon such
declaration being made only Class B members shall be entitled to vote
upon the resolution.
(5) The right to
vote shall be conditional upon the holding and (in the case of voting at
a meeting) the production of a current credential card or of proof (to
the satisfaction of the chairman) of the right to hold such a card.
(6) In the case
of equality of votes, whether on a show of hands, a ballot or a postal
vote, the chairman of the meeting at which the show of hands or ballot
takes place, or the resolution which is the subject of the postal vote
was passed, shall be entitled to a second or casting vote.
25. Voting at Meetings