Proposed changes to the Society's Bye-laws
Context
The Society's Council would like to know your views on the proposed changes set out in this section. All the changes are based on external legal and governance advice.
You can download the Society's current Bye-laws and Charter from the Resources page.
We have set out the proposed changes in logical groups. The proposals are summarised in plain English rather than legal text: when we have considered your feedback and made final decisions on the proposed changes, our solicitors will draft the formal documents to put you at the AGM.
At the very bottom of this page, you can give feedback and ask questions.
General
- Insert general provisions at the beginning of the Bye-Laws including definitions and confirming how amendments are made (this will link to the provisions of the Charter)
- Insert general communications provisions setting out how the Society communicates with the Fellows (this will be based on modern good practice text)
- Clarify the role of Council and of Fellows at General Meetings in clause 3 of the current Bye-laws. The sentence "The control of the affairs of the Society shall rest with the General Meeting of Fellows" - is now old-fashioned text which no longer aligns with the Trustees' role and legal duties in a modern charity, in which the Fellows delegate responsibility to Council to run the Society from day to day. Our solicitors will propose text which preserves Fellows' traditional powers, including to choose who is on Council, to approve or reject any changes to the governing documents, to approve or reject changes to subscriptions.
Council
- As with all charities, a substantial proportion of the Bye-laws cover how the trustees are chosen and what their powers and duties are. To make this easier to read, we have sub-divided it into logical goups.
- Please note that a "member of Council" and "a trustee" are one and the same. Everyone on Council is a trustee of the Society, and there are no trustees of the Society who are not on Council.,
Council - general
- Clarify that the President is the Chair (of Council and any General Meeting, unless of course they cannot attend). This is implied but should be expressly stated.
Council - powers
- Insert standard text on powers of Council – include general powers (as trustees), and insert power to make Regulations, and power to make investments.
- The current Bye-laws include "emergency powers" for when an urgent decision is needed very quickly. However, Council has received legal advice that the drafting should be tightened up, as they could be interpreted to give excessive powers to just one trustee. Council will consider this over the next few months, and will provide updates here.
UPDATE February 17th 2025
At the February Council meeting, Council resolved to amend the emergency powers in the Bye-laws which currently could be used to give a highly disproportionate amount of power to just one trustee, enabling them to act unilaterally on behalf of the whole Society. Council proposes that in a situation which is considered to be an emergency (which should happen only very rarely), a Council meeting may be held at very short notice and with a smaller quorum than usual. Meetings can be virtual: Council members will not be expected to rush to Burlington House.
Council - meetings
- Insert provisions allowing meetings to be held electronically. (This happens already - this provision will just make sure that the Bye-laws align with custom and practice)
- Insert provision for Council to pass written resolutions. (this happens already, when Council gives agreement to something by email. So again, this provision will just make sure that the Bye-laws align with custom and practice)
- Insert saving provisions dealing with technical defect in giving of notice. (A saving provision is text that means business to carry on if there's an adminstrative mistake - eg if someone is accidentally missed off the list for giving notice of a meeting, the meeting can still go ahead)
- Insert saving provisions dealing with validity of vote notwithstanding the person voting was not entitled to vote at Council meetings. (As above - this text will mean that if someone accidentally votes who shouldn't have done, and you discover it later, Council does not have to unravel everything except in a few very unusual circumstances, eg if the person's vote would have made a difference to the overall result)
- Publishing Council meeting minutes - adding the power to redact sensitive information ((This happens already - this provision will just make sure that the Bye-laws align with custom and practice)
- Clarify that the President has a vote in Council and General Meetings, not just a casting vote. (At the moment, it is traditional that the President does not vote. However, to align with charity law, the President must be permitted to vote and should vote at least most of the time. Of course, occasionally the President may feel that they need to abstain, or there might be a conflict of interest which means that the President cannot vote. But this should not be the norm).
Council - benefits and conflicts of interest
- Insert conflict of interest provisions for Council, which will explain how to manage voting and meeting attendance for trustees with conflicts of interest
- Insert trustee benefit provisions, which will explain what trustees are allowed to receive as benefits. This will be standard text for learned society charities.
Council - nominations and elections
- Clarify that any Fellow is eligible to stand for any role on Council (except Honorary Fellows who pay no subs, and people who are at the end of their maximum term)
- UPDATE - power for Council to make a shortlist of candidates
- Candidates will be told the day before the AGM whether or not they have been successful
- Further clarifications so that the Bye-laws (or a "Rules" or "Regulations" document) correctly reflect custom and practice in the Society
Council - terms of office
- There is only one proposal here: that the term of office for Vice Presidents is extended from two years to three. This is because two years is an unusually short time to be a trustee, and the three-year will be aligned to most of the other members of Council.
Council - removal of trustees
Insert provisions dealing with removal and resignation of Council members. At the moment, the only person who can be removed is the Treasurer - it is very odd to have provision for one, - and only one - Trustee.
These will be the reasons for ending a trustee's term of office early.
The trustee shall automatically vacate office if they:
- Die.
- Cease to be a Fellow of the Society
- Resign
- Are disqualified from acting as a charity trustee by virtue of the Charities Act.
- Are absent from three consecutive meetings of Council without permission from Council, and Council also resolves that they are removed as a trustee. [note that this means that Council can say "we didn't give permission to miss three meetings, but we think there are good reasons and we still want you to stay on"]
- Are removed by a resolution of Council that it is in the best interests of the Society that their office is vacated, passed at a meeting of Council
There are a few more reasons which some charities include in their governing documents: Council will discuss these later in February and they will be added to this website if agreed.
UPDATE February 17th 2025
At the February Council meeting, Council agreed to propose an addition to the reasons to remove a trustee. This is a standard clause, provided by the Charity Commission, to cover a situation where a trustee is unwell and cannot discharge their duties. Of course, it would not be for the other trustees to make that judgement: it would require a registered medical practitioner.
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"Natural justice" provisions will be included in the Bye-laws. These are intended to make the process as fair as possible for the trustee in question, as follows:
- Council may not pass a resolution to remove a trustee unless the trustee has been given at least 14 clear days' notice in writing of the meeting at which the resolution will be proposed, and the reasons why it will be proposed.
- The trustee must also be given a reasonable opportunity to make their case either in person or in writing.
- Council must consider this case before making a decision.
Fellows
- The other substantial proportion of the Bye-laws covers the Society's membership, ie the Fellows. This includes how Fellows can hold Council to account (eg through meetings), Fellows' rights and privileges, and how Fellowship can be terminated. As with Council, to make this easier to read, we have sub-divided it into logical goups.
Meetings of the Society (ie AGM and EGMs)
- Insert provisions allowing meetings to be held electronically.
The Society does this already: this provision is just to ensure that the Society's governing documents line up with custom and practice. - Insert provisions dealing with administrative mistakes in giving notice of meetings.
This would mean that if someone was accidentally missed off the list for giving notice of a meeting, the meeting can still go ahead - Clarify how an AGM is called, specifically when notice is given
- Insert provision allowing trustees to decide the practical detail of holding General Meetings
- Offer "advance voting" for AGMs and EGMs. Fellows will be invited to vote on agenda items in advance, if they cannot attend the meeting. This will be online. However, in unusual circumstances - such as a vote on something which is particularly complex or controversial -Council will have a right to state that voting will only be allowed at the meeting (which may be virtual), not in advance. This is so that Fellows can hear the arguments and take part in a discussion before voting.
Fellows - general
- Insert provisions which will explain what charity law allows members to receive as benefits.
- Clarify member categories – there are currently references to Associates but this term is no longer used.
- Create a power for Council to reduce or remove fees for individuals if the Treasurer proposes this.
Fellows - removing from the Society
- Insert standard provisions dealing with removal and resignation from, and readmission to, the Fellowship. These should include both the reasons and process for this, and should link expressly to the Member Code of Conduct and disciplinary procedure. These will include "natural justice provisions", which include giving reasonable notice to the Fellow in question, and giving them an opportunity to make their case.
Contact us
Council welcomes your feedback and questions
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