1. Insert general provisions at the beginning of the Bye-Laws including definitions and confirming how amendments are made (repeating provisions of the Charter)
2. Insert general communications provisions setting out how the Society communicates with its Membership

This will be all, or nearly all, boiler-plate drafting - ie standard text already exists.

1. Clarify composition of Council (clause 4 is currently ambiguous) and ensure it aligns with the Charter (clause 6).
   
   At the moment,Clause 4 is ambiguous as to which roles must be filled by a Fellow. As drafted, clause 4 could be construed as containing two separate lists, with only the latter being formed of Fellows: 'The Council shall consist of a President, President-Elect, a Treasurer and not more than three Secretaries' (list one) TOGETHER WITH 'four VPs and twelve Councillors, all being Fellows' (list two). Clause 6 of the Charter, on the other hand, reads as one list. If in practice the Council is formed of Fellows (as required by the Charter) then this would just be a grammatical tweak to remove ambiguity, which can be made at the same time as any other amendments to align clause 4 with clause 6 of the Charter. We just need to clarify this.
   
2. Insert provision for Council to pass written resolutions.
   You are probably doing this already (ie occasionally making a Council decision by email), so this will just be lining up the governing documents with your custom and practice
   
3. Clarify that the President is the Chair (of Council and any GM). This is implied but should be expressly stated.
4. Insert conflict of interest provisions for Council, which will explain how to manage voting and meeting attendance for Council Members with conflicts of interest
5. Insert trustee benefit provisions, which will explain what Trustees are allowed to receive as benefits (these can be combined with parallel provisions dealing with member benefits).
6. Insert provisions allowing meetings to be held electronically.
   You are doing this already: this is just to line up your governing documents with custom and practice.
   
7. Insert saving provisions dealing with technical defect in giving of notice (this could be included as part of the communications provisions).
   A saving provision is text that "lets you off" if there's a mistake - eg if you accidentally miss someone off the list for giving notice of a meeting, the meeting can still go ahead
   
8. 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, you don't have to unravel everything (except in a few very unusual circumstances)

For nearly all of this, standard text exists already.

1. Insert provisions allowing meetings to be held electronically.
   You are doing this already: this is just to line up your governing documents with custom and practice.
2. Insert saving provisions dealing with technical defect in giving of notice (this could be included as part of the communications provisions).
   A saving provision is text that "lets you off" if there's a mistake - eg if you accidentally miss someone off the list for giving notice of a meeting, the meeting can still go ahead
3. Clarify the calling of AGM, specifically when notice is given (eg who does it go to, does the "two weeks" include the day of sending etc etc)
4. Insert provision allowing trustees to prescribe the manner of holding General Meetings if not otherwise provided for within Bye Laws.
   
   There is standard text for all of this.

1. Insert provisions dealing with limiting member benefits (this can be linked with provisions dealing with Trustee benefits), which will explain what benefits members can receive.
   
   There is standard text for this.

1. Clarify member provisions – there is reference to Fellows and Associates but it is not clear what the difference is or what the rights and obligations of each are. Whilst some of this can sit in Regulations, some needs to be explicit in the Bye-Laws (eg only Fellows can stand for election as an Officer. Can Associates stand for other roles on Council?). Later sections refer to Members, so we also need to tidy up the the terminology to make it consistent.
   It may be that this is custom and practice and just not written down - it might not be difficult at all.
   
2. Clarify whether any other circumstances exist when member subscriptions might be reduced or the member let off completely (other than as set out in clause 39). Again, there might be custom and practice for this that just needs to be written down.
   
3. Insert provisions dealing with removal and resignation from, and readmission to, the Fellowship (or as Associates). Currently removal is only where there is non-payment of subs (clause 41). This means that it is very hard for you to terminate someone's membership even if they behave appallingly. New provisions should link expressly to the Member Code of Conduct and disciplinary procedure (clauses 44-45). Some of clause 45 can be removed to the Regulations.
   There is standard text for this - Council just needs to agree how tough to be!

1. Insert powers of Council – include general powers (as trustees), and insert power to make Regulations, and power to make investments. There is standard text for this.
   
2. Clarify use of terminology “Councillors” – does this refer to the Council as a whole, or only the individual members of Council called Councillors in clause 4. It is used differently at different points in the Bye-laws. This will be something you know - we just need to make sure it's written down properly.
   
3. Consider inserting a provision allowing for the President (or in their absence the Chair of Council meeting) to have a casting vote on matters before Council. This is very normal, so there is standard text for it - that doesn't mean you have to do it.

Clarify what is means by “published” in clause 20. All of the minutes are to be published on the website? Do you want to be able to hold some of the minutes back if the topic is very sensitive?

1. Clarify role of Council and GM of Fellows in clause 3. It is currently ambiguous.
   The sentence causing this recommendation is "The control of the affairs of the Society shall rest with the General Meeting of Fellows" - it is old-fashioned text which no longer aligns with the Trustees' role in a modern charity. The change will require good comms with the Membership, so that they don't feel that power is being taken away from them.
    
2. Consider amending terms of office for all or some members of Council (clause 21). This is already a separate piece of work (possibly moving away from two-year terms and also away from five-year terms)
   
3. Where there are vacancies on Council and an individual is appointed to that position, clarify whether they are then eligible to stand for election to Council at the subsequent AGM. This is currently unclear because it refers to a "replacement" - does this mean that the person who filled in can't be elected? (clause 22). This information is probably available, but just hasn't been put into the Bye-laws.
   
4. Insert provisions dealing with removal and resignation of Council members – bring the various provisions under the separate roles on Council together into a single provision, and ensure it includes the power to remove if the individual is disqualified etc. This amendment should include deleting the specific text on removing a Treasurer - it's very odd to have provision for one, but only one Trustee.
   Trustees should follow a Code of Conduct (as for Members) and failure to adhere to the Code may be a reason for removal. Some of this is standard, but some elements will require thought, eg how tough to be. (and as you are aware, we are already working on a Code)

1. Query whether Honorary auditors are still required (clause 11) My understanding is that this "Honorary Auditor" concept doesn't really help the Society to improve its efficiency. I would definitely stop this practice, but it may be that its symbolic importance to the Membership means that the trouble this would cause outweighs the benefit of removing it. Only Council will know this.
   
2. Insert provisions allowing members to vote by proxy (query whether also you might want postal votes?). This will require discussion, because people will want to be reassured about managing fraud, and also about having the power to require a vote in person, not proxy - because occasionally, there will be a very sensitive issue where you want people to actually hear the debate and not form a bloc yes/no vote in advance. There is standard text and standard methodology for proxy voting.
   
   
3. Insert provisions setting out which votes require more than simple majority (eg amendment to Bye Laws). Query whether trustees want to include others (eg removal of trustee). That you need a higher majority to amend the Bye-laws is an easy decision - do you want to consider anything else, like getting Membership approval to sell the Harrison clock? You don't have to!

Emergency powers (clause 78) – consider whether these situations arise and, therefore, whether this provision is required or whether the ability to take written resolutions gets around this.

We would prefer to delete this clause as it is not good governance to allow a very small proportion of the trustees to take a binding decision on behalf of all of them (note the clause does not set out the minimum number of people required to take the decision). If the Society feels that sometimes an email decision won't be suitable, we recommend reducing the quorum required for Council meetings and stipulate the quorum must include a certain number of Officers. It should then be possible to call a meeting on short notice and meet the quorum requirement and take the relevant emergency decision in accordance with the usual provisions.

1. Clarify provisions dealing with the Vice-President (these are currently absent) - as you know, there is almost nothing that sets out the VP role in the Bye-laws. This is something we are discussing separately.
   
2. Remove operational elements from Treasurer role (if agreed by Council) - again, this is something we are discussing separately.
   
3. Clarify nominations and election procedure – the provisions are quite confusing. Also - consider removing some of this detail into Regulations. Clarify who is “eligible” (clause 24) as no description of eligibility is given. Some of this might be simply writing up custom and practice so that it's clear - some of it might require decisions. Even some Trustees are not clear on how elections work!

Emergency powers (clause 78) – consider whether these situations arise and, therefore, whether this provision is required or whether the ability to take written resolutions gets around this.

We would prefer to delete this clause as it is not good governance to allow a very small proportion of the trustees to take a binding decision on behalf of all of them (note the clause does not set out the minimum number of people required to take the decision). If the Society feels that sometimes an email decision won't be suitable, we recommend reducing the quorum required for Council meetings and stipulate the quorum must include a certain number of Officers. It should then be possible to call a meeting on short notice and meet the quorum requirement and take the relevant emergency decision in accordance with the usual provisions.