CONSTITUTION OF THE
BRITISH ORTHOPAEDIC FOOT AND ANKLE SOCIETY
Founded 3rd April 1980
Constitution amended 19th November 2005
THE COMPANIES ACTS 1948 TO 1967
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
THE BRITISH ORTHOPAEDIC FOOT AND ANKLE SOCIETY LIMITED
1. The name of the Company (hereinafter called “the Society”) is the “BRITISH ORTHOPAEDIC FOOT AND ANKLE SOCIETY LIMITED”.
2. The Registered Office of the Society will be situated in England.
3. The objects for which the Society is established is to promote the development of Foot Surgery and to advance education, study and research in Foot and Ankle Surgery for the benefit of the public and in furtherance of these objects but not otherwise.
(i) To acquire and undertake the property and liabilities and to continue the activities of the unincorporated body known as The British Orthopaedic Foot and Ankle Society.
(ii) To disseminate recent information and the results of research to the members of the Society and the medical profession.
(iii) To publish pamphlets and memoranda the arrangement of lectures and demonstrations and conduct of or participation in meetings and conferences on medical or allied subjects, the establishment of Scholarships lectureships or charitable foundations, the provision of loans, grants and other benefaction either in the United Kingdom or elsewhere for furthering the learning in and practice of Foot and Ankle Surgery including giving donations and making subscriptions to other charitable bodies and societies for promoting objects similar to the objects of the Society.
(iv) To purchase, take on lease or in exchange, hire or otherwise acquire, any real or personal property and any rights or privileges which the Society may think necessary or convenient for the promotion of its objects and to construct, maintain and alter any buildings or erection necessary or convenient for the work of the Society.
(v) To sell, let, mortgage, dispose of or turn to account, all or any of the property or assets of the Society as may be thought necessary with a view to the promotion of its objects.
(vi) To undertake and execute any trusts which may lawfully be undertaken by the Society and may be necessary to its objects.
(vii) To borrow or raise money for the purposes of the Society on such terms and on such security as may be thought fit.
(viii) To invest the moneys of the Society not immediately required for its purposes in or upon such investments, securities or property as may be thought fit but so that moneys subject or representing property subject to the jurisdiction of the Charity Commissioners for England and Wales shall only be invested in such securities and with such sanction (if any) as may for the time being be prescribed as law.
(ix) To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Society or calculated to further its objects.
(x) To do all such other things as are necessary for the attainment of the above objects or any of them.
Provided that the Society’s objects shall not extend to the regulations of relations between workers and employees or organisation of workers and organisations of employees.
Provided also that in case the Society shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales the Society shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law and as regards any such property, the Members of the Committee or Governing Body of the Society shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults and for the due administration of such property in the same manner and to the same extent as they would as such Members have been if no incorporation had been effected and the incorporation of the Society shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Members but they shall as regards any such property be subject jointly and separately to such control or authority as if the Society were not incorporated. In case the Society shall take or hold any property which may be subject to any trusts, the Society shall only deal with the same in such manner as allowed by law having regard to such trusts.
4. The income and property of the Society shall be applied solely towards the promotion of its objects as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit, to members of the Society and no member of its council of management or governing body shall be appointed to any office of the Society paid by salary or fees or receive any remuneration or other benefit in money or monies worth from the Society. Provided that nothing herein shall prevent any payment in good faith by the Society.
(A) Of reasonable and proper remuneration to any member, officer or servant of the Society (not being a member of its Council of Management or governing body) for any services rendered to the Society.
(B) Of interest on money lent by any member of the Society or of its Council of Management or governing body at a rate per annum not exceeding the minimum lending rate prescribed for the time being by the Bank of England.
(C) Of fees, remuneration or other benefit in money or monies worth to a Company of which a member of the Council of Management or governing body may be a member holding not more than one hundredth part of the capital of that Company, and
(D) To any member of its Council of Management or governing body of out of pocket expenses.
5. The Liability of the Members is Limited.
6. Every Member of the Society undertakes to contribute to the assets of the Society in the event of the same being wound up while he is a Member or within one year after he ceases to be a Member for payment of the debts and liabilities of the Society contracted before he ceases to be a Member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding £1.
7. If upon the winding up or dissolution of the Society there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the Members of the Society but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Society and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Society under or by virtue of Clause 4 hereof such institution or institutions to be determined by the Members of the Society at or before the time of dissolution and if and so far as effect cannot be given to this provision then to some other charitable object.
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company, in pursuance of the Memorandum of Association.
__________________________________________________
Names, addresses and descriptions of Subscribers
__________________________________________________
President: Mr Alex Kates,
Ardlaw, Winnington Rd, N.2.
Vice President: Mr Edmund Shepherd,
West Kent General Hospital, Marsham Street, Maidstone, Kent
Secretary: Basil Helal,
Broomer Cottage, Churchgate, Cheshunt, Herts
Treasurer: Leslie Klenerman,
28 Harman Drive NW2
Honorary Editor: Clive Whalley,
Rangers, Copthorne, Sussex
Council: Alec Benjamin,
Fosse House, Brownlow Road, Berkhamsted, Herts.
Geoffrey Fisk,
The Mount, Debden Green, Loughton, Essex.
John Kirkup,
Weston Hill, 1 Weston Park East, Bath.
Alan Apley,
Singleton Lodge, West Byfleet, Surrey.
__________________________________________________
Dated this 3rd day of April, 1980.
Witness to the above Signature:- Jennifer Parke.
THE COMPANIES ACTS 1948 TO 1967
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
THE BRITISH ORTHOPAEDIC FOOT AND ANKLE SOCIETY LIMITED.
PRELIMINARY
1. In these presents the words standing in the first column of the Table nest hereinafter contained shall bear the meanings set opposite to them respectively in the seconds column thereof , if not inconsistent with the subject or context.:-
WORDS MEANINGS
The Act The Companies Act 1948
These presents These Articles of Association and the regulations of
the Association from time to time in force.
The Society The above-named Society.
The Council The Council for the time being of the Society
The Office The registered Office of the Society
The Seal The Common Seal of the Society
The United Kingdom Great Britain and Northern Ireland
Month Calendar month
In writing Written, printed, photographed or lithographed, or partly one and partly another and made visible by any other mode of representing or reproducing words in a visible form.
Words importing the singular number only shall include the plural number and vice versa.
Words importing the masculine gender only shall include the feminine gender; and
Words importing persons shall include corporations.
Subject as aforesaid any words or expressions defined in the Act or any statutory modification thereof in force at the date of the incorporation of the Society shall, if not inconsistent with the subject or context, bear the same meanings in these presents.
MEMBERS
2. The number of Members with which the Society proposes to be registered is unlimited.
3. The provisions of Section 110 of the Act shall be observed by the Society; and every Member of the Society shall either sign a written consent to become a Member or sign the Register of Members on becoming a Member.
4. The Subscribers to the Memorandum of Association and such of the first Members hereinafter mentioned of the Council as shall have become Members of the Society within one month after its incorporation shall be the first Members of the Society.
5. There shall be:
Full Members
Honorary Members
Associate Members
Affiliate Members
Corresponding Members
6. FULL MEMBERS shall be registered medical practitioners of consultant or equivalent status and permanently established surgeons who have given evidence of satisfactory scientific and practical attainments in Orthopaedic Foot and Ankle Surgery. For new members after 2005 this will include holding specialist registration in traumatic and orthopaedic surgery with a College of Surgeons or equivalent European study/approval.
HONORARY MEMBERS shall be distinguished surgeons or persons of distinction whose merit is esteemed by the Society. There shall be no more than fifteen Honorary Members at one time. Honorary Members are exempt from paying the annual subscription fee and have full voting tights and are Honorary Members for life.
ASSOCIATE MEMBERS shall be either Higher Surgical Trainees in Orthopaedic Surgery or in a non-Consultant career grade post in Orthopaedic Surgery. In both cases they will have given evidence of satisfactory scientific and practical attainments in Orthopaedic Foot and/or Ankle Surgery.
AFFILIATE MEMBERS shall be new members who are either non-medically qualified practitioners in allied disciplines of medicine who are interested in the foot or medically qualified non-orthopaedic practitioners with a foot and/or ankle interest. They have no voting rights, and membership will be subject to regular review, 5 yearly or before at the request of either proposing member.
CORRESPONDING MEMBERS shall be new members who are from Overseas and who would qualify for Full, Associate or Affiliate membership and who wish to be acquainted of the Society’s activities but do not wish to receive the Journal of the Society. They have no voting rights and membership will be subject to regular review by the Council. Overseas will be defined as being outwith the United Kingdom.
7. The Council shall review annually the composition of the membership.
8. Candidates for any category of membership shall be sponsored by two Full Members of the Society. Their names shall be sent to the Honorary Secretary for consideration by the Council. The names of those deemed suitable shall be submitted to a General Meeting for election. If the suitability of a candidate for membership is challenged a poll shall be held and a majority of two-thirds of those Members present shall be required for successful election.
9. The nomination for election of Honorary Members shall be made by the Council to the Society and the election shall be made by a unanimous vote of the Members present and voting.
10. A Member of the Society shall cease to hold that position:-
(A) if he becomes of unsound mind or permanently incapable of acting.
(B) if he becomes bankrupt or makes any arrangement with his creditors;
(C) if he sends to the Society notice in writing of his retirement; or
(D) if by reason of conduct deemed by the Council to render him unfit to continue as a Member he is removed by a resolution passed by a three fourths majority of the Members of the Council present and voting at a Meeting of the Council of which notice showing the intention to propose a resolution in that behalf has been duly given and at which such Member has been given a reasonable opportunity of attending and being heard.9. 10. 11. 12. 13.
11. Membership shall be personal to the Member and shall not be transmissible or transferable by the act of the Member or by operation of law.
OFFICERS
12. The officers of the Society shall be:
The President
The President-Elect
The Immediate Past President
The Honorary Secretary
The Honorary Treasurer
The Honorary Editor/Archivist/Webmaster
The Chairmen of the Subcommittees
13. The Officers shall be nominated by the Council from amongst the Members of the Society. These nominations shall be offered for election at the next Annual General Meeting.
14. The President Elect, President and Immediate Past President will each hold office for one year, commencing at the end of the Annual General Meeting, following their election. The Honorary Secretary, Honorary Treasurer and Honorary Editor/Archivist shall each hold office for a period of three years, commencing on 1st January next after their election.
15. Any officer other than the president of the Society shall be eligible for re-election for a second period of up to three years to begin immediately following the initial three year term of office, and in periods of a minimum of one year. No officer may serve continuously for more than six years. The President is ineligible for re-election as President for a period of six years after his term of office ends.
16. The President, or in his absence, the Immediate Past President, or in his absence, the President Elect or in his absence, a Member of the Council shall preside at all General and Council Meetings. The person so presiding shall have a casting vote which shall be exercisable in all cases where the number of votes cast in favour of any proposal is equal to the number of votes cast against such proposals and whether such votes shall have been cast by postal ballot or on a show of hands or on a poll.
17. The Immediate Past President or in his absence the President Elect shall deputise for the President on all occasions when the President is absent, and if the President ceases to hold office during his term, the President Elect shall become the President for the remainder of the term, followed by his own term in office.
18. The Honorary Secretary shall be responsible for the organisation and keep the minutes of all Scientific and Business Meetings and Meeting of the Council. He shall be empowered to sign cheques on behalf of the society.
19. The Honorary Treasurer shall collect all moneys due to the Society and shall be the custodian thereof. He shall inform each Member when his subscription for the forthcoming year is due. He shall present the accounts of the Society each year to an Annual General Meeting. He shall be empowered to sign cheques on behalf of the Society.
20. The Honorary Editor and Archivist shall collect the Proceedings of the Society for Private Publication. This shall be circulated to all members and associates and to such others as the Council may direct.
THE COUNCIL
21. The executive body of the Society shall be known as the Council. The Council shall unless and until otherwise determined by the Society in General Meeting consist of the officers of the Society which include:
The President
The President Elect
The Immediate Past President
The Honorary Secretary
The Honorary Treasurer
The Honorary Editor/Archivist / Webmaster
The Chairmen of subcommittees
Up to five additional full members of the Society can be co-opted onto the Council for a period of up to three years. Officers of the Society shall be elected from the Full Members of the Society. Nominations must be proposed and seconded by two Full Members and received by the Honorary Secretary before the Annual General Meeting.
22. The Council shall have power to co-opt any Member of the Society to fill a casual vacancy. Any Member so appointed shall hold office only until the next following Annual General Meeting and shall then be eligible for re-election. A quorum at the Council Meeting shall consist of any three Members of the Council including the President or the president Elect or the Immediate Past President or the Honorary Secretary.
23. The Council shall be responsible for the arrangements of the General and Clinical Meetings of the Society and for all other business.
24. The Council shall appoint annually such sub-committees as it may deem necessary and it shall appoint the Officers of these committees.
25. A person who is not a member of the Society shall not be eligible to hold office as a Member of the Council. However, a person may be appointed a Member of the Council subject to his becoming a Full Member of the Society within one month of the date of his appointment.
26. The Council shall consist of such number not, unless otherwise determined by the Society in General Meeting, being less than three nor more than five of elected members as shall from time to time be determined by the Society in General Meeting.
27. The Members for the time being of the Council may act notwithstanding any vacancy in their body; provided always that in case the Members of the Council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these presents, it shall be lawful for them to act as the Council for the purpose of admitting persons to Membership of the Society filling up vacancies in their body or of summoning a General Meeting of the Society but not for any other purpose.
28. A Member of the Council shall cease to hold office:-
(A) If he ceases to be a Member of the Society;
(B) If by notice in writing to the Society he resigns his office
(C) If he ceases to hold office by reason of any order made under Section 188 of the Act;
(D) If he is removed from office by a resolution duly 1 passed pursuant to Section 184 of the Act;
(E) If he ceases to be a Member by virtue of Section 185 of the Act.
29. The business of the Society shall be managed by the Council who may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the Society as they think fit and may exercise all such powers of the Society and do on behalf of the Society all such acts as may be exercised and done by the Society and as are not by statute or by these presents required to be exercised or done by the Society in General Meeting subject nevertheless to any regulations of these presents to the provisions of the statutes for the time being in force and affecting the Society and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Society in General Meeting but no regulation made by the Society in General Meeting shall invalidate any prior act of the Council which would have been valid if such regulation had not been made.
30. The Seal of the Society shall not be affixed to any instrument except by the authority of a resolution of the Council and in the presence of at least two Members of the Council and of the Secretary and the said Members and Secretary shall sign every instrument to which the Seal shall be so affixed in their presence and in favour of any purchaser or person bona fide dealing with the Society such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed. 29. 30. 31. 32.
PRESIDENT
31. The first President of the Society shall be Mr Alex Kates who shall be entitled (subject to his remaining a Member of the Council) to hold office until the 31st December following the first Annual General Meeting of the Society.
32. The Council shall at its first meeting following any casual vacancy in the office of President elect one of its number to be President of the Society and the person so elected shall be entitled (subject to his remaining a Member of the Council) to hold office until the next succeeding Annual General Meeting of the Society
HONORARY SECRETARY
33. The Honorary Secretary shall be appointed by the Council for such term at such remuneration and upon such conditions as they think fit. The provisions of Section 177 and 179 of the Act shall apply and be observed. The Council may from time to time appoint an Assistant or Deputy Secretary if there be no Honorary Secretary or no Honorary Secretary capable of acting.
PROCEEDINGS OF THE COUNCIL
34. The Council may meet together for the dispatch of business, adjourn and otherwise regulate their Meetings as they think fit and determine the quorum necessary for the transaction of business. Unless otherwise determined three shall be a quorum in accordance with Article 26. Questions arising at any Meeting shall be decided by a majority of voted. In case of an equality of votes the President or the person presiding at the meeting shall have a second or casting vote.
35. A Member of the Council may and on the request of a Member of the Council the Honorary Secretary shall at any time summon a Meeting of the Council by notice served upon the several Members of the Council. A Member of the Council who is absent from the United Kingdom shall not be entitled to notice of a Meeting.
36. A Meeting of the Council at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Society for the time being vested in the Council generally.
37. The Council may delegate any of their powers to subcommittees consisting of such persons (whether or not Members of the Council or of the Society) as they think fit provided that not less than two thirds of the Members of any subcommittee must be Members of the Council or of the Society. Any sub-committee so formed shall in the execution of the powers so delegated conform to any regulations imposed on it by the Council. The Meetings and proceedings of any such sub-committee shall be governed by the provisions of these presents for regulating the Meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the Council as aforesaid.
38. All acts bona fide done by any Meeting of the Council or of any sub-committee of the Council or by any person acting as a Member of the Council shall notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such Member or person acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Member of the Council or sub-committee as the case may be.
39. The Council shall cause proper Minutes to be made of all appointments of officers made by the Council and of the proceedings of all meetings of the Society and of the Council and of sub-committees of the Council and all business transacted at such meetings and any such Minutes of any Meetings if purporting to be signed by the Chairman of such Meeting or by the Chairman of the next succeeding Meeting shall be sufficient evidence without further proof of the facts therein stated.
40. A resolution in writing signed by all the Members for the time being of the Council or of any sub-committee of the Council shall be as valid and effectual as if it had been passed at a meeting of the Council or of such sub-committee duly convened and constituted.
41. Each Member of the Council may by notice in writing to the Society under his hand delivered to the President or Honorary Secretary appoint any Member of the Society approved by the Council to be his alternate to act for him at any Meeting of the Council from which he is absent and such appointment shall have effect for such Meeting or Meetings or for such period as is expressed in such appointment and such appointee whilst he holds office as an alternate Member of the Council and to attend and vote at any Meeting of the Council from which the person appointing him is absent; but he shall ipso facto vacate office if and when the appointing Member shall cease to hold office or such appointment is determined either by effluxion of time or by notice in writing to the Society delivered to the President or Honorary Secretary.
HONORARY OFFICERS
42. The Council may from time to time elect such honorary officers as it thinks fit and may invest such officers with such duties and privileges (not being of an executive character) as it deems suitable. An honorary officer need not be a member of the Society.
43. Every honorary officer shall hold office until he resigns or dies or until another person is appointed to his office by an extraordinary resolution of the Society of which notice showing the intention to propose such appointment has been duly given.
GENERAL MEETINGS
44. There shall be an Annual General Meeting held once in every calendar year. This shall normally be in November unless otherwise determined by the Council.
45. The Council may call an Extraordinary General Meeting whenever it thinks fit and Extraordinary General Meetings shall also be convened by the Honorary Secretary within one month from the receipt of a requisition signed by not less than ten Members stating the purpose for which the Extraordinary General Meeting is to be convened.
46. Any Member of the Society who wishes to move a formal resolution shall give notice in writing to the Honorary Secretary and shall submit a copy of such resolution not less than twenty-eight days before the date of the meeting.
47. An Annual General Meeting and a Meeting called for the casting of a special resolution shall be called by 21 days notice in writing at the least, and a Meeting of the Company other than an Annual General Meeting or a Meeting for the passing of a special resolution shall be called by 14 days notice in writing at the least. The Notice shall specify the place, day and hour of the Meeting and in case of special business the general nature of that business. Provided that a Meeting of the Society shall, notwithstanding that it is called by shorter notice than that specified in this Regulation, be deemed to have been duly called if it is so agreed:-
(A) In the case of a Meeting called as the Annual General Meeting, by all the members entitled to attend and vote thereat; and
(B) In the case of any other Meeting, by a majority in numbers having a right to attend and vote at the Meeting.
48. The quorum for a General Meeting shall be fifty members present in person.
49. At any General Meeting of the Society a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:-
(A) By the Chairman
(B) By at least three Members present in person
A poll shall be taken in such manner and at such time as the Chairman may direct.
50. Every Full Member and Honorary Member shall have one vote. Associate Members, Affiliate Members and Corresponding Members shall not have a vote. A Member entitled to vote shall not be entitled to appoint a proxy but can vote in writing to the President.
CLINICAL MEETINGS
51. Members shall be entitled to bring one guest to clinical meetings and shall be responsible for any expense incurred. They shall give due notice of their intention to the Secretary. Clinical Meetings shall be held at least once a year at times and places to be decided by the current President but the Council shall have power to alter these arrangements if necessary.
ACCOUNTS
52. The Council shall cause proper books of account to be kept with respect to:-
(A) All sums of money received and expended by the Society and the matters in respect of which such receipts and expenditure take place;
(B) All sales and purchases of goods by the Society; and
(C) The assets and liabilities of the Society.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Society and to explain its transactions.
53. The books of account shall be kept by the Treasurer or subject to Section 147 (3) of the Act at such other place or places as the Council shall think fit and shall always be open to the inspection of the Members of the Council.
54. The Society in General Meeting may from time to time make reasonable conditions and regulations as to the time and manner of the inspection by the Members of the accounts and books of the Society or any of them and subject to such conditions and regulations the accounts and books of the Society shall be open to the inspection of Members at all reasonable times during business hours.
AUDIT
55. Once at least in every year the accounts of the Society shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.
56. Auditors shall be appointed and their duties regulated according to current legislation, the Honorary Secretary and Honorary Treasurer being treated as the Directors mentioned in that legislation.
NOTICES
57. A notice may be served by the Society upon any Member either personally or by sending it through the post in a prepaid letter addressed to such Member at his registered address as appearing in the Register of Members or to his last known address.
58. Any Member described in the Register of Members by an address not within the United Kingdom who shall from time to time give the Society an address within the United Kingdom at which notices may be served upon him shall be entitled to have notices served upon him at such address but save as aforesaid and as provided by Act only those Members who are described in the Register of Members by an address within the United Kingdom shall be entitled to receive notices from the Society.
59. Any notice if served by post shall be deemed to have been served forty eight hours after that on which the letter containing the same is put into the post and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.
SUBSCRIPTION
60. The annual subscription which includes payment for the Journal ‘Foot and Ankle Surgery’ and other official publications of the Society is due on 1st January of each year and is payable in advance. It shall be determined by the Council of the Society.
61. A Member whose subscription is twelve months in arrears and who has been duly notified thereof shall cease to be a Member of the Society. Re-instatement shall be possible with consent of the Council after formal application and payment of arrears has been made.
62. The Society’s financial year shall end on 31st July.
63. Each cheque shall be signed by either the Honorary Treasurer or, in his absence, the Honorary Secretary.
ALTERATIONS OF CONSTITUTION AND RULES
64. The Constitution and Rules shall be altered only by the vote of at least three-fourths of the Members of the Society present at the Meeting specially convened for the purpose. The Honorary Secretary shall dispatch a notice of such a meeting and of every proposed alteration by post to every Member not less than twenty-eight days before the date of the meeting and no rule shall be altered unless such notice has been given subject to Section 141 (i) and (ii) of the Act.
Fifty Members shall form a quorum at a meeting convened to alter the Constitution and Rules of the Society.
DISSOLUTION
65. The Society may at any time by a resolution passed in General Meeting be wound up and dissolved and in that event the books and records of the Society shall bedisposed of in accordance with the directions of the Council and all other property of the Society shall be transferred to such charitable body or bodies whether incorporated or not as shall be specified by the resolution for winding up. Provided that such charitable body has or have objects analogous to the objects of the Society. Of no such body or bodies be specifies by the transferred to such charitable body or bodies as may be determined by a Judge of the High Court of Justice having jurisdiction in regard to charitable funds and if and so far as effect cannot be given to such provision them to some other charitable object.
Amended 19th November 2005, Oxford