Articles of Association

 

Articles of Association

BRITISH ASSOCIATION OF SPORT AND EXERCISE MEDICINE

A Company Limited by Guarantee and Registered in England

 

Adopted at the Annual General Meeting held in Nottingham on 5th November 1995 and further amended at the Annual General Meeting held in Newcastle, County Down on 1st November 1996 and at the Annual General Meeting held in Brighton on 8th November 1997 and in London 24th November 2011

 

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

MEMORANDUM OF ASSOCIATION

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BRITISH ASSOCIATION OF SPORT AND EXERCISE MEDICINE

 

1. The name of the Company (hereinafter called "the Association") is "British Association of Sport & Exercise Medicine".

2. The registered office of the Association will be situated in England

3. (A) The objects for which the Association is established are:-

 

                      i.        To promote exercise as a therapeutic tool.

                    ii.        To support and promote the multi-disciplinary team in sport and exercise medicine.

                   iii.        To represent the professional needs of those doctors working in the specialty of Sport & Exercise Medicine and to advise on career structures in Sport & Exercise Medicine.

                   iv.        To provide support and education for those healthcare professionals involved in the care of athletes and individuals undertaking, or aspiring to undertake, regular physical activity at all levels.

                    v.        To provide support and education, communicating frequently and effectively with the membership and patient liaison groups.

                   vi.        To promote the specialty of Sport & Exercise Medicine and to encourage best standards of clinical practice in the care of the exercising individual. To promote the adoption of evidenced-based practice in all areas of Sport & Exercise Medicine.

                  vii.        To support and encourage research in Sport & Exercise Medicine in conjunction with the Institute of Sport and Exercise Medicine and other commercial partners.

                viii.        To promote the adoption of exercise and physical activity by all sections of the population for their general wellbeing and in the prevention and treatment of illness.

                   ix.        To assist and advise all relevant authorities in adopting policies that will encourage and promote physical activity in schools, the work place and the home.

                    x.        To collaborate with other Associations, both nationally and internationally, in furthering the specialty of Sport & Exercise Medicine and the aims of BASEM.

                   xi.        To run an annual world standard conference in conjunction with the Faculty of Sport and Exercise Medicine (FSEM) and the Institute of Sport and Exercise Medicine (ISEM). To encourage other partner organizations to adopt this as their annual conference.

 

    (B) In furtherance of the objects hereinbefore defined (but not otherwise) to exercise all or any of the following powers to the extent only to which the same may be lawfully exercised by a company having exclusively charitable objects and subject to such conditions and consents (if any), as may for the time being be imposed or required by law and subject also as hereinafter provided:-

(i)            To take over the whole (or such part as can legally be vested in the Association) of the property of the unincorporated association known as British Association of Sport and Medicine;

(ii)          To buy or otherwise acquire buildings or land or any estate or interest therein;

(iii)         To sell, let on lease or tenancy, exchange, mortgage or otherwise dispose of any buildings or land or any estate or interest therein;

(iv)         To repair, renovate, restore, build, rebuild and generally to maintain and develop any buildings and land; 

(v)          To buy or otherwise acquire furniture and other equipment and to sell, lease or otherwise dispose of any such furniture or equipment;

(vi)         To procure to be written and print, publish and circulate (gratuitously or otherwise) any reports, periodicals, books, pamphlets, leaflets, films and other material that the Association may think desirable for the promotion of its objects;

(vii)        To arrange or join in arranging or sponsor the participation of members of the Association in conferences, exhibitions, lectures, courses of study and other meetings which will promote the objects of the Association;

(viii)      To award scholarships and prizes;

(ix)         To promote, encourage and undertake the establishment of centres in furtherance of the objects of the Association;

(x)          To undertake and execute charitable trusts;

(xi)         To borrow and raise money on such terms and on such security as may be thought necessary;

(xii)        To raise funds by subscriptions, donations, grants, loans or otherwise for the purposes of the Association and to invite acceptable gifts of all sorts and whether inter vivo or by will and whether or not subject to conditions not inconsistent with the objects of the Association and to carry out any such condition imposed on any gift which may be accepted; 
 

(xiii)      To constitute special charitable trusts for any particular purposes of the Association and to act as Trustee of any special trust whether constituted by the Association or otherwise;

(xiv)      To employ such paid officials as may be required by the Association;

(xv)        To invest the money of the Association not immediately required for its purposes in or upon such investments, securities, or property as may be thought fit;

(xvi)      To make planning applications for consent under bylaws or building regulations and other like applications;

(xvii)     To establish and support and 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 Association or calculated to further its objects;

(xviii)    To do all such other things as are necessary to the attainment of the said purposes or any of them;

 

PROVIDED THAT: -

 

(a) If the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with or invest the same in such manner as allowed by law having regard to such trust;

(b) The Association shall not support with its funds any object or endeavour to impose on or procure to be observed by its members any regulation restriction or condition which if an object of the Association would make it a trade union;

(c) The Association shall not support with its funds any object that is not charitable;

(d) If the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent that may be required by law and as regards any such property the Governing body of the Association (hereinafter called "the Trustees") 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 Trustees have been if no incorporation had been effected and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over the Trustees but they shall as regards any such property be subject jointly and separately to such control or authority as if the Association were not incorporated.

 

 

4.    The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Association who or which is not a charity; 



 

PROVIDED THAT: -

 

(a) Members of the Association (including the Trustees, Officers or Executives) may be reimbursed any out-of-pocket expenses incurred by them in connection with their attendance on any matter affecting the Association;

(b) Members of the Association (including the Trustees, Officers or Executives) may be paid interest at a rate per annum not exceeding two per cent less than the base rate prescribed for the time being by Barclays Bank plc or three per cent per annum whichever is the greater upon money lent by them to the Association;

(c) Members of the Association (including the Trustees, Officers or Executives) may be paid rent not exceeding a reasonable commercial rent for premises leased or let by them to the Association;

(d) Members of the Association (including the Trustees, Officers or Executives) may be provided free of charge with any books or other publications (whether published by the Association or not) relating to all or any of the objects of the Association as herein before set forth which are required by them directly to further the objects of the Association;

(e) Reasonable and proper remuneration may be paid or benefit given to any person (including a Member of the Association but not (subject as in sub-paragraph (g) below) to one of the Trustees, Officers or Executives in return for services actually rendered or goods supplied to or work done for the Association. No Trustee, Officer or Executive shall be appointed to any salaried office of the Association nor to any office of the Association paid by fees nor (subject as in sub paragraph (g) below) shall the Association enter into any contract with any of the Trustees, Officers or Executives and no remuneration or other benefit in money or money’s worth shall be given by the Association to any of the Trustees, Officers or Executives except payments falling within any of the foregoing sub paragraphs (a) (b) or (c) hereof or as provided by the following sub-paragraphs (f) or (g) hereof;

(f) Payments may be made by the Association to any company entitled thereto notwithstanding that a member of the Association (including one of the Trustees, Officers or Executives) may hold not more than one-hundredth part of the capital of such company and such Trustee, Officer or Executive or member shall not be bound to account for any share of the profits he may receive in respect of such payment;

(g) Payment may be made by the Association to any Member of the Association (including the Trustees, Officers or Executives) in return for lecturing and/or giving practical instruction of such fees as may be laid down from time to time by the Association for the remuneration of equivalently qualified lecturers in such circumstances provided that no such payment shall be made to any person who is a Trustee, Officer or Executive without the consent from time to time of the Charity Commission and subject to such conditions as the Charity Commission may require in connection with such consent.

 

5.    No such addition, alteration or amendment shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force as shall make the Association a company to which Section 30 of the Companies Act 1985 does not apply.

 

6.    The liability of the members is limited.  

 

7.    Every member of the Association undertakes to contribute to the assets of the Association 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 debts and liabilities of the Association contracted before he ceases to be a member and of costs charges and expenditure of winding up and for the adjustment of the rights of contributors among themselves such amount as may be required not exceeding one pound.

 

8.    If, upon the winding up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities, any monies or property, they shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Association 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 Association under or by virtue of clause 4 hereof such institution or institutions to be determined by the members of the Association with the concurrence of the Charity Commissioners at or before the time of dissolution and if and so far as effect cannot be given to such provision then to some other charitable object.

 

 

 

 

 

THE COMPANIES ACT 1985

 

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

 ARTICLES OF ASSOCIATION

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BRITISH ASSOCIATION OF SPORT AND EXERCISE MEDICINE.

 

INTERPRETATION

 

1.    In these Articles: "the Association" means British Association of Sport and Exercise Medicine. "Sciences" may include anatomy, bio-chemistry, bio-mechanics, chiropody, osteopathy, pathology, physical education, physiology, physiotherapy, podiatry, psychology and remedial gymnastics "The Act" means the Companies Act 1985, "The Executives" mean the members for the time being of the Executive Committee of the Association, "Home Countries" shall subject to the provisions of the Articles mean those as defined by the Sports Council, namely: England, Scotland, Wales and Northern Ireland. "Regions" shall subject to the provisions of the Articles mean those as defined by the Sports Council, namely: Northern, North West, Yorkshire and Humberside, East Midlands, West Midlands. Eastern, Greater London, South East, Southern, South Western.

 

"The Articles" means the Articles of Association of the Association from time to time.

"The Office" means the registered office of the Association. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, telex and other modes of representing or reproducing words in a visible form.

Unless the context otherwise requires, words or expressions contained in the Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which the Articles become binding on the Association.

2.    The Association is established for the purposes expressed in the memorandum of association.

 

MEMBERSHIP

 

3.    The subscribers to the Memorandum of Association of the Association and such other persons as are admitted to membership in accordance with the Articles shall be Members of the Association.

4.    Full membership of the Association shall be open to:-

          (1)     any individual who holds a qualification in medicine which is acceptable as a condition of employment as a doctor in a United Kingdom Health Service Hospital;

          (2)     any individual who was a fully paid up member or life member of the Association prior to the Annual General Meeting held in Sheffield on 5^th October 2003 and has maintained continuous membership since that time;

(3)     any individual who has held a qualification in medicine which is acceptable as a condition of employment as a Doctor in a United Kingdom Health Service Hospital and has subsequently retired from practice.

 

A Full Member is entitled to vote at meetings of the Association.

 

5.    Associate membership of the Association shall be open to:-

Such individuals, subject to sub-clauses:-

(i)            Corporations and representatives of firms or of other unincorporated associations, as have a declared interest in any of the sciences and are within the scope of any one or more of the following sub-clauses of this Article 5 but subject in all cases to the provisions of Article 6, and shall also be open to such individuals as are elected in accordance with Article 10.

(ii)          Any individual who holds a qualification in a profession ancillary to medicine which is a qualification acceptable as a condition of employment in a United Kingdom Health Service Hospital.

(iii)         Any individual practicing (or who prior to retirement practiced) in sports science or physical education, or another discipline as accepted by the Association.

(iv)         Any corporate body, either statutory or private, has as its object or one of its objectives a declared interest in principles which are the principles of the Association or objects compatible and complimentary to the principles of the Association or in sport generally.

(v)          Any individual representing any properly constituted but unincorporated body, whose members or the majority of those members would qualify for membership of the Association within sub-clauses (i) or (ii), in accordance with the provisions of Article 13; any professional or equivalent body, which is incorporated (or a representative’ member or members of such a body which is not incorporated) whose purposes are equivalent to or considered by the Executive Committee to be complimentary to those of the Association or charitable;

(vi)         individuals who are bona-fide full time students studying on a recognized course for a qualification in medicine or a profession ancillary to medicine who would, upon qualification, fulfill the requirements of Article 4 or sub-clauses (i) or (ii) of Article 5 and who may be admitted to student membership in accordance with the provisions of Article 14.

(vii)        Overseas Doctors who have gained a qualification in medicine which is acceptable as a condition of employment as a Doctor in their own country, subject to consideration by the Executive Board

 

An Associate Member is not entitled to vote at meetings of the Association.

 

6.    Individuals who are bona-fide full time students studying on a recognized course for a qualification in medicine or a profession ancillary to medicine who would, upon qualification, fulfill the requirements of Article 4 or sub-clauses (i) or (ii) of Article 5 and who may be admitted to student membership in accordance with the provisions of Article 14.
A student member is not entitled to vote at meetings of the Association.

7.    All applicants for membership shall complete an application in a form prescribed by the Executive Committee. Applicants may be proposed for membership by Members or may apply of their own accord. Applications will normally be considered at the next meeting of the Executive Committee, which may elect such applicants as are thought fit. Applications may be rejected by the Executive Committee without there being any requirement to state any reason for such rejection, or postponed until satisfactory investigations have been made. Persons who are approved for membership shall pay a subscription as determined in Article 8.

8.    The amount of annual subscriptions (which may be different amounts for different categories of Members) shall be set by the Executive Committee and approved by the Annual General Meeting at such amount or amounts per annum as it may decide and shall be payable on admission to membership and subsequently on the first day of April in each year provided that the annual subscription for all periods prior to the holding of the first Annual General Meeting shall be decided by the Executive Committee and provided that if any Annual General Meeting shall fail to approve the same or shall not be held the then current amounts shall continue to be applicable.

9.    The Executive Committee may require some or all of the members to pay their annual subscriptions by direct debit or such other method as may be thought appropriate from time to time.

10. The Annual General meeting may invite such person as it considers fit to accept the position of Patron of the Association and such person on accepting such position may attend and speak at such meetings of the Association as the Patron may wish.

11. The Annual General Meeting may elect as Honorary Life members such person as it deems to have given exceptional and distinguished service to the Association without annual subscription.

12. The Annual General Meeting may elect as Vice Presidents such person or persons that it deems to have given distinguished service to the Association or sport or science or medicine. A Vice President shall be elected for life, and shall not be precluded from serving on the Executive Committee, but only if they shall have paid an ordinary subscription.

13. The governing body of any unincorporated body falling within the scope of sub-clause (iv) or sub-clause (v) of Article 5 may by notice in writing to the Executive Committee nominate an individual member of such unincorporated body as its representative for consideration for membership in accordance with the provisions of sub-clause (iv) or sub-clause (v) of Article 5 and shall supply such information and comply with such conditions as the Executive Committee may at its discretion require. If such representative is admitted to membership they shall (for the avoidance of doubt) be personally liable for their membership subscription and be personally entitled to the benefits of membership so far as concerns the Association.

14. An individual falling within the definition in sub-clause (vi) of Article 5 shall ensure that their application form for membership is endorsed by a senior member of his training establishment and if they are admitted to membership as a Student Member, he shall be entitled to attend general meetings of the Association and to speak thereat but shall not be entitled to have a vote thereat and they shall be entitled to receive an electronic copy of the Journal of the Association if and whenever the same is published and supplied to Members.

 

TERMINATION OF MEMBERSHIP

 

15. Membership of the Association shall not be transferable and shall cease upon the death, bankruptcy or winding up of a Member, or upon resolution by the Executive Committee following the loss by a Member of the qualification entitling them to consideration for membership under Article 4.

16. Any Member who shall desire to retire from membership of the Association shall signify such desire in writing to the Secretary and thereupon their name shall be removed from the list of Members and they shall be deemed to have retired and shall cease to be a Member.

17. If a Member shall fail to pay their annual subscription within 28 days of the same falling due and if they shall be sent written notice to that effect from the Treasurer or other Executive at their last known address, their membership shall be deemed to have expired if the annual subscription is not paid within 28 days after such notice is dispatched.

(i)            Subject as hereinafter provided in sub-clause (ii) should the Executive Committee resolve that a 
Member has behaved in such a manner as to bring the Association into disrepute or so as seriously to have prejudiced the achievement of the objects for which the Association is incorporated the Executive Committee may require a written explanation of the circumstances from such Member.

(ii)          Provided that before any resolution as is referred to in sub-clause (i) is raised at meeting of the 
Executive Committee, the Executive or Executives intending to raise the subject shall inform such member of the intention to raise such subject giving reasonable details of the matters on which reliance is placed in such time as will give such Member a reasonable opportunity to consider the allegations and such member will be entitled to attend that part of the meeting of the Executive Committee at which the resolution is proposed and discussed and to speak in their own defence.

(iii)         If such a resolution as is specified in sub-clause (i) is adopted by the Executive Committee after 
compliance with the provisions of sub-clause (ii) such Member shall be given written notice of the resolution and of the facts relied on by the Executive Committee in reaching its decision.

(iv)         Not less than one month or more than three months after the receipt by such Member of the 
notice referred to in sub-clause (iii) the Executive Committee may after giving such Member a full and adequate opportunity to be heard in their own defence, whether orally and/or by written submission and whether in person or by a representative resolve that they cease to be a Member of the Association and thereupon they shall cease to be a Member. No subscription shall be refunded in such circumstances.

 

GENERAL MEETINGS

 

18. The Association shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Association and that of the next. Provided that so long as the Association holds its first Annual General meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Executive Committee shall appoint. 
 

19. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

20. The Executive Committee may convene an Extraordinary General Meeting. The Executive Committee shall upon a requisition made in writing by 30 or more Members convene an Extraordinary General Meeting within 28 days at least of receipt of such requisition. If the Executive Committee does not do so, such a meeting may be convened by such requisitionists as is provided in Section 368 of the Act. If at any time there are not within the United Kingdom a quorum of the Executive Committee any two Members of the Executive may convene an Extraordinary General Meeting. In the absence of all members of the Executive any ten members of the Association may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by members of the Executive Committee.

 

NOTICE OF GENERAL MEETINGS

 

21. An Annual General meeting shall be called by 28 days notice in writing at the least. An Extraordinary General Meeting shall be called by 28 days notice in writing at the least. 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 the hour of the meeting and in case of an extraordinary meeting the nature of the business. No other business shall be transacted other than the specific reason or reasons for which the meeting has been called. Notice shall be given in this manner (or in such other manner as may be prescribed by the Association in general meeting) to such persons as are under the Articles entitled to receive such notices from the Association. If a meeting of the Association shall, notwithstanding that, be called by shorter notice than that specified in the Articles it can be deemed to have been duly called if it is so agreed in the case of a meeting called as an Annual General Meeting by all the Members entitled to attend and vote thereat.

22. The accidental omission to give notice of a meeting to or the non receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting.

23. That the minimum period for members to give notice of resolutions to be put before the Annual General Meeting be 28 days before the date of the AGM.

24. That the minimum period for the acceptance of amendments to resolutions to be put before the Annual General Meeting be 14 days before the date of the Annual General Meeting.

25. Every notice calling a General Meeting shall specify the place and the day and the hour of the meeting. If other than routine business is to be transacted, the notice shall specify the general nature of such business; and, if any resolution is to be proposed as an Extraordinary Resolution or as a Special Resolution, the notice shall contain a statement to that effect.

26. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes that is to say:-

(A) Considering the income and expenditure account and balance sheet and the reports of the Executive Committee and of the Auditors.

(B) Elections to the Executive Committee in places of those officers retiring.

(C) Appointing Auditors and fixing the remuneration of the Auditors or determining the manner in which such remuneration is to be fixed.

(D) Approving regulations concerning subscriptions made by the Executive Committee in accordance with Article 8.

 

27. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting, with the exception of the consideration of the accounts, balance sheets and the ordinary report of the Executive Committee and the report of the auditors, the election of members of the Executive Committee in the place of those retiring and the appointment and remuneration of the auditors.

28. No business shall be transacted at any general meeting unless a quorum of not less than twenty Members (other than Student Members) is present in person or by proxy when the meeting proceeds to business.

29. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the following week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.

30. The President if any of the Association shall be offered the chair to preside as Chairperson at every general meeting of the Association but if there is no President or if they shall decline such offer or if they shall not be present within fifteen minutes after the time appointed for the holding of the meeting the Chairperson or failing them the Vice Chairperson shall be offered the chair and failing such the members of the Executive Committee present shall elect one of their number to be Chairperson of the meeting. If at any general meeting no Executive is willing to act as Chairperson of the meeting or if no Executive is present within 15 minutes after the time appointed for the holding of the general meeting the Members present shall choose one of their number to be Chairperson of the meeting.

31. The Chairperson of a general meeting, may with the consent of the meeting, adjourn any 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. When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

32. A resolution put to the vote of a meeting shall be approved by a positive vote from two-thirds or more of those present, on a show of hands, unless before or on the declaration of the result of a show of hands a ballot is duly demanded. Subject to the provisions of the Act a ballot may be demanded by at least two Members having the right to vote at the meeting, and a demand by a person as proxy for a Member shall be the same as a demand by the Member.

33. At any general meeting, unless a ballot is duly demanded, a declaration by the Chairperson of the meeting that a resolution has been carried or carried unanimously or by a particular majority of the number or proportion of the votes reserved in favour or against the resolution or lost, or not carried by particular majority and an entry to that effect in the book of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recovered in favour or against the resolution.

34. If a ballot is demanded in manner aforesaid the same shall be taken at such time and in such manner as the Chairperson of the meeting directs, and the result of such ballot shall be deemed to be the resolution of the Association in general meeting, save that a ballot demanded on the election of a Chairperson or on a question of adjournment shall be taken forthwith. The demand for a ballot may be withdrawn.

35. In the case of an equality of votes on a ballot, the Chairperson of the meeting at which the ballot is demanded shall be entitled to a second or casting vote. Such a vote cannot be used to alter the constitution. Matters resolved in such a way must be brought back to the next AGM.

36. Subject to the provisions of the Act a resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Association duly convened and held. 

37. Only current Full Members shall be eligible to vote at General Meetings of the Association.

38. No Full Member shall be entitled to vote at any general meeting unless all monies presently payable by them to the Association have been paid.

39. The instrument appointing a proxy shall be in writing under the hand of the appointer or of their attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member of the Association.

40. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a copy of that power or authority certified by a solicitor shall be deposited at the Office or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting in a sealed envelope marked 'Proxy Vote Confidential', not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a ballot, not less than twenty-four hours before the time appointed for the taking of the ballot, and in default the instrument of proxy shall not be treated as valid. Sealed envelopes containing the number and nature of proxy votes shall only be opened and revealed by the Secretary in the presence of the Chairperson at the commencement of the Annual General Meeting or Extraordinary General Meeting after reading the notice to convene the meeting.

41. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

"British Association of Sport and Exercise Medicine

I/We of in the county of …… being a member of the above named Association, hereby appoint of ….or failing him of.... as my (our) proxy to vote for me (us) on my (our) behalf at the (annual) (extraordinary) general meeting of the Association to be held on the day of..... and at any adjournment thereof. Signed this day of ….. "

A Ballot for these purposes is a confidential paper vote scrutinised by at least two tellers appointed by the meeting, who shall not normally themselves vote.

42. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form allowing for each resolution separately and as near thereto as circumstances admit:

"British Association of Sport and Exercise Medicine

I/We of...... in the county of……. being a member of the above named Association, hereby appoint of....... or failing him of……. as my (our) proxy to vote for me (us) on my (our) behalf at the (annual)(extraordinary) general meeting of the Association to be held on the day of...... and at any adjournment thereof. Signed this day of …….."

This form is to be used in favour of or against the resolutions as indicated below. Unless otherwise instructed the proxy will vote as he thinks fit.

43. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a ballot.

44. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Association at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

 

 

 

    CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

 

45. Any corporation which is a Member of the Association may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Association and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation exercise if it were an individual member of the Association and such representative shall be deemed to be that Member present in person at any meeting of the Association.

 

    EXECUTIVE COMMITTEE

 

46. (1)The Executive Committee shall at all times have at least three members with the Chairperson having a casting vote.

(2) The Executive Committee shall include Members of the Association in the following capacities 
with the power to appointed Executives in accordance with the Articles:-

(i)            President

(ii)          Chairperson

(iii)         Vice Chairperson

(iv)         Secretary

(v)          Treasurer

(vi)         Assistant Secretary & Membership Secretary

(vii)        Education Chair

(viii)      Professional Relations Officer (Full Members)

(ix)         Professional Relations Officer (Associate Members)

(x)          Sponsorship and Marketing Officer

(xi)         Education Development Officer

(xii)        Such other Executive members as the Annual General Meeting shall from time to time deem necessary. Such extraordinary appointments shall last for one year only, unless a longer time be specified by the AGM.

47. The Chairperson, Vice Chairperson, Secretary and Treasurer shall be deemed the Officers and Trustees of the Association. An omission to appoint any such Officers or a vacancy in any such Office shall not invalidate any proceedings of the Executive Committee or of the Association. The Executive Committee has the power to appoint to such Office any Member of the Association (including a present member of the Executive) or representative of a corporate Member of the Association without such Member being appointed or elected at an Annual General Meeting. That appointment shall be valid to the date of the next Annual General Meeting.

(1) The Officers and Executives may be elected or appointed in accordance with the Articles from amongst the Members of the Association or the Nominated representatives of corporate Members as such Officers but shall as Executives be subject to retirement by rotation in accordance with Article 73.

(2) The post of Vice Chairperson shall be for three years. The three years shall be the ones leading up to their appointment as Chairperson. The post of Chairperson shall be held for three years and renewed for a further two years at the discretion of the AGM. The posts of President, Secretary, Treasurer and Assistant Secretary and Membership Secretary shall be held for three years and renewed for a further three years at the discretion of the AGM. The posts of Immediate Past Secretary and Immediate Past Treasurer shall be for one year. The post of Professional Relations Officer shall be for two years, renewable at the discretion of the Executive.

48. No person other than a Member of the Association or a nominated representative of a corporate Member of the Association shall be eligible to be a member of the Executive Committee.

 

POSTAL/ELECTRONIC VOTE

 

49. Provided that any limit to the number of Executives provided in or pursuant to the Articles is not thereby exceeded eligible persons may be appointed Executives and/or to an Office as referred to in Article 46 (2) by a ballot of eligible Members (other than Student Members) (a "Postal /Electronic Vote") organised by the Executives in accordance with the provisions of Articles 50 to 66.

50. Only one Postal/Electronic vote declarable at the AGM may be held in each year, and the Executives may resolve that a Ballot shall not be held in any year. A Postal/Electronic vote shall be held when more than one valid nomination (in accordance with Articles 46 to 48) for Executive and/or Office has been received.

51. A Postal/Electronic vote may only be held in such a way that the result of that Ballot is announced at an Annual General Meeting of the Association.

52. An Executive retiring at the Annual General Meeting concerned or any other eligible member of the Association may be validly nominated by the Executives for appointment as an Executive or to an Office. Notice of such nomination must be given to all members not less than 28 days before the date appointed for the Annual General Meeting. Otherwise a valid nomination is one by a full member, proposed and seconded by two other members of the Association, received not less than 28 days before the date appointed for the Annual General Meeting at which such result is to be announced. It shall have been left at the Registered Office and be a notice in writing signed by not less than 10 Members duly qualified to attend and vote at the Annual General Meeting at which such result is to be announced. It shall record their support for the appointment (by a Postal/Electronic vote if needed) of such persons. It shall contain notice in writing signed by the person of his willingness to be appointed.

53. If any of the Members so giving notice of support for the purposes of Article 52 shall not have paid any sum which if not paid by the date of the Annual General Meeting would disqualify such Member from voting under Article 38 the Executives may give 14 days notice to such Member and such person the subject of the notice signed (inter alios) by that Member that such signature by such Member of such notice of support will be treated as invalid for the purpose of the nomination unless such sum is paid on or prior to the day preceding the date of the Annual General Meeting in question.

54. The Postal/Electronic vote shall (subject to there being more than one candidate for the post(s)) be to appoint a number of Executives and/or Officers equal to the number retiring (by rotation or otherwise) at the Annual General Meeting in question.

55. The Executive Committee shall upon such consideration referred to in Article 52 prepare a form of postal voting paper (a "Postal Voting Form") setting out the names of eligible persons wishing to be included therein and entitled to be so included therein pursuant to Article 54 (but subject to Article 53). Such Form shall state the number of vacancies and the Offices to be filled pursuant to Article 54 and shall be in the following form or a form as near thereto as circumstances reasonably admit, namely:-

"British Association of Sport and Exercise Medicine

Ballot for the election of [  ] Executives to fill [  ] vacancies in the Executive Committee of and to fill the Offices of [   ] of the British Association of Sport and Exercise Medicine existing/arising at the Annual General Meeting to be held on …….

I/We ..... a Member of the British Association of Sport and Exercise Medicine vote for the candidate(s) indicated by a cross below for appointment as (an) Executive(s) to (an) Office(s) of the British Association of Sport and Exercise Medicine;

Mr. A Mrs. B Miss C.

Note: You can vote for only [   ] candidate[s]".

A CV of each candidate, not exceeding 250 words, shall be provided by the candidate and circulated with the form.

56. Postal/Electronic vote Forms shall not be validly completed:

(a) unless received at the Office by such date or time as the Executives shall specify on the Postal/Electronic vote Form,

(b) if the Member votes for more than the number so specified on the Postal/Electronic vote Form of the candidates,

(c) unless the Executives are satisfied as to the authority of the person signing the Postal/Electronic
vote Form.

57. The Executives may from time to time make regulations as to the matters specified in Article 55 and as to other matters concerning the conduct of a Postal/Electronic vote provided that such regulations are not inconsistent with the express provisions of the Articles and may from time to time (subject to such proviso) alter and cancel such regulations.

58. Postal/Electronic vote Forms so prepared in accordance with Article 55 and any regulations made pursuant to Article 57 shall be dispatched to all Members of the Association (other than Student members) together with the notice summoning the Annual General Meeting to which the Postal/Electronic vote relates provided that the accidental omission to dispatch a Postal/Electronic vote Form to or the non-receipt of a Postal/Electronic vote Form by any person entitled to receive the same shall not invalidate the result of the Postal/Electronic vote.

59. The eligible person or persons to be appointed as an Executive or Executives or to an Office by a Postal/Electronic vote shall be that eligible person or those eligible persons receiving the highest number of votes in the Postal/Electronic vote (or in the appropriate section of the Postal/Electronic vote Form) (the number of persons to be appointed as an Executive or as Executives being specified by the Executives pursuant to Article 49 and being stated on the Postal/Electronic vote Form).

60. No Member shall be entitled to vote in any Postal/Electronic vote unless as at the day of the postmark of the vote all moneys presently payable by him to the Association have been paid.

61. The Executives may from time to time make regulations as to the manner in and by whom the returned Postal/Electronic vote Form shall be checked and the votes therein counted and the result of the Postal/Electronic vote notified to the Executives for the purposes of Article 62. 

62. The Executives or a duly appointed committee of the Executives appointed pursuant to the Articles shall receive the result of the Postal/Electronic vote and shall notify the same to the Chairperson of the Annual General Meeting prior to or at the commencement of the Annual General Meeting.

63. In the event of a tie the Chairperson of the Annual General Meeting shall decide the issue by a drawing of lots taken forthwith.

64. The Chairperson of the Annual General Meeting shall announce the result of the Postal/Electronic vote at the Annual General Meeting before the consideration of any resolution or proposition for the election of any persons as Executives pursuant to any provisions of the Articles other than Articles 49 to 66 and upon the announcement by the Chairperson of the result of the Postal/Electronic vote the persons to be appointed pursuant to Articles 49 to 66 shall thereupon be and become Executives and/or be appointed to the specified Offices taking office forthwith from the time of such announcement by the Chairperson of the Annual General Meeting.

65. A declaration by the Chairperson of the Annual General Meeting as to the result of the Postal/Electronic vote and an entry to that effect in the book of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in the Postal/Electronic vote in favour of the candidates.

66. The Executives may make regulations from time to time as to the destruction of Postal/Electronic vote forms and other records of a Postal/Electronic vote.

 

BORROWING POWERS

 

67. The Executive Committee may exercise all the powers of the Association to borrow money and to mortgage all or any of its property or assets.

 

POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE

 

68. The business and work of the Association shall be managed by the Executive Committee who shall pay all expenses incurred in promoting and registering the Association and may exercise all such powers of the Association as are not by the Act or by the Articles required to be exercised by the Association in general meeting subject nevertheless to the provisions of the Act or the Articles and to such regulations being not inconsistent with the aforesaid provisions as may be prescribed by the Association in general meeting; but no regulation made by the Association in general meeting shall invalidate any prior act of the Executives which would have been valid if that regulation had not been made.

69. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Association shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Executives shall from time to time by resolution determine.

70. The Executives shall cause minutes to be made in books provided for the purpose:-

(a)  Of all appointments of Officers made by the Executives;

(b) Of the names of the Executives present at each meeting of the Executives and of any committee of the Executives;

(c) Of all resolutions and proceedings at all meetings of the Association and of the Executives and of Committees of the Executives and every Executive present at any meeting present shall sign his name in a book to be kept for such purpose.

 

DISQUALIFICATION OF EXECUTIVES

 

71. The office of Executive (and with it the Office (if any) he holds) shall be vacated if the Executive:-

(a) ceases to be an eligible person; or

(b) becomes bankrupt or makes an arrangement or composition with his creditors generally; or

(c) becomes prohibited from being an Executive by reason of any court order made under the Act; or

(d) becomes of unsound mind; or

(e) resigns his position as Executive by notice in writing to the Association; or

(f) is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest in manner required by Section 317 of the Act.

72. No person shall be or become incapable of being appointed an Executive by reason of having attained the age of seventy years or any other age; nor shall any special notice be required in connection with the appointment or the approval of the appointment of such person, and no Executive shall vacate their office at any time by reason of the fact that having attained the age of seventy or any other age.

 

ROTATION OF EXECUTIVES

 

73. The Executives shall retire from office in accordance with the provisions in paragraph 47(2) after the first Annual General Meeting.

74. The Executives to retire shall be those specified in para 47(2)

75. A retiring Executive shall be eligible for re-election or reappointment pursuant to a Ballot or Postal/Electronic vote. In accordance with 47(2) 

76. If no alternative valid nomination has been made, a retiring Executive shall, if offering himself for re-election, be deemed to have been re-elected to the Executive Committee and to the Office, if any, which he held at the date of such meeting, for a period of 12 months, unless at such meeting it is expressly resolved not to fill such vacated position on the Executive Committee or such Office or unless a resolution for the re-election of such Executive shall have been put to the meeting and lost.

77. No person other than an Executive retiring at the meeting shall be elected or appointed without the conditions of clause 52 being fulfilled.

78. The Association may from time to time by ordinary resolution increase or reduce or limit the number of Executives and may also determine in what rotation the increased or reduced or limited number is to go out of office.

79. The Association may by ordinary resolution, of which special notice has been given in accordance with Section 142 of the Act, remove any Executive before the expiration of his period of office notwithstanding anything in the Articles or in any agreement between the Association and such Executive.

80. The Association may by ordinary resolution appoint another person in place or an Executive removed from office under the immediately preceding Article, without prejudice to the powers of the Executives under Article 80, but subject to Article 77. The person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become an Executive on the day on which the Executive in whose place he is appointed was last elected an Executive.

81. The Executive Committee may appoint an eligible person who is willing to act as an Executive either to fill a vacancy or as an additional Executive provided that the appointment does not cause the number of Executives to exceed any number fixed by or in accordance with the Articles as the maximum number of Executives. An Executive so appointed shall hold office only until the next following Annual General Meeting and shall not be taken into account in determining the Executives who are to retire by rotation at the meeting. If not re-appointed at such Annual General Meeting he shall vacate office at the conclusion thereof.

 

    PROCEEDINGS OF THE EXECUTIVE COMMITTEE

 

82. The Executives may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairperson shall have a second or casting vote which shall be used in those circumstances to maintain the status quo. Two Executives may at any time summon a meeting of the Executive Committee giving a minimum of 14 days notice. It shall not be necessary to give notice of a meeting of the Executive Committee to any Executive for the time being absent from the United Kingdom.

83. The quorum necessary for the transaction of the business of the Executives shall be four.

84. The continuing Executives may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the minimum number fixed by or pursuant to the Articles, the continuing Executives or Executive may act for the purpose of increasing the number of Executives to that number, or of summoning a general meeting, but for no other purpose.

85. The Chairperson shall act as Chairperson of all Executive Committee meetings but if absent then the Vice Chairperson shall act as Chairperson. If neither is present within five minutes after the time appointed for holding the meeting the Executives present may select one of their own number to be the Chairperson of the meeting.

86. The Executive Committee may at any time appoint any person or persons (whether or not they are a Member of the Association) to attend meetings of the Executive Committee and to advise and assist the Executives. Any person so appointed (hereinafter called "an Advisory Person") shall not be a member of the Executive Committee and shall not require any qualification and shall not be entitled to vote at meetings of the Executive Committee. Subject as aforesaid the Executive Committee may define and limit the powers and duties of Advisory Persons.

 

    SUB COMMITTEES

 

87. The Executive Committee may delegate any of its powers to subcommittees consisting of such member or members of its body including in each case the Chairperson, Vice Chairperson, Secretary, Treasurer (if such office or offices be then filled) together with such other Members of the Association or representatives of corporate Members of the Association as they may think fit. Any sub-committee so formed shall be entitled to request any Advisory Person or other person whom the sub-committee may decide to invite to attend the meetings of such sub-committee in an advisory capacity without any entitlement to vote thereat. Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Executive Committee. All acts and proceedings of any such sub-committee shall be fully reported back to the Executive Committee as soon as possible.

88. The Chairpersons of subcommittees are to be nominated by the executive. If at any meeting the Chairperson is not present within five minutes after the time appointed for holding the same, the members thereof present may choose one of their number to be Chairperson of the meeting.

89. A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members (other than Advisory Persons and any other Members not having such vote) thereof present and in the case of an equality of votes the Chairperson shall have a second or casting vote. No resolution passed at a meeting of a sub-committee shall be valid or effective, unless the resolution is confirmed by the Executive Committee.

90. All acts done by any meeting of the Executives or of a sub-committee appointed by the Executives, or by any person acting as an Executive, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Executive 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.

91. A resolution in writing, signed by all the Executives for the time being entitled to receive notice of a meeting of the Executives, shall be as valid and effectual as if it had been passed at a meeting of the Executives, duly convened and held.

 

    PAID OFFICIALS

 

92. No paid official shall be eligible for membership of the Association.

93. Any paid official shall be appointed by the Executives for such term, at such remuneration, and upon such conditions consistent with the provisions of clause 3(B)(xiv) of the Memorandum of Association as they may think fit.

94. Employment of paid officials is as required in accordance with the Employment Protection Consolidation Act 1978 and amended by the Employment Act of 1980, and the Trade Union Reform and Employment Rights Act 1993, governing an employer's obligation to inform employees of the conditions applicable to the contract of employment relationship.

95. THE POST OF EDITOR OF THE BRITISH JOURNAL OF SPORT AND MEDICINE. The Editor of the British Journal of Sport and Medicine shall be appointed by the Executive Committee of the British Association of Sport and Medicine in conjunction with the British Medical Association Publishing Group for an initial period of three to five years. This individual appointment may be continued by the unanimous agreement of the Executive Committee. The post should be suitably remunerated. The holder of the post shall attend the meetings of the Executive Committee without any voting rights.

 

THE SEAL

 

96. The Executives shall provide for the safe custody of the common seal of the Association, which shall only be used by the authority of the Executives or of a committee of the Executives authorised by the Executives in that behalf, and every instrument to which the seal should be affixed shall be signed by an Executive and shall be countersigned by the secretary or by a second Executive or by some other person appointed by the Executive for the purpose.

 

ACCOUNTS

 

97. The Executives shall cause accounting records to be kept in accordance with the Act.

98. The accounting records shall be kept at the Office or, subject to the Act, at such other place or places as the Executives think fit, and shall always be open to the inspection of members of the Executive Committee.

99. The Executives shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of Members not being Executives and no Member (not being an Executive) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Executives or by the Association in general meeting.

100.              The Executives shall from time to time in accordance with the Act cause to be prepared and to be laid before the Association in general meeting such profit and loss accounts, balance sheets and reports as are required by the Act. The auditors' report shall be open to inspection and be read before the meeting as required by the Act. 
 

101.              A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in general meeting, together with a copy of the Auditors' report, shall not less than twenty-one days before the date of the meeting be sent to every Member of the Association. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Association is not aware.

 

AUDITORS

 

102.              One or more qualified auditors shall be appointed and their duties regulated in accordance with the Act.

 

HOME COUNTRIES AND REGIONS

 

103.              The Executive Committee may form or recognise and dissolve and withdraw recognition from such Regions or probationary Home Countries or Regions of the Association as it may think fit ("Recognised Home Countries or Regions"). The Executive Committee may impose such requirements and conditions as it thinks fit on groups of Members wishing to be recognised as Home Countries or Regions which are worthy and prepared to co-operate whole heartedly with the Executive Committee and other Home Countries or Regions. Such Home Countries or Regions are to be as far as is practical coterminous with the Home Countries or Regions as defined in Clause 1 of the Articles. Without prejudice to the generality thereof such requirements and conditions may include conditions as to the keeping of accounts and as to the holding and conduct of meetings courses lectures and clinics.

104.              All property acquired by a Recognised Home Countries or Region shall belong to and be held for the purposes of the Association. Provided that the Charity Commission concurs the Executive Committee may delegate to a Recognised Home Countries or Region control over the raising and expenditure of funds raised specifically by such a Region.

 

COUNCIL

 

105.              There shall be a Council the membership of which shall consist of the following:-

(1) all persons who are members of the Executive Committee for so long as they shall be such members.

(2) All Honorary Life Members of the Association and all Vice Presidents of the Association.

(3) one member of the Association or their deputy nominated from time to time by each Sports Council Home Country for the period of which he is so nominated.

(4) one Member of the Association or their deputy nominated from time to time by each Sports Council Region for the period for which they are so nominated.

(5) invited nominees from the British Olympic Association, The British Paralympic Association, UK Sport, The Association of Chartered Physiotherapists in Sports Medicine, Medical Diplomates in Sports Medicine and the National Coaching Foundation.

(6) one person each nominated from time to time by such Members qualifying for membership under sub-clause (v) of Article 5 as the Executive Committee may from time to time specify.

(7) such other individuals pre-eminent in the medical profession or in a profession ancillary to medicine or in sports administration or in any sporting activity as the Executive Committee may from time to time invite.

106.              The purpose of the Council shall be to act as an advisory body at which members of the Council may meet with the Executive Committee and put forward their views and intentions regarding the Association and the contribution which they can make to the attainment of the objects of the Association as set out in the Memorandum of Association more frequently than general meetings of the Association are expected or convenient to be held. The Council may propose matters to be discussed at the AGM. The Council meeting shall be held in conjunction with the Open Forum at the AGM. The frequency of Council meetings shall be once per year, usually during the Association's Annual Congress. Except as provided in Article 106 the Council shall have no administrative, executive, supervisory or other powers and duties whatsoever and its existence shall in no way derogate from the powers and duties of the Association in general meeting or from the powers and duties of the Executive Committee under the Articles and the Act. For the avoidance of doubt (except as provided in Article 111) no decision or recommendation or resolution of the Council whatever form or wording or expression it may take shall in any way whatever have any force or effect or be binding on the Executive Committee or any individual Executives or any officer or employee or Member of the Association or on the Association itself.

107.              Notwithstanding the foregoing the Council may require the Executive Committee to circulate reports or recommendations to the members of the Association as if such were statements within the scope of Section 376 of the Act and so that the provisions of Section 376 of the Act shall apply thereto with the exclusion of the words "at the expense of the requisitionist" in sub-clause (I) thereof and with the exclusion of sub-clause (2) thereof.

 

NOTICES

 

108.              A notice maybe given by the Association to any member either personally or by sending it by post/electronically to them or to their registered address, or (if they have no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by them to the Association for the giving of notice to the member. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, preparing and posting a letter containing the notice, and to have been effected in the case of a notice sent by first class post of a meeting at the expiration of twenty-four hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

109.              Notice of every general meeting shall be given in any manner hereinbefore authorised to:-

(a) every Member (other than Student Members) except those Members who (having no registered address in the United Kingdom) have not supplied to the Association an address within the United Kingdom for the giving of notice to them; and

(b) the auditors or auditor for the time being of the Association. No other person shall be entitled to receive notices of general meetings.

 

WINDING UP

 

110.              The provisions of the Memorandum of Association relating to the winding up or dissolution of the Association shall have effect and be observed as if the same were repeated in the Articles.

111.                     Refers to the right of the Council to remove the Executive through a vote of no confidence.