Membership consultation on the Society's Constitution
Over the last two years there have been strategy and working party meetings reviewing major aspects of the Society's activities and consultations on their findings with the membership. In April 2002 Council approved major changes in the Society's meetings programme, scientific interest group structure and the committee structure serving policy and professional and educational affairs. These changes and associated new officer posts necessitate changes in the structure of the Executive Committee and Council.
The constitution of the Society is embodied in two legal documents, the Memorandum of Association and the Articles of Association, and the Society's charity approval and registration as a company limited by guarantee is based on these documents. They were last reviewed as a whole some ten years ago so, in addition to the amendments necessary to implement policy, it is also opportune to review the Society's rules to ensure that they are consistent with best practice in both company and charity law.
The Memorandum and Articles of Association have been redrafted in consultation with the Society's legal advisers.
The Draft revised Memorandum and Articles of Association and the existing Memorandum and Articles of Association can be found under Terms of Reference on the Society's website
Below is a commentary on the main changes in both Memorandum and Articles. Please let the Executive Secretary, Glyn Jones [[email protected]] have any comments on the revisions by 28th February 2003. Thereafter, subject to approval by Council and the Charity Commission, revised Articles will be submitted for approval to an Extraordinary General meeting of the Society.
Commentary on the Memorandum of Association
The principal object of the Society, to advance the science of biochemistry, has been slightly broadened to include the cellular and molecular life sciences in general as well as biochemistry in particular. This would avoid any dispute as to where biochemistry stops and another aspect of cellular and molecular life science starts, particularly in the context of joint activities with or services offered to sister societies.
Various amendments have been made to facilitate cooperation with other societies and participation in the Biosciences Federation.
Drafting changes have been made to render the Memorandum consistent with current practice.
This clause has been amended to clarify that the Society may remunerate a director/trustee or member for services provided to the Society but in no case more than would be payable to any other person for the service.
There are drafting changes in the remainder of the clauses of the Memorandum that reflect current practice.
Commentary on the Articles of Association
Various definitions have been amended to take care of subsequent changes in the Articles and other anticipated changes within the Society e.g. introduction of bye-laws change from Executive Secretary to Chief Executive, reference also made to ICSA guidelines in order to permit use of electronic communication etc.
Articles 6 - 12
Most rules relating to membership have been removed and will be embodied in by- laws. Whilst there will still be full consultation before there were any major changes in membership qualifications, these would be implemented, under company law, by approval of Executive Committee and would not necessitate the formal procedure for changing Articles of Association. By-laws for these and other aspects will be referred to Council soon after formal adoption of the new provisions. There are no plans at present to change the membership provisions apart from consideration of the pros and cons of corporate membership.
In Article 11 the concept of 'interest' as the criterion for eligibility has been developed a little. However, this only describes 'eligibility' and the final decision will always lie with the Society. Procedures for handling membership application will b set out in the by-laws.
Article 14 (end)
Throughout the document provision has been made to cover the possibility of some form of corporate membership if this should subsequently be approved by by-law.
Under the existing Articles the position of the President is anomalous. Although entitled to attend Executive Committee meetings the President is not a director/trustee of the Society nor, technically, a member of the Executive Committee. This has been changed so that the President is a full director and trustee of the Society and attends Executive Committee in his or her own right.
Article 19 (a)
The Directors referred to here are the company directors/Executive Committee members/trustees and not the staff 'directors' of the Society. The term 'directors', in the company law sense has been used throughout to remind of the current emphasis on the responsibilities of directors and trustees.
Article 19 (b and c)
The classes of representatives on Council have been described in broader generic terms in order to provide flexibility as the new structure evolves. The precise criteria will be determined by-laws.
Article 21 (c) (iv) and (v)
Allows the Council flexibility in determining the term of office of the Chair of the Editorial Board and the Chair of Portland Press.
Article 21 (c) (vii)
Grants a general power to the Council to take on any appointing role assigned to it by the by-laws.
Article 27 (e)
Provides for a new post of Honorary Membership Secretary who will co-ordinate recruitment matters and communication with members.
Article 27 (j) and 28 (h)
The appointment or election of committee chairmen is placed in the by-laws. This means that committees and the representation (or not) of their chairs on the Executive Committee can be added to or reduced without the necessity of changing the Articles of Association each time.
Articles 29 and 30
There has always been a convention that the vice-chairman would automatically succeed the chairman. The revised wording makes it clear that this is the intention.
The former post of Assistant Treasurer has been replace with a Treasurer-elect who would be elected by the membership 1 year prior to retirement of the Treasurer and would then automatically succeed the Treasurer without the need for further election.
Article 32 (d)
This links back to the power in the Memorandum to make payments to members and the need to report to Council.
Under the existing Articles of Association, officers are elected annually subject to maximum periods. This clause changes the system to electing an officer for a full period of 5 years without the need to stand annually for re-election. This will avoid the confusion and administrative complexity that is sometimes caused by annual nomination of officer and the time lag between nomination and re-annually. Security from any possible abuse is provided by a later amendment which provides a less complex means of removing an Executive Committee member, should the need arise.
The existing Article provides that names of candidates for office nominated by the Council should be communicated first to membership. Thereafter, the membership can decide whether or not if they wish to nominate their own candidates to stand against Council nominees. In practice this has led to some confusion and administrative complexity. In practice, this requires nomination for posts some 18 months to 2 years in advance of taking office.
It is therefore proposed to streamline the system and call for nominations of Council and membership at the same time, i.e. in December each year. Should it prove possible, e.g. via the monthly e-mail bulletin, to let members know in advance that there is a Council nominee this will certainly done. However, in practice, Council only nominates for positions amongst the officers and chairs of committees and has not for many years made it's own nominations for the 6 ordinary Council members directly elected by the membership. It is expected that this practice will continue.
This is a new proposal to cover a situation in which there are insufficient nominations from the membership at large to fill the vacancies amongst the 6 ordinary Council members. Currently, if this happens the posts remain empty for a year. This new Article provides that the Council can fill vacancies for the period of office that would have been served by an elected member.
This agin refers tot he right to remunerate members for services rendered at the 'going rate'. This provision did exist before but only related to publishing activities.
This Article allows the Society to deal with detailed administrative matters through by-laws rather than enshrine such measures in the Articles of Association. As previously indicated the normal procedure will be for Council and/or the full membership to be consulted on matters of substance prior to approval of a by-law by the Executive Committee.
Article 48 (f)
This is a new provision for removal of a director or member of Council without recourse to a general meeting of the Society. Whilst this will happen rarely, if ever it, follows that should difficulties actually arise there could well be a need for prompt action to protect the Society's interests without having to wait to convene a General Meeting of the membership. The new Articles therefore provide that a director can be removed if all other members of the Executive Committee agree and likewise a member of Council may be removed if all Council members agree.
This only applies to the office of director or Council member and would not automatically remove the individual from membership. The latter is a separate procedure that must go to a General Meeting if the individual concerned requests it.
Article 49 (g)
An absentee director who misses three consecutive Executive Committee Meeting can be removed by resolution of the Executive Committee. This is not automatic and the Executive Committee can always decide not to exercise this power.
Although always implied, this article sets out in more detail the power of the Executive Committee to delegate specific functions to committees of directors, committees of members or to the Chief Executive.
Article 55 and 56
This clarifies the position regarding resolutions passed by electronic communications or signature and post rather than consideration at an actual meeting.
Article 94 to end
A number of changes have been made to reflect current practice.
Glyn D Jones
18th December 2002