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Articles of Association


Since 25 May 2004 The Conference of Socialist Economists has been a Private Company Limited by Guarantee
And Not Having a Share Capital under The Companies Acts 1985 to 1989

 

MEMORANDUM AND ARTICLES OF ASSOCIATION CONFERENCE OF SOCIALIST ECONOMISTS


Company Number : 5137584
Incorporated on Incorporation Services Limited
1 Saville Chambers
North Street
Newcastle upon Tyne
NE1 8DF
Telephone: 0191 261 5545


MEMORANDUM AND ARTICLES OF ASSOCIATIONOF CONFERENCE OF SOCIALIST ECONOMISTSCONTENTS

MEMORANDUM
1: COMPANY NAME
2: COUNTRY OF SITUATION
3: OBJECTS AND POWERS
4: NO DISTRIBUTION OF ASSETS
5: LIMITED LIABILITY
6: MEMBERS' GUARANTEE
7: DISTRIBUTION OF ASSETS ON WINDING UPARTICLES
1: OBJECTS
2: MEMBERS
3: CLASSES OF MEMBERS
4: RESIGNATION OF MEMBERS
5: SUBSCRIPTIONS
6: ANNUAL GENERAL MEETINGS
7: BUSINESS OF ANNUAL GENERAL MEETINGS
8: EXTRAORDINARY GENERAL MEETINGS
9: MEMBERS' RIGHT TO REQUISITION MEETINGS
10, 11, 12: NOTICE OF GENERAL MEETINGS
13, 14: QUORUM AT GENERAL MEETINGS
15: CHAIRING THE MEETING
16: ADJOURNMENT
17, 18, 19: VOTING
20: CHAIRPERSON'S CASTING VOTE
21: WRITTEN RESOLUTIONS
22, 23: VOTING RIGHTS
24: EXECUTIVE COMMITTEE
APPOINTMENT AND RETIREMENT OF EXECUTIVE COMMITTEE
25: Annual Retirement and Appointment
26, 27, 28: Appointment by General Meeting
29: Co-option by the Executive Committee
30, 31: DISQUALIFICATION AND REMOVAL OF EXECUTIVE COMMITTEE MEMBERS
32: POWERS OF EXECUTIVE COMMITTEE
33: DELEGATION OF POWERS BY THE EXECUTIVE COMMITTEE
34: APPOINTMENT OF MANAGERS AND AGENTS
35: MEETINGS OF THE EXECUTIVE COMMITTEE
36: Calling Meetings
37: Voting
38, 39: Quorum
40, 41: CHAIRPERSON
42: SECRETARY
43: TREASURER
44: VALIDITY OF EXECUTIVE COMMITTEE ACTS
45: WRITTEN RESOLUTIONS
46, 47, 48: CONFLICTS OF INTEREST
49, 50, 51: EDITORIAL BOARD
52: CONFERENCE COMMITTEE
53: EXPENSES
54: AUDITORS
55: MINUTES
56: THE COMPANY SEAL
57: ACCOUNTS
58, 59: NOTICES
60: INDEMNITY
61: RULES
62: INTERPRETATION
THE COMPANIES ACTS 1985 to 1989

PRIVATE COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL


MEMORANDUM OF ASSOCIATION CONFERENCE OF SOCIALIST ECONOMISTS


COMPANY NAME
1. The Company's name is "CONFERENCE OF SOCIALIST ECONOMISTS".

COUNTRY OF SITUATION
2. The Company's registered office is to be situated in England and Wales.

OBJECTS AND POWERS
3. (1) The objects of the Company are:-
(a) To foster the materialist critique of capitalism in the Marxist tradition within the labour movement and other movements of liberation such as the anti-racist, peace and women's movements.
(b) To pursue the aims set out in paragraph (a) above through non-sectarian debate and discussion, especially (though not exclusively) by means of conferences, the publication of a journal and other publications and by encouraging, helping to organise and participating in meetings and other activities by local and thematic groups.
(2) In order to achieve any of the objects listed above the Company may:
(a) raise funds by any means, including raising subscriptions from members, obtaining donations and grants from any persons or organisations and the holding of money-raising events of any kind;
(b) open and operate one or more bank accounts;
(c) borrow money on such terms and giving such security (if any) as the Executive Committee think fit; and for these purposes the Company may execute any type of mortgage, charge, debenture or security over the Company's property;
(d) lend money and give credit to any person, company or organisation on such terms and on such security (if any) as the Executive Committee think fit;
(e) invest any of the Company's money that is not immediately required in such investments, securities or property as the Executive Committee think fit (but subject to any conditions or consents that may be imposed by law);
(f) acquire any land or buildings (whether freehold, leasehold or on licence) and any rights over or connected with any property; construct, maintain, improve, develop and alter any such land or buildings; sell, grant leases or licences over, dispose of, mortgage or turn to account any such land or buildings;
(g) subject to clause 4 of this memorandum, employ full-time and part-time officers and employees and contract for services to be provided by any person, or organisation; and pay wages, salaries and fees for any services rendered to the Company and make reasonable provision for paying pensions, superannuation, sickness, redundancy and other benefits and make reasonable provision for the welfare of officers and employees and their relatives and dependants;
(h) engage solicitors, accountants and other professional advisers to advise and act for the Company and pay the fees and expenses of any such persons; pay the expenses of forming and registering the Company;
(i) join or co-operate with any other organisation having objects similar to or compatible with those of the Company, and support any such organisation (including by making grants or loans), provided that organisation is not formed or established for the purposes of profit and provided its constitution prohibits the distribution of its income and property to at least as great an extent as is imposed on the Company by this memorandum;
(j) do all such other things which are lawful and necessary or expedient for the promotion of the Company's objects.

NO DISTRIBUTION OF ASSETS
4. The Company's income and property may be used only for the promotion of its objects and no part of the income or property may be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise to any member or members of the Company, and no member of the Executive Committee or of the Editorial Board of the Company may be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Company.
Nothing in this clause shall prevent:
(a) the payment in good faith of reasonable and proper remuneration to any member, officer or employee of the Company who is not a member of the Executive Committee or of the Editorial Board of the Company) for any services rendered to the Company, or the reimbursement of reasonable and proper out-of-pocket expenses incurred by any such person;
(b) the payment in good faith of interest at a reasonable and proper rate on any money lent to the Company by any member, officer or employee, or by any person, company or organisation with which any member, officer or employee is connected;
(c) the payment in good faith of reasonable and proper rent for premises demised or let to the Company by any member, officer or employee, or by any person, company or organisation with which any member, officer or employee is connected;
(d) any proper payment made in good faith to another company in which a member of the Executive Committee or a member of the Editorial Board has an interest, provided s/he does not hold more than 1 per cent. of the capital of that other company, in which case the member of the Executive Committee shall not (only by reason of such interest) be bound to account for any share of the profits s/he may receive in respect of such payment;
(e) the reimbursement to any member of the Executive Committee or of the Editorial Board or the Conference Committee of any reasonable and proper actual out-of-pocket travelling or subsidence expenses incurred in attending any meeting of the Company or of any Committee of the Company or otherwise in connection with the Company's business.

LIMITED LIABILITY
5. The liability of the members is limited.

MEMBERS' GUARANTEE
6. Every member of the Company undertakes to contribute such amount as may be required (not exceeding œ1) to the Company's assets if it should be wound up while s/he is a member or within one year after s/he ceases to be a member, for payment of the Company's debts and liabilities contracted before s/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 themselves.

DISTRIBUTION OF ASSETS ON WINDING UP
7. If, when the Company is wound up or dissolved, there remains any property after all the debts and liabilities have been satisfied, then any such property may not be paid to or distributed among the members of the Company, but:
(a) the Company's collection of archives shall (so far as shall be practicable) be transferred to some organisation or institution as shall provide reasonable access to members of the public to such archives; and
(b) any property or assets other than the Company's archives shall be given or transferred to some other institution or institutions which have objects which are similar to the objects of the Company, and which prohibit the distribution of income or property to at least as great an extent as is imposed on the Company by clause 4 of this memorandum. In the case of both sub-clauses (a) and (b) above, the organisations or institutions concerned shall be determined by the members of the Company at or before the time of dissolution. If and so far as effect cannot be given to the above, then the property of the Company shall be given to some charitable object.
We, the subscribers to this memorandum of association, wish to be formed into a Company pursuant to this memorandum.
Names and addresses of subscribers


Dated
Witness to the above signatures
THE COMPANIES ACTS 1985 to 1989

PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL


ARTICLES OF ASSOCIATION OF CONFERENCE OF SOCIALIST ECONOMISTS


OBJECTS

1. The Company is established for the objects set out in the memorandum of association.

MEMBERS
2. (a) The subscribers to the memorandum are the first members of the Company.
(b) Membership is open to all persons, companies and organisations which support the objects of the Company.
(c) A person who wishes to become a member must deliver to the Company an application form containing such information as the Executive Committee require.
(d) Each member which is a Company or organisation shall appoint one individual to represent it and to vote on its behalf at general meetings. In the event of such individual resigning or otherwise leaving the organisation s/he will cease to be a representative of it.
(e) Each member organisation may remove and replace its representative from time to time and may appoint a deputy to attend any general meeting of the Company which its representative is unable to attend.

CLASSES OF MEMBERS
3. The Company may have different classes of members if the Company makes Rules to that effect. If Rules are made which create different classes of members, those Rules must set out the rights of the different classes.

RESIGNATION OF MEMBERS
4. A member may at any time resign from membership of the Company by giving written notice. Membership is not transferable to any other person or organisation.

SUBSCRIPTIONS
5. (a) The general meeting may make Rules for the payment of joining fees and/or subscriptions by members. The Rules may specify the amount of the fees or subscriptions, the method of payment and collection and all other arrangements. The Rules may be altered from time to time by the general meeting. If there are different classes of members, the Rules may specify that different amounts of fees or subscriptions and different arrangements for their collection apply to different classes.
(b) Every member must pay to the Company any fees or subscriptions which are payable under the Rules.
(c) If a member fails to pay a fee or subscription within three months after it became due s/he is then no longer a member of the Company. On payment of all arrears of fees or subscriptions which became due while s/he was a member s/he may (subject to any Rules of the Company) apply to be re-admitted as a member.

ANNUAL GENERAL MEETINGS
6. (a) The Executive Committee must call Annual general Meetings in accordance with these articles.
(b) The first Annual General Meeting must be held within eighteen months after the date of incorporation of the Company.
(c) In every calendar year after the year of the first Annual General Meeting, the Company must hold an Annual General Meeting and not more than fifteen months may elapse between the date of one Annual General Meeting and the date of the next.

BUSINESS OF ANNUAL GENERAL MEETINGS
7. (a) The usual business of an Annual General Meeting is:
(i) the consideration of the accounts, balance sheets, reports of the Executive Committee and, if the Company has auditors, the auditors;
(ii) the election of members of the Executive Committee in place of those, if any, who are retiring; and
(iii) unless the Company is exempt from any legal requirement to have auditors, the appointment of auditors and the fixing of their remuneration (if any).
(iv) any other business included in the notice calling the meeting.

EXTRAORDINARY GENERAL MEETINGS
8. (a) All general meetings other than Annual General Meetings are called Extraordinary General Meetings.
(b) The Executive Committee may call Extraordinary General Meetings whenever they think fit.

MEMBERS' RIGHT TO REQUISITION MEETINGS
9. (a) The Executive Committee must convene an Extraordinary General Meeting if one is requisitioned by members, that is if a meeting is requested in writing by not less than 5 per cent of the voting members at the date of the requisition.
(b) The requisition must state the purpose of the meeting and must be signed by the members serving the requisition. It must be deposited at the registered office.
(c) The Executive Committee must within 21 days after such a requisition being served, give notice of an Extraordinary General Meeting. The date of the meeting must be not more than four weeks after the date of the notice.
(d) If the Executive Committee do not call a meeting within 21 days after one has been requisitioned, one-half or more of the members who requisitioned it may themselves call the meeting. A meeting called in this way must be held within three months after the period of 21 days mentioned above has elapsed. Any reasonable expenses incurred by those calling a meeting because the Executive Committee have failed to do so shall be repaid to them by the Company.

NOTICE OF GENERAL MEETINGS
10. Subject to the Act,
(i) Not less than 21 clear days' notice is required to call an Annual General Meeting or an Extraordinary General Meeting called for the passing of a special resolution or a resolution appointing a person as a member of the Executive Committee;
(ii) Not less than 14 clear days' notice is required to call any other Extraordinary General Meeting.
11. (a) A notice calling a general meeting must be in writing and must specify the date, time and place of the meeting, the general nature of the business to be transacted and whether the meeting is an Annual General Meeting or an Extraordinary General Meeting.
(b) If any special or extraordinary resolution is to be proposed, the exact wording of that resolution must be stated in the notice.
(c) The notice must be given to all the members who are entitled to attend the meeting and to the members of the Executive Committee and the auditors. The notice may be given to a member personally or by sending it by post to the member at her/his address as shown in the register of members or by delivering it by hand to that address. A notice sent by post is deemed to have been delivered forty-eight hours after it was posted, unless this is proved not to be the case.
(d) Proof that an envelope containing the notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given.
(e) A member who attends a meeting is deemed to have received notice of the meeting and of the purposes for which it was called.
12. The accidental omission to give notice of a meeting to any person entitled to receive notice, or the fact that any such person has not received the notice, does not invalidate the proceedings at that meeting.

QUORUM AT GENERAL MEETINGS
13. (a) No business may be transacted at any general meeting unless a quorum is present. The quorum is ten persons who are entitled to attend and vote.
(b) The persons who are entitled to attend and vote are:
(i) any member who has voting rights;
(ii) any representative of a corporate member.
14. If a quorum is not present within half an hour after the time for the start of the meeting, or if during a meeting a quorum ceases to be present, the meeting must be adjourned to such reasonable time and place as the Executive Committee decide.

CHAIRING THE MEETING
15. The Chairperson of the Executive Committee shall chair any general meeting at which s/he is present. If the Company does not have a Chairperson, or the Chairperson is absent, then the Executive Committee shall nominate a member of the Executive Committee to chair the meeting. If no member of the Executive Committee is present within fifteen minutes after the time for the start of the meeting, or if no member of the Executive Committee is willing to act, the members present shall elect one of their number to chair the meeting.

ADJOURNMENT
16. A general meeting may be adjourned by an ordinary resolution. No business may be transacted at an adjourned meeting except business which might properly have been transacted at the original meeting. If a meeting is adjourned for fourteen days or more, at least seven days' notice of the adjourned meeting must be given. Otherwise no notice of an adjourned meeting need be given. Notice of an adjourned meeting must be given in the same manner and contain the same information as the notice of any other general meeting.

VOTING
17. (a) A resolution put to the vote of meeting shall be decided on a show of hands unless a poll is duly demanded.
(b) A poll may be demanded by the chairperson or by any two voting members. The demand for a poll must be made not later than the declaration of the result of the vote on a show of hands.
(c) If a poll is demanded, it must be taken in accordance with any Rules made by the Company in accordance with these articles or, if there are no Rules which apply, in such manner as the chairperson directs.
18. A poll demanded on the election of a chairperson or on a question of adjournment must be taken straight away. A poll demanded on any other question must be taken either straight away or at such time and place as the chairperson directs, provided this is not more than thirty days after the poll is demanded.
19. No notice need be given of a poll not taken straight away if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven days' notice must be given specifying the time and place at which the poll is to be taken.

CHAIRPERSON'S CASTING VOTE
20. If equal numbers of votes are cast for and against an ordinary resolution the chairperson is entitled to a second or casting vote in addition to any other vote s/he may have.

WRITTEN RESOLUTIONS
21. A resolution in writing signed by all the members who are entitled to attend the general meeting and vote on the resolution is as valid and effective as if it had been passed at a general meeting. Such a written resolution may consist of several identical papers each signed by one or more members.

VOTING RIGHTS
22. Every member of the Company has one vote on any resolution at a general meeting.
23. No objection as to the qualification of any voter may be raised except at the meeting at which that vote is tendered. The chairperson's decision as to any objection is final.

EXECUTIVE COMMITTEE
24. Unless otherwise determined by the general meeting, the number of members of the Executive Committee shall be not less than three and not more than twelve, plus a member of the Executive Committee who is appointed by the Editorial Committee.

APPOINTMENT AND RETIREMENT OF EXECUTIVE COMMITTEE
Annual Retirement and Appointment
25. (a) At every Annual General Meeting each member of the Executive Committee (except the member of the Executive Committee who is appointed by the Editorial Committee) who has served two consecutive years in office must retire.
(c) A member of the Executive Committee who retires at an Annual General Meeting may be reappointed if s/he is willing to act. If s/he is not reappointed, s/he remains in office until the end of the meeting.
(d) If the Company does not fill any vacancy made by a person retiring in accordance with this article, the person retiring, if willing to act, is deemed to have been reappointed unless the meeting resolves not to fill the vacancy or a resolution for the reappointment of the member of the Executive Committee is put to the meeting and lost.Appointment by General Meeting
26. Subject to the paragraphs below, the Company may by ordinary resolution appoint a person who is willing to act to be a member of the Executive Committee either to fill a vacancy or as an additional member of the Executive Committee.
27. No person may be appointed or reappointed a member of the Executive Committee at any general meeting unless:
(a) s/he is recommended by the Executive Committee; or
(b) not less than fourteen clear days before the date of the meeting a written nomination signed by a voting member and a notice in writing signed by the proposed member of the Executive Committee has been given to the Company.
28. Not less than seven clear days before the date of the meeting notice must be given to all who are entitled to notice of the meeting of every person who is recommended by the Executive Committee or nominated in accordance with the above provisions for appointment or reappointment as a member of the Executive Committee at the meeting.Co-option by the Executive Committee
29. The Executive Committee may appoint a person who is willing to act to be a member of the Executive Committee, either to fill a vacancy or as an additional member of the Executive Committee, provided that the appointment does not cause the number of members of the Executive Committee to exceed the maximum number of Executive Committee. A member of the Executive Committee so appointed may hold office only until the next Annual General Meeting. If not reappointed at that Annual General Meeting, s/he ceases to be a member of the Executive Committee at the end of the meeting.

DISQUALIFICATION AND REMOVAL OF EXECUTIVE COMMITTEE MEMBERS
30. The Company may by ordinary resolution remove any member of the Executive Committee before the expiration of her/his period of office.
31. A person ceases to be a member of the Executive Committee if:
(a) s/he ceases to be a member of the Executive Committee by virtue of any provision of the Companies Act or becomes prohibited by law from being a director of a company; or
(b) s/he becomes bankrupt or makes any arrangement or composition with her/his creditors generally; or
(c) s/he resigns by notice to the Company; or
(d) s/he has been absent from meetings of the Executive Committee for more than six consecutive months and the Executive Committee resolve that s/he ceases to be a member of the Executive Committee.

POWERS OF EXECUTIVE COMMITTEE
32. (a) The business of the Company shall be managed by the Executive Committee who may exercise all the powers of the Company, subject only to the provisions of the Companies Act, the memorandum and articles, to any Rules made in accordance with these articles and to any directions given by the general meeting.
(b) No alteration of the memorandum or articles and no Rule or direction shall invalidate any prior act of the Executive Committee which would have been valid if that alteration or Rule had not been made or that direction had not been given.

DELEGATION OF POWERS
33. The Executive Committee may delegate to any one or more of its members or to any sub-committee the transaction of any business or the performance of any act required to be transacted or performed.

APPOINTMENT OF MANAGERS AND AGENTS
34. (a) The Executive Committee may appoint managers and other employees and decide on their powers, duties and terms of service, provided that no member of the Executive Committee may be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Company.
(b) The Executive Committee may appoint any person to be the agent of the Company for any purpose and subject to any conditions imposed by them. The delegation may be in writing or by power of attorney. The delegation may permit the agent to delegate all or any of her/his powers.

MEETINGS OF THE EXECUTIVE COMMITTEE
35. (a) Subject to the provisions of the articles and any Rules, the Executive Committee may regulate their meetings and procedures as they think fit. Calling Meetings
36. Any member of the Executive Committee may call a meeting of the Executive Committee. The Secretary must call a meeting to be held within four weeks, if so requested by any member of the Executive Committee.Voting
37. Questions arising at a 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. Quorum
38. No business may be transacted at a meeting of the Executive Committee unless a quorum is present. The quorum is one-half of the members of the Executive Committee.
39. If at any time the number of members of the Executive Committee is less than the minimum number, the continuing members of the Executive Committee may continue to act, but if the number of members of the Executive Committee is less than the number fixed as the quorum, the continuing members of the Executive Committee (even if there is only one) may act for the purpose of filling vacancies or of calling a general meeting, but for no other purpose.Chairperson
40. The Executive Committee may appoint one of their number to be Chairperson of the Executive Committee and may at any time replace her/him with another member of the Executive Committee.
41. The Chairperson presides at every meeting of Executive Committee at which s/he is present. If s/he is not present within five minutes after the time for the start of the meeting, the members of the Executive Committee present may appoint one of their number to chair the meeting.

SECRETARY
42. The Executive Committee must appoint a member of the Executive Committee to act as secretary to hold office for such term and with such duties as they think fit. Any secretary so appointed may be removed by them.

TREASURER
43. The Executive Committee must appoint a member of the Executive Committee to act as treasurer to hold office for such term and with such duties as they think fit. Any secretary so appointed may be removed by them.

VALIDITY OF EXECUTIVE COMMITTEE ACTS
44. All acts done by a meeting of the Executive Committee, or of a committee of the Executive Committee, or by a person acting as a member of the Executive Committee shall, notwithstanding that it is later discovered that there was a defect in the appointment of any member of the Executive Committee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a member of the Executive Committee and had been entitled to vote.

WRITTEN RESOLUTIONS
45. A resolution in writing signed by all the members of the Executive Committee entitled to receive notice of a meeting of the Executive Committee is as valid and effectual as if it had been passed at a meeting duly convened and held and may consist of several identical documents each signed by one or more members of the Executive Committee.

CONFLICTS OF INTEREST
46. (a) A member of the Executive Committee may not vote at a meeting of the Executive Committee or of a committee of
the Executive Committee on any resolution concerning a matter in which s/he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company, and if s/he does vote her/his vote must not be counted.
(b) For the purposes of this article, an interest of a person who is, for any purpose of the Companies Act connected with a member of the Executive Committee shall be treated as an interest of the member of the Executive Committee.
47. A member of the Executive Committee must not be counted in the quorum present at a meeting in relation to a resolution on which s/he is not entitled to vote.
48. If a question arises at a meeting of the Executive Committee or of a committee of the Executive Committee as to the right of a member of the Executive Committee to vote, the chairperson's decision is final.

EDITORIAL BOARD
Appointment by Annual General Meeting
49. Unless otherwise determined by the general meeting, the number of members of the Editorial Board shall be not less than five and not more than sixteen. At every Annual General Meeting each member of the Editorial Board who has served three consecutive years in office must retire. A member of the Editorial Board who retires at an Annual General Meeting in accordance with this provision may be reappointed if s/he is willing to act, provided that no member of the Editorial Board who has served for six consecutive years may be a member of the Editorial Board until three years have elapsed from the date of her/his retirement. A member of the Editorial Board who retires and is not reappointed, remains in office until the end of the Annual General Meeting.
Co-option by the Editorial Board
50. The Editorial Board may appoint a person who is willing to act (including a former member of the Editorial Board who is ineligible to be re-elected under the previous article (above) to be a member of the Editorial Board, either to fill a vacancy or as an additional member, provided that the appointment does not cause the number of members of the Editorial Board to exceed the maximum number of members permitted under these articles. A member of the Editorial Board so appointed may hold office only until the next Annual General Meeting. If not reappointed at that Annual General Meeting, s/he ceases to be a member of the Editorial Board at the end of the meeting.Appointment, procedures and powers
51. (a) The Editorial Board shall be appointed and its proceedings shall be conducted in accordance with articles 27 and 28, 33, 35 to 41 and 44 to 48 (inclusive) hereof and all such articles shall apply to the Editorial Board as if in such articles the words 'Editorial Board' were substituted for the words 'Executive Committee', provided that when electing members to the Editorial Board the members of the Company shall have regard to achieving a gender balance.
(b) The powers of the Editorial Board are to edit the content of the Journal in such a way as to further the aims and objectives of the Company, provided that:
(i) the Editorial Board shall not commit the Company to expenditure which exceeds such sums as shall be authorised by the Executive Committee; and
(ii). The powers of the Editorial Board shall be exercised subject to such Rules as are made in accordance with these articles.
(c) The Editorial Board shall appoint one of its number to be a member of the Executive Committee.

CONFERENCE COMMITTEE
52. The Company shall from time to time establish a Conference Committee the composition, functions and proceedings of which shall be the subject of Rules made in accordance with these articles.

EXPENSES
53. The Company may reimburse any member of the Executive Committee or of the Editorial Committee or the Conference Committee any reasonable and proper actual out-of-pocket travelling or subsistence expenses incurred in attending any meeting of the Company or of any Committee of the Company or otherwise in connection with the Company's business provided that, except in an emergency all such expenses must be approved by the Executive Committee.

AUDITORS
54. The Executive Committee must ensure that the Company complies with the requirements of the Companies Act and any other statutory provision which applies to the Company with regard to the appointment of auditors and all provisions relating to the auditors' functions in relation to the Company.

MINUTES
55. The Executive Committee must ensure that minutes are made:
(a) of all appointments of members of the Executive Committee and Officers; and
(b) of all general meetings and meetings of the Executive Committee, the Editorial Committee and the Conference Committee, including the names of those present.

THE COMPANY SEAL
56. The Executive Committee may decide from time to time whether the Company shall have a seal. If the Company has a seal it may be used only with the authority of the Executive Committee. The Executive Committee must decide who is to sign any document issued under seal. Unless the Executive Committee decide otherwise a document issued under seal must be signed by a member of the Executive Committee and by the secretary or by any two members of the Executive Committee.

ACCOUNTS
57. The Company must keep such accounting records as are required by the Companies Act and any other statutory provisions which affect the Company. No member (as such) has any right to inspect any accounting records or other book or document of the Company except as conferred by statute or authorised by the Executive Committee or by ordinary resolution of the general meeting.

NOTICES
58. Any notice required by these articles to be given to or by any person (other than a notice calling a meeting of the Executive Committee) must be in writing.
59. The Company may give any notice to a member in the manner specified in these articles for notices of general meetings.

INDEMNITY
60. Subject to the provisions of the Act, every member of the Executive Committee, officer and auditor of the Company is to be indemnified out of the assets of the Company against any liability incurred by her/him in defending any proceedings (civil or criminal) in which judgment is given in her/his favour or in which s/he is acquitted or in connection with any application in which relief is granted to her/him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company. This provision applies without prejudice to any other indemnity to which a member of the Executive Committee may be entitled.
(b) The Company may purchase and maintain for any member of the Executive Committee, officer or auditor of the Company, insurance against any such liability as is referred to in section 310 (1) of the Act.

RULES
61. (a) The general meeting may from time to time make Rules for the proper conduct and management of the Company and all other matters which may properly be made the subject of such Rules.
(b) Without prejudice to the generality of the above, the Rules may prescribe different classes of membership, and the rights, privileges and obligations of such classes, and may include Rules for the conduct of members, the use of the Company's assets and facilities, the procedures at general meetings and meetings of the members of the Executive Committee, the powers and proceedings of the Editorial Committee and the Conference Committee and the admission, suspension, expulsion and general regulation of members.
(c) No Rule shall be inconsistent with the memorandum or articles of the Company or any provision of law.

INTERPRETATION
62. In these regulations-
"the Companies Act" means the Companies Act 1985 including any statutory amendment or re-enactment of it when in force.
"the articles" means these articles of association of the Company.
"clear days" in relation to the period of a notice means that period excluding the day when the notice is given (or deemed to be given) and the day for which it is given or on which it is to take effect.
"executed" includes any mode of execution.
"office" means the registered office of the Company.
"Rules" means any Rules made by the general meeting in accordance with these articles.
"the seal" means the common seal of the Company.
"secretary" means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
"the United Kingdom" means Great Britain and Northern Ireland.
Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Companies Act but excluding any statutory modification thereof not in force when these regulations became binding on the Company.

Names and addresses of subscribers


Dated:
Witness to the above signatures:-

 

RULES OF PROCEDURE

Election and duties of Committees

1 Elections shall be held at the AGM of all CSE committees and any other office holders.
There shall normally be ten members of the Editorial Committee, chosen so as to have regard for gender balance. Members shall normally be elected for three years. Each year the Editorial Committee will propose to the AGM how many new members it is seeking.

There shall be a quorum of seven functioning members on the Editorial Committee. In the event that the number of functioning members falls below seven, the committee will co-opt, in consultation with the Executive Committee. Co-opted members will serve only until the following AGM when they may stand for election in the normal way.

Retiring members of the Editorial Committee will not normally be eligible for re-election until the third year after their resignation. This rule may be waived when a specific area of expertise is required by the Committee, in which case the member may be co-opted, the co-option to run until the next AGM.
There shall normally be eight members of the Executive Committee, chosen so as to have regard for the need for gender balance; members will normally be elected for two years, one half of the committee retiring each year.

The Executive Committee shall include a Treasurer, who shall be responsible for monitoring the financial position of the organisation and reporting on it to the Executive Committee and thence to the Conference.

2 The Editorial Committee shall nominate one member to act as liaison with the Executive.
The budget shall be decided by the Executive Committee at a meeting before the end of the calendar year, leaving enough time for its implementation for the next calendar year. The Budget shall be reviewed by the Executive Committee in the spring on the basis of which it shall prepare proposals for subscription rates and other charges for the AGM.

The AGM shall set the maximum subscription rates for the following two calendar years. The Budget shall provide for a reserve which shall normally be sufficient to produce two issues of the journal.

3 The Executive Committee shall be responsible for all aspects of administration of the organistion, including staffing the office, supervising and supporting the office worker/administrator, overseeing the subscription arrangements, encouraging and supporting local thematic groups, managing the assets and finances of the organisation, and liaising with the Editorial and Conference committees especially over advertising and budgeting.

The Executive Committee shall act on behalf of the organisation as employer and shall be responsible for following the best possible employment practices. It shall define and allocate tasks among its members to ensure these functions are fulfilled, and shall organise the AGM and any EGM that may be summoned. It shall prepare an annual report to the AGM, to include a financial and membership report.

4 The Editorial Committee is responsible for the production of Capital & Class, within the budget agreed by the Executive Committee, and shall have sole responsibility for the editorial policy and the contents of the journal, within the Constitution and the aims of the organisation.

5 The Conference Committee is responsible for organising the annual conference, and any associated meetings or activities. It shall be responsible for its own budget, although to the extent that it requires a float or subsidy from the general funds of the organisation its budget shall be agreed with the Executive Committee.

 

New activites and publications

6 Any Commitee or group of members may decide to produce a publication within the scope of the aims of the organisation.

Any new activity involving expenditure or a subvention by the organisation must be approved by a General Meeting or by the executive.

Any decision involving expenditure of more than £500 on a new activity must be taken at a meeting of at least three members of the Executive Committee including the Treasurer. Any decision involving expenditure of more than £2,000 on a new activity must be taken by a General Meeting.