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.