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Constitution

BSR Constitution (2011)

1.
The Society (formerly known as The British Rheologists Club) shall be called The British Society of Rheology.

2.
(a) The objects of the Society shall be the promotion of scientific inquiry and the diffusion to the public of knowledge connected with the advancement of pure and applied rheology defined as the science of the deformation and flow of matter.

(b) In furtherance of the objects herein before defined the Society may:

(i) purchase or otherwise acquire or procure to be written and print copies, issue and circulate gratuitously or otherwise any reports of periodicals books pamphlets or other documents provided that any sums received from sales under this sub-section shall be applied solely for the charitable purposes of the Society;

(ii) arrange and provide for or join in arranging and providing for the holding of exhibitions meetings lectures and classes;

(iii) assess promote encourage undertake or organise research;

(iv) affiliate or become affiliated to any body having similar objects to those here before defined and acquire and undertake all or any part of the assets liabilities and engagements of any such body which the Society may lawfully acquire.

3.
(a) Any person interested in rheology shall be eligible to apply for membership of the Society but no application for group membership will be entertained.

(b) Application for membership of the Society shall be made in writing and supported in writing by a member of the Society, if possible, in a manner to be approved from time to time by Council (see 5 (a)). The Entrance Fee (see below) and first subscription shall be sent with the application for membership. Council shall consider any such application and if a majority of Council members present at a meeting approve the application, then notice shall be given to the applicant of his election. The applicant shall then be enrolled as a member and be entitled to all the benefits and privileges of membership, and shall be bound by these rules

(c) If an applicant elected as aforesaid shall not have paid his subscription within one month of being notified of his election then Council may at its absolute discretion declare the election of such applicant to be void.

(d) Council shall have power to elect to honorary membership any person who has attained distinction through scientific attainment or by reason of service to the Society. A member retiring from employment, normally after more than 20 years membership, is eligible, at the discretion of Council, to become an honorary member.

(e) Any member may resign his membership by giving to the Membership Secretary notice in writing to that effect. Every such notice shall, unless otherwise expressed, be deemed to take effect as from 1^st January next following receipt thereof and the member shall cease to be a member from that date.

(f) Council may if at any time it shall be of the opinion that the interests of the Society so require by letter invite any member to resign from the Society within a time specified in such letter. Notwithstanding the provisions of the preceding sub-clauses hereof the resignation of a member so resigning shall be deemed to take effect immediately it is received. If the member does not resign within the time specified then Council shall consider his expulsion. The member shall be given an opportunity to offer an explanation of his conduct verbally or in writing and if thereupon Council shall by a two-thirds majority of those present and voting decide to expel him he shall thereupon cease to be a member of the Society.

(g) Any person shall upon ceasing to be a member of the Society forfeit all right to and claim upon the Society and its property and funds.

4.
(a) An Entrance Fee of £5 shall be paid by anyone applying for membership.

(b) An annual subscription of such amount as the Annual General Meeting may decide shall be paid by each member.

(c) All subscriptions for a given calendar year (except the first subscription of a new member as provided by rule 3) shall be payable on the first day of the previous October.

(d) If the subscription of any member shall be three months in arrears, notice shall be sent to him calling his attention thereto and if he does not pay the amount within 21 days of such notice the Society may forthwith cease to send him any of the Society's publications. If the annual subscription of a member shall still be unpaid at the expiration of 12 months from the date it was due, then a further notice shall be sent calling his attention thereto and if the subscription be not paid within one month of the posting of such further notice then he shall be removed from the list of members. Any person who ceases to be a member under this rule may be re-elected to membership, but only after re-application and payment of a further Entrance Fee.

5.
(a) The affairs of the Society shall be managed by a Council of 12 members which shall include the President and five executive officers of the Society, namely a Secretary, a Treasurer, a Membership Secretary, an Editor (Abstracts), an Editor (Bulletin). The members of Council are deemed to be "Trustees" as defined by The Charities Act 1993 and shall manage the affairs of the Society in accordance with the requirements of that Act.

(b) A President shall be elected at an Annual General Meeting to serve in that office for two years and all other members of Council shall be elected at each Annual General Meeting to serve for one year. Candidates for the Presidency or for any executive office or as ordinary membership of Council may be proposed and seconded (i) by two members of the Society giving the Secretary written notice at least three days before the Annual General Meeting or (ii) by two members verbally at the Annual General Meeting before the election takes place. Any member of the Society shall be eligible to be elected as President or as an officer or as an ordinary member of Council, and any officer or Council member shall be eligible for re-election except that
(i) a member shall not be eligible to fill the office of President for more than two years successively
(ii) a member shall not normally be eligible to fill the same office for more than four years successively: in the exceptional situation that no nomination for a particular office has been received by the AGM a member may continue in the same office for a fifth year and
(iii) a member shall not be eligible to serve on Council for more than four years successively without filling an executive office.
The election of the President, the executive officers and the other members of Council shall be by those present at the Annual General Meeting and in the event of a contested election shall be by each member of the Society present having one vote for each position to be filled. The vacancies on Council shall be filled by the candidates up to the number of vacancies who shall receive most votes and they shall be declared elected. If two or more candidates receive an equal number of votes either for an office or for a vacancy on Council the election to such office or vacancy shall be decided by drawing lots.

(c) Council shall have power to appoint any member of the Society to fill any casual vacancy among the executive or on the Council until the next Annual General Meeting. Any member so appointed shall retire at the next Annual General Meeting but shall be eligible for election at that meeting.

(d) At the end of the two-year term of office, the outgoing President automatically assumes the role of Immediate Past President for a further two years. The Immediate Past President may attend Council meetings and advise Council, but ceases to be a Trustee and does not have voting rights.

6.
The accounts of the Society shall be subjected to financial scrutiny in accordance with the requirements of The Charities Act 1993.

7.
(a) Council shall meet at least three times during the year. Four members of Council shall form a quorum except that a quorum of eight members of Council shall be required when Council is considering the expulsion of a member who has not resigned at Council's request. Council shall elect each year a Chairman from among its own members (excluding the President) who may take the chair if the President is absent or does not wish to do so. In the event of an equality of votes the Chairman of the meeting shall have a second or casting vote.

(b) The Annual General Meeting of the Society shall be held in the Spring of each year upon a date and at a time to be fixed by Council. The business at such meeting shall include the following:

(i) the election of officers and other members of Council;

(ii) to receive a report and accounts from Council;

(iii) to deal with any resolution or special matter which Council desire to bring before the members or any member wishes to raise and receive suggestions from the members for consideration by Council.

Notice convening the annual General Meeting shall be sent to the members not less than three weeks before the meeting. The notice shall specify any proposed change in the rules and where possible it shall also specify the other matters to be dealt with provided that nothing in this rule shall prevent matters (other than a change in the rules the winding up of Society or the severance of the Society's connection with a Branch) from being considered by the Annual General Meeting solely because notice of such matters has not been circulated to the members. This notice shall normally be by email to members with the same information being displayed on the Society's website, but individual members may request a paper version of notices by writing to the Secretary.

(c) At the request of four members of Council or of twenty members of the Society, the Secretary shall call an Extraordinary General Meeting within two months of receiving such request. Such an Extraordinary General Meeting shall have the full authority of an Annual General Meeting to consider only the business for which the meeting was called. Notice convening an Extraordinary General Meeting shall be sent to all the members not less than ten days before the meeting and shall specify the matters to be dealt with.

(d) The quorum at all General Meetings shall be 20 or 8% of the total membership of the Society whichever shall be the less, including votes cast by post on any resolutions which have been formally notified to members by means of the notice referred to in clause 7(b). Postal votes will only be valid if they have been received by the Secretary before noon seven days before the date of the General Meeting in the form of a voting slip signed by the member. In the following the word "voting" is taken to mean both "voting in person" and "voting by post, fax or electronic mail". All decisions at General Meetings shall be made by a simple majority of the members voting except that a change in the rules shall require a two-thirds majority of the members voting provided that the members voting in favour of such a change must number at least 20 or 8% of the total membership of the society whichever shall be the less.

(e) The President shall take the Chair at Annual and Extraordinary General Meetings of the Society and at meetings of Council. If the President is absent or does not wish to take the Chair at any of these meetings then the Chairman of Council or failing him, another member elected at any such meeting shall take the chair.

8.
(a) Council shall manage the funds and affairs of the Society in accordance with the requirements of the Charities Act 1993 and shall do all such acts as may appear to them necessary or desirable for carrying into effect the objects and views of the Society.

(b) Council may engage remunerate and dismiss any servants as may be deemed necessary or expedient.

(c) Council may appoint any sub-Committee which it may think necessary or expedient for carrying out its business. Any number not exceeding one-third of the members of any sub-Committee may be persons who are not members of Council. Council may delegate any of its powers to a sub-Committee and may give general or particular directions as to the exercise of such powers to which directions the sub-Committee shall conform. Council may at any time add any member to or remove any member from any sub-Committee but need not in any such case assign a reason for such action.

(d) Subject to the provisions of this constitution, Council may regulate its own procedure.

(e) The Secretary shall be responsible for the general conduct of the Society's correspondence and other day to day business. He shall prepare the Agenda for each meeting of the Society and of Council and shall give notice of meetings and invite nominations for any elections on the Agenda. He shall take the minutes at all meetings of the Society and at meetings of Council and enter them in a Minute Book.

(f) The Membership Secretary shall be responsible for all matters relating to membership of the Society, other than the receipt of subscriptions.

(g) The Treasurer shall receive all sums of money due to the Society transact all its pecuniary affairs and keep a proper account of receipts and payments. The financial year of the Society shall end on June 30th.

(h) The Editor (Abstracts) shall be responsible for the preparation and circulation of the Society's publication entitled Rheology Abstracts and the Editor (Bulletin) shall be responsible for the preparation and circulation of the Society's Bulletin.

(i) Council shall present to each Annual General Meeting a written report and accounts of the Society for the preceding year.

9.
(a) Non-members may be admitted to any of the Society's Conferences at the discretion of Council. Council shall have the power to charge a fee for such admission if it considers this desirable.

(b) Representatives of the Society on other bodies or at Conferences of other organisations shall be elected from among the members of the Society by Council.

10.
(a) A Branch of the Society may be formed in any area outside the United Kingdom subject to the approval of Council. The activities of a Branch shall be governed by the rules of the Society and by the rules of the Branch.

(b) The rules of a Branch shall be approved by Council. Such rules shall provide for the election of a Chairman, Secretary, Treasurer, and Committee and when the rules have been approved the officers and the Committee shall be elected and the Branch shall commence to function.

(c) The Committee of a Branch of the Society shall be subject to any directions given to it by council but so that neither Council nor the members of the Society (other than members of the Branch) shall be responsible for any action taken by the Branch Committee.

(d) An application for membership of the Branch shall if approved by the Branch Committee in accordance with the rules of the Branch be treated also as an application for membership of the Society and shall be sent to the Membership Secretary of the Society for consideration in the normal way by the Council. If the applicant is elected to membership of the Society he shall be given notice of his election and shall be requested to pay his first subscription in accordance with the next following rule to the Treasurer of the Branch. Upon payment of his subscription he shall be enrolled as a member of the Society and of the Branch and be entitled to all the privileges of membership of the Society and the Branch and shall be bound by these rules and by the rules of the Branch.

(e) The subscription payable by the Branch Member shall be decided from time to time by the Branch Committee and shall be due on the first day of January in each year; a Branch Member shall not be called upon to pay any subscription in respect of his membership of the Society apart from his Branch subscription. Part of the subscription of each Branch Member shall be sent with a list of names of paid up Branch Members to the Treasurer of the Society before the last day of March of each year. This part of the subscription shall be decided from time to time by Council.

(f) The Council may sever any connection between itself and a Branch if such severance is supported by two-thirds majority of the members present at a General Meeting of the Society. The Branch shall be notified forthwith of any such decision and shall thereupon cease to be a Branch of the Society but the members of the Branch may at the discretion of Council remain members of the Society.

11.
(a) The Society shall not be liable for any damage or loss to the persons or the property of members howsoever caused whether the Society has been negligent or not. Provided nevertheless that Council may in its absolute discretion make an ex gratia payment out of the Society's funds in respect of any such damage or loss if it thinks that such a payment is appropriate.

(b) Every member of the Society shall from time to time communicate to the Membership Secretary his address and all notices posted to such address shall be considered as having been given on the day following the date of posting.

12.
These rules may be added to repealed or amended by resolution at any Annual or Extraordinary General Meeting provided that no such resolution shall be deemed to have been passed unless:

(a) it be carried by a majority of at least two thirds of the members voting thereon; and

(b) the votes in support of the change number at least 20 or 8% of the total membership of the Society, whichever is the less. In this clause "voting" has the meaning defined in clause 7(d).

13.
A resolution for the dissolution of the Society may be proposed at any General Meeting where at least four weeks' notice has been given to the members of the intention to propose such a resolution. If the resolution for the dissolution of the Society shall be passed at such a General Meeting by a majority of two thirds of the members voting thereon (including postal votes) and the members voting in favour of the resolution number at least 20 or 8% of the total membership of the Society whichever is the less Council shall thereupon or at such future date as shall be specified in such resolution, proceed to realise the property of the Society and after the discharge of all liabilities shall apply the same for charitable purposes approved by the Secretary of State for Education and Science and upon the completion of such application the Society shall be dissolved.

14.
Council shall be the sole authority for the interpretation of these rules and the decision of Council upon any question of interpretation or upon any matter affecting the Society and not provided for by these rules shall be final and binding on the members.

Footnotes:

1. Last amended April 2011.
2. The Society was registered as a charity in September 1966.