CONSTITUTION OF THE SOCIETY FOR THE HISTORY OF ALCHEMY AND CHEMISTRY (313777)
Approved at SHAC’s AGM on 27.11.2020 to enable SHAC CIO 1190304 to become sole corporate member of SHAC 313777
NAME
- The name of the Society shall be The Society for the History of Alchemy and Chemistry.
OBJECTS
- The objects of the Society shall be the scholarly study of all aspects of the history of the chemical sciences (including alchemy), the holding of meetings for the presentation and discussion of scholarly papers, either on its own or in conjunction with other learned societies, and the publication of relevant material, especially in the Journal of the Society, currently called Ambix.
- The Society shall be a registered as a Charity.
MEMBERSHIP
- (i) Any person desirous of furthering the stated objects of the Society shall be admitted to membership upon payment of the requisite subscription. Payment of such subscription shall entitle the Member to receive the current volume of the Journal.
(ii) Access to a copy of the Constitution shall be provided to each Member on joining the Society or as soon as possible thereafter, and all Members shall be deemed to have subscribed to it.
(iii) In the event of a member’s subscription being in arrears for six months his or her name shall be removed from the list of Members. While a subscription is unpaid, a member shall cease to be entitled to receive the journal. If a member re-joins, he/she may be required to pay such past subscriptions as cover copies of the Journal he/she has received without entitlement.
(iv) A Member may resign in writing but no subscriptions paid shall be refundable.
4A. The membership may pass a resolution to appoint the Society for the History of Alchemy and Chemistry (a charitable incorporated organisation with charity number 1190304) (the “CIO”) as sole corporate member of the Society, in which case clauses 4(i) to (iv) shall no longer apply.
MANAGEMENT
- (i) The management of the Society shall be in the hands of a Council consisting of not fewer than thirteen nor more than eighteen persons, who shall nominate from among themselves –
- a Chairman who shall be an Officer, and
- other Officers to perform the four roles of Hon. Secretary, Hon. Treasurer, Hon. Membership Secretary, and Hon. Editor of the Society’s Journal.
Each of the said four roles may be performed by a respective individual other Officer, but alternatively the roles may be combined and/or divided so as to be performed by, in total, no fewer than two individual other Officers and no more than eight.
(ii) At least two of the Members of Council shall be normally resident outside the United Kingdom. If there is no Member of Council who is a postgraduate student, the Chairman shall be entitled to appoint (and shall normally appoint) a postgraduate student to observe at Council. He may additionally invite other Members as he sees fit to observe at Council. Observers shall have no voting rights at Council.
(iii) The Members of Council of the Society, including the Officers, shall be elected for three years, at the end of which they may be re-elected, provided that no Officer shall be nominated to hold office for more than six years consecutively without the majority vote of the Council followed by approval at the Annual General Meeting. Council shall nominate any new Officers and new Ordinary Members of Council annually. At least one calendar month before the Annual General Meeting the Hon. Secretary will circulate Council’s proposed nominations to all Members of the Society and request any additional nominations prior to the Society’s Annual General Meeting at which formal approval of the nominations (when necessary by a vote) shall be sought. Any additional nominations must be received by the Hon. Secretary at least one week before the Annual General Meeting. All additional nominees must provide their agreement, in writing, that they are willing to stand for Council in advance of the Annual General Meeting.
(iv) The Council of the Society shall meet at least once a year, one such meeting taking place normally in the Summer months, for the conduct of business, which shall include reports on the affairs of the Society by Officers or other relevant persons. For a meeting of Council six shall be a quorum, and the Chairman shall have the casting vote at all meetings. A report of the Society’s activities through the year in question shall be provided to the Members at the Annual General Meeting of the Society.
(v) The Hon. Editor of the Society’s Journal shall propose an Editorial Board drawn from an international choice of scholars, at least half of whom must be Council Members. Non-Council Members of the Editorial Board need not be Members of the Society. Council shall ratify the composition of the Editorial Board.
(vi) The Council, with at least 10 Members of Council concurring at a meeting and/or in writing, may decide to remove any Member of Council or terminate the service of an Officer.
5A. In the event that the membership passes a resolution to appoint the CIO as sole corporate member under clause 4A, the CIO shall also be sole corporate trustee of the Society, and clauses 5(i) to (vi) and clause 6 shall no longer apply. The CIO shall carry out any applicable functions of the Council contained in this Constitution as sole corporate trustee by its governing board.
NOMINATION OF MEMBERS OF COUNCIL
- (i) Ordinary Members of Council and Officers may be nominated by Members of the Society. The Hon. Secretary shall invite such nominations at a suitable time prior to the Annual General Meeting of the Society held in each calendar year. All persons nominated must be Members of the Society and their written consent to nomination must have been obtained. If the number of nominations exceeds the number of vacancies as determined for the time being by the Council, the election shall take the form of a vote at the Annual General Meeting of the Society.
(ii) The Council shall have the power to fill casual vacancies in their number during the year which shall be proposed for ratification at the next Annual General Meeting.
FINANCE
- The Hon. Treasurer shall keep a proper record of all monies received and expended by him on behalf of the Society. A Statement of Account shall be made up as at 31 December in each year and shall be examined by an appropriately qualified individual appointed for the purpose by the Council. The Statement of Account, or when necessary a draft version of the Account, shall be presented to Council, and subsequently presented to the Members at the Annual General Meeting.
7A. In the event that the CIO is appointed as sole corporate member and trustee, clause 7 shall not apply and the CIO shall comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records and to the preparation of annual reports and returns.
DONATIONS
- The Council shall have authority to accept donations and bequests for use or disposal on behalf of and for the benefit of the Society.
ALTERATION OF CONSTITUTION
- The Council shall have the power to propose changes to the Constitution as it may deem fit. Such changes will be notified to the Membership at least one calendar month in advance of the Annual General Meeting where formal approval will be sought.
9A. In the event that the CIO is appointed as sole corporate member and trustee, clause 9 shall not apply and the CIO shall have power to amend the Constitution by a written resolution agreed as sole corporate member by its governing board.
DISSOLUTION OF THE SOCIETY
- If the Council decides that it is necessary or advisable to dissolve the Society, it shall call a meeting of all Members of the Society of which not less than one calendar month’s notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of both those present and voting, and those who have submitted a valid postal vote, the Council shall have power to realise any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the object of the Society as the Members of the Society may determine, or, if that cannot be done, shall be applied for some other charitable purpose. The Officers of the Society shall endeavour to ensure that the institution or institutions to which the assets are transferred shall apply such assets, in particular those deriving from legacies and donations, to the particular purposes and schemes to which they had been applied by the Society.
Approved at the AGM on 27.11.2020
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