Safety and Reliability Society Bylaws
OBJECTIVES AND BYLAWS
OF THE SAFETY AND
RELIABILITY SOCIETY
(FOUNDED SEPTEMBER 1980)
SECTION A - OBJECTIVES
The main objectives of the Society are:-
to establish professional and educational standards for safety and reliability engineers
to provide a central organisation dedicated to the stimulation and advancement of safety and reliability technology for the benefit of industry and the public
to provide an international forum for the exchange of information on safety and reliability engineering
to establish standard techniques and encourage consistency in their application
to encourage organisations and government departments to apply safety and reliability engineering techniques
to enhance the status of Society members
SECTION B - BYLAWS
1. DEFINITIONS
In the Bylaws the word or words in the list next following shall, unless the context otherwise requires, bear the meaning set under each respectively:
The Society
The Safety and Reliability Society, whose broad objectives are defined in Section A.
Member
The use of the term Member (with a capital M) shall refer to that class of Member as defined in Bylaw 2, but the use of the word member (with a small m) shall refer to all classes of membership, that is all persons or organisations who are on the Register of the Society.
The Council
The collective body of members duly elected or appointed and constituting the Council of the Society for the time being.
Branches
Branches are associations organised under rules and in locations approved by the Council for the general advancement of the Society's objectives.
Corporate Members
Corporate Members are those in the classes of Fellow and Member and Associate Member and those Honorary Fellows who were previously in the classes of Fellow and Member and Associate Member.
Non-Corporate Members
Non-Corporate Members are those in the classes of Companion, Associate and Student and those Honorary Fellows who were not previously in the classes of Fellow or Member or Associate Member.
Voters
Voters are defined as Corporate Members.
Notice
Notice includes a voting paper.
Registered Address
The address of a member which, for the time being appears on the Register of the Society.
Masculine Gender includes the Feminine unless the context precludes.
2. MEMBERSHIP OF THE SOCIETY
(A) Classes of Membership
There shall be eight classes of membership of the Society, which shall be termed respectively Fellow, Honorary Fellow, Companion, Member, Associate Member, Associate, Student and Affiliate.
(B) Fellows
Fellows shall comprise every person who is on the Register as a Fellow and every person elected or transferred into the class of Fellow.
Applications for Fellowship shall be proposed by a Fellow and supported by one other Fellow; in exceptional circumstances this requirement may, at the discretion of the Council, be relaxed. Every candidate for election into the class of Fellow shall be a member or possess the qualification necessary for membership and
(a) be at least 35 years of age
(b) have held a senior position in the Safety and Reliability field for at least five years.
(C) Honorary Fellows
The Council may elect as Honorary Fellows:
(a) Persons distinguished in the safety and reliability field, or
(b) Persons who have made a major contribution to the Society, or
(c) Persons who make a major contribution to the Society or the pursuit of its aims.
(D) Companions
Every candidate for election or transfer to class of Companions shall be a person who satisfies the Council that he occupies or has occupied a distinguished position in industry or in a profession with interests in common with Safety and Reliability or is so connected therewith that his admission as a Companion would be conducive to the interests of the Society.
(E) Members
Members shall comprise every person who is on the Register as a Member and every person elected or transferred into the class of Member.
Applicants for Membership shall be proposed by a Corporate member and supported by one other corporate member; in exceptional circumstances this requirement may, at the discretion of the Council be relaxed.
A candidate for election into the class of Member shall normally possess the following qualifications:
(a) He shall have attained the age of twenty-five, hold an honours degree in an appropriate subject or be registered as a Chartered Engineer or equivalent, and have three years relevant experience, or
(b) He shall meet the requirements of the Mature Candidate route to membership.
(F) Associate Members
Every candidate for election or transfer to the class of Associate Member shall satisfy the Council either
a) Satisfies the educational requirements for Member and is engaged in "Safety and Reliability" work.
The Bylaw pertaining to Member refers to an honours degree in an appropriate subject. This has been taken to infer a Bachelor's or MEng degree at a recognised University or other establishment of higher learning.
A degree not satisfying the above criteria may be "topped up" by a suitable post graduate qualification and each case will be reviewed by M&G.
A post graduate degree is not an acceptable qualification on its own. If accompanied by another qualification (eg HNC) a review will be required to decide if it satisfies the graduate route.
A qualification, meeting stage 1 registration with the Engineering Council, will be treated as a degree (eg EC Part II).
A Chartered Engineer (or Eur Ing) will be deemed to have satisfied the Society's academic requirements for Membership.
Or b) A qualification not satisfying the above criteria but acceptable to Council as described in the Membership and Grading Manual, together with 2 years relevant experience such as would be required for the class of Member.
(G) Associates
Every candidate for election or transfer to the class of Associate shall satisfy the Council
(a) that he is a least 21 years of age, and
(b) that he is of good education, and
(c) that his association with the Society will conduce the general advancement of safety and reliability.
(H) Students
Every candidate for election to the class of Student shall have attained the age of 17 years, and shall satisfy the Council
(a) that he is undergoing a regular course of further education approved by the Council, and
(b) that he intends to fulfil the requirements for admission to the class of Associate Member.
(I) Affiliates
In order to pursue the objects of the Society over the widest possible field the Society operates an Affiliate membership scheme for Corporate organisations such as registered companies, government departments, professional institutions and educational establishments. Admission to affiliated membership will be at the discretion of the Council. Affiliates may indicate their membership of the Society by using the phrase "Affiliate of The Safety and Reliability Society" and shall cease to use the phrase on resignation or termination of their membership.
(J) Termination of Membership
The Council reserves the right to terminate the membership of any member it considers ineligible for whatever reason.
(K) Resignation of Membership
Any member may resign his membership with effect from the 1st January in the year following receipt in writing by the Society of the notice of resignation.
(L) Code of Conduct for Members
All classes of membership are required to abide by the Code of Conduct appended to these Bylaws.
3. ELECTION OF MEMBERS
(A) General
No person shall be elected to membership of any class unless his election has been approved by the Council.
Applications for election shall be on a form approved by the Council.
(B) Notification of Membership
Every person duly elected a member or transferred between grades shall be so informed by letter. His membership or transfer will not be effective until he has paid the monies due. If such monies are not paid within three months of the date of election, the election may be declared void.
(C) Certificate of Election
Every person whose election has become effective in any class shall receive a Certificate of his election. The certificate remains the property of the Society and shall be returned on application by the Council or when the holder ceases to be a member of the Society.
(D) Abbreviated Titles
Honorary Fellows and Fellows, Companions, Members, Associate Members and Associates of the Society may use the following abbreviated forms to indicate the class of the Society to which they respectively belong: FSaRS, CSaRS, MSaRS, AMSaRS, ASaRS and shall cease to use an abbreviated title on resignation or termination of membership.
4. SUBSCRIPTIONS
The annual subscriptions, transfer and entrance fees payable by members shall be listed in Appendix A and subject to review at each Annual General Meeting.
All annual subscriptions shall be due on the first day of January for the year beginning. The subscription of any member shall be due on his election and shall be that appropriate to his class at the date of the election. Any member elected on or after the first day of July and before the thirtieth day of September in any year shall be liable for six months subscription to cover the unexpired portion of the year of election. The subscription of any member elected on or after the first day of October in any year shall cover both the unexpired part of the year of election and the following year. Any member transferred to another class of membership shall pay the full subscription for the current year of the class to which he is transferred, and the subscription he has already paid for the year shall be taken as part payment thereof. If transference shall take effect on or after the first day of July and before the thirtieth day of September of any year the member transferred shall pay half the difference between the subscription for the class he leaves and that for the class to which he has been transferred. If transference shall take effect on or after the first day of October of any year, the member transferred shall pay the full subscription for the class to which he has been transferred but this subscription shall cover both the unexpired part of the year of transfer and the year following.
Any member who fails to pay his subscription, without good cause, within six months of the renewal date shall cease to be a member.
5. THE COUNCIL
The overall conduct and the policy of the Society is vested in a Council.
(A) Composition of Council
The Council shall consist of:
President
Treasurer
Fifteen Corporate members at least four of whom
should be Fellows
One Non-Corporate member
The following Officers of the Council are elected or appointed as below
Chairman
Chairman-Elect
Treasurer
All Council members except the Chairman shall have the right to vote at Council meetings. In the event of a tie the Chairman shall have a casting vote.
(B) Elected Members of the Council
The fifteen Corporate Members and the one Non-corporate member of the Council shall be maintained and elected from among members of the Society and shall hold office for three years.
One third of the elected members of the Council shall retire at the conclusion of each Annual General Meeting. A retiring member shall be eligible for re-election.
A retiring member shall hold office until the conclusion of the Annual General Meeting at which he retires.
The office of a member of the Council shall be vacated if:
(a) the member, by notice in writing to the Society, resigns his office, or
(b) the member ceases to be a member of the Society, or
(c) without the consent of the Council the member holds an office of profit under the Society, or
(d) being interested in any contract with the Society the member fails to disclose the nature of his personal or significant material interest, or
(e) the member becomes bankrupt or makes any arrangement or composition with his creditors generally, or
(f) a Receiver of the member's assets is appointed by the Court of Protection, or
(g) three-quarters of the members present at a meeting of the Council, at which 21 days notice of the proposed resolution has been given, vote for removal of the member from office, or
(h) the member absents himself from Meetings without reasonable excuse for a period of six months, or
(i) the member breaches privileged information without the authority of the Council.
In the event of death, disqualification or resignation from the Council, the vacancy shall be filled by the Council, and the member so co-opted shall hold office for the remainder of the term of office of the member he has replaced.
(C) The President
The President of the Society shall be elected by the Council for a term not exceeding three years. He may represent the Society as required by Council and may take the Chair if requested by the Council.
(D) The Chairman
The Chairman shall be elected by the Council from among the fifteen elected Corporate members at the Council meeting prior to the date of the AGM and shall hold office for one year. He shall take office at the conclusion of the Annual General Meeting next following his election. Council shall have the option to request a 12 month extension to a serving Chairman's term, one such renewal only to be allowed. Normally, the candidate for the Chairman shall be the Chairman-Elect. No person shall be eligible for re-election to the office of Chairman within a period of two years from the date of the completion of his previous office term.
The Chairman shall normally take the chair at all meetings of the Council, and Annual General Meetings of the Society at which he is present, and may take the chair at any other meeting of the Society. Normally, in the absence of the Chairman the Chairman-Elect shall take the chair at meetings of the Council, and Annual General Meetings. In the absence of both the Chairman and Chairman-Elect, the members present may select one of their number to chair the meeting.
In the event of the death or resignation of the Chairman, the Chairman-Elect shall immediately succeed him as Acting Chairman whilst retaining the position of Chairman-Elect.
(E) The Chairman-Elect
The Chairman-Elect who shall be a Corporate Member shall be elected by the Council from among the fifteen elected Corporate members at the Council meeting prior to the date of the AGM each year and shall take office as the Chairman-Elect at the conclusion of the following Annual General Meeting and hold this office for one year. In the circumstance of the serving Chairman agreeing to a request by the Council for a 12 month extension to his term of office, the Council shall invite the Chairman-Elect to serve a 12 month extension. In the event of this invitation being declined, or in the event of the death or resignation of the Chairman -Elect the Council shall appoint a new Chairman-Elect from among the fifteen elected Corporate members.
Service as the Acting Chairman, following the death or resignation of the Chairman, shall not preclude the Acting Chairman from taking the office as the Chairman the following year.
(F) The Secretary
The Council may from time to time appoint a person to be the Secretary who will conduct the business of the Society on its behalf and under its direction. The Secretary shall be entitled to attend, to report and to give advice to Council meetings. He shall not be entitled to vote. The Council shall utilise the Secretary on such terms and conditions as it shall decide.
(G) The Treasurer
The Treasurer shall be elected or appointed by the Council and shall be responsible to the Council for the financial affairs of the Society.
6. COUNCIL ELECTIONS
(A) Nominations
Nominations of candidates for election to the Council shall be sought from the members by means of a nomination form which shall be sent to members not later than eighty four days before the date of the AGM. Completed forms shall be received by the Secretary not later than fifty six days prior to the AGM and shall include statements in writing by the candidates that they are willing and able to serve. The nomination forms shall be signed by one proposer and two seconders, all of whom shall be Corporate members, except for candidates for the Non-Corporate member of Council in whose case the proposer and one of the seconders may be from any Non-Corporate class of membership.
(B) Ballot
Not less than twenty-one days before the Annual General Meeting a voting paper, the form of which shall be determined by the Council, shall be posted to every member entitled to vote. The ballot form shall be sent to eligible voters.
Corporate members are eligible to vote in Corporate and Non-Corporate member elections.
Non-Corporate members are eligible to vote in Non-Corporate Council member elections only.
Corporate Members are eligible to vote in Corporate and Associate Council Member elections.
Associate Members are eligible to vote in Associate Council Member elections only.
Each voting paper shall clearly state the class and number of vacancies. Each eligible voter may vote for a maximum number of candidates up to the number of vacancies. Voting papers not completed in accordance with the instructions shall be invalid. Each voting paper shall be returned in the envelope provided to arrive not later than the day before the date of the Annual General Meeting. Papers arriving thereafter shall be destroyed unopened.
In the event of there being only the exact number, or less, of candidates as there are vacancies, a ballot shall not be held and the nominated candidates shall be declared elected; any remaining vacancies shall be filled by the Council by co-option. Any such co-opted member shall serve for the full term of three years.
(C) Scrutineers
At its last Meeting before the date of the Annual General Meeting the Council shall appoint not less than three Scrutineers from those members of the Society who are not nominated for election or re-election. The Scrutineers shall present themselves at the time and place set by Council and supervise the counting of the votes. The report of the Scrutineers shall be handed to the Chairman immediately before the Meeting.
In the event of the Scrutineers being unable to report the election of any member of the Council due to an equality of votes, the Chairman of the Annual General Meeting shall have the casting vote necessary to make the election complete.
(D) Announcement of Election
The names of the newly elected members of the Council and of the Chairman and Chairman-Elect for the following year shall be announced by the Chairman at the end of the Annual General Meeting and this announcement shall constitute the beginning of their respective terms of office.
7. COUNCIL MEETINGS
The Council shall normally meet at least three times per annum at such times as the Council may decide, or whenever summoned by the Chairman or Chairman-Elect, or on a requisition signed by seven members of the Council. At every meeting seven corporate members shall be a quorum. Seven days clear notice of a meeting of the Council shall be given in writing by the Secretary to every member and Honorary Officer of the Council save when an emergency meeting is called by the Chairman, Chairman-Elect or on a requisition by seven members of the Council.
Information supplied to Council members and Honorary Officers in their capacity as Council Members or Honorary Officers shall be considered privileged information which must not be breached without the authority of the Council.
The decision of the Council on all matters dealt with by it in accordance with the Bylaws shall be final and binding on all members of the Society.
Proper minutes shall be kept.
8. FINANCE
(A) Accounts
The Council shall cause proper books of account to be kept with respect to:
(a) all sums of money received, invested and expended by the Council
(b) all matters in respect of which receipt, investment and expenditure takes place, and
(c) all sales and purchases of goods by the Society and the assets and liabilities of the Society.
Proper books shall be deemed to be such as are necessary to give a true and fair view of the state of the Society's affairs and to explain its transactions.
The books of account shall be kept in the offices of the Society or at such other places in the United Kingdom as the Council may direct and they shall always be open to inspection by members of the Council.
(B) Inspection of Accounts
The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Society or any of them shall be open to the inspection of members who are not members of the Council, and no member who is not a member of the Council shall have any right of inspecting any account or book or document of the Society except as so determined.
(C) Presentation of Accounts
The Council shall cause to be prepared and laid before the members at each Annual General Meeting:
(a) A statement of the receipts and expenditure during the year ending 30th June.
(b) A balance sheet as at 30th June.
(c) A statement of the funds at such date held in trust by or for the Society.
Copies of these documents together with copies of the Auditor's report under Bylaw 11 shall be sent not less than twenty-one days before the Annual General Meeting to all paid-up members.
9. MANAGEMENT AND ADMINISTRATION
The routine management and administration of the Society is the responsibility of the Secretary who shall carry out this work in a manner directed by the Council. These responsibilities include:
(a) keeping proper minutes of Council and related ad-hoc meetings
(b) Keeping up-to-date records of Society activities
(c) maintaining the Register of Society members
(d) supervising the administrative staff of the Society
(e) arranging the meetings of the Society
(f) correspondence and other related activities which may be specified by Council from time to time.
The remuneration of Society staff shall be fixed by the Council who may also authorise the payment of expenses to such staff as it thinks proper.
10. HONORARY OFFICERS
(A) Appointment of Honorary Officers
The Council may appoint Honorary Officers as the Council may decide.
(B) Rights of Honorary Officers
Any Honorary Officer shall have the right of attending all meetings of the Council, but shall not have the right of voting at such meetings unless he is also a member of the Council as defined in Bylaw 5(A).
11. THE AUDITORS
(A) Appointment of the Auditors
The Auditor shall be qualified in accordance with the provisions of the Companies Act 1985 and shall be appointed annually by the Voters at the Annual General Meeting.
The Council may appoint an auditor to fill any casual vacancy in that office.
The remuneration of the Auditors of the Society shall be fixed by the Council, who may also authorise the payment of such expenses of the Auditors as it thinks proper.
(B) Auditor's Report
The Auditors shall make a report to the members on the accounts examined by them and on all accounts and financial statements laid before the Society at the Annual General Meeting during their tenure of office and such report shall state whether they have obtained all necessary information for the purposes of their audit and whether in their opinion all proper books of account have been kept by the Society and whether the financial statements and accounts laid before the Society at its Annual General Meeting give a true and fair view of the Society's affairs.
The Auditor's report shall be read before the Society at the Annual General Meeting and shall be open to inspection by any member.
Every Auditor of the Society shall have a right of access at all times to the books and accounts of the Society and shall be entitled to require from the officers of the Society such information and explanation as he thinks necessary for the performance of the duties of the Auditors.
The Auditors of the Society shall be entitled to attend any Annual General Meeting of the Society and to receive all notices of and other communications relating to any Annual General Meeting which any member of the Society is entitled to receive and to be heard at any Annual General Meeting which they attend on any part of the business of the meeting which concerns them as Auditors.
12. MEETINGS OF THE SOCIETY
(A) Types of Meetings
The meetings of the Society shall be as follows:
(a) Annual General Meetings
(b) Special General Meetings
(c) General Meetings
(d) Ordinary Meetings
(B) Annual General Meeting
The Annual General Meeting of the Society shall be held within six months of the end of the financial year at such hours as may be appointed by the Council. Proper minutes shall be kept.
The business of the Annual General Meeting shall be to receive and consider the minutes of the previous Annual General Meeting, the Audited accounts, to appoint the Auditors for the following year, to receive and consider the Report on the state of the Society and to be informed of the results of the Elections of Council members.
Not less than twenty-one days clear notice shall be given to the members in writing of an Annual General Meeting and the notice convening the meeting shall state the nature of the business to be transacted.
The quorum for the Annual General Meeting shall be fifteen Voters. In the event of a quorum not being obtained within thirty minutes of the time fixed for the commencement of the Annual General Meeting, the meeting shall stand adjourned to a time (within the following fifteen days but not less than seven days ahead) and place designated by the Chairman.
(C) Special General Meetings
The Council may at any time call a Special General Meeting of Voters.
The quorum for a Special General Meeting shall be twenty Voters. In the event of a quorum not being obtained within thirty minutes of the time fixed for the commencement of a Special General Meeting the meeting shall stand adjourned to a time (within the following fifteen days but not less than seven days ahead) and place designated by the Chairman.
Not less than twenty-one days notice shall be given in writing of a Special General Meeting, and such notice shall specify the resolutions to be considered.
An entry in the Minutes by the Chairman of the result of the voting by a show of hands shall be conclusive evidence thereof.
(D) General Meetings
The Council shall convene a General Meeting on receipt of a requisition in writing of twenty Corporate members. Such requisition shall state the matters to be brought before and the resolution to be moved at the General Meeting, and shall be deposited with the General Secretary and may consist of several documents of like form, each signed by one or more requisitionists. If the Council do not proceed within thirty days from the date of such deposit to call a meeting, the requisitionists may themselves convene the meeting in any manner in which meetings may be convened by the Council but any meeting so convened shall take place within three months of the date of such deposit.
The quorum for a General Meeting shall be twenty Voters. In the event of a quorum not being obtained within thirty minutes of the time fixed for the commencement of a General Meeting convened by the Council, the meeting shall stand adjourned to a time (within the following fifteen days but not less than seven days ahead) and place designated by the Chairman. In the event of a quorum not being obtained at a meeting convened by the requisitionists, the matters raised by such requisition shall be deemed abandoned for lack of support.
Not less than twenty-one days notice shall be given in writing of any General Meeting, and the notice shall specify the business of such meeting and the resolution to be proposed thereat.
An entry in the Minutes by the Chairman of the result of the voting by a show of hands shall be conclusive evidence thereof.
(E) Ordinary Meetings
The Ordinary Meetings shall be held on such days and at such hours as may be appointed by the Council. The business of Ordinary Meetings shall be Technical Papers and discussions and such other business as is not specifically reserved for Annual General Meetings. Non-members of the Society may be permitted to attend Ordinary Meetings of the Society under the conditions laid down by the Council from time to time.
(F) General Notes on Meetings and Postal Vote on Resolutions Arising Therefrom
At any meeting a Resolution, and any amendment to it moved by the meeting, which are put to the vote of the meeting shall be decided on a show of hands unless (before, or on, the declaration of the result of the show of hands) a postal vote is directed by the Chairman or demanded by any ten Voters present at the meeting. In the event of a postal ballot being held, both the original resolution and the amendments made by the meeting shall be voted on. The Council is empowered to determine the form and content of the postal ballot to ensure an overall consistent result.
Unless a postal vote be directed or demanded, a declaration by the Chairman that a Resolution has, on a show of hands, been carried unanimously or by a particular majority or lost, and an entry to that effect signed in the book containing the Minutes of proceedings of the Society, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The direction or demand for a postal vote may be withdrawn by the person or persons who directed or demanded it but this must be done before the conclusion of the meeting.
In the case of equality of votes, either on a show of hands or on a postal vote, the chairman of the meeting at which the show of hands takes place or at which the postal vote is directed or demanded shall be entitled to a second or casting vote.
In the event of a postal vote being directed or demanded, a copy of the notice of the meeting in question shall be sent by the Secretary within fifteen days, together with a voting paper to each voter, and shall be posted to the Voter in an envelope marked as being from the Society and addressed to his Registered Address. Two months shall be allowed between the sending out of the voting papers and their return. The Secretary, at the time of the sending out of the voting papers, shall send an intimation of the last date by which the returned voting papers must be received by him, and shall enclose an envelope addressed to the Secretary for the return of the said voting papers.
The Voter, on receipt of his voting paper, if he desires to vote on the resolution or resolutions, shall record his vote thereon and shall return the voting paper to the Secretary. Voting papers not completed in accordance with the instructions laid down by the Council shall be invalid.
Each voting paper so received by the Secretary shall be opened in the presence of the Scrutineers appointed by the Council for that purpose, and the votes recorded thereby duly counted and reported to the Chairman of the Council who shall place the result of the vote before the Council at its next meeting.
A notice to a Voter shall be deemed to have been served on him the fourth day following the one on which it was posted, and in proving such service it shall be sufficient evidence to show that an envelope or wrapper containing the notice was addressed to the Voter at his Registered Address and consigned to the custody of the Post Office of the United Kingdom. An accidental omission to send any notice to any Voter shall not invalidate the voting on any matter considered at any meeting in respect of which such notice should have been given.
Where not otherwise dealt with in these Bylaws, the method of conducting the business of any Meeting of Voters, including provision for effective consideration of alterations, amendments or additions to any Resolution to be moved at such meeting, shall be such as may be prescribed by the Council.
13. COMMITTEES OF THE COUNCIL
(A) Appointment of Committees
The Council may appoint any Committee to consider and report to the Council on any subject affecting the Society, and may delegate to the Committee so appointed such of its powers and duties as the Council may determine, but the responsibility of the Council shall not thereby be avoided. Committees may be appointed at any time when the Council thinks that a special Committee should be formed. The Council may discontinue any Committee at any time.
The Council will appoint certain Committees which may include an Affiliate Committee, Branches Committee, Conferences and Meetings Committee, Education and Training Committee, Finance and General Purposes Committee, Membership and Grading Committee and Publications Committee.
The composition of all committees must be reviewed by Council annually following the AGM and committee officers approved.
Every Committee appointed by the Council shall include at least one member of the Council. Committees may, with the approval of the Council, appoint Sub-Committees to report to the Committee on any matter, provided always that the composition of every such Committee and Sub-Committee shall include a sufficient number of members of the Society to constitute a majority.
(B) Committee Structure
The following is a typical Committee Structure and is the form which should normally be adopted by Standing Committees. Variations from this structure should be approved by Council.
(a) Chairman to serve for one year after having served for at least one year as Vice-Chairman. After his term of office he would continue to serve on the Committee, for one year, as Past-Chairman.
(b) If the Chairman were not a Council member he would become an Honorary Officer of the Council.
(c) The Vice-Chairman should be elected annually by the Committee.
(d) There should be three ordinary members of the Committee.
(e) The normal term of office for Committee members should be three years. This may be extended to allow a Chairman to complete his cycle of Vice-Chairman, Chairman and Past-Chairman.
(f) Normally two, but in any case at least one, new member will be elected each year.
(g) Co-opted members may be elected to the Committee at any time, for a period to be determined by the Committee with the approval of Council.
(h) The Council may appoint additional members to any Committee.
(i) The Secretary is to be elected by the Committee and is to be re-elected annually at the discretion of the Committee.
(C) Procedure of Committees
The report of any Committee appointed by the Council shall bear information as to the names of the Committee members subscribing to that Report and shall be signed by the Chairman.
14. BRANCHES
The power to form Branches of the Society shall be vested in the Council which may draw up and vary as it thinks fit regulations for their formation and governance to be known as the Branches Bylaws.
15. LEGAL LIABILITIES
(A) Liability of the Council
No act of the Council which shall have received the expressed or implied sanction of the Corporate Members present at a meeting of the Society shall be impeached by any member of the Society on any ground whatsoever, but shall be deemed to be an act of the Society.
(B) Liability of Members of the Council, etc.
No member of the Council nor of any class in the Society shall have power, without the authorization of the Council, to enter into any contract, obligation, pledge or expense on behalf of the Society, and if he should do so, he shall be personally liable therefor.
Each member of the Council, or of its Committees, or of a Branch Committee, and each member of a Committee appointed pursuant to the provision of Bylaw 14, and any officer of the Society, shall be indemnified out of the funds and the property of the Society to such extent as the Council shall approve from and against such costs, charges or damages as he may sustain by reason of his accepting office or acting in execution of the duties or power imposed upon him or given to him by these Bylaws.
16. PUBLICATIONS
Copyright, Etc.
The Society shall publish such periodicals and other publications as the Council may determine and shall make them available to such members on terms as the Council may decide. The further distribution of the Society's publications whether by gift, exchange, sale or otherwise shall be decided by the Council.
Every member who submits a treatise, paper or other communication with a view to its publication by the Society shall undertake:
(a) that he shall abide by such rules concerning copyright as the Society shall require, and
(b) that his communication does not infringe the current Official Secrets Act.
The attention of every member who submits a communication for publication shall be drawn to this Bylaw and a copy of it shall be given to him, together with a statement in a form approved by the Council, to the effect that it is the policy of the Society to encourage the wide publication of communications accepted for publication by the Society, and setting out the conditions on which permission shall be given for publication otherwise than by the Society.
Every non-member who submits any such communication with a view to its publication by the Society shall be required to sign an undertaking in the terms set out in this Bylaw.
17. DONATIONS AND BEQUESTS
Any article presented to and accepted by the Society shall be retained at the principal office of the Society or such other place as the Council shall from time to time determine, unless otherwise stipulated at the time of presentation. The Council may exhibit the same in any way and at any time it may think proper.
The names of all persons who have made gifts to the Society shall be recorded and published unless the donor requires otherwise.
18. ASSOCIATION
(a) The Society is associated with the corporate body SaRS Ltd (the Company).
(b) Accordingly the Society and the Company shall in their dealings with outsiders inform them of that connection.
(c) The Society shall hold and have registered in the name of the Society such shares of the Company as shall from time to time be determined by the Council.
(d) The Council shall appoint for the entire Society a member of Council to act as prime representative, and a second member of Council to act as reserve representative in the event of incapacity or inability to act of the prime repreventative, to present the views of the Council and to attend and vote as determined by Council at any meeting of the Company and at any adjournment thereof.
Version 2003.1 October 2003