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Revised 10 December 1982
Amended 13 January 1995
- The name of the Society shall be The
Astronomical Society of Edinburgh and its objects shall be to
advance the education of the public about the science of Astronomy and
to promote astronomical research chiefly in Edinburgh and its
neighbourhood.
In furtherance thereof:
(a) to circulate information on astronomical matters by the publication
of articles, books etc;
(b) to encourage astronomical study and observation; and
(c) to increase popular interest in astronomy.
- The Society shall be composed of Honorary, Ordinary and
Junior Members. Ordinary Members are those Members aged 18 and over at
the start of the Subscription Year as defined in Clause 5. Ordinary
Members and Junior Members shall be elected as provided in Clause 3.
Honorary Members shall be such persons as may be proposed by the
Council and approved by a General Meeting of the Society. Honorary and
Junior Members shall not be entitled to vote at Meetings. Two Honorary
Presidents may be appointed by the Council.
- Candidates for membership shall make
application in writing to the Secretary. Their election shall rest with
the Council, subject to confirmation by the Society in General Meeting.
Such election shall be decided at the first meeting of the Council
after the receipt of the application from the candidate. At the next
Ordinary Meeting of the Society a list of the candidates so elected
shall be read and put to the meeting for confirmation, when, unless any
member demands a ballot, the election of all the candidates in such
list shall be deemed to be confirmed. If a ballot is demanded it shall
be taken at the close of the same meeting and shall be conducted in
such a manner as the Council may prescribe.
- The Annual Subscription shall be such sums as
shall be determined from time to time by the Council.
- The first subscription is due upon confirmation of
election but the Council may at their discretion vary its amount to
take account of the expired portion of the subscription year. Until the
subscription is paid, no rights of membership shall accrue. The
subscription becomes due thereafter each 1 October and should it not be
paid by the end of December the Member's rights are suspended until it
is paid. The Treasurer shall send reminders of unpaid subscriptions not
later than 31 December. If any such subscription shall not be paid by
28 February in the year following, the defaulting Member shall cease to
be a Member of the Society unless the Council shall order otherwise.
Such persons may be reinstated at the discretion of the Council.
- Any Member shall, upon ceasing to be a Member by
resignation or otherwise, forfeit all right or claim upon the Society
or its property or funds.
- The Society shall have the right to require new Members
to pay an entrance fee and the Council shall decide whether this is to
be charged and the amount thereof.
- The Meetings of the Society shall consist of
Ordinary Meetings, the Annual General Meeting, and of Special General
Meetings as hereinafter defined.
- The Ordinary Meetings shall be held once each month or
as the Council may direct. Visitors may, subject to the approval of the
Council, attend such Meetings. Visitors may not vote on any
question.
- The Annual General Meeting shall be held in March in
each year for the election of Office-Bearers and Councillors, for the
presentation of the Accounts for the year to the preceding 31 December,
and for such other business as may be arranged by the Council. Notice
of such Annual General Meeting, together with a statement of the
Accounts, shall be forwarded to each Member not less than ten days
before the date fixed for holding such Meeting.
- A Special Meeting of the Society may be called by the
Council for any purpose whenever they deem it necessary. The Council
shall convene a Special General Meeting upon a requisition to that
effect signed by not less than ten Members of the Society stating the
purpose for which it is required. Such Special General Meeting shall be
convened within one calendar month after such requisition has been sent
in, and if not so convened by the Council the requisitionists may
themselves convene a Special General Meeting in accordance with such
requisition. Notice of every Special General Meeting, setting out the
purpose for which it is convened, shall be forwarded to each Member at
least fourteen days before the date fixed for holding such
Meeting.
- The Certificate of the Secretary, or any person
employed by him, shall be sufficient evidence that the notices required
by this Constitution and Laws have been duly issued.
- The management of the Society shall be
vested in a Council elected from Ordinary Members who have been Members
for at least one year preceding the date of election. The Council shall
consist of (1) the Office-Bearers, namely, the President, two
Vice-Presidents, the Secretary and Treasurer, and (2) six Councillors.
There shall be no objection to any Trustee acting under the Deed of
Trust hereinafter referred to being also a member of the Council.
- Any Member shall be entitled to make a nomination for
any of the offices, whether of Office-Bearers or Councillors, provided
that notice thereof, signed by the Member and by a seconder, is given
to the Secretary at least twenty-one days before the said Annual
General Meeting.
- The Office-Bearers and Councillors shall be elected at
the Annual General Meeting each year, and they shall hold office for
one year from the first day of April following that Meeting. They shall
be eligible for re-election, but the President and Vice-Presidents
shall not continue to hold their respective offices for more than two
years in succession, and no Councillor may hold office as such for more
than three years in succession.
- In the event of any vacancy arising in the Council
(including a vacancy in the office of President, Vice-President,
Secretary or Treasurer), the Council shall have power to co-opt a
Member of the Society to fill such a vacancy for the period up to the
next 31 March. Any person so co-opted should have been an Ordinary
Member for at least one year.
- The Council shall manage the property,
proceedings and affairs of the Society and control the investment and
expenditure of the funds thereof, all in accordance with the
Constitution and Laws of the Society, but subject always to the powers
of the Trustees aftermentioned.
- The Council shall have power to make regulations, not
inconsistent with this Constitution and Laws, for the well-being of the
Society, and these shall remain in force until a General Meeting
decides otherwise. Notice of at least fourteen days shall be given to
the Secretary of any motion to be made by any Member at such General
Meeting for the alteration or abrogation of such regulations.
- The Council may regulate their own procedure and may
delegate any of their powers to any one or more of their body. Five
members of the Council shall form a quorum.
- The Council may appoint Committees, whether of their
own number or from Members of the Society, and may delegate to them
such powers as they think fit. In particular the Council may appoint a
General Business Committee to which Committee the Council may delegate
power to instruct the investment, realisation and reinvestment of the
funds referred to in the Deed of Trust hereinafter specified, and also
power to direct the expenditure of the income and capital of said funds
subject always to the approval of the Council being obtained on all
major questions of policy. The quorum of such General Business
Committee shall be three. There shall be no objection to any Trustee
acting under the Deed of Trust hereinafter referred to being also a
member of such General Business Committee provided that not more than
one such Trustee shall be a member of such Committee at any one
time.
- The Council shall have powers to appoint such officers
or employees as may be necessary and also to displace or remove any
such without being called upon to give any reason for so doing. The
Council shall have authority to pay salaries and to grant honoraria,
and generally to do whatever may seem to them calculated to promote the
objects of the Society.
- No act done by the Council, whether within the powers
of the Council or not, which shall receive the express or implied
sanction of the Members in General Meeting, shall be afterwards
impeached by any Member of the Society on any ground whatsoever, but
shall be deemed to be an act of the Society.
- The President, or, in his absence, one of
the Vice-Presidents, or, failing these, the senior member of the
Council present, shall preside as Chairman at all meetings. The
Chairman shall have a casting, in addition to a deliberative,
vote.
- The Secretary shall conduct the general secretarial
business of the Society with such assistance as the Council shall from
time to time arrange. He shall keep minutes of Council meetings, the
Annual General Meetings and any Special General Meetings of the
Society.
- The Treasurer shall receive all monies due to the
Society and shall make payments authorised by the Council or by any
Committee empowered by the Council to authorise payments. He shall keep
regular accounts of all receipts and payments and shall submit these to
the Council when required. He shall prepare the Annual Accounts and
shall submit these to the Annual General Meeting of the Society in
March, balanced to the preceding 31 December, and independently
examined as required by the relevant statutes.
- Committees appointed by the Council shall
have such powers as may be delegated to them by the Council. No act
done by any such Committee, whether within the powers of the Committee
or not, which shall receive the express or implied sanction of the
Council, shall be afterwards impeached by the Council, but shall be
deemed to be an act of the Council.
- The Society may convey to the Trustees
acting under the Deed of Trust aftermentioned such property and funds
of the Society as the Society may think fit, and if such property and
funds so conveyed to the Trustees are conveyed without any conditions
such property and funds shall be held by the Trustees for the purposes
and under the conditions set forth in the said Deed of Trust.
- The Trustees shall have the powers and immunities set
forth in the Deed of Trust granted by James Chisholm Johnston and
another as Trustees therein mentioned, with consent of the Society in
favour of the Rev James Patrick DD BSc and others as Trustees therein
mentioned, dated 10 December 1937.
- The Society shall not be dissolved without
the consent of the Council and two-thirds of the whole Members of the
Society entitled to vote at Meetings. This law shall not be altered
without the consent of the Council and two-thirds of the whole Members
of the Society entitled to vote at Meetings in Special General
Meeting.
- In the event of the Society being dissolved, the
Members shall not have any right in the funds held by the Trustees
under the Deed of Trust hereinbefore referred to. Any assets remaining
after the satisfaction of any proper debts and liabilities shall not be
paid to, or distributed among, the members but shall be given or
transferred to a recognised charitable body or bodies.
- The Society may not amalgamate with or enter into
affiliation of the nature of amalgamation with any other Society or
Association without the consent of the Council and two-thirds of the
whole Members of the Society entitled to vote at Meetings in Special
General Meeting.
- This Constitution and Laws shall not be
altered except at a Special General Meeting called by the Council for
the purpose. Any proposed alterations of the Constitution and Laws, and
any motion proposing an alteration of the existing status of the
Society, must be intimated to the Secretary in writing, and must be
intimated by the Secretary to all Members at least fourteen days before
the meeting at which they are to be considered, and must be approved by
a majority of the Members present at such Meeting and entitled to vote
thereat, with a minimum of twenty recorded votes or a quarter of the
number of the Members on the roll whose subscription is not in arrear,
whichever is greater. Two or more Members present may require any vote
at such Meetings to be taken by ballot.
- This revision of the Society's 1937
Constitution and Laws shall come into operation as from the date of
adoption hereof, namely 10 December 1982.
