PART 1 

1. Adoption of the Constitution 

The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution. 

The Name

The association’s name is the British Cryogenics Council (hereinafter referred to as the Charity) 

The Objects. 

The advancement of scientific education by promoting man’s knowledge of and interest in Cryogenics, thereby fostering the development and application of Cryogenics for the public benefit. In pursuit of this object the charity will endeavour to carry out the following functions: 

  • (a) To be an umbrella organisation within the United Kingdom for those utilising or working in the field of Cryogenics including, but not limited to, Universities, Research Organisations and Industry. 
  • (b) To provide a forum for the dissemination of information and for promoting knowledge and interest in Cryogenics by establishing and maintaining: 
    • (i) A regular newsletter for the Cryogenics community. 
    • (ii) A website for dissemination of information and exchange of ideas. 
  • (c) Facilitate the publication of material which will be educational or otherwise benefit those working in the field of  Cryogenics. 
  • (d) Arrange meetings and workshops to facilitate collaboration, networking and the dissemination of information pertaining to Cryogenics. 
  • (e) Promote international collaboration in Cryogenics by maintaining a link with similar bodies in other countries and by promoting, supporting or organising international conferences at which issues connected with Cryogenics will be discussed. 
  • (f) To represent British interests in Cryogenics at international forums. 

4. Application of the Income and Property. 

(1) The income and property of the Charity shall be applied solely towards the promotion of the Objects. 

(2) A Trustee may, subject to the discretion and approval of the Executive Committee (as defined in Clause 16) pay out of, or be reimbursed from, the property of the Charity reasonable expenses properly incurred by him or her when acting on behalf of the Charity. 

(3) None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Charity. This does not prevent: 

  • (a) a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Charity; 
  • (b) a Trustee from: 
    • (i) buying goods or services from the Charity upon the same terms as other members or members of the public; 
    • (ii) receiving a financial benefit from the Charity in the capacity of a beneficiary of the Charity, provided that the Trustees comply with the provisions of sub clause (6) of this clause, or as a member of the Charity and upon the same terms as other members; 

(4) No Trustee may be paid a salary or receive any other benefit whatsoever for being a Trustee. 

 

(5) A Trustee may: 

  • (a) sell goods or services to the Charity; 
  • (b) be employed by or receive remuneration from the Charity; 

(c) receive other financial benefit from the Charity, if: 

(d) he or she is not prevented from so doing by sub-clause (4) of this clause; and 

(e) the benefit is permitted by sub-clause (3) of this clause; or 

(f) the benefit is authorised by the Trustees in accordance with the conditions in sub-clause (6) of this clause. 

(g) formal written approval is obtained from the Charity Commission for any benefit that exceeds the de minimis limit set by the commission. 

(6) (a)    If it is proposed that a Trustee should receive a benefit from the Charity that is not already permitted under sub-clause (3) of this clause, he or she must: 

  • (i) declare his or her interest in the proposal; 
  • (ii) be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it; 
  • (iii) not be counted in determining whether the meeting is quorate; 
  • (iv) not vote on the proposal. 
  • (b) In cases covered by sub-clause (5) of this clause, those Trustees who do not stand to receive the proposed benefit must be satisfied that it is in the interests of the Charity to contract with or employ that Trustee rather than with someone who is not a Trustee and they must record the reason for their decision in the minutes. In reaching that decision the Trustees must balance the advantage of contracting with or employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee's services as a result of dealing with the Trustee's conflict of interest). 
  • (c) The Trustees may only authorise a transaction falling within paragraphs 5(a) -(c) of this clause if the trustee body comprises a majority of Trustees who have not received any such benefit. 
  • (d) If the Trustees fail to follow this procedure, the resolution to confer a benefit upon the Trustee will be void and the Trustee must repay to the Charity the value of any benefit received by the Trustee from the Charity. 

(7) A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter. 

(8) In this Clause 4, "Trustee" shall include any person, firm or company connected with the Trustee. 

5. Dissolution. 

(1) If the members resolve to dissolve the Charity the Trustees will remain in office as charity trustees and be responsible for winding up the affairs of the Charity in accordance with this clause. 

(2) The Trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the charity. 

(3) The Trustees must apply any remaining property or money: 

(a) Directly for the Objects; 

(b) by transfer to any charity or charities for purposes the same as or similar to the Charity; 

(c) in such other manner as the Charity Commissioners for England  and Wales ("the Commission") may approve in writing in advance. 

(4) The members may pass a resolution before or at the same time as the resolution to dissolve the Charity specifying the manner in which the Trustees are to apply the remaining property or assets of the Charity. The Trustees must comply with the resolution if it is consistent with paragraphs (a) -(c) inclusive in subclause (3) above. 

(5) In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the Charity (except to a member that is itself a charity). 

(6) The Trustees must notify the Commission promptly that the charity has been dissolved. If the Trustees are obliged to send the charity's accounts to the Commission for the accounting period which ended before its dissolution, they must send to the Commission the charity's final accounts. 

 

6. Amendments. 

(1) Any provision contained in Part 1 of this constitution may be amended provided that: 

(a) no amendment may be made that would have the effect of making the Charity cease to be a charity at law; 

(b) no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to the Charity; 

(c) no amendment may be made to clause 4 without the prior written consent of the Commission; 

(d) any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting. 

(2) Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting. 

(3) Any proposed revision to either Part 1 or Part 2 of the constitution must be circulated to all members who shall submit their comments to the Chairperson and Hon. Secretary within 30 calendar days. 

(4) A copy of any resolution amending this constitution must be sent to the Commission within twenty-one days of it being passed. 

 

PART 2 

7. Membership. 

(1) Membership is open both to individuals over eighteen and to organisations working in the field of Cryogenics who may benefit professionally from membership of the Charity. Members will be required to pay an annual subscription as determined by the Charity. The level of the subscription is revised periodically by the Charity as deemed necessary. 

(2) The Trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Charity to refuse the application. 

(a) The Trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision. 

(b) The Trustees must consider any written representations the applicant may make about the decision. The Trustees' decision following any written representations must be notified to the applicant in writing but shall be final. 

(3) Membership is not transferable to anyone else. 

(4) The Trustees must keep a register of names and addresses of the members which must be made available to any member upon request. 

(5) The Trustees are at liberty to seek collaboration and sponsorship from learned societies, professional institutions, industry and other organisations. Sponsorships shall be used to pursue the objects of the Charity. Any collaborative arrangements with an organisation shall be for the mutual benefit of the Charity and the organisation concerned. 

 

8. Termination of Membership. 

(1) Membership is terminated if: 

(a) the member dies or, if it is an organisation, it ceases to exist; 

(b) the member resigns by written notice to the Charity unless, after the resignation, there would be less than two members; 

(c) any sum due from the member to the Charity is not paid in full within six months of it falling due; 

(d) the member is removed from membership by a resolution of the Trustees that it is in the best interests of the Charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if: 

  • (i) the member has been given at least twenty-one days' notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is to be proposed; 
  • (ii) the member or, at the option of the member, the member's representative (who need not be a member of the Charity) has been allowed to make representations to the meeting. 

 

9. General meetings. 

(1) The Charity must hold a general meeting within twelve months of the date of the adoption of this constitution. 

(2) An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings. 

(3) All general meetings other than annual general meetings shall be called special general meetings. 

(4) The Trustees may call a special general meeting at any time. 

(5) The Trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the Trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution. 

10. Notice. 

(1) The minimum period of notice required to hold any general meeting of the Charity is fourteen clear days from the date on which the notice is deemed to have been given. 

(2) A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote. 

(3) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. 

(4) The notice must be given to all the members and to the Trustees. 

11. Quorum. 

(1) No business shall be transacted at any general meeting unless a quorum is present. 

(2) A quorum is; 

(a) One half of the members entitled to vote on the business to be conducted at the meeting; or 

(b) One tenth of the members entitled to vote upon the business to be conducted at the meeting, whichever is the greater. 

(3) The authorised representative of a member organisation shall be counted in the quorum. 

(4) If: 

  • (a) a quorum is not present within half an hour from the time appointed for the meeting; or 
  • (b) during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the Trustees shall determine. 
  • (5) The Trustees must reconvene the meeting and must give at least seven clear days' notice of the reconvened meeting stating the date, time and place of the meeting. 
  • (6) If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting. 
  • 12. Chair. 

(1) General meetings shall be chaired by the person who has been elected as Chair. 

(2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Trustee nominated by the Trustees shall chair the meeting. 

(3) If there is only one Trustee present and willing to act, he or she shall chair the meeting. 

(4) If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting. 

13. Adjournments. 

(1) The members present at a meeting may resolve that the meeting shall be adjourned. 

(2) The person who is chairing the meeting must decide the date time and place at which meeting is to be reconvened unless those details are specified in the resolution. 

(3) No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place. 

(4) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days' notice shall be given of the reconvened meeting stating the date time and place of the meeting. 

14. Votes. 

(1) Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have. 

(2) A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members. 

15. Representatives of Other Bodies 

(1) Any organisation that is a member of the Charity may nominate any person to act as its representative at any general meeting of the Charity. 

(2) The organisation must give written notice to the Charity of the name of its representative. The nominee shall not be entitled to represent the organisation at any general meeting unless the notice has been received by the Charity. The nominee may continue to represent the organisation until written notice to the contrary is received by the Charity. 

(3) Any notice given to the Charity will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The Charity shall not be required to consider whether the nominee has been properly appointed by the organisation. 

16. Officers and Trustees. 

(1) The Charity and its property shall be managed and administered by an Executive Committee comprising the Officers and other members appointed in accordance with this constitution. The Officers and other members of the committee shall be the trustees of the Charity and in this constitution are together called "the Trustees". 

(2) The Charity shall have the following Officers: 

  • A chair, 
  • A vice-chair 
  • A secretary, 
  • A treasurer. 

 

(3) A Trustee must be a member of the Charity or the nominated representative of an organisation that is a member of the Charity. It is expected that members of the Executive Committee are persons eminent in the field of Cryogenics with the ability to carry out such duties as required to achieve the objects of the Charity. 

(4) No one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of Clause 19. 

(5) The number of Trustees shall be not less than five but (unless otherwise determined by a resolution of the Charity in general meeting) shall not be subject to any maximum. 

(6) The first Trustees (including Officers) shall be those persons elected as Trustees and Officers at the meeting at which this constitution is adopted. 

(7) A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees. 

 

17. The Appointment of Trustees. 

(1) The Charity shall elect the Officers and appoint the other Trustees at the annual general meeting. Notice of the annual general meeting shall be issued by electronic communication, and posted on the Charity’s web site, not more than 30 days before the meeting together with an invitation for nominations for Officers and other posts on the Executive Committee. All nominations shall be submitted to the Secretary not less than 15 days before the meeting. 

(2) The Trustees may appoint any person who is willing to act as a Trustee. Subject to paragraph 5(b) of this clause, they may also appoint Trustees to act as officers. 

(3) Each of the Trustees is expected to serve for a period of no more than three consecutive years but after the expiry of the three year period and, if deemed appropriate, a trustee can be eligible for re-election at an annual general meeting for a further period not exceeding three consecutive years. If elected to a position of officer, a trustee may remain on the Executive Committee to fulfil that role in accordance with the provisions of sub-clause 5 (b) but may not remain on the Executive Committee for more than nine consecutive years. 

(4) No-one may be elected a Trustee or an Officer at any annual general meeting unless prior to the meeting the Charity is given a notice that: 

(a) is signed by a member entitled to vote at the meeting; 

(b) states the member's intention to propose the appointment of a person as a Trustee or as an officer; 

(c) is signed by the person who is to be proposed to show his or her willingness to be appointed. 

(5) The appointment of a Trustee, whether by the Charity in general meeting or by the other Trustees, must not cause the number of Trustees to exceed a maximum of fifteen. 

(a) A person appointed to be an Officer at an annual general meeting may serve for a maximum period of three consecutive years. At the conclusion of the three year period no Officer may be eligible for reelection to the same post unless there is no suitable person available in which case an Officer can be re-elected for a further period not exceeding three consecutive years. No person may act as an officer in any capacity for more than six consecutive years. 

(b) The Trustees may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office. 

 

18. Powers of Trustees. 

(1) The Trustees must manage the business of the Charity and they have the following powers in order to further the Objects (but not for any other purpose): 

(a) to raise funds from its membership and collaborative and sponsorship agreements. In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations; 

(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; 

(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993; 

(d) to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the Charities Act 1993 if they intend to mortgage land; 

(e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them; 

(f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects; 

(g) to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the Objects; 

(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves; 

(j) to obtain and pay for such goods and services as are necessary for carrying out the work of the Charity; 

(k) to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000; 

(l) to determine the signatories for the bank and any other accounts. The signatories will normally be the Chairperson, the Vice-Chairperson, the Treasurer, and the Secretary. Two signatories will be required to make payments on behalf of the Charity. 

(m) to do all such other lawful things as are necessary for the achievement of the Objects; 

(2) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees. 

(3) Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees. 

 

19. Disqualification and Removal of Trustees. 

(1) A Trustee shall cease to hold office if he or she: 

(a) is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision); 

(b) ceases to be a member of the Charity; 

(c) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; 

(d) resigns as a Trustee by notice to the Charity (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or 

(e) is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated. 

 

20. Proceedings of Trustees. 

(1) The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution. 

(2) Any Trustee may call a meeting of the Trustees subject to the agreement of the Chairperson. The secretary must call a meeting of the Trustees if then requested to do so by the Chairperson. Otherwise, meetings of the Trustees shall be held at regular intervals at such a time and place as required by the Chairperson. 

(3) The names of Trustees and their affiliations shall be posted on the Charity’s website and published in each edition of the Charity’s newsletter. 

(4) Questions arising at a meeting of the Trustees must be decided by a simple majority of votes. 

(5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote. 

(6) No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made. 

(7) The quorum shall be one half of the total number of Trustees entitled to vote at the meeting but shall not be less than three Trustees. 

(8) A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote. 

(9) If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting. 

(10) The person elected as the Chair shall chair meetings of the Trustees. 

(11) If the Chair is unwilling to preside or is not present within fifteen minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting. 

(12) The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees. 

(13) Electronic communication or communication in writing by normal post may be used to gain opinion or consensus from Trustees on specific issues. A resolution in writing signed by all the Trustees entitled to receive notice of a general meeting of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a general meeting of the Trustees duly convened and held. 

(14) The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees. 

(15) Members of the Charity may be co-opted on to the Executive Committee for a limited period and for a specific purpose as defined by the Trustees. Co-opted members are deemed not to be Trustees and do not have the right to vote at meetings of the Executive Committee although they may attend such meetings for the purpose of presenting reports or information. 

(16) Direct expenses incurred by Trustees when travelling to a meeting of the Executive Committee or a general meeting will be reimbursed at the discretion of the Management Committee. 

21. Delegation 

(1) If the Executive Committee consists of more than five Trustees it may decide to delegate certain powers and functions to a Management Committee responsible for the day to day running of the Charity. The terms of any such delegation must be recorded in the minute book. 

(2) The Management Committee will include the following Trustees: The Chairperson The Vice-Chairperson The Secretary The Treasurer The Editor of the Charity Newsletter 

(3) The Management Committee may also have appointed to it other members of the Executive Committee who provide a specific benefit to the everyday running of the Charity. 

(4) The Management Committee shall keep minutes of their meetings and these minutes, which shall be adopted at the subsequent meeting of the Executive Committee. 

(5) In order to facilitate specific tasks to meet the objectives of the Charity, Task Forces may be set up, with identified Chairpersons.  The membership of any Task Force shall consist of those appointed by the Executive Committee, and may include a lesser number of additional members co-opted by the appointed Chairperson and members.  Members co-opted in this way to the Task Force(s) are not trustees do not have the right to vote at the meetings of the Executive Committee, although they may attend such meetings for the purposes of imparting information. 

(6) Task Forces shall keep minutes of their meetings and these minutes, normally after adoption, shall be sent to the Honorary Secretary of the Executive Committee. 

(7) The Trustees may impose conditions when delegating, including the conditions that: 

(a) the relevant powers are to be exercised exclusively by the committee to whom they delegate; 

(b) no expenditure may be incurred on behalf of the Charity except in accordance with a budget previously agreed with the Trustees. 

(8) The Trustees may revoke or alter a delegation. 

(9) All acts and proceedings of any committees must be fully and promptly reported to the Trustees. 

22. Irregularities in Proceedings. 

(1) Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a Trustee: 

  • (a) who was disqualified from holding office; 
  • (b) who had previously retired or who had been obliged by the constitution to vacate office; 
  • (c) who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise, if, without: 
  • (d) the vote of that Trustee; and 
  • (e) that Trustee being counted in the quorum, the decision has been made by a majority of the Trustees at a quorate meeting. 

(2) Sub-clause (1) of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been void. 

(3) No resolution or act of: 

  • (a) the Trustees; 
  • (b) any committee of the Trustees; 
  • (c) the Charity in general meeting, 

shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Charity. 

23. Minutes. 

(1) The Trustees must keep minutes, which shall be adopted and signed at each subsequent meeting, of all: 

  • (a) appointments of Officers and Trustees made by the Trustees; 
  • (b) proceedings at meetings of the Charity; 
  • (c) meetings of the Trustees and committees of Trustees including: 
    • (i) the names of the Trustees present at the meeting; 
    • (ii) the decisions made at the meetings; and 
    • (iii) where appropriate the reasons for the decisions. 

 

24. AnnuaI Report and Return and Accounts. 

(1) The Trustees must comply with their obligations under the Charities Act 1993 with regard to: 

  • (a) the keeping of accounting records for the Charity; 
  • (b) the preparation of annual statements of account for the Charity; 
  • (c) the transmission of the statements of account to the Charity; 
  • (d) the preparation of an annual report and its transmission to the Commission; 
  • (e) the preparation of an annual return and its transmission to the Commission. 

(2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body. 

(3) The annual accounts of the Charity shall be presented, examined and approved at the annual general meeting. 

25. Registered Particulars. 

(1) The Trustees must notify the Commission promptly of any changes to the Charity's entry on the Central Register of Charities. 

26. Property 

(1) The Trustees must ensure the title to all investments held by or on behalf of the Charity, is vested either in a corporation entitled to act as custodian trustee or in not less that three individuals appointed by them as holding trustees. 

(2) The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of the Charity. 

(3) The Trustees may remove the holding trustees at any time. 

27. Repair and Insurance 

(1) The Trustees must insure suitably in respect of public liability and employer's liability. 

28. Notices. 

(1) Any notice required by this constitution to be given to or by any person must be: 

  • (a) in writing; or 
  • (b) given using electronic communications. 
  • (2) Notice may be given to a member either: 
  • (a) personally; or 
  • (b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or 
  • (c) by leaving it at the address of the member; or 
  • (d) by giving it using electronic communications to the member's address. 

(3) A member who does not register an address with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity. 

(4) A member present in person at any meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called. 

(5) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. 

(a) Proof that a notice contained in an electronic communication was properly addressed and sent shall be conclusive evidence that the notice was given. 

(b) A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent. 

29. Rules. 

(1) The Trustees may from time to time make rules or bye-laws for the conduct of their business. 

(2) The bye-laws may regulate the following matters but are not restricted to them: 

  • (a) the admission of members of the Charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members; 
  • (b) the conduct of members of the Charity in relation to one another, and to the Charity's employees and volunteers; 
  • (c) the setting aside of the whole or any part or parts of the Charity's premises at any particular time or times or for any particular purpose or purposes; 
  • (d) the procedure at general meetings and meetings of the Trustees in so far as such procedure is not regulated by this constitution; 
  • (e) the keeping and authenticating of records. {If regulations made under this clause permit records of the Charity to be kept in electronic form and require a Trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated). 
  • (f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association. 

(3) The Charity in general meeting has the power to alter, add to or repeal the rules or bye-laws. 

(4) The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the Charity. 

(5) The rules or bye-laws shall be binding on all members of the Charity. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.