THE COMPANIES ACTS 1985 and 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION - of - ROYAL TELEVISION SOCIETY
(as altered by Special Resolution 24.4.1964
9.12.1966 12.2.1981 and 4 April 1995)
1. The name of the Company (hereinafter called "the Society") is Royal Television Society
2. The objects for which the Society is established are the advancement of public education in the science, practice, technology and art of television and its allied fields and other scientific subjects
3. In furtherance of the above objects (but not further or otherwise) the Society shall have the following powers:
3.1
3.1.1 To promote scientific knowledge and information on television and other scientific subjects by lectures, discussions, exhibitions, books, correspondence with public bodies and individuals or otherwise
3.1.2 To promote education in the practice, technology and art of television and its allied fields through public meetings, publications and training programmes
3.1.3 To encourage the study of the science of television and other scientific subjects and of the practice, technology and art of television and for that purpose to make donations on such terms and conditions as may from time to time be prescribed by way of prizes or other awards provided that no member of the Council or any other governing body of the Society shall be eligible for any prize or award in the form of money
3.2 To acquire by purchase, donation or otherwise a library and to maintain and extend and improve such library
3.3 To consider all questions concerning the theory and practice of the science of television and kindred sciences and to insert and watch over and, if necessary, petition Parliament or promote Deputations in relation to general matters affecting such sciences and to promote improvements and facilities for practising the science of television and such kindred sciences
3.4 To afford scientific advice with regard to all inventions concerning television and kindred sciences, to provide laboratories and such other facilities as may be deemed necessary to test inventions or to put them into practice
3.5 To encourage the formation of affiliation of kindred Societies
3.6 To afford facilities for the publication of recent research reports and matters of interest
3.7 To purchase, take on lease or in exchange, hire or otherwise acquire any real and personal estate which may be deemed necessary or convenient for any of the purposes of the Society,
3.8 To construct, maintain, and alter any houses, buildings, or works necessary or convenient for the purposes of the Society
3.9 To sell, manage, lease, mortgage, dispose of, or otherwise deal with all or any part of the property of the Society as may be deemed expedient with a view to the promotion of its objects
3.10 To take any gift of property, whether subject to any special trust or not, for any one or more of the objects of the Society,
3.11 To take such steps by personal or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Society, in the shape of donations, annual subscriptions, or otherwise
3.12 To print and publish and newspapers, periodicals, books or leaflets that the Society may think desirable for the promotion of its objects
3.13 To borrow and raise money in such manner as the Society may think fit
3.14 To invest the moneys of the Society not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided
3.15 To undertake and execute any trusts or any agency business which may seem directly or indirectly conducive to any of the objects of the Society
3.16 To provide a superannuation fund for the staff of the Society, or otherwise to assist any such staff , their widowers and widows and children
3.17 To establish and support and to aid in the establishment and support of any other associations formed exclusively for all or any of the scientific objects of the Society and which by their constitution prohibit the distribution of their income and property amongst their members to an extent at least as great as is imposed on this Society by this Memorandum of Association
3.18 To amalgamate with any such associations as mentioned in the last preceding paragraph
3.19 To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the associations with which the Society is authorised to amalgamate
3.20 The doing of all such other lawful things as are incidental or conducive to the attainment of the above objects
Provided that:
3.20.1 In case the Society shall take or hold any property which may be subject to any trusts, the Society shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts
3.20.2 The Society shall not support with its funds any object or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or condition which if an object of the Society would make it a Trade Union
3.20.3 In case the Society shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales , the Society shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Council of Management or any other governing body of the Society shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts receipts neglects and defaults and for the due administration of such property in the same manner and to the same extent as they would as such Council of Management or any other governing body have been if no incorporation had been effected, and the incorporation of the Society shall not diminish or impair any control or authority exercisable by the Chancery Division, or the Charity Commissioners over such Council Management or any other governing body but they shall as regards any such property be subject jointly and separately to such control or authority as if the Society were not incorporated
4 The income and property of the Society, whencesoever derived, shall be applied solely towards the promotion of the objects of the Society as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit, to the members of the Society
That nothing herein shall prevent the payment in good faith, of reasonable and proper remuneration to any officer or member of the staff of the Society or to any member of the Society, in return for any services actually rendered to the Society, nor prevent the payment of interest at a rate not exceeding 5 per cent per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Society: but so that no member of the Council of Management or any other governing body of the Society shall be appointed to any salaried office of the Society or any office of the Society paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Society to any member of such Council or any other governing body, except repayment of out of pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Society: provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Council of Management or any other governing body may be a member, and in which such member shall not hold more than one hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment
5. The liability of the members is limited
6. Every member of the Society undertakes to contribute to the assets of the Society, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Society, contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding one pound
7. If upon the winding up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Society, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Society under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Society at or before the time of dissolution, or in default thereof by a Judge of the High Court of Justice having jurisdiction in respect of Charity funds, and if and so far as effect cannot be given to the foregoing provisions then to some charitable object.
8. True accounts shall be kept of the sums of money received and expended by the Society, and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Society, and, subject to any reasonable restrictions as to time and manner of inspecting the same that may be imposed in accordance with the regulations of the Society for the time being, shall be open to the inspection of the members. Once at least in every year the accounts of the Society shall be examined, and the correctness of the Balance Sheet ascertained by one or more properly qualified Auditor or Auditors
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into an Association or Society in pursuance of this Memorandum of Association
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
CLARENCE TIERNEY
"Netherton"
Coulsdon, Surrey
Doctor in Science
WILLIAM CUTHBERT KEAY
4 Duke Street
Adelphi WC2
Secretary
WILLIAM GEORGE DE WINTON MITCHELL
"Lynton", Newbury
Berks.
Scientist
ALFRED DINSDALE
"Uplands", Kingswood Road
Tadworth, Surrey
Journalist
JOSEPH JAMES DENTON
Chatsworth House
Wellington Square
Hastings, Sussex
Research Engineer
JOHN CAMERON RENNIE
22 Thurlow Road
Hampstead NW3
Chartered Patent Agent
ANGUS KENNEDY
Caledonian Club SW1
Gentleman
DATED the 18th day of June 1930
WITNESS to the above Signatures:
ERNEST PHILLIPS
12 Tenterden Road
Croydon
Civil Servant
WITNESS to the first six signatures
V. BANTOCK REYNOLDS
Coombe Lodge
West Hill SW15
Engineer
WITNESS to Lord Angus Kennedy
THE COMPANIES ACTS 1985 and 1989
COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION - of - ROYAL TELEVISION SOCIETY
(Adopted by Special Resolution 4 April 1995)
GENERAL
1. In these presents the words standing in the first column of the table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with subject or context
WORD - MEANING
The Act - The Companies Acts 1985 and 1989
The Council - The Council of Management for the time being of the Society
Month - Calendar month
The Office - The registered office of the society
Person - An individual organisation or a corporation
The Seal - The common seal of the Society
The Society - The above-named Society
The United Kingdom - Great Britain and Northern Ireland
Writing - Any mode of representing or reproducing words on paper in a visible form
Year - Calendar year
2 In these Articles the expression "Secretary" shall include any person appointed by the Council to perform the duties of the Secretary and whether as an honorary or paid officer of the Society
The expression "member" shall include any person admitted to any grade of membership of the Society
Words importing the singular number only shall include the plural number, and vice versa, and
Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these Articles become binding on the Society shall, if not inconsistent with the subject or context, bear the same respective meanings in these Articles
3. The provisions of sections 352 and 353 of the Act shall be observed by the Society, and every member of the Society shall either sign a written consent to become a member or sign the register of members on becoming a member
MEMBERSHIP OF THE SOCIETY
4. The members of the Society shall be such persons as are already members of the Society at the date of the adoption of these Articles and such other persons as the Council shall admit to membership in their absolute discretion
5. Every member shall to the best of such members ability further the objects, interest and influence of the Society and shall observe all the regulations of the Society and all bye-laws validity made pursuant to the powers in that behalf in these Articles and for the time being in force
6. Any member who shall fail to observe any of the regulations or bye-laws of the Society (so far as the same may properly be enforceable) may be excluded from the Society by a resolution of the Council in accordance with the following procedure:
6.1 A meeting of the Council shall be convened for the purpose of excluding such member
6.2 Seven clear days' notice shall be sent to such member of the Council meeting and such member may attend the meeting (or in the case of a member which is corporation an authorised representative may attend the meeting) and be heard , but save as aforesaid such member shall not be present at the voting or take part in the proceedings otherwise than as the Council allows
6.3 Not less than nine members of the Council shall be present at the meeting a majority of at least two-thirds of whom shall have voted in favour of the resolution to exclude such member
6.4 A member excluded from the Society by such meeting for a reason other than failure to pay a sum or sums due to the Society may within seven days following receipt of notice of exclusion give notice to the Council of intention to appeal from the decision of the Council to a General Meeting of the Society which shall thereafter be convened by the Council as soon as reasonably practicable
6.5 Such last mentioned General Meeting shall have power to approve the exclusion or to annul the exclusion or to annul it subject to the performance of any conditions which the meeting may think fit to impose
6.6 A member so excluded shall have no claim to a return of the money paid to the Society on entry as a member thereof, or by way of annual or other voluntary contribution as the case may be and shall cease to be a member of the Society
7 A member may resign as a member by notice in writing addressed to the Council, and such resignation shall take effect at the following meeting of the Council. The resigning member shall be subject to all bye-laws, rules and regulations of the Society (so far as the same may properly be enforceable) up to the date when the resignation becomes effective
GENERAL MEETING
8. The Society shall hold a General Meeting in every year as its Annual General Meeting at such time and place as may be determined by the Council, and shall specify the meeting as such in the notices calling it, provided that every such General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting
9. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings
10. Extraordinary General Meetings may be convened on a resolution of Council, and shall be convened on the request in writing of any twenty-five members of the Society addressed to the Secretary or pursuant to a requisition of members in accordance with the provisions of section 368 of the Act
NOTICE OF GENERAL MEETINGS
11. Twenty-one days' notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution, and fourteen days' notice in writing at the least of every other General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the day and the hour of meeting, and in the case of special business, the general nature of that business shall be given in manner hereinafter mentioned to such persons (including the Auditors) as are under these Articles or under the Act entitled to receive such notices from the Society; but with the consent of all the members entitled to attend and vote thereat or of such proportion thereof as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members may think fit
12. The accidental omission to give notice of a meeting to or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any meeting
PROCEEDINGS AT GENERAL MEETINGS
13. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, ad the reports of the Council and of the Auditors, the election of members of the Council in the place of those retiring and the appointment of and the fixing of the remuneration of the Auditors
14. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided, ten voting members personally present shall be a quorum
15. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Council shall appoint, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the holding the meeting the members present shall be a quorum
16. The Chairman (if any) of the Council shall preside as Chairman at every General meeting, but if there be no such Chairman, or if at any meeting the Chairman shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, one of the other Honorary Officers shall preside and if at any meeting none of the Honorary Officers shall be present within fifteen minutes after the time appointed for holding the same, or if none shall be willing to preside the members present shall choose some member of the Council, or if no such member be present, or if all the members of the Council present decline to take the chair, they shall choose some member of the Society who shall be present to preside
17. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or the business to be transferred at any adjourned meeting
18. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is before or upon the declaration of the result of the show of hands demanded by the Chairman or by at least three members present in person or by proxy, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book 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 the resolution
19. If any votes shall be counted which ought not have been counted or might have been rejected, the error shall not vitiate the resolution unless it be pointed out at the same meeting or at any adjournment thereof and not in that case unless it shall in the opinion of the Chairman of the meeting be of sufficient magnitude to vitiate the resolution
20. Subject to the provisions of Article 21, if a poll be demanded in manner aforesaid it shall be taken at such time and place and in such manner as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded
21. No poll shall be demanded on the election of a Chairman of a meeting or on an question of adjournment
22. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote
23. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded
24. At the date of adoption of these Articles members of the grade of Fellow and Member each have one vote which may be given either in person or (on a poll) by proxy. Student Members and Student Bridge Members have no voting rights
25. An instrument appointing a proxy shall be in writing and be signed by the appointor or the appointors attorney duly authorised in writing and be in such form as shall be specified in the bye-laws of the Society for the time being. A proxy shall be a member of the Society. The Council may, but shall not be bound to, require evidence of the authority of any such attorney
25.1 An instrument appointing a proxy and the power of attorney under which it is signed or a notarially certified or office copy thereof must be left at the Office or such other place (if any) as is specified for that purpose in the notice convening the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid
25.2 An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. It need not be witnessed and shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates
25.3 A vote given by proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the instrument of proxy was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Society at the office before the commencement of the meeting or adjourned meeting or poll at which the vote is given
26. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive
COUNCIL OF MANAGEMENT
27 The Council shall consist of elected members Honorary Officers and ex-officio members
ELECTED MEMBERS OF THE COUNCIL
28. The number of elected members of the Council shall not be less than 12 or more than 20 (or more than 21 with effect from the commencement of the Annual General Meeting in 1996)
29. (Subject to the provisions of Article 52) an elected member of the Council shall retire from office at the conclusion of the third Annual General Meeting following the Annual General Meeting at which that member was elected
30 Notwithstanding the provisions of Article 29 four of the members of the Council whose term of office would otherwise have expired at the Annual General Meeting in 1995 shall serve for a further term of one year thereafter. As between the members who are due to retire in 1995 those who are to serve a further term of one year shall in the absence of agreement between them be selected from among them by lot
31 Notwithstanding the provisions of Article 29 three of the members of Council whose term of office would otherwise have expired at the Annual General Meeting in 1996 (excluding those whose term of office has been extended pursuant to Article 30) shall serve a further term of one year thereafter. As between the members who are due to retire in 1996 those who are to serve a further term of one year shall in the absence of agreement between them be selected from among them by lot
32 Neither the appointment of an elected member of Council as an Honorary Officer (pursuant to Article 40) nor the remaining in office of a former Chairman Vice Chairman Honorary Secretary or Honorary Treasurer on expiry of the relevant term of office (pursuant to Article 45) nor the appointment of the Chairman for the time being of any elected Executive Committee of a local or regional Centre of the Society as an ex-officio member of the Council (pursuant to Article 48) shall cause any vacancy in the elected members of the Council. The person so elected, remaining in office or appointed shall cease to be an elected member of the Council on the date when, in accordance with the other provisions of these Articles, the term of office of that member as an elected member of Council shall expire
33 If any member of the Council shall cease to hold that office for any reason prior to the date of expiry of the term for which that member was elected, no election shall take place to fill the vacancy thereby occasioned until the said date of expiry of the term for which that member was elected
34 Save as provided in Article 35, a retiring elected member of the Council shall not be eligible for re-election during the year immediately following that members retirement
35. The Society may, at the meeting at which a member of the Council retires in manner aforesaid, fill up the vacated office by electing a person thereto. In default thereof a retiring member may (notwithstanding the provisions of Article 34) be re-elected unless at such meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-election of such member shall have been put to the meeting and lost
36. No person not being a member of the Council retiring at the meeting shall unless recommended by the Council for election be eligible for election to membership of the Council at the Annual General Meeting in any year, unless by 31 January in that year, there shall have been given to the Secretary notice in writing by any five members duly qualified to be present and vote at the meeting for which such notice is given of their intention to propose such person for election, and also notice in writing, signed by the person to be proposed, of that persons willingness to be elected
37. The Society may from time to time in General Meeting increase or reduce the number of elected members of the Council, and determine in what rotation such increased or reduced number shall go out of office, and may make the appointment necessary for effecting any such increase
38. No person shall be eligible to hold or retain office as an elected member of Council unless that Member is a member of the Society
39 The Council may from time to time and at any time appoint any member of the Society as a member of the Council to fill a casual vacancy amongst the elected members of the Council. Such member shall be appointed for a period which does not exceed the remainder of the term of office of the elected member the vacation of whose office gives rise to the appointment, or, if the vacancy arises because of failure to fill a vacancy at an election at a General Meeting for a period which does not exceed the remainder of the term of office which a person elected at that General Meeting would have served
HONORARY OFFICERS AND EX-OFFICIO MEMBERS OF COUNCIL
40. The Council shall elect such number of Honorary Officers of the Society as may be considered appropriate from time to time including the Chairman and Vice-Chairman and the Honorary Secretary and Honorary Treasurer of the Society (if due for reelection) at the first meeting of the Council after the Annual General Meeting each year
41. Honorary Officers shall hold office (subject to the provisions of Article 52)
41.1 In the case of the Honorary Secretary and the Honorary Treasurer from the date of election until the date of the first meeting of the Council following the third next succeeding Annual General Meeting
41.2 In the case of any other Honorary Officer from the date of election until the date of the first meeting of the Council following the next succeeding Annual General Meeting
42 Honorary Officers shall be eligible for re-election
43 If the Council shall omit to make any such election at the relevant Meeting any later election shall be valid and effective
44. No person who is not a member of the Society shall be qualified to hold office as an Honorary Officer
45 Honorary Officers shall be ex-officio members of the Council and of all Committees of Council and of the Society
46 The Council may from time to time and at any time appoint any member of the Society as a coopted member of the Council. Such member shall be appointed until the next Annual General Meeting. A person may be coopted pursuant to this Article in three successive years but may not be coopted during the following year. There shall not be more than 5 members of the Council coopted pursuant to this Article at any one time
So far as is reasonably practical co-opted members shall be appointed at the first meeting of the Council following the Annual General Meeting in each year
47 Each former Chairman and Vice-Chairman of the Council and Honorary Secretary and Honorary Treasurer of the Society who is not re-elected to that office shall remain an ex-officio member of the Council until the first meeting of the Council after the Annual General Meeting following the date on which each respectively ceased to hold such office
48 The following shall be ex-officio members of the Council:-
48.1 The Chairman of each Standing Committee of the Council
48.2 The Chairman of any elected Executive Committee of a local or regional Centre of the Society. The Chairman of a local or regional Centre shall not be entitled to attend or vote at a meeting of the Council unless prior to such meeting a certified copy of a Resolution of the Executive Committee of the relevant Centre recording the election of such person as Chairman has been produced to the Honorary Secretary
49. The provisions of section 293 of the Act shall not apply to members of the Council
50. The first members of the Council (including ex-officio members) to hold office after the adoption of these Articles shall be those members who were in office as members immediately prior to such adoption
51. In addition and without prejudice to the provisions of sections 303 and 304 of the Act, the Society may by Extraordinary Resolution remove any member of the Council before the expiration of that members period of office, and may by an Ordinary Resolution appoint another qualified member instead; but any person so appointed shall retain office so long only as the member removed would have held the same
DISQUALIFICATION OF MEMBERS OF THE COUNCIL
52. The office of a member of the Council shall be vacated:
52.1 if a receiving order is made against him or her or if he or she makes any arrangement or composition with his or her creditors;
52.2 if he or she becomes of unsound mind;
52.3 if he or she ceases to be a member of the Society;
52.4 if by notice in writing to the Society he or she resigns from office;
52.5 if he or she ceases to hold office by reason of any order made under the Company Directors Disqualification Act 1986
POWERS OF THE COUNCIL
53. The business of the Society shall be managed by the Council, who may exercise all such powers of the Society as are not by the Act or by these Articles required to be exercised by the Society in General Meeting, subject nevertheless to any regulations of these Articles, to the provisions of the Act, and to such regulations (not inconsistent with the aforesaid regulations or provisions) as may be prescribed by the Society in General Meeting, but no regulation so made by the Society shall invalidate any prior act of the Society which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Council by any other Article
54. The Council shall have power from time to time to adopt and make, alter or revoke, bye-laws for the regulation of the Society and otherwise for the furtherance of the purposes for which the Society is established, provided that such bye-laws are not repugnant to the Memorandum or Articles of Association, and do not amount or involve such an alteration of or addition to these Articles as could only lawfully be made by a Special Resolution. All such bye-laws for the time being in force shall be binding upon all members until the same shall cease to have effect as hereinbefore provided. No member shall be absolved from such bye-laws by reason of not having received a copy of the same, or of any alterations or additions thereto, or having otherwise no express notice of them. It is expressly declared that without prejudice to the powers of the Council to make bye-laws on other matters the following shall be deemed to be matters which may be governed by bye-laws within the meaning of this Article, that is to say:
54.1 As to grades of membership of the Society
54.2 As to whether each grade of membership shall confer the right to vote at General Meetings of the Society provided that the Council may not remove the right of any grade of member to vote without the consent of the Society by Ordinary Resolution at a General Meeting
54.3 As to the persons eligible for membership of the Society
54.4 As to the conditions on which persons shall be admitted to membership of the Society
54.5 As to entrance fees (if any) payable in respect of membership of the Society
54.6 As to the annual, quarterly or other subscriptions (if any) payable or contributions to be made by the members of the Society
54.7 As to the rules for the establishment of local centres of the Society and the establishment and termination of such centres
PROCEEDINGS OF THE COUNCIL
55. The Council shall unless otherwise determined by them hold at least one meeting during each quarter of the year and may adjourn and otherwise regulate their meetings as they think fit and in relation thereto
55.1 The Council may (by a resolution of Council approved by not less than two-thirds in number of the elected members of Council for the time being entitled to be present) determine the quorum necessary for the transaction of business. Unless otherwise determined, five elected members shall be a quorum
55.2 Subject to any provisions of the bye-laws relating to the election of applicants for any grade of membership, questions arising at any meeting shall be decided by a majority of votes of the members present. In cases of an equality of votes the Chairman (if any) shall have a second or casting vote.
55.3 All meetings of Council shall be convened by at least one week's previous notice in writing. With each such notice the Secretary shall send an agenda of the business to be discussed at such meetings. No business shall be transacted at such meetings which is not mentioned in such agenda unless in the opinion of the Chairman of the meeting supported by a majority of the meeting it arises directly out of an item of business on the agenda or on the minutes of the last previous meeting or is a matter of urgency
56. The Chairman or any three members of the Council may, and on the request of the Chairman or of any three members if the Council the Secretary shall, at any time, summon a meeting of the Council by notice served upon the several members of Council. A member of the Council who is absent from the United Kingdom shall not be entitled to notice of such meeting
57. The Chairman of the Council shall preside at all meetings of the Council at which he or she shall be present, and one of the Honorary Officers shall preside in absence of the Chairman. If no such Chairman or Honorary Officers shall have been elected, or if at any meeting neither the Chairman nor any Honorary Officer shall be present within 5 minutes after the time appointed for holding the meeting, and be willing to preside, the members of the Council present may choose one of their number to be the Chairman of the meeting
58. A meeting of the Council at which a quorum is present shall be competent to exercise all the authorities, power and discretions by or under the regulations of the Society for the time being vested in the Council generally
59. The Council may delegate any of their powers to committees consisting of such member or members of the Society as they shall think fit, and any committee so formed shall, in the execution of the powers so delegated, conform with any regulations imposed on it by the Council
59.1 The meetings and proceedings of any such committee shall be governed by the provisions of these Articles for regulating the meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the Council as aforesaid
59.2 The Council shall determine which (if any) of such committees shall be Standing Committees of the Council
59.3 So far as is reasonably practicable the Council shall appoint (if it is so desired) the Chairmen of the Standing Committees of the Council at the first meeting of the Council following the annual General Meeting each year
60. All acts bona fide done by any meeting of the Council or any committee of the Council, or by any person acting as a member of the Council, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Council
61. The Council shall cause proper minutes to be made of all appointments of officers made by the Council and of the proceedings of all meetings of the Society and of the Council and of committees of the Council, and all business transacted at such meetings, and any such minutes of any meeting if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall be sufficient evidence without any further proof of the facts therein stated
62. A resolution in writing signed by all the members for the time being of the Council or of any committee of the Council who are duly entitled to receive notice of a meeting of the Council or of such committee shall be as valid and effectual as if it had been passed at a meeting of the Council or of such committee duly convened and constituted
COMPANY SECRETARY
63. The Company Secretary shall be appointed by the Council for such time, at such remuneration (if any) and upon such conditions as they may think fit, and any Company Secretary so appointed may be removed by them
THE SEAL
64. The seal of the Society shall not be affixed to any instrument except by the authority of a resolution of the Council, and in the presence of at least two members of the Council and of the Secretary, and the said members and Secretary shall sign every instrument to which the seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Society such signatures shall be conclusive evidence of the fact that the seal has been properly affixed
ACCOUNTS
65. The Council shall cause proper books of account to be kept with respect to:
65.1 all sums of money received and expended by the Society and the matters in respect of which such receipts and expenditure take place;
65.2 all sales and purchases of goods by the Society; and
65.3 the assets and liabilities of the Society
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of affairs of the Society and to explain its transactions
66. The books of account shall be kept at the office, or, at such other place or places as the Council shall think fit, and shall always be open to the inspection of the members of the Council
67. The Society in General Meeting may from time to time make regulations as to the time and manner of the inspection by the members of the accounts and books of the Society, or any of them, and subject to such regulations the accounts and books of the Society shall not be open to the inspection of members
68. At the Annual General Meeting in every year the Council shall lay before the Society a proper income and expenditure account for the period since the last preceding account made up to a date not more than four months before such meeting together with a proper balance sheet made up as at the same date, and such account and balance sheet shall be accompanied by proper reports of the Council and the Auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than twenty-one calendar days before the date of the meeting be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served.
69. Once at least in every year the accounts of the Society shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors
70. Auditors shall be appointed and their duties regulated in accordance with section 237 of the Act, the members of the Council being treated as the directors mentioned in that section
NOTICES
71. A notice may be served by the Society upon any member either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members
72. Any member described in the register of members by an address not within the United Kingdom, who shall from time to time give the Society an address within the United Kingdom at which notices may be served upon that member, shall be entitled to have notices served at such address, but save as aforesaid and as provided by the Act only those members who are described in the registers of members by an address within the United Kingdom shall be entitled to receive notices from the Society
73. Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter
DISSOLUTION
74. Clause 7 of the Memorandum of Association of the Society relating to the winding up and dissolution of the Society shall have effect as if the provisions thereof were repeated in these Articles
INDEMNITY
1. Subject to the provisions of section 310 of the Act and of clauses 3 and 4 of the Memorandum of Association, every member of the Council, Auditor, Secretary or other officer of the Society shall be entitled to be indemnified by the Society against all costs, charges, losses, expenses and liabilities reasonably incurred by him in the execution and discharge of his duties or in relation thereto
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
CLARENCE TIERNEY
"Netherton"
Coulsdon, Surrey
Doctor in Science
WILLIAM CUTHBERT KEAY
4 Duke Street
Adelphi WC2
Secretary
WILLIAM GEORGE DE WINTON MITCHELL
"Lynton", Newbury
Berks.
Scientist
ALFRED DINSDALE
"Uplands", Kingswood Road
Tadworth, Surrey
Journalist
JOSEPH JAMES DENTON
Chatsworth House
Wellington Square
Hastings, Sussex
Research Engineer
JOHN CAMERON RENNIE
22 Thurlow Road
Hampstead NW3
Chartered Patent Agent
ANGUS KENNEDY
Caledonian Club SW1
Gentleman
DATED the 18th day of June 1930
WITNESS to the above Signatures:
ERNEST PHILLIPS
12 Tenterden Road
Croydon
Civil Servant
WITNESS to the first six signatures
V. BANTOCK REYNOLDS
Coombe Lodge
West Hill SW15
Engineer
WITNESS to Lord Angus Kennedy
MEMORANDUM AND ARTICLES OF ASSOCIATION
of
ROYAL TELEVISION SOCIETY
Company No. 249462
Incorporated the 12 July 1930
Adopted 4 April 1995
THE COMPANIES ACTS 1985 to 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING
A SHARE CAPITAL
Kingsley Napley
Knights Quarter
14 St John's Lane
London EC1M 4AJ
Tel:020 7814 1200
Ref:AS/839
Date:8 August 2003