Anglo-Finnish Society rules (from 21.04.2016)

1 Name

The name of the society shall be “THE ANGLO-FINNISH SOCIETY”
(“the Society”).

2 Objects

2.1

 

 

The Society shall be non-political, non-sectarian and non-commercial.

Its objects shall be:

2.1.1   to foster knowledge of the peoples of Finland and the United Kingdom and

2.1.2   to develop appreciation of their cultures and heritage and

2.1.3   to further their mutual friendship and understanding.

2.2 To achieve these objects the Society may:

2.2.1   arrange talks, concerts, conferences and other functions or activities;

2.2.2   print and publish appropriate materials;

2.2.3   collect and administer funds for cultural, charitable or educational purposes.

3 Membership

3.1 General Members

3.1.1    Individuals, firms or corporations wishing to become members of the Society shall apply in writing or electronically to the Honorary Secretary of the Society.  Subject to Rule 5.4 applicants shall be accepted as members after they have paid a full year’s subscription

3.1.2    Each firm or corporation that becomes a member shall be entitled to one vote

only at any General Meeting of the Society, but may nominate two persons to
act as its representatives at such meetings.

 
    3.2 Honorary members

3.2.1    The Honorary President of the Society shall be the Finnish Ambassador accredited to the Court of St. James’s.

3.2.2    The President of the Society shall be elected by the Council

3.2.3    Prominent persons may be invited by the Council to act as Patrons of the Society.

The Honorary President, the President and the Patrons shall all be Honorary members of the Society

3.2.4   At a General Meeting, the Society may elect, on the recommendation of the Council, additional Honorary members of the Society.  Honorary members shall
be entitled to vote at General Meetings of the Society if at the time of their election they were subscribing members of the Society.

4 Subscriptions

4.1 The Council shall determine the categories and amounts of subscription to be paid by members, subject to approval at a General Meeting of the Society.
4.2 The annual subscription shall be payable in advance on the 1st of January.

5 Termination of membership

A member shall cease to be a member of the Society if the member:
5.1 dies or, being a firm or corporation, ceases to exist;
5.2 gives written or electronic notice of resignation to the Honorary Secretary;
5.3 fails to pay in full any subscription within three months after it has become due;
5.4 is deemed by at least 75% of the Council to have been guilty of behaviour inconsistent with membership of the Society, PROVIDED THAT

5.4.1    the member shall have been given at least 21 days’ notice in writing of the meeting of the Council at which the resolution to terminate his or her membership is to be proposed, and the reasons for its proposal, and

5.4.2    the member, or the member’s representative (not necessarily a member of the Society), shall have been allowed to make representations at such Council meeting before the Council takes a vote on whether or not to terminate his or her membership of the Society.

6 Management of the Society

6.1 The Officers of the Society shall consist of the Chairman, a Vice-Chairman, an Honorary Secretary and an Honorary Treasurer who shall be elected by the Society at the Annual General Meeting (“AGM” ).
6.2 The business of the Society shall be managed by a Council consisting of the Officers and not less than six nor more than eight other members (collectively the “Councillors” of the Society) who shall be elected by the Society at the AGM.
6.3 The Council shall have the power to co-opt any member of the Society to be a Councillor or an Officer, either to fill a vacancy or as an additional member, provided that the total number of Councillors shall not exceed the maximum number compliant with rule 6.2. Any member so appointed shall hold office only until the next AGM but shall then be eligible for re-election.
6.4 The Council may appoint representatives of other appropriate bodies to serve as Councillors in an ex officio capacity.  Such members shall be in addition to the numbers referred to in 6.2 above and shall NOT have the right to vote at meetings of the Council. The President and the Honorary President shall be ex officio Councillors.
 
6.5 Terms of Office
In this Rule 6.5 a “year” shall be interpreted as the period from one AGM to the next

AGM.

6.5.1     Officers shall hold office for three years and then shall be eligible for re-election for a further term of three years.

6.5.2    After serving for six years, the Chairman and Vice-Chairman shall stand down for at least a year before seeking re-election but the Honorary Treasurer and the Honorary Secretary may submit themselves annually for re-appointment at the AGM. If either of them is not re-appointed, he or she may continue to act in the relevant capacity until the Council is able to appoint a replacement, who shall hold office until the next AGM and shall then be eligible for election by members of the Society.

6.5.3    Councillors who are neither Officers nor ex officio members shall serve for three years and then shall be eligible for re-election for a further term of three years. After serving for six years they must stand down for at least a year before seeking re-election.

6.5.4    If, following the standing down of an Officer or a Councillor pursuant to Rules 6.5.2 or 6.5.3, the number of Councillors would fall below the minimum required under Rule 6.2, and if no members have been nominated for election, the Society may resolve at the AGM to extend by one year the period of office of one or more Councillors.

6.5.5    The reappointment of ex officio Councillors appointed under Rule 6.4 shall be considered annually by the Council at its first meeting following an AGM

6.5.6    No person shall be a Councillor for more than 12 years unless approved by a 75% majority of members present or voting by proxy at an AGM

6.5.7    The President shall hold office for three years and shall then be eligible for re-election by the Council for one further term of three years.

6.6 Membership of the Council shall cease if the Councillor:
6.6.1    gives written or electronic notice of resignation to the Honorary Secretary;

6.6.2    is not re-elected or has been required to stand down under Rule 6.5.2 or 6.5.3

6.6.3    fails to attend at least one Council meeting during the period from the end of one AGM until the next one;

6.6.4   dies or becomes incapable, because of any illness or injury, of managing and administering his or her own affairs or has been convicted of a serious criminal offence or has an unspent conviction for an offence involving dishonesty or deception;

6.6.5    having been appointed under rule 6.4, ceases to be a member of the relevant body or that body ceases to exist.

6.7 Transitional provisions
The following procedure shall be followed for the transition between the previous rules of the Society, whereby one-third of the Council members retired at each AGM by rotation, and the new provisions in 6.5 above.
6.7.1   At the first AGM following the passing and adoption of these Rules, resolutions shall be proposed to confirm the continuation in office of the Officers in their respective positions until they are eligible for re-election under Rule 6.7.2.

6.7.2   At the first three AGMs following the passing and adoption of these Rules, all Councillors, including Officers, shall be deemed to have served their first period of three years in office and shall be eligible for re-election for a further period of three years in the year when, under the old rules, they would have retired by rotation.

This Rule 6.7 shall lapse and cease to be of effect from the end of the third AGM following the adoption of these Rules.

7 Council procedures

7.1 The Council shall meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit.
7.2 Meetings of the Council shall be convened by notice sent by post or electronically to all Councillors
7.3 The quorum necessary for the transaction of business at a Council meeting shall be five Councillors, at least one of whom shall be an Officer of the Society.
7.4 Unless otherwise provided in these Rules, decisions required at any Council meeting shall be decided by a simple majority of votes. In the event of an equality of votes, the Chairman of the meeting shall have a casting vote.
7.5 The Council may appoint sub-committees and delegate reasonable powers to them.

8 General Meetings of the Society

8.1 Not less than 21 days’ notice shall be given of to all members of the Society of the intention to hold a General Meeting of the Society. The business at a General Meeting shall be limited to that provided by these Rules and any further matters set out in the Notice convening the meeting.  In the event that the chairman of the meeting permits discussion of other matters, no resolution shall be proposed or passed in respect thereof.
8.2 Each subscribing member shall have one vote for each resolution proposed at General Meetings. Votes may be made either in person or by proxy.  The proxy shall be a member of the Society and must be appointed in writing.  The communication appointing a proxy must be delivered by hand, post or electronically to the address stated in the Notice of the Meeting, to arrive not less than forty-eight hours before the time for holding the meeting at which it is to be used.
8.3 An AGM shall be held within the first four months of every year.  It shall be presided over by the President or the Chairman, or, in their absence, by a member elected at the Meeting.   Fifteen members shall form a quorum at an AGM.
8.4 The business of the AGM shall be:
8.4.1    the election of Officers and other members of the Council by secret ballot, unless otherwise determined by the majority of those attending the meeting;

8.4.2    the election (if desired by the Council) of an Independent Examiner who shall NOT be a member of Council;

8.4.3    the reception of the Annual Report of the Honorary Secretary;

8.4.4    the approval of accounts submitted by the Council;

8.4.5    the disposal of other business introduced by the Council, and of any other matter which these rules permit;

8.4.6    the consideration of any resolutions submitted by members of the Society, provided that written notice of such resolutions, seconded in writing and signed by two other subscribing members of the Society, shall have been sent to the Honorary Secretary by the end of the calendar year prior to the AGM or six weeks before the date of the AGM, whichever is the later.

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8.5 Any member wishing to propose another as an Officer or Councillor shall give notice to the Honorary Secretary in writing not later than fourteen days before the meeting at which the proposal is to be made, giving brief particulars of the candidate. The notice must be seconded and signed by a subscribing member of the Society and must be countersigned by the candidate, confirming his or her willingness to serve.
8.6 Special General Meetings of the Society may be convened at any time by the Honorary Secretary on the requisition of either the President, or at least five members of Council, or fifteen members of the Society.  The requisition and the notice of meeting shall state the objects of the meeting; no other business shall be entertained.  A Special General Meeting shall be held not later than six weeks after service of the requisition. Twenty members shall form a quorum.

9 Financial management

9.1 The Council shall ensure that:

9.1.1   any cheques or other payments to be made by the Society shall require the signature or authorisation of TWO Officers of the Society, such signatories to be nominated by the Council;

9.1.2    records are kept of money received and expended by the Society, and the reasons for those transactions;

9.1.3    records are kept of the assets and liabilities of the Society;

9.1.4    an Income and Expenditure Account is prepared for each calendar year, with a Balance Sheet as at 31st December;

9.1.5    the Accounts and Independent Examiner’s Report (if any) will conform to “best practice” as appropriate to the legal status of the Society.

9.2 A copy of the Accounts, with the Independent Examiner’s report (if any), shall be presented to members at the AGM.   Any member not attending the AGM shall be entitled to a copy of the accounts on application to the Honorary Secretary.
9.3 The Council may fill any casual vacancy in the office of Independent Examiner.

10 Notices

10.1 The Council or the Honorary Secretary may serve a Notice on any member of the Society, either personally, or electronically, or by post addressed to the member’s address registered at the Society.
10.2 A Notice sent by post shall be deemed to have been received three days after it was posted, sufficient proof being that the envelope containing the Notice was properly addressed and posted.
10.3 A Notice served electronically shall be deemed to have been served instantly upon proof of its transmission.

11 Amendment of rules

The Council may repeal, amend or add to any of these rules, subject to approval at a General Meeting of the Society by at least 75% of the members entitled to vote in accordance with Rule 8.2, PROVIDED ALWAYS that if the Society has become registered as a charity no amendment shall be made which would have the effect of causing the Society to cease to be a charity at law.

12 Dissolution

12.1 If a resolution to dissolve the Society is passed at a General Meeting by 75% of the members present or voting by proxy, the Councillors shall be responsible for winding up the Society’s affairs.

 

12.2 The Society’s surplus funds, property and assets shall be used for the objects of the Society, either directly or by transfer to any one or more charities or other organisations with objectives the same as or similar to those of the Society.
12.3 The Society will cease to exist after the disposal of the funds.