Section 6

Council

Election to Council

6.1 Every Fellow has the right to be proposed as a Member of Council and to propose other Fellows to be Members of Council. Council may propose Fellows as members of Council. All Fellows proposed as Members of Council must confirm that no grounds exist for their disqualification.

6.2 Fellows shall be elected to Council for the succeeding year at the Annual General Meeting by a ballot of the Fellows present on a list of candidates. These candidates shall have been nominated previously by means of a postal ballot of Fellows. Fellows may replace one or more names on the list by the names of other Fellows. Council shall establish Regulations for the election procedure to Council.

6.3 On election members of Council shall make a declaration of interests, including those that are potentially conflicting and pecuniary. These interests shall be set out in a register available for public inspection and be renewed annually.

Constitution of Council

6.4 Council shall consist of twenty three members including Officers who shall normally serve a term of three years. Fellows may be re-elected to Council one year after leaving Council. If a member dies in service or resigns then that vacancy can be filled by a ballot of Fellows at a Special General Meeting held for that purpose.

6.5 Council members shall be the Trustees under the terms of the charitable status of the Society and shall inform themselves of their responsibilities, duties and potential liabilities as Trustees under current legislation as amended, and such advice that may be issued by statutory bodies.

6.6 Council may co-opt, with the agreement of a majority of Council members, up to three Fellows who would, for specific purposes, attend Council for periods of no longer than one year. Such co-option shall be notified to all Fellows. Such Fellows shall not have voting rights on Council, nor be members of Council or Trustees.

Meetings of Council

6.7 Council shall meet normally at the Apartments not less than five times during any calendar year, and at such other times required for the proper conduct of the business of the Society. The President, or any three members of Council, may call a meeting of the Council.

6.8 Fellows shall be advised, prior to the Annual General Meeting, of the planned dates and locations of Council meetings for the ensuing year. Fellows shall be advised, as soon as reasonably practicable, of the dates and locations of additional meetings which may be arranged.

6.9 All members of Council shall be summoned to a meeting of Council. Seven members of Council and one Secretary shall form a quorum.

6.10 The President shall chair meetings of Council. In the President's absence the meeting shall be chaired by a Vice-President selected by the President or a member of Council appointed by Council members present.

6.11 The normal method of voting at the Council shall be by show of hands. A ballot shall be taken in cases prescribed by these Bye-laws, by any Regulations, or when required by any member present.

6.12 The decision of the majority of members voting at a meeting shall be the decision of the meeting. The person holding the chair shall have a vote, and an additional casting vote.

6.13 The voting on any matter, except it be one of adjournment or on any question already adjourned, shall on the request of any three members present be adjourned to the next meeting, when the vote shall be taken.

6.14 Minutes of every meeting of Council shall be taken.

6.15 Council may make such standing-orders, consistent with the Charter and Bye-laws, for ensuring the efficient conduct of the meetings of Council and its Committees. The standing-orders currently in force shall be deposited in the Library with Council Minutes for the information of Fellows and staff.

Standing Committees

6.16 Council shall establish and maintain such Standing Committees as are necessary for the proper conduct of business of the Society, and its scientific purposes. Council may delegate such of its powers as it may think fit, including financial matters within a budget agreed by Council, but excluding the making of Regulations, and may give instructions to any such Standing Committee which shall report to Council. The terms of reference of Standing Committees shall be determined by Council.

6.17 A Standing Committee shall be chaired by a member of Council. Council shall determine the membership of all Standing Committees which shall be limited to Fellows. Fellows shall be advised of the terms of reference and membership of all Standing Committees for the succeeding year within three months following the Annual General Meeting.

6.18 Minutes of every meeting of a Standing Committee shall be taken.

Scientific Committees, Temporary Committees and Working Groups

6.19 Council shall appoint Scientific Committees, Temporary Committees and Working Groups of Fellows and others to examine and report on any matters, scientific or otherwise, relating to the objects or concerns of the Society, and may dissolve such Committees.

6.20 Such Committees and Working Groups shall be responsible to Council but, once appointed, may determine the conduct of their own business.

6.21 Fellows shall be notified of the establishment, or dissolution, of a Scientific Committee, Temporary Committee or Working Group.

Powers and Responsibilities of Council

6.22 Council shall make and amend such Regulations, consistent with the Charter, Bye-laws and the charitable status of the Society, as are necessary for the good government of the Society, and the proper management of its concerns. Such Regulations shall be binding on Council, Fellows, Candidate Fellows and staff of the Society. Any new or amended Regulation shall be displayed following its enactment and Fellows shall be notified. A current set of Regulations shall be deposited in the Library with Council Minutes for the information of Fellows and staff. Fellows have the power to vote to over-rule Regulations at a Special General Meeting [9.18 (v)]. A list of Regulations will be attached to the Bye-laws however published.

6.23 Council shall present to the Annual General Meeting an Annual Report on the general concerns of the Society for the preceding year. This Report shall contain but not be limited to

(i) the Annual Accounts which shall be a financial statement showing the income and expenditure for that year and a Balance Sheet with the Auditors' Report;

(ii) a statement showing the value of the Society's funds at the close of that year;

(iii) a detailed estimate of the budget for the probable income and expenditure for the current year;

(iv) a report on the Library, map collection and archives;

(v) reports and financial statements for that year from each Standing Committee, Scientific Committee, Temporary Committee or Working Group, and each Specialist and Regional Group;

(vi) a list of all new Fellows and Candidate Fellows, and Fellows and Candidate Fellows deceased;

(vii) a list of awards made by Council; and

(viii) a list of changes in staff.

A copy of the Report shall be posted to every Fellow at least twenty one days before the date of the Annual General Meeting and shall be made available electronically at the time of posting.

6.24 Council shall

(i) submit to the Annual General Meeting lists of persons nominated by the postal ballot for election as members of Council and Officers for the ensuing year [6.2];

(ii) appoint a Banker to the Society to whom all sums of money received for the use of the Society shall be paid: no money shall be drawn from the said Banker but by instructions of Council, and by methods authorised under current legislation;

(iii) authorise the investment of sums in excess of the probable expenses of the Society;

(iv) adhere as closely as possible to the estimates adopted in the Annual Accounts at the Annual General Meeting [6.23(iii)] and shall not incur expenditure totalling in excess of 10% of the budget unless it has been included in a previous estimate, or has received the approval of a Special General Meeting; and

(v) be responsible, on behalf of Fellows, for the terms and conditions of employment of all staff, including appointment and dismissal, set out in the Staff Handbook [8.3].

6.25 Council shall not (except for the purpose of change of investment) without the unanimous agreement of all twenty three members of Council or, failing that, with the approval of a Special General Meeting convened expressly for taking such matters into consideration

(i) sell or otherwise dispose of (except as is permitted in Bye-law 6.26 (ii) and (iii)) nor mortgage or encumber, the lands, tenements, hereditaments, stocks, securities, libraries, archives or other effects of the Society; or

(ii) borrow money on account of the Society.

6.26 Council may

(i) consult the Fellows by post to obtain the views of Fellows on any matter relating to the government and management of the Society and the views so expressed shall be taken into account by Council, or Fellows assembled at a Special General Meeting, but neither Council nor the Fellows are bound by such expression of views;

(ii) enter into any contract for the purchase or sale of goods and external services on behalf of the Society, and shall have power to alter, vary, enforce, or rescind any such contract, provided that no such contract shall be specified to continue in force for more than three years from its signature, except with the approval of a Special General Meeting;

(iii) exchange, sell, or otherwise dispose of minor-value books, journals, maps, specimens or household effects belonging to the Society, in such manner as may in its opinion be conducive to the advancement of the objects of the Society;

(iv) authorise the presentation of copies of the publications of the Society to other scientific bodies, and to Government Departments and Agencies;

(v) create Specialist and Regional Groups with Constitutions approved by Council; and

(vi) direct the Common Seal of the Society to be affixed to any deed, contract, agreement, or writing, to which the Society is to be a party.