The name of the Society is the British Sleep Society (herein after called the “Society”).
2. Objects and Powers
(a) The Society is established to promote knowledge and research in sleep, its disorders and treatment.
(b) In furtherance of the said objects but not otherwise the Society may:
(i) Employ and pay any person or persons to supervise, organise and carry on the work of the Society and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants.
(ii) Promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof.
(iii) Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses.
(iv) Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.
(v) Promote the said objects by communication to and bringing together in conference representatives of voluntary organisations, Government departments, statutory authorities and individuals.
(vi) Undertake, execute, manage or assist any charitable trusts which may be lawfully undertaken, executed, managed or assisted by the Society.
(vii) Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the said objects.
(viii) Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Society.
(ix) Make regulations for any property which may be so acquired.
(x) Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Society.
(xi) Subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed necessary.
(xii) Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise provided that the Society shall not undertake permanent trading activities in raising funds for the said objects.
(xiii) Invest the moneys of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law.
(xiv) Do all such other lawful things as are necessary for the attainment of the said objects.
(a) Membership of the Society shall be open to individuals who are interested in furthering the work of the Society and have paid the annual subscription as laid down from time to time by the Executive Committee hereinafter mentioned.
(b) The said Executive Committee shall have the right:
(i) To approve or reject applications for membership, and
(ii) For good and sufficient reason to terminate the membership of any individual provided that the individual member concerned shall have the right to be heard by the said Executive Committee before a final decision is made.
4. Honorary Officers
(a) At the Annual General Meeting hereinafter mentioned the Society shall elect a Chairman, a Chairman elect, a Treasurer, a Secretary and such other Honorary Officers as the Society shall from time to time decide.
(b) The Chairman and the Honorary Officers of the Society shall hold office until the conclusion of the Annual General Meeting of the Society next after their election but shall be eligible for re-election provided that no Honorary Officer shall hold office for more than four consecutive years. On expiration of such period, four further years must elapse before any former Honorary Officer shall be eligible for re-election.
(c) The Chairman and the Honorary Officers shall be ex officio members of the Society, the said Executive Committee and of any other committee.
(d) The Society shall appoint one or more qualified auditors and may determine their remuneration (if any).
5. Executive Committee
(a) Subject as hereinafter mentioned the policy and general management of the affairs of the Society shall be directed by an Executive Committee (hereinafter called “the Committee”) which shall meet not less than once a year and when complete shall consist of not less than six or more than ten members.
(b) The members of the Committee shall be elected at the Annual general Meeting of the Society in accordance with Clause 7 hereof. The Committee shall ensure that as far as is possible that the scientific interests of the members of the Committee reflect those of the members of the Society.
(c) Election to the Committee shall be for three years. One-third of the membership shall retire annually but shall be eligible for re-election provided that no member shall serve for more than six consecutive years, the members so to retire being those who have been longest in office since the last election but not reckoning ex officio members. As between members who have been in office the same length of time, those due to retire shall be chosen by lot.
(d) In addition to the members so elected and to those serving by virtue of Clause 4(c) hereof the Committee may co-opt up to three further members being full members of the Society who shall serve until the conclusion of the next Annual General Meeting after individual co-option provided that the number of co-opted members shall not exceed one-third of the total membership of the Committee at the time of co-option. Co-opted members shall be entitled to vote at meetings of the Committee.
(e) The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
(f) The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special and standing committees shall be reported back to the Committee as soon as possible.
6. Meetings of the Society
(a) The First General Meeting of the Society shall be held not later than the 1st October 1991, and once in each year thereafter an Annual General Meeting shall be held during the Annual Scientific Meeting or at such time (not being more than 27 months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. At least 21 days’ notice shall be given in writing by the Honorary Secretary to each member. At such Annual General Meeting the business shall include the election of Honorary officers; the election of full members to serve on the Committee; the appointment of an auditor or auditors; the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited accounts; and the transaction of such other matters as may from time to time be necessary.
(b) The Committee may at any time at their discretion and the Honorary Secretary shall within 21 days of receiving a written request so to do, signed by not less than 25 full members, and giving reasons for the request, call a Special general Meeting of the Society.
7. Nominations of Honorary Officers and Committee Members
Only full members of the Society shall be eligible to serve as Honorary Officers or members of the Committee. Nominations for Honorary Officers or members of the Committee must be made by full members of the Society in writing and must be in the hands of the Honorary Secretary at least seven days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.
8. Rules of Procedure at all Meetings
(a) Quorum The quorum at a meeting of the Society shall be one-tenth of the total actual membership of the Society for the time being or such other number as the Society may in General Meeting from time to time determine. The quorum at a meeting of the Committee or any committee shall be one-half of the total actual membership of the Committee or committee (as the case may be) or such other number as the Society may in General Meeting from time to time determine.
(b) Voting Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
(c) Minutes Minute books shall be kept by the Committee and all other committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions.
(d) Standing Orders and Rules The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Society. Such Standing Orders and/or Rules shall come into operation immediately provided always that they shall be subject to review by the Society in General Meeting and shall not be inconsistent with the provisions of this Constitution.
(a) All moneys raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Society or the repayment of members of the Committee or of any committee appointed under Clause 5(f) hereof of reasonable out-of-pocket expenses.
(b) The Honorary Treasurer shall keep proper accounts of the finances of the Society.
(c) The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting.
(d) An audited statement of the accounts for the last financial year shall be submitted by the Committee to the Annual general Meeting as aforesaid.
(e) A bank account shall be opened in the name of the Society with Barclay’s Bank PLC., of , or with such other bank as the Committee shall from time to time decide. The Committee shall authorise in writing the Treasurer, the Honorary Secretary of the Society and two members of the Committee to sign cheques on behalf of the Society. All cheques must be signed by no less than two of the four authorised signatories.
10. Trust property
The title to all real or personal property which may be acquired by or on behalf of the Society shall be vested in a corporation lawfully entitled to act as Custodian Trustee or in not less than four or more than eight individual persons (not being members of the Committee).
11. Alterations to the Constitution
Any alterations of this Constitution shall receive the assent of not less than one-fourth of the full membership of the Society for the time being and voting at a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the Honorary Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be proposed. At least 14 clear days’ notice in writing of such a meeting, setting forth the terms of the alteration, shall be sent by the General Secretary to each member of the Society PROVIDED THAT no alteration shall be made which would have the effect of causing the Society to cease to be a Charity at law.
If the Committee by a simple majority decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Society, it shall call a meeting of all members of the Society who have the power to vote, of which meeting not less than 21 days’ notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a simple majority of those present and voting at such meeting the Committee shall have power to dispose of any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the Committee may determine.
Any notice may be served by the Honorary Secretary on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom or by facsimile transmission addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within ten days of posting or transmission as appropriate.
For the interpretation of this Constitution, the Interpretation Act, 1978, shall apply as it applies to the interpretation of an Act of Parliament.