The name of the Society is the British Sleep Society (hereinafter called the “Society”)
The Society is established to promote knowledge and research in sleep, its disorders and treatment.
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; and
(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 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 member concerned shall have the right to be heard by the Executive Committee before a final decision is made.
5. Honorary Officers
(a) At the General Meeting hereinafter mentioned the members of the Executive Committee on behalf of the Society shall elect a President elect, a Treasurer, a Secretary and such other Honorary Officers as the Society shall from time to time decide.
(b) The President and the Honorary Officers of the Society shall hold office until the conclusion of the 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 Society shall appoint one or more qualified auditors or independent examiners (as required by law) and may determine their remuneration (if any).
6. 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 eight or more than twelve members.
(b) The members of the Committee shall be elected at the General Meeting of the Society in accordance with Clause 8 hereof. The Committee shall ensure that as far as is possible 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 a term of four years.
(d) In addition to the members so elected and to those serving by virtue of Clause 5(a) hereof the Committee may co-opt up to four further members being full members of the Society who shall serve until the conclusion of the next General Meeting after their 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 of the Committee.
(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.
7. Meetings of the Society
(a) General Meetings of the Society shall be held at least once in every two year period. General Meetings shall be held during the biennial Scientific Meeting of the Society or at such time (not being more than 27 months after the holding of the preceding General Meeting) and place as the Committee shall determine. At least 21 days’ notice shall be given in writing in accordance with Clause 14 hereof by the Honorary Secretary to each member of the Society.
(b) At each General Meeting the business shall include the election of Honorary Officers, the election of members to serve on the Committee, the appointment of an auditor or auditors or independent examiner, the consideration of an annual report of the work done by or under the auspices of the Committee and of the annual accounts and the transaction of such other matters as may from time to time be considered necessary by the Committee.
(c) 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 members of the Society, and giving reasons for the request, call a special general meeting of the Society
8. Nominations of Honorary Officers and Committee Members
Only 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 members of the Society in writing and must be in the hands of the Honorary Secretary at least seven days before the General Meeting. Should nominations exceed vacancies, election shall be by ballot.
9. Rules of Procedure at all Meetings
(a) Quorum – The quorum at a meeting of the Society shall be one-tenth of the total 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 other committee shall be one-half of the total membership of the Committee or other 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 of the Committee or other committee as the case may be.
(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 6(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 or independently examined (as required by law) at least once a year by the auditor or auditors or independent examiner appointed at the preceding General Meeting.
(d) A statement of the accounts for the preceding financial years shall be submitted by the Committee to each General Meeting.
(e) A bank account shall be opened in the name of the Society with such bank as the Committee shall from time to time decide. The Committee shall authorise in writing the Honorary Treasurer, the Honorary Secretary and two members of the Committee to sign cheques or transfer money electronically on behalf of the Society. All cheques must be signed by no less than two of the four authorised signatories. Electronic money transfers may be authorised by one of the four signatories.
11. 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).
12. Alterations to the Constitution
Any alterations to this Constitution shall receive the assent of not less than 75% of the members attending the General Meeting for the time being The terms of the proposed alteration shall be included in the notice of the General Meeting at which the alteration is to be considered and voted upon. No alteration shall be made which would have the effect of causing the Society to cease to be a charity at law.
(a) Any notice may be served by the Honorary Secretary on any member either (i) personally (ii) 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 (iii) by facsimile transmission addressed to such member at his or her last known address in the United Kingdom (iv) by email or (v) by text message where a member has supplied a valid email address or mobile telephone number as the case may be and has consented to notices being served in this way)
(b) (i) A notice sent by post shall be deemed to have been received three days after posting.
(ii) A notice sent by facsimile transmission, email or text message shall be deemed to have been received the same day.
If the Committee by a simple majority decides at any time that it is necessary or advisable to dissolve the Society, it shall call a special meeting of all members of the Society 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.