MEMORANDUM AND ARTICLES OF ASSOCIATION of THE BRITISH SCIENCE FICTION ASSOCIATION LIMITED
MEMORANDUM OF ASSOCIATION
1. The name of the Company (hereinafter called "the Association") is "THE BRITISH SCIENCE FICTION ASSOCIATION LIMITED".
2. The Association is registered at Companies House UK, on the register for England and Wales. It will maintain a registered office address within England or Wales.
3. The objects for which the Association is established are:
(A) (i) to promote and encourage the creation, reading, criticism, and dissemination of science fiction and allied arts, across literature and other media; to heighten public knowledge, understanding, appreciation, and enjoyment of it; to educate the public in connection with it; and to generally further the development of science fiction and allied arts, and of the communities surrounding it.
(ii) To assist and encourage persons interested in science fiction to meet and maintain contact; providing liaison and other facilities enabling persons interested in science fiction to meet and discuss science fiction with science fiction creators.
(iii) To stimulate, help and encourage science fiction writers by providing them with facilities or opportunities for learning or improving their knowledge of the nature of science fiction literature; to promote and organise lectures, courses and discussion of, and about the subject of science fiction literature.
(iv) To help and encourage persons interested in science fiction literature, and the public generally, to acquire or improve their knowledge of science fiction literature and to establish and maintain libraries and to publish and print books, pamphlets and articles of science fiction; and to establish and maintain scholarships and provide grants, prizes and financial assistance to students, writers and others with a view to promoting knowledge and writing of science fiction and its scholarly study.
(v) To act as proprietors and operators of such premises and providers of such facilities and amenities as will in any way assist the furtherance of the aims of the Association.
(B) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Association may think necessary or convenient for the promotion of its objects, and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Association.
(C) To sell, let, mortgage, dispose of or turn to account or any of the property or assets of the Association as may be thought expedient with a view to the promotion of its objects.
(D) To undertake and execute any charitable trusts which may lawfully be undertaken by the Association and may be conducive to its objects.
(E) To borrow or raise money for the purposes of the Association on such terms and on such security as may be thought fit.
(F) To invest the moneys of the Association 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.
(G) To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Association or calculated to further its objects.
(H) To do all such other things as are incidental or conducive to the attainment of the above objects or any of them.
Provided that :-
(i) In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
(ii) The Association 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 Association would make it a Trade Union.
(iii) In case the Association shall take or hold any property subject to the jurisdiction UK law, the Association 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 Advisory Board of the Association 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 Advisory Board have been if no incorporation had been effected.
4. The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association 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 Association.
Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any services actually rendered to the Association, 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 Association; but so that no member of the Council of Management, Advisory Board or Appointed Group of the Association shall assume any salaried office of the Association or any office of the Association paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Association to any member of such Council , Advisory Board or Appointed Group, 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 lot to the Association; provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Council of Management, Advisory Board or Appointed Group 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 they may receive in respect of any such payment.
5. The liability of the members is limited.
6. Every member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up while they are a member, or within one year after they cease to be a member, for payment of the debts and liabilities of the Association contracted before they cease to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves, such amount as may be required not exceeding One Pound there remains, after the satisfaction of all its debts and
7. If upon the winding up or dissolution of the Association liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having charitable objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.
THE BRITISH SCIENCE FICTION ASSOCIATION LIMITED.
ARTICLES OF ASSOCIATION
1. In these articles 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 the subject or context.
2. Any person (not being a corporate entity) through their purchase of membership through any fee by whatever means (including by any electronic means approved by the Association) shall be considered to have consented to become a member of the Association and to comply with its Memorandum and Articles of Association.
3. The Association is established for the purposes expressed in the Memorandum of Association.
4. The Association is considered to be an organisation of good standing and repute. Any member of the Association may bring forward a complaint about another member of the Association if they believe their behaviour is unbecoming of a member of the Association. The Council will investigate such a complaint. The Council reserves the right to remove the membership of any member who is deemed to have fallen below the standards expected of a member.
5. Upon admission to membership each person shall pay an admission fee and in the year of admission and each subsequent year a membership fee. The Association is under no obligation to remind any member of any due date.
6. The admission and membership fees shall be at such amounts as the Council shall from time to time determine. The Council may at their discretion admit a person to membership without payment of an admission fee or membership fee.
7. Any member who fails to pay the annual membership fee within three months of the due date will be deemed to have resigned.
8. The Association shall hold a General Meeting in every calendar 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 Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Association holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.
9. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
10. The Council may whenever they think fit convene an Extraordinary General Meeting.
11. The Advisory Board may, with good cause and unanimous assent, convene an Extraordinary General Meeting.
12. 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 Association; but with the consent of all the members having the right to attend and vote thereat, or of such proportion of them 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.
13. Members will be given notice of any General Meeting. Notice will specify the day and hour of the meeting, and the general nature of the business to be conducted. In the case of an Annual General Meeting, members will be given at least three weeks' notice. In the case of an Extraordinary General Meeting, members will be given at least two weeks' notice.
14. Unless such notice has been given, or unless an exception has been agreed by all members permitted to vote at the General Meeting, no General Meeting shall be held. Any meeting which does occur under these circumstances will be held to be an informal gathering, without the power to pass resolutions.
15. The Council shall publish the draft agenda of the meeting two weeks prior to its occurrence. and the Membership Officer of the Council agrees to record any vote on a motion that has been communicated to them 48 hours before the date and time of the meeting.
16. Should a member of the Association wish to add an item to the agenda, this must be communicated to the Chair one week before the date and time of the meeting.
17. The accidental omission to give notice of a meeting, 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.
18. 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, and 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.
19. No actions shall be taken at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided 10 members personally present shall be a quorum. In such circumstances. The presentation of annual accounts, the reports of the Council and its officers may still be submitted but are not considered to be accepted.
20. The Chair of the Council shall preside as Chair at every General Meeting, but if there be no elected Chair, or if at any meeting the Chair is not present within fifteen minutes of the designated time, or is unwilling to preside, the members present may choose another member of the Council, or if no such member be present, or if all the members of the Council present decline to chair the meeting, they may choose another member of the Association who is present to preside.
21. Any General Meeting at which a quorum is present may be adjourned from time to time, and/or from place to place. When the General Meeting recommences, no business shall be transacted except that which might have been transacted by the General Meeting before adjournment. If a General Meeting is adjourned for thirty days or more, at least two weeks’ notice should be given to the membership. If a General Meeting is adjourned for less than thirty days, no notice is necessary.
22. At a General Meeting, the Chair will organise business according to the published agenda. Motions shall be proposed by a member who is present and is not the Chair and be seconded by another member who is not the Chair. It is then open to be passed or objected to. If an objection is raised to a motion, the Chair may call for a poll of all members present.
23. Subject to the provisions of Article 22, polls shall be conducted with a show of hands for, against, and in abstention.
24. No poll shall be demanded in the election of a Chair of a meeting, or on any question of adjournment.
25. In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the meeting shall be entitled to a second or casting vote.
26. 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.
27. Should the motion require it the Chair may elect to conduct the poll as a secret ballot. In such case, voting cards will be issued to all members present.
28. Matters that are not part of the agenda and have been raised as other business at the end of the meeting may not be put to a vote.
VOTES OF MEMBERS
29. Subject as hereinafter provided, every member shall have one vote.
30. No member other than a member duly registered, who has an up to date subscription to the Association in respect of membership, shall be entitled to vote on any question either personally or by prior arrangement through digital means, at any General Meeting.
31. No member who is not present at the Meeting can raise additional motions to be considered for a vote of any type at the Meeting.
32. A digital vote must be sent to the Council’s Membership Officer no less than forty-eight hours before the time given for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. Any vote correctly sent and recorded is valid for purposes of the meeting under any circumstances.
COUNCIL OF MANAGEMENT
33. Until otherwise determined by a General Meeting to revise this article, the number of members of the Council shall not be less than three nor more than eight. At all times it shall endeavour to be of six or more. The Council shall include the Chair, Treasurer, and Membership Officer.
34. From amongst the members of the Council there shall be appointed a Company Secretary who is not the Chair of the Association. The Company Secretary is responsible for ensuring that the Memorandum and Articles of the Association remain compliant with the relevant Companies Act of United Kingdom law. At the time of writing, this is the United Kingdom Companies Act 2006.
35. From amongst the membership there may be nominated and elected members of the Council. Subject to these Articles, members of the Council shall be responsible for the management of the Association’s business, for which purpose they may exercise all the powers of the Association.
36. From amongst the members of the Council there shall be nominated and elected a Treasurer of the Association who is not the Chair of the Association. The Treasurer is responsible for the upkeep of all records that are pertinent to the Association’s financial records and is tasked to deliver a financial report to each Annual General Meeting. The Treasurer shall also be appointed as a Director of the Association’s limited company.
37. From amongst the members of the Council, there shall be nominated and elected a Membership Officer who is not the Chair of the Association or the Treasurer of the Association. The Membership Officer shall be responsible for communication of Association matters to its members. The Membership Officer shall also be appointed as a Director of the Association’s limited company.
38. There can be nominated and appointed a President who holds no other office within the Association. This President shall be of good standing in the community of British Science Fiction.
39. There can be nominated and appointed Vice Presidents who hold no other office within the Association. Any Vice President so nominated shall be of good standing in the community of British Science Fiction.
39A. Regarding the positions mentioned in Article 38 and in Article 39, (i) any nomination shall only be by:
(a) --The Council
(b) --The Appointed Group
(c) --The Advisory Board
(d) --The Directors
(e) --any combination of (a)-(d) above
and (ii) the appointment of any nomination shall be only be via the approval of the members in a vote at any General Meeting.
40. The Council may from time to time and at any time appoint any member of the Association as a member of the Council, either to fill a casual vacancy or by way of addition to the Council, provided that the prescribed maximum be not thereby exceeded. Any member so appointed shall retain their office only until the next Annual General Meeting, but they will be eligible for re-election.
41. No person who is not a member of the Association shall in any circumstances be eligible to hold office as a member of the Council.
42. From amongst the membership there can be nominated and elected Directors of the Association who hold no other elected office within the Association. These Directors shall perform an advisory and support role for the Association and form its Advisory Board. Directors may serve a term of up to five years before being required to step down and be nominated again. These Directors shall also be appointed as a Directors of the Association’s limited company.
POWERS OF THE COUNCIL.
43. The Council manages the day-to-day business of the Association. Subject to these Articles, the Council may exercise the full powers of the Association. The Council will give account for its actions at each General Meeting. The members of the Association may, by special resolution at a General Meeting, direct the Council to take, or refrain from taking, specific actions
44. Should a matter arise where there is a reduction in members of the Council below the minimum number prescribed in the Articles of Association, the Council is empowered to make an appointment to fill such a vacancy. The appointee is required to present themselves at the next General Meeting or Extraordinary General Meeting and be confirmed in their role through the usual business of such a Meeting.
45. From amongst the members of the Association there shall be elected a Chair of the Association. The Chair shall be the first member of the Council of Management – the policy making body of the association and shall serve for a period of up to three years before stepping down.
46. The Chair shall be appointed by the Council for such time, upon such conditions as they may think fit, and any Chair so appointed may be removed by them. This Chair must not also be the Treasurer of the Association, the Membership Officer of the Association or the Company Secretary. The Council may from time to time by resolution appoint an assistant or deputy Chair, and any person so appointed may act in place of the Chair if there be no Chair or no Chair capable of acting. The Chair or any assistant or deputy Chair shall be a member of the Council.
47. The Chair shall serve in post for a maximum of three years. After such time, the Chair must stand down. The Chair can be re-elected for a second term of three years. The Chair may not stand for a third term.
48. The executive authority of the Association shall not be deemed valid unless so affirmed by at least two members of the Council and by the Chair. Signatures of these officers shall be conclusive evidence of the fact that the Association’s authority has been properly executed.
49. The office of a member of the Council or Director of the Association shall be vacated if the appointee:
(A) Has been found to have wrongfully traded.
(B) Has not adhered to filing rules as laid down in the Companies Act 2006 or any such superseding act of United Kingdom law.
(C) Has conducted themselves in a manner unbecoming to the Association,
(D) Has failed to comply with competition law.
(E) Has failed to submit tax returns when required or failed to pay tax owed.
(F) Has been found to have used company monies for personal benefit.
(G) Has failed to send required accounts to Companies House.
(H) Has attempted to deprive creditors with regard to assets.
(I) Has refused to comply with an official receiver or insolvency practitioner.
(J) Has been found to be fraudulent in their dealings.
(K) Is an undischarged bankrupt.
Proceedings under this article shall be decided upon by the Council, the Company Secretary, and the Association Directors. Where needed, a vote may be called, and by a majority a judgement shall be passed.
ROTATION OF MEMBERS OF THE COUNCIL.
50. Positions on the Council shall be held for three years. After three years, the officer must stand down at the next General Meeting. The same person may be nominated and elected to serve a second term in the same position or any other position.
51. The Treasurer and Membership Officer may not stand for a third term in the same position.
52. The Association 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, and in default the retiring member shall, if offering themselves for re-election, be deemed to have been 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.
53. Should a member of the Council retire, a member of the Association can be nominated and elected to fill that post at a General Meeting, provided the meeting is quorate. The retiring officer can be that nominated person, provided they are not standing for a third term in the same post (see Article 50).
54. No person not being a member of the Association shall be eligible for election to the Council.
55. Any member who wishes to stand for election to the Council must give advance notice of their intention to the Membership Officer prior to the General Meeting and be nominated by two other members of the Association at the General Meeting as part of the agenda of business.
56. The Association may from time to time in a General Meeting increase or reduce the number of members of the Council and determine in what rotation such increased or reduced number shall go out of office and may make the appointments necessary for effecting any such increase.
57. In addition and without prejudice, the Association may by Extraordinary Resolution remove any member of the Council before the expiration of their period of office, and may by an Ordinary Resolution appoint another qualified member in their stead; but any person so appointed shall retain their office so long only as the member in whose place they are appointed would have held the same if they had not been removed.
PROCEEDINGS OF THE COUNCIL.
58. The Council may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined three shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chair shall have a second or casting vote.
59. A member of the Council may, and, on the request of a member of the Council, the Chair shall, at any time, summon a meeting of the Council by notice served upon the several members of the Council.
60. A discussion between Council members via electronic communication that results in a decision that exercises the business of the Association shall be considered a meeting and the decisions of such a meeting such be duly recorded.
61. The Chair of the Council shall be entitled to preside at all meetings of the Council at which they shall be present. If no such Chair is elected, or if at any meeting the Chair be not present within five minutes
after the time appointed for holding the meeting and willing to preside, the members of the Council present shall choose one of their number to Chair the meeting.
62. A meeting of the Council at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Association for the time being vested in the Council generally.
63. The Council shall, as required appoint members of the Association to serve in specific roles as officers. Such roles may include responsibility for the Association Awards, or an Association publication. These officers together shall form the Appointed Group.
64. Individuals who are part of the Appointed Group serve under the direction of the Council and may be asked to provide a report to the General Meeting each year that explains their work.
65. Individuals who are part of the Appointed Group will be Members of the Association.
66. The Council reserves the right to remove appointments at any time as required or deemed necessary.
67. All acts bona fide done by any meeting of the Council or of any committee 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.
68. 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 Association 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 Chair of such meeting, or by the Chair of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated. These minutes, including a summary list of actions shall be made available no less than fourteen days before the next General Meeting.
69. 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 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. For the purposes of such resolutions, an exchange of digital correspondence with a recorded summary of agreed resolutions is considered to be a meeting.
70. The Council shall cause proper books of account to be kept with respect to -
(A) all sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place;
(B) all sales and purchases of goods by the Association;
(C) the assets and liabilities of the Association.
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 the affairs of the Association and to explain its transactions.
71. The books of the Association’s accounts shall be kept in compliance with the United Kingdom Companies Act 2006 and shall always be open to the inspection of the members of the Council.
72. A member of the Association may request to see the accounts of the Association by submitting a request to the Treasurer. The Treasurer shall provide the accounts within three months of the request.
73. At the Annual General Meeting in every year the Treasurer of the Council shall lay before the Association a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the Association) made up to a date not more than nine months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Council and (where appropriate) 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 (where appropriate) not less than twenty-one clear 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. The Auditors' report shall be open to inspection and be read before the meeting as required.
74. The Association’s requirements for the performance of an audit shall be those of the Companies Act 2006 including any statutory modification or re-enactment thereof.
75. Auditors shall be appointed as required and their duties regulated in accordance with the Companies Act 2006 including any statutory modification or re-enactment thereof.
76. A notice may be served by the Association upon any member, either personally, by receipted electronic communication, or by sending it through the post in a prepaid letter.
77. All such communication shall be to the member’s provided address upon their registration or re-registration of membership.
78. The Council agrees to abide by the guidance of the United Kingdom’s General Data Protection Regulations (GDPR) with regards to the use, maintenance and disposal of Association membership information.
79. Members of the Association who are not resident in the United Kingdom may nominate a United Kingdom correspondence address which the Association will use for the purposes of communication and which will be considered the same as a residency address for the purposes of notices.
80. Members of the Association who have not provided an address within the United Kingdom shall be notified of Association business through electronic communication.
81. Any notice, if served by post, shall be deemed to have been served within 48 hours of being sent. Proof of postage 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.
82. Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Association shall have effect as if the provisions thereof were repeated in these Articles.