Constitution


THE ECCLESIASTICAL LAW SOCIETY
A Registered Charity: number 296553

Constitution of the Ecclesiastical Law Society

As adopted at the Society’s annual general meeting (AGM) at Leeds on 10 April 2011; subject to amendments (in articles 5, 6 and 17) adopted at the AGM at Cambridge on 3 March 2012

  1. Name and object of the Society
    1. The name of the Society shall be `The Ecclesiastical Law Society’.
    2. The Object of the Society is to promote education in ecclesiastical law for the benefit of the public, including in particular
      1. the clergy and laity of the Church of England and
      2. those who may hold authority or judicial office in, or practice in the ecclesiastical courts of the Church of England.
    3.  In furthering that object, the Society may in particular:
      1. publish a Journal and other publications;
      2. hold conferences, seminars and lectures;
      3. establish and maintain working groups to carry out research into, discuss and report on topics of relevance; and
      4. co-operate with those in other Christian organisations and denominations engaged in pursuing that and similar objects.
  2. Members
    1. Any person interested in promoting the object of the Society shall be admitted to membership on making due application to the Secretary.
    2. The Secretary may admit the applicant to membership without further ado or may refer the application to the Committee. The Committee shall have an absolute discretion whether to allow or refuse any application so referred, or to seek further information.
    3. The Committee may admit distinguished persons to honorary membership. An honorary member may attend and speak but not vote at meetings of the Society.
    4. An annual subscription shall be paid by or on behalf of every member other than an honorary member. The subscription shall be of such an amount and payable on such a day and in such a manner as the Committee may from time to time determine.
    5. A person once admitted to membership shall continue a member unless or until his or her membership comes to an end in accordance with article 12.
  3. The Patrons
    1. The Patrons of the Society shall be the Archbishops of Canterbury, York, Wales, Armagh and Dublin, and the Primus of the Episcopal Church in Scotland.
    2. The Patrons shall be entitled to attend and speak at meetings of the Committee.
  4. The President
    1. The Society shall have a president, who shall be elected for a term of five years, at the end of which he or she may be re-elected for a further term.
    2. The President shall undertake the functions conferred upon him or her under this Constitution, and may additionally be invited by the Committee to undertake other functions on behalf of the Society.
    3. The President shall be entitled to attend and speak but not vote at any general meeting of the Society, and any meeting of the Committee or of any sub-committee or working group.
    4. The President shall be entitled to appoint in his or her stead a representative to attend a general meeting, or a particular meeting of the Committee or of any sub-committee or working group, or to attend all or any such meetings until he or she gives further notice.
  5. The Elected Officers
    1. The Society shall have a Chairman, a Vice-Chairman, a Secretary, a Deputy Secretary and a Treasurer, elected from amongst the membership of the Society for a term of one year. These five officers are collectively referred to in this Constitution as “the Elected Officers”.
    2. A person may hold office as one of the Elected Officers for six successive years. After the sixth such year, he or she may not seek election to any of those offices for a period of three years.
    3. The Elected Officers shall each be proposed and seconded by members of the Society from among those members and shall be elected by a vote amongst those members present and voting at each annual general meeting, to be carried out in such manner as may be directed by the Secretary holding office immediately prior to the meeting.
    4. Where one of the Elected Officers dies or is unable or unwilling to continue in office, the resulting vacancy shall be filled by a member of the Society appointed by the Committee. A person so appointed shall hold office until the following annual general meeting.
  6. The Committee
    1. There shall be a Committee, responsible for:
      1. the policy of the Society; and
      2. its general management and day-to-day running, subject to any resolution passed by a general meeting of the Society in accordance with article 12.6 below.
    2. In carrying out its role, the Committee shall in particular:
      1. appoint co-opted members to the Committee as and when required, in accordance with this article;
      2. consider the appointment of one or more other officers, in accordance with article 8;
      3. make arrangements to ensure the production of a journal on behalf of the Society, in accordance with article 9.
    3. The Committee shall consist of:
      1. the Elected Officers,
      2. up to nine other members of the Society, elected in accordance with article 6.4,
        and
      3. such other members of the Society (if any) as may be co-opted by the Committee in accordance with article 6.7.
    4. Any member of the Society who wishes to be elected as a member of the Committee shall be proposed and seconded by members of the Society and elected by a vote amongst those members present and voting at each annual general meeting, to be carried out in such manner as may be directed by the Secretary holding office immediately prior to the meeting.
    5. Where a member of the Committee elected in accordance with article 6.4 dies or is unable or unwilling to continue as such, the resulting vacancy may be filled by a member of the Society appointed by the Committee. A person so appointed shall hold office until the following annual general meeting.
    6. Each of the members of the Committee elected in accordance with article 6.4 shall serve for a term of three years, and may be elected for three successive terms. After the third such term, he or she may not seek re-election as an elected member of the Committee for a period of three years.
    7. The Committee may at any time appoint one or more members of the Society to serve as co-opted members of the Committee, for a term of not more than two years. In appointing co-opted members, the Committee shall have regard to the desirability of ensuring that there is on the Committee a diocesan chancellor, an archdeacon, a diocesan registrar, a barrister or solicitor, a bishop, a member of or advisor to one of the national church institutions, and a holder of a relevant academic appointment, a parish priest and an elected member of the General Synod.
    8. The total number of members of the Committee, including the Elected Officers, shall not exceed seventeen.
    9. No person shall be a member of the committee, in whatever capacity, for a total of more than twelve years; and after the end of such a period of membership, he or she shall not be eligible for election or appointment to the Committee in any capacity for a period of three years.
    10. No member of the Committee other than the Editor of the Journal shall receive from the Society any remuneration or benefit in money or money’s worth.
  7. Business of the Committee
    1. The Committee shall meet not less than twice during the period between any two successive annual general meetings of the Society, at such times and in such places as the Chairman shall direct.
    2. If the Chairman is unable or unwilling to act in relation to any matter, the other members of the Committee shall appoint one of their number to act in his or her place.
    3. Unless impracticable for some urgent cause, notice of any meeting of the Committee, with particulars of the business to be transacted, shall be sent to the president and to each member of the Committee by hard copy or electronically at the address most recently communicated to the Secretary, so as to arrive in the normal course of business at least one week before the date of the meeting.
    4. A quorum of the Committee shall be four members including one of the Elected Officers.
    5. Business at a meeting of the Committee shall be transacted on the basis of a majority vote of so many members of the Committee as are in attendance, with the chairman of the meeting having a casting vote in the event of a tie.
    6. Between meetings of the Committee held in accordance with the preceding provisions of this article, a decision of the Committee may be made by a majority of members of the Committee indicating in writing or by email their assent to a report circulated by the Secretary in writing or by email.
  8. Appointed Officers
    1. The Committee may appoint one or more members of the Society to be an officer. Such appointment shall be for a term not exceeding three years, and may be renewed on the expiry of each term of office.
    2. At the time when it decides to appoint or renew the appointment of an officer under this article, the Committee shall decide on the terms of his or her appointment, including as to hours and remuneration.
    3. The Committee shall reimburse an officer appointed under this article with expenses properly incurred on behalf of the Society, on being presented with a duly substantiated claim.
    4. An officer appointed under this article may attend and speak at meetings of the Committee, save during any discussion on the terms of his or her appointment or the performance of his or her duties, and shall attend when required by the Committee. Such an officer may not vote at a meeting of the Committee.
    5. Following consultation with the Chairman, an officer appointed under this article may appoint an advisory panel to assist him or her in the organisation of a conference or other event, or in the carrying out of any other task assigned to him or her by the Committee, provided that a majority of the members of any such advisory panel shall be members of the society.
  9. The Journal
    1. The Committee shall make arrangements for the publication of a journal on behalf of the Society at least twice a year.
    2. The Committee shall, at its first meeting after each annual general meeting, appoint a member of the Society to be Editor of the Journal.
    3. That person, if not already a member of the Committee, may attend and speak at meetings of the Committee, save during any discussion on the terms of his or her appointment or the performance of his or her duties, and shall attend when required by the Committee, but may not vote at meetings.
    4. Following consultation with the chairman, the Editor shall appoint an editorial board to assist him or her in the production of the Journal, provided that a majority of the members of the editorial board shall be members of the society.
    5. If a complaint is made to the Committee that the Editor has publicly maintained opinions, or acted in a manner, inimical to or inconsistent with the attainment of the Society’s object, the Committee may temporarily suspend the appointment of the Editor as such and require him or her to answer that complaint, and shall do so upon receipt of a written request in that behalf signed by at least fifty members of the Society or, if the total number of members is less than two hundred, by one quarter of the members.
    6. If the Committee, following due consideration of any such complaint and the response of the Editor to it, is not satisfied with that response, it may bring to an end the appointment of the Editor as such, although it shall not do so without first having afforded to the Editor and the complainant an opportunity to be heard by a person who is not a member of the Society, and having had due regard to any recommendation by that person as to the manner in which the complaint be dealt with.
    7. Following the suspension of a person’s appointment as the Editor, that person shall immediately cease to be a member of the Committee; and following the termination of the appointment, that person may not be elected to the Committee for a period of three years.
  10. Sub-committees
    1. The Committee may appoint from time to time one or more sub-committees, under any name or names, to deal with any of its business which the Committee may commit to it or them, either on an ongoing basis or for a specific purpose, provided that no such sub- committee may alter or repeal this Constitution or any of it.
    2. Any such sub-committee shall be chaired by a member of the Committee.
    3. Any such sub-committee may include persons who are not members of the Committee, provided that the majority of its members are members of the Committee.
    4. The minutes of each meeting of such sub-committee, or a report on its activities, shall be received by the Committee at its next meeting.
    5. The Committee may at any time bring to an end any sub-committee appointed under this article.
  11. Working groups
    1. The Committee shall from time to time appoint one or more working groups under any name or names to discuss and report upon topics of relevance to the object of the society.
    2. Any such working group shall include at least one member of the Committee.
    3. No such working group shall publish its deliberations, either to members of the Society or more widely, without the approval in writing of the Committee or, in appropriate cases, the chairman of the Committee.
    4. Each such working group shall submit a written report of its activities to the Committee at least once a year.
    5. The Committee shall keep under review the activities of all such working groups.
    6. The Committee may at any time bring to an end any working group appointed under this article.
  12. General Meetings
    1. The Committee shall convene an annual general meeting of the Society in each year, to be held at such time and in such place as it shall direct.
    2. The Committee may convene a special general meeting at any time, and shall do so upon receipt of a written request in that behalf signed by at least fifty members of the Society or, if the total number of members is less than two hundred, by one quarter of the members.
    3. Unless impracticable for some urgent cause, notice of any general meeting, with particulars of the business to be transacted, shall be sent to the president and to each member of the Society by hard copy or electronically at the address most recently communicated to the secretary, so as to arrive in the normal course of business at least three weeks before the date of the meeting.
    4. The chair at any general meeting shall be taken by the Chairman of the Society, or in his or her absence or incapacity by such other member as the meeting may appoint.
    5. The quorum at a general meeting shall be twenty members or, if the total number of members of the Society is less than thirty, two thirds of the members.
    6. At the annual general meeting:-
      1. the president of the Society shall be elected when required under article 4;
      2. the Elected Officers shall be elected under article 5;
      3. so many members of the Committee as may be required to fill any vacancies shall be elected under article 6; and
      4. the audited or examined accounts of the Society for the preceding financial year shall be submitted for approval.
    7. At all general meetings, the Chairman:-
      1. shall put before the meeting for approval every resolution of which written notice has been given to the secretary at least fourteen days before the date of the meeting; and
      2. may allow discussion on such matters and in such form as he or she in his or her complete discretion shall think fit.
  13. Termination of membership
    1. A member of the Society may resign by giving written notice to the Secretary, at any time and may thereby bring to an end his or her membership.
    2. If a member fails to pay his or her subscription within three months of the date on which it falls due, his or her membership shall automatically come to an end, unless the Committee otherwise resolves.
    3. If a complaint is made to the Committee that a member of the society has publicly maintained opinions, or acted in a manner, inimical to or inconsistent with the attainment of the Society’s object, the Committee may require that member to answer that complaint, and shall do so upon receipt of a written request in that behalf signed by at least fifty members of the Society or, if the total number of members is less than two hundred, by one quarter of the members.
    4. If the Committee, following due consideration of any such complaint and the response of the member to it, is not satisfied with that response, it may bring to an end the membership of the member in question, although it shall not do so without first having afforded to the member and the complainant an opportunity to be heard by a person who is not a member of the Society, and having had due regard to any recommendation by that person as to the manner in which the complaint be dealt with.
  14. Property
    1. All property of the Society shall be in the sole control of the Committee for and on behalf of the Society for the attainment of its object.
    2. The Committee may appoint trustees to hold property for and on behalf of the Society. The officers of the Society, the members of the Committee and such trustees as may be appointed shall be indemnified against risk and expense out of the funds of the Society.
    3. The trustees in carrying out their functions under article 14.2 shall act at the direction of the Committee.
  15. Dissolution
    1. The Society may be dissolved by a resolution passed at a general meeting of the Society, provided that:
    2. notice of any such general meeting, with the terms of the proposed resolution, shall have been sent to the president and to each member of the Society by hard copy or electronically at the address most recently communicated to the secretary, so as to arrive in the normal course of business at least four weeks before the date of the meeting; and
    3. the resolution is approved by at least two thirds of all members voting on it at that meeting.
    4. On the dissolution of the Society, any property held for and on behalf of the Society shall not be divided among the members but shall be applied to such charitable objects being similar to the object of the Society as the members shall have determined at the general meeting.
  16. General provisions
    1. In this Constitution:
    2. the expression “ecclesiastical law” means the ecclesiastical law of the Church of England and the general canon law of the Holy Catholic and Apostolic Church; and
    3. a reference to the Church of England shall be taken to include a reference to any Church in communion with the Church of England.
    4. Subject to the following provisions of this article, this Constitution may be altered by a resolution passed at a general meeting of the Society, provided:
      1. notice of any such general meeting, with the terms of the proposed alterations, shall have been sent to the president and to each member of the Society by hard copy or electronically at the address most recently communicated to the secretary, so as to arrive in the normal course of business at least two weeks before the date of the meeting; and
      2. the resolution is approved by at least two thirds of all members voting on it at that meeting.
    5. No amendment shall be made to this Constitution which would have the effect of causing the Society to cease to be a charity in law.
    6. No amendment shall be made to the object of the Society without the written consent of the Charity Commissioners or the court having first being obtained.
  17. Savings and transitional provisions
    1. This Constitution replaces:
      1. the Constitution and Rules of the Society passed at the annual general meeting held in March 1987, and
      2. the amendments to them made at the annual general meetings held in March 1992, March 1997 and March 2004), which are hereby revoked.
    2. This Constitution shall come into effect from 3 March 2012, subject to the following transitional provisions:
      1. article 4 (the President) shall have effect subject to the present president being entitled to re-election for a single further term when her present term of office expires in 2015;
      2. article 5 (the Elected Officers) shall have effect subject to the present Chairman (first elected in 2002) and the present Treasurer (first elected in 1995) being entitled to re-election in 2012 and in subsequent years in accordance with article 5.2, but on the assumption that each of them was first elected to the office in question in 2009; and
      3. article 6 (the Committee) shall have effect subject to the following:
        1. the number of elected members of the Committee, other than the Elected Officers, shall be eleven from 2012 to 2013, ten from 2013 to 2014, and nine from 2014 in accordance with article 6.3(a);
        2. for the purposes of articles 6.5 and 6.9, any period prior to 2009 during which any person was a member of the Committee, in whatever capacity, shall be disregarded.
        3. the maximum number of members of the Committee, including the Elected Officers, shall be 19 from 2012 to 2013, 18 from 2013 to 2014, and 17 from 2015 in accordance with article 6.8; and the reference to a year being in each case a reference to the date of the annual general meeting held in that year in accordance with article 12.1.
    3. Any matter concerning the Society not provided for by this Constitution may be finally decided by the Committee.
    4. In the absence of bad faith, non-compliance with this Constitution shall not invalidate anything done on behalf of the Society by the officers or the Committee.

3 March 2012, Cambridge

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