RIP Articles and Memorandum of Association

___________

PRELIMINARY

1. In these Articles:

"the Act"	means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force
"clear days"	in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect
"the Institute"	means The Royal Institute of Philosophy
"month"	means calendar month
"office"	means the registered office of the Institute
"Officers of the Institute"	means the Director, the Editor, the Treasurer and the Secretary of the Institute, and such other officers as the Council may from time to time resolve
"Secretary"	means the Secretary of the Institute or any other person appointed to perform the duties of the Secretary of the Institute, including a joint, assistant or deputy Secretary
"the United Kingdom"	means Great Britain and Northern Ireland
"writing"	includes typing, printing, lithography, photography, and other modes of representing or reproducing words in a visible form, and expressions referring to writings are construed accordingly

Words importing the singular number only include the plural number, and words importing the plural number only include the singular number.

Words including and importing persons include corporations.

Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Institute.

MEMBERS

2. The number of members of the Institute is declared to be unlimited.
   
   
3. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance with these Articles and none others shall be members of the Institute, and shall be entered in the register of members accordingly.
   
   
4. There shall be such classes of members as the Council may from time to time (by bye-law as hereinafter mentioned) determine, but until any such bye-law shall have been passed, all members shall (save as hereinafter provided as to honorary members) be ordinary members.
   
   
5. The qualification of a member shall be the annual payment to the Institute of such sum as the Council may from time to time resolve, such subscription to be payable by the member on election and on the 1st day of April in each year. If at any time the Council shall by bye-law as hereinafter mentioned provide that there shall be any particular class of members, the qualifications of members of that particular class shall be such as may be provided by the bye-law. Any member who has made default for three months in the payment of his/her subscription may be excluded from the Institute or have his/her membership suspended by the Council on such terms and conditions (if any) as the Council shall think fit.
   
   
6. The Council may delegate to the Secretary the right to approve and admit any person to membership provided that no person shall be refused membership unless the Secretary has first consulted with the Council (the Council may at its discretion delegate this power to the Executive Committee).
   
   
7. Where any person desires to be admitted to membership of the Institute he/she must sign and deliver to the Institute an application for admission framed in such terms as the Council shall require.
   
   
8. The privileges of a member shall not be transferable and shall cease at his/her death.
   
   
9. Every member shall be bound to further to the best of his/her ability the objects, interest and influence of the Institute, and shall observe all bye-laws of the Institute made pursuant to the powers on that behalf hereinafter contained.
   
   
10. Any member who shall fail in observance of any of the regulations or bye-laws of the Institute may be excluded from the Institute by resolution of a majority of at least three-fourths of the members of the Council present and voting at a Council Meeting at which not less than twelve members shall be present. Such member shall have seven clear days' notice sent to him/her of the Council Meeting, and he/she may attend the meeting, but shall not be present at the voting, or take part in the proceedings otherwise than as the Council allows. A member excluded from the Institute by such meeting may within seven days next after the notice of his/her exclusion appeal from the decision of the Council to an Extraordinary General Meeting of the Institute, which shall thereupon be convened by the Council.
    
    
11. A member excluded under Article 5 or under Article 10 shall forfeit all claim to a return of any money paid by him/her to the Institute on his/her admission as a member thereof, or by way of annual subscription, and shall cease to be a member of the Institute.
    
    
12. Members of the Institute shall have the right to attend all lectures and classes held under the auspices of the Institute, and to receive all publications of the Institute upon payment of such reasonable sum or sums (if any) as the Council may from time to time direct.
    
    
13. There may be a class or classes of associates of the Institute, who shall not be members of the Institute. The respective qualification of associates of each class shall be such as the Council may by bye-law as hereinafter mentioned determine. Any associate who has made default for three months in the payments of his/her subscription may be deprived of his/her position as associate or suspended by the Council on such conditions (if any) as the Council shall think fit, and on his/her being so deprived his/her name shall be removed from the register of associates accordingly. Upon any associate being admitted to any class of membership and being entered upon the register of members in accordance with Article 3, he/she shall forthwith cease to be an associate and his/her name shall be struck off the register of associates accordingly. A separate register of associates shall be maintained. Such persons, and no others, as shall be duly elected in accordance with any bye-law made under this Article shall be associates and shall be entered on the said register of associates accordingly. No associate shall be entitled to receive notice of, requisition, attend, or vote at any General or other Meeting of the Institute, nor to be a member of the Council. In all other respects, for the purposes of these Articles but not otherwise, the provisions of these Articles (excepting Articles 2, 3, 4 and 5) shall apply to associates as though they were members and shall be binding upon them accordingly.

GENERAL MEETINGS

14. Annual General Meetings shall be held once in each year at such place and on such dates as may be fixed by the Council for the time being but so that not more than fifteen months shall elapse between any two successive meetings.
    
    
15. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
    
    
16. The Council may call an Extraordinary General Meeting whenever it thinks fit.
    
    
17. The Council shall call an Extraordinary General Meeting whenever a requisition in writing, signed by not less than one-tenth in number of the members of the Institute, and stating fully the objects of the meeting, shall be deposited at the office of the Institute. A requisition may consist of several documents in like form each signed by one or more requisitionists.
    
    
18. If the Council within twenty-one days after the deposit of any such requisition does not issue notices calling a meeting in accordance therewith, the requisitionists, or a majority of them, may themselves convene an Extraordinary General Meeting for the business described in the requisition, to be held at such time within three months from the date of such deposit and at such place as they think fit.
    
    
19. All meetings convened by requisitionists under this and the preceding Article shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Council.
    
    
20. An Annual General Meeting and an Extraordinary General Meeting called for the passing of a special resolution shall be called by at least twenty-one clear days' notice. All other Extraordinary General meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if it is so agreed -
    
    
    1. in the case of an Annual General Meeting, by all the members entitled to attend and vote thereat; and
       
       
    2. in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together representing not less than ninety-five per cent of total voting rights at that meeting of all the members.
       
       
21. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

22. Four members entitled to vote upon the business to be transacted shall form a quorum for a General Meeting, and if within half an hour after the time fixed for the commencement of any meeting a quorum has not been constituted or if during the meeting such a quorum ceases to be present the meeting shall stand adjourned to the same day and hour in the following week, or to such other time as the Council may determine.
    
    
23. The chairman (if any) of the Council shall preside as chairman of the meeting, but in the absence of the Chairman the members present at any meeting shall appoint a chairman for that meeting.
    
    
24. Except for any matter determined by the majority of members entitled to vote and voting on a poll conducted by post, every matter shall be determined by the majority of the members present, entitled to vote and voting on the question. The chairman of the meeting shall have a casting vote, whether or not he shall have previously voted on the same question, but no member shall in any other circumstances have more than one vote.
    
    
25. At any General Meeting, unless a poll is demanded, a declaration by the chairman that a resolution has been carried or lost, or carried or not carried by a particular majority, and an entry to that effect in the minute book of the Institute, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded for or against such resolution.
    
    
26. A poll may be demanded in writing upon any question by not less than three members personally present and entitled to vote. The demand for a poll may be withdrawn. A poll may be conducted by post if so demanded in writing on any question other than the election of a chairman or a question of adjournment by not less than six members or by not less than three members of Council present at the meeting.
    
    
27. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll validly demanded on any other question shall be taken in such manner, at such place or by post and either immediately or at such other time as the chairman shall, before the conclusion of the meeting, direct, and a poll to be conducted by post shall be arranged within 14 days of the meeting. The result of such poll shall be deemed to be the resolution of the Institute in General Meeting as at the date of taking the poll.
    
    
28. The demand for 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.
    
    
29. No business shall be transacted at any meeting other than the business specified in the notice summoning the meeting or the business incidental thereto, and no business shall be transacted at any adjourned meeting other than the business which might have been transacted at the original meeting. When a meeting is adjourned for fourteen days or more, at least four clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

MANAGEMENT AND CONTROL

30. The management and control of the business and affairs of the Institute shall be vested in the Council, which shall be composed exclusively of members of the Institute (other than honorary members), and may exercise all the powers, authorities and discretions of the Institute, except only such as under the Act or the Memorandum of Association or these Articles are expressly directed to be exercised by the Institute in General Meeting and subject to any directions given by the Institute by special resolution. The provisions of Clause 4 of the Memorandum shall be duly observed.

CONSTITUTION OF THE COUNCIL

31. Unless and until determined by the Institute in General Meeting the Council shall number not less than 50 nor more than 70.
    
    
32. At every Annual General meeting, one-third of the members of the Council (or, if their number be not a multiple of three, then the number nearest one-third) shall retire, but be eligible for re-election. The members of the Council to retire shall be those who have been longest in office. In case of equality in this respect the members of the Council to retire, unless they agree among themselves, shall be determined by lot. The length of time a member of the council has been in office shall be computed from his last election or appointment. Any casual vacancy among members of the Council may be filled by the Council, but the member appointed to fill the vacancy filled shall only hold office so long as the person in whose place he is appointed would have held office if the vacancy had not occurred.
    
    
33. No person other than a member of the Council retiring by rotation shall be appointed or re-appointed as a member of the Council at any General Meeting unless
    
    
    1. he/she is recommended by the Council; or
       
       
    2. not less than fourteen nor more than thirty-five clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Institute of the intention to propose that person for appointment or re-appointment stating the particulars which would, if he/she were so appointed or re-appointed, be required to be included in the Institute's register of Council members together with notice executed by that person of his/her willingness to be appointed or re-appointed.
       
       
34. Not less than seven nor more than twenty-eight clear days before the date appointed for holding a General Meeting notice shall be given to all who are entitled to receive notice of the meeting of any person (other than a Council member retiring by rotation at the meeting) who is recommended by the Council for appointment or re-appointment as a Council member at the meeting or in respect of whom notice has been duly given to the Institute of the intention to propose him/her at that meeting for appointment or re-appointment as a Council member. The notice shall give the particulars of that person which would if he/she were so appointed or re-appointed, be required to be included in the Institute's register of Council members.
    
    
35. Subject as aforesaid, the Institute may determine the rotation in which any additional members of Council are to retire.
    
    
36. Any member of the Council shall resign from the if -
    
    
    1. he/she ceases to be a Council member by virtue of any provision of the Act or he/she becomes prohibited by law or by the Memorandum of Association or these Articles from being a Council member; or
       
       
    2. he/she becomes bankrupt or makes any arrangement or composition with his/her creditors generally; or
       
       
    3. he/she is, or may be, suffering from mental disorder and either -
       
       
       1. he/she is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, or
          
          
       2. an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his/her detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his/her property or affairs; or
          
          
    4. he/she resigned his/her office by notice to the Institute; or
       
       
    5. he/she shall for more than six consecutive months have been absent without permission of the Council from meetings of the Council held during that period and the Council resolves that he/she be removed from the Council; or
       
       
    6. he/she ceases to be a member of the Institute
       
       
37. The Council shall at its first meeting after the Annual General Meeting in each year appoint from among its number a Chairman and a Vice-Chairman of the Council. The Council may at any time remove such persons from his/her respective office and may at any time appoint from among its number any person who is willing to act to fill a vacancy in such office.

PATRON, PRESIDENT, VICE-PRESIDENTS AND HONORARY MEMBERS

38. The Council shall have power from time to time to elect a President of the Institute and as many Vice-Presidents as the Council may think fit. The President and all the Vice-Presidents shall resign from office at the first Council Meeting after the Annual General Meeting each year but shall be eligible for re-election. If a President or Vice-President is not reappointed, he/she shall retain office until the meeting appoints someone in his/her place, or if it does not do so, until the end of the meeting. A President or Vice-President need not be a member of the Institute but the President shall be a member of the Council ex officio and a Vice-President may attend and speak at any Council Meeting, but he/she shall not vote thereat.
    
    
39. The Council shall have power from time to time to elect a Patron of the Institute and as many honorary members as the Council may think fit. An honorary member may, at the instance of the council, be invited to attend any Council Meeting to advise and assist such meeting in matters of importance or difficulty, but he/she shall not attend unless invited by the Council so to do, and shall not vote at any Council Meeting nor receive notice of or vote at any General Meeting of the Institute.

COUNCIL MEETINGS

40. The members of the Council for the time being may exercise the powers of the Council, notwithstanding any vacancies in the Council.
    
    
41. The Council may meet together, adjourn and otherwise regulate their meetings as they think fit, and may determine the quorum necessary for the transaction of business. Until otherwise determined seven members of Council shall be a quorum at a Council Meeting. The chair shall be taken at every Council Meeting by the Chairman of the Council or in his absence, by the Vice-Chairman, or in the absence of both, by a member of Council chosen by the members of Council present and entitled to vote.
    
    
42. At Council Meetings voting shall only be by show of hands, and, subject as in this Article mentioned, every member of Council present at a Council Meeting shall have one vote provided that no member of council shall vote on any resolution concerning a matter in which he/she has a personal interest. A member of Council shall not be counted in the quorum at a Council Meeting in relation to a resolution on which he/she is not entitled to vote.
    
    
43. Unless a resolution at a Council Meeting be carried by at least two-thirds of the votes cast thereon at such meeting any member of Council present and entitled to vote may, before the close of the meeting, demand that the matter be dealt with by such resolution be referred to an Extraordinary General Meeting of the Institute. In such event, unless such demand be withdrawn, such resolution shall be subject to the decision of such Extraordinary General Meeting, and any action thereon shall be deferred until such Extraordinary General Meeting has been held. The Council shall within fourteen days after the date on which such resolution was passed issue notices calling an Extraordinary General Meeting in accordance therewith.
    
    
44. The Secretary shall, whenever required by the Chairman of the Council, summon a Council Meeting by notice sent to the President and each Vice-President and to each member of Council at his/her last known address in such manner as shall from time to time be prescribed by the Council in the bye-laws.

COMMITTEES

45. The Council may delegate to the Executive Committee all of its powers save such of its powers of appointment (other than the appointment of the Officers) and supervision or relating to its constitution or conduct as is required to exercise the Articles or otherwise. The proceedings of the Executive Committee shall be governed by the Articles regulating the proceedings of the Council so far as they are capable of applying and all acts and proceedings of the Executive Committee must be reported back to the Council as soon as possible.
    
    
46. The Council shall at its first meeting after the Annual General Meeting in each year appoint members of Council to an Executive Committee. The number of members of the Executive Committee shall be not less than ten and not more than twenty-five; the Officers of the Institution shall be ex officio members of the Executive Committee. The Executive Committee may appoint any member of Council who is willing to be a member of the Executive Committee, either to fill a vacancy or as an additional member of the Executive Committee provided that the appointment does not cause the number of members of the Executive Committee to exceed the maximum number fixed by the Articles. Any member of the Executive Committee so appointed shall hold office only until the first Council meeting after the next Annual General Meeting. The Executive Committee shall report annually to the Council. The Executive Committee shall each year appoint from among its number a Chairman of the Executive Committee and may at any time remove him/her from that office and appoint from among its number any person who is willing to act to fill a vacancy in such office.

POWER OF COUNCIL TO MAKE BYE-LAWS

47. The Council shall have power to make, alter or revoke bye-laws for regulating business of the Institute and of the Council prescribing the rights and privileges of members and associates of any class, the mode of election of members and associates and fixing the amount of the annual subscription. Provided always that the bye-laws from time to time in force shall not be inconsistent with the Memorandum of Association or these Articles, and that without a special resolution of the Institute no bye-law shall be made which would amount to such an alteration of or addition to the Articles as could only legally be made by a special resolution.
    
    
48. Notice of any suggested alteration in or addition to the bye-laws shall be given to each member of Council in the notice convening the Council Meeting at which the question is to be considered, and no such alteration or addition shall have force until it has been confirmed by a separate resolution at the Council Meeting next after such alteration shall have been made.

SPECIAL POWERS OF COUNCIL

49. Subject to the provisions of the Memorandum of Association and without prejudice to the general powers conferred in Article 30, and so as not in any way to limit or restrict those powers, and without prejudice to any other powers conferred by these Articles, it is hereby expressly declared that the council shall have the following powers, that is to say, power:-
    
    
    1. to pay all costs, charges and expenses of and incident to the formation and incorporation of the Institute;
       
       
    2. to consider applications for election and to elect members of the Institute;
       
       
    3. to fix from time to time the amount of the annual subscription to be paid by members;
       
       
    4. subject to Clause 4 of the Memorandum of Association to appoint, remove or suspend Officers of the Institute, and such agents and employees for permanent, temporary or special services as the Council may think fit, and to determine their powers and duties and fix their salaries or honoraria;
       
       
    5. to purchase, rent, build, or otherwise provide offices and other premises in the United Kingdom and elsewhere for the business of the Institute;
       
       
    6. to appoint members of the Institute or of the council to represent the Institute on any bodies;
       
       
    7. to make and give receipts, releases and other discharges for moneys payable to the Institute, and for claims and demands of the Institute;
       
       
    8. to determine who shall be entitled to sign on behalf of the Institute bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts, and other documents;
       
       
    9. to enter into all such negotiations, contracts, engagements, and vary and rescind all such contracts and engagements, and execute and do all such acts, deeds and things in the name and on behalf of the Institute as the Council may consider expedient for or in relation to any of the purposes of the Institute;
       
       
    10. to invest the funds of the Institute not required for the immediate purposes of the Institute in such of the stocks funds or securities which are for the time being authorised by statute for the investment of trust funds, as the Council may think fit, and at the discretion of the Council from time to time to vary such investments, and to place any moneys of the Institute upon deposit with the Institute's bankers;
        
        
    11. to appoint any person or persons, whether incorporated or not, to accept and hold in trust for the Institute any property belonging to the Institute, or in which it is interested and to execute and do all such deeds, instruments, acts and things as may be requisite to vest the same in such person or persons, and to remunerate any such persons;
        
        
    12. to borrow or raise money for the purposes of the Institute either with or without security;
        
        
    13. to apply for or oppose the application by others for concessions, rights, charters and legislative Acts and authorisations from any government or authority;
        
        
    14. to found and provide for the constitute of local branches or sections of the Institute within the United Kingdom or elsewhere.
        
        
50. All acts done at any meeting of the Council, or at any meeting of any committee, or by any person acting as a member of Council or Officer of the Institute, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such member of Council or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of Council or to act as aforesaid.

VOTES OF MEMBERS

51. Subject to any special provision made by the Council on the constitution of any special class of members, every member (other than an honorary member) shall have one vote at General Meetings of the Institute and on a poll every member shall have one vote.
    
    
52. No member shall be entitled to be present at any General Meeting, or vote who is in arrear with any subscription or sum payable by him/her to the Institute.
    
    
53. No objection shall be made to the validity of any vote, except at the meeting or poll at which such vote shall be tendered, and every vote not disallowed at such meeting or poll shall be deemed valid.

SEAL

54. The Institute shall provide a common seal, and the Council shall make such provision as it may from time to time deem expedient for the safe custody of the same.

ACCOUNTS

55. The Council shall cause true accounts to be kept of the receipts and expenditure of the Institute. Such accounts shall be kept at the office, and, subject to any reasonable restriction as to the time and manner of inspecting the same that may be imposed by the Institute in General Meeting, shall always be kept open to the inspection of the members at all times during the usual business hours.
    
    
56. At the Annual General Meeting in every year the Council shall lay before the Institute a statement of account showing the receipts and expenditure of the Institute for the period since the preceding account made up to a date not more than ten months before such meeting.
    
    
57. A balance sheet shall be made out and laid before the Institute at the Annual General Meeting in every year, made up to a date not more than ten months before such meeting. The balance sheet shall be accompanied by a report of the Council upon the work of the Institute during the preceding year.
    
    
58. A printed copy of the account, balance sheet, and report shall, twenty-one clear days previously to such meeting, be sent by post to every Member of the Institute entitled to receive notices of General Meetings.

AUDITORS

59. Auditors shall be appointed and their duties regulated in the manner provided by Sections 236 and 237 of the Act, the Council being treated as the Directors mentioned in those sections.

VALIDITY OF PROCEEDINGS.

60. All acts done by the Institute at any meeting notwithstanding it shall afterwards be discovered that there was some defect in the appointment or nomination of any member or members of the Institute, shall be as valid as if every such person had been duly appointed or nominated as a member of the Institute.

NOTICES

61. A notice may be served by the Institute upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his her registered place of address. Every member whose registered place of address is not in the United Kingdom may from time to time notify in writing to the Institute an address in the United Kingdom, which shall be deemed his/her registered place of address for the purpose of this clause.

INDEMNITY TO OFFICIALS

62. The members of Council and other Officers for the time being of the Institute, and the Trustees for the Institute (if any), shall be indemnified out of the funds of the Institute against all costs, charges, losses, damages and expenses which they shall respectively incur or be put to on account of any act, deed, matter or thing which shall be executed, done or permitted by them respectively in or about the bona fide execution of their respective offices, and shall be reimbursed by the Institute all reasonable expenses incurred by them in or about any legal proceedings or arbitration on account of the Institute or otherwise in the execution of their respective offices, except such costs, losses and expenses as shall happen through their respective wilful act, neglect or default; and no member of Council or other Officer or Trustee shall be chargeable for any money which he/she shall not actually receive, or be answerable for the act, receipt, neglect or default of any other member of Council or Officer or Trustee, or of any banker, broker, collector, agent or other person appointed by the Council or such Trustee (as the case may be) with whom or into whose hands any property or moneys of the Institute may be deposited or come, or for the insufficiency of any security or investment in or upon which any of the moneys of the Institute shall be invested by order of the Council, or for any loss or damage which may happen in the execution of his/her office, unless the same shall happen through his/her own wilful act, neglect or default, or through his/her own dishonesty.

---

EXTRAORDINARY GENERAL MEETING

HELD ON 29TH JULY 1931

SPECIAL RESOLUTION

The name of the Institute was, subject to the approval of the Board of Trade, changed to "The British Institute of Philosophy."

This change took effect on the 22nd August 1931.

 

 

EXTRAORDINARY GENERAL MEETING

HELD ON 2ND OCTOBER 1947

SPECIAL RESOLUTION

 

1. The name of the Institute was changed, with the consent of the Board of Trade, to "The Royal Institute of Philosophy".
   
   This change took effect on the 24th October 1947.
   
   
2. The Articles of Association were altered by the insertion of the following Articles 12A:-
   
   

   12A.	There may be a class or classes of associates of the Institute, who shall not be members of the Institute. The respective qualifications of associates of each class shall be such, as the Council may by bye-law as hereinafter mentioned determine. Any associate who has made default for three months in the payment of his subscription may be deprived of his position as associate or suspended by the Council on such conditions (if any) as the Council shall think fit, and on his being so deprived his name shall be removed from the register of associates accordingly. Upon any associate being admitted to any class of membership and being entered upon the register of members in accordance with Article 3, he shall forthwith cease to be an associate and his name shall be struck off the register of associates accordingly. A separate register of associates shall be maintained. Such persons, and no others, as shall be duly elected in accordance with any bye-law made under this Article shall be associates and shall be entered on the said register of associates accordingly. No associate shall be entitled to receive notice of, requisition, attend, or vote at any General or other Meeting of the Institute, nor to be a member of the Council. In all other respects, for the purposes of these Articles but not otherwise, the provisions of these Articles (excepting Articles 2, 3, 4 and 5) shall apply to associates as though they were members and shall be binding upon them accordingly.
   	and by the insertion of the words in italics in Article 39:-
   39	The Council shall have power to make, alter or revoke bye-laws for regulating business of the Institute and of the Council prescribing the rights and privileges of members and associates of any class, the mode of election of members and associates and fixing the amount of the annual subscription. Provided always that the bye-laws from time to time in force shall not be inconsistent with the Memorandum of Association of these Articles, and that without a special resolution of the Institute and in accordance with Clause 5 of the Memorandum of Association no bye-law shall be made which would amount to such an alteration of or addition to the Articles of Association as could only legally be made by a special resolution

 

EXTRAORDINARY GENERAL MEETING

HELD ON 8TH JANUARY 1993

SPECIAL RESOLUTIONS

 

1.	THAT with the consent of the Charity Commissioners the provisions of the Memorandum of Association of the Company be altered as follows:-
	1.1	by deleting Sub-clause 3(C) and substituting the following sub-clause:
		(C)	To organise, promote and assist in any way whatsoever the study and advancement of Philosophy, and any subject cognate or allied to the study of Philosophy.
	1.2	in sub-clause 3(D) by substituting the word "seminars" for "seminaries"
	1.3	by deleting clause 3(G) and substituting the following sub-clause:
		(G)	To establish and award professorships, fellowships, lectureships, readerships, scholarships, exhibitions, prizes, grant certificates, and to conduct examinations in connection with Philosophical subjects.
	1.4	in sub-clause 3(S) by substituting for the reference to the Board of Education reference to the Department for Education and for the reference to the Chancery Division reference to the High Court of Justice.
	1.5	by substituting for Clause 4 the following clause
		4.	The income and the property of the Institute whencesoever derived shall be applied solely towards the promotion of the objects of the Institute 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 Institute. Provided that nothing herein shall prevent any reasonable payment or remuneration to any officer or employee of the Institute, or to any member of the Institute in return for any services actually rendered to the Institute, but so that no member of the Council of the Institute, shall without vacating his/her membership of the Council receive any such payments or remuneration over and above repayment of out-of-pocket expenses.
	1.6	by deleting Clauses 5 and 5 and re-numbering the Clauses 7 to 10 as 5 to 8.
	1.7	In Clause 6 (formerly Clause 8) by substituting for the word "he" wherever it occurs the words "he/she"
THAT with the consent of the Charity Commissioners the regulations contained in the printed document produced to the meeting and for the purpose of identification signed by the Chairman thereof be approved and adopted as the Articles of Association of the Institute in substitution for and to the exclusion of the Institute's existing Articles of Association.