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Previous constitution (amended Aug 2010 - see new)

The Companies Act 1985 and 1989

Company Limited by Guarantee and not having a Share Capital Memorandum of Association of European Association of Social Anthropologists

NAME
The Name of the Company is EUROPEAN ASSOCIATION OF SOCIAL ANTHROPOLOGISTS (”the Association”)

REGISTERED OFFICE
The registered office of the Association is to be situated in England and Wales .

OBJECTS
The Objects of the Association are to improve understanding of world societies by promoting professional communication and cooperation between European social anthropologists (“the Objects”).

POWERS
In furtherance of the Objects but not otherwise the Association may exercise the following powers:

BENEFITS TO MEMBERS AND TRUSTEES
The income and property of the Association shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to Members of the Association and no Trustee shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Association: Provided that nothing in this document shall prevent any payment in good faith by the Association:

LIMITED LIABILITY
The liability of Members of the Association is limited.

GUARANTEE
Every Member of the Association undertakes to contribute up to £1 to the Association´s assets if it should be would up while he or she is a Member or within one year after he or she ceases to be a Member, for payment of the Association´s debts and liabilities contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.

DISSOLUTION
If the Association is dissolved the assets (if any) remaining after provision has been made for all its liabilities must be applied in one or both of the following ways:

  1. By transfer to one or more other bodies established for exclusively charitable purposes and with the same or similar objects to those of the Association
  2. In such other manner consistent with charitable status 13.8.

As the Commission approve in writing in advanced a final Report and statement of account must be sent to the Commission.

INTERPRETATION
Words and expressions defined in the Articles have the same meanings as in this Memorandum References to an Act of Parliament are references to the Act as amended or reenacted from time to time and to any subordinate legislation made under it.
We, the persons whose names and addresses are written below wish to be formed into a Company under this Memorandum of Association

Signatures, Names and Addresses of Subscribers:
Dated:
Witness to the above Signatures:
Name:
Address:
Occupation:

COMPANIES ACTS 1985 & 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF EUROPEAN ASSOCIATION OF SOCIAL ANTHROPOLOGISTS

MEMBERSHIP
The number of Member of the Association is unlimited the Association must maintain a register of Members.
From the end of the meeting at which these Articles are adopted the Members shall be those who were Members of the unincorporated Association called the European Association of Social Anthropologists.

The Association will have four categories of membership:
founder members, ordinary members, honorary members, associate members.

Founder members are those who attended by invitation the inaugural general assembly of the unincorporated Association called the European association of Social Anthropologists, on Saturday 14 th January 1989.

Ordinary members are social anthropologists who have been admitted to membership by decision of the Trustees.
Eligibility for ordinary membership is based on one of the following criteria:
Possession of a doctoral degree (or equivalent) in social anthropology from a European university, or
Possession of a teaching or research post in social anthropology which is at a European university or institution of equivalent standing.

Honorary members are distinguished scholars who are designated honorary members by decision of the Trustees.

Associate members are those who do not meet the criteria for ordinary membership, but who can show evidence of substantial and active involvement in the pursuit of social anthropology as a scholarly subject in a European country.

An applicant for Ordinary Membership, Honorary Membership or Associate Membership may be nominated by any member of the Association. Nominations should be communicated to the Secretary and must be signed by the candidate and sponsor. Decisions regarding membership are taken by the Trustees.

Members of the Association will have those rights and obligations as set out in 1.6.1 – 1.8.4 below and as determined from time to time by the Trustees in accordance with their powers set out in these Articles of Association.

Founding Members, Ordinary Members and Honorary Members have the right to receive the Association's publications, to attend its Conferences, to speak and vote at the Members Forum, to stand for election as Trustees and to vote in elections for the Trustees.

Associate Members have the right to receive the Association's publications, to attend its Conferences, but not to speak or vote at the Members Forum, or to stand for election as Trustees or to vote in elections for the Trustees.

Each Member shall pay the Association the annual Membership Fee as agreed from time to time by the Trustees.
Membership is terminated if the member:

 GENERAL MEETINGS
The Association will hold a meeting of the Members Forum at least every three years, which will debate the general direction of activities of the Association.
There is a quorum of the Members Forum if the number of Members present is at least 20.
All Members of the Association will be entitled to attend the Members Forum, but Associate Members will not have the right to speak or vote.
The Association must hold an AGM every year which all Members are entitled to attend. At an AGM the Members:

The President/Chair or (if the President/Chair is unable or unwilling to do so) another Trustee or (if no Trustees are able or willing to do so) a Member elected by those present and entitled to vote shall preside at all meetings of the Association, including the Members Forum, the AGM and an EGM.

Except where otherwise provided by the Act, every issue is decided by a majority of the votes cast.

Except for the chair of the meeting, who has no vote other than a casting vote, every Member has one vote on each issue.

A resolution put to the vote of the meeting shall be decided on a show of hands, unless, before or upon the declaration of the result of the show of hands, a poll is demanded by the chair or by at least five Members or by Members representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting.

Subject to the provisions of Article 2.9, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the chair shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. No poll shall be demanded on the election of a chair of a meeting. 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 the poll has been demanded.

Any meeting of the Association that is not an AGM is an EGM, except the Members Forum.

An EGM my be called at any time by the Trustees and must be called on the requisition of Members pursuant to the provisions of the Act.

THE TRUSTEES

Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the Association shall be managed by the Trustees who may exercise all the powers of the Association. No alteration of the memorandum or the articles and no such direction shall invalidate any prior act of the Trustees which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this article shall not be limited by any special power given to the Trustees by the articles and a meeting of Trustees at which a quorum is present may exercise all the powers exercisable by the Trustees.

In addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the articles the Trustees shall have the following powers, namely:

Nominations shall be directed to the Secretary of the Association, who is responsible for the election process.
The Trustees may co-opt up to two further Trustees.
Every Trustees except the Treasurer appointed under 3.8 below must be a Member of the Association.
The Trustees shall appoint as a Trustee a Treasure for the Association, who need not be a Member of the Association and who may be appointed as a Trustee in addition to the five elected and two co-opted Trustees.

The Treasure will act as the Secretary of the Association inaccordance with the Act.
Trustees shall be elected for two years. They may be elected for a second period of two years, up to a maximum of four years.

Each person holding office as a member of the Executive Committee of the unincorporated Association referred to in paragraph 1.4.1 above, at the date of the adoption of theseArticles, shall remain a Trustee until the postal election of 2004.

The Trustees will elect from their number a President/Chair and a Secretary. The President/Chair should act for a period of no longer than two years.

Every Trustee must sign a declaration of willingness to act as a charity trustee of the Association before he or she is eligible to vote at any meeting of the Trustees.

A Trustee´s term of office automatically terminates after two years or if he or she:

Nominations for election will be invited whenever a vacancy may occur, and otherwise every two years.

A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

TRUSTEES EXPENSES
The Trustees may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Trustees or of the Members Forum or otherwise in connection with the discharge of their duties, but shall otherwise be paid no remuneration.

PROCEEDINGS OF TRUSTEES
The Trustees must hold at least one meeting each year.
A quorum at a meeting of Trustees is three Trustees.

A Meeting of the Trustees may be help either in person or by suitable electronic means agreed by the Trustees in which each participant may communicate with all the other participants.

The President/Chair or (if the President/Chair is unable or unwilling to do so) some other Trustees chosen by the Trustees present shall preside at each meeting.

Every issue may be determined by a simple majority of the votes cast at a meeting but a written resolution signed by all the Trustees is as valid as a resolution passed at a meeting (and for his purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature).

Except for the chair of the meeting, who has a second or casting vote, each Trustee has one vote on each issue.

A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

POWERS OF TRUSTEES

The Trustees have the following power in the administration of the Association:

RECORDS AND ACCOUNTS

The Trustees must comply with the requirements of the Act and of the Charities Act 1993 as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of the Companies and the Commission of:
annual reports
annual returns
annual statements of account .

The Trustees must keep proper records of:
all proceedings at general meetings of the Association
all proceedings at meetings of the Trustees
all reports of the committees and
all professional advice obtained.

Accounting record relating to the Association must be made available for inspections by any Trustee at any reasonable time during normal office hours and may be made available by Members if the Trustees so decide.

A copy of the Association´s latest available statement of account must be supplied on request to any Trustee or Member, or to any other person who makes a written request and pays the Association´s reasonable cost, within two months.

NOTICES

Notices under these Articles may be sent by hand, or by post or by suitable electronic means or (where applicable to Members generally) may be published in any suitable journal or any newsletter distributed by the Association. The only address at which a Member is entitled to receive notices is the address shown in the register of Members.

Any notice given in accordance with these Articles is to be treated for all purposes as having been received:
48 hours after being sent by electronic means or delivered by hand to the relevant address
two clear days after being sent by first class post to that address
ten clear days after being sent by overseas post to that address
on being handed to a Member personally .

A technical defect in the giving of notice of which the Trustees are unaware at the time does not invalidate decisions Taken by the Trustees

IDEMNITY
Subject to the provisions of the Act every Trustee or other officer or auditor of the Association shall be indemnified out of the assets of the Association against any liability incurred by him or her in that capacity in defending any proceedings, whether eivil or criminal, in which judgement is given in his favour or in which he is acquitted, or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association.

RULES
The Trustees may from time to time make such rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Association and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate:
the nature of the classes of membership and the conditions of membership, the admission and classification of Members of the Association (including the admission of organisations to Membership) and the rights and privileges of such Members,and the conditions of Membership and the terms on which Members may resign or have their Membership terminated and the Membership fees, subscriptions and other fees or payments to be made by Members;
the conduct of Members of the Association in relation to one another, and to the Association's employees;
the setting aside of the whole or any part or parts of the Association's premises at any particular time or times for any particular purpose or purposes;
the procedure at general meeting and meetings of the Trustees and committees of the Trustees in so far as such procedure is not regulated by the Articles;
generally, any matter which is incidental to the governance of learned societies.

In addition to the powers of the Trustees to alter the rules of the Association as set out above, the Members of the Association shall have the power to alter, add to or repeal the rules or bye laws. Provided that no rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or the Articles. Proposals for such changes should be submitted to the Secretary. Where the proposal is supported by five Members, the Secretary will circulate the proposals to the Members for a postal vote. The changes must be approved by at least a majority of the Membership.

DISSOLUTION
The provisions of the Memorandum relating to dissolution of the Association take effect as though repeated here.

CHANGES
Changes to the Memorandum or Articles of Association may be proposed by any Member of the Association. Such proposals should be submitted to the Secretary. Where the proposal is supported by five Members, the Secretary will invoke the procedures laid down in the Act for the amendment of the Memorandum and Articles of Association.

INTERPRETAION
“The Act” means the Companies Act 1985
“AGM” means an annual general meeting of the Association
“these Articles” ,eams tjese articles of association
“the Association” means the company governed by these Articles
“charity trustee” has the meanings prescribed by section 97(1) of the Charities Act 1993
“clear day” means 24 hours from midnight following the relevant event
“the Commission” means the Charity Commissioners for England and Wales
“EGM” means an extraordinary general meeting of the Association
“European country” means a country determined European by the Trustees
“financial expert” means an individual, company or firm who is an authorised person or an exempted person within the meaning of the Financial Services Act 1986
“material benefit” means a benefit which may not be financial but has a monetary value
“membership” where the context so admits refers to membership of the Association
“Memorandum” means the Association´s Memorandum of Association
“the Objects” means the Objects of the Association as defined in clause 3 of the Memorandum
“Social Anthropology” means a discipline determined Social Anthropology by the Trustees
“Social Anthropologist” means a practitioner of Social Anthropology as defined by the Trustees
“the Treasurer” means the Treasurer of the Association, who will act as the Secretary of the Association in accordance with the Act.
“the President/Chair” means the President/Chair of the Association
“taxable trading” means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects
“Trustee” means a director of the Association and “Trustees”means all the directors
“written” or “in writing” refers to a legible document on paper including a fax massage
“years” means a calendar years

Expressions defined in the Act of Parliament are to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.