British Philosophical Association Constitution
The Constitution was adopted on the 30th day of October, 2002 at a meeting of the Standing Conference of Philosophers and representatives of British philosophical learned societies. An amendment to clause 5 (ii) (a) (eligibility for full individual membership) was agreed at the July 2004 AGM, and an amendment to clause 5 (ii) (b) (eligibility for corporate membership) was agreed at the July 2006 AGM. Further amendments – mostly just deleting references to charitable status – were agreed at the July 2008 AGM.
1. Name
The Association shall be called ‘The British Philosophical Association’.
2. Administration
Subject to the matters set out below the Association and its property shall be administered and managed, in accordance with this Constitution and with policies determined by the Association, by the members of the Executive Committee constituted by clause 6 of this Constitution (hereafter referred to as ‘the Executive Committee’).
3.Objects
The Association’s object is to promote and foster the teaching and study of, and research in Philosophy in the United Kingdom, within higher education and also within the wider community.
4. Powers
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
(i) power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Association;
(iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Association with repayment of the money so borrowed;
(v) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(vi) power to co-operate with charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them;
(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(viii) power to appoint and constitute such sub-committees as the Executive Committee may think fit;
(ix) power to do all such other lawful things as are necessary for the achievement of the objects.
5. Membership
5.1 There shall be a category of full membership, open both to appropriately qualified individuals and to appropriate bodies, and a category of associate membership, open to appropriately qualified individuals.
5.2 The following may, on payment of the appropriate annual subscription (which may differ for individual and corporate members), become full members:
(a) individuals who are competent to teach or pursue research in Philosophy, as demonstrated by their training or achievements (such members are referred to hereafter as ‘individual members’);
(b) philosophy departments or equivalent units within UK higher education institutions, colleges of further education and schools (hereafter referred to as ‘departments’), and learned societies having among their principal objects the promoting of study in areas which are wholly or primarily philosophical (such members are referred to hereafter as ‘corporate members’).
It shall be for the Treasurer to determine whether any individual does or does not meet the eligibility requirement for individual membership specified in (a) above, and to determine whether any department, or any learned society, does or does not meet the eligibility requirement for corporate membership specified in (b) above. All such decisions shall be reported to the next meeting of the Association.
5.3 The Executive Committee may decide that other individuals who are associate members (see sub-clause 5.5 below) but do not satisfy (a) of 5.2 above should be admitted to full membership. In its determination about any such case, the Executive Committee shall so far as possible be guided by rules approved by, and open to modification from time to time by, the Association. Any decision to admit or refuse admission to full membership made by the Executive Committee in a case which does not fall under these rules shall be submitted to the next meeting of the Association for its confirmation or amendment.
5.4 Every full member, whether individual or corporate, shall have one vote in any deliberation within the Association, whether taking place at a meeting of the Association or conducted by postal or electronic means of communication. Each corporate member shall appoint an individual to represent it and to vote on its behalf in such deliberations. It may appoint an alternate to act in place of its appointed representative on any occasion where the appointed representative is unable to attend the meeting or participate in the deliberation in question.
5.5 Any full member of any learned society which is a corporate member of the Association shall be eligible to become an associate member of the Association on payment of the appropriate annual subscription. The Association may decide from time to time to open associate membership to other categories of individuals. Associate members shall have the right to attend meetings of the Association and to participate in all the Association’s deliberations, but shall not have the right to vote in these deliberations or to participate in the Association’s elections.
5.6 The Executive Committee may by unanimous vote and for good reason terminate the full or associate membership of any individual or the full membership of any corporate member provided that the individual concerned or one or more representatives of the corporate member concerned shall have the right to be heard by the Executive Committee, accompanied by an adviser if desired, before a final decision is made, and shall have a right of appeal to a meeting of the Association against a final decision to terminate.
6. Executive Committee
6.1 The Executive Committee shall consist of:
(a) twelve members elected from among the individual full members of the Association by the individual full members of the Association at the Association’s annual general meeting, each of whom shall serve a term of three years on the Committee; where for this purpose, a year shall be understood as running from the conclusion of the annual general meeting at which the election takes place up till the conclusion of the next following annual general meeting;
(b) up to four co-opted members appointed by the Committee to its membership, each of whom shall serve on the Committee for a term of up to three years; every such appointment shall be reported to the next meeting of the Association;
(c) such Officers as become supernumerary members of the Executive Committee under the provision of sub-clause 9.2 below. Supernumerary members shall not count towards either the total of elected members in (a) above, or the maximum number of co-opted members in (b) above.
6.2 In any election to the Executive Committee:
(a) each full member, individual or corporate, of the Association shall have a right to make nominations. The Executive Committee shall also have a right to nominate candidates; in exercising this right it shall take into account the desirability of the Executive Committee having a membership which is broadly representative of the association’s membership and of the profession generally;
(b) Nominations for election to the Executive Committee must be made by members of the Association in writing and must be in the hands of the secretary of the Executive Committee at least 21 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.
(c) The Association may establish a provision for any individual full member to vote by post or electronic means in advance of the annual general meeting.
6.3 An elected member of the Executive Committee retiring after serving a single term may be immediately re-elected for one further term only. A retiring co-opted member may be immediately co-opted for a further term, provided that this further term will not bring the member’s period of continuous service as a co-opted member to more than six years. A member may not serve continuously on the committee by any combination of elected or co-opted terms for more than nine years.
6.4 The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
6.5 Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of clause 7 below.
6.6 No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Association.
7. Termination of the membership of the Committee
7.1 A member of the Executive Committee shall cease to hold office if he or she:
(a) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(b) is absent without the permission of the Executive Committee from three successive meetings of the Executive Committee and the Executive Committee resolves that his or her office be vacated; or
(c) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
7.2 Where an elected member retires for any reason before the end of his or her term, the Executive Committee may at its discretion, taking account of the length of the unexpired portion of the term of the member in question and the pattern of forthcoming retirements of elected members, either
(a) leave the elected place on the Executive Committee vacant until the next annual general meeting; or
(b) arrange a special election by the Association’s members (which may be conducted entirely by postal or electronic communication if appropriate) to fill the vacant place, specifying the term which the successful candidate shall serve; this term shall not be more than three years and shall run till the conclusion of an annual general meeting.
8. Executive Committee members not to be personally interested
No member of the Executive Committee shall acquire any interest in property belonging to the Association (otherwise than as a trustee for the Association) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
9. Officers
9.1 The Executive Committee shall elect from among its members the following Officers, who shall serve both as Officers of the Executive Committee and as Officers of the Association: a Chair, a Secretary and a Treasurer. The Chair shall be known publicly as the President and the Secretary as the Director. Elections shall take place, as officer posts fall vacant, at the first meeting of the Executive Committee after each annual general meeting (hereafter referred to as its ‘constituting meeting’). Officers shall serve for terms of three years, serving until the constituting meeting in the relevant year, and shall be confirmed in office annually during their terms by the Executive Committee at its constituting meeting.
9.2 Any Officer shall be a supernumerary member of the Executive Committee during any part of their term of office in which he or she would otherwise not be a member.
9.3 An individual may not serve continuously in any office for more than two terms. An individual may be elected to a second term in a given post while serving as a co-opted or supernumerary member of the Executive Committee, but may not at the end of that term be elected to another post unless elected or re-elected to the Executive Committee by the members of the Association.
9.4 In the event of an Officer resigning or ceasing for any other reason to hold his or her post, the Executive Committee shall elect a member of the Committee to replace him or her, for a term which the Committee shall determine, but which shall not exceed three years.
9.5 Every election of officers shall be notified promptly to the full members of the Association, and shall be confirmed at the next meeting of the Association. Officers may be removed from office by a majority vote at a general meeting of the Association. On receipt of a motion to remove any officer or officers from 20, or one-sixth, of the Association’s full members, whichever is the lesser number, the Executive Committee shall arrange for the motion to be put at a meeting of the Association within eight weeks.
9.6 An Officer shall cease to hold office if he or she ceases to be a member of the Executive Committee under any of the provisions of clause 7 above.
10. Honorary Officers
The Association may elect an Honorary President and up to six Honorary Vice-Presidents, who need not be individual members of the Association. Those so elected shall be deemed to be individual members, with full rights, during their terms of office. They shall serve for terms of six years, and shall be eligible for re-election. They shall publicly promote the aims of the Association.
11. Meetings and Procedures of the Executive Committee
11.1 The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the Chair or by any three members of the Executive Committee upon not less than 4 days’ notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.
11.2 The Chair shall preside over meetings of the Executive Committee. If the Chair is absent from any meeting, the members of the Executive Committee present shall choose one of their number to preside over the meeting before any other business is transacted.
11.3 There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
11.4 Every matter which requires to be determined by a vote shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the person presiding over the meeting shall have a second or casting vote.
11.5 The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
11.6 The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
11.7 The Executive Committee may appoint one or more sub-committees for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that at least one third of the members of any such sub-committee shall be members of the Executive Committee and all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.
12. Receipts and expenditure
12.1 The funds of the Association, including all membership fees, donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Association at such bank as the Executive Committee shall from time to time decide. All cheques drawn on any such account must be signed by at least two members of the Executive Committee.
12.2 The funds belonging to the Association shall be applied only in furthering the objects of the Association.
13. Property
The Executive Committee shall cause the title to:
(a) all land held by or in trust for the Association, and
(b) all investments held by or on behalf of the Association
to be vested in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided that they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
14. Annual General Meeting
14.1 There shall be an annual general meeting of the Association which shall be held within a period of two calendar months in each year, or as soon as practicable thereafter, the two month period in question being determined from time to time at an annual general meeting of the Association; always provided that the time between two successive annual general meetings shall not exceed 20 months.
14.2 Every annual general meeting shall be called by the Executive Committee. The Secretary shall give at least 42 days’ notice of the annual general meeting to all the members of the Association. All members of the Association, individual or associate, shall be entitled to attend, and all full individual members and the representatives of all corporate members shall be entitled to vote, in all deliberations at the meeting.
14.3 The Executive Committee shall present to each annual general meeting a report of its and the Association’s activities during the preceding year, and accounts of the Association for the preceding year.
15. Special General Meetings
15.1 The Executive Committee may call a special general meeting of the Association at any time.
15.2 If at least 20 full members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice of the meeting must be given. The notice must state the business to be discussed.
16. Procedures at General Meetings
16.1 The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Association.
16.2 There shall be a quorum at any general meeting when at least one tenth of the number of full members of the Association for the time being or 20 full members of the Association, whichever is the greater, are present or (in the case of corporate members) are represented.
16.3 The Chair shall preside over all general meetings after the first annual general meeting. If at any general meeting the Chair is absent, one of the other Officers or a member of the Executive Committee shall open the meeting, and the first business of the meeting shall be to appoint a member of the Executive Committee to chair the meeting.
17. Notices
Any notice required to be served on any member of the Association under clause 14 or 15 above or clause 19 below shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post or by electronic communication in such a manner and satisfying such conditions as shall have been approved for this purpose at an annual general meeting of the Association.
18. Alterations to the Constitution
18.1 The Constitution may be altered by a resolution passed at a general meeting under the following conditions:
(a) full members or, in the case of corporate members, their representatives may cast their vote on the resolution either in person at the meeting, or in advance of the meeting under a procedure which shall at an annual general meeting have been approved for the purpose of voting on such resolutions;
(b) The notice of the general meeting shall include notice of the resolution, setting out the terms of the resolution proposed;
(c) the resolution shall be approved by not less than two-thirds of the total made up of those present and voting at the meeting together with those who have cast their votes in advance.
19. Dissolution
If the Executive Committee decides that it is necessary or advisable to dissolve the Association it shall call a meeting of all members of the Association, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the Association as the members of the Association may determine or failing that shall be applied for some charitable purpose.
