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The British Yemeni Society

A charity, promoting friendship and understanding between the people of the UK and Yemen.

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Constitution

Constitution 

The British Yemeni Society (BYS) 

(A Registered Charity No. 1027531) 

Constitution (Amended September 2016 with proposed amendments June 2023 for voting  at SGM 15 July 2023) 

  1. Name 

The Society shall be called the British – Yemeni Society and its Headquarters shall be in  London. 

  1. Objectives & Powers 

The objectives of the Society are to advance public education and knowledge concerning the  Republic of Yemen, its history, geography, economy & culture; and also, where it is able from  its own resources or through specific charitable fund-raising efforts, to aid Yemen and its  people by supporting efforts of organisations working to address the needs of those Yemenis  whose health, life, livelihood, or security are at risk and to encourage and aid any advancement  in sustainable development. 

In furtherance of such objectives, the Society may: 

(a) Arrange and provide for the holding of meetings, exhibitions, lectures and seminars. 

(b) Bring together in conference representatives of voluntary organisations,  government departments, statutory authorities and individuals. 

(c) Provide or assist in the provision and administration of funds for scholarships, bursaries,  prizes and student exchanges and provide facilities for such purposes. 

(d) Collect and disseminate information on all matters affecting the said objectives  and exchange such information with other bodies having similar objectives whether in this  country or overseas. 

(e) Cause to be written or printed or otherwise to reproduce and circulate gratuitously  or otherwise periodicals, magazines, books, leaflets and other documents, films or tapes. 

(f) Purchase, take on lease, hire or otherwise acquire any property and any rights and privileges  necessary for the promotion of the said objectives.

Draft BYS Constitution as Proposed by Constitution Subcommittee 26.6.23 1 

(g) Subject to such consents as may be required by law, sell, let, mortgage dispose of or turn to  account all or any of the property or assets of the Society. 

(h) Subject to such consents as may be required by law, borrow or raise money for the said  objectives and accept gifts on such terms and on such security as shall be deemed to be  necessary. 

(i) Raise funds and invite and receive contributions from any person or persons whatsoever by  way of subscriptions and otherwise provided that the Society shall not undertake permanent  trading activities in raising funds for the said objectives. 

(j) Invest the monies of the Society not immediately required for the said objectives in or upon  such investments, securities or property as may be thought fit, subject nevertheless to such  conditions (if any) as may be imposed or required by law. 

(k) Do all such other lawful things as are necessary for or conducive to the successful  attainment of the objectives of the Society. 

  1. Organisation 

The Society shall consist of two Honorary ex-officio co-Presidents who shall be the  Ambassador of the Republic of Yemen in London and the British Ambassador in Sana’a;  a Committee comprising a Chairman, Officers and elected Trustees and Executive members;  Ordinary, Corporate and Youth Members. 

  1. Membership 

(a) Ordinary Membership of the Society shall be open to individuals who are interested  in furthering the objectives of the Society and who have paid the annual subscription as  laid down from time to time by the Trustees. 

(b) Corporate Membership 

  1. i) Corporate Membership shall be open to national, international and local organisations,  whether corporate or unincorporated, which are interested in furthering the said objectives and  have paid their annual subscription as aforesaid. 
  2. ii) Each Corporate member shall have the right to nominate up to three representatives who  shall enjoy the rights of ordinary membership. 

(c) Youth Membership shall be open to those under 30 years of age who are interested  in furthering the objectives of the Society. 

(d) Applications for membership shall be submitted to the Committee, which may either  approve or reject any application. The Committee may also, for good and sufficient reason,  terminate the membership of any individual or organisation provided that the individual 

Draft BYS Constitution as Proposed by Constitution Subcommittee 26.6.23 2 

member concerned or the individual representing such organisation (as the case may be) shall  have the right to be heard by the said Committee before a final decision is made. 

  1. Officers of the Society 

(a) The Officers shall consist of a Chairman, a Vice Chairman, a Secretary, a Treasurer, the  Editor of the Society’s Journal, and such other Officers as the Society may from time to time  decide. 

(b) The Officers of the Society shall hold office until the conclusion of the third Annual General  Meeting of the Society next after their election, but shall be eligible for re-election. 

(c) An Officer may be co-opted by the Committee to serve on the Committee, and, if not already  an Ordinary or Student member of the Society, shall be a member ex officio of the Society and  of the Committee until the Annual General Meeting next following their co-option, at which  time they may be nominated for election to that position if by that time they have become an  Ordinary or Student Member of the Society. 

  1. The Committee 

(a) Subject as hereinafter mentioned the policy and general management of the affairs of the  Society shall be directed by a Committee consisting of the Officers and up to six other Trustees.  

(b) In addition, there will be up to 12 Executive Members of the Committee to support the  implementation of the Society’s programme of activities, to provide ideas and a broader range  of skills, perspectives, and expertise. 

(c) Trustees and Executive Members of the committee shall be elected annually at the  Annual General Meeting of the Society. Trustees and Executive Members of the Committee  shall be eligible for re-election. 

(d) Any vacancy in the Committee may be filled by the Trustees and any person appointed to  fill such a vacancy shall hold office until the conclusion of the next Annual General Meeting  of the Society and shall be eligible for election at the meeting. 

(e) The proceedings of the Committee shall not be invalidated by any failure to elect or any  defect in the election, appointment, co-option or qualification of any member. 

(f) The Committee may appoint and shall fix the remuneration of all such staff (not  being members of the Committee) as may in their opinion be necessary. 

(g) The Committee may appoint such special or standing committees as may be  deemed necessary by the Committee and shall determine their terms of reference, powers,  duration and composition. All acts and proceedings of such special or standing committees  shall be reported back to the Committee as soon as possible.

Draft BYS Constitution as Proposed by Constitution Subcommittee 26.6.23 3 

(h) The Committee may designate a Member or former Member of the Society as an Honorary  Member or Honorary Vice President in recognition of exceptional service to the Society. This  designation does not include the right to vote. 

  1. Meetings of the Society 

(a) Once in each calendar year an Annual General Meeting of the Society shall be held at such  time (not being more than fifteen months after the holding of the preceding Annual General  Meeting) and place as the Committee shall determine. At least twenty-one clear days’ notice shall be given in writing by the Secretary to each member. At such Annual General Meeting  the business shall include the election of the Officers, the election of Trustees and Executive members to serve on the Committee, the consideration of an annual report of the work done by  or under the auspices of the Society and of the annual accounts and the transaction of such  other business as may from time to time be necessary. 

(b) The Chairman of the Committee may at any time and the Secretary shall, within twenty eight days of receiving a written request to do so signed by no fewer than ten ordinary members,  whether individual or representative and giving reasons for the request, call a Special General  Meeting of the Society. At least twenty-one clear days’ notice in writing shall be given of any  such Special General Meeting. 

  1. Nominations of Officers & Committee Members. 

Only Ordinary or Youth Members of the Society, whether individual or representative, shall  be eligible to serve as Officers, Trustees or Executive members of the Committee. Members  (Ordinary or Youth) who wish to nominate a member (Ordinary or Youth) of the Society, or  who wish to serve, as a Trustee or an Executive member or an Officer, should forward the  nomination or their own name (as appropriate) by letter or by e-mail to the Secretary at least  fourteen days before the Annual General Meeting. Should nominations exceed vacancies, the  election shall be by ballot. In the case of nominations being made, or volunteers coming  forward, fewer than twenty-eight days before the Annual General Meeting, the Committee  may, after elections of Officers and members of the Committee, co-opt such nominees or  volunteers, until the following Annual General Meeting. 

  1. Rules of Procedure at all Meetings 

(a) Quorum 

  1. i) The quorum for any General Meeting of the Society shall be fifteen members or one third  of the number of members of the Society for the time being whether individual or  representative. 
  2. ii) The Quorum at the meeting of the Committee or any Special or Standing Committee  shall be one third of the Trustee membership and the Executive Members of that Committee,  or such other number as the Society may in General Meeting from time to time determine. 

(b) Voting

Draft BYS Constitution as Proposed by Constitution Subcommittee 26.6.23 4 

Save as otherwise herein provided, all questions arising at any meeting shall be decided by a  simple majority of those present and entitled to vote thereat. Arrangements for proxy voting  may from time to time be made with regard to Clauses 11 & 12 hereof. In the case of an equality  of votes the Chairman of the meeting shall have a second or casting vote. 

(c) Minutes 

Minute books shall be kept by the Committee and all other committees, and the appropriate  secretary shall enter therein a record of all proceedings and resolutions. 

(d) Standing Orders & Rules 

The Committee shall have the power to adopt and issue Standing Orders and/or Rules for the  Society. Such Standing Orders or Rules shall come into operation immediately provided  always that they shall be subject to amendment or revocation by the Society in General Meeting  and shall not be inconsistent with the provisions of this constitution. 

  1. Finance 

(a) All monies raised by or on behalf of the Society shall be applied to further the objectives of  the Society and for no other purpose provided that nothing herein contained shall prevent  the payment in good faith of reasonable and proper remuneration to any employee of the  Society (not being a member of the Committee) or the repayment to members of the  Committee or any committee appointed under Clause 6 (f) hereof of reasonable out of pocket  expenses. 

(b) The Treasurer shall keep proper accounts of the finances of the Society. 

(c) The accounts shall be prepared and examined (or audited if requisite) in accordance with  the provisions of the Charities Act 1992 and regulations made thereunder. 

(d) A statement of the accounts for the last financial year shall be submitted by the Committee  to the Annual General Meeting as aforesaid. 

(d) A bank account shall be opened in the name of the Society with such bank as the Committee  shall from time to time decide. The Committee shall authorise in writing the Treasurer, the  Secretary of the Society, and two other Trustees to sign cheques on behalf of the Society. All  cheques must be signed in person or electronically by no fewer than two of the four authorised  signatories. 

  1. Alterations to the Constitution 

Any alterations to this Constitution shall receive the assent of not less than two thirds of the  ordinary membership of the Society whether individual or representative present and voting at  a Special General Meeting convened in accordance with Clause 7 (b), provided that notice of  any such alteration shall (unless proposed by the Committee) have been received by the 

Draft BYS Constitution as Proposed by Constitution Subcommittee 26.6.23 5 

Honorary Secretary in writing not less than forty-two clear days before the meeting at which  the alteration is to be proposed. At least twenty-one clear days’ notice in writing of such a  meeting, setting forth the terms of the alteration, shall be sent by the Honorary Secretary to  each member of the Society, provided that no alteration shall be made which would have the  effect of causing the Society to cease to be a Society at law. 

  1. Dissolution 

If the Committee by a simple majority decides at any time that on the ground of expense or  otherwise it is necessary or advisable to dissolve the Society, it shall call a Special General  Meeting of the Society, of which meeting not less than twenty-one days’ notice (stating the  terms of the resolution to be proposed thereat) shall be given. If such decision shall be  confirmed by not less than two thirds of the ordinary members of the Society whether  individual or representative present and voting at such meeting, the Society shall be dissolved  and the Committee shall have the power to dispose of any assets held by or on behalf of the  Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be  given or transferred to such other charitable institution or institutions having objectives similar  to the objectives of the Society, failing which to some other charitable institution or for some  other appropriate purpose, as the Committee may determine. 

  1. Notices 

(a) Any notice may be given by electronic means if that member has agreed in writing to receive  such notices in electronic form (and has not revoked such agreement) by supplying the  Honorary Secretary with an email address for that purpose. Any notice so sent shall be deemed  to have been effected at the expiration of 24 hours after the time of transmission as recorded in  the email message. 

(b) Any such notice may be served by the Honorary Secretary on any member either personally  or on its appointed representative as the case may be or by sending it through the post in a pre paid letter addressed to such member at his, her or its last known address in the United Kingdom and overseas, and any letter so sent shall be deemed to have been received within 10 days of  

  1. Interpretation 

For the interpretation of this constitution, the Interpretation Act 1978 shall apply as it applies  to the interpretation of an Act of Parliament.

Draft BYS Constitution as Proposed by Constitution Subcommittee 26.6.23 6