The Relationship between the SSAISB (learned society) and
the SSAISB (limited company)
The following terms used in the memorandum and articles of association
of the SSAISB (company) are to be understood in the following
fashion as relates to the SSAISB (learned society).
- The members of the Company are the committee members of the Society.
- The Annual General Meeting of the Company is the society committee
meeting immediately preceding the society Annual General
Meeting. Usually these both take place within 24 hours of
each other at the Annual Convention though neither is
specified as such anywhere.
- All society committee meetings are general meetings of the
Company.
- Therefore regulations in the memorandum concerning the
calling of (annual) general meetings, proxy voting etc. apply
to Society Committee meetings even if not explicitly mentioned
as such in the Society Constitution. The regulations
governing committee meetings in the constitution count as
bye-laws governing the conduct of Company general meetings.
If at any point the regulations turn out to be in conflict
then it will be necessary to distinguish between resolutions
agreed by the Company and those agreed by the Society committee.
- The Directors of the Company are those persons registered as such
with Companies' House (currently - Jan 2006 - that is the Chair, Vice-Chair
and Treasurer of the Society but this need not be the case). The
secretary of the Company is the person registered as such with
Companies' House (currently - Jan 2006 - that is the secretary of the
Society but this need not be the case). Regulations applying to the
appointment and removal of directors therefore can apply
separately to those for Society Officers, if necessary, although it is clearly preferable if
the link can be maintained.
- It should be noted that it is the Company that owns the SSAISB
bank account and therefore the Company that gets any final say
in terms of budgeting.
