About the Society
This page last updated 23 February 2003
THE CYBERNETICS SOCIETY
Registered under the Friendly Societies Act 1974
Register No. 195 SA
REGISTERED OFFICE: 3 Willow Grove, Welwyn Garden City, Hertfordshire AL8 7NA
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Name and Constitution
NAME AND CONSTITUTION
1. The Society is a Specially Authorised Society. It shall be called the Cybernetics Society and is hereinafter referred to as "the Society".
2. (1) The registered office of the Society shall be 3 Willow Grove, Welwyn Garden City, Hertfordshire AL8 7NA.
(2) The registered office shall not be changed, except by resolution of a general meeting.
(3) In the event of any change in the situation of the registered office, notice of such change shall be sent to the Authority in the appropriate form.
3. The Society is established for the purpose of promoting science, in particular the advancement and diffusion of a knowledge of cybernetics pure and applied and especially promoting the efficiency and usefulness of members of the Society by setting up a high standard of professional education and knowledge, pursuant to the special authority of 10 June 1976 given under section 7(1)(f) of the Friendly Societies Act 1974.
APPLICATION OF FUNDS
4. (1) All moneys received on account of entrance fees, subscriptions, fines, donations, sale of Rules, or otherwise and interest on investments shall be applied in carrying out the objects of the Society, in accordance with the Rules.
(2) Any officer misapplying the funds shall repay the amount mis-applied and be expelled from the Society without prejudice to his liability to prosecution for such misapplication or to his liability arising from any other legal action commenced in respect of his misapplication.
5. (1) So much of the funds as may not be wanted for immediate use, or to meet the usual accruing liabilities, shall, with the consent of the Council, or of a majority of the members present and entitled to vote in general meeting, be invested by the Trustees in any of the following ways, namely in the purchase of land, or in the erection or alteration of offices or other buildings thereon, or in any investment in which Trustees are for the time being by law authorised to invest trust funds.
(2) The Trustees, with the consent of a special general meeting, may hold, purchase or take on lease any land and may sell, exchange, mortgage or lease any such land and erect, alter or pull down buildings on it; and a purchaser, assignee, mortgagee, or tenant shall not be bound to inquire as to the authority for any sale, exchange, mortgage, or lease by the Trustees, and the receipt of the Trustees shall be a discharge for all moneys arising from or in connection with such sale, exchange, mortgage, or lease.
(3) Mortgages or other assurances for securing money to the Society may be vacated by a receipt endorsed or annexed, signed by the Trustees and countersigned by the Secretary, in the form contained in the Fourth Schedule to the Friendly Societies Act 1974 ('the Act').
6. (1) The Council may at its absolute discretion elect any person who holds a suitable degree to be a Member of the Society. Members (except those who are three months or more in arrears with their subscriptions) will be entitled to use the initials 'M. Cyb. S.' after their names.
(2) The Council may at its absolute discretion elect to the membership grade of Fellow of the Society any member who holds a suitable higher degree, awarded in whole or in part for a contribution to the field of cybernetics, or who has published suitable contributions to the field of cybernetics of an academic standard equivalent thereto. Fellows (except those who are three months or more in arrears with their subscriptions) will be entitled to use the initials 'F. Cyb. S.' after their names.
(3) The Council may at its absolute discretion elect such persons as it thinks fit to be Associates of the Society. The Council may at any time terminate the rights, privileges and benefits of any Associate. All provisions with regard to Associates shall save as provided by these Rules be prescribed by the Bye-laws.
(4) The Council may recommend, for election by a General Meeting as Honorary Fellows of the Society, persons of distinction who have contributed to the advancement of cybernetics. Honorary Fellows will be entitled to all the rights, privileges and benefits of membership but shall not be required to pay any subscription.
(5) The Council may exempt from future payment of subscriptions any member who has rendered distinguished services to the Society. Members so exempt shall retain all the rights, privileges and benefits of membership.
7. Every member of the Society (other than a member exempt in accordance with these Rules) shall pay annually on 1st January a subscription of such sum (subject to a maximum of One Hundred Pounds) as shall be decided with the consent of two-thirds of those members present at a general meeting called for that purpose.
8. The Council may suspend the membership of members who are three months or more in arrears with their subscriptions and may withdraw the membership of members who are twelve months or more in arrears with their subscriptions.
RESIGNATIONS OF MEMBERSHIP
9. Resignations of members must be sent in writing to the Secretary of the Society.
CHANGE OF RESIDENCE
10. Any change of a member's address must be advised in writing to the Secretary of the Society.
11. (1) The Annual General Meeting shall be held in each year on such date prior to the 1st August as the Council shall decide.
(2) A special general meeting shall be held whenever the Council think expedient, or whenever thirty members or one-fifth of the total number of members whichever is the less so request in writing signed by them and delivered to the Secretary.
(3) Seven days' notice of any general meeting, stating the business to be transacted at such meeting, shall be given to every member in writing, left at or posted to his last known address.
(4) All general meetings shall be held at the registered office unless the Council (either generally or in a particular case) otherwise decide.
(5) At all general meetings the President, or if he be not present, the Vice-President, shall preside. Five members present in person shall form a quorum at least three of whom shall be Members of Council.
(6) Every member present in person or by proxy (and not disqualified by arrears or otherwise as mentioned in these Rules) shall have one vote.
(7) The instrument appointing a proxy shall be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing. Persons acting as proxy must be entitled on their own behalf to be present and vote at the meeting at which they act as proxy.
12. (1) The Society shall have the following officers who shall form the Council of Management (herein called 'the Council'): Three Trustees, a President, a Vice-President, a Treasurer, a Secretary, and three further Council Members.
(2) Only members of the Society shall be officers. No person who is a minor shall be elected to any office. A member shall not be nominated for office who is three months in arrears with his subscriptions. The same person shall not be Secretary or Treasurer and a Trustee of the Society.
(3) The Trustees, Treasurer and Secretary shall hold office during the pleasure of the Society. The Members of Council shall be elected annually at the Annual General Meeting of the Society. They shall hold office until the Annual General Meeting following their election or appointment to office but shall be eligible for re-election. The Treasurer and Secretary shall be elected by a majority of the members present and entitled to vote at an annual or special general meeting.
(4) Any officer may be removed by resolution of a special general meeting which may proceed to fill the vacancy.
(5) In case any officer (other than a Trustee) shall die, resign, be removed, or become unfit or incapable to act, the Council may at any time appoint a person to fill the vacancy until the next Annual General Meeting, unless the vacancy is previously filled at a special general meeting.
(6) In the event of any Trustee dying, resigning, or being removed from office, another shall be appointed by a resolution of a majority of the members present and entitled to vote at the Annual General Meeting or at a special general meeting. Every resolution appointing a Trustee shall be entered on the minutes of the meeting at which he is appointed.
(7) The Society shall notify the Authority of the appointment of any Trustee in the manner required by section 24 of the Act.
13. (1) All deeds, documents of title and securities for money shall be held by the Trustees, who shall take such measures for the safe custody and preservation thereof at the expense of the Society as they may think fit, and they shall be responsible for the safe custody of all such deeds, documents and securities as are placed in their hands or under their control, and shall produce them for inspection by the auditors, when required by them, and whenever else required by a resolution of a general meeting or of the Council.
(2) The Trustees shall be the persons to sue and be sued on behalf of the Society.
(3) If any Trustee or ex-trustee, being removed from his office, refuses or neglects to assign or transfer any property of the Society as a general meeting may direct, such Trustee shall (if he be a member) be expelled, and cease to have any claim on the Society without prejudice to any liability to prosecution for breach of the criminal law or to any other legal action.
14. The Treasurer shall take charge of the funds of the Society which are not invested and pay all demands when ordered to do so by the Society, or by the Council or by the President and Secretary for the time being. He shall not make any payment for up to £100 without authority of either the President or the Secretary, and he shall not make any payment for £100 or over without written authority signed by the President or the Secretary, or another officer in case of incapacity of the President or Secretary. He shall produce all books, documents, property and money of the Society in his possession and render a full and clear account at each audit, and whenever required by resolution of the Society or of the Council or by the Trustees. He shall also give up all books, documents, moneys and property of the Society in his possession when required so to do by a resolution of the Society, or of the Council or by the Trustees. For his services he shall receive such sum as the Council shall determine.
15. The Secretary shall attend all meetings of the Society, and of the Council; he shall record correctly the names of the officers there present, and the minutes of the proceedings, which he shall transcribe into a book to be authenticated by signature of the President as the proceedings of the meeting; he shall receive proposals for admission to the Society; he shall forthwith hand over all moneys received by him to the Treasurer. He shall produce all books, documents, property and money of the Society in his possession, and render a full and clear account at each audit and whenever required by resolution of the Society or of the Council or by the Trustees. He shall also pay over all moneys, and give up all books, documents and property belonging to the Society when ordered to do so by a resolution thereof or of the Council or by the Trustees. He shall summon and give due notice of all meetings of the Society and of the Council and keep the accounts, documents and papers of the Society in such manner and for such purposes as the Council may appoint, and shall prepare all returns and other documents required by the Act and duly forward them to the Authority. The Secretary shall on all occasions, in the execution of his office, act under the superintendence, control, and direction of the Council. For his services he shall receive such sum as the Council shall determine.
16. The Council shall meet as necessary and as may be agreed from time to time (failing which the President and the Secretary may together decide) and of which the Secretary shall give seven days' prior notice thereof in writing to the members of the Council. The President, or if he be not present, the Vice-President, shall preside. Any five shall form a quorum, and shall have full power to superintend and conduct the business of the Society according to the Rules thereof, and shall in all things act for and in the name of the Society. Every question shall be decided by a majority of votes, and if the votes are equal the President or in his absence the Vice-President shall have a casting vote in addition to his vote as a member. Any three of the Council may call a special meeting thereof, by giving seven clear days' notice in writing to the Secretary, but at such special meeting no other business than that specified in the notice shall be taken into consideration.
17. (1) The continuing members of the Council may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by these Rules as the necessary quorum of the Council, the continuing member or members of the Council may act for the purpose of increasing the number of members of the Council to that number, or of summoning a general meeting of the Society, but for no other purpose.
(2) A resolution in writing, signed by all the members of the Council for the time being entitled to receive notice of a meeting of the Council, shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held.
18. (1) The Council shall cause proper accounts of the Society to be kept by the Treasurer in accordance with the requirements of Section 29 of the Act.
(2) It shall be the duty of the Council to keep a copy of the last annual balance sheet and of the report of the auditor on the balance sheet if required, or such other report as may be required by statute, always hung up in a conspicuous place at the registered office of the Society.
INSPECTION OF BOOKS
19. The Council shall cause the books to be available for the inspection of any member or person having an interest in the funds of the Society at all reasonable hours, at the registered office or at any place where the books are kept, and it shall be the duty of the Treasurer to produce them accordingly.
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