Articles of Association of the British Sub Aqua Club

The British Sub-Aqua Club is a company registered in England No. 1417376 limited by guarantee.
The liability of members is limited

THE COMPANIES ACTS 1948 TO 1976
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
of
BRITISH SUB-AQUA CLUB
A company registered in England No. 1417376

In these presents the words standing in the first column of the table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof if not inconsistent with the subject or context.

Words	Meanings
The Act	The Companies Act 1948 and any statutory amendment or re-enactment thereof.
These presents	The Articles of Association and the Bye Laws Rules and Regulations of BSAC from time to time in force.
BSAC	The above named Club.
Officers	The Chairman the Vice-Chairman the Secretary the Treasurer and the National Diving Officer.
The Council	The Council for the time being of BSAC including its Officers.
The Office	The registered office of BSAC.
The Seal	The Common Seal of BSAC.
Month	Calendar Month.
In writing	Written printed or lithographed or partly one and partly another and other modes representing or reproducing words in a permanently visible form.
Rules	Rules Bye-Laws and regulations promulgated by Council under its powers provided by clause 47(A)(1) of these Articles. Any words importing the singular number only shall include the plural number and vice versa.

Words importing the masculine gender only shall include the female gender.

Words importing persons shall include corporations.

Subject as aforesaid any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these presents become binding on BSAC shall if not inconsistent with the subject or the context bear the same meanings in these presents.

Reference herein to any provision of the Act shall be a reference to such provision as modified by any statute for the time being in force.

BUSINESS
(A)BSAC is established for the objects expressed in its Memorandum of Association.
(B)In addition BSAC supports a policy of conservation for all water resources.
Any kind of activity which BSAC either expressly or by implication is authorised to undertake may subject nevertheless to the provisions of these presents be undertaken by Council at such times or time as it may consider expedient and further may be suffered by it to be put into abeyance (whether such kind of activity may have been actually commenced) or to be proceeded with.
The Office shall be at such place in England as Council shall from time to time appoint.

MEMBERSHIP
The present members and such other persons as shall be admitted to membership in accordance with these presents and no other shall be members of BSAC (subject as hereinafter provided) and shall be entered in the Register of Members.
Except in the case of Honorary or Corporate Members appointed by Council it shall be a condition of membership that the applicant shall have been accepted as a member of one of the Branches of BSAC and shall have paid to BSAC the subscription appropriate to the applicant's class of Membership. A member may transfer to any other Branch that is able and willing to accept him and may be a member of more than one Branch. (3) Honorary Life Membership which shall be conferred solely by the Council and for which any person shall be eligible. (4) Corporate Body Membership which shall be conferred solely by Council and for which National Bodies or organisations with appropriate objects shall be eligible. (B) Only members who are either Honorary Life Members or Full Diving Members or Associate Members shall be voting members of BSAC. All other members shall be non-voting members of BSAC.(C) Non-voting members shall have no right to receive notices of or to attend General Meetings of BSAC.
(A)Subject to Article 47(A)(8) there shall be eight classes of Membership of BSAC:
1. Full Diving Membership for which any person of fourteen years or over shall be eligible but without prejudice to the right of Individual Branches to set a higher age limit.
2. Associate Membership for which any person shall be eligible but which shall not entitle such a member to take part in snorkelling or any other activity involving his use of a breathing set.
3. Honorary Life Membership which shall be conferred solely by the Council and for which any person shall be eligible.
4. Honorary Membership which shall be conferred solely by Council and for which any person shall be eligible.
5. Corporate Body Membership which shall be conferred solely by Council and for which National Bodies or organisations with appropriate objects shall be eligible.
(B) Only members who are either Honorary Life Members or Full Diving Members or Associate Members shall be voting members of BSAC. All other members shall be non-voting members of BSAC.

(C) Non-voting members shall have no right to receive notices of or to attend General Meetings of BSAC.

Please see the back of this document for the BSAC membership classes as at May 2004.
Council may from time to time register an increase in the number of members.
Council shall be entitled to elect (by a 2:1 majority) Honorary Life Members with such qualifications and such privileges and subject to such limitations as Council shall from time to time determine, provided that the number of such members shall not exceed one per cent of the total membership.
Every application for membership shall be in the form and accompanied by such information concerning the applicant as Council may require together with an undertaking that if accepted the applicant shall conform with these presents and such application shall be considered and acceptance be determined by Council or a Branch committee (as the case may be).
All members shall pay to BSAC on being accepted to membership such initial and thereafter such annual or other periodical subscriptions as shall be established from time to time by Council Provided That all subscriptions shall be payable at such time in such manner and in respect of such period as Council shall determine.
Council may at any time require any member to give to Council orally at a meeting of Council or in writing particulars or explanations in regard to any act alleged to have been done or omitted by such member which in the opinion of Council constitutes a breach of such member's obligations under these presents or is calculated to be prejudicial to the interests of BSAC or its members collectively. Where such particulars or explanations are required in writing Council shall permit such member and any witnesses he may call to be heard at a meeting of Council. Any requisition under this Article shall be made by notice in writing accompanied by a copy of this and the next following Article to the member in question and shall specify the date being not less than seven days from the date of notice within which such member is required to comply therewith by attendance at a meeting of Council or by an explanation in writing as the case may be.
(A)Any member may be excluded from BSAC by resolution of Council by a two thirds majority Provided That no member shall be excluded from BSAC unless the member in question has first been required by Council to give particulars and explanations of any acts alleged to have been done or omitted by such member in accordance with the provisions of the last foregoing Article and Provided That any Officer or Member of Council so excluded or required to resign from Council shall if he so wishes be permitted to address the next following Annual General Meeting in the same regard.

(B)No person who has been excluded from BSAC by virtue of Article 14(A) shall on any application for membership be re-admitted as a member except by resolution of Council by a two-thirds majority.
A member shall immediately cease to be a member upon the happening of any one of the events following namely:
1. If he shall not pay within one month any subscriptions due.
2. If he shall be excluded from BSAC under the provisions of Article 14 hereof.
A register shall be kept by BSAC containing the names and addresses of all the members together with such other particulars as may be required by the Act.
Any member who for any cause whatsoever shall cease to be a member shall have no claim whatsoever upon BSAC or the undertaking or assets thereof and shall not be entitled to be repaid any part of the subscriptions paid by such member to BSAC unless Council in its absolute discretion shall otherwise determine but such member notwithstanding that he has ceased to be a member shall remain liable for and shall pay to BSAC all the moneys which at the time when he ceased to be a member may have been due from him to BSAC under any of the provisions of these presents or which may become payable by him by virtue of his liability under the Memorandum of Association.
Any member who for any cause whatsoever shall cease to be a member shall immediately discontinue the use of any device of BSAC printed or impressed on any document or other material or any other indication of membership of BSAC and shall not make any use of the name or purport to use the authority of BSAC and shall forthwith return to the Honorary Secretary any property of BSAC then in his possession.

COUNCIL
The Management of BSAC's affairs shall be vested in a Council comprising not less than fourteen and not more than twenty persons elected together with any persons appointed or co-opted in accordance with the provisions of these Articles.
(A) The Council shall consist of:
1. Five elected Officers namely the Chairman and Vice-Chairman and Honorary Secretary and Honorary Treasurer and National Diving Officer who shall all be entitled to vote.
2. Not less than nine and not more than fifteen other elected Members who shall all be entitled to vote.
3. Such Honorary Members of Council as may be appointed of whom only the Patron and the President shall be entitled to vote.
4. Members co-opted under the provisions of these Articles (those co-opted under Article 26 not being entitled to vote).
5. Those persons who are Members of Council in accordance with Article 20(D).
(B) Subject to Article 20(C):
1. no person shall be elected National Diving Officer unless at the time of such election such person holds the qualification of BSAC National Instructor;
2. no person shall be elected Honorary Treasurer unless at the time of such election such person is a member of one or more of the bodies set out at section 286(a) to (g) of the Companies Act 1985 or otherwise demonstrates to the satisfaction of the Council that he has the appropriate financial/accounting experience and expertise to enable him properly to discharge the functions of Honorary Treasurer of BSAC.
(C) In the event that upon any election held to appoint a person to either of the offices of National Diving Officer or Honorary Treasurer, no person meeting the requirements of Article 20(B)(1) (in the case of National Diving Officer) or 20(B)(2) (in the case of Honorary Treasurer) shall be willing to stand for election, the existing Council (as comprised prior to such election) may (subject to any restrictions contained in Article 25) appoint any person (being a member of BSAC) to the Office in question, any such appointment to be for such period, and upon such terms, as Council (as so comprised) may determine. In the event that, pursuant to this Article 20(C), any person is appointed National Diving Officer or Honorary Treasurer for a period expiring prior to the date upon which the next succeeding election of Officers is to occur pursuant to these Articles, Council shall at the relevant time make such arrangements as it shall consider appropriate for an election of the relevant Officer, or a further appointment by Council of such Officer, to serve as from the expiry of such period until the date upon which the next succeeding election of Officers and members of Council is to occur pursuant to these Articles (or such earlier date as Council may specify). Any National Diving Officer or Honorary Treasurer appointed pursuant to this Article 20(C) shall be entitled to vote in the same manner as if elected.

(D) The appointment of a President, Vice-President and a Patron as provided for in Article 47(A)(6) shall be by a 2:1 majority of the voting Members of Council. The appointment shall be for a term of not more than three years. The Patron and the President shall be voting members of the Council and shall be eligible for re-appointment. Vice-Presidents shall be non-voting members of Council and shall be eligible for re-appointment.

(E) All Officers and all other members of Council referred to in Article 20(A)(2) who are elected at the Annual General Meeting shall serve a period commencing on their date of election and expiring at the third Annual General Meeting following the Annual General Meeting at which they are so elected and shall retire at such later Annual General Meeting.
A member of Council retiring at any meeting shall retain office until the close of the meeting or any adjournment thereof.
(A) No person shall be eligible to be an elected Officer or elected member of Council who:
1. Is under the age of eighteen years.
2. Is not a voting member of BSAC.
3. Is a person whose main source of income is derived from BSAC.
(A) In advance of any Annual General Meeting at which Officers and Council are to retire pursuant to Article 20 (E), all voting members of BSAC shall be invited in writing to nominate themselves to serve as Officers or as elected members of Council. Such invitation shall be made not later than the accounting reference date to which the accounts to be laid before such Annual General Meeting are to be made up and all such nominations shall be in writing and shall be dispatched so as to be received by the Honorary Secretary at the Office not later than the date falling one month after such accounting reference date.
(B)
1. The names of all persons so nominated who would be eligible if elected shall be entered on a ballot paper in alphabetical order and not less than twenty-eight days before the date fixed for the Annual General Meeting a ballot paper shall be sent out to each Member of BSAC entitled to vote. Ballot papers duly marked shall be returned to the Office or at such other place within the United Kingdom as is specified on the ballot papers so as to arrive not later than fourteen days prior to the date fixed for the Annual General Meeting.
2. As an alternative to a postal ballot return members may make the return of the ballot form by secure electronic means as prescribed by Council
(C) The candidates successful in the ballot shall be announced at the meeting and shall be Members of Council.
In the absence of competing candidates for any Office or membership of Council unopposed qualified candidates shall be deemed to have been elected as if by ballot.
(A) No person may be elected to hold more than one Office at any one time.
(B) Any retiring Officer or member of Council may stand for and be elected to Council and in the case of an Officer to the same Office from which he or she is retiring Provided That:
1. no individual may hold the same Office for a continuous period in excess of six years (or, if longer, the period from the date of his appointment until the date of the sixth Annual General Meeting thereafter) provided that no period during which an individual serves as an Officer other than as a result of election in accordance with these Articles shall count towards any period of continuous holding of an Office for the purposes of this Article 25(B)(1); and
2. no individual elected as a member of Council (other than a non voting member) may serve as a member of Council (whether or not an Officer) for a continuous period in excess of nine years (or, if longer, the period from the date of such election until the date of the ninth Annual General Meeting thereafter) provided that no period during which an individual serves as a Member of Council other than as a result of election in accordance with these Articles shall count towards any period of continuous service for the purposes of this Article 25(B)(2); and
3. any individual who retires from the Council having served for the maximum continuous period permitted pursuant to Article 25(B)(2) shall not be eligible for election to the Council (other than as a non voting member) for a period of three years after such retirement (or, if shorter, the period commencing on the date of such retirement and expiring on the date of the third Annual General Meeting thereafter) provided that nothing in this Article 25(B)(3) shall prevent Council appointing or co-opting any such individual as a member of Council pursuant to any provision of these Articles.
(C) Save as specified in Article 25(B), retiring members of Council (including Officers) shall not, upon retirement be ineligible for re-election to the Council (or to any Office).
Council may appoint as a co-opted member of Council any person or any member of any organisation having in the opinion of Council community of interests with BSAC Provided That the number of Co-opted Members so appointed shall never exceed half the number of elected members. Any member so co-opted shall retire from office at the conclusion of the next Annual General Meeting but thereafter may subject to the other requirements of this Article being met again be co-opted to serve on Council.
(A) Officers and other elected members of Council may retire at any time during the term of their appointment by giving written notice to Council of their intention so to do.

(B) In the event of the retirement of an Officer or other elected member of Council otherwise than upon expiry of their term of appointment in accordance with Article 20(E), Council may arrange an election for that position at the next AGM. If the date of the next AGM is such as to leave the position vacant for some time, the Council may:
1. assign the duties of the retiring Officer or member of Council to another elected member of Council who is willing to take on such duties; or
2. co-opt onto the Council, to perform the duties of the retiring Officer or member of Council any person who is a Member of BSAC and who is willing to be so co-opted (and any person so co-opted shall be a voting member of Council).
in either case upon such terms as Council may determine.

(C) Any person co-opted as referred to in Article 27(B)(2) shall retire from Council at the Annual General Meeting next following the date of such co-option.
Unless and until otherwise determined by a General Meeting of BSAC the Members of Council shall not be entitled to any remuneration for their services as such Members but Council may authorise the payment by BSAC of any reasonable and proper out-of-pocket expense incurred by any Member of Council in the performance of his duties in connection with the affairs of BSAC and of reasonable and proper remuneration for necessary technical or professional services to BSAC which would otherwise have required the employment of an independent contractor.
(A)The Office of a member of Council shall be vacated:
1. if a receiving order is made against him or he makes any arrangement or composition with his creditors;
2. if he becomes of unsound mind;
3. if being an elected member of Council he ceases to be a voting member of BSAC;
4. if in notice in writing to BSAC he resigns his office;
5. if he becomes prohibited from holding Office by reason of any court order made under the Companies Acts 1948 to 1976 as defined under Section 45(2) of the 1976 Act;
6. if he is removed from office by resolution duly passed pursuant to Section 184 of the Act.
(B) Notwithstanding the provisions of Section 185 of the Act a member of Council who has attained the age of seventy years may remain in Office unless excluded by other sections of this or other Articles.

GENERAL MEETINGS
(A) Every year BSAC shall within six months of the end of the Accounting Reference Period hold a General Meeting as its Annual General Meeting (in addition to any other meetings in that year) which shall be held at such time and place as Council shall appoint. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

(B) Not more than 15 months shall elapse between successive Annual General Meetings.
(A) Council may call an Extraordinary General Meeting whenever it shall think fit and shall do so on a requisition as provided for by Article 31(B).

(B) Council shall within twenty-one days after receiving a requisition in writing to do so signed by at least 300 voting Members and giving the reason therefore proceed to convene an Extraordinary General Meeting. Such meeting shall be arranged for a date not later than three months after the date of such requisition.
Subject to the provisions of the Act no Member shall be entitled to bring any special business (as defined in Article 37) before any General Meeting unless he shall have given notice in writing of such special business to the Honorary Secretary so as to be received by him at the Office:
1. in the case of an Annual General Meeting not later than the date falling one month after the accounting reference date to which the accounts to be laid before such meeting will be made up;
2. in the case of an Extraordinary General Meeting not less than thirty days before the date of the Extraordinary General Meeting;
and in any such case the Honorary Secretary shall in the notice convening the General Meeting at which such special business is to be considered give notice of such special business to all persons for the time being entitled under these presents to receive notice of General Meetings.
Subject to the provisions of the Act relating to meetings convened for the purpose of passing special resolutions and to Annual General Meetings (which both require at least twenty-one days' notice) advance notice shall be given in the following manner (exclusive both of the day on which the notice is served or deemed to be served and of the date of the meeting):
1. in the case of an Annual General Meeting at least sixty days before the Annual General Meeting;
2. in the case of an Extraordinary General Meeting at least fourteen days before the Extraordinary General Meeting;
specifying the place the day and the hour of the Meeting and in case of special business the general nature of such business to voting members and such other persons (including the auditors) as are for the time being entitled under the Act or under these presents to receive notice of General Meetings Provided That with the written consent of the voting members in accordance with the provisions of the Act a meeting may be convened on such shorter notice and in such manner as such members may think fit. The accidental omission to give notice to, or the non-receipt of such notice by any person entitled to receive the same shall not invalidate the proceedings at any General Meeting.
(A) The Honorary Secretary shall accept motions from Council Branch committees and voting members. Motions submitted by a Branch committee shall be accompanied by extracts from minutes of the Branch General Meeting at which it was resolved that they be put forward. Motions submitted by a voting member shall be seconded by at least four voting members.

(B) Motions shall be submitted in writing to the Honorary Secretary at the Office so as to be received by him:
1. In the case of motions submitted for consideration at an Annual General Meeting not later than the date falling one month after the accounting reference date to which the accounts to be laid before such meeting will be made up;
2. In the case of motions submitted for consideration at an Extraordinary General Meeting not later than thirty days prior to the date of the meeting.
(C) No motion presented in accordance with this Article shall be accepted by the Honorary Secretary if the same motion or a substantially similar motion has been defeated since the preceding Annual General Meeting.
PROCEEDINGS AT GENERAL MEETINGS
The business referred to hereunder shall be transacted at an Annual General Meeting.
1. The presentation of the minutes of the previous Annual General Meeting and of any Extraordinary General Meeting held since.
2. The appointment of Tellers for any poll or show of hands which may be required.
3. The Chairman's Address.
4. The Honorary Secretary's Report.
5. The Honorary Treasurer's Report the Report of the Auditors and adoption if approved of the audited accounts and balance sheet for the year past.
6. The National Diving Officer's Report.
7. Where appropriate, declaration of the results of the election for the Officers and other members of the Council for the ensuing year.
8. The appointment of auditors for the ensuing year and the fixing of their remuneration.
9. The consideration of motions of which due notice has been given.
10. Such other business (without prejudice to the provisions of the Act) as the Chairman may allow Provided That this shall not empower the Chairman to treat as ordinary business under this Article business which would otherwise fall to be treated as special business.
All business shall be deemed to be special that is transacted at an Extraordinary General Meeting and all that business (save such as is specified in Article 36 hereof) which is transacted at an Annual General Meeting.
The Chairman of BSAC or in his absence the Vice-Chairman shall preside as the chairman of every General Meeting but if there be no such Chairman or Vice-Chairman or if at any meeting neither shall be present within fifteen minutes after the time appointed for holding the same or shall be unwilling to preside the Members present and entitled to vote shall choose some member of the Council or, if no member of the Council be present or if all the members of the Council present decline to take the chair, they shall choose some other member of BSAC who shall be present to preside. No business shall be discussed or transacted at any General Meeting whilst the chair is vacant except for the election of a chairman.
(A) No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided the number of members being a quorum shall be:
1. in the case of an Annual General Meeting fifty voting members in person;
2. in the case of an Extraordinary General Meeting one hundred voting members in person.
(B) If within half an hour from the time appointed for the General Meeting a quorum is not present the meeting if convened upon the requisition of Members shall be dissolved in any other case it shall stand adjourned to such other day and at such other time and place as Council may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.
Every notice convening a General Meeting shall comply with the provisions of Section 136(2) of the Act as to the giving of information to Members in relation to their right to appoint proxies and notices of and other communications relating to General Meetings which any Member is entitled to receive shall be sent to all Members and to the Auditors.

VOTES OF MEMBERS
Article 8(B) defines which members shall be entitled to vote at General Meetings.
(A) A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote whether on a show of hands or on a poll by his committee receiver curator bonis or other person in the nature of a committee receiver or curator bonis appointed by that court and any such committee receiver curator bonis or other person may on a poll vote by proxy.

(B) No member shall be entitled to vote at any General Meeting unless all moneys presently payable by him to BSAC have been paid.

(C) On a poll votes may be given either personally or by proxy. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

(D) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if the appointer is a corporation either under seal or under the hand of an Officer or attorney duly authorised.
or
The instrument appointing a proxy may be in the form of a secure electronic communication as prescribed by Council.

A proxy need not be a member of BSAC.

(E) The instrument appointing a proxy and the power of attorney or other authority if any under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or in the case of a poll not less than 24 hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

(F)An instrument appointing a proxy shall be in the form of the document shown in the Appendix to these Articles or as near thereto as circumstances permit.

(G) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed Provided That no intimation in writing of such death insanity or revocation as aforesaid shall have been received by BSAC at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.
In the case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote.
The chairman of the meeting may with the consent of any quorate meeting (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid the Members shall not be entitled to any notice of any adjournment or of the business to be transacted at an adjourned meeting.
At any General Meeting a motion put to the vote of the meeting shall be decided by a poll.
A poll shall be taken in such manner as the chairman of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.

POWERS OF COUNCIL
(A) Without derogation from the general powers of management and the particular powers conferred upon it by these Articles Council shall have power:
1. To promulgate amend revise and amplify such Rules not being inconsistent with these Articles as it may consider necessary or desirable in connection with the conduct of the activities of members of BSAC the maintenance of the highest standards of safety in all underwater activities or other matters within the scope of the objects of BSAC and to interpret and give rulings upon Rules. A copy of all Rules shall be available for inspection at the Office.
2. Generally to exercise all such powers of BSAC and to do on behalf of BSAC all such acts as may be exercised or done by BSAC and are not by the Act or by these Articles required to be exercised or done by BSAC in General Meeting or are inconsistent with the Act or with the provisions of these Articles.
3. To hold meetings at such times and in such places as it may think fit and not less than once in each quarter.
4. To appoint fix the remuneration of and dismiss paid staff of BSAC.
5. To appoint, determine the terms of reference of and dissolve such committees sub-committees and working groups as it may think fit under the terms of Article 51.
6. To appoint a President Vice Presidents and a Patron.
7. To create such new classes of Membership of BSAC, in addition to those specified in Article 8(A), carrying such rights and being subject to such restrictions and eligibility criteria, as it may think fit.
(B) The Members of Council may act notwithstanding any vacancy in their body Provided That if the number of members of Council shall at any time be reduced below the limit prescribed by Article 19 they shall act as the Council only to admit persons to membership of BSAC, fill vacancies in Council or to convene a General Meeting and for no other purpose.

(C)
1. Council may establish or permit to be established Branches of BSAC of the following categories:
  1. Ordinary Branches;
  2. Special Branches where circumstances prevent the membership and activities being open to all members of BSAC;
  3. Snorkelling Branches whose membership shall confine their activities to Snorkelling without the use of breathing sets;
  4. Youth Branches to promote training for and the safe practice of as appropriate:
    (a) snorkel diving for those in the age group 8-18 years;
    (b) aqualung diving and related underwater activities for those in the age group 14-18 years; and
    (c) aqualung diving and related underwater activities for those in the age group 18-23 years who are enrolled in a full-time course of higher education at a University Polytechnic College or similar institution;
  5. A General Branch (whose membership is open to any person who wishes to become a member of BSAC and who is not a member of any other Branch) of which Council will appoint its Officers and make its rules;
2. A Branch other than a Youth Branch shall not normally be established unless it shall consist of eight voting members of BSAC. If the number of voting members in an Ordinary Branch shall fall below eight and remain so for a year the Branch will if Council so directs be dissolved.
3. Only members of BSAC shall be members of Branches of BSAC.
4. Branches shall be subject to the Rules Provided That a Branch may make rules and bye-laws for the conduct of its own internal affairs which are not contrary or inconsistent with the Memorandum of Association or these presents.
5. A Branch shall not be entitled to be indemnified by BSAC against any liability which the Branch may incur.
THE SECRETARY
Subject to Section 21(5) of the Companies Act 1976 the Company Secretary shall be the Honorary Secretary or such other person as Council shall appoint for such time at such remuneration (consistent with these presents) and on such conditions as Council may think fit and a Company Secretary so appointed may be removed by Council. The provisions of Sections 177 and 179 of the Act shall apply and be observed. Council may from time to time by resolution appoint an assistant or deputy Honorary or Company Secretary who may act in the place of the Honorary or Company Secretary if he is incapable of acting or if the Office be vacant.

PROCEEDINGS OF COUNCIL
(A)
1. Council may meet for the despatch of business and adjourn and regulate their meetings in such manner as the members of Council may think fit.
2. Five elected Council members (who are not Officers) and one Officer shall be a quorum.
3. Questions arising at a meeting shall be decided by a majority of votes and in the case of an equality of votes the Chairman shall have a second or casting vote.
4. All Council members shall be entitled to receive seven days notice of Council Meetings.
(B)A meeting of Council may be summoned by a written notice to that effect signed by at least six members of Council and delivered to the Office addressed to the Honorary Secretary.
The chair at Council Meetings shall be taken by the Chairman or in his absence the Vice-Chairman or if neither is present the Members of Council present shall choose one of their number to be chairman of the meeting.
1. Council may delegate any of its activities (but without derogation of its powers) to committees and their members need not be members of the Council save that the Chairman of BSAC or his nominee shall ex-officio be a member of such committees and sub-committees.
2. Such committees shall be subject to annual re-appointment by Council.
3. The meetings and proceedings of such committees shall be governed by those provisions of these presents which regulate the meetings and proceedings of Council.
4. No resolution of or action by such committee shall bind Council or BSAC until ratified by Council.
Council shall cause proper minutes to be made of all proceedings of all General Meetings of BSAC and of Council and of committees of Council and every such minute if purported to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting of the same body shall be sufficient evidence without any further proof of the facts therein stated.
All acts bona fide done by any member of Council shall be valid notwithstanding that it be afterwards discovered that there was some defect in the appointment of such person or that he was disqualified.
No alteration of substance shall be made to rules governing diving qualification and standards unless previously discussed and approved at a meeting of Diving Officers to which all Branches were entitled to send representatives. An agenda and details of such proposed alteration shall be circulated to all Branches at least 14 days before the meeting exclusive both of the day on which notice is served or deemed to be served and the day of the meeting.

THE SEAL
The seal of BSAC shall not be affixed to any instrument except by the authority of a resolution of Council and in the presence of the Honorary Secretary and at least two other members of Council who shall sign the instrument and in favour of any purchaser or person bona fide dealing with BSAC such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.

THE ACCOUNTS
(A)Council shall cause accounting records to be kept in accordance with the requirements of Section 12 of the Companies Act 1976 and such records shall include:
1. all sums of money received and expended by BSAC and the matters in respect of which such receipts and expenditures take place;
2. a summary of all sales and purchases of goods by BSAC and;
3. the assets and liabilities of BSAC.
(B)Proper books shall not be deemed to be kept if there are not kept such books of accounts as are necessary to give a true and fair view of the state of BSAC's affairs and to explain its transactions.
(A)The accounting records and books of account shall be kept at the Office or (subject to Section 12(6) and (7) of the Companies Act 1976) at such other place or places as Council may think fit and shall always be open to the inspection of members of Council.
(B)Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of BSAC or any of them shall be open to the inspection of Members of BSAC not being members of Council and no Member of BSAC (not being a member of Council) shall have any right of inspecting any account or book or document of BSAC except as conferred by statute or authorised by Council or by BSAC in General Meeting.
At least once in every year within six months of the end of the accounting reference period of BSAC Council shall lay before BSAC in General Meeting an income and expenditure account made up to the end of such accounting reference period and a balance sheet made up as at the same date containing all such particulars with regard to the capital the assets and the liabilities of BSAC as are required by the Act.
Every such balance sheet as aforesaid shall be signed on behalf of Council by two members of Council and shall be accompanied by a report of Council as to the state of BSAC's affairs and the report of BSAC's Auditors in accordance with the Act.
A copy of every income and expenditure account balance sheet and report which is to be laid before BSAC in General Meeting shall be sent to the Auditors. The Auditor's report shall be open to inspection and be read before the meeting as required by Section 14 of the Companies Act 1967.

AUDIT
Once at least in every year the accounts of BSAC shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditors.

Auditors shall be appointed and their duties regulated in accordance with Section 161 of the Act, Section 14 of the Companies Act 1967 and Sections 13 to 18 of the Companies Act 1976 the Members of Council being treated as the directors mentioned in those sections.

NOTICES
(A) A notice may be served by BSAC upon any Member either personally or by properly sending it through the post in an envelope addressed to such Member as his address appearing in the Register of Members.

(B) Any notice if served by post shall be deemed to have been served on the day following that on which the envelope containing the same is put into the post and in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and sent by post.

WINDING-UP
If BSAC shall be wound up or dissolved the provisions contained in Clause 7 of the Memorandum of Association shall apply and have effect in all respects as if the same were repeated in these presents.

INDEMNITY
Every member of Council and every Officer and Auditor of BSAC shall be indemnified out of the funds of BSAC against all liabilities incurred by him as such member of Council Officer or Auditor in defending any proceeding whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with any applications under Section 448 of the Act for which relief is granted to him by the Court.

DUTIES OF MEMBERS
Every member of BSAC shall be bound to further to the best of his ability the objects interests and influence of BSAC and shall observe all the Rules of BSAC and shall undertake not to bring or join in bringing any action claim or other proceeding against BSAC its Officers or Members on account of their bona fide actions not contrary to these presents and carried out in the course of furthering the objects of BSAC.
Dissolution
A motion calling for the dissolution of BSAC shall be put only at an Extraordinary General Meeting convened for the purpose and at which special proxies only shall be used and shall be passed only by a 2:1 majority of votes cast by not less than 10% of the members of BSAC who are entitled to vote.
Interpretation Council shall determine any question as to the interpretation of these presents and may rule for any occurrence not provided for in these presents.

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Page last modified: 28th Apr 2006 - 07:17:15