Rules of the Norman Lockyer Observatory Society

INTRODUCTION

The Society is incorporated in England & Wales under the Companies Act 1985 as a Private Company Limited by Guarantee, Registered No. 3048646 and as a Registered Charity, No. 1048807.

By a Lease DN191924, dated 2 October 1995, the Society has leased the Norman Lockyer Observatory, Salcombe Hill, Sidmouth, from the East Devon District Council for the term of thirty years from 1 October 1995. By a Deed of 2 October 1995, the Society has entered into an agreement with East Devon District Council to provide for a joint Management Committee of the Society and the Council to assist and advise in the running and management of the Observatory.

As defined in Clause 3 of its Memorandum of Association, the Society is established to:
". . . promote, develop and encourage public education in, awareness and study of science, engineering and technology,science education and research and the recreational study of science; especially sciences related to astronomy and all forms of communication,

advance the education of the public in the achievements of Sir Joseph Norman Lockyer (1836 - 1920), his son, Dr William James Stewart Lockyer (1868 - 1936) and their contemporaries and associates in the advancement and development of astronomy, astrophysics and allied sciences, and in archaeology, meteorology, scientific and literary journalism, and in the development of international understanding and co-operation in science, and all means of communication between peoples, and to encourage the study of and research in these topics . . . "

Subject to the Companies Act 1985, the conduct of the Society's affairs is governed by its Memorandum & Articles of Association, a copy of which is available to members at the office of the Administration Secretary at the Observatory. Members may obtain copies at cost.

Without prejudice to the foregoing, the following Rules are promulgated to promote effective operation of the Observatory and other activities of the Society, and to provide for the maximum participation of members.

In any interpretation of these Rules or in the event of dispute, the provisions of the Act and of the Memorandum & Articles of Association apply.

MANAGEMENT STRUCTURE

The BOARD OF DIRECTORS / TRUSTEES, hereinafter also referred to as the Directors, bears responsibility for the management of the Society, its contracts, financial administration and fulfilment of its statutory obligations. The Board may exercise all the powers of the Society. Only the Directors may enter into contracts or receive or disburse monies in the Society's name. Contractual and financial instruments obligating the Society shall be signed by any two directors or, if required by law, by the Chairman and Company Secretary.

The election and retirement of directors is governed by Paragraphs 73 - 80 of Table A of the Companies Act 1985 as incorporated in Paragraphs 49 to 56 of the Society's Articles of Association. Among other things, these provide for the directors to retire in rotation annually and to be elected by the members at the AGM of the Society.
The Board is assisted by a GENERAL COMMITTEE. This is representative of the Society's (a) Interest Groups and (b) Members not in any specific Interest Group.
The Board at its discretion appoints MANAGERS to act in organizational or supervisory capacities including the care and maintenance of the Society's technical equipment and archives, the organization of educational courses, the supervision of security and safety measures and for other purposes as may be necessary from time to time.
The Board , after consultation in the General Committee, may also appoint HONORARY ADVISERS, being persons of recognized achievement in professional, business or academic capacities relevant to the objects of the Society and who are willing to assist in furthering the Society's interests. The Board, similarly, may confer upon such Advisers, and in rare cases upon other deserving persons, the status of HONORARY ASSOCIATE OF THE NORMAN LOCKYER OBSERVATORY, permitting participation in the Society's activities and use of the Observatory's facilities. Advisers and Associates shall not have any executive responsibility, duties or voting rights but they may, if they so wish and by the appropriate application, become full members of the Society acquiring thereby the rights and responsibilities of ordinary members. An appointment as Honorary Adviser shall cease if and while the appointee holds elected or other office in the Society, and that of Honorary Associate shall cease if the appointee becomes a full member of the Society.

THE GENERAL COMMITTEE

5. The General Committee shall consist of

* the Directors, of whom at least two must be present for the proceedings of any meeting to be valid;

* two representatives elected from each of the Interest Groups, with the proviso that a member may not represent more than one Interest Group;

* two representatives elected from members not in any Interest Group;

* Managers and other persons, including Honorary Advisers, co-opted by the Board of Directors/Trustees.

6. The Chairman of the General Committee shall be the Chairman of the Board of Directors/Trustees or in his absence another director. The Secretary shall be a member appointed by the Committee.

7. The General Committee shall consider and make recommendations for the activities and programmes of the Society. Resolutions and recommendations of the General Committee shall be notified to the Board of Directors/Trustees and be subject to approval by the Board.

8. The General Committee shall meet not less than four times annually and may itself decide on additional meetings.

INTEREST GROUPS

9. The following INTEREST GROUPS are recognized and approved by the Board:

(a) The Astronomical Observers Group, incorporating also Solar Observations

(b) The Radio Group, incorporating also Satellite Communications

and Earth Remote Sensing

(c) The Computer Group

Groups and members may combine for particular projects, e.g. radio astronomy, meteorology.

10. Other Interest Groups for activities falling within the Society's objects and purposes may be established, subject to approval by the Board, upon application by members in sufficient number to ensure adequate performance of the proposed Group's aims and programme.

11. Each Group shall determine its own programme of activities and shall elect a Chairman and Secretary together with such committee as it may decide. The Group shall also elect two of its members to the General Committee.

12. The Group's use of Observatory's facilities and other resources of the Society is subject to co-ordination through the Society's Administration Secretary and to such other regulations as may be issued by the Board from time to time after consultation in the General Committee.

13. Each Group shall appoint a member to be responsible for measures co-ordinated by the Society's Safety Officer to ensure the security of the premises and to meet the requirements of the Health & Safety Act in regard to members and the public.

14. For the purposes of the Society's annual report and not later than April 15 annually, each Group shall submit to the Board an account of its activities and achievements.

MEMBERS

15. The Society has been established to provide resources by which members can develop their studies and pursuits in astronomy, communications and related sciences and help in fulfilling the Society's charitable purposes, namely, the encouragement of public interest and education in these and other matters as set out in the Memorandum of Association.

16. The Classes and Conditions of Membership are as defined in the Articles of Association, the relevant extract being at Annex A to these Rules.

17. The liability of Full Adult Members is limited to their undertaking to pay a sum not exceeding Ł10 in the event that the Society has to be wound up. The form of guarantee is set out in the application for membership. Additionally, members shall pay an annual membership subscription ( 1995, Ł10 for full members, Ł2 for students of the Society and minors ) for use of the Society's facilities. The subscription may be varied on proposal of the Board of Directors with approval of members at a General Meeting of the Society. Annual subscriptions cover the Society's financial year, 1 April to 31 March. Subscriptions are due to be paid within one month of the start of each year or, in default of such payment, within two months of a notice issued by the Membership Secretary, after which membership shall be deemed to have lapsed if the dues remain unpaid.

18. Members also undertake, where possible and as far as is reasonable in their circumstances, to assist the Board and General Committee in meeting the Society's obligations to operate the Norman Lockyer Observatory for the public benefit in accordance with the agreements entered into with East Devon District Council and/or other authorities. Members individually should be attentive to the needs and interests of members of the public and other groups visiting the Observatory.

19. Members are entitled to attend meetings of any or all of the Interest Groups established with approval of the Directors. However, active participation and the use of equipment by members attending any Group is subject to each Group's own requirements for registration, training or qualification.

20. The members' meeting room and library facilities are provided subject to reservation. The room may be required from time to time for Interest Group or Society meetings, for teaching purposes or to give access to the HF Radio Room by visitor groups and when the Observatory is open to the public.

21.Members

(a) Through their Interest Groups, elect their representatives on the General Committee;

(b) Elect the Directors/Trustees at the annual general meeting (AGM) of the Society;

22. Members individually may at any time through their Interest Group representatives, or directly through the Administration Secretary of the Society, raise matters for consideration by the Board and / or the General Committee. Members may be called upon to submit such requests in writing. In regard to matters of importance that cannot be settled through these channels, members, in procedures set out in Annex B to these Rules, may requisition a resolution to be put before the AGM of the Society or an extraordinary general meeting of the Society to consider a resolution put before it.

MEETINGS

23. The business meetings of the Society shall be conducted in accordance with the provisions of the Companies Acts 1985 / 1989 and the Articles of Association of the Society. The procedures are summarised in Annex B forming part of these Rules.

GENERAL

24. The interiors of all buildings, domes and outbuildings at the Observatory are designated NO SMOKING areas.

25. The conduct of members and students on the Society's premises shall at all times be consistent with the character of the Observatory as a centre for science and technology continuing in the tradition established by Sir Norman Lockyer and his associates.

For and on behalf of the Board

of the Norman Lockyer Observatory Society

20 December 1995 (signed) (signed)

John Trout Jack A Wickings

Director / Company Secretary Director / Chairman

ANNEX "A" to RULES OF

THE NORMAN LOCKYER OBSERVATORY SOCIETY

Extract from the Articles of Association of the Society (the Company)

. . . . .

MEMBERSHIP

3. The subscribers to the memorandum of association of the company and such other persons as the directors shall admit to membership in accordance with the provisions of the articles hereinafter contained shall be members of the company. No person may be admitted a member of the company unless he is approved by the directors. Every person who wishes to become a member shall deliver to the company an application for membership in such form as the directors require executed by him.

4. A member may at any time withdraw from the company by giving at least seven clear days notice to the company. Membership shall not be transferable and shall cease on death.

A person shall ipso facto cease to be a member of the Society if he:-

a) becomes a bankrupt

b) is expelled by a resolution of the directors passed in a manner provided in article 8.

c) shall be in arrears of his annual subscription for two complete years,

5. All full members will also make declarations of guarantee and to make such undertakings and service to the Society according to the rules of the society for the time being adopted by resolution of the directors and approved by the members at a general meeting.

Contractual guarantees made to the Society by members shall remain in force for one year after that person ceases to be a member or until the death of the member or former member.

CLASSES OF MEMBERSHIP

6. (a) FULL ADULT MEMBERS AND GUARANTORS. Full membership may be given to those who are able to enter into the contractual undertaking necessary to be a guarantor of the Society and on payment of the appropriate annual subscription as determined by the directors and approved by the members in advance. Full members, being members of the Society, may vote in elections of the directors, and all or any constituent committee(s) to which they are admitted to membership and on all elective matters relating to the Society's articles.

(b) STUDENT of the Norman Lockyer Observatory Society. Studentship may be given to all bona fide students, minors and others who may not enter into contractual undertakings, but who are desirous of the benefits afforded to students of the Norman Lockyer Observatory Society, including use of its facilities and support in pursuance of the purposes of the Society's objects, on payment of an appropriate annual subscription in advance as determined by the directors and approved by the members. Students may not vote in the election of directors, or on matters relating to the Society's articles.

(c) HON. MEMBERS, HON. LIFE MEMBERS, HON. VICE PRESIDENTS. Provided that the members, with the approval of the directors, may elect at a general meeting to Honorary Membership, Honorary Life Membership, Honorary Vice Presidents, or to such titles as they may from time to time decide, those persons, whether members of the Society or not, whom the Society wishes to honour in recognition of their services to the Society or in recognition for their services on behalf of and for science and the pursuit of any or all of the Society's objects, on such terms as the members may from time to time decide. These members will have right to vote in elections of directors or on all matters concerning the Society's affairs, including its articles of association, as full members provided that they have made declarations as guarantors.

ANNUAL SUBSCRIPTION

7. The annual subscription and entrance fee payable by a member shall be such as the directors, with approval of the members, shall from time to time determine.

8. Any member of the Society may be suspended by the directors or expelled by resolution of the members at an extraordinary general meeting of the Society. Any member so proposed to be expelled shall be entitled to make any statement which he may desire at a meeting of the Society before the resolution expelling him is passed. The decision of the members shall be final and binding on the member and no reasons for such decision shall be given. A member who has been expelled by the Society shall not be entitled to have his subscription for the current year or his entrance fee (if any) refunded to him and he shall not in future be eligible for re-election or be introduced as a visitor to the premises of the Society unless otherwise permitted by resolution of the members.

9. In the event of a member being automatically removed from the list for arrears of subscription, he may be reinstated on payment of any arrears or on re-application without further payment of another entrance fee (if any) at the discretion of the directors.

ANNEX B

THE NORMAN LOCKYER OBSERVATORY SOCIETY

GENERAL MEETINGS & PROCEDURES

Note: The definitive legal provisions are contained in the Articles of Association and the Companies Acts 1985 / 9. Subject to the foregoing, the following is presented in good faith as a summary extract of procedures applicable to the Society. [ In square brackets are references to paragraphs of the Companies Acts (CA) and to the Articles of Association (Art.) of the Society ]. The attention of members is also drawn to the "Members and Management" footnote to this Annex.

GENERAL MEETINGS

1. Types. General meetings of members for the transaction of Society business shall be of two kinds:

(a) the annual general meeting (AGM)

(b) extraordinary general meetings, being any general meeting other than the AGM.

2. (a) Notice of Meetings. The directors may with at least twenty-one clear days notice call (i) an annual general meeting or (ii) an extraordinary general meeting for the passing of a special resolution or a resolution appointing a person to be a director. All other extraordinary general meetings shall be called with at least fourteen days notice but a general meeting may be called by shorter notice if it is agreed, in the case of an AGM, by all members entitled to attend and vote thereat, and in the case of any other meeting by a majority similarly entitled and holding not less than ninety-five percent of the total voting rights. The notice shall state the nature of the business to be transacted and in the case of the AGM shall specify the meeting as such. [Arts 10, 11, 12, 13. CA 366 ]

(b) If the directors fail to call any general meeting within the prescribed time, members of the Society holding not less than five percent of the voting rights may call a meeting [CA370]. If for any reason it is impractical to call a meeting in the manner prescribed in the Articles or Act, a director or a member may apply to the court to order a meeting to be called, held and conducted in any manner the court thinks fit. [CA 371 ]

(c) In default of a notice for the calling of an AGM, the Secretary of State for Trade & Industry may, on the application of any member of the Society, call or direct the calling of such a meeting, giving such directions as are thought expedient in the circumstances. [ CA 367 ]

3. Annual general Meeting (AGM). The first AGM of the Society shall be held within 18 months of the date of its incorporation (21 April 1995) and not more than 15 months shall elapse between the date of one annual general meeting and that of the next. (CA 366)

4. The AGM shall be for the purpose of (a) consideration of the accounts of the Society and any documents annexed to them; (b) receiving the reports of the directors and of the auditors; (c) the election of directors in the place of those retiring; (d) the appointment / re-appointment of auditors; (e) authorising the directors to fix the remuneration of the auditors.

RESOLUTIONS AND MEETINGS ON MEMBERS' REQUISITION

5. Annual general meeting. Members representing not less than one twentieth of the voting rights of the Society may requisition the directors to give notice of a resolution that may be properly moved and which is intended to be moved at that meeting and to circulate a statement of not more than 1000 words with respect to the matter referred to in the proposed resolution, except that the directors are not bound to give notice of such resolution or circulate such statement unless the requisition notice for a resolution is deposited at the Society's office not less than six weeks before the meeting or, in the case of a statement only, one week before the meeting and in either case there is deposited or tendered with the requisition a sum reasonably sufficient to meet the Society's expenses in giving effect to it. [CA 376, 377 ].

6. Extraordinary general meeting. On a requisition by members holding not less than ten percent of the voting rights of the Society, the directors shall proceed to convene such a meeting to be held not later than eight weeks after receipt of the requisition. The requisition must state the objects of the meeting and be signed by the requisitionists. [CA 368; Arts 11, 12]

CONDUCT OF GENERAL MEETINGS

7. Quorum. The quorum shall be five persons entitled to vote, each being a member or a proxy for a member. [Art. 15, 16 ]

8. Chairman. The chairman of the directors shall preside, or in his absence another director and if no such director is available a chairman shall be chosen from among the members entitled to vote. [ Arts. 17, 18 ]

9. Resolutions shall be decided, according to the majorities required, on a show of hands unless a poll is demanded, as follows: [Art. 21, CA. 370, 378, 379 ]

Ordinary resolutions (on matters where the Act or Articles state that the company in general meeting may pass such ) : by a simple majority;

Extraordinary resolutions (required after due notice and mainly in connection with winding-up) by a majority of not less than three-quarters of the members entitled to vote;

Special resolutions, after not less than 21 days due notice, by a majority of not less than three quarters of the members, as required for purposes including:

Alteration of the memorandum or the articles of association;

Change of name;

Initiating winding-up procedure:

Approval of an ultra vires transaction.

10. Poll. In respect of voting on a resolution, a poll may be demanded by the chairman or by at least two members having the right to vote, including a member's proxy. [Arts 21 to 24 and 27 to 29 ]

11. Casting Vote. In the case of an equality of votes, the chairman shall be entitled to a casting vote in addition to any other vote he may have, [ Art. 25 ]

12. Proxy Voting. A member entitled to vote at a general meeting may appoint a proxy to do so on his/her behalf, subject to procedures and in the form set out in the Articles [ Arts. 32 to 37 ] but a proxy shall not be entitled to speak at the meeting except to demand a poll and shall only vote on a poll. [Art 32. CA 372 ].

13. Determination of vote. The chairman's determination of the outcome of a vote shall be final and conclusive [Art.22, 27] and a record in the minutes of the meeting shall be evidence thereof. [ CA 382].

14. Minutes. Minutes shall be made of the proceedings of all general meetings and kept at the Society's office. Minutes shall be open to the inspection of any member and copies shall be available on payment of not more than 2.5p for every 100 words. [ CA 382, 383 ]

ENDNOTE

MEMBERS AND MANAGEMENT.

The directors are legally liable for the proper conduct of all aspects of the Society's affairs and administration in accordance with the Companies Acts 1985 /1989 and the Charities Acts 1992/1993. By contrast (see NLO Rule 17) the legal liability of individual members is limited to their undertaking to pay a sum not exceeding Ł10 in the event that the Society is wound up.

In "Company Law", 3rd Edn, Hodder & Stoughton, C.Thomas, LLB, Barrister-at-Law, states, page.121:

" The articles of the majority of companies delegate (the power of management) in words similar to Art. 70 ( NLO Society, Art.46 ) :

' the business of the company shall be managed by the directors who may exercise all such powers of the company '

The (members), having given these powers to the directors, cannot then override the directors' discretion".

Similarly, "Halsbury's Laws" ( ed. the Lord Hailsham, formerly Lord High Chancellor) Vol 7(1) Companies, paragraph 619, states:

". . . a numerical majority of the shareholders ( members )insufficient to alter the articles cannot, in the absence of any provision in the articles reserving appropriate power, impose its will on the directors as regards matters so entrusted to them . . . the shareholders ( members ) are not enabled, by resolution passed at a general meeting without altering the articles, to give effective directions to the directors as to how the company's affairs are to be managed, nor are they able to overrule any decision reached by the directors in the conduct of company business . . . "

It is for these reasons that the Rules of the Norman Lockyer Observatory Society ( paragraphs 2 and 5 to 8 ) provide for the General Committee to bring together the directors with representatives of interest groups and members. The Committee is the active interface through which the Society's affairs can be effectively managed on a continuing basis enabling the directors to give full and timely consideration to members' views and wishes.

Except when stated "for and on behalf of The Norman Lockyer Observatory", the facts, views and opinions expressed in these pages are those of the contributors. The Editor includes them in good faith and there is no intention to infringe any copyrights. Copyright remains the property of each contributor.