THE COMPANIES ACT 1985, 1989 AND 2006
COMPANY LIMITED BY GUARANTEE
MEMORANDUM AND ARTICLES OF ASSOCIATION
(Adopted 31 March 2004, updated March 2007, November 2010 and November 2013)
THE BRITISH ACADEMY OF AUDIOLOGY
The Memorandum and Articles may be altered by
Special Resolution of the Members in General Meeting 1
THE COMPANIES ACT 1985, 1989 AND 2006
COMPANY LIMITED BY GUARANTEE
NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
BRITISH ACADEMY OF AUDIOLOGY
The Company's name is the British Academy of Audiology (BAA). In this document it is referred to as
2. Registered Office
The Academy's registered office shall be located at Fitwise Management Ltd |Blackburn House | Redhouse Road |Seafield |West Lothian | EH47 7AQ or such other location as the Board may determine. The BAA may have other offices at such other places as the Board of Directors may from time to time designate or as the business of the BAA may require.
3. Objects – Mission of BAA
The British Academy of Audiology:
- Is the largest organisation for professionals in hearing and balance in the UK
- Provides leadership, inspiration and guidance
- Develops and promotes excellence in services for patients
- Is a driving force for improving quality standards, training and education
- Promotes the profile of audiology as an autonomous profession
4. Powers of BAA
In furtherance of the Objects but not otherwise the BAA may exercise the following powers:
- To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the BAA
- To raise funds and to invite and receive contributions: provided that in raising funds the BAA shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations
- To acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of property
- To establish or support any charitable trusts, associations or institutions formed for all or any of the Objects
- To co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them
- To pay out of the funds of the BAA the costs, charges and expenses of and incidental to the formation and registration of BAA
- To do any act, thing or otherwise, which, in their absolute discretion, the Board may deem to be necessary or prudent, relating to the Objects of the BAA and to finance them and to do all such other lawful things as are necessary for the achievement of any of the Objects
5. Benefits to members and directors
The income and property of the BAA shall be applied solely towards the promotion of the
Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus
or otherwise by way of profit, to members of the BAA.
6. Limited liability
The liability of the BAA members is limited.
Every member undertakes to contribute to the assets of the BAA in the event of the Academy being wound up while they are a member or within one year after they cease to be a member, for the payment of the BAA’s debts and liabilities contracted before they cease to be a member and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding One Pound (£1).
If the BAA is wound up or dissolved, and after all its debts and liabilities have been satisfied, there remains any property it shall not be paid to or distributed among the members of BAA, but shall be given or transferred to some other company or charity having objects similar to the Objects which prohibit the distribution of its income and property to an extent at least as great as is imposed on BAA , chosen by the members of BAA at or before the time of dissolution and if that cannot be done then to some charitable body associated with the Profession or those hard of hearing or deaf.
THE COMPANIES ACT 1985, 1989 AND 2006
COMPANY LIMITED BY GUARANTEE
NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
BRITISH ACADEMY OF AUDIOLOGY
(Adopted by Special Resolution on 31 March 2004, updated March 2007 and Nov 2010)
DEFINITIONS AND INTERPRETATION
1.In these Articles the following words and phrases have the following meanings:
The company as intended to be regulated by these Articles
The Companies Act 1985, 1989 and 2006 together including any statutory modification or re-enactment for the time being in force
These Articles of the Association of the Academy
The Executive Committee of the Academy
The Board Directors
The members of the Executive Committee of the Academy
The Memorandum of the Association of the Academy
The registered office of the Academy
The Chair of the Board of the Academy
The Secretary of the Academy or any other person appointed to perform the duties of secretary of the
The United Kingdom
The United Kingdom of Great Britain and Northern Ireland
A specified number of days, in relation to a length of time with which a notice must be served before an event means that length of time excluding the day on which the notice is served or deemed to be served and the day of the event.
Subject as above, any words or expressions contained in the Act shall, if not consistent with the context, bear the same meaning as in the Articles.
2. The members of the BAA shall consist of students, affiliates, associates, corporate, full, honorary and overseas members. Additional categories may be established by policy of the Board of Directors.
All members shall hold rights and obligations as defined by the membership categories as outlined in
All members of BAA will abide by BAA’s established Code of Conduct and this shall be periodically
reviewed and amended by the BAA Board. Copies of the Code of Practice shall be given to all members
on their first admission as members of the BAA. BAA members and the Board of Directors shall not
discriminate against any person.
Application documentation and criteria will be followed in accordance with the current BAA policy and procedures.
3. Student Membership
Student Membership includes-
• Applicants sponsored by their tutor on a BAA recognised full time qualification in Audiology and not able to fulfil criteria for Full or Affiliate BAA membership
• Applicants sponsored by their tutor on a BAA recognised part-time qualification in Audiology for a period of no more than 2 years, and not able to fulfil criteria for Full or Affiliate BAA membership
Membership as a student will be granted on the production of confirmation of registration on the course and will continue for the length of that course. Student membership will last until the 1st October in the year of graduation. Affiliate membership should be taken from October 1st until membership to the appropriate registration body has been obtained. The member will be contacted in the August of their graduation to remind them that they need to upgrade their membership status.
When membership to the appropriate registration body has been confirmed members will eligible to upgrade to Full membership.
It is the individual’s responsibility to ensure that they upgrade their membership as appropriate. If the BAA do not receive the necessary registration details by January 1st in the year following graduation BAA will suspend their membership.
Student members do not have the right to vote at the AGM and cannot hold office as a BAA Board Director.
4. Affiliate Membership
This is open to those who have a qualification in Audiology or a related interest but do not fulfil either Full, Overseas or Student membership requirements.
Affiliate members do not have the right to vote at the AGM and cannot hold office as a BAA Board Director.
5. Associate Membership
For those applicants who are not eligible for election as Full or Affiliate Members but are actively engaged as Assistant Healthcare Practitioners or equivalent in the practice of Audiology.
Associate members do not have the right to vote at the AGM and cannot hold office as a BAA Board Director.
6. Corporate Membership
This membership category is open to companies and organisations in the area of hearing healthcare, except for the service provider organisations. Corporate membership does not give the right to vote in the AGM. Membership is subjected to the terms and conditions contained in the BAA Corporate Members application. BAA reserve the right to remove corporate membership from any corporate members at any stage during a subscription year in the event of the corporate member behaviour being deemed inappropriate.
7. Full Membership
New applicants with documented proof of a BAA recognised qualification in Audiology and appropriate registration accepted by BAA.
New BAA applications from professionals, with a related interest, at the discretion of the BAA Board.
Full members have the right to vote at the AGM and can hold office as a BAA Board Director.
8. Overseas Membership
For those applicants who have a qualification/interest in Audiology but work overseas.
Overseas members do not have the right to vote at the AGM and cannot hold office as a BAA Board Director.
9. Honorary Membership
Awarded by the BAA Board to full members/individuals for their outstanding contribution to Audiology.
Honorary members have the right to vote at the AGM and can hold office as a BAA Board Director.
No person shall be admitted as a member of the BAA unless his/her application for membership has
been approved by the Board.
10. Membership runs on a 12 month rolling basis from the date of membership. The amount of annual membership subscription is determined by the Board and reviewed on an annual basis.
SUSPENSION AND EXPULSION OF MEMBERS
11. Members whose annual subscriptions are unpaid by July 1st will be notified by the Secretary. If the dues remain unpaid for a further 30 days this will result in suspension of membership. They may apply for membership again following the policy and procedures. The Board may assess a fee for reinstatement.
Student members upgrading their membership to Full or Affiliate status during their graduation year will be charged the new membership rate from October 1st. Failure to upgrade by January 1st will result in suspension of membership
The BAA Board may expel any member who no longer meets the membership requirements or who is found to be in violation of the BAA Code of Conduct. A member who is expelled may file a grievance with the BAA Board and follow the grievance procedure of BAA.
TERMINATION OF MEMBERSHIP
12. Any member may submit a resignation, in writing to the BAA Secretary. The member shall cease to be a member of BAA as of the date of submission. Subscriptions paid are not refundable.
The BAA Board may terminate the membership of any member of the BAA who no longer meets the
membership requirements or who is found to be in violation of the BAA Code of Conduct.
Additionally a member may be terminated if their state registration to practice in Audiology has been
revoked or suspended or if they have been found to be in violation of the law.
13.The BAA shall hold an Annual General Meeting of the general membership each year in addition to
any other General Meetings in that year. The Secretary shall notify the members of the AGM in
writing no fewer than 21 days before the appointed date. The Annual General Meeting shall be held at such time and place as determined by the Board and members shall be informed of significant actions taken by the Board since the last AGM.
14. Only members of the BAA will be entitled to attend and only Full members are eligible to vote.
All General Meetings other than Annual General Meetings shall be called Extraordinary General
15. An Extraordinary General Meeting shall also be convened on the requisition of members pursuant to
the provisions of the Act and shall be convened. The Secretary shall notify the members of the EGM in
writing at least 14 clear days before the appointed date, or shorter notice if agreed by the members.
NOTICE OF GENERAL MEETINGS
16. An AGM and EGM called for the passing of a special resolution will require at least 21 clear days’
notice. All other EGMs will require at least 14 clear days’ notice. However, a general meeting may be
called at shorter notice if agreed. The notice shall specify the time and place of the Meeting and the
general nature of the business to be transacted and, in the case of an AGM, shall specify the Meeting as such. The notice shall be given to all the Board Directors and Members. The accidental omission to give Notice of a meeting to, or the non-receipt of the notice of a Meeting by, any person entitled to receive notice shall not invalidate the proceedings of that Meeting.
17. The Board shall present at the AGM its report for the preceding year, which with audited accounts for that year and the Auditors’s Report shall be published in the Annual Report. Other business of the AGM shall be to consider the audited accounts and Auditors’ Report, to receive the report of the election of new Board Directors, to appoint and fix the Auditors for the forthcoming year and to transact any other business which may be introduced.
18. No business shall be transacted at any Meeting unless a quorum is present. The quorum shall be fifty persons entitled to vote upon the business to be transacted, each being a Full Member. If a quorum is not present within 15 minutes from the time appointed for the Meeting, or if during a Meeting a quorum ceases to be present, the Meeting if convened on the requisition of members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for the Meeting the members present shall constitute a quorum.
19. The President or in their absence some other Board member nominated by the Board shall preside as chair of the Meeting, but if neither the President nor such other Board member is present within
15 minutes after the time appointed for holding the Meeting and willing to act, the Board members
present shall elect one of their number to be chair and, if there is only one Board member present
and willing to act, they shall be chair.
20. If no Board member is willing to act as chair, or if no Board member is present within 15 minutes after the time appointed for holding the Meeting, the members present and entitled to vote shall choose one of their number to be chair.
21. The chair may, with the consent of a Meeting at which a quorum is present (and shall if so directed
by the Meeting), adjourn the Meeting from time to time and from place to place, but no business shall be transacted at an adjourned Meeting other than business which might properly have been transacted at the Meeting had adjournment not taken place. When a Meeting is adjourned for 14 days or more, at least 7 clear days' notice shall be given specifying the time and place of the adjourned Meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
22. A resolution put to the vote of a Meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of
the Act, a poll (i.e. an accurate head count) may be demanded by the chair of the Meeting or by at
least 10 Members present in person and entitled to vote.
23. Unless a poll is demanded, a declaration by the chair that a resolution has been carried or carried
unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry
to that effect in the minutes of the Meeting shall be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against the resolution.
24. The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the
chair. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands
declared before the demand for the poll was made.
25. A poll demanded on the election of a chair or on any question of adjournment shall be taken
immediately. A poll demanded on any other question shall be taken either immediately or at such time
and place as the chair directs not being more than 30 days after the poll is demanded. The chair may
appoint scrutineers (who need not be members) and fix a time and place for declaring the results of the poll. The demand for a poll shall not prevent continuance of a Meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the Meeting shall continue as if the demand had not been made. The result of the poll shall be deemed to be the resolution of the Meeting at which the poll is demanded.
26. In the event of an equality of votes, whether on a show of hands or on a poll, the chair shall be
entitled to a casting vote in addition to any other vote they may have.
27. No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the Meeting at which it is demanded. In other cases at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.
VOTES OF MEMBERS
28. Every Full and Honorary Member shall have one vote. Only Full Members are entitled to serve on the Board or nominate others to serve on the Board.
29. No Member shall be entitled to vote at any General Meeting unless all monies then payable by them to the Academy have been paid.
30. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned
Meeting at which the vote objected to is tendered, and every vote not disallowed at the Meeting shall be valid. Any objection made in due time shall be referred to the chair whose decision shall be final and conclusive.
31. On a show of hands only members present may vote but on a poll votes may be given either
personally or by postal vote as specified below
32. A member may instead of voting personally send to the Secretary at the registered office no later than 7 days before the General meeting a letter either clearly authorising the chair to vote on their behalf on any matter as the chair sees fit or specifying a positive or negative vote on any particular resolution on the agenda or anticipated by them that will be proposed at the meeting. Such a vote shall be as valid and binding as if the member had been present and voting in person. Notification prior to the meeting of the death or resignation or suspension or exclusion of the member shall terminate the power to vote.
33. Forms of proxy shall be in any usual form or in such other form as the Board may approve. Forms of proxy shall be sent by the Company to all persons entitled to notice of and to attend and vote at any
general meeting and shall (unless the Board determines otherwise) provide for voting both for and
against all resolutions to be proposed at that meeting, other than resolutions relating to the procedure of the meeting. The form of proxy shall be executed by or on behalf of the appointor and shall be deemed to confer authority to demand or concur in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given, in each case as the proxy thinks fit. A corporation may execute a form of proxy under the hand of a duly authorised officer.
34. A form of proxy (and any power of attorney or other written authority under which it is signed or a notarially certified copy, or a copy certified in accordance with the Powers of Attorney Act 1971, or the Enduring Powers of Attorney Act 1986 of such power or written authority) shall be deposited at the Office (or at such other place as shall be specified in the notice of meeting, or form of proxy or other document accompanying them) not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the form proposed to vote or, in the case of a poll taken subsequently to the meeting or adjourned meeting, not less than 24 hours before the time appointed for taking the poll. Unless so deposited, the form of proxy shall not be treated as valid. No form of proxy shall be valid after the expiration of 12 months from the date stated in it as the date of its execution. Unless the contrary is stated on it a form of proxy shall be valid for any adjournment of the meeting as well as for the meeting to which it relates.
BOARD OF MANAGEMENT
35. The number of members of the Board shall be not less than 2 but (unless otherwise determined by
ordinary resolution) shall not be subject to any maximum. All Board Directors shall be Full Members of
the Academy apart from the Board Director responsible for Students and Trainees. The four home
countries will be represented on the Board which may be by a co-opted full member.
POWERS OF THE BOARD
36. Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by special resolution, the business of the Academy shall be managed by the Board who may exercise all the powers of the Academy. No alteration of the Memorandum or the Articles and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Board by the Articles and a Meeting of the Board at which a quorum is present may exercise all the powers exercisable by the Board.
37. In addition to all powers conferred upon them in the Articles and without detracting from the generality of their powers under them, the Board shall have the following powers:-
(1) To expend the funds of the Academy in such manner as they shall consider most beneficial for the achievement of the Objects and to invest in the name of the Academy such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the Objects of the Academy;
(2) To enter into contracts on behalf of the Academy.
APPOINTMENT AND RETIREMENT OF MEMBERS OF THE BOARD
38. All Board Directors, other than the President, Past President and Vice President shall be elected for a period of three years. They may be re-elected for one further period of three years. At the end of two periods of office, they shall not be eligible for re-election to the Board but shall be qualified for election when they have been out of office for one year.
39. The Vice President shall be elected by the Board from the Board Directors for a period of three years and shall serve one year as Vice President followed by one year as President. At the end of the President’s period of office, they shall step down into the role of Past President for a period of one year. They shall not be eligible for re-election to the Board until they have been out of office for one year.
40. Nominations for appointment or reappointment to the Board may be made by any 2 members of the Board, or by any other 2 Full members who notify the Secretary in writing at the registered office the candidate’s name, work address, confirmation of willingness to serve and a brief biographical statement. Nominations must be received 8 weeks before the date appointed for the meeting.
41. No person may be appointed as a Board member unless they have attained the age of 18 years; or
in circumstances such that, had they already been a Board member, they would have been disqualified from acting under the provisions of the Articles.
42. All persons who are entitled to receive notice of the Meeting shall be notified of nominations to serve on the Board no less than 7 nor more than 28 clear days before the date appointed for holding a General Meeting. The notice shall provide the name, work address and short biographical details provided by the candidates.
43. The Board members may appoint a person who is willing to act as a Board member either to fill a
vacancy or as an additional Board member provided that the appointment does not cause the number of Board members to exceed any number fixed by or in accordance with the Articles as the maximum
number of Board members. A Board member so appointed shall hold office only until the next following
Annual General Meeting and shall not be taken into account in determining the Board members who are to retire. If not reappointed at such Annual General Meeting, they shall vacate office at its conclusion.
44. No Board member may serve more than 2 consecutive full 3 years terms of office
45. A Board member who retires at an Annual General Meeting may, if willing to act, be reappointed.
46. The Board may co-opt any Full or Honorary member onto the Board. Such co-opted members shall
not have the right to vote on the Board. At each Annual General Meeting all co-opted members will step down but may be reappointed by the Board. Co-opted members do not have to be nominated in the formal way as other members of the Board.
RESIGNATION OF BOARD MEMBERS AND OFFICERS
47. Any member of the Board or Officer who wishes to resign their position should give notice in writing to the Academy. Resignation will be effective on receipt of the resignation at the Office, acceptance of such resignation by the Board and entry of such into the minutes. The President, Vice-President, Secretary or Treasurer may resign that Office without at the same time resigning their membership of the Board.
DISQUALIFICATION AND REMOVAL OF BOARD MEMBERS
48. A Board member shall cease to hold office if they:
(1) Ceases to be a member of the Academy by virtue of any provision in the Act or is disqualified from
Acting as a member of the Board by virtue of Section 72 of the Charities Act 1993 (or any statutory re-
enactment or modification of that provision);
(2) Becomes incapable by reason of mental disorder, illness or injury of managing and administering their own affairs;
(3) Resigns their place on the Board by notice to the Academy (but only if at least 2 Board members will remain in office when the resignation is to take effect);
(4) Is absent without the permission of the Board from all their Meetings held within a period of 6 months and Board resolves that their office be vacated; or
(5) Is subject to and loses a vote of no confidence on the Board
(6) Is prevented from practising by a decision of their regulatory or registration body for reasons other than age, disability or change of employment.
APPOINTMENT OF OFFICERS OF THE BOARD
49. After each AGM the Board shall appoint from within the elected Board members the following Officers: a President, a Vice-President, a Secretary and a Treasurer. They may also appoint
members to such other roles as they see fit.
50. No Board member shall take or hold any interest in property belonging to the Academy or be interested otherwise than as a member of the Board in any other contract to which the Academy is a party.
PROCEEDINGS OF THE BOARD
51. Subject to the provisions of the Articles, the Board may regulate its proceedings as it thinks fit. Any two Officers may call a Meeting of the Board. It shall not be necessary to give notice of a Meeting to a
Director who is absent from the United Kingdom.
52. Questions arising at a Meeting shall be decided by a majority of votes. In the case of an equality of
votes, the chair shall have a second or casting vote.
53. The quorum for the transaction of the business of the Board may be fixed by the Board but shall not be less than half the members of the Board with voting rights on the Board or two, whichever is the
54. The Board may act notwithstanding any vacancies in their number, but if the number of Board
members is less than the number fixed as the quorum, the continuing members may act only for the
purpose of filling vacancies or of calling a general Meeting.
55. The members of the Board may appoint one of their number to chair their meetings and may at any
time remove them from that office. Unless they are unwilling to do so, the President, or failing them the
Vice-President shall preside at every Meeting of the Board at which they are present. But if there is no
Board member holding that office, or if the Member holding it is unwilling to preside or is not present
within 15minutes after the time appointed for the Meeting, the Board Members present may appoint one of their number to be chair of the Meeting.
56. The Board may create one or more sub-committees consisting of at least one Board member for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Board would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Board.
57. Whenever a Board member has a personal interest in a matter to be discussed at a meeting of the
Board or a committee the Board member concerned must:
(1) declare an interest at or before discussions begin on the matter;
(2) withdraw from the meeting for that item, unless expressly invited to remain in order to provide
(3) not be counted in the quorum for that part of the meeting;
(4) withdraw during the vote and have no vote on the matter.
58. All acts done by a Meeting of the Board, or of any of its sub-committees, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any member or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a member and had been entitled to vote.
59. A resolution in writing, signed by all the Board members entitled to receive notice of a Meeting of the Board or of a subcommittee, shall be as valid and effective as if it had been passed at a Meeting duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the Board members.
60. Any bank account in which any part of the assets of the Academy is deposited shall be operated by
the Board and shall indicate the name of the Academy. All cheques and orders for the payment of
money from such account over an amount agreed by the Board shall be signed by at least 2 Board
members one of whom shall be the Treasurer.
BOARD MEMBERS’ EXPENSES
61. Board members may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at Meetings of the Board, committees of Board members or General Meetings or otherwise in connection with the discharge of their duties. These rates should
normally be based on NHS rates.
62. Subject to the provisions of the Act, the Secretary shall be appointed by the Board for such term, at
such remuneration (if not a Board member) and upon such conditions as they may think fit; and any
Secretary so appointed may be removed by them.
63. The Board shall keep minutes in books kept for the purpose:
(1) of all appointments of Officers made by the Board members; and
(2) of all proceedings at Meetings of the Academy and of the Board, and committees and sub-committees of the Board, including the names of the members present at each such meetings.
64. Accounts shall be prepared in accordance with the provisions of Part VII of the Act.
65. Any notice to be given to or by any person pursuant to the Articles shall be in writing or electronic communication, except that a notice calling a Meeting of the Board members need not be in writing.
66. The Academy may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address or by electronic communication to a supplied address. A member whose registered address is not within the United Kingdom and who gives to the company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Academy.
67. A member present in person at any Meeting of the Academy shall be deemed to have received notice of the Meeting and, where necessary, of the purposes for which it was called.
68. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be
conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
69. Subject to the provisions of the Act, every Board member or other officer or auditor of the Academy
shall be indemnified out of the assets of the Academy against any liability incurred by them in that
capacity in defending any proceedings, whether civil or criminal, in which judgment is given in their favour or in which they are acquitted or in connection with any application in which relief is granted to them by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Academy.
70. The Board may from time to time make such rules or bye-laws as they may deem necessary or
expedient or convenient for the proper conduct and management of the Academy and for the purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the
generality of the foregoing, they may by such rules or bye-laws regulate:
(1) the admission and classification of members of the Academy (including the admission of organisations to membership) and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members;
(2) the conduct of members of the Academy in relation to one another, and to the Academy's employees;
(3) the setting aside of the whole or any part or parts of the Academy's premises at any particular time or times or for any particular purpose of purposes;
(4) the procedure at general Meetings and Meetings of the Board and committees of the Board members, insofar as such procedure is not regulated by the Articles;
(5) generally, all such matters as are commonly the subject matter of company rules.
71. The Academy in General Meeting shall have power to alter, add to or repeal the rules or bye laws and the Board shall adopt such means as they think sufficient to bring to the notice of members of the
Academy all such rules or bye laws, which shall be binding on all members of the Academy, provided that no rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the
Memorandum or the Articles.