1. NAME 

The name of the company is 'Scientific Archivists Group Ltd'. Throughout this document, it shall be referred to as ‘The Group’.  

The governing body of The Group is 'the Board of Directors'. Throughout this document, it shall be referred to as 'The Board'.  

The body responsible for oversight of The Group's operations is the Operations Committee. Throughout this document, it shall be referred to as 'The Committee'. 

Throughout this document, “Member” includes “Standard Members” and “Retired Members” 

This document supplements the Articles of Association. 

2. AIM and OBJECTIVES 

See articles of Association. 

3. MEMBERSHIP 

3.1. Membership of The Group is open to any individual who has a professional interest in the aims and objectives of The Group 
3.2. There are three categories of membership: 
3.2.1. Standard Member: Standard membership is open to individuals with an interest in the management of scientific records. A fee is payable for Standard Member. 

3.2.2 Retired Member: Retired membership is open to members of The Group who have retired from full time employment but retain an interest in the management of scientific records. A fee is payable for Retired Member. 

3.2.3. Honorary Member: Honorary membership is open to any member who has rendered special service to The Group. Honorary members shall not have voting rights. Only The Board shall be entitled to grant Honorary Membership. No fee is payable for Honorary Member. 

3.3. The Board reserves the right to refuse membership, or to revoke membership, if it deems that a Member is acting or has acted against the principals and aims of The Group. 

3.4. The Membership Secretary will provide regular updates about new Members to The Board. 

3.5. Membership commences on the date the initial membership subscription fee is received. Membership will automatically cease if a member does not pay the renewal fee before the expiry date. 
 

3a Use of Membership Information 

3.6. Membership information including any Conference Delegates List must be used solely for purposes related to the conduct of The Group's activities. Membership information including any Conference Delegates List must not be used by any Member for any other purpose e.g. personal reasons, commercial purposes, to seek or gain business or to promote the member's own business and/or other interests. 

3.7. At its discretion, The Committee may permit communications of a commercial or personal nature to be distributed to Members if those communications are perceived to be of relevance and/or of value to Members. The Committee reserves the right to deny such offers with no obligation to provide a reason. 

 

4. GROUP MANAGEMENT  

4a. Board of Directors  

4.1. Governance of The Group's affairs is entrusted to The Board.  

4.2. The Board comprises elected individuals and must include the offices of Chairperson, Meeting Secretary and Treasurer and may include no more than two additional discretionary members.  All Board members will be appointed as Directors of The Group.  

4.3. The Board will meet at regular intervals and no less than once in any 12 month period. Meetings will be held either face-to-face or virtually e.g. via teleconference.  

4.4. A quorum for a Board meeting is three members, which must include the Chairperson, Meeting Secretary and Treasurer. 

4.5. Motions at Board meetings will be voted on by a show of hands and recorded in the minutes of the meeting of The Board. 

4.6. All members of The Board will serve a two year term from the date of appointment to The Board. 

4.7. Any member of The Group may be nominated to become a Director. The Operations Committee will agree nominations for Board Directors. Nominations will be endorsed by existing Directors.  

4.8. Should a Director resign before the end of his/her term of office, he/she must inform the Chairperson of their resignation in writing. The Operations committee will then identify a new nominee. 
 
4.9. Any Director can be removed from The Board by a majority vote of the existing Directors.  

4.10. At the end of the term of office, a Director may seek re-appointment. 

4b. Operations Committee 

4.11. Oversight of The Group's operations is entrusted to The Committee.  

4.12. The Committee shall ordinarily comprise ten members including the following roles:  

Chairperson, Meeting Secretary, Treasurer, Membership, Publications, Events Coordinator, Technical coordinator. Other roles may be identified and allocated by The Committee.  

The Chairperson, Treasurer, and Meetings Secretary roles must be filled by currently serving Directors. 

4.13. If there are two or more candidates for a specific role, the candidate to fulfil the role will be chosen by a vote of committee members  

4.14. All roles within The Committee will be reviewed annually by The Committee. 

4.15. The Committee will meet at regular intervals. Meetings will be held either face-to-face or virtually e.g. via teleconference. 

4.16. A quorum for a meeting of The Committee is a majority of the members of The Committee present at the meeting. 

4.17. Motions at meetings of The Committee will be voted on by a show of hands of members present and recorded in the meeting minutes. 

4.18. All members of The Committee will serve a two year term from the date of appointment to The Committee. 

4.19. Any member of The Group may be nominated to become a member of The Committee.  At an appropriate time, the Secretary shall send out notices to all Members of The Group identifying the number of position(s) becoming vacant on The Committee and inviting nominations. Ordinarily nominations will specify a particular role or vacancy. The Committee retains the option to re-assign roles as needed. 

Nominations must be made in writing or by e-mail before the specified deadline. Candidates must be proposed and seconded by Members of The Group. A Member may propose or second as many nominees as there are vacancies. 

4.20. In the event that there are fewer candidates than vacancies, there is no requirement to hold a ballot of Members.   

4.21. In the event that there are more candidates than vacancies, a ballot of all Members will be conducted. Successful candidates will be those who receive the most votes from Members. 

4.22. All ballots will be conducted electronically. Each Member may cast one vote per vacancy. The results of the ballot will be retained as part of The Group's records. 

4.23. The Chairperson shall not vote during a ballot. In the event that the ballot result is tied, the Chairperson will have the casting vote. 

4.24. Should a member of The Committee resign before the end of his/her term of office, the member must inform the Chairperson of his/her resignation in writing. The Committee will then decide whether or not to co-opt a replacement until the next election. 

4.25. In the event that a position remains vacant on The Committee, Members of The Group can be co-opted by a majority vote of the members of The Committee to join The Committee until the next election. Co-opted members of The Committee will have the same voting rights as other members of The Committee. 

4.26. Any member of The Committee can be removed from office by a poll of all members of The Committee that results in the majority of respondents supporting the rejection. 

4.27. At the end of the term of office, a member of The Committee may seek re-election. 

 

5. FINANCE 

5.1. The financial year of The Group will run from 1st January to 31st December in any year. 
 

6. ACCOUNTS 

6.1. The Treasurer of The Group is responsible for the maintenance of accounts with respect to all monies received and expended by The Group. 
 
6.2. Accounts will be kept in accordance with generally accepted standards for a small company. As far as possible, they shall be kept consistently from year to year. 
 
6.3. The accounts are available and open to inspection by members of The Board and are examined by a Certified or Chartered Accountant each year 
 
6.4. Accounts will be presented to Members as part of The Group’s annual report. 

7. MEETINGS 

7.1. An Annual General Meeting (the AGM) of The Group will be held each year for the purpose of receiving reports from the Directors as appropriate, and for the discussion of matters submitted by Members of The Group or by members of The Board. The Meetings Secretary must be informed of matters for decision at the AGM at least four weeks prior to the AGM so that those matters can be placed on the agenda and circulated to all Members in advance. 
 
7.2. The AGM will be held at such a time and place as may be determined by The Board. The Chairperson of the AGM shall normally be the Chairperson of The Group. A quorum at the AGM is a minimum of 10 Members. 
 
7.3. Any resolution put to the vote at the AGM shall be decided by a ballot of all Members. Such resolutions will be proposed by a full member and seconded by another member of The Group. All such resolutions must be submitted to the Meetings Secretary at least 4 weeks prior to the date of the AGM, so that the Meetings Secretary can notify Members of the resolution and, if required in advance in the AGM, conduct a ballot of Members. The results of the ballot will be retained in The Group's records. Having reached a decision in this manner, the resolution shall be adopted from the date of the AGM. 


7.4. Other meetings in the form of conferences, workshops or courses will be arranged by, or with the approval of, The Committee. 
 
7.5. An Extraordinary General Meeting (EGM) may be called by any twenty Members of The Group. EGMs will be conducted as defined under AGM rules and co-ordinated by the Meetings Secretary. 

8. CHANGES TO THESE WORKING PRINCIPLES 

8.1 The Committee can change these principles subject to the ratification of the Board. The Board reserves the right to change these principles at a Board Meeting. 

9. INDEMNITY/WINDING UP 

9.1. If The Group is wound up or dissolved and any property remains after the settlement of The Group’s debts and liabilities, that property will be donated or transferred to another organisation with similar purpose or purposes as defined in section 2(a) of The Group’s Articles of Association.