Constitution and Rules of the Statute Law Society

1. Name

“The Statute Law Society” (hereinafter called “the Society”) is an association of persons (whether individual or corporate) who have become members of the Society, and the association shall be known by that name.

2. Objects

(a) The Primary objects for which the Society is established are:

(i) to procure and further the making of technical improvements in the form and manner in which statutes and delegated legislation are expressed and published with a view to making the same more readily intelligible
(ii) to further the education of the public in the processes and scope of legislation of all kinds and at all stages and for this purpose to gather and disseminate information on legislative processes of all kinds

Provided that it is hereby declared that the objects of the Society are not concerned with procuring or furthering substantive changes in the law but merely improvements in the form and manner in which legislation of all kinds is expressed and published.

(b) The further objects for which the Society is established but which are ancillary to and for the futherance of the primary objects are as follows:

(i) to produce, promote, organise, provide, manage or present conferences, lectures, seminars, courses of instruction, films, broadcasts, television productions, exhibitions and other events of every description
(ii) to publish books, journals, periodicals, proceeding of the Society and pamphlets and other publications
(iii) to conduct or procure to be conducted, or assist the conduct of research in legislative processes at home and abroad
(iv) to acquire, maintain and manage libraries, reading rooms, lecture theatres and halls and exhibition halls
(v) to do all such other things consistent with the primary objects aforesaid of the Society as are incidental or conducive to the attainment of the primary and further objects aforesaid

3. Membership

(a) Any person (whether a body corporate or an individual) shall be eligible for membership of the Society. The Council may from time to time prescribe procedure for admission to membership and may in its absolute discretion admit or decline to admit any person to membership. The Council shall maintain a register of the names and addresses of members.

(b) The following (hereinafter called “Founder Members”) shall be the first members of the Society:

The Rt. Hon Lord Shawcross, P.C., Q.C.
The Rt. Hon Lord Grimston of Westbury
The Rt. Hon Lord Stow Hill, P.C., Q.C.
Sir John Mellor, Bt.
Sir Edgar Unsworth, C.M.G., Q.C.
Sir Henry Wells, C.B.E.
H. Major Allen, Esq., Q.C.
Arthur Bagnall Esq., Q.C.
F.A.R.Bennion, Esq.
W.H.Clark, Esq.
Michael Edwards, Esq.
Professor P.J. Fitzgerald
J.A.Grant, Esq., M.P.
Vincent Grogan, Esq., S.C.
Desmond Heap, Esq.
David C. Hobson, Esq.
Emlyn Hooson, Esq., Q.C., M.P.
F.H.B.W.Layfield, Esq., Q.C.
Trevor Macdonald, Esq
H.H. Marshall, Esq., C.M.G.
M.Maxwell, Esq.
Gordon Oakes, Esq., M.P.
J.E.Robins, Esq.
Brian Russell, Esq.
C.J.Slade, Esq., Q.C.
Dr. Clive Schmitthoff
Professor W.L.Twining
Professor G.S.A.Wheatcroft
Christopher Whybrow, Esq.
W.A.Wilson, Esq.
R.A.K.Wright, Esq.

(i) by notice in writing to the Council he resigns from membership
(ii) an annual subscription shall remain due and unpaid for six months after the date fixed for payment
(iii) he be removed from membership as hereinafter provided

(d) The Council shall (after having (i) informed the Member of the complaints made against him and (ii) heard and considered his answer to those complaints) have the power to determine the membership of any Member of the Society at any time for reasons which shall be communicated in writing to that Member.

(e) A person ceasing to be a Member of the Society shall not be entitled to a return of any money paid by him to the Society by way of subscription.

4. Officers

(a) There shall be a President and not more than six Vice-Presidents of the Society. The first Vice-Presidents shall be:

The Rt. Hon. Lord Shawcross, P.C., Q.C.
The Rt. Hon. Lord Grimston of Westbury
The Rt. Hon Lord Stow Hill, P.C., Q.C.

Save as aforesaid the Council may from time to time appoint any Member of the Society or any person who is a director or member of the governing body of a body corporate which is a Member to be the President or a Vice-President of the Society. The first Vice-President shall hold office until the 20th June 1971. Every President and save as aforesaid every Vice-President shall (subject as hereinafter provided) hold office for 3 years. A President or Vice-President shall be eligible for re-election.

(b) The Council may appoint any of their number to the office of Chairman or Honorary Treasurer or to such other Honorary Office as the Council may determine: Provided that not more than five persons shall hold office at one and the same time by appointment under this sub-paragraph. An officer so appointed (subject as hereinafter provided) shall hold office until the close of the third AGM of the Society following his appointment but shall be eligible for re-appointment as from that time if at such meeting he is re-elected to the Council. The Council may appoint an Honorary Officer conditionally upon his being re-elected as an Ordinary Member of the Council.

5. The Council

(a) No persons shall be eligible to be a member of the Council unless he shall be a Member of the Society or a director or member of the governing body of a body corporate which is a Member of the Society.

(b) The Council shall consist of the President, the Vice-Presidents and Honorary Officers and not more than Thirty Ordinary Members of the Council. The Founder Members (other than the first President and the first Vice-Presidents) shall be the first Ordinary Members of the Council.

(c) Save in the case of the first Ordinary Members of the Council, Ordinary Members of the Council shall be elected by the Society in Annual General Meeting and shall hold office, if appointed to Honorary Office under paragraph 4(b) until the conclusion of the third Annual General Meeting following their election, and otherwise until the conclusion of the next Annual General Meeting.

All the first Ordinary Members of the Council (including Members appointed to Honorary Office under paragraph 4(b)) shall retire at the first Annual General Meeting of the Society. A retiring Ordinary Member shall be eligible for re-election.

(d) The Council may fill any vacancy in the office of Ordinary Member of the Council including any vacancy caused by the appointment of any such Member to Honorary Office. An Ordinary Member so appointed shall retire at the first Annual General Meeting following his appointment whether or not he is subsequently appointed to Honorary Office.

(e) An Officer or Ordinary Member of the Council shall vacate office:

(i) If he ceases to be a Member of the Society for Advanced Legal Studies
(ii) If being a director or member of the governing body of a body corporate which is a Member he ceases to be such director or member or the body corporate ceases to be a Member of the Society
(iii) If being a President or Vice-President his period of office expires without his being re-appointed.
(iv) If being an Honorary Office he is not re-elected as an Ordinary Member of the Council at any Annual General Meeting of the Society at which he retires as aforesaid
(v) If he becomes bankrupt or makes any composition with his creditors generally
(vi) If he be removed from office by the Society in general meeting
(vii) If by notice in writing to the Council he resigns

(f) The Council may act notwithstanding any vacancy in their number.

6. Management

(a) The Management of the Society for the futherance of the objects set out above shall be vested in the Council which, without prejudice to the generality of the foregoing words, may accept and receive subscriptions, gifts, legacies and other moneys coming into the hands of the Society, may apply the same in paying all expenses preliminary and incidental to the promotion of the Society and in furthering the objects of the Society and may for the purposes aforesaid engage and employ such officers servants or agents as the Council may deem requisite on such terms as it shall think fit; subject nevertheless to this Constitution and Rules and to such regulations and provisions as may be prescribed by the Society in General Meeting, but no such regulation or provision shall invalidate any prior act of the Council.

(b) Six persons shall form a quorum for a meeting of the Council and decisions shall be taken by voting on a show of hands. The Chairman shall preside at meetings of the Council and he shall have a casting or additional vote in the event of an equality of votes. If the Chairman be not present within ten minutes after the time fixed for the meeting the Members present shall appoint one of their number to be the Chairman of the meeting, who shall have a second or casting vote.

(c) The Council may appoint committees consisting of such one or more persons (including members of the Council of Members of the Society or others) for such purposes as the Council may think fit (with such powers of co-option as the Council may determine) and may delegate to any such committee such matters and powers which consists of or includes persons who are not members of the Council may exercise any powers required by this Constitution and Rules to be exercised by the Council. Every Committee shall conform to any regulations for the time being prescribed by the Council. The meetings and proceedings of any committee consisting of more than one person shall be regulated by this Constitution and Rules regulating meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by regulations of the Council made as aforesaid.

7. Director

The Council may from time to time appoint any person to be the Director of the Society to conduct the business of the Society under the directions of the Council and to carry out such other duties as shall be delegated to him by the Council. The Council shall employ such Director on such terms and conditions as it shall think fit.

8. Meetings

The Members of the Society shall meet at least once in every calendar year at such time and place as the Council may determine for the purposes of discussing and voting upon such matters of business as shall have been previously notified to them in writing by or on behalf of the Council which shall include the appointment of members of the Council, and the reception and, if approved, the adoption of the Society’s accounts to the end of the preceding year. A body corporate which is a Member may attend and speak and vote at any general meeting by its representative certified as such under the hand of the director or member of the governing body of such body corporate and such certificate shall be lodged at the office of the Society not less than twelve hours before the meeting or first meeting at which it is to be used and any appointment may be revoked in like manner. A representative may be appointed generally or for a particular meeting. The Council shall be empowered to call meetings of the Members at any time and to make all necessary arrangements on behalf of the Society. The Director or Secretary shall accordingly forthwith summon a meeting of Members if so empowered by the Council or, on the receipt of a written requisition signed by not less than 1/10th of the Members of the Society who shall have paid all moneys due from them as Members to the Society. A notice of meeting of Members shall state the general nature of each item of business to be brought forward and shall be sent to each Member at least twenty-one clear days prior to the date of the meeting. Decisions taken by Members shall not be effective and binding unless taken by a majority of those present at the meeting who vote on the particular issue. The quorum for a meeting of Members shall be two and voting shall be by show of hands. The President, or in his absence, one of the Vice-Presidents, or, in the absence of the President and Vice-Presidents, the Chairman, and in the absence of all these officers, a member of the Council elected by the Members present at the meeting to preside, shall preside at every general meeting and he shall have a casting or additional vote in the event of an equality of votes.

9. Finance

(a) Each Member being an individual shall pay to the Society an annual subscription of three guineas and each member being a body corporate shall pay to the Society an annual subscription of fifty guineas or such other subscription in either case as the Council may from time to time determine. Subscriptions shall be paid in the manner and at the time for the time being prescribed by the Council. The Council may in its absolute discretion waive the payment of subscriptions in whole or in part and either generally or in any particular case.

(b) The Society may by its Council borrow or raise money for the purposes of the Society or pledge the credit of the Society for such purposes upon such terms as the Council may in its absolute discretion think fit: Provide that the assets of the Society alone shall be answerable for any debt or liability of the Society and no Member shall be personally liable, beyond any moneys due from him to the Society by way of subscription or otherwise, for any debt or liability of the Society.

(c) The moneys received by the Society, whether by way of subscription or otherwise, shall be applied for the purposes of the Society in such manner and at such time or times as the Council may in its absolute discretion think fit.

(d) The accounts of the Society shall be made up and audited and presented to the Members of the Society at the Annual General Meeting for approval and adoption.

10. Trustees

The property and assets of the Society shall be vested in Trustees being not less than two nor more than four in number for the time being: Provided that a trustee corporation may be a sole trustee. The Council shall appoint such persons as it shall think fit to be Trustees upon such terms as it shall think fit (including in the case of a trustee corporation such remuneration as the Council may from time to time determine). The Council may at any time remove a trustee from office. Any trustee being a solicitor or other person engaged in any profession or business shall be entitled to be paid all usual professional or proper charges for business transacted time expended and acts done by him or any partner of his in connection with the trusts of the Society including any business or acts which a Trustee not being in any profession or business could have done personally.

11. Modifications of Constitutions and Rules

No alteration or addition shall be made to the Constitution and Rules of the Society unless (a) three calendar months’ notice of intention to propose a resolution to effect such alteration or addition shall have been given to the Council and (b) the resolution to effect such alteration of addition is approved by two-thirds of the Members of the Society present and voting on the issue at a general meeting of such Members.

12. Winding Up

The Society may be wound up by a resolution as prescribed by the last preceding rule. The surplus assets, if any, of the Society remaining after the discharge of its debts and liabilities shall be applied for such charitable purposes as the Council may in its absolute discretion think fit.

13.Notice

Any notice required hereunder may be given, in the case of a notice to the Society by delivering the same to a responsible person at the office of the Society, or by post, and in the case of a notice to a Member either by handing the same thing to him or by post. Any notice given by post shall be posted to the Society at its office for the time being or to a Member at his registered address, and shall be deemed to be given by properly addressing pre-paying and posting a letter containing the notice and to be given 24 hours after such letter is posted.