7. THE BOARD OF DIRECTORS
A. The affairs of the Society shall be managed by the Board, who may exercise all the powers of the Society, except those powers required by the Act, these Articles, the Memorandum or any special resolution to be exercised by the Society in general meeting. No amendment of these Articles or of the Memorandum, or special resolution, shall have retrospective effect to invalidate any prior act of the Board.
The Board shall consist of the Officers of the Society, elected by the members of the Society in accordance with Article 11, and a maximum of six members of the General Council, appointed by the General Council.
No-one under the age of 18, and no-one disqualified from serving by virtue of Article 10B, may be appointed or elected to the Board.
No Director may appoint anyone else to attend Board meetings, or perform any other functions of a Director, on his or her behalf.
C. The General Council may from time to time appoint any of their number to fill a casual vacancy on the Board (including a casual vacancy in the Officers of the Society). Any member of the Board so appointed shall remain in office only until the end of the calendar year in which the appointment was made. This period of service shall be neglected in determining, in accordance with Article 10A, the member's entitlement to further service on the Board.
Reimbursement of expenses
D. Whilst members of the Board shall not be paid any remuneration, they shall be entitled to be paid out of the funds of the Society reasonable expenses properly incurred on Society business, including expenses in travelling to and from meetings of the Board, General Council or committees, or general meetings.
PROCEEDINGS OF THE BOARD
Regulation of proceedings
A. The Board may regulate its proceedings as it thinks fit, subject to the provisions of these Articles.
B. The Secretary must call a Board meeting if asked in writing to do so by not less than one-third of the Directors.
C. Board meetings shall be chaired by the President, except that if the President is not present, or is not expected to be present, fifteen minutes after the meeting was due to start, or is unable or unwilling to chair the meeting, the Board shall choose another of their number to take the chair.
D. A member of the Board who is in any way directly or indirectly interested (this includes, but is not limited to, a personal financial interest) in any matter to be discussed by the Board, such that a conflict could arise between this personal interest and the duty to act solely in the interests of the Society, shall leave the meeting whilst the matter is discussed and decided.
E. Questions arising at Board meetings shall be decided by a majority of votes. In the case of an equality of votes, the chair of the meeting shall have a second or casting vote.
F. The quorum at Board meetings shall be one-third the number of Directors (rounded up to the nearest integer if necessary), and in any case not less than two. No decisions, other than a decision to call a general meeting, may be made when a quorum is not present. A Director shall not be counted in the quorum when any decision is made about a matter upon which that Director is not entitled to vote.
G. Minutes shall be kept of all Board meetings, showing the names of those present; the text of all resolutions and the votes for and against them; all matters discussed or decided by the Board; and (where appropriate) the reasons for decisions made. The minutes shall normally be circulated to all members of the Board and the General Council within 14 days of the meeting. The minutes of any meeting shall be reviewed by the Board at its next meeting and, any necessary corrections having been made, shall be signed by the chair as a true and fair record of the Board's proceedings.
Resolutions put outside meetings
H. If a resolution is circulated in writing to all the Directors, and a number of Directors (being not less than a quorum) return the resolution to the Secretary having signed it and having signified in writing that they vote for, or against, the resolution, or abstain, then such votes shall count as if they had been cast at a Board meeting and the resolution shall fail or be carried accordingly. The text of any resolution voted on in this manner, the number of votes for and against it, and (where appropriate) the reasons for the decision, shall be entered in the minutes of the Board, as if the resolution had been put to a Board meeting.
Validity of Board's acts
I. All acts done by the Board, or a committee, shall be valid notwithstanding the participation in any vote of a Director who was disqualified from holding office, who was ineligible to be a Director under the terms of these Articles, or who was not entitled to vote on the matter, whether by virtue of a conflict of interest or otherwise.
Directors not to benefit from non-compliance
J. No Director may keep any benefit conferred by resolution of the Board or a committee of which he or she is a member if the Director in question had failed to comply with D above, or if the resolution would have been void but for I above.
Board's powers of delegation; terms of delegation
A. The Board may, by resolution duly passed, delegate any of its powers or functions to a committee appointed by the Board and comprised of members of the Board or the General Council, together with any others whose knowledge or expertise may be required; or to an individual possessing relevant expertise, who shall be a member, or an honorary member, of the Society. The resolution shall state:
i. what powers or functions are delegated;
ii. that the relevant powers are to be exercised exclusively by those to whom they are delegated, who shall be held responsible and accountable for their actions, provided that nobody may be held accountable for matters outside their control;
iii. that no expenditure may be incurred except in accordance with a budget approved in advance by the Board;
iv. the requirements for reporting back, including the requirement to keep minutes of all committee meetings in accordance with the requirements for Board minutes set out in Article 8G;
v. in the case of delegation to a committee, the number, being not less than two, of members of the General Council personally present who shall constitute a quorum at meetings of the committee.
Voting on committees
B. A member of a committee who is not a member of the General Council shall not enjoy voting rights.
C. The Board may alter or revoke a delegation, or dismiss any of the members of a committee, at any time.
RETIREMENT, DISQUALIFICATION AND REMOVAL OF DIRECTORS
The President Elect shall serve for one calendar year, followed immediately by two calendar years' service as President and one further year as Immediate Past President.
All other members of the Board shall serve for three calendar years, at the end of which they shall be eligible to serve for one further consecutive period of three calendar years. Except as provided in (3) below, at least one calendar year must then elapse before the member may serve again on the Board.
If a member of the Board is elected an Officer of the Society for a term to commence during, or immediately after, a term as a Director but not as an Officer, then the provisions of (1) or (2) above shall apply as if he or she had not served on the Board prior to becoming an Officer.
Disqualification & removal
B. A Director shall cease to hold office if he or she:
i. ceases to be a Director by any provision in the Act or is prohibited by law from being a Director;
ii. is disqualified from acting as a trustee by virtue of Sections 178-184 of the Charities Act 2011, or any statutory re-enactment or modification of that provision;
iii. ceases to be a member of the Society;
iv. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
v. resigns as Director by notice in writing to the Society, except that no such resignation shall take effect if it would result in fewer than two Directors remaining in office;
vi. is absent without the permission of the Board from all their meetings held within a period of six consecutive months and the Board resolves that his or her office be vacated;
vii. being an Officer, is dismissed by special resolution at a general meeting; or if not an Officer, is dismissed by a resolution of the General Council supported by at least 75% of the General Council members voting, except that no dismissal shall take effect if it would result in fewer than two Directors remaining in office.