Constitution of The Stair Society
The Society was formed as an unincorporated body on 17th November, 1934. It is registered as a Scottish Charity, No SCO 15283. Its Constitution, adopted in its present form at the Society’s AGM on 3 November 2007, is as follows:-
1. The Society shall be called "The Stair Society".
2. The object of the Society shall be to encourage the study and advance the knowledge of the history of Scots Law especially by the publication of original documents in both printed and electronic formats, by the republishing and editing in both printed and electronic formats of works of sufficient rarity or importance and by the grant of scholarships and other awards.
3. Membership of the Society shall be constituted by payment of the annual subscription, and shall cease if this be in arrear for a period of six months after the start of the accounting period (as defined in Article 13 below) in respect of which it is payable.
4. The amount of the annual subscription shall be fixed by the Council from time to time, and shall be payable in advance on the first day of each accounting period.
5. The management of the affairs and funds of the Society shall be vested in a Council consisting of the President, Vice-President, a Chairman, a Vice-Chairman and not more than ten ordinary elected members. The Council shall have power to form Sub-Committees from amongst its own members for such purposes as it shall determine.
6. The President, Vice-President, Chairman and Vice-Chairman shall be elected annually at the Annual General Meeting, to hold office for the following accounting period, and shall be eligible for re-election.
7. At every Annual General Meeting of the Society, the Society shall elect ordinary members to fill any vacancies within Council that may have occurred, or that may be due to occur at the end of the accounting period, members so elected to hold office from the first day of the next accounting period. The ordinary members of Council shall hold office for no more than five years. Two ordinary members of Council shall retire each year at the end of the accounting period, and shall not be eligible for re-election for one year. The two members to retire annually shall be those who have the longest continuous period of service, and, as among those of equal service, shall be selected by agreement or by lot.
8. In addition to the elected members, the Council shall have power to co-opt as additional members of Council any member of the Society who, in their opinion, may be fitted to render special service in promoting the work of the Society. Such co-opted members shall hold office for such period, not exceeding five years, as the Council may in each case determine. At no time shall the co-opted members of Council exceed three in number.
9. The Society at the Annual General Meeting, shall appoint a Literary Director or Directors, a Secretary and a Treasurer, and such other officers as may from time to time be deemed necessary, who shall be subject to the direction of the Council in the performance of their duties, and who shall receive such remuneration as the Council may determine. Those so appointed shall not be members of Council, but may be invited to attend any meeting of Council.
10. Any casual vacancies in the offices of President, Vice-President, Chairman, Vice-Chairman or elected members of the Council, or among the officers of the Society, may be filled up by the Council, appointments so made to run until the last day of the accounting period following the next Annual General Meeting.
11. In any accounting period in which a volume is published each member who has paid his or her subscription for that accounting period shall be entitled to receive one copy.
12. The Annual General Meeting shall be held between 1 November and 31 May at such time and place as may be fixed by the Council. If the Meeting is not held until after the last day of an accounting period, office-bearers and members of Council then due to retire shall remain in office until the Meeting is held. The Council may also at any time call a Special General Meeting of the Society, and shall do so on a written requisition from not less than ten members, which shall specify the object for which the Meeting is to be called. Not less than seven days' prior written notice shall be given of all General Meetings.
13. The Society’s financial accounting period current at the time of the adoption of this Constitution (herein referred to as “the current accounting period” shall run from 1 January 2007 until 31 March 2008. Subsequent financial accounting periods (each herein referred to as an “ongoing accounting period”) shall run annually from 1 April until 31 March following. In this Constitution the expression “accounting period” shall be deemed to include the current accounting period and any ongoing accounting period.
14. This Constitution of the Society may be amended at any General Meeting on twenty-one days' prior written notice of the proposed amendments being given to the Secretary and included in the Agenda circulated for the Meeting.
Further Constitutional Notes
Objectives
The Society was constituted in 1934 to encourage the study and advance the knowledge of Scots Law by the publication of original documents and by the reprinting and editing of works of sufficient rarity or importance. Its objects have since been expanded slightly, to include publication, republication and editing in electronic format and the grant of scholarships and other awards.
The management of the affairs and funds of the Society are vested in a council which may consist of a President, Vice-President, a Chairman, a Vice-Chairman and not more than ten ordinary elected members.
The President, Vice-President, Chairman and Vice-Chairman are elected annually at the Annual General Meeting, to hold office for the following calendar year and are elegible for re-election.
Statement of Office Bearers' Responsibilities
The Office Bearers are required by law to prepare accounts for each financial year which give a true and fair view of the state of affairs of the Society and of the surplus or deficit of the Society for that period. In preparing those accounts, the Office Bearers are required to:-
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• prepare the accounts on the going concern basis unless it is inappropriate to presume that the Society will continue in business.
The Office Bearers are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Society and to enable them to ensure that the accounts comply with the relevant statutory requirements and the Constitution. They are also responsible for safeguarding the assets of the Society and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Members' Remuneration
The Literary Director and the Secretary & Treasurer, each of whom are members of the Society, each receive an honorarium, the amount of which is fixed annually by the Council. Otherwise members of the Society do not receive any remuneration.
Instituted in 1934 to encourage the study and advance the knowledge of the history of Scots law
Registered as a Scottish Charity, No SCO 15283