The Society was formed on 17 November 1934. Our Constitution was adopted in its present form at the Society’s Annual General Meeting on 19 November 2016.
- The Society is called ‘The Stair Society’.
- The object of the Society is 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.
- Membership of the Society is constituted by payment of the annual subscription, and ceases 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.
- The amount of the annual subscription is fixed by the Council from time to time, and is payable in advance on the first day of each accounting period.
- The management of the affairs and funds of the Society is 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 has power to form Sub-Committees from amongst its own members for such purposes as it may determine and to delegate to professional investment managers the discretionary management of the Society’s investments on such terms as it may determine.
- The President, Vice-President, Chairman and Vice-Chairman are elected annually at the Annual General Meeting, to hold office for the following accounting period, and are eligible for re-election.
- At every Annual General Meeting of the Society, the Society elects 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 hold office for no more than five years. Two ordinary members of Council retire each year at the end of the accounting period, and are not eligible for re-election for one year. The two members to retire annually are those who have the longest continuous period of service, and, as among those of equal service, are selected by agreement or by lot.
- In addition to the elected members, the Council has 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 hold office for such period, not exceeding five years, as the Council may in each case determine. At no time may the co-opted members of Council exceed three in number.
- The Society in general meeting appoints a Literary Director or Directors, a Secretary and a Treasurer, and such other officers as may from time to time be deemed necessary, who are subject to the direction of the Council in the performance of their duties, and who receive such remuneration as the Council may determine. Those so appointed are not members of Council, but may be invited to attend any meeting of Council. They hold office for such periods as are determined by Council.
- 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.
- In any accounting period in which a volume is published each member who has paid his or her subscription for that accounting period is entitled to receive one copy.
- The Annual General Meeting is 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 remain in office until the Meeting is held. The Council may also at any time call a Special General Meeting of the Society, and will do so on a written requisition from not less than ten members, specifying the object for which the Meeting is to be called. Not less than seven days’ prior written notice must be given of all General Meetings.
- The Society’s financial accounting period runs annually from 1 April until 31 March following.
- 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.
As approved at the Society’s Annual General Meeting on 19 November 2016.