OPERATIONAL RESEARCH SOCIETY

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					                                          OPERATIONAL RESEARCH SOCIETY


                                                 Memorandum of Association

                                           The Companies Acts 1948 & 1967
                                Company limited by guarantee and not having a share capital


1. The name of the Company (hereinafter called “the SOCIETY”) is “THE OPERATIONAL RESEARCH SOCIETY”.

2. The registered office of the Society will be situate in England.

3. The objects for which the Society is established are:

(a) the advancement of knowledge, by fostering, promoting and furthering interest in Operational Research, and for such
purpose to arrange and organise lectures, classes, discussion and research projects, and to encourage and arrange for
contacts between workers in all relevant fields of enquiry;

(b) the advancement of education by providing facilities for and subsidising and encouraging education and training in
operational research, and by endowing, organising or supporting scholarships or educational or training schemes
in connection therewith, and to conduct examinations or advise on the content of papers for examinations in the
subject.

4. In pursuit of these objects the Society is empowered to do any or all of the following:

(a) to prepare, edit, print, publish, issue, acquire and circulate or distribute books, papers, periodicals and other literary
materials and films and mechanical and other models and equipment and to establish, form and maintain exhibitions,
libraries, museums and collections and displays of literature, statistics, exhibits and information relating to operational
research in all its branches; to disseminate any such information as aforesaid and encourage interest in and support for
the objects of the Society by the reading of papers, film exhibitions, radio or television broadcasting, public meetings,
conferences, the issue of leaflets or personal or written appeals or otherwise;

(b) to purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or
privileges for the purposes of the Society and to construct, maintain and alter any building or erections necessary for the
work of the Society;

(c) to establish, maintain, control and manage branches of the Society in the United Kingdom and elsewhere as may seem
expedient, and from time to time to determine the constitution, rights, privileges, obligations and duties of such
branches, and when thought fit, to dissolve and modify the same;

(d) to borrow or raise any money that may be required by the Society upon such terms as may be deemed advisable, and
in particular by the issue of bonds, debentures, bills of exchange, promissory notes or other obligations or securities of the
Society or by mortgage or charge of all or any part of the property of the Society;

(e) to pay all expenses, preliminary or incidental to the formation of the Society and its registration;

(f) to sell, let, manage, lease, dispose of, or turn to account all or any of the property or assets of the Society with a view
solely to the promotion of its objects;
(g) to invest any moneys of the Society, not immediately required for any of its objects, in such a manner or on such
security as may from time to time be determined subject nevertheless to such conditions (if any) and such consents (if
any) as may for the time being be imposed or required by law and subject also as hereinafter provided;

(h) to grant pensions or gratuities to any person or persons who may be or have been salaried officers or servants in any
capacity of the Society or the relations, connections or dependents of any such persons, and to make payments towards
 insurance in respect of such persons or their relations, connections or dependents, and to subscribe or guarantee money
for charitable objects;

(i) to administer or assist in the administration of any benevolent fund established to assist necessitous members
or former members of the Society and their dependents or necessitous operational research workers
or their dependents but so that no payment or contribution out of the assets or income of the Society shall be
made to any such fund;

(j) to do all such lawful and charitable things for the purposes of attaining the above objects or any of them. Provided
that

         (i) in case the Society shall take or hold any property which may be subject to any trusts, the Society shall only
deal with or invest the same in such manner as allowed by law having regard to such trusts,

         (ii) the Society shall not support with its funds any object or endeavour to impose on or procure to be
observed by its members or others any regulation, restriction or condition which if an object of the
Society would make it a Trade Union,

          (iii) in case the Society shall take or hold any property subject to the jurisdiction of the Charity Commissioners
for England and Wales or the Secretary of State for Education and Science the Society shall not sell, mortgage, charge or
lease the same without such authority, approval or consent as may be required by law, and as regards any such property
the Council of the Society shall be chargeable for such property as may come into their hands, and shall be answerable
and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the
same manner and to the same extent as they would as such Council have been if no incorporation had been effected, and
the incorporation of the Society shall not diminish or impair any control or authority exercisable by the Chancery
Division, the Charity Commissioners or the Secretary of State for Education and Science over such Council, but they
shall as regards any such property be subject jointly and separately to such control and authority, as if the Society were not
incorporated.

5. The income and property of the Society shall be applied solely towards the promotion of the objects of the Society and
no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to
members of the Society, and no member of the Council shall be appointed to any office of the Society remunerated by
salary or fees or receive any remuneration or other benefit in money or money's worth from the Society. Provided that
nothing in this Memorandum shall prevent any payment in good faith by the Society:

(a)      of reasonable and proper remuneration for any services rendered to the Society by any member, officer or
servant of the Society who is not a member of the Council;

(b)      of interest on money lent by any member of the Society or of the Council at a reasonable and proper rate per
annum not exceeding two per cent less than the published base lending rate of a clearing bank to be selected by the
Council;

(c)     of fees, remuneration or other benefit in money or money's worth to any company of which a member of the
Council may also be a member holding not more than 1/100th part of the issued share capital of that company;

(d)      of reasonable and proper rent for property demised or let by any member of the Society or of the Council;

(e)      to any member of the Council of reasonable out of pocket expenses;

(f)      to any member of the Council who possesses specialist skills or knowledge required by the Society for its proper
administration, of reasonable charges for work of that nature done by her or him or his or her firm, when instructed by
the Society to act on its behalf. Provided that:
         (i)       at no time shall a majority of the members of the Council benefit under this provision; and

       (ii)       a member of the Council shall withdraw from any meeting whilst his or her own instruction or
remuneration, or that of her or his firm, is being discussed.


6. The liability of the members is limited.

7. Every member of the Society undertakes to contribute to the assets of the Society, in the event of its being wound up
while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the
Society contracted before he ceases to be a member, and of the costs, charges and expenses of winding-up, and for the
adjustment of the rights of the contributories among themselves such amount as may be required not exceeding one
pound.

8. If upon the winding-up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities,
any property whatsoever, the same shall not be paid to or distributed among the members of the Society, but shall be
given or transferred to some other institution or institutions, having educational objects and which shall prohibit the
distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed
on the Society under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of
the Society at or before the time of dissolution, and in so far as effect cannot be given to the aforesaid provision then to
some charitable object.




We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company in
pursuance of the Memorandum of Association.



Names, addresses and descriptions of subscribers

B H P RIVETT
Arthur Andersen & Co., London EC2
Operational Research Manager

THE RT. HON. THE EARL OF HALSBURY
17 Stanhope Terrace, London W2
Consultant

CHARLES GOODEVE
11 Park Lane, London W1
Director of Research

BARCLAY HANKIN
23 Queens Gate, London SW7
Head of Operational Research Section

OWEN HADDON WANSBROUGH-JONES
53(a) Pall Mall, London SW1
Chemical Manufacturer

E C WILLIAMS
17 Dealtry Road, Putney SW15
Civil Servant
ROGER T EDDISON
Horstedpond, Uckfield, Sussex
Operational Research Manager

DATED the 11th day of May, 1960

WITNESS to the Signature of B H P RIVETT

V CHOFFIN
67 Broad Street, New York 4, N.Y.

WITNESS to the signatures of LORD HALSBURY, SIR CHARLES GOODEVE, B HANKIN, SIR OWEN
WANSBROUGH-JONES, E WILLIAMS and R EDDISON

G M HESELTON
64 Cannon Street, London EC4
Secretary, Operational Research Society




                                          The Companies Acts, 1948 & 1967
                              A company limited by guarantee and not having a share capital



                                        OPERATIONAL RESEARCH SOCIETY

                                                  Articles Of Association

Interpretation

1. In these Articles the words standing in the first column of the following table shall bear the meanings set opposite
them respectively in the second column thereof, in so far as they are not inconsistent with the subject or context.

Words                                Meanings

The Act                       The Companies Acts, 1948 & 1967.
The Society                   The above named Society.
The Council                   The Council for the time being of the Society.
The Office                    The Registered Office of the Society.
The Seal              The Common Seal of the Society.
The Commencement Date The date on or as from which the
                              Society shall take over the activities including
                              the assets and liabilities of an unincorporated
                              body known as “The Operational Research
                              Society”.
Month                         Calendar month.
These Articles                The Articles of Association of the
                              Society for the time being.
Company                       Any body corporate.
In writing                           Written, printed or lithographed, or
                                     partly one and partly another, and other
                                     modes of representing or reproducing words in
                                     a visible form.
Member                               Any person belonging to the Society of
                                     any category of membership unless otherwise
                                     stipulated.

Words importing the singular number only shall include the plural number, and vice versa.
Words importing the masculine gender only shall include the feminine gender.
Words importing persons shall include companies.

2. Subject as aforesaid, these Articles shall be construed with reference to the provisions of the Act, and terms used in
these Articles shall be taken as having the same respective meanings as they have when used in the Act.


Business

3. The Society is established for the purposes expressed in the Memorandum of Association


Members of the Society

4. For the purpose of registration the number of members of the Society is declared to be unlimited.

5. The following persons shall qualify for membership of the Society, namely such persons who are or have been in a
profession directly connected with the aims of the Operational Research Society as shall be approved by the Council and
apply for membership as hereinafter provided;

6. (a) Every person desiring to become a member must first sign and deliver to the Society an application for admission
to membership in such form as the Council may from time to time require, and such application must be accompanied
by the current subscription payable in respect of such membership, together with the entrance fee (if any).

(b) Upon receipt of such application for membership and payment in respect thereof and subject to the provisions of
Article 11 hereof, the Society shall enter the name of such person in the books of the Society and upon such entry such
person shall become a member accordingly.

7. The Council may from time to time elect any persons, who shall sign a written consent to their election, to be
honorary members for life or for such other period as the Council may determine and as such honorary members agree.
An honorary member shall not be entitled to receive notices of or attend or vote at any General Meeting, and shall not be
entitled to any of the privileges or rights or be subject to any liabilities of a member of the Society.

8.       The categories of membership shall be as follows provided that such categories may be varied by the Society in
general meeting:

(a)      Individual members
(b)      Student members
(c)      Retired members
(d)      Reciprocal members, being members of other Societies which offer membership at reduced rates to members of
the Society.

Members in any of the categories (a) to (d) may apply for admission to any of the following additional categories:

(i)        Associate
(ii)       Associate Fellow
(iii)      Fellow.
Admission to the additional categories of Associate, Associate Fellow and Fellow will be subject to procedures determined
from time to time by Council.

9. (a) The Council may from time to time fix minimum rates of subscription and in particular may differentiate
between categories of members and may from time to time vary the same provided that a decision of the Council fixing
or varying the rates of subscription shall not be put into effect until approved by the Society in General Meeting. The
annual subscription shall be payable in advance on the first day of January for those who joined the Society before 1st
January 2001 and on the first day of the month in which they became members for those who joined on or after that
date.

(b) Every member shall by virtue of his membership be bound to pay such subscriptions and other payments as may be
fixed as aforesaid or payable by him pursuant to the provisions of these Articles.

10. If a member’s subscription remains unpaid three months after payment was due, the Society shall serve notice upon
the member to the effect that membership may be terminated if the subscription is not paid within one further calendar
month. Should the subscription still be outstanding after the expiry of the additional month, then in the absence of
mitigating circumstances the membership shall be terminated forthwith.

11. The Council shall have full power and discretion as to the admission or refusal of any person as a member. The
Council may also, pursuant to a resolution passed by not less than three-quarters of the Members of the Council present
at a meeting thereof, at which the member concerned shall have been given a reasonable opportunity to be present and
to speak on his own behalf, terminate the membership of any existing member whose continued membership is, in their
opinion, undesirable in the interests of the Society; provided that any member whose membership is so terminated as
aforesaid, shall be eligible for re-admission to the Society in accordance with Article 5, in the same or any other category
of membership.

12. A member may withdraw from the Society at any time by tendering his resignation in writing to the Society, such
resignation to take effect from the date of receipt of the notice at the Society’s office, or such later date as the member
may specify in writing. Such resignation shall not entitle the member to any refund of fees or subscriptions already paid.

13. Upon the death or retirement of any member or upon termination of the membership concerned neither the
member nor his estate shall be entitled to any repayment of any subscription or any part thereof, whether paid for the
current year or for a year or years in advance.

14. The Council may establish regional branches upon such terms and conditions as the Council may think fit.


General Meetings

15. The Society shall in each year hold a General Meeting as its Annual General Meeting in addition to any other
meetings in that year, and shall specify the meeting as such in the notice calling it; and not more than fifteen months
shall elapse between the date of one Annual General Meeting of the Society and that of the next. The Annual General
Meeting shall be held at such time and place as the Council shall appoint.


16. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

17. The President may, whenever he thinks fit, and the Council may at any time, convene an Extraordinary General
Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default may be convened
by such requisitionists, as provided by Section 132 of the Act.


Notice of General Meetings

18. An Annual General Meeting and a meeting called for the passing of a Special Resolution shall be called by twenty-
one days’ notice in writing at the least, and all Extraordinary General Meetings other than an Extraordinary General
Meeting for the passing of a Special Resolution shall be called by fourteen days’ notice in writing at the least. The notice
shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall
specify the place, the day and the hour of meeting, and in the case of special business, the general nature of that business
and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Society
in General Meeting, to such persons as are, under the Articles of Association or under the Act, entitled to receive such
notices from the Society.

Provided that a meeting of the Society shall notwithstanding that it is called by shorter notice than specified in this
Article be deemed to have been duly called if it is so agreed:-

(a) in the case of a meeting as the Annual General Meeting, by all the members who are entitled to attend and vote
thereat; and

(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the
meeting, being a majority together representing not less than 95 per cent of the total voting rights at that meeting of all
the members.

19. The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any person
entitled to receive notice shall not invalidate the proceedings at that meeting.


Proceedings of General Meetings

20. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted
at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and
expenditure account and balance sheet and the reports of the Council and of the Auditors, the election of the Council
and of honorary officers of the Society and the appointment of and the fixing of the remuneration of the Auditors.

21. Except as provided in Articles 22 and 24 no business shall be transacted at any General Meeting unless a quorum is
present when the meeting proceeds to business. Save as herein otherwise provided ten members personally present shall
be a quorum.

22. In the case of a General Meeting convened on the requisition of members, if the meeting is not quorate within half
an hour of the time appointed for it to begin, the meeting shall be dissolved. In any other case, if an Annual General
Meeting or an Extraordinary General Meeting is not quorate within half an hour of the time appointed for it to begin,
the meeting may proceed as if it were quorate provided that the aggregate of postal ballots and members present shall
equal or exceed ten. Failing that, the meeting shall be adjourned for at least twenty-eight days to a time and place
appointed by the chair. Notice of the adjourned meeting shall be given in the same manner as notice of the original
meeting and the deadline for submission of postal ballots shall be extended accordingly. If the adjourned meeting is not
quorate within half an hour of the time appointed for it to begin, the meeting shall nonetheless proceed as if it were
quorate.

23. The President of the Society shall preside as Chairman at every General Meeting but if at any meeting he shall not be
present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the
Immediate Past President or President Elect shall preside, and if he is also not present or is unwilling to preside, the
members present shall choose another member of the Council, or if no Member of the Council is present, or if all the
Members of the Council present decline to take the chair, they shall choose some member of the Society who shall be
present to preside.

24. With consent of any quorate meeting or meeting proceeding as if it were quorate in accordance with Article 22
the chair may (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but
no business shall be transacted at any adjourned meeting other than business left unfinished at the meeting from which
the adjournment took place. If any such adjourned meeting is not quorate within half an hour of the time appointed for
it to begin, the meeting may proceed as if it were quorate. Whenever a meeting is adjourned for twenty-eight days or
more, notice of the adjourned meeting shall be given in the same manner as notice of the original meeting. When a
meeting is adjourned for less than twenty-eight days, the members shall not be entitled to any notice of the adjournment
or of the business to be transacted at the adjourned meeting.
25. All resolutions on the agenda of an Annual General Meeting or an Extraordinary General Meeting or any
adjournment thereof shall be decided by ballot. Any vote on the election of a chair or on any question of adjournment
shall be decided on a show of hands.

26. The result of a ballot shall be declared at such place, at such time within fourteen days of the meeting, and in such
manner as the chair of the meeting shall direct and shall be deemed to be the resolution of the meeting.

27. In the case of an equality of votes, whether on a show of hands or on a ballot, the chair of the meeting shall be
entitled to a second or casting vote.



Votes of Members

28. Every fully paid-up member shall have one vote.

29. No person other than a fully paid-up member shall be entitled to be present at any General Meeting or to participate
in any ballot.

30. Voting on all resolutions on the agenda of an Annual General Meeting or an Extraordinary General meeting or any
adjournment thereof shall be by ballot. A ballot shall be sent to every member with the notice of the meeting. The ballot
shall be in such a form as may from time to time be approved by the Council. Every member to whom a ballot was posted
shall be deemed to have received a ballot. A member wishing to cast a vote upon a resolution must submit the ballot by
post or in person at the meeting. A ballot shall be disregarded if it does not bear the member’s name and signature or
such other evidence of identity as may from time to time be approved by the Council. A postal ballot shall be disregarded
unless it is received at the Society’s office at least twenty-four hours before the time at which the meeting is appointed to
begin.

31. The Council may from time to time prescribe other means by which a member may submit a ballot either in
substitution to or in addition to a postal ballot and the provisions of these Articles relating to ballots submitted by post
shall apply equally to ballots submitted by other means so prescribed.


The Council of the Society

32. The affairs of the Society shall be managed by the Council who may pay all such expenses of, and preliminary and
incidental to, the promotion, formation, establishment and registration of the Society as they think fit and may exercise
all such powers of the Society, and do on behalf of the Society all such acts as may be exercised and done by the Society,
and are not by Statute or by these presents required to be exercised or done by the Society in General Meeting, subject
nevertheless to the provisions of the Act or these Articles and to such regulations, being not inconsistent with the
aforesaid regulations or provisions, as may be prescribed by the Society in General Meeting, but no regulation made by
the Society in General Meeting shall invalidate any prior act of the Council which would have been valid if such
regulation had not been made.

33. The Council of the Society shall consist of the following members: The Officers of the Society as specified in Article
57 and a maximum of twenty-five members [a maximum of twenty-one members from 1/1/04] elected as follows: one
member elected by members of the Society within each regional branch, as provided by Article 42, one member elected
by the Chairman and Secretaries of the Society’s study groups from among their own number and nationally elected
members as provided in Article 42.

34. The Council may from time to time appoint any person of the appropriate category according to Article 33 to fill a
casual vacancy in their number (including a casual vacancy in the Officers of the Society). Any Member of the Council so
 appointed shall retain his office only so long as the Member of the Council whose place he has filled would have
remained in office.

35. Members of the Council shall be entitled to be paid out of the funds of the Society all their travelling, hotel and
other expenses properly incurred by them in and about the business of the Society, including the expenses in travelling to
and from meetings of the Council or committee meetings, or General Meetings.
Seal

36. The Seal shall not be affixed to any instrument except by the general or special authority of a Resolution of the
Council or of a Committee of the Council and subject as hereinafter provided in the presence of at least one Member of
the Council and the Secretary or some other person authorised by the Council and such Member of the Council and the
Secretary or other person as aforesaid, as the case may be, shall sign autographically every instrument to which the Seal
shall be so affixed in their presence; and in favour of any purchaser or person bona fide dealing with the Society, such
signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.


Borrowing Powers

37. The Council may, from time to time, at their discretion, raise or borrow, or secure the payment of any sum or sums
of money for the purposes of the Society.


Disqualification of Members of the Council

38. The office of a Member of the Council shall ipso facto be vacated:

(a) if he is prohibited from being a Member of the Council by reason of any order made under the Statutes;

(b) if a receiving order is made against him or he makes any arrangement or composition with his creditors;

(c) if he is found a lunatic or becomes of unsound mind;

(d) if he ceases to be a member of the Society for any reason;

(e) if he absents himself from attendance at meetings of the Council continuously for the space of six months without
special leave of absence from the Council, and they pass a Resolution that he has by reason of such absence vacated
office;

(f) if by serving notice in writing upon the Society to that effect he resigns his office;

(g) if he is removed by an Ordinary Resolution of the Society in General Meeting in accordance with the relative
provisions of these Articles;

(h) if he becomes ineligible to be a Member of Council in accordance with Article 41(c).

39. No Member of the Council shall vacate his office or be ineligible for reappointment as a Member of the Council, nor
shall any person be ineligible for appointment as a Member of the Council by reason only of his having attained any
particular age.

40. (i) A Member of the Council who is in any way, whether directly or indirectly interested in a contract or proposed
contract with the Society shall declare the nature of his interest at a meeting of the Council in accordance with Section
199 of the Act and shall leave the meeting whilst the matter is discussed and decided.

(ii) A Member of the Council may not vote in respect of any contract or arrangement in which he is interested and he
shall not be counted in the quorum present at the meeting considering or resolving upon such contract or arrangement.

(iii) No Member of the Council or intending Member of the Council shall be disqualified by his office from contracting
with the Society as a vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered
into by or on behalf of the Society in which any Member of the Council is in any way interested be liable to be avoided,
nor shall any Member of the Council so contracted or being so interested be liable to account to the Society for any profit
realised by any such contract or arrangement by reason of such Member of the Council holding that office, or of the
fiduciary relation thereby established.
(iv) Any Member of the Council may act by himself or his firm in a professional capacity for the Society, and he or his
firm shall be entitled to remuneration for professional services as if he were not a Member of the Council, provided that
nothing herein contained shall authorise a Member of the Council or his firm to act as Auditor of the Society.

(v) Any Member of the Council may continue to be or become a director of or to hold any other office or place of profit
under any company in which the Society may be interested and no such Member of the Council shall be accountable for
any remuneration, salary, profit or other benefits received by him as a director of, or holder of any other office or place
of profit under, or member of any such other company. The Council may exercise the voting power conferred by the
shares in any company held or owned by the Society in such manner in all respects as they think fit (including the
exercise thereof in favour of any resolution appointing themselves or any of them directors of such company or voting or
providing for the payment of remuneration to the directors of such company), and any Member of the Council may vote
in favour of the exercise of such voting rights in manner aforesaid, notwithstanding that he may be or be about to be
appointed a director of such other company, and as such is or may become interested in the exercise of such voting rights
in manner aforesaid.


Retirement of Officers of the Society and of Other Members of the Council

41. (a) The Members of the Council (other than the President, the Immediate Past President and the President Elect)
shall except when appointed under the provisions of either Article 34 or Article 44, hold office for a period of three
calendar years.

(b) Except as provided in Article 42, a Member of the Council whether an Officer of the Society or otherwise (but
excluding the President, the Immediate Past President and the President Elect) shall retire from office at the expiration of
the third calendar year after the date upon which he takes office, or if appointed under the provisions of either Article 34
or Article 44 at the expiration of the third calendar year after the date upon which the Member of the Council whose
place he has filled took office. An Officer of the Society so retiring may if willing and eligible either be re-elected as an
Officer of the Society or be elected to fill a vacancy on the Council caused by the retirement of a Member of the Council
(other than the Officers of the Society). A member of the Council (other than an Officer of the Society) so retiring shall
be eligible for re-election as a Council member for one further consecutive three-year period. He/she shall not be eligible
for further re-election unless as an Officer of the Society (but subject to para (c) of this Article) until the expiration of at
least one calendar year following such retirement, unless he/she has been co-opted as a Member of Council to fill a
casual vacancy for a period of two years or less, in which case he/she may stand for re-election for two further consecutive
three-year periods.

(c) No person shall be eligible to serve on the Council (whether as an Officer of the Society or as a Member) for more
than a total of nine years, consecutively.

42. The Secretary shall at least three months before the 31st December in any appropriate year, invite members to
submit nominations for such places on the Council other than the office of President Elect as shall be vacant under the
provisions of Article 41 and shall state the date (being not less than four weeks from the date of such invitation) by which
such nominations shall be submitted. Nominations shall be in writing, signed by six members of the Society as specified
in Article 8 and countersigned by the member nominated. In the case of nominations for a regionally elected Member of
the Council or the Member elected by the Study Group officers, the nominee and the signatories of the nomination shall
all be persons eligible to vote for the Member in question, as specified in Article 33. If no more nominations are received
for any such office or vacant place as aforesaid than there are such offices or vacant places the members nominated shall
(subject to the provisions of paragraph (c) of Article 41) hold office from 1st January next immediately following the year
in which they were so nominated

43. If at any time at which elections for office or for vacant places on the Council are to take place as aforesaid there shall
be more than one nomination for any office or the number of nominations received for such vacant places shall exceed
the number of such vacant places then, not less than six weeks before the 31st December in the appropriate year there
shall be despatched to all fully paid up members a ballot paper containing a list of the names of the persons nominated
for each such office and vacant place as aforesaid and such offices and vacant places shall be filled by ballot in accordance
with the following provisions, or otherwise as determined by the Council and approved by an Ordinary Resolution of
the members passed at the last Annual General Meeting immediately preceding such election;
(a) each member intending to participate in such ballot shall indicate the candidate for each office and vacant place
whom he desires to elect by placing a cross against their names on the ballot paper;

(b) ballot papers when completed shall be sent by post or delivered to the Office addressed to the Secretary, so as to reach
him/her not less than fourteen days before 31st December unless otherwise stipulated;

(c) any ballot paper containing votes for more than one candidate for any office, or for more than the number of
candidates for which there are vacant paces on the Council shall be invalid;

(d) the candidates for each office and for the vacant places on the Council who respectively receive the greatest number
of votes in the ballot shall (subject to the provisions of paragraph (c) of Article 41) be declared elected and shall (subject as
aforesaid) hold office from the 1st January next immediately following their election;

(e) if it becomes necessary to determine which of two candidates receiving an equal number of votes in a ballot shall be
elected, the same shall be determined by drawing lots between such candidates;

(f) the results of such elections shall be notified to the members by means of a declaration in the Society’s newsletter or
by other appropriate means;

(g) the accidental omission to send a ballot paper or the non-receipt of a ballot paper by any person entitled to receive
such shall not invalidate the election.

44. Subject to the provisions of these Articles, and provided that no resolution for the removal of a Member of the
Council shall be valid unless special notice thereto shall have been given in accordance with Section 142 of the Act, the
Society may, from time to time, in general Meeting increase or reduce the number of Members of the Council and
remove any Member of the Council before the expiration of his period of office, and, if thought fit, appoint another
person in his stead, and any person so appointed shall, for the purpose of determining the time at which he or any other
Member of the Council is to retire, be deemed to have become a Member of the Council on the date of the last
appointment of the Member of the Council in whose place he is appointed.

45. Every resolution of a General Meeting for the appointment of a Member of the Council shall relate to one named
person, and a single resolution for the appointment of two or more persons shall be void.


Proceedings of Council

46. The Council may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they
think fit, and determine the quorum necessary for the transaction of business. Until otherwise determined by the
Council, five Members of the Council shall be a quorum. Questions arising at any meeting shall be decided by a majority
of votes. In the case of any equality of votes, the Chairman of a meeting shall have a second or casting vote.

47. The President, President Elect or Immediate Past President may, and on the request of any Member of the Council,
 the Secretary shall, at any time summon a meeting of the Council by notice served upon the several Members of the
Council.

48. No Member of the Council for the time being out of the United Kingdom shall be entitled to notices of meetings of
the Council.

49. The Chairman of the Council shall be the President of the Society, except that if the President be unwilling to take
the chair, or if he be not present within fifteen minutes of the time fixed for holding the meeting, the Members of the
Council present shall choose one of their number to act as Chairman of such meeting, and the Member of Council so
chosen shall preside at such meeting accordingly.

50. A meeting of the Council for the time being at which a quorum is present shall be competent to exercise all or any of
the authorities, powers and discretions for the time being vested in or exercisable by the Council generally.

51. The Council may from time to time appoint committees consisting of such member or members of their body or of
the Society as they think fit, and may delegate any of their powers to any such committee and from time to time revoke
any such delegation and discharge any such committee wholly or in part. Any committee so formed shall, in the exercise
of the powers so delegated, conform to any regulations that may from time to time be imposed upon it by the Council,
and subject to such regulations, may co-opt other persons to the committee but without power to vote.

52. The Council shall also have power from time to time to appoint special committees consisting of such one or more
of their number as they may decide, and such other members of the Society as they may think fit, to consider and advise
the Council upon any special matter referred to them by the Council or upon any particular aspect or section of the
activities or objects of the Society which the Council may consider merits the attention or consideration of such
committee.

53. A committee may appoint a Chairman of its meetings. If no such Chairman be appointed or if at any meetings he
be not present within fifteen minutes after the time fixed for holding the meeting, the members present shall choose one
of their number to be Chairman of such meeting.

54. Committees may meet and adjourn as they think proper. Questions arising at any meeting shall be determined by a
majority of votes of the members present, and in case of an equality of votes the Chairman of the meeting shall have a
second or casting vote.

55. All acts bona fide done by any meeting of the Council, or a committee of the Council, or by any person acting as a
Member of the Council shall, notwithstanding it be afterwards discovered that there was some defect in the appointment
of any such Member of the Council or person acting aforesaid, or that they or any of them were disqualified, be as valid
as if every such person had been duly appointed and qualified to be a Member of the Council.

56. The Council shall cause minutes to be made in books provided for the purpose:

(a) of the names of all the Members of the Council present at each meeting of the Council and of any committee of the
Council;

(b) of all resolutions passed and proceedings had by and at all meetings of the Society and of the Council and of any
committee of the Council. And any such minutes as aforesaid, if purporting to be signed by the Chairman of the
meeting at which such appointments were made, or such Members of the Council were present, or such resolutions were
passed or proceedings had (as the case may be), or by the Chairman of the next succeeding meeting of the Society, or of
the Council or committee (as the case may be), shall be sufficient without any further proof of the facts therein stated.


Officers

57. The Officers of the Society shall be the President, the Immediate Past President or the President Elect, two Vice
Presidents and an Honorary Treasurer. In addition there shall be a Secretary who shall be appointed by the Council on
such terms as the Council may determine and shall be entrusted with the general administration of the Society but shall
not be an Officer.

58. (a) The Secretary shall, at least three months before the 31st December of the appropriate year, invite members to
submit nominations for the office of President Elect and shall state the date (being not less than four weeks from the date
of such invitation) by which such nominations shall be submitted. Nominations shall be in writing signed by ten
members of the Society as specified in Article 8, and countersigned by the nominee. It shall be the duty of the Council to
ensure that there is a nomination for President Elect in the appropriate year.

(b) In the event of there being more than one nomination for the office of President Elect the voting procedure shall be
the same as stipulated for members of Council in Article 43.

(c) The President Elect shall take office on the 1st January of the appropriate year. On 1st January of the following year
he will take office as President of the Society for a period of two years, at the conclusion of which he shall serve for a
further year as Immediate Past President.

(d) No person who is not a member of the Society shall be eligible to hold the Office of President Elect or President.
Accounts

59. The Council shall cause proper and sufficient books of accounts to be kept with respect to:

(a) all sums of money received and expended by the Society and all matters in respect of which such receipts and
expenditure take place;

(b) all sales and purchases of goods by the Society; and

(c) the assets and liabilities of the Society.

Proper books shall not be deemed to be kept if there are not kept such books of accounts as are necessary to give a true
and fair view of the state of the Society’s affairs and to explain its transactions.

60. The books of account shall be kept at the Office or, subject to Section 147(3) of the Act, at such other place or places
in the United Kingdom as the Council shall think fit, and shall always be open to the inspection of the Council.

61. The Society in General Meeting may from time to time make reasonable conditions and regulations as to the time
and manner of the inspection by the members of the accounts and books of the Society, or any of them, and subject to
such conditions and regulations the accounts and books of the Society shall be open to the inspection of members at all
reasonable times during business hours.

62. The Council shall from time to time in accordance with Sections 148, 150 and 157 of the Act cause to be prepared
and to be laid before the Society in General Meeting such income and expenditure accounts, balance sheets and reports
as are referred to in these sections.

63. A copy of every balance sheet (including every document required by law to be annexed or attached thereto) which is
to be laid before the Society in General Meeting, together with a copy of the Auditor’s report shall not less than twenty-
one days before the date of the meeting, be sent to every member of the Society. Provided that these Articles shall not
require a copy of these documents to be sent to any person of whose address the Society is not aware.




Audit

64. Auditors shall be appointed and their duties regulated in accordance with Sections 159 and 161 of the Act and
Section 14 of the Companies Act 1967.


Notices

65. A notice may be served by the Society upon any member whether personally or by sending it through the post in a
prepaid letter, addressed to such member at his registered address as appearing in the Register of Members.

66. Any member described in the Register of Members by an address not within the United Kingdom who shall from
time to time give the Society an address within the United Kingdom at which notices may be served upon him, shall be
entitled to have notices served upon him at such address, but save as aforesaid, only members described in the Register
of Members by an address within the United Kingdom shall be entitled to receive notices from the Society.

67. Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter
containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter
containing the notice was properly addressed and put into the post office as a prepaid letter.

68. Notice of every General Meeting shall be given in any manner hereinbefore authorised to:

(a) every member except those members who (having no registered address within the United Kingdom) have not
supplied to the Society an address within the United Kingdom for the giving of notices to them; and
(b) the Auditor for the time being of the Society.


Indemnity

69. Every Member of the Council, or servant of the Society and every person who shall act as Auditor of the Society shall
be indemnified out of the funds of the Society against all liability incurred by him as such Member of the Council, officer
or servant in defending any proceedings, civil or criminal, in which judgment is given in his favour, or in which he is
acquitted, or in connection with application under Section 448 of the Act in which relief is granted to him by the Court.


Dissolution

70. Clause 7 of the Memorandum of Association relating to the winding up or dissolution of the Society shall have effect
as if the provisions thereof were repeated in these Articles.



Names, addresses and descriptions of subscribers

B H P RIVETT
Arthur Andersen & Co., London EC2
Operational Research Manager

THE RT. HON. THE EARL OF HALSBURY
17 Stanhope Terrace, London W2
Consultant

CHARLES GOODEVE
11 Park Lane, London W1
Director of Research

BARCLAY HANKIN
23 Queens Gate, London SW7
Head of Operational Research Section

OWEN HADDON WANSBROUGH-JONES
53(a) Pall Mall, London SW1
Chemical Manufacturer

E C WILLIAMS
17 Dealtry Road, Putney SW15
Civil Servant

ROGER T EDDISON
Horstedpond, Uckfield, Sussex
Operational Research Manager

DATED the 11th day of May, 1960

WITNESS to the Signature of B H P RIVETT

V CHOFFIN
67 Broad Street, New York, 4,N.Y

WITNESS to the Signatures of LORD HALSBURY, SIR CHARLES GOODEVE, B HANKIN, SIR OWEN
WANSBROUGH-JONES, E WILLIAMS and R EDDISON:-
G M HESELTON
64 Cannon Street, London EC4
Secretary Operational Research Society