Articles of association and memorandum
In this constitution, the following terms and phrases shall have the following meaning unless the context otherwise requires:
This includes any other UK accountancy body that gains chartered status.
The Society and its executive committee shall have the power to undertake any action necessary to further its objectives or actions that are conducive or incidental to achieving them. Specifically, the executive committee holds the power to:
No executive committee member or connected person may:
unless the payment or benefit is permitted by subclause (2) of this clause or authorized by the court.
In this clause, a "financial benefit" means a benefit, direct or indirect, which is either money or has a monetary value.
A executive committee member must:
Any executive committee member absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the executive committee on the matter.
The Executive Committee (EC) will consist of nine members, including a President, Secretary, Treasurer, and other members with portfolios as necessary to delegate work. The committee will be selected by the founding members of the society and will be responsible for the day-to-day operations of the society.
In the event of a vacancy arising due to the death, incapacity, or resignation of a committee member, the remaining members will continue to manage the committee. The founding members will appoint a replacement from the registered members of the society within one month of the vacancy.
The founding members have the authority to co-opt additional members for any purpose they deem necessary.
The founding members have the power to establish sub-committees and co-opt members to these sub-committees as needed.
The Executive Committee members are empowered to carry out all necessary actions and incur expenditures required for the day-to-day management of the society.
The Executive Committee shall be appointed for a term of 24 months. However, if necessary, the current EC will remain in office until a new committee is formed.
An individual is not entitled to act as an executive committee member upon appointment or reappointment until they have expressly acknowledged their acceptance of the office, in whatever manner the current executive committee member decide.
Every Executive Committee member must be appointed by a resolution passed at a properly convened meeting of the founding members. In selecting individuals for appointment to the Executive Committee, the founding members must consider the skills, knowledge, and experience required for the effective administration of the society.
The Executive Committee member will make available to each new Executive Committee member, on or before his or her first appointment:
A Executive Committee member ceases to hold office if he or she:
Any decision may be taken by resolution in writing or electronic form agreed by a majority of all of the Executive Committee member, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the Executive Committee member has signified their agreement. Such a resolution shall be effective provided that:
(1) The Executive Committee member may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The Executive Committee member may at any time alter those terms and conditions, or revoke the delegation. This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the Executive Committee member, but is subject to the following requirements:
Any Executive Committee member may call a meeting of the Executive Committee member. Subject to that, the Executive Committee member shall decide how their meetings are to be called, and what notice is required.
The President of the Executive Committee member may chair their meetings. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the Executive Committee member present may appoint one of their number to chair that meeting.
The following individuals are the founding members of the society and will have direct access to every executive committee meeting. They are expected to actively contribute to the day-to-day decision-making process:
The Executive Committee members shall have duties assigned to them as shown below:
The President shall be the Chief Executive of the Society. He/she shall have the overall responsibility for providing leadership and direction to other members of Committee.
The Secretary shall be responsible for:
The Treasurer shall be responsible for:
He/she shall be responsible for:
The members of the Society shall be its founding members and general members. Applications for membership in the Society in all categories must be submitted to the secretary online or on paper, as the executive committee may determine.
The potential applicant must be an active member or affiliate of the following supervisory bodies:
A person who is an ordinary resident for UK tax purposes and a member/associate/affiliate of any of the above supervisory bodies or their successors shall be eligible for membership of the Society.
Membership applications shall be approved in the executive committee meeting following the completion of the due verification process.
The executive committee and founding members retain the power to refuse general membership to or terminate membership of any member whose standard of professional conduct, in the committee's opinion, is inconsistent with any of the objectives and ethical standards of the Society or if, in the opinion of the trustees, that person's membership is no longer in the interest of the Society.
The executive committee and founding members shall have the power, at its discretion, to reinstate his/her membership.
Any decision taken on c(i) can be appealed by the respective member to the independent Committee will be formed by the founding members.
Any general member may resign his or her membership by giving the president a notice in writing or online to that effect, for submission to the executive committee, which will deal with the resignation process within 28 days.
Members are required to pay a certain non-refundable joining fee, the amount of which will be fixed by the executive committee.
All members are required to pay the annual subscription fees based on their date of joining (if joining before the year ended 31 March; on a pro-rata basis) and thereafter the full amount in each subsequent year. Any member who fails to pay dues within 30 days after the due date shall be notified in writing by the secretary. If fees are not paid within 30 days after the notification, the executive committee may terminate membership at its discretion.
The executive committee may reinstate the former member to membership if the former member submits a request and pays all dues.
Changes in the annual subscription may be made from time to time at the executive committee meetings.
Any decision to amend the constitution of the Society, amalgamate the Society with, or transfer its undertaking to, one or more other organizations, or wind up or dissolve the Society (including transferring its business to any other charity) must be made by a resolution of the general members of the Society rather than a resolution of the executive committee by resolution at a general meeting.
The resolution to be agreed by a 75% majority of those members voting at a general meeting, or agreed by all members in writing.
A copy of the proposed resolution has been sent to all the members eligible to vote; and the required majority of members have signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member's agreement must be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as the club has specified.
The executive committee shall establish a fund under its management and control. All monies received shall be paid into the Society's bank account within five working days. All expenses and liabilities incurred for the Society and approved by the committee shall be paid out of it.
The committee shall maintain proper records of the Society's transactions and take necessary steps to safeguard its assets. These records shall normally be kept at the Treasurer's office and shall be available for inspection by the general members on demand. The Treasurer shall provide financial information and explanations as requested by the executive committee.
The executive committee shall maintain a Register of the Society's members with full details, along with a list of members who are in default in payment of their annual subscriptions.
The executive committee shall discharge their responsibilities to the best of their abilities and by the best working procedures necessary for their respective areas of duties considering the operational needs of the Society. They shall act within their powers given in the constitution exercise due care and diligence and act in the best interest of the Society. They have a collective responsibility and activities shall normally be undertaken by agreement amongst them. In case of any disagreement on any important matter, records shall be kept in the minutes of such a disagreement for any future reference.
The financial year of the Society shall end on 31 March and financial statements shall be prepared in accordance with UK Companies act within 3 months after the year's end each year for submission to the AGM. Such accounts shall be subject to examination and reported on by the independent honorary reporting accountant.
The independent examiner will be appointed at the Annual General Meeting together with his/her fees. The independent examiner will give his/her report to the members of the Society.
The committee shall prepare a strategic business plan and annual budgets including the proposed yearly subscription. These should be discussed and agreed upon amongst the founding members first and then presented to the members of the Society at the Annual General Meeting for their agreement. A strategic business plan normally covers two years and is prepared on a rolling forecast basis with annual updates.
The annual budgets shall identify the planned elements of income and expenditure relating to the Society's functions.
Any significant variance (normally more than 10%) between the budgeted and actual income/expenditure shall be explained in a note to annual financial statements.
The AGM of the Society shall be held in a proposed physical venue every year within three months of the financial year end to transact the following affairs:
Notice of other business to be transacted must be received by the committee within 30 days after the accounting year-end date, giving details of the proposed resolution and the name of the proposer and seconder.
Notice of the AGM shall be given 28 days in advance in writing.
There shall be a regular board of trustees meeting for the day-to-day operation of the Society.
For any decision made at the AGM or EGM, 75% of the registered attendees must vote in favor. However, a quorum for the Executive Committee will require only a simple majority. If a quorum is not present when the meeting moves to business, no decisions or business may be conducted at the Executive Committee meeting, AGM, or EGM. Any absence that is preceded by written notice (electronic or paper) may still be counted towards the Executive Committee meeting quorum.
The Executive Committee may call an extraordinary general meeting at any time by giving fourteen days' notice in writing or other means and shall convince such a meeting on the written requisition of a simple majority of members present at a quorum meeting. The objectives of the meeting shall be specified in the notice.
If an extraordinary general meeting is called to approve or rectify amendments to the Society's constitution, the resolutions must be passed by a simple majority of the members present, including all general registered members. The Executive Committee will delegate responsibilities for constitutional amendment works.
Every registered member/attendees present at a general meeting that calls for a vote is entitled to one vote. The meeting's president will cast a casting vote in the event of an equal number of votes.
No additions to or alterations of this constitution shall be made other than at any annual general meeting or at an extraordinary general meeting was called for that purpose.
Any member wishing to propose such alterations or additions must send the proposal, duly seconded, in writing to the President of the Society for submission to the Committee. The Executive committee shall, if possible, bring the proposal at least 30 calendar days before the next AGM, or, if it thinks it desirable, may convene an extraordinary general meeting.
The Executive committee and founding members shall be the sole authority for the interpretation of this constitution, and the decision of the committee upon any question of interpretation or any matter affecting the Society and not provided for by this constitution shall be final and binding on the members except for where it clashes with Companies House act and Other UK Law.
A resolution passed at an extraordinary general meeting may dissolve the Society. In that case, any property left over after the Society's debts and liabilities have been paid off or transferred to charitable organizations that support the welfare of any British Bangladeshi registered charity organization in the UK, as decided by the founding members. All registered members' shares equal liabilities limited to £1 each in the event of winding up. But subject to that, the members of the Society have no liability to contribute to its assets if it is wound up, and accordingly have no personal responsibility for the settlement of its debts and liabilities beyond the amount that they are liable to contribute.
a) The management of the Society is vested upon the Executive committee and is a collective responsibility. Each committee member shall play his/her part properly. There shall be utmost cooperation amongst the members. Each member shall undertake his/her duties with a missionary zeal. Rules and procedures, though there will be some as a safeguard, there are no substitute for the spirit of co-operation and zeal.
b) Members shall approach the duties in their respective areas in a business-like manner.
c) Members shall innovate and improvise ways and means to discharge their duties effectively, efficiently, and economically. They shall devise procedures appropriate to the areas of their duties and strengthen communication with other members.
d) Members shall strive to achieve transparency in any dealing and financial transactions carried out on behalf of the Society in an official capacity. They shall not use the names of their practice or their franking machines, calendars, tax tables etc, in any correspondence, which could give the impression of advertising their practice and any other business.
e) The Society disclaims all liability for any financial transactions or expenses that a member may incur while acting in their personal capacity at any event that the Society organises.
f) Members shall maintain records of activities undertaken in their areas and keep evidence or explanations of any expenditure wholly and exclusively defrayed in the performance of their duties.
g) Members shall submit claims for reimbursement of any expenditure as soon as practicable, normally within two weeks of defraying them on the Society's business.
h) The Treasurer shall reimburse members' expenses after approval by the executive committee, being satisfied, based on documentary evidence and/or explanations, that these have been incurred on the Society's business.
The Society shall have UK registered bank account. Bank signatories/mandate holders of three individuals from the founding members. Any bank payment must be reviewed and authorised at least by two signatories out of three signatories/mandate holders. Any single invoice of more than £1,000 must be approved by the three signatories. The Society will hold a maximum £100 petty cash float at any time. A bank signatory can be replaced/terminated by a simple majority vote of a present member of the founding members.
It is strictly forbidden to promote, discuss, suggest, or debate any contentious political, religious or any other controversial issues on any of our platforms or at any of our gatherings.