At the Court of Buckingham Palace
THE 8th DAY OF MAY 2004
PRESENT
THE QUEEN’S MOST EXCELLENT MAJESTY IN COUNCIL
ELIZABETH
THE SECOND by the Grace of God on the United Kingdom of
Great Britain and Northern Ireland and of Our other Realms and Territories
Queen, Head of the Commonwealth, Defender of the Faith:
TO
ALL TO WHOM THESE PRESENTS SHALL COME, GREETING!
WHEREAS the Society
incorporated under the Companies Act 1985 and known as the ‘Society for the
Environment’ (hereinafter referred to as ‘the former Society’) has presented
unto Us a Petition praying that We would be graciously pleased to grant to it a
Charter of Incorporation:
AND WHEREAS We have
taken the said Petition into our Royal Consideration and are minded to accede
thereto:
NOW THEREFORE KNOW
YE that We by virtue of Our Prerogative Royal and of Our especial grace,
certain knowledge and mere motion have granted and declared and do hereby for Us,
Our Heirs and Successors grant and declare as follows:
1
In this Our Charter, unless the
context otherwise requires:
(I)
‘Associate Body’ means any
institution admitted to membership of the Society as an associate body under
the provisions of the Bye Laws;
(II)
‘Board’ means the governing body of
the Society constituted under article 7 hereof;
(III) ‘Board member’ means a person
appointed to serve on the Board in accordance with the Bye Laws;
(IV) ‘Bye Laws’ means the bye laws of the
Society made under this Our Charter as from time to time amended in accordance
with this Our Charter;
(V)
‘Constituent Body’ means any
institution admitted to membership of the Society as a constituent body under
the provisions of the Bye Laws;
(VI) ‘the Constitution’ means the body of
fundamental principles according to which the Society is governed and being
comprised in this Our Charter, the Bye
Laws, the Regulations and the Practice Directions;
(VII) ‘the former Society’ means the
Society incorporated under the Companies Act 1985 and known as the ‘Society for
the Environment’;
(VIII) ‘Licensed Body’ means a Constituent
Body licensed by the Registration Authority pursuant to article 4)v) hereof;
(IX) ‘the Object’ means the object of the
Society as specified in article 3 hereof;
(X) ‘practice Directions’ means the
practice directions of the Society determined by the Board from time to time as
provided for in Bye Law 24;
(XI) ‘the profession’ means the
profession of environmental practitioner;
(XII) ‘registration’ means registration in
registers maintained under article 5 (xii) hereof;
(XIII) ‘registrant’ means any person
admitted to the registers maintained under article 5 (xii) hereof;
(XIV) ‘Registration Authority’ mans a body
appointed by the Board in accordance with the Bye Laws;
(XV) ‘Regulations’ means the regulations
of the Society determined by the Board from time to time pursuant to Bye Law
23;
(XVI) ‘the Society’ means the ‘Society for
the Environment’;
(XVII) references to the singular number
include the plural and vice versa; references to the masculine gender include
the feminine and vice versa; references to persons include bodies and ‘body’
means any organisation whether incorporated or not;
(XVIII) references to articles are to
articles in this Our Charter;
(XIX) in the event of any inconsistency
between any of the provisions of the Constitution the prevailing provisions
shall be: in the case of the Practice Directions, the Regulations; in the case
of the Practice Directions or the Regulations, the Bye Laws; in the case of the
Practice Directions, the Regulations or the Bye Laws, in this Our Charter.
2 The members of the former Society
and all such persons (incorporate or otherwise) as may hereafter become members
of the body corporate hereby constituted shall be forever hereafter one body
corporate and politic by the name of the ‘Society for the Environment’
(hereinafter referred to as ‘the Society’) and by the same name shall have
perpetual succession and a common seal, with power to break, alter and make
anew the said seal from time to time at their will and pleasure and by the same
name shall and may sue and be sued in all Courts, and in all manner of actions
and suits, and shall have power to do all other matters and things incidental
or appertaining to a body corporate.
3 The object for which the Society
constituted is to promote the advancement of, the dissemination of, knowledge
of, and education in good environmental practice for the public benefit.
4 In pursuance of the Object, but not
otherwise, the Society shall:
(i) take over the assets and liabilities
of the former Society
(ii)
provide a forum for discussion and
exchange of information relevant to the Object;
(iii) provide advice and respond to
proposals and enquiries relating to the advancement and the regulation of good
environmental practice and where appropriate collaborate with other bodies;
(iv)
establish and keep under review
generic standards and procedures for academic and occupational achievement,
competence and commitment and the requirements for initial and continuing
professional development for registrants;
(v) designate as Licensed Bodies those
Constituent Bodies which (a) demonstrate to the satisfaction of the
Registration Authority their competence to assess individuals for initial and
continuing registration and (b) regulate the conduct of their individual
members; license such bodies to admit individuals to a register; monitor the
additions and deletions the Licensed Bodies make to such register; and provide
guidance on the codes of conduct and disciplinary procedures of such Licensed
Bodies;
(vi) be accountable to Constituent Bodies
and Associate Bodies in respect of its activities.
5 In pursuance of the Object, but not
otherwise, the Society shall have the following powers:
(i) to levy charges by subscription on
Constituent Bodies and Associate Bodies at a rate to be determined by the
Board; to levy a licence fee on Licensed Bodies at a rate to be determined by
the Board; to set the registration fee, to be levied by Licensed Bodies on registrants, at a rate
to be determined by the Board;
(ii) to receive gifts, endowments,
bequests, donations, money and property real or personal;
(iii) to purchase, take on lease or in
exchange, hire or otherwise acquire any real or personal property and the
rights and privileges which the Society may think necessary or convenient for
the promotion of the Object, and to construct, maintain and alter any buildings
or erections necessary or convenient for the work of the Society;
(iv)to sell, let, mortgage, dispose of
or turn to account all or any of the property or assets of the Society as may
be thought expedient with a view to the promotion of its Object;
(v) to undertake and execute any trusts
which may lawfully be undertaken by the society and may be conductive to its
Object;
(vi) to purchase or otherwise acquire
plant and machinery including computer hardware and software, furniture,
fixtures, fittings and all other effects of every description and to apply for
registration of any patents, rights, copyrights, licences and the like;
(vii) to borrow or raise money for the
purposes of the Society on such terms and on such security as may be thought
fit;
(viii) to draw, make, accept, endorse,
discount, execute and issue promissory notes, bills, cheques and other
instruments and to operate bank accounts;
(ix) to engage and pay any person or
persons whether on a full-time or part-time basis or whether as a consultant or
employee to supervise, organise, carry on work of and advise the Society.
(x) to invest the moneys of the Society
not immediately required for its purposes as may be thought fit;
(xi) to establish and support or aid in
the establishment and support of any associations or institutions and to
subscribe or guarantee money for purposes in any way connected with the
purposes of the Society or calculated to
further its Object;
(xii) to maintain registers and modify,
extend or add to such registers as required;
(xiii) to appoint a chief executive office
of the Society;
(xiv) to publish, or commission the
publication of, material relevant to the Object in any form, to undertake or
commission research, to establish and maintain libraries, databases, or any
other facilities for the benefit of the public, and to hold or promote
conferences, exhibitions or other events;
(xv) to pay all reasonable and proper
premiums in respect of indemnity insurance effected covering the indemnities
given in accordance with article 8 hereof;
(xvi) to do all such other lawful acts and
things whatsoever that are conductive, ancillary or incidental to the
attainment of the Object.
6
The income and property of the Society, howsoever derived, shall be applied
solely towards the Object and no portion thereof shall be paid or transferred
directly or indirectly, by way of dividend, bonus or otherwise howsoever by way
of profit, to the Constituent Bodies or the Associate Bodies. Provided that nothing in this article shall
prevent the payment in good faith of reasonable and proper remuneration to any
officer or servant of the Society, or to any Constituent Body or Associate
Body, in return for any services actually rendered to the Society and of
travelling and other expenses necessarily incurred in carrying out the duties
of any Constituent Body or Associate Body, officer or servant of the Society.
7
The management and control of the
Society shall be vested in a Board which may exercise all or any of the powers
of the Society, and may delegate its powers and functions in accordance with
the Bye Laws.
8 No Board member or member of any
committee of the Board including the Registration Authority shall (a) be
accountable or (b) incur personal liability in respect of any loss or damage
done in good faith for the benefit of the Society. The Society shall indemnify every Board and
committee member, officer and employee of the Society against any loss or
expense incurred through any act or omission done or committed by him in the
course of the performance of his authorised duties on behalf of the
corporation.
9 Subject to the provisions of this
Our Charter, the Board may by resolution make, amend or revoke the Bye Laws
provided that no new Bye Law, amended or revocation shall be effective unless
(a) it has been passed by a two-thirds majority of the Board members present
and voting in person on the relevant resolution, and (b) it has been approved
by the Lords of Our Most Honourable Privy Council, of which approval a
certificate under the hand of the Clerk of Our said Council shall be conclusive
evidence.
10 Subject to the approval by
two-thirds majority vote of the representatives of the Constituent Bodies, or
their duly appointed proxies, present and voting in general meeting, the Board
may by resolution passed by a two-third majority vote of the Board members
present and voting in person modify or revote any of the provisions of this Our
Charter. Any modification or revocation
made under this article shall, when allowed by Us, Our Heirs or Successors in
Council, become effectual so that this Our Charter shall thenceforth continue
in force as so modified or revoked. This
provision shall apply to Our Charter as modified or revoked.
11 Any matter that pursuant to this Our
Charter may be prescribed or regulated by the Bye Laws, may be further
prescribed or regulated by Regulations, provided that any such further
prescription or regulation shall not be repugnant to the provisions of this Our
Charter or to the provisions of the Bye Laws.
12
Any matter that pursuant to this Our
Charter may be prescribed or regulated by the Regulations, may be further
prescribed or regulated by Practice Directions, provided that any such further
prescription or regulation shall not be repugnant to the provisions of this Our
Charter or to the provision of the Bye Laws or to the provisions of the Regulations.
13 Subject to the approval by
two-thirds majority vote of the representatives of the Constituent Bodies, or
their duly appointed proxies, present and voting in general meeting, the Board
may be resolution passed by a two-thirds majority of the Board members present
and voting in person resolve to surrender this Our Charter and any further
Charter granted to the Society, subject to the sanction of Use, Our Heirs or
Successors in Council upon such terms as We or They may think fit, and wind up
or otherwise deal with the affairs of the Society. If upon the winding up or dissolution of the
Society there remains, after satisfaction of all debts and liabilities, any
property whatsoever, then it shall not be given to or distributed among the
Constituent Bodies and Associate Bodies or any of them but, subject to any
special trusts affecting any of the property, shall be given or transferred to
some other institution or institutions, having objects similar to the Object,
and which shall prohibit the distribution of its income and property among its
or their members to at least the same extend as specified in article 6 hereof,
such institution or institutions to be determined by the Constituent Bodies and
Associate Bodies at or before the time of dissolution, and if and so far as
effect cannot be given to such provision, then to some charitable object.
14 Our Royal Will and Pleasure is that
this Our Charter shall ever be construed benevolently and in every case most
favourable to the Society and the promotion of the Object.
