Notice

The Relationship between the AISB (learned society) and the AISB (limited company)

The following terms used in the memorandum and articles of association of the AISB (company) are to be understood in the following fashion as relates to the AISB (learned society).

  • The members of the Company are the committee members of the Society.
  • The Annual General Meeting of the Company is the society committee meeting preceding the society Annual General Meeting. This takes place during the winter term shortly before the Annual Convention though neither is specified as such anywhere.
  • All society committee meetings are general meetings of the Company.
  • Therefore regulations in the memorandum concerning the calling of (annual) general meetings, proxy voting etc. apply to Society Committee meetings even if not explicitly mentioned as such in the Society Constitution. The regulations governing committee meetings in the constitution count as bye-laws governing the conduct of Company general meetings. If at any point the regulations turn out to be in conflict then it will be necessary to distinguish between resolutions agreed by the Company and those agreed by the Society committee.
  • The Directors of the Company are those persons registered as such with Companies' House (currently - Jan 2006 - that is the Chair, Vice-Chair and Treasurer of the Society but this need not be the case). The secretary of the Company is the person registered as such with Companies' House (currently - Jan 2006 - that is the secretary of the Society but this need not be the case). Regulations applying to the appointment and removal of directors therefore can apply separately to those for Society Officers, if necessary, although it is clearly preferable if the link can be maintained.
  • It should be noted that it is the Company that owns the AISB bank account and therefore the Company that gets any final say in terms of budgeting.