Constitution of the SOCIETY FOR EXISTENTIAL ANALYSIS (SEA)
Date of Constitution London, December 2018
The name of the society is the Society for Existential Analysis (hereinafter called “the Society”).
2. NATIONAL LOCATION OF PRINCIPAL OFFICE:
(a) The Objects of the Charity are:
(i) To further the study and application of the Existential approach through public education and debate.
(ii) To promote or assist in the promotion of research into all aspects of Existential Therapy and Thought and to disseminate the useful results of such research.
(iii) To promote the existential ethos within the field of psychotherapy.
(iv) To seek affiliation with other like-minded societies, and to accredit training courses in Existential Therapy and Thought.
(v) To foster the inclusion of Existential Therapy within the range of mainstream therapy approaches used in the NHS, by IAPT, and by any other large health providers.
(vi) To raise awareness and promote the value of the Existential approach as being relevant to the contemporary philosophical, psychosocial, economic and political context possibly by providing speakers, publications and occasions of public meetings and courses, including different modalities and subjects complementary to psychotherapy, such as philosophy or psychology.
(b) In furtherance of the said objects but not otherwise the Society may:
(i) Employ and pay any person or persons to supervise, organize, and carry on the work of the Society.
(ii) Provide grants and scholarships or raise funds for financing research projects and assist students who may have financial difficulties.
(iii) Establish where necessary local branches (whether autonomous or not) nationwide.
(iv) Bring together in conferences, workshops, and talks, representatives of voluntary organizations, Government departments, statutory authorities and individuals, and any other relevant individuals, groups or organizations.
(v) Promote and carry out or assist in promoting and carrying out research, surveys and investigations, and publish the useful results thereof.
(vi) Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars, conferences and training courses.
(vii) Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.
(viii) Undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by the society.
(ix) Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the said objects also by means of social media, as it is fit to purpose.
(x) Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Society.
(xi) Make regulations for any property which may be so acquired.
(xii) Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Society.
(xiii) Subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed to be necessary.
(xiv) Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise PROVIDED THAT the Society shall not undertake permanent trading activities in raising funds for the said objects.
(xv) Invest the moneys of the Society not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law.
(xvi) Do all such other lawful things as are necessary for the attainment of the said objects.
(a) Full membership of the Society shall be open to:-
(1) Individuals of 18 years and over who are interested in furthering the aims and the work of the Society and who have paid the annual membership subscription as laid down each year at the Annual General Meeting of the Society,
(b) The Executive Committee of the Society shall have the right:-
(1) To approve or reject applications for membership, and
(2) For good and sufficient reason to terminate the membership of any individual or Organization PROVIDED THAT the individual member concerned shall have the right to be heard by the said Executive Committee before a final decision is made.
4. HONORARY OFFICERS:
(a) At the Annual General Meeting hereinafter mentioned the Society shall elect a Chairperson, a Vice Chair, a Secretary, a Treasurer and such other Honorary Officers as the Society shall from time to time decide. The Secretary, Treasurer and other Honorary Officers shall hold office for three years. At the expiration of such period such former honorary officers shall be eligible for re-election with no limit to the number of terms served. All members of The Honorary Committee shall have been members of the Society for at least one year before they can be elected or co-opted.
(b) (i) The Chairperson shall hold office for three years and be eligible for re-election for a maximum of one further consecutive term.
(ii) At the Annual General Meeting which marks the beginning of the final year of the current Chairperson’s term of office, (i.e., in yr. 3 or yr. 6) the Meeting shall elect a Chair- elect. Such person will hold office as Chair-elect for one year, leading in to a term of office as Chairperson for three years, at the end of which the Chairperson will again be eligible for re-election for one further consecutive three year term.
(c) The Chairperson and the Honorary Officers shall be ex officio members of the society, the said Executive Committee and of any other committee.
(d) The Society shall appoint one or more auditors.
5. EXECUTIVE COMMITTEE:
(a) Subject as hereinafter mentioned the policy and general management of the affairs of the Society shall be directed by an Executive Committee (hereinafter called “the Committee”) which shall meet not less than six times a year and when complete shall consist of not less than six members.
(b) The members of the Committee shall be elected at the Annual General Meeting of the Society in accordance with clause 6 hereof.
(c) Election to the Committee shall be for three years. One third of the Committee membership shall retire annually but shall be eligible for re-election, the members so to retire being those who have been longest in office since the last election but not reckoning ex-officio members. As between members who have been in office the same length of time, those due to retire shall be chosen by lot.
(d) In addition to the members so elected and to those serving by virtue of Clause 4(c) hereof the Committee may co-opt further members having been full members of the Society for at least one full year, whether individual or representative or a combination of both who shall serve until the conclusion of the next Annual General Meeting after individual co-option. Co-opted members shall be entitled to vote at meetings of the Committee.
(e) Any casual vacancy in the Committee may be filled up by the Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Society and shall be eligible for re-election at that Meeting.
(f) The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
(g) The Committee shall be empowered to appoint and fix the remuneration all such other staff (not being members of the Committee) as may in their opinion be necessary.
(h) The Committee may appoint such special or standing sub-committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Committee as soon as possible.
(i) (1) Members of the Committee are expected to carry out their duties responsibly and with due care. Accordingly, they are required to attend a minimum of 2/3rds of the Committee’s meetings on a rolling 12-month basis. A register of attendance will be maintained by the Secretary.
(2) Attendance shortfalls will be reported to the Committee, which will decide upon appropriate action (such decision made excluding the member in question). Any decision will consider all relevant circumstances, and be made with the best interests of the Society in mind. The Committee may decide that no action is required, or that further steps must be taken, which can include removing the individual from the Committee in accordance with section 5(j).
(j) (1) Members of the Committee may be removed from the Committee if they fail to execute their duties with appropriate care and diligence, or are otherwise unable or unwilling to perform their duties as expected. Examples of circumstances that might give cause for removal include but are not limited to:
- Persistent non-attendance of Executive Committee meetings;
- Acting in a manner that is abusive or otherwise unprofessional or disrespectful towards others;
- Persistent lack of engagement, including an unwillingness to take on or follow up on tasks delegated to them by the Committee commensurate with their position;
- Being found guilty of professional negligence or other significant misconduct, or otherwise being found to be acting in a way that could bring the Committee or the Society at large into disrepute.
(2) Should the Committee have reason to believe that a member is not performing their duties appropriately, the Committee shall discuss the allegations as soon as possible. The member in question may make a representation to the Committee as appropriate, though they will not be included in the Committee’s deliberations.
(3) Following such deliberations, if warranted the individual may be removed from membership of the Committee by a 50% +1 majority vote of Committee members, excluding the member in question. Such a decision must be made with the best interests of the Society in mind. The individual will be removed from the Committee with immediate effect, and the matter put before members for their approval at the next AGM. Depending on the seriousness of the situation, the individual’s membership of the Society may be reviewed pursuant to clause 3(b)(2).
6. MEETINGS OF THE SOCIETY:
(a) The Annual General Meeting of the Society shall be held once in each year and shall be held at such time not being more than 15 months after the holding of the preceding Annual General Meeting and place as the Committee shall determine. At least 30 clear days notice shall be given. At such Annual General Meeting the business shall include the election of Honorary Officers; the election of full members to serve on the Committee; the election of a suitably qualified person or persons to examine the Society’s accounts; the consideration of an annual report of the work done by or under the auspices of the Committee and of the examined accounts; and the transaction of such matters as may from time to time be necessary.
(b) The Chairperson of the Committee may at any time at his/her discretion and the Secretary shall within 21 days of receiving a written request to do so, signed by not less than 10 (ten) full members whether individual or representative, and giving reasons for the request, call a Special General Meeting of the Society.
7. NOMINATIONS OF HONORARY OFFICERS AND COMMITTEE MEMBERS:
Only full members of the Society whether individual or representative shall be eligible to serve as Honorary Officers or members of the Committee and must have been members of the Society for at least one year. Nominations for Honorary Officers or members of the Committee must be made by full members of the Society in writing and must be in the hands of the Secretary at least 21 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.
8 RULES OF PROCEDURE AT ALL MEETINGS:
(a) Quorum. The quorum at a meeting of the Society or of the Committee or any committee appointed under clause 5(h) hereof shall be 5% of the total actual membership of the Society for the time being, or, in case of Executive Committee meetings, 50% plus one of the Committee (as the case may be) or such other number as the Society may in a General Meeting from time to time determine.
(b) Voting. All questions arising at a meeting shall be decided by a simple majority of those present and entitled to vote thereat. Arrangements for proxy voting may from time to time be made by the Committee PROVIDED THAT ALWAYS no such arrangements shall be made with regard to Clauses 10 and 11 hereof. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the Chairperson shall have a second or casting vote.
(c) MINUTES: Minute books shall be kept by the Committee and all other committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions.
(d) Standing Orders and Rules. The Committee shall have the power to adopt and issue Standing Orders and/or Rules for the Society. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS that they shall be subject to review by the Society in general Meeting and shall not be inconsistent with the provisions of this Constitution.
(a) All moneys raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Society or the repayment of expenses to members of the Committee or of any committee appointed under Clause 5 hereof reasonable out of pocket expenses. Such repayments may be capped as the Committee will deem necessary.
(b) The Honorary Treasurer shall keep proper accounts of the finances of the Society.
(c) The Accounts shall be independently examined at least once a year by a suitably qualified person appointed at the Annual General Meeting.
(d) The statement of the accounts of the last financial year shall be submitted to the Annual General Meeting as aforesaid.
(e) A bank account shall be opened in the name of the Society with the Baker Street branch of HSBC, or with such other Bank, Online Banking, or Building Society as the Committee shall from time to time decide. The Committee shall authorise the Treasurer, the Chairperson, and the Vice-Chair of the Society to sign cheques on behalf of the Society. All cheques must be signed by not less than two of the three authorised signatories. The Treasurer of the Society shall have access to Banking on line or Credit Card Payments as and when necessary.
10. ALTERATIONS TO THE CONSTITUTION:
Any alteration of this constitution shall receive the assent of not less than two-thirds of those present and voting at an Annual General Meeting of the Society OR of not less than two-thirds of the full membership of the Society for the time being whether individual or representative, or present and voting at a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be proposed. At least 21 days notice in writing of such a meeting, setting forth the terms of the alteration, shall be sent by the Secretary to each member of the Society PROVIDED THAT no alteration shall be made which would have the effect of causing the Society to cease to be a Charity at law.
If the Committee by a simple majority decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Society, it shall call a meeting of all members of the Society who have the power to vote, of which meeting not less than 21 days notice stating the terms of the Resolution to be proposed thereat, shall be given. If such decision shall be confirmed by a simple [i.e. 50% +1] majority of those present and voting at such meeting the Committee shall have the power to dispose of any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the Committee may determine.
Any notice may be served by the Secretary on any member either personally or on its appointed representative as the case may be, or by sending it through the post in a prepaid letter addressed to such member at his, her or its last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting. Such notice may also be given by electronic mail.
For the interpretation of this constitution, the Interpretation Act, 1978, shall apply as it applies to the interpretation of an Act of Parliament.