BACSA: CONSTITUTION AND RULES, ADOPTED 30 MARCH 1977, AS AMENDED ON 26 MARCH 2014, 22 OCTOBER 2015, 20 OCTOBER 2020 & 23 MARCH 2022.
1. NAME
The full name of the Association shall be ‘The British Association for Cemeteries in South Asia’, referred to in this Constitution as ‘the Association’.
2. OBJECTS
(a) To promote the preservation, conservation and recording of former European cemeteries and isolated monuments in South Asia and elsewhere in Asia.
(b) To promote education in the history of all places in South Asia and elsewhere in Asia associated with European residence and in particular the territories formerly administered by the Honourable East India Company and the British Government of India.
(c) To conserve and beautify cemeteries falling within these objects as well as their immediate environment.
3. FURTHERANCE POWERS
In furtherance of the foregoing objects the Association shall have the following powers:
(a) To raise funds from donations, legacies or subscription to enable the Association to achieve its objects;
(b) To grant-aid individuals or organisations who submit proposals approved by the Executive Committee, which meet any of the Association’s objects;
(c) To establish for public benefit and access, cemetery records, whether visual, written, oral or electronic, which shall be stored in perpetuity and made available for public access on terms to be approved by the Association;
(d) To authorise the Association’s Treasurer to invest the Association’s monies and thereafter report to the Executive Committee, acting in accordance with such guidelines as the Executive Committee shall determine;
(e) To print, publish, translate or sell any material relating to the above objects;
(f) To undertake all such other actions as shall further the attainment of the objects.
4. MEMBERSHIP
(a) Membership of the Association shall be open to any individual or organisation corporate or incorporate, whose application is accepted by the Executive Committee.
(b) Categories of membership and rates of subscription shall be such as may be determined by the Executive Committee and approved by the Association at a General Meeting.
(c) Subscriptions shall be paid on acceptance of an application for membership and thereafter an annual subscription shall become due on each anniversary thereafter.
(d) Membership shall lapse if the annual subscription is unpaid twelve months after it is due unless the Executive Committee shall otherwise determine.
(e) The Executive Committee may also remove membership if it is felt that the Member’s actions are disrupting the work of the Association or are inimical to its objects. Before exercising this power, the Secretary shall write to the Member giving reasons and allowing the Member four weeks to reply in writing.
(f) The Executive Committee may elect any individual or organisation as an Honorary Member (without voting powers) for such period and subject to such conditions as it may think fit.
5. GENERAL MEETINGS
(a) The Annual General Meeting of the Association shall be held no later than the last day of March in each year, except when Easter falls in March or early April when it may be held in April, to transact the business stated in sub-clauses (i) to (v) below. Any General Meeting may be held virtually where the Executive Committee deems it necessary so to do.
(i) To receive, and if approved, to adopt the Annual Report of the Executive Committee and the examined statement of the accounts of the Association to the end of the preceding year;
(ii) To elect the Officers and one third of the Executive Committee;
(iii) To approve the appointment of an independent examiner;
(iv) To approve any recommendation of the Executive Committee as regards categories of membership, rates of subscription and due dates of payment;
(v) To determine any other business as is proper to be conducted at an annual general meeting.
(b) A Special General Meeting of the Association may be called at any time by the Executive Committee. A Special General Meeting shall also be called by the Secretary within 21 (twenty-one) days of receipt of a requisition in writing signed by no fewer than 25 (twenty-five) members stating the object for which such a meeting is to be convened and the terms of any resolution to be moved.
(c) A resolution to amend the Constitution or to dissolve the Association and any resolution proposed by members shall require a majority of two-thirds of the members present and voting. Alternatively, resolutions to amend the Constitution may be referred to decision by postal ballot provided a simple majority of members present and voting so determine, the resolution itself requiring a two-thirds majority of those responding.
(d) Members shall be given no fewer than 14 (fourteen) days’ notice of every Annual General Meeting and no fewer than 7 (seven) days’ notice of every Special General meeting; such notice shall state the business to be transacted and the terms of any Special Resolution to be moved.
(e) The accidental omission to give notice of a General Meeting to one or more members or the non-receipt of notification by one or more members shall not affect the validity of the meeting.
(f) Transmission of Notices of Meetings and Minutes and Agendas may be undertaken through electronic means if the Secretary and individual or corporate Members so determine.
(g) Each member present at the meeting shall have one vote and the chairman of the meeting, in the event of an equality of votes, shall have a second casting vote. ‘Member’ includes the accredited representative of any organisation which is a member of the Association.
6. PRESIDENT AND VICE-PRESIDENTS
(a) The Association shall appoint a President and such Vice-Presidents as it wishes to further the work of the Association and also to give recognition to individuals who have rendered the Association meritorious service.
(b) The Executive Committee may make recommendations to the Association as regards such appointments.
7. OFFICERS
(a) The Officers of the Association shall comprise a Chairman, Secretary, Treasurer and Membership Secretary. The positions shall be honorary, but expenses may be paid.
(b) The Executive Committee may appoint such other officers or organisations as may be required either to assist the Officers in their work or to undertake specialist functions and may fix their terms of engagement.
(c) The Executive Committee may co-opt to fill any vacancy arising among the officers, any such co-option(s) to be confirmed at the next Annual General Meeting.
8. EXECUTIVE COMMITTEE
(a) The business of the Association shall be managed by an Executive Committee comprising:
(i) The Officers;
(ii) Not more than 9 (nine) persons elected by the Association at their Annual General Meeting, having regard to sub-clause (g) below;
(iii) Representatives of nominating corporate organisations;
(iv) Not more than 3 (three) co-opted members.
(b) The Executive Committee shall meet no fewer than 3 (three) times a year and shall be responsible for determining the rules and procedures for holding its meetings.
(c) Nominations for election as an Officer or member of the Executive Committee shall be submitted in writing to the Honorary Secretary not less than 7 (seven) days before the date of the Annual General Meeting. The consent of the nominee must be obtained, and the nomination must be seconded by another member of the Association.
(d) The Executive Committee shall present a Report to the Annual General Meeting, summarizing its work throughout the year and outlining the main challenges facing the Association for the future.
(e) The Executive Committee shall appoint a Vice-Chairman.
(f) With the exception of any representative of a nominating corporate organisation, Members of the Executive Committee shall be elected to hold office for a period of three years. They may then be re-elected for a further period of three years but must then stand down for a year before being eligible to stand again.
(g) Representatives of nominating corporate organisations hold office for as long as the nominating corporate organisation determines, subject to the Association approving their nomination and continued membership.
(h) The following transitional arrangements shall apply to enable the election of the existing Executive Committee to comply with the provisions of sub-clause (f) above:
(1) Excluding members of the Executive Committee nominated by corporate organisations, a third of the remaining Executive Committee with the longest length of service shall offer themselves for election at the next Annual General Meeting following the approval of this constitution;
(2) The remaining members of the Executive Committee shall also be ranked by length of service and with those with the longest service preceding those with the least, shall offer themselves for election in thirds at the two following Annual General Meetings.
(i) The Executive Committee shall establish such sub-committees or working parties as it sees fit. These shall be advisory only unless the Executive Committee draws up a scheme of delegation and obtains approval for the scheme from a General Meeting of the Association.
(j) The Executive Committee shall advise the Association on the establishment of branches in South Asia, in accordance with a model constitution to be approved by the Association, with a view to furthering the objects of the Association. The Executive Committee shall appoint the first chairman of a branch and shall request an annual report on the branch’s work.
9. FINANCE
The financial year of the Association shall end on 31st December of each year.
10. GIFTS
(a) The Association may receive gifts to further its objects.
(b) The Association may also receive records, whether visual, written, oral or electronic relating to tombs or cemeteries in South Asia and elsewhere in Asia with European burials and will make arrangements to secure their permanent preservation in the British Library or if that is not possible in such other suitable location as determined by the Executive Committee.
11. AMENDMENTS
This Constitution shall only be amended by a Special Resolution of the Association carried in General Meeting, provided that the consent of the Charity Commissioners shall first be obtained to any change of the Objects Clause, the Dissolution Clause or this Clause.
12. DISSOLUTION
The Association shall only be dissolved by a Special Resolution carried in General Meeting. On dissolution, after payment of the outstanding debts and liabilities any remaining assets shall be transferred to another charitable organisation with similar objects or be applied for such similar charitable purposes as the Association, with approval of the Charity Commissioners, shall determine.
April 2022