The society shall register as a company limited by guarantee with a minimum of two Guarantors and thereafter shall have not less than six nor more than twelve Guarantors.
Every Guarantor of the Society undertakes to contribute to the assets of the Society in the event of the same being wound-up during the time that he is a Guarantor, or within one year afterwards, for payment of the debts and liabilities of the Society, contracted before the time at which he ceases to be a Guarantor, and of the costs, charges and expenses of winding-up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding one pound (£1)
The members of the Society shall be such persons whose applications for membership of the Society shall have been accepted by the Council and whose names shall be placed by the authority of the Council on the register of Members.
There shall be a class of membership open to students who shall pay a reduced subscription.
There shall also be a class of membership open to corporations who shall pay the corporate rate of subscription and who shall be entitled to nominate up to five individuals to represent the corporation who shall for all purposes of these articles be treated as members of the Society and each such representative shall have one vote. The representatives of corporate members shall be such persons as shall from time to time be notified as such persons to the Secretary of the Society.
Annual General Meeting
Each year the Society shall hold an Annual General Meeting to which each member is entitled to attend and vote.
All general meetings other than Annual General Meetings Shall be called Extraordinary General Meetings. Members shall be entitled to receive notice of and attend and to vote at these meetings.
The management of the Society shall be carried out by a Council which shall consist of not less than six and not more than twelve members elected by the members at each Annual General Meeting.
The members of Council shall include the Honorary Officers of the Society Elected by the members at each Annual General Meeting and if not so elected Council shall elect the Honorary Officers.
The Honorary Officers shall include:
- Vice Chairman
The Council shall meet at least four times each year.
Members of Council shall retire by rotation with one third of the members retiring at each Annual General Meeting. Retiring members shall be eligible for re-election.
Chairman, Secretary and Treasurer
These Officers shall hold office for one year, but shall be eligible for re-election. (Subsequently altered in late 1995 to allow the Chairman to hold office for two years).
- The UKSTT 1993/94 subscription rate was not increased even though that of the ISTT was increased in April this year. This was to give the Council and members time to review the new format of the Society and to decide what may be needed for the future.
However the present subscription, without funds from conferences and exhibitions, will not cover expenses for the running of the Society. Thus in considering what it would be nice for the Society to have and to do, the financial constraints must be borne in mind.
- It is envisaged that the Society will be organised on a regional basis with UK split into 6 or 8 areas. Each of these areas will be headed by a person acting as Chairman of the branch (or leader) who will also serve on the national Council.
- The national interim Council will determine policy and strategic planning. The areas will secure close relationships with the membership, seek to increase the membership, promote events and meetings. All these items should be designed to help promote UKSTT locally and nationally.
- Perhaps the national Council could be divided so that each Council member takes responsibility for a different item. Eg:
- Research and Education
- Promotion and Public Awareness of Trenchless Technology and PR
- Exhibitions, Conferences and Seminars
- Contact with Government and Decision Makers
- Secretary and Development of a Library
- Liaison with ISTT
- The Society has applied to the Charity Commissioners to be registered as a charity in UK. This makes for certain constraints on the non payment of dividends and the disposal of assets in a wind-up situation. It also moves the Society outside the scope for taxation on profits generated by its activities.
- In addition to the company limited by guarantee it is proposed that UKSTT forms a subsidiary trading company in the name of UKSTT Trading Services Limited. The object of this company is to remove from the registered charity status any trace of trading activity which is against the rules of the Charity Commissioners and which would invalidate charitable status.
The trading company would be used to place orders for conference space, advertising and promotional material etc. and to receive subscriptions and registration fees for events held. At the end of the trading period all profits from the trading company may be covenanted to the Society taking advantage of the tax relief afforded in such circumstances.
The parallel to this is Thomas Telford which is the trading company of the Institution of Civil Engineers.
Legal advice was sought on this aspect in view of the change of policy and rules of the Charity Commissioners from January 1993.