Association of Muslim Researchers

Constitution

Adopted on the 24 Day of April 1998

A The Name

The name of the Association is “The Association of Muslim Researchers” hereinafter referred to as “AMR” (“the Charity”).

B Administration

Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the AMR Governing Council, constituted by clause H of this constitution (“the Governing Council”).

C Objects

The Charity’s objects (“the objects”) are to advance the education of the public in subjects such as religion, history, economics, information technology and social sciences (and in such other subjects as the charity may from time to time decide) with particular reference to Islamic doctrines and traditions.

D Powers

In furtherance of the objects but not otherwise the Governing Council may exercise the following powers:

(1)   power to organise its membership into groups concentrating on particular branches of knowledge or tackling interdisciplinary problems;

(2)   power to organise seminars, workshops, conferences and other gatherings to exchange knowledge between researchers and share their knowledge with the public;

(3)   power to publish important works and information of benefit to its members and the community;

(4)   power to initiate and facilitate pilot projects where promising ideas emanating from the research and professional activities of its members may find practical applications;

(5)   power to promote and support learning and research which is of benefit to the Muslim Community;

(6)   power to raise funds and to invite and receive contributions provided that in raising funds the Governing Council shall not take any substantial permanent trading activities and shall conform to any relevant requirements of the law;

(7)   power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

(8)   power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;

(9)   power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of money so borrowed;

(10)           power to employ such staff (who shall not be members of the Governing Council) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation of staff and their dependants;

(11)           power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;

(12)           power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

(13)           power to appoint and constitute such advisory committees as the Governing Council may think fit;

(14)           power to establish a special fund to provide research grants and scholarships in key areas and to promising individuals or groups;

(15)           power to provide a consultancy service and act as a clearing house for ideas and information in all the areas of its activities to individuals, groups and organisations;

(16)           power to do all such other lawful things as are necessary for the achievement of the objects.

E Membership

(1)   Membership of the Charity shall be open to

(i)                 individuals (over the age of 18 years) interested in furthering the work of the Charity and who has paid the annual subscription laid down from time to time by the Governing Council, and
(ii)               any body corporate or unincorporated association which is interested in furthering the Charity’s work and has paid any annual subscription (any such body being called in this constitution a “member organization”).

 

(2)   Every member shall have one vote.

(3)   Every member organization shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity; and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.

(4)   Each member organization shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organization, he or she shall forthwith cease to be the representative of the member organization.

(5)   Membership applications may be considered by the Governing Council which will have the final authority on accepting or refusing membership and determining the appropriate class of membership.

(6)   In the event of an application being refused, the applicant may appeal to the Governing Council.

(7)   The Governing Council may by a two-thirds majority vote and for good reason terminate the membership of any individual or member organization: Provided that the individual concerned or the appointed representative of the member organization concerned (as the case may be) shall have the right to be heard by the Governing Council, accompanied by a friend, before a final decision is made.

F Constituent Bodies

(1)   Learned Societies, Special Interest Groups, or other groupings may be established by AMR or join AMR after approval by the Governing Council. All individual members of Constituent Bodies must also be members of AMR.

(2)   The rules of operation for the constituent bodies are determined by the Governing Council of AMR.

G Honorary Officers

At the annual general meeting of the Charity the members shall elect from amongst themselves a president, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

H Governing Council

(1) The Governing Council shall consist of not less that 5 members nor more than 21 members being:

(a)    the honorary officers specified in the preceding clause;
(b)   not less than 3 and not more than 5 members elected at the annual general meeting who shall hold office from the conclusion of that meeting.

 

(2) The Governing Council may in addition appoint not more than 5 co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Governing Council would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Governing Council called under clause K and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.

(3) All the members of the Governing Council shall retire from office at the end of the second annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.

(4) The proceedings of the Governing Council shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.

(5) Nobody shall be appointed as a member of the Governing Council who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.

(6) No person shall be entitled to act as a member of the Governing Council whether on a first or any subsequent entry into office until after signing in the minute book of the Governing Council a declaration of acceptance and of willingness to act in the trusts of the Charity.

I Determination of Membership of Governing Council

A member of the Governing Council shall cease to hold office if he or she:

(1)   is disqualified from acting as a member of the Governing Council by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision);

(2)   Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(3)   Is absent without the permission of the Governing Council from all their meetings held within a period of six months and the Governing Council resolve that his or her office be vacated; or

(4)   Notifies the Governing Council a wish to resign (but only if at least three members of the Governing Council will remain in office when the notice of resignation is to take effect).

J Governing Council Members not to be personally interested

(1)   Subject to the provisions of sub-clause (2) of this clause no member of the Governing Council shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Governing Council) in any contract entered into by the Governing Council.

(2)   Any member of the Governing Council for the time being who is a solicitor, accountant or other person engaged in profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Governing Council to act in a professional capacity on behalf of the Charity: Provided that at no time shall a majority of the members of the Governing Council benefit under this provision and that a member of the Governing Council shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm is under discussion.

K Meetings and Proceedings of the Governing Council

(1)   The Governing Council shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the president or by any two members of the Governing Council upon at least 4 days’ notice being given to the other members of the Governing Council of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.

(2)   The president shall act as chairman at meetings of the Governing Council. If the president is absent from any meeting, the members of the Governing Council present shall choose one of their number to be the chairman of the meeting before any other business is transacted.

(3)   There shall be a quorum when at least one third of the number of members of the Governing Council for the time being or three members of the Governing Council, whichever is greater, are present at a meeting.

(4)   Every matter shall be determined by a majority votes of the members of the Governing Council present and voting on the question but in case of equality of votes the chairman of the meeting shall have a second or casting vote.

(5)   The Governing Council shall keep minutes, in books kept for the purpose, of the proceedings of the Governing Council and of any sub-committee.

(6)   The Governing Council may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

(7)   The Governing Council may appoint one or more sub-committees consisting of three or more members of the Governing Council for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Governing Council would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Governing Council.

L Receipts and expenditure

(1)   The funds of the Charity, including all donations, contributions and bequests shall be paid into an account operated by the Governing Council in the name of the Charity at such bank as the Governing Council shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Governing Council.

(2)   The funds belonging to the Charity shall be applied only in furthering the objects.

M Property

(1)   Subject to the provisions of sub-clause (2) of this clause, the Governing Council shall cause the title to:

(a)    all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
(b)   all investment held by or on behalf of the charity;
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Governing Council at their pleasure and shall act in accordance with the lawful directions of the Governing Council, the holding trustees shall not be liable for the acts and defaults of its members.

 

(2)   If a corporation entitled to act as a custodian trustee has not been appointed to hold the property of the charity, the Governing Council may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange ( or any subsidiary of any such stockbroking company) as nominee for the Governing Council, and may pay such a nominee reasonable and proper remuneration for acting as such.

N Accounts

The Governing Council shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:

(1)   the keeping of accounting records for the Charity;

(2)   the preparation of annual statements of account for the charity;

(3)   the auditing or independent examination of the statements of account of the Charity; and

(4)   the transmission of the statements of account of the Charity to the Commissioners.

O Annual Report

The Governing Council shall comply with their obligations under the Charities Act 1992 or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.

P Annual Return

The Governing Council shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

Q Annual General Meeting

(1)   There shall be an annual general meeting of the Charity which shall be held in the month of July in each year or as soon as practicable thereafter.

(2)   Every annual general meeting shall be called by the Governing Council. The secretary shall give at least 21 days notice of the annual general meeting to all the members of the Charity. All the members of the Charity shall be entitled to attend and vote at the meeting.

(3)   Before any business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman for the meeting.

(4)   The Governing Council shall present to each annual general meeting the report and accounts of the Charity for the preceding year.

(5)   Nominations for election to the Governing Council must be made by members of the Charity in writing and must be in the hands of the secretary of the Governing Council at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

R Special General Meetings

The Governing Council may call a special general meeting of the Charity at any time. If at least twenty members request such meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.

S Procedures at General Meetings

(1)   The secretary or other person specially appointed by the Governing Council shall keep a full record of proceedings at every general meeting of the Charity.

(2)   There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present at any general meeting.

T Notices

Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Governing Council on any member either personally or by sending it through the post in prepaid letter addressed to such member at his or her last known address, and any letter so sent shall be deemed to have been received within 14 days of posting.

U Alterations to the Constitution

(1)   Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

(2)   No amendment may be made to clause A, clause C, clause J, clause V or this clause without the prior consent of the Commissioners.

(3)   No amendment may be made which would have the effect of making the Charity cease to be a charity at law.

(4)   The Governing Council should promptly send to the Commissioners a copy of any amendment made under this clause.

V Dissolution

If the Governing Council decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Governing Council shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such charitable institution or institutions having objects similar to objects of the Charity as the members of the Charity may determine or failing that shall be applied to some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commissioners.

W Arrangements until the first Annual General Meeting

Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Governing Council were references to the persons whose signatures appear at the bottom of this document.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.