Proposed transition to a Company Limited by Guarantee
SGR is currently an 'unincorporated association', with constitution below.
Following discussion and agreement at our 2021 AGM, to investigate changing our legal status to a (non-profit) Company Limited by Guarantee, the NCC engaged legal advice and are now consulting SGR's membership about the documentation and process to achieve this by 1 March 2023.
The main reasons for doing this are:
- To enable SGR to access a greater range of funding sources - e.g. some grant funders will not fund unincorporated associations;
- To give better liability protection to the staff and volunteers who run SGR;
- To have access to more flexible banking arrangements - e.g. ability to accept Direct Debits.
The following documents explain the proposed governance arrangements and transition process for Scientists for Global Responsibility Ltd:
- Proposed process and timetable for the transition - 2 pages
- Draft Articles of Association (i.e. new constitution for the company) - 17 pages
- Notes on the Draft Articles, highlighting main differences to how SGR works now - 1 page
- Governance structure diagram - 1 page
(i.e. for SGR as an unincorporated association)
1. STATEMENT OF VALUES
Scientists for Global Responsibility (incorporating Architects and Engineers for Social Responsibility, Electronics and Computing for Peace, Psychologists for Peace, and Scientists Against Nuclear Arms) is an independent organisation of scientists, architects and engineers committed to the ethical and accountable practice and use of science, design and technology.
We believe science, design and technology should be used responsibly, in a way that contributes to justice and peace in human society, and to the long-term well-being of the wider environment.
2. STATEMENT OF AIMS
The objectives of Scientists for Global Responsibility are to promote and co-ordinate research, education, discussion and related activities of scientists, architects and engineers, aiming to further the ethical practice and use of science and technology. In particular, we will
- work for the elimination of weapons of mass destruction
- promote a transfer of human and financial resources away from military applications and towards civil ones
- promote a transfer of human and financial resources away from non-renewable energy and material sources and towards renewable ones
- argue for adequate analyses of the benefits, risks and uncertainties of technological innovations (especially those, such as biotechnology, with great potential for good or ill) before commitment to their use or non-use
- promote economic ideas and policies which are consistent with the values expressed in  above
- promote a culture that recognises both the expertise of specialists and the needs of all those affected by science and technology
- promote the conditions in which scientists, architects, engineers and technologists may use their skills in ways consistent with the values expressed in  above. Such conditions include the existence of pluralist, accountable sources of funding, and the ability of professionals in these fields to publish their work, freely and without risk of reprisals.
3. METHODS AND POWERS
In furtherance of the above objectives Scientists for Global Responsibility may:
3.1 Employ and pay any person or persons to supervise, organise and carry out the work of Scientists for Global Responsibility.
3.2 Establish where necessary regional, local or study/research groups.
3.3 Promote and carry out or assist in promoting or carrying out research, surveys and investigations, and publish the useful results thereof.
3.4 Arrange and provide for or join in the arranging and providing for the holding of exhibitions, meetings, conferences, lectures, classes, seminars and training courses.
3.5 Collect and disseminate information on all matters affecting the said objectives. Make representations to the appropriate authorities, opinion formers or the press on these matters. Exchange relevant information with other bodies having similar objectives.
3.6 Undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by Scientists for Global Responsibility.
3.7 Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) or computer programmes as shall further the said objectives.
3.8 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 objectives and construct, maintain and alter any buildings or erections deemed to be necessary for the work of Scientists for Global Responsibility.
3.9 Make regulations for any property that may be so acquired.
3.10 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 Scientists for Global Responsibility.
3.11 Subject to such consents as may be required by law, borrow or raise money for the said objectives and accept gifts on such terms and on such security as shall be deemed to be necessary.
3.12 Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise.
3.13 Invest the monies of Scientists for Global Responsibility not immediately required for the said objectives 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.
3.14 Do any such other lawful things as are deemed to be necessary for the attainment of the said objectives.
4.1 Membership of Scientists for Global Responsibility is open to natural and social scientists, architects, engineers, technologists and teachers of science and others qualified to contribute to its activities who support the objectives of Scientists for Global Responsibility.
4.2 Members of Scientists for Global Responsibility are required to pay an annual subscription, to be set by the National Co-ordinating Committee, upon which membership and voting rights depend.
4.3 The National Co-ordinating Committee (NCC) of Scientists for Global Responsibility (referred to in Section 9) shall have the right to:
- approve or reject application for membership
- terminate the membership of any member whose public conduct or statements are deemed by the NCC to be incompatible with the objectives of Scientists for Global Responsibility or whose actions are deemed by the NCC to bring Scientists for Global Responsibility into public disrepute. The member concerned shall have the right of appeal against the decision of the NCC at the subsequent AGM, at which NCC members may speak on the matter but not vote.
5.1 Any person who supports the objectives and work of Scientists for Global Responsibility but who is not eligible for membership or who does not wish to apply for membership may become an associate of Scientists for Global Responsibility by paying a monthly or annual fee. The minimum payment for associates is set by the NCC.
5.2 Associates shall not be entitled to vote at any Scientists for Global Responsibility meetings or to hold office.
6. AFFILIATED ORGANISATIONS
6.1. Organisations that support the aims and objectives of Scientists for Global Responsibility may affiliate upon payment of a monthly or annual fee, the level of which is set by the NCC.
6.2 Affiliated Organisations shall not be entitled to vote at any Scientists for Global Responsibility meetings or to hold office.
The organisation of Scientists for Global Responsibility is based on local, regional and specialist groups, a National Co-ordinating Committee (NCC) and a national office.
The Annual General Meeting (AGM)
8.1 The AGM must be held once a year.
8.2 The AGM is open to all Scientists for Global Responsibility members.
8.3 Members of Scientists for Global Responsibility are to be given at least 8 weeks’ formal notice of the date of the AGM.
8.4 The NCC is empowered to draw up standing orders for the general conduct of the AGM.
8.5 The NCC is empowered to draw up standing orders for the procedures relating to the nomination and election of the officers and members of the NCC.
8.6 Members of Scientists for Global Responsibility attending the AGM in person have a right to vote and matters put to the vote (other than those referred to in Clause 8.5) shall be decided by simple majority.
8.7 The quorum for the AGM is 5 per cent of the membership of Scientists for Global Responsibility or 50 members (whichever is the fewer).
8.8 The AGM shall include the election of officers and members of the NCC (as described in Section 9); the consideration of an annual report of the work done by or under the auspices of the NCC; the consideration of a Treasurer's report and the transaction of other matters as may from time to time be deemed to be necessary to forward the objectives of Scientists for Global Responsibility as specified in Section 2 of this constitution.
8.9 A record must be kept of the proceedings of the AGM.
8.10 Any minor irregularity in the calling of an AGM may be disregarded if a motion to the effect is carried by a two-thirds majority of those voting at the AGM.
The Annual Conference
8.11 The scientific and educational sessions of the Annual Conference may or may not be held immediately preceding or immediately after the AGM.
8.12 Clauses 8.1; 8.2; 8.3 and 8.4 relating to the conduct of the AGM shall also apply to the Annual Conference.
Extraordinary General Meetings (EGM)
8.13 The NCC may call an Extraordinary General Meeting as it thinks necessary. In exceptional circumstances and upon the written request of 5 per cent of the membership of Scientists for Global Responsibility or 50 members (whichever is the fewer), the NCC must call an EGM as soon as is reasonably practicable. Notice of such a meeting and of the business to be discussed at that meeting must be given to all members not less than 30 days before the date of the proposed EGM.
8.14 Clauses 8.2; 8.4; 8.6; 8.7; 8.9 and 8.10 relating to the conduct of the AGM shall apply to any Extraordinary General Meeting.
9. THE NATIONAL CO-ORDINATING COMMITTEE (NCC)
9.1 The management and national co-ordination of Scientists for Global Responsibility is the responsibility of the NCC.
9.2 The NCC is elected at the AGM. The members of the NCC are as follows:
- 4 officers: Chair, Vice-Chair, Secretary, Treasurer
- up to 10 other members
A maximum of 4 other members may be co-opted by the NCC at any time during the period of office of that NCC. Steps should be taken to ensure that the membership of the NCC reflects the range of professional backgrounds within the membership as a whole.
9.3 Only fully paid-up members of Scientists for Global Responsibility shall be eligible to serve as officers or members of the NCC.
9.4 Election to the NCC shall be for one year or until the next NCC election. The elected members and officers of the NCC shall hold office until the conclusion of the next AGM after the one at which they were elected. Officers and members of the NCC shall be eligible for re-election.
9.5 The NCC shall meet not less than 3 times a year. 5 members of the NCC, of whom at least 2 must be officers, shall constitute a quorum. All questions arising at an NCC meeting shall be decided by a simple majority of those members present. In the case of an equality of votes the Chair shall have a second or casting vote.
9.6 Minutes shall be taken at each NCC meeting and shall record the date of the meeting, those members present and all decisions taken. The minutes shall be open to inspection by members.
9.7 The proceedings of the NCC shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
9.8 The NCC may appoint sub-committees as it considers necessary and shall determine their terms of reference, powers, duration and composition. The acts and proceedings of each subcommittee shall be reported back, as required, to the NCC.
9.9 The NCC, on behalf of the membership of Scientists for Global Responsibility, is responsible for any financial liabilities or contractual agreements that are entered into by its employees or individual members of Scientists for Global Responsibility, on behalf of the NCC and with its prior consent. No individual member or employee of Scientists for Global Responsibility is to accept personal responsibility for any debt properly incurred (i.e. with proper NCC consent or as part of their employment duties as specified in their contract of employment) on behalf of Scientists for Global Responsibility.
9.10 The Secretary, on behalf of the NCC and membership of Scientists for Global Responsibility, has responsibility for ensuring that Scientists for Global Responsibility's legal and contractual obligations are carried out; for taking all reasonable precautions to ensure the safety and security of the national office, its equipment and contents, and for providing contracts of employment where necessary. Each employee, except those appointed on a casual basis, must be provided with a contract of employment signed by the Chair of Scientists for Global Responsibility, on behalf of the NCC and membership of Scientists for Global Responsibility, such contract to conform to such statutory requirements as may be in force from time to time.
9.11 The Treasurer shall keep proper accounts of all income and expenditure and shall present a Treasurer's report at the AGM. The Treasurer shall ensure that audited or prepared accounts are produced and presented to the membership.
10. REGIONAL, LOCAL AND STUDY/RESEARCH GROUPS
10.1 All Scientists for Global Responsibility members are allocated, subject to the member's agreement where a choice exists, to a local or regional group in which they may take an active role or not.
10.2 Scientists for Global Responsibility members can, if they wish, join any of Scientists for Global Responsibility's study/research groups.
10.3 The national co-ordination of the work of Scientists for Global Responsibility's groups is the responsibility of the NCC.
10.4 Scientists for Global Responsibility's groups shall comply with and be subject to the regulations as set out in Appendix 1 to this constitution.
10.5 Subject to the regulations set out in Appendix 1, the group may generally manage its own affairs and shall be solely responsible for its own debts and liabilities and shall not pledge the credit of Scientists for Global Responsibility or the NCC without prior and specific approval of the NCC.
11. ALTERATIONS TO THE CONSTITUTION
11.1 Alterations to the constitution may be proposed at the Annual General Meeting or at an Extraordinary General Meeting.
11.2 Any 10 members of Scientists for Global Responsibility may propose an alteration to the constitution. Such proposed alterations must be received in writing at the national office not less than 30 days before the meeting at which the alteration is to be proposed.
11.3 Members of Scientists for Global Responsibility must be given at least 14 days’ notice in writing of the date of the meeting at which the alteration is to be proposed and of the text of the proposed alteration to the constitution.
11.4 All such proposed alterations to the constitution are to be put to the vote at such a meeting and require a two-thirds majority of those who vote, disregarding abstentions, to be carried.
Scientists for Global Responsibility may be dissolved by a resolution of not less than two thirds of the members present and voting at the Annual General Meeting or an Extraordinary General Meeting, providing that the members are given not less than 30 days’ notice of the terms of the dissolution resolution prior to the date of the meeting at which it is to be proposed. In the event of the dissolution of Scientists for Global Responsibility, any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other group(s) or organisation(s) having similar objectives to those of Scientists for Global Responsibility as the last NCC may determine.
Any notices served by the NCC, the Secretary or the national office on any member or associate either personally or by sending it through the post in a prepaid letter addressed to such member or associate at her or his last known address in the United Kingdom, shall be deemed to have been received within eight days of sending or posting.
Regulations for Scientists for Global Responsibility Groups as referred to in Clause 10.4.
1. Scientists for Global Responsibility's regional, local and study/research groups are not autonomous and all members of such groups must also be members of national Scientists for Global Responsibility.
2. Groups may organise their own meetings and activities providing that those meetings and activities are consistent with the objectives of Scientists for Global Responsibility as specified by Section 2 of the constitution.
3. Each group has a Convenor whose role it is to co-ordinate the regional, local or study activities of the group as appropriate.
4. Convenors should regularly inform the NCC of their activities, via the national office and/or the NCC member responsible for the co-ordination of study/research or regional groups.
5. Regional and local groups may appoint officers to assist the Convenor in co-ordinating the activities of the group. The members of the group should decide how best to appoint such officers.
6. Groups may produce their own publications providing that the contents of such publications are consistent with the objectives of Scientists for Global Responsibility and they are clearly marked as the publication of a regional, local or study/research group and include the address of that group. If a regional, local or study/research group wishes to produce a publication to be published by national Scientists for Global Responsibility they must strictly adhere to the guidelines on refereeing and financing as laid down by the NCC from time to time.
7. Representations using the name "Scientists for Global Responsibility" to other bodies or individuals, may only be made by a group with the prior agreement and approval of the NCC, except in cases in which an urgent response is required, when either the Executive Director, one NCC officer (Chair, Vice-Chair, Treasurer, or Secretary) or two other NCC members are empowered to agree statements if these are clearly consistent with overall SGR policy.
8. To comply with legal requirements, all income raised by local groups and all money held by local groups is raised or held on behalf of national Scientists for Global Responsibility and is the property of national Scientists for Global Responsibility.
9. Each group must keep an account of its income and expenditure and must make this account available to the Treasurer as and when required.
10. A group may apply to the NCC for funding for specified running expenses or special projects or activities. According to the merit of the proposed expenditure and taking into account the availability of funds, the NCC may make a grant available up to a specified limit. Expenses incurred over and above this limit are the responsibility of the group and not of the national organisation.
11. These rules may be added to or modified by the NCC at any time provided that the group Convenors are given the opportunity to make representations in person or in writing at any NCC meeting at which such additions or modifications are discussed.
Note: This document incorporates revisions to SGR's Constitution approved at the Annual General Meetings held on 27th April 2002, 22nd October 2005 and 25th October 2008.