Law 1
Name

The Society shall be called ‘THE EDINBURGH GEOLOGICAL SOCIETY’.
This name is registered with the Office of the Scottish Charity Regulator as Scottish Charity number SC 008011.

Law 2
Objectives

The objectives of the Society shall be the stimulation and encouragement of public interest in geology and the advancement of geological knowledge by such means as public lectures, symposia, conferences, the reading and discussion of original papers, excursions, exhibitions, the maintenance of a geological library, the publication of the Scottish Journal of Geology jointly with the Geological Society of Glasgow, and the production of any other geological publications which may be considered desirable.

Law 3 Powers

In pursuance of the objectives set out in Law 2, the Society shall have inter alia the following powers:-
3.1 to hold, purchase, or otherwise acquire, any property which is suitable for the Society’s activities.
3.2 to sell, or otherwise dispose of, all or any part of the property of the Society.
3.3 to enter into legal contracts relating to any of the Society’s activities.
3.4 to effect insurance of all kinds, which may include officers’ liability insurance.
3.5 to invest any funds which are not immediately required for the Society’s activities in such investments as may be considered appropriate, and to dispose of, and vary, such investments.
3.6 to take such steps as may be deemed appropriate for the purpose of raising funds for the Society’s activities.
3.7 to accept grants, donations and legacies of all kinds, and any reasonable conditions attaching to them.

Law 4 Membership

4.1 The categories of members and the annual subscriptions for which they shall respectively be liable shall be as set out in the Annex.
4.2 On their admission, members shall assent to the Laws of the Society, and shall be bound by these Laws so long as they remain members of the Society.

Law 5
Services provided by members to the Society

5.1 Where a member of the Society provides services to the Society then
(a) the maximum amount of any remuneration in respect of such services must be specified beforehand in a written agreement and must be reasonable;
(b) the Council must be satisfied that it would be in the interests of the Society to enter into such an arrangement.
5.2 Office-bearers and members of the Council of the Society may be paid any travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the Council, General Meetings, or meetings of committees, or otherwise in connection with the carrying out of their duties.

Law 6
Resignation and re-election of members

6.1 Notices of resignation shall be in writing and addressed to the Membership Secretary. From the date of resignation, a member shall lose all rights of membership. Notwithstanding resignation, all contributions and arrears of subscription at the time of resignation remain due to the Society, and the member shall return all books and other property belonging to the Society, borrowed by him/her, and shall make full compensation for the same if lost or damaged.
6.2 The Society may re-elect a member who has resigned, and who wishes to rejoin the Society.

Law 7
Expulsion of members

A member may be expelled from membership by way of a resolution passed by a simple majority vote at an Ordinary Meeting, providing the following procedures have been observed:-
(a) at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion;
(b) the member concerned shall be entitled to be heard, and/or represented at the Ordinary Meeting at which the resolution is proposed.

Law 8
Council and office-bearers

8.1 The affairs of the Society shall be conducted by an elected Council composed of the office-bearers and up to six ordinary members of the Council.
8.2 The Society shall have the following office-bearers: President, two Vice-Presidents, Secretary, Treasurer, Lectures Secretary, Excursions Secretary, Membership Secretary, Librarian and Archivist, two Scientific Editors, and Publications Sales Officer.
8.3 One or more Assistant Secretaries, with specified responsibilities, may be nominated as office-bearers by the Council, to assist the Secretary in the administration of the Society’s affairs in ways considered necessary by the Council.
8.4 Office-bearers shall be honorary and shall be entitled to remuneration from the Society’s funds only in the circumstances outlined in Law 5.

Law 9
Election of office-bearers and ordinary members of the Council

9.1 Ordinary members of the Council and all office-bearers shall be elected annually at the Annual General Meeting. The period between two consecutive Annual General Meetings shall be termed a "Year".
9.2 the office-bearers and ordinary members of the Council shall be elected from among the Ordinary Fellows, Family Fellows, Senior Fellows, Life Fellows and Distinguished Fellows.
9.3 (a) The President shall be elected to serve for two consecutive years from the date of the Annual General Meeting on which the election takes place; but shall not normally be eligible for re-election after the expiry of this term.
(b) The Society shall elect two Vice-Presidents, each of whom shall serve for two consecutive years from the date of the Annual General Meeting on which they were elected. To provide for continuity, they shall normally be elected in alternate years. After the expiry of his/her term of office, a Vice-President shall be eligible to be elected to any other office in the Society, including that of President.
9.4 The ordinary members of the Council shall hold office for not more than three consecutive years at a time, but shall otherwise be eligible for election to other offices.
9.5 All other office-bearers shall be elected for three years, but shall be eligible for re-election.
9.6 Vacancies arising in the Council or any office during the course of a Year may be filled by the Council for the remainder of such Year, and holders of such interim appointments shall in all cases be eligible for re-election.

Law 10
Duties of office-bearers

10.1 President
(a) The President shall lead the Society and shall ensure its adherence to the objectives stated in Law 2 of these Laws.
(b) The President shall be a member of the Council of the Society and of all committees of the Society.
(c) The President shall chair all meetings of the Council of the Society and shall have both a deliberative and a casting vote. In the absence of the President, one of the Vice-Presidents shall take the chair.
(d) In consultation with other members of the Council, the President shall identify suitable members of the Society to be nominated in due course for election as President.
(e) On demitting office, the President may remain on the Council in the position of Immediate Past President for up to two years.
10.2 Vice-Presidents
(a) In the absence of the President, one of the Vice-Presidents shall take the chair at meetings of the Council of the Society and shall have both a deliberative and a casting vote.
(b) Both Vice-Presidents shall be members of the Council of the Society and of all committees of the Society.
10.3 Secretary
(a) The Secretary shall record in the Society’s Minute Books the proceedings of all meetings of the Society and the Council, shall conduct the Society’s correspondence, and shall give intimation of all meetings.
(b) The Secretary shall be a member of all committees of the Society.
10.4 Treasurer and Independent Examiner
(a) The Treasurer shall receive and pay all moneys for the Society, and shall render to the Society annually at the Annual General Meeting an account of his/her transactions, which shall be balanced as on the 30th September in each Session. The annual accounts shall be examined by a suitably qualified independent examiner.
(b) The Council shall approve the manner in which payments are made from the Society’s bank account, specifying the signatories and countersignatories of cheques and the limit for which more than one signature is required.
(c) The Treasurer shall be advised by the Finance Committee whose convener shall be appointed by the Council. The Treasurer shall be a member of the Finance Committee and of all other committees of the Society.
10.5 Assistant Secretaries
Assistant Secretaries shall assist the Secretary in whatever ways the Council considers necessary.
10.6 Lectures Secretary
The Lectures Secretary shall be responsible for arranging public lectures of the Society.
10.7 Excursions Secretary
The Excursions Secretary shall act as convenor of the Excursions Committee and shall be responsible for arranging excursions of the Society in terms of Law 13.
10.8 Membership Secretary
The Membership Secretary shall be responsible for the membership records and the Roll of the Society and shall intimate to the Council all applications for membership.
10.9 Librarian and Archivist
The Librarian and Archivist shall have custody of the Society's Library and of the Society’s Archive, so far as they are not in the keeping of the Librarian of the University of Edinburgh. He/she shall act as liaison officer between the Society and the Librarian of the University of Edinburgh during the time that the University has charge of the Society's Library and Archives.
10.10 Scientific Editors
The Scientific Editors shall be responsible, as members of the Editorial Board, jointly with representatives of the Geological Society of Glasgow, for the managing, editing and publication of the Scottish Journal of Geology in terms of the Minute of Agreement and the Publishing Agreement referred to in Law 14.1.
10.11 Publications Sales Officer
The Publications Sales Officer shall have custody of the stocks of publications of the Society, including unsold back numbers of the Scottish Journal of Geology and The Edinburgh Geologist, together with any other publications which the Council shall from time to time make available, and shall be responsible for their sale to members, to retail outlets and the book trade, and to the public.

Law 11
General functions of the Council

11.1 Members of the Council shall act as charity trustees, as defined in the Charities and Trustee Investment (Scotland) Act 2005, in having the general control and management of the administration of the Society.
11.2 While exercising their powers of investment of the Society’s funds, members of the Council shall consider the suitability of any proposed investments and the need for diversification of investments as may be appropriate to the Society’s circumstances, and shall obtain and consider proper advice about how investments should be chosen or varied.
11.3 The title to the Society’s property shall be held in the names of the President, Secretary and Treasurer of the Society for the time being, and their successors in office; but the Society’s investments may be held in a nominee account of its investment advisers. Any person in whose name the Society’s property is held shall act in accordance with the directions issued from time to time by the Council of the Society.
11.4 The Council may by majority resolution remove a Council member from office where the Council finds that serious or persistent breach of the duties of a charity trustee has been established.
11.5 The Council shall meet as often as the business of the Society requires. A Special Meeting of the Council shall be convened by the Secretary upon receipt of a written request signed by at least three members of the Council.
11.6 At all meetings of the Council seven shall form a quorum.
11.7 Committees of the Society
The Council shall appoint annually committees of the Society to deal with Finance, Planning, the Clough Memorial Fund, Excursions, Publications and Geoconservation; and may at its discretion appoint other committees to deal with such matters as the Council may refer to them. Committees so appointed shall be answerable to the Council for their activities. Geoconservation committees shall appoint their own office-bearers and hold their own bank accounts. Members of committees need not be members of the Council.
11.8 The Council shall ensure that the Society’s name and logo are not used by any other person or organisation, except with the Council’s written approval.

Law 12
Meetings of the Society

12.1 Ordinary Meetings
(a) Ordinary Meetings shall be held at such times as the Council may decide.
(b) The times, dates and places of Ordinary Meetings of each Session shall be communicated to members in advance of the first meeting of each Session by Billet which shall state the nature of the business to be transacted at each meeting and the titles of addresses or papers to be given.
12.2 Annual General Meeting
The Annual General Meeting of the Society shall normally be held on the third Wednesday in January each year. At this meeting reports on the Society’s activities shall be submitted by the respective office-bearers; the Treasurer shall render his/her audited accounts in accordance with Law 10.4(a); and officers of the Society shall be elected.
12.3 Special Meetings
The Council may at any time call a Special Meeting of the Society, and shall be bound to do so on receipt of the written request of at least ten members.
12.4 For any meeting of the Society of which notice has not been given in terms of paragraphs 12.1(b) or 12.2 of this Law, reasonable notice shall be given by the Secretary to all members of the Society by Billet stating the time, date and place of the meeting and the nature of the business to be transacted.
12.5 At all meetings of the Society twenty shall form a quorum.

Law 13
Excursions

The excursions of the Society shall be arranged by the Excursions Secretary as advised by the Excursions Committee. The dates and venues of the excursions of each Session shall be communicated to members by the Excursions Secretary a reasonable time before the first excursion of each Session.

Law 14
Publications of the Society

14.1 The Society shall support the publication of the Scottish Journal of Geology according to the Minute of Agreement between the Edinburgh Geological Society and the Geological Society of Glasgow, dated 8th October 1964; and the Publishing Agreement made between the Edinburgh Geological Society, the Geological Society of Glasgow and the Geological Society of London, dated 10th December 2008.

14.2 The Proceedings of the Society shall be published annually as part of the Society’s Annual Report.

14.3 The production and management of any other publications in the Society’s name shall be undertaken by persons appointed by the Council in accordance with terms of remit approved by the Council and stated to such persons at the time of their appointment.

Law 15
The Library of the Society

15.1 Purchases of books and periodicals for the Society’s library shall comply with any purchasing policies approved by the Council.
15.2 Subject to Law 15.1, purchases of books may be made at the Librarian's own discretion, within cash limits approved by the Council. Purchases in excess of such limits shall require the approval of the Council.
15.3 During the time that the Society's books are in the custody of the Librarian of the University of Edinburgh, members may borrow books from the Society's Library and from the University Library according to the regulations laid down by the University of Edinburgh for members of the staff of the University.

Law 16
Dissolution

16.1 If the Council of the Society resolves that the Society should be dissolved, it shall convene a General Meeting of the members; and not less than 21 days’ notice of the meeting, stating the terms of the proposed resolution, shall be given to all members.
16.2 If a resolution by the Council of the Society to dissolve the Society is approved by a two-thirds majority of those present and voting at the General Meeting, the Council shall have power to dispose of any assets held by or on behalf of the Society. Any assets remaining after satisfaction of the debts and liabilities of the Society shall be transferred to the Royal Society of Edinburgh.
16.3 On dissolution, no part of the income or property of the Society shall be paid or transferred, directly or indirectly, to any of its members.

Law 17
Alteration of Laws

17.1 These Laws may be altered by a resolution passed by a simple majority of Ordinary Fellows at a Special Meeting convened for that purpose. The terms of the resolution shall be circulated, and notice of the Special Meeting given to members, not less than fourteen days before the meeting is convened.
17.2 No alteration shall be made to Laws 3, 5, 16.2 or 16.3 if the effect would be that the Society would cease to be a charity.
This and the six preceding pages contain a correct copy of the present Constitution of the Edinburgh Geological Society, being the whole Laws of the said Society corrected to 2 November 2011.

Angus Macpherson, President
Angus Miller, Secretary
Bob Morley, Treasurer

Edinburgh, 2 November 2011

ANNEX – CATEGORIES OF MEMBERS AND ANNUAL SUBSCRIPTIONS PAYABLE

The members of the Society, and the annual subscriptions for which they shall respectively be liable, shall be in the following categories.
Ordinary Fellows, who shall be liable to pay the full annual subscription, and who shall enjoy all the rights of membership on its payment.
Family Fellows. Joint Fellowship is available to an Ordinary Fellow and one member of his/her family residing at the same address; who on being admitted shall be termed a Family Fellow. The annual subscription payable by Family Fellows shall be one half of the ordinary annual subscription, but they shall not be eligible to receive free copies of the Scottish Journal of Geology. Otherwise, Family Fellows shall enjoy all the rights of Ordinary Fellows.
Senior Fellows. Ordinary Fellows of more than one year’s membership who have attained the age of 60 may opt to become Senior Fellows on giving proof of their age to the Membership Secretary. The annual subscription payable by Senior Fellows shall be one half of the ordinary annual subscription, but they shall not be eligible to receive free copies of the Scottish Journal of Geology.
Life Fellows. An Ordinary Fellow, Family Fellow or Senior Fellow may at any time become a Life Fellow by compounding for all future annual subscriptions with a single payment of a composition fee of fifty times the ordinary annual subscription rate at the time of composition. The composition fee shall be reduced by one fiftieth for each ordinary annual subscription paid previously, and by one hundredth for each annual half subscription paid as a Senior Fellow or Family Fellow. Life Fellows shall enjoy all the rights of Ordinary Fellows.
Junior Associates. Persons under the age of 23 years at the beginning of the Session of their admission, or undertaking full-time education during the Session of their admission, may be admitted as Junior Associates. The annual subscription payable by Junior Associates shall be one fifth of the ordinary annual subscription. They shall not have any voice in the management of the Society’s affairs, nor receive free copies of the Scottish Journal of Geology. At the end of their current Session as Junior Associates, they may transfer to the category of Ordinary Fellows.
Glasgow Associates. Ordinary members of the Geological Society of Glasgow may be admitted as Glasgow Associates. The annual subscription payable by Glasgow Associates shall be one half of the ordinary annual subscription. They shall not have any voice in the management of the Society’s affairs, nor receive free copies of the Scottish Journal of Geology.
Honorary Fellows. The Society may elect persons as Honorary Fellows in recognition of merit or achievement in the science of geology or for service to the Society. The number of Honorary Fellows shall be limited to fifteen and they shall not be liable for the payment of any subscription.
Corresponding Fellows. The Society may elect as Corresponding Fellows persons of scientific merit or achievement resident outside the United Kingdom who by membership of the Society may be enabled or assisted to extend and foster links between the Society and the science of geology abroad. The number of Corresponding Fellows shall be limited to twenty and they shall not be liable for the payment of any subscription.
Distinguished Fellows. The Society may elect as a Distinguished Fellow any Fellow of the Society in recognition of exceptional service to the Society. The number of Distinguished Fellows shall be limited to ten and they shall not be liable for the payment of any subscription.
Honorary, Corresponding and Distinguished Fellows shall be elected by a majority of votes at any Ordinary Meeting of the Society on the recommendation of the Council of the Society, intimated at a previous Ordinary Meeting. On election, they shall each receive the Society’s Diploma; and during the period of their membership a copy of the Scottish Journal of Geology without charge. Honorary and Corresponding Fellows shall have no voice in the management of the Society’s affairs.
In the event of a member’s subscription remaining unpaid for the period of six months from 1 October in each Session, the member defaulting shall, if the Council so determine, cease to be a member of the Society.