The original Bye-Laws of the British Academy were allowed by the Lords of the Privy Council in an order dated 5 February, 1903. Amendments were allowed by subsequent orders dated 5 August, 1909, 1 November, 1912, 30 May, 1921, 4 November, 1921, 3 March, 1938, 13 November, 1939, 4 December, 1946, 27 March, 1952, 16 September, 1953, 24 February, 1958, 11 March, 1960, 10 October, 1961, 27 January, 1965, 31 January, 1973 and 3 September, 1974.
The Bye-Laws were revised and consolidated during 1976 and allowed by the Lords of Council on 21 June, 1976. Further amendments were allowed by orders dated 28 December, 1979, 12 May 1981, 2 July, 1981, 11 March, 1986, 30 January, 1989, 5 February, 1992, 22 December, 1992, 5 February, 1998, 21 October, 2002, 12 November 2008, 29 September 2009, 18 November 2010,1 October 2012 and 25 November 2014.
Fellows
Classes
1.1 The Fellowship of the Academy shall include Fellows, Corresponding Fellows and Honorary Fellows as may from time to time be elected in accordance with the Charter and these Bye-Laws, and those Fellows who have chosen to transfer to Emeritus Fellowship.
1.2 In what follows (unless specified to the contrary) ‘Fellow’ refers to a Fellow other than a Corresponding Fellow, Honorary Fellow or Emeritus Fellow.
Eligibility
2.1 A person may be elected a Fellow if he or she:-
2.1.1 has attained distinction in any of the branches of study which it is the object of the Academy to promote;
2.1.2 is, in the judgment of the Council, whose decision on the matter shall be final, habitually resident in the United Kingdom, the Isle of Man or the Channel Islands.
Numbers
3. The number of Fellows (other than Corresponding and Honorary Fellows) elected in any one year shall be subject to a limit agreed by a general meeting of Fellows on the recommendation of Council.
Emeritus Fellows
4. Any Fellow who indicates, at a time of his or her own choosing, after an age specified by Council, that he or she wishes to take no further active part in the work of the Academy, shall receive the title of ‘Emeritus Fellow’ and shall cease to be liable to the duties of Fellowship. Emeritus Fellows shall in other respects retain the rights and privileges of Fellowship.
Duties
5. It shall be the duty of a Fellow to comply with such requirements as are agreed by a general meeting of Fellows on the recommendation of Council.
Subscription
6.1 Each Fellow shall pay such annual subscription as may from time to time be determined by a general meeting of the Fellows of the Academy: provided that in special cases the Council may remit the annual subscription.
6.2 The annual subscription shall be due ona date agreed by Council.
6.3 A person shall not become a Fellow until he or she has paid the first subscription due from him or her under this Bye-Law.
6.4 If the annual subscription of a Fellow is in arrears for more than one year the Council may, if it does not receive a satisfactory explanation for non-payment, remove his or her name from the list of Fellows, and thereupon he or she will cease to be a Fellow subject to the power of the Council to reinstate him or her if thought fit.
6.5 Fellows who have reached an age agreed by the Fellows in general meeting on the recommendation of Council shall not be liable to pay any annual subscription but shall have all the rights and privileges of Fellows.
Gifts
7.1 The Academy shall make no dividend or gift to Fellows of any category; but this shall not prevent them from:-
7.1.1 receiving from the Academy lecture fees, prizes or research grants;
7.1.2 being appointed to research posts;
7.1.3 being reimbursed expenses incurred on Academy business; or
7.1.4 being remunerated in accordance with other provisions of these Bye-Laws.
7.2 Any Fellow who has an actual or potential conflict of interest in relation to any Academy business shall declare it and shall comply with Academy policies in relation to the business in question.
7.3 No Fellow shall participate in any decision to be made within the Academy relating to the nomination of lecturers, the award of prizes or medals, or the making of research appointments or research grants if he or she is a candidate or should reasonably anticipate that he or she may become a candidate.
Corresponding Fellows
8.1 A person may be elected a Corresponding Fellow if he or she:-
8.1.1 has attained high international standing in any of the branches of study which it is the object of the Academy to promote; and
8.1.2 is, in the judgment of the Council, whose decision on the matter shall be final, not habitually resident in the United Kingdom, the Isle of Man or the Channel Islands.
8.2 The number of Corresponding Fellows elected in any one year shall be subject to a limit agreed by a general meeting of Fellows on the recommendation of Council
Transfer from Corresponding Fellowship
9.1 The Council may, on the recommendation of a Section, agree to the request of a Corresponding Fellow who has become habitually resident in the United Kingdom, the Isle of Man or the Channel Islands to become a Fellow, and on such transfer being agreed the person concerned shall cease to be a Corresponding Fellow and become a Fellow and subject to the provisions of these Bye-Laws accordingly. In the event of the person concerned resuming habitual residency outside the UK, the Isle of Man or the Channel Islands, the Council may, on the recommendation of the Section, agree to the request of the Fellow to resume being a Corresponding Fellow. Transfer from Fellowship to Corresponding Fellowship is not otherwise available.
9.2 Transfers or resumptions under this Bye-Law shall not constitute elections for the purposes of Bye-Law 3.1 above.
Honorary Fellows
10.1 A person may be elected an Honorary Fellow if he or she has contributed signally to the promotion of the purposes for which the Academy was founded.
10.2 Honorary Fellows shall be either:-
10.2.1 persons of academic distinction in fields other than those specified within Article 2 of the Charter whose work has a bearing on the humanities or social sciences; or
10.2.2 leading figures or philanthropists who have themselves done distinguished work in the Academy’s field of interest or promoted or advanced the causes for which the Academy was founded.
10.3 The number of Honorary Fellows elected in any one year shall be subject to a limit agreed by a general meeting of Fellows on the recommendation of Council.
10.4 Without prejudice to his or her rights and privileges as a Fellow, every Fellow elected in accordance with the proviso to Article 6 of the Charter shall for all the purposes of these Bye-Laws be treated upon election as an Honorary Fellow and as being excepted from all provisions which relate to Fellows and not to Honorary Fellows.
General Meeting
11.1 A general meeting of the Fellows (called the Annual General Meeting) shall be held each year at a time fixed by the Council.
11.2 Other general meetings of the Fellows may be held as determined from time to time by the Council.
11.3 A general meeting shall also be called within three months of a request being made to the Chief Executive and Secretary in writing signed by a minimum of 50 Fellows drawn from at least three Sections.
11.4 At least twenty-one days before the date fixed for the general meetings of the Fellows the Council shall give or despatch by ordinary post (or where the Fellow has previously consented in writing to receive such communication in electronic form, then in electronic form) to each Fellow written notice of the time and place of the general meeting of the Fellows and of the business, including any resolution, to be transacted thereat: provided that no proceedings at any such meetings shall be invalidated by any accidental failure to comply with this requirement.
11.5 Corresponding, Honorary and Emeritus Fellows may attend a general meeting of the Fellows but shall not be entitled to vote thereat.
Expulsion
12.1 If the Council so recommends the Fellows at a general meeting may remove the name of a person from the list of Fellows (of any category) on the ground that he or she is not a fit and proper person to be a Fellow.
12.2 A Fellow liable to expulsion shall have the right to be heard before the Council and at the general meeting in his or her own defence.
Officers
13.1 The Officers of the Academy shall be the President, the Treasurer, and such other Vice-Presidents as may be agreed by a general meeting of Fellows on the recommendation of Council.
13.2 At each Annual General Meeting the Officers shall be elected to hold office from the Annual General Meeting next following until the Annual General Meeting next after that.
13.3 An Officer who will have completed four years in office shall not be nominated for the ensuing year unless the notice summoning the Annual General Meeting draws attention to the exceptional nature of the proposal.
13.4 The notice summoning the Annual General Meeting shall name the candidates proposed by the Council for election to each of the offices to be filled at the meeting: but any two Fellows may propose and second any other candidate provided that the Chief Executive and Secretary receives written notice of their intention and of the candidate’s consent at least seven days before the date fixed for the meeting.
13.5 In the absence of the President one of the Vice-Presidents shall be nominated by the President (or if the President is unable or unwilling to act in due time, by the Vice-Presidents) to act as the President’s deputy. The nominated Vice-President shall have all the powers that the President would have if present.
13.6 If during his or her term of office any Officer dies, resigns or, in the opinion of the Council, becomes incapacitated the Council may fill the office until the next Annual General Meeting, when an election shall be made for the ensuing year.
Treasurer
14 The Treasurer shall in conjunction with the Chief Executive and Secretary be responsible for all receipts and payments by or on behalf of the Academy, and shall have such assistance as the Council may from time to time approve: provided that any payment exceeding twenty thousand pounds or such sum as the Council may from time to time determine, whichever is less, shall be reported to the Council. The Treasurer shall bear the title of Vice-President for as long as he or she shall hold that office.
Chief Executive and Secretary
15.1 The Council may appoint any person (whether a Fellow or not) to be Chief Executive and Secretary for such period and on such terms as to remuneration and otherwise as the Council thinks fit.
15.2 The Chief Executive and Secretary shall have such duties and powers as may be agreed from time to time by the Council.
Council
Membership
16.1 The Council shall consist of the Officers and fifteen Ordinary Members, who shall be Fellows.
16.2 Five Ordinary Members shall be elected each year at the Annual General Meeting, and each such Member shall serve for a term of three years.
16.3 An Ordinary Member who has completed the term for which he or she was elected, or who has been appointed under Bye-Law 26.2, shall be ineligible for re-election as an Ordinary Member for the ensuing year.
16.4 Candidates for election as Ordinary Members shall be proposed in the manner prescribed for the Officers by Bye-Law 14.1.
Vacancies
17.1 The Council may act notwithstanding any vacancy or vacancies in its body.
17.2 The Council may fill casual vacancies in its body caused by resignation, death, incapacity or other just cause; and the person filling the vacancy shall serve for the remainder of the term of the Member whose place he or she fills.
Quorum
18. Except as provided by Bye-Law 41, five Members shall be a quorum at meetings of the Council.
Casting vote
19. If at a meeting of the Council the votes are equal the President shall have a second or casting vote.
Power to Transfer Funds in Furtherance of Objects
20. The Council shall have power to transfer funds to other institutions or authorities in furtherance of the objects of the Academy, as described in Article 2 of the Charter.
Committees
21.1 There shall be a Management Advisory Committee, an Audit Committee, a Fellowship and Structures Committee and such other Committees as Council sees fit to create from time to time.
21.2 The Management Advisory Committee shall comprise the Officers at the relevant time.
21.3 The membership of the Audit Committee, the Fellowship and Structures Committee and other Committees shall be appointed by the Council. The Audit Committee shall include expertise from outside the Fellowship.
21.4 The remit of the Management Advisory Committee, the Audit Committee and the Fellowship and Structures Committee shall be as agreed by the Fellows in a general meeting on the recommendation of Council.
21.5 The remit of any other Committee created by Council shall be determined by Council.
Sections and Groups
The Sections
22. There shall be Sections of the Academy which represent the different branches of study which it is the object of the Academy to promote; and the number of Sections and the purview of each shall be as from time to time determined by the Council.
Membership
23. Each Fellow shall be a member of at least one Section. Corresponding, Honorary and Emeritus Fellows shall not be members of any Section, but will be affiliated to a Section. Subject to these provisions the membership of each Section shall be as from time to time determined by the Council.
Meetings
24.1 Each Section shall meet twice every year, at such times as the Council determines.
24.2 The Council shall summon additional meetings of any Section or Sections if the business of the Academy requires it.
24.3 Each Section shall once a year elect a Chairman who shall serve for the year following the next Annual General Meeting.
The Groups
25.1 The Council may from time to time establish Groups which shall consist of representatives of particular Sections. The Groups shall meet at such intervals as the Council may from time to time direct for the purpose of advising the Council on the relative merits of the claims of those persons recommended by the Sections for election having particular regard to the desirability of ensuring that distinction in all branches of study which it is the object of the Academy to promote is fairly recognised, and to discharge such other functions as the Council may from time to time decide.
25.2 Nothing in this Bye-Law shall derogate from the functions of the Council or of the Fellows assembled in general meeting as provided in the following provisions of these Bye-Laws and in the provisions of the Charter.
Elections
Procedure
26. Election to the Fellowship (whether as Fellow, Corresponding or Honorary Fellow) shall be made only at a general meeting and only on the nomination of Council.
Nomination
27.1 The Council shall not nominate a person for election as a Fellow or Corresponding Fellow unless:-
27.1.1 that person has been recommended to the Council either by a Section in accordance with the Regulations made by Council in accordance with Bye-Law 40 or by the Fellowship and Structures Committee in accordance with Bye-Law 33, and the Council has considered any advice tendered by any Group established under Bye-Law 37.1; and
27.1.2 at least three but not more than six Fellows have signed a certificate stating that the signatories are, from their own knowledge of the person proposed or of his or her work, of opinion that he or she is a fit and proper person to be a Fellow of the Academy in accordance with Article 6 of the Charter.
27.2 In making any nominations for the election of Honorary Fellows the Council shall consider any recommendations for the purpose made by the Fellowship and Structures Committee or by any Section.
Recommendation by Sections
28 The process to be followed by Sections in making recommendations to Council for elections shall be as specified from time to time by Council in Regulations.
Quorum for Nominations
29. Every nomination for election as a Fellow, Corresponding or Honorary Fellow shall be agreed upon at a meeting of the Council at which at least one-half of its members are present.
Transactions
Delegation
30. The Council may revocably delegate to agents and other persons the discharge of such functions as it may specify on such terms as to remuneration and otherwise as the Council may from time to time determine.
Moneys
31.1 All moneys received by or on behalf of the Academy shall be paid into an account at a bank or banks approved by the Council.
31.2 The Treasurer, under the general direction of the Council, shall lay out any moneys not immediately required in the purchase of securities approved by law for the investment of trust moneys or of such other securities as the Council may from time to time approve.
Accounts
32.1 The Treasurer shall for each year cause to be prepared accounts of the income and expenditure and of the assets and liabilities of the Academy as at the 31st March or such other date as the Council directs; and these accounts shall be audited by the Auditor or Auditors to the Academy.
32.2 A copy of the audited accounts shall be sent to each Fellow before the Annual General Meeting and the audited accounts shall be submitted to that meeting for approval.
Auditors
33. Each Annual General Meeting shall appoint one or more persons, duly qualified in the terms of section 25 of the Companies Act 1989 or any subsequent legislation, to be Auditor or Auditors to the Academy and the Council shall be authorised to fix his, her or their remuneration.
Sealing
34.1 Except in case of urgency every deed or writing to which the Common Seal of the Academy is to be affixed shall be passed and sealed in Council.
34.2 In case of urgency between meetings of the Council any such deed or writing may be passed and sealed by the order and in the presence of the President or a Vice-President or the Treasurer together with another member of the Council and the Chief Executive and Secretary, and any such sealing shall be reported to the Council at the next meeting.
Indemnity
35 Officers and Fellows, Corresponding Fellows, Honorary Fellows and Emeritus Fellows of the British Academy shall be entitled to be indemnified out of the funds of the Academy for all liabilities incurred whilst acting reasonably and in good faith on the business of the Academy.