Bye-laws of the British Academy

1. 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 and 5 February, 1998, 21 October, 2002 and 12 November 2008

2. Royal Charter dated 8 August 1902. Supplemental Charters were allowed by Her Majesty the Queen on 11 March 1960, 17 June, 1980, and 19 December, 2002 (supplemental to an Order of the Queen's Most Excellent Majesty in Council dated 22 October 2002).

This version of the Bye-Laws was approved by Council and AGM in June-July 2009, and has been submitted to the Privy Council.

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 judgement 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

3.1 The number of Fellows (other than Corresponding and Honorary Fellows) elected in any one year shall not exceed thirty-eight.

Emeritus Fellows

4.1 Any Fellow who indicates, at a time of his or her own choosing, after the age of 70, 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:-

5.1 to attend, unless reasonably prevented, all meetings of the Council (if a member) and all meetings of any Section or Committee of which he or she is a member;

5.2 to participate in any postal ballot under Bye-Law 37.3; and

5.3 when he or she cannot attend a Section meeting, to communicate to the Chairman his or her views on the principal items of business.

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 on 1 January in each year.

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 the age of 70 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 judgement 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 Not more than fifteen Corresponding Fellows may be elected in any one year.

Transfer from Corresponding Fellowship

9.1 The Council may, on the recommendation of a Section, nominate a Corresponding Fellow who has become habitually resident in the United Kingdom, the Isle of Man or the Channel Islands for election at an Annual General Meeting as a Fellow, and on such an election being made the person concerned shall cease to be a Corresponding Fellow and become a Fellow and subject to the provisions of these Bye-Laws accordingly.

9.2 Elections 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 Not more than two Honorary Fellows may be elected in any one year.

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 in the month of June or July in 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, and thereupon he or she will cease 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

President

13.1 At each Annual General Meeting a President shall be elected to hold office from the Annual General Meeting next following until the Annual General Meeting next after that.

13.2 A President 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.

Vice-Presidents

14.1 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.

14.2 In addition to the Vice-Presidents holding elected office, the President shall with the consent of the Council appoint two Vice-Presidents each year from among the fifteen Ordinary Members of the Council. A Vice-President so appointed who has held that office for two consecutive years shall be ineligible for appointment for the ensuing year.

14.3 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 Management Advisory Committee) to act as the President’s deputy. The nominated Vice-President shall have all the powers that the President would have if present.

14.4 If during his or her term of office any elected officer or an appointed Vice-President dies, resigns or, in the opinion of the Council, becomes incapacitated the Council (or in the case of an appointed Vice-President the President) may fill the office until the next Annual General Meeting, when an election or appointment shall be made for the ensuing year.

Treasurer

15.1 At each Annual General Meeting a Treasurer shall be elected to hold office from the Annual General Meeting next following until the Annual General Meeting next after that. The Treasurer shall bear the title of Vice-President for as long as he or she shall hold that office.

15.2 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.

15.3 A Treasurer who will have completed seven years in office shall not be nominated for election for the ensuing year unless the notice summoning the Annual General Meeting draws attention to the exceptional nature of the proposal.

Foreign Secretary

16.1 At each Annual General Meeting a Foreign Secretary shall be elected to hold office from the Annual General Meeting next following until the Annual General Meeting next after that. The Foreign Secretary shall bear the title of Vice-President for as long as he or she shall hold that office.

16.2 The Foreign Secretary shall chair the International Policy Committee and negotiate with foreign academies and other institutions for academic visits and exchanges and such other forms of international collaboration as may promote the objects of the Academy.

16.3 A Foreign Secretary who will have completed seven years in office shall not be nominated for election for the ensuing year unless the notice summoning the Annual General Meeting draws attention to the exceptional nature of the proposal.

Publications Secretary

17.1 At each Annual General Meeting a Publications Secretary shall be elected to hold office from the Annual General Meeting next following until the Annual General Meeting next after that. The Publications Secretary shall bear the title of Vice-President for as long as he or she shall hold that office.

17.2 The Publications Secretary shall chair the Publications Committee and, in conjunction with the Treasurer on financial questions, be responsible for controlling all matters appertaining to publication by, or with the authority of, the Academy.

17.3 A Publications Secretary who will have completed seven years in office shall not be nominated for election for the ensuing year unless the notice summoning the Annual General Meeting draws attention to the exceptional nature of the proposal.

Chairman of the Research Committee

18.1 At each Annual General Meeting, a Chairman of the Research Committee shall be elected to hold office from the Annual General Meeting next following until the Annual General Meeting next after that. The Chairman of the Research Committee shall bear the title of Vice-President for as long as he or she shall hold that office.

18.2 The Chairman of the Research Committee shall have overall responsibility for the conduct and development of the Academy’s research policy and programmes.

18.3 A Chairman of the Research Committee who will have completed seven years in office shall not be nominated for election for the ensuing year unless the notice summoning the Annual General Meeting draws attention to the exceptional nature of the proposal.

Chairman of the Committee for British Academy Sponsored Institutes and Societies

19.1 At each Annual General Meeting, a Chairman of the Committee for Academy-Sponsored Institutes and Societies (BASIS) shall be elected to hold office from the Annual General Meeting next following until the Annual General Meeting next after that. The Chairman of BASIS shall bear the title of Vice-President for as long as he or she shall hold that office.

19.2 The Chairman of BASIS shall be responsible for the distribution of funding to and overseeing the work and development of the institutions sponsored by the Academy, with particular regard to those activities supported from the Academy’s grant-in-aid.

19.3 A Chairman of BASIS who will have completed seven years in office shall not be nominated for election for the ensuing year unless the notice summoning the Annual General Meeting draws attention to the exceptional nature of the proposal.

Chairman of the Communications and Activities Committee

20.1 At each Annual General Meeting, a Chairman of the Communications and Activities Committee shall be elected to hold office from the Annual General Meeting next following until the Annual General Meeting next after that. The Chairman of the Communications and Activities Committee shall bear the title of Vice-President for as long as he or she shall hold that office.

20.2 The Chairman of the Communications and Activities Committee shall have overall responsibility for the Academy’s programmes of public meetings and lectures and for developing activities which will contribute to the public appreciation and understanding of scholarship and learning.

20.3 A Chairman of the Communications and Activities Committee who will have completed seven years in office shall not be nominated for election for the ensuing year unless the notice summoning the Annual General Meeting draws attention to the exceptional nature of the proposal.

Chief Executive and Secretary

21.1 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.

21.2 The Chief Executive and Secretary:-

21.2.1 shall, unless unavoidably prevented or dispensed by the President for good cause, attend all meetings of the Council and such other meetings of committees or other bodies of the Academy as the Council decides;

21.2.2 shall in conjunction with the Treasurer conduct and manage the Academy's business in accordance with the policies and procedures from time to time prescribed by the Council; and

21.2.3 may with the approval of the Council and the Treasurer engage staff to assist in the conduct and management of the Academy’s business.

Management Advisory Committee

22 The Officers shall constitute a Management Advisory Committee, chaired by the President, which will meet regularly and advise Council on the Academy’s strategic objectives and progress, and advise the Treasurer and Chief Executive and Secretary on the management of the Academy’s business and resources.

Policy Advisory Committee

23 The Officers, together with the chairs of the Groups, shall constitute a Policy Advisory Committee, chaired by the President, which will agree representations to external bodies in the name of the Academy, consulting within the Fellowship and with Council as appropriate.

Audit Committee

24 There shall be an Audit Committee, with members appointed by Council, whose members shall include members from outside the Fellowship. The Audit Committee will monitor the Academy’s financial statements, corporate governance, financial and risk management and related matters, oversee a programme of internal audit and advise Council on the appointment of external auditors and other relevant matters.

COUNCIL

Membership

25.1 The Council shall consist of the President, the Treasurer, the Foreign Secretary, the Publications Secretary, the Chairman of the Research Committee, the Chairman of BASIS, the Chairman of the Communications and Activities Committee, the Chairs of the Groups and fifteen Ordinary Members, who shall be Fellows.

25.2 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.

25.3 An Ordinary Member who has completed the term for which he or she was elected, or who has been appointed under Bye-Law 27.2, shall be ineligible for re-election as an Ordinary Member for the ensuing year.

25.4 Candidates for election as Ordinary Members shall be proposed in the manner prescribed for the elective officers by Bye-Law 14.1.

Vacancies

26.1 The Council may act notwithstanding any vacancy or vacancies in its body.

26.2 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

27 Except as provided by Bye-Law 39, five Members shall be a quorum at meetings of the Council.

Casting vote

28 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

29 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.

SECTIONS AND GROUPS

The Sections

30 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

31 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

32.1 Each Section shall meet every year in the autumn and again in the spring, at such times as the Council determines.

32.2 The Council shall summon additional meetings of any Section or Sections if the business of the Academy requires it.

32.3 Each Section shall at its spring meeting elect a Chairman who shall serve for the year following the next Annual General Meeting.

The Groups

33.1 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.

33.2 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

34 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

35.1 The Council shall not nominate a person for election as a Fellow or Corresponding Fellow unless:-

35.1.1 that person has been recommended to the Council either by a Section in accordance with Bye-Law 37 or by the Fellowship Standing Committee in accordance with Bye-Law 38, and the Council has considered any advice tendered by any Group established under Bye-Law 34.1; and

35.1.2 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.

35.2 In making any nominations for the election of Honorary Fellows the Council shall consider any recommendations for the purpose made by the Fellowship Standing Committee or by any Section.

Recommendation by Sections

36.1 The autumn meeting of each Section shall consider the claims of eligible persons whose work falls within its purview, taking into account evidence gathered for the purpose from within and without the Academy.

36.2 The said meeting:-

36.2.1 shall decide which, if any, of the persons proposed shall be further considered at the spring meeting of the Section; and

36.2.2 shall cause the certificate required by Bye-Law 36.1.2 for each such person to be duly completed and delivered to the Chief Executive and Secretary by the 1st February, or by such other date as may be determined by the Council in any year.

36.3 The Chief Executive and Secretary shall cause the names of each of these persons to be put to a postal ballot of all members of the Section before the spring meeting of the Section.

36.4 The spring meeting of the Section shall decide which, if any, of the persons whose names were subject to the ballot (and no others) to recommend to the relevant Group and in what order of preference.

36.5 In making the recommendation the result of the ballot shall be regarded as only one of the factors to be considered; but any recommendation made to the relevant Group shall include a statement of the votes cast in the ballot.

Fellowship and Structures Committee

37.1 There shall be a Fellowship and Structures Committee, with members appointed by Council.

37.2 The Fellowship and Structures Committee has the following responsibilities:

37.2.1 to review the representation within the Fellowship of the subjects that make up the humanities and social sciences, and to recommend to Council any structural changes

37.2.2 to monitor the process of election to the Fellowship, and to report to Council, together with any recommendations for change.

37.2.3 to consider the claims of persons whose work does not fall sufficiently within the purview of any one Section, and to make recommendations for election, directly to Council

Quorum for Nominations

38 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

39 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

40.1 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.

40.2 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

41.1 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 31^st March or such other date as the Council directs; and these accounts shall be audited by the Auditor or Auditors to the Academy.

41.2 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

42 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

43.1 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.

43.2 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

44 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.