CFA

The Commonwealth Forestry Handbook 2001-2005

13. COMMONWEALTH FORESTRY ASSOCIATION CHARTER AND BYE-LAWS

The Royal Charter of 1 November 1921, as amended by Supplemental Charter of 28 November 1962, provides that the name of the Association shall be the Commonwealth Forestry Association.

The Charter and Bye-laws which follow incorporate amendments agreed at the Annual General Meeting on 5 May 1981 and which were submitted to the Privy Council for the granting of a further Supplemental Charter

CHARTER

1. The objects and powers of the Association were prescribed as follows:*

(1) To promote for the public benefit the practice of forestry both in the United Kingdom and throughout the world

(2) To advance education in the value of trees and forests for the conservation of wildlife, soil and water resources, amenity and recreation

(3) To promote research for efficient and sustained production of timber resources and into the inter-relationship between trees and site fertility both for Forestry and Agriculture, publishing the useful results of such research.

In furtherance of the above, which are hereby declared to be the principal objects of the Association, the Association may in particular:

(a) encourage the establishment and management of trees and forests as part of the overall wise and sensible use of land

(b) be a centre for the exchange and dissemination of information on all aspects of forestry and forest products or provide or promote or assist in the provision or promotion of other centres similarly engaged

(c) foster public interest in forestry, support, exchange views and cooperate with forestry and timber organisations and record and make known the results of such experience and research connected therewith

(d) prepare, product, publish and circulate books, pamphlets, treatises, documents and other publications, including the Commonwealth Forestry Review

(e) organise conferences, lectures, meetings and discussions

(f) establish scholarships, bursaries, educational course and prize funds

(g) raise funds in support of the objects and receive and accept contributions by way of subscription, donation and otherwise; provided that the Association shall not undertake any permanent trading activities concerned solely with fund-raising

(h) purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which shall be thought necessary and construct, maintain and alter any buildings or erections necessary or convenient for the work of the Association

*The objects and powers given above differ slightly from those embodied in the resolution approved at the AGM 1981 for submission to the Privy Council; these are now as revised by the Charity Commission so that our charitable status can be retained without question

(i) subject to such consents as shall be required by law from time to time, sell, let mortgage, dispose of or turn to account all or any of the funds and property of the Association

(j) undertake and execute any charitable trusts which may lawfully be undertaken by the Association and may advance its purposes

(k) subject to such consents as shall be required by law from time to time borrow or raise money for the purposes of the Association on such terms and on such security as shall be thought fit

(l) make grants and loans at reduced rates of interest or otherwise assist other charitable organisations

(m) do all such other things as shall be necessary for the furtherance and attainment of the said principal objects.

The Charter further provides that:

1. The Patron is Her Majesty the Queen, her Heirs and Successors.

2. There shall be a Governing Council.

3. Now obsolete.

4. Now obsolete.

5. Now obsolete.

6. The Governing Council or the majority of those members thereof actually present and voting at any duly convened meeting shall have power from time to time to make such Bye-laws of the Association as to them shall seem requisite and convenient for the regulation and advantage of the Association its members and property and for the furtherance of the objects of the Association and from time to time to revoke alter or amend any Bye-law or Bye-laws therefore made. Provided that no such Bye-law revocation alteration or amendment shall take effect until the same has been submitted to and approved by a General Meeting of the Association with respect to which notice has been given that such Bye-laws revocation alteration or amendment will be taken into consideration thereat and have been allowed by the Lords of Our said Council of which allowance a Certificate under the hand of the Clerk of Our Privy Council shall be conclusive evidence.

7. The Governing Council shall subject as aforesaid be composed as follows:

(a) The Chairman and Vice Chairman to be elected annually by the Governing Council.

(b) individual members and Nominees of Affiliated Members not exceeding forty five in number who shall represent such parts of the Commonwealth and in such numbers as the Association in General Meeting shall from time to time determine. For exceptional reasons a member may be elected to the Governing Council to represent an international organisation or a country outside the Commonwealth. The Bye-laws shall prescribe the mode of nomination of candidates for election to the Government Council and the time of and any other matters relating to the elections including the first election and mode of filling casual vacancies in the Governing Council.

8. The Bye-laws shall regulate the meetings of the Governing Council and prescribe the number of Members of the Governing Council required to be present and acting thereat and the adjournment thereof and the appointment of committees; and any other matters connected with the exercise and discharge of the powers and duties of the Governing Council.

9. No Act of proceeding of the Governing Council shall be invalidated by any vacancy in the Governing council provided the number of members of the Governing Council be not reduced below one-half of the full number prescribed by Clause 7 thereof.

10. The Governing Council shall have the management and superintendence of the affairs of the Association and shall for the purpose of carrying out this duty appoint an Executive Committee not exceeding the number allowed by the Bye-laws from the time being from among its own members. The Executive Committee thus constituted shall be responsible to the Governing Council.

11. Subject to the provisions of the Bye-laws the Governing Council may also constitute such special Committees of members and/or others for such specified purposes as may seem to it fit.

12. Subject to the Bye-laws and to the general direction of the Governing Council the Executive Committee shall appoint and may remove and shall determine the duties, salaries and remuneration of the Secretary, Treasurer and other officers and servants of the Association, and shall determine the securities if any to be taken from any of them and may fix the remuneration of the persons referred to in sub-clause 13 herefor and may make such arrangements an enter into such agreements with them as the Executive Committee, subject to the general control of the Governing Council and to the provisions of the Bye-laws, think fit.

13. The Governing Council may apply the funds of the Association in acquiring renting and fitting up of any suitable buildings for the use of the Association, and for other purposes connected with the objects of the Association including the publication of such reports, bulletins or journals as may be for the furtherance of the objects of the Association.

14. The Governing Council may apply the funds of the Association in payment for the services of any Accountant, Solicitor, Parliamentary Agent, Barrister-at-Law, Editor or for other expert or special services in the discretion of the Governing Council required from time to time.

15. The Governing Council may at meetings at which (subject to any provision of the Bye-laws) seven members at least of the Council are present and acting exercise all powers of the Association except as regards such matters as are by this Our Charter required to be transacted by or at a General Meeting.

16. The Executive Committee may, subject to the general control or special direction of the Governing council, exercise (subject to any provision in the Bye-laws) all or any of the powers of the Association conferred by this Our Charter upon the Governing Council.

17. The exercise of all powers exercisable by the Governing Council and the Executive Committee of the Governing Council shall be subject to the control of General Meetings of the Association (to be exercised by Resolution of a majority of the members present and entitled to vote) but so that any act done by the Governing council or the Executive Committee of the Governing council before any resolution of a General Meeting shall not be invalidated by any such resolution.

18. There shall be a President and Vice Presidents of the Association.

19. Now obsolete.

20. There shall be a Chairman and Vice-Chairman of the Governing Council.

21. Now obsolete.

22. The Chairman and Vice-Chairman of the Governing Council shall be elected by the Governing Council. The Chairman and Vice-Chairman of the Governing Council shall also be Chairman and Vice-Chairman respectively of the Executive Committee.

23. A Vacancy in the office of the President or in the office of Chairman or Vice-Chairman of the Governing Council shall be filled by the Governing council, but temporary or casual vacancies shall be filled by the Executive Committee.

24. Now obsolete.

25. Subject to any express provisions in this Our charter the Bye-laws shall prescribe, the qualification of the Vice-Presidents and the mode of election or appointment of the President and Vice-Presidents of the Association and of the Chairman and Vice-Chairman of the Governing Council and of the Chairman of the Executive Committee, and their respective tenures of office.

26. The number of members of the Association shall be unlimited, the classes of Membership and the rates of subscriptions payable by members shall be as prescribed in the Bye-laws.

27. Subject to the express provision of this Our Charter, the appointment of officers of the Association, their powers and responsibilities, the method according to which they shall transact the business of the Association, and all other matters connected with the Association shall be regulated by the Bye-laws.

28. There shall be at least one General Meeting of the Association held in each year, and subject to the provisions of the Bye-laws, a General Meeting may be summoned at any time upon a requisition signed by Fulll Members, as provided by the Bye-laws.

29. The Governing Council shall meet at such times as may be provided for by the Bye-laws.

30. The Association is hereby further specifically authorised and empowered for the purpose of this Our Charter from time to time:

(a) To purchase, take on lease or in exchange, hire or otherwise acquire for any of the purposes of the Association any real or personal property and any rights, of or incident thereto.

(b) To alter, improve, extend, add to, rebuild, replace or repair any buildings, works, machinery, or other property necessary or desirable for the purposes of the Association.

(c) To demise, sell or otherwise dispose of, all or any potion of any property, real or personal, acquired, purchased, taken on lease, built or erected as may from time to time be deemed desirable, or to sell or dispose of all or any part of the undertaking of the Association for such consideration as the Association may think fit.

(d) To borrow or raise in such manner as the Association shall think fit and at such rate or rates of interest as may from time to time be deemed necessary for the purposes of the Association and in particular by the issue of Debentures or Debenture Stock perpetual or otherwise charged upon all or any part of the property of the Association both present and future and to secure the repayment of money borrowed, raised or owing by mortgage, charge or lien upon the whole or any part of the Association's property or assets whether present or future and also by a similar mortgage charge or lien to secure and guarantee the performance by the Association of any indemnity obligation or liability whatsoever it may undertake.

(e) To enter into any arrangements with any Governments or authorities, supreme, municipal or otherwise that may seem conducive to the Association's objects or any of them and to obtain from any such Government or authority any rights, privileges and concessions, Charters, Contracts and Decrees which the Association may think it desirable to obtain, and to carry out exercise and comply with any such arrangements, rights, privileges and concessions, Charters, Contracts and Decrees.

(f) To invest and deal with the moneys of the Association and immediately required upon such securities and in such manner as may from time to time be determined.

(g) To pay the costs, charges and expenses preliminary not incidental to the formation of the Association.

(h) To promote any legislation by Bill, Act or Ordinance or otherwise in any Parliament or Legislative Assembly in the British Commonwealth or elsewhere

(i) To sue and be sued in the Association's name as well as in Our Courts in the United Kingdom or elsewhere.

(k) To do all such things as are incidental or conducive to the attainment of the objects of the Association or any of them as herein set forth.

(l) The income and property of the Association, whencesoever derived, shall be applied only towards the promotion of the objects of the Association to be more particularly set forth in the Bye‑laws to be made by the Association as empowered by this Our Charter; and no portion thereof shall be paid or transferred, directly or indirectly, by way of bonus dividend or otherwise howsoever by way of profit, to the Members of the Association. Provided that nothing herein shall prevent the payment, in good faith, of remuneration to any officers or servants of the Association, or to any Member of the Association, or other person, in return for any services rendered to the Association. Provided further that no Member of the Governing Council or Executive Committee of the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees, and that no remuneration shall be given by the Association to any Member of such Governing Council or Executive Committee except payment of out‑of‑pocket expenses and interest on money lent or rent for premises demised to the Association.

31. The Association may be dissolved by a Resolution to that effect passed by a three‑fourths majority of all the Members thereof present at such Meeting and entitled by this Our Charter to vote at General Meetings of the Association. Such Resolution shall resolve to surrender this Our Charter and shall appoint a person or persons jointly to wind up the affairs of the Association and such person or persons shall be called liquidator or liquidators of the Association and all the provisions of the Association and all the provisions of the Companies Acts for the time being in force shall apply so far as may be to the dissolution of the Association.

32. Every member of the Governing Council or Executive Committee, Manager, Secretary and other officer or servant of the Association shall be indemnified by the Association against and it shall be the duty of the Governing Council out of the funds of the Association to pay all costs, losses and expenses which any such Member, Manager, Secretary, Officer, or Servant may incur or become liable for by reason of any contract entered into or act or thing done by him as such Member, Manager, Secretary, Officer or Servant in any way in the discharge of his duties including travelling expenses. The amount for which such indemnity is provided shall immediately attach as a lien upon the property of the Association.

33. No Member of the Association shall be individually liable for the debts, contracts, engagements and liabilities of the Association, nor shall any Member incur liability beyond the amount of his subscription for the time being unpaid.

BYE‑LAWS

Section l ‑ Preliminary

1. These Bye‑laws made under the above‑mentioned Royal Charter and Supplemental Charters (in these Bye‑laws hereinafter referred to as "The Royal Charter") came into operation on the First day of January, 1982.

2. Words in these Bye‑laws have the same meaning as in the Royal Charter, and refer herein to "Members" "Governing Council", "Executive Committee", "Patron", "Presider "Vice‑Presidents", "Chairman", "Meetings", shall unless the contrary intention appear to be construed as having reference to Members, Governing Council, Executive Committee, Patron President, Vice‑Presidents, Chairman and Meetings of the Association as set forth in the Charter "Secretary" means the secretary of the Association appointed by the Governing Council from time to time or the person acting in that capacity or as assistant thereto by the direction of Governing Council.

"Treasurer" means the treasurer of the Association appointed by the Governing Council from time to time as the person acting in that capacity by the direction of the Governing Council.

Section II‑Membership

3. Candidates if qualified for membership shall be proposed by one Member and seconded another Member of the Association in writing in a prescribed form which shall be submitted through the Secretary to the Governing Council, and if the Governing Council consider t candidate so proposed and seconded to be a fit and proper person for membership he may elected by the Governing Council.

4. (a) If any candidate fail to secure election in manner aforesaid he shall not be again proposed or become eligible for election save with the consent of the Governing Council, in whom the power to elect Members is hereby vested exclusively.

(b) The classes of membership set out in Article 26 of the Charter shall be re‑defined follows:

(i) Ordinary Members being those who after election to membership in accordance with the provisions of the Bye‑laws subscribe annually the sum shown in Bye‑law 4(h).

(ii) Life Members being those who after election to membership in accordance with t] provision of the Bye‑laws shall have subscribed the appropriate sum shown in Bye‑law 4(h)

(iii) Corporate (formerly "Affiliated") members being such Registered or Incorporated Companies, Corporations, Commercial Firms or other bona fide organisations as after election to membership accordance with the provisions of the Bye‑Laws subscribe annually not less than the amounts determined by the Governing council at an AGM under Bye‑law 4(h).

(iv) Associate Members being students who after election to membership in accordance with the provision of the Bye‑laws subscribe annually the sum shown in Bye‑law 4(h).

(v) Honorary Members and Fellows being those who in the discretion of the Governing Council may be found desirable for the promotion of the several objects of the Association and be duly elected by the Governing Council.

(c) The Governing Council may require Associate Members to satisfy the Council in such manner and at such intervals as the Council may determine that they continue to be eligible to l Associate Members.

(d) Associate Members who cease to be students and/or whose salaries increase to more than ,600, may transfer to Ordinary Membership on payment of the annual subscription of Ordinary Members without further process of election.

(e) Now obsolete.

(f) Notwithstanding anything in Article 26 of the Charter Associate Members shall enjoy the full rights and privileges of membership.

(g) Notwithstanding any Article of the Charter, Fellows of the Association shall be permitted to use the initials "FCFA" after his or her name to denote fellowship of the Association.

(h) The Subscription shall be as determined from time to time at an annual Genral Meeting and published in the International Forestry Review and/or Commonwealth Forestry News immediately following the AGM.

The Subscriptions prescribed above may be varied by a Resolution of the Governing Council approved by the Association in General Meeting and such variations may be by way of reduction, increase, commutation or waiver, provided that in the case of an increase not less than three calendar months shall elapse between the General Meeting approving the Resolution and the beginning of the year in respect of which the increased subscriptions become due.

CESSATION OF MEMBERSHIP

5. A Member may withdraw from the Association at any time by giving written notice to the Secretary in that behalf.

6. Upon the withdrawal or death of a Member his name shall be removed from the Register of Members without any refund of donation or subscription.

7. If a member has not paid his subscription by June in the year in which it becomes due to headquarters, or to a Local Honorary Secretary, the Commonwealth Forestry Review will be withheld until the subscription is paid. If unpaid after two years his name will be removed from the list of members.

8. The Association in General Meeting, by the vote of the majority of the Members present and entitled to vote, or the Governing Council by the vote of two‑thirds of its Members shall, in the exercise of its discretion be entitled to remove a Member, whether a Life Member or not, from the Register of Members and thereupon he shall cease to be a Member.

9. Unless and until otherwise determined by the Association in General Meeting, the first annual or other subscription shall become due and be paid immediately upon election, and all subsequent annual subscriptions shall become due and be paid during the month of January in each succeeding year. Members shall be liable for the full amount of the subscription in respect of the year in which they are elected irrespective of the date of such election, subject however to the proviso that where the election of a new Member shall have taken place on or after the 1st day of November in any year, the Governing Council shall have power to waive the subscription for the current year.

Section III-The Governing Body, Its Officers and Members

10. Subject to the provisions of the Charter, the Patron, the President and Vice‑Presidents of the Association, the Chairman and Vice‑Chairman of the Governing Council, and the Chairman and Vice‑Chairman of the Executive Committee shall be nominated and appointed or elected by the Governing Council and shall hold such position or office for such periods as the Governing Council shall determine and upon such conditions and with such powers and responsibilities as the Governing Council shall from time to time determine but so that no person shall be eligible for any such position or office (other than that of the Patron) unless such person shall be a member of the Association.

11. The Governing Council may, at their option, appoint one or more Members to fill vacancies in their body occurring between two Annual General Meetings. A Member so appointed shall hold office for the remainder of the term for which his predecessor was elected or nominated.

12. On the death or absence of the Chairman, the Governing Council shall elect a Member of the Governing Council to act as Chairman.

13. Deleted.

14. A Member of the Governing Council may at any time resign office upon giving notice in writing to the Secretary of his intention to do so, and such resignation shall take effect upon such notice being so given.

ROTATION OF MEMBERS OF GOVERNING COUNCIL

15. At the General Meeting in every year one‑third of the Members of the Governing Council, for the time being, or if their number is not a multiple of three then the number nearest to but not exceeding one‑third, shall retire from office. A member of the Governing Council retiring at a Meeting shall retain office until the close or adjournment of the meeting.

16. The Members of the Governing Council to retire in every year shall be those who have be~ longest in office since their last election, but as between persons who became Members thereof the same day those to retire shall be selected from among them by lot.

17. A retiring Member of the Governing Council shall be eligible for re‑election.

18. The Association at the Meeting at which Members of the Governing Council retire manner aforesaid may fill up all offices vacated by retirement or otherwise by electing persons thereto, and the Chairman and Members of the Governing Council in office at the conclusion such Meeting may fill up all vacancies not so supplied at that Meeting.

19. No person other than a Member of the Governing Council retiring at a Meeting shall, unless recommended by the Governing Council for election, be eligible for election as a member of the Governing Council at any General Meeting, unless not less than 14 clear days before the date appointed for the Meeting there shall have been given to the Secretary notice in writing by some Member duly qualified to be present and vote at the Meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to b proposed of his willingness to be elected.

20. The office of a Member of the Governing Council shall be vacated:

1. If he cease to be a member of the Association or be excluded or suspended for any period from membership.

2. If he become bankrupt, or suspend payment, or compound with or make an assignment or his property for the benefit of his creditors.

3. If incapable by reason of mental disorder or if he be convicted of a serious criminal offence.

4. If the country of which he is a subject ceases to be a member of the Commonwealth or if h ceased to be a subject of a Commonwealth country.

Section IV-PROCEEDINGS OF THE GOVERNING COUNCIL

21. Subject always to the provisions of the Charter:

(a) Meetings shall be held as often as may from time to time be fixed by the Chairman of the Governing Council, or, in his absence by the Vice‑Chairman.

(b) The Chairman or any two Members may call a Special Meeting at any time.

(c) Seven Members shall form a quorum, provided that at any time after the opening of the Meeting, the withdrawal of any one or more Members shall not invalidate any resolution passed in their absence.

(d) The Chairman, or in his absence, the Vice‑Chairman, or in his absence, any Member of the Council elected for that purpose, shall take the Chair.

(e) The method of voting shall be by show of hands.

(f) In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote.

(g) Seven clear days' Notice of every Meeting of the Governing Council shall ordinarily be given, specifying the place, day and hour of the Meeting, and the nature of the business to be transacted, provided always that the Chairman shall have power at any time at his discretion to convene a Meeting in case of urgency at not less than 24 hours' notice, and may adjourn the meeting from time to time.

(h) A Meeting of the Governing Council for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the Rules or Bye‑laws of the Association for the time being vested in or exercised by the Governing Council generally.

(i) All acts done by any Meeting of the Governing Council shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Governing Council or any of its Members or that they or any of them were disqualified or that notice of the Meeting was not duly given, be as valid as if every such person had been duly appointed and was qualified to be a Member of the Governing Council and notice of the Meeting had been duly given.

MINUTES

22. The Governing Council shall cause Minutes to be duly entered in books provided for the purpose:

(a) Of all appointments of Officers.

(b) Of the Names of the Members present at each Meeting of the Governing Council and of the Executive and other Committees.

(d) Of all resolutions and proceedings of General Meetings and of Meetings of the Governing Council and Committees.

And any such Minutes of any Meeting of the Governing Council or any such Committees, or of the Association, if purporting to be signed by the Chairman of such Meeting or by the Chairman of the next succeeding Meeting, shall be receivable as prima facie evidence of the matters stated in such Minutes.

Section V-POWERS OF THE GOVERNING COUNCIL

23. Subject always to the provisions of the Charter the administration, direction and management of the affairs of the Association shall be vested in the Governing Council, who, in addition to the powers and authorities expressly conferred upon them by these Bye‑laws, may exercise all such powers and do all such acts and things as may be exercisable or done by the Association and are not hereby expressly directed or required to be exercised or done by the Association in General Meeting.

24. Without prejudice to the general powers conferred by the last preceding clause, the Governing Council shall have the following powers, that is to say, power:

(i) To purchase, take on lease, or in exchange, or otherwise acquire for the Association any property, rights or privileges which the Association is authorised to acquire at such price and generally on such terms and conditions as they think fit; and in particular to purchase or take on lease or hire offices for the work of the Association at such place or places as they may think fit.

(ii) To take all necessary steps to promote the formation of Branches or Branch Committees in order to facilitate the administration of the affairs of the Association and generally to extend the membership of the Association in the Commonwealth or elsewhere.

(iii) To appoint from time to time a Secretary of the Association, to determine his powers and duties and to fix his salary or emoluments and pension (if any); and at their discretion to remove or suspend any such Secretary and to require such security from him (if any); as they may think fit.

(iv) To appoint a Treasurer and such Assistant Secretaries and other officers, clerks, agents and servants for permanent, temporary or special services in England and elsewhere as they may from time to time think fit, and to determine their powers and duties, and fix their salaries and emoluments (if any) and to require security in such instances and to such amount as they think fit and to suspend or dismiss any of them as occasion may require.

(v) To appoint any person or persons to accept and hold in trust for the Association any property belonging to the Association or in which it is interested or for any other purposes, and to execute and do all such deeds, documents and things as may be requisite in relation to any such trust, and to provide for the remuneration of such Trustee or Trustees.

(vi) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Association or its officers or otherwise concerning the affairs of the Association, and also to compound and allow time for payment or satisfaction of any debts and of any claims or demands by or against the Association.

(vii) To make and give receipts, releases and other discharges for money payable to the Association and for the claims and demands of the Association.

(viii) To invest, place on deposit and deal with any of the moneys of the Association not immediately required for the purpose thereof, upon such security and in such manner as they may think fit, and from time to time to vary or realise such investments.

(ix) To call for and examine, vouch, pass and adopt all accounts relating to moneys received and expended by or on behalf or by the direction of the Interim Executive Committee of t Commonwealth Forestry Association before the date of its Incorporation by Royal Charter.

(x) Subject to Clause 6 of the Charter, from time to time to make, vary and repeal regulations for the administration of the affairs of the Association, its officers and servants.

(xi) To issue, sign, draw, endorse, negotiate, transfer and assign all cheques, bills, drafts, promissory notes, securities and instruments, negotiable and non‑negotiable, and operate on the Association's banking accounts, to borrow money temporarily and to pay interest thereon.

(xii) To enter into all such negotiations and contracts and rescind and vary all such contracts a execute and do all such act deeds and things in the name and on behalf of the Association they may consider expedient.

(xiii) To pay all the costs and expenses of and incidental to any of the aforesaid matters an things.

(xiv) Generally to adopt such other means, both in the United Kingdom and elsewhere as they may think fit for carrying out the objects of the Association from time to time.

(xv) To determine how and by whom any such powers shall be executed, operations effected, documents signed or things done.

Section VI-THE EXECUTIVE COMMITTEE

25. In addition to the powers specified in the preceding Clause, the Governing Council shall have power to appoint a standing Executive Committee, consisting of such Members of their body not exceeding twelve in number as they think fit, and may delegate to such Executive Committee all or any of their powers particularly including the power to elect Members the Association

The Governing Council may also constitute special committees composed either wholly of Members of the Governing Council or partly of such Members and partly of others, whether Members of the Association or not, connected with or interested in literature, engineering, science, trade or commerce for such purposes and with such powers and authorities as the Governing Council may determine. Any Committee so formed shall conform to any regulations that from time to time may be imposed upon them by the Governing Council.

Section VII‑General

THE POWERS AND DUTIES OF THE CHAIRMAN

26. The powers and duties of the Chairman of the Governing Council shall be as follows:

(a) To preside in the absence of the President at all Meetings of the Association and at Meetings of the Governing Council, and regulate the proceedings at all such Meetings.

(b) To act as ex‑officio Member and, if present, to preside at Meetings of the Executive and other Committees, special or otherwise, appointed by the Governing Council, or the Association.

27. In the absence of the Chairman and Vice‑Chairman of the Governing Council from:

(a) A meeting of the Governing Council, Executive or other Committee, one of its members shall be chosen to act in the place of the Chairman.

(b) A meeting of the Association at which the President is also absent, the members present shall choose one of the Members of the Governing Council to act as Chairman.

SECRETARY

28. The powers and duties of the Secretary, unless and until otherwise defined, amended limited by the Governing Council, shall consist of and include the following:

(a) To keep the register of Members and to make all proper and necessary entries therein

(b) To conduct the correspondence of the Association and to sign all letters and papers emanating from the Association.

(c) To attend the Meetings of the Association and of the Governing Council and of the Executive and other Committees, and to take notes of the proceedings, and at the commencement of every Meeting to read aloud the Minutes of the previous Meeting.

(d) To enter or cause to be entered in the Minute Books all proceedings of the Association and of the Governing Council, and of the Executive and other Committees, before the following respective meetings, and to take due care that all letters, papers and documents of every kind connected with the business of the Association are properly filed and preserved.

(e) To exercise a general supervision over the servants and the affairs of the Association, and to assist in the carrying out of the Bye‑laws and Regulations and to assist in furthering the objects of the Association.

29. The Governing Council may from time to time determine that all or any of the powers and duties of the Secretary may be exercised and performed by one or more Assistant Secretary or Secretaries. The Governing Council may determine to appoint an Editor to edit such journals and publications of the Association as it may be deemed advisable to maintain, and to issue periodical publications of its proceedings in support of its objects, and it shall be the duty of the Secretary to give such assistance therein as lies in his power.

30. Unless and until otherwise determined by the Association in General Meeting, the Secretary and Assistant Secretaries (if any) need not be Members of the Association. No Secretary or Assistant Secretary shall be eligible to serve on the Governing Council.

31. All or any of the duties and powers of a Treasurer may be assigned to and thereupon shall be exercised by the Secretary, until such time as the Governing Council may at their discretion decide to appoint a Treasurer.

GENERAL MEETINGS

32. The General Meetings of the Association shall be:

(i) Annual General Meetings

(ii) Special General Meetings

33. The Annual General Meeting shall be held on such day at such hour and at such place as shall be fixed by the Governing Council.

34. The Chairman may, whenever he thinks fit, and the Secretary shall, on the requisition in writing of not less than five Members of the Governing Council of the Association or of not less than 50 Members of the Association forthwith proceed to convene a Special General Meeting of the Association; and in the case of such requisition the following provision shall have effect:

The requisition must state the objects of the Meeting and must be signed by the requisitionists and deposited at the office of the Association, and may consist of several documents in like form, each signed by one or more requisitionists.

35. Fourteen days' notice at least of every General Meeting specifying the place, day and hour of Meeting, and, in case of special business, the general nature of such business, shall be given to the Members either by advertisement or by notice sent by post or otherwise served as hereinafter provided.

36. The accidental omission to give any such notice to any of the Members shall not invalidate any resolution passed at any such Meetings.

PROCEEDINGS AT GENERAL MEETINGS

37. The business of the Annual General Meetings shall be to receive and consider the accounts, and if any, the reports of the Governing Council and of the Auditors, to elect Members of the Governing Council of the Association, Auditors and other officers in the place of those retiring and to transact any other business which under these Bye‑laws ought to be transacted at the Annual General Meeting. All other business and all business transacted at a Special General Meeting shall be deemed special.

38. The quorum for a General Meeting shall be Members personally present and entitled to vote not being less than 15 in number.

39. No business shall be transacted at any General Meeting unless the quorum requisite shall be present at the commencement of the business.

40. In the absence of the President, the Chairman of the Governing Council shall be entitled to take the Chair at any General Meeting. In the absence of the President and Chairman of the Governing Council, the Members present shall choose one of the Members of the Governing Council as Chairman of the Meeting; and if no Members of the Governing Council be present or all the Members of the Governing Council present decline to take the Chair, then the Member present shall choose one of their number to be Chairman of the Meeting.

41. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting, if convened upon such requisition as aforesaid, shall be dissolved, but in any other case shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned Meeting a quorum is not present, those Members who are present shall be a quorum and may transact the business for which the Meeting was called.

42. The following Rules shall be applicable to all General Meetings of the Association:

(a) All motions and amendments shall be proposed by one Member and seconded by another Member before they can be put to the Meeting. Amendments must be put in writing. Not more than one amendment to the original question shall be placed before the Meeting a one time except with the leave of the Chairman.

(b) No substantive motion can be brought forward by any one other than a Member of the Governing Council, unless notice in writing of intention to move such resolution and the purport thereof shall have been lodged with the Secretary ten clear days before the time fixed for the Meeting.

(c) No Member present, other than the mover, shall be entitled to speak more than once to each substantive motion, and to each amendment, except with the leave of the Chairman Provided that nothing in this rule shall be held to prevent any such Member from addressing the Chairman on a point of order. The mover of a substantive motion shall be entitled to address the Meeting in reply.

43. Every question submitted to a Meeting shall be decided by a show of hands, and in the case of an equality of votes the Chairman shall have a casting vote in addition to the vote to which he may have been entitled as a Member.

44. At any General Meeting, a declaration by the Chairman that a resolution has been carried or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book of the proceedings of the Association, shall be conclusive evidence of the~ fact, without proof of the number or proportion of the votes recorded in favour or against such resolution.

45. The Chairman of a General Meeting may, with the consent of the Meeting, adjourn the sam from time to time and from place to place, but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment tool place.

VOTES OF MEMBERS

46. At all General Meetings every Member (other than a Member appointed to any salaried office in the Association) present in person shall have one vote.

47. Unless and until otherwise determined by the Governing Council, votes shall be give personally and not by proxy, but at any time and from time to time the Governing Council ma frame and issue Regulations entitling Members not ordinarily residing in the United Kingdom, otherwise unable to attend Meetings, to record their votes by proxy (such proxy being a Member the Association) and to regulate and from time to time rescind or vary the procedure and prescribe the conditions of voting by proxy, and such Regulations shall have the force and effect regulations of the Association.

48. Any firm, company, corporation or association which is a Member of the Association in i firm or corporate name shall be entitled to one vote, which may be given by any person du authorised by such firm, company, corporation or association to act as its representative irrespective of whether such person shall be entitled to vote in his individual capacity or in a other capacity under these Bye‑laws.

REGISTER OF MEMBERS

49. The Association shall keep in one or more books a Register of its Members and enter therein the following particulars:

The names, addresses and occupations (if any) or descriptions of the Members, the date of the election of each Member, his classification and the date on which a Member ceased to be a Member.

50. The Association may publish a list of Members with such of the said particulars as, and when, and in such manner as the Governing Council may deem fit.

THE SEAL

51. The Governing Council shall provide for the safe custody of the Seal. The Seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Governing Council and in the presence of at least two Members thereof and of the Secretary or such other person as the Governing Council may appoint for the purpose. Every such instrument shall be signed by the two Members of the Governing Council and Secretary or other person as aforesaid in whose presence the Seal is affixed.

ACCOUNTS

52. The Governing Council shall cause necessary and proper accounts to be kept:

Of all moneys received and expended by, or on account of, the Association and the matter in respect of which such receipt and expenditure takes place, and

Of the assets, credits and liabilities of the Association.

53. The Books of Accounts shall be kept at the office of the Association, or at such other place or places as the Governing Council think fit and shall always be open to the inspection of all members of the Governing Council.

54. Once at least in every year the Governing Council shall lay before the Association in General Meeting proper accounts for the period since the preceding account or (in the case of the first account) since the Incorporation of the Association, made up to a date not more than 12 months before such Meeting.

55. Such accounts shall be accompanied, if the Governing Council so think fit, by a report of the Governing Council as to the state of the affairs of the Association.

56. A copy of the accounts and the report, if any, shall, seven days previous to the Meeting, be sent to the persons entitled to receive Notices of General Meetings in the manner in which notices are to be given hereunder, or at the discretion of the Governing Council the accounts and report if any, shall be laid on the table at meetings, without being circulated to Members.

57. The Governing Council shall appoint Auditors to audit the accounts annually.

58. The appointment and removal of Auditors shall be governed by the provisions (mutatis mutandis) of Section 112, of the Companies (Consolidation) Act 1908 or other relevant enactment substituted therefore for the time being in force.

NOTICES

59. A notice may be given by the Association to any Member either by advertisement or personally or by sending it by post to him to his registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.

60. Any notice required to be or which may be given by advertisement shall be sufficient if advertised once or more often in any London daily newspaper and shall be deemed to be duly given on the day on which the advertisement appears.

NATIONAL BRANCHES OR CHAPTERS OF THE ASSOCIATION

64. In furtherance of the principal objects of the Association as described in the Charter, and in particular in support of item (k) of the particular activities for the Association indicated therein and subject otherwise to the provisions of the Charter and these Byelaws, any country [and/or state or province within a federal nation] may set up a national branch or chapter(s) provided that a majority of the members concerned wish to do so. In summary the following rules are applicable:

65. The branch shall observe the laws of the country in which it is located and shall draw up a constitution and where needed will register with the appropriate authority in the country. Both constitution and registration shall be approved by the Governing Council.

66. The branch shall adopt the mission of the Commonwealth Forestry Association as a whole, but may add to it items of a specific national nature.

67. There shall be a National Committee consisting of a minimum of four members (the officers), a Chair, a Secretary/Treasurer, a Membership Secretary, and an editorial liaison member. There shall be no less than three and not more than ten elected members. The committee members shall be elected for a period of years in accordance with the local conditions. The liaison member shall provide information and papers to the Editor(s) for publication in the International Forestry Review or Commonwealth Forestry News as appropriate. The National Chair may, after due consultation with the members recommend the name(s) of potential members of Governing Council to the Chair of the Association for consideration for election at the next AGM of the full association.

68. A bank account shall be held in the name of the Commonwealth Forestry Association, [name of nation or state] Branch, with the Branch Chair, Secretary and Treasurer as signatories. The account shall be used for subscriptions paid and for receipts of donations and other income to the Branch. The Treasurer shall keep proper accounts of the National Branch's finances. Moneys raised by or on behalf of the Branch shall be applied to further the mission of the Association as a whole and may be remitted in whole or in part to the CFA Hon Treasurer annually, as agreed between the Governing Council and the Branch Chair. A statement of accounts for the previous year shall be presented at the annual general meeting of the Branch and sent to the CFA secretariat annually.

69. There shall be at least one meeting each year, including an Annual General Meeting, for the purpose of electing Officers to the Committee plus any other activity agreed by the members in accordance with the mission.. A quorum shall be five or more of the members of the national branch entitled to vote. All voting shall be by a simple majority of those present by show of hands. Minutes shall be kept by the Committee and the Secretary shall enter in them a record of all proceedings and resolutions. A copy of the minutes of the Branch Annual General Meeting shall be sent to the CFA Chair and to the secretariat not later than 31 January in the year following that in which the Branch's AGM took place.

70. Any recommendation for alteration to the constitution of the National Branch shall be first agreed at a Branch meeting at which at least two thirds of those members present assent, provided that not less than 28 days notice is given in writing to the members. The recommendation shall then go to the Governing Council for approval at the next full meeting of the Association.