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PREFACE
TO THE RULES OF
THE SOLICITORS' INTERNATIONAL HUMAN RIGHTS GROUP
1 The GROUP intends to be an open organisation in which each member is free to
participate.
2 Being an organisation of solicitors and like minded individuals the GROUP will work on
the assumption that all members are competent to contribute to the cause of
promoting the OBJECTIVES of the GROUP as set out in the rules below.
3 Each member is encouraged to join working groups or otherwise participate in the
work of the GROUP and to freely communicate their own ideas to the COMMITTEE of
the GROUP or the working groups as appropriate.
Every organisation needs a minimum set of rules to function and the RULES set out below are
ADOPTED by the General Meeting of the Membership of the GROUP together with the three
principles set out above.
26th January 2005
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The Rules of the Solicitors' International Human Rights Group
1. Names and Objects
2. Officers
3. Membership
4. Management Committee
5. Trustees
6. Meetings of the Group
7. Dissolution of the Group
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Section 1 - Name and Objects
1. The name of the Group shall be 'The Solicitors' International Human Rights
Group' (the "Group".)
2. The objects on which the Group is formed (the "Objectives of the Group") are :-
(a). To promote knowledge and understanding of international human
rights law and standards ("human rights standards") within the
solicitors’ profession of England and Wales.
(b). To assist and encourage members of the profession to be
involved in the promotion and observance of international human
rights standards throughout the world.
(c). To promote access to justice and the observance of international
human rights standards by all appropriate means including:
(i) Study and research and reporting into human
rights standards and any subject relating to them.
(ii) Communications with any international, regional
or national governmental or non-governmental
organisation, any corporation or business or
any grouping or individual which may bear
responsibility for or possess influence over
the abuse or observance of international human
rights standards. ("Communications".)
(iii) Conducting missions around the world to
observe, monitor and report upon matters
relating to human rights including trials,
detention conditions, elections and the
exercise of civil and political rights, matters
falling with the jurisdiction of any national,
regional or international court including the
International Criminal Court, and the
protection of economic, social and cultural
rights etc. ("Missions").
(iv) Providing advice and support to members of the
legal professions in other jurisdictions in
their efforts to secure human rights within
their states or regions.
(v) Instruction and training in international human
rights standards for the legal profession in
the U.K. and abroad.
(vi) Any other activities which may be designed to promote
international human rights standards in the world.
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Section 2 - Officers
Officers of the Group
3. The Officers of the group shall be individual members of the Group and shall consist of a
Chair, a Vice-Chair, a Secretary and an Assistant Secretary, a Treasurer, a Press Officer,
an Education and Training Officer and a Missions Officer. Officers shall be elected at the
Annual General Meeting in each year and shall hold office for one year, retiring at the
termination of the Annual General Meeting in each year. All Officers of the Group shall be
eligible for re-election.
The Committee may at any time appoint a Committee member or other individual member to
any vacant office until the next following Annual General Meeting or to any other office that the
Committee sees fit.
Duties of Officers
The Secretary and Assistant-Secretary shall
4. (a) Maintain a Register of Members;
(b) Conduct the correspondence of the Group. Issue Communications in furtherance of the
Objectives of the Group as authorised by the Committee, or in times of urgency, with the
consent of the Chair or in his or her absence the Vice-Chair.
(c) Keep custody of all documents including by electronic storage as appropriate all relevant emails;
(d) Keep full minutes of all meetings of the Group, the Committee and sub-committees which
shall be confirmed and signed by the appropriate Chair upon the agreement of the Group, the
Committee or sub-committee at the next following meeting of the Group, the Committee or subcommittee;
(e) Administer such insurance policy or policies as may be needed fully to protect the interests of
the Group, its Officers and its members;
(f) Maintain any such certificates or registrations, and complete any such non-financial returns, as
may be required by law.
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Other Officers
5 (a) The Education and Training Officer shall organise and promote training lectures and seminars
in furtherance of the Objectives of the Group .
(b) The Press Officer shall promote the Group within and beyond the legal profession and shall
have responsiblity for the publication of a Group newsletter for circulation to the membership
and the maintenance of a web-site in the name of the Group.
(c) The Missions Officer shall identify missions in furtherance of the Objectives of the Group and
make recommendations to the Committee.
(d) An Editor (being an individual member of the Group and maybe an Officer of the Group) maybe
appointed by the Committee to edit the Group newsletter and if such an appointment is made the
Editor may attend all Committee or Sub-committee meetings but shall have no vote at any
meeting in his or her capacity as Editor.
6. The Treasurer shall:-
(a) Cause such books of account to be kept as are necessary to give a true and fair view of
the state of finances of the Group.
(b) Cause all returns as may be required by law in relation to such accounts to be rendered at
the due time.
(c) Prepare an Annual Balance Sheet as at [date] in each year and cause such Balance Sheet
(and accounts as necessary) to be audited at least once annually and shall thereafter cause
the same to circulated to the Group at least fourteen days before the date of the Annual
General Meeting.
7. The Secretary, Assistant Secretary, Treasurer, Education and Training Officer, Press Officer and
Missions Officer may delegate such responsibilities as are appropriate to any paid or volunteer
Administrator for the time being appointed by the Committee.
Examination of Accounts
[Original rule: 8. (a) The Accounts of the Group shall be examined by one or more independent examiners
suitably qualified who shall be approved for this purpose at the Annual General Meeting or failing which at an ordinary or
special General Meeting.
(b) The examiner[s] shall audit the accounts of the Group when called upon to do so and shall give such certificate of assurance
as to the accuracy of the said accounts as shall be required by law or by the committee;
(c) If the examiner[s] is [are]unwilling or unable to act the Committee shal lappoint a substitute [s]to hold office until the
termination of the next Annual General Meeting.]
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Rule 8 replaced at the January 2009 AGM by:
8. (a) The Accounts of the Group shall be examined by two examiners. One examiner shall be elected from the
membership (but not a management committee member) by the Annual General Meeting and the second (not being the
treasurer or any committee member carrying out administration of the Group) shall be appointed by the committee in the
same month.
(b) The examiners shall examine the accounts of the Group within two months of the Annual General Meeting for the
immediate past accounting year and shall give such certificate of assurance as to the accuracy of the said accounts as shall be
required by law or by the committee;
(c) If the examiners are unwilling or unable to act the Committee shall appoint substitutes to hold office until the
termination of the next Annual General Meeting."
Section 3 - Membership
9. Individual membership is open to the following categories of individual:
1. All practising or non-practising solicitors, retired solicitors
and trainee solicitors of England and Wales. ("Solicitors")
2. Any other individual with an interest in the practice of the law
and human rights. ("Non-solicitors")
In order to preserve the character of the Group the Committee may decline to accept new
applications from non-solicitors if the proportion of non-solicitors in the membership as a
whole were to exceed thirty per-cent.
3. Corporate membership is open to firms of solicitors or other solicitor practices
however organised, law centres, in-house legal departments, academic institutions
and non-governmental organisations etc.
Fees
10. Membership subscription fees will be decided on an annual basis by the Committee and
different rates may apply to trainees, students and other concessionaires. Corporate membership
fees may depend on the size of legal practice by reference to partner numbers or as otherwise
determined by the Committee.
Members' duty to provide an up to date address
11. Every member shall furnish the Secretary with an up-to-date postal address and, if available, email
address which shall be recorded in the Register of Members and any notice sent to such
address shall be deemed to have been duly delivered.
Application for membership
12. An application for membership shall be in the form from time to time prescribed by the
Committee, and shall include the name, address, e-mail address (if any) and occupation of the
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applicant.
The Committee may refuse an application for membership from any individual or for corporate
membership if it is evident to the Committee that the applicant would not be a suitable member
of the Group. Any such decision may only be made with the approval of not less than two-thirds
of the serving Committee. The decision to refuse an application for membership shall be reached
with reference to the compatibility of the applicant's past or present conduct or views with the
Objectives of the Group. A decision to refuse an application for membership shall be notified to
the membership and be subject to the approval of a General Meeting held within 28 days of the
Committee's decision.
Conduct of Members
13. Every member is deemed to have notice of, and impliedly undertakes to comply with the Group
Rules and Objects. Any refusal or neglect to do so, or any conduct which, in the opinion of the
Committee, is either unworthy of a member or otherwise injurious to the interests of the Group,
shall render a member liable to expulsion by the Committee.
Provided that, before expelling a member, the Committee shall call upon such member for a
written explanation of the member's conduct and shall give the member full opportunity of
making explanation to the Committee, or of resigning.
14. A Resolution to expel a member shall be carried by a special two-thirds majority vote by those
members of the Committee present and voting on the Resolution and be subect to the approval
of a General Meeting held within 28 days of the Committee's decision.
15. Membership of the Group and acceptance of these rules by the member will be deemed to
constitute consent to the holding of relevant personal data for the purposes of the Data Protection
Act 1984.
Section 4 - Management Committee
Constitution of Committee
16. The Management Committee ('the Committee') shall consist of the Officers and Administrator,
ex officio, and up to six individual members of the Group elected at the Annual General
Meeting each year to hold office until the termination of the next following Annual General
Meeting.
Election of committee by ballot
17. If the number of candidates for election is greater than the number of vacancies to be filled then
there shall be a ballot.
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No contest for election
18. If the number of candidates for election is equal to or less than the number of vacancies to be
filled then all candidates shall be deemed to be elected if two thirds of those present at the
Annual General Meeting, and entitled to vote, vote in favour of such election.
19. In the event of the ballot failing to determine the members of the Committee because of an
equality of votes the candidate or candidates to be elected from those having an equal number of
votes shall be determined by lot.
Casual vacancy
20. If, for any reason, a casual vacancy shall occur, the Committee may co-opt a member to fill such
a vacancy until the next following Annual General Meeting.
Committee Meetings
21. The Committee shall meet at least every two months making such arrangements as the
conduct, place of assembly and holding of such meetings as it may wish. The Chair or in his
absence the Vice- Chair or in their joint absence an officer elected by those present shall
preside.
22. Business between meetings may be transacted by e-mail on condition that each member of the
committee is sent all e-mails from each member relating to the business in hand and that the
Secretary maintains an electronic store of all such e-mails open for inspection by any member of
the committee on reasonable notice. On urgent matters between meetings requiring a Committee
decision the Chair and Secretary will determine the consensus of the Committee and
decisions so made that are reasonably capable of rescission are open to debate and vote at the
next meeting. The Committee shall decide who may represent the Group in any mission in
furtherance of the Objectives of the Group that is decided upon by the Committee
Voting at committee
23. Voting shall be by simple majority unless otherwise provided in the Rules.
Quorum
24. Five members personally present shall form a quorum at a meeting of the Committee. In the
event of continuing inquoracy the members of the Committee present may appoint additional
members to the Committee in order to convene a General Meeting.
Powers of the Committee
Management of Group by Committee
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25. The Committee shall manage the affairs of the Group according to the Rules and shall cause the
funds of the Group to be applied solely to the objects of the Group.
Appointment of Administrator
26. The Committee may appoint a paid or volunteer Administrator and other staff who will be
engaged for such hours and upon such terms as the Committee may decide.
Appointment of sub-committees, working groups and regional committees
27. The Committee may appoint such sub-committees, working groups and regional committees as it
may deem necessary and may delegate such of its powers as it may think fit upon such terms and
conditions as shall be deemed expedient and/or required by the law. Such sub-committees,
working groups and regional committees shall consist of such members of the Committee or of
the Group as the Committee may think fit. Officers of the Group shall be ex officio members of
all such sub-committees, working groups and regional committees.
Disclosure of interest to third parties
28. A member of the Committee, of a sub-committee, working group or regional committees or any
officer of the Group, in transacting business for the Group etc, shall disclose to third parties that
he or she is so acting.
Limitation of Member's authority
29. The Committee, or any person or sub-committee delegated by the Committee to act as agent for
the Group or its members, shall enter into contract only as far as expressly authorised, or
authorised by implication, by the Committee or the membership. No one shall, without the
express authority of the membership in General Meeting, pledge the credit of the membership.
Indemnification of Members of Committee
30. In pursuance of the authority vested in the Committee by members of the Group, members of the
Committee are entitled to be indemnified first out of the assets of the group, and only if these are
not sufficient, by the members (with a limit of one year’s subscription), against any liabilities
properly incurred by them or any one of them on behalf of the Group wherever the contract is of
a duly authorised nature or could be assumed to be of a duly authorised nature and entered
into on behalf of the Group.
31. The limit of any individual member's indemnity in this respect shall be a sum equal to one year's
subscription at the then current rate of that category of membership unless the committee
has been authorised to exceed such limit by a General Meeting of the Group.
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Section 5 - Trustees
Number of & terms of reference
32. The Committee shall have the power to appoint three Trustees of the Group who shall be
appointed if necessary by the Committee of the Group from among individual Members who are
willing to be so appointed. A Trustee shall hold office during his lifetime or until he shall
resign, by notice in writing given to the Committee, or until a resolution removing him or her
from office shall be passed at a meeting of the Committee by a majority comprising two-thirds of
the members present and entitled to vote.
Property of Group vested in Trustees
33. Any property of the Group, including land and investments, as decided by the Committee, may
be held by the Trustees for the time being, in their own names so far as it is necessary and
practicable, on trust for the use and benefit of the Group. In the event of the death, resignation,
or removal from office of a Trustee, the Committee shall nominate a new Trustee in his place,
and shall as soon as possible thereafter take all lawful and practicable steps to procure the
besting of all entrusted Group property into the names of the Trustees as constituted after such
nomination. For the purpose of giving effect to any such nomination, the Secretary for the
time being is hereby nominated as the person to appoint new Trustees of the Group within the
meaning of Section 36 of the Trustee Act 1925 and he shall by Deed duly appoint the person or
persons so nominated by the committee.
Powers of Trustees
34. The Trustees shall in all respects act, in regard to any property of the Group held by them, in
accordance with the directions of the Committee and shall have power to sell, lease, mortgage or
pledge any Group property so held for the purpose of raising or borrowing money for the
benefit of the Group in compliance with the Committee's directions (which shall be duly
recorded in the Minutes of the proceedings of the Committee) but no purchaser, lessee or
mortgage shall be concerned to enquire whether any such direction has been given.
Indemnity of Trustees from Group
35. The Trustees shall be effectually indemnified by the Committee out of the assets of the Group
from and against any liability, costs, expenses and payments whatsoever which may be properly
incurred or made by them in the exercise of their duties or relation to any property of the Group
vested in them, or in relation to any legal proceedings, or which otherwise relate directly or
indirectly to the performance of the functions of a Trustee of the Group.
Limitation of Liability of Group Trustees
36. (To be incorporated in every contract, lease, licence or other agreement entered into by the
Trustees of the Group).
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The liability of the Trustees for the performance of any contractual or other obligation
undertaken by them on behalf of the Group shall be limited to the assets of the Group.
Section 6 - Meetings of the Group
Annual General Meeting
37. Annual General Meetings of the Group shall be held at least once in each calendar year and not
more than fifteen months on a date to be fixed by the Committee. The Secretary shall at least
fourteen days before the date of such meeting or of any General Meeting as hereinafter
mentioned post or deliver or e-mail to each member notice thereof and of the business to be
brought forward thereat.
Business at Annual General Meeting
38. No business, except the passing of the Accounts and the election of the Officers, Committee,
Trustees and Honorary Auditors, and any business that the Committee may order to be
inserted in the notice convening the meeting shall be discussed at such meeting unless notice
thereof be given in writing by a member entitled to vote to the Secretary at least twenty-one days
before the date of the Annual General Meeting.
Special General Meeting
39. The Committee may at any time, upon giving twenty one days notice in writing, call a General
Meeting of the Group for any special business, the nature of which shall be stated in the
notice convening the meeting, and the discussion at such meeting shall be confined to
the business stated in the notice sent to members.
General Meeting upon request of members
40. The Committee shall similarly call a General Meeting upon a written request addressed to the
Secretary by at least one fifth of the members. The discussion at such meeting shall be
confined to the business stated in the notice sent to members.
Chair at Meetings
41. At every meeting of the Group the Chair or Vice-Chair of the Group or, in their absence,
a Chair elected by those present shall preside.
Quorum at Meetings
42. Twenty members or one fifth of the membership (whichever is the lower) entitled to vote and
personally present shall form a quorum at any meeting of the Group.
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Entitlement to vote at Meetings
43. All individual members have equal voting rights. A corporate member represented at the meeting
by a bona fide representative may have one vote cast on its behalf by the representative. Any
member with individual membership who also represents a corporate member may only
cast one vote in respect of either his or her individual membership or on behalf of the corporate
member he or she represents. The person chairing the meeting may require the representative of
a corporate member to provide written proof that he or she is duly authorised to act on behalf of
the corporate member.
Voting at Meetings
44. Voting shall be by simple majority unless otherwise provided in the Rules. Voting, except upon
the election of members of the Committee, shall be by show of hands.
Voting on Rule Change
45. On any resolution properly put to a meeting of the Group relating to the creation, repeal or
amendment of any Rule of the Group such Rule shall not be created, repealed or amended except
by a majority vote of at least two-thirds of those present and entitled to vote.
Section 7 - Dissolution of the Group
Dissolution of the Group
46. If, upon the winding up or dissolution of the Group, there remains after the satisfaction of all its
debts and liabilities any property whatsoever, the same shall not be paid to or distributed
amongst the members of the Group but shall be given or transferred to some other
institution having objects similar to the objects of the Group, such institution or institutions to be
determined by the members of the Group by Resolution passed at a General Meeting at or before
the time of the dissolution.
Final Rules as adopted at the First Annual General Meeting of 26/01/2005
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