Constitution 2016

This version of the rules follows amendments made at the Special Meeting of the Membership held on 16th November 2015 (examination of accounts) and AGM 21st February 2017 (Rule 16 solicitor composition of the management committee).

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

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

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.

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 working groups officer , a Treasurer,

and an Education, Events and Training Officer. [5 officers.] 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 working groups officer 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.

Other Officers

5 (a) The Education, events and training Officer shall organise and promote training lectures and seminars

in furtherance of the Objectives of the Group .

[(b) and (c) deleted]

(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 and working groups officer, Treasurer and Education, events and Training Officer, may delegate such responsibilities as are appropriate to any paid or volunteer

Administrator for the time being appointed by the Committee.

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

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 solicitors only (as defined in Rule 9.1 above) * elected at the Annual General Meeting each year to hold office until the termination of the next following Annual General Meeting. In addition to the elected solicitor officers there will be three elected non-officer solicitors. Any administrator or director of the Group, if not an elected committee member, will serve on the committee and may do so whether a solicitor or not. The elected management committee may co-opt one law student and one para-legal to serve on the committee and may assign if necessary vacant officer roles to such persons (excluding the offices of chair and vice-chair). A majority of the elected committee may remove a co-opted committee member on reasonable notice to the co-opted member and after an opportunity has been provided to the member concerned to address a committee meeting in person if so requested by the co-opted member.

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.

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. Four 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

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.

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).

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 shall form a quorum at any meeting of the Group.

A member's attendance will be deemed upon his or her voting intentions and authority being provided in writing including email in advance to another member. One member may act as proxy for more than one other member.

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 or in accordance with written proxies.

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 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.

Rules as amended on 16th November 2015