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ABA Articles of Association and Rules

ARTICLES OF ASSOCIATION AND RULES OF THE ANTIQUARIAN BOOKSELLERS’ ASSOCIATION (INTERNATIONAL)

INTERPRETATION

1. In these Articles and Rules:

"the Act" means the Companies Act 2006 including any statutory modification or re-enactment thereof for the time being in force

“Antiquarian Booksellers” are defined for the purposes of these Articles of Association and Rules as booksellers routinely and professionally engaged in purchasing, valuing, pricing and selling Antiquarian Books.

"the Articles" means these Articles of Association and Rules of the Association

“the Association” is the company intended to be regulated by these Articles and Rules

"clear days" in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect

"the Members of Council" means the Members of Council of the Association (and "Member of Council" has a corresponding meaning)

"executed" includes any mode of execution

"the Memorandum" means the Memorandum of Association of the Association

"office" means the registered office of the Association

“officers” means the duly elected President, Vice-President and Treasurer of the Association for the time being

“poll” means a secret vote taken at a General Meeting

"the seal" means the common seal of the Association if it has one

"secretary" means the Secretary of the Association or any other person appointed to perform the duties of the Secretary of the Association, including a joint, assistant or deputy secretary

"the United Kingdom" means Great Britain and Northern Ireland; and words importing the masculine gender only shall include the feminine gender.

Subject as aforesaid, words or expressions contained in these Articles and Rules shall, unless the context requires otherwise, bear the same meaning as in the Act

MEMBERS

2. The Members of Council may from time to time register an increase or decrease of Members

3. There shall be five classes of Members: Full Members, Associate Members, Employee Members, Retired Members and Honorary Members hereinafter called “The Members”. The rights and privileges of a Member of the Association are not transferable or transmissible and shall cease on death or such other termination of Membership as provided for in these Articles and Rules

Full Membership

4. Only professional Antiquarian Booksellers who have been trading in Antiquarian Books for a minimum of five consecutive years, or who have previously been Full Members, or who have been Associate Members for two years or more, shall be eligible for Full Membership. Membership will be registered in the name of the Member but for convenience, subject to the approval of Council, may appear in the Association’s publications under a business name.

Any change in a Full Member’s employment or circumstances which has a bearing on his or her membership, or in the ownership or constitution of a business, shall be immediately notified in writing to the Association. Within a period of thirteen weeks from the date of the notice, the Members of Council shall determine whether the Full Membership in question shall be ratified. Full Membership in this case shall automatically lapse unless and until such ratification is made and confirmed in writing by the Secretary

Associate Membership

5. Only professional Antiquarian Booksellers who have been trading in Antiquarian Books for a minimum of two consecutive years shall be eligible for Associate Membership. Membership will be registered in the name of the Member but for convenience, subject to the approval of Council, may appear in the Association’s publications under a business name.

Any change in an Associate Member’s employment or circumstances which has a bearing on his or her membership, or in the ownership or constitution of a business shall be immediately notified in writing to the Association. Within a period of thirteen weeks from the date of the notice, the Members of Council shall determine whether the Associate Membership in question shall be ratified. Associate Membership in this case shall automatically lapse unless and until such ratification is made and confirmed in writing by the Secretary

6. Antiquarian Booksellers whose business is based outside the United Kingdom in a country having its own national association affiliated to the International League of Antiquarian Booksellers are not eligible for Membership unless they are members of that national association

Retired Membership

7. Upon retirement from the business of dealing in Antiquarian Books, all Members of five years’ standing may retain Membership for life at a reduced subscription (“Retired Membership”), or ask to transfer to Associate Membership. A retired Full or Associate Member who resumes trading will be expected, subject to the formal approval of the Members of Council, to revert to the status of Full or Associate Member and shall immediately become liable for payment of the appropriate annual subscription

Honorary Membership

8. Honorary Membership may be granted by the Members of Council to any retiring or elderly Full Member deemed to have rendered exceptional service to the Association (“Honorary Membership”). Honorary Membership may also be granted to non-members who have in the opinion of the Members of Council rendered signal service to the Antiquarian Book trade. No more than two such Honorary Memberships may be granted in any one calendar year

Periodic Confirmation of Membership

9. Notwithstanding any of the foregoing, the Membership of each Member shall be subject to annual confirmation by the Members of Council. At a meeting or meetings of the Members of Council to be held during the three months preceding the 31st December in each year, the Members of Council shall consider the Membership of each Member. Membership shall in each case be confirmed unless and except a contrary vote of the Members of Council be carried by a majority of not less than three-quarters of those Members of Council present and voting (not including abstentions). For the purposes of this Article and Rule, meetings of the Members of Council shall consist of not less than ten Members of Council. A minimum of eight votes cast against confirmation shall be necessary for any such confirmation of Membership to be denied, but where confirmation is so denied the Membership in question shall cease on the 31st December next following the date of such meeting. The Members of Council shall not be required to give any reason for declining to confirm any Membership but shall forthwith notify in writing the Member in question of any such decision. Members failing to have their Membership confirmed shall not be eligible to re-apply for Membership until a twelve-month period has elapsed

New Members. Application Procedure

10. Applicants for Full or Associate Membership shall be proposed by one Full Member and seconded by one further Full or Associate Member. Proposers and seconders must complete, sign and send to the Secretary the official form of recommendation. Applicants must complete, sign and send to the Secretary the official form of application. If approved by the Members of Council, the names of applicants, together with the names of proposers and seconders, shall be published in the Newsletter and bulletins of the Association. Election to Membership shall be considered at a further meeting of the Members of Council. For the purposes of this Article and Rule, a meeting of the Members of Council shall consist of not less than nine Members of Council, of whom two-thirds of those present and voting (not including abstentions) shall constitute a majority. A minimum of six votes in favour shall be necessary for election

11. The Members of Council shall have the power to ask applicants for Membership to make themselves available for interview by Members of Council and to invite the proposer and seconder to attend

Entrance Fee and Subscription

12. No Member shall be admitted unless his or her application for Membership is approved in writing by the Secretary on behalf of the Members of Council. Such persons as are admitted to Membership shall be Members of the Association. Each new Full or Associate Member shall pay an entrance fee. The entrance fees and the annual subscriptions shall be such sums as the Members of Council may from time to time determine. The entrance fee shall be payable in full upon election and the annual subscription either in full, or in such proportion, or in such instalments as the Members of Council may determine. Thereafter the annual

subscription shall be payable either in full on the first day of January each year, or, with the addition of appropriate charges, in instalments over the year. Retired Members shall pay one tenth of the Full Membership subscription or, if they prefer, one final subscription for a full year at the current rate which shall be considered a lifetime subscription. No entrance fee or subscription shall be levied on Honorary Members

Directory, Newsletter and Website

13. Each prospective Member shall be supplied with a copy of the Memorandum of Association, Objects Articles and Rules, and Codes of the Association and shall agree to abide by these before being submitted for election. Each prospective Member must sign a document in due form to register that agreement and all such documents shall be retained by the Association. Every Member shall be subject to the provisions of these Articles and Rules in relation to his or her Membership and shall be deemed to have had knowledge thereof and to have consented thereto upon or prior to becoming a Member

14. A directory of Members and a Rule Book shall be published in such form as the Members of Council shall instruct, listing the personal and business names of all Members indicating the class of Membership held and the full text of the Memorandum of Association, Objects, Articles and Rules, and Codes of the Association (“The Directory” and “The Rule Book”). The Directory and Rule Book shall be revised and updated regularly as circumstances require. A regular Newsletter shall be published in such form as the Members of Council shall instruct and copies sent free of charge to each Member (“The Newsletter”). A website shall be maintained for the Association containing such information as may be decided from time to time by the Members of Council

Termination of Membership

15. The Members of Council may resolve that any member of the Association shall cease to be a Member of the Association and forthwith upon the passing of any such resolution the Members named therein shall cease to be a Member of the Association and his or her name shall be removed from the register of Members. For the purposes of this Article and Rule, meetings of the Members of Council shall consist of not less than ten Members of Council. Such a vote of the Members of Council shall be carried by a majority of not less than three-quarters of those Members of Council present and voting (not including abstentions), and a minimum of eight votes in favour shall be necessary for the Membership to be terminated

16. Any Member whose subscription payment (or instalment thereon) or any other dues, fees, charges or other sums legitimately levied by the Association shall become three months in arrears will be notified in writing by the Secretary. If payment in full is not made within twenty-eight clear days of the date of such notice, the Membership shall lapse. A record of such notification shall be passed to the confidential files of the Standards Committee

17. Should any Member be found to have made a material mis-statement in any application for election, or in any notification of a change in employment or circumstances having a bearing on Membership, or in any notification of change of ownership or constitution of a business, or to have failed to notify the Association of any such change, the Membership shall be terminated forthwith

18. If a Member die, or become incapable by reason of mental disorder of administering property or affairs, or be adjudged bankrupt, or cease to trade, or go into liquidation, Membership shall automatically lapse. Termination of Membership shall be at the discretion

of the Members of Council if a Member make any arrangement or composition with that Member’s creditors

Resignation

19. A Member may at any time by notice in writing to the Secretary resign his or her Membership and the name of a Member so resigning shall forthwith be removed from the Register of Members and he or she shall thereupon cease to be a Member of the Association but may be re-admitted to Membership. Resignation shall not exempt any Member from any current liability for any subscription (or instalment thereon) or any other dues, fees, charges or other sums legitimately levied by the Association. The Association shall also remove from the register of Members the name of any Member who shall die or whose Membership shall be terminated as provided for in these Articles and Rules

20. Upon cessation of Membership, whether it be by resignation, suspension, expulsion, bankruptcy or any other occurrence, the Member shall forfeit all rights in and all claims upon the property and funds of the Association, including the refund of any dues or subscriptions. The Members of Council reserve the right to exclude any former Members from any of the activities of the Association

Privileges

21. Use of Plaque and Badge

Full Members shall be entitled, upon payment of the appropriate fee (as from time to time determined by the Members of Council), to the loan and display on their premises of a plaque featuring the badge of the Association. The plaque shall remain at all times the property of the Association and must be surrendered and delivered to the Association immediately upon cessation of Membership, or upon retirement, or at any time during Membership if the Members of Council shall so direct. Full Members shall also be entitled to reproduce the badge on their catalogues, stationery and publicity material. However, Membership constitutes an acknowledgement that copyright of the badge is the property of the Association and upon cessation of Full Membership all written and printed matter, advertising or other materials reproducing the badge shall be destroyed or delivered up to the Association as it may direct, or in the absence of such direction the badge shall be wholly obliterated from all such matter

22. Recovery of Overdue Accounts

Upon request the Secretary will make application on behalf of Members for the payment of accounts of £100 and over which are not less than twelve months overdue. A commission of 10 per centum will be charged upon all accounts up to £250 in value, with a further 2.50 per centum upon any amount over £250

Conduct

23. Members are governed both by the Memorandum, Articles and Rules, and by the Code of Good Practice. A standing sub-committee to be known as the Standards Committee, operating under the disciplinary powers and procedures laid out in Annex A, shall have the duty of receiving, considering, investigating and responding to formal complaints made against Members. The Standards Committee shall likewise have the duties of arbitrating in any disputes between Members that are brought to its notice and of investigating any other allegations made against Members of behaviour detrimental to the Objects of the Association. The Standards Committee shall have the further duty of monitoring the Memorandum, Articles and Rules, Codes and guidelines of the Association and bringing forward to the Members of Council suggestions for alteration and improvement

THE OFFICERS: PRESIDENT, VICE-PRESIDENT AND TREASURER

24. The Officers of the Association shall be elected by the Members for a period of one year and announced at the Annual General Meeting as provided for by these Articles and Rules, and may be re-elected for further terms

25. Any Full Member who shall express willingness to serve if elected, shall be eligible to stand for election as an Officer of the Association. Candidates must be proposed by four Full Members. Nominations shall be sent to the Secretary at least twenty-eight clear days before the Annual General Meeting

26. Not less than twenty one clear days before the date appointed for holding the Annual General Meeting notice shall be given to all persons who are entitled to receive notice of the Meeting of any person who is recommended by the Members of Council or of whom notice has been duly given to the Association of the intention to propose him or her for election or re-election as an Officer. The notice shall give the particulars of that person which would, if he or she were so elected or re-elected, be required to be included in the Association’s register of Members of Council, and shall be accompanied by the requisite ballot papers if a postal ballot is to be held. The number of votes cast for each candidate shall be announced at the Annual General Meeting and published in the Newsletter and minutes

MEMBERS OF COUNCIL

27. The number of Members of Council shall be not more than thirteen

28. The Members of Council shall consist of firstly ex-officio members, being the current Officers of the Association, together with the immediate past President, and secondly by nine other Full Members who shall have been elected by Postal Ballot in accordance with these Articles and Rules

POWERS OF MEMBERS OF COUNCIL

29. Subject to the provisions of the Act, the Memorandum and these Articles and Rules and to any directions given by special resolution, the business of the Association shall be managed by the Members of Council who may exercise all of the powers of the Association. No alteration of the Memorandum or the Articles and Rules and no such direction shall invalidate any prior act of the Members of Council which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Members of Council by the Articles and Rules and a meeting of Members of Council at which a quorum is present may exercise all the powers exercisable by the Association

30. The Members of Council shall be empowered to make decisions, financial or otherwise, in all such matters not explicitly provided for in the Memorandum, Articles and Rules and Codes of the Association, with the provision that all such decisions shall not be inconsistent with the said Memorandum, Articles and Rules and Codes, and shall be expressly framed for the general benefit of members of the Antiquarian Book trade. The Members of Council are likewise empowered to make, rescind or vary all such Articles and Rules as they may deem necessary for the good governance of the Association, provided always that such revisions shall be compatible with the Objects of the Association and provided always that such revisions shall immediately be made known to Members and shall be formally proposed for adoption at the next Annual General Meeting. All such revisions made under this Article shall nonetheless be binding upon Members until repealed by the Members of Council or set aside at General Meeting or by Referendum. For the purposes of this Article a meeting of the

Members of Council shall consist of not less than nine members, of whom two-thirds of those present and voting (not including abstentions) shall constitute a majority. A minimum of six votes in favour of any proposal shall be necessary

31. The Members of Council may from time to time make such articles rules or bye-laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Association and for the purposes of prescribing classes of and conditions of Membership, and in particular but without prejudice to the generality of the foregoing, they may by such articles rules or bye laws regulate:

31.1. The admission and classification of Members of the Association and rights and privileges of such Members, and the conditions of Membership and the terms on which Members may resign or have their Membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members

31.2. Generally, all such matters as are commonly the subject matter of company rules

APPOINTMENT AND RETIREMENT OF MEMBERS OF COUNCIL

32. Subject to Articles 36 and 38 any Full Member who shall express willingness to serve if elected, shall be eligible to serve as a Member of Council. Candidates must be proposed by two Full Members. Nominations shall be sent to the Secretary at least twenty-eight clear days before the Annual General Meeting

33. Not less than twenty one clear days before the date appointed for holding the Annual General Meeting notice shall be given to all persons who are entitled to receive notice of the meeting of any person who is recommended by the Members of Council or of whom notice has been duly given to the Association of the intention to propose him or her election or re-election as a Member of Council. The notice shall give the particulars of that person which would, if he or she were so elected or re-elected, be required to be included in the Association’s register of Members of Council, and shall be accompanied by the requisite ballot papers if a postal ballot is to be held. The number of votes cast for each candidate shall be announced at the Annual General Meeting and published in the Newsletter and Minutes

34. One third of the nine elected Members of Council shall retire in rotation at each Annual General Meeting, but shall be eligible to stand for immediate re-election without the requirement of being proposed or seconded

35. Subject to the provisions of the Act, the Members of Council to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last re-elected Members of Council on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A Member of Council who is an unsuccessful candidate for election as an Officer may retain his or her position as a Member of Council until the normal requirement for retirement in rotation would apply

36. Only one representative of a business may serve as a Member of Council at any one time

37. A past President who remains a Member of the Association, after the expiry of his term as ex-officio Member of Council, will have the right to attend meetings of the Members of Council, but without a vote, or may offer himself for election to Council in the usual manner

38. The Members of Council may appoint a Member who is willing to act to be a Member of Council either to fill a vacancy or as an additional Member of Council provided that the appointment does not cause the number of Members of Council to exceed any number fixed by or in accordance with these Articles and Rules as the maximum number of Members of Council. A Member of Council so appointed shall hold office only until the next following Annual General Meeting but shall be eligible for election without nomination under Article 32. If not elected in due form, he or she shall vacate office at the next Annual General Meeting

DISQUALIFICATION AND REMOVAL OF MEMBERS OF COUNCIL

39. A Member of Council shall cease to hold office if he or she:

39.1. Ceases to be a Member of Council by virtue of any provision in the Act

39.2. Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs

39.3. Resigns his or her office by notice to the Association (but only if at least two Members of Council will remain in office when the notice of resignation is to take effect); or

39.4. Is absent without the permission of the Members of Council from all their meetings held within a period of six months and the Members of Council resolve that his or her office be vacated

40. Unless and until otherwise determined by the Association by ordinary resolution either generally or in any particular case no Member of Council shall vacate or be required to vacate his or her office as such on or by reason of his or her attaining or having attained the age of seventy or any other age and it shall not be necessary to give Members notice of the age of any Member of Council or person proposed to be re-elected or elected as such

PROCEEDINGS OF MEMBERS OF COUNCIL

41. Subject to the provisions of the Memorandum, Articles and Rules, the Members of

Council may regulate their proceedings as they think fit. A Member of Council may, and the Secretary at the request of a Member of Council shall, call a meeting of the Members of Council. It shall not be necessary to give notice of a meeting to a Member of Council who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes unless otherwise specified in these Articles and Rules

42. The Members of Council shall hold meetings when required to transact current business and to deal with the affairs of the Association. The Members of Council shall meet no less than six times in each calendar year, the interval between such meetings in no circumstances to exceed thirteen weeks. Six Members of Council shall form a quorum except where otherwise provided in these Articles and Rules. Each Member of Council present shall have one vote. In the case of a tied vote the President (or acting chairman) shall have a second and casting vote

43. The Members of Council may act notwithstanding any vacancies in their number, but, if the number of Members of Council is less than the number fixed as the quorum, the continuing Members of Council or Member of Council may act only for the purpose of filling vacancies or of calling a general meeting

44. The Members of Council may appoint one of their number to be the chairman of their meetings and this shall normally be the President or in his or her absence the Vice President.

Should neither be present within fifteen minutes after the time appointed for the meeting, the Members of Council present may appoint one of their number to be chairman of the meeting

45. The President may appoint one or more committees with chairmen or convenors as required for dealing with particular areas of the work of the Association. The President, or any other Members of Council authorised by the President, shall have power to form an emergency committee at any time to deal with matters of urgency. The President shall have the power to attend the meetings of any committee except those of the Standards Committee. All acts and decisions of any such committees shall be fully and promptly reported to the Members of Council

46. All acts performed by a meeting of Members of Council or of a committee of Members of Council and Members shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Member of Council or Member or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had been entitled to vote

47. Any bank account in which any part of the assets of the Association is deposited shall be operated by the Members of Council and shall indicate the name of the Association. Cheques with a value at or below one thousand pounds (£1,000) may be signed by such members of salaried staff and in such amounts as may be decided from time to time by the Members of Council. Cheques with a value over one thousand pounds must be signed by two persons drawn from the President, the Vice-President, Treasurer and the Secretary

GENERAL MEETINGS

48. In addition to any other meetings the Association shall hold an Annual General Meeting each year for the purpose of receiving the financial statement and the annual report, both of which shall have been circulated to all Members not less than twenty one clear days before the meeting; for the formal announcement of the election of the Officers and Members of Council; for the appointment of auditors and solicitors, and for the transaction of business.

The Annual General Meeting shall be called by not less than forty-two clear days’ notice and shall be specified as such in the notices calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Association and that of the next. The Annual General Meeting shall be held at such times and places as the Members of Council shall appoint

49. All general meetings other than Annual General Meetings shall be called extraordinary general meetings. The Members of Council may call such general meetings and, on the requisition of Members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient Members of Council to call a general meeting, any Member of Council may call a general meeting. Notwithstanding anything in the foregoing, if at least ten Full Members acting in concert demand an extraordinary general meeting, it shall be held. All such extraordinary general meetings shall be called by at least fourteen clear days’ notice

50. An Annual General Meeting shall be called, by not less than forty-two clear days notice, for the purpose of receiving the financial statement and the Annual Report, both of which shall have been circulated to all Members not less than twenty one clear days before the meeting; for the formal announcement of the election of the President, Vice-President, Treasurer and Members of Council; for the appointment of Accountants and Solicitors; and for

the transaction of business. All other general meetings shall be called by at least fourteen clear days’ notice

51. Notice of general meetings shall be given to all the Members, Members of Council and Accountants and shall specify the time and place of the meeting and the general nature of the business to be transacted. The notice shall further set out the right of Members to appoint proxies and the procedure for their appointment

52. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting

53. No business shall be transacted at any meeting unless a quorum is present. Twenty persons entitled to vote upon the business to be transacted, each being a Full Member, shall constitute a quorum. If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to such time and place as the chairman may determine, within 28 clear days of the meeting so adjourned

54. The President or in his absence the Vice-President, or some other Member of Council nominated by the Members of Council shall preside as chairman of the meeting, but if neither the chairman nor such other Member of Council (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Members of Council present shall elect one of their number to be chairman and, if there is only one Member of Council present and willing to act, he shall be chairman. If no Member of Council is willing to act as chairman or if no Member of Council is present within fifteen minutes after the time appointed for holding the meeting, the Full Members present and entitled to vote shall choose one of their number to be chairman

55. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had adjournment not taken place. When a meeting is adjourned, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted

56. A resolution put to the vote of a meeting shall be decided on a show of hands unless a Poll of those present or a Postal Ballot of the full Membership is duly demanded. Subject to the provisions of the Act, a Poll may be demanded by the chairman or by any Member having the right to vote. Subject to the provisions of the Act, a Postal Ballot may be demanded by the chairman or by a show of hands or by a Poll supported by one third of the Members having the right to vote

57. The demand for a Poll or a Postal Ballot may be withdrawn, before either is taken, but only with the consent of the chairman. The withdrawal of a demand for a Poll or Postal Ballot shall not invalidate the result of a show of hands declared before the demand for the Poll or Postal Ballot was made

58. A Poll shall be taken as the chairman directs and he shall appoint scrutineers and declare the result at the meeting. In the case of a Postal Ballot, the chairman shall fix a time and place for declaring the results. The results of the Poll or Postal Ballot shall be deemed to be the resolution of the meeting at which the Poll or Postal Ballot was demanded

59. In the case of an equality of votes, whether on a show of hands or on a Poll or a Postal Ballot, the chairman shall be entitled to a casting vote in addition to any other vote he may have

60. No Poll shall be demanded on the election of a chairman or on any question of adjournment. A Poll demanded on any other question shall be taken immediately. The demand for a Poll or a Postal Ballot shall not prevent continuance of a meeting for the transaction of any business other than the question on which the Poll or Postal Ballot is demanded. If a Poll or a Postal Ballot is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn the meeting shall continue as if the demand had not been made

61. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any such objection shall be referred to the chairman whose decision shall be final and conclusive

WRITTEN RESOLUTIONS AND POSTAL BALLOTS

62. The Members of Council may at their discretion, in lieu of calling an extraordinary general meeting, submit an Ordinary or Special Written Resolution (as defined by the Companies Act 2006) for the authorisation of Members. Written Resolutions shall be sent in approved form to all Members eligible to vote, and those Members shall have twenty-eight clear days to vote.

63. Postal ballots (“Postal Ballots”) are required under these Articles and Rules for the election of the President, Vice-President and Treasurer and for the election of the Members of Council.  Both Postal Ballots and Referenda shall be conducted under such provisions as the Electoral Reform Society shall from time to time advise (provided that the Association may, at the sole discretion of the President or the Secretary, accept ballot papers received by other means which may include email or other electronic means).  All votes shall be inspected and counted by not less than two Scrutineers to be appointed by the Members of Council who shall include at least one past President.  All voting and ballot papers shall be retained for a period of seventy clear days and shall be available for inspection by any Member or that Member’s legal representative.  


VOTES OF MEMBERS

64. For the purposes of voting at a general meeting, or in a Referendum, or in a Postal Ballot all Full Members shall have one vote. Votes by proxy shall not be accepted by the scrutineers at a general meeting unless a valid document of authorisation, signed in due form, shall have been received at the ABA Office not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the document proposes to vote. Each Member present at a General Meeting shall hold not more than one proxy vote. Associate Members, Retired or Honorary Members shall have no vote

65. No Member shall be entitled to vote at any general meeting or in any Postal Ballot or Referendum unless all moneys then payable by him or her to the Association have been paid

PATRONS

66. The Members of Council shall appoint two or more persons to act as patrons of the Association (“The Patrons”). A Patron may resign or retire by sending the Members of Council a letter of resignation or retirement as appropriate. The Members of Council may remove any Patron who shall be adjudged unsuitable

SECRETARY

67. Subject to the provisions of the Act, the Secretary shall be appointed by the Members of Council for such term, at such remuneration (if not a Member of Council) and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them

INDEMNITY

68. Subject to the provisions of the Act every Member of Council or other Officer or Accountant or servant of the Association shall be indemnified out of the assets of the Association against any liability incurred by him or her in that capacity in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association

MINUTES

69. The Members of Council shall keep minutes in books kept for the purpose of all elections of Officers and Members of Council made by the Association and of all proceedings at meetings of the Association and of the Members of Council and of committees of the Members of Council including the names of the Members of Council present at each such meeting

THE SEAL

70. If the Association has a seal it must only be used by the authority of the Members of Council or of a committee of Members of Council authorised by the Members of Council. The Members of Council may determine who shall sign any instrument to which the seal is affixed and unless otherwise determined it shall be signed by a Member of Council and by the Secretary or by a second Member of Council

ACCOUNTS

71. Accounts shall be prepared in accordance with the provisions of the Act

NOTICES

72. Any notice to be given to or by any person pursuant to the Articles and Rules shall be in writing except that a notice calling a meeting of the Members of Council need not be in writing

73. The Association may give any notice to a Member either personally or by sending it by post in a prepaid envelope addressed to the Member at his registered address or by leaving it at that address, or by electronic communication where an electronic address or telephone facsimile number has been specified by a Member for the purpose of receiving electronic communications

74. A Member present in person at any meeting of the Association shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called

75. A formal record of the proper dispatch of a notice or an electronic transmission shall be conclusive evidence that such notice was given. A notice shall be deemed to be given at the expiration of forty-eight hours after the proper dispatch was made

BENEVOLENT FUND

The Antiquarian Booksellers' Association (International) Benevolent Fund has the following object:

- To relieve cases of need, hardship, financial distress, sickness and infirmity for persons who are or have been Antiquarian Booksellers and the widows and other dependants of such persons.

The Benevolent fund is administered and managed by three Trustees. Beneficiaries do not have to be or to have been members of the ABA. Members are requested to contact any of the Trustees or the Secretary if they know of any person or institution who might benefit from the fund.

APPENDIX A TO ARTICLES AND RULES:

THE STANDARDS COMMITTEE

The Chairman of the Standards Committee who shall be an elected Member of Council currently serving is appointed or re-appointed by the President each year. The Chairman shall then further appoint a past Member of Council not currently a voting Member of Council and another Full Member to serve as voting members of the Standards Committee, together with any such further non-voting members as may seem requisite. The decisions and recommendations of the Standards Committee shall be reached by simple majority of the three voting members. In addition to the general duty of monitoring adherence to the Code of Good Practice, the Standards Committee shall have the further duty of investigating all formal complaints made against Members. The Standards Committee may instigate such an investigation of its own accord, or where directed to do so by the President or the Members of Council. In each case the Member under complaint (the “Member under Complaint”) shall be expressly aware both of the precise nature of the complaint and that the investigation is a formal one made under these procedures. All Members are expected to assist the Standards Committee in any investigation that may be made. All investigations shall be made under conditions of complete confidentiality on the part of all concerned. Any departure from that requirement shall of itself be deemed a breach of the Code of Good Practice.

The Standards Committee shall in the first instance attempt to achieve a prompt, equitable and mutually acceptable solution to any matters in dispute whether by the making of restitution or otherwise. Where this is achieved the Standards Committee may conclude that no further action is necessary. In all other cases the Standards Committee shall have the following options:-

1. To conclude that there is no case to answer.

2. To conclude that there is insufficient evidence to take the matter further.

3. To issue a formal note of censure in writing (“A Note of Censure”).

4. To refer the matter to a disciplinary panel (“The Disciplinary Panel”) convened for the purpose.

In all cases the decision shall be relayed in writing both to the Complainant and to the Member under Complaint. Confidential files relating to all complaints shall be kept, together with a note of any decision reached or any action taken. All such files are to be housed apart from the general files of the Association, normally with the Association’s solicitors. Access to them is strictly restricted to current members of the Standards Committee and to the Disciplinary Panel.

Disciplinary Panels:

Where at the conclusion of its investigation the Standards Committee so requests, the Disciplinary Panel shall be convened. The Disciplinary Panel may also be convened where a Member under Complaint exercises the right to ask for a formal hearing. The Disciplinary Panel shall consist of a past President of the Association, a Patron of the Association, both to be appointed by the President, and a Member of the Association to be nominated by the Member under Complaint or, in default of such a nomination, another Member of the Association to be appointed by other members of the Disciplinary Panel. The Disciplinary Panel shall have the power to co-opt a non-voting legal practitioner to assist in its deliberations.

The Member under Complaint shall be served written notice by the Secretary that the Disciplinary Panel is to be convened and laying out the grounds of the complaint. The Member under Complaint shall be allowed a maximum of twenty-one clear days from receipt of such notice to nominate a Member to serve on the Disciplinary Panel. Within twenty-eight clear days of the receipt of such notice the Member under Complaint shall make representations either in writing or in person to the Disciplinary Panel. Where a personal hearing is requested, the Member under Complaint shall have the right to be accompanied at that hearing by a legal or other representative.

Should the Member under Complaint fail to respond to the Disciplinary Panel within the allotted time the Disciplinary Panel is empowered to make a decision in the absence of the Member under Complaint. The Disciplinary Panel by a verdict of simple majority and within twenty-eight clear days from the receipt of written representations or the date of the hearing, may reach, confirm, alter or rescind any decision previously made by or available to the Standards Committee. The Disciplinary Panel shall have the further rights:-

1. To issue an order that financial or other compensation be made and to state a time limit within which this shall be done.

2. To suspend the Member under Complaint from the Association for a period not exceeding one year and to indicate from what date that suspension shall run.

3. To expel the Member under Complaint from the Association with effect from the date that such a decision is ratified by the Members of Council. Any Member so expelled shall not be eligible to reapply for election to the Association for a period of five years.

The decisions of the Disciplinary Panel are final and all decisions made by the Disciplinary Panel shall be ratified by the Members of Council. The membership will be informed of all results of Disciplinary Panels. Except in that the Council shall have a general power of clemency and may entertain such pleas in mitigation as the Member under Complaint may care to present within a period of fourteen clear days of the decision of the Disciplinary Panel, there is no general right of appeal from the decisions of the Disciplinary Panel. The Members of Council may however under the said general power of clemency opt to vary any of the said penalties.

(Revised 2023 and ratified at the 2023 AGM)