Bye-laws

THE ROYAL ASTRONOMICAL SOCIETY

BYE-LAWS

As approved at the Annual General Meeting of 1977 March 11, and as amended and added to at subsequent Annual General Meetings. They were last updated following the AGM of 9 May 2025.

The Charter of the Royal Astronomical Society can be found here.

SECTION I. definitions and INTERPRETATION

1. DEFINITIONS AND INTERPRETATION
   1. In the Bye-laws, unless the context requires otherwise, the following terms shall have the following meanings:

1. 2. The Bye-laws shall be read as supplemental to the Charter and Supplemental Charters, and construed accordingly. In case of any inconsistency between the Charter, Supplemental Charters and the Bye-laws, the Charter and Supplemental Charters shall in all cases prevail.
   3. Headings in the Bye-laws are used for convenience only and shall not affect the construction or interpretation of the Bye-laws.
   4. A reference in the Bye-laws to a ‘Bye-law’ is a reference to the relevant provision of these Bye-laws unless expressly provided otherwise.
   5. Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of:
      1. any subordinate legislation from time to time made under it; and
      2. any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.
   6. Any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

SECTION II.  CHARITABLE OBJECTS AND AMENDMENTS TO THE BYE-LAWS

2. THE SOCIETY
   1. The Society shall operate as a charity under the laws of England and Wales.
   2. The whole of the funded property of the Society shall be placed in the name of ‘The Royal Astronomical Society’.
3. Object of the Society
   1. The Object of THE ROYAL ASTRONOMICAL SOCIETY shall be the encouragement and promotion of Astronomy and Geophysics.
4. AMENDMENTS TO THE BYE-LAWS
   1. In accordance with clauses 7 and 8 of the Charter, the Fellows may by resolution passed at a General Meeting of the Society revoke, amend or add to these Bye-laws provided that the Council’s prior agreement to the proposed revocation, amendment or addition, as the case may be, has been obtained and at least one month’s notice of the resolution to be passed has been given to the Council. The amended Bye-laws shall take effect from the date of the General Meeting at which the resolution is passed, provided always that no revocation, amendment or addition shall be made to the Bye-laws which would cause the Society to cease to be a charity in law.

section iII. APPLICATION OF INCOME AND property

5. RESTRICTIONS ON APPLICATION OF INCOME AND PROPERTY
   1. The income and property of the Society shall only be applied to promote the Object of the Society.
6. RESTRICTIONS ON PAYMENTS TO FELLOWS
   1. Except as provided below, no part of the income or property or the Society may be paid or transferred directly or indirectly to any Fellow of the Society. This shall not prevent any payment in good faith by the Society of:
      1. an award of a grant, medal or other award to any Fellow or suitable person in accordance with the provisions of these Bye-laws;
      2. a benefit to any Fellow in the capacity of a beneficiary of the Society;
      3. subject to the Bye-laws, reasonable and proper remuneration for any goods or services supplied to the Society by any Fellow;
      4. interest on money lent by a Fellow to the Society at a reasonable and proper rate;
      5. reasonable and proper rent for premises demised or let by a Fellow to the Society;
      6. any payment to a Fellow who is also a Council Member which is permitted under the Bye-laws; and
      7. a reasonable and proper salary, remuneration or other emoluments in respect of the employment of a Fellow (who is not also a Council Member) by the Society; and
      8. any payment for which prior written authorisation has been obtained from the Charity Commission.
7. benefits and payments to council members and connected persons
   1. A Council Member:
      1. is entitled to be reimbursed reasonable out-of-pocket expenses properly incurred when acting on behalf of the Society;
      2. may benefit from trustee indemnity insurance purchased by the Society in accordance with section 189 of the Charities Act; and
      3. may not receive any other benefit or payment from the Society unless it is authorised by the Charter or this Bye-law 7.
   2. Unless the benefit or payment is permitted under Bye-law 7.3, no Council Member or Connected Person may:
      1. buy any goods or services from the Society on terms preferential to those applicable to members of the public;
      2. sell goods, services, or any interest in land to the Society;
      3. be employed by, or receive any remuneration from the Society; or
      4. receive any other financial benefit from the Society.
   3. A Council Member or a Connected Person may:
      1. receive a benefit from the Society in the capacity of a beneficiary of the Society provided that a majority of the Council Members do not benefit in this way;
      2. enter into a contract for the supply of services and/or goods to the Society where that is permitted in accordance with, and subject to the conditions in, sections 185 and 186 of the Charities Act;
      3. receive reasonable and proper rent for premises let to the Society;
      4. receive interest at a reasonable and proper rate on money lent to the Society;
      5. take part in the normal trading and fund-raising activities of the Society on the same terms as members of the public; and
      6. receive or retain any payment for which prior written authorisation has been obtained from the Charity Commission.
   4. In Bye-law 7.2 and Bye-law 7.3, the Society includes any Subsidiary.

section iv. MEMBERSHIP of the Society

8. CLASSES OF MEMBERSHIP
   1. The membership of the Society shall consist of the following categories:
      1. Fellows.
   2. Fellows have the right to attend and vote at General Meetings of the Society, to stand for election to the Council, and to vote in such elections, in accordance with these Bye-laws and any regulations as laid down by the Council from time to time.
   3. The Council may establish different categories of membership and set out different rights and obligations for each category in regulations from time to time, with such rights and obligations recorded in the Register of Fellows in accordance with Bye-law 37.
9. ASSOCIATE (NON-VOTING) MEMBERSHIP
   1. There shall be the following categories of non-voting membership:
      1. Honorary Fellows.
   2. Honorary Fellows who do not pay Membership Subscriptions have the right to attend General Meetings of the Society, but do not have the right to vote at General Meetings, to stand for election to Council or to vote in such elections.
   3. Honorary Fellows who pay Membership Subscriptions have the right to attend General Meetings of the Society and to vote at General Meetings. They do not have the right, to stand for election to Council but may vote in such elections.
   4. The Council may create other associate or other categories of non-voting membership, and may determine the rights and obligations of any such members in regulations from time to time (including payment of subscriptions, the conditions for admission to, and termination of membership of any such category of members).
10. ELIGIBILTY OF FELLOWS
    1. Fellows
       1. Anyone over the age of eighteen shall be eligible for proposal as a Fellow.
    2. Honorary Fellows
       1. Anyone over the age of eighteen shall be eligible for proposal as an Honorary Fellow.
       2. The Council may admit to the Society as an Honorary Fellow any person who is distinguished in the science or professions of astronomy or geophysics or whom the Council may consider is desirable to admit as an Honorary Fellow for any other sufficient reason.
       3. The Council shall not delegate its power under this Bye-law.
11. ADMISSIONS PROCEDURE
    1. Fellows
       1. Applications for admission as a Fellow of the Society will be considered by the Council if either of the following is satisfied:
          1. The candidate has been proposed and recommended by a Fellow with personal knowledge of the candidate’s suitability.
          2. The candidate has submitted to the Society via the Society’s website an application including a brief statement of their interest in Astronomy or Geophysics together with supporting information. The Council will decide the applicant’s suitability for election.

On receipt by the Society, all applications will be posted to the members’ part of the website for a minimum period of two weeks to provide an opportunity for Fellows to draw the attention of the Council to any relevant information about the candidate.

11. 1. 2. The election of Fellows shall rest with the Council and shall be considered at the first opportunity after the conditions specified in Bye-law 11.1.1 are met.
       3. The Executive Director shall be responsible for sending, as soon as practicable after election, a formal notification of election; notification of the amounts of the current Membership Subscription; and other such papers as may be appropriate.
       4. Fellows may use the letters FRAS after their names whilst they remain Fellows of the Society in good standing. Such post nominal designation shall not be held out as an honour or qualification but shall identify that the Society has recognised their serious interest in the subject areas of its Object.
    2. Honorary Fellows
       1. Applications for admission as an Honorary Fellow of the Society will be considered by the Council in accordance with the process set out in regulations.
12. RESIGNATION AND REMOVAL OF FELLOWS
    1. A person shall automatically cease to be a Fellow or Honorary Fellow of the Society if they:
       1. cease to be eligible to be a Fellow or Honorary Fellow in accordance with the Bye-laws and any regulations;
       2. die;
       3. resign by giving notice in writing to the Society;
       4. are found to be in breach of the Society’s Code of Conduct and following a disciplinary procedure held in accordance with Bye-laws 14.2 and 14.3, the Council resolves that their membership be revoked;
       5. on election to the membership, they fail, within two months of being informed of election, to pay the first Membership Subscription;
       6. any subscription or other sum payable by them remains unpaid within six months of falling due, and no acceptable reason is given to the Council for the non-payment and the Council notifies the Fellow in writing of the termination of their membership;
       7. are removed from membership by a resolution of the Council that it is in the best interests of the Society that their membership is terminated. Such a resolution may not be passed unless:
          1. the Fellow or Honorary Fellow (as the case may be) has been given at least 21 clear days’ notice in writing of the meeting of the Council at which the resolution will be proposed and the reasons why it will be proposed; and
          2. the Fellow or Honorary Fellow, or at the option of the individual concerned, their representative (who need not be a Fellow of the Society) has been given a reasonable opportunity to make representations to the meeting either in person or in writing. The Council must consider any representations made by the Fellow or Honorary Fellow (or their representative) and inform the Fellow or Honorary Fellow of their decision following such consideration. There shall be no right of appeal from a decision of the Council to terminate the membership of a Fellow or Honorary Fellow.
    2. A Fellow removed from membership by a resolution under Bye-law 12.1.7 shall remain liable to pay to the Society any subscription or other sum owed by them and shall not be entitled to a refund of any subscription or other sum paid by them to the Society.
13. MEMBERSHIP SUBSCRIPTIONS
    1. A Fellow shall pay an annual Membership Subscription in amounts and in a manner decided under Bye-law 13.3.
    2. Honorary Fellows usually do not pay any Membership Subscription. Where Honorary Fellows do pay a Membership Subscription, this Bye-law 13 applies to them as it does to Fellows.
    3. Each year the Council shall make recommendations to the Annual General Meeting in respect of the amounts, for the ensuing year, of the Membership Subscriptions for Fellows, including any concessions or additional fees. The meeting shall decide upon these amounts, and the manner in which they may be paid, subject to possible revision by a subsequent General Meeting.
    4. A Fellow who has attained state pensionable age and who has paid Membership Subscriptions for the previous fifteen years shall be eligible, upon application to the Treasurer in writing, for a concessionary rate of Membership Subscription agreed by the Council in accordance with Bye-law 13.6.
    5. Fellows shall be advised when their Membership Subscriptions are in arrears of three months or more and, where agreed by the Council in accordance with Bye-law 13.6, the Treasurer may, on compassionate or other grounds, waive or delay the payment of the Membership Subscription  by any Fellow or Fellows.
    6. The Council may agree, on the recommendation of the Treasurer, to reduce or remove the Membership Subscriptions for any one or more Fellows. Any such decision by the Council may be taken in accordance with the decision-making procedures of the Council as set out in these Bye-laws provided always that if the decision is taken by way of written resolution in accordance with Bye-law 25.11.2, any Council Member who fails to communicate their vote shall be taken as having agreed to the proposal.
14. Code of Conduct of Members
    1. The Council shall decide on a Code of Conduct of members (the “Code”) which it shall cause to be openly published on the Society’s website. Fellows and Honorary Fellows shall be required upon election to commit to the Code. Annual renewal of membership will imply agreement to adhere to the Code.
    2. The Council shall make regulations for the investigation, hearing and resolution of disciplinary proceedings against a Fellow or Honorary Fellow who is alleged to have:
       1. been found guilty in a court of law of an offence involving fraud or dishonesty;
       2. failed to observe the Charter, Supplemental Charters, Bye-laws or regulations of the Society;
       3. engaged in activity inconsistent with membership of the Society; or
       4. acted in a manner detrimental to the welfare or reputation of the Society.
    3. Such regulations shall include provisions requiring that the disciplinary proceedings comply with the rules of natural justice and may include such sanctions as the Council consider appropriate, including suspension or expulsion from membership.
    4. A Fellow or Honorary Fellow who is suspended or expelled shall deliver to the Society any certificate of membership, or certificate referring to such membership, and shall cease to use any letters or designations relating to the Society.
    5. A Fellow or Honorary Fellow who has been suspended or expelled from the membership shall only be entitled to restoration of any rights withdrawn by the suspension, or to reinstatement as a member of the Society, by a resolution of the Council.

SECTION V. GENERAL MEETINGS

15. ANNUAL GENERAL MEETINGS
    1. The Council must call an Annual General Meeting of the Society in accordance with Bye-laws 15.2, 16.2 and 16.3, such meeting usually to be held in May of each year.
    2. The business to be conducted at the Annual General Meeting shall include (but is not limited to):
       1. presentation of the annual report and accounts;
       2. reports of the professional auditors;
       3. appointment of professional auditors;
       4. election of Council Members;
       5. approval of Membership Subscriptions for the ensuing year; and
       6. as deemed necessary, the enactment, revision, and repeal of Bye-laws.
    3. Two or more Fellows, not being Council Members, may be chosen by the Society at each Annual General Meeting to act as Honorary Auditors, and they shall deliver to the subsequent Annual General Meeting a personal report on the resources, goals, structures, activities, conduct and general health of the Society but not matters relating to finance, law or personnel.
    4. The Council shall make available on the Society’s website at least one week before an Annual General Meeting the Society’s annual report and accounts.
16. GENERAL MEETINGS
    1. The Council may at any time call a General Meeting that is not an Annual General Meeting to discuss and determine questions relating to the affairs of the Society, and to enact, alter and repeal Bye-laws. Such General Meetings may be held at such time and such place (including, for the avoidance of doubt, both in-person and electronically) as the Council may prescribe.
    2. Notice of the place and time of any General Meeting (including an Annual General Meeting) and of the business for which it is summoned, shall be despatched to Fellows at least fourteen days’ before the date of such Meeting; and no business shall be transacted at such Meeting except that which has been so notified.
    3. The notice calling a General Meeting (including an Annual General Meeting) shall specify:       
       1. any place at which a Fellow may attend the meeting in person or, if being held entirely by electronic means in accordance with Bye-law 19, that there is no place at which a Fellow may attend the meeting in person;
       2. the electronic or other means by which the meeting will be held and the means by which a Fellow may participate; and
       3. the electronic or other means by which votes may be cast at the meeting.
    4. Any twenty Fellows may recommend to the Council, by a written communication addressed to one of the Officers, the adoption or rejection of any measure, including the enactment, alteration and repeal of Bye-laws. Such recommendation shall be considered by the Council not later than at its next regular meeting and, if the outcome is not satisfactory to the Fellows proposing the recommendation, the Council shall, if required by them, bring forward the same for the opinion of the Society at large, at a General Meeting to be held within two months of that requisition.
17. CONDUCT OF MEETINGS
    1. At a General Meeting twenty-four Fellows shall constitute a quorum.
    2. The President shall preside as chair of General Meetings. At a General Meeting where the President is absent, the President-elect shall take the chair. In the case of the absence of the President-elect, one of the Vice-Presidents shall take the chair. In case of the absence of all these, the meeting may elect any Council Member present to take the chair.
    3. The President, or other Fellow in the chair, may accept amendments to any questions to be decided at the General Meeting  if such amendments do not, in the opinion of the chair, materially vary the intention of the proposals.
    4. If the whole of the business cannot be completed on the day appointed the Meeting may adjourn to another day without the necessity of a fresh summons.
18. VOTING
    1. Except as specified in Bye-law 18.4, any question in the General Meeting shall be decided by a majority of those attending and voting at the General  Meeting (including any votes received in advance where advance voting is permitted by the Council).
    2. In the case of an equality of votes, the President, or in their absence the chair of the General Meeting, shall be entitled to a second or casting vote.
    3. A ballot may be requested by any six Fellows present.
    4. Subject to the Charter, Supplemental Charters and these Bye-laws, the following matters shall be decided by a majority of two-thirds of Fellows casting a vote:
       1. any proposal to amend the Charter and/or Supplemental Charters (or petition for a new charter or additional supplemental charter) in accordance with Article 2 of the Supplemental Charter granted 15 July 2005; and
       2. any proposal to wind up the Society.
19. PARTICIPATION IN GENERAL MEETINGS BY ELECTRONIC MEANS
    1. A General Meeting, including an Annual General Meeting, may be held in person and/or or by suitable electronic means agreed by the Council in which each participant may communicate with all the other participants.
    2. Any Fellow participating in a General Meeting by electronic means in accordance with this Bye-law shall qualify as being present at the meeting, shall count in the quorum for the meeting, and may participate in voting at the meeting by such electronic or other means as the Council shall decide.  
    3. A General Meeting need not be held at any particular place and may be held without any number of those participating in the meeting being together at the same time.
    4. Meetings held by suitable electronic means must comply with the provisions of Bye-laws 15, 16, 17 and 18 relating to notice requirements, conduct and voting, and with any relevant regulations relating to General Meetings.
20. ADVANCE VOTING AT GENERAL MEETINGS
    1. The Society may, if the Council so decides, allow the Fellows to vote in advance of a General Meeting, whether by way of email or other suitable electronic means, on any matter that is being decided at the General Meeting.
    2. The procedure in relation to advance voting at General Meetings shall be set out in regulations prescribed by the Council from time to time.

SECTION VI. The Council

21. composition
    1. The management and control of the Society shall be vested in the Council, as the charity trustees of the Society and Council Members shall be responsible collectively for the policy and management of the Society in accordance with charity law.
    2. There shall be not more than twenty-two Council Members
    3. The Council shall consist of:
       1. a President;
       2. a President–elect;
       3. a Treasurer; and
       4. not more than three Secretaries;

(collectively referred to as the Officers),

21. 3. 5. four Vice-Presidents; and
       6. not more than twelve nor less than eight Councillors.
    4. All Council Members shall be Fellows.
22. POWERS OF THE COUNCIL
    1. In furtherance of the Object, the Council may exercise all the powers of the Society unless subject to any restrictions imposed by the Society’s Charter or these Bye-laws.
    2. Without prejudice to Bye-law 22.1, the Council has the power to:
       1. set overall objectives and policy guidelines consistent with the Society’s object and its obligations;
       2. publish and distribute books, pamphlets, reports, leaflets, journals, films, tapes, instructional matter and any other form of information in or on any media;
       3. promote, undertake and commission research, surveys, studies or other work and to disseminate the useful results;
       4. organise and assist in the provision of conferences, courses of instruction, exhibitions, lectures and other educational activities;
       5. be a member of any regional, national and/or international organisations formed for objects similar to the Object;
       6. alone or with other organisations, seek to influence public opinion and make representations to and seek to influence governmental and other bodies and institutions regarding the reform, development and implementation of appropriate policies, legislation and regulations, provided that all such activities are confined to those permitted by law;
       7. act as trustee and to undertake and execute charitable trusts; establish or support or aid in the establishment and support of any organisation formed for objects similar to the Object;
       8. subject to the provisions of the Charter and these Bye-laws, employ and remunerate any person or persons as necessary for the proper pursuit of the Object and make reasonable provision for the payment of pensions and other staff benefit arrangements for employees and their dependents;
       9. trade in the ordinary course of carrying out the Object and carry out any other trade which is not expected to give rise to taxable profits;
       10. establish or purchase companies to carry on any trade;
       11. enter into partnership or other arrangement with any other body with objects similar to the Object;
       12. acquire, amalgamate or merge with, or undertake all or any of the property, liabilities and engagements of any body with objects similar to any or all of the Object;
       13. buy, lease, hire or otherwise acquire and deal with any real or personal property and any rights or privileges of any kind over or in respect of any real or personal property and maintain, alter, improve, manage, develop, construct, repair or equip it for use;
       14. sell, lease or otherwise dispose of all or any part of the Society’s real or personal property and any and all rights of the Society, subject to such consents as may be required by law;
       15. borrow or raise money and to give security for money borrowed or grants or other obligations by mortgage, charge, lien or other security on the Society’s property and assets, subject to such consents as may be required by law;
       16. lend and give credit to, take security for such loans or credit and enter into guarantees or give security for the performance of contracts by any person or company;
       17. provide indemnity insurance for the Council Members or any other officer of the Society in accordance with and subject to the conditions in section 189 of the Charities Act;
       18. set aside funds for particular purposes or as reserves against future expenditure;
       19. deposit or invest funds with all the powers of a beneficial owner, but to invest only after obtaining advice from a Financial Expert, having regard to the suitability of investments and the need for diversification;
       20. delegate the management of investments to a Financial Expert, but only on terms that:
           1. the Society’s investment policy is set down in writing by the Council for the Financial Expert;
           2. all transactions are reported promptly and regularly to the Council;
           3. investment performance is reviewed regularly by the Council;
           4. the delegation arrangement may be cancelled by the Council at any time;
           5. a review of the investment policy and the delegation arrangement shall be carried out at least annually;
           6. all payments due to the Financial Expert fall within a scale or a level which is agreed in advance and are notified promptly to the Council on receipt;
           7. the Financial Expert must not do anything outside the powers of the Society;
       21. arrange for the investments or other property of the Society to be held in the name of a nominee (meaning a corporate body registered or having an established place of business in the United Kingdom) which is either under the control of the Council Members or of a Financial Expert acting on their instructions, and to pay any reasonable fee required; and
       22. do all such other lawful acts and things as may further the Object.
23. Election of Council MEMBERS
    1. Council Members shall be elected by ballot at the Annual General Meeting, for the following terms of office:
       1. President, two years;
       2. Vice Presidents, three years;
       3. Treasurer and Secretaries, five years; and
       4. Councillors, three years.
    2. The President shall be elected a year before taking up office and shall first serve a one-year term of office on Council as President-elect. At the end of that term, they shall take up office as President and serve the term of office set out in clause 23.1.1 above.
    3. Terms of Office
       1. A Council Member who has completed a term of office as President,  Vice-President, or Councillor, shall be ineligible for election to that office until the expiry of one year from the termination of office.
       2. The Treasurer and Secretaries may be re-elected for a second, consecutive, term of office, but shall then be ineligible for further re-election to that office until the expiry of one year from the termination of the second term of office.
       3. A Council Member who resigns before completing a full term of office shall be deemed to have completed that term of office and shall be subject to the restrictions of this Bye-law 23.2.
    4. Eligibility
       1. Any Fellow is eligible to stand for an office on Council provided that they have fully paid up all sums of money due to the Society, including their Membership Subscription.
    5. Election Process
       1. Any two or more Fellows may nominate any other eligible Fellow as President, Vice-President, Treasurer, Secretary or Councillor, when a vacancy exists. Each such nomination shall be accompanied by a formal statement setting out the nominee’s relevant skills and experience and confirming that the nominee is prepared to serve as a Council Member if elected.  Such statement must be received by the Society before midday on the last Friday in November. All nominations complying with the provisions of this Bye-law shall be included on the balloting list, unless subsequently withdrawn.
       2. No Fellow shall accept nomination for election to more than one position on a given balloting list.
       3. At the last Council meeting of the calendar year the nominations will be scrutinised to assess eligibility. If there are omissions in the range of candidates which would prevent the Council from operating effectively, the Council may ask the Officers to undertake such actions as it deems necessary to correct any imbalance, so that a revised balloting list is available for discussion at the next Council meeting. Any such action taken by Council Members between the two Council meetings shall remain entirely confidential to the Council.
       4. At the first meeting of the calendar year the Council shall prepare the balloting list, according to the requirements of this Bye-law 23, including nominations made under Bye-law 23.5.1 and any nominations made by two Council Members at the meeting. Nominations made by Council Members must be accompanied by a formal statement setting out the nominee’s relevant skills and experience and confirming that the nominee is prepared to serve if elected.
       5. The balloting list shall contain, in respect of each office on the Council, the names of those nominated (unless subsequently withdrawn). To the name of each nominee shall be attached the individual names of the nominators. To each name shall be attached the letter A if that nominee’s major scientific interest is in astronomy (excluding planetary science), or the letter G if in geophysics or planetary science. Such designation shall be decided upon in consultation with the nominee.
       6. The Council shall include the following:
          1. two Vice-Presidents nominated A;
          2. two Vice-Presidents nominated G;
          3. one Secretary nominated A;
          4. one Secretary nominated G;
          5. at least four Councillors nominated A; and
          6. at least four Councillors nominated G.
       7. Should the number of nominations to each of the offices exceed the number of vacancies for that office, the Council may prepare a shortlist for each of those offices.
       8. The final balloting list shall be made available to all Fellows and any Honorary Fellows who pay a Membership Subscription as soon as practicable, together with a statement of the procedure for the ballot.
       9. Fellows and any Honorary Fellows who pay a Membership Subscription may vote for fewer, but not more, candidates than are required for any office on Council. No Fellow may submit more than one balloting paper.
       10. On behalf of Council, the President shall appoint two or more Fellows as scrutineers of the ballot for the elections to Council. The scrutineers will peruse the ballot papers and count the votes in accordance with the constraints of Bye-laws 23.5.6 and 23.5.12.
       11. Election to the offices of President and Treasurer shall be by simple majority or by such other voting method as the Council shall from time to time determine. Should only one nomination of an eligible candidate be received, that candidate shall be deemed to be elected.
       12. Unless otherwise agreed by the Council, there shall be elected to the offices of Vice-President, Secretary and Councillor, a sufficient number of Fellows to satisfy the requirements of Bye-law 21.2 and 23.5.6 as follows:
           1. of the Vice-Presidents elected, they shall be in the appropriate Category to ensure a balance on the Council, taking into account the Category of each Vice-President already on Council; and
           2. of the four Councillors elected, at least one shall be in Category A and at least one shall be in Category G.
       13. Subject to Bye-law 23.5.12:
           1. election to the offices of Vice-President, Secretary and Councillor shall be by such voting method as the Council shall from time to time determine;
           2. in the case of a tie, the Council shall vote in accordance with Bye-laws 25.7 and 25.8; and
           3. should only one nomination of an eligible candidate be received for any of the offices of offices of Vice-President, Secretary and Councillor, that candidate shall be deemed to be elected.
       14. The results of the elections shall be announced by the scrutineers at the AGM, including the name of the elected Fellow and the number of votes they received, as well as the names of the unelected Fellows included on the final balloting list and the number of votes they received.
    6. Casual Vacancies
       1. If a vacancy occurs between Annual General Meetings the Council may fill the vacancy until the next Annual General Meeting, subject to the requirements of Bye-law 23.5.6. A replacement shall then be appointed by the Council unless the vacancy is for the offices of President, Treasurer or Secretary, in which case the replacement shall be elected for the full term of office in accordance with the provisions of Bye-law 23.5. For the positions of Vice-President or Councillor, the replacement shall be appointed by the Council to complete only the remainder of the normal term of office, as set out in Bye-law 23.1.  Any person appointed to a casual vacancy under this Bye-law is eligible to stand for election to Council at the subsequent AGM in accordance with the provisions of Bye-law 23.5.
24. RETIREMENT AND REMOVAL OF COUNCIL MEMBERS
    1. A Council Member shall automatically cease to hold office if they:
       1. Die;
       2. Cease to be a Fellow of the Society;
       3. Resign by notifying the Society in writing (but only if enough Council Members will remain in office when the notice of resignation takes effect to form a quorum for meetings);
       4. Are disqualified from acting as a charity trustee by virtue of the Charities Act;
       5. Are absent from three consecutive meetings of Council without permission from the Council, and the Council resolves that they be removed as a Council Member;
       6. In the written opinion of a registered medical practitioner who is treating the Council Member, have become mentally or physically incapable of acting as a Council Member and may remain so for more than three months;
       7. Are removed by a resolution of the Council in accordance with Bye-law 24.2, that it is in the best interests of the Society that their office is vacated;
       8. Are found to have breached the Trustee Code of Conduct agreed from time to time by the Council, and are removed by a resolution of the Council in accordance with Bye-law 24.2.
    2. Any resolution to remove a Council Member under Bye-law 24.1.7 or 24.1.8, may not be passed in writing but must be considered at a meeting of the Council of which at least 14 clear days’ notice in writing has been given to the Council Member in question, such notice to include the resolution which is proposed and the reasons why it is proposed. The Council Member in question must be given a reasonable opportunity to make representations to the Council meeting (either in person or through a representative) and the matter must be considered by the Council in light of any such views.
25. council meetings
    1. The Council shall hold six meetings annually.
    2. The Officers may call such extra meetings as they consider necessary for the conduct of the Society’s business. The President, or any three Council Members, may require the Officers to call an extra meeting in which case it shall be held within four weeks.
    3. Subject to Bye-law 25.5, notice of the place and time of each meeting shall be sent to each Council Member at least one week before the date of such meeting.
    4. Subject to Bye-law 25.5, at a meeting of the Council, eleven Council Members, including one or more Officers, shall constitute a quorum; however, when such a meeting is for the sole purpose of sealing approved documents three Council Members including two of the Officers shall constitute a quorum.
    5. In exceptional circumstances, and provided always that it is in the best interests of the Society to do so, a meeting of the Council may be called on shorter notice by the President, President-elect or a Vice President giving notice to all Un-conflicted Council Members. Such a meeting shall take place on a date and time agreed by the majority of Council Members, and five Council Members (which shall include at least one Officer) shall constitute a quorum. Any decision taken at such a meeting shall be unanimous and shall be reported to all Council Members as soon as reasonably practicable.
    6. The President will preside as chair of Council meetings. At a Council meeting where the President is absent, the President-elect shall take the chair: in the case of the absence of the President-elect one of the Vice-Presidents shall take the Chair; in case of the absence of all these, the meeting may elect any Council Member present to take the chair.
    7. Except as otherwise directed in these Bye-laws, any question in the Council shall be decided by a majority vote, by show of hands or by ballot should any two Council Members present so desire.
    8. In the event of an equality of votes, whether on a show of hands or by ballot, the President (or chair of the meeting, as relevant) shall have a second, or casting vote.
    9. The determination of the Council on any question not requiring immediate decision shall, at the request of any two Council Members present, be deferred to the next Council meeting, but the decision shall not be further deferred save by desire of a majority of Council Members then present.
    10. A meeting of the Council may be held either in person or suitable electronic means agreed by the Council Members in which all participants may communicate with all the other participants. Any Council Member participating in such a meeting shall qualify as being present at the meeting.
    11. A decision of the Council may be taken either:
        1. at a meeting of the Council; or
        2. by resolution in writing or in electronic form agreed by a majority of the Council Members, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of the Council Members have signified their agreement. Such a resolution shall be effective provided that:
           1. a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all Council Members; and
           2. the majority of the Council Members have signified their agreement to the resolution.
    12. Subject to Bye-law 25.13, all decisions of the Council or a committee constituted under Bye-law 30, shall be valid notwithstanding the participation in any vote of a Council Member (or, where applicable, member of a committee):
        1. who was disqualified from holding office;
        2. who had previously retired or who had been obliged by these Bye-laws to vacate office;
        3. who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
        4. for whom there was a technical defect in their appointment as a Council Member of which the Council was unaware at the time.

if, without the vote of that individual, and that individual being counted in the quorum, the decision has been made by a majority of Council Members (or members or a committee) at a quorate meeting.

25. 13. Bye-law 25.12 does not permit a Council Member to keep a benefit that may be conferred upon them by a resolution of the Council or of a committee of the Council if, but for Bye-law 25.12 the resolution would have been void, or if the individual has not complied with Bye-law 26 (conflicts of interest).
26. CONFLICTS OF INTEREST
    1. A Council Member must avoid a situation in which an interest or other duty that the Council Member has conflicts with or possibly may conflict with the interests of the Society. There is no infringement if:
       1. the situation cannot reasonably be regarded as likely to give rise to a conflict of interest;
       2. the situation is authorised by the Council in accordance with Bye-law 26.2; 
       3. the prior written consent of the Charity Commission authorising the Council Member to act notwithstanding the conflict of interest has been received;
       4. the situation relates to the purchase of trustee indemnity insurance.
    2. If a conflict of interest arises for a Council Member, the Un-conflicted Council Members may authorise such conflict provided that:
       1. the procedure in Bye-law 26.3 is followed;
       2. authorisation will not result in any benefit being conferred on any Council Member or any Connected Person that would not be permitted by Bye-law 7; and
       3. the Un-conflicted Council Members consider it is in the best interests of the Society to authorise the conflict of interest in the circumstances.
    3. Whenever a Council Member has an interest in a matter to be discussed at a meeting of the Council or a meeting of a board of a Committee, the Council Member concerned must:
       1. declare their interest before discussion begins on the matter;
       2. withdraw from the meeting for that item unless expressly invited by the Un-conflicted Council Members to remain in order to provide information;
       3. not be counted in the quorum for that part of the meeting; and
       4. withdraw from the vote and have no vote on the matter.
27. RULES AND REGULATIONS
    1. The Council may from time to time make such reasonable and proper rules or regulations as they may deem necessary or expedient for the proper conduct and management of the Society, but such rules or regulations must not be inconsistent with any provision of these Bye-laws. Copies of any such rules or regulations currently in force must be made available to any member of the Society on request.

SECTION vii. Scientific (A&G highlights) Meetings

28. SCIENTIFIC (A&G highlights) MEETINGS
    1. Scientific (A&G Highlights) meetings shall also be known as ordinary meetings or by such other name decided upon from time to time by Council.
    2. An ordinary meeting of the Society shall be held on the second Friday in each month from October to May. Notwithstanding the foregoing, the Council may decide that a particular ordinary meeting shall not be held or shall be held on a different date. The Council shall inform members of any such change at least two months before the scheduled date.
    3. The Council may organise such additional ordinary meetings as required and determine the arrangements for their conduct.
29. CONDUCT OF MEETINGS
    1. The President shall usually preside as chair of ordinary meetings. At an ordinary meeting where the President is absent, and in the absence of a different Chair having been elected by the Council, the meeting may elect any member present to take the chair.
    2. The business of the ordinary meetings shall be the presentation and discussion of scientific or organisational matters relating to astronomy and geophysics; it shall not include discussion of the Bye-laws or the management of the Society.
    3. The ordinary meetings of the Society are open to all who respect the aims of the Society and behave reasonably.

SECTION VIII. ADMINISTRATIVE MATTERS

30. Committees and other bodies
    1. The Council may establish committees and other bodies (such as scrutineers or working groups) to forward the Object of the Society.
    2. The Council may appoint persons not members of the Society to serve on a committee or other body; such persons shall have an equal voice with the other members of the committee or other body. The membership of each committee shall include at least one Council Member.
    3. The Council may impose conditions when delegating powers, including that:
       1. the relevant powers are to be exercised exclusively by the committee to which they are delegated;
       2. no expenditure may be incurred except in accordance with a budget previously agreed with the Council.
       3. The Council may revoke or alter a delegated power or an action taken under a delegated power.
    4. The conduct of committee meetings, including in particular notice, quorum, means of participation and voting requirements, shall be set out in regulations.
    5. Reports from each meeting of a committee or other body shall be promptly submitted to the Council.
31. EXECUTIVE DIRECTOR AND COUNCIL MEMBER ROLES
    1. The role descriptions, duties, responsibilities and obligations pertaining to each of the President, President-elect, Vice-Presidents, Treasurer, and Secretaries of the Society shall be set out in regulations from time to time.
    2. The Society shall employ an Executive Director, appointed by the Council, who shall be responsible for the day-to-day management of the Society within the strategic outlines agreed by the Council. The role description, responsibilities and obligations pertaining to the Executive Director shall be set out in regulations from time to time.
32. The Society’s Publications
    1. The number, form, method of publication, subscriptions and frequency of issue of the Society’s publications shall be determined by the Council, in consultation with any publishing partner and with any publisher with whom the Council may contract, and taking into account the views of the Treasurer, the editors appointed in accordance with Bye-law 32.2, and recommendations made by advisory bodies set up by the Council for the purpose. Papers communicated to the Society may be published, with other such material as the Council may authorise, in these publications.
    2. The Council may appoint editors of the Society’s publications and make agreements with publishing partners also to appoint editors. Such editors shall then act on behalf of the Council in regard to the content and presentation of the publications.
    3. The Council shall determine the arrangements for the copyright of papers published by the Society.
33. Award of Gold Medals
    1. The Society may recognise outstanding contributions to astronomy and geophysics by the award of Gold Medals: in any one year, not more than one in the field of astronomy (excluding planetary science) and not more than one in the field of geophysics (including planetary science).
    2. It shall be the duty of the Council to consider annually the propriety of such awards and, if it thinks fit, to decide upon the awards. No Gold Medal shall be awarded unless at least three-fourths of the Council Members present at the appropriate meeting agree thereto.
    3. Notwithstanding Bye-law 33.1, in cases where two or more persons have been jointly concerned in a particular contribution, or have been the simultaneous but independent authors of an outstanding contribution, a Gold Medal may be awarded to these persons jointly. In such a case, an impression of the Gold Medal shall be given to each of the joint recipients.
34. Other Medals
    1. The Council shall determine the arrangements to make other awards for achievement in fields of interest, and such arrangements shall be set out in regulations from time to time.
35. The Common Seal and Deeds
    1. The Common Seal of the Society is a representation of Herschel’s telescope with the motto “Quicquid nitet notandum”, surrounded by the words and figures ‘Royal Astronomical Society 1820’.
    2. It shall be the duty of the President and the Executive Director to be responsible for the safe custody of the Charter and Supplemental Charters, the Common Seal and the formal documents relating to the status, obligations, procedures and structure of the Society.
    3. A Deed or Writing may be validly executed either by affixing the Common Seal in accordance with Bye-law 35.4 or by signature by two Council Members, one of which must be the President, President-elect, or a Vice-President.
    4. The Common Seal shall not normally be affixed to any Deed or Writing except at a meeting of the Council and by the Council’s authority, but, by order of the President, when urgency demands and a meeting on short notice of the Council cannot be arranged, a Deed or Writing may be sealed in the intervals between the meetings of the Council. Every Deed or Writing to which the Common Seal of the Society is affixed shall be signed by two Officers or by two persons approved by Council for this purpose, and the particulars of the same entered in the minute book.
36. RECORDS AND ACCOUNTS
    1. The Council must comply with all statutory requirements as to the keeping of statutory books, financial records, the audit of accounts and the preparation and transmission to the Charity Commission of:
       1. annual reports;
       2. annual returns; and
       3. annual statements of account.
    2. The annual report and statements of account shall be presented to Fellows at the Annual General Meeting and published on the Society’s website.
    3. The accounts of the Society shall be inspected annually by professional auditors.
    4. Regulations may set out the arrangements under which Fellows who are not Council Members may inspect all or some of the accounts and books of the Society. Such persons have no right to inspection beyond that provided in the regulations.
    5. The accounting records shall always be open to the inspection of the Council Members. Professional auditors (who shall be qualified under the law) shall be appointed in accordance with Bye-law 15.2 and their remuneration determined by the Council.
    6. The Council must keep proper records of:
       1. all proceedings of General Meetings;
       2. all proceedings of Council meetings, including and written resolutions of the Council;
       3. all reports of committees; and
       4. all professional advice received.
    7. In accordance with Bye-law 36.6, the Council shall cause minutes of its proceedings to be taken during the meetings and entered into the minute-book. The accuracy of such minutes shall be confirmed at the next meeting (other than one for the sole purpose of sealing documents), and the minutes shall then be signed by the President or other Council Member in the chair and published on the Society’s website, redacted by the Council where necessary in respect of personal or sensitive information.
    8. A Fellow may at any reasonable time consult the Society’s minute book and the Library, and may borrow books from the Library in accordance with the regulations. Anyone wishing to consult any other material belonging to the Society must have the written authorisation of one of the Secretaries, or such deputy as may be appointed by the Council.
37. KEEPING OF REGISTERS
    1. A Register of Fellows shall be maintained by the Society and shall contain separate lists of Fellows in each category, with their names, addresses, dates of admission and such other particulars as the Council may require.
38. COMMUNICATIONS WITH FELLOWS
    1. The Society may validly send any document to a Fellow:
       1. by delivering it by hand to the address recorded for the Fellow in the Register of Fellows;
       2. by sending it by post or courier to the address recorded for the Fellow in the Register of Fellows; or
       3. by electronic mail to an email address given in a written notice by the Fellow;
    2. Any notice given in accordance with these Bye-laws is to be treated for all purposes as having been received:
       1. 24 hours after being sent by electronic mail or delivered by hand to the relevant address;
       2. 2 clear days after being sent by first class post to the relevant address;
       3. 10 clear days after being sent by second class or overseas post to the relevant address;
       4.  on being handed to the Fellow personally; or
       5. if earlier, as soon as the Fellow acknowledged actual receipt.
    3. A technical defect in the giving of notice of which the Council is unaware at the time does not invalidate decisions taken at a meeting (whether a General Meeting or a meeting of the Council or a committee).
    4. Fellows may validly send any notice or document to the Society:
       1. by post to:
          1. the Society’s registered office; or
          2. any other address specified by the Society for such purposes; or
       2. by email to any email address provided by the Society for such purposes.