The Anglo-Azerbaijani Society

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Our Constitution

• Name

  The name of the Association is the Anglo-Azerbaijani Association (the "Association")

• Administration

  Subject to the matters set out below the Association and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee. constituted by clause H of this constitution (the "Executive Committee").

• Objects

  The Association object (the "objects") are to support Azerbaijan British relationships in all spheres and to assist charitable endeavours in Azerbaijan: to keep members closely informed on developments in Azerbaijan: to increase awareness of Azerbaijan in British eyes.

• Powers

  In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers acting in the capacity of the agent of the members:

  • power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall conform to any relevant requirements of the law:

  • power subject to any consents required by law to borrow money and to charge all or any part of the property of the Association with repayment of the money so borrowed;

  • power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

  • power to co-operate with other associations, charities, voluntary bodies and statutory authorities operating in furtherance of the objects of the association or similar purposes and to exchange information and advice with them;

• Honorary Officers

  At the annual general meeting of the Association the members shall elect from amongst themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

• Executive Committee

  • The Executive Committee shall consist of not less than three members nor more than twenty members being:

    • the honorary offices specified in the proceeding clause:

    • not less than one and not more than six members elected at the annual general meeting who shall hold office from the conclusion of that meeting and

    • Nominated members appointed as follows:

      • Lord Fraser Q.C. (Chairman, London)
      • Professor Nargiz Pashayeva (Chairman, Baku)
      • Dr. Kenneth Forrest (Honorary Secretary)
      • Roger Thomas (Honorary Treasurer)
      • Nick Baxter
      • John Baldwin
      • Graeme Coombes
      • Malcolm Day
      • Zaur Gasimov
      • Jovdat Guliyev
      • Farrah Hasanli
      • Howard Lyn
      • Shahrivar Mahmoud-Zadeh
      • Israfil Mamedov
      • Neil Munro
      • Sarah Templey
      • John Weedon

  • All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-appointed.

  • The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.

  • Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would be appointed be disqualified under the provisions of the following clause.

  • No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minutes book of the Executive Committee a declaration of acceptance and of willingness to act in the interests of the Association.

• Determination of Membership of Executive Committee

  • A member of the Executive Committee shall cease to hold office if he or she:

    • becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

    • is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or

    • notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

• Executive Committee Members not to be personally interested

  • Subject to the provisions of sub-clause (2) of this clause no member of the Executive Committee shall acquire any interest in property belonging to the Association or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by Executive Committee.

  • Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Association: Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

• Meetings and proceedings of the Executive Committee

  • The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days' notice being given to the other members of the Executive Committee of the matters to be discussed.

  • The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business in transacted.

  • There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.

  • Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.

  • The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meeting of the Executive Committee and any sub-committee.

  • The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purposes of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

• Receipts and expenditure

  • The funds of the Association, including all donations contributions membership fees and bequests, shall be paid into an account operated by the Executives Committee in the name of the Association at such banks the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.

  • The funds belonging to the Association shall be applied only in furthering the objects.

• Property

  • Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to all investments held by or on behalf of the Association to be vested in not less than three individuals appointed by them as holding trustees. Holding trusts may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.

  • The Executive Committee may permit any investments held by or in trust for the Association to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

• Accounts

  The Executive Committee keep proper accounting records for the Association.

• Annual Report

  The Executive Committee shall prepare an annual report each year detailing the activities of the Association in the preceding year.

• Annual General Meeting

  • There shall be an annual general meeting of the Association which shall be held in the month of November in each year or a soon as practicable thereafter.

  • Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days' notice of the annual general meeting to all the members of the Association. All the members of the Association shall be entitled to attend and vote at the meeting.

  • Before any other business in transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if he or she is not present, before any other business in transacted, the persons present shall appoint a chairman of the meeting.

  • The Executive Committee shall present to each annual general meeting the report and accounts of the Association for the preceding year.

  • Nominations for election to the Executive Committee must be made by members of the Association in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

• Special General Meetings

  The Executive Committee may call a special general meeting of the Association at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days' notice must be given. The notice must state the business to be discussed.

• Procedure at General Meetings

  • The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Association.

  • There shall be a quorum when at least one tenth of the number of members of the Association for the time being or ten members of the Association, whichever is the greater, are present at any general meeting.

• Notices

  Any notice required to be served on any member of the Association shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

• Alterations to the Constitution

  Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

• Dissolution

  If the Executive Committee decides that it is necessary or advisable to dissolve the Association it shall call a meeting of all members of the Association, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to (the members in equal shares).

  The constitution was adopted on the date first mentioned by the persons whose names appear at the bottom of this document.

  • Lord Fraser Q.C. (Chairman, London)
  • Professor Nargiz Pashayeva (Chairman, Baku)
  • Dr. Kenneth Forrest (Honorary Secretary)
  • Roger Thomas (Honorary Treasurer)
  • Nick Baxter
  • Clare Bebbington
  • Graeme Coombes
  • Malcolm Day
  • Zaur Gasimov
  • Jovdat Guliyev
  • Farrah Hasanli
  • Rufat Imamverdiyev
  • John Langler
  • Howard Lyn
  • Shahrivar Mahmoud-Zadeh
  • Israfil Mamedov
  • Neil Munro
  • Sarah Templey
  • John Weedon