Royal Charter

At the Court at Buckingham Palace
The 10th DAY OF NOVEMBER 2010
PRESENT,
THE QUEEN’S MOST EXCELLENT MAJESTY IN COUNCIL

WHEREAS there was this day read at the Board a Report of a Committee of the Lords of Her Majesty’s Most Honourable Privy Council, dated the 20th day of March 1968, in the words following, viz:-

“YOUR MAJESTY having been pleased, by Your Order of the 28th day of July 1966 to refer unto this Committee the humble Petition of the President of the Royal African Society and others, praying for the grant of a Charter of Incorporation to the said Society:

“THE LORDS OF THE COMMITTEE, in obedience to Your Majesty’s said Order of Reference, have taken the said Petition into consideration, and do this day agree humbly to report, as their opinion, to Your Majesty, that a Charter may be granted by your Majesty in terms of the Draft hereunto annexed”.

HER MAJESTY having taken into consideration the said Report, and the Draft Charter accompanying it, was pleased, by and with the advice of Her Privy Council, to approve thereof, and to order, as it is hereby ordered, that the Right Honourable James Callaghan, one of Her Majesty’s Principal Secretaries of State, do cause a Warrant to be prepared for Her Majesty’s Royal Signature, for passing under the Great Seal a Charter in conformity with the said Draft, which is hereunto annexed.

ELIZABETH THE SECOND by the Grace of God of the United Kingdom of Great Britain and Northern Ireland and of Our other Realms and Territories Queen, Head of the Commonwealth, Defender of the Faith:
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING!

WHEREAS the President of the unincorporated society known as “The Royal African Society” (hereinafter referred to as “the unincorporated society”) and others have by their humble Petition prayed that We would be graciously pleased to grant to the Royal African Society a Charter of Incorporation:

AND WHEREAS We have taken the said Petition into Our Royal consideration and are minded to comply with the prayer thereof.

NOW THEREFORE We of our especial grace, certain knowledge and mere motion have granted and ordained and do hereby for Us, Our Heirs and Successors grant and ordain as follows:-

1. The persons who are now members of the unincorporated society and all such other persons as may hereafter become Members of the Corporation hereby constituted shall for ever hereafter be one body corporate and politic by the name of  “The Royal African Society” (hereinafter called “the Society”) and by that name shall have perpetual succession and a Common Seal with power to alter, break and make anew the said Seal from time to time at their will and pleasure and shall and may by the same name sue and be sued in all Courts in all manner of actions and proceedings, and shall have power to do all other matters and things incidental or appertaining to a body corporate.

2. The objects for which the Society is established and incorporated are to promote within Our United Kingdom of Great Britain and Northern Ireland, as well as in other countries, the spread and increase of knowledge of the peoples and countries of Africa; to foster and strengthen the relationships existing between Our said United Kingdom and the various countries and peoples of Africa; and to encourage the growth of interest in Africa among the people of Our said United Kingdom and among the people of other countries.

3. For the attainment of the aforesaid objects the Society may:
(1) hold meetings, conferences and courses for the study and discussion of subjects relating to Africa;
(2) produce and publish books, journals, pamphlets and other documents;
(3) maintain libraries and newspaper rooms;
(4) provide lectures and prizes for the purpose of encouraging the study of all aspects of life and environment in African countries;
(5) maintain information services;
(6) acquire and disseminate information likely to encourage the development of agriculture, trade and industry in Africa, and the expansion of commerce between Africa and the rest of the world;
(7) undertake scientific enquiries and conduct or finance research;
(8) promote or assist the establishment of professorships, fellowships, lectureships and scholarships in subjects relating to Africa;
(9) encourage interest in Africa among young people;
(10) make awards in recognition of service to Africa;
(11) encourage co-operation between the society and similar organisations in Our United Kingdom and in other countries;
(12) maintain in Our United Kingdom a centre to aid in the attainment and enhancement of the objects of the Society;
(13) accept gifts of property, whether subject to any special trusts or not, for the promotion of the objects of the Society;
(14) act as the trustee of any trust;
(15) take such steps by personal or written appeals, public meetings or otherwise’ as may from time to time be deemed expedient, for procuring contributions or donations to enable the Society to carry on any of its objects;
(16) invest money of the Society, not immediately required for any of its purposes’ in such securities and with such sanction (if any) as may for the time being be prescribed by law for the investment of trust funds;
(17) establish or support, or aid in establishing or supporting, or affiliate with, any other corporations or other organisations which exist  for objects similar to those of the Society, and which by their constitutions prohibit the distribution of their assets or incomes among their members to at least the extent imposed by this Our Charter upon the Society;
(18) make Bye-laws for the good management of the affairs of the Society and for the promotion of its objects;
(19) take other measures to enable the Society the better to carry out its objects.

4. All the property of every description of the unincorporated society shall be transferred to and vested in the Society, and shall be held by the Society for its general purposes subject to all charges and incumbrances thereon. The Society shall also assume all the liabilities of the unincorporated society at the date of this Our Charter. Provided always that any money or other property now held by or on behalf of the unincorporated society upon any special trusts or for any special purposes in connection with any of the objects of the unincorporated society shall, if and when lawfully transferred to the Society, be held by the Society upon such special trusts or for such special purposes and be applied accordingly.

5. The income of the Society shall be applied solely towards the promotion of its objects as set forth in this Our Charter, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit to the Members  or other members of the Society. Provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officers or servants of the Society, or to any Member or other member thereof, in return for services actually rendered to the Society. Provided further that no member of the Council of the Society shall be appointed to any salaried office of the Society or any office of the Society paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Society to any member of the Council except repayment of out-of-pocket expenses.

6. The first Members of the Society shall be those persons who are members (including life members) of the unincorporated society at the date of this Our Charter. Members of the Society shall hereafter be elected in such manner as shall be prescribed in the Bye-laws of the Society (hereinafter called “the Bye-laws”).

7. The Bye-laws may also provide for there to be Honorary Members, Corporation Members, Institutional Members and Student Members of the Society, with such rights, obligations and privileges as may be conferred or imposed by the Bye-laws.

8. (a) There shall be a Royal Patron of the Society. We do hereby reserve to Ourself to be the first Royal Patron. The Royal Patron in succession to Ourself shall be such member of the Royal Family as may accept that office at the request of the Council of the Society.

(b) There shall also be Patrons of the Society who will be such persons as may accept that office at the request of the Council of the Society.

9. There shall be a Council of the Society (hereinafter referred to as “the Council”), which shall control the affairs and property of the Society, and which shall be constituted in accordance with the provisions of Bye-laws. The members of the council of the unincorporated society at the date of this Our Charter shall be the first members of the Council of the Society, and shall continue in office as provided in the Bye-laws. Except so far as the same are by this Our Charter or the Bye-laws expressly required to be exercised by the Society in General Meeting, all the powers of the Society shall be vested in and exercisable by the Council.

10. There shall be a Chair of the Society, not more than three Vice-Chairs of the Society, an Honorary Treasurer, and a Secretary, and they shall be elected or appointed as prescribed in the Bye-laws.

11.  There shall be an Executive Committee of the Council (hereinafter referred to as “the Executive Committee”), which shall conduct the administration of the affairs and property of the Society subject to such directions as the Council may give from time to time, and which shall be constituted in accordance with the provisions of the Bye-laws.

12. (a) The Society shall have full power and authority to make from time to time Bye-laws for the regulation of all matters not expressly regulated by this Our Charter. The Bye-laws in the Schedule hereto shall be the Bye-laws of the Society until they have been repealed, amended or added to in the manner hereinafter described.

(b) Repeals and amendments of, and additions to, the Bye-laws of the Society shall be made by Special Resolution in accordance with the said Bye-laws.

13. The Secretary of the Society shall have the custody of this Our Charter.

14. The Society may by a Special Resolution from time to time amend, add to or revoke any of the provisions of this Our Charter, and such amendments, additions or revocations, when allowed by Us, Our Heirs and Successors in Council, shall become effectual so that this Our Charter shall thenceforth continue and operate as though it had been originally granted as so amended, added to or revoked. This Article shall apply to this Our Charter as amended, added to or revoked in manner aforesaid.

15. A resolution shall be a Special Resolution for the purposes of this Our Charter when a draft minute of the resolution has been recommended by the Council or has, as the case may be, been communicated in writing to the Secretary of Society by at least twenty-five Members of the Society, and has been considered at a meeting of the Members of the Society duly convened for a date not less than thirty, nor more than sixty , days from the date of the Council’s recommendation, or of the receipt of the resolution by the Secretary, for the purpose of passing the proposed resolution as a Special Resolution, and the resolution has been passed at that meeting by not less than three-fourths of the Members of the Society who are present at the meeting and who vote on the proposed resolution in person or, in the event of a poll being taken, who vote by proxy.

16. (a) The Council may surrender this Our Charter and any Supplemental Charter, after a Special Resolution authorising the surrender has been passed by two consecutive meetings of the Members of the Society; but such surrender shall be subject to the sanction of Us, Our Heirs or Successors in Council, and shall be upon such terms as We or They may consider fit.

(b) When the surrender of this Our Charter and any Supplemental Charter has been authorised as provided for in paragraph (a) of this Article, the Council of the Society may wind up the affairs of the Society in accordance with such directions as may have been given by the meetings which authorised the surrender; and in default of such directions the Council of the Society may wind up the affairs of the Society in such manner as it may think expedient, having regard to the liabilities of the Society and subject to the provisions of Article 17 of this Our Charter.

17. If there remains after the winding up of the affairs of the Society any property whatsoever, the same shall not be paid to or distributed among the Members or other members of the Society but shall be given or transferred by the Council to some institution or institutions having objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Society under or by virtue of Article 5 of this Our Charter, such institution or institutions to be determined by the meetings mentioned in Article 16 of this Our Charter, or in default thereof by the Council of the Society, and if and so far as the property cannot be given or transferred to such institution or institutions, then to some charitable institution or institutions.

18. And lastly, We do by these Presents for Us, Our Heirs and Successors grant and declare that these Our Letters shall be in all things valid and effectual in law according to the true intent and meaning thereof, and shall be taken, construed and adjudged in the most favourable and beneficial sense for the best advantage of the Society as well in Our Courts of Record as elsewhere by all Judges, Justices, Officers, Ministers and other subjects whatsoever of Us, Our Heirs and Successors, any non-recital, mis-recital or other omission, defect or thing to the contrary notwithstanding.

IN WITNESS whereof We have caused these Our Letters to be made Patent.

WITNESS Ourself at Westminster the ……… day of……………………

in the ……………..year of Our Reign.

BY WARRANT UNDER THE QUEEN’S SIGN MANUAL.