Center for the Study of Ethics in the Professions at IIT

George the Sixth, By the Grace of God of Great Britain, Ireland and the British Dominions beyond the Seas King, Defender of the Faith, Emperor of India:

To all to whom these Presents shall come, Greeting!

Whereas it has been represented to Us by Our Principal Secretary of State for Foreign Affairs that for the purpose of promoting a wider knowledge of Our United Kingdom of Great Britain and Northern Ireland and the English Language abroad and developing closer cultural relations between our United Kingdom of Great Britain and Northern Ireland and other countries for the purpose of benefiting the British Commonwealth of Nations and with -a view to facilitating the holding of, and dealing with, any money provided by Parliament and any other property, real or personal, otherwise available for those objects and with a view to encouraging the making of gifts and bequests in aid of the said objects, it is expedient that the voluntary association now existing and known as the British Council should be created a Body Corporate:

Now, therefore, know ye that We, by virtue of Our Royal Prerogative and of all other powers enabling Us in that behalf, do, of Our special grace, certain knowledge, and mere motion, by these Presents, for Us, Our Heirs and Successors, grant, will, direct, and ordain that the following persons (being members of the Executive Committee of the said voluntary organisation) that is to say:
The Right Honourable William George Baron Tyrrell, GCB, GCMG, KCVO,
The Right Honourable George Ambrose Baron Lloyd,
GCSI, GCIE, DSO,
The Right Honourable Edward George Villiers Stanley,
Earl of Derby, KG, GCB, GCVO,
The Right Honourable Arthur Baron Riverdale, KBE, LLD,
Sir John Power, Bt, MP,
The Right Honourable Albert V. Alexander, MP,
Lady Chamberlain, GBE,
Sir Lionel Faudel-Phillips, Bt,
William Graham, Esquire,
Philip Guedalla, Esquire, MA,
Ernest Samuel Makower, Esquire, FSA,
John William Ramsbottom, Esquire, MA, M Com,
Sir Eugene Ramsden, Bt, OBE, MP,
William Edward Rootes, Esquire,

The Right Honourable Henry Baron Snell, CBE, Stanley Unwin, Esquire, William James Uglow Woolcock, Esquire, CMG, CBE, and all other persons who shall for the time being in pursuance of and in accordance with this Our Charter be members of the British Council, shall be one Body Corporate under the name of 'The British Council: having a perpetual succession and a Common Seal, with full power by and in such name

1. To sue and be sued;

2. To enter into contracts or agreements in furtherance of the said objects of the British Council;

3. To accept, hold, and dispose of money or other personal property in furtherance of the said objects, including sums voted by Parliament to that end;

4. To accept any trusts, whether subject to special conditions or not, in furtherance of the said objects;

5. To invest any moneys and funds of the British Council which are not immediately required to be expended in furtherance of the said objects in or upon any investments for the time being authorised by law for the investment of trust funds and to vary, or transpose, any investments held, or made, by the British Council into investments of a nature so authorised;

6. Generally to do all other lawful acts whatsoever that may be conducive or incidental to the attainment of the objects for which the British Council is hereby established.

We do hereby for Us, Our Heirs and Successors, license, authorise and for ever hereafter enable the British Council or any person or persons on its behalf to purchase, take on lease or otherwise acquire any lands, tenements or hereditaments now held by or in trust for or for the use of or belonging to the said voluntary association, and also to purchase, take on lease or otherwise acquire any additional lands, tenements or hereditaments, and to hold all or any lands, tenements or hereditaments, or interest therein, in perpetuity or on lease or otherwise and from time to time to grant, demise, alienate or otherwise dispose of the same or any part thereof.

2. The income and property of the British Council wheresoever derived shall be applied solely towards the promotion of the objects of the British Council 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 howsoever by way of profit to the members of the Council: Provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the British Council or to any member thereof in return for services actually rendered, or reasonable and proper rent for premises demised or let by any member to the British Council.

3. The members of the British Council shall consist of such persons and shall have such rights and privileges as may be prescribed by the bye-laws of the British Council for the time being to be framed in pursuance of this Our Charter.

4. All the powers of the British Council shall be vested in a Board consisting of not less than fifteen and not more thanthirty members. Provided that if at any time the Board consists of less than fifteen members it shall have power pursuant to this Our Charter and the bye-laws to increase the number of members to fifteen.

5. The Board of the British Council may by Special Resolution in that behalf alter, amend or add to this Our Charter and such alteration, amendment or addition shall, when approved by Us, Our Heirs and Successors in Council become effectual so that this Our Charter shall thenceforward continue and operate as though it had been originally granted and made accordingly. This provision shall apply to this Our Charter as altered, amended or added to in manner aforesaid.

6. There shall be bye-laws of the British Council for the regulation and management of its members and property and the furtherance of its objects. The bye-laws set forth in the Schedule hereto shall be the first bye-laws of the British Council. The Board of the British Council may by Special Resolution in that behalf revoke, alter or add to the said bye laws. No new bye-law and no such revocation, alteration or addition as aforesaid shall have any force or effect if it be repugnant to any of the provisions of this Our Charter or to the laws of Our Realm, nor until it shall have been approved by Our Privy Council of which approval a certificate under the hand of the Clerk of Our Privy Council shall be conclusive evidence. This provision shall apply to the bye-laws as revoked, altered or added to in manner aforesaid.

7. The Board may delegate any of its powers (other than its powers under Articles 5 and 6 of this Our Charter) to a sub committee, or sub-committees, consisting of such member, or members, of the Board, or of the Council, as it thinks fit provided that the Chairman of any such sub-committee shall be a member of the Board appointed by the Board. Any sub committee so formed shall, in the exercise of the powers so delegated, conform to any regulations or directions that ma from time to time be imposed upon it by the Board.

8. A. Resolution shall be a Special Resolution when it has been a passed by a majority of not less than three-fourths of the members of the Board present and voting at a meeting of which not less than 21 clear days' notice specifying the intention to propose the Resolution as a Special Resolution as been given, and
   B. confirmed by a like majority of the members of the Board present and voting at a subsequent meeting of which not less than seven clear days' notice has been given and held after an interval of not less than 14 days nor more than one month from the date of the first meeting.

9. The accounts of the British Council shall be made up for each financial year ending on the 31st day of March and shall be audited in such manner as the Treasury may direct. And We do by these Presents for Us, Our Heirs and Successors grant and declare that this Our Charter or the enrolment thereof shall in all things be valid and effectual in the law according to the true intent and meaning of the same and shall be recognised as valid and effectual by all Our Courts and Judges and by other officers, persons and bodies politic and corporate whom it may concern, and that the same shall be construed in the most favourable and beneficial sense and for the best advantage of the British Council as well in all Our Several Courts of Record as elsewhere, notwithstanding any non-recital, mis-recital, uncertainty or imperfection in this Our Charter.

The Schedule: Bye-Laws

1. 1 interpretation

   In these Bye-laws, if not inconsistent with the subject or context:
   "The Charter" means the Charter of Incorporation of the Council;
   "The Council" means the British Council;
   "Member" means a member of the Council;
   "The Board" means the Board for the time being appointed pursuant to the Charter and these Bye-laws;
   "Board member" means a member of the Board.
   Words denoting the singular number include the plural and vice versa; words importing the masculine gender include the feminine gender; and words importing persons include corporations.

2. Membership of the Council

   A person shall become a Member on his written acceptance to the Board of:
   a an invitation from the Board to become a Member on such terms, if any, as are set out in the invitation; or
   b his election as an officer of the Board or his nomination or co-option to the Board.
   His name shall be entered in a register kept for that purpose together with an address in the United Kingdom to which all notices and other communications to him may be sent. It shall be the Member's responsibility to inform the Council of any amendment necessary to be made to the entry referring to him in the register.

3. A Every Member shall be bound to further to the best of his ability the objects, interests and influence of the Council.

4. A person shall cease to be a Member
   1 on his written resignation being received by the Board; or
   2. on the fulfilment of any relevant condition contained in his invitation to Membership; or
   3 on his Membership being terminated under the procedure prescribed by paragraph (b) of this Bye-law.

    B If not less than three Board members request the Board to discuss the possible termination of the Membership of any person, such discussion shall take place at the next following meeting of the Board of which not less than ten days' notice shall have been given to Board members. If at that meeting the Board so resolves the Member shall be invited to comment on the proposed termination of his Membership personally or in writing to a subsequent meeting of the Board of which he shall be given not less than seven days' notice. If the Board resolves to invite a Member to comment as aforesaid the Board may further resolve that the Membership of the Member under consideration be suspended and thereupon he shall be suspended immediately and the suspension shall continue until the passing or rejection of a resolution whether his Membership shall be terminated. Having considered the said comments, if any, and made such further enquiries as it considers necessary, the Board shall resolve whether the said Membership shall be terminated. Provided that no resolution in favour of suspension or termination shall be valid unless supported by the votes of not less than one half of the Board members for the time being and not less than three-fourths of the Board members present at the meeting.
   

5. The Board Members
   The Board members shall be the officers of the Board, elected Board members, nominated Board members and co-opted Board members. No person shall be eligible for membership of the Board unless he is a British subject.
   

6. Officers of the Board
   The officers of the Board shall be the Chairman, the Deputy Chairman and not more than two Vice-Chairmen. They shall be elected by the Board and shall be previously approved by the Secretary of State for Foreign and Commonwealth Affairs; they shall hold office for such period or periods not exceeding three years as the said Secretary of State shall approve. At the expiry of the said period, they shall be eligible for re-election subject to the previous approval of the Secretary of State for Foreign and Commonwealth Affairs.

7. Elected Board Members
   Every elected Board member shall be elected by the Board from persons whose names have been proposed in writing by two Board members to the Board not less than seven days before the meeting of the Board at which an election is to take place and who have agreed to such proposal. Every elected Board member shall hold office for a first term of five years and on expiry of that term may be re-elected for such additional term or terms not exceeding in total a further five years as the Board shall determine. Every elected Board member who has held office for first and additional terms of a total duration of ten years shall then be ineligible for reelection for the period of one year but thereafter may be re-elected for such further additional term or terms not exceeding in total one further five-year period as the Board shall determine.

8. Nominated Board
   The Secretary of State for Foreign and Commonwealth Members Affairs may nominate two persons to be nominated Board members and may also at any time replace any person so nominated. Any such nomination or replacement shall take effect when written notice thereof is received by the Board. The provisions of Bye-law 4(b) shall not be applicable to nominated Board members.

9. Co-opted Board Members
   The Board may co-opt eligible persons as Board members for such period or periods not exceeding two years as the Board may decide and such persons shall be eligible for further co option after the expiry of such period provided that the number of co-opted Board members shall at no time exceed five or the number of elected Board members, whichever shall be the lesser.

10. Cessation of Board Membership
    A person shall cease to be a Board member
    (a) on his written resignation being received by the Board; or
    (b) on the written withdrawal of his nomination by his nominator being received by the Board in accordance with Bye-law ; or
    (c) on the expiry of his term of office; or
    (d) on his ceasing to be a Member; or
    (e) on his becoming bankrupt or compounding with his creditors or taking the benefit of any Act for the time being in force for the relief of insolvent debtors; or
    (f) on his becoming of unsound mind; or
    (g) on attaining the age of seventy years.

11. Proceedings of the Board
    Subject to the provisions of the Charter and these Bye-laws, the Board shall have power to regulate its meetings and the despatch of business thereat as it may from time to time decide. The Chairman, the Deputy Chairman or any Vice Chairman may, and at the written request of three Board members shall, at any time convene a meeting of the Board.
    

12. At any meeting of the Board:

    a the Chairman shall preside but in his absence the chair shall be taken by a Board member in the following order of preference namely:
    1 the Deputy Chairman;
    2 a Vice-Chairman chosen by those Board members present at the commencement of the meeting;
    3 a Board member chosen in like manner.
    b Subject to the provisions of the Charter and these Bye-laws decisions shall be taken by majority vote of Board members present and voting and if there is an equality of votes the chairman of the meeting shall have a second or casting vote.
    c The quorum necessary for the taking of any decision of the Board shall be nine Board members present at the meeting.
    d The names of the Board members attending any meeting together with a record of the proceedings and of the decisions taken thereat shall be recorded and the record preserved and kept available for inspection by any Board member.

13. Seal
    Board may empower the Chairman to appoint persons by name or by office to authorise the affixing of the Common Seal of the Council to any instruments on its behalf and also to attest the same by signing the said instruments. Provided that no fewer than two such persons shall authorise the affixing of the Common Seal and sign each such instrument.

14. Expenses
    Board members shall be paid out of the funds of the Council all out-of-pocket expenses properly and necessarily incurred by them on behalf of the Council.
    

15. Officers
    The Board may appoint a Director-General and such other salaried officers of the Council on such terms as it thinks fit provided only that the appointment of the Director-General shall be previously approved by the Secretary of State for Foreign and Commonwealth Affairs and that he shall hold office for such period as the said Secretary of State shall approve.
    

16. President
    The Board may from time to time appoint a President and a Vice-President or Vice-Presidents who may, but need not, be members of the Council.

17. General Meetings
    An Annual General Meeting of the Council shall be held in every calendar year and within fifteen months of the previous Annual General Meeting or the purpose of receiving a report on the affairs of the Council. All other General Meetings of the Council shall be Extraordinary General Meetings.
    

18. The Board may convene an Extraordinary General Meeting whenever it thinks fit and shall convene such a Meeting within three months of receiving a written requisition thereof signed by not less than one-tenth of all the Members and stating the business to be transacted thereat.
    

19. Conduct of General Meetings

At any General Meeting

a No business shall be transacted unless not less than ten Members including at least one Board member are present. If the General Meeting does not start the transaction of business within half an hour of the appointed time, the Meeting shall be automatically adjourned to such date if any as the Board may fix at the next Board meeting.

b The Chairman shall preside or if he is absent, the chair shall be taken in accordance with the procedure prescribed in Bye-law 12 (a) for Board meetings.

c No business shall be transacted unless written notice of it has been given to all Members not less than seven days' previously provided that the accidental omission to give notice to a Member or Members shall not invalidate any proceeding at the Meeting.

20. Notices
    Where any notice or other communication is by the Charter, these Bye-laws or otherwise required to be sent to any Member it shall be deemed to have been received by him if it is posted by first class mail addressed to him at the address shown in the register previously referred to and shall further be deemed to have been received by him not later than three days after it has been so posted.

21. Indemnity
    Every Board member and other officer or servant of the Council shall be indemnified by the Council against, and it shall be the duty of the Board out of the funds of the Council to pay, all costs, losses and expenses which any such person may incur or become liable to by reason of any contract entered into, or act or thing done by him as such Board member officer or servant or in any other way in the proper discharge of his duties, including reasonable travelling expenses.