MEMORANDUM OF ASSOCIATION AND RULES
as amended 2005, 2006, 2016
CERTIFICATE OF INCORPORATION
NO. 2 of 1905
I hereby certify, pursuant to Act XXI of 1860 of the Governor‑General of India in Council entitled 'An Act for the Registration of Literary, Scientific and Charitable Societies, 1860', that The Theosophical Society is duly incorporated as a Society under the aforesaid Act.
Dated 3rd April 1905
(Sd) A. PERIYASWAMI MOODALIAR
Registrar of Joint Stock Companies
THE THEOSOPHICAL SOCIETY
FOUNDED 17 NOVEMBER 1875, INCORPORATED 3 APRIL 1905
IN THE MATTER OF THE THEOSOPHICAL SOCIETY
MEMORANDUM OF ASSOCIATION
1. The name of the Association is The Theosophical Society.
2. The objects for which the Society is established are:
I. To form a nucleus of the Universal Brotherhood of Humanity, without distinction of race, creed, sex, caste or colour.
II. To encourage the study of Comparative Religion, Philosophy and Science.
III. To investigate unexplained laws of Nature and the powers latent in man.
(a) The holding and management of all funds raised for the above objects.
(b) The purchase or acquisition on lease or in exchange or on hire or by gift or otherwise of any real or personal property, and any rights or privileges necessary or convenient for the purposes of the Society.
(c) The sale, improvement, management and development of all or any part of the property of the Society.
(d) The doing of all such things as are incidental or conducive to the attainment of the above objects or any of them, including the founding and maintenance of a library or libraries.
3. The names, addresses and occupations of the persons who are members of, and form the first General Council which is the governing body of the Society, are as follows:
4. The Founders
Henry Steel Olcott, who with the late Helena Petrovna Blavatsky and others founded The Theosophical Society at New York, United States of America, in the year 1875, shall hold, during his lifetime, the position of President, with the title of 'President‑Founder', and he shall have, alone, the authority and responsibility and shall exercise the functions provided in the Rules and Regulations for the Executive Committee, meetings of which he may call for consultation and advice as he may desire.
5. Income and property applied to promotion of objects
The income and property of the Society, whencesoever derived, shall be applied solely towards the promotion of the objects of the Society as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus, or otherwise by way of profits to the persons who at any time are or have been members of the Society or to any of them or to any person claiming through any of them: Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Society or to any members thereof or other person in return for any services rendered to the Society.
6. Members of General Council not answerable
No member or members of the General Council shall be answerable for any loss arising in the administration or application of the said trust funds or sums of money or for any damage to or deterioration in the said trust premises unless such loss, damage or deterioration shall happen by or through his or their wilful default or neglect.
7. Vesting of Property on dissolution
If upon the dissolution of the Society there shall remain after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Society or any of them but shall be given or transferred to some other Society or Association, Institution or Institutions, having objects similar to the objects of this Society, to be determined by the votes of not less than three‑fifths of the members of the Society present personally or by proxy, at a meeting called for the purpose, or in default thereof by such Judge or Court of Law as may have jurisdiction in the matter.
8. Filing of Rules and Regulations, Memorandum
A copy of the Rules and Regulations of the said Theosophical Society is filed with this Memorandum of Association, and the undersigned being seven of the members of the Governing Body of the said Society do hereby certify that such copy of such Rules and Regulations of the said Theosophical Society is correct.
As witness our several and respective hands, this ...day of March 1905.
Witnesses to the signatures:
" ARTHUR RICHARDSON ….
" PYARE LAL ...
" PEROZE P. MEHERJEE …
(Sd.) H. S. OLCOTT
" W. A. ENGLISH
" FRANCESCA E. ARUNDALE
" UPENDRA NATH BASU
" ANNIE BESANT
" N. D. KHANDALVALA
RULES AND REGULATIONS
1. General Council
The General Council shall be the Governing Body of the Theosophical Society. All members of the General Council shall at all times be Fellows of the Society and not fewer than seven members of this Council shall be resident in India.
2. Members of the General Council
(a) The President, the Vice‑President, the Treasurer, the Secretary and the General Secretaries of the component National Societies (otherwise called Sections) shall ex‑officio be members of the General Council. The terms of those members of the General Council who hold office ex‑officio shall expire with the vacation of their qualifying office.
(b) The General Council shall include not fewer than 5 and not more than 12 Additional Members, among whom all past Presidents while in good standing shall automatically have place. Additional members shall on the nomination of the President be elected for a term of three years by vote of the General Council, their names having been sent to the Members at least one month before the Annual Meeting.
The voting period shall be one month. Voting may be by email or other expeditious means. Voting shall be taken as confirmed if a candidate has received a simple majority of votes.
A quorum for voting shall be identical to a quorum for a General Council meeting.
If there is a tied vote for or against a candidate the Chair shall have a casting vote additionally.
At the end of the voting period the Secretary shall send a list of all votes received to all members of the General Council for confirmation by a specified date. When the votes have been confirmed the President, or otherwise the Secretary, shall declare the election result.
(c) Members retiring shall be eligible for re‑election.
(d) The Secretary shall be the Secretary of the General Council.
3. Removal of Additional Members of the General Council
It shall be competent for the General Council to remove any of its Additional Members by a three‑fourths majority of its whole number of members, at a special meeting called for the purpose, of which at least three months' notice shall have been given, the quorum consisting, however, of not fewer than nine members.
4. Meetings of the General Council
(a) The General Council shall ordinarily meet once a year, at the time of the Annual Meeting or Convention of the Society, with three months’ notice given; but a special meeting may be called at any time by the President, and a meeting shall be called at any time by him, or if not by him, by the Secretary, on the written requisition of not less than one‑fourth of the total number of members; but of such special meetings not less than three months' notice shall be given, and the notice shall contain a statement of the special business to be laid before the meeting. Annual meetings and special meetings shall be called by electronic or other expeditious means.
(b) Whenever, at any time or place, a Convention or other function of the Society shall bring together a number of members of the General Council, the President at his discretion may call such members to a meeting for the purpose of study and discussion of any matters concerning the Society that he considers appropriate to lay before them. The meeting may then forward to the President its report on such matters and may make recommendations thereon. Such meetings shall be of a consultative nature without administrative or legislative authority, or may be of a legislative nature upon the decision of the General Council taken at least one year in advance.
In the event the President does not himself attend such a meeting he may appoint the Vice‑President or some other member of the General Council to preside in his stead.
The President or his Deputy shall give not less than thirty days' notice of such meeting to all members of the General Council who may be expected to be present at the function that provides occasion for the meeting, but all members of the Council shall have the right to attend.
(a) On the request of any member of the General Council any resolution or other item of business proposed by such member shall be placed on the Agenda, and circulated with brief supporting statements, for consideration at the next meeting of the General Council, provided that not less than four months' notice of such resolution or item of business shall be given to the Secretary.
This Rule shall not apply to Rule changes as per Rule 50.
(b) In respect of all decisions of the General Council, members thereof may vote in person, or in writing, or electronically, or by proxy duly given to another member of the General Council, for the particular decision concerned, or by any other agreed upon expeditious means such as recorded video conferencing. Except as aforesaid no member shall exercise more than one vote. No member shall be allowed to exercise more than 5 proxy votes. Proxies will only be valid for the meeting concerned.
(c) In respect of all decisions of the General Council, voting in writing shall be processed by sending voting slips by post or electronically, which should be completed and returned to the Secretary of the General Council no later than sixty days after the date of the covering letter. Votes received after the specified date shall be considered invalid.
Note: Meetings include adjourned meetings.
The quorum of an ordinary as well as of a special meeting of the General Council shall be nine members present in person or electronically if that is possible. If there be no quorum, the meeting may be adjourned sine die, or the Chairman of the meeting may adjourn it to another date, of which three months' further notice shall be given, when the business of the meeting shall be disposed of, irrespective of whether there is a quorum present or not.
7. Who Shall Preside
The President, or in his absence the Vice‑President, of the Society shall preside at all meetings of The Theosophical Society or of the General Council, and shall have a casting vote additionally in the case of an equal division of the members voting on any question before the meeting or the General Council.
8. Alternative Chairman
In the absence of the President and the Vice‑President, the meeting shall elect a chairman from among the members present at the meeting, and he shall have a casting vote additionally in the case of a tie.
9. President's term of office
The term of office of the President shall be seven years from the date of assuming office. A President shall serve no more than three seven-year consecutive terms of office.
10. Election of President
The procedure for election to the office of President shall be as follows:
(a) Seven months before the expiration of a President's term of office, or within three days of the office becoming vacant, the Executive Committee shall appoint a special Committee consisting of three members of the Theosophical Society in good standing including the Secretary, but excluding any candidate for the office of President, to carry out the election procedure as hereinunder detailed. It shall be automatically dissolved on the declaration of the voting result.
The members of the Election Committee shall remain neutral in regard to all aspects of the election process and shall not be entitled to make any nominations.
(b) Immediately on its appointment, the Election Committee shall instruct the Secretary to send out to the members of the General Council a written call for nominations for the office of President.
The call for nominations shall be sent by airmail or other expeditious means if airmail be unavailable, followed one week later by a second (duplicate) call.
(c) Any member of the Society in good standing, having been a member for at least ten consecutive years immediately preceding his nomination, may be nominated.
Each member of the General Council who is a General Secretary shall be entitled to nominate up to three different persons and shall consult his Governing Body before making nominations.
The President shall be entitled to make three different nominations.
The Vice‑President, Treasurer and each Additional Member of the General Council shall be entitled to make one nomination.
The nominator shall be responsible for ensuring that his nomination(s) reaches the Secretary within ten weeks of the date of the call for nominations.
The Secretary shall reconfirm individually with each nominator the name/s of their nomination/s.
The nominee shall be responsible for notifying the Secretary, within the above‑mentioned period of his acceptance of nomination. One written consent shall suffice for all nominations for that nominee.
(d) At the expiration of ten weeks, the Election Committee shall place all the nominations received, together with the relevant papers, before the Executive Committee at a meeting especially convened for the purpose.
At such meeting the Executive Committee shall examine the nominations.
The three nominees having the highest number of nominations shall alone be qualified to be on the voting list, but if two (or more) nominees qualify for the last place on the voting list, they shall both (or all) be included in the list.
No nominee shall be included in the voting list unless supported by at least twelve nominations.
The names of the nominees who thus qualify for inclusion shall be listed in alphabetical order.
This list, as finalized by the Executive Committee, shall be the voting list and shall not be subject to challenge.
However, in the event of a nominee dying or being so seriously incapacitated as to be unable to carry out the Presidential duties if elected, between the date of the call for nominations and the despatch of the voting list, the nomination procedure shall be repeated, commencing within seven days from the notification of the fact to the Secretary.
(e) The Secretary shall immediately write to each nominee to confirm their nomination.
The Secretary shall also immediately communicate in writing by email or other expeditious means (followed one week later by a second and duplicate communication) the voting list together with the names of the nominators of the respective candidates and biographical data of the candidates in accordance with Appendix A to these Rules, to the General Secretaries, Organizing Secretaries, and Presidential Representatives and to the Lodges (Branches) and Fellows-at‑large attached to Headquarters.
Each General Secretary, Organizing Secretary and Presidential Representative shall make known the names of the candidates and their nominators and candidates’ biographical data to the members in his area and take the votes in accordance with the instructions in Appendix B to these Rules of the individual members who have reached the age of eighteen years on the rolls of his National Society or area of administration who have been members in good standing for twenty‑four consecutive months immediately prior to the date of the call for nominations, and shall communicate the results to the Secretary in accordance with the instructions given in Appendix B to these Rules.
The Election Committee shall take the votes in accordance with the instructions given in Appendix B of these Rules of the members of the Lodges (Branches) and Fellows‑at‑large attached to Headquarters who have been members in good standing for two full years as on the date of the call for nominations.
The total number of eligible voters as well as the voting results must reach the Secretary within fifteen weeks of the date of issue of the voting list by him.
If only one name remains on the voting list the vote shall be taken on a 'For' or 'Against' ballot.
(f) At the expiration of fifteen weeks from the date of issue of the voting list by the Secretary, the voting results shall be totalled by the Election Committee and placed before the Executive Committee.
Within three days of the closing date of voting, the candidate who has received the largest number of votes shall be declared elected President and shall assume office not later than thirty days thereafter.
In the event of a tie, or of the rejection of a single candidate in a 'For' or 'Against' ballot, or of a candidate on the voting list dying or being so seriously incapacitated as to be unable to carry out the Presidential duties if elected, after the despatch of the voting list and before the final totalling of votes, the nomination and election procedure shall be repeated, commencing within seven days from the notification of the fact to the Secretary, and the President in office or the Vice‑President if he is temporarily filling such office, shall continue therein until a new President assumes office.
(g) Any complaints during the Election process shall be addressed to the Executive Committee, to which the Election Committee is solely accountable.
Note: A member is in good standing if his dues have been paid for the last official year to his Section, Regional Association or Presidential Agency or in the case of Lodges (Branches) attached direct to Adyar and Fellows‑at‑large to the Secretary or Treasurer concerned.
11. Nomination and election of Vice‑President; his duties
(a) Within three months of assuming a new term of office the President shall nominate the Vice‑President subject to confirmation as the result of a majority vote of those General Council members who vote. Voting may be by email, or other expeditious means. Voting shall be taken as confirmed if a candidate has received a simple majority of votes.
His term of office shall be at the discretion of the President but when the Vice‑President has been three years in office that office shall become vacant by the passage of time and the President, within three months, shall again make a nomination and submit it to the General Council.
A quorum for voting shall be identical to a quorum for a General Council meeting.
If there is a tied vote for or against a candidate the Chair shall have a casting vote additionally.
Notwithstanding this provision the Vice‑President shall remain in office and his term shall continue until a successor has been nominated and confirmed. The Vice‑President in office may be renominated. It shall be his duty, among other things, to carry on the executive functions of the President in case the President is dead or where the Executive Committee finds that he is disabled by accident, serious illness or otherwise from performing the duties of the President.
It shall be competent for the General Council to remove the Vice-President by a three‑fourths majority of its whole number of members, at a special meeting called for the purpose, of which at least three months' notice shall have been given, the quorum consisting, however, of not fewer than nine members.
(b) Notwithstanding anything herein contained the Vice‑President doing the duties of the President shall continue to be the Vice‑ President of the Society until a new Vice‑President has been nominated and his nomination confirmed by the General Council. In case of death, resignation or disability of such Vice‑President doing the duties of the President, the Executive Committee shall appoint a Vice‑President who shall hold office until the new President shall have nominated a new Vice‑President and his nomination be confirmed by a majority vote of the Members of the General Council as per clause 11(a), excluding the Vice-President in office.
12. Appointment of Secretary
The Secretary shall be appointed by the President and confirmed by a majority vote of the Executive Committee at its next meeting, the newly appointed officials not being present or voting. The Executive Committee may remove the Secretary by a vote of three fourths of the whole number of its members. In this event, the President shall make a new appointment. The Secretary’s term of office shall be at the discretion of the President.
13. Nomination and election of Treasurer
The President shall nominate the Treasurer, following consultation with and approval by the Executive Committee and subsequent confirmation by a majority vote of the General Council for a period of three years. In the event of an emergency, the President may appoint an acting Treasurer with the approval of the Executive Committee until such time as the General Council can confirm a new Treasurer in accordance with the procedure laid down above. The Treasurer may be removed from office by a majority vote of the General Council or by a vote of three‑fourths of the number of members of the Executive Committee. In such an event, the President shall nominate a new Treasurer, following consultation with and approval by the Executive Committee and subsequent confirmation by the General Council.
A quorum for voting shall be identical to a quorum for a General Council meeting.
If there is a tied vote for or against a candidate the Chair shall have a casting vote additionally.
14. Appointment of Executive Committee
(a) The General Council shall at each Annual Meeting appoint an Executive Committee for the ensuing year or until its next Annual Meeting, of not less than seven and not more than twelve members, of whom at least six shall be members of the General Council. The President, the Vice‑President, the Treasurer, and the Secretary shall be ex‑officio members. Vacancies caused by death or resignation or otherwise may be filled by co‑option.
(b) The General Council may delegate to the Executive Committee any of its powers and authority in the management of the business and affairs of the Society except:
(i) The power to amend or repeal the Rules;
(ii) The power to borrow money and incur indebtedness;
(iii) Such powers as are specifically reserved to the President.
The Executive Committee shall have such powers as are delegated to it by the General Council and as are specified in the Rules. The Executive Committee may recommend to the General Council programmes, policies or activities, but it may not initiate projects requiring major funds not within the current approved budget.
15. Meetings of Executive Committee
The Executive Committee shall meet at least once in every three months, receive and consider accounts and transact any other business. A special meeting may be called by the President whenever he thinks fit, and such meeting shall be called by him, or if not by him, by the Secretary, when he is required to do so by not fewer than four members of the Committee, who shall state to him in writing the business for which they wish the meeting to assemble.
16. Quorum of Executive Committee
At a meeting of the Executive Committee, five members shall constitute a quorum. The Executive Committee may meet either in person or by recorded videoconferencing.
17. Chairman of Executive Committee
The Committee shall, in the absence of the President and Vice‑President, elect a Chairman to preside over the meeting and in case of equality of votes the Chairman for the time being shall have a casting vote additionally.
18. President Custodian of Archives; Executive Officer; power to make appointments
The President shall be the custodian of all the archives and records of the Society, and shall be the Executive Officer and shall conduct and direct the business of the Society in compliance with its rules; he shall be empowered to make appointments and to fill vacancies, and shall have discretionary powers in all matters not specifically provided for in these Rules.
19. Receipt of moneys
All subscriptions, donations and other moneys payable to the Society shall be received by the Treasurer, or his Deputy or Assistant designated for the purpose, the receipt of any of whom in writing shall be sufficient discharge for the same.
20. Deposits, Signatories
The securities and uninvested funds of the Society shall be deposited in such Bank or Banks as the Executive Committee shall select; and in countries outside of India, in such Banks as the President shall select. Cheques drawn against the funds shall be signed by any two of the following: the President, the Treasurer, the Secretary and any other persons appointed by the President for the purpose under Rule 12.
21. Power of Attorney
(a) Notwithstanding anything in these rules to the contrary the President may, touching the assets and affairs of the Society beyond India, at any time and from time to time by a Power of Attorney appoint any persons to be the Attorneys of the Society for such period and subject to such conditions and for such purposes and with such authorities and powers as he may think fit, and he may if necessary affix the Seal of the Society thereto.
Without prejudice to the general powers conferred as aforesaid, the President may grant power and authority among others to sell, grant, mortgage, lease or otherwise transfer the assets of the Society, movable or immovable, real or personal, and to receive subscriptions, donations, legacies, moneys and other property, movable or immovable, and to institute, continue, compromise, compound or refer to arbitration any actions, suits, or other proceedings, and to take and hold shares in any company, and to vote at any meetings thereof, and to sub‑delegate all or any of his powers, and to give receipts and release, and to sign, seal and deliver any instrument or document and have the same registered.
(b) The funds of the Society may be invested by the President, with the advice and consent of the Executive Committee, in Government or other Public Securities, Unit Trust of India, Term Deposits in scheduled banks, fixed deposits and bonds of Government of India undertakings and other categories of investments permitted under Section 11(5) of the Income Tax Act 1961, or in the purchase of immovable property or First Mortgages in such property.
Disposal of Adyar Estate
(c) The Adyar Estate of the Society in Madras including the Society's original Headquarters and all other properties in Adyar since acquired by gift, purchase or otherwise, shall not at any time be disposed of by sale, gift, exchange, mortgage or otherwise; save that the President, if specially authorized by a resolution of the General Council, passed by a three‑fourths vote of their members, voting in person, in writing or by proxy, may dispose of such outlying portions of the said Adyar Estate, as may be specified in such Resolutions.
Transfer of investments and other property
(d) The President may, with the advice and consent of the Executive Committee, sell, mortgage or otherwise transfer any investment in Government or other public securities, or investments permitted under Section 11(5) of the Income Tax Act, 1961, or any movable or immovable property of the Society other than those mentioned in Rule 21(c).
22. Affixing of Seal, Signatures
(a) All deeds whereby immovable properties belonging to the Society are transferred or otherwise dealt with shall have affixed to them the Seal of the Society with the signature of the President and of the Secretary. In case of the absence of the President or Secretary or where the Executive Committee finds that either of them is by reason of disability caused by accident, illness or otherwise, unable to act, it may appoint two of its members to sign in place of the President or Secretary as the case may be.
Transfer of movable property
(b) All transfers of movable property, if in writing, shall bear the signature of the President and of the Secretary but need not have affixed to them the Seal of the Society. In case of the absence of the President or where the Executive Committee finds that he is by reason of disability caused by accident, illness or otherwise, unable to act, it may appoint two of its members to sign in place of the President.
Note: The procedure detailed in this Rule is without prejudice to the powers conferred under Rule 21(a).
23. President may sue
The Society may sue and be sued in the name of the President or Secretary.
24. Secretary to affix Seal
The Secretary may, with the authority of the President, or of the two substitutes appointed according to Rule 22, affix the Seal of the Society on all instruments requiring to be sealed, and all such instruments shall be signed by the President or by the two substitutes above mentioned and the Secretary.
25. Death or resignation of President
On the death or resignation of the President, the Secretary shall at once make arrangements for the election of a new President, in accordance with Rule 10, and until such new President is elected the Vice‑President shall perform the duties of President.
Headquarters of the Society are established at Adyar, Madras, and are outside the jurisdiction of the Indian Section.
27. Permission to reside
The President shall have full power and discretion to permit to any person use of any premises or portion thereof in the Adyar Estate for occupation and residence, on such terms as the President may lay down, or to refuse permission so to occupy or reside. Any person occupying such premises under the permission granted by the President shall, on a fortnight's notice given by or on behalf of the President, unconditionally quit the premises before the expiry of that period. When circumstances warrant it, the fortnight's notice may be dispensed with and the person shall quit immediately when required to do so.
28. Eligibility for membership
Every person of ten full years of age, without distinction of race, creed, sex, caste or colour, shall be eligible for membership in the Society, but those under the age of eighteen shall be admitted to membership only with the written consent of parent or guardian, and shall have no right to vote until they have reached the age of eighteen years.
29. Admission to membership
(a) Admission to membership may be obtained through the President of a Lodge (Branch), the General Secretary of a National Society, Organizing Secretary or Presidential Representative or through the Secretary; and a Diploma (Certificate) of membership shall be issued to the Fellow, bearing the signature of the President, and countersigned by the General Secretary, Organizing Secretary or Presidential Representative, where the applicant resides within the territory of a National Society, Regional Association or Presidential Agency, or countersigned by the Secretary, if admission to membership has been obtained through the Secretary.
(b) Admission to membership shall be at the discretion of the National Society or the International Secretary, as the case may be.
(c) The date of membership will begin:
(i) When admission has been made through the General Secretary, Organizing Secretary, or Presidential Representative from the date of acceptance by the General Secretary, Organizing Secretary or Presidential Representative as entered by him and duly reported to the Secretary at Adyar.
(ii) When admission has been made through the Secretary, from the date of acceptance of the application by him, and so recorded in his office.
(d) Members may not be full members of more than one Lodge (Branch) at a time, but may be accepted as Affiliated or Honorary Members of Lodges (Branches) other than the one in which they are full members. Affiliated or Honorary Members may possess such rights and privileges as are accorded to them by the Lodge (Branch) in which they hold such membership, but they shall not be founder members of new Lodges (Branches), but if a member becomes a founder member of a new Lodge (Branch), he must become a full member of such Lodge (Branch) and shall relinquish full membership in any other Lodge (Branch). Affiliated or Honorary Members are not to be counted in the international records or vote in international elections other than through the Lodges (Branches) in which they hold full membership.
(e) Without prejudice to the provisions of Rule 10, no member in good standing for less than twenty‑four consecutive months immediately prior to the date of voting shall have the right to vote in elections and other matters pertaining to Lodges, Federations, Regional Associations, National Societies or other duly constituted bodies of the Theosophical Society. In the case of newly formed Lodges (Branches), or where the civil code or corporate law prohibits restrictions on voting rights, the General Secretary, or National Council or Committee, or the International Secretary, as the case may be, shall have the power to waive the requirements of this rule.
Where such waiver becomes necessary, alternative safeguards shall be provided to ensure that the character of the Society is preserved in all its duly constituted bodies, and properties safeguarded.
30. Lodges and Fellows within a National Society
Lodges (Branches) and Fellows, whether unattached or attached to a Lodge (Branch), residing within the territory of a National Society, shall normally belong to that National Society, unless coming under Rule 31.
Provided that with the consent of the General Secretaries concerned a member who belongs to one National Society may, while retaining his membership of that National Society, belong to another National Society as an Affiliated or Honorary Member, but he shall not cast a vote in matters relating to The Theosophical Society in the National Society in which he is an Affiliated or Honorary Member.
When a National Society under its own rules provides for Life Membership in that National Society, such Life Membership shall no longer be effective where a Member resides in the territory of or transfers his membership to another National Society, unless the specific approval of the General Secretaries concerned has been granted.
31. Lodges and Fellows within a National Society but attached direct to Adyar or to another National Society
(a) When an individual Fellow in good standing, for any serious and weighty reason, sufficient in the opinion of the President to justify such action, is desirous of leaving the National Society to which he belongs, but is not desirous of leaving The Theosophical Society, such individual Fellow may become directly attached to Headquarters, Adyar, severing all connection with the National Society. Such application must be made through the General Secretary of the National Society concerned who shall be under obligation duly to forward such application to the President as expeditiously as possible. This shall equally apply in the case of the admission of any new member.
(b) A Fellow of The Theosophical Society in good standing who is desirous of leaving the National Society to which he or she belongs or ought to belong under Rule 30 and of joining another National Society, may be permitted by the President to do so provided such Fellow presents reason sufficient in the opinion of the President to justify such action, and provided further that the application for transfer is submitted with the approval of the General Secretaries of both National Societies concerned.
This rule shall apply equally in the case of the admission of a new member.
(c) When a Lodge (Branch), for any serious and weighty reason, sufficient in the opinion of the President to justify such action, is desirous of leaving the National Society to which it belongs, but is not desirous of leaving The Theosophical Society, such Lodge (Branch) may become directly attached to Headquarters, Adyar, severing all connection with the National Society. Such application must be made through the General Secretary of the National Society concerned who shall be under obligation duly to forward such application to the President as expeditiously as possible.
Before any Lodge (Branch) shall have the right to apply to be directly attached to Headquarters, Adyar, it shall have mailed to each of its members individually a notice that such application is, about to be considered. Such notice must be mailed not less than two weeks before the meeting at which such consideration is to take place, and voting on the application shall be deferred until two months after that meeting. If at such first meeting, or any succeeding meeting pursuant thereto, it is decided to bring the application to a vote as herein provided, a full report of the reasons for such action shall at once be sent to the General Secretary of the National Society concerned.
Any application for separation from the National Society to which a Lodge (Branch) belongs shall be ineffective unless two‑thirds: of the members of the Lodge (Branch) vote in favour thereof.
(d) In the event of any undue delay in the transmission of any application under any of the foregoing provisions of this Rule, a correct copy of such application (duly signed or otherwise authenticated) may be transmitted directly to the President by the Fellow or Lodge (Branch) concerned, and the President may act on such copy if in his absolute discretion it appears to him to be fit or proper that he should so act. Any action so taken by the President shall be as valid and effectual, for all purposes, as if it had been taken on the original application submitted for transmission to the President. The Fellow or Lodge (Branch), when forwarding such copy to the President directly, shall state the full grounds and reasons for the direct transmission.
32. Lodges and Fellows where no National Society exists
Lodges (Branches) or Fellows‑at‑large, in countries where no National Society exists, must apply for their Charters or Diplomas (Certificates) directly to the Secretary, and may not, without the sanction of the President, belong to National Societies within the territorial limits of which they are not situated or resident.
33. Formation of a Lodge
Any seven Fellows may apply to be chartered as a Lodge (Branch). In a country where no National Society exists the application must be forwarded to the President of the Society through the Secretary.
The Presidents, Secretaries and other Officers, including Committee Members, of Lodges (Branches) shall have been members in good standing for not less than twenty‑four consecutive months immediately prior to their election. In the case of newly formed Lodges (Branches), or in other special circumstances, the General Secretary or National Council or Committee, or the International Secretary, as the case may be, shall have the power to waive the requirements of this rule.
Three or more members, but less than seven, may apply for certification as an Official Study Centre, but such Official Study Centres shall not be considered as units to be counted in application for the formation of a National Society.
34. President grants, refuses Charters
The President shall have authority to grant or refuse applications for Charters, which if issued, must bear his signature and that of the Secretary, and the Seal of the Society, and be recorded at the Headquarters of the Society.
35. Formation of a National Society
(a) A National Society may be formed by the President, upon the application of seven or more chartered Lodges (Branches) consisting of at least 70 members of the Society in good standing.
Formation of a Section
(b) Upon the application of seven or more chartered Lodges (Branches) in areas which are territorially adjacent and in which there are not sufficient Lodges (Branches) for each national group to form a National Society, the President shall have authority at his discretion to issue (and to cancel) a Charter constituting such Lodges (Branches) into a Section. The Charter shall confer the same powers as one issued to a National Society. In all respects the rules applying to National Societies shall apply to any group of Lodges (Branches) holding a Charter under this rule.
Formation of a Regional Association
(c) The President shall have authority at his discretion to issue (and to cancel) a certificate of Regional Association to any national or territorially adjacent group of Lodges (Branches) not sufficient in number or otherwise unable to form or to maintain a National Society, as defined in these Rules, or where in his judgement territorial division or other causes have made such Regional Association necessary or desirable. Any such Regional Association may elect an Organizing Secretary or other executive officer or officers for the purpose of further organization and the transaction of business.
A Regional Association shall not appoint a General Secretary (as the term is used in these Rules) nor be represented on the General Council. In all other respects the Rules applicable to National Societies and to General Secretaries shall apply to Regional Associations and to their chief executives.
Appointment of Presidential Representatives
(d) The President shall have authority at his discretion to appoint and to withdraw appointments of Presidential Representatives to act under his instructions for the purposes of conducting the business and administration of the Society in any place and in any respect not inconsistent with these Rules, including the area of a National Society or Regional Association which has been dissolved, or whose Charter or Certificate, as the case may be, has been cancelled. Each such appointment and the power delegated to each such Representative shall be evidenced by a Letter of Appointment referring to this Rule.
36. Authority of Charters and Diplomas
(a) All Charters of National Societies or Lodges (Branches) and all Diplomas of membership derive their authority from the President, acting as Executive Officer of the General Council of the Society, and may be cancelled by the same authority.
(b) Without prejudice to the provisions of sub‑rule (a), a National Society, Section or Regional Association may cancel the Charter of a Lodge (Branch) or Diploma of membership within its area. This power shall be exercised by the Governing Body or Committee which is responsible according to the constitution, rules and regulations of the National Society, Section or Regional Association, for the management of the business and affairs of the National Society, Section or Regional Association. The order of cancellation shall also specify that the Lodge (Branch) or member has the right of appeal to the President against the cancellation within a period of three months from the date of receipt of the order of cancellation of the Charter or Diploma.
(c) The Lodge (Branch) or member, as the case may be, may appeal to the President against the cancellation of its Charter or (his) Diploma of membership under sub‑rule (b) within a period of three months from the date of receipt of the order of cancellation of the Charter or Diploma and the President may either uphold or quash the order of cancellation. The decision of the President shall be deemed to be effective from the date of the order of cancellation of the Charter or Diploma by the National Society, Section or Regional Association.
Provided that if the President does not pass an order on the appeal within a period of twelve months from the date of receipt of the appeal, the cancellation of the Charter or Diploma shall be deemed to have been upheld.
Minimum number of members for National Society
(d) If at any time the number of members in good standing of a National Society falls below seventy or the number of Lodges (Branches) falls below five the President may, at his discretion withdraw its Charter.
In the event of the Charter not being withdrawn, the General Secretary of the Section concerned shall cease to have voting rights as a member of the General Council until the necessary numerical strength is recovered.
37. Rules of Lodges and National Societies
Each Lodge (Branch) and National Society shall have the power to make its own Rules which shall not be incompatible with the Rules of the National Society to which the Lodge (Branch) belongs or with the Rules of The Theosophical Society.
All Rules of Lodges (Branches) and National Societies and amendments thereto shall be submitted for approval within thirty days of their adoption as follows:
(a) In the case of a Lodge (Branch) belonging to a National Society, all such Rules and amendments shall be submitted to the General Secretary of that National Society, and shall be put into force if approval has not been refused within ninety days of acknowledgement of their receipt by the General Secretary of the National Society.
(b) In the case of a National Society, or of a Lodge (Branch) not situated within the territory of a National Society, or of a Lodge directly attached to Adyar under Rule 31 (c) all such Rules or amendments thereto shall be submitted directly to the International President, and shall be put into force if approval has not been refused within nine months of acknowledgement of their receipt.
If by a change made in a Rule of the Theosophical Society, any Rule of a National Society, which was previously not incompatible with the Rules of the Theosophical Society, ceases to be compatible, such a rule of the National Society shall cease to be valid and shall be amended so as to be in consonance with the Rules of the Theosophical Society.
If by a change made in a Rule of a National Society, any Rule of a Lodge (Branch) which previously was not incompatible with the Rules of the National Society, ceases to be compatible, such a Rule of the Lodge (Branch) shall cease to be valid and shall be amended so as to be in consonance with the Rules of the National Society.
In the event of a rule becoming invalid on account of such incompatibility, and in respect of any matter on which the rules of any duly constituted body of the Theosophical Society are silent, the Rules of the Theosophical Society shall automatically apply.
38. General Secretary
(a) Every National Society shall elect a General Secretary, who shall be the channel of official communication between the General Council and the National Society.
(b) The General Secretary shall be elected according to the procedure laid down in the rules and regulations of the National Society for a term not exceeding three years. He shall, however, be eligible for re‑election for a further term or terms, if the rules of the National Society permit it.
(c) The General Secretary shall generally reside within the area of the National Society and shall not be absent from the area for any period or periods exceeding the limit prescribed by the National Society.
(d) General Secretaries, Organizing Secretaries and other officers, including Committee Members of National Societies and Regional Associations, shall have been members in good standing for not less than thirty‑six consecutive months immediately prior to their election to the office concerned. Provided that in special circumstances, the National Council or Committee shall have power to waive the requirements of this rule.
39. Annual Report
The General Secretary of each National Society, the Organizing Secretaries, Presidential Representatives and Secretaries of Lodges directly attached to Adyar shall forward to the President, annually, not later than the first day of November, a report of the year's work, along with an audited financial statement of accounts with an English translation where necessary; and at any time furnish any further information the President or the General Council may desire.
40. National Societies known as Sections
National Societies hitherto known as Sections which have been incorporated under the name of 'The ... Section of The T.S.' before the year 1908, may retain that name in their respective countries, in order not to interfere with the incorporation already existing, but shall be included under the name of National Societies for all purposes in these Rules and Regulations.
41. Fees and Subscriptions
The President, Secretary and Treasurer shall together have the power to fix or vary fees and charges payable to the General Treasury by Lodges (Branches) not comprised within the limits of any National Society; for Charters of such Lodges (Branches); for Diplomas of Membership and for Annual Subscription of Fellows of such Lodges (Branches); and in the case of Lodges (Branches) comprised within the jurisdiction of a National Society, Regional Association, or Presidential Agency for Charters when printed at or supplied by the Adyar Headquarters. The Secretary should inform the General Council within three months of any changes in fees and charges. The Annual Subscription of Fellows other than Fellows‑at‑large or members of Lodges (Branches) attached directly to Adyar shall be the amount prescribed for Annual Subscription by the bylaws or other regulations of the National Society to which such Fellows are attached, or equivalents.
42. Fellows‑at‑large: Fees and Subscriptions
Fellows‑at‑large resident within the territory of a National Society under the Provision of Rule 31(a) shall pay to the General Treasury as Entrance Fee and as Annual Subscription the amounts prescribed by the bylaws or other regulations of such National Society, but not less than the fee and subscription fixed for a Fellow‑at‑large not resident within the territory of a National Society.
Fellows‑at‑large not resident within the territory of a National Society, shall pay such Entrance Fee, Diploma Fee and Annual Subscription as shall be fixed by the President, Secretary, and Treasurer. The Secretary shall inform the General Council of any changes in such fees within three months of their being made.
43. Fees to Adyar and Close of the Financial Year
(a) Each National Society shall pay into the General Treasury fifteen percent of the total amount of fees payable by members to that National Society and shall remit the same to the Treasurer at Adyar on or before the first day of March of the current year, and the financial year of The Theosophical Society shall close on 31st March.
Presidential Agencies: Dues
(b) Notwithstanding the provisions of Rule 41 and Rule 42, the President at his discretion may authorize Presidential Representatives to collect dues in territories to which they have been appointed and to remit in accordance with Rule 43 (a).
44. Cancellation of Charter or dissolution of National Society or Lodge
In the event of the cancellation of any Charter under Rule 36, or the dissolution of any National Society or of a Lodge (Branch), the constituent Charter of the National Society or of the Lodge (Branch), granted by the President, shall ipso facto become forfeited or lapsed, and all property, real or personal, including Charters, Diplomas, Seal, Records and other papers belonging to or in the custody of such National Society or Lodge (Branch) shall vest as follows:
Vesting of property of National Society or Lodge
(a) in the Society, in the case of a National Society or of a Lodge (Branch) not within the territory of a National Society or of a Lodge (Branch) coming under Rule 31(c) except where the law of the country where the National Society or Lodge (Branch) is situated prohibits such vesting, in which case the property shall vest (as hereinafter provided) and delivery shall be made to the President, or to his nominee on his behalf. All the assets and property, real or personal, of such National Society or Lodge (Branch) shall be held in trust for the work of the Theosophical Society in the land of that National Society or Lodge (Branch).
(b) in the National Society in which the Lodge (Branch) is situated, in the case of a Lodge (Branch) within the territory of a National Society, said Lodge (Branch) not coming under Rule 31(c), and delivery shall be made to the General Secretary of the said National Society.
No National Society or Lodge (Branch) whose Charter shall have become forfeited or lapsed shall continue to use the name, motto, or seal of the Society except for the purpose of vesting in the Society or in the National Society, as the case may be, the real and personal property of such National Society or Lodge (Branch).
(c) Provided, nevertheless, that the President shall have power to revive the Charter of the National Society or the Lodge (Branch), as the case may be, whose Charter shall have become so forfeited or lapsed, and to transfer the said Charter to other Lodges (Branches) being not fewer than seven in number, or to other Fellows being not less than seven in number, as the case may be, or to such other nominees of his as in his judgement shall seem best for the interest of the Society.
Provided further that in cases in which the Charter of a Lodge (Branch) had been cancelled by a National Society, Section or Regional Association under sub‑rule (b) of Rule 36 and, on an appeal under sub‑rule (c) of that Rule, the President quashes the order of cancellation, all property of the Lodge (Branch) shall again vest in the Lodge (Branch), and shall be deemed to have remained so vested from the date of the order of cancellation of the Charter by the National Society, Section or Regional Association.
In cases under (a) above, where such vesting in the Society is prohibited by the law of the country in which is situated the National Society or the Lodge (Branch) whose Charter has become forfeited or lapsed as aforesaid, the property shall vest in a local Trustee or Trustees appointed by the President.
To effect any transfer of property, to which the Society may become entitled under this Rule, it shall be lawful for the President to appoint an agent or nominee for the purpose of executing any necessary document or documents, or for taking any steps necessary effectually to transfer the said property to the Society.
When the Charter of a National Society is cancelled or a National Society is dissolved, the conduct of the entire business and administration of the Society in the area of such National Society ipso facto vests in the President and all office‑bearers, committees or bodies, by whatever name called, concerned with the conduct of the business and administration thereof shall automatically cease functioning.
45. Financial Accounts
The financial accounts of the Society shall be audited annually by qualified Auditors who shall be appointed by the General Council at its Annual Meeting for the ensuing year.
46. Annual General Meeting
The Annual General Meeting or Convention of the Society shall be held at such time and in such place as shall be determined by the Executive Committee in June of each year, but such Annual General meeting or Convention must be held within nine months of the close of the Society's year and may be held outside India not more than once in every three years. National Societies desirous of inviting the Convention and able to make due arrangements for its accommodation, shall send the invitation at least twelve months prior to the Convention with particulars of the arrangements they propose to make.
47. World Congress
Not more than once in every seven years a World Congress of The Theosophical Society may be held at a place and date to be fixed by the General Council, but so as not to interfere with the Annual Convention.
48. Special meetings
The President shall have the power to convene special meetings of the Society at his discretion.
49. Protection of the Cultural and Natural Heritage of the Adyar Estate of the International Headquarters of The Theosophical Society
a) The Adyar Estate of the Theosophical Society is a unique Cultural and Natural Heritage Site, possessing exceptional historical, cultural and spiritual values, based on the fundamental principle of Unity of humankind, as well as remarkable ecosystems with flora and fauna, which is highly significant and important to the Theosophical Society and constitutes an irreplaceable Cultural and Natural Heritage of outstanding universal value for the present and future.
(b) The Theosophical Society including its General Council, Executive Committee, and all elected and appointed officials shall preserve, maintain and safeguard the integrity of the Adyar Estate, as an exceptional and irreplaceable Cultural, Natural and Spiritual legacy for the Theosophical Society and for the world.
(c) The Theosophical Society including its General Council, Executive Committee, and all elected and appointed officials shall endeavour to maintain a balanced atmosphere, ensuring that the historic past co-exists in harmony with the sustainable management of natural resources and enriching the same based on the principle of Unity in diversity and the three Objects of the Society.
(d) A Management Plan for Conservation and Operational Guidelines shall be developed to improve the management of the heritage resources including the buildings, shrines and temples, trilithons, monuments, gardens, flora and fauna among others, as well as the archives, museum and library collections.
(e) For the purposes of this rule:
“Cultural heritage” shall refer to the totality of cultural property with notable and cultural significance preserved and developed through time and passed on to posterity.
“Natural heritage” shall refer to areas possessing outstanding ecosystems with flora and fauna, having significant value from an aesthetic, scientific or environmental view.
50. Changes in Rules and Regulations
Notwithstanding anything contained in Rule 5, the General Council, of their own motion or on the motion of the Executive Committee and after at least three months’ notice has been given to each member of said Council, may, by a three‑fourths vote of those members who vote in person, in writing, or by proxy, make, alter or repeal the Rules and Regulations of the Society, in such manner as it may deem expedient.
The General Council may frame bylaws not inconsistent with these Rules and Regulations and may add to, alter, or repeal such bylaws, consistently with the said Rules and Regulations, as it may deem expedient.
A. Biographical Data of Presidential Candidates
Each candidate shall submit to the Secretary biographical data not exceeding two hundred words.
The following information shall be included: (a) date and place of birth (b) education (c) past and present occupations (d) date of joining The Theosophical Society (e) work done for The Theosophical Society.
Other information may be included but must be factual and shall not contain statements of opinion or policy.
The biographical data for circulation shall be drawn up by the Election Committee on the basis of the information supplied by the candidates, and shall be approved by the Executive Committee (excluding any candidates for election) before being issued.
B. Voting Procedure for a Presidential Election
Note: Where the term ‘General Secretary’ is used, it refers also to Organizing Secretary and Presidential Representative. Where the term 'Section' is used, it refers also to National Society, Regional Association and Presidential Agency.
(a) The Section shall print the voting papers and biographical data with the names of the nominators as soon as the names of the nominees are announced.
Where practicable, in the view of the General Secretary, all the papers should be in the language(s) of the area.
It shall be the responsibility of the General Secretary to ensure that the voting papers together with the nominators’ names and candidates’ biographical data in full are sent to each member.
Other material concerning the candidates shall not be circulated.
(b) The voting papers shall consist of two parts: the voting slip, and the letter form which the member signs and addresses to the General Secretary.
Each member shall be given two envelopes, a small one in which he will place only the voting slip and seal it, and a larger one addressed to the General Secretary, in which he will enclose the small sealed envelope and the letter form signed by him.
The larger envelope shall be sent by post/courier or handed over to the General Secretary. A group of members may send their larger envelopes together in a postal/courier package or hand over the same to the General Secretary.
(c) As the papers are received, the General Secretary, with the scrutineers appointed by the Executive Committee of the Section (preferably not members of that committee), shall open the larger envelopes addressed to him to ensure the validity of the votes by checking the eligibility of the voter who has signed the letter form.
He shall then put the small sealed envelopes containing the voting slips into a sealed box.
This box shall be opened on the appointed day by the scrutineers. Voting papers received after this day shall be treated as invalid and shall be destroyed unopened.
The scrutineers shall open the small envelopes and count the votes given to each candidate (or the number of 'For' or `Against' votes if there is but one candidate).
(d) The General Secretary shall record the result of the count on Form C which will be supplied from the Secretary's Office at the same time as the list to be voted upon.
He shall place Form C in the small envelope labelled `Voting Result ..... Section', seal the envelope and enclose it in the larger envelope addressed to the Secretary.
This must be sent by airmail, or other expeditious means to reach the Secretary within fifteen weeks from the date of issue of the voting list by him.
Provided further that Form C, duly signed by the General Secretary, may be sent by fax, within the time limit mentioned above.
(e) The small envelope containing the voting results of the Section shall be kept unopened in a sealed box by the Secretary until the close of voting.
It shall then be opened by the Election Committee.
The larger envelope shall be kept separately and shall not be destroyed
until after the voting results are announced, and under the . authority of the Executive Committee.
(f) If the voting returns have not been received by the Secretary within twelve weeks of the date of issue of the voting list by him, he shall inform the General Secretary concerned, advising him of this fact.
The General Secretary shall immediately send to the Secretary by airmail or other expeditious means a second (duplicate) voting return in a sealed enveloped marked 'Duplicate'.
Voting results received after the closing date will be destroyed unopened by the Secretary in the presence of three members of the Executive Committee, nominated by the said Committee, and the particulars of the Section from which the voting results were received and the date on which they were received, shall be recorded in writing, and the Secretary and the three members of the Executive Committee shall affix their signatures thereto.
(g) All ballot papers shall be stored by General Secretaries for a minimum of twelve months after the declaration of the results or longer should a dispute, if one has arisen, not be resolved.