Theos-Talk Archives (November 2008 Message tt00265)

MEMORANDUM OF ASSOCIATION, ETC.  

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.  

(Sd) A. PERYIASWAMI MOODALIAR  

Station Madras Registrar of Joint Stock Companies  

Dated 3rd April 1905  
-----------------------------

THE THEOSOPHICAL SOCIETY  

FOUNDED 17 NOVEMBER 1875, INCORPORATED 3 APRIL 1905  
  
In the matter of Act XXI 1860 of the Acts of Viceroy  

and Governor-General of India in Council, being  

an Act for the registration of literary,  

scientific and charitable Societies  
  
and  

IN THE MATTER OF THE THEOSOPHICAL SOCIETY  
  -------------  

MEMORANDUM OF ASSOCIATION  
  

1. The name of the Association is The Theosophical Society.  

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 or the property or 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 or, and form the first General Council which is the governing 
body of the Society, are as follows:  

GENERAL COUNCIL  

Ex-Officio  

President-Founder: H. S. Olcott, Adyar, Madras, Author. Vice-
President: A. P. Sinnett, London, England, Author. Recording 
Secretary: Hon. Sir S. Subramania Aiyar, Madras, Justice of the High 
Court. Treasurer: W. A. English, M.D., Adyar, Madras, Retired 
Physician.  

Alexander Fullerton, General Secretary, American Section, 7, West 8th 
St., New York.  

Upendra Nath Basu. B.A., LL.B., General Secretary, Indian Section, 
Benares, U.P.  

Bertram Keightley, M.A., General Secretary, British Section, 28, 
Albemarle St., London, W.  

W. G. John, General Secretary, Australasian Section, 42, Margaret 
Street, Sydney, N.S.W.  

Arvid Knos, General Secretary, Scandinavian Section, 
Engelbrechtsgatan, 7, Stockholm, Sweden.  

C. W. Sanders, General Secretary, New Zealand Section, Queen Street, 
Auckland, New Zealand.  

W. B. Fricke, General Secretary, Netherlands Section, 76, Amsteldijk, 
Amsterdam.  

Th. Pascal, M.D., General Secretary, French Section, 59, Avenue de la 
Bourdonnais, Paris.  

Decio Calvari, General Secretary, Italian Section, 380, Corso Umberto 
I., Rome.  

Dr Rudolf Steiner, General Secretary, German Section, 95, 
Kaiserallee, Friedenau, Berlin.  

Jose M. Masso, Acting General Secretary, Cuban Section, Havana, 
Cuba.  

Additional 
Annie Besant, Benares, Author, [for 3 years]. G. R. S. Mead, London, 
Author, [for 3 years].  
Khan Bahadur Naoroji Dorabji Khandalvala, Poona, Special Judge, [for 
3 years]. Dinshaw Jivaji Edal Behram, Surat, Physician, [for 2 
years]. Francesca E. Arundale, Benares, Author [for 2 years] 
Tammacharla Ramachandra Row, Gooty, Retired Sub-Judge, [for 1 year]. 
Charles Blech, Paris, France, Retired, Manufacturer, [for 1 year].  

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:  

(Sd.) WM GLENNY KEAGEY  

" ARTHUR RICHARDSON  

" PYARE LAL  

" PEROZE P. MEHERJEE  
  
[The above witnessed the seven signatures below - Ed].  
  
 (Sd) H.S. OLCOTT  

" W.A. ENGLISH  

" SUBRAMANIAM  

" FRANCESCA E. ARUNDALE  

" UPENDRA NATH BASU  

" ANNIE BESANT  

" N.D. KHANDALVALA  
  


 RULES AND REGULATIONS FOR THE MANAGEMENT OF THE ASSOCIATION 
NAMED  'THE THEOSOPHICAL SOCIETY', ADYAR, MADRAS  
 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. Other members shall on 
the nomination of the President be elected for a term of three years 
by vote or the General Council at its Annual Meeting, their names 
having been sent to the Members of the General Council at least three 
months before the Annual Meeting.  


 (c) Members retiring shall be eligible for re-election.  


 (d) The Secretary shall be the Secretary of the General Council.  


 3. Removal of General Council members and officers  

 It shall be competent for the General Council to remove any of its 
members, or any officer of the Society excepting the President of the 
Theosophical Society and excepting the General Secretaries of 
National Societies, by a three-fourths majority or 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 five 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; 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.  


(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.  

5. Resolutions  
  
 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 three months' notice of such 
resolution or item of business shall be given to the Secretary.  


 (b) At all meetings of the General Council, members thereof may vote 
in person, or in writing, or by proxy duly given to another member of 
the General Council for the particular meeting concerned. Except as 
aforesaid no member shall exercise more than one vote. No member 
shall be allowed to exercise more than 5 proxy votes.  

 Note: Meetings include adjourned meetings.  

 6. Quorum  

 The quorum of an ordinary as well as of a special meeting of the 
General Council shall be five members. 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 in the case of an 
equal division or the members voting on any question before the 
meeting.  


 8. President  

 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 in the case of a tie.  

 9. President's term of office  

 The term of office for the President shall be seven years from the 
date of assuming 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 or 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. This Committee shall be known as the Election Committee and 
shall be answerable only to the Executive Committee. It shall be 
automatically dissolved on the declaration of the voting result.  

 (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 make three nominations 
and shall consult his Governing Body before making nominations. The 
President shall be entitled to make three nominations. The Vice-
President, Secretary, 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 
nomina- tion. 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 then immediately communicate in writing by 
airmail or other expeditious means (followed one week later by a 
second and duplicate communication) the voting list together with 
biographical data of the candidates in accordance with Appendix A to 
these Rules, to the General Secretaries, Regional Secretaries, 
Organizing Secretaries, and Presidential Representatives and to the 
Lodges (Branches) and Fellows-at-large attached to Headquarters. Each 
General Secretary, Regional Secretary, Organizing Secretary and 
Presidential Representative shall make known the names of the 
candidates and their 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 on the rolls of his National 
Society or area or administration who have been members in good 
standing for two full years as on 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 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 or 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.  

 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 office the President shall 
nominate the Vice-President subject to confirmation by the General 
Council. 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. 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 or 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.  

 (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 the General Council.  

 Rules and Regulation. 
 12. Appointment of Secretary and other officials  

  The Secretary and such subordinate officials as are necessary 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 any of these appointees, by a vote of three-fourths of the 
whole number of its members. In this event, the President shall make 
a new appointment.  

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 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 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.  
  
 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 ten 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 for the receipt and consideration of accounts and the despatch 
of 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 three 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, three members shall 
constitute a quorum.  

 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.  


 18. President Custodian of archives; Executive Officer; power to 
make temporary and provisional 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 temporary appointments and to fill 
provisionally all vacancies that occur in the offices of the Society, 
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 
Association shall be received by the President, or the Treasurer, or 
the Secretary, 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 the State Bank of India, Madras, or such other Bank or 
Banks as the Executive Committee, T.S., 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.  

 Investments  

 (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 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 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 or 
the Secretary. In case or the absence of the President or Secretary 
of 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 or 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. 

 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.  

 26. Headquarters  

 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 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, where the 
applicant resides within the territory of a National Society, 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.  

 Membership Date 

 (c) The date of membership will begin: (i) When admission has been 
made through the General Secretary, Regional Secretary, Organizing 
Secretary, or Presidential Representative from the date of acceptance 
by the General Secretary, Regional 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 two years 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 applica tion (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 two consecutive years 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. 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 (Certificates) 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) 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.  

(c) The Lodge (Branch) may appeal to the President against the 
cancellation of its Charter under sub-rule (b) within a period of 
three months from the date or receipt of the order of cancellation of 
the Charter, 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 or the order of cancellation or the Charter 
by the National Society, Section or Regional Association.  

Provided that if the President does not pass an order on the appeal 
within a period or nine months from the date or receipt of the 
appeal, the cancellation or the Charter shall be deemed to have been 
upheld.

Minimum number of members for National Society

(d) If at any time the number or members in good standing of a 
National Society falls below seventy and 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 or 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 at its inception was 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 at its inception 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.

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, Regional 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 three consecutive years 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 Regional 
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); of Diplomas 
(Certificates) 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. National Societies: Fees to Adyar

(a) Each National Society shall pay into the General Treasury fifteen 
per cent of the total amount of fees payable by members to the 
Section 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 Society shall close on 31st March.

Presidential Agencies. Dues

(b) Notwithstanding the provisions of Rule 41(a) 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 (Certificates), 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.

(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).

Revival or transfer of Charter

(c) Provided, nevertheless, that the President shall have power to 
revive the Charter of the National Society or the Lodge (Branch), as 
the ease 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.

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 
each 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. Changes in Rules and Regulations

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.

50. Bylaws

The General Council may frame by-laws 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.

APPENDIX
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 
Regional Secretary, 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 
as soon as the names of the nominees are announced.

Where practicable, in the view or 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 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.

(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 date shall be treated as invalid 
and shall be destroyed unopened.

The scrutineers shall open the small envelopes and count the voles 
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 he 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.

(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 cable the General Secretary concerned, informing 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 envelope marked 'Duplicate'.

Cabled results will not be accepted.  
  
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.