CHARTER OF INCORPORATION
George V by the Grace of God of the United Kingdom of Great Britain and Ireland and of the British Dominions beyond the Seas, King, Defender of the Faith.
To all to whom these Presents shall come Greeting.
Whereas the Most Honourable Robert Offley Ashburton Marquess of Crewe, KG, lately one of Our Principal Secretaries of State has presented to Us in Our Council a humble Petition setting forth:
That by the London Institution (Transfer) Act, 1912, the premises and property (except as therein mentioned) of the London Institution for the Advancement of Literature and the Diffusion of Useful Knowledge were vested in Our Commissioners of Works with a view to the use thereof for the purpose of and in connection with a School of Oriental Studies, and it was provided that the said Commissioners of Works might transfer any property, other than real property, vested in them by that Act, on such conditions as they might think fit, to the Governing Body of the School of Oriental Studies upon the establishment of such a School.
That the said Commissioners of Works propose to place at the disposal of the Board of Trustees of the School of Oriental Studies when constituted the premises and the property so transferred.
That our Government have signified their intention to apply to Parliament for a grant of money in aid of the adaptation of the premises for the purposes of a School of Oriental Studies in connection with the University of London and in aid of the maintenance of the School when constituted.
That the Petitioner is advised and believes that the incorporation of the said School under Our Royal Charter pending the reorganisation of the University of London in general accordance with the Report of Our Commissioners on University Education in London would be for the public advantage.
And most humbly praying Us in Our Council to grant Our Royal Charter for incorporating the Members for the time being of the Board of Trustees of the proposed School of Oriental Studies, with the name and title of ‘The School of Oriental Studies, London Institution’ and with such powers and privileges and in such manner in all respects as to Us in Our Council may seem fit.
And whereas We have taken the said Petition into Our Royal consideration and are mindful to accede thereto.
Now, therefore, know ye that We by virtue of Our Royal Prerogative and of all other powers enabling Us in that behalf do of Our special Grace certain Knowledge and mere Motion by these Presents for Us Our Heirs and Successors grant will direct and ordain as follows:
Establishment Name and Incorporation of the School of Oriental and African Studies
There shall be, and there is, hereby established with its principal seat in Greater London, including the City of London, a School with the name of "The School of Oriental and African Studies" (which may also be known as School of Oriental and African Studies or SOAS University of London), by which name the Members for the time being of the Board of Trustees hereinafter constituted shall be and are hereby created one body corporate with perpetual succession and a common seal, with full power and capacity to do all lawful acts of whatever nature including without limitation by and in such name to sue and be sued and to acquire, hold, grant and dispose of or otherwise deal with any land or personal property of any value, or any interest of whatever nature in any such land or any buildings on any such land or such property, and such School shall have the constitution and powers and be subject to the regulations in this Our Charter prescribed and contained, and which School is in this Our Charter referred to as "The School".
Objects and Powers of the School
1. The objects of the School shall be to be a centre of excellence in research and teaching relating to Asia, Africa and the Middle East, as expressed through a range of academic disciplines in the humanities and social sciences, and their interaction, and for such purpose:
(a) to further research and scholarship in the study of the societies and cultures of Asia, Africa and the Middle East;
(b) to teach and examine students for the award of degrees, diplomas and certificates;
(c) to accept a special commitment to language scholarship relating to Asia, Africa and the Middle East;
(d) to offer courses of instruction to persons interested in the languages and cultures of Asia, Africa and the Middle East.
2. Subject to the provisions of this Our Charter, the School shall have all powers necessary or desirable to do all acts, matters and things (whether or not incidental or conducive to the foregoing objects of the School) in order to further (whether directly or indirectly, and not otherwise) such foregoing objects.
We reserve unto Ourself, Our Heirs and Successors in Council to be the Visitor of the School or, on the representation of the Board of Trustees, to appoint by Order in Council a Visitor of the School for such period as We, Our Heirs or Successors shall see fit, and his or her decision on matters within his or her jurisdiction shall be final.
Powers of the Board of Trustees
1. Subject to the provisions of this Our Charter, the Board of Trustees shall have absolute power within the School with overall responsibility for the general supervision, direction and control of all aspects of the School. Such powers of the Board of Trustees shall include without limitation the following powers:
(a) to appoint the Members of the Board of Trustees specified in sub-clauses (a) and (b) of clause 1. of Article V and to remove such persons;
(b) to appoint and to remove the Director of the School;
(c) to appoint committees for the proper exercise and discharge of all or any of the Board of Trustees' powers and responsibilities;
(d) to approve the annual audited financial statements of the School and to consider the annual budget and financial forecasts;
(e) to ensure compliance by the School with all legislation (including without limitation all relevant Education Acts for the time being in force) and the Charter;
(f) to establish procedures for staff appointments (whether academic or otherwise), discipline and appeals;
(g) to approve the academic scope and academic structure of the School, and any changes to such scope or structure, after having received advice from the Academic Board;
(h) to act as trustees for any purpose to promote, or otherwise in relation to, the objects of the School;
(i) to make a Standing Order relating to the employment of academic staff, with power from time to time to revoke amend or add to this Standing Order, provided always that no such Standing Order or such revocation amendment or addition shall take effect until approved by the Lords of Our Most Honourable Privy Council of which approval a certificate under the hand of the Clerk of Our said Privy Council shall be conclusive evidence.
(j) to make other Standing Orders subject to this Our Charter for governing, or otherwise in respect of any matter of whatever nature relating to, the School or its constituent parts, for the promotion of the objects of the School and for the facilitation of any of the provisions of this Our Charter; the power to make Standing Orders shall include the power from time to time to add to, amend or repeal any Standing Orders so made.
2. The School may pay any properly incurred and reasonable expenses to any Member of the Board of Trustees as the Board of Trustees may from time to time determine.
Membership of the Board of Trustees
1. There shall be a Board of Trustees which shall comprise 21 members:
(a) the Chair, who shall be appointed by the Board of Trustees and who shall be a lay member;
(b) twelve further lay members, to be appointed by the Board of Trustees except for one who shall be appointed on the nomination of the Secretary of State for Foreign and Commonwealth Affairs;
(c) the Director of the School, ex officio;
(d) four members of the Academic Board, comprising the Pro-Directors and two academic members of staff, nominated by Academic Board;
(e) one professional services member of staff, nominated by the Director and approved by Academic Board;
(f) two student members, nominated by the Students’ Union Executive Committee, each of whom must either be a Sabbatical Officer of the SOAS Students’ Union or a full-time registered student of the School.
2. None of the persons to be appointed under sub clauses (a) or (b) above shall be an employee, the holder of any office or a registered student of the School.
3. All members, except those specified in clause 1 (f) above and ex officio members, shall be appointed for a term of office of four years. They may be re-appointed for one further term of four years.
4. Members specified in clause 1 (f) shall serve for one year. They may serve for one further year only.
5. The Chair shall be appointed by the Board of Trustees for a term of office of four years. They may be re-appointed to this position for one further term of four years.
6. Lay members of the Board of Trustees shall be appointed by the Board of Trustees to act as a Vice-Chair, an Honorary Treasurer and a Chair of the Audit Committee. They shall be appointed to these positions for a term of office of four years. They may be re-appointed to these positions for one further term of four years.
7. No member serving under clauses 5 and 6 above shall serve in total on the Board of Trustees for a period longer than twelve years.
8. A casual vacancy in the Board of Trustees by death, resignation, incapacity or otherwise shall be filled as soon as conveniently may be.
9. The acts or proceedings of the Board of Trustees shall not be invalidated by any vacancy in their number, nor by any irregularity in the appointment at any time of any Member of the Board of Trustees.
10. Any Member of the Board of Trustees may at any time resign by writing addressed to the Chair of the Board of Trustees.
11. The Board of Trustees shall appoint a Clerk to act as Secretary to the Board of Trustees and this shall normally be the Secretary.
The Academic Board
1. There shall be an Academic Board of the School the terms of reference and membership of which will be determined by the Board of Trustees.
2. The Academic Board shall be responsible for:
(a) advising the Board of Trustees on any proposal relating to the academic scope, academic structure and academic standards of the School; and
(b) bringing to the attention of the Board of Trustees any matter which in the opinion of the Academic Board affects the teaching and/or research of the School.
1. The Director of the School shall be its chief executive officer and shall be an ex officio member of the Board of Trustees.
2. The Director shall have responsibility to provide academic leadership; to ensure the achievement of the objects of the School; to provide effective administration of the School's affairs; and to represent the interests of the School generally.
3. The Director shall have such other powers and duties as the Board of Trustees shall consider from time to time necessary or desirable.
The University of London
As a constituent college of the University of London the School may prepare and examine students for degrees of the University of London.
1. Neither gender, race or religion nor opinions upon any religious, racial, political or sexual subjects shall qualify, or disqualify, any person for membership of the Board of Trustees or for appointment to any office or employment or for admittance to any course of instruction or for any Fellowship, Diploma or other certificate of distinction or for any emolument in or in connection with the School.
2. The School shall not make any dividend, gift or bonus, whether in cash or in kind, to any Member of the Board of Trustees or any other body established pursuant to any power in this Our Charter, provided that the foregoing shall not prevent the School from paying to any person proper remuneration (whether in cash or in kind) for services rendered to or on behalf of the School.
3. Unless the context otherwise requires the Interpretation Act 1978, as amended or consolidated from time to time, shall apply to the interpretation of this Our Charter as it applies to the interpretation of an Act of Parliament so, however, that this Our Charter shall always be construed and adjudged in the most favourable and beneficial sense for the best advantage of the School and the promotion of the objects of this Our Charter as well in all Our Courts as elsewhere any non-recital, mis-recital, uncertainty or imperfection herein notwithstanding.
4. The Board of Trustees may, by resolution in that behalf, passed at any meeting by a majority of not less than three-quarters of the Members present and voting, add to, amend or repeal this Our Charter and such addition, amendment or repeal shall, when allowed by Us, Our Heirs or Successors in Council, become effectual so that this Our Charter shall thenceforward continue and operate as though it had been originally granted and made accordingly. This provision shall apply to this Our Charter as added to, amended, or repealed in manner aforesaid.