TS Adyar MEMORANDUM OF ASSOCIATION, ETC.
Nov 14, 2008 10:04 AM
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
(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
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
III. To investigate unexplained laws of Nature and the powers latent
(a) The holding and management of all funds raised for the above
(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
(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:
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
Alexander Fullerton, General Secretary, American Section, 7, West 8th
St., New York.
Upendra Nath Basu. B.A., LL.B., General Secretary, Indian Section,
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,
Th. Pascal, M.D., General Secretary, French Section, 59, Avenue de la
Decio Calvari, General Secretary, Italian Section, 380, Corso Umberto
Dr Rudolf Steiner, General Secretary, German Section, 95,
Kaiserallee, Friedenau, Berlin.
Jose M. Masso, Acting General Secretary, Cuban Section, Havana,
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,
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
" 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
(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
(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
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.
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
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
(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
(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
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
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
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
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 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
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
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.
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
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.
(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
(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
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
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
(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
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
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
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
(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
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
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
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.
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
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
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
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
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.
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