1. The name of the Company (hereinafter called "the Association")
is "THE BRITISH GERIATRICS SOCIETY".
2. The registered
office of the Association will be situate in England.
3. Objects for which
the Association is established are the relief of suffering and distress
amongst the aged and infirm by the improvement of standards of medical
care for such persons, the holding of meetings and the publication of
papers, the encouragement of research of special problems of such persons,
and the publication and distribution of the results of such research.
In furtherance of
the said objects, the Association shall have the following powers:-
(A)(i) to take over
the whole, or such part, of the property and funds as can be legally
vested in the Association of the property and funds of the unincorporated
institution called The British Geriatrics Society;
(A)(ii) to employ
all such officers and servants as may be required for the purposes of
the Association;
(B) to purchase,
take on lease or in exchange, hire or otherwise acquire any real or
personal property and any rights or privileges, and to construct, maintain
and alter any buildings or erections necessary or convenient for the
work of the Association;
(C) to sell, let,
mortgage, dispose of or turn to account all or any of the property or
assets of the Association;
(D) to undertake
and execute any charitable trust which may lawfully be undertaken by
the Association;
(E) to borrow or
raise money for the purposes of the Association;
(F) to invest the
monies of the Association not immediately required for its purposes
in or upon such investments, securities or property as may be thought
fit, subject, nevertheless, to such conditions (if any) and such consents
(if any) as may, for the time being, be imposed or required by law and
subject also as hereinafter provided;
(G) to establish
and support, or aid in the establishment and support of, any charitable
associations or institutions and to subscribe or guarantee money for
charitable purposes in any way connected with the purposes of the Association
or calculated to further its objects;
(H) to provide indemnity
insurance to cover the liability of the Trustees which, by virtue of
any rule of law, would otherwise attach to them in respect of any negligence,
default, breach of trust or breach of duty of which they may be guilty
in relation to the Association: provided that any such insurance shall
not extend to any claim arising from any act or omission which the Trustees
knew to be a breach of trust or breach of duty or which was committed
by the Trustees in reckless disregard to whether it was a breach of
trust or breach of duty or not, and provided also that any such insurance
shall not extend to the costs of any unsuccessful defence to a criminal
prosecution brought against the Trustees in their capacity as Trustees
of the Association;
(I) to do all such other things as are necessary for the attainment
of the above objects or any of them.
PROVIDED THAT:
(i) in case the
Association shall take or hold any property which may be subject to
any trusts, the Association shall only deal with, or invest the same,
in such manner as allowed by law, having regard to such trusts;
(ii) the Association's
objects shall not extend to the regulation of relations between workers
and employers, or organisations of workers and organisations of employers;
(iii) in case the
Association shall take or hold any property subject to the jurisdiction
of the Charity Commissioners for England and Wales or Secretary of State
for Education and Science, the Association shall not sell, mortgage,
charge or lease the same without such authority approval or consent,
as may be required by law and, as regards any such property, the council
of management or governing body of the Association shall be chargeable
for any such property that may come into their hands and shall be answerable
and accountable for their own acts, receipts, neglects and defaults,
and for the due administration of such property in the same manner and
to the same extent as they would, as such council of management of governing
body, have been if no incorporation had been effected, and the incorporation
of the Association shall not diminish or impair any control or authority
exercisable by the Chancery Division, or the Charity Commissioners over
such council of management or governing body, but they shall, as regards
any such property, be subject jointly and separately to such control
or authority as if the Association were not incorporated.
4. The income and
property of the Association shall be applied solely towards the promotion
of its objects, as set forth in this memorandum of association, and
no portion thereof shall be paid or transferred directly or indirectly
by way of dividend, bonus or otherwise, howsoever, by way of profit,
to members of the Association and no member of its council of management
or governing body shall be appointed to any office of the Association
paid by salary or fees, or receive any remuneration or other benefit
in money or money's worth from the Association.
PROVIDED
THAT nothing herein shall prevent any payment in good faith
by the Association:
(a) of reasonable
and proper remuneration to any member, officer or servant of the Association
(not being a member of its council of management or governing body )
for any services rendered to the Association;
(b) of interest
at a rate not exceeding six per cent per annum on money lent or reasonable
and proper rent for premises demised or let by any member of the Association
or of its council of management or governing body;
(c) to any member
of its council of management or governing body of out-of-pocket expenses;
(d) to a company
of which a member of the Association or of its council of management
or governing body may be a member, holding not more than one-hundredth
part of the capital of such company;
(e) under an indemnity
in respect of any liabilities properly incurred in running the Association
(including the cost of a successful defence to criminal proceedings);
(f) of any premium
in respect of any indemnity insurance to cover the liability of the
Trustees which, by virtue of any rule of law, might attach to them in
respect of any negligence, default, breach of trust or breach of duty
of which they might be guilty in relation to the Association: provided
that any such insurance shall not extend to any claim arising from any
act or omission which the Trustee knew to be a breach of trust or breach
of duty, or which was committed by him or her in reckless disregard
to whether it was a breach of trust or breach of duty or not, and provided
also that any such insurance shall not extend to the cost of an unsuccessful
defence to a criminal prosecution brought against a Trustee in his or
her capacity as a Trustee.
5. No addition,
alteration or amendment shall be made to or in the provisions of the
memorandum or articles of association for the time being in force, unless
the same shall have been previously submitted to, and approved by, the
Department of Trade and Industry.
6. The fourth and
fifth paragraphs of this memorandum contain conditions to which a licence
granted by the Secretary of State for Trade and Industry to the Association
in pursuance of Section 30 of the Companies Act 1985 is subject.
7. The liability
of the members is limited.
8. Every member
of the Association undertakes to contribute to the assets of the Association,
in the event of the same being wound up while he is a member, or within
one year after he ceases to be a member, for payment of the debts and
liabilities of the Association contracted before he ceases to be a member,
and of the costs, charges and expenses of winding up, and for the adjustment
of the rights of the contributories among themselves, such amount as
may be required, not exceeding One pound (£1.00).
9. If, upon the
winding up or dissolution of the Association, there remains, 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 Association, but shall be given or transferred to some other charitable
institution or institutions having objects similar to the objects of
the Association, and which shall prohibit the distribution of its or
their income and property among its or their members to an extent at
least as great as is imposed on the Association under, or by virtue
of, Clause 4 hereof, such institution or institutions to be determined
by the members of the Association at or before the time of dissolution,
and if and so far as effect cannot be given to such provision, then
to some charitable object.
Names, addresses
and descriptions of subscribers
Bryan Moore-Smith
Wolmers
Stonham Aspal
Stowmarket
Suffolk
(Consultant physician in geriatrics)
Peter Henry Millard
12 Cornwall Road
Cheam
Surrey
(Consultant physician in geriatrics)
Arthur Norman Exton-Smith
20 Grange Avenue
Totteridge
N20
(Professor of geriatric medicine)
William Bryce Wright
10 Fairfield Close
Exmouth
Devon
(Geriatric physician)
Michael James Clarke-Williams
"Hawthorns"
Portsdown Hill Road
Portsmouth
PO6 1BE
(Consultant physician geriatrics)
James T Leeming
15 Balbrook Avenue
Manchester
M20 0AB
(Consultant physician geriatrics)
John Charles Brocklehurst
Highclere
Congleton Road
Alderley Edge
Cheshire
(Professor of geriatric medicine)
DATED this 19th day of September 1974
WITNESS to the above
signatures:-
Eluned Woodford-Williams
110 Queen Alexandra Road
Sunderland
County Durham
The Companies Acts 1948 to 1989
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
THE BRITISH GERIATRICS SOCIETY
General
1. In these presents,
the words standing in the first column of the table next hereinafter
contained shall bear the meaning set opposite to them respectively in
the second column thereof, if not inconsistent with the subject or context.
Words Meanings
the Act
The Companies Act 1985, as amended by The Companies Act 1989; and every
act or statutory instrument for the time being in force concerning companies
and affecting the Association.
Address
In relation to electronic communications, includes any number or address
used for the purposes of such communications
Associate Members those persons registered as associate
members of the Association in accordance with paragraph 8 of these presents;
the Association
the above named company;
electronic
signature anything in electronic form which the UK Management
Committee requires to be incorporated into or otherwise associated with
an electronic communication for the purpose of establishing the authenticity
or integrity of the communication;
the Members
those persons registered as members of the Association in accordance
with paragraph 5 of these presents;
month
calendar month;
National
Council a National Council as defined in paragraph 43
National
Group a geographical group as defined in paragraph 42
the Office
the registered office of the Association;
the Officers
the officers identified in paragraph 27 of these presents, or any of
them;
these presents
these articles of association and the regulations of the Association
from time to time in force;
Regional
Group a Regional Group formed in accordance with paragraph
48(A)
relevant
system as defined in the Electronic Communications Act 2000
and statutory instruments made in accordance with it
the Seal the common seal of the Association;
Section
a section created in accordance with paragraph 48(A) of these presents;
Special
Interest Group a special interest group created in accordance
with paragraph 48(A) of these presents;
Standing
Committee a standing committee appointed in accordance with
paragraph 48 (A) of these presents;
the Trustees
those members of the UK Management Committee who are entitled to vote
at meetings of the UK Management Committee;
the UK Management
Committee the committee appointed and described in paragraphs
37 to 41of these presents;
the United
Kingdom Great Britain and Northern Ireland;
in writing
written, printed or lithographed, or partly one and partly another,
and other modes of representing or reproducing words in a visible form.
Words importing
the singular number only shall include the plural number, and vice versa.
Words importing
the masculine gender only shall include the feminine gender.
Words importing
persons shall include corporations.
References to a
document being executed include references to its being executed under
hand or under seal or by any other method except by means of an electronic
signature.
References to a
document being signed or to a signature include references to its being
executed under hand or under seal or by another other method and, in
the case of the electronic communication, are to its bearing an electronic
signature.
References to writing
include any references to any method of representing or reproducing
words in a legible and non-transitory form including by way of electronic
communications where specifically provided in a particular article or
where permitted by the UK Management Committee in its absolute discretion.
Expressions referring
to writing shall be construed as including references to typewriting,
printing, lithography, photography, and other modes of representing
or reproducing words in visible form.
Subject as aforesaid,
any words or expressions defined in the Act, or any statutory modification
thereof in force at the date on which these presents become binding
on the Association, shall, if not inconsistent with the subject or context,
bear the same meanings in these presents.
2. The number of
Members with which the Association proposes to be registered is Three
thousand five hundred (3,500), but the UK Management Committee may,
from time to time, register an increase of Members.
3. The provisions
of Sections 352 and 353 of the Act shall be observed by the Association,
and every Member of the Association shall either sign a written consent
to become a Member or sign the register of Members on becoming a Member.
4. The Association
is established for the purposes expressed in the memorandum of association.
5. The subscribers
to the memorandum of association and such other persons who must be
registered medical practitioners, or retired medical practitioners,
as the UK Management Committee shall admit to membership in accordance
with the provisions hereinafter contained shall be Members of the Association.
The UK Management
Committee may, from time to time, prescribe different categories of
membership, but Members of each category shall have the full rights
of membership.
Every application
for membership shall be in the following form, or in such other form
as the UK Management Committee shall, from time to time, prescribe:-
To: The UK Management
Committee of the British Geriatrics Society
I, [ ] of [ ],
being desirous of becoming a member of The British Geriatrics Society,
hereby apply to be admitted as a member thereof, subject to the provisions
of the memorandum and articles of association of the Society.
Date:
Signature of applicant:
and shall be countersigned
by a proposer and seconder, who shall be Members of the Association.
At the next meeting
of the UK Management Committee after the receipt of any application
for membership, such application shall be considered by the UK Management
Committee, who shall thereupon determine upon the admission or rejection
of the applicant.
Every Member of
the Association shall pay the required subscription to the funds of
the Association.
The subscription
shall be proposed by the UK Management Committee and confirmed by a
resolution, supported by a simple majority of those present and voting
at the annual general meeting or at an extraordinary general meeting.
There may be different subscriptions for different categories of membership.
In the case of persons
admitted to membership more than half way through a period of time to
which a subscription relates, the subscription shall be one half of
the subscription for the period, but, in all other cases, the full subscription
shall be paid for the period of admission.
If any Member fails
to pay his subscription within one month of the same becoming due, the
treasurer or deputy treasurer shall notify him of the fact and, if any
Member fails to pay his subscription within three months of the same
becoming due, he shall, ipso facto, cease to be a Member of the Association
and shall only be eligible for re-admission upon payment of all arrears
due from him while a Member.
6(A) Any Member
of the Association who shall desire to resign shall signify such desire
in writing to the secretary and, thereupon, his name shall be removed
from the list of Members and he shall be deemed to have resigned.
6(B) Membership
is terminated if the Member concerned is removed from membership by
a majority resolution of the UK Management Committee on the ground that,
in its reasonable opinion, the Member's continued membership is harmful
to the Association (but only after notifying the Member in writing and
considering the matter in the light of any written representations which
the Member concerned puts forward within fourteen clear days after receiving
notice).
6(C) Any or all
of the membership and the holding of any office in the Association and
the membership of any committee, section, special interest group and
working party of the Association may be suspended by majority resolution
of the UK Management Committee on the ground that, in its reasonable
opinion, the Member is or might become the subject of enquiries relating
to professional, fiscal or disreputable conduct, malpractice or dishonesty,
or the Member is currently suspended from duty or practice by his employer
or by any medical authority or body. The UK Management Committee may,
by majority resolution, end the suspension.
7. The UK Management
Committee may appoint honorary members, who shall be scientists and
others of distinction who have rendered exceptional service to geriatric
medicine, or to the Association, or towards the objects for which the
Association is established. Such honorary members shall be entitled
to take part in activities of the Association, but shall not, as such,
be Members of the Association or entitled to attend general meetings,
nor to take any office in the Association. Such honorary members will
not be charged a subscription. The maximum number of honorary members
is six at any one time.
8. The UK Management
Committee may, from time to time, create categories of, and make rules
for, associate membership. An Associate Member must be either a registered
medical practitioner, or a retired medical practitioner, or a person
training to become a registered medical practitioner, or a person (which
includes a company or an organisation) interested in any aspect of the
objects for which the Association is established. Such Associate Members
shall not, as such, be Members of the Association or entitled to attend
general meetings, nor to take an office in the Association, and they
shall only be entitled to participate in the activities of the Association
and to receive its publications upon payment of such fees as the UK
Management Committee may, from time to time, prescribe. Subject to the
foregoing, the extent to which Associate Members of each category may
participate in, or receive the benefits of, the activities of the Association,
or of any Standing Committee, or any Special Interest Group or any Section,
or any Working Group shall be as laid down by the UK Management Committee
from time to time.
General
meetings
9. The Association
shall hold a general meeting in every calendar year as its annual general
meeting, at such time and place as may be determined by the UK Management
Committee and shall specify the meeting as such in the notices calling
it, provided that every annual general meeting, except the first, shall
be held not more than fifteen months after the holding of the last preceding
annual general meeting and that, so long as the Association holds its
first annual general meeting within eighteen months after its incorporation,
it need not hold it in the year of its incorporation, nor in the following
year.
10. All general
meetings, other than annual general meetings, shall be called extraordinary
general meetings.
11. The UK Management
Committee may, whenever it thinks fit, convene an extraordinary general
meeting, and extraordinary general meetings shall also be convened on
such requisition or, in default, may be convened by such requisitionists
as provided by Section 368 of the Act.
12. Twenty-one days'
notice in writing, at least, of every annual general meeting and of
every meeting convened to pass a special resolution, and fourteen days'
notice in writing, at least, of every other general meeting exclusive,
in every case, both of the day on which it is served, or deemed to be
served, and the day for which it is given, specifying the place, day
and the hour of the meeting and, in the case of special business, the
general nature of that business shall be given in a manner hereinafter
mentioned to such persons, including the auditors, as are, under these
presents or under the Act, entitled to receive such notices from the
Association, but with the consent of all Members, having the right to
attend and vote thereat or of such proportion of them as is prescribed
by the Act in the case of meetings other than annual general meetings,
a meeting may be convened by such notice as those Members may think
fit.
13. The accidental
omission to give notice of a meeting to, or the non-receipt of such
notice by, any person entitled to receive notice thereof shall not invalidate
any resolution passed or proceeding had, at any meeting.
Proceedings
at general meetings
14. All business
shall be deemed special that is transacted at an extraordinary general
meeting, and all that is transacted at an annual general meeting shall
also be deemed special, with the exception of the consideration of the
income and expenditure account and balance sheet, and the reports of
the UK Management Committee and of the auditors, the election, or the
declaration of the result of a ballot for election, of Officers and
members of the UK Management Committee in the place of those retiring
and the appointment of, and the fixing of the remuneration of, the auditors.
15. No business
shall be transacted at any general meeting unless a quorum is present
when the meeting proceeds to business. Save as herein otherwise provided,
twenty Members, personally present, shall be a quorum.
16. If, within half
an hour from the time appointed for the holding of a general meeting,
a quorum is not present, the meeting, if convened on the requisition
of Members, shall be dissolved. In any other case, it shall stand adjourned
to the same day in the next week, at the same time and place, or at
such other place as the UK Management Committee may determine, and if,
at such adjourned meeting, a quorum is not present within half an hour
from the time appointed for holding the meeting, the Members present
shall be a quorum.
17. The president
of the Association shall preside as chairman at a general meeting, but
if there shall be no president or if, at the meeting, he shall not be
present within fifteen minutes after the time appointed for holding
the same, or shall be unwilling to preside, the president-elect shall
preside, or, if he shall be unwilling or not present, the Members present
shall choose some other member of the UK Management Committee, but if
all the members of the UK Management Committee present decline to take
the chair, the Members shall choose some Member of the Association who
shall be present to preside.
18. The chairman
may, with the consent of any meeting at which a quorum is present (and
shall, if so directed by the meeting), adjourn the meeting from time
to time, and from place to place, but no business shall be transacted
at any adjourned meeting, other than business which might have been
transacted at the meeting from which the adjournment took place. Whenever
a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given in the same manner as of an original meeting.
Save as aforesaid, the Members shall not be entitled to any notice of
adjournment, or of the business to be transacted at an adjourned meeting.
19. At any general
meeting, a resolution put to the vote of the meeting shall be decided
on a show of hands, unless a poll is before or upon the declaration
of the result of the show of hands demanded by the chairman, or by at
least three Members present in person, or by a Member or Members present
in person and representing one tenth of the total voting rights of all
the Members having the right to vote at the meeting, and unless a poll
be so demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular
majority, or lost, or not carried by a particular majority and an entry
to that effect in the minute book of the Association shall be conclusive
evidence of the fact, without proof of the number or proportion of the
votes recorded in favour of, or against, that resolution. The demand
for a poll may be withdrawn.
20. Subject to the
provisions of Article 23, if a poll be demanded in manner aforesaid,
it shall be taken at such time and place, and in such manner, as the
chairman of the meeting shall direct, and the result of the poll shall
be deemed to be the resolution of the meeting at which the poll was
demanded.
21. No poll shall
be demanded on the election of a chairman of a meeting or on any question
of adjournment.
22. In the case
of an equality of votes, whether on a show of hands or on a poll, the
chairman of the meeting shall be entitled to a second or casting vote.
23. The demand of
a poll shall not prevent the continuance of a meeting for the transaction
of any business, other than the question on which a poll has been demanded.
Votes of
members
24. Subject as hereinafter
provided, every Member shall have one vote.
25. Save as herein
expressly provided, no Member, other than a Member duly registered,
who shall have paid every subscription and other sum (if any) which
shall be due and payable to the Association in respect of his membership,
shall be entitled to vote on any question at any general meeting.
26. Votes on a poll
or a show of hands may be given personally only.
Officers
27. The Officers
of the Association shall be the president, the president-elect, the
honorary secretary, the honorary deputy secretary, the honorary treasurer,
the honorary deputy treasurer, the honorary spring meetings secretary
and the honorary autumn meetings secretary.
28. Unless removed
from office, as herein provided, the president, the president elect,
the honorary secretary and the honorary deputy secretary shall serve
until the end of the second annual general meeting following the annual
general meeting of the Association at which elected, and the honorary
treasurer and the honorary deputy treasurer shall serve until the end
of the third annual general meeting following the annual general meeting
of the Association at which elected. An Officer of the Association shall
not be eligible for re-election to his particular post until the annual
general meeting following the annual general meeting at which his previous
term of office has expired.
29. An election
shall be before the annual general meeting of the Association to fill
any vacancies amongst the Officers (other than the honorary meetings
secretaries) which arise or are required to be filled at that meeting,
in accordance with the following procedure:-
(a) A Member who
is eligible for election as an Officer may be nominated for election
by notice in writing, signed by not less than five Members, each of
whom is eligible to vote at the annual general meeting.
(b) Any such notice
must be delivered to the Office or to such other address as the secretary,
on behalf of the UK Management Committee, has notified to Members in
writing as the address to which nominations should be sent.
(c) The notice of
nomination must be accompanied by the written consent of the candidate,
signed by him, stating his willingness to be elected.
(d) The notice of
nomination and signed statement of willingness to be elected must be
delivered to the Association not less than eighty days before the date
of the annual general meeting.
(e) If, at any annual
general meeting, there is only one nomination for an office, the nomination
shall be put as a resolution to the meeting and if it is passed the
Member so nominated shall be elected, unopposed. If there is no nomination,
or the resolution approving a sole nomination is not passed the vacancy
shall be or become one which may be filled under paragraph [30].
(f) In any other
case, there shall be a contested election of each office, which shall
be conducted by a ballot, the result of which shall be announced at
the annual general meeting. A ballot paper shall be sent to every Member
entitled to vote, with the notice of the annual general meeting, with
a notice specifying the date by which, and address to which, the completed
ballot paper must be delivered;
(g) the form of
the ballot paper, and the procedure for conducting and counting the
ballot, shall be decided by the UK Management Committee, which shall
be empowered to delegate these responsibilities to a suitable organisation
to conduct and count the ballot on behalf of the Association.
30. Any vacancy
amongst the Officers arising, otherwise than on the retirement of an
Officer at the end of his term of service (unless paragraph 29 (e) applies),
may be filled by the appointment by the UK Management Committee of a
person who appears to them to be a fit and proper person for such appointment,
and any Officer so appointed shall hold office until the end of the
annual general meeting next following his appointment.
31. The provisions
of paragraphs 27 to 30 relating to the retirement and election of Officers
shall come into effect immediately after the end of the annual general
meeting of the Association at which the amendments bringing in these
provisions are approved, and those Officers of the Association holding
office at the time the alterations come into effect shall complete their
terms of office in accordance with the articles of association of the
Company in force immediately prior to the alterations coming into effect.
Meetings
secretaries
32. The meetings
secretaries shall be the honorary spring meetings secretary and the
honorary autumn meetings secretary.
33. Eligible Members
who are candidates for election as either the honorary spring meetings
secretary or the honorary autumn meetings secretary shall be nominated
by the National Councils for election by the UK Management Committee,
which election shall be subject to endorsement by a resolution of Members
at the annual general meeting of the Association.
34. Unless removed
from office, as herein provided, the honorary spring meetings secretary
and the honorary autumn meetings secretary shall serve until the end
of the third annual general meeting following the annual general meeting
of the Association at which his appointment has been endorsed. A meetings
secretary shall not be eligible for re-election to his particular post
before the annual general meeting following that at which his previous
term of office has expired.
35. Any vacancy
arising otherwise than on retirement of an honorary meetings secretary
on completion of his term of office or arising on non-endorsement of
election by a resolution of Members at the annual general meeting may
be filled by the appointment by the UK Management Committee after consultation
with the National Councils of a person who appears to them to be a fit
and proper person for such appointment. Any meetings secretary so appointed
shall hold office until the end of the next annual general meeting after
the date of his appointment.
The director
of continuing medical education
36. The director
of continuing medical education shall be a Member of the Association
appointed by the UK Management Committee, who, unless removed from office
as herein provided, shall serve for the period of four years. The director
of continuing medical education shall not be eligible for re-election
to his particular post during the year following the completion of service
of the prescribed time.
UK Management
Committee
37. The voting Members
of the UK Management Committee shall be the directors of the Association,
as defined in and for the purposes of the Act, and the charity trustees,
as defined in and for the purposes of the Charities Act 1993, and they
are referred to as "the Trustees".
38. The Trustees
shall be:
(a) the Officers;
(b) the honorary
meetings secretaries;
(c) the chairmen
of those of the Standing Committees of the Association which, for the
time being, have been designated as Standing Committees whose chairmen
should be Members of the UK Management Committee;
(d) the chairman
of the trainees' group;
(e) in respect of
each of the National Councils for Northern Ireland, Scotland and Wales,
the chairman of the National Council, if willing to accept office as
a Trustee, and , if not, a member of the National Council elected by
it to be its representative;
(f) in respect of
the National Council for England, three members of the National Council,
namely such of the chairman and deputy chairman of the National Council
as are willing to accept office as Trustees, and a member or members
of the National Council elected by it to be its representative/s.
39. The following
people shall be entitled to attend, speak, but not to vote at meetings
of the UK Management Committee, and they shall not be directors of the
Association, as defined in and for the purposes of the Act, nor charity
trustees, as defined in and for the purposes of the Charities Act 1993:-
(a) the director
of continuing medical education;
(b) not more than
five persons (who need not be Members) co-opted by the UK Management
Committee. The co-option shall be for a fixed period, but a person may
be co-opted again for a fixed period, upon the expiry of a previous
period of co-option.
40. The UK Management
Committee may act for all purposes and notwithstanding any vacancy in
their number, and all proceedings of any meeting of the UK Management
Committee shall be valid and effectual, notwithstanding that it may
be afterwards discovered that any Member of the UK Management Committee
has been informally elected, or is not properly qualified.
41. In addition
and without prejudice to the provisions of Sections 303 and 304 of the
Act, the Association may, by extraordinary resolution, remove any Member
of the UK Management Committee before the expiration of his period of
office and may, by an ordinary resolution, appoint another qualified
Member in his stead, but any person so appointed shall retain his office
so long only as the Member in whose place he is appointed would have
held the same if he had not been removed.
National
Councils
42. The Members
of the Association shall be divided into the following geographic groups:-
(a) England;
(b) Northern Ireland;
(c) Scotland;
(d) Wales.
43. There shall
be National Councils for each of the geographic groups England, Northern
Ireland, Scotland and Wales.
44. A Member shall
belong to one national group only, but shall be entitled to elect (and
change his election) by notifying the secretary, in writing, the national
group to which he belongs and, in the absence of any such election,
shall belong to the national group of the country or principality in
which is situated his registered address as a Member.
45. The meetings
and proceedings of a national group and a National Council shall be
governed by the provisions of these presents for regulating meetings
and proceedings of the Association and the UK Management Committee,
so far as applicable, and, so far as the same shall not be superseded
by any regulations made by the UK Management Committee.
46. The mandatory
officers of each National Council shall be a chairman, and an honorary
secretary and its UK Management Committee representative, who can be
the chairman or honorary secretary in dual capacity. There may be other
officers, but shall not be mandatory.
47. The UK Management
Committee shall determine the terms of reference and the delegated powers
of each National Council, from time to time, as the UK Management Committee
thinks fit.
Committees
Sections and Groups
48(A) The UK Management
Committee may appoint or approve formation of and (subject to the specific
requirements of paragraphs D-L below) the constitution of:
i) Regional Groups
ii) Standing Committees
iii) Special Interest Groups
iv) Sections
v) Working Groups
of the Association.
48(B) The UK Management
Committee may at any time, alter, terminate and remove a member of any
of these Committees, Sections or Groups at any time.
48(C) The UK Management
Committee may set or approve the terms of the reference of these Committees,
Sections and Groups and the powers delegated to them and may alter or
terminate the terms of reference and the powers delegated.
48(D) The UK Management
Committee may authorise a Committee, Section or Group formed in accordance
with paragraph 48(A) to receive and expend money and to operate banking
accounts. The UK Management Committee may impose conditions upon the
authorisation, may alter those conditions and may terminate the authorisation
at any time. The finances of a Committee, Section or Group are part
of the finances of the Association. The Committee, Section or Group
shall;
(i) Keep, in respect
of its affairs, books of account consistent with the requirements of
paragraphs 57 to 62 inclusive and the accounting policies adopted by
the Association, at a place agreed with the UK Management Committee.
(ii) Deliver the
honorary treasurer of the Association copies of any financial statements
prepared for the officers or committee of management of the Committee,
Section or Group and its annual report and annual accounts.
(iii) Deliver to
any of the Officers any financial information or report required by
any of them and allow any of the Officers or any person authorised by
them to inspect the books and financial records at any time.
(iv) Operate in
all respects in compliance with the Memorandum and Articles of Association
of the Association for the time being.
48(E) Each Regional
Group shall consist of Members and Associate Members within a defined
geographical area (which may be altered by the UK Management Committee).
Each Regional Group shall be governed by the provisions of its own constitution
which shall provide, inter alia, that there shall be at least three
elected officers (including a chairman and an honorary secretary) and
a Committee of Management (of which elected officers will be members
ex officio) for the Regional Group.
48(F) Each Standing
Committee shall consist of such Members and/or Associate Members as
the UK Management Committee thinks fit, provided that a Member or Associate
Member shall only be appointed to one Standing Committee at any one
time. For the purposes of assessing the number of Standing Committees
to which a Member or Associate Member has been appointed, no consideration
shall be given to the appointment of a Member or Associate Member as
a representative of one of the national groups or Regional Groups or
as a member of a Section or Special Interest or Working Group. In the
event of an election of a Member or an Associate Member to more than
one Standing Committee, he shall decide which Standing Committee he
shall join and the vacant position on the other Standing Committee shall
be occupied by the person with the largest number of votes cast in his
favour in the election in respect of that Standing Committee who is
available to be appointed.
48(G) Each Standing
Committee shall, in exercise of any powers delegated to it, conform
to any regulation imposed on it by the UK Management Committee. The
meetings and proceedings of a Standing Committee shall be governed by
the provisions of these presents for regulating meetings and proceedings
of the UK Management Committee, so far as applicable, and so far as
the same shall not be superseded by any regulations made by the UK Management
Committee.
48(H) The president
of the Association shall be a member of each Standing Committee ex officio.
Each Standing Committee shall have power at any time, and from time
to time, to co-opt any Member or Associate Member of the Association
to the Standing Committee, either to fill a casual vacancy or as an
addition to the existing Standing Committee, but so that the total number
of members of the Standing Committee shall not, at any time, exceed
any number fixed by the UK Management Committee. A Member nominated
by each National Council shall be entitled to receive notice of, and
to attend and vote at, and to be counted in the quorum of every meeting
of a Standing Committee.
48(I) Each Standing
Committee shall elect a chairman at the first meeting of the Standing
Committee after each annual general meeting of the Association and shall,
at the same time, appoint a deputy chairman to assist, to deputise for
the chairman and to be prospective chairman (subject to election). Unless
removed from office as herein provided, the chairman and deputy chairman
of a Standing Committee shall serve for the period of two years and
the other members of a Standing Committee shall serve for the period
of three years. The chairman of a Standing Committee and members of
a Standing Committee shall not be eligible for re-election or re-appointment
to that Standing Committee during the year following completion of service
of the prescribed time, except that, in the case of a member of a Standing
Committee who becomes the chairman or deputy chairman of it, his service
as a member of the Standing Committee shall be disregarded.
48(J) Each Special
Interest Group shall consist of Members, Associate Members, and such
other persons as the UK Management Committee shall direct. Each Special
Interest Group shall be governed by the provisions of its own constitution
which shall provide, inter alia, that at least one of the Officers of
the Association shall be entitled to receive notice of, and attend and
vote at, and be counted in the quorum of every meeting of the Special
Interest Group. Where, in the opinion of the UK Management Committee,
the scale of the operation requires it, the UK Management Committee
shall direct a Special Interest Group to reconstitute itself as a Section.
The UK Management Committee may terminate a Special Interest Group at
any time.
48(K) Each Section
of the Association, shall consist of Members, Associate Members, and
such other persons as the UK Management Committee shall direct. Each
Section shall be governed by the provisions of a constitution which
shall provide, inter alia, that at least one of the Officers of the
Association shall be entitled to receive notice of, and attend and vote
at, and be counted in the quorum of every meeting of the Section.
48(L) Each Working Group, shall consist of Members, Associate Members
and such other persons as the UK Management Committee shall direct.
Proceedings of the UK Management Committee
49(A) The UK Management
Committee shall meet together for the dispatch of business, adjourn
and otherwise regulate its meetings as it thinks fit and determine the
quorum necessary for the transaction of business. Unless otherwise determined,
five Trustees present shall be a quorum. Questions arising at any meeting
shall be decided by a majority of votes. In the case of equality of
votes, the chairman shall have a second or casting vote.
49(B) A Trustee
may participate in a meeting of the UK Management Committee by means
of a conference telephone or similar communication equipment whereby
all the Trustees participating in the meeting can hear each other, and
Trustees participating in this manner shall be counted in the quorum
and shall be entitled to vote. The meeting shall be deemed to take place
where the largest group of those participating is assembled, or, if
there is no such group, where the chairman of the meeting is located.
50. A Trustee may,
and, on the request of a Trustee, the honorary secretary shall, at any
time, summon a meeting of the UK Management Committee by notice served
upon the several members of the UK Management Committee. A member of
the UK Management Committee who is absent from the United Kingdom shall
not be entitled to notice of a meeting. In this paragraph, references
to notice include the use of electronic communications, subject to such
terms and conditions as the UK Management Committee may decide.
50. The president
of the Association shall preside as chairman at every meeting of the
UK Management Committee, but if there shall be no such president, or
if, at any meeting, he shall not be present within five minutes after
the time appointed for holding the same, or shall be unwilling to preside,
the president-elect shall preside, or, if he shall be unwilling or not
present, the Trustees present shall choose one of their number to be
the chairman of the meeting.
51. The UK Management
Committee shall cause proper minutes to be made of the proceedings at
all meetings of the Association, the UK Management Committee and committees
of the UK Management Committee, and all business transacted at such
meetings, and any such minutes of any meeting, if purporting to be signed
by the chairman of such meeting or by the chairman of the next succeeding
meeting, shall be sufficient evidence, without any further proof, of
the facts therein stated.
52. A resolution
in writing signed by all the Trustees, for the time being, or all the
voting members of any committee of the UK Management Committee who are
entitled to receive notice of a meeting of the UK Management Committee,
or of such committee shall be valid and effectual as if it has been
passed at a meeting of the UK Management Committee or of such committee
duly convened and constituted.
53. Subject to the
provisions of the Act, the memorandum and articles and to any directions
given by special resolution, the business and affairs of the Association
shall be managed by the Trustees, who may exercise all the powers of
the Association. No alteration of the memorandum or articles, and no
such direction, shall invalidate any prior act of the Trustees which
would have been valid if that alteration had not been made or that direction
had not been given. The powers given by this regulation shall not be
limited by any special power given to the Trustees by the articles and
a meeting of the UK Management Committee at which a quorum is present
may exercise all powers exercisable by the Trustees.
54. The UK Management
Committee may delegate any of the day to day management of the Association
to an administrative director appointed by the UK Management Committee,
who need not be a Member of the Association. Any such delegation may
be made subject to any conditions the UK Management Committee may impose
and may be revoked or altered at any time.
55. The UK Management
Committee may delegate any of its powers to committees consisting of
such member or members of the UK Management Committee as they think
fit, and any committee so formed shall, in the exercise of the powers
so delegated, conform to any regulation imposed on it by the UK Management
Committee. The meetings and proceedings of such committee shall be governed
by the provisions of these presents for regulating meetings and proceedings
of the UK Management Committee so far as applicable and so far as the
same shall not be superseded by any regulations made by the UK Management
Committee.
The seal
56. The seal of
the Association shall not be affixed to any instrument except by the
authority of a resolution of the UK Management Committee and in the
presence of at least two of the Trustees, and the said Trustees shall
sign every instrument to which the seal shall be so affixed in their
presence and in favour of any purchaser or person bona fide dealing
with the Association, such signatures shall be conclusive evidence of
the fact that the seal has been properly affixed.
Accounts
57. The UK Management
Committee shall cause proper books of account to be kept in respect
to:
(A) all sums of
money received and expended by the Association and the matters in respect
of which such receipts and expenditure take place;
(B) all sales and
purchases of goods by the Association; and
(C) the assets and
liabilities of the Association.
Proper books shall
not be deemed to be kept if there are not kept such books of account
as are necessary to give a true and fair view of the state of the affairs
of the Association and to explain its transactions.
58. The books of
account shall be kept at the Office, or, subject to Section 222 of the
Act, at such other place or places as the UK Management Committee shall
think fit, and shall always be open to the inspection of the members
of the UK Management Committee and the Finance Standing Committee.
59. The UK Management
Committee shall, from time to time, determine whether, and to what extent,
and at what times and places, and under what conditions or regulations,
the accounts and books of the Association, or any of them, shall be
open to the inspection of Members, not being members of the UK Management
Committee, or the Finance Standing Committee and no Member (not being
a member of the UK Management Committee or the Finance Standing Committee)
shall have any right of inspecting any account or book or document of
the Association, except as conferred by statute or authorised by the
UK Management Committee, or by the Association, in general meeting.
60. At the annual
general meeting in every year, the UK Management Committee shall lay
before the Association a proper income and expenditure account for the
period since the last preceding account (or, in the case of the first
account, since the incorporation of the Association) made up to a date
not more than nine months before such meeting, together with a proper
balance sheet made up as at the same date. Every such balance sheet
shall be accompanied by proper reports of the UK Management Committee
and the auditors, and copies of such account, balance sheet and reports
(all of which shall be framed in accordance with any statutory requirements,
for the time being, in force) and of any other documents required by
law to be annexed or attached thereto or to accompany the same shall,
not less than twenty-one clear days before the date of the meeting,
subject, nevertheless, to the provisions of Section 238(4) of the Act
be sent to the auditors and to all other persons entitled to receive
notices of general meetings in the manner in which notices are hereinafter
directed to be served. The auditors' report shall be open to inspection
and be read before the meeting, as required by Section 241 of the Act.
Audit
61. Once, at least,
in every year, the accounts of the Association shall be examined and
the correctness of the income and expenditure account and balance sheet
ascertained by one or more properly qualified auditor or auditors.
62. Auditors shall
be appointed, and their duties regulated, in accordance with Sections
236, 237, 241, 247, 252, 262, 384 to 392 and 713 of the Act.
Notices
63. A notice may
be served by the Association upon any Member, either personally or by
sending it through the post in a pre-paid letter, addressed to such
Member at his registered address, as appearing in the register of members
or, where appropriate, by sending it using electronic communications
to an address for the time being notified by the Member concerned to
the association for that purpose or by publication on a website in accordance
with the Act or by any other means authorised in writing by the Member
concerned.
64. Any Member described in the register of members by an address not
within the United Kingdom, who shall, from time to time, give the Association
an address within the United Kingdom at which notices may be served
upon him, shall be entitled to have notices served upon him at such
address. Any Member whose registered address is not within the United
Kingdom and who gives to the Association an address for the purposes
of electronic communications may, at the absolute discretion of the
UK Management Committee, have notices or documents sent to him at that
address. Save as aforesaid, and as provided by the Act, only those Members
who are described in the register of members by an address within the
United Kingdom shall be entitled to receive notices from the Association.
65. Any notice,
if served by post, shall be deemed to have been served on the day following
that on which the letter containing the same is put into the post, and
in proving such services, it shall be sufficient to prove that the letter
containing the notice was properly addressed and put into the post office
as a pre-paid letter. Any notice served or delivered by the Association
by means of a relevant system shall be deemed to have been served or
delivered when the Association or any sponsoring system-participant
acting on its behalf sends the issuer-instruction relating to the notice.
Any notice or document sent by the Association using electronic communication
shall be deemed to have been received on the day following that on which
it was sent. Proof that a notice contained in an electronic communication
was sent in accordance with guidance issued from time to time by the
Institute of Chartered Secretaries and Administrators shall be conclusive
evidence that the notice was given. Any notice or document served, sent
or delivered by the Association by any other means authorised in writing
by the Member concerned shall be deemed to have been served, received
or delivered when the Association has carried out the action it has
been authorised to take for that purpose.
Dissolution
66. Clause 9 of
the memorandum of association, relating to the winding up and dissolution
of the Association, shall have effect as if the provisions thereof were
repeated in these articles.
Indemnity
67. Subject to the
provisions of the Act, every Trustee of the Association shall be indemnified
out of the assets of the Association against any liability incurred
by him in that capacity in defending any proceedings, whether civil
or criminal, in which judgement is given in his favour or in which he
is acquitted or in connection with any application in which relief is
granted to him by the court from liability for negligence, default,
breach of duty or breach of trust in relation to the affairs of the
Association.
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