FOR AN UNINCORPORATED ORGANISATION
HAVING A MEMBERSHIP AND CHARITABLE STATUS
The name of the Organisation is Sickle Cell and Thalassaemia Association of Nurses, Midwives and Allied Professionals (hereinafter called “the Association”)
The Association is established:
- For the care, welfare and treatment of persons who have a Haemoglobinopathy, including Sickle Cell and Thalassaemia, and support of their families, carers and dependents;
2.2 To promote the relief of such persons who have a Haemoglobinopathy, including Sickle Cell and Thalassaemia by the provision of care, counselling and information in line with current recognised guidelines, protocols, professional competencies and standards;
- To advance the education of the public about the effects of Sickle Cell and Thalassaemia with a view to promoting the general health care of individuals with these conditions at a local and national level;
- To enhance practice and development through relevant collaboration and affiliations, locally, nationally and internationally;
- To promote the role of nurses, midwives and other professionals practising in the field of haemoglobinopathies
- To develop and maintain a network of communication and support between health and allied professionals working with individuals with haemoglobinopathies across acute and community health care sectors;
- To share knowledge and information and discuss professional issues in order to promote best practice, equity and consistency across the specialism; and
- To initiate, conduct and participate in audit and research in the specialist and related field
- To work within agreed national standards in the delivery of care for individuals affected by sickle cell disease and thalassaemia
- To develop closer working relationships with key organisations such as the Sickle Cell Society, UK Thalassaemia Society and the UK Forum on Haemoglobin Disorders for the improvement of standard of care for the communities affected by these conditions
In furtherance of the said objects but not otherwise, the Association may:
- Employ and pay any person or persons not being a member of the Executive Committee to supervise, organise and carry on the work of the Association and make all reasonable and necessary provision for the payment of pensions an superannuation to or on behalf of employees and their widows, widowers and other dependants
- Establish where necessary local branches (whether autonomous or not).
- Bring together in conference representatives of voluntary organisations, Government departments, statutory authorities and individuals.
- Promote and carry out or assist in promoting and carrying out audits, research, surveys and investigations and publish the useful results thereof for the benefit of the patients, clients, associated professionals and the general public.
- Raise funds and invite and receive lawful contributions from any person or persons whatsoever by way of subscriptions and otherwise.
3.6 Carry on trade in so far as either the trade is exercised in the course of the actual carrying out of a primary object of the Association or is ancillary or incidental to carrying out of the objects.
- Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, workshops, lectures, classes, seminars, conferences and training courses.
- Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in the UK or overseas.
- Undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken managed or assisted by the Association.
- Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such as papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the said objects.
- Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Association.
- Make regulations for the management of any property which may be acquired
- Subject to such consents as may be required by law, sell lease or otherwise dispose of all or any of the property or assets of the Association.
- Subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and such security as shall be deemed necessary.
- Invest the monies of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (in any) as may for the time being be imposed or required by law.
- Do all such other lawful things as are necessary for attainment of the said objects.
Full membership of the Association shall be open to:
4.1 Nurses, midwives and other health and allied professionals working in the field of Haemoglobinopathy who are interested in furthering the work of the Association and who have paid the annual subscription (if any) as laid down by the Executive Committee hereinafter mentioned.
4.2 National, international and local voluntary or other non-profit making organisations, whether incorporated or unincorporated, which are interested in furthering the said work and have paid the annual subscription as aforesaid.
Member organisation of the Association:
4.2.1 Each member organisation shall appoint one individual person to represent it and vote at general meetings of the Association. In event of such individual person resigning or otherwise leaving an organisation, he or she shall forthwith cease to be a representative thereof.
- Each member organisation may appoint a deputy to replace an appointed representative if the latter is unable to attend any particular meeting of the Association, and observers (who shall not be entitled to vote) to attend any such meeting.
4.3 Honorary members:
4.3.1 Honorary members may be appointed at the Discretion of the said Executive committee in the furtherance of the objects.
4.3.2 Honorary members shall not be entitled to vote.
4.4 The said Executive committee shall have the right:
- To approve or reject applications for membership, and for good and sufficient reason to terminate the membership of any individual or organisation PROVIDED THAT the individual member concerned or the individual representing such an organisation (as the case may be) shall have the right to be heard by the said Executive Committee before a final decision is made.
- EXECUTIVE OFFICERS
- At the Annual General Meeting, (hereinafter mention ‘AGM’), the Association shall elect a Chair, Vice-Chair, a Treasurer, a Secretary and other Officers, and Honorary Officers as the Association shall from time to time decide.
5.2 The Chair and other Officers and the Honorary Officers of the Association shall hold office until the conclusion of the annual General meeting of the Association after their election, but shall be eligible for re-election PROVIDED THAT no Officer shall hold office for more than three consecutive years. On the expiration of such period, two further years must elapse before any former Officer shall be eligible for re-election.
- The Chair, Executive Officers and Honorary Officers shall automatically be members of the Association and of the said Executive Committee.
- The Association may appoint one or more qualified auditors and shall determine their remuneration, if any.
- MEMBERSHIP AND ROLE OF THE EXECUTIVE COMMITTEE
- Subject as hereinafter mentioned the policy and general management of the affairs of the
Association shall be directed by an Executive Committee (hereinafter called ‘the Committee’) which shall meet not less than four times a year and when complete shall consist of not less than four members.
6.2 The members of the Committee shall be elected at the Annual General meeting of the Association in accordance with Clause 9 hereof.
6.3 Election to the Committee shall be for three years. One third of the membership shall retire annually but shall be eligible for re-election, the members to retire being those who have been longest in office since the last election but not reckoning the Chair, Officers and Honorary Officers. As between members who have been in office the same length of time, those due to retire shall be chosen by lot.
- Only full members of the Association whether individual or representative shall be eligible to serve as Honorary Officers or members of the Committee. Nominations for Honorary Officers or members of the Committee must be made by full members of the Association in writing and must be in the hands of the Secretary at least twenty-eight days before the Annual General Meeting. Should nominations exceed vacancies, election shall either be by ballot or by a system of postal or email voting (the arrangements for which shall be made by the Committee).
- In addition to the members so elected and to those serving by virtue of Clause 5(c) hereof the Committee may co-opt up to four further members being full members of the Association whether individual or representative or a combination of both who shall serve until the conclusion of the next Annual General Meeting after individual co-option PROVIDED THAT the number of co-opted members shall not exceed one-third of the total membership of the Committee at the time of co-option.
- Any casual vacancy in the Committee may be filled up by the Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at the Meeting.
- The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
- The Committee shall appoint and fix the remuneration of staff (not being members of the Committee) as may in their opinion be necessary.
- The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Committee as soon as possible.
- TERMINATION OF MEMEBRSHIP OF THE EXECUTIVE COMMITTEE
A member of the Committee shall cease to hold office if he or she:
7.1 Is disqualified from acting as a member of the Committee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification
of that provision)
7.2 Becomes incapable whether mentally or physically of managing and administering his or her own affairs
- Cease to be a member of the Association
- Resigns his or her office by notice in writing
- Is absent from three consecutive meetings of the Committee and/or
for good and sufficient reason three-quarters of the other members of
the Committee pass a resolution that such a Committee member shall
be removed from office PROVIDED THAT a Committee member faced with
removal shall have the right to be heard by the other Committee members
before a vote is taken.
7.6 Has been removed from the register of their professional body.
- LOCAL BRANCHES
The Committee shall have power to establish local branches for the furtherance of the said objects. Each branch so established shall comply with and be subject to the following regulations:
- The branch shall act in pursuance of the said objects and of the policy of the Association and shall be subject to such conditions as may from time to time be laid down by the Committee.
- The title of the branch shall be subject to the prior approval of the Committee. No branch shall be entitled to use the expression ‘Sickle Cell and Thalassaemia Association of Nurses and Midwives and Allied Professionals’ unless at least one member of the branch’s governing body is a full member of the Association.
- The branch will be deemed to have adopted the model rules for branches as prescribed from time to time by the Committee unless it has, with the prior approval of the Committee, adopted other rules.
- The branch may publish literature solely in the name of the branch for local purposes but such literature shall not contain any statement contrary to the said objects or to the policy of the Association.
- Representations of whatever kind, other bodies and/or individuals may only be made by the branch through or with the prior approval of the Committee.
- All legacies bequeathed to the Association shall be received by the Treasurer or other appropriate officer of the Association but, subject to any special trusts by which such legacies may be affected, the Committee shall have power to direct that any legacy or the income there from shall be paid to a particular branch.
- The branch may be empowered by the Committee to receive donations and any money received or raised by it may be expended by the branch in its area solely for the furtherance of the said objects.
- Subject to these regulations, the branch may generally manage its own affairs and shall be solely responsible for its own debts and liabilities and shall not pledge the credit of the Association or that of the Committee or of any individual member of the Committee.
MEETINGS OF THE ASSOCIATION
- Once in each year an Annual General Meeting of the Association shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. At least 21 clear days’ notice shall be given in writing by the Secretary to each member. At such Annual General Meeting the business shall include the election for Honorary Officers; the election of full members to serve on the Committee; the appointment of an auditor, or independent examiner if required by the Constitution; the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited accounts; and the transaction of such other matters as may from time to time be necessary.
- The Chair of the Committee may at any time at his/her discretion and the Secretary shall within twenty one days of receiving a written request to do so, signed by not less than four full members whether individual or representative, and giving reasons for the request, call a Special General Meeting of the Association.
RULES OF PROCEDURE AT ALL MEETINGS
The quorum at a meeting of the Association shall be one-tenth of the total actual current membership of the Association and the quorum of the Committee or any committee appointed under Clause 5.1 hereof shall be one-half of the Committee or such other number as the Association may in General Meeting from time to time determine.
Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. Arrangements for postal voting may from time to time be made with regard to Clauses 14 and 15 hereof. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the Chair of
the meeting shall have a second or casting vote.
Minutes in hard copy or electronically shall be kept by the Committee and all other committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions.
- Standing Orders and Rules
The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Association. Such Standing Orders and/or Rules shall come into
operation immediately PROVIDED ALWAYS that they shall be subject to review
by the Association in a General Meeting and shall not be inconsistent with the
provisions of this Constitution.
All monies raised by or on behalf of the Association shall be applied to further
the objects of the Association and for no other purpose PROVIDED THAT nothing herein contained shall prevent:
- The repayment to members of the Committee or of any committee appointed under Clause 5(i) hereof of reasonable out-of-pocket expenses;
- The Committee being entitled to effect policies of indemnity insurance to cover the liability of the Committee which by virtue of any rule of law would otherwise attached to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Association; provided that any such insurance or indemnity shall not extend to any claim arising from any act or omission which the Committee knew to be a breach of trust or breach of duty or which was committed by the Committee in reckless disregard or whether it was a breach or duty or not and provided also that any such insurance shall not extend to the costs of an unsuccessful defence to a criminal prosecution brought against the Committee in their capacity as Trustees of the Association.
- 12. FINANCE
The Committee shall comply with their obligations under the Charities Act 1993(or any statutory re-enactment or modification of that Act) with regard to:
- The keeping of accounting records for the Association
- The preparation of annual statements of accounting records for the Association
- The auditing or independent examination of the statements of account of the Association
- The transmission of the statements of account of the Association to the Charity Commission
- A statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as aforesaid.
- An account or accounts shall be opened in the name of the Association with such bank or banks as the Committee shall from time to time decide. All cheques must be signed by not less than two authorised signatories.
13. TRUST PROPERTY
Subject to the provisions of sub-clause (2) of this clause, the Committee shall cause the title to:
13.1 All land held by or in trust for the Association which is not vested in the Official
Custodian for Charities; and
13.2 All investments held by or on behalf of the Association to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Committee at their pleasure and shall act in accordance with the lawful directions of the Committee. Provided they act only in accordance with the lawful directions of the Committee, the holding trustees shall not be liable for the acts and defaults of its members
13.3 The holding trustees shall be entitled to an indemnity out of the property of the Association for all expenses and other liabilities properly incurred by them in the discharge of their duties.
- ALTERATIONS TO THE CONSTITUTION
- Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a General Meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
- No amendment may be made to Clause 1 (the name of the charity clause), Clause 2 (the objects clause), Clause 15 (dissolution clause) or this clause without the prior consent in writing of the Charity Commission.
- No amendments may be made which would have the effect of making the charity cease to be a charity by law.
- The Committee should promptly send to the Charity Commission a copy of any amendment made under this clause.
If the Committee decide that it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote, of which meeting not less than twenty one days’ notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a two-thirds majority of those present and voting at such meeting the Committee shall have power to realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debt and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the Committee may determine.
Notices may be served on any member either personally or on its appointed representative as the case may be, or by sending it through the post in a prepaid letter addressed to such member at his/her or its last know address in the United Kingdom, and any letter so sent shall be deemed to have been received within ten days of posting.