DRAFT REVISED CONSTITUTION FOR DISCUSSION
The Constitution of The Association of Guyanese Nurses and Allied Professionals in the United Kingdom [ AGNAP(UK) ]
The Association’s name is The Association of Guyanese Nurses and Allied Professionals in the United Kingdom hereinafter variously called: AGNAP, AGNAP(UK), the Charity or the Association.
The Association is the holder of the Guyana Government’s Medal of Service and is thus entitled to use the words ‘Medal of Service’ or the abbreviation ‘MS’ in its self-description.
The Association is a Registered British Charity (registration number 1055894) and is thus entitled to use the words ‘Registered British Charity’ in its self-description.
TheAssociation’s objects (‘objectives’) are:
1. To contribute towards the relief of sickness in Guyana
2. To help in the advancement of health education in Guyana and in the United Kingdom.
3. To help in the preservation, protection and advancement of public health by providing information, training and advice to the public and to health professionals.
4. To contribute towards the relief of hardship in Guyana, particularly amongst those who are economically disadvantaged.
5. To affiliate to other institutions and charitable bodies in Guyana and in the UK which promote the health, health education and the wellbeing of the people.
5. Application of Income and Property
1. The income and property of the Charity shall be applied solely towards the promotion of its objects.
2. A Trustee may pay out or be reimbursed from the property of the Charity reasonable expenses properly incurred by him or her when acting on behalf and on the authority of the Charity.
3. None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Charity.
4. No Trustee may be paid or receive any other benefit for being a Trustee.
5. A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter. 6. In this Clause 4, “Trustee” shall include any person, firm or company connected with the Trustee.
7. The Charity may operate a welfare fund for the benefit of its members and for social purposes provided that no monies or goods received by the Association for its charitable objects shall be applied to this fund.
6. Dissolution 1. If the members resolve to dissolve the Charity the Trustees will remain in office as Charity Trustees and shall be responsible for winding up the affairs of the Charity in accordance with this clause. 2. The Trustees must collect in all the assets of the Charity and must pay or make provision for all the liabilities of the Charity. 3. The Trustees must apply any remaining property or money: (a) directly for the Objects, (b) by transfer to any charity or charities in the UK or Guyana for purposes similar to those of the Charity, (c) in any such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve, 4. The members may pass a resolution before or at the same time as the resolution to dissolve the Charity specifying the manner in which the Trustees are to apply the remaining property or assets of the Charity and the Trustees must comply with the resolution if it is consistent with paragraphs (a) to (c) inclusive in sub-clause 3. above. 5. In no circumstances shall the net assets of the Charity be paid to or distributed among the members or Trustees of the Charity
6. The Trustees must notify the Commission promptly that the Charity has been dissolved. If the Trustees are obliged to send the Charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Charity’s final accounts to the Commission. 7. Amendments 1. The Charity may amend any provision contained in this Constitution provided that:
(a) no amendment may be made that would have the effect of making the Charity cease to be a Charity at law; (b) no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to the Charity; (c) no amendment may be made to Clause 4 without the prior written consent of the Commission; (d) any resolution to amend a provision in this Constitution is passed by not less than two thirds of the members present and voting at a general meeting.
2. A copy of any resolution amending this constitution shall be sent to the Commission within twenty-one days of it being passed. 8. Membership 1.Membership of the Association is open to persons of good repute and of good intent who are over eighteen, are interested in health care in the UK and/or Guyana and whose application for membership is approved by the Trustees.
2. Trustees must keep a register of names and addresses of the members which must be made available to any member or to the Commission upon request.
9. Termination of Membership Membership shall be terminated if:
1. the member resigns by written notice to the Charity unless, after the resignation, there would be less than two members remaining in the Charity. 2 the member is removed from membership by a resolution of the Trustees that it is in the best interests of the Charity that his or her membership be terminated.
3. a member owing money or a duty of care to the Charity has not paid the money or performed the duty of care within two months of being requested to do so by the Trustees.
10. Meetings 1. The Charity must hold a general meeting within twelve months of the date of the adoption of this constitution. 2. An annual general meeting (AGM) must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.
3. All general meetings other than AGMs shall be called “Members’ meetings.”
4. The Trustees may call Executive Committee meetings at any time. 5. The Trustees must call a Members’ meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. 6. If the Trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a Members’ meeting but in doing so they must comply with the provisions of this Constitution. 7. The minimum period of notice required to hold any general meeting of the Charity is fourteen clear days from the date on which the notice is deemed to have been given. 8. A general meeting may be called by shorter notice if it is so agreed by all the members entitled to attend and vote. 9. The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. 10. The notice must be given to all the members and to the Trustees. 11. Quorum 1. No business shall be transacted at any Members meeting unless a quorum is present. 2. A quorum shall comprise:
(a) 10 members entitled to vote upon the business to be conducted at the meeting; or (b) One tenth of the total members, present at the time: whichever is the greater. 3. If:
(a) a quorum is not present within half an hour from the time appointed for the meeting; or
(b) during a meeting a quorum ceases to be present,
the meeting shall be adjourned until such time and unto such place as the Trustees shall determine.
4. The Trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date time and place of the re-convened meeting. 5. If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time, regardless to their number, shall constitute the quorum for that meeting. 12. Chair 1. General meetings shall be chaired by the person who has been elected as Chair. 2. If there be no such person or he or she is not present within fifteen minutes of the time appointed for the meeting the Vice Chair or a Trustee nominated by the Trustees shall chair the meeting. 3. If there is only one Trustee present and willing to act, he or she shall chair the meeting. 4. If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.
13. Adjournments 1. The members present at a meeting may resolve that the meeting shall be adjourned. 2. The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are specified in the resolution. 3. No business shall be conducted at an adjourned meeting save that which would properly have been conducted at the original meeting had the adjournment not taken place. 4. If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting.
14. Votes 1. Each member, including the person chairing the meeting, shall have one vote.
2. If there is an equality of votes, the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have cast.
3. A resolution in writing signed by each member who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members.
15. Officers and Trustees
1. The Charity and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this Constitution. The officers and other members of the committee shall be the Trustees of the Charity and in this Constitution are together “the Trustees”
2. ‘The Charity shall have the following officers (‘Exectives’):
(a) A chairperson and a vice chairperson,
(b) A secretary and an assistant secretary,
(c) A treasurer and an assistant treasurer,
It may also have all or any of the following officers:
(d) a fundraising secretary
(e) an organising secretary
(f) a membership secretary
(g) a. pastoral officer
(h) a publicity officer
(i) a maximum of seven (7)further executives, either as assistants to the officers named in this subclause in (d- h) above or being themselves without portfolio, subject to sub clause 5 below
3. A Trustee must be a member of the Charity
4.. No one may be appointed Trustee if he or she would be disqualified from acting under the provisions of Clause 19.
5. The number of Trustees shall be not less than 3, but (unless otherwise determined by a resolution of the Charity in general meeting) shall be subject to any maximum of 20 persons.
6. A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees. 17. The Appointment of Officers and Trustees
1. The Charity in its AGM shall elect the Officers and the other Trustees.
2. The Trustees may appoint any person who is willing to act as a Trustee. Subject to sub-clause 5(b) of this clause, they may also appoint Trustees to act as officers.
3. Each of the Trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall be eligible for re-election at that annual general meeting.
4. No-one may be elected a Trustee or an Officer at any Annual General Meeting unless prior to the meeting the Charity is given a notice that: (a) is signed by a member entitled to vote at the meeting; (b) states the member’s intention to propose the appointment of a person as a Trustee or as an officer; (c) is signed by the person who is to be proposed to show his or her willingness to be appointed.
5. The appointment of a Trustee, whether by the Charity in general meeting or by the other Trustees, must not cause the number of Trustees to exceed any number fixed in accordance with this constitution as the maximum number of Trustees.
18. Titular Officials
1. The Trustees may appoint:
(a) a president
(b) a maximum of two vice presidents
(c) a maximum of five patrons
None of whom shall by virtue of their position be a Trustee but any of whom may, on invitation of the Chairperson, attend Executive meetings of the Charity at which they shall have right of audience and be entitled to vote. 19 Powers of Trustees
1. The Trustees shall manage the business of the Charity, with the following powers to further its Objects
(a) to raise funds for the Charity.
(b) to authorise the spending of the Charity’s funds;
(c) to comprise the Executive Committee of the Charity;
(d) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(e) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects
(f) to acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed with objects compatible with those of AGNAP;
(g) to set aside income as a reserve against future expenditure in accordance with a written policy on reserves;
(h) to obtain and pay for such goods and services as are necessary to carry out the work of the Charity;
(k) to open and operate such bank and other accounts as they consider necessary, to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000, whilst ensuring that such funds be timely used for the purposes for which they were raised or donated;
(l) to do all such other lawful things as are necessary for the achievement of the Objects;
2. No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.
3. Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.
20. Disqualification and Removal of Trustees
A Trustee shall cease to hold office if he or she:
1. is disqualified for acting as a Trustee by virtue of section 72 of the Charities Act 1 993 (or any statutory re-enactment or modification of that provision);
2. ceases to be a member of the Charity;
3. becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs;
4. resigns as a Trustee by notice to the Charity (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or js absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.
20. Proceedings of Trustees 1. The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution. 2. Any Trustee may call a meeting of the Trustees. 3. The secretary must call a meeting of the Trustees if requested to do so by a Trustee. 4. Questions arising at a meeting must be decided by a majority of votes. 5. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote. 6. No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made. 7. The quorum shall be two or the number nearest to one third of the total number of Trustees, whichever is the greater or such larger number as may be decided from time to time by the Trustees. 8. A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote. 9. If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting. 10. The person elected as the Chair shall chair meetings of the Trustees. 11. If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting. 12. The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees. 13. A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held. 14. The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees.
21. Delegation 1. The Trustees may delegate any of their powers or functions to a committee of two or more Trustees but the terms of any such delegation must be recorded in the minute book. 2. The Trustees may impose conditions when delegating, including the conditions that: (i) the relevant powers are to be exercised exclusively by the committee to whom they delegate; (ii) no expenditure may be incurred on behalf of the Charity except in accordance with a budget previously agreed with the Trustees. 3. The Trustees may revoke or alter a delegation. 4. All acts and proceedings of any committees must be fully and promptly reported to the Trustees. 22. Irregularities in Proceedings 1. Subject to sub-clause 2. of this clause, all acts done by a meeting of Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote by a Trustee: (i) who was disqualified- from holding office; (ii) who had previously retired or who had been obliged by the constitution to vacate office; (iii) who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; if, without: that Trustee being counted in the quorum, the decision has been made by a majority of the Trustees at a quorate meeting. 2. Sub-clause 1. of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been void. 3. No resolution or act of (a) the Trustees (b) any committee of the Trustees (c) the Charity in general meeting shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Charity. 23. Minutes The Trustees must keep minutes of all: 1. appointments of Officers and Trustees made by the Trustees; 2. proceedings at meetings of the Charity; 3. meetings of the Trustees and committees of Trustees including: (i) the names of the Trustees present at the meeting; (ii) the decisions made at the meetings; and (iii) where appropriate the reasons for the decisions. 24. Annual Report and Return and Accounts 1. The Trustees must comply with their obligations under the Charities Act 1993 and current requirements of the Commission with regard to: (a) the keeping of accounting records for the Charity; (b) the preparation of annual statements of account for the Charity; (c) the transmission of the statements of account to the Charity; (d) the preparation of an Annual Report and its transmission to the Commission; (e) the preparation of an Annual Return and its transmission to the Commission. 2. Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body. 25. Registered particulars The Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities. 26. Property The Trustees must ensure the title to: (a) all land held by or in trust for the Charity that is not vested in the Official Custodian of Charities; and (b) all investments held by or on behalf of the Charity is vested either in a corporation entitled to act as custodian Trustee or in not less that three individuals appointed by them as holding Trustees 2. The terms of the appointment of any holding Trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of the Charity. 3. Trustees may remove the holding Trustees at any time. 27. Repair and insurance The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability. 28. Notices 1. Any notice required by this constitution to be given to or by any person must be: (a) in writing; or (b) given using electronic communications. 2. The Charity may give any notice to a member either: (a) personally; or (b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or (c) by leaving it at the address of the member; or (d) by giving it using electronic communications to the member’s address. 3. A member who does not register an address with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity. 4. A member present in person at any meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called. 5. (a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. (b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. (c) A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent. 29. Rules 1. The Trustees may from time to time make rules or bye-laws for the conduct of their business. 2. The bye-laws may regulate the following matters but are not restricted to them: (a) the admission of members of the Charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members; (b) the conduct of members of the Charity in relation to one another, and to the Charity’s employees and volunteers; (c) the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes; (d) the procedure at general meeting and meetings of the Trustees in so far as such procedure is not regulated by this Constitution; (e) the keeping and authenticating of records. (If regulations made under this clause permit records of the Charity to be kept in electronic form and require a Trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated. (f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated associate 3. The Charity in general meeting has the power to alter, add to of repeal the rules or bye-laws. 4. The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the Charity. 5. The rules or bye-laws shall be binding on all members of the Charity. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.
– END OF DRAFT DOCUMENT –