Constitution
The body shall be called
The National Association for Safety and Health in Care Services (NASHiCS)
and shall be referred to in this constitution as The Association.
(a) Subject to the matters set out below, the Association and its property shall be administered and managed in accordance with this Constitution by the members of the executive committee constituted by clause 7 of this Constitution (the “National Executive”).
(b) There shall be an Administrator to support the work of the Association.
(c) Business of the Association shall be carried out in accordance with the principles of equality of opportunity.
The objects for which the Association is established (the “Objects”) are:
(a) to promote and improve health, safety and welfare within care services;
(b) to provide a forum for individuals and organisations involved in any aspect of health and safety, to facilitate the exchange and sharing of information, experience and expertise;
(c) to promote and encourage the development and adoption of the highest professional standards and codes of practice by formulating and publishing guidelines, policy papers and authoritative statements;
(d) to establish and maintain communications and promote the exchange of information with other organisations, government departments and agencies; and
(e) such other purposes relating to health, safety and welfare within care services as may be thought fit.
(a) In furtherance of the Objects but not otherwise the National Executive has the power to:
(i) encourage collaboration between all those interested and concerned with improving health, safety and welfare within care services;
(ii) co-operate with other bodies and to exchange information and advice with them;
(iii) encourage and commission research, study and dissemination of information and publish results and findings as appropriate;
(iv) publish and distribute books, pamphlets, reports, leaflets, journals, films, tapes, instructional matter and any other form of information in or on any media;
(v) generate sufficient resources to ensure the viability of the Association;
(vi) promote the Association in all appropriate ways;
(vii) receive donations, membership subscriptions and legacies from persons desiring to promote the Objects;
(viii) subject to clause 7(e) below, employ and remunerate any person or persons as necessary for the proper pursuit of the Objects, including the employment of an Administrator, paid or otherwise, and to make reasonable provision for the payment of pensions for employees and their dependents, as required and appropriate;
(ix) to borrow or raise money and to give security for money borrowed or grants or other obligations by mortgage, charge, lien or other security on the Association’s property and assets, subject to such consents as may be required by law or the Operating Procedures of the Association from time to time;
(x) invest the moneys of the Association in or upon such investments, securities, or property as may be thought fit in the absolute discretion of the National Executive, subject nevertheless to such conditions (if any) and such consents (if any) as may be required by law;
(xi) buy, lease, hire or otherwise acquire and deal with any real or personal property and any rights or privileges of any kind over or in respect of any real or personal property and maintain, alter, improve, manage, develop, construct, repair or equip it for use; and
(xii) subject to the Operating Procedures of the Association, do anything lawful which is calculated to further the Objects or is conducive or incidental to doing so.
(a) Membership is open to individuals and organisations from the social care services sector and from sectors related, directly or indirectly, to social care (“Relevant Organisations”) who are interested in furthering the work of the Association.
(b) There shall be four categories of membership:
(i) Individual Full Membership;
(ii) Individual Associate Membership;
(iii) Individual Retired Membership; and
(iv) Corporate Membership.
(c) Further details regarding membership including the rights and benefits of membership shall be set out on the Association’s website.
(d) Membership under clause 5(b) shall be subject to an annual subscription, which:
(i) shall be paid by or on behalf of members; and
(ii) be of such amount and payable on such a day and in such a manner as the National Executive may from time to time determine unless in their absolute discretion (and for such period as it determines) a member’s subscription is waived.
(e) In the event that a subscription is not received by the due date as notified to members, membership shall lapse, which may, at the discretion of the National Executive, result in members being unable to attend meetings, vote or have access to any other membership benefits. Where membership remains unpaid for a period of three (3) months after becoming due, membership shall terminate automatically without notice.
(a) Individual memberships of the Association shall be open to individuals over the age of 16 years.
(b) Every application for membership shall be submitted to the Administrator (or in the absence of an Administrator, to such other person as the National Executive may direct from time to time). The Administrator (or other person as applicable) may approve the application for membership or refer the application to the National Executive. The National Executive shall have absolute discretion as to whether any application so referred to it is approved.
(c) Voting eligibility:
(i) each member who holds Individual Full Membership has one (1) vote. To avoid doubt, where membership is held jointly only one (1) vote may be cast in total;
(ii) each member who holds Individual Retired Membership has one (1) vote;
(iii) Corporate Membership entitles the corporate member to one (1) vote only and corporate members must ensure only one (1) named person votes on their behalf; and
(iv) members who hold Individual Associate or Honorary Membership are not eligible to vote on any matters.
(d) Subject to payment of the appropriate membership fees (see clause 5) and meeting the relevant eligibility criteria, members may transfer between membership grades, with the prior written consent of the National Executive.
(e) The National Executive may, unanimously and for good reason, terminate the membership of any member, provided that:
(i) the member is provided with 14 days’ written notice of the proposal to terminate membership; and
(ii) the National Executive permit the member concerned to make representations as to the proposed termination and give due consideration to any representations made by the member concerned before a final decision is made. The decision of the National Executive will be final.
(f) To avoid doubt:
(i) prior to any proposal to terminate membership, the National Executive will ensure that such enquiries and investigations as are proper in the circumstances to establish relevant facts are carried out; and
(ii) the provisions to expel a member may not be exercised capriciously.
(g) Members who are not eligible to vote who attempt to vote shall be referred to the National Executive who shall determine whether such a breach should be grounds for termination of membership in accordance with sub-clause (e) above.
(h) Each member shall be issued with a certificate of membership which shall at all times remain the property of the Association and shall be returned to the Association on cessation of membership for any reason.
(i) Each member, as a fundamental condition of membership, formally agrees and undertakes to be bound by, and comply with the terms of this Constitution, as it may be amended from time to time in accordance with its terms.
(j) Members may state (in the public domain) that they are members of the Association, provided that they follow (at all times) such branding guidance (including any social media guidance) as may be notified to them from time to time by the National Executive. Members shall not, without the prior written consent of a National Officer, hold themselves out in any way on any forum as being able to represent the views or opinions of the Association.
(k) No member, without the prior written consent of a National Officer, shall in any way hold themselves, as being in any way authorised to give any commitment or undertaking of any nature whatsoever in the name or on behalf of the Association whether intended to be legally binding or not.
(l) All members shall respect the right of confidentiality of all other members and shall not disclose to any other person or organisation any views expressed or statements made by any other member in any way which might lead to that member being identified as the author or originator of such views or statements, except to the extent that any legally enforceable obligation may require such disclosure.
(m) All members must advise the Administrator in writing of any change of contact information.
(n) Members shall be entitled to bring any guests to certain events provided that members are responsible for the conduct of their guests, particularly as regards the confidentiality requirement set out in clause 6(j) above. Guests are not permitted at meetings of the Association. To avoid doubt, the National Executive may determine (at their sole discretion) the criteria for attendance of guests at any event and the terms on which they can attend, if at all.
(o) Members may resign their membership at any time in writing to the Administrator, however, the subscription fee paid for the year is non- Refundable.
(p) Where membership is terminated in accordance with this Constitution, the subscription fee paid for the year is non-refundable.
(a) It shall at all times be the duty of the National Executive to seek to manage the affairs of the Association in an effective and cost efficient way.
(b) The National Executive shall consist of a minimum of ten (10) and maximum of twelve (12) members elected in accordance with this Constitution.
(c) The National Executive shall be responsible for:
(i) formulating and implementing a business plan which meets the Objects;
(ii) organising the AGM of the Association in accordance with the Constitution;
(iii) recommending changes to this Constitution;
(iv) appointing an external auditor;
(v) ensuring that accounting records are kept in respect of the Association and that such records are audited annually or at such other periods as the National Executive shall determine;
(vi) agreeing subscription fees for members;
(vii) establishing regional groupings of the Association and any applicable terms relating to such groups; and
(viii) developing and maintaining the Association’s operating procedures (“Operating Procedures”).
(d) The members of the National Executive shall be elected to office in accordance with the provisions of clause 9.
(e) Subject to sub-clauses (i) and (ii) below, no member of the National Executive shall acquire any interest in property belonging to the Association (otherwise than as a trustee for the Association) or receive remuneration or be interested (otherwise than as a member of the National Executive) in any contract entered into by the Association.
(i) Any member of the National Executive who is a person engaged in a profession (including as a solicitor or accountant) may charge and be paid all the usual professional charges for business done by them or their firm when instructed by the other members of the National Executive to act in a professional capacity on behalf of the Association, provided that:
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- at no time shall a majority of the members of the National Executive benefit under this provision; and
- any member of the National Executive that may, or does, benefit pursuant to this provision withdraws from any meeting (including the relevant vote(s)) where the relevant instruction and/or remuneration is considered,
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(ii) In exceptional circumstances the National Executive may determine that additional expenses representing a reasonable honorarium may be paid from the Association’s funds to a member of the National Executive in respect of an exceptional amount of time expended by that member on Association business, provided that:
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- at no time shall a majority of the members of the National Executive benefit under this provision; and
- any member of the National Executive that may, or does, benefit pursuant to this provision withdraws from any meeting (including the relevant vote(s)) where the matter and/or remuneration is considered,
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(f) Members of the National Executive share an equal responsibility for the work of the National Executive and for the duties and responsibilities which emanate from such work.
(g) Members of the National Executive are required to attend a minimum of 50% of the National Executive meetings held over their term of office unless exceptional circumstances apply, which will be at the discretion of the other members of the National Executive.
(a) The National Executive shall hold meetings at least once per quarter in each year (January to December).
(b) An extraordinary meeting of the National Executive may be called at any time by the National Chair (or the National Vice Chair in their absence) or by any two members of the National Executive on not less than seven (7) days’ notice being given to the other members of the National Executive in writing.
(c) Meetings of the National Executive may be held in person, by suitable electronic means or via a hybrid option as agreed by the National Executive from time to time provided that all members are able to hear and communicate with each other.
(d) Meetings of the National Executive shall be chaired by the National Chair, or in their absence, the National Vice Chair. If both the National Officers are absent, the members of the National Executive present shall choose one of their number to chair the meeting before any other business is transacted.
(e) The quorum for meetings of the National Executive shall be 50% of members.
(f) The National Officers shall prepare an agenda for each meeting and circulate it to the members of the National Executive at least seven (7) days prior to each such meeting.
(g) Decisions of the National Executive shall be taken by simple majority vote of those present at the meeting. In the event of a tied vote, the National Chair or, in the absence of the National Chair, the person chairing the meeting shall have a second or casting vote.
(h) The Association shall produce and keep minutes of all meetings of the National Executive and shall circulate copies of the same to each member of the National Executive.
(i) The National Executive may delegate any of their powers to any subcommittee consisting of one or more members of the National Executive and one of these members shall chair the subcommittee. Any such delegation may be subject to such conditions as the National Executive may impose and may be revoked at any time by the National Executive provided that all acts and proceedings of any such subcommittee shall be fully and promptly reported to the National Executive in accordance with the conditions of any delegation, or in the absence of such conditions at the next ordinary meeting. All decisions of subcommittees shall be subject to final ratification by the National Executive. To avoid doubt, the National Executive may invite non-National Executive members to take part in any such sub-committees.
(j) Subject to the provisions of this Constitution, the National Executive may regulate their meetings as they deem fit from time to time.
(k) The proceedings of the National Executive shall not be invalidated by any vacancy among their number or by any defect in the election, appointment or qualification of a member.
(l) No person may serve (or continue serving) as a member of the National Executive if they are (or become) disqualified under the provisions of this Constitution.
This clause 9 is subject to the transitional provisions set out in clause 13.
(a) The members of the National Executive shall be elected to office in accordance with the provisions of this clause 9 and shall retire from office pursuant to the remainder of this clause. The rules relating to co-option of members is contained in clause 11.
(b) Subject to earlier termination in accordance with this Constitution, members of the National Executive (including its National Officers) shall hold office for a term of two (2) years and will be eligible for re-election at the end of their term of office up to a maximum of three (3) terms. Subject to clause 9(c), a member who has served for six (6) consecutive years in office will be eligible for re-election following a gap of at least one (1) year. For the avoidance of doubt, time holding office includes both as a member of the National Executive and/or as a National Officer. For example, if the National Executive member undertakes two terms of two years each and then undertakes a two year period as a National Officer, they will be required to stand down at the end of their two year period as a National Officer.
(c) In exceptional circumstances, a member of the National Executive may be permitted to stand for additional one (1) year periods, provided that, no member may hold office for a period of more than nine (9) consecutive years. Where this clause 9(c) applies and the individual steps down from any extended period of office, they will be eligible for re- election following a gap of at least one (1) year.
(d) Not less than two (2) months prior to the AGM, the Association shall notify the membership and request nominations of candidates for the National Executive. The National Executive shall also confirm the number of vacancies.
(e) Nominees must be Individual Full or Retired Members of the Association or a duly appointed representative of a Corporate Member. No Corporate Member may have more than one representative as a member of the National Executive at any time. For the avoidance of doubt, Individual Associate Members and Honorary Members are unable to stand for election on the National Executive.
(f) All nominations for election as members of the National Executive must be made by members of the Association in writing (which includes electronic means specified in the notice) and in accordance with the timescale set out by the National Executive. Any nomination not received by the deadline, for whatever reason, shall be deemed invalid and the nominee shall not be eligible to stand for election.
(g) Should nominations exceed vacancies, an election by ballot will be organised by the National Executive. Notice of the arrangements for the ballot will be communicated to all members who are eligible to vote. At the discretion of the National Executive ballots may be held by suitable electronic means.
(h) Each member who is eligible to vote shall have the right to cast one (1) vote in elections.
(i) The nominee(s) who receive the largest number of votes shall be deemed elected and the names of the members duly elected shall be announced at the AGM.
(j) The number of votes cast for each nominee shall be advised in writing by electronic means to each nominee.
(k) All nominations and ballot papers received shall be retained for a minimum period of six (6) months from the date of the election and be made available for inspection by any member upon the giving of reasonable notice.
(l) No person shall act as a member of the National Executive whether on a first or on any subsequent entry into office until after confirming in writing their willingness to act.
(m) The persons elected for the various posts shall take up their respective offices with effect from the date specified in the notice calling for nominations.
(a) Subject to clause 9(b), the National Executive shall appoint from among their number when the position is vacant, the following officers:
(i) Chair; and
(ii) Vice Chair.
(“National Officers”)
(b) The National Executive may from time to time appoint a Treasurer. The post may be filled by a member of the National Executive, other than National Officers, or by a non- member of the National Executive co-opted for the purpose by the National Executive, for a period not exceeding two (2) years or as the National Executive shall deem appropriate.
(c) The National Officers will be elected by simple majority voting of the National Executive and in the event a majority is not obtained, the Chair or outgoing Chair (as appropriate) shall have the casting vote.
(d) Role descriptions of the National Officers shall be determined by the National Executive from time to time.
(a) If the number of members of the National Executive is less than the minimum prescribed pursuant to this Constitution then the National Executive may appoint co-opted members to fill the vacancies available. Co-opted members shall be appointed at an extraordinary meeting of the National Executive and the term of office of the co-opted member shall take effect from the end of that meeting until the date of the next AGM. To avoid doubt, where there is a vacancy an election shall be held in accordance with clause 9 above to fill the vacancy at the next scheduled AGM.
(b) In addition to the provisions at clause 11(a) above, the National Executive may co-opt members to cover prolonged periods of absence up to one (1) year, if the National Executive (at its absolute discretion) determine this to be in the best interests of the Association. For the avoidance of doubt, if the prolonged period of absence continues for a period of beyond one (1) year, the co-opted member’s period may be extended to the next scheduled AGM, at which point the position will be subject to an election.
(c) The persons co-opted may then stand for election to the National Executive at the end of their term subject to meeting all requirements for election within this Constitution.
(d) The person(s) co-opted pursuant to this clause 11, are, for the duration of their appointment, full members of the National Executive with equal voting rights.
(a) A member of the National Executive shall cease to hold office if they:
(i) in the written opinion of a registered medical practitioner who is treating the member, have become physically or mentally incapable of acting as a member of the National Executive and may remain so for more than three months;
(ii) are absent without the permission of the National Executive from all scheduled meetings held within a period of six (6) months and the National Executive resolve that their office be vacated;
(iii) are absent from all scheduled meetings for a prolonged period of one (1) year;
(iv) cease to be a member of the Association;
(v) have a bankruptcy order made against them or a composition (such as an individual voluntary arrangement (IVA)) is made with their creditors generally in satisfaction of their debts;
(vi) are disqualified from, or prohibited from, acting as a director of a company or a trustee of a charity;
(vii) resign by written notice to the National Executive (but only if at least 50% of the members of the National Executive will remain in office when the notice of resignation takes effect).
(viii) are removed in accordance with the following procedure:
Members of the National Executive may be removed from office by a resolution (of a simple majority) of the other members of the National Executive, where they consider that it is in the best interests of the Association that their office be vacated, passed at an extraordinary meeting of the National
Executive at which at least half of the National Executive members are present. Such a resolution must not be passed unless:
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- the individual concerned has been given at least 14 days’ notice in writing of the meeting of the National Executive at which the resolution will be proposed and the reasons why it will be proposed; and
- the individual concerned has been given a reasonable opportunity to make representations to the meeting either in person or in writing. The other members of the National Executive must consider any representations made by the individual concerned (or the individual’s representative) and inform the
individual concerned of their decision following such consideration. There shall be no right of appeal from a decision of the National Executive to remove a Member of the National Executive under this provision.
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(a) Following the adoption of this Constitution at the 2023 AGM, and subject to sub-clauses (b) and (c) below, the National Officers in post at that time may remain in post for such period as the National Executive considers in the best interests of the Association, provided that such period does not exceed two (2) years from the date this Constitution is adopted by Members.
(b) At the AGM which is one (1) year following the 2023 AGM, 50% of the National Executive members who have served over nine (9) consecutive years in office (at that date) shall resign. In the absence of voluntary resignations, a straw poll shall be taken to determine which such members shall resign. The results of the straw poll shall be final.
(c) At the AGM which is two (2) years following the 2023 AGM, the remaining members of the National Executive who have served in excess of nine (9) consecutive years in office (at that date) shall resign.
(a) The funds of the Association, including donations, contributions and bequests, shall be paid into an account or accounts operated by the National Executive in the name of the Association at such bank or banks as the National Executive shall from time to time decide. All payments made from the Association’s account(s) (including payments by cheque) must be made in accordance with such bank mandate or policy as the National Executive may from time to time approve.
(b) The funds belonging to the Association shall be applied only in furthering the Objects and the business of the Association as set out in this Constitution.
(a) Subject to the provisions of sub-clause (b) of this clause, the National Executive shall cause the title to all land held by or in trust for the Association; and 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 (3) individuals appointed by them as holding trustees. Holding trustees may be removed by the National Executive at their pleasure and shall act in accordance with the lawful directions of the National Executive. Provided they act only in accordance with the lawful directions of the National Executive, the holding trustees shall not be liable for their own acts and defaults.
(b) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Association, the National Executive may permit any investments held by or in trust for the Association to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the National Executive, and may pay such a nominee reasonable and proper remuneration for acting as such.
The National Executive shall appoint an external auditor to conduct an annual audit of the Association’s accounts, accounting records and procedures to report to the members on the same and to recommend to the National Executive any matters which the auditor may deem appropriate. The National Executive shall agree the fee for such audit.
(a) The Association shall hold an annual general meeting (AGM) each year, with not less than nine (9) months and not more than fifteen (15) months elapsing between successive AGM’s. The National Executive shall set the date, time and place of the meeting.
(b) An AGM may be held either in person, or by suitable electronic means or via a hybrid option as agreed by the National Executive from time to time provided that all members are able to hear and communicate with each other.
(c) The National Chair shall act as Chair at AGMs. If the National Chair is absent from any meeting and the National Vice Chair is unavailable, the members of the National Executive present shall choose one of their number to chair the meeting before any other business is transacted.
(d) At least twenty eight (28) days prior to the date specified for the AGM, the National Executive shall issue a notice to all members calling the AGM.
(e) The notice shall specify the date, time and place of the meeting and the general nature of the business to be transacted which shall include the normal business of the approval of the minutes of the previous AGM and of any extraordinary general meetings held since the previous AGM, and consideration and approval of the Association’s annual audited accounts, receive relevant reports and ratification of the appointment of the external auditor. The notice shall also include a statement setting out the right of members to appoint proxies.
(f) Any accidental or unavoidable failure to give proper notice or the non-receipt of notice by anyone entitled to receive it will not invalidate any proceeding at the meeting.
(g) All members of the Association shall be entitled to attend but only members who are eligible to vote may vote in relation to any motions, resolutions or elections. Any member unable to attend in person shall be entitled to appoint a proxy to speak and vote on that member’s behalf. The Association must be notified of the appointment of a proxy, by the member concerned, in writing by post or electronically not less than forty eight (48) hours before the commencement of the AGM.
(h) No business shall be transacted at an AGM unless a quorum is present. The quorum for an AGM shall be taken at the commencement of the meeting and the taking of any vote, in person or by proxy shall be twenty (20) of those members of the Association entitled to attend and vote.
(i) Votes will be taken at the meeting on a show of hands. At the discretion of the National Chair, a ballot may be ordered. For all business at an AGM (except constitutional changes in accordance with clause 22), decisions will be made by a simple majority of those voting. In the event of an equality of votes, the Chair shall have a second or casting vote.
(j) If a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the meeting, if convened upon requisition shall be dissolved, but in any other case, it shall stand adjourned to another day, not less than seven (7) days from the original meeting, at a time and place as determined by the National Executive and notified to all voting members. If at such an adjourned meeting a quorum is not present; those members present in person or by proxy and entitled to vote shall be a quorum. Proxy votes received for the adjourned date and time shall be carried forward to the adjourned meeting unless a withdrawal is received from a voting member in writing of their proxy.
(k) No business may be transacted at an adjourned AGM which could not properly have been transacted at the meeting if the adjournment had not taken place.
(l) Proceedings at an AGM shall not be invalidated because a person entitled to receive notice of the meeting did not receive it because of an accidental or avoidable failure to give proper notice or the non-receipt of any notice by a person entitled to receive notice.
(a) Any general meeting of the Association which is not an AGM shall be an extraordinary general meeting.
(b) An extraordinary general meeting may be convened at the request of the National Executive and/or on the written request of at least twenty (20) members of the Association who are eligible to vote stating the business to be considered. The Administrator shall call such a meeting.
(c) Upon receipt of a request by the National Executive or a written requisition from the number of members required, the Administrator on behalf of the Association shall, within six (6) weeks of such receipt, issue a notice calling the extraordinary general meeting, specifying the location, date and time of the meeting, the business to be conducted and the motion(s) to be considered.
(d) The provisions as to voting rights, proxies and the quorum for an extraordinary general meeting shall be the same as for the AGM.
(e) No motion put to an extraordinary general meeting shall be passed unless at least 75% of those attending the meeting and entitled to vote, cast their vote in favour of the motion.
(a) The National Executive may propose terms for the approval of members at an AGM in relation to honorary members and/or patrons of the Association.
(b) Where terms presented at an AGM as envisaged by clause 19(a) above are approved they shall apply to the Association unless and until either:
(i) new terms are proposed to members by the National Executive; or
(ii) an extraordinary general meeting of the members is called to revoke such terms in force at the time.
(c) Terms proposed pursuant to this clause 19 must include:
(i) status and role of the honorary member and/or patron (as the case may be);
(ii) the duration for which the patron is appointed or the honorary member is a member; and
(iii) the provisions upon which honorary members may become members and/or patrons may be appointed (as the case may be).
(d) Neither honorary members or patrons will be eligible to vote on any Association business.
Any notice or document to be served on any member of the Association shall be in writing and shall be served by the Administrator (or by such other person as the National Executive may from time to time decide) on any member either personally or by electronic means or by sending it through e-mail or post in a prepaid letter addressed to such member at their last known address in the United Kingdom, any letter so sent shall be deemed to have been received within two days of posting and any e-mail shall be deemed sent at the time of transmission.
(a) The National Executive shall cause the Association to keep the following records in writing and in permanent form:
(i) minutes of proceedings at AGM’s and special general meetings;
(ii) minutes of meetings of the National Executive and of committees of the National Executive, including the names of the members of the National Executive present at each such meeting;
(iii) copies of resolutions of the Association and of the National Executive, including those passed otherwise than at AGM’s or at meetings of the National Executive; and
(iv) particulars of appointments of the members of the National Executive.
This Constitution may be altered by a resolution passed by not less than 75% of the members present and voting at an AGM. The notice of the AGM must include notice of the resolution, setting out the terms of the alteration proposed.
(a) If, at any time, it appears to the National Executive that it is necessary to dissolve the Association it shall call an extraordinary general meeting of all members, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. Such a meeting shall be conducted in accordance with the requirements for an extraordinary general meeting, SAVE THAT only the members shall have the right to vote and that a simple majority of those voting shall be sufficient to pass the motion.
(b) Following the passing by the extraordinary general meeting of the resolution to dissolve the Association the National Executive shall take all necessary steps to recover all monies and assets owed to the Association and pay all sums due to its creditors. The National Treasurer, or if no such role exists, the Chair, shall issue a certificate to all members of the National Executive when this process has been completed or has been as nearly completed as possible in the circumstances.
(c) Any assets owned by the Association shall be offered to such other voluntary bodies with objects similar to the Objects and upon such terms as the National Executive, in its absolute discretion, see fit.
(d) The National Executive shall make such provision as it sees fit for the retention or disposal of the records of the Association subject to legal and accounting requirements and best practice.
(e) Upon conclusion of the above steps, the National Executive shall meet to pass a resolution formally dissolving the Association.
(a) All members of the National Executive shall be indemnified out of the assets of the Association against any liability by them, or any of them in defending any proceedings, whether civil or criminal, where judgement is given in their favour or in which they are acquitted or in connection with an application in which relief is granted to them by the court from liability for negligence, default or breach of duty or breach of trust in relation to the affairs of the Association’.
(b) This clause 24 does not authorise any indemnity to the extent that such indemnity would be prohibited or rendered void by any provision of law and any such indemnity is limited accordingly.
*Nem. Con is unanimously.
This constitution was approved by the “National Executive” of the Association.
on 15th June 2023. Effective from July 2023.
Ratified at the Annual General Meeting 15th June 2023