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Constitution 2017

CONSTITUTION OF THE BRITISH SOCIETY FOR GENETIC MEDICINE,  2017
Registered Charity no.1058821
Adopted at the Annual General Meeting, 5th October 2017

Preamble
The British Society for Genetic Medicine is an umbrella organisation of professional associations, including the Clinical Genetics Society (CGS), Association for Clinical Genomic Science (ACGS) and Association of Genetic Nurses and Counsellors (AGNC) and special interests groups, including the Cancer Genetics Group (CGG). The member associations are referred to as constituent groups or specialist interest groups. In addition, the BSGM has its own individual members who are not necessarily members of a constituent group. The common purpose of the membership is the promotion, encouragement and advancement of genetic and genomic science in clinical and research practice for the public benefit. 

 PART 1

1. Adoption of the Constitution.
The Society and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this Constitution.

2. Name
The association's name is The British Society for Genetic Medicine and in this document it is called the charity.

3. Objects
For the public benefit, the promotion, protection and preservation of good health, by any means deemed appropriate by the Executive Committee from time to time, including by:

a)    the promotion, encouragement and advancement of the study and practice of clinical genetics and genomics.
b)    the advancement of education, research and innovation in clinical genetics and genomics
c)    the promotion of public awareness of genetics and genomics as they relate to health and disease
d)    the support of the professions contributing to applications of genetics and genomics in the health care systems of the United Kingdom
e)    the making available of informed opinion on issues of public interest in relation to genetics and genomics
f)     the provision of a forum to co-ordinate and assist as appropriate the activities of the Constituent Groups.
g)    the co-operation and collaboration with other national and international societies which promote the study and practice of clinical genetics and genomics.

Nothing in this Constitution shall authorise an application of the property of the charity for purposes which are not charitable in accordance with section 7 of the Charities and Trustees Investment (Scotland) Act 2005 and section 2 of the Charities Act (Northern Ireland) 2008.


4. Application of income and property
1. The income and property of the charity shall be applied solely towards the promotion of the objects.
a. The charity trustees, committee members or anyone acting on the charity's business are entitled to be reimbursed from the property of the charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity.
b. The charity trustees may benefit from trustee indemnity insurance cover purchased at the charity's expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.


2. 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. This does not prevent a member who is not also a trustee from receiving:
a. a benefit from the charity in the capacity of a beneficiary of the charity;
b. reasonable and proper remuneration for any goods or services applied to the charity.

5. Benefits and payments to charity trustees and connected persons.
No charity trustee may:
a. buy or receive any goods or services from the charity on terms preferential to those applicable to members of the public;
b. sell goods, services or any interest in land to the charity;
c. be employed by, or receive any remuneration from, the charity;
d. receive any other financial benefit from the charity;


6. Dissolution.
1          If the members resolve to dissolve the charity the trustees will remain in office as charity trustees and be responsible for winding up the affairs of the charity in accordance with this clause.

2          If upon the winding up or dissolution of the Society there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members of the Society but shall be given or transferred to the Constituent Groups or to some other charitable institution or institutions having objects similar to those of the Society and which prohibit the distribution of its or their income among its or their members. Such charitable institution or institutions shall be determined by the Members of the Society at or before the time of dissolution and if effect cannot be given to this provision, the surplus funds shall be devoted to some other charitable object or objects.

3          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 Commission the charity's final accounts.

 

7 Amendment of Constitution.
1. The charity may amend any provision contained in part one of this Constitution provided that:

a. no amendments may be made that would have the effect of making the charity cease to be a charity at law;
b. no amendments may be made to alter the objects if the change would undermine or work against the previous objects of the charity;
c. no amendments may be made to clauses 4 or 5 without the prior written consent of the Commission;
d. any resolution to amend the provision of Part 1 of this Constitution is passed by not less than two thirds of the members present and voting at a general meeting or by post or by electronic means.

2. Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by simple majority of the members present and voting at a general meeting or by postal or electronic means.

3. A copy of any resolution amending this Constitution shall be sent to the Commission within 21 days of it being passed.

 

PART 2
8. Membership

1          Membership is open to individuals over eighteen years and organisations whose application meets the membership criteria and has been approved by the Executive Committee.

2          The Society shall consist of ordinary members, senior members, honorary members, organisations and corporate members primarily qualified or engaged in work of the nature indicated in Part 1, item 3 (Objects of the charity).

3          In joining the British Society for Genetic Medicine, an individual may also choose to join one of the constituent groups and/or specialist interest groups. 

4          Organisations wishing to be a Constituent Group or Specialist Interest Group may upon application be admitted to the Society by recommendation of the Executive Committee followed by resolution at a properly constituted General Meeting approved by a two-thirds majority of those present.

5          Classes of membership and eligibility criteria will be as set out in the rules of the Society after they have been ratified at an Annual General Meeting.

9. Termination of membership
The membership of an individual or organisation is terminated if:
1. the member dies or, if it is an organisation, ceases to exist;

2. the member resigns by written notice to the charity

3. any sum due from the member to the charity is not paid in full within three months of it falling due;

4. the member is removed from membership by resolution of the Executive Committee if the member is not in good standing and that it is in the best interest of the charity that the membership is terminated.

A resolution to remove a member (individual or organisation) from membership may be passed only if:
a. the member has been given at least 21 days' notice in writing of the meeting of the Executive Committee at which the resolution will be proposed and the reasons why it is being proposed;
b. the member or, at the option of the member, the member's representative (who need not be a member of the charity) has been allowed to make representations to the meeting.

10. General meetings.
1           The Society shall hold an Annual General Meeting at a place and time determined by the Executive Committee.  The agenda shall be arranged by the Executive Committee. Members wishing to have matters included on the Agenda shall inform the Secretary in writing at least four weeks prior to the meeting. The secretary shall circulate the agenda for the annual general meeting to all members at least 14 days before the meeting.

2           An Extraordinary General Meeting may be called by fifty Ordinary Members of the Society, or by the Executive Committee, and at least two months' notice must be given to the Secretary. The request must state the nature of the business that is to be discussed. All Members shall be notified of the time, place and agenda of any General Meeting at least 14 days before the meeting.

3           No business shall be transacted at any general meeting unless a quorum is present. The quorum of an Annual or Extraordinary General Meeting shall be fifty Ordinary Members including four members of the Executive Committee, one of whom shall be an Officer. The authorised representative of a member organisation shall be counted in the quorum. If a quorum is not present within 30 minutes from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the trustees through the Executive Committee shall determine.

4           Each member shall have one vote. These may be cast in person, or if the Executive so  organises, by postal or electronic ballots.  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.

 

11. Representatives of other bodies
1. Any organisation that is a member of the charity may nominate any person to act as its representative at any meeting of the charity.

2. The organisation must give written notice to the charity of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the charity. The nominee may continue to represent the organisation until written notice to the contrary is received by the charity.

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 12. Officers and Trustees.

1. The charity and its property shall be managed and administered by an Executive Committee comprising the officers and other members, elected or appointed in accordance with this Constitution. The officers shall be the trustees of the Charity and in this Constitution are together called 'the trustees'.

2. The charity shall have the following officers:
a. A Chair,
b. A Secretary,
c. A Treasurer
d. A Vice-Chair.

3. A trustee must be a member of the charity.

4. No one may be appointed a trustee if he or she would be disqualified from acting under the provisions of clause 15.

5. The number of trustees shall be not less than three but (unless otherwise determined by resolution of the charity in general meeting) shall not be subject to any maximum.

6. A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees.

13. Executive Committee
1. The charity and its property shall be managed and administered by a committee comprising the officers and other members, elected or appointed in accordance with this Constitution, and hereafter called the Executive Committee.

2. The Executive Committee will consist of the officers (the "trustees"), one representative from each of the Constituent Groups and Specialist Interest Groups (usually the chair), and the chairs of sub-committees set up by the Executive Committee with specific remits (for example, Scientific Programme Committee, Conference Co-ordination, Education and Training; Ethics and Policy; Media and Communications).

3          Job descriptions for the Trustees/Officers - Chair, Vice-Chair, Secretary and Treasurer - will be regularly reviewed to ensure that the skills and experience required for these posts meet the strategic direction of the Society.  Nominations for these roles will be sought from the membership.  The Executive Committee will appoint to these posts ensuring that the successful applicant has the skills and experience best fitted to the post.

4          The requirement for, and remit of, sub-committees will be determined by the Executive Committee.  Expressions of interest to be a sub-committee chair will be sought from members; the chair will be appointed by the Executive Committee from nominations.  If appropriate nominations are not received for the filling of vacancies, the Executive Committee should seek to nominate suitable individuals from the membership.

5. The Vice-Chair will hold that office for one year when appointed, then as Chair for a further two years, completing the four year cycle as Vice-Chair for one year.

6. The Chair shall not normally hold that office for a term of more than two years.

7. The Vice-Chair shall not normally hold that office for more than one year before, and for one year after, holding the office of Chair.

8. The Treasurer and Secretary shall not normally hold the office for a term of more than three years but shall be eligible for re‐appointment.

9. The Executive Committee shall have power to invite any appropriate person to attend any of its meetings from time to time as a non-voting observer.

10. Decision of the Executive Committee can be taken by simple majority vote except on matters which concern essential professional interests of members of only one of the Constituent Groups, in which case members of that Constituent Group may reserve the right to refer the matter back to the Council of their own group. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

11. A quorum for the Executive Committee shall be six members, including two officers of the Society. Attendance shall be in person or by teleconference or online.

12. The Executive Committee through its Secretary shall prepare the agenda for meetings of the Society and between meetings shall act as necessary on behalf of the Society; it shall report on any such actions to the next meeting of the Society.

13. The Executive Committee will have the power to co‐opt additional members for specific tasks and specify the duration of the task.

14. The Executive Committee will delegate the representation of the Society on committees of external bodies to nominated individuals from within the Society.

 

14. Powers of trustees.
1. The trustees must manage the business of the charity and have the following powers in order to further the objects (but not for any other purpose):
a. to raise funds. In doing so, the trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
b. to co‐operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice to them;
c. to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;

d. To enter into agreements with the constituent groups and specialist interest groups to support them with functions such as collecting subscriptions, offering grants or guarantees for such activities as the Executive Committee may consider expedient;
e. to acquire, merge with or enter into any partnership or joint‐venture arrangement with any other charity formed for any of the objects
f. to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
g. to obtain and pay for such goods and services as are necessary for carrying out the work of the charity;
h. to open and operate such bank and other accounts as the trustees consider necessary and 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;
i. 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 in which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the trustees.

15. Disqualification and removal of trustees.
A trustee shall cease to hold office if he or she:
1. is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (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 and administering his or her own affairs;

4. resigns as a trustee by notice to the charity (but only if at least three trustees will remain in office when the notice of resignation is to take effect); or

5. is 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.

16. Conflicts of interests and conflicts of loyalties.
A member of any committee must:
1. declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity, which has not been previously declared; and

2. absent himself or herself from any discussions of the charity in which it is possible that conflict will arise between his or her duty to act solely in the interest of the charity and any personal interest (including but not limited to any personal financial interest).
A committee member absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity on the matter.

17. Delegation
1. The trustees through the Executive Committee may delegate any of their powers or functions to a sub-committee but the terms of any such delegation must be recorded in the minutes.

2. The trustees through the Executive Committee may impose conditions when delegating, including the conditions that:
a. the relevant powers are to be exercised exclusively by the committee, to whom they delegate;
b. no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the treasurer.

3. The trustees through the Executive Committee may revoke or alter a delegation.

4. All acts in proceedings of any committees must be fully and properly reported to the trustees through the Executive Committee.

18. Irregularities in proceedings.
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 defect has materially prejudiced a member of the beneficiaries of the charity.

19. Minutes
The trustees through the Executive Committee must keep minutes of all:
1. appointments of trustees;

2. proceedings at meetings of the charity;

3. meetings of the officers and committees including:
a. the names of those present at the meeting;
b. the decisions made at the meetings; and
c. where appropriate the reasons for the decisions.

20. Accounts, annual report, annual return.
1. The trustees must comply with their obligations under the Charities Act 2011 with regard to:
a. the keeping of accounting records of the charity;
b. the preparation of annual statements of account of the charity;
c. the transmission of the statements of account to the Commission;
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.


21. Registered particulars.
The trustees must notify the commission promptly of any changes to the charity's entry on the central register of charities.

22. Finance 

1. The funds and estates of the Society shall be derived from the annual subscriptions of members, donations, grants, meetings and other endowments accepted by the Society. They shall be overseen by the Treasurer, acting on instructions given by the Executive Committee or by the Society at its annual general meeting.

2. The accounts of the Society shall be independently examined annually and a report made by the Treasurer to the annual general meeting.

23. Notices
1. Any notice required by this Constitution to be given to or by any person must be:
a. given using electronic communications or
b. in writing;

2. The charity may give any notice to a member either:
a. by giving it using electronic communications to the member's email address;
b. personally; or
c. by sending it by post in a prepaid envelope addressed to the member at his or her address; or
d. by leaving it at the address of the member.

3. As the usual method of communication will be by electronic means, a member who does not register a current email address with the charity 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.
a. 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.
b. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
c. A notice shall be deemed to be given 48 hours after an electronic communication was sent, or the envelope containing it was posted.

24. Rules
1. The trustees through the Executive Committee 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 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 procedure at general meeting and meetings of the trustees in so far as such procedure is not regulated by this Constitution;
d. the keeping and authenticating of records. (If regulations made under this clause permit records of the charity to be kept in electronic form and requires a trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
e. generally, all such matters as are commonly the subject matter of the rules of an unincorporated Association.

3. The charity in general meeting has the power to alter, add to or repeal the rules or bye‐laws.

4. The trustees through the Executive Committee 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 and bye‐laws shall be binding on all members of the charity. No rule or bye‐laws shall be inconsistent with, or shall affect or repeal anything contained in, this Constitution.

25. Disputes.
If a dispute arises between members of the charity about the validity or propriety of anything done by the members under this Constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.