Constitution
1. NAME
The name of the Association is The British Society of Interventional Radiology ('the Society')
2. OBJECTS
The objects of the Society are the advancement of education in interventional radiology and the provision of further facilities for education and research in interventional radiology ('the Objects')
3. POWERS
The Society has the following powers, which may be exercised only in promoting the Objects:
3.1 To foster relationships between all those engaged in and associated with interventional radiology and to co-operate with other bodies
3.2 To organise meetings and provide for an exchange of scientific information
3.3 To promote or carry out research
3.4 To provide advice
3.5 To publish or distribute information
3.6 To support, administer or set up other charities
3.7 To raise funds (but not by means of taxable trading)
3.8 To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993)
3.9 To acquire or hire property of any kind
3.10 To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 1993)
3.11 To make grants or loans of money and to give guarantees
3.12 To set aside funds for special purposes or as reserves against future expenditure
3.13 To deposit funds in any lawful manner and to apply or invest all, or part of, the funds in the purchase of or at interest upon the security of all investments or property of whatsoever nature and wheresoever situated (including without prejudice to the generality of subclause 3.9 above the purchase or improvement of any freehold or leasehold house or other property in the United Kingdom or elsewhere including houses or other property intended to be used for the purposes of the Society) and whether income producing or not as the trustees shall in their absolute discretion think fit, with the intention that the trustees shall have the same powers in all respects as if they were absolutely and beneficially entitled to the funds
3.14 To delegate the management of investments to a financial expert, but only on terms that:
3.14.1 the investment policy is recorded in writing for the financial expert by the Council
3.14.2 every transaction is reported promptly to the Council
3.14.3 the performance of the investments is reviewed regularly with the Council
3.14.4 the Council is entitled to cancel the delegation arrangement at any time
3.14.5 the investment policy and the delegation arrangement are reviewed at least once a year
3.14.6 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are reported promptly to the Council on receipt
3.14.7 the financial expert must not do anything outside the powers of the Council
3.15 To insure the Society's property against any foreseeable risk and take out other insurance policies to protect the Society where required
3.16 To insure members of the Council against the costs of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty (unless the member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty)
3.17 Subject to clause 10.2, to employ paid or unpaid agents, staff or advisers
3.18 To enter into contracts to provide services to or on behalf of other bodies
3.19 To pay the costs of forming the Society and registering it as a charity
3.20 To do anything else within the law which promotes or helps to promote the Objects
4. MEMBERSHIP
4.1 Full membership of the Society is open to medical practitioners who have an interest in the practice of interventional radiology. There shall be no limit to the number of members.
4.2 The Council may establish different classes of membership and set appropriate rates of subscription, assessments, rights and privileges
4.3 Election to membership shall be by nomination paper proposed and seconded by existing members.
4.4 The Council must keep a register of members
4.5 A member whose subscription is one year in arrears ceases to be a member but may be readmitted on payment of the amount owing
4.6 A member may resign by written notice to the Society
4.7 The Council may terminate the membership of any individual or organisation whose continued membership would in the reasonable view of the Council be harmful to the Society (but only after notifying the member concerned in writing and considering the matter in the light of any written representations which the member puts forward within 14 clear days after receiving notice)
4.8 Membership of the Society is not transferable
5. GENERAL MEETINGS
5.1 All members are entitled to attend general meetings of the Society in person or (in the case of a member organisation) through an authorised representative
5.2 General meetings are called by 21 clear days' written notice to the members specifying the business to be transacted
5.3 There is a quorum at a general meeting if the number of members personally present is a least 15
5.4 The President or (if the President is unable or unwilling to do so) some other member elected by those present presides at a general meeting
5.5 Except where otherwise provided in this Constitution, every issue at a general meeting is determined by a simple majority of the votes cast by the members present in person
5.6 Except for the chair of the meeting, who has a second or casting vote, every member present in person is entitled to one vote on every issue
5.7 An AGM must be held in every year and shall be called on at least 2 months written notice to the members
5.8 At an AGM the members:
5.8.1 receive the accounts of the Society for the previous financial year
5.8.2 receive the report of the Council on the Society's activities since the previous AGM
5.8.3 elect Council members to replace those retiring from office
5.8.4 appoint an auditor or independent examiner for the Society where required
5.8.5 may confer on any individual (with his or her consent) the honorary title of Patron, President or Vice President of the Society
5.8.6 discuss and determine any issues of policy or deal with any other business put before them
5.9 An EGM may be called at any time by the Council and must be called within one month after a written request to the Secretary from at least 8 members
6. SCIENTIFIC MEETINGS
6.1 At least one scientific meeting of the Society will be held in every year
6.2 Scientific meetings may be open to participation by individuals who are not members of the Society as determined by the Council provided such visitors register on attendance at these meetings
7. THE COUNCIL
7.1 The Council as charity trustees have control of the Society and its property and funds
7.2 The Council when complete consists of at least three and not more than eleven individuals, all of whom must be members (but must not be paid employees) of the Society, i.e.
7.2.1 the Officers
7.2.2 the Chairmen of the 3 Standing Committees
7.2.3 ex officio members (set out in clause 7.8 below)
7.2.4 members co opted by the Council to fill any vacancy until the first opportunity to offer themselves for re-election
7.3 The President shall succeed to this office from Vice President and shall serve for 2 years. He/she shall represent the Society at home and abroad, chair meetings of the Council and preside over general meetings of the Society.
7.4 The Vice President shall be elected by the members of the Society. Nominations for Vice-President may be made by any full member of the Society and shall be submitted to the Secretary in writing within the time specified in any Rules. Nominations shall be signed by the proposer and seconder. Nominees should be serving or previous Council members and they shall sign the nomination to signify their consent to nomination. Election will be by electronic or postal ballot, the winner being the nominee who achieves most votes. In the event of a tie, a further vote will be carried out amongst eligible Council members.
7.5 The Secretary shall be elected by members of the Society following submission of seconded nominations in accordance with clause 7.9 and serve for a period of 2 years . He/she shall be responsible for keeping a permanent record of the proceedings of the Society, maintaining and updating the register of members and dealing with all the correspondence of the Society
7.6 The Treasurer shall be elected by members of the Society following submission of seconded nominations in accordance with clause 7.9 and serve for a period of 4 years. He/she shall collect and be accountable for all funds of the Society and the production of annual statements of account as required by clause 11.1
7.7 There shall be 3 Standing Committees to address specific aspects of the work of the Society and these shall be constituted in accordance with rules made by the Council from time to time. Each standing committee chair shall be elected for a period of 2 years.
7.8 The ex officio members of the Council shall be:
7.8.1 The BSIR member who holds the highest office on the Executive of the Cardiovascular and Interventional Radiological Society of Europe (CIRSE)
7.8.2 The immediate Past President for a period of one year
7.8.3 The chairman of the organising committee of the next scientific meeting of the Society for one year.
7.9 Nominations for membership of the Council may be made by any full member of the Society and shall be submitted to the Secretary in writing within the time specified in any Rules. Nominations shall be signed by the proposer and seconder and by the nominee to signify his or her consent to nomination. Election shall be by electronic or postal ballot except that, if the number of nominees equals the number of places available, the nominees shall be deemed duly elected. The results shall be declared at the AGM
7.10 The Council members shall hold office for 1 term and are not eligible to seek immediate re-election to the same post but may seek election in a different post.
7.10 Every Council member must sign a declaration of willingness to act as a charity trustee of the Society before he or she is eligible to vote at any meeting of the Council
7.11 A Council member automatically ceases to be a member of the Council if he or she:
7.11.1 is disqualified under the Charities Act 1993 from acting as a charity trustee
7.11.2 is incapable, whether mentally or physically, of managing his or her own affairs
7.11.3 is absent from three consecutive meetings of the Council
7.11.4 ceases to be a member of the Society (but such a person may be reinstated by resolution of all the other members of the Council on resuming membership of the Society)
7.11.5 resigns by written notice to the Council (but only if at least three Council members will remain in office)
7.12 A retiring Council member is entitled to an indemnity from the continuing Council members at the expense of the Society in respect of any liabilities properly incurred while he or she held office
7.13 A technical defect in the appointment of a Council member of which the Council is unaware at the time does not invalidate decisions taken at a meetin
8. COUNCIL MEETINGS
8.1 The Council must hold at least 2 meetings each year
8.2 A quorum at a Council meeting is 3 members
8.3 A Council meeting may be held either in person or through electronic means agreed by the Council in which each participant may communicate with all other participants
8.4 The President or (if the President is unable or unwilling to do so) some other member of the Council chosen by the members present presides at each Council meeting
8.5 Every issue may be determined by a simple majority of the votes cast at a Council meeting but a resolution which is in writing and signed by all members of the Council is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature
8.6 Except for the chair of the meeting, who has a second, or casting vote, and the ex officio members of the Council, who do not have a vote, every Council member has one vote on each issue
9. POWERS OF COUNCIL
The Council has the following powers in the administration of the Society:
9.1 to delegate any of their functions to an Executive Committee consisting of the Officers (but all proceedings of the Executive Committee must be reported promptly to and ratified by the Council)
9.2 to appoint working groups upon such terms and subject to such conditions as the Council shall determine
9.3 to make Standing Orders consistent with this Constitution to govern proceedings at general meetings
9.4 to make Rules consistent with this Constitution about the Council, Executive Committee, Standing Committees or working groups and about the running of the Society (including the operation of bank accounts and the commitment of funds)
9.5 to resolve or establish procedures to assist the resolution of disputes within the Society
9.6 to exercise any powers of the Society which are not reserved to a general meeting
10. PROPERTY & FUNDS
10.1 The property and funds of the Society must be used only for promoting the Objects and do not belong to the members of the Society or the Council
10.2 No Council member may receive any payment of money or other material benefit (whether direct or indirect) from the Society except
10.2.1 under clauses 3.16 (indemnity insurance) and 10.2.6 (fees)
10.2.2 reimbursement of reasonable out of pocket expenses (including hotel and travel costs) actually incurred in the administration of the Society
10.2.3 interest at a reasonable rate on money lent to the Society
10.2.4 a reasonable rent or hiring fee for property let or hired to the Society
10.2.5 an indemnity in respect of any liabilities properly incurred in running the Society (including the costs of a successful defence to criminal proceedings)
10.2.6 any Council member who possesses specialist skills or knowledge, and any firm or company of which such a person is a member or employee, may charge and be paid reasonable fees for work carried out for the Society on the instructions of the other Council members but
(i) only if the procedure prescribed by clause 10.3 is followed in selecting the member, firm or company concerned and setting the fees and
(ii) provided that this provision may not apply to more than one half of the Council members in any financial year
10.2.7 in the case of an individual member, charitable benefits in his or her capacity as a beneficiary
10.2.8 in exceptional cases, other payments or material benefits (but only with the prior written approval of the Commission)
10.3 Whenever a Council member has a personal interest in a matter to be discussed at a Council meeting, the Council member must
10.3.1 declare an interest before discussion begins on the matter
10.3.2 withdraw from that part of the meeting unless expressly invited to remain in order to provide information
10.3.3 not be counted in the quorum for that part of the meeting
10.3.4 withdraw during the vote and have no vote on the matter
10.4 Any trust corporation which is appointed as a holding trustee or any nominee for the Society may be paid reasonable fees
10.5 Funds which are not required for immediate use or which will be required for use at a future date must be placed on deposit or invested in accordance with clause 3.13 until needed
10.6 Investments and other property of the Society may be held:
10.6.1 in the names of the Council members for the time being (or in the name of the Council if incorporated under the Charities Act 1993)
10.6.2 in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Council or of a financial expert acting on its instructions
10.6.3 in the name of at least two and up to four holding trustees for the Society who must be appointed (and may be removed) by a resolution of the Council.
10.6.4 in the name of a trust corporation as a holding trustee for the Society, which must be appointed (and may be removed) by deed executed by the Council
10.6.5 in the case of land, by the Official Custodian for Charities under an order of the Commission or the Court
11. RECORDS & ACCOUNTS
11.1 The Council must comply with the requirements of the Charities Act 1993 as to the keeping of financial records, the audit or independent examination of accounts and the preparation and transmission to the Commission of:
11.1.1 annual reports
11.1.2 annual returns
11.1.3 annual statements of account
11.2 The Council must keep proper records of:
11.2.1 all proceedings at general meetings
11.2.2 all proceedings at Council meetings
11.2.3 all reports of the Executive Committee or working parties
11.2.4 all professional advice obtained
11.3 Annual reports and statements of account relating to the Society must be made available for inspection by any member of the Society
11.4 A copy of the latest available statement of account must be supplied to any person who makes a written request and pays the Society's reasonable costs (as required by the Charities Act 1993)
12. NOTICES
12.1 Notices under this Constitution may be sent by hand, or by post or by suitable electronic means or (where applicable to members generally) may be published in any suitable journal or in any newsletter distributed by the Society
12.2 The address at which a member is entitled to receive notices is the address noted in the register of members (or, if none, the last known address)
12.3 Any notice given in accordance with this Constitution is to be treated for all purposes as having been received:
12.3.1 24 hours after being sent by electronic means or delivered by hand to the relevant address
12.3.2 two clear days after being sent by first class post to that address
12.3.3 three clear days after being sent by second class post or overseas post to that address
12.3.4 on the date of publication of a journal or newspaper containing the notice
12.3.5 on being handed to the member or its authorised representative personally or, if earlier,
12.3.6 as soon as the member acknowledges actual receipt
12.4 A technical defect in the giving of notice of which the members or the Council members are unaware at the time does not invalidate decisions taken at a meeting
13. AMENDMENTS
This Constitution may be amended at an AGM by a two thirds majority of the votes cast by the members present, but
13.1 Notice of the proposed amendments must be received by the Secretary at least 2 months before the AGM and must be given to the members at least 1 month before the AGM. Notice of any further amendments to the proposed changes must be received in writing by the Secretary at least 1 week before the AGM
13.2 No amendment is valid if it would make a fundamental change to the Objects or to this clause or destroy the charitable status of the Society
13.3 Clauses 10.2 and 10.3 may not be amended without the prior written consent of the Commission
14. INCORPORATION
14.1 The Council may apply to the Commission under the Charities Act 1993 for a certificate of incorporation relating to the Council but only after consulting the members at a general meeting
14.2 The members at a general meeting may authorise the Council to transfer the assets and liabilities of the Society to a limited company established for exclusively charitable purposes within, the same as or similar to the Objects and of which the members of the Society will be entitled to be members
14.3 On a transfer under clause 14.2 the Council must ensure that all necessary steps are taken as to:
14.3.1 the transfer of land and other property
14.3.2 the novation of contracts of employment and transfer of pension rights and
14.3.3 the trusteeship of any property held for special purposes
15. DISSOLUTION
15.1 If at any time two thirds of the members decide by a postal ballot to dissolve the Society, the members of the Council will remain in office as charity trustees and will be responsible for the orderly winding up of the Society's affairs
15.2 After making provision for all outstanding liabilities of the Society, the Council must apply the remaining property and funds in one or more of the following ways:
15.2.1 by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects
15.2.2 directly for the Objects or charitable purposes within or similar to the Objects
15.2.3 in such other manner consistent with charitable status as the Commission approve in writing in advanc
15.3 A final report and statement of account relating to the Society must be sent to the Commission
16. INTERPRETATION
In this Constitution:
16.1 'AGM' means an annual general meeting of the members of the Society 'authorised representative' means an individual who is authorised by a member organisation to act on its behalf at meetings of the Society 'charity trustees' has the meaning prescribed by section 97(1) of the Charities Act 1993 'clear day' means 24 hours from midnight following the triggering event'the Commission' means the Charity Commissioners for England and Wales 'the Council' is the governing body of the Society 'co opted Council member' means a member of the Council appointed by the members of the Council in accordance with clause 7.2.4 'EGM' means a general meeting of the members of the Society which is not an AGM 'elected Council member' means a member of the Council elected at an AGM 'financial expert' means an individual, company or firm who is an authorised person or an exempted person within the meaning of the Financial Services Act 1986 'fundamental change' means such a change as would not have been within the reasonable contemplation of a person making a donation to the Society 'holding trustee' means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use, investment or disposal 'independent examiner' has the meaning prescribed by section 43(3)(a) of the Charities Act 1993 'material benefit' means a benefit which may not be financial but has a monetary value 'member' and 'membership' refer to members of the Society 'months' means calendar months 'the Objects' means the charitable objects of the Society set out in clause 2 'the Officers means the President, Vice President, Secretary and Treasurer of the Society Rules means rules made from time to time in accordance with clause 9.4 'Standing Committee means a committee established in accordance with clause 7.7 'taxable trading' means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects 'trust corporation' has the meaning prescribed by section 205(1)(xxviii) of the Law of Property Act 1925 (but does not include the Public Trustee) 'written' or 'in writing' refers to a legible document on paper including a fax message 'year' means calendar year
16.2 References to an Act of Parliament are references to the Act as amended or re enacted from time to time and to any subordinate legislation made under it
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