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LUPUS UK Constitution

 

 

 

1.0 TITLE

The title of the Charity shall be LUPUS UK.

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2.0 OBJECTS OF THE CHARITY

The Charity is established to relieve persons, regardless of class, colour, creed,

gender, age or sexual orientation, suffering from LUPUS and to advance the education of the public in all aspects of the disease.

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3.0 POWERS IN FURTHERANCE OF THE OBJECTS OF THE CHARITY

In furtherance of the objects defined in section 2.0, but not otherwise, the charity shall have the following powers:

3.1       to aid communication between LUPUS sufferers:

3.2       to disseminate information on all aspects of LUPUS to members of the public and all branches of the medical profession to give a greater understanding of the symptoms and problems associated with the disease.

3.3       to give wide publicity to the existence of LUPUS UK so that its objectives can be attained.

3.4       to raise funds:

3.4.1     to finance research into the cause of LUPUS, and thereby a cure for the disease.

3.4.3     to finance the operation of LUPUS UK nationally and regionally within the policies determined from time to time by its elected bodies. 

3.4.4     to hold, invest, and manage funds and property.

3.4.5     to employ professional and other staff as necessary to promote the aims of LUPUS UK.

3.5      to work with other organisations within the UK and elsewhere to promote the aims of LUPUS UK.

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4.0 SUBSCRIPTIONS

4.1       The Trustees shall from time to time determine the Annual Subscription and the date of implementation of any change. 

4.2       Subscriptions cover a calendar year at the rate in force when paid and are due on January 1^st. New members joining from October 1^st in any year are deemed to be paid-up members until the end of December in the following year.

4.3       Existing members who have not renewed their annual subscription by August 31^st in any year shall be deemed to have resigned.

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5.0 MEMBERSHIP

Membership of LUPUS UK is open to all people with LUPUS in whatever form and any other persons wishing to help with its work.

5.1       Ordinary Membership.

5.1.1     Ordinary Membership is normally effected through membership of Regional Groups and is achieved by payment of the annual subscription to the Regional Group or directly to National Office.

5.2 ENTITLEMENTS OF ORDINARY MEMBERS

5.2.1     They shall be entitled to attend such meetings that are organised by their Regional Groups.

5.2.2.    They shall be entitled to vote at business meetings of their Regional Group.

5.2.3     They shall be entitled to attend and vote at the General Meetings of LUPUS UK.

5.2.4     They shall be entitled to receive National Newsletters of LUPUS UK and such other national communications that may be determined from time to time by the Trustees of LUPUS UK.

5.2.5     They shall be entitled to receive such publications that are issued by their Regional Group.

5.2.6     They shall be entitled to receive such benefits and services that are determined from time to time by the Trustees of LUPUS UK.

5.3       Honorary Life Membership.

5.3.1     Honorary Life Membership may be conferred as an honour on persons who have rendered outstanding service to LUPUS UK.

5.3.2     Election to Honorary Life Membership shall be the prerogative of the National Council of LUPUS UK.

5.3.3     Proposals for election to Honorary Life Membership together with a citation shall be made in writing to the Secretary not less than 60 days before any meeting of the National Council of LUPUS UK.

5.3.4     Honorary Life Membership neither confers any right nor debars a person from ordinary membership.

5.4    Honorary Vice President.

5.4.1     The title of Honorary Vice President may be conferred as an honour on persons who have rendered particularly outstanding service to LUPUS UK.

5.4.2     Election to Honorary Vice Presidentship shall be the prerogative of the National Council of LUPUS UK.

5.4.3     Proposals for election to Honorary Vice Presidentship together with a citation shall be made in writing to the Secretary not less than 60 days before any meeting of the National Council of LUPUS UK.

5.4.4     Honorary Vice Presidentship neither confers any right nor debars a person from ordinary membership.

5.5    Honorary Life President

5.5.1     The title of Honorary Life President may be conferred as an honour on a person who has rendered particularly outstanding service to LUPUS UK.

5.5.2     Election to the Honorary Life Presidentship shall be the prerogative of the National Council of LUPUS UK.

5.5.3     Proposals for election to Honorary Life Presidentship together with a citation shall be made in writing to the Secretary not less than 60 days before any meeting of the National Council of LUPUS UK.

5.5.4     Honorary Life Presidentship neither confers any right nor debars a person from ordinary membership.

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6.0 ANNUAL AND SPECIAL GENERAL MEETINGS OF LUPUS UK

6.1       An Annual General Meeting of members shall be held by 30^th June. The Secretary shall convene such Meeting by giving details of venue and time in writing to all members with at least 30 days notice.

6.2       The purposes of the Annual General Meeting are:

6.2.1     To receive the Chairperson’s Report

6.2.2     To receive/approve the Accounts and Treasurer’s Report for the previous year

6.2.3     To consider amendments to the Constitution if any

6.2.4     To appoint the auditors

6.2.5     To consider any other relevant business

The quorum for the Meeting shall be fifty members.

6.3       A Special General Meeting of members shall be called by the Secretary if he/she receives a requisition signed by twelve or more members, representing at least three or more current Regional Groups, stating the purpose for which such Meeting is required. The Secretary shall convene such Meeting within 30 days of receiving the requisition by giving details of time and venue in writing to all members with at least 15 days notice. The Agenda for the Meeting shall include those matters specified in the requisition. The quorum for the Meeting shall be fifty members.

6.4       Voting at Annual and Special General Meetings shall be by majority vote of those present and entitled to vote. In cases where the voting is tied, the Chairman of the Meeting shall have an additional casting vote. Voting members of LUPUS UK shall be the ordinary members defined in section 5.1.1

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7.0 ORGANISATION OF MEMBERS

Wherever possible Members shall be attached to a Regional Group.  Where a Regional Group does not exist Ordinary Members shall be advised of their nearest contact.  These provisions are subject to the convenience of the member concerned.  Where there is no Regional Group in existence a Regional Co-ordinator may be elected, see section 9 below.

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8.0 REGIONAL GROUPS

8.2.10  Members of the Group Committee absent from four consecutive meetings shall be deemed to have resigned from the Group Committee   unless there is a contrary decision of the Group Committee.

8.2.11    All documents issued in the name of the Regional Group are the property of the Group and must be surrendered to the Group Chairperson or Secretary upon request.

8.3        REGIONAL GROUP FINANCE

8.3.1   All Regional Groups are self supporting.

8.3.2   All monies received by Regional Groups shall be placed in a bank account in the name of the Regional Group.

8.3.3   All cheques drawn on the account in 8.3.2 shall be signed by two signatories drawn from a list which the Regional Group Committee shall determine from time to time.  No signatories shall be related to each other.

8.3.4   All Regional Group accounts shall be audited by persons appointed by minute of the Regional Group Committee for that purpose.

8.3.5   All assets in the possession of the Regional Group shall revert to LUPUS UK in the event of a Regional Group ceasing to exist.

8.3.6  The finances of all Regional Groups shall be conducted in accordance with such policies that are from time to time determined by the National Council of LUPUS UK.

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9.0 REGIONAL CO-ORDINATORS

Regional Co-ordinators may operate in regions/areas where it has not been possible to form a Regional Group Committee.

9.1    Regional Co-ordinators are nominated by the Director, with the confirmation of the Trustees and then elected by the local membership, thereafter annually, and are subject to section 8 of the Constitution as appropriate.

9.2    At least two local area meetings should be arranged each year.

9.3    Local members may at any time form a Regional Group Committee, subject to the provisions contained within the Constitution.

9.4    Regional Co-ordinators will be full members of National Council.

9.5    Income and expenditure will be controlled by National Office.

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10.0 CONTACTS

Contacts provide support and advice to people with lupus and others.

 10.1    Contacts are appointed by the Director/Trustees.

 10.2    Contacts serve as ‘ex-officio’ Committee members at the behest of their Regional Group Committee, where a Regional Group exists.

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11.0 CONTROL OF REGIONAL GROUPS AND CONTACTS 

11.1   Regional Groups and Contacts shall at all times be subject to the jurisdiction of the Trustees.

11.2    The Director shall upon receipt of a written complaint bearing the signatures of not less than six members of a Regional Group, or three members where no Regional Group exists, notify the Chairperson of LUPUS UK and the complainant that such a complaint has been received.

11.3     The Chairperson of LUPUS UK in consultation with the Director shall investigate the complaint.

11.4     The Chairperson of LUPUS UK shall report the outcome of the investigation to the next scheduled or a special meeting of the Trustees.

11.5     The Director, in cases of serious or urgent cause, shall in consultation with the Chairperson of LUPUS UK suspend any officer, committee member, or Contact of a Regional Group, or in areas where no Regional Group exists, the appointed Contact, pending a report to a special meeting of the Trustees.

11.6    The Trustees shall in these circumstances have the power to suspend, dismiss, or replace any officer, committee member, contact, or committee of a Regional Group, or in areas where no Regional Group exists, the appointed Contact.

11.7    Where action results from a written complaint the complainant shall be notified in writing of the decision within 15 days of it being made.

11.8    Such person or persons have the right to present their case to the Trustees.

11.9    The Trustees shall have the power to close Regional Groups.

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12.0 THE NATIONAL COUNCIL

The National Council shall be the forum in which Regional Groups of

LUPUS UK discuss the progress of the charity and make recommendations to the Trustees.

12.1    COMPOSITION OF NATIONAL COUNCIL

12.1.1   The chairperson of each Regional Group, or the nominated representative of the Regional Group Committee.

12.1.2   Member Trustees elected under 13.3b

12.1.3   Regional Co-ordinators as outlined in section 9.

12.1.4   The chairperson of such special interest Groups as may from time to time be formed by decision of National Council.

12.1.5   The Director of LUPUS UK, who shall be required to withdraw from any part of a meeting of National Council by decision of that meeting.

12.1.6   Co-option of up to two specialist persons co-opted by the National Council for a specified period of up to two years.  Such co-optees may serve for a further period if the National Council so determines.

12.1.7   If a Trustee/Officer stands down during their term of office, they will be deemed to continue as a member of National Council until 31^st December of that year.

12.2    OFFICERS OF NATIONAL COUNCIL

12.2.1   The National Council shall elect from its members the following officers at the last Council Meeting in each calendar year to take office on January 1^st following election, to serve for the period so elected:

Chairperson

Vice Chairperson

Secretary

Treasurer

12.2.2   The Chairperson, or in his/her absence the Vice Chairperson, shall conduct meetings of the National Council and shall be responsible for the taking of any urgent action between meetings of National Council or the Trustees. In the absence of the Chairperson and Vice Chairperson a Chairperson shall be elected for the meeting, from those present.

12.2.3    The Secretary shall be responsible for the minutes, the notification of such meetings that are called and the preparation of the Agenda in consultation with the Chairperson, and all correspondence in connection with meetings of the National Council and the Trustees.

12.2.4   The Treasurer shall be responsible for the proper management of the central funds, the publication of accounts and the recommendation of Auditors to the Trustees.

12.2.5   Casual vacancies amongst the officers shall be filled by election at the next meeting of the National Council.  In the interim the Trustees shall exercise the function of the vacant post.

12.3      PROCEDURES OF NATIONAL COUNCIL

12.3.1   Meetings of the National Council shall be called by the Chairperson.

12.3.2   The Secretary shall circulate a calling notice to all members of National Council at least ten days before the date of the meeting, together with the Agenda and the minutes of the previous meeting if not previously circulated.

12.3.3   Members of National Council may place matters on the Agenda for the consideration of National Council providing such matters are received by the Secretary at least one calendar month before the date of the meeting.

12.3.4   Recommendations of National Council shall be by majority vote of those present and entitled to vote.  In cases where the vote is tied the chairperson shall have an additional casting vote.

12.3.5   The voting members of National Council shall be those detailed in 12.1.1, 12.1.2, 12.1.3 and 12.1.4.

12.3.6   The quorum of National Council shall be one half the voting membership and must include one elected officer.

12.3.7   A special meeting of the National Council shall be convened giving at least 15 days notice following receipt by the Secretary of a requisition bearing the signatures of six Regional Group Chairpersons.  Such special meeting shall be called within 30 days of receipt of the requisition.  The Agenda for the special meeting shall include those matters specified in the requisition.

12.3.8    The National Council shall regulate procedures for conducting its business by adopting Standing Orders.

12.4    SUB-COMMITTEES OF NATIONAL COUNCIL

12.4.1   The National Council shall have the power to establish from time to time such additional sub-Committees that are deemed necessary.  Such additional sub-committees may be established by minute of the National Council and shall not require a constitutional amendment.

12.4.2   Sub-Committees of National Council shall report to National Council and shall not have delegated powers.

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13.0 THE TRUSTEES

The affairs and policy of LUPUS UK shall be administered by the Trustees who shall be the charity trustees of the Association within the meaning of section 97 of the Charities Act 1993, or its successor.

13.1     The function of the Trustees shall be to make decisions taking into account any recommendations of the National Council. The Trustees shall also have the responsibility of general oversight of the assets of LUPUS UK.

13.2    The number of Trustees appointed with voting powers shall not exceed eight.

13.3    The Trustees shall be as follows:

The Officers of LUPUS UK;

Four further persons nominated by members of LUPUS UK of whom

a)       two shall be elected at the discretion of National Council by the National Council from the membership of the National Council.

b)       two shall be elected at the discretion of National Council from the membership of LUPUS UK. Trustees so elected shall become eligible to serve as members of National Council.

13.4    Nominations for members to be elected as Trustees shall be made in writing on the agreed form and in accordance with procedure approved by National Council.

13.5    The National Council shall elect Trustees at the last Council Meeting in each calendar year to take office on January 1^st following election, to serve for the period so elected.

13.6    The Trustees shall have the power to co-opt up to two members of LUPUS UK to serve for one year in an advisory and non-voting capacity.

13.7    Casual vacancies caused by resignation of Trustees shall be filled by election at the next meeting of the National Council.

13.8    Meetings of the Trustees shall be called by the Chairperson.

13.9    The Trustees shall meet at least four times a year.

13.10  The quorum at meetings of the Trustees shall be five of its members.

13.11  The Chairperson, or in his/her absence the Vice Chairperson, shall conduct meetings of the Trustees and shall be responsible for the taking of any urgent action between meetings of the Trustees or National Council. In the absence of the Chairperson and Vice Chairperson a Chairperson shall be elected for the meeting, from those present.

13.12  Decisions of the Trustees where not unanimous shall be by a majority of two thirds of those present.

13.13  The Director shall attend meetings of the Trustees in a non voting capacity, but shall be required to withdraw from any part of such meetings by decision of that meeting.

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14.0 THE GRANTS COMMITTEE

14.1    The members of the Grants Committee shall be the Trustees.

14.2    Meetings of the Grants Committee shall take place during Trustee Meetings and chaired by the Treasurer or another Trustee, in the Treasurer’s absence.

14.3    The quorum at meetings of the Grants Committee shall be five of its members.

14.4    Decisions of the Grants Committee where not unanimous shall be by a simple majority.

14.5    The Grants Committee may refer matters to members of the Scientific and Medical Advisory Panel as appropriate.

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15.0 SCIENTIFIC AND MEDICAL ADVISORY PANEL

15.1    The National Council at the first meeting following the Annual General Meeting of LUPUS UK shall elect members to the Scientific and Medical Advisory Panel, such members to take office from January lst following election to serve for three years and be eligible for re-election for one consecutive term or for re-election at a later date.

15.2    Nominations for persons to be elected as members of the Scientific and Medical Advisory Panel shall be made in writing and shall be sent to the Secretary at least 30 days before the date of the appropriate meeting of the National Council.

15.3    The number of Panel Members appointed shall not be less than six.

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16.0 ALTERATIONS TO THE CONSTITUTION

16.1    Subject to the following provisions of this clause, the constitution may be amended by a resolution passed by not less than two-thirds of the members present and voting at an Annual General Meeting.

16.2    The notice of the Annual General Meeting must include notice of any resolution altering the Constitution, setting out the terms of the resolution proposed.

16.3    Amendments to the Constitution may be proposed and seconded by any members of LUPUS UK and shall be sent to the Secretary at least 60 days prior to the date of the Annual General Meeting.

16.4    No amendment may be made to the objects of the charity, the dissolution clause or this clause without the prior consent in writing of the Charity Commissioners.

16.5    No amendment may be made which would have the effect of the charity ceasing to be a charity at law.

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17.0 DISSOLUTION OF THE CHARITY

If the Trustees decide that it is necessary or advisable to dissolve the charity they shall call a meeting of the members of the charity, of which no less than 30 days notice shall have been given. If the proposal is confirmed by a two­ thirds majority of those present and voting the Trustees shall have power to realize any assets held by or on behalf of the charity.  Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to those of the charity as members may determine or, failing that, shall be applied for some other charitable purpose.

Nothing in this constitution shall authorize an application of the property of the charity for purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005.

Jack Hirst (Secretary)

13^th May 2012

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