LUPUS UK Constitution
1.0 TITLEThe title of the Charity shall be LUPUS UK.
2.0 OBJECTS OF THE CHARITYThe 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.
3.0 POWERS IN FURTHERANCE OF THE OBJECTS OF THE CHARITYIn 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 those with lupus;
3.2 to disseminate information on all aspects of lupus to the public and health professionals and 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;
3.5 to finance research into the causes of lupus and thereby a cure for the disease, research into improved treatment of lupus and fund the provision of medical professionals, particularly Specialist Lupus Nurses.
3.6 to enable practical help to be given to those with lupus who are in need of financial support or who require equipment to maintain their quality of life;
3.7 to finance the operation of LUPUS UK nationally and regionally within the policies determined from time to time by its Trustees;
3.8 to hold, invest, and manage funds and property;
3.9 to employ professional and other staff as necessary to promote the aims of LUPUS UK;
3.10 to work with other organisations to promote the aims of LUPUS UK.
4.0 THE TRUSTEESThe 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.
4.1 The function of the Trustees shall be to make decisions, having considered any recommendations of the National Council. The Trustees shall also have the responsibility of general oversight of the assets of LUPUS UK.
4.2 The number of Trustees appointed with voting powers shall not exceed twelve.
4.3 The Trustees shall be as follows:
4.3.1 the Officers of LUPUS UK (namely Chair, Vice-Chair, Treasurer and Secretary), as nominated and elected by members of LUPUS UK;
4.3.2 four further persons nominated and elected by members of LUPUS UK.
4.3.3 the elected trustees shall have powers to appoint up to two further trustees, appointed for their specialist or specific skills/experience, on terms agreed by the elected trustees.
4.4 Trustees shall be elected for a three-year term on a rotational basis.
4.5 All elected Trustees shall be members of LUPUS UK.
4.6 Nominations for members to be elected as Trustees shall be made in writing on the agreed form and in accordance with procedure approved by the trustees.
4.7 Elections shall take place at the Annual General Meeting and electoral terms shall commence and terminate at the Annual General Meeting.
4.8 The Trustees shall have the power to co-opt up to two further trustees, to serve in an advisory capacity, on terms agreed by the trustees.
4.9 Casual vacancies caused by resignation of Trustees shall be filled by election at the next Annual General Meeting.
4.10 Meetings of the Trustees shall be called by the Chair.
4.11 The Trustees shall meet at least four times a year.
4.12 The quorum at meetings of the Trustees shall be half of its elected and appointed members.
4.13 The Chair, or in his/her absence the Vice-Chair, shall conduct meetings of the Trustees and National Council and shall be responsible for the taking of any urgent action between meetings of the Trustees or National Council. In the absence of the Chair and Vice-Chair, a Chair shall be elected for the meeting, from those present.
4.14 Decisions of the Trustees shall be by a majority vote of those present.
4.15 The Chief Executive Officer (CEO) 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.
4.16 A Trustee may be suspended from office:
4.16.1 for non-attendance at Board meetings on two successive occasions without reasonable reason
4.16.2 if he/she is adjudged to have brought the charity into disrepute or acted in a manner likely so to do. Any decision to suspend on these grounds must be agreed by a three-quarters majority of the other elected Trustees.
Such suspension shall be until the subsequent Annual General Meeting.
4.17 A Trustee may be removed from office by the passing of a motion to this effect at a General Meeting of members and obtaining a three-quarters majority of those voting.
4.18 The Trustees shall be empowered to establish and terminate committees and sub-committees for such reason and on such terms as are deemed appropriate.
5.0 SUBSCRIPTIONS5.1 The Trustees shall from time to time determine the Annual Subscription and the date of implementation of any change.
5.2 Subscriptions cover a calendar year at the rate in force when paid and are due on January 1st. Members joining from October 1st in any year are deemed to be paid-up members until the end of December in the following year.
5.3 Existing members who have not renewed their annual subscription by 31st May in any year shall be deemed to have resigned.
6.0 MEMBERSHIPMembership of LUPUS UK is open to all people with lupus in whatever form and any other persons wishing to help with its work.
6.1 Membership is achieved by payment of the annual subscription, by the agreed methods, to National Office.
6.2 ENTITLEMENTS OF MEMBERS
Members shall be entitled to:
• attend meetings organised by their Regional Groups;
• vote at business meetings of their Regional Group;
• attend and vote at General Meetings of LUPUS UK;
• 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;
• receive publications issued by their Regional Group;
• receive such benefits and services as determined from time to time by the Trustees of LUPUS UK.
7.0 HONORARY POSITIONSHonorary positions (Membership, Vice-Presidency and Presidency) may be accorded to those who have given outstanding and meritorious service to LUPUS UK. Such appointments shall be regulated under provisions established by the Trustees.
8.0 ANNUAL AND SPECIAL GENERAL MEETINGS OF LUPUS8.1 An Annual General Meeting of the charity shall be held not later than 30th 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.
There shall be no specific quorum for the number of members attending the Meeting provided the total number of votes cast, including postal or proxy votes, is not less than fifty.
8.2 The purposes of the Annual General Meeting are:
• to receive the Chair’s Report;
• to receive/approve the Accounts and Treasurer’s Report for the previous year;
• to consider any motions;
• to Elect the Officers and Trustees under sections 4.3.1 and 4.3.2
• to appoint auditors;
• to consider any other relevant business.
8.3 A Special General Meeting may be called by the Officers or the Trustees.
A Special General Meeting shall be called by the Secretary on receipt of a requisition signed by thirty or more members, 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 and no other business may be discussed. There is no quorum for the number of members attending the Meeting provided the total number of votes cast, including postal and proxy votes, is not less than fifty.
8.4 Voting at General Meetings shall be by majority vote of those voting, whether in person, by proxy or by postal vote. In cases where there is an equality of votes, the Chair of the Meeting shall have an additional casting vote. All members of LUPUS UK shall be entitled to vote.
9.0 ORGANISATION OF MEMBERSWherever possible, members shall be attached to a Regional Group. Where a Regional Group does not exist, 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.
10.0 REGIONAL GROUPS10.1 Regional Groups of LUPUS UK shall be Branches of LUPUS UK.
10.2 Regional Groups shall be formed by decision of the Trustees wherever there is a viable group of members, following a report from the CEO (or equivalent). The functions and operation of Regional Groups shall be decided from time to time by the Trustees, following any appropriate consultations.
11.0 REGIONAL COORDINATORSRegional Co-ordinators may operate in regions/areas where it has not been possible to form a Regional Group Committee. Regional Co-ordinators shall be appointed by the Trustees on the recommendation of the CEO (or equivalent) and shall operate under the control of the Trustees, who may delegate day-to-day operations to the CEO (or equivalent).
12.0 CONTACTSContacts provide support and advice to people with lupus and others.
12.1 Contacts are appointed by the CEO (or equivalent)/Trustees.
12.2 Contacts may serve as ‘ex-officio’ Committee members, where a Regional Group exists.
13.0 CONTROL OF REGIONAL GROUPS, CO-ORDINATORS AND CONTACTS13.1 Regional Groups, Co-ordinators and Contacts shall at all times be subject to the jurisdiction of the Trustees.
13.2 The Trustees shall have the power to close Regional Groups and revoke the appointment of Co-ordinators and Contacts.
14.0 NATIONAL COUNCILThe National Council shall be the forum in which representatives from regions discuss the progress of the charity and make recommendations to the Trustees.
14.1 COMPOSITION OF NATIONAL COUNCIL
• the National Council shall comprise:
• the Trustees of LUPUS UK;
• a representative of each Regional Group committee;
• Regional Co-ordinators;
The CEO of LUPUS UK, who shall be required to withdraw from any part of a meeting of the National Council by decision of that meeting; others as agreed from time to time by the Trustees in consultation with the National Council.
14.2 PROCEDURES OF NATIONAL COUNCIL
Procedures for the calling and running of National Council meetings shall be agreed by the Trustees in co-operation with the National Council
15.0 ALTERATIONS TO THE CONSTITUTION15.1 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 in person or by postal or proxy vote at an Annual General Meeting.
15.2 The notice of the Annual General Meeting must include notice of any resolution altering the Constitution, setting out the terms of the resolution proposed.
15.3 Amendments to the Constitution may be proposed and seconded by any member of LUPUS UK and shall be sent to the Secretary at least 60 days prior to the date of the Annual General Meeting.
15.4 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.
15.5 No amendment may be made which would have the effect of the charity ceasing to be a charity at law.
16.0 DISSOLUTION OF THE CHARITYIf 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 not less than 30 day’s 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 realise 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 authorise 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.
David Hopkins - Secretary, April 2017