ABN Articles and Rules
Rules approved at the Annual General Meeting, Thursday 21 May 2015 at Harrogate International Centre
Registered Charity No 1077893,
The words and expressions used in these Rules shall bear the same meanings as are assigned to them in the Articles of Association of the Association provided that "year" shall mean the period between two consecutive Annual General Meetings.
ASSOCIATION OF BRITISH NEUROLOGISTS
Rules approved at the Annual General Meeting,
Thursday 21 May 2015 at Harrogate International Centre, Harrogate.
Registered Charity No 1077893
The words and expressions used in these Rules shall bear the same meanings as are assigned to them in the Articles of Association of the Association provided that "year" shall mean the period between two consecutive Annual General Meetings.
As defined in the Articles, the United Kingdom shall mean the United Kingdom of Great Britain and Northern Ireland
- 1. THESE RULES are made pursuant to Article 62.1 and may be amended by the Association in general meeting.
- 2. NAME
2.1. The Society shall be called the Association of British Neurologists.
The aim of the Association of British Neurologists is to improve the health and well-being of people with neurological disorders by promoting education in and the advancement of the neurological sciences, including (without limitation) the practice of neurology in the United Kingdom and Ireland.
4.1. The Association shall consist of Ordinary, Senior, Honorary, Honorary Overseas, Overseas, Associate, Affiliate, Junior and Student Members.
4.1.1. Ordinary: Those appointed to consultant posts, or equivalent, in the neurological sciences, and others who have contributed significantly to the disciplinein the United Kingdom and Ireland, shall be eligible for Ordinary Membership.
4.1.2. Senior: Ordinary members on retirement from hospital appointment, from academic appointment and from the practice of clinical neurology shall cease to be Ordinary Members at the next Annual General Meeting and may become Senior members. Ordinary members still engaged in active practice and meeting the requirements defined in rule 4.1.1 but reaching NHS retirement age may elect to cease being Ordinary Members at the next Annual General Meeting and become Senior Members.
4.1.3. Honorary: Persons of distinction in Medicine and related sciences, resident in the United Kingdom and Ireland, who have contributed to the advancement of neurology shall be eligible for the Honorary Membership. Non residents of similar distinction shall be eligible for the Honorary Foreign Membership. The number of Honorary and Honorary Overseas Members shall be limited to a total of ten per cent of the current Ordinary membership; they shall be elected by the Association on the recommendation of the Council.
4.1.4. Overseas: OrdinaryMembers who cease to reside in the United Kingdom and Irelandshall be deemed Overseas Members. In addition persons of British or Irish nationality who have left the United Kingdom and Irelandto work abroad, others with significant past or present association with British neurology, or others who have made significant contributions to neurology internationally, shall be eligible for election to Overseas Membership.
4.1.5. Associate: All specialty registrars and others pursuing clinical practice or research in clinical neurologyor related disciplineswithin the United Kingdom and Ireland shall be eligible for Associate Membership. After completion of specialty training in neurology, and on appointment to a substantive consultant post, Associate Members will become Ordinary Members following approval at the next Council meeting. These posts will then be ratified at the following Annual General Meeting.
4.1.6. Affiliate: General practitioners and Physicians with an interest in neurology, and Associate Specialists/Staff Grades in Neurology, within the United Kingdom and Ireland shall be eligible for Affiliate membership.
4.1.7. Junior: Junior hospital doctors who are not neurology specialist trainees within the United Kingdom and Ireland shall be eligible for Junior membership.
4.1.8. Student: Medical students within the United Kingdom and Ireland shall be eligible for Student membership.
4.2. Candidates for Ordinary, Associate, Affiliate or Overseas Membership shall be nominated by at least two Ordinary members of the Association in writing to the Honorary Secretary. Candidates for Junior or Student Membership shall be nominated by at least one Ordinary, Associate or Affiliate member of the Association in writing to the Honorary Secretary.
4.2.1. Nominations will be discussed, and approved at the next Council meeting.
4.2.2. The Council shall recommend that candidates approved from those nominated as Ordinary, Associate, Affiliate or Overseas Members be ratified at the Annual General Meeting.
5.1. From time to time the annual subscription shall be decided by Council in the light of the financial situation of the Association and after taking advice from the Treasurer.
5.1.1. The subscription shall then be ratified at the next Annual General Meeting of the Association. It shall be paid by Deed of Covenant, or Direct Debit, orBanker's Order.
5.1.2. Non-payment of the subscription within twelve months may be considered by Council asequivalent to resignation.
- 6. TRUSTEE BOARD
6.1. The following shall be ex officio members of the Trustee Board:
6.1.1. The President
6.1.2. The President-Elect
6.1.3. The Honorary Secretary
6.1.4. The Honorary Assistant Secretary
6.1.5. The Honorary Treasurer
6.1.6. The Elected Councillors
6.2. In addition to the ex officio members, the Trustee Board shall include:
6.2.1. Two lay members appointed by the Trustee Board on such terms and for such periods as the Trustees shall determine from time to time
6.2.2. Any person appointed by the Trustees to fill a vacancy on the Trustee Board provided that such a person shall hold office only until the conclusion of the next following general meeting.
6.3. The Trustee Board may appoint Non Voting Members (NVMs) to the board.
6.3.1. NVMs shall attend such meetings and receive such Trustee papers as the Trustee Board shall determine and may participate in deliberations when invited to do so.
6.3.2. For the avoidance of doubt, NVMs shall not have the power to vote and shall not count towards the quorum.
6.3.3. The chairs of the Services and Standards Committee, Training & Education Committee, Clinical Research & Academic Committee and the ABNT respectively shall be, by invitation, NVMs at the Trustee Board entitled to receive notice of all Trustee meetings.
6.4. The Trustee Board shall review the composition of the board every four years or less and following such review shall put any recommended changes to these Rules to the members in general meeting.
- 7. COUNCIL
7.1. The Council shall consist of the President, President Elect, the Honorary Secretary, the Honorary Assistant Secretary, the Honorary Treasurer, the Chair of the Standards & Services Committee, the Chair of theTraining & Education Committee, the Chair of the Clinical Research & Academic Committee, the ABNT Representative and up to six elected Councillors.
7.2. Councillors who are neither Officers nor committee chairs shall be Ordinary Members elected by postal ballot in accordance with the procedure set out in Rule 12.1. Each successful candidate shall take office as an Elected Councillor immediately after the Annual General Meeting next following such ballot.
7.3. The Council may appoint a person who is willing to act to be a Councillor to fill a vacancy. A Councillor so appointed shall hold office only until the conclusion of the next following General Meeting.
7.4. A quorum of eight voting memberswill be necessary to validate decisions made by Council.
7.5. The Immediate Past President shall be an ex officio NVM at Council for the year immediately following the conclusion of his term of office and shall be entitled to receive notice of all Council meetings.
7.6. The Council may appoint NVMs to Council. NVMs shall attend such meetings and receive such Council papers as Council shall determine and may participate in deliberations when invited to do so.
7.7. For the avoidance of doubt, NVMs shall not have the power to vote and shall not count towards the quorum.
7.8. The Council shall review the composition of the Council every four years or less and following such review shall put any recommended changes to these Rules to the members in general meeting.
7.9. The provisions governing proceedings of meetings of Trustees shall apply to meetings of Council.
- 8. Eligibility
8.1. No person may be elected as a Trustee:
8.1.1. unless he has attained the age of 18 years; or
8.1.2. in circumstances such that, had he already been a Trustee, he would have been disqualified from acting under the provisions of Article 50.
8.2. No person may be elected as a Councillor:
8.2.1. unless he has attained the age of 18 years; or
8.2.2. in circumstances such that, had he already been a Councillor, he would have been disqualified from acting under the provisions of Rule 9.
- 9. Disqualification of Councillors
9.1. The office of Councillor shall be vacated:
9.1.1. if by notice in writing to the Association he resigns from the Council, or
9.1.2. if he is removed by notice in writing to the Association signed by a majority of the members of the Association, or
9.1.3. if he is absent from three consecutive meetings of the Council without the consent of the Chair, or
9.1.4. if he becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs, or
9.1.5. if he is convicted of any criminal offence, other than any minor motoring or similar offence that cannot reasonably damage the reputation of the Association.
- Election of President and President Elect
10.1. The President of the Association shall be an Ordinary Member at the time of election and shall be elected from persons nominated by the Ordinary Members by postal ballot of the Ordinary Members conducted prior to the Annual General Meeting.
10.1.1. Each nomination shall be in writing, signed by at least ten Ordinary Members and the nominee and submitted to the Honorary Secretary no less than 90 days before the Annual General Meeting.
10.1.2. No less than 40 days before such meeting the Honorary Secretary shall send to each Ordinary Member details of all such nominations received, together with ballot papers which to be valid must be returned to the Office no later than 14 clear days before the Annual General Meeting.
10.1.3. The result of the ballot shall be announced at the Annual General Meeting immediately following which meeting the successful candidate shall take office as President Elect (or President if he is first President or the office of President has been vacated).
10.2. The President shall hold office for two years, preceded (unless he is the first President, or the office of President has been vacated) by two years in office as President Elect. The President shall not be eligible for re-election. The President shall cease to hold office forthwith upon ceasing to be a Trustee or Councillor.
10.3. A President who has served their full term of office shall be the Past President for one year following the expiry of their term. A President who ceases to be President for any other reason may be the Past President for one year following the expiry of their term if the Trustee Board so resolves.
- 11. Election of Honorary Secretary, Honorary Assistant Secretary and Honorary Treasurer
11.1. The Honorary Secretary, the Honorary Assistant Secretary and the Honorary Treasurer shall be elected by the Ordinary Members.
11.2. The Honorary Secretary will write to the Ordinary Membership seeking nominations of Ordinary Members for the offices of Honorary Secretary and Honorary Treasurer; all nominations shall be supported by the signature of five Ordinary Members. A postal ballot of all Ordinary Members shall be conducted prior to the Annual General Meeting.
11.2.1. The individual elected as Honorary Secretary will, from the close of the meeting at which he is elected, take office for two years as Honorary Assistant Secretary and then two years as Honorary Secretary.
11.2.2. The individual elected as Honorary Treasurer will, from the close of the meeting at which he is elected, take office as Treasurer Elect, co-opted to Council (or Honorary Treasurer if the office of Honorary Treasurer has been vacated). The Treasurer Elect shall serve one year and then shall serve four years as the Honorary Treasurer.
- 12. Election of Councillors
12.1. The Honorary Secretary will write to the Ordinary Membership seeking nominations of Ordinary Members as new Members of Council; all nominations shall be supported by the signatures of two OrdinaryMembers. A postal ballot of all Ordinary Members shall be conducted prior to the Annual General Meeting.
12.2. Each Elected Councillor shall serve for four years after which he shall not be eligible to stand for re-election for a period of three years. No Elected Councillor may serve more than eight years in total.
- 13. Chairs of Committees
13.1. The Council shall appoint the chair of each of the Training and Education Committee and the Clinical Research and Academic Committee.
13.2. The members of the Services and Standards Committee shall elect the chair of that committee.
13.3. Each chair so appointed or elected shall serve for a term of three years, upon the expiry of which he/she shall be eligible for reappointment to serve one further term of three years.
- 14. EXECUTIVE COMMITTEE
14.1. The President, in consultation with Council, will conduct business as and when required with an executive group consisting of the President, President Elect, Honorary Secretary, Honorary Assistant Secretary and Honorary Treasurer of the Association and the chairs of the Clinical Research and Academic Committee, the Services and Standards Committee and the Training and Education Committee.
- 15. TRANSITIONAL PROVISIONS
15.1. All Councillors who were in office before these Rules were adopted but who are not Trustees shall cease to be directors of the Association with immediate effect.
15.2. The following individuals who were in office at the date that these Rules were adopted shall serve the term remaining that is set against their name below, subject to earlier termination in accordance with the Articles of Association or these Rules:
15.2.1. Dr GN Fuller President 2013 2015
15.2.2. Dr Ralph Gregory Hon Secretary 2012 2014
15.2.3. Dr Hadi Manji Hon Assistant Secretary 2012 2014
15.2.4. Dr Hadi Manji Hon Secretary 2014 2016
15.2.5. Prof L Ginsberg Hon Treasurer 2011 2015
15.2.6. Prof NJ Scolding Elected Councillor 2009 2015
15.2.7. Prof MM Reilly Elected Councillor 2011 2015
15.2.8. Prof PEM Smith Elected Councillor 2011 2015
15.2.9. Dr W Rakowicz Elected Councillor 2012 2016
15.2.10. Dr William Gibb Elected Councillor 2012 2016
- 16. ABN ADVISORY GROUPS (FORMERLY SECTIONS OF COUNCIL)
16.1. Advisory Groups shall be formed in key neurological areas comprising ABN members.
16.2. Each Advisory Group will have a Chair who shall be responsible for recommending members to Council to which they are accountable. The Chair and Advisory Group Members will be experts in the Advisory Group area.
16.3. The Chair shall be responsible for the preparation of responses to relevant consultations received by the Association and on other matters as Council sees fit. The tenure of each Chair and Advisory Group member will be two years renewable for a further two years.
16.4. Separate from the council appointed Advisory Groups, Special Interest Groups, may be established, constituted by members within the Association, to pursue an area of special interest. Their meetings will be held within the Rules of the Association and will be open only to members of the Association.
16.5. Also separate from council appointed Advisory Groups, if a society shares the objectives of the ABN, but its membership includes non-members of the Association, then the group may become an affiliated society.
- SERVICES AND STANDARDS COMMITTEE OF COUNCIL
17.1. Terms of reference: to advise the Association, through Council, on all matters relating to standards of neurological care and the staffing, organisation and distribution of neurological services in the United Kingdom and Ireland.
17.2.1. One Ordinary Member representing each of 14 regions in England (E.Anglia, Mersey, North West, Northern, Oxford, South West, Thames NE, Thames NW, Thames SE, Thames SW, Trent, W.Midlands, Wessex, Yorkshire) two from Scotland (East Scotland, West Scotland), and one from each of Wales, Northern Ireland, the National Hospital for Neurology and Neurosurgery who hold a consultant attachment in clinical neurology at a Regional Neurosciences centre, Neurology Centre or DGH in the region they represent; the President; the President Elect; the Honorary Secretary; the Honorary Assistant Secretary; a representative of Less than Full Time Working members and the ABNT representative. The National Clinical Director for Neurology, the Chair of the Clinical Reference Group for Neurosciences, and a representative of the Neurological Alliance shall be non voting members.
17.2.2. Officers: members of the Committee will elect their own Chair and Vice Chair. The Chair and Vice Chair are eligible for terms of three years and each may be re-elected for one further term of three years. The elected Chair shall cease to represent his own region and a new regional representative shall be elected. The Chair of the Services and Standards Committee, or in absentia the Committee Vice Chair or a nominated elected Committee member, shall be a member of the ABN Council.
17.2.3. Each regional representative will be elected to serve for three years, with possible re-election for one further term, after a ballot of all those Ordinary Members with a consultant contract in clinical neurology within the Region containing their Neurosciences/Neurology Centre. In the event of a tied ballot, the member who has held his/her consultant post for longest shall be elected. The Honorary Secretary will invite the names of those wishing to stand in each region, and conduct a subsequent ballot of those same members.
17.2.4. Each representative should appoint a deputy if he or she is unable to attend a meeting.
17.2.5. The Chair, in consultation with Council, will conduct business as and when required with an executive group consisting of the Chair, Vice Chair, at least two regional representatives and the Honorary Assistant Secretary of the Association.
17.3. The Chair shall represent the Association on other bodies as requested by Council.
17.4. Meetings: At least two meetings shall be held annually. The minutes will be submitted to Council at their next meeting.
17.5. Audit and Revalidation Committee (sub committee of the Services and Standards Committee)
17.5.1. Terms of reference: To raise the profile and improve the understanding and practice of audit and the process of revalidation in neurology within the UK and Ireland
17.5.2. Membership: The ARC committee shall be a subcommittee of the Services and Standard Committee. Its membership shall consist of a Chair, nominated by the SSC from its elected membership and ratified by Council, to serve for three years, reappointable for one further term, and a further six members of the SSC, nominated by their fellow SSC members (representing constituencies specified as Scotland and Northern Ireland, North East and Yorkshire & the Humber, North West and West Midlands, East of England and East Midlands, London, South Central and South East Coast, South West and Wales) to serve for three years with possible re-election for one further term. The President Elect, the Honorary Secretary, the Chair of the Services and Standards Committee, a Neurology SAC representative, a Neurological Alliance representative and two ABNT representatives shall be ex officio members.
17.5.3. Each representative should appoint a deputy if he or she is unable to attend a meeting.
17.5.4. Officers: The ARC committee, as a subcommittee of the Services and Standards Committee, shall be represented on the ABN Council by the Chair of the Services and Standards Committee or a nominated Committee member. The Chair of the ARC subcommittee shall represent the Association on other bodies as requested by Council.
17.5.5. Meetings: At least two meetings shall be held annually, typically immediately before the Services and Standards Committee meetings. The minutes will be submitted to Council at its next meeting.
- 18. TRAINING AND EDUCATION COMMITTEE OF COUNCIL
18.1. Terms of Reference: to advise the Association, through Council, on all matters relating to undergraduate education, postgraduate training, and continuing professional development in neurology within the United Kingdom and Ireland; and to liaise on relevant issues with appropriate British, Irish and European organisations.
18.2. Membership: A Chair nominated by the Committee from its elected membership, and ratified by Council, to serve for three years, reappointable for one further term, and a further six Ordinary or Senior members of the Association elected by members each to represent constituencies of two specified strategic health authorities (Scotland and Northern Ireland, North East and Yorkshire & the Humber, North West and West Midlands, East of England and East Midlands, London, South Central and South East Coast, South West and Wales) to serve for three years each with possible re-election for one further term. The President Elect, the Honorary Assistant Secretary, the Chair of the Services and Standards Committee, a Neurology SAC representative and two ABNT representatives shall be ex officio members of the Committee.
18.3. In the absence of the Chair, the President Elect shall chair meetings of this Committee or present its reports to Council.
- 19. CLINICAL RESEARCH AND ACADEMIC COMMITTEE OF COUNCIL
19.1. Terms of Reference: to advise the Association, through Council, on all issues relating to research and academic matters.
19.2. Membership: A Chair nominated by the Committee from its elected membership, and ratified by Council, to serve for three years, reappointable for one further term, and a further six Ordinary Members elected by members each to represent constituencies of 2 specified strategic health authorities (Scotland and Northern Ireland, North East and Yorkshire & the Humber, North West and West Midlands, East of England and East Midlands, London, South Central and South East Coast, South West and Wales) to serve for three years with possible re-election for one further term. The President, the Honorary Secretary, the Honorary Assistant Secretary, and an ABNT Representative shall be ex Officio members of the Committee. A representative from the relevant neurological research network shall be an invited non voting member of CRAC.
- 20. BRITISH NEUROLOGICAL SURVEILLANCE UNIT
20.1. Terms of Reference: to provide researchers in the United Kingdom and Ireland with a means of surveying neurologists and other physicians with a neurological interest in order to ascertain rare or unusual cases which otherwise would only be ascertained in such few numbers that meaningful scientific study would not be possible.
20.2. The Clinical Research and Academic Committee will oversee the coordination of the British Neurological Surveillance Unit. One member will be appointed to liaise with the membership over future projects and strategy.
- SCIENTIFIC MEETINGS AND THE ANNUAL GENERAL MEETING
21.1. At least one scientific meeting shall beheld each year, one of which shall includethe Annual General Meeting. Associate members shall be entitled to attend the scientific meetings and the Annual General business meetings of the Association as non-voting members.
21.2. At least four months prior to the meetings the Honorary Assistant Secretary shall send a notice to each member and shall invite communications to be presented at the scientific meetings.
- SCIENTIFIC MEETINGS COMMITTEE OF COUNCIL
22.1. The agenda for the scientific meetings shall be arranged by the Honorary Assistant Secretary in consultation with the Scientific Meetings Committee.
22.2. The Scientific Meetings Committee will comprise the Honorary Secretary, Honorary Assistant Secretary, Honorary Treasurer, President, President Elect, Chairs of CRAC, TEC, ABNT, SSC, up to 2 ABN office representatives, and the local organiser for each meeting. The Honorary Assistant Secretary will consult with members of the Meetings Committee as and when necessary.
22.3. Any declarations of interest must be completed on abstract forms.
22.4. The programme for each scientific meeting shall be published on the ABN website and notification that it is available online shall be sent by the Honorary Secretary to each member of the Association at least two weeks before the meeting is held.
- 23. ANNUAL GENERAL MEETING
23.1. At least two weeks before the Annual General Meeting the Honorary Secretary shall send to each Member the names of the Officers and committee chairswhom the Council or Members nominate for the ensuing year.
23.2. The agenda for the Annual General Meeting of the Association shall be sent to Ordinary, Overseas, Honorary, Honorary Foreign and Senior Members by the Honorary Secretary at least one week before the meeting is held.
23.3. A majority vote of those Ordinary members present will be required to ratify decisions at the Annual General Meeting.
23.4. Proceedings of the scientific meetings may be published in abstract in the Journal of Neurology, Neurosurgery and Psychiatry.
- 24. OTHER RULES
24.1. No alteration shall be made in the rules except at the Annual General Meeting and unless proposed by the Council or by at least ten members in writing. In the latter case, the proposal must reach the Secretary at least four weeks before the date of the meeting. Notice of the proposed change shall be circulated to each member at least one week before the meeting at which it is to be brought forward, and it shall be decided by vote of those present at the meeting.
24.2. The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in the Rules, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend or otherwise howsoever by way of profit to members of the Association. Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any services rendered to the Association, nor prevent the payment of interest at a rate not exceeding 4 per cent per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Association; but so that no member of the Council or governing body of the Association shall be appointed to any salaried office of the Association or any office of the Association paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Association to any member of such Council or governing body, except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association; provided that the provision shall not apply to any payment to any company of which a member of the Council or governing body may be a member, and in which such member shall not hold more than one hundredth part of the capital, and such member shall not be bound to account for any share or profits he may receive in respect of such payment.
24.3. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members of the Association, but shall be given or transferred to some other institution having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of the last preceding Rule, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then to some charitable object.
24.4. The Association shall be independent and its views shall not be compromised as a consequence of its relationships with commercial sponsors.
*Ref 18.2 and 19.2 the specified strategic health authority constituencies shall be:, Scotland and Northern Ireland, North East and Yorkshire & the Humber, North West and West Midlands, East of England and East Midlands, London, South Central and South East Coast, South West and Wales,
Articles of Association
The Companies Act 2006
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
ASSOCIATION OF BRITISH NEUROLOGISTS
Registered Charity No 1077893
- In these Articles the words standing in the first column below shall bear the meaning set opposite to them respectively in the second column, if not inconsistent with the subject or context:-
The Companies Act 2006
These Articles of Association of the Association
The above-named Company
The auditors for the time being appointed by the Association
The Council for the time being of the Association
A member of the Council
The Charities Legislation
Charities Acts 1992 and 2011 and the Charities (Accounts and Reports) Regulations 2008 as amended, restated or re-enacted from time to time
In relation to a period of notice means the period excluding the day on which the notice is given or deemed to be given and the day for which it is given or on which it is to take effect
Written, printed or lithographed, or partly one and partly another, and other modes of representing or reproducing words in a visible form
The registered office of the Association
Means the Rules adapted by the Association from time to time in accordance with Article 62.1
The Statement of Recommended Practice issued by the Charity Commission and any modification or replacement thereof from time to time
the Directors of the Association who are set out in the Rules pursuant to Article 32
The United Kingdom
Great Britain and Northern Ireland
Words importing the singular number only shall include the plural number, and vice versa. Words importing the masculine gender only shall include the feminine gender, and words importing persons shall include corporations.
Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which the Articles become binding on the Association shall, if not inconsistent with the subject or context, bear the same meanings in the Articles.
- The objects for which the Association is established ("the Objects") are to promote education in and the advancement of the neurological sciences, including (without limitation) the practice of neurology in the United Kingdom and Ireland.
- The income and property of the Association shall be applied solely towards the promotion of the Objects, and no part thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to the members of the Association, and no Trustee shall receive any salary or fee or remuneration or other benefit in money or money's worth from the Association:
PROVIDED THAT nothing herein shall prevent the payment in good faith by the Association of:-
3.1. reasonable and proper remuneration or pensions to any member officer or servant of the Association in return for any services actually rendered to the Association, or
3.2. reasonable and proper professional charges to any member of the Association or a Trustee or any partner or employee of his or hers for any professional services rendered to the Association, or
3.3. interest at a reasonable and proper rate on money lent to the Association by any member of the Association or by any Trustee, or
3.4. reasonable and proper rent for premises demised or let to the Association by any member of the Association or by any Trustee, or
3.5. reimbursement of reasonable out-of-pocket expenses actually incurred by any Trustee, committee member, officer or servant of the Association in or about the affairs of the Association, or
3.6. fees, remuneration or other benefit in money or money's worth to any company of which any member of the Association or any Trustee may also be a member holding not more than 1% of the issued share capital of that company, or
3.7. indemnity insurance premiums in accordance with the terms of Article 61.3 hereof.
- The liability of the members is limited.
- Each member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up while he or she is a member, or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the Association contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £1.00.
- If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to such other charity or charities which prohibit(s) the distribution of its or their income and property to an extent at least as great as is imposed upon the Association by Article 3 above and having objects identical with or similar to the Objects, as the members of the Association shall resolve at or before the time of dissolution and if that cannot be done to some other charitable object or objects.
- The subscribers to the Memorandum of Association and such other persons (not being corporations) as shall be admitted to membership by the Trustees in accordance with the provisions of the Rules shall be the members of the Association, subject to the provisions of Article 9.
- Every member of the Association shall either sign a consent in a form approved by the Trustees to become a member or sign the register of members on becoming a member.
- A person shall forthwith cease to be a member of the Association (provided always that at least one member of the Association remains on the Register of Members thereafter):
9.1. if he is removed by notice to him in writing signed by a majority of the members of the Association, or by the Trustees, or
9.2. if by notice in writing to the Association he resigns his membership, or
9.3. if he becomes bankrupt or makes any arrangement or composition with his creditors generally, or
9.4. if he becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs, or
9.5. if he ceases to hold office as a Trustee by reason of any order made under the Company Directors Disqualification Act 1986, or by virtue of any provision of the Charities Legislation, or
9.6. if he is removed from office as a Trustee by a resolution duly passed pursuant to Article 43.2 or section 168 of the Act, or
9.7. if he is removed from office as a Councillor pursuant to the Rules, or
9.8. if he fails to pay any subscription due to the Association pursuant to the Rules.
- The Association shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Trustees, and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting.
- The Trustees may whenever they think fit convene a General Meeting and General Meetings shall also be convened on the requisition of members of the Association pursuant to the provisions of the Act.
- At least twenty-one clear days' notice in writing of every Annual General Meeting and of every meeting convened to pass a Special Resolution, and at least fourteen clear days' notice in writing of every other General Meeting, specifying the place, the day and the hour of meeting, and in the case of special business the general nature of that business, shall be given to such persons (including the Auditors) as are under the Articles or under the Act entitled to receive such notices from the Association, but with the consent of (in the case of an Annual General Meeting) all members and (in the case of any other General Meeting) members having at least 90% of the voting rights at the meeting intended to be convened and in either case having the right to attend and vote thereat, a meeting may be convened by such notice as those members may think fit.
- The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice thereof shall not invalidate any resolutions passed, or proceeding had, at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
- All business shall be deemed special that is transacted at a General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the accounts and reports of the Trustees and of the Auditors, and the appointment of, and the fixing of the remuneration of, the Auditors.
- No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided ten persons entitled to vote upon the business to be transacted, each being an Ordinary Member of the Association or a proxy for an Ordinary Member of the Association, or one tenth of the total number of such persons for the time being, whichever is the greater, shall be a quorum.
- If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Trustees may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.
- The President of the Association shall preside as chairman at every General Meeting at which he shall be present, but if he is not present within fifteen minutes after the time appointed for holding a meeting, or is unwilling to preside, the President Elect or another Trustee will preside at that meeting failing whom the members present shall choose some member (or his duly authorised representative), in either case who shall be present, to preside at that meeting.
- The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
- At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the chairman or by any member or members present in each case in person or by proxy, and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting. Unless a poll be so demanded a declaration by the chairman that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn, before the poll is taken.
- Subject to the provisions of Article 19, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the chairman shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
- No poll shall be demanded on the election of a chairman of a meeting, or on any question of adjournment.
- In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.
- The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
VOTES OF MEMBERS
- Subject as hereinafter provided, every Ordinary Member shall have one vote.
- Save as herein expressly provided, no person other than an Ordinary Member duly registered, who has paid all moneys then due to the Association, shall be entitled to vote on any question either personally or by proxy at any General Meeting.
- Votes may be given on a poll either personally or by proxy.
- The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or in such electronic form as the Trustees approve from time to time.
- The instrument appointing a proxy and the Power of Attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the Office (or transmitted to such electronic address as the Association may specify) not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote (or in the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll) and in default the instrument of proxy shall not be treated as valid provided that the forty-eight hour and twenty-four hour periods referred to in this sentence shall be calculated excluding any part of days which are a bank holiday in England or Saturday or Sunday. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.
- A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.
- Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:-
an Ordinary Member of the Association of British Neurologists
hereby appoint ,
and failing him/her, ,
to vote for me and on my behalf at the ,
[Annual, or adjourned, as ,
the case may be] General meeting of the ,
Association to be held on the day of ,
and at every adjournment thereof. '
As witness my hand/the hand of our duly ,
appointed representative ,
this day of ."
- The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
- The Rules shall specify the number of Trustees, the manner of their election or appointment and the term for which they shall hold office.
POWERS OF THE TRUSTEES
- The business of the Association shall be managed by the Trustees who may exercise all such powers of the Association, and do on behalf of the Association all such acts as may be exercised and done by the Association, and as are not by statute or by the Articles required to be exercised or done by the Association in General Meeting, subject nevertheless to:-
33.1. the provisions of the Articles;
33.2. the provisions of the statutes for the time being in force and affecting the Association;
33.3. the provisions of the Rules for the time being in force; and
33.4. the requirement that the Trustees do not do or permit any act or omission which would prejudice the charitable status of the Association in law.
- The Trustees for the time being may act notwithstanding any vacancy in their number but, if the number of Trustees is less than the number fixed as the quorum the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a General Meeting.
- In addition and without prejudice to any other powers hereby or by law conferred on the Trustees the Trustees may from time to time and for such period and to such extent and generally on such terms as the Trustees shall think fit delegate to any Trustee or Trustees and/or any employee of the Association employed in or in connection with the management, administration, organisation and conduct of the affairs of the Association any powers and duties of the Trustees as may be reasonable SAVE THAT the Trustees must report back to the Association in General Meeting as to the delegation of such powers and duties.
- The Trustees may appoint as the investment manager for the Association a person who they are satisfied after inquiry is a proper and competent person to act in that capacity and who is an authorised or an exempt person within the meaning of the Financial Services and Markets Act 2000 otherwise than exempted by virtue of paragraphs 44 and 45 of the Financial Services and Markets Act 2000 (Exemption) Order 2001. The Trustees may delegate to an investment manager so appointed power at his/her discretion to buy and sell investments for the Association in accordance with the investment policy laid down by the Trustees from time to time,
Provided that where the Trustees make any such delegation they shall:-
36.1. inform the investment manager in writing of the extent of the Association's investment powers and the terms of the delegation;
36.2. lay down a detailed investment policy for the Association and immediately inform the investment manager in writing of it and of any changes to it;
36.3. ensure that they are kept informed of, and review on a regular basis, the performance of their investment portfolio managed by the investment manager and on the exercise by him of his delegated authority;
36.4. take all reasonable care to ensure that the investment manager complies with the terms of the delegated authority; and
36.5. pay such reasonable and proper remuneration to the investment manager and agree such proper terms as to notice and other matters as the Trustees shall decide provided that such remuneration may include commission fees and/or expenses earned by the investment manager if and only to the extent that such commission fees and/or expenses are disclosed to the Trustees.
- The Trustees may:-
37.1. make such arrangements as they think fit for any investments of the Association or income from those investments to be held by a corporate body as the Association's nominee; and
37.2. pay reasonable and proper remuneration to any corporate body acting as the Association's nominee in pursuance of this article.
- Each Trustee may be repaid out of the funds of the Association such reasonable out-of-pocket expenses as the Trustees shall from time to time determine in respect of his or her attendance at meetings of the Trustees or on behalf of the affairs of the Association but save as otherwise provided in the Article 3 no member of the Association nor any Trustee shall receive any remuneration from the Association.
ELECTION AND RETIREMENT OF HONORARY OFFICERS AND REPRESENTATIVES
Election of Honorary Officers
- The Association shall have a President. The Rules shall specify the manner of his election and the term for which he shall hold office.
- The Rules shall specify which other Honorary Officers the Association shall have, the manner of their election or appointment and the term for which they shall hold office.
Chairmen of Sub-Committees
- The Trustees shall appoint the chairmen of the Association’s sub-committees, in accordance with the Rules from time to time.
The Association of British Neurology Trainees Representative
- The Association of British Neurology Trainees shall nominate a representative from their number who shall hold such offices as the Rules may specify from time to time.
DISQUALIFICATION OF TRUSTEES
- The office of Trustee shall be vacated:-
43.1. if by notice in writing to the Association he resigns as a Trustee (but only if at least two Trustees remain in office when the notice of resignation is to take effect), or
43.2. if he is removed by notice in writing to the Association signed by a majority of the members of the Association, or
43.3. if he ceases to hold office by reason of any order made under the Company Directors Disqualification Act 1986, or by virtue of any provision of the Charities Legislation, or
43.4. if he is removed from office by a resolution duly passed pursuant to s.168 of the Act, or
43.5. if he is absent from three consecutive meetings of the Trustees without the consent of the Chairman, or
43.6. if he becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs, or
43.7. if he is convicted of any criminal offence other than any minor motoring or similar offence that cannot reasonably damage the reputation of the Association.
PROCEEDINGS OF THE TRUSTEES
- The Trustees may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business, provided that such meetings are held at least twice during every year. Unless otherwise determined, three Trustees shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In cases of equality of votes the chairman of the meeting shall have a second or casting vote.
- The President or two Trustees may, and on the request of the President or such Trustees the Secretary shall, at any time, summon a meeting of the Trustees by notice served upon all Trustees. A Trustee who is absent from the United Kingdom shall not be entitled to notice of a meeting.
- A meeting of the Trustees at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Association for the time being vested in the Trustees generally. Trustees may be present in person or by means of any communication equipment that enables them to communicate effectively with the other attendees at that meeting.
- The Trustees may delegate any of their powers to committees consisting of such Trustee or Trustees and others as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Trustees. The meetings and proceedings of any such committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Trustees so far as applicable and so far as the same shall not be superseded by any regulations made by the Trustees.
- All acts bona fide done by any meeting of the Trustees or of any committee of the Trustees, or by any person acting as a committee member, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such person, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Trustee or member of the committee as the case may be.
- The Trustees shall cause proper minutes to be made of all appointments of officers made by the Trustees and of the proceedings of all meetings of the Association and of the Trustees and of committees of the Trustees, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
- A resolution in writing signed by all the Trustees or by all the members for the time being of any committee of the Trustees who are entitled to receive notice of a meeting of the Trustees or of such committee shall be as valid and effectual as if it had been passed at a meeting of the Trustees or of such committee duly convened and constituted. Any such written instrument may be in several parts each signed by one or more Trustees or members of the committee as the case may be. An email indicating agreement with a proposed written resolution from the email address customarily used by a Trustee for Association business shall constitute a valid signature for the purposes of passing such resolution.
- Any bank account in which any part of the assets of the Association is deposited shall be operated by or with the authority of the Trustees and shall indicate the name of the Association.
- The President shall preside as chairman at all meetings of the Trustees and of Council at which he shall be present, but if he is not present within fifteen minutes after the time appointed for holding a meeting or is unwilling to preside,
52.1. in the case of a Trustees’ meeting, the President Elect or another Trustee chosen by the Trustees present, or
52.2. in the case of Council meeting, the President Elect or another Councillor chosen by the Councillors present,
shall preside at that meeting.
- The Trustees shall cause proper books of account to be kept to enable accounts to be prepared which comply with the relevant provisions of the Act and the Charities Legislation and the SORP. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Association and to explain its transactions.
- The books of account shall be kept at the Office, or, subject to Section 388 of the Act, at such other place or places as the Trustees shall think fit and shall always be open to the inspection of any Trustee.
- At the Annual General Meeting in every year the Trustees shall lay before the Association accounts including an income and expenditure account for the period since the last preceding account, together with a balance sheet made up as at the same date. Such accounts shall be accompanied by reports of the Trustees and the Auditors. Copies of such accounts and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attaching thereto or to accompany the same shall not less than twenty-one clear days before the date of the meeting, subject nevertheless to the provisions of Section 423 of the Act, be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served. The Auditors' report shall be open to inspection and be laid before the meeting.
- Once at least in every year the accounts of the Association shall be examined and reported upon by the Auditors.
- The Auditors shall be one or more properly qualified auditor(s) not being Trustees and their duties shall be regulated in accordance with the Act and the Charities Legislation and the SORP.
- A notice may be served by the Association upon any member,
58.1. personally, or
58.2. by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members, or
58.3. by sending it by email or any other form of electronic communication to which the member has consented and for which the member has provided an email address or other delivery information; or
58.4. in the case of a member who has expressly agreed to receive notices by website communication, by placing it on the Association’s website for at least 28 days in a form that the member can read and take a copy of and by notifying the member of the presence of the information on the website, the website address, the place on the website where the information can be found and how to access the information.
- Save as otherwise provided by the Act, only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Association. Provided that any member described in the register of members by an address not within the United Kingdom, who shall from time to time give the Association an address within the United Kingdom at which notices may be served upon him, shall be entitled to have notices served upon him at such address.
- Any notice, if served by post, shall be deemed to have been served on the second day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a first class prepaid letter.
61.1. In the management of the affairs of the Association no Trustee shall be liable for any loss to the property of the Association arising by reason of an improper investment made in good faith (so long as he shall have sought professional advice before making such investment) or for the negligence or fraud of any agent employed by him or by any other Trustee in good faith (provided reasonable supervision shall have been exercised) although the employment of such agent was not strictly necessary or by reason of any mistake or omission made in good faith by any Trustee or by reason of any other matter or thing other than wilful and individual fraud, wrongdoing or wrongful omission on the part of the Trustee who is sought to be made liable.
61.2. Subject to the provisions of the Act, every Trustee and other officer of the Association and the Auditors shall be indemnified out of the assets of the Association against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association and against all costs, charges, losses, expenses or liabilities incurred by him in the execution and discharge of his duties or in relation thereto.
61.3. The Association may pay the premium of any indemnity insurance (1) to cover the Trustees for any liability which by virtue of any rule of law attaches to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in respect of the Association and all costs, charges and expenses which may be incurred by them in contesting any such liability or alleged liability. Provided that any such insurance shall not extend to any claim arising from any act or omission which the Trustees knew to be a breach of trust or breach of duty or which was committed by the Trustees in reckless disregard of whether it was a breach of trust or a breach of duty or not; and (2) for its officers and servants from and against all such risks incurred in the performance of their duties as may be thought fit.
RULES AND REGULATIONS
62.1. The Association in general meeting shall have power to adopt, alter, add to or repeal the Rules. Provided that no Rule shall be inconsistent with or shall affect or repeal anything contained in the Articles.
62.2. No Rules made by the Association in General Meeting shall invalidate any prior act of the Trustees which would have been valid if such Rules had not been made.
- The Trustees may from time to time make such regulations as they deem necessary or expedient or convenient for the proper conduct and the management of the Association provided that such regulations are not inconsistent with the Articles or Rules.
- No alterations shall be made to the Articles except by a resolution put to a General Meeting of the Association either (1) by resolution of the Trustees (2) by the Council (a simple majority of whom at a duly convened Council meeting shall decide to put such resolution to the General Meeting) or (3) by at least ten Ordinary Members in writing giving notice to the Secretary at least 28 days before the date of the General Meeting and passed at such General Meeting (of which at least twenty-one days notice has been given) by three-quarters of those present and voting at such General Meeting provided that no alteration shall be made which shall have the effect of the Association ceasing to be a charity.
Conflict of Interests
65.1. A Trustee must declare to the other Trustees any situation of which he is aware in which he has, or could have, a direct or indirect interest that conflicts, or might conflict, with the interests of the Association unless the situation cannot reasonably be regarded as likely to give rise to a conflict of interest.
65.2. An interest of a Trustee to be disclosed under Article 65.1 may be declared at a meeting of Trustees, by notice in writing pursuant to section 184 of the Act or by means of a general notice under section 185 of the Act.
65.3. If a conflict of interest arises for a Trustee because of a duty of loyalty owed to another organisation, company or person and the conflict is not authorised by virtue of any other provision in the Articles, the remaining Trustees may authorise such a conflict of interest if each of the following conditions is satisfied:
65.3.1. the Trustee is absent from the part of any meeting at which there is discussion of the conflict of interest, including any arrangement or transaction affecting that other organisation, company or person;
65.3.2. the Trustee does not vote on any such matter and is not to be counted when calculating whether a quorum of Trustees is present at the meeting; and
65.3.3. the remaining Trustees are satisfied and agree that it is in the interests of the Association to authorise the conflict of interest which has arisen.
65.4. A conflict of interest arising for a Trustee because of a duty of loyalty owed to another organisation, company or person may only be authorised in the manner set out at Article 65.3 if such a conflict does not involve a direct or indirect benefit of any nature to a Trustee.
66.1. The Rules shall specify the number of Councillors, the manner of their election or appointment and the term for which they shall hold office.