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Constitution

An pdf copy of our constitution can be found here

Constitution
Original date of adoption, 14th December 2012.

Amended to change the Objects of the ACGS, Part 1(3), on the 25th June 2013.

Amended to change Part 2 Section 29 (3) on 21st September 2015.

Amended to change Part 1 Section 2, 3, 4 and Part 2 Section 6 to change the name of The Association on 5th December 2016

Amended to change Part 2 Section 12 (2) to change the quorate number on 28th March 2017


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


2. Name
The association's name is The Association for Clinical Genomic Science.
(and in this document it is called the charity).


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

  • The promotion, encouragement and advancement of the study and practice of clinical genomic science.
  • The advancement of education, research and innovation in clinical genomic science.
  • The development and promotion of clinical standards in clinical genomic science.


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


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

2. None of the income or property of the charity may be paid or transferred directly or indirectly, by way of dividend bonus or otherwise by way of profit to any member of the charity. This does not prevent a member who is not also a trustee from receiving:
a. a benefit from the charity in the capacity of a beneficiary of the charity;
b. reasonable and proper remuneration for any goods or services applied to the charity.


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


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

2. The trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the charity.

3. The trustees must apply any remaining property or money:
a. directly for the objects;
b. by transfer to any charity or charities for purposes the same as or similar to the charity;
c. in such other manner as the Charity Commission for England and Wales (The commission) may approve in writing in advance.

4. The members may pass a resolution before or at the same time as the resolution to dissolve the charity specifying the manner in which the trustees are to apply the remaining property or assets of the charity and the trustees must comply with the resolution if it is consistent with paragraphs a - c inclusive is sub clause 3 above.

5. In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity (except to a member that is itself a charity).

6. The trustees must notify the Commission promptly that the charity has been dissolved. If the trustees are obliged to send the charity's accounts to the Commission for the accounting period, which ended before its dissolution, they must send the Commission the charity's final accounts.

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

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

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

4. There will be version control of the constitution to enable identification of current version and past amendments.


PART 2
8. Membership
1. The Association shall consist of ordinary members primarily qualified or engaged in work of the nature indicated in Part 1, item 3 (Objects of the charity).

2. Membership is open to individuals over eighteen.

3. A candidate for ordinary membership of the Association may be proposed by two ordinary members to whom he or she is known personally. The name, address and qualifications of the candidate must be sent to the Secretary on the form provided for this purpose and the application assessed by the Executive Committee. A list of approved candidates for ordinary membership will be presented to the membership at the Annual General Meeting or at an ordinary meeting of the Association.

4. The Association shall also include Associate members. Associate members will be organisations associated with the work of the nature indicated in Part 1, item 3 (Objects of the charity).

5. A candidate for Associate Membership of the Association may be proposed by two ordinary members of the Association to whom he or she is known personally. The name, address and qualifications of the candidate must be sent to the secretary on the form provided for this purpose and the application assessed by the Executive Committee. A list of approved candidates for associate membership will be presented to the membership at the annual general meeting or at an ordinary meeting of the Association.

6. Associate members (organisations or companies) should not use the logo of the Association for Clinical Genomic Science without the explicit agreement of the Association.

7. The Association may have Honorary Members. Nominations for Honorary Membership shall be presented by the Executive Committee for approval by the members at the annual general meeting.

8. The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the charity. Under this circumstance, the trustees must inform the applicant in writing of the reasons for the refusal within twenty‐one days of the decision and must consider any written representations the applicant may make about the decision. The trustees' decision following any written representations must be notified to the applicant in writing but shall be final.

9. Membership is not transferable to anyone else.

10. The Association must keep a register of names and addresses of the members which could be made available to any member upon request within the rules of information governance.

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

2. the member resigns by written notice to the charity unless, after the resignation, there would be less than two members;

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

4. the member is removed from membership by resolution of the trustees if he/she is not in good standing and that it is in the best interest of the charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
a. the member has been given at least 21 days' notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is being proposed;
b. the member or, at the option of the member, the member's representative (who need not be a member of the charity) has been allowed to make representations to the meeting.

10. General meetings.
1. The charity must hold a general meeting within 12 months of the date of the adoption of this Constitution.

2. An annual general meeting must be held in each subsequent year and not more than 15 months may elapse between successive annual general meetings.

3. All general meetings other than annual general meeting shall be called special general meetings.

4. The trustees may call a special general meeting at any time.

5. The trustees must call a special general meeting if requested to do so in writing by at least one tenth of the membership of the Association. The request must state the nature of the business that is to be discussed. If the trustees fail to hold a meeting within 56 days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this Constitution.

11. Notice of general meetings
1. The minimum period of notice required to hold any general meeting of the charity is 14 clear days from the date on which the notice is deemed to have been given.

2. The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. The notice must be given to all the members and to the trustees. If the meeting is to be an annual general meeting, the notice must say so.

3. The secretary shall circulate the agenda for the annual general meeting to all members at least 14 days before the meeting.

12. Quorum - general meetings.
1. No business shall be transacted at any general meeting unless a quorum is present.

2. A quorum is 30 members entitled to vote upon the business to be conducted at the meeting.

3. The authorised representative of a member organisation shall be counted in the quorum.

4.If:
a. a quorum is not present within half an hour from the time appointed for the meeting; or
b. during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as a trustee shall determine.

5. The trustees must re‐convene the meeting and must give at least seven clear days' notice of the re‐convened meeting stating the date, time and place of the meeting.

6. If no quorum is present at the re‐convened meeting within 15 minutes of the time specified for the start of the meeting the members present at that time shall constitute a quorum for that meeting.

13. Chair - general meetings
1. The general meeting shall be chaired by the person who has been elected as chair.

2. If there is no such person or he or she is not present within 15 minutes of the time appointed for the meeting a trustee nominated by the trustees shall chair the meeting.

3. If there is only one trustee present and willing to act, he or she shall chair the meeting.

4. If no trustee is present and willing to chair the meeting within 15 minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.

14. Adjournments - general meetings
1. The members present at a general meeting may resolve that the meeting shall be adjourned.

2. The person who is chairing the general meeting must decide the date, time and place at which the meeting is to be re‐convened unless those details are specified in the resolution.

3. No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.

4. If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days' notice shall be given of the re‐convened meeting stating the date, time and place of the meeting.

15. Votes - general meetings
1. Each member shall have one vote if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.

2. A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by on behalf of one or more members.

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

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

3. Any notice given to the charity will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The charity shall not be required to consider whether the nominee has been properly appointed by the organisation.

17. Officers and Trustees.
1. The charity and its property shall be managed and administered by a committee comprising the officers and other members, elected in accordance with this Constitution. The officers shall be the trustees of the Charity and in this Constitution are together called 'the trustees'.

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

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

4. No one may be appointed a trustee if he or she would be disqualified from acting under the provisions of clause 20.

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

6. The first trustees (officers) will be the Chair, Secretary and Treasurer and shall be those persons elected as trustees and officers at the meeting at which this Constitution is adopted. An additional trustee (Chair Elect) will be appointed in the first year of operation of the charity.

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

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

2. The Executive Committee will consist of the officers (the "trustees") and four other elected ordinary members who will each act as Chair of a specified sub‐committee. The elected ordinary members will each oversee an area of activity of the Association and provide feedback to the trustees.

3. A quorum for the Executive Committee shall be six members, including three officers of the Association. Attendance shall be in person or by teleconference.

4. The Executive Committee shall prepare the agenda for meetings of the Association and between meetings shall act as necessary on behalf of the Association; it shall report on any such actions to the next meeting of the Association.

5. The officers of the Association and the other four members of the Executive Committee shall be ordinary members of the Association elected by ballot at an annual general meeting. Nominations may be made by any two ordinary members (Proposer and Seconder) and shall be sent with the written consent of the nominee to the secretary so as to reach him at least two months before the annual general meeting. Such nominations will be circulated with the notice of the meeting. Members unable to attend the meeting shall be entitled to vote by post or electronic communication. If other nominations are not received for the filling of vacancies, the Executive Committee should seek to nominate suitable individuals from the membership.

6. The Chair shall not normally hold office for a term of more than two years but thereafter they shall be eligible for election to any other post in the Association.

7. The Chair elect shall not normally hold office for a term of more than two years and thereafter will progress to the office of Chair.

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

9. The ordinary members of the Executive Committee shall normally hold the office for a term of three years and shall be eligible for re‐election to the same post for one further term of three years.

10. Any vacancy occurring in the Executive Committee, other than by annual retirement may be filled until the next annual general meeting by another ordinary member of the Association to be elected by the Executive Committee.

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

12. The appointment of a trustee, whether by the charity in general meeting or by the other trustees, must not cause a number of trustees to exceed any number fixed in accordance with this Constitution as the maximum number of trustees.

13. The trustees may not appoint a person to be an officer if a person has already been elected or appointed to the office and has not vacated the office.

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

15. The following clause only applies to the establishment of the organisation and will lapse immediately on adoption of this Constitution by the Association.
a. nominations for the first Chair may be made to the committee by any two ordinary members and shall be sent with the written consent of the nominee to the committee. The committee will contact ordinary members and request their vote in the election of the new chair. The new chair will be elected by a majority vote. In this circumstance the two months notice and election at an annual general meeting will not apply.

19. Powers of trustees.
1. The trustees must manage the business of the charity and have the following powers in order to further the objects (but not for any other purpose):
a. to raise funds. In doing so, the trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
b. to co‐operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice to them;
c. to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
d. to acquire, merge with or enter into any partnership or joint‐venture arrangement with any other charity formed for any of the objects;
e. to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
f. to obtain and pay for such goods and services as are necessary for carrying out the work of the charity;
g. to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
h. to do all such other lawful things as are necessary for the achievement of the objects.

2. No alteration of this Constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees.

3. Any meeting of trustees in which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the trustees.

20. Disqualification and removal of trustees.
A trustee shall cease to hold office if he or she:
1. is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re‐enactment or modification of that provision);

2. ceases to be a member of the charity;

3. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

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

5. is absent without the permission of the trustees from all their meetings held within a period of six consecutive months and the trustees resolve that his or her office be vacated.

21. Proceedings of trustees.
1. The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.

2. Any trustee may call a meeting of the trustees.

3. The Secretary must call a meeting of the trustees if requested to do so by a trustee.

4. Questions arising at a meeting must be decided by a majority of votes.

5. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

6. No decision may be made by a meeting of the trustees unless a quorum is present at the time that the decision is purported to be made.

7. The quorum shall be three trustees.

8. A trustee shall not be counted in the quorum present when any decision is made about a matter upon which that trustee is not entitled to vote.

9. 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.

10. The person elected as the Chair shall chair meetings of the trustees.

11. If the chair is unwilling to preside or is not present within 10 minutes after the time appointed for the meeting, the trustees present may appoint one of their number to chair the meeting.

12. The person appointed to chair meetings of the trustees shall have no functions or powers except those conferred by this Constitution or delegated to him or her in writing by the trustees.

13. A resolution in writing signed by all the trustees entitled to receive notice of a meeting of trustees or of a committee of trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the trustees or (as the case may be) a committee of trustees duly convened and held.

14. The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more trustees.

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

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

23. Saving provisions.
1. Subject to sub‐clause 2 of this clause, all decisions of the charity trustees, or of a committee of the charity trustees, shall be valid notwithstanding the participation in any vote of the charity trustee:
a. who is disqualified from holding office;
b. who had previously retired or who had been obliged by this Constitution to vacate office;
c. who was not entitled to vote on the matter, whether by reason of conflict of interests or otherwise;
if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by majority of the charity trustees at a quorate meeting.

2. Sub clause 1 of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub clause 1, the resolution would have been void, or if the charity trustee has not complied with clause 22 (Conflicts of interests and conflicts of loyalties).

24. Delegation
1. The trustees may delegate any of their powers or functions to a committee of two or more trustees but the terms of any such delegation must be recorded in the minutes.

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

3. The trustees may revoke or alter a delegation.

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

25 Irregularities in proceedings.
Subject to sub clause 2 of this clause, all acts done by a meeting of trustees, or of a committee of trustees, shall be valid notwithstanding the participation in any vote of the trustee:
a. who was disqualified from holding office;
b. who had previously retired or had been obliged by the Constitution to vacate office;
c. who was not entitled to vote on the matter whether by reason of a conflict of interests or otherwise;
if, without:
d. the vote of that trustee, and
e. that trustee being counted in the quorum,
the decision has been made by a majority of the trustees at quorate meeting.

2. No resolution or act of
a. the trustees.
b. any committee of the trustees.
c. the charity in general meeting.
shall be invalidated by reason of the failure to give notice to any trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure defect has materially prejudiced a member of the beneficiaries of the charity.

26. Minutes
The trustees must keep minutes of all:
1. appointments of officers and trustees made by the trustees;

2. proceedings at meetings of the charity;

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

27. Accounts, annual report, annual return.
1. The trustees must comply with their obligations under the Charities Act 2011 with regard to:
a. the keeping of accounting records of the charity;
b. the preparation of annual statements of account of the charity;
c. the transmission of the statements of account to the Commission;
d. the preparation of an Annual Report and its transmission to the Commission;
e. the preparation of an Annual Return and its transmission to the Commission.

2. Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.


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

29. Finance
1. Members shall pay to the Association, an annual subscription, payable in advance, the amount of such subscription being determined at the annual general meeting and remaining in force until changed at a subsequent one. The committee shall have the power to terminate membership if a member fails to pay the subscription within six months of it falling due. Honorary members shall not pay the annual subscription.

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

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

30. Property
1. The trustees must insure the title to:
a. all investments held by or on behalf of the charity, is vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees.

2. The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the trustees and that if they do so they will not be liable for the acts and defaults of the trustees, or of the members of the charity.

3.The trustees may remove the holding trustees at any time.

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

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

3. A member who does not register an email address with the charity shall not be entitled to receive any notice from the charity.


4. A member present in person at any meeting of the charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.
a. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
b. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
c. A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.

32. Rules
1. The trustees may from time to time make rules or bye‐laws for the conduct of their business.

2. The bye‐laws may regulate the following matters but are not restricted to them:
a. the admission of members of the charity (including the admission of organisations to membership) and the rights and privileges such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
b. the conduct of members of the charity in relation to one another, and to the charity's employees and volunteers;
c. the procedure at general meeting and meetings of the trustees in so far as such procedure is not regulated by this Constitution;
d. the keeping and authenticating of records. (If regulations made under this clause permit records of the charity to be kept in electronic form and requires a trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
e. generally, all such matters as are commonly the subject matter of the rules of an unincorporated Association.

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

4. The trustees must adopt such means as they think sufficient to bring the rules and bye‐laws to the notice of members of the charity.

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

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

 

 



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