An pdf copy of our constitution can be found here
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
Amended to change Part 1 Section 2, 3, 4 and Part 2 Section 6 to
change the name of The Association on 5th December
Amended to change Part 2 Section 12 (2) to change the quorate
number on 28th March 2017
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
The association's name is The Association for Clinical Genomic
(and in this document it is called the charity).
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
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
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
a. a benefit from the charity in the capacity of a beneficiary of
b. reasonable and proper remuneration for any goods or services
applied to the charity.
5. Benefits and payments to charity trustees and connected
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
c. be employed by, or receive any remuneration from, the
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.
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
2. The trustees must collect in all the assets of the charity
and must pay or make provision for all the liabilities of the
3. The trustees must apply any remaining property or
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
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
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
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
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.
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
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
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
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
3. The secretary shall circulate the agenda for the annual
general meeting to all members at least 14 days before the
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.
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
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
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
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
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
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
8. The Treasurer and Secretary shall not normally hold the
office for a term of more than three years. They shall be eligible
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
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
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
c. to establish or support any charitable trusts, associations or
institutions formed for any of the charitable purposes included in
d. to acquire, merge with or enter into any partnership or
joint‐venture arrangement with any other charity formed for any of
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
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
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
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
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
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
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
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
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
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
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
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
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).
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
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;
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
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.
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,
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
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
c. the transmission of the statements of account to the
d. the preparation of an Annual Report and its transmission to the
e. the preparation of an Annual Return and its transmission to the
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
28. Registered particulars.
The trustees must notify the commission promptly of any changes to
the charity's entry on the central register of charities.
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
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
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
3.The trustees may remove the holding trustees at any time.
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
3. A member who does not register an email address with the
charity shall not be entitled to receive any notice from the
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.
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
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
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.
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