CONSTITUTION OF ASSOCIATION OF STOMA CARE NURSES UK

Adopted [ ] 2012

CONSTITUTION OF THE ASSOCIATION OF STOMA CARE NURSES UK
2012

1. Establishment and Name

The Association shall be established with the name of the “ASSOCIATION OF STOMA CARE NURSES UK” (herein called ASCN UK)

2. Objects

The Objects of the ASCN UK shall be to promote the art and science of stoma care nursing (and related conditions) and to improve facilities and opportunities for nurses and others engaged in such care to further their education and skills in the profession of specialist stoma care nursing.

3. Powers

In furtherance of the above Objects but not further or otherwise the Council of ASCN UK shall have the following powers:

(a) For the benefit of the public to maintain the standards of those concerned with the care of people with stomas, draining wounds, fistulae and related conditions.

(b) To bring together representatives of nursing and patient organisations, Government departments, statutory authorities and individuals.

(c) To promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof.

(d) To collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.

(e) To cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents as shall further the said Objects.

(f) To aim to assist nurses, with an interest in stoma care, to provide management with research based evidence which supports their role.

(g) To provide nurses, with an interest in stoma care, with educational input which will include an annual conference.

(h) To raise funds. In doing so, ASCN UK must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations.

(i) To buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use.

(j) To sell, lease or otherwise dispose of all or any part of the property belonging to ASCN UK. In exercising this power, the Council of ASCN UK must comply as appropriate with sections 117-122 of Charities Act 2011.

(k) To borrow money and to charge the whole or any part of the property belonging to ASCN UK as security for repayment of the money borrowed or as security for a grant or the discharge of an obligation. ASCN UK must comply as appropriate with sections 124-126 Charities Act 2011, if it wishes to mortgage land.

(l) To co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them.

(m) To establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects.

(n) To acquire, merge with or enter into any partnership or joint venture arrangement with any other charitable body formed for any of the Objects.

(o) To set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves.

(p) To obtain and pay for such goods and services as are necessary for carrying out the work of ASCN UK.

(q) To open and operate such bank and other accounts as the Council 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 Trustee Act 2000.

(r) To do all such other lawful things as are necessary for the attainment of the said Objects.

4. Application of income and property

(a) The income and property of ASCN UK shall be applied solely towards the promotion of the Objects.

(b) A Council member is entitled to be reimbursed from the property of ASCN UK or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of ASCN UK.

(c) A Council member may benefit from trustee indemnity insurance cover purchased at ASCN UK’s expense in accordance with, and subject to the conditions in, section 189 of Charities Act 2011.

(d) None of the income or property of ASCN UK may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of ASCN UK. This does not prevent a member who is not also a Council member from receiving:

(i) a benefit from ASCN UK in the capacity of a beneficiary of ASCN UK;

(ii) reasonable and proper remuneration for any goods or services supplied to ASCN UK.

5. Remuneration of Council members

(a) Subject to clause 4, no Council member or connected person may:

(i) buy or receive any goods or services from ASCN UK on terms preferential to those applicable to members of the public;

(ii) sell goods, services or any interest in land to ASCN UK;

(iii) be employed, by or received, any remuneration from ASCN UK;

(iv) receive any other financial benefit from ASCN UK;
unless the payment is authorised by the Court or the Charity Commission (‘the Commission’). In this clause, a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a monetary value.

(b) Any member or Council member appointed to an international position within the W.C.E.T. shall receive financial support by way of reimbursement of expenses from ASCN UK funds.

6. Membership

(a) The Council may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the ASCN UK to refuse the application.

(b) The Council must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

(c) The Council must consider any written representations the applicant may make about the decision. The Council members’ decision following any written representations must be notified to the applicant in writing but shall be final.

(d) Membership is not transferable to anyone else.

(e) The Council must keep a register of names and addresses of the members. Individual members should make known, in writing to Council, if they do not wish their details to be shared with other members. Unless otherwise requested, member’s details will be made available to any member on request.

7. Categories of Membership

a) A FULL MEMBER shall be a registered nurse who works or has an interest in stoma care. A Full member will have the privilege of making motions, voting, holding office and shall have all other privileges of membership.

b) An ASSOCIATE MEMBER shall be an individual who supports the mission and objects of ASCN UK, but doesn’t meet full membership criteria. An associate is required to pay dues and will have all the privileges of membership except those of making motions, holding office or voting.

c) An HONORARY MEMBER shall be any person recommended by the ASCN UK Council, and approved by the membership, who has shown distinction and eminence in his/her contributions to Stoma Care Nursing.

An Honorary Member shall not be required to pay dues and shall have all privileges of membership except those of making motions, voting, holding office and wearing the membership badge.

d) There are Two Trustees listed for the Charities Commission and they have a term of three years before this is reviewed. These Trustees meet the Charities Commission criteria having had Chairperson and Treasurer experience.

8. Subscriptions
(a) All annual subscriptions shall be valid for 12 months from the date of payment.

(b) The amount of subscription shall be determined by the membership in a general meeting.

9. Termination of membership

(a) Membership is terminated if:

(i) the member dies;

(ii) the member resigns by written notice to ASCN UK unless, after the resignation, there would be less than two members;

(iii) any sum due from the member to ASCN UK is not paid in full within six months of it falling due;

(iv) the member is removed from membership by a resolution of the Council members that it is in the best interests of ASCN UK that his or her membership is terminated. A resolution to remove a member from membership may only be passed if the member has been given at least twenty-one days’ notice in writing of the meeting of the Council members at which the resolution will be proposed and the reasons why it is to be proposed and the member or, at the option of the member, the member’s representative (who need not be a member of ASCN UK) has been allowed to make representations to the meeting.

10. Meetings of ASCN UK

(a) A meeting of ASCN UK shall be held at least once in every year. Normally this shall be associated with a conference. The time and place of meetings shall be determined by the Officers of ASCN UK, having taken cognisance of the views of the membership.

(b) The ordinary business at the meeting shall include:

(i) Receipt of the Minutes of the previous annual meeting and any extraordinary meeting held since the previous meeting.

(ii) Receipt of a report from the officers.

(iii) Receipt of the Accounts of the Council.

(iv) Election of Officers, if applicable.

(v) Consideration of other business.

11. Extraordinary Meetings

(a) An Extraordinary Meeting may be called by the Officers or the Chairperson of ASCN UK at any time.

(b) An Extraordinary Meeting may be called by the Officers or the Chairperson of ASCN UK upon receipt of a written request from at least 1/5 (20%) of the members.

(c) Subject to clause 23(b) notice of such meeting will be given through the Secretariat at least 14 days in advance.

12. Notice

(a) Subject to clauses 11 and 23(b), the minimum period of notice required to hold any general meeting of ASCN UK is fourteen clear days from the date on which notice is deemed to have been given.

(b) A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote.

(c) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.

(d) The notice must be given to all the members and to the Council members.

13. Quorum

(a) No business shall be transacted at any general meeting unless a quorum is present.

(b) A quorum is three members entitled to vote upon the business to be conducted at the meeting or one fifth of the total membership at the time, whichever is the greater.

(c) If a quorum is not present within half an hour from the time appointed for the meeting or during a meeting a quorum ceases to be present, the meeting shall be adjourned to such a time and place as the Council members shall determine.

(d) The Council 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.

(e) If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at the time shall constitute the quorum for that meeting.

14. Proceedings and Powers

(a) The Chairperson or, in his/her absence the Vice Chair shall take the Chair at the meeting.

(b) If neither are present, a nominated member of the Council chosen by the Chairperson shall take the Chair at the meeting.

15. Voting

(a) Except insofar as stated in the Constitution, voting shall be conducted by ballot.

(b) Each Full Member shall be entitled to cast one vote.

(c) In the case of an equality of votes, the Chairperson shall have the casting vote.

(d) The eligible members registered on the ASCN UK database, shall be sent ballot papers electronically, save that ballot papers will be sent by post to any member who has requested that they be sent by post, at least 6 weeks prior to the AGM. These ballot papers can be returned to the secretary by post or electronically up to 2 weeks prior to the AGM, or may be returned in person at the ASCN UK conference prior to the AGM.

(e) The members will be notified of the results at the Annual General Meeting.

16. Council members

(a) ASCN UK and its property shall be managed and administered by a Council comprising the Officers and other Council members elected in accordance with this constitution and in this constitution are together called ‘the Council members’.

(b) A Council member must have been an active full member of ASCN UK for at least 2 years prior to election and have consented to serve in writing.

(c) No one may be appointed a Council member if he or she would be disqualified from acting under the provisions of clause 18.

(d) The number of Council members shall be not less than three but (unless otherwise determined by a resolution of the ASCN UK in general meeting) shall not be subject to any maximum.

17. Appointment of Council members

(a) ASCN UK in general meeting shall elect the Council members and officers.

(b) Each of the Council members shall be elected for a term of 4 years.

(c) No-one may be elected a Council member or an officer at any annual general meeting unless prior to the meeting ASCN UK is given a notice that:

(i) is signed by a member entitled to vote at the meeting;

(ii) states the member’s intention to propose the appointment of a person as a Council member or as an Officer;

(iii) is signed by the person who is to be proposed to show his or her willingness to be appointed.

18. Removal and disqualification of Council members

(a) A Council member shall cease to hold office if he or she:

(i) is disqualified from acting as a trustee by virtue of section 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);

(ii) ceases to be a member of ASCN UK;

(iii) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(iv) resigns as a Council member by notice to the ASCN UK (but only if at least two Council members will remain in office when the notice of resignation is to take effect); or

(v) is absent without the permission of the Council from all their meetings held within a period of six months and the Council members resolve that his or her office be vacated.

(b) A Council member may be removed from office by a resolution approved by at least 2/3 of the members in general meeting.

19. Officers
(a) ASCN UK shall have the following officers:

(i) A chair
(ii) A vice chair
(iii) A recording secretary
(iv) A treasurer
(v) An education officer.

(b) Officers shall hold to their duty in good faith.

(c) ASCN UK shall elect the Officers from amongst its Full Members and they shall form part of the Council.

(d) To hold office a person must have been an active Full Member in good standing for at least 2 years prior to the election and have consented to serve in writing.

(e) Each officer shall be elected for a term of 4 years, but may have the option of standing down after 2 years.

(f) There shall also be the appointment of a Shadowing Chair who will be appointed 1 year before the end of the Chairperson’s term of office. This person will take on the role of Chairperson at the preceding chairs end of office. Neither the elected Shadowing Chair nor the elected Chairperson shall be employed by industry.

(g) No officer shall be elected to the same office for more than 2 consecutive terms. Officers shall be eligible for re-election to the same office after a 2-year period has elapsed.

(h) Any vacancy occurring amongst the officers, due to resignation or death or the ineligibility of a member to complete his/her term of office, or due to no valid nomination being received at the time of election, or due to the election of an existing acting Officer to a different position within the Council, shall be filled by the Chairperson in consultation with the remaining Officers. Any person thus appointed shall serve only as a caretaker for the remainder of the term of office of the person whose vacancy he/she has filled. This will not count as part of the term of office.

(i) Nomination for office shall be through the Chairperson. In submitting a nomination, the nominating member shall ensure that the agreement of the nominee has been obtained and that he/she is eligible for nomination.

(j) The Officers shall decide the dates by which nominations will be required.

(k) Voting shall be on the basis of one vote per Full Member. The person with the majority of votes shall be elected.

(l) Any Officer may be removed from office by a resolution approved by 2/3rds of the Officers. Written charges against that Officer should be filed with the Secretary.

20. Powers and proceedings of Council members

(a) The Council shall meet as and when required, one meeting to take place at the same time as the Annual General Meeting of ASCN UK.

(b) A Council member may not appoint anyone to act on his or her behalf at meetings of the Council.

(c) The Chairperson shall take the Chair at all meetings of the Council. Any Council member may initiate a meeting through the Secretary who shall ensure that notice of all meetings be sent to every Council member, stating the purpose for which the meeting is being called. As much notice as possible shall be given of meetings which are to be held.

(d) Three Council members shall form a quorum and no action shall be taken unless the quorum is unanimous.

(e) A Council member must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement which may give rise to a conflict of interest or duty with their duty to ASCN UK, they must absent themselves from discussion on this subject and shall not be counted in any quorum relating to any decision of Council members on the matter.

(f) All decisions of Council members, or of a committee of Council members, shall be valid notwithstanding the participation in any vote of a Council member who is disqualified from holding office, who had previously retired or had been obliged by this constitution to vacate office or was not entitled to vote, whether by reason of a conflict of interest or otherwise. A Council member may not take advantage of this clause to avoid declaring a conflict of interest.

21. Delegation

(a) The Officers shall act under delegated authority from the Council.

(b) The Officers shall regulate their proceedings as they see fit.

(c) The Officers shall report to the Council and the members of ASCN UK on all major matters considered and on actions taken.

(d) The Officers may set up or recommend the establishment of standing Councils, ad hoc Councils or working parties, as the need arises. These Councils may comprise Full and Associate Members, Council members and Officers. Any such Council shall fully and promptly report its findings to the Officers and to the ASCN UK as appropriate.

22. Fiscal year

The financial year of ASCN UK shall be from the first (1st) day of April through to the thirty first (31st) day of March the following year.

23. Amendments

(a) Alterations to this Constitution must receive the assent of 2/3 of the members voting.

(b) At least 6 weeks’ notice of such a meeting must be given by the Secretary to the membership and must include notice of the alterations proposed.

(c) No alteration to Clause 2 (Objects), Clause 24 (dissolution) or this Clause (23) shall take effect until approval in writing has been obtained from the Commission or other authority having charitable jurisdiction.

(d) No alteration shall be made which would have the effect of causing ASCN UK to cease being a charity in law.

24. Dissolution

(a) ASCN UK may be dissolved by a resolution passed by a 2/3 majority of those present and voting at a special General Meeting, convened for this purpose, and of which 6 weeks’ notice shall have been given to the members.

(b) Such resolution may give instructions for the disposal of any assets held by or in the name of ASCN UK. If any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed amongst the members but shall be given or transferred to some other charitable institution or institutions having similar objects to some or all of the objects of ASCN UK, as ASCN UK may determine, and if effect cannot be given to this provision then to some other charitable purpose.

25. Review

This Constitution shall be reviewed at least every 2 years.

March 2015