Constitution

The Society for Vascular Technology of Great Britain and Ireland

(Last amended March 2000)

OBJECTIVES CONSTITUTION AND RULES

1. Title:

The society shall be called “The Society for Vascular Technology of Great Britain and Ireland”. Here after called the Society; or other such name as the Society may from time to time decide with the approval of the Charity Commissioners.

2. Objects:

To advance the education of the public by promoting training and research in vascular technology and to disseminate the results of such research for the benefit of the public.

3. Powers:

In addition to any other powers which the Trustees have, they may exercise the following powers in furtherance of the Society’s objects.

a) Power to engage and employ persons to undertake work or provide services (who shall not be members of the Executive Committee) for the Society.

b) Power to invest the funds of the Society in any of the investments for the time being authorised for the investment of charity funds.

4. Officers of the Society:

The Officers of the Society shall be the Trustees of the Society for such time as they hold office.

The following Officers shall be appointed to the Executive Committee of the Society together with other such Officers as the Committee shall from time-to-time determine :-

(a) A PAST PRESIDENT who shall be the outgoing President to act in an advisory capacity for one year, in order to aid the continuity of the Committee.

(b) A PRESIDENT who shall be the outgoing Vice-President and who shall hold office for one year.

(c) A VICE-PRESIDENT who shall be elected as an Officer to the Committee by the ordinary members at the AGM. The Executive Committee shall then elect the Vice-President from amongst themselves, to hold office for one year.

(d) A TREASURER shall be elected as an Officer to the Committee by the ordinary members at the AGM. The Executive Committee shall then elect the Treasurer from amongst themselves, to hold office for two years.

(e) A MEMBERSHIP SECRETARY who shall be elected as an Officer to the Committee by the ordinary members at the AGM. The Executive Committee shall then elect the Membership Secretary from amongst themselves, to hold office for two years.

(f) A CONFERENCE SECRETARY who shall be elected as an Officer to the Committee by the ordinary members at the AGM. The Executive Committee shall then elect the Conference Secretary from amongst themselves, to hold office for two years.

(g) A NEWSLETTER EDITOR who shall be elected as an Officer to the Committee by the ordinary members at the AGM. The Executive Committee shall then elect the Newsletter Editor from amongst themselves, to hold office for two years.

(h) MEMBER WITHOUT PORTFOLIO who shall be elected as an Officer to the Committee by the ordinary members at the AGM, to hold office for one year.

At any meeting of the Trustees, the quorum shall be three officers of the Society

5. Election of Officers:

The Officers of the Society shall be elected annually at the termination of their term of office by the ordinary members by postal vote and announced at the AGM. All Officers shall be fully accredited members of the Society.

With the exception of Vice-President, no members shall be permitted to stand for election for more than two consecutive offices without one year's absence from the Executive Committee, unless no other person comes forward for election.

Members appointed to an office shall hold the office for the period commencing at the date of the AGM.

6. Financial interest of the Trustees:

Except with the prior written approval of the Charity Commissioners no trustee may:

a) receive any benefit in money or in kind from the Society; or

b) have a financial interest in the supply of goods or services to the Society; or

c) acquire or hold any interest in property of the Society (except in order to hold it as trustee of the Society).

7. Membership:

Members of the Society may come from varying backgrounds and disciplines but all should be committed to promoting excellence in the field of non-invasive vascular technology.

The Society shall consist of the following members:

a) ORDINARY MEMBERS: These members shall be all persons whose primary responsibilities include non-invasive vascular investigations, including those persons who have proceeded to a supervisory and/or educational role.

Ordinary membership shall allow the member if eligible to hold office on the Executive Committee and to vote.

b) ASSOCIATE MEMBERS: These members shall be interested persons for example, surgeons, radiologists, physicists, company representatives, etc., who do not actively participate in non-invasive investigations.

Associate membership shall not allow the member to hold office on the Executive Committee, nor to vote, but will otherwise allow the member to enjoy the same rights and privileges as ordinary members.

c) HONORARY MEMBERS: These members shall be persons whom the Committee select in recognition of that person's contribution and support to the Society.

Honorary membership shall not allow the member to hold office on the Executive Committee, nor to vote, but will otherwise allow the member to enjoy the same rights and privileges as Ordinary Members.

To maintain the prestigious character of this membership, the number of Honorary Members will be limited to twenty.

8. Subscriptions:

Members (other than Honorary Members) shall pay an annual subscription of such a sum as may from time-to-time be fixed at the AGM of the Society. The subscription shall be paid to the Treasurer on joining the Society and subsequently on the 1st of September each year. Any member whose subscription lapses for more than 4 months shall forfeit membership, but will be eligible for re-application.

9. Expulsion:

The Committee shall have the power to expel a member when, in its opinion, it would not be in the interests of the Society for that person to remain a member.

A member shall not be expelled unless he is given a written declaration of the complaint against him and 21 days written notice to attend a meeting of the Committee at which he will be given the opportunity to answer the complaint against him.

The member is entitled to be accompanied by a another person when he appears before the Committee.

A member shall not be expelled unless at least two-thirds of the Committee then present, vote in favour of his expulsion. In the event of a tied vote, the Past President's vote will be forfeited.

Any controversy over membership eligibility shall be decided by the Executive Committee, and its decision shall be final.

10. The Executive Committee:

The Executive Committee shall be composed of the Officers of the Society and the Chairmen of the Sub-committees and other such persons as the Executive Committee shall determine from time to time.

The Executive Committee may nominate a member of the Society to fill a casual vacancy on the Committee, such a member shall be appropriately qualified and shall hold office only for the unexpired term of office of the member in whose place he is nominated. They shall not be a Trustee for this period of time. Such a member shall be eligible for reappointment for an immediate further term.

The Executive Committee shall meet at least once in the year in addition to holding an Annual General Meeting.

The President or his nominee shall normally chair Executive Committee and general meetings of the Society

At all Executive Committee and general meetings the chairman shall if necessary have a second or casting vote that shall, where possible, be made in favour of maintaining the status quo.

11. Sub-Committees:

The Executive Committee may set up Sub-Committees for the purpose of furthering the objects of the Society.

A Sub-Committee shall be governed by “Terms of Reference” drawn up by the Executive Committee. These must not have the effect of making the Society cease to be a charity at law.

The Chairman of a Sub-Committee shall normally be an ex-officio member of the Executive Committee.

The Executive Committee shall have the power to dissolve a Sub-Committee at any time.

12. Meeting for Members:

The Society shall hold an Annual General Meeting (AGM) at which subjects on the Agenda and the annual accounts shall be presented and discussed. The result of any postal ballot for Officers shall be announced and other members of the Executive Committee shall be elected as necessary for the respective periods of office.

Members are entitled to receive at least 14 days notice of an AGM and at least 7 days notice of the agenda for that meeting.

An Extraordinary General Meeting (EGM) may be called by the Trustees, the Executive Committee or by ten ordinary members of like mind.

The notice calling an EGM should include a statement of the subjects or motions to be discussed. No subjects or motions other than those stated in the notice calling the meeting shall be discussed.

Members are entitled to receive at least 14 days notice of an EGM.

The quorum for a general meeting shall be 10 members or one tenth of the paid up membership, which ever is the greater

Minutes shall be taken and kept in a book for that purpose

Ordinary resolutions at an AGM or an EGM shall be adopted by a simple majority of those present and voting. Following discussion, the meeting may resolve that any resolution before it shall be decided by a postal ballot of all the members. In this case the resolution shall be circulated to the members together with a summary of the discussion behind it.

13. Postal Ballots:

A postal ballot may be called for by The Executive Committee, the Annual General Meeting or by an Extraordinary General Meeting. The resolution to be voted upon must be accompanied by an explanation of its purpose and effects.

The period between circulation of the ballot and the closing date for votes shall be not less than forty days. The resolution shall be carried by a simple majority of the postal votes cast unless it is a resolution to change the Constitution or to dissolve the Society, in which case a majority of two thirds and three quarters of the members is required respectively.

The result of a postal ballot shall be circulated to the members not later than fourteen days after the closing date for votes. Any resolution which has been carried shall become effective when so reported.

14. Finances:

The Trustees of the Society shall comply with the accounting requirements of the Charities Act 1993, relevant to the income/expenditure level of the Society with regard to:

a) the keeping of accounting records of the Society;

b) the preparation of annual statements of account for the Society;

c) the auditing, or independent examination, of the statements of account of the Society; and

d) the preparation of an annual report and the sending of it together with the statements of account to the Charity Commission.

The accounts prepared in accordance with b) and c) above shall be placed before the Executive Committee not later than 3 months after the end of the financial year.

All monies payable to the Society shall be received by the Treasurer and deposited in a bank account in the name of the Society. No sum shall be drawn from that account except by cheque signed by two of the three of the signatories, who shall be the President, the membership Secretary and the Treasurer.

Any monies not required for immediate use may be invested in any of the investments for the time being authorised for the investment of trust funds as the Committee in their discretion see fit.

The income and assets of the Society shall be applied only in furtherance of the objects of the Society.

Subject to the rules regarding Trustees, the payment of expenses for services and remuneration for those in the Society’s employ shall be met from the funds of the Society.

15. Amendments to the Constitution:

Subject to the following provisions of this clause, the constitution may be amended by not less than two-thirds of the members by a postal vote.

No amendment may be made to clause 2 (the object clause), clause 3 (trustees personal interest clause), clause 16 (the dissolution clause), this clause or the Trustees power of investment without the prior written approval of the Charity Commissioners.

No amendment may be made which would have the effect of making the Society cease to be a charity at law.

The Trustees must:

a) promptly send to the Charity Commissioners a copy of any amendment made; and

b) keep a copy of any such amendment with this constitution.

16. Dissolution of the Society:

If the Trustees decide that it is necessary or advisable to dissolve the Society, they shall conduct a postal vote to resolve the matter.

If the proposal is confirmed by three-quarters of those voting, the Trustees shall have power to realise any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to other such charitable institution or institutions having objects similar to the object of this Society as the members of the Society may determine, or if that cannot be done, shall be applied for some other charitable purpose.

A statement of disposal of surplus assets and/or monies to a suitable charity will be circulated to members.