Constitution

A

Name

The name of the Association is “Association of Primary Care Educators UK” (Which may be abbreviated to APCE) (“the charity”).  

B

Administration

Subject to matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by  Clause G of this constitution (“the Executive Committee”).

C

Objects 

The Charity’s objects (“the objects”) are for the public benefit to advance education concerning good primary care practices and to promote improved standards of medical care in primary care by the provision of appropriate training and by such other means, as the Executive Committee shall in their discretion determine.

D

Powers 

In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

(i)  power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake and substantial permanent trading activities and shall confirm to any relevant requirements of the law;

(ii)  power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

(iii)  power subject to any consents required by law to sell lease or dispose of all or any part of the property of the Charity;

(iv)  power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money borrowed;

E

Membership

1

Membership of the Charity shall be open to members of the medical; nursing and professions allied with medicine who are interested in furthering the objects and who have paid the annual subscription laid down from time to time by the Executive Committee.

2

Every member shall have one vote.

3

The Executive Committee may by unanimous vote and for any good reason terminate the membership of any individual:  Provided that the individual concerned shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

4

The Executive Committee may from time to time grant associate membership to other involved persons.  Associate members would not be entitled to vote but would be entitled to all the other benefits of membership as defined in benefits of membership laid down by the Executive Committee.

5

The Executive Committee may from time to time grant corporate membership to any interested organisations.  Corporate members would not be entitled to vote but would be

entitled to all the other benefits of members as defined in benefits of membership laid down by  the Executive Committee.

6

Membership must be cancelled in writing to the registered address of the association and shall not be entitled to any refunds (in whole or part) of any subscriptions for previous years. Refunds in  the current year will be subject to benefits received to date.

F

Honorary Officers 

1

The elected executive committee shall elect from amongst themselves a Chair, Vice Chair, Treasurer and Secretary who shall hold office from the date that the post becomes vacant and recorded at the next Annual General Meeting.  No post may be held for more than two terms of three consecutive years. 

2

The honorary officers stated in the above clause will be determined as the trustees of the organisation. 

3

Members must have held a post within the executive committee for a minimum of one year before applying for the post of Honorary Officers as outlined in Clause F1 

4

A retiring honorary officers may not apply for the same post if they have reached the maximum term of office as outlined in Clause F1 until a twelve month period has elapsed. 

5

Retiring honorary officers shall remain a member of the executive committee for a period oftwelve months to ensure continuity of the post.  However, they may apply for the post of an elected executive member on retirement.

G.

Executive Committee 

 1.

The Executive Committee shall consist of not less than 4 members nor more than 20 members being:

• The honorary officers specified in the preceding clause

• Up to 10 executive members elected by the members of the executive committee and record at the next Annual General Meeting 

• 2-4 co-opted members from any sub-committee appointed by the Executive Committee for expertise and advise and projects.

• Up to two retiring honorary officers for a period of twelve months to ensure continuity of the post they have vacated.

2

Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under Clause J (1) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant

3.

All the Honorary Officers of the Executive Committee shall retire from office at the end of the executive meeting next after the date on which they came into office but they may be re-elected or reappointed subject to term of office stated in Clause F1.

4.

The proceedings of Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or disqualification of a member.

5.

Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed by disqualified under the provisions of the following clause.

6.

No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the Trusts of the Charity.

H

Determination of Membership of the Executive Committee

A member of the Executive Committee shall cease to hold office if he or she:

1.

is disqualified from acting as a member of the Executive Committee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

2.

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

3.

is absent without permission of the Honorary Officers from all their meetings held within a period of six months and the honorary officers resolve that his or her office be vacated; or

4.

members of the Executive Committee including trustees of the organisation notifies the Honorary Officers a wish to resign either in writing or verbally (but only if at least three members of the Honorary Officers will remain in office when the notice of resignation is to take effect).

I

Executive Committee Members not to be personally interested

1

[Subject to the provision so sub-clause (2) of this clause] no member of the Executive Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.

2

Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity of behalf of the Charity:  Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which is or her own instruction or remuneration or that of his or her firm is under discussion.

3

Members of the Executive Committee and any sub-committees appointed by the Executive may be reimbursed for travel when representing the organisation where funding is not provided by a collaborating organisation and only following prior approval of at least two honorary officers.

J

Meetings and proceedings of the Executive Committee

1

The Executive Committee shall hold at least two ordinary meetings each year.  A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days’ notice being given to the other members of the Executive Committee of the matters to be discussed, but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.

2

The Chairman shall act as Chairman at meetings of the Executive Committee.  If the Chairman is absent from any meetings he or she shall elect a nominee from the Executive Committee to be Chairman of the meeting before any other business is transacted.

3

There shall be quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee whichever is the greater are present at the meeting.

4

Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the Chairman of the meeting shall have a second or casting vote.

5

The Executive Committee shall keep minutes in books kept for the purpose of the proceedings at meetings of the Executive Committee and any sub-committee.

6

The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents.  No rule may be made which is inconsistent with this constitution.

7

The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee; provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

K

Receipts and Expenditure

1

The funds of the Charity, including all donations, contributions and bequests shall be paid into an account operated by the Honorary Officers in the name of the Charity at such bank as the Honorary Officers shall from time to time decide.  All cheques drawn on the Account must be signed by at least two members of the Honorary Officers.

2

The funds belonging to the Charity shall be applied only in furthering the objects.

L

Property

1.

Subject to all provisions of sub-clause (2) of this clause the Honorary Officers shall cause the title to:

• all land held by or in trust for the Charity which is not vested in the Official Custodian for Charities; and all investments held by or on behalf of the Charity;

• to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees.  Holding trustees may be removed by the Honorary Officers at their pleasure and shall act in accordance with the lawful directions of the Honorary Officers.  Provided that they act only in accordance with the lawful directions of the Honorary Officers the holding trustees shall not be liable for the acts and defaults of its members.

2.

If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity the Honorary Officers may permit any investments held by or in trust for the charity to be held in the name of a clearing bank trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee and may pay such a nominee reasonable and proper remuneration for acting as such.

M

Accounts

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

the keeping of accounting records for the Charity;

the preparation of annual statements of account for the Charity;

the auditing of independent examination of the statements of account of the  Charity;

and

the transmission of the statements of account of the Charity to the Commissioners

N

Annual Report

The Executive Committee shall comply with their obligations under the Charities Act 993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners

O

Annual Return

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

P

Annual General Meeting

1.

There shall be an annual general meeting of the Charity, which shall be held in the month of September in each year or as soon as practicable thereafter. No more than fifteen months shall elapse between the date of the Annual General Meeting of the Association and that of the next.  Should an Annual General Meeting be postponed within the time period specified the next Annual General Meeting would still be held in the month of September or as soon as practical thereafter.

2.

Every annual general meeting shall be called by the Executive Committee.  The secretary shall give at least 42 days notice of the annual general meeting to all the members of the Charity.  All members of the Charity who have paid the annual subscription at the time of the annual general meeting shall be entitled to attend and vote at the meeting.

3.

The Chairman of the Executive Committee shall be the Chairman of the annual general meetings, but if he or she is not present before any other business is transacted the persons shall appoint a Chairman of the meeting.

4.

The Executive Meeting shall present to each annual general meeting the report and accounts of the Charity for the preceding year.

5.

At any Annual General Meeting a resolution put to the vote shall be decided by a show of hands unless the meeting is not quorate therefore a postal vote will be deemed essential.  Postal votes may also be demanded by the Chairperson or by any member of the association present in person.

6.

In the case of an equality of votes at any Annual General Meeting, whether by a show of hands or on a postal vote, the Chairperson of the Annual General Meeting at which the show of hands takes place or when a postal vote is demanded shall be entitled to a second or casting vote.

Q

Special General Meeting

The Executive Committee may call a special general meeting of the Charity at any time.  If at least four members of the Executive Committee request such a meeting in writing stating business to be considered the secretary shall call such a meeting.  At least 21 days notice must be given.  The notice must state the business to be discussed.

R

Procedure at General Meetings

1.

The secretary or other person specifically appointed by the Executive Committee shall keep a full records of proceedings at every general meeting of the Charity.

2.

There shall be a quorum when at least one fifth of the members of the Charity for the time being or ten members of the Charity whichever is the greater are present at any general meeting.

S

Notices

Any notices required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom and any letter so sent shall be deemed to have been received within 10 days of posting.

T

Alterations to the Constitution

1.

Subject to the following provisions of the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting.  The notice of the general meeting must include notice of the resolution setting out the terms of the alteration proposed.

2.

No amendment may be made to Clause A (the name of the Charity clause), Clause C (the Objects clause),Clause I (the Executive Committee Members not to be personally interested clause) Clause U (the Dissolution clause) or this Clause without the prior consent in writing of the commissioners.

3.

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

4.

The Executive Committee should promptly send to the Commissioners a copy of any amendment made under this clause 

U

Dissolution

If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity of which not less than 21 days notice (stating terms of the resolution to be proposed) shall be given.  If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Charity.  Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose.  A copy of this statement of accounts or account and statement for the final accounting period of the Charity must be sent to the Commissioners.

This constitution was adopted on the date mentioned above by the persons (Honorary Officers) who signatures appear at the bottom of this document.

Stephen Scudder (Chair)

Jillian Wilson (Vice Chair)

David Young (Honorary Secretary)

John Bibby (Honorary Treasurer)