Articles of Association of The Registered Care Association for East Sussex Brighton & Hove.
The title of the society shall be The Registered Care Association for East Sussex Brighton & Hove.
The objects of the Society shall be:
(1) To represent the interests and views of members to National Government and to all other local and public bodies.
(2) To effect and maintain high standards in all care establishments.
(3) To foster the exchange of ideas and information between members for mutual assistance, and to cooperate with other bodies having similar or sympathetic aims.
The Society shall consist of subscribing members who must be Proprietors of:
AN ESTABLISHMENT REGISTERED UNDER THE REGISTERED HOMES ACT 1984 AND SUBSEQUENT LEGISLATION.
For the purpose of this Constitution the word Proprietor can also mean the joint owner, partner, in case of a Limited Company, Director. Nevertheless, only one such Proprietor of each home will be eligible for membership. However, in cases of such joint ownership, partnership or Directorship, the elected member may appoint another such Proprietor or Manager from the same Home to act and vote on behalf of such member at Association Meetings except such appointee may not replace a member on an Association Committee.
(a) An application for membership must be signed by or on behalf of the applicant. The election of members of the Society shall be by the Executive Committee and no person shall become a member of the Society unless and until so elected, nor shall the Executive Committee be required to give any reason for the non-election of an applicant.
(b) When a person has been elected and has paid an annual subscription he shall be member of the Society and shall be deemed to have agreed to be bound by these rules and byelaws made hereunder:
(i) Individual members of the Society shall pay a yearly subscription not less than (£140) or such other sums as a General Meeting shall from time to time determine. Each member shall be entitled to one copy of any bulletin and any annual publication published by the Society. Each member shall be entitled to one vote at any General Meeting.
(ii) Other Societies, Associations, Local Authorities or public bodies having similar aims or objectives to The East Sussex and Brighton & Hove Registered Care Home Association may, if approved by the Executive Committee apply to become affiliated to this Association on payment of an annual affiliation fee of £140 or such sums as may be determined from time to time by a General Meeting and the Executive Committee may lay down scales of affiliation fees which differentiate between different bodies.
The Executive Committee shall decide the number of affiliated members who may be nominated to attend and vote at the regular meetings of the Executive Committee.
(c) Expulsion of Member/Termination of Affiliation
1. The Executive Committee may by resolution in its absolute discretion forthwith expel a member or suspend from membership or, in the case of an affiliated body, terminate or suspend such affiliation, for such period and upon such terms and subject to such conditions as the Executive Committee shall in its discretion think fit.
2. Without prejudice to the generality of clause 4 (a) the Executive Committee may by resolution, expel or suspend from membership any member who in the opinion of the Executive Committee should be expelled or suspended where:
(i) The Executive Committee has resolved to request the member’s resignation within 48 days and
(ii) The reasons for which such resignation has been requested have been concisely communicated to the member in writing together with notice of the resolution aforesaid, and
(iii) The member concerned has not submitted his written resignation within the said 48 days, and
(iv) The Executive Committee has considered any representations made (at the discretion of the Executive Committee) orally or in writing by the member concerned within the said 48 days.
3. Without prejudice to the generality of paragraph 4 (a) the Executive Committee may by resolution stating concisely the grounds on which it proposes to act, terminate the affiliation of any affiliated body, but such resolution shall forthwith be communicated to the said body and shall not be effective for 48 days after it has passed and if, during that said period of 48 days, the affiliated body shall request in writing facilities for stating its case in defence to them, the Executive Committee shall consider the case as submitted in writing during the said 48 days and the resolution shall not become effective until it has been confirmed by further resolution of the Executive Committee. No individual member shall take any public action or make any public announcement in the name of the Society or otherwise do anything directly or indirectly to represent that any proposal, action or statement of facts or opinion has the approval of the Society. The Executive Committee alone may make announcements and publications in the name of the Society.
4 ANNUAL SUBSCRIPTIONS(Constitutional Amendment E.G.M. 04.11.1992)
The Membership year shall run from January to December. Annual Membership fees are due on 1st of January each year. Membership is continuous. Unless written notice is received by the Secretary not later than 31st December in the membership year the member shall be liable for their subscription for the following year.
New members joining shall pay fees on the following basis –
1st Jan – 31st March Total Annual Fee
1st April – 30th June 75% of Annual Fee
1st July – 30th September 5 0% of Annual Fee
1st October – 31st December 25% of Annual Fee
Such payments will entitle new members to all the rights and privileges of membership until 31st December in the year of joining, when annual fees will become due.
A member whose subscription is in arrears on 31st March next year after it has become due shall not be entitled of the rights and privileges of membership. The names of all members whose subscriptions remains unpaid at that date shall be reported to the Executive Committee at its next meeting, and all members whose subscriptions are in arrears on the said 31st March shall thereafter be removed from membership unless the Executive Committee shall for special reason otherwise determine.
5 HONORARY MEMBERS
The Executive Committee may elect any person as Honorary Member for such period and subject to conditions as they may think fit.
6 GENERAL MEETING
(a) The Annual General Meeting of individual members of the Association shall be held once in every calendar Year to transact the following business.
1. To receive and if approved to adopt the Annual Report and an audited statement of the accounts to the end of the last preceding financial year.
2.To elect the Officers and other members of the Executive Committee.3.To elect an Auditor who shall be a Chartered Accountant.
4.To deal with any special matter which the Executive Committee desires to bring before the members and to receive and consider suggestions from the members for consideration by the Executive Committee.
(b) An Extraordinary General Meeting of the Association may be called at any time by the Executive Committee and shall be so called within 48 days of receipt by the Honorary Secretary of a Requisition in writing signed by not less than thirty members stating the purpose for which such Meeting is desired and setting out any resolution which it is desired to propose thereat. No business shall be transacted at such Meeting other than that specified in the notice and no amendment to any resolution proposed at the Meeting shall be allowed. The Chairman of the Meeting shall be nominated by the Executive Committee.
(c) A notice convening any shall with the Annual Report and Accounts or the Executive Committee (in the case of the Annual General Meeting) be sent to all members not less than 28 days before the Meeting and shall specify the business of the Meeting. Votes at a General Meeting may be cast as follows:
Each individual whose subscription is fully paid up to the date of the Meeting shall have one vote and no more, except the Chairman, who shall have a second or casting vote in the case of an equality of votes.
(d) Any resolution for consideration at any General Meeting must be received by the Honorary Secretary not less than 28 days before the date appointed for the Meeting. The Executive Committee may direct that any resolution which appears to them to be scandalous or vexatious or contrary to the provisions of the Constitution shall not be placed upon any Agenda or discussed at any meeting.
7 OFFICERS AND EXECUTIVE COMMITTEE
a) The following Officers of the Association shall be elected at the Annual General Meeting – Chairman, Vice-Chairman, Honorary Secretary, and Honorary Treasurer. The business and affairs of the Association shall be managed by an Executive Committee of twenty individual members of the Association consisting of the Chairman, The Vice-Chairman, Secretary, Treasurer and any member co-opted under the provisions of sub-clause 7 (f) . The Annual General Meeting may also if it thinks fit, elect a President and Vice-President.
The Executive Committee may from amongst the members of the Committee appoint and remove a Public Relations Officer and any other Officer as it may think desirable. Any vacancy occurring in any elective Office may be filled by the Executive Committee from amongst the members of the Committee but any persons so appointed to fill any vacant Office shall retire from the Office at the following Annual General Meeting but shall be eligible for election.
(b) No person other than an Officer or other member of the Executive Committee retiring at the Meeting shall (unless recommended by the Executive Committee) be elected a member of the Executive Committee at the Annual General Meeting unless not less than 35 days, no more than 48 days before the date appointed for the Meeting there shall have been delivered to the Hon. Secretary a notice in writing signed by a member of the Association qualified to attend and vote at the Annual General Meeting nominating such person for election and also a notice in writing signed by that person of his willingness to be elected.
(c) Five members of the Executive Committee shall form a quorum. The Committee shall meet from time to time as may be necessary. Nine members of the Committee may by signed written notice to the Hon. Secretary requesting him to call a Meeting of the Committee and if such Meeting be not called within 30 days of the dispatch of such notice the said nine members may themselves call a meeting of the Committee by 21 days notice in writing sent to all members thereof.
(d) The Officers of the Society and other members of the Executive Committee shall retire each year but shall be eligible for re-election.
(e) The Executive Committee may fill by co-option any casual vacancy which may occur in their number but the person so filling the vacancy shall retire at the Annual General Meeting next following his co-option and shall be eligible for election.
(f) The Executive Committee may in addition to the Officers and members elected at the Annual General Meeting co-opt not more than five members, but such co-opted members shall without prejudice to their re-appointment retire from office at the conclusion of the Annual General Meeting following their appointment.
(g) The Executive Committee may regulate their own proceedings by standing order or otherwise, as they may think fit. No act or proceedings of the Executive Committee shall be invalidated by any vacancy on the Executive Committee, or any sub-Committee thereof, or on the grounds that a member of the Executive Committee or of a sub-Committee thereof was not qualified at or had become disqualified after the date of his appointment. The Chairman of the Executive Committee shall at Committee Meetings have no second casting in the case of an equality of votes.
(h) No resolution passed by the Executive Committee shall be rescinded within one year of the date thereof except by two thirds majority of those present and voting at any subsequent Meeting of the Executive Committee. At least 14 days notice in writing shall be given to the Secretary of any proposal to rescind any such resolution, and the Secretary shall give at least 7 days notice in writing of the proposal to each and every member of the Executive Committee.
(i) The Executive Committee shall have the sole control and management of the income and property of the Society, and also the entire management and superintendence of all other of the affairs and concerns thereof, and the exclusive right of appointing and of prescribing the respective duties, salaries and remuneration of, and removing such paid Officers and servants as they may deem necessary or useful for the purpose of the Association.
(j) At least 7 days written notice of Meetings of the Executive Committee shall so far as practicable be given to every Officer and other member of the Executive Committee.
(k) If the Executive Committee shall in its discretion consider that any Officer or other member of the Executive Committee has conducted himself in a manner gravely detrimental to the interests or reputation of the Society or persistently fails to carry out duties assigned by the Executive, it may by resolution for which at least three quarters of the members of the Executive Committee actually present at the Meeting shall vote remove him from office or membership of the Committee provided that any such Officer or other member of the Executive Committee shall first have received at least 14 days notice of the Meeting of the Executive Committee with a concise statement of the grounds upon which his removal is sought and shall be entitled at the Meeting of the Executive Committee to make a statement in explanation and defence of his conduct.
8 DECISIONS BY MEETINGS AND VOTING THEREAT
Every question to be submitted to any Meeting of the Society or the Executive Committee or any sub-Committee thereof shall be put to the meeting by the Chairman thereof and his decision as to the wishes or sense of the Meeting shall be conclusive unless on his giving his decision it be challenged by any member properly present at the said meeting and entitled to vote thereat. If any decision of the Chairman at any meeting shall be challenged by any such member, a vote shall be taken by a show of hands. All questions arising at any Meeting of the Society or the Executive Committee or any sub-Committee thereof to be decided by a vote shall, with the exception of those for which a special majority is required by this Constitution, be decided by a simple majority present and voting at such Meeting.
The Executive Committee may appoint sub-Committees to consider and report on any matter, and members of such sub-Committees need not necessarily be members of the Executive Committee. At least one member of each sub-Committee shall be a member of the Executive Committee. Unless otherwise decided by the Executive Committee, all sub-Committees shall elect their own Chairman and have power to co-opt not more than three members. The Executive Committee may alter the membership of any sub-Committee at any time and no sub-Committee shall have power to act on behalf of the Society unless expressly authorised to do so by a Minute in writing of the Executive Committee. No sub-Committee may spend any money on behalf of the Society, unless authorised to do so by a Minute in writing of the Executive.
10 DICLOSURE OF PERSONAL INTERESTS OF COMMITTEE MEMBERS
Members of the Executive Committee and any sub-Committee shall at Meetings disclose any personal interest they may have in matters under consideration by the committee members and shall abstain form voting in respect thereof unless by unanimous resolution of the other Committee members present at a meeting it is decided that the Committee member concerned should retain his voting right in the particular circumstance.
11 ALTERATIONS TO RULES
The rules of the Society may be altered at and only at an Extraordinary General Meeting and at least 21 days notice of any meeting to consider a proposed alteration shall be given to all members. The notice shall state the proposed change or changes. In order to effect an alteration of a rule, at least two thirds of the members actually present and voting at the Meeting shall vote in favour of the proposed change. No amendment to any proposed alteration shall be allowed.
(a) The Financial year shall end on 31st December of each year.
(b) The income and property of the Society and all money received by or on behalf of the Society shall be applied solely towards the furtherance, promotion and execution of the objects of the Society and no portion thereof shall be paid by way of dividend, bonus or profit to any member of the Society, provided that nothing herein expressed or contained shall prevent payment in good faith or remuneration or expense or both to any office or servant of the Society, or to any member of the Society, or other person or persons for services actually rendered by him or them to the Society.
(c) All monies payable to the Society shall be received by the Treasurer or such other Officer or such Bank as shall be appointed to receive the same. All funds belonging to the Society (unless invested) be deposited in a banking account in the name of the Society and no sum shall be drawn form this account except by cheque signed by such person or persons as the Executive Committee shall direct. Any monies not required for immediate use may be invested by the Executive Committee as herein authorised. The Executive Committee shall cause true accounts to be kept of the receipts, expenditure, assets, credits and liabilities of the Society and shall place before the members of the Society at each General Meeting a properly audited and balance sheet made up to the end of the previous financial year.
(d) Reasonable office, travelling and subsistence expense incurred by Officers and members of the Society or by any person duly authorised by the Society may be paid by the Society. Rates of allowance shall be fixed by the Society form time to time. All claims for expenses must be sent to the Treasurer and he may require such information in regard thereto as he may think fit.
The accidental omission to give notice of a Meeting to or the non-receipt of notice of a Meeting by any member shall not invalidate any proceeding or resolutions at any Meeting of the Society or any committee thereof.
A motion to dissolve the Society may only be made in an Extraordinary General Meeting and to affect such dissolution at least three quarters of the members actually present and voting at the Meeting shall vote in favour of the dissolution. If a motion to dissolve the Society is carried by the said majority the Society’s surplus funds, property and assets (if any) shall be shared equally (after payment of all outstanding debts) amongst the members in good standing on the date such a motion shall be carried.
15 RECORDS AND MINUTES
(a) Records shall be taken and Minutes kept in such a form as the Executive Committee may direct of the proceedings at all General Meetings and Meeting of the Executive Committee and of sub-Committees of the Executive Committee, of the Society and the minutes of every such Meeting shall be confirmed at and signed by the Chairman of a subsequent Meeting and when so confirmed and signed shall be conclusive as to all matters and things therein recorded and purported to have been done or directed to be done.
(b) A resolution in writing signed and agreed to by all the members of the Executive Committee for the time being in the United Kingdom shall be as valid and effectual as if it had been passed at a Meeting of the Executive Committee duly called and held, and may consist of several documents in the like form each signed by one or more members of the Executive Committee.
If there should be any ambiguity of differences or opinion concerning the purport or interpretation of any rule, and to deal with any matter not provided in these rules, reference shall be made in writing to the Secretary of the Association, who shall refer the matter to the Executive Committee. The decision of the Executive Committee shall be binding upon all parties.