GENERAL MATTERS AND OBJECTS | Ulster Medico-Legal Association

GENERAL MATTERS AND OBJECTS

Adoption of the Rules of the Association

The Association and its property will be administered and managed in accordance with these Rules, which shall replace the existing Rules of the Association with effect from the first day of October immediately following the date of approval by the Association in General Meeting.

The Association shall be called Ulster Medico-Legal Association (referred to in these Rules as “the Association”).

Objects

The object of the Association shall be the promotion of Medico-Legal knowledge in all its aspects. This object shall be attained by holding meetings at which papers shall be read and discussed, and by such other means as the Council shall approve.

PROPERTY, INCOME AND EXPENSES OF THE ASSOCIATION

Application of income and property

(1) The income and property of the Association shall be applied solely towards the promotion of the objects.

(2) None of the income or property of the Association may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Association.

MEMBERSHIP

Categories of Membership

The Association shall consist of Members in the following categories:

(a) Ordinary Members who shall be qualified members of the medical profession, that is to say persons who have qualified in accordance with the requirements of their respective professions as medical practitioners in the United Kingdom or elsewhere.

(b) Associate Members, who shall be persons who are comparably qualified member of professions ancillary to the legal and/or medical professions as to defined above or who have otherwise demonstrated an interest in medico-legal matters but who are not in the aforementioned categories.

(c) Student Members, who shall be persons who are currently undertaking a recognised course of training required for qualification as members of one of the professions eligible for Ordinary Membership.

Rights of Members

Members of the Association shall have the following entitlements in accordance with their category:

(a) Ordinary Members of the Association shall be entitled:

(i) To attend and vote in General Meetings of the Association

(ii) To attend meetings and other events arranged by the Association and to participate in them as considered appropriate by the President or other Council Member as may be chairing such meetings or events.

(iii) At the discretion of the Association, to introduce such guests to meetings and other events (excluding General Meetings) as Council may in its absolute discretion allow.

(v) To have full members’ access to any web site provided by the Association for the benefit of its Members.

(b) Associate Members of the Association shall enjoy the same rights of membership of the Association as a Full Member, except that he or she shall have no entitlement to vote in General Meetings.

(c) Student Members of the Association shall enjoy the same rights of membership of the Association as Associate Members but in addition, on demonstrating to the Council’s satisfaction they have qualified in a profession referred to in paragraph 3(a), will automatically become Ordinary Members of the Association.

(d) Honorary Members of the Association shall enjoy the same rights of membership of the Association as Ordinary Members, if they were Ordinary Members at the time they are elected to Honorary Membership, otherwise they shall have the same rights as Associate Members.

(e) The rights of a Member cannot be transferred to anyone else and cease when membership ceases.

Election of Members

Every candidate for Membership (other than for Honorary Membership) shall submit a written application on a form approved by Council from time to time. Applications shall be considered by the Council in such manner as it determines and election shall be in its discretion.

Honorary Members of the Association may be elected by the Council on such terms and conditions and for such periods as the Council may from time to time think fit.

Responsibilities of Membership

Members of the Association will have the following responsibilities:

(a) To conduct themselves in relation to the affairs of the Association so as not to prejudice its reputation or without reasonable cause to hinder its normal and lawful function.

(b) To notify one of the Secretaries or membership administrator (if one is appointed) promptly of any change of address and contact details, including, where available, an email address. In default of such notice all communications from or on behalf of the Association to the last address or email address notified to the Association shall be deemed to have been received by the Member.

(c) To pay when required and in accordance with these Rules any subscription and/or any other sum owed to the Association including, if required by the Association, provision of a Standing Order, Direct Debit mandate or other arrangement for regular payment of sums due.

Termination of Membership

Membership is terminated if:

(a) the member dies;

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

(c) any sum due from the member to the Association is not paid in full within two months of it falling due, unless in the discretion of the Board Members an extension of time to pay the arrears is granted;

(d) the member is removed from membership by a resolution of the Council that it is in the best interests of the Association that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:

(i) the member has been given at least twenty one days’ notice in writing of the meeting of the Council at which the resolution will be proposed and the reasons why it is to be proposed;

(ii) the member or, at the option of the member, the member’s representative (who need not be a member of the Association) has been allowed to make representations to the meeting.

GENERAL MEETINGS

(1) The Association shall hold an Annual General Meeting in June or July or as close as possible to this period each year following the date of the adoption of this constitution. At each Annual General Meeting:

(a) a report of the proceedings of the Association since the previous Annual General Meeting shall be presented

(b) Honorary Officers of the Association and members of the Council shall be elected to fill any vacancies in accordance with the requirements for such elections in these Rules.

(2) General Meetings other than Annual General Meetings shall be called Specialist General Meetings.

(3) The Board Members may call a Special General Meeting at any time, and must do so if requested to do so in writing delivered personally to an Honorary Officer or Board Member of the Association by at least fifteen Members any such request must state the nature of the business to be discussed. If the Board Members fail to hold the meeting within twenty-eight days of the request, the Members requesting the meeting may call a Special General Meeting but in doing so must comply with the provisions of these Rules.

(4) The minimum period of notice required to hold any General Meeting is fourteen days from the day on which the notice is deemed to have been given, or such shorter period of notice as may be agreed by all Members entitled to attend and vote.

(5) The notice must be given to all the Members and the Board Members and 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.

(6) No business shall be transacted at any General Meeting unless a quorum is present, namely at least 10.

(7) No rule shall be made, altered, or rescinded, except by a two thirds majority of Ordinary Members of the Association eligible to vote and in attendance in General Meeting.

(8) General Meetings shall be chaired by the President or in his or her absence such member of the Council of the Association as he or she may nominate; in the absence of such nomination the Meeting shall appoint a chair from those Members present

(9) Save where these Rules require a specified majority to approve a resolution a resolution shall only be approved if a simple majority of those present and entitled at vote at the General Meeting signify their approval. Decisions shall be decided by the Chair’s ruling on a show of hands unless before or at the time of the ruling on a show of hands a poll is demanded by the Chair or at least 5 members present and having the right to vote at the meeting. Any poll shall be taken at the meeting in the manner directed by the Chair in the event of a ………????? have a casting vote in addition to his or her vote in his or her right as a Member. An entry in the minutes approved by the General Meeting as to the decisions of the meeting, and the votes in favour or against shall be conclusive evidence without further proof of the number or proportion of votes recorded for or against any resolution..

BOARD MEMBERS, OFFICERS AND COUNCIL

Board Members

There shall be a Board Members of the Association consisting of not more than five Ordinary Members of the Association who have been elected in accordance with these Rules.

From the coming into effect of these Rules of the Board Members of the Association shall be:

(a) The President for the time being ex officio

(b) The Honorary Treasurer for the time being ex officio

With the exception of the above names all other Board Members of the Association as these Rules are approved shall cease to be Board Members on the coming into effect of these Rules

Subject to any provisions in these Rules which providing for a different term, no person may remain a Board Member of the Association for more than 3 years from the date the appointment takes effect. Any Board Member may be re-appointed for one further term not exceeding 3 years. Subject to this maximum the term of appointment shall be that set at the time of appointment.

The Board Members of the Association shall be responsible for:

(a) ensuring that the Association’s activities further the objects described in paragraph 2

(b) the proper stewardship of the Association’s finances and assets

(d) facilitating the arrangements made by the Council of the Association for the furtherance of the Association’s objects in so far as those arrangements are in accordance with these Rules Honorary Officers.

The Honorary Officers of the Association and their terms of office unless otherwise specified by a general meeting at the time of their election shall be:-

Post Term of Office

The President Two years from 1^st October following the General Meeting at which he or she was elected

Honorary Treasurer Three years from 1^st October following the General Meeting at which he or she was elected, renewable by one further term of Three years if approved by the General Meeting next before the expiry of the initial term

Honorary Medical Secretary such period as may be agreed at the General Meeting at which he or she was appointed and any subsequent General Meeting

Legal

FUNCTIONS OF THE BOARD MEMBERS

Proceedings of the Board Members of the Association

(1) The Board Members may regulate their proceedings as they think fit, subject to the provision of these Rules.

(2) Any Board Member may call a meeting of the Board Members.

(3) The President must call a meeting of the Board Members if requested to do so by a Board Member.

(4) Questions arising at a meeting must be decided by a majority of votes.

(5) In the case of an equality of votes, the person who Chairs the meeting shall have a second or casting vote.

(6) No decisions may be made by a meeting of the Board Members unless a quorum is present or in attendance by telephone or other electronic means at the time the decision is purported to be made.

(7) The quorum shall be two.

(8) A Board Member shall not be counted in the quorum present when any decision is made about a matter which that Board Member is not entitled to vote.

(9) If the number of Board Members falls to or is less than the number fixed as the quorum, the continuing Board Members or Board Member may act only for the purpose of filling vacancies or of calling a General Meeting of the Association.

(10) The person elected as the President shall Chair meetings of the Board Members.

(11) If the President is unwilling or unable to preside or is not present within ten minutes after the time appointed for the meeting, the Board Member present may appoint one of their number to Chair that meeting.

(12) The person appointed to Chair meetings of the Board Members shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Board Members.

(13) A resolution in writing signed by all the Board Members entitled to receive notice of a meeting of Board Members or of a committee of Board Members and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Board Members or (as the case may be) a committee of Board Members duly convened and held.

(14) The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Board Members.

(15) Decisions taken at meetings of the Council shall be regarded as decisions of the Board Members if sufficient Board Members are present at the meeting to constitute a quorum for a Board Members’ meeting, and those Board Members, being a majority of the total number of Board Members (including those not present), register their agreement with the decision.

Conflicts of interests and conflicts of loyalties

Board Members 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 Association or in any transaction or arrangement entered into by the Association which has not been previously declared; and

(2) absent himself or herself from any discussions of the Board Members in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Association and any personal interest (including but not limited to any personal financial interest).

Any Board Member 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 Board Members on the matter.

Saving provisions

(1) Subject to sub-paragraph (2) of this paragraph, all decisions of the Board Members, or of a committee of the Board Members, shall be valid notwithstanding the participation in any vote of a Board Member:

(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 a conflict of interests or otherwise; if, without the vote of that Board Member and that Association Board Member being counted in the quorum, the decision has been made by a majority of the Board Members at a quorate meeting.

(2) Sub-paragraph (1) of this paragraph does not permit a Board Member to keep any benefit that may be conferred upon him or her by a resolution of the Board Members or of a committee of Board Members if, but for sub-paragraph (1), the resolution would have been void, or if the Board Member has not complied with paragraph 21 (Conflicts of interests and conflicts of loyalties)

Delegation

(1) The Board Members may delegate any of their powers or functions to a committee of two or more Board Members but the terms of any such delegation must be recorded in the minutes.

(2) The Board Members may impose conditions when delegating, including the conditions that:

(a) the relevant powers are to be exercised exclusively by the committee or who they delegate;

(b) no expenditure may be incurred on behalf of the Association except in accordance with a budget previously agreed with the Board Members.

(3) The Board Members may revoke or alter a delegation.

(4) All acts and proceedings of any committees must be fully and promptly reported to the Board Members

Irregularities and Proceedings

(1) Subject to sub-paragraph (2) of this clauses, all acts done by a meeting of Board Members, or of a committee of Board Members, shall be valid notwithstanding the participation of any vote of a Board Member:

(a) who was disqualified from holding office;

(b) who had previously retired or who had been obliged by these Rules to vacate office;

(d) the vote of that Board Member; and

(e) that Board Member being counted in the quorum, the decision has been made by a majority of the Board Members at a quorate meeting

(2) Sub-clause (1) of this clause does not permit a Board Member to keep any benefit that may be conferred upon him or her by a resolution of the Board Members or of a committee of Board Members if the resolution would otherwise have been void.

(3) No resolution or act of:

(a) the Board Members

(b) any committee of the Board Members

(c) the Association in General Meeting shall be invalidated by reason of the failure to give notice to any Board Member or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Association.

Minutes

The Board Members must arrange for minutes to be recorded of all:

(1) appointments of Officers and Board Members made by the Association;

(2) proceedings at meetings of the Association;

(3) meetings of the Board Members and committees of Board Members including:

(a) the names of the Board Members present at the meeting;

(b) the decisions made at the meetings; and

Accounts, Annual Report, Annual Return

(1) The Board Members must comply with their obligations under the Charities Act 2011 with regard to:

(a) the keeping of accounting records for the Association;

(b) the preparation of annual statements of account for the Association;

(d) the preparation of an Annual Report and its transmission to the Commission;

(e) the preparation of an Annual Return and its transmission to the Commission;

(2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Board Members are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.

Repair and Insurance

The Board Members must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Association (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability.

THE COUNCIL OF THE ASSOCIATION

Subject to any directions and guidance that may be given by the Board Members, the affairs of the Association shall be managed by the Council, which shall consist of the Board Members, the Honorary Officers and nine other members of the Association. Each member of Council (excluding the Board Members and Honorary Officers) shall serve for a maximum of three years from 1^st October following the Annual General Meeting at which they were elected, and shall be eligible to offer themselves for re-election for one further period of three years, following which he or she shall not be eligible for re-election until one year has elapsed from end of the second period as a Council Member.

Council shall quorate if it consists of three periods, one of whom is to be the President. In the absence of the President, the President shall select one of the Council Members to Chair the meeting failing which the senior Board Member or Vice President shall hold the Chair.

Any casual vacancy occurring in the office of Honorary Officers or of the Council may be filled by the Council, but any person so chosen shall retain his office so long only as the vacating mamember in whose place he is appointed would have retained the same if no vacancy occurred.

The Council may from time to time appoint for such purposes as the Council thinks fit Committees with or without power to add to their number, and Committees so appointed may appoint Sub-Committee with or without a similar power to add; but unless power to act is given by the Council the decisions of the Committees and Sub-Committees shall require the sanction of the Council.

The Council shall submit to each Annual General Meeting nominations to fill any vacancy for Board Members, each of the other offices and membership of the Council. Any two members of the Association may nominate any member of the Association for election as a Board Member or other member to the Council or to any office, provided that such nomination be sent in writing, and signed by them, to one of the Honorary Secretaries not less than four weeks before the Annual General Meeting. The Council may nominate any members of the Association for election as a Board Member or to any office or to membership of the Council at or before its meeting prior to the Annual General Meeting. All Nominations, whether by the Council or by individual members of the Association, shall be printed on ….. Annual General Meeting. Any such nomination must be signed by the person nominated indicating his or her agreement to accept the appointment if elected.

ENTRANCE FEE AND SUBSCRIPTION

The annual subscription of each category of Membership of the Association shall be such sum as may be determined from time to time by the Association in General Meeting, payable on election and on each succeeding 1^st day of January.

Members shall pay the required subscription by such manner as shall from time to time be directed by the Council.

The membership of any Ordinary member whose subscription is in arrears by two months shall be terminated, but any such membership may be re-instated by the Council on such terms as the Council may think fit.

NOTICES

(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 including email.

(2) The Association 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

(d) by giving it using electronic communications to the member’s address; or

(e) by transmission to any email address provided by the member to the Association

(3) A member who does not register an address with the Association or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Association

(4) A member present in person at any meeting of the Association shall be deemed to have received notice of the meeting and of the purposes for which it was called.

(5)

(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.

DISPUTES AND DISSOLUTION

Disputes

If a dispute arises between members of the Association about the validity or propriety of anything done by the members under these Rules 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.

Dissolution

(1) If the Members resolve to dissolve the Association the Board Members will remain in office as Association Board Members and be responsible for winding up the affairs of the Association in accordance with this clause.

(2) The Board Members must collect in all the assets of the Association and must pay or make provision for all the liabilities of the Association.

(3) The Board Members must apply any remaining property or money:

(a) directly for the objects;

(b) by transfer to any Association or charities for purposes the same as or similar to the Association;

INTERPRETATION

Interpretation

In these Rules ‘connected person’ means:

(1) a child, parent, grandchild, grandparent, brother or sister of the Board Member;

(2) the spouse or civil partner of the Board Member orof any person falling within sub-clause (1) above;

(3) a person carrying on business in partnership with the Board Member or with any person falling within subclause (1) or (2) above;

(4) an institution which is controlled –

(a) by the Board Member or any connected person falling within sub-clause (1), (2)

(b) by two or more persons falling within sub-clause (4) (a), when taken together

(5) a body corporate in which –

(a) the Board Member or any connected person falling within sub-paragraphs (1) to (3) has a substantial interest; or

(b) two or more persons falling within sub-clause (5) (a) who, when taken together, have a substantial interest.

(6) Sections 350 – 352 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this clause.

MEMBERSHIP

….. Join the Medico-Legal Association

The Medico-Legal Association has provided education and information on matters medico-legal for the more than a century. Speakers at the Association meetings are of a consistently high standard and are invited with the aim of providing a range of topics covering civil and criminal law and all related aspects of forensic medicine. A convivial atmosphere at meetings provides an excellent forum for discussion between the professions. The Association’s journal, the Medico-Legal Journal, provides articles based on these and additional articles of interest.

How to join

Those with an interest in medico-legal issues are able to apply for membership to the Association.

Membership fees are £100 for full members and £25 for students.Yearly subscription £75.

To apply for membership please complete the form on the Join Us page and remember to attach your CV.