Website Terms And Conditions

BATH CANCER UNIT SUPPORT GROUP
Charity registration No. 292643
CONSTITUTION
Adopted on the 11th day of January 2012
Amended on the 5th day of December 2012
Amended on the 11th day of April 2018
A NAME
The name of the association is Bath Cancer Unit Support Group (“the
Charity”).
B ADMINISTRATION
Subject to the 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 to relieve sickness by supporting
the work of the Oncology and Radiotherapy Unit at the Bath Royal United
Hospital and other health units (to include, but not by way of limitation,
clinics, surgeries and hospitals) providing the same or similar or related
services for patients in Bath and the surrounding area, in particular by
raising money to purchase equipment and provide facilities and services
(including, but not by way of limitation, the financing of medical and other
staff to provide additional care and also additional staff training) (provided
that the Charity shall not undertake any permanent trading activities in
raising any such monies) not provided by the local health authority or by
any trust associated with the National Health Service which administers and
governs the Bath Royal United Hospital.
D POWERS
In furtherance of the objects but not otherwise the Executive Committee
may exercise the following powers:
(1) power to raise funds and to invite and receive contributions provided
that in raising funds the Executive Committee shall not undertake any
substantial permanent trading activities and shall conform to any relevant
requirements of the law;
(2) subject to clause I, power to employ such paid or unpaid staff, agents or
advisors (who shall not be members of the Executive Committee) as are
necessary for the proper pursuit of the objects and to make all reasonable
and necessary provision for the payment of pensions and superannuation
for paid staff and their dependants;
(3) power to co-operate with other charities, voluntary bodies and statutory
authorities operating in furtherance of the objects or of similar charitable
purposes and to exchange information and advice with them;
(4) power to buy, take on lease or to exchange any property necessary for
the achievement of the objects and to maintain and equip it for use;
(5) power subject to any consents required by law to sell, lease or dispose
of all or any part of the property of the Charity;
(6) 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 so borrowed;
(7) power to establish, administer or support any charitable trusts,
associations or institutions formed for all or any of the objects;
(8) power to appoint and constitute such advisory committees as the
Executive Committee may think fit;
(9) power to provide advice;
(10) power to publish or distribute information;
(11) power to make grants or loans of money and to give guarantees;
(12) power to set aside funds for special purposes or as reserves against
future expenditure;
(13) power to deposit or invest its funds in any manner (but to invest only
after obtaining such advice from a financial expert as the Executive
Committee consider necessary and having regard to the suitability of
investments and the need for diversification);
(14) power to delegate the management of investments to a financial
expert, but only on terms that:
(a) the investment policy is set down in writing for the financial expert by
the Executive Committee;
(b) timely reports of all transactions are provided to the Executive
Committee;
(c) the performance of the investments is reviewed regularly with the
Executive Committee;
(d) the Executive Committee is entitled to cancel the delegation
arrangement at any time;
(e) the investment policy and the delegation arrangement are reviewed at
least once a year;
(f) all payments due to the financial expert are on a scale or at a level
which is agreed in advance and are notified promptly to the Executive
Committee on receipt; and
(g) the financial expert must not do anything outside the powers of the
Charity;
(15) power to insure the property of the Charity against any foreseeable risk
and take out other insurance policies to protect the Charity when required;
(16) power to pay for indemnity insurance for the members of the Executive
Committee;
(17) power to enter into contracts to provide services to or on behalf of
other bodies;
(18) power to establish or acquire subsidiary companies to assist or act as
agents for the Charity; and
(19) power to do all such other lawful things as are necessary for the
achievement of the objects.
E MEMBERSHIP
(1) Membership is open to individuals over eighteen who are approved by
the Executive Committee.
(2) (a) The Executive Committee may only refuse an application for
membership, if acting reasonably and properly, they consider it to be in the
best interests of the Charity to refuse the application.
(b) The Executive Committee must inform the applicant in writing of the
reasons for the refusal within twenty-one days of the decision.
(c) The Executive Committee must consider any written representations the
applicant may make about the decision. The Executive Committee’s
decision following any written representations must be notified to the
applicant in writing but shall be final.
(3) Membership is not transferable to anyone else.
(4) The Executive Committee must keep a register of names and addresses
of the members which must be made available to any member upon
request.
F HONORARY OFFICERS
At the annual general meeting of the Charity the members shall elect from
amongst themselves a chairman, a vice chairman, a secretary and a
treasurer who shall hold office from the conclusion of that meeting.
G EXECUTIVE COMMITTEE
(1) The Executive Committee shall consist of not less than four members nor
more than twenty-five members being:
(a) the honorary officers specified in the preceding clause;
(b) not less than one and not more than twenty-one members elected at
the annual general meeting who shall hold office from the conclusion of
that meeting.
(2) The Executive Committee may in addition appoint not more than four
co-opted members but so that no-one may be appointed as a co-opted
member if, as a result, more than one third of the members of the Executive
Committee would be co-opted members. Each appointment of a co-opted
member shall be made at a special meeting of the Executive Committee
called under clause J 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) Each member of the Executive Committee will serve a term of office of
three years. A retiring member of the Executive Committee who remains
qualified may be re-elected or re-appointed.
(4) The proceedings of the 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 qualification of a member.
(5) Nobody shall be appointed as a member of the Executive Committee
who is aged under 18 or would if appointed be 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.
(7) A retiring member of the Executive Committee is entitled on written
request to an indemnity from the continuing members at the expense of
the Charity in respect of any liabilities properly incurred while he or she held
office.
H DETERMINATION OF MEMBERSHIP OF EXECUTIVE COMMITTEE
A member of the Executive Committee shall cease to hold office if he or
she:
(1) is disqualified from acting as a charity trustee by virtue of Section 178 of
the Charities Act 2011 (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 the permission of the Executive Committee from all
their meetings held within a period of six months and the Executive
Committee resolve that his or her office be vacated;
(4) ceases to be a member of the Charity (but such a person may be
reinstated by resolution of all the other members of the Executive
Committee on resuming membership of the Charity before the next annual
general meeting);
(5) notifies to the Executive Committee a wish to resign (but only if at least
three members of the Executive Committee will remain in office when the
notice of resignation is to take effect); or
(6) is removed by a resolution passed by all the other members of the
Executive Committee after they have invited the views of the individual
concerned and considered the matter in the light of any such views;
I EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
(1) The property and funds of the Charity must be used only for promoting
the objects and do not belong to the members or the Executive Committee.
(2) No member of the Executive Committee may receive any payment of
money or other material benefit (whether direct or indirect) from the
Charity except:
(a) under sub-clauses D(16) (indemnity insurance) and I(3) (contractual
payments);
(b) reimbursement of reasonable out-of-pocket expenses (including hotel
and travel costs) actually incurred in the administration of the Charity;
(c) interest at a reasonable rate on money lent to the Charity;
(d) a reasonable rent or hiring fee for property let or hired to the Charity;
(e) an indemnity in respect of any liabilities properly incurred in running the
Charity (including the costs of a successful defence to criminal
proceedings);
(f) payment to a company in which the member of the Executive
Committee has no more than a 1 per cent shareholding;
(g) charitable benefits in his or her capacity as a beneficiary; and
(h) in exceptional cases, other payments or material benefits (but only with
the prior written approval of the Commissioners).
(3) A member of the Executive Committee may not be an employee of the
Charity, but a member of the Executive Committee or connected person
may enter into a contract with the Charity to supply goods or services in
return for a payment or other material benefit, but only if:
(a) the goods or services are actually required by the Charity;
(b) the nature and level of the benefit is no more than reasonable in
relation to the value of the goods or services and is set at a meeting of the
members of the Executive Committee in accordance with the procedure in
sub-clause I(4); and
(c) not more than one third of the members of the Executive Committee
are interested in any such contract in any one financial year.
(4) Whenever a member of the Executive Committee has a personal
interest in a matter to be discussed at a meeting of the Executive
Committee or a sub-committee, he or she must:
(a) declare an interest before the meeting or at the meeting before
discussion begins on the matter;
(b) be absent from that part of the meeting unless expressly invited to
remain in order to provide information;
(c) not be counted in the quorum for that part of the meeting; and
(d) be absent during the vote and have no vote on the matter.
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) A meeting of the Executive Committee may be held either in person or
by suitable electronic means agreed by the Executive Committee in which
all participants may communicate with all other participants.
(3) The chairman shall act as chairman at meetings of the Executive
Committee. If the chairman is absent from any meeting, the members of
the Executive Committee present shall choose one of their number to be
chairman of the meeting before any other business is transacted.
(4) There shall be a 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 a
meeting.
(5) 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.
(6) A resolution which is in writing and signed by all the members of the
Executive Committee is as valid as a resolution passed at a meeting and
for this purpose the resolution may be contained in more than one
document and will be treated as passed on the date of the last signature.
(7) The Executive Committee shall keep minutes, in books kept for the
purpose of the proceedings at meeting of the Executive Committee and
any sub-committee.
(8) 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.
(9) 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 Executive
Committee in the name of the Charity at such bank as the Executive
Committee shall from time to time decide. All cheques drawn on the
account must be signed by at least two members of the Executive
Committee.
(2) The funds belonging to the Charity shall be applied only in furthering the
objects.
L PROPERTY AND FUNDS
(1) Funds which are not required for immediate use (including those which
will be required for use at a future date) must be placed on deposit or
invested in accordance with sub clause D(13) until needed.
(2) Investments and other property of the Charity may be held:
(a) in the names of the members of the Executive Committee for the time
being (or in the corporate name of the members of the Executive
Committee if incorporated under the Charities Act 2011);
(b) in the name of a nominee company acting under the control of the
Executive Committee or of a financial expert acting on their instructions;
(c) in the name of not less than three individuals appointed as holding
trustees for the Charity who may be appointed (and removed) by
resolution of the Executive Committee;
(d) in the name of a trust corporation as a holding trustee for the Charity,
which must be appointed (and may be removed) by deed executed by the
Executive Committee; and
(e) in the case of land, by the Official Custodian for Charities under an order
of the Commissioners or the Court.
(3) Documents and physical assets may be deposited with any company
registered or having a place of business in England and Wales as
custodian.
(4) Any nominee company acting under sub-clause L(2)(b), any trust
corporation appointed under sub-clause L(2)(d) and any custodian
appointed under sub-clause L(3) may be paid reasonable fees.
M ACCOUNTS
The Executive Committee shall comply with their obligations under the
Charities Act 2011 (or any statutory re-enactment or modification of that
Act) with regard to:
(1) the keeping of accounting records for the Charity;
(2) the preparation of annual statements of account for the Charity;
(3) the auditing or independent examination of the statements of account
of the Charity; and
(4) 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 2011 (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 2011 (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 RECORD KEEPING
(1) The Executive Committee must keep proper records of:
(a) all proceedings at general meetings;
(b) all proceedings at meetings of the Executive Committee;
(c) all reports of sub-committees; and
(d) all professional advice obtained.
(2) Accounting records relating to the Charity must be made available for
inspection by any member of the Executive Committee at any time during
normal office hours and may be made available for inspection by
members if the Executive Committee so decide.
(3) A copy of the Charity’s latest available statement of account must be
supplied on request to any member of the Executive Committee or any
member. A copy must also be supplied, within two months, to any other
person who makes a written request and pays the Charity’s reasonable
costs.
Q ANNUAL GENERAL MEETING
(1) There shall be an annual general meeting of the Charity which shall be
held in the month of March in each year or as soon as practicable
thereafter.
(2) Every annual general meeting shall be called by the Executive
Committee. The Secretary shall give at least 21 days’ notice of the annual
general meeting to all the members of the Charity specifying the business
to be transacted. All the members of the Charity shall be entitled to attend
and vote at the meeting.
(3) The person appointed as chairman at the previous annual general
meeting of the Charity shall be the chairman of subsequent annual general
meetings, but if he or she is not present, before any other business is
transacted, the persons present shall appoint a chairman of the meeting.
(4) At an annual general meeting the members:
(a) receive the accounts of the Charity for the previous financial year;
(b) receive the report of the Executive Committee on the Charity’s activities
since the previous annual general meeting;
(c) accept the retirement of those elected members of the Executive
Committee who wish to retire or are retiring by rotation;
(d) in accordance with sub-clause Q(5) elect members of the Executive
Committee to fill the vacancies arising;
(e) elect a chairman to hold office from the end of the annual general
meeting until the end of the next annual general meeting;
(f) appoint an auditor or independent examiner for the Charity where
required;
(g) may confer on any individual (with his or her consent) the honorary title
of Patron, President or Vice-President of the Charity; and
(h) discuss and determine any issues of policy or deal with any other
business put before them by the Executive Committee.
(5) Nominations for election to the Executive Committee must be made by
members of the Charity in writing and must be in the hands of the
secretary of the Executive Committee at least 14 days before the annual
general meeting. Should nominations exceed vacancies election shall be
by ballot.
R SPECIAL GENERAL MEETINGS
The Executive Committee may call a special general meeting of the Charity
at any time. If at least ten members request such a meeting in writing
stating the 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.
S PROCEDURE AT GENERAL MEETINGS
(1) The secretary or other person specially appointed by the Executive
Committee shall keep a full record of proceedings at every general
meeting of the Charity.
(2) There shall be a quorum when at least one third of the number of
members of the Charity for the time being or three members of the Charity,
whichever is the greater, are present at any general meeting.
(3) Except where otherwise provided by this constitution, every issue at a
general meeting is determined by a simple majority of votes cast by the
members present in person.
(4) Except for the chairman of the meeting, who has a second or casting
vote, every member present in person is entitled to one vote on every issue.
T NOTICES
(1) 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 by suitable electronic means, 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 noted in the register
of members. Any notice so sent shall be deemed to have been received:
(a) 24 hours after being sent by electronic means or delivered by hand to
the relevant address;
(b) two clear days after being sent by first class post to that address;
(c) three clear days after being sent by second class post to that address;
or
(c) on being handed to the member personally or, if earlier, as soon as the
member acknowledges actual receipt.
(2) A technical defect in the giving of notice of which the members or the
Executive Committee are unaware at the time does not invalidate decisions
taken at a meeting.
U ALTERATIONS TO THE CONSTITUTION
(1) Subject to the following provisions of this clause 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 charity clause),
clause C (the objects clause), clause I (Executive Committee members not
to be personally interested clause), clause V (the dissolution clause) or this
clause without 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.
V 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 the 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 satisfaction of any proper
debts and liabilities shall be (a) given or transferred to such other
exclusively charitable institutions within, the same as or similar to the
objects of the Charity as the members of the Charity may determine, (b)
directly for the objects of the Charity or charitable purposes within or similar
to the objects of the Charity or failing that shall be (c) applied for some
other charitable purpose consistent with charitable status as the
Commissioners approve in writing in advance. A copy of the statement of
accounts, or account and statement, for the final accounting period of the
Charity and a full report must be sent to the Commissioners.
W INTERPRETATION
‘charity trustees’ has the meaning prescribed by section 177 of the Charities
Act 2011;
‘connected person’ means any spouse, partner, parent, child, brother, sister,
grandparent or grandchild of a member of the Executive Committee, any
firm of which a member of the Executive Committee is a member;
‘custodian’ has the meaning prescribed by section 17(2) of the Trustee Act
2000;
‘financial expert’ means an individual, company or firm who is authorised to
give investment advice under the Financial Services and Markets Act 2000;
‘financial year’ means the Charity’s financial year;
‘firm’ includes a limited liability partnership;
‘indemnity insurance’ means insurance against personal liability incurred
by any member of the Executive Committee for an act or omission which is
or is alleged to be a breach of trust or breach of duty, unless the member of
the Executive Committee concerned knew that, or was reckless whether, the
act or omission was a breach of trust or breach of duty;
‘independent examiner’ has the meaning prescribed by section 145(3) of
the Charities Act 2011;
‘material benefit’ means a benefit which may not be financial but has a
monetary value;
‘nominee company’ means a corporate body registered or having a place
of business in England and Wales;
‘trust corporation’ has the meaning prescribed by section 205(1)(cxxviii) of
the Law of Property Act 1925 (but does not include the Public Trustee); and
‘written’ or ‘in writing’ refers to a legible document on paper including a fax
message.
This constitution was adopted on the date mentioned above by the
persons whose signatures appear at the bottom of this document.
Signed
MR LESLIE ROBERT DYMOND
MRS JEANNE INGHAM-LAW
DR HELEN MARGARET MORGAN
MS JANE ELLEN MARGETTS
MRS SANDRA PINNER
MR BARTOLOMEO POLLEDRI
MR MIKE TAYLOR
MR ALAN WEBB

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