Last updated on: Thursday, 25 November 2004 18:13

The name of the organisation shall be the Orkney Kidney Patient Association, hereinafter referred to as "the Association".

The objectives of the Association shall be to promote throughout Orkney and the United Kingdom the welfare of persons suffering from kidney disease or renal failure, (hereinafter called 'kidney patients'), and those relatives or friends who care for them.

Orkney Kidney Patient Association agrees to abide by the rules and regulations of the National Kidney Federation and take no action that would jeopardise recognition as a Scottish charity.

In furtherance of its objectives, but not otherwise, the Association shall:

a) promote a wider knowledge and understanding of the problems of kidney patients, and those relatives or friends who care for them, to the general public and the appropriate authorities;

b) co-operate and lawfully promote the needs of kidney patients with all relevant local and national organisations and statutory bodies, with a view to improving facilities for kidney patients;

c) further and assist the work of prospective and existing Kidney Patients' Associations;

d) raise funds for the achievement of the objectives and invite and receive contributions by way of subscriptions, donations or otherwise, providing that the Association shall not undertake any permanent trading activities in raising funds for its charitable purposes;

e) do any such other lawful things as shall further the objects of the Association.

(i) Categories of membership

a) Full Membership shall be available, subject to the approval of the Executive Committee, to anyone who is a Kidney Patient, Their Carer (s) or Relatives and Friends. Full Members have voting rights and may stand for election to the Executive Committee.

b) Associate Membership shall be available, subject to the approval of the Executive Committee, to individuals who support the aims and objectives of the Association and who wish to help the Association in its work. Associate Members may attend and contribute to any open Association meeting, but may not vote or be elected to the Executive Committee (Clause 5e excepting ).

c) Friends Membership shall be available to any individual who supports the objects of the Association but does not wish to actively participate in any of the Associations activities.

(ii) Application for Membership.

Application forms are available from the Association Secretary to whom they should be returned.

(iii) Resignation from Membership

Any member of the Association wishing to withdraw from the Association must do so in writing to the Association Secretary.

(iv) Removal from Membership

Any decision of the Executive Committee to terminate membership of any individual shall only be taken for good and sufficient reason. The individual concerned will have the right to be heard by the Executive Committee, accompanied by a friend, if desired, before a final decision is taken.

The right to appeal termination of membership can be made through clause 8a.

a) The Executive Committee shall consist of a maximum of 6 officers (Chairman or Joint Chairmen, Vice Chairman or Joint Vice Chairmen, Treasurer and Secretary) with an option to elect any other such honorary officers as the Council shall from time to time decide, and not fewer than five or more than ten other members. The Chairman or Joint Chairmen, Vice Chairman or Joint Vice Chairmen, and Secretary are eligible for re-election subject to a limit of three consecutive years holding the same office. No individual shall be eligible to stand for election as Chairman or Co-Chairmen until he has served for at least twelve months as a member of the Executive Committee. No individual may serve as a member of the Executive Committee for a period exceeding seven consecutive years.

Individual Executive committee members or individual full members of the Association may propose no more than two members for the Executive Committee in any one year. All nominees must have the support by way of nomination from a full member of the Association.

If there is no nomination for the position of any officer, the Executive Committee may appoint a non-office holding member to the post. If such an appointment is made, it shall be ratified at the next Association meeting. At least 50% of the officers shall be kidney patients or carers. Any individual who is a full Member of the Association may stand for election to the Executive Committee.

b) The Executive Committee shall be the policy making body of the Association, having general oversight of the administration of its affairs, and shall meet at least four times a year. It shall determine the rules and procedures to call and govern its meetings. This shall include the establishment of relevant sub committees, the membership, rules and terms of reference of which shall be determined by the full Executive Committee. 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, and approved by the Executive Committee.

Unforeseen urgent policy matters shall be agreed by all available officers of the Executive Committee, and such decisions reported back to the next Executive Committee meeting.

A quorum shall consist of 30% of the Executive Committee members, including 50% of the officers.

c) Nominations for the Executive Committee shall be submitted to the Association Secretary in writing not less than fourteen days before the Annual General Meeting of the Association. The Chairman or Vice Chairman or his agent shall circulate with the agenda for the Annual General Meeting of the Association a list of eligible candidates, and, where appropriate, a statement supporting their candidature, proposed for election to the Executive Committee

d) Appointments to the Executive Committee will be by secret ballot at the Annual General Meeting.

e) The Executive Committee may co-opt such other persons to the Committee as have particular knowledge that can contribute to the work of the Association. Co-opted members may vote at Executive Committee meetings and may not number more than two at any one time.

A Special meeting of the Executive Committee may be called by three or more of its members acting jointly. The motion to be considered at a special meeting must be made in writing to reach all members of the Executive Committee at least fourteen days before the date of the Special meeting. The quorum for a Special meeting of the Executive Committee shall be 30%. No business other than that specified on the agenda for the Special meeting may be conducted thereat.

Once in every twelve months the Executive Committee shall convene an Annual General Meeting of the Association within three months following the end of the financial year. Its function shall be for Association members:

a) to elect the officers and members of the Executive Committee for the following year;

b) to receive, and if approved, adopt independently examined accounts;

c) to receive an annual report from the Executive Committee;

d) to appoint an independent examiner of accounts for the current year;

At an Annual General Meeting no vote may be taken on any matter which has not been placed on the agenda for decision at the Annual General Meeting. A copy of the accounts shall be circulated to each Full Member not later than fourteen days before the date of the Annual General Meeting. The quorum at an Annual General Meeting shall be 30% of Full Membership.

The agenda for an Annual General Meeting shall be circulated to each Full Member not later than twenty one days prior to the meeting. Twenty eight days notice will be given in the local press for AGM’s.

a) Either the Executive Committee or five Full Members acting jointly shall have the right to call a Special General Association Meeting. Any motion to be considered at a Special General Meeting must be made in writing and reach the Association Secretary not less than twenty one days before the proposed Special General of the Association. The motion must stipulate clearly the matters to be discussed at the Special Meeting and no other matters may be voted on at that meeting.

b) Written notice of the Special General Meeting shall be circulated by those calling the meeting to reach all Full Members not less than fourteen days before the meeting informing them of the motion and the date, time and place of the meeting.

c) A quorum at a Special General Meeting shall be 30% of Full Membership.

a) All income and property of the Association shall be applied to further the objects of the Association and for no other reason whatsoever.

b) The Treasurer and two other persons appointed by the Executive Committee shall be registered

signatories for the Association. Two of the registered signatories shall sign all cheques and other documents governing the finances of the Association.

c) The Treasurer shall keep proper books of accounts of the finances of the Association and shall present to each meeting of the Executive Committee an interim statement showing the current state of the Associations finances.

d) The Treasurer shall be empowered by the Executive Committee to pay reasonable out of pocket expenses incurred by members acting on the business of the Association.

e) The Associations financial year shall end on 31 December.

f) Individual members of the Association or the Executive Committee must declare any personal financial interest in any matter under discussion at a meeting and shall not vote on the matter in question.

g) Except with the prior written approval of the Executive Committee, no member may:

(i) receive any benefit in money or kind from the charity, or

(ii) have a financial interest in the supply of goods or services to the charity.

10.  DISSOLUTION OF THE ASSOCIATION

a) If the Executive Committee decides that it is necessary or advisable to dissolve the charity, a motion for the dissolution of the Association must be submitted to the full membership three months before the relevant meeting of the Association. The motion shall be passed if it receives two thirds of the votes cast by the Full Members present. The Executive Committee must realise any assets held by, or on behalf of the Association

b) Any assets remaining after the satisfaction of any proper debts shall be given or transferred by the Executive Committee to the National Kidney Federation.

11.  AMENDMENT TO THE CONSTITUTION

a) Subject to the following provisions of this clause, the constitution may only be amended at an Annual General Meeting or an Extraordinary General Meeting of the Association called for this purpose after one month's notice of the proposed change has been given to all Full Members of the Association, the consent of two thirds of members present being necessary before any alteration can take effect. The quorum at an Extraordinary General Meeting of the Council shall be 30% of Full Members.

Either the Executive Committee or five Full Members acting jointly shall have the right to call an Extraordinary General meeting.

b) No amendments shall be made to Clause 2, Clause 9 (f) Clause 9 (g) Clause 10, or this Clause without the prior written approval of Inland Revenue Charities.

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