Constitution of the British Assoication of Magentic Resonance Radiographers – Adopted on 4th July 2018
1. Name and Administration
1.1 The name of the Company is “The British Association of Magnetic Resonance Radiographers” (“The Company”).
1.2 Subject to the matters set out below the Company and its property shall be administered and managed in accordance with this Constitution by the members of the Policy Board constituted by clause 3 of this Constitution (“the Policy Board”)
1.3 In the event of any conflict between the Articles of Association of the Company and this Constitution, the terms of this Constitution shall prevail.
2. Objects and Powers
2.1 The Company is established for the promotion within the United Kingdom of Great Britain, Northern Ireland and the Republic of Ireland of the professional development of radiographers and other professionals associated with radiography and of students within the speciality of Magnetic Resonance Imaging (“MRI”) through encouraging and developing educational forums and conferences, the support of research and the publication of papers. The Company will also look to provide guidance and information to all its members in all areas of MRI. The Company will provide a collective and democratic forum through which radiographers and other professionals associated with radiography can guide the development of practice within the speciality of MRI.
2.2 In furtherance of such Objects but not otherwise the Company may:
2.2.1 Employ and pay any person or persons to supervise, organise and carry on the work of the Company and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants;
2.2.2 Bring together in conference, representatives of voluntary organisations, Government departments, statutory authorities and individuals, to facilitate collaboration for the good of the Company;
2.2.3 Promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof for the benefit of the public;
2.2.4 Arrange and provide for, or join in arranging and providing for, the holding of exhibitions, meetings, lectures, classes, seminars and training courses;
2.2.5 Collect and disseminate information on all matters affecting such Objects and exchange such information with other bodies having similar Objects whether in this country or overseas;
2.2.6 Undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by the Company;
2.2.7 Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise;
2.2.8 Carry on trade in so far as either the trade is exercised in the course of the actual carrying out of a primary object of the Company or is ancillary or incidental to the carrying out of the Objects;
2.2.9 Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the said Objects;
2.2.10 Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of such Objects and construct, maintain and alter any buildings or erections necessary for the work of the Company;
2.2.11 Make regulations for any property which may be so acquired;
2.2.12 Subject to such consents as may be required by law, sell, lease or otherwise dispose of all or any of the property or assets of the Company;
2.2.13 Accept gifts and borrow or raise money for such Objects on such terms and on such security as shall be thought fit;
2.2.14 Subject to such consents as may be required by law, borrow or raise money for the said Objects and accept gifts on such terms and on such security as shall be deemed necessary;
2.2.15 Invest the money of the Company not immediately required for the said Objects in or on such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law;
2.2.16 Do all such other lawful things as are necessary for the attainment of such Objects;
2.2.17 Establish where necessary local branches or local interest groups (whether autonomous or not).
3. The Policy Board
3.1 Subject as mentioned below the policy and general management of the affairs of the Company shall be directed by a body called the Policy Board (“the Policy Board”) which shall consist of not less than 5 and not more than 15 members of the Company who have been duly elected in accordance with this Constitution.
3.2 The decisions of the Policy Board shall be binding upon the Full Members, the Policy Board and the Trustees of the Company.
3.3 Election to the policy board shall be for 3 years, after their 3 year tenure, the member may continue as a policy board member and be re-elected by a majority vote of the current policy board, this is to be noted in the minutes of that meeting. Members of the policy board may retire at any point during their term.
3.4 Only individuals who are Full Members or representatives of member organisations shall be eligible to serve as members of the Policy Board. Nominations for officers or members of the Policy Board must be made by Full Members of the Company in writing (which may include e-mail) and must be disseminated to all other Policy Board members by that member for discussion and agreement. A majority of the policy board must agree that the applicant is suitable. If agreed, the President will invite the applicant to become a member of the policy board and to attend the next meeting. Should nominations exceed vacancies, and the applicant is accepted for nomination, a record of their application will be kept by the secretary and they will be informed of the next vacancy. A check will be made that they are still suitable and still wish to join the policy board.
3.5 If a casual vacancy shall occur amongst elected members of the Policy Board, the Policy Board shall arrange for the election of another eligible member of the Company to fill the vacancy as soon as practicable after it has occurred.
3.6 The proceedings of the Policy Board shall not be invalidated by any failure to elect, or any defect in the election, appointment, co-option or qualification of, any member.
3.7 The Policy Board shall appoint and fix the remuneration of staff (not being members of the Policy Board) as may in its opinion be necessary.
3.8 The Policy Board may appoint such special or standing committees as may be deemed necessary by the Policy Board and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Policy Board as soon as possible.
3.9 In certain circumstances tenure of officers of the Policy Board may be agreed by members of the Policy Board to allow flexibility and continuity.
4. Determination of Membership of the Policy Board
4.1 The members of the Policy Board may be changed by the Trustees of the Company and such decisions shall be made at the absolute discretion of the Trustees.
4.2 A member of the Policy Board shall automatically cease to hold office if he or she:
4.2.1 Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
4.2.2 Resigns his or her office by notice in writing to the Policy Board; or
4.2.3 Is absent without the Policy Board’s permission from 3 consecutive meetings of the Policy Board and
5.1 Membership of the Company shall be open to:
5.1.1 individuals of 18 years and over who are:
22.214.171.124 Interested in furthering the work of the Company; and
126.96.36.199 Have paid the annual subscription applicable to the relevant category of Membership as laid down from time to time by the Policy Board mentioned below; and
188.8.131.52 Have delivered to the Company a duly executed application for membership in such form as the Policy Board shall require; and
5.1.2 Any body corporate or unincorporated association which is interested in furthering the Company’s work and has paid their annual subscription (any such body being called in this Constitution a `member organisation`)
5.1.3 Full Members may be individuals or member organisations. To qualify for Full Membership an individual must, in the opinion of the Policy Board hold a qualification relevant to the Objects for the time being of the Company and, in the case of a member organisation, such member organisation must in the opinion of the Policy Board, have objects that are relevant to the Objects for the time being of the Company.
5.1.4 The Policy Board shall, in addition to admitting Members as Full Members have power to admit such other persons as it shall consider appropriate, including students.
5.1.5 In this Constitution, the expression “member” refers to a Full Member.
5.1.6 Full members only are entitled to apply for and receive the annual Education Grant
5.2 The Policy Board shall have the right to approve or reject applications for membership and shall not be obliged to give any reasons for the refusal of any application for membership.
5.3 If, after due and proper enquiry the Policy Board is of the opinion that a member has been guilty of conduct which in its opinion renders such person unfit to remain a member of the Company, the Policy Board may by resolution remove his or her name from the register whereupon such person shall cease to be a member of the Company. Provided that the Member concerned or the Appointed Representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Policy Board, accompanied by a friend, before a final decision is made.
5.4 A person shall become a member upon the entry of his or her name and address in the register of members which should be kept in confidence by the Company
5.5 A member may only register with the Company for the purposes of these articles the address of his main residence or principal place of work.
5.6 A member may at any time withdraw from the Company by sending a written resignation to the Secretary (electronic communication shall be deemed sufficient). Refund of membership fees shall be at the discretion of the Policy Board. A member’s membership shall cease upon removal of that members name from the register of members of the Company.
5.7 Each member organisation shall appoint an individual to represent it and to vote on its behalf at General Meetings of the Company; and may appoint an individual as an alternative to replace the appointed representative at any meeting of the Company if the appointed representative is unable to attend. Any such appointment shall be by instrument in writing signed by an authorised signatory of the member organisation concerned and delivered to the Secretary of the Company.
6.1 The subscription of Full Members is to be fixed by the Policy Board who shall notify members of the subscription stating the period to which that subscription relates.
7. Rights of Members
7.1 Every member shall be entitled to the rights and privileges from time to time decided upon by the Policy Board according to the category of membership they hold, such rights and privileges shall include entitlement to attend the Company meetings on payment of the appropriate fee and eligibility to receive a copy of the Company newsletter.
7.2 Every member shall be fully subject to and bound by the terms of the Memorandum of Association, Articles of Association and Constitution of the Company.
8. Meetings of the Company
8.1 Once a year an Annual General Meeting of the Company shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Policy Board shall determine. At least 21 clear days’ notice of an Annual General Meeting appointing a person as a trustee or dissolving the Company shall be given in writing by the Secretary to each member. All other General Meetings of the Company or Annual General Meetings shall be called by 14 clear days’ notice but a general meeting may be called by shorter notice if it is so agreed:
8.1.1 in the case of an Annual General Meeting, by all members entitled to attend and vote; or
8.1.2 in the case of any other meeting, by a majority in number of members having a right to attend and vote, being a majority together holding not less than 95 per cent of the total voting rights at the meeting of the members.
The notice shall specify the time and place of the meeting and the general nature of business to be transacted and in the case of an Annual General Meeting shall specify the meeting as such. Electronic notice shall be sufficient.
8.2 A Special General Meeting of the Company may be called:
8.2.1 by the President of the Policy Board at any time at his/her discretion; or
8.2.2 within 21 clear days’ of the Secretary of the Company’s receipt of a written request (including reasons for the request) to hold a Special General Meeting signed by not less than 10 Full Members of the Company, whether individual or representative.
9. Rules of Procedure at Meeting of the Company
9.1 Quorum The quorum at a meeting of the Company shall be a minimum of ten Full Members of the Company for the time being.
9.2.1 Every Full Member shall have one vote, either at a General Meeting or on a ballot. Votes may be given by an individual either personally or by proxy. An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointer in such form as the Policy Board shall decide.
9.2.2 Except as expressly provided in this Constitution all resolutions to be decided at meetings of the Company or on a ballot shall be decided by a simple majority of those casting their votes.
9.2.3 Any objection as to the qualification of any voter shall be referred to the chairperson whose decision shall be final and conclusive.
9.2.4 If the chairperson authorises or directs voting shall be by ballot, a form of ballot paper shall be sent to every member entitled to vote at least 14 clear days’ before the date appointed for taking thereof. Every member wishing to vote by ballot shall sign the same personally and return the same so as to be received by the Policy Board at least 2 clear days before the date appointed. Any ballot paper not so signed or not received in time shall be invalid. The accidental omission to send a ballot paper or the nonreceipt of a ballot paper from a member shall not invalidate the ballot.
9.2.5 The Policy Board shall present to each Annual General Meeting the report and accounts of the Company for the preceding year. The report and accounts shall be placed on the website of the Company from time to time, and shall be contained within the ‘Members’ Area’ and this shall be sufficient.
10. Honorary Officers
10.1 Each of the following officers shall be members of the Policy Board:
10.1.1.1 There shall be a President, President Elect and Past President who shall hold office for a minimum of one year. Only members of the Policy Board shall be eligible to those offices.
10.1.1.2 The Policy Board shall by majority vote of those present elect a President Elect of the Company. The person elected to this post shall, subject to remaining a member of the Policy Board, without further election become President of the Company immediately following their year of office as President Elect.
10.1.1.3 The Policy Board may at any time fill the casual vacancy of the office of President or President Elect which may occur for whatever reason during his or her term of office.
10.1.2 Other Officers
10.1.2.1 The other officers of the Company (each of whom shall be a member of the Policy Board) shall be a Secretary, Treasurer, Safety Co-ordinator, Newsletter Editor, Membership Secretary, Website Liaison Officer, Society of Radiographers Liaison Officer, Course Coordinator and Conference Organiser but there shall be no obligation to ensure that at all times persons are appointed as officers for all of those categories.
10.1.2.2 A person may hold more than one of the offices described in this clause 10.
10.1.2.3 The officers referred to in clause 10.1.2.1 shall be appointed by the Policy Board for such time and upon such conditions as it may think fit. Any officer so appointed may also be removed by the Policy Board.
10.1.3.1 President: shall give the right to chair all Policy Board meetings and all General Meetings and will also have such powers and duties as may from time to time be determined by the Policy Board.
10.1.3.2 President Elect: shall during the absence or illness of the President exercise all the functions of the President. He/she will also have such powers and duties as may from time to time be determined by the Policy Board.
10.1.3.3 Secretary: shall issue notices of all Policy Board meetings and shall keep minutes of all such meetings and circulate those minutes to the Policy Board. He/she will conduct the correspondence of the Group on behalf of the BAMRR. The Secretary will place on the agenda any item that may be required by any member of the Policy Board. He/she will also have such powers and duties as may from time to time be determined by the Policy Board.
10.1.3.4 Treasurer: will regularly and from time to time and forthwith whenever requested by the Company or the President or the President Elect so to do, report to the Policy Board on the financial state of the Company. He/she will present accounts of revenue and expenditure to the Policy Board as requested and prepare final accounts for circulation to members at the Annual General Meeting. He/she will also have such powers and duties as may from time to time be determined by the Policy Board.
10.1.3.5 Safety Co-ordinator: shall be responsible for the dissemination of information pertaining to MR safety. He/she will also have such powers and duties as may from time to time be determined by the Policy Board.
10.1.3.6 Newsletter Editor: shall be responsible for the production of the Company newsletter. He/she will also have such powers and duties as may from time to time be determined by the Policy Board.
10.1.3.7 Membership Secretary: shall be responsible for maintaining the membership database and shall send out reminders and arrange for the annual subscriptions to be sent to the Treasurer as and when appropriate
10.1.3.8 Website Liaison Officer: shall keep the website current and up to date and shall deal with members’ queries received through the website, or forward these to an appropriate officer
10.1.3.9 Society of Radiographers Liaison Officer: shall disseminate relevant information between the Company and Society of Radiographers and provide good communication between the two parties whenever possible
10.1.3.10 Course Coordinator: shall organise short courses; basic and further MRI courses; and deal with all matters relating to education
10.1.3.11 Conference Organiser: shall organise the annual conference and Annual General Meeting of the Company
11. Rules of Procedure at Policy Board Meetings
11.1 All Policy Board meetings shall be held at such time and place and shall be convened upon such notice as the Policy Board may from time to time determine
11.2 No resolution relating to the conduct of the Company’s business or the exercise of its powers shall be valid unless passed at a Policy Board meeting. Any matter of which previous notice is not required may at the discretion of the chairman of the meeting be discussed without previous notice.
11.3 No business shall be transacted at any Policy Board meeting unless a quorum is present. Five members of the Policy Board shall be a quorum.
11.4 If a quorum is not present within one hour of the time appointed for the meeting or if during a meeting a quorum ceases to be present the meeting shall be dissolved and shall stand adjourned until such time and place as the Policy Board may determine.
11.5 The President or, in the President’s absence, the President Elect shall preside as chairperson at every Policy Board meeting. If neither of these are present within 15 minutes of the time appointed for holding the meeting and willing to act, the members of the Policy Board present shall elect one of their number to be chairperson.
11.6 The chairperson may with the consent of the Policy Board meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place. No business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.
11.7 At the request of any member of the Policy Board any resolution passed at a Policy Board meeting shall be referred to the next meeting for further consideration. In that event the resolution shall not become effective unless it is confirmed by a majority at that meeting provided always that a resolution which has been referred to a second meeting shall not be further referred at that meeting unless at least two-thirds of the members present vote in favour of the referral.
11.8 All decisions made at a Policy Board meeting shall be valid even if it is afterwards discovered that there was a defect in the appointment of any Policy Board member or that any Policy Board member was disqualified from holding office or had vacated office or was not entitled to vote.
11.9 Minutes shall be kept by the Policy Board and all other committees, and the appropriate secretary shall enter a record of all proceedings and resolutions. Minutes are to be stored electronically and accessible to the Policy Board.
11.10 The Policy Board shall have power to adopt and issue standing orders and/or rules for the Company. Such standing orders and/or rules shall come into operation immediately provided that they shall be subject to review by the Company in general meeting and shall not be inconsistent with the provisions of this Constitution.
12. Voting at Policy Board Meetings
12.1 At any meeting of the Policy Board each member shall have one vote. Any two members shall be entitled to demand a ballot on any given issue which shall be taken forthwith.
12.2 Questions arising at a meeting shall be decided by a simple majority of those present and entitled to vote.
12.3 Arrangements for proxy voting may from time to time be made by the Policy Board but no person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests.
12.4 A declaration by the chairperson that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried shall be conclusive evidence and an entry made in the minutes of the meeting.
12.5 In the case of an equality vote the chairperson shall be entitled to a second or casting vote.
12.6 Provided a member has disclosed to the Policy Board the nature and extent of any material interest, he or she may vote at any Policy Board meeting on any resolution notwithstanding that it in any way concerns or relates to a matter in which he or she has directly or indirectly any kind of interest whatsoever.
12.7 If such member shall vote on any such resolution his/her vote shall be counted or be taken into account in calculating the quorum present at the meeting
13.1 All moneys raised by or on behalf of the Company shall be applied to further the Objects of the Company and for no other purpose provided that nothing herein contained shall prevent:
13.1.1 the repayment to members of the Policy Board or of any committee appointed under clause 3.8 hereof of reasonable out-of-pocket expenses;
13.1.2 the Policy Board being entitled to effect policies of insurance or indemnity and paying any premiums thereon to cover the liability of the Policy Board (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Company; provided that any such insurance or indemnity shall not extend to any claim arising from any act or omission which the Policy Board (or any of them) knew to be a breach of trust, or breach of duty, or which was committed by the Policy Board (or any of them) in reckless disregard of whether it was a breach of trust or breach of duty or not.
13.2 No member of the Policy Board shall be appointed to any salaried office of the Company
14.1 A statement of the accounts for the last financial year shall be submitted by the Policy Board to the Annual General Meeting and shall be made available to the members through the website of the Company from time to time as aforesaid.
14.2 A bank account shall be opened in the name of the Company with such bank as the Policy Board shall from time to time decide. All cheques must be signed by the Treasurer, any expenses over £300 must be agreed by the President and the Treasurer before payment is made.
15. Trust Property
15.1 Subject to the provisions of clause 15.2, the Policy Board shall cause the title for all investments held by or on behalf of the Company to be vested either in corporation entitled to act as a custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Policy Board at their pleasure and shall act in accordance with the lawful directions of the Policy Board, provided that they only act in accordance with the lawful directions of the Policy Board, the holding trustees shall not be liable for the acts and defaults of members.
15.2 If a corporation entitled to act as a custodian trustee has not been appointed to hold the property of the Company, the Policy Board may permit any investments held by or in trust for the Company to be held in the name of a clearing bank, trust corporation or any stockholding company which is a member of the London stock Exchange Limited (or any subsidiary of such stockholding company) as nominees for the Policy Board and pay such a nominee reasonable and proper remuneration for acting as such.
15.3 The holding trustees shall be entitled to an indemnity out of the property of the Company for all expenses and other liabilities properly incurred by them in the discharge of their duties.
16. Alterations to the Constitution
The Constitution may be altered by a resolution of the Policy Board. Any such alterations shall be adopted by the Company immediately unless they are objected to by not less than half of the Full Members of the Company. Upon receipt of not less than half the Full Members’ objections to the alterations to the Constitution the alterations shall cease to have effect. If the Policy Board have not received notice of not less than half of the Full Members’ objections to the alterations to the Constitution within two months of the alterations being made, those alterations shall become final and binding provisions of the Company’s Constitution.
17.1 If the Policy Board by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Company, it shall call a meeting of all Full Members of the Company (who have the power to vote), of which meeting not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If such decision shall be confirmed by a two-thirds majority of those present and voting at such meeting the Policy Board shall have power to dispose of any assets held by or on behalf of the Company. 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 Company as the Full Members may determine at or before the time of dissolution.
18.1 Any notice to be given to or by any person pursuant to this Constitution shall be in writing (which shall include e-mail and fax) except that a notice calling a meeting of the Trustees or of the Policy Board need not be in writing.
18.2 The Company may give any notice to a member either personally, by e-mail, by fax, by posting it on the website of the Company from time to time within the ‘members’ area’ or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. A member whose registered address is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Company.
18.3 A member present in person at any meeting of the Company shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.
18.4 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice deemed to be given at the expiration of 48 hours after the envelope containing it was posted. In the case of notices sent by e-mail, proof that the e-mail was sent shall be conclusive evidence that the notice was given.
19. Local Branches and Local Groups
19.1 The Policy Board shall have power to establish local branches or local interest groups (“Local Groups”) for the furtherance of the said Objects. Each Local Group so established shall comply with and be subject to the following regulations:
19.1.1 the branch shall act in pursuance of the said Objects and of the policy of the Company and shall be subject to such conditions as may from time to time be laid down by the Policy Board;
19.1.2 the title of the Local Group shall be subject to the prior approval of the Policy Board. No Local Group shall be entitled to use the expression “British Association of Magnetic Resonance Radiographers” in its title unless at least one member of the Local Group’s governing body is a Full Member of the Company;
19.1.3 the Local Group will be deemed to have adopted the model rules for Local Groups as prescribed from time to time by the Policy Board unless it has, with the prior approval of the Policy Board, adopted other rules;
19.1.4 the Local Group may publish literature solely in the name of the Local Group for local purposes but such literature shall not contain any statement contrary to the said Objects or to the policy of the Company;
19.1.5 representation of whatever kind to other bodies and/or individuals may only be made by the Local Group through or with the approval of the Policy Board;
19.1.6 all legacies bequeathed to the Company shall be received by the Treasurer or other appropriate officer of the Company but, subject to any special trusts by which such legacies may be affected, the Policy Board shall have power to direct that any legacy or the income therefrom shall be paid to a particular Local Group;
19.1.7 the Local Group may be empowered by the Policy Board to receive donations and any money received or raised by it may be expended by the Local Group in its area solely for the furtherance of the said Objects. The Local Group shall make returns to the Company in such form as may from time to time be determined by the Policy Board;
19.1.8 subject to these regulations, the Local Group may generally manage its own affairs and shall be solely responsible for its own debts and liabilities and shall not pledge the credit of the Company or that of the Policy Board or any individual member of the Policy Board.