Constitution

1.0  Name

 

The name of the Association is “British Heart and Lung Transplant Association”. (“The BHLTA”)

 

2.0  Administration

 

Subject to the matters set out below the BHLTA and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause 7.0 of this constitution (“the Executive Committee’).

 

3.0  Objects

 

The BHLTA’s objects are:

 

3.1       to promote the donation of organs for heart and lung transplantation;

 

3.2       to develop and maintain links between the various centres which carry out or have carried out heart and lung transplantation in the UK;

 

3.3       to facilitate the participation of a UK Heart and Heart/Lung Transplant Team in the European Heart Transplant Games as and when they are held in Europe;

 

3.4       to liaise with other bodies concerned with the promotion of organ donation through the provision of recreational and sporting activities in the UK and elsewhere;

 

3.5       to play a full and active role in the development and maintenance of links with our European counterparts through membership of the European Heart Transplant Federation.

 

4.0  Powers

 

In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

 

 4.1      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;

 

4.2       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;           see note above

 

4.3       power to establish or support any charitable trust, associations or institutions formed for all or any of the objects;

 

4.4       power to appoint and constitute such advisory committees as the Executive Committee may think fit;

 

4.5       power to do all such other lawful things as are necessary for the achievement of the objects.

 

  1. Membership

 

5.1       Membership of the BHLTA shall be open to any patient support organisation attached to any centre in the UK which has carried out Heart or Heart/Lung transplants and has paid any annual subscription laid down from time to time by the Executive committee, (any such body being called in this constitution a “member organisation”).

 

5.2       Each member organisation shall appoint up to two* individuals one of which must have undergone heart, heart/lung or lung transplant surgery to represent it and to vote on its behalf at meetings of the BHLTA; each individual thus appointed shall have one vote.

 

5.3       Each member organisation shall notify the names of the individuals appointed by it to the secretary.  If the representative resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.

 

5.4       The Executive Committee may unanimously and for good reason terminate the membership of any individual or member organisation:  Provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

 

6.0  Honorary Officers

 

At the Annual General Meeting of the BHLTA the members shall elect from amongst themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

 

7.0  Executive Committee

 

7.1       The Executive Committee shall consist of not less than 8 representatives and no more than 12 including the honorary officers

 

7.2       The Executive Committee may in addition appoint no more than 3 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 meeting of the Executive Committee called under clause 10.1, 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.

 

7.2.1    All co-opted members become full members of the committee and have full voting rights.

 

7.3       All the honorary officers of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office, but they may be re-elected or re-appointed.

 

7.4       The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by a failure to appoint or any defect in the appointment or qualification of a member.

 

7.5       Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would, if appointed, be disqualified under the provisions of the following clause.

 

7.6       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 BHLTA.

 

8.0  Determination of Membership of Executive Committee

 

A member of the Executive Committee shall cease to hold office if he or she:

 

8.1       is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision;

 

8.2       become incapable by reason of mental disorder, illness or injury of managing and   administering his or her own affairs;

 

8.3       is absent without the permission of the Executive Committee held within a period of six months   and the Executive Committee resolve that his or her office be vacated; or

 

8.4       notify 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).

 

9.0  Executive Committee members not to be personally interested

 

9.1       Subject to the provisions of sub-clause (2) of this clause no member of the Executive Committee shall acquire any interest in property belonging to the BHLTA (otherwise than as a trustee for the BHLTA) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.

 

9.2       Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the BHLTA:  Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

 

10.0  Meetings and proceedings of the Executive Committee      

 

10.1     The Executive Committee shall hold at least one ordinary meeting 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 6 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.

 

10.2     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 numbers to be chairman of the meeting before any other business is transacted.

 

10.3     There shall be a quorum when at least five members of the Executive Committee are present at     a meeting provided that not less than half have undergone transplantation.

 

10.4     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.

 

10.5     The Executive Committee shall keep documented minutes, of the proceedings        at meetings of the Executive Committee and any sub-committee.

 

10.6     The Executive Committee may from time to time make and alter rules for the conduct of their meetings.

 

10.7     The Executive Committee may appoint one or more sub-committees consisting of three or more persons.                   

 

11.0  Receipts and Expenditure

 

11.1     The funds of the BHLTA, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the BHLTA at such bank, as the Executive Committee shall from time to time decide.  At least one honorary officer and any one of the four specified signatures of the Executive Committee must sign all cheques drawn on the account.

 

11.2     The funds belonging to the BHLTA shall be applied only in furthering the objects.

 

12.0     Property

 

            This is not applicable at the date of inauguration

 

13.0  Accounts

 

13.1     The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:

 

13.1.1  the keeping of accounting records for the BHLTA;

 

13.1.2  the preparation of annual statements of account for the BHLTA;

 

13.1.3  the auditing or independent examination of the statements of account of the BHLTA; and

 

  • the transmission of the statements of account of the BHLTA to the Commissioners.

 

13.2     The Treasurer will be required to present statement of accounts to the Annual General Meeting

 

14.0  Annual Report

 

The Executive Committee shall comply with their obligations under the Charities Act 1992  (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.

 

15.0  Annual Return

 

The Executive Committee shall comply with their obligations under the Charities Act 1992  (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.

 

 16.0  Annual General Meeting

 

16.1     There shall be an annual general meeting of the BHLTA, which shall be held in the month of October in each year or as soon as practicable thereafter.

 

16.2     The Executive Committee shall call every annual general meeting.  The Secretary shall give at least 42* days notice of the annual general meeting to all the members of the BHLTA. Each member organisation shall appoint up to two individuals, at least one of whom have undergone heart, heart/lung or lung transplant surgery to represent it and to vote on its behalf at the annual general meeting of the BHLTA; each individual thus appointed shall be entitled to attend and vote at the meeting.

 

16.2.1  Any articles for the agenda to be sent to the Secretary 28 days prior to the meeting.

 

16.3     Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting.  The chairman 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.

 

16.4     The Treasurer shall present to each annual general meeting the report and accounts of the BHLTA for the preceding year.

 

16.5     Nominations for the election of honorary officers to the Executive Committee must be made by members of the BHLTA in writing and must be in the hands of the secretary of the Executive Committee at least 28 days before the annual general meeting.  Should nominations exceed vacancies, elections shall be by ballot.

 

17.0  Special General Meetings

 

The Executive Committee may call a special general meeting of the BHLTA at any time.  If at least six members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting.  At least 21 day’s notice must be given.  The notice must state the business to be discussed.

 

18.0  Procedure at General Meetings

 

18.1     The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the BHLTA.

 

18.2     There shall be a quorum of at least 5, of which at least half have to be transplant recipient; members of the BHLTA for the time being are present.

 

19.0  Notices  

 

Any notice required to be served on any member of the BHLTA shall be in writing or e-mail and shall be served by the secretary of the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed, or by e-mail, to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

 

 

20.0  Alterations to the Constitution

 

20.1     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 an annual general meeting.  The notice of he meeting must include notice of the resolution, setting out the terms of the alteration proposed.

 

20.2     No amendments may be made to clause 1.0 (the name of the BHLTA), clause 3.0 (the objects of the BHLTA), clause 9.0 (Executive Committee members not to be personally interested), clause 21.0 (dissolution of the BHLTA) or this clause without the prior consent in writing of the Commissioners.

 

20.3     No amendment may be made which would have the effect of making the BHLTA cease to be a BHLTA at law.

 

20.4     The Executive should promptly send to the Commissioners a copy of any amendment made under this clause.

 

21.0  Dissolution of the BHLTA

 

If the Executive Committee decides that it is necessary or advisable to dissolve the BHLTA it shall call a meeting of all members of the BHLTA, of which not less than 35 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 BHLTA.  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 BHLTA as the members of the BHLTA may determine, or failing that shall be applied for some other charitable purpose.  A copy of the statement of accounts, or account and statement, for the final accounting period of the BHLTA must be sent to the Commissioners.

 

22.0  Arrangements until first Annual General Meeting

 

Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document.

 

September 2003