Notice of Annual General Meeting (Proposed Resolution)

NOTICE IS HEREBY GIVEN that a General Meeting of PSC Support (Charity Commission Registered 1115615) will be held at the John Radcliffe Hospital, Lecture Theatre 1, Academic Centre, at 3pm on 28 September 2013 to consider and vote upon the following resolution:

That the following Clauses are amended/added/removed as detailed:

 

Clause 3 Add m) To advance public awareness of PSC and liver disease, the treatment of liver disease and the prevention of liver disease.

Clause 3 - Powers

To achieve this charitable objective, the Charity will have the following powers:

a) To accept subscriptions and donations;

b) To take such lawful steps by appeals at public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Charity in the form of donations, subscriptions or otherwise;

c) To borrow or raise money for the purposes of the Charity on such terms and such security as may be thought fit;

d) To print and publish, or procure to be printed and published, or to procure to be circulated, (whether gratuitously or not), any newspapers, periodicals, magazines, books, pamphlets or other documents that be deemed desirable for the promotion of the objectives of the Charity;

e) To invest monies of the Charity not immediately required for its purposes in or upon such investments, securities or properties, as may be thought fit; and in particular, to support financially any medical organisations, charities, associations and individual medical practitioners who are actively involved in PSC research, which are agreed;

f) To establish and support, or aid in the establishment and support of, or become a member of or co-operate with any charitable organisations or institutions, whether incorporated or not, and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Charity or calculated to further its objectives;

g) To employ such persons as may be necessary in the carrying out and general implementation of these rules, and to provide for, arrange and implement the training for such purposes;

h) To act as a pressure group, and to join other such liver support groups in improving liver services;

i) To keep abreast of the treatment and causes of PSC, and to collate this information and send it to members;

j) To provide a forum for patients to discuss their illness;

k) To work actively for organ donation;

l) To do all such things as are incidental or necessary for the attainment of the above objectives or any of them.

m) To advance public awareness of PSC and liver disease, the treatment of liver disease and the prevention of liver disease.

 

Clause 6 - Officers of the Charity

Remove “A vice-Chairperson”

Clause 6 - Officers of the Charity

There shall be the following Officers of the Charity:

A Chairperson, who must be such person who is, from time to time, a Trustee of the Charity,

A Treasurer,

A Secretary,

and such other Officers as the members of the Charity may from time to time elect.

No person who is not a registered member of the Charity shall be eligible to be an Officer.

 

Clause 7 - Removal of Officers

Remove “or Vice-Chairperson”

Clause 7 - Removal of Officers

Any Officer of the Charity shall cease to be an Officer if

(a) he shall fail to attend three consecutive meetings of the Committee except by leave of the Chairperson, or

(b) by notice in writing addressed to the Secretary he resigns his office, or

(c) the Committee by a majority of two-thirds of such of the Committee members as shall be present at a meeting duly convened for the purpose shall resolve that an Officer be removed, or

(d) he is guilty of misconduct, or is incapable by reason of mental or physical disability of performing his duties, or becomes "non sui juris"(not able to act in his own legal capacity), or has appointed an attorney without whom he may not act in matters real or personal, or commits any act of bankruptcy or indicative of insolvency, or makes any arrangement or composition with his creditors or suffers any distress or execution to be levied on his goods.

 

Clause 10 - Meetings of the Members of the Charity

Replace ‘”six calendar months” with “nine calendar months”.

Clause 10 - Meetings of the Members of the Charity

(a) There shall be an Annual General Meeting of the Members of the Charity held within nine calendar months of the end of the Charity’s financial year;

 

Clause 11 - Chairperson

Remove “or failing that person, the Vice-Chairperson,”

Clause 11 - Chairperson

The Chairperson shall preside if present at the meetings of the Committee and of the Members of the Charity and, failing this, the meeting shall elect its own Chairperson. The Chairperson of the meeting shall have a casting vote in addition to that person’s ordinary vote, in the event of an equality of votes.

 

Clause 12 – Finance

Replace

“b) The Treasurer shall cause proper books of account to be kept with respect to:-

i. all sums of money received and expended by the Charity and the matters in respect of which such receipts and expenditure take place;

ii. all sales and purchases of goods by the Charity; and

iii. the assets, credits and liabilities of the Charity;

c) Proper books shall be kept to give a true and fair view of the affairs of the Charity and to explain the transactions; “

with

“b) The Trustees must comply with their obligations under the Charities Act 2011 with regard to:

i the keeping of accounting records for the Charity;

ii the preparation of annual statements of account for the Charity;

iii  the transmission of the statements of account to the Commission;

iv  the preparation of an Annual Report and its transmission to the Commission;

v the preparation of an Annual Return and its transmission to the Commission.

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

Clause 12 - Finance

a) The Charity's financial year shall end on the 5th day of April in each year;

b) The Trustees must comply with their obligations under the Charities Act 2011 with regard to:

i the keeping of accounting records for the Charity;

ii the preparation of annual statements of account for the Charity;

iii  the transmission of the statements of account to the Commission;

iv  the preparation of an Annual Report and its transmission to the Commission;

v the preparation of an Annual Return and its transmission to the Commission.

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

d) All payments of money to be made on behalf of the Charity shall be applied towards the object of the Charity as set out in its Constitution, and shall be approved by the Committee except that when it is not practicable to obtain the Committee’s prior approval payment may be made on the written authority of two of the Officers and the payment so made shall be submitted for approval at the next meeting of the Committee;

e) The Committee shall make adequate arrangements for the security and safe custody of all monies and books belonging to the Charity.

 

 

Clause 15 – Dissolution

Delete “If the Charity resolves by a simple majority of those present and voting that the Charity shall be dissolved, any assets remaining after the satisfaction of all proper debts and liabilities shall be given to such other charity or charities preferably having objects similar to those of the Charity as the Charity may decide, provided that”

Replace “unless notice in writing, setting out the terms of the resolution, shall have been sent to every Member of the Charity not less than eight weeks before the date of the meeting at which it is to be considered.” with “unless notice setting out the terms of the resolution is given not less than eight weeks before the date of the meeting at which it is to be considered, in writing, or by email, or by Newsletter or by publication on the charity's website.”

Add

a) If the members resolve to dissolve the charity the Trustees will remain in office as Charity Trustees and be responsible for winding up the affairs of the charity in accordance with this clause.

b) The Trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the Charity.

c) The Trustees must apply any remaining property or money:

(i) directly for the objects;

(ii) by transfer to any charity or charities for purposes the same as or similar to the Charity;

(iii) in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.

d) The members may pass a resolution before or at the same time as the resolution to dissolve the Charity specifying the manner in which the trustees are to apply the remaining property or assets of the Charity and the Trustees must comply with the resolution if it is consistent with paragraphs (i) – (iii) inclusive in sub-clause (c) above.

(e) In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the Charity (except to a member that is itself a Charity).

(f) The Trustees must notify the Commission promptly that the Charity has been dissolved. If the Trustees are obliged to send the Charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Charity’s final accounts.

Clause 15 - Dissolution

No resolution to dissolve the Charity shall be considered unless notice setting out the terms of the resolution is given not less than eight weeks before the date of the meeting at which it is to be considered, in writing, or by email, or by Newsletter or by publication on the charity's website.

a) If the members resolve to dissolve the charity the Trustees will remain in office as Charity Trustees and be responsible for winding up the affairs of the charity in accordance with this clause.

b) The Trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the Charity.

c) The Trustees must apply any remaining property or money:

(i) directly for the objects;

(ii) by transfer to any charity or charities for purposes the same as or similar to the Charity;

(iii) in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.

d) The members may pass a resolution before or at the same time as the resolution to dissolve the Charity specifying the manner in which the trustees are to apply the remaining property or assets of the Charity and the Trustees must comply with the resolution if it is consistent with paragraphs (i) – (iii) inclusive in sub-clause (c) above.

(e) In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the Charity (except to a member that is itself a Charity).

(f) The Trustees must notify the Commission promptly that the Charity has been dissolved. If the Trustees are obliged to send the Charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Charity’s final accounts.

 

Clause 17

Add “Nothing in this constitution shall authorise an application of the property of the charity for purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and/or section 2 of the Charities Act (Northern Ireland) 2008.”

Clause 17

This Constitution is governed by the relevant laws of the United Kingdom.

Nothing in this constitution shall authorise an application of the property of the charity for purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and/or section 2 of the Charities Act (Northern Ireland) 2008.

 

Add Clause 18 - Conflicts of interests and conflicts of loyalties

Clause 18 - Conflicts of interests and conflicts of loyalties

A Charity Trustee must:

a) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not been previously declared; and

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

Any Charity Trustee 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 Charity Trustees on the matter.

Dated 28 August 2013