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THE BRITISH ASSOCIATION OF PAEDIATRIC ENDOSCOPIC SURGEONS

(BAPES) 1999, 2006, 2007, 2009

1. Name:
British Association of Paediatric Endoscopic Surgeons (BAPES).

2. The objects of the Association are:

a. To foster the development of endoscopy and minimally invasive techniques in foetuses, newborns, infants, children and young people across the U.K. and Ireland.

b. To advance public education and to raise and maintain the standards of paediatric endoscopy and minimally invasive therapy.

c. The promotion and encouragement of medical research particularly in the field of minimally invasive therapy.

d. The dissemination of the work of the Association and the interaction with other national and inter-national societies.

e. Such other activities as the Association shall from time to time deem necessary.

3. In furtherance of such objects the Association shall have the power:

a. To promote and carry out research, surveys, and investigations and disseminate the useful results of such activities.

b. To interact with representatives of patient support groups, charitable trust, voluntary organisations, government departments, statutory authorities and individuals.

c. To raise funds by inviting and receiving contributions from any person by way of subscription, donation, grant, loan, or legacy.

d. To support, organise or assist in organising for, the holding of meetings, seminars, lectures, training courses and exhibitions.

e. To collect information on all matters affecting such objects and exchange information with other bodies having similar objects.

f. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts in the name of the Association.

g. To invest monies, borrow monies on the security or otherwise, and acquire, change or otherwise dispose of property subject to such consents (if any) as may be required by law.

h. To employ such persons to perform such duties as necessary for the proper administration of the Association.

i. To do all other lawful things as are necessary to enhance the professional values and assets of the Association.

4. Membership of the Association shall involve:

a. Membership shall be open to any registered medical practitioner from within and outside the U.K. who has involvement or interest in the diagnostic or therapeutic aspects of paediatric endoscopy and minimally invasive techniques.

b. All applications for membership shall be made in writing (containing under taking to be bound by the constitution) and approved by the Committee. Delivery of the application shall be accompanied by the prescribed subscription determined by the Committee.

c. Members shall be entitled to vote at meetings in accordance with this constitution.

d. The Committee may admit to Honorary Membership of the Association individuals who
have rendered special service to the Association or the practice of medicine. An Honorary Member shall be entitled to attend all general meetings, speak but not vote and not pay a subscription.

e. The Committee may refuse any application without giving reasons.

f. The Committee may by special resolution expel any Member at any time provided no less than 21 days notice have been given and the Member concerned has been given a reasonable opportunity to be heard in defence. An expelled member shall lose all privileges of membership without prejudice to any claims that the Association may have. The Committee by resolution may re-admit to membership any Member so expelled on such terms as it may determine.

g. Unless the Committee shall suspend the operation of this article, a Member shall automatically cease to be a Member:

i. If his name is erased from the register of medical practitioners or therein suspended.
ii. If he maybe suffering from a mental disorder confirmed by independent opinion.
iii. If he fails to pay the prescribed subscription with a period of time determined by the treasurer.

h. A member may terminate membership by giving notice in writing at least 3 months before the day when his subscription shall next be due.

5. General meetings.

a. The Association shall hold a general meeting every year as its annual general meeting at such a time and place as may be determined by the Committee.

b. All other general meetings shall be called Extraordinary General Meetings.

c. The Committee may call general meetings and on the requisition of no less than ten Members shall forthwith proceed to convene an extraordinary meeting for a date not later than eight weeks after receipt of the requisition, or in default the meeting may be convened by the requisitionists.

d. A meeting (annual or extraordinary general) called for the passing of a special resolution or otherwise shall be called by at least 21 clear days’ notice. With the consent of all the Members entitled to attend and vote at the meeting, a meeting may be convened by such notice as those Members think fit. The notice shall specify the time, place and general nature of the business to be transacted. The notice shall be given to all Members.

e. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

f. No business shall be transacted at any general meeting unless a quorum is present. Ten Members present shall be a quorum.

g, If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to another day within eight days at the same place or to such a time and place as the Committee may determine. If at such an adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present in person shall be a quorum.

h. The President or in his absence some other member of the Committee nominated by the Committee shall preside as chairman of the meeting. If no member of the Committee is present or willing to act as Chairman within 30 minutes of the time appointed for holding the meeting, the Members present shall choose Chairman.

i. The Chairman may with the consent of a meeting, adjourn the meeting from time to time and place to place, but 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. When a meeting is adjourned for 2 weeks or more, at least 7 clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted.

j. Subject to Article 7, section g., a resolution put to the vote of a general meeting shall be decided by a show of hands unless before, or on the declaration of the result, or the show of hands, a poll is duly demanded. A poll may be demanded by the chairman or at least four Members having right to vote.

k. Any resolution shall be tabled in writing at least 7 days prior to the meeting.

l. A poll shall be in writing and shall be taken as the Chairman directs and he may appoint
scrutineers and fix a time and place for a declaring the result.

m. In the case of an equality of votes, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

n. A poll demanded on the election of a Chairman or on a question of adjournement shall be taken forthwith. A poll demanded on any other matters shall be taken either forthwith or at such time and place as the Chairman directs not being more than 30 days after the poll is demanded. The demand for the poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded.

o. On a show of hands every Member who is present in person shall have one vote and on a poll one vote. No member shall vote unless all monies in respect of subscription have been paid,

p. No objection shall be raised to the qualification of any voter except at the meeting at which the vote objected to is tendered. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.

6. Members of the Committee:

a. There shall be a Committee.

b. The number of executive Members of the Committee shall be five. Each Executive Member shall have one vote at meetings of the Committee. Additional non-executive Members may be co-opted onto the Committee by the executive Members to a maximum of two in total. The non-executive Members shall serve for two years and shall be entitled to attend all Committee meetings to speak but not vote. All Members of the Committee must also be Members of the Association.

  • Except in the case of the present founder Committee Members, the Committee shall be elected by the membership by postal ballot in the three months preceding the annual general meeting. There shall be one President, one Past President or one President Elect, one Secretary, one Treasurer and two ordinary Members within the Committee (ratified Nov 2009)

There shall be one president, one secretary and one treasurer elected within the
Committee
i) and the President has to have been, or currently be an Executive (ratified AGM 2006), (taken out AGM 2009 see 6d-iii below)

ii) There shall be one president, one past president, one secretary, one treasurer and two ordinary members within the Committee. All Office bearers within the Executive Committee shall be chosen and elected soley by the Committee. Anyone wishing to stand for election to President has to be or previously have been a member of the Committee (taken out by 6d iii, 2009). A new President shall be voted upon by a single vote ballot with votes being sent to the incumbent President. A simple majority decision shall be accepted as a standing result. In the case of a tied vote then the incumbent President shall have the casting vote. Executive Members wishing to stand for Presidency shall not be entitled to a vote.(ratified AGM 2008

iii) Except in the case of the present founding Committee Members, the Committee (including President, Secretary, and Treasurer) shall be elected by the membership by postal ballot preferably in the three months preceding the annual general meeting, All members of the committee shall be voted upon by a single vote ballot with the votes being sent to the President and Secretary. A simple majority decision shall be accepted as a standing result. In the case of a tied vote the President shall have the casting vote. A new President (president Elect) shall be elected and become a member of the Committee one year before the due date (Ratified AGM Nov 2009)

e. A the 3rd Annual General Meeting all the present founder Committee Members shall retire from office, but each shall be eligible for re-election. No more than two Members of the Committee shall change in any one year.

f. At the first general election date, five Executive Members of the Committee shall be elected from the Members. The first member receiving the greatest number of votes shall serve for four years; the next two for 3 years; and the last two for 2 years.

g. Subject to Article 6, sections e. and f. those Committee Members to retire shall be those who have been longest in office since their last appointment or re-appointment.

The President shall serve for two years, secretary for three years, treasurer four year and ordinary committee members three years. (ratified AGM 2006).
The treasurer will sevre three years (ratified AGM 2009)

h. The Committee Members shall be eligible for re-election to the same office or any other office.

i) Except for the founding committee, two consecutive years shall lapse before any committee member becomes eligible for second election to the same office or any other office. This makes it explicit that the President cannot re-apply for re-election as President (ratified AGM 2006)

ii) Except for the Founding President, Secretary, Treaurer and Ordinary Members and subject to Article 6, Section C, the President shall serve for two years, the past president for 1 year, the Secretary for three years, the Treasurer for four years and Ordinary Committee Members for three years.(ratified AGM 2007)

i. No person shall be appointed or re-appointed an elected Committee member at any meeting unless:
i. He is recommended by the Committee, or
ii. Not less than eight weeks notice signed by a member entitled to vote has been given to the Association, stating the name and address together with a consent of that person to be elected.

j. A member shall cease to be a Member of the Committee if:
i. he resigns his office by notice to the Association.
ii. he ceases to be a member of the Association.
iii. he has been absent without permission of the Committee for two consecutive meetings.

7. Proceedings of the Committee:

a. The Committee may meet together for the dispatch of business, adjourn and otherwise regulate its meeting as it thinks fit. Ordinary meetings of the Committee shall be held at least once a year (ratified AGM 2006).

b. The President on the request of a Committee member shall, at any time summon a Committee meeting and give at least three weeks notice. It shall not be necessary to give notice of a Committee meeting to any member for the time being absent from the U.K. and Ireland.

c. Questions arising at meetings shall be decided by a majority of votes. In the case of an equality of the votes the president shall have a second or casting vote.

d. No business shall be transacted at the Committee meeting unless a quorum is present. The quorum may be fixed by the Committee, and unless so fixed at any other number shall be three executive Members.

e. The provisions of Article 5, sections g. and i. shall apply to meetings of the Committee.

f. The business of the Association shall be managed by the Committee who may exercise all the powers of the Association. No alteration of the Constitution shall be made by the Committee without direction from the Association at an annual general meeting.

g. The President shall be the chairman of the Committee, but if at any meeting the President is not present within 15 minutes the Committee Members may choose one member to chair the meeting.

h. The Committee may act notwithstanding any vacancy in its body, but, if and so long as its number is reduced below the number as the necessary quorum of numbers the Committee may act for the purpose of increasing the number of Members to the number, or of summoning a general meeting, but for no other purpose.

i. Not less than 30 days before a general meeting, the secretary shall give notice to all who are entitled to receive notice of the Executive Committee Members retiring and of any person who is recommended by the Committee for appointment as an elective executive Committee member at the meeting or in respect of whom notice has been duly given to the Association of the intention to propose him at the meeting. If the number of candidates notified exceeds the number of Committee Members to be elected:

i. The secretary shall send to each member a voting paper which shall contain the number of vacancies to be filled up; the names of retiring executive Members; the names and addresses of the candidates and their respective nominators; the day being one clear day before the general meeting is to take place on which the voting paper must be returned; a notice that inappropriately completed voting paper will be void.

ii. The voting papers shall be opened and counted by the secretary and retained for not less than 30 days.

iii. The secretary shall report to the annual general meeting: the total number of voting papers received; the number if any rejected; the number of votes in favour of each candidate; the names of the candidates elected.

j. The Committee may, at its discretion, upon the application of Members, authorise the formation of a section (or sub-Committee). The Committee may delegate any of its powers to any section or sub-Committee consisting of at least one Committee member and such other Members, whether or not Committee Members, as the Committee may think fit.

k. All acts done by any meeting of the Committee, or any person acting as a Committee Member shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member, or that they or any of them were disqualified, be as valid as if every such member had been duly appointed and was qualified to be a Committee Member.

l. A resolution in writing, signed by all the Committee Members shall be as valid and effectual as if it had been passed at a Committee meeting duly convened.

m. The member of the Committee may be paid all expenses properly incurred in connection
with the discharge of their duties. No member shall be entitled to remuneration for his service as a Committee member.

8. The Committee shall have power to make, alter or revoke Bye-laws, which are not inconsistent with this constitution. Bye-laws may be made, altered or revoked in connection with membership, subscription, committees, sections and proceedings of the Committee.

9. The Committee shall cause minutes to be made in connection with all proceedings at meetings of the Association. All minutes shall be open to inspection by any officer or member.

10. Accounts shall be prepared on an annual basis and presented to the Annual General Meeting.

11. Every Member of the Committee or other officer of the Association shall be indemnified out of the assets of the Association against liability incurred by him in relation to the affairs of the Association.

12. This Constitution may be altered by a special resolution of the Members in a general meeting.

13. On dissolution the assets of the Association shall not be distributed among the Members but, after provision has been made for meeting all outstanding debts, they shall be transferred to such other institutions having objects similar to those of the Association as the Members in the general meeting shall direct.