CONSTITUTION

1. Name

The society shall be known as "The Neuroanaesthesia Society of Great Britain and Ireland” (referred to in this constitution as "the Society").

2. Principal Address

The address for all official correspondence shall be care of The Association of Anaesthetists, 21, Portland Place, London W1B 1PY

3. Objects

The Society's general objects are:-

3.1 To promote and advance education in and the study of the art and science of neuroanaesthesia and neurointensive care, principally by means of the exchange of information among the Society's Members for the benefit of the general public, and in furtherance thereof:-

3.1.1 To promote high standards of practice and patient care in the fields of neuroanaesthesia and neurointensive care;

3.1.2 To encourage research in the fields of neuroanaesthesia and neurointensive care;

and without prejudice to the foregoing generality the Society shall have the following particular objects:-

3.2 To arrange and provide for the holding of meetings, lectures and classes, including an Annual Scientific Meeting, to provide a forum for the exchange and advancement of knowledge on neuroanaesthesia and neurointensive care;

3.3 To award annual prize(s) for the best paper(s) submitted to the Society on a subject concerning neuroanaesthesia or neurointensive care; and

3.4 To offer advice to appropriate bodies or individuals concerning neuroanaesthesia and neurointensive care.

4. Powers

To further the above objects, the Society may:-

4.1 Employ and pay any person or persons to supervise, organise and carry on the work of the Society;

4.2 Make reasonable provision, and at the minimum to comply with the law as amended from time to time in relation to the provision of pensions, for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants;

4.3 Engage and pay fees to professional and technical advisers/consultants to assist in the work of the Society;

4.4 Establish local branches when and where considered to be necessary with such powers as may be considered by the Society to be appropriate;

4.5 Bring together in conference and work in liaison with representatives of voluntary organisations, government departments, local and other statutory authorities and individuals;

4.6 Take out membership of such organisations as are considered to be in the interests of and compatible with the objects of the Society;

4.7 Promote and carry out or assist in promoting and carrying out research, surveys and investigations and, where considered appropriate, publish the results;

4.8 Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses;

4.9 Collect and disseminate information on all matters affecting the objects and exchange such information with other bodies having similar objects, whether in this country or overseas;

4.10 Cause to be prepared and printed or otherwise reproduced and circulated, free of charge or for payment, such papers, books, periodicals, pamphlets or other documents or recorded media (whether audio or visual or both) as shall further the objects;

4.11 Purchase, take on lease or exchange, hire or otherwise, acquire any property and any rights and privileges considered appropriate for the promotion of the objects and construct, maintain and alter any buildings, considered appropriate for the work of the Society;

4.12 Make regulations for the management of any property which may be so acquired;

4.13 Sell, let, grant securities over, dispose of or turn to account, all or any of the property or assets of the Society;

4.14 Borrow or raise money for the objects and accept gifts in such terms and on such security as shall be deemed to be appropriate;

4.15 Raise funds and invite and receive contributions from any person or persons by way of subscription or otherwise;

4.16 Invest the funds of the Society not immediately required for the objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may at the time be imposed or required by law; and

4.17 Do all such other lawful things as are incidental or conducive to the attainment of the objects.

5. Membership

Full Membership

5.1 Full Membership of the Society shall be open to all anaesthetists in Great Britain and Ireland who are involved or interested in the care of neurosurgical patients and those requiring neurointensive care and who support the aims and objectives of the Society.

5.2 A Full Member who retires from clinical practice shall be eligible to become an Associate Member (retired) upon request to the Honorary Secretary. Associate Members (retired) shall have all the rights and obligations of Associate Members.

Associate and Trainee Membership

5.3 Associate Membership is open to anyone who wishes to contribute to the aims of the Society but does not qualify for Full Membership.

5.4 Trainee Membership is open to any trainee who attends a scientific meeting of the Society and who wishes to contribute to the aims of the Society, subject to Clause 6.3. No membership fee shall be paid by a Trainee Member and membership shall continue for one year after the first attendance at a scientific meeting by that Trainee Member.

5.5 Save as specifically provided otherwise in this constitution, Associate and Trainee Members shall have the same rights and obligations as Full Members.

5.4 Trainee members shall not be entitled to attend any meeting of the Society except a scientific meeting.

5.5 The number of Associate Members shall always be less than the number of Full Members.

5.6 Associate Members may not vote on any resolution to amend this constitution.

5.7 Associate and Trainee Members are ineligible for election to Council.

5.8 Associate and Trainee Members may not call for the holding of an extraordinary general meeting.

5.9 Associate Members may be subject to a different level of annual subscription to Full Members.

5.10 The annual subscriptions payable by Members shall be fixed at each annual general meeting of the Society having regard to any recommendation made by the Council. Any member who has not paid an annual subscription within three months of the renewal date will be removed from membership. They may reapply for membership in the current manner. The method of payment shall be determined by Council.

6. Application for and Termination of Membership

6.1 In this constitution, "Members" means Full Members, Associate Members and Trainee members unless the contrary intention appears, and "Member" and "Membership" shall be construed accordingly.

6.2 Any person applying for Full or Associate Membership must be proposed by two Full Members and shall submit an application form signed by the applicant and the proposing Full Members to the Honorary Secretary. The application shall be put before the next meeting of the Council which shall decide, at its discretion, to refuse or admit an applicant to Membership.

6.3 Any person applying for Trainee Membership shall submit an application form signed by the applicant and their training supervisor to the Honorary Secretary. The Honorary Secretary shall decide, at his or her discretion, to refuse or admit an applicant to Trainee Membership.

6.4 The Council shall have the right for good and sufficient reason to terminate the Membership of any person at any time. It shall be considered good and sufficient reason for the purposes of this clause that the Member no longer contributes to the aims of the Society or has failed to pay a subscription payment as provided for in clause 5.10 above.

7. The Council

7.1 With the exception of those powers which are specifically stated in this constitution to be exerciseable by the Members, the management and control of the Society shall be undertaken by the Council whose duty it shall be to fulfil the objects of the Society (subject to any conditions imposed from time to time by the Society in general meeting) and to provide for the administrative management and control of the affairs and property of the Society. 

7.2 The Council are authorised and shall have power to take any decisions and enter into policy or business arrangements on behalf of the Society at its own discretion where any matter affecting the Society requires attention before the next general meeting.

7.3 The Council shall comprise the President, the Honorary Secretary and the Honorary Treasurer as Executive Officers, the Immediate Past President and up to six Members elected from the full membership of the Society.

7.4 Any casual vacancy arising between General Meetings may be filled by the Council. The new council member's position must be ratified by the Society at the next General meeting.

7.5 The proceedings of the Council shall not be invalidated by any failure to effect or any defect in the election, appointment, co-option or qualification of any Member.

7.6 The Council may co-opt members of the Society for the purpose of conducting specific areas of business. At no time shall the number of co-opted members exceed the number of Ordinary Members. Co-opted members shall not have the right to vote at meetings of Council.

7.7 The Council may allocate specific roles to individual members as may be necessary from time to time to conduct the business of the Society. Such roles will include, but not be limited to, areas such as education, training, scientific affairs, publicity and communication.

7.8 The Council may appoint such special or standing committees or sub-committees as may be considered appropriate and shall determine their respective terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees or sub-committees shall be reported back to the Council as soon as possible.

7.9 The Council shall have power to discuss affiliation of the Society with other learned bodies having related aims, but shall not effect any such affiliation without the authority of the Society in general meeting.

7.10 The Council shall appoint and fix the remuneration of such staff as may in its opinion be appropriate, save that paid staff shall not be members of the Council.

Executive Officers

7.11 The President, who shall hold office for a period of two years or, if earlier, until he or she resigns or is otherwise removed. No person shall normally serve more than one term as President, unless the continuation of a further term of up to two years is agreed by the membership to be in the interests of the advancement of the Society. The President's duties shall include the outside representation of the Society and its interests, the general direction of the affairs of the Society and chairing the meetings of Council.

7.12 The Honorary Secretary, who shall hold office for a period of three years or, if earlier, until he or she resigns or is otherwise removed. The Honorary Secretary may be re-elected to a second term of office but no person shall serve more than two successive terms as Honorary Secretary. The Honorary Secretary's duties shall include coordinating Council meetings and general meetings, dealing with correspondence on behalf of the Society, maintaining lists of Members and assisting the President in the performance of his or her duties.

7.13 The Honorary Treasurer, who shall hold office for three years, or if earlier, until he or she resigns or is otherwise removed. The Honorary Treasurer may be re-elected to a second term of office but no person shall serve more than two successive terms as Honorary Treasurer. The Honorary Treasurer's duties shall include keeping a record of all monies paid and received by the Society, arranging for the auditing of accounts and their presentation to the annual general meeting and advising the Council and the Members generally in matters relating to the financial affairs of the Society.

7.14 The foregoing references to terms of office are without prejudice to the right of any Executive Officer to resign office at any time on giving not less than 14 days' prior written notice to the Council, or to the right of the Society in general meeting to remove any Executive Officer from office by means of a simple majority of votes cast to that effect.

Members of Council

7.15 Members of Council shall hold office for three years, or if earlier, until he or she resigns or is otherwise removed. Council Members may be re-elected to a second three year term of office. For a member who is initially co-opted on to the Council the three year period shall commence from the General Meeting at which that co-opted council members position is ratified.

7.16 Following a second consecutive term, a Council Member must leave office but he/she may be re-elected as a Council Member after a minimum period of one year.

7.17 The foregoing references to terms of office are without prejudice to the right of any Members of Council to resign office at any time on giving not less than 14 days' prior written notice to the Council, or to the right of the Society in general meeting to remove any Members of Council from office by means of a simple majority of votes cast to that effect.

8. Nomination and election of Council

Executive Officers

8.1 Members of the Council who have served for at least two years shall be eligible to serve as Honorary Secretary or Honorary Treasurer and those who have served for at least three years shall be eligible to serve as President. Any nomination of a Council Member for appointment as an Executive Officer shall be valid only if received by the Honorary Secretary not later than 14 days before the date of the meeting of Council prior to the Annual General Meeting of the Society. The nomination must be made in writing and proposed by two members of Council and accompanied by the written consent of the Council Member so nominated to stand for election. A member of Council may not nominate himself or herself. Should nominations exceed vacancies, election shall be by ballot of the Council.

Qualifications for Council Membership

8.2 Full Members of the Society shall be eligible to serve as Members of Council. Nominations for appointment as a Member of Council shall be requested by the Honorary Secretary on the behalf of the Council. Nominations will be valid only if made in writing to the Honorary Secretary by two Full Members and accompanied by the written consent of the Member so nominated to stand for election. A Member may not nominate himself or herself. Should nominations exceed vacancies, election shall be by postal or electronic ballot of all Full Members of the Society.

9. General Meetings

9.1 An annual general meeting of the Society shall be held at such time (not more than fifteen months after the holding of the preceding annual general meeting) and at such place as the Council shall determine, but subject to the annual general meeting being held jointly with the Annual Scientific Meeting unless there is good reason not to do so. At least one month's notice of the meeting shall be given in writing by the Honorary Secretary to each Member. At each annual general meeting, the business shall include the consideration of the annual report on the work of the Society, the approval of the audited accounts, the appointment of an auditor or auditors, motions submitted by the Council or by Members and the transaction of such other matters as may from time to time be appropriate.

9.2 The Council may at any time call an extraordinary general meeting of the Society.

9.3 The Honorary Secretary shall call an extraordinary general meeting of the Society if requested in writing to do so by at least three Full Members. Such request must be received at least three months before the earliest date proposed for such extraordinary general meeting and must be accompanied by a statement of the reasons for such request and an agenda for the meeting. An extraordinary general meeting need not be held on any of the dates specified in such request but must be held no later than four months (or, where this would result in the meeting being held in August, five months) from the date of receipt by the Honorary Secretary of the request.

10. Rules of Procedure at Meetings

10.1 Quorum. The quorum at a meeting of the Society shall be Twenty Full Members. The quorum at a meeting of the Council shall be two Executive Officers and two Members.

10.2 Voting. Unless it is otherwise specified in this constitution, all questions arising at any meeting of the Society shall be decided by a simple majority of the votes cast. Arrangements for proxy voting may from time to time be made by the Council provided that no such arrangements shall be made with regard to any matter of the kind described in Clauses 12 and 13. In the case of an equality of votes, the person taking the chair at the meeting shall have a second or casting vote. Questions arising at a meeting of the Council shall be decided by a simple majority of the votes cast and, in the case of an equality of votes, the President shall have a second or casting vote.

10.3 Minutes. The Council shall ensure that minutes are kept of all general meetings and of all meetings of the Council and committees and sub-committees containing in each case, a note of those attending and the chair and a record of all proceedings, resolutions and decisions.

10.4 Standing Orders. The Council shall have the power to adopt standing orders for the Society and its committees. Such standing orders, which will be consistent with and complementary to the terms of this constitution, shall come into operation immediately but may be amended by the Society in general meeting. The Society in general meeting may issue policy directions in relation to the content of standing orders for the Society and its committees. The Council shall, in that event, be bound to follow such directions in formulating such standing orders.

11. Finance

11.1 All funds raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose; the preceding provision shall not, however, prevent the payment in good faith of reasonable and proper remuneration to any employee of the Society and fees to professional and technical advisers or the repayment to members of the Council or any other committee or sub-committee appointed under Clause 7.6 of reasonable out-of-pocket expenses.

11.2 The Honorary Treasurer shall keep proper accounting records and shall prepare the proper accounts annually which are necessary to comply with the requirements of all applicable legislation and at such other intervals as the Council may direct.

11.3 The accounts shall be examined or audited as the case may be at least once a year by the auditor or auditors in accordance with the current requirements in force under Charities Commission legislation.

11.4 If the auditor appointed at the annual general meeting (or, if more than one auditor was appointed, all the auditors) ceased to hold that appointment during the period between annual general meetings, the Council shall have the power to appoint a replacement auditor or auditors, to hold office until the annual general meeting which next follows.

11.5 An audited statement of the accounts for the last financial year shall be submitted by the Council to the annual general meeting.

11.6 A bank account shall be opened in the name of the Society with such banks and/or building societies as the Council shall from time to time decide. The Council shall authorise in writing four members of the Council (one of whom shall be the Honorary Treasurer) to sign cheques on behalf of the Society. All cheques must be signed by not less than two of the four authorised signatories.

11.7 Trustees of the Society shall be appointed in an appropriate number to satisfy the Charities Commission. Trustees shall be appointed by the Council, normally from the body of Past Presidents and their appointment reported at the Annual General Meeting of the Society. The term of office for a Trustee will normally be five years, renewable for a second term of five years.

12. Property

12.1 The title to all property, heritable and moveable, which may be acquired by or on behalf of the Society, shall be vested in the names of the President, the Honorary Secretary and the Honorary Treasurer for the time being ex officio or in the names of Trustees of a Trust established for that purpose.

13. Alterations to the Constitution

13.1 A resolution to alter this constitution shall not be valid unless:-

13.1.1 A simple majority of the votes cast by Full Members in relation to the resolution at a general meeting of the Society are in favour; and

13.1.2 Notice (setting out the terms of the proposed alteration) shall have been given to the Honorary Secretary at least three months before the meeting at which the alteration was proposed and such notice shall have been circulated to the Full Members with notice of the meeting.

13.2 No alteration shall be made which would have the effect of causing the Society to cease to be recognised by the Charities Commission, the Inland Revenue's Financial Intermediaries and Claims Office or such other offices as may replace those offices, as a charity.

14. Dissolution

14.1 If the Council, by a simple majority, decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Society, it shall call a special general meeting of the Society, of which meeting not less than twenty one days' notice (stating the terms of the resolution to be proposed at the meeting) shall be given. If such decision is confirmed by a two-thirds majority of the votes cast in relation to the resolution at such meeting, the Council shall sell such of the assets of the Society as they may consider appropriate for the best price reasonably obtainable and settle the debts and liabilities of the Society. Any assets remaining after the satisfaction of such debts and liabilities shall be given or transferred to such other charitable organisations or organisations having objects similar to the objects of the Society as the Council may determine.

15. Applicable Law

15.1 The interpretation of this constitution and the acting's of the society shall be governed by the Law of England and Wales.

20^th April 2007