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BATH CANCER UNIT SUPPORT GROUP

Charity registration No. 292643

CONSTITUTION

adopted on the 11^thday of January 2012
amended on the 5^th day of December 2012
amended on the 11^th day of April 2018

A NAME

The name of the association is Bath Cancer Unit Support Group (“the Charity”).

B ADMINISTRATION

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

C OBJECTS

The Charity’s objects (“the objects”) are to relieve sickness by supporting the work of the Oncology and Radiotherapy Unit at the Bath Royal United Hospital and other health units (to include, but not by way of limitation, clinics, surgeries and hospitals) providing the same or similar or related services for patients in Bath and the surrounding area, in particular by raising money to purchase equipment and provide facilities and services (including, but not by way of limitation, the financing of medical and other staff to provide additional care and also additional staff training) (provided that the Charity shall not undertake any permanent trading activities in raising any such monies) not provided by the local health authority or by any trust associated with the National Health Service which administers and governs the Bath Royal United Hospital.

D POWERS

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

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;

subject to clause I, power to employ such paid or unpaid staff, agents or advisors (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for paid staff and their dependants;

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;

power to buy, take on lease or to exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;

power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;

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

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

power to provide advice;

power to publish or distribute information;

(11) power to make grants or loans of money and to give guarantees;

(12) power to set aside funds for special purposes or as reserves against future expenditure;

(13) power to deposit or invest its funds in any manner (but to invest only after obtaining such advice from a financial expert as the Executive Committee consider necessary and having regard to the suitability of investments and the need for diversification);

(14) power to delegate the management of investments to a financial expert, but only on terms that:

(a) the investment policy is set down in writing for the financial expert by the Executive Committee;

(b) timely reports of all transactions are provided to the Executive Committee;

(d) the Executive Committee is entitled to cancel the delegation arrangement at any time;

(e) the investment policy and the delegation arrangement are reviewed at least once a year;

(f) all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Executive Committee on receipt; and

(g) the financial expert must not do anything outside the powers of the Charity;

(15) power to insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required;

(16) power to pay for indemnity insurance for the members of the Executive Committee;

(17) power to enter into contracts to provide services to or on behalf of other bodies;

(18) power to establish or acquire subsidiary companies to assist or act as agents for the Charity; and

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

E MEMBERSHIP

Membership is open to individuals over eighteen who are approved by the Executive Committee.

(a) The Executive Committee may only refuse an application for membership, if acting reasonably and properly, they consider it to be in the best interests of the Charity to refuse the application.

(b) The Executive Committee must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

(c) The Executive Committee must consider any written representations the applicant may make about the decision. The Executive Committee’s decision following any written representations must be notified to the applicant in writing but shall be final.

Membership is not transferable to anyone else.

The Executive Committee must keep a register of names and addresses of the members which must be made available to any member upon request.

F HONORARY OFFICERS

At the annual general meeting of the Charity the members shall elect from amongst themselves a chairman, a vice chairman, a secretary and a treasurer who shall hold office from the conclusion of that meeting.

G EXECUTIVE COMMITTEE

The Executive Committee shall consist of not less than four members nor more than twenty-five members being:

the honorary officers specified in the preceding clause;

not less than one and not more than twenty-one members elected at the annual general meeting who shall hold office from the conclusion of that meeting.

The Executive Committee may in addition appoint not more than four 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 special meeting of the Executive Committee called under clause J 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.

Each member of the Executive Committee will serve a term of office of three years. A retiring member of the Executive Committee who remains qualified may be re-elected or re-appointed.

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

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

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 Charity.

A retiring member of the Executive Committee is entitled on written request to an indemnity from the continuing members at the expense of the Charity in respect of any liabilities properly incurred while he or she held office.

H DETERMINATION OF MEMBERSHIP OF EXECUTIVE COMMITTEE

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

is disqualified from acting as a charity trustee by virtue of Section 178 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);

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

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

ceases to be a member of the Charity (but such a person may be reinstated by resolution of all the other members of the Executive Committee on resuming membership of the Charity before the next annual general meeting);

notifies 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); or

is removed by a resolution passed by all the other members of the Executive Committee after they have invited the views of the individual concerned and considered the matter in the light of any such views;

I EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED

The property and funds of the Charity must be used only for promoting the objects and do not belong to the members or the Executive Committee.

No member of the Executive Committee may receive any payment of money or other material benefit (whether direct or indirect) from the Charity except:

under sub-clauses D(16) (indemnity insurance) and I(3) (contractual payments);

reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Charity;

interest at a reasonable rate on money lent to the Charity;

a reasonable rent or hiring fee for property let or hired to the Charity;

an indemnity in respect of any liabilities properly incurred in running the Charity (including the costs of a successful defence to criminal proceedings);

(f) payment to a company in which the member of the Executive Committee has no more than a 1 per cent shareholding;

(g) charitable benefits in his or her capacity as a beneficiary; and

(h) in exceptional cases, other payments or material benefits (but only with the prior written approval of the Commissioners).

(3) A member of the Executive Committee may not be an employee of the Charity, but a member of the Executive Committee or connected person may enter into a contract with the Charity to supply goods or services in return for a payment or other material benefit, but only if:

the goods or services are actually required by the Charity;

the nature and level of the benefit is no more than reasonable in relation to the value of the goods or services and is set at a meeting of the members of the Executive Committee in accordance with the procedure in sub-clause I(4); and

not more than one third of the members of the Executive Committee are interested in any such contract in any one financial year.

(4) Whenever a member of the Executive Committee has a personal interest in a matter to be discussed at a meeting of the Executive Committee or a sub-committee, he or she must:

declare an interest before the meeting or at the meeting before discussion begins on the matter;

(b) be absent from that part of the meeting unless expressly invited to remain in order to provide information;

(d) be absent during the vote and have no vote on the matter.

J MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE

The Executive Committee shall hold at least two ordinary meetings 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 4 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.

A meeting of the Executive Committee may be held either in person or by suitable electronic means agreed by the Executive Committee in which all participants may communicate with all other participants.
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 number to be chairman of the meeting before any other business is transacted.

There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee (whichever is the greater) are present at a meeting.

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.

A resolution which is in writing and signed by all the members of the Executive Committee is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.

The Executive Committee shall keep minutes, in books kept for the purpose of the proceedings at meeting of the Executive Committee and any sub-committee.

The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee; provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

K RECEIPTS AND EXPENDITURE

The funds of the Charity, including all donations contributions and bequests shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.

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

L PROPERTY AND FUNDS

Funds which are not required for immediate use (including those which will be required for use at a future date) must be placed on deposit or invested in accordance with sub clause D(13) until needed.

(2) Investments and other property of the Charity may be held:

(a) in the names of the members of the Executive Committee for the time being (or in the corporate name of the members of the Executive Committee if incorporated under the Charities Act 2011);

in the name of a nominee company acting under the control of the Executive Committee or of a financial expert acting on their instructions;

(c) in the name of not less than three individuals appointed as holding trustees for the Charity who may be appointed (and removed) by resolution of the Executive Committee;

(d) in the name of a trust corporation as a holding trustee for the Charity, which must be appointed (and may be removed) by deed executed by the Executive Committee; and

(e) in the case of land, by the Official Custodian for Charities under an order of the Commissioners or the Court.

(3) Documents and physical assets may be deposited with any company registered or having a place of business in England and Wales as custodian.

(4) Any nominee company acting under sub-clause L(2)(b), any trust corporation appointed under sub-clause L(2)(d) and any custodian appointed under sub-clause L(3) may be paid reasonable fees.

M ACCOUNTS

The Executive Committee shall comply with their obligations under the Charities Act 2011 (or any statutory re-enactment or modification of that Act) with regard to:

the keeping of accounting records for the Charity;

the preparation of annual statements of account for the Charity;

the auditing or independent examination of the statements of account of the Charity; and

the transmission of the statements of account of the Charity to the Commissioners.

N ANNUAL REPORT

The Executive Committee shall comply with their obligations under the Charities Act 2011 (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.

O ANNUAL RETURN

The Executive Committee shall comply with their obligations under the Charities Act 2011 (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.

P RECORD KEEPING

The Executive Committee must keep proper records of:

(a) all proceedings at general meetings;

(b) all proceedings at meetings of the Executive Committee;

(d) all professional advice obtained.

Accounting records relating to the Charity must be made available for inspection by any member of the Executive Committee at any time during normal office hours and may be made available for inspection by members if the Executive Committee so decide.

A copy of the Charity’s latest available statement of account must be supplied on request to any member of the Executive Committee or any member. A copy must also be supplied, within two months, to any other person who makes a written request and pays the Charity’s reasonable costs.

Q ANNUAL GENERAL MEETING

There shall be an annual general meeting of the Charity which shall be held in the month of March in each year or as soon as practicable thereafter.

Every annual general meeting shall be called by the Executive Committee. The Secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the Charity specifying the business to be transacted. All the members of the Charity shall be entitled to attend and vote at the meeting.

The person appointed as chairman at the previous annual general meeting of the Charity 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.

At an annual general meeting the members:

receive the accounts of the Charity for the previous financial year;

receive the report of the Executive Committee on the Charity’s activities since the previous annual general meeting;

accept the retirement of those elected members of the Executive Committee who wish to retire or are retiring by rotation;

in accordance with sub-clause Q(5) elect members of the Executive Committee to fill the vacancies arising;

elect a chairman to hold office from the end of the annual general meeting until the end of the next annual general meeting;

appoint an auditor or independent examiner for the Charity where required;

may confer on any individual (with his or her consent) the honorary title of Patron, President or Vice-President of the Charity; and

discuss and determine any issues of policy or deal with any other business put before them by the Executive Committee.

Nominations for election to the Executive Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies election shall be by ballot.

R SPECIAL GENERAL MEETINGS

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

S PROCEDURE AT GENERAL MEETINGS

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

There shall be a quorum when at least one third of the number of members of the Charity for the time being or three members of the Charity, whichever is the greater, are present at any general meeting.

Except where otherwise provided by this constitution, every issue at a general meeting is determined by a simple majority of votes cast by the members present in person.

Except for the chairman of the meeting, who has a second or casting vote, every member present in person is entitled to one vote on every issue.

T NOTICES

Any notices required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Executive Committee on any member either by suitable electronic means, personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom noted in the register of members. Any notice so sent shall be deemed to have been received:

(a) 24 hours after being sent by electronic means or delivered by hand to the relevant address;

(b) two clear days after being sent by first class post to that address;

on being handed to the member personally or, if earlier, as soon as the member acknowledges actual receipt.

(2) A technical defect in the giving of notice of which the members or the Executive Committee are unaware at the time does not invalidate decisions taken at a meeting.

U ALTERATIONS TO THE CONSTITUTION

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 a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
No amendment may be made to clause A (the name of charity clause), clause C (the objects clause), clause I (Executive Committee members not to be personally interested clause), clause V (the dissolution clause) or this clause without prior consent in writing of the Commissioners.

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

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

V DISSOLUTION

If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 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 Charity. Any assets remaining after satisfaction of any proper debts and liabilities shall be (a) given or transferred to such other exclusively charitable institutions within, the same as or similar to the objects of the Charity as the members of the Charity may determine, (b) directly for the objects of the Charity or charitable purposes within or similar to the objects of the Charity or failing that shall be (c) applied for some other charitable purpose consistent with charitable status as the Commissioners approve in writing in advance. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity and a full report must be sent to the Commissioners.

W INTERPRETATION

‘charity trustees’ has the meaning prescribed by section 177 of the Charities Act 2011;

‘connected person’ means any spouse, partner, parent, child, brother, sister, grandparent or grandchild of a member of the Executive Committee, any firm of which a member of the Executive Committee is a member;

‘custodian’ has the meaning prescribed by section 17(2) of the Trustee Act 2000;

‘financial expert’ means an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000;

‘financial year’ means the Charity’s financial year;

‘firm’ includes a limited liability partnership;

‘indemnity insurance’ means insurance against personal liability incurred by any member of the Executive Committee for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the member of the Executive Committee concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty;

‘independent examiner’ has the meaning prescribed by section 145(3) of the Charities Act 2011;

‘material benefit’ means a benefit which may not be financial but has a monetary value;

‘nominee company’ means a corporate body registered or having a place of business in England and Wales;

‘trust corporation’ has the meaning prescribed by section 205(1)(cxxviii) of the Law of Property Act 1925 (but does not include the Public Trustee); and

‘written’ or ‘in writing’ refers to a legible document on paper including a fax message.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

Signed

MR JOHN RICHARD CARTER

MR BARTOLOMEO POLLEDRI

MR MICHAEL PHILIP COOMBS

MISS CAROLINE ANN GILLEECE

DR EDWARD DANIEL GILBY

DR HELEN MARGARET MORGAN

DR REBECCA LOUISE BOWEN

MS JANE ELLEN MARGETTS

MR LESLIE ROBERT DYMOND