THE BRITISH SOCIETY OF PAEDIATRIC DENTISTRY CONSTITUTION
Adopted 21 September 2017
Clause 1 Name.
1.1.1 The name of the Society is the British Society of Paediatric Dentistry, hereafter called BSPD;
1.1.2 The BSPD was formerly called the British Paedodontic Society and the Constitution was adopted in 1969. The Constitution was subsequently amended in 1976, 1981, 1991, 1995, 1996, 1998, 2007, 2011, 2012, 2015 and 2017;
1.2.1 It is an unincorporated body registered with the Charity Commissioners for England and Wales, and The Office of the Scottish Charity Regulator. The BSPD operates throughout the United Kingdom of Great Britain and Northern Ireland. Throughout this Constitution, "charitable" means charitable in accordance with the law of England and Wales provided that it will not include any purpose which is not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005. For the avoidance of doubt, the system of law governing the Constitution of the charity is the law of England and Wales.
1.2.2 The BSPD is a "Registered Charity" numbers 273365 and SC040260 and operates under the Charities Act 1960, 1992, 1993, Statutory Instruments 1995 No.2724, 2696 and any subsequent legislation.
Clause 2 Administration
2.1 Subject to the matters set out below the BSPD shall be administered and managed in accordance with this Constitution by the members of the Executive Committee constituted by Clause 5 of this Constitution;
2.2 The headquarters for the BSPD is c/o The Royal College of Surgeons of England, 35-43 Lincoln's Inn Fields, London WC2A 3PE.
Clause 3 BSPD Organisational Structure
3.1 Individual members of BSPD shall belong to a geographical regional group called a "Regional Branch" (Clause 9);
3.2.1 Furthermore individual members of BSPD may belong to one or more of the non- regional groups called the "Teachers of Paediatric Dentistry Branch" (the Teachers’ Branch) and the "Specialists in Paediatric Dentistry Branch" (the Specialists’ Branch), (Clause 7);
3.2.2. Furthermore individual members of BSPD may belong to special interest groups approved by Council of BSPD (Clause 7) which shall be "Affiliated Groups";
3.3.1. Branches shall have representation to the Council (Clause 7) of the BSPD and shall have one vote at Council meetings;
3.3.2 Affiliated Groups may have representation to the Council of BSPD at their own expense. They shall not have a vote at Council meetings;
3.4. Officers (Clause 7.1.1) shall be elected from Full Members of the BSPD and shall form the Executive Committee (Clause 5) and shall act as Trustees of the BSPD.
Clause 4 Object
4.1 The object of the BSPD is to further the oral health of children
Clause 5 The Executive Committee
5.1.1 The Executive Committee shall consist of the nine Officers of the BSPD as specified in Clause 7.1.1. An Assistant (7.1.6), if co-opted with Council’s approval, shall become a member of the Executive Committee for one year. The President shall have the casting vote if required;
5.1.2 Items for the agenda proposed for the Executive Meeting shall be submitted to the Honorary Secretary not less than seven days before the meeting;
5.2. The Honorary Secretary shall summon the Executive Committee at not less than seven days’ notice to meet as often as required, but at least twice a year to:-
1) Manage and administer the affairs of the BSPD as Trustees of the Charity;
2) Comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of the Act) with regard to:
(a) The keeping of accounting records for the BSPD, the preparation of Annual Accounts in accordance with the provisions of the Charities Acts 1992 and 1993 and the Charities (Accounts and Reports) Regulations 1995 and any statutory modification or amendment thereof, the independent examination of those statements of account and the transmission of the statements of account of the BSPD to the Charity Commissioners;
(b) The preparation of an Annual Report and its transmission to the Charity Commissioners;
5.3.1 Subject to the prior written approval of the Charity Commissioners and the provisions of this Clause and Clause 5.3.2 no member of the Executive Committee may:
- Receive any benefit in money or in kind from the BSPD;
- Have a financial interest in the supply of goods or services to the BSPD;
- Acquire or hold any interest in the property of the BSPD (except in order to hold it as a Trustee of the Charity).
5.3.2 The Executive Committee shall have power to provide indemnity insurance for themselves out of the income of the BSPD. The insurance shall not extend to:
- Protect the BSPD from loss arising from the neglect or defaults of its Trustees, employees or agents.
- Indemnify the Trustees or the BSPD against the consequences of any neglect or default on their part.
The cost involved in providing such insurance shall be disclosed in the annual accounts.
5.4 Shall give advice and guidance to Council and shall seek advice and guidance from Council;
5.5 Shall respond promptly and effectively on behalf of the BSPD to matters which concern the Society or interests of Paediatric Dentistry;
5.6 Shall promote the BSPD and its objects within the medical and dental professions, with private health care providers, with the National Health Service and among the public;
5.7 The Executive Committee may appoint one or more sub-committees consisting of two or more members of the Executive Committee and such others as deemed suitable 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 sub-committee shall be fully and promptly reported to the Executive Committee;
5.8 Minutes of the Executive Committee meetings shall be kept by the Honorary Secretary in an electronic archive and copies shall be circulated to all Council members;
5.9.1 A record of all BSPD financial transactions and funds of the BSPD shall be kept by the Honorary Treasurer in an electronic archive. A summary of such records shall be circulated at Council Meetings;
5.9.2 All donations and contributions shall be paid into an account or accounts operated by the Honorary Treasurer and other members of the Executive Committee in the name of the BSPD at such a bank or banks as the Executive Committee shall from time to time decide. All monies drawn on the account must be authorised by at least two members of the Executive Committee;
5.9.3 The Honorary Treasurer shall collate the Branches’ annual accounts with the BSPD accounts in conjunction with the other members of the Executive Committee to fulfil Clause 5.2.2;
5.10 Funds belonging to the BSPD shall be applied only in furthering the object of the BSPD;
5.11 Any Member of the BSPD or Member of the Council may make representations to and attend the Executive Committee Meetings, but will not be eligible to vote;
5.12 a quorum of the Executive Committee shall be 4 Officers of the BSPD.
Clause 6 Powers
6.1 In furtherance of the object but not otherwise the Executive Committee may exercise the following powers:-
(a) 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;
(b) Power to employ such staff (who shall not be members of the Executive Committee or of the Council) as are necessary for the proper pursuit of the objects of the BSPD and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(c) Power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the object or of similar charitable purposes and to exchange information and advice with them;
(d) Power to be affiliated with the other British or International health care organisations at the discretion of the Executive Committee;
(e) Power to appoint publishers to enable the BSPD to publish a scientific and educational journal promoting the oral health of children;
(f) Power to establish or support any charitable trusts, associations or institutions formed in furtherance of the object;
(g) Power to appoint and constitute such advisory committees and working parties as the Executive Committee may think fit;
(h) Power to do all such other lawful things as are necessary for the achievement of the object of the BSPD.
Clause 7 The Council
7.1.1 The Council consists of the Officers of the BSPD (President, Immediate Past President, President Elect, Vice President Designate, Honorary Secretary, Honorary Treasurer, Honorary Membership Secretary, BSPD Honorary Editor of the journal and Media Officer), one elected representative from each Branch and the BSPD representatives of the Specialist Advisory Committee in Paediatric Dentistry (SAC);
7.1.2 Such others as deemed suitable by Council may attend Council meetings as observers;
7.1.3 The President Elect and Vice President Designate shall be elected annually at the BSPD AGM and at the end of one year shall become President and President Elect respectively;
7.1.4 The President may serve for only one year, at the end of the term of office the President shall become the Immediate Past President. A former President shall not be eligible for re-election as President until three years have elapsed since their term of office;
7.1.5 The Honorary Secretary, Honorary Treasurer and Honorary Membership Secretary shall be elected annually at the AGM. These Officers shall hold office for one year and shall normally be eligible for re-election for not more than five consecutive years unless there are exceptional circumstances when, at the discretion of the Executive Committee, an extended term of office can be approved at the AGM;
7.1.6 From time to time the Hon. Secretary, Hon. Treasurer or the Hon. Membership Secretary may require assistance from an "Assistant" who shall be co-opted with Council’s approval and shall serve for one year only. The Assistant becomes a member of the Executive Committee and a Trustee for that one year;
7.1.7 The BSPD Honorary Editor of the journal shall be elected annually at the AGM. This Officer shall hold office for one year and shall normally be eligible for re-election for not more than five consecutive years;
7.1.8 The Council shall nominate two Members of the BSPD to represent the BSPD when requested by the SAC;
7.1.9 Each Council Member shall be entitled to attend and vote at the Council Meetings. The President shall have the casting vote;
7.2.1 The Council shall meet at least once a year and as often as deemed necessary for the proper conduct of BSPD business including all matters concerning membership, finance, commissioning and preparing reports and policy documents;
7.2.2 The Council may appoint sub-committees consisting of three or more Council Members and other BSPD Members as deemed necessary for the purpose of performing any duty or function which in the opinion of the Council would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any sub-committee shall be fully and promptly reported to the Council and recorded in the minutes;
7.2.3 The BSPD Honorary Secretary shall summon the Council to meet at not less than six weeks notice;
7.2.4 Matters proposed to be discussed at a Council Meeting shall be submitted in writing to the BSPD Honorary Secretary not less than 4 weeks prior to the meeting;
7.2.5 Council shall seek advice and guidance from the Executive Committee and shall give advice and guidance to the Executive Committee;
7.2.6 Minutes of the Council Meetings shall be kept by the Honorary Secretary in an electronic archive and copies shall be circulated to all members of the Council;
7.3 Each year the Honorary Membership Secretary shall keep an electronic record of all Full, Associate, Retired and Honorary Life Members of the BSPD which shall be available to the Council;
7.4 A quorum of the Council shall be 10 Members, at least 3 of whom shall be Executive Committee Members.
Clause 8 Membership
8.1 Membership of the BSPD shall be open to:-
8.1.1 Dentists entitled to practise in the United Kingdom, who shall become Full Members on payment of an annual subscription as determined at an Annual General Meeting upon the recommendation from Council;
8.1.2 Dental students, dental therapists, dental hygienists, dental health educators, dental nurses and such others as may be determined from time to time, who shall become Associate Members on payment of a reduced annual subscription as determined in Clause 8.1.1. They shall enjoy all the privileges of membership except the right to vote at a BSPD Annual General Meeting or at a BSPD Extra-ordinary General Meeting. An Associate Member shall neither be a Council Member nor hold office in the Executive Committee. Branches if they wish, may encourage Associate Members to hold office in their Branch;
8.1.3 Retired dentists who were entitled to practise in the U.K, who shall become Retired Members on payment of a reduced annual subscription as in clause 8.1.1 and shall enjoy all the privileges of Full Membership;
8.1.4 Persons who have made contributions of a major character to the advancement of child oral health may be elected to Honorary Life Membership. Applications and appointments shall be made in line with the "Honorary Membership Criteria" document. Honorary Life Members shall have all the privileges of Full Membership. The total number of Honorary Life Members shall not exceed 20;
8.2.1 Every Member shall have one vote at their Branch meetings;
8.2.2 Every Member shall be entitled to attend the BSPD Annual General Meeting and any BSPD Extra-ordinary General Meeting. With the exception of Associate Members, every Member shall have one vote at BSPD meetings;
8.3 The Executive Committee may unanimously and for good reason terminate the membership of any individual, Branch or Affiliated Group: Provided that the individual concerned or the appointed representatives of the Branch or Affiliated Group shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.
Clause 9 Branches
9.1 The BSPD shall consist of a number of Branches. Each Branch shall annually elect Honorary Officers, being a Chairman, Secretary and Treasurer who will be part of its membership list of not less than 10 people;
9.2 Each Branch shall meet to enable members to share ideas, knowledge, experience and to contribute to national policy making to further the objects of the BSPD;
9.3 Each Branch shall recruit new members and involve members in the Branch and BSPD organisation;
9.4.1 The Regional Branches shall receive monies annually from the Honorary National Treasurer, as determined by an AGM, in order to run their local activities (Clause 10.2). Payment of subscriptions by members shall be made to the honorary National Treasurer via the Headquarters (Clause 2.2).
9.4.2 Branches shall raise money to support local and national activities of the BSPD;
9.4.3 Each Branch shall use the BSPD charity registration number.
9.4.4 It is the aim of each Branch to remain solvent. The Trustees are responsible for debts incurred by a Branch. Therefore, unless written authority has been obtained from the Executive Committee, a Branch shall not carry out activities which shall lead into debt;
9.4.5 All funds held by a Branch will be the legal property of the BSPD, whether or not the Branch has a separate bank, building society or other savings account, and any amounts held which are surplus to the running costs of that Branch may be recalled to Central funds in order to maximise financial return, to meet the objectives of BSPD and to satisfy the investments and reserves requirements of the Charities Commission; notwithstanding Clause 9.4.6.
9.4.6 The Branches’ Honorary Officers shall administer all funds held by a Branch. In exceptional circumstances access may be had to all of a Branch’s funds after an appropriate resolution has been passed at either a BSPD Annual General Meeting or at a BSPD Extra-ordinary General Meeting;
9.5 Each Branch shall elect a Full or Retired Member to be the Council Member who shall represent it for up to three consecutive years on the Council of BSPD. An alternate may be appointed to attend any Council meeting if the Council Member is unable to attend. After three years the Council Member shall not be eligible to represent their Branch again until one year has elapsed;
9.6.1 Notification of the names and addresses of the Regional and non-regional Branches’ Honorary Officers and Council Member shall be submitted to the BSPD administrator by the 1st September each year.
9.6.2 The Teachers’ Branch and Specialists’ Branch shall submit a list of their members on request from the Executive or Council;
9.7.1 Any Member whose subscription is two months in arrears shall be reminded by the Honorary Membership Secretary. If the subscription is not paid within four weeks of the reminder being sent, the Member will cease to be a BSPD Member;
9.7.2 The Regional Branch Secretaries may request a list of their members from the Honorary Membership Secretary.
9.8 The accounting reference date shall be the last day in May each year for the BSPD and its Branches;
9.9 Each Branch's Honorary Officers shall submit a copy of the Branch's Accounts and Report to the BSPD Honorary Treasurer by the 30th June each year to enable the Annual Accounts and Report for the whole Society to be prepared;
9.10 Each year by the 15th June every Branch shall submit a copy of their proposed programme of educational activities for the forthcoming year to the BSPD administrator so that they may be added to the BSPD website and published;
9.11 Each Branch shall send a report of its activities for the past year to be published by the BSPD administrator by the 15th June each year.
Clause 10 General Meetings
10.1 There shall be an Annual General Meeting of the BSPD in September each year or as soon as practicable thereafter. Not less than four weeks written notice shall be sent to every Member by the Honorary Secretary. A quorum shall be 25 voting Members, at least four of whom shall be Executive Committee Members of BSPD;
10.2 The Order of Business shall be available at the AGM and shall be:
(a) Adopt the Minutes of the previous AGM;
(b) Election of Honorary Life Members;
(c) Adopt new Branches or Affiliated Groups;
(d) The Executive Committee shall present the Report and Accounts of the BSPD for the preceding year;
(e) Recommendation of the subscription rates;
(f) Election of Officers for the coming year;
(g) Valedictory address;
(h) Presidential address;
(i) Any other relevant business;
and the Honorary Secretary shall keep a full record of the proceedings;
10.3 Nominations for the election of the Officers must be made by members of the BSPD in writing and received by the Honorary Secretary not less than three weeks before the AGM. The nominee must indicate their agreement in writing and the application should be supported by two Full Members. Should nominations exceed vacancies, election shall be by ballot of those present and eligible to vote;
10.4 No officer shall be entitled to act as a member of the Executive Committee whether as a first or as a subsequent entry into office until after signing a declaration of acceptance and willingness to act as a Trustee in the interests of the charity;
10.5 An Extra-ordinary General Meeting shall be convened whenever requested by the Executive Committee, Council or one fifth of the total number of Full Members of the BSPD. Four weeks’ notice shall be sent to every Member by the Honorary Secretary. No other business than that specified in the notice may be dealt with at such a meeting. A quorum shall be 25 voting Members, at least four of whom shall be Executive Committee Members of BSPD. The Honorary Secretary or other person appointed by the Executive Committee shall keep a full record of the proceedings which shall be incorporated in the electronic archive;
Clause 11 Alterations to the Constitution
11.1 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 eligible to vote at an AGM or an EGM. The notice of the meeting must include notice of the resolution and set out the terms of alterations proposed;
11.2 No amendment may be made to Clauses 1, 4, 12 and this Clause (Clause 11) without prior written consent from the Charity Commissioners for England and Wales;
11.3 No amendment may be made which would have the effect of making the BSPD cease to be a charity at law;
11.4 The Executive Committee should promptly send to the Charity Commissioners a copy of any amendment made under this Clause.
Clause 12 Dissolution
12.1 If the Executive Committee decides that it is necessary or advisable to dissolve the BSPD it shall call a meeting of all the members of the BSPD, of which not less than twenty one days’ notice (stating the terms of the resolution to be proposed) shall be sent to every Member;
12.2 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 BSPD;
12.3 Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institutions or institutions having objects similar to the objects of the BSPD, as members of the BSPD may determine or failing that shall be applied for some other charitable purpose;
12.4 A copy of the statement of accounts and a report, for the final accounting period of the BSPD must be sent to the Charity Commissioners within ten months of ending the financial year.