The British Society of Paediatric Dentistry Constitution

1 Name

1.1 The name of the Society is the British Society of Paediatric Dentistry, hereafter called BSPD;

1.1.1 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, 2017, 2018, 2019, 2020 and 2023;

1.2 It is an unincorporated body registered with the Charity Commissioners for England and Wales. 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;

1.2.1 The BSPD is a "Registered Charity" number 273365 and operates under the Charities Act 1960, 1992, 1993, Statutory Instruments 1995 No.2724, 2696 and any subsequent legislation.

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 administrative headquarters for the BSPD is c/o The Royal College of Surgeons of England, 35-43 Lincoln's Inn Fields, London WC2A 3PE.

3 BSPD Organisational Structure

3.1 Individual members of BSPD shall belong to a geographical regional group called a "Regional Branch" (Clause 9);

3.1.1 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 9);

3.1.2 Furthermore individual members of BSPD may belong to special interest groups approved by Council of BSPD (Clause 7) which shall be "Affiliated Groups";

3.2 Branches shall have representation to the Council (Clause 7) of the BSPD and shall have one vote at Council meetings;

3.2.1 Affiliated Groups may have representation to the Council of BSPD at their own expense. They shall not have a vote at Council meetings;  

3.3 Officers (Clause 7.1) 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.

4 Object

4.1 The Object of the BSPD is to further the oral health of children.

5 The Executive Committee

5.1 The Executive Committee shall consist of the eight Officers of the BSPD as specified in Clause 7.1. An Assistant (Clause 7.3.4), 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;

5.1.1 Such others as deemed suitable by the Executive Committee may attend Executive meetings in a non-voting capacity;

5.2 Items for the agenda proposed for the Executive Meeting shall be submitted to the Honorary Secretary not less than seven days before the meeting;

5.3 The Executive Committee shall be summoned at not less than seven days’ notice to meet as often as required, but at least twice a year to:-

5.3.1 Manage and administer the affairs of the BSPD as Trustees of the Charity;

5.3.2 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,
(b) The independent examination of those statements of account and the transmission of the statements of account of the BSPD to the Charity Commissioners;
(c) The preparation of an Annual Report and its transmission to the Charity Commissioners.

5.4 Subject to the prior written approval of the Charity Commissioners and the provisions of this Clause and Clause 5.5 no member of the Executive Committee may:-

(a) Receive any benefit in money or in kind from the BSPD;
(b) Have a financial interest in the supply of goods or services to the BSPD;
(c) Acquire or hold any interest in the property of the BSPD (except in order to hold it as a Trustee of the Charity).

5.5 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:-

(a) Protect the BSPD from loss arising from the neglect or defaults of its Trustees, employees or agents;
(b) 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.

5.6 The Executive Committee shall:-

5.6.1 Give advice and guidance to Council and shall seek advice and guidance from Council;

5.6.2 Respond promptly and effectively on behalf of the BSPD to matters which concern the Society or interests of Paediatric Dentistry;

5.6.3 Ensure that the priorities to meet the Object of BSPD shall be provided and reviewed within the Strategic Plan.

5.6.4 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;

5.6.5 Have the authority to advise, and where necessary, remove any person nominated or appointed to an Office or role within the Society where there is deemed to be a risk of reputational damage to the Society and/or there has been a significant change in circumstances such that they shall be unable to continue in this position;

5.7 The Executive Committee may appoint sub-committees consisting of one 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 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;

5.9.1 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.

5.9.2 All monies drawn on the account must be authorised by members of the Executive Committee.  The Executive Committee shall approve annually, a maximum sum that can be approved by the Honorary Teasurer as sole signatory.  All payments above this must be authorised by two members of the Executuve 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 5.3.2;

5.9.4 Funds belonging to the BSPD shall be applied only in furthering the Object of the BSPD;

5.10 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;

5.11 A quorum of the Executive Committee shall be four Officers of the BSPD.

6 Powers

6.1 In furtherance of the Object but not otherwise the Executive Committee may exercise the following powers:-

6.1.1 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;

6.1.2 Power to employ, or sub-contract, such persons or organisations as required 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 employees and their dependants.  Such individuals shall not be members of the Executive Committee or of the Council;

6.1.3 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;

6.1.4 Power to be affiliated with the other British or International health care organisations at the discretion of the Executive Committee;

6.1.5 Power to appoint publishers to enable the BSPD to publish a scientific and educational journal promoting the oral health of children;

6.1.6 Power to establish or support any charitable trusts, associations or institutions formed in furtherance of the Object;

6.1.7 Power to appoint and constitute such advisory committees and working parties as the Executive Committee may think fit;

6.1.8 Power to do all such other lawful things as are necessary for the achievement of the Object of the BSPD.

7 The Council

7.1 The Council consists of the Officers of the BSPD (President, Immediate Past President, President Elect, President Elect Designate, Honorary Secretary, Honorary Treasurer, Honorary Membership Secretary and BSPD Honorary Editor of the Journal), one elected representative from each Branch and the BSPD representatives of the Specialist Advisory Committee in Paediatric Dentistry (SAC);

7.1.1 Such others as deemed suitable by Council may attend Council meetings as observers in a non-voting capacity;

7.2 The President Elect Designate shall be elected by Council Committee, with the appointment ratified by the voting embership at a General Meeting immediately preceding the commencement of office;

7.2.1 Proposals for nomination as President Elect Designate shall be sought at least nine months before the Office is to be appointed, with all nominations being proposed and seconded by full members of the Society. Nominees’ citations shall be reviewed and shortlisted by the Executive Committee. Council shall review the shortlisted citations and elect the President Elect Designate by single transferable vote in a secret ballot of all Council Members present. In the event of an open tie, open discussion shall take place to reach a consensus view.

7.2.2 At the end of one year, the President Elect Designate shall become President Elect subject to ratification at the AGM;

7.2.3 At the end of one year, subject to ratification at the AGM, the President Elect shall become President.

7.2.4 The President shall serve for one year, and at the end of the term of office shall become the Immediate Past President. In exceptional circumstances, the membership in a Genreal meeting may re-elect the President for a furtherr year of office. A former President shall not be eligible for re-election as President until three years have elapsed since their term of office;

7.3 Subject to the agreement of Members at the AGM, the Honorary Secretary, Honorary Teasurer and Honorary Membership Secreatry shall hold office for five consecutive years.  In exceptional circumstances, the Executive can propose an extended term of office.  Such a proposal must be approved by the Membership at a General Meeting;

7.3 .1 Nominations shall be made by full members of the Society in writing, along with the written agreement of the nominee, not less than ten weeks before the AGM. All nominations will be reviewed against the essential criteria of the post by the Executive Committee and shall be taken to the Annual General Meeting for ratification. Where nominations exceed vacancies, election shall be by ballot of members present and eligible to vote at the Annual General Meeting. 

7.3.2 The Honorary Secretary, Honorary Treasurer and Honorary Membership Secretary shall be elected by the AGM one year before taking up Office. Such Officers-Elect shall attend meetings of the Executive and Council in a non-voting capacity. However, they shall not be Trustees of BSPD until they are formally appointed as Honorary Secretary, Honorary Treasurer or Honorary Membership Secretary;

7.3.3 In the absence of nominations for Officers-Elect (Clause 7.3.1), the AGM shall authorise Council to make appointments during the following year, with ratification atthe following AGM;

7.3.4 From time to time the Honorary Secretary, Honorary Treasurer or the Honorary 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;

7.4 The BSPD Honorary Editor of the Journal shall be appointed by the Executive Committee for a five-year-period, with annual ratification by the AGM. The incumbent may be eligible for re-appointment for a second term of office;

7.4.1 The BSPD Honorary Editor of the Journal shall be appointed by the Executive Committee one year before taking up Office following the review of all applications against the essential criteria for the Office. The Officer-Elect shall attend meetings of the Executive and Council in a non-voting capacity. However, they shall not be a Trustee of BSPD until formally appointed as BSPD Honorary Editor of the Journal;

7.4.2 The BSPD Honorary Editor shall represent the Society on the Journal Editorial Board and will chair the BSPD Conference Abstracts and Prizes Committee;  

7.5 The Council shall nominate two Members of the BSPD to represent the BSPD when requested by the Specialty Advisory Committee in Paediatric Dentistry (SAC);

7.6 Each Council Member shall be entitled to attend and vote at the Council Meetings. The President shall have the casting vote;

7.7 The Council shall meet at least once a year and as often as deemed necessary for the proper conduct of BSPD business including, but not limited to, all matters concerning membership, finance, commissioning and preparing reports and policy documents;

7.7.1 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;

7.7.2 The BSPD Honorary Secretary shall summon the Council to meet at not less than six weeks’ notice;

7.7.3 Matters proposed to be discussed at a Council Meeting shall be submitted in writing to the BSPD Honorary Secretary not less than four weeks prior to the meeting;

7.7.4 Council shall seek advice and guidance from the Executive Committee and shall give advice and guidance to the Executive Committee;

7.7.5 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;

7.8 Each year the Honorary Membership Secretary shall keep an electronic record of all Full, Associate and Honorary Life Members of the BSPD which shall be available to the Council;

7.9 A quorum of the Council shall be ten Members, at least three of whom shall be Executive Committee Members.

8 Membership

8.1 Full Membership of the BSPD shall be open to:-

8.1.1 Members of the Dental Team registered with the General Dental Council and entitled to practise in the United Kingdom on payment of an annual subscription as determined at an Annual General Meeting upon the recommendation from Council;

8.1.2 Members of the Dental Team registered with a dental regulatory body outside the United Kingdom studying on an accredited postgraduate Paediatric Dental programme within the United Kingdom. They shall enjoy the privileges of Full Membership during the period of study on payment of an annual subscription as determined in Clause 8.1.1.

8.2 Associate Membership of the BSPD, on payment of an annual subscription as determined in Clause 8.1.1, shall be open to:-

8.2.1 Retired members of the dental team who have relinquished registration with the General Dental Council;

8.2.2 Members of the dental team working and registered with a dental regulatory body outside the United Kingdom;

8.2.3 Individuals based in the United Kingdom who are not registered with the General Dental Council, but who align with the Object of the Society (to include non-registered members of the dental team and undergraduate students, industry partners, non-clinical scientists and allied health professionals);

8.3 Persons who have made contributions of a major character to the advancement of child oral health may be elected to Honorary Life Membership by Council and shall have all the privileges of Full Membership (Clause 8.4).

8.3.1 Individuals Individuals appointed to Honorary Life Membership shall demonstrate a long-term commitment to both Paediatric Dentistry and the British Society of Paediatric Dentistry;

(a) With at least 20 years continuous membership of the BSPD;
(b) Have had active participation in the Society;
(c) Shall be held in high esteem by Council and demonstrate an unblemished career;
(d) Shall not be a serving member of the Council or Executive Committees at the time of nomination or appointment.

And shall meet at least one of the following criteria:

(a) Exceptional services to, or notable advancement in, the field of Paediatric Dentistry;
(b) Exceptional services or outstanding contributions to the British Society of Paediatric Dentistry;
(c) Special contribution to the advancement of knowledge in the field of Paediatric Dentistry;
(d) Exceptional advocacy for children’s oral health;
(e) Bring benefit and status by association, to the Society;
(f) Extra-ordinary contributions towards the realisation of the Society’s Object.

8.3.2 On occasion, exceptional individuals from outside the UK and Ireland may be proposed and approved as Honorary Life Members. The individual’s contribution to Paediatric Dentistry shall be held in such high esteem that the majority of the BSPD membership will recognise their name and understand, without explanation, why they have been proposed for the honour.

8.3.3 Proposals for Honorary Life Membership shall be made on behalf of any Regional or Nonregional Branch of the Society, as a written citation, proposed and seconded by BSPD members. Citations shall be submitted electronically to the BSPD Honorary Secretary by 1st February and shall include a profile of the nominee, accompanied by substantiating evidence of eligibility;

8.3.4 Citations shall be considered by the Executive Committee and, if deemed appropriate, will be proposed to Council as ‘Reserve Business’ for confidential discussion at the mid-year meeting. Approval of the citation shall take place by secret ballot with the unanimous approval of all Council members present and entitled to vote. Any conflicts of interest shall be declared prior to the vote with the Council member abstaining from the ballot;

8.3.5 Approved Honorary life memberships shall be confirmed at the Society’s Annual General Meeting and presented at the Annual Conference;

8.3.6 In normal circumstances, not more than one Honorary Life Membership may be conferred in any one year, unless Council deem otherwise.

8.4 Full Members shall have one vote at their Branch and Society meetings, and are entitled to be a Council Member, and hold office on Branch Committees and on the Executive Committee;

8.5 Associate Members shall enjoy the privileges of full membership except for the right to vote in Branch and Society meetings and the entitlement to be a Council Member or hold office in Branch and Executive Committees. However, full members who retire and relinquish their General Dental Council registration whilst in office shall be able to complete their current term of office as an Associate Member;

8.6 Every Member shall be entitled to attend Branch Meetings, the BSPD Annual General Meeting and any BSPD Extra-ordinary General Meeting;

8.7 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;

8.8 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.

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 ten people;

9.1.1 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;

9.1.2 Each Branch shall recruit new members and involve members in the Branch and BSPD organisation;

9.2 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);

9.2.1 Branches may raise money to support local and national activities of the BSPD;

9.2.2 Each Branch shall use the BSPD charity registration number;

9.2.3 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;

9.2.4 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 (Clause 4) and to satisfy the investments and reserves requirements of the Charities Commission; notwithstanding Clause 9.2.5;

9.2.5 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;

9.3 Each Branch shall elect a Full 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;

9.4 The Regional Branch Secretaries may request a list of their members from the Honorary Membership Secretary;

9.5 The accounting reference date shall be the last day in March each year for the BSPD and its Branches;

9.5.1 Each Branch's Honorary Officers shall submit a copy of the Branch's Accounts and Report to the BSPD Honorary Treasurer by the 30th April each year to enable the Annual Accounts and Report for the whole Society to be prepared;

9.6 Every Branch shall ensure that theur entry on the Society's website is maintained by submittingtimely updates to the BSPD Administrator;

9.7 Each Branch shall submit a Report for Council of its activities for the past financial year year to date to the BSPD Administrator, and at such other times of the year at the request of the Exceutive Committee.

10 General Meetings

10.1 There shall be an Annual General Meeting of the BSPD each year. The Honorary Secretray shall give not less than four weeks written notice to every Member. 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) Confoirmation of Honorary Life Members;
(c) Adopt new Branches or Affiliated Groups;
(d) The Executive Committee shall present the Financial Report and Accounts of the BSPD for the preceding year, together with Reports relating to the previous year's activity of the Society;
(e) Recommendation of the subscription rates;
(f) Ratification and Election of Officers for the coming year;
(g) Valedictory address;
(h) Inaugural Presidential address;
(i) Any other relevant business;

and the Honorary Secretary shall keep a full record of the proceedings, to be retained in the electronic archive;

10.3 The appointment of the Officers of President Elect Designate, President Elect, President, Immediate Past President made by Council Committee and the appointment of the BSPD Honorary Editor made by the Executive Committee will be ratified annually by the membership during the AGM;  

10.4 Nominations for the election of the Offices of Honorary Secretary, Honorary Treasurer and Honorary Membership Secretary must be made by members of the BSPD in writing and received not less than ten weeks before the AGM. All nominations will be considered by the Executive Committee to ensure that nominees meet the essential criteria of the role. Where nominations exceed vacancies, election shall be by secret ballot at the AGM of those present and eligible to vote;

10.5 No officer shall be entitled to act as a voting 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;

10.6 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 given to every Member. 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;

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.

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.