Constitution 2020

Date of constitution (last amended): September 2020

1. Name

The name of the Charitable Incorporated Organisation (“the CIO”) is

The Person Centred Association (TPCA)

 

2. National location of principal office

TPCA
PO Box 143,
Ross-On-Wye,
HR9 9AH
United Kingdom

 

3. Objects

The objects of the TPCA are:

3.1 The Person Centred Association (TPCA) is a non-religious, non-profit making and non-politically aligned association whose purpose is to promote the development of Person-Centred and Experiential Psychology, Counselling and Psychotherapy and the Person-Centred Approach (PCA) throughout the United Kingdom

3.2 In pursuit of its purpose, TPCA will advance education in Person-Centred and Experiential Psychology, Counselling and Psychotherapy and the Person-Centred Approach (PCA) by such means as the Trustee Group (TG), shall decide on behalf of the membership.

3.3 TPCA operates with the principles of the Person-Centred Approach

3.4 TPCA seeks to be inclusive, anti-discriminatory and anti-oppressive. TPCA recognises the value and the human rights of all people, regardless of culture, religious affiliation, ethnicity, race, gender, age, sexual orientation, financial or social standing, educational attainment or special needs.

3.5 TPCA represents the diversity of understanding/articulation of Person-Centred Therapy and the Person-Centred Approach

Nothing in this constitution shall authorise an application of the property of TPCA for the purposes which are not charitable in accordance with [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act (Northern Ireland) 2008]

 

4. Powers

In pursuit of these objectives TPCA may:

4.1 Promote and disseminate knowledge and support practical application, study and public debate.

4.2 Establish contact with practitioners, researchers, organisations and individuals engaged in Person-Centred and Experiential Therapy (PCET) and in whatever areas they consider the Person-Centred Approach (PCA) may have an appropriate application. Also promote and carry out, or assist in promoting and carrying out, research, surveys and investigations and publish the results.

4.3 Develop, maintain and disseminate, as appropriate, registers and listings of practitioners, trainers, researchers, courses, service providers, service users, organisations, individuals and the like.

4.4 Contribute to the publishing of magazines, books and articles and/or through any other appropriate media.

4.5 Affiliate or co-operate with national and/or international organisations which either have similar goals or which are structured to promote the realisation of the objectives of TPCA.

4.6 Initiate and support scientific, philosophical, cultural and other projects that are considered to be aimed at the realisation of TPCA’s objectives.

4.7 Recognise professional training for Person-Centred/Client-Centred Psychotherapy/Counselling and applications of the PCA in accordance with criteria established by the Trustee Group (TG).

4.8 Support Local Groups set up to encourage interest in PCT and the PCA.

4.9 Organise events to promote or facilitate any of the above

TPCA has power to do anything which is calculated to further its object[s] or is conducive or incidental to doing so. In particular, TPCA’s powers include power to:

(1) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. TPCA must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;

(2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(3) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, TPCA must comply as appropriate with sections of 117 and 119-123 of the Charities Act 2011;

(4) employ and remunerate such staff as are necessary for carrying out the work of TPCA. TPCA may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;

(5) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of TPCA to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;

 

5. Application of income and property

(1) The income and property of the CIO must be applied solely towards the promotion of the objects.

(a) A charity trustee is entitled to be reimbursed from the property of TPCA or may pay out of such property reasonable expenses properly incurred by them when acting on behalf of TPCA.

(b) A charity trustee may benefit from trustee indemnity insurance cover purchased at TPCA’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

(2) None of the income or property of TPCA may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of TPCA. This does not prevent a member who is not also a charity trustee receiving:

(a) a benefit from TPCA as a beneficiary of TPCA;

(b) reasonable and proper remuneration for any goods or services supplied to TPCA.

(3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.

 

6. Benefits and payments to charity trustees and connected persons

(1) General provisions

No charity trustee or connected person may:

(a) buy or receive any goods or services from TPCA on terms preferential to those applicable to members of the public;

(b) sell goods, services, or any interest in land to the CIO;

(c) be employed by, or receive any remuneration from, TPCA

(d) receive any other financial benefit from TPCA;

unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

(2) Scope and powers permitting trustees’ or connected persons’ benefits

(a) A charity trustee, or connected person, may receive a benefit from TPCA as a beneficiary of TPCA, provided that a majority of the trustees do not benefit in this way.

(b) A charity trustee, or connected person, may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to TPCA where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.

(c) Subject to sub-clause (3) of this clause, a charity trustee, or connected person, may provide TPCA with goods that are not supplied in connection with services provided to TPCA by the charity trustee or connected person.

(d) A charity trustee, or connected person, may receive interest on money lent to TPCA at a reasonable and proper rate, which must be not more than the Bank of England bank rate (also known as the base rate).

(e) A charity trustee, or connected person, may receive rent for premises let by the trustee or connected person to TPCA. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

(f) A charity trustee, or connected person, may take part in the normal trading and fundraising activities of TPCA on the same terms as members of the public.

(3) Payment for supply of goods only – controls

TPCA and its charity trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied:

(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between TPCA and the charity trustee or connected person supplying the goods (“the supplier”).

(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

(c) The other charity trustees are satisfied that it is in the best interests of TPCA to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.

(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with them or with regard to the supply of goods to TPCA.

(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.

(f) The reason for their decision is recorded by the charity trustees in the appropriate minutes.

(g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.

(4) In sub-clauses (2) and (3) of this clause:

(a) “TPCA” includes any company in which TPCA:

(i) holds more than 50% of the shares; or

(ii) controls more than 50% of the voting rights attached to the shares; or

(iii) has the right to appoint one or more directors to the board of the company;

 

7. Conflicts of interest and conflicts of loyalty

A charity trustee must:

 

8. Liability of members to contribute to the assets of TPCA if it is wound up

If TPCA is wound up, the members of TPCA have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

 

9. Membership of TPCA

(1) Admission of new members

(a) Eligibility

(i) Membership of TPCA is open to anyone who is interested in furthering the objects and purposes of TPCA, and who, by applying for membership, has indicated in their agreement to become a member and acceptance of the duty of members set out in sub-clause(3) of this clause.

(ii) A member may be an individual, a corporate body, or [an individual or corporate body representing] an organisation which is not incorporated.

(iii) Members are those who agree with the objectives of TPCA and, having an interest in one or more applications of the PCA, are admitted as members by such administrative process as the charity trustees may determine, subject to the payment of subscriptions.

(iv) Members who are practising counsellors/psychotherapists, other than students on placement, are required to adhere to an enforceable code of ethics recognised by TPCA.

(v) Students on placement are required to adhere to any codes of ethics laid down by the centre of learning and/or the placement agency
(vi) Organisational Members are organisations that agree with the objectives of TPCA and, having an interest in one or more applications of the PCA, are admitted as members by such administrative process as the charity trustees may determine and agree to pay Organisational Member subscriptions. Individual Members of such organisations do not automatically become Members of TPCA.
(vii) Local Groups are organisations set up to encourage or foster interest in the PCA. They may seek membership by such administrative process as the charity trustees may determine and agree to pay Local Group subscriptions. Individual members of such organisations do not automatically become members of TPCA but the expectation is that at least 25% will be individual members.

(viii) TPCA shall reserve the right, from time to time, to invite people who have shown their dedication to the PCA or have brought inspiration, guidance, or theoretical contribution to become a Honorary Member of TPCA. This designation is a permanent honour requiring no payment and gives full membership benefits and rights to the Honorary Member. Such individuals may occasionally be invited to support specific activities or otherwise assist TPCA.

(b) Admission procedure

The charity trustees:

(i) may require applications for membership to be made in any reasonable way that they decide;

(ii) shall, if they approve an application for membership, notify the applicant of their decision within [21 days];

(iii) may postpone an application for membership until the next General Meeting, if they believe that it is in the best interests of TPCA for them to do so;

(iv) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within [21 days] of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and

(v) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

(2) Transfer of membership

Membership of TPCA cannot be transferred to anyone else [except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until TPCA has received written notification of the transfer].

(3) Duty of members

It is the duty of each member of TPCA to exercise their powers as a member of the TPCA in the way they decide in good faith would be most likely to further the purposes of TPCA.

(4) Termination of membership

(a) Membership of TPCA comes to an end if:

(i) the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or

(ii) the member sends a notice of resignation to the charity trustees; or

(iii) any sum of money owed by the member to TPCA is not paid in full within six months of its falling due.

(5) Suspension of membership

Before the charity trustees take any decision to suspend someone/an organisation from membership of The PCA they must:

(i) inform the member of the reasons why it is proposed to suspend them from membership;

(ii) give the member at least 21 clear days notice in which to make representations to the charity trustees as to why they should not be have their membership suspended;

(iii) consider, at a meeting of the TG, any representations as to why the member should not be removed; and

(iv) inform the member of the decision of the Trustees present  within 14 days of said meeting.

(v) If the member does not accept the decision of the TG, they may make representations at the next General Meeting and ask the assembled members for their support. If the members at the General Meeting vote to support the member the decision of the TG will be declared void.

(6) Membership fees

TPCA may require members to pay reasonable membership fees to TPCA.

Informal or associate (non-voting) membership

(a) The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of, membership of any such class of members.

(b) Other references in this constitution to “members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.

 

10. Members’ decisions

(1) General provisions

The authority of TPCA ultimately rests with its members and is expressed through discussions and consensus or, where necessary, ballot of members attending a General Meeting or voting by proxy, postal or electronic ballot. Except for those decisions that must be taken in a particular way, as indicated in sub-clause (4) of this clause, decisions of the members of TPCA may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in sub-clause (3) of this clause.

(2) Taking ordinary decisions by vote

Subject to sub-clause (4) of this clause, any decision of the members of TPCA may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting (including votes cast by postal or email ballot, and proxy votes).

(3) Taking ordinary decisions by written resolution without a general meeting

(a) Subject to sub-clause (4) of this clause, a resolution in writing, voted upon by a minimum of 30% of all the members who would have been entitled to vote upon it had it been proposed at a general meeting, shall be effective if agreed by a simple majority, provided that:

(i) a copy of the proposed resolution has been sent to all the members eligible to vote; and

(ii) a simple majority of members casting their vote has signified their agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days, beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or in such other manner as TPCA has specified.

(b) The resolution in writing may comprise several copies to which one or more members have signified their agreement.

(c) Eligibility to vote on the resolution is limited to members who are members of TPCA on the date when the proposal is first circulated, in accordance with paragraph (a) above.

(d) 10% or more of the members of TPCA may request the charity trustees to make a proposal for decision by the members.

(e) The charity trustees must, within 21 days of receiving such a request, comply with it if:

(i) The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;

(ii) The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and

(iii) Effect can lawfully be given to the proposal if it is so agreed.

(f) Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of members

(4) Decisions that must be taken in a particular way

[(a) Any decision to suspend a trustee must be taken in accordance with clause [15(2)].]

(b) Any decision to amend this constitution must be taken in accordance with clause [28] of this constitution (Amendment of Constitution).

(c) Any decision to wind up or dissolve TPCA must be taken in accordance with clause [29] of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of TPCA to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.

 

11. General meetings of members

(1) Types of general meeting

There must be an annual general meeting (AGM) of the members of TPCA. AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause [13].

Other general meetings of the members of TPCA may be held at any time.

All general meetings must be held in accordance with the following provisions

(2) Calling general meetings

(a) The charity trustees:

(i) must call the annual general meeting of the members of TPCA in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and

(ii) may call any other general meeting of the members at any time.

(b) The charity trustees must, within 21 days, call a general meeting of the members of TPCA if:

(i) they receive a request to do so from at least 10% of the members of TPCA or 50 members, whichever is the fewer; and

(ii) the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.

(c) If, at the time of any such request, there has not been any general meeting of the members of TPCA for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%, or 25 members, whichever is the fewer.

(d) Any such request must include particulars of any resolution that may properly be proposed, and is intended to be proposed, at the meeting.

(e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.

(f) Any general meeting called by the charity trustees at the request of the members of TPCA must be held within 28 days from the date on which it is called, unless said members agree to an extension

(g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

(h) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.

(i) TPCA must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but TPCA shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

(3) Notice of general meetings

(a) The charity trustees, or, as the case may be, the relevant members of TPCA, must give at least 14 clear days’ notice of any general meeting to all of the members.

(b) If it is agreed by no fewer than 90% of all members of TPCA, any resolution may be proposed and passed at the meeting, even though the requirements of sub-clause (3) (a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.

(c) The notice of any general meeting must:

(i) state the time and date of the meeting:

(ii) give the address at which the meeting is to take place;

(iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and

(iv) if a proposal to alter the constitution of TPCA is to be considered at the meeting, include the text of the proposed alteration.

(v) include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or re-election as trustee, or where allowed under clause [22] (Use of electronic communication), details of where the information may be found on TPCA’s website.

(d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

(e) The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by TPCA.

(4) Chairing of general meetings

The person nominated as chair by the charity trustees under clause [19](2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of TPCA who are present at a general meeting shall elect a chair to preside at the meeting.

(5) Quorum at general meetings

(a) No business may be transacted at any general meeting of the members of TPCA unless a quorum is present (physically or electronically) within 30 minutes of the start of the meeting.

(b) Subject to the following provisions, the quorum for general meetings shall be 5% or 20 members, whichever is fewer. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person.

(c) If the meeting has been called by or at the request of the members and a quorum is not present within 30 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

(d) If the meeting has been called in any other way and a quorum is not present within 30 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must [either be announced by the chair or] be notified to TPCA’s members at least seven clear days before the date on which it will resume.

(e) If a quorum is not present within 30 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.

(f) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

(6) Voting at general meetings

(a) Any decision, other than one falling within clause [10(4)] (Decisions that must be taken in a particular way), shall be taken by a simple majority of votes cast at the meeting [(including proxy and postal votes)]. Every member has one vote [unless otherwise provided in the rights of a particular class of membership under this constitution].

(b) A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before, or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair, or by at least 10% of the members present in person or by proxy at the meeting. Voting may be by general consensus, roll call, show of hands or secret ballot, at the discretion of the chair. However, if a majority of voting members present call for a secret ballot on a particular issue, this request must be complied with.

(c) Electronic voting is admissible as long as the necessary system is set up to ensure that the vote can be secret and each member only can vote once, and that members have been informed of this voting option (including instructions of how to vote) in the notice of the general meeting.

(d) A poll demanded on the election of a person to chair the meeting, or on a question of adjournment, must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.

(e) A poll may be taken:

(i) at the meeting at which it was demanded; or

(ii) at some other time and place specified by the chair; or

(iii) through the use of postal or electronic communications.

(f) In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.

(g) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

(7) Representation of organisations and corporate members

An organisation or a corporate body that is a member of TPCA may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of TPCA.

The representative is entitled to exercise the same powers on behalf of the [organisation or] corporate body as the [organisation or] corporate body could exercise as an individual member of TPCA. Delegates of Organisational Members or Local Groups who are also individual members will nevertheless retain such voting rights as they hold by virtue of their individual Membership.

(8) Adjournment of meetings

The chair may, with the consent of a meeting at which a quorum is present (and shall, if so directed by the meeting), adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting, except business which could properly have been transacted at the original meeting.

 

12. Charity trustees

(1) Functions and duties of charity trustees

The charity trustees shall manage the affairs of TPCA and may, for that purpose, exercise all the powers of TPCA. It is the duty of each charity trustee:

(a) to exercise their powers and to perform their functions as a trustee of TPCA in the way they decide in good faith would be most likely to further the purposes of TPCA; and

(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

(i) any special knowledge or experience that they have, or hold themself out as having; and

(ii) if they act as a charity trustee of TPCA in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

(2) Eligibility for trusteeship

(a) Every charity trustee must be a natural person.

(b) No one may be appointed as a charity trustee:

(c) No one is entitled to act as a charity trustee, whether on appointment or on any re-appointment, until they have expressly acknowledged, in whatever way the charity trustees decide, their acceptance of the office of charity trustee.

(3) Number of charity trustees

(a) There must be at least [four] charity trustees elected for a term of two years. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or co-opt a new charity trustee.

(b) The usual number of charity trustees is 9.The maximum number of charity trustees, including additional trustees co-opted for to their specialist expertise, is 12. The charity trustees may not appoint any charity trustee if, as a result, the number of charity trustees would exceed the maximum.

 

13. Appointment of charity trustees

(1) The charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any trustees were last appointed or reappointed on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot;

(2) The vacancies so arising may be filled by the decision of the members at the annual general meeting; any vacancies not filled at the annual general meeting may be filled as provided in sub-clause (3) of this clause;

(3) The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with clause [15] (Retirement and removal of charity trustees), or as an additional charity trustee, provided that the limit specified in clause [12(3)] on the number of charity trustees would not as a result be exceeded;

(4) A person so appointed by the charity trustees shall retire at the conclusion of the next annual general meeting after the date of their appointment, and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting.

 

14. Information for new charity trustees

The charity trustees will make available to each new charity trustee, on or before their first appointment:

(a) a copy of this constitution and any amendments made to it; and

(b) a copy of TPCA’s latest trustees’ annual report and statement of accounts

 

15. Retirement and suspension of charity trustees

(1) A charity trustee ceases to hold office if they:

(a) retire, by notifying TPCA in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);

(b) are absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that their office be vacated;

(c) die;

(d) in the written opinion, given to TPCA, of a registered medical practitioner treating that person, have become physically or mentally incapable of acting as a director and may remain so for more than three months;

(e) are suspended by the members of TPCA in accordance with sub-clause (2) of this clause; or

(f) are disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

(2) A charity trustee shall be suspended from office if a majority of trustees (excluding the individual themselves) consider that individual to have lost their confidence or if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause [11], and the resolution is passed by a [two-thirds] majority of votes cast at the meeting.

 

16. Reappointment of charity trustees

Any person who retires as a charity trustee by rotation or by giving notice to TPCA is eligible for reappointment. A charity trustee who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval of at least two years.

 

17. Taking of decisions by charity trustees

Any decision may be taken either:

at a meeting of the charity trustees; or

by resolution in writing or electronic form agreed by all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each, of which one or more charity trustees has signified their agreement.

 

18. Delegation by charity trustees

(1) The charity trustees may delegate any of their powers or functions to a committee or committees and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.

(2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements -

(a) a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;

(b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and

(c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

 

19. Meetings and proceedings of charity trustees

(1) Calling meetings

(a) Any charity trustee may call a meeting of the charity trustees.

(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.

(2) Chairing of meetings

The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.

(3) Procedure at meetings

(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is four charity trustees, or the number nearest to [one third] of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which they are not entitled to vote.

(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote.

(c) In the case of an equality of votes, the chair shall have a second or casting vote.

(4) Participation in meetings by electronic means

(a) A meeting may be held by suitable electronic means agreed by the charity trustees, in which each participant may communicate with all the other participants.

(b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees, in which a participant or participants may communicate with all the other participants, shall qualify as being present at the meeting.

(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

 

20. Saving provisions

(1) Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid, notwithstanding the participation in any vote of a charity trustee:

who was disqualified from holding office;

who had previously retired or who had been obliged by the constitution to vacate office;

who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;

if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

(2) Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon them by a resolution of the charity trustees or of a committee of charity trustees if, but for clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).

 

21. Execution of documents

(1) TPCA shall execute documents by signature (2); a document is validly executed by signature if it is signed by at least two of the charity trustees.

 

22. Use of electronic communications

(1) General

TPCA will comply with the requirements of the Communications Provisions in the General Regulations and, in particular:

 

23. Keeping of Registers

TPCA must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.

 

24. Minutes

The charity trustees must keep minutes of all:

(1) appointments of officers made by the charity trustees;

(2) proceedings at general meetings of TPCA;

(3) meetings of the charity trustees and committees of charity trustees including:

the names of the trustees present at the meeting;

the decisions made at the meetings; and

where appropriate the reasons for the decisions;

 

25. Accounting records, accounts, annual reports and returns, register maintenance

(1) The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of TPCA, within 10 months of the financial year end.

(2) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of TPCA entered on the Central Register of Charities.

 

26. Rules

The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of TPCA, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of TPCA on request.

 

27. Amendment of constitution

As provided by clauses 224-227 of the Charities Act 2011:

(1) This constitution can only be amended:

(a) by resolution agreed in writing by all members of TPCA; or

(b) by a resolution passed by a two thirds majority of votes cast at a general meeting of the members of TPCA

(2) Any alteration of clause 3 (Objects), clause [29] (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of TPCA or persons connected with them, requires the prior written consent of the Charity Commission.

(3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.

(4) A copy of any resolution altering the constitution, together with a copy of TPCA’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.

 

28. Voluntary winding up or dissolution

(1) As provided by the Dissolution Regulations, TPCA may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve TPCA can only be made:

(a) at a general meeting of the members of TPCA called in accordance with clause [11] (Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:

(i) by a resolution passed by a two thirds majority of those voting, or

(ii) (a) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or

(2) Subject to the payment of all the TPCA’s debts:

(a) Any resolution for the winding up of TPCA, or for the dissolution of TPCA without winding up, may contain a provision directing how any remaining assets of TPCA shall be applied.

(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of TPCA shall be applied.

(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of TPCA

 

29. Honorary Members

Honorary Members at the date the constitution was approved, 17 August 2019, shall retain their titles in perpetuity and continue to be exempt from paying any membership subscription fee.

 

30. History of the constitution

The original clauses of the constitution came into force on approval by a simple majority of those present at the first Annual General Meeting of Association at Hatfield Polytechnic on 30 June 1990. A revised constitution was approved by two-thirds majority of members voting at an Extraordinary meeting of the Association convened for the purpose at the University of Manchester on 14th March 1998. Changes of the titles ‘Chair’ and ‘Executive Committee’ to ‘Convenor’ and ‘Coordinating Group’ respectively, were made by a two-thirds majority at an EGM on 22 March 2003. Further revisions were made at the 2006 and 2007 AGMs. The 2009 version of the constitution was approved at the 2009 AGM to incorporate AGM and EGM quora, clarification for provisions for electronic voting, attendance at CG meetings and time limit applying to suspension of a CG member. The 2011 version of the constitution incorporates changes to clause 1, clause 6.4 and clause 11, and was approved at the 2011 EGM, to incorporate AGM and EGM quora. Clause 1.5 clarifies the purpose of the Association. Clause 6.4 amended voting procedures for members of the CG and Convenor and clause 11 changed the financial accounting year. The 2011 change relates to the timing of the AGM, which on alternate years makes up part of the conference. The 2017 change moves the Association to becoming a Charitable Incorporated Organisation (CIO) and attempts to address some of the issues that have arisen from time to time. In 2019 additional wording added to section 9 and 27 as agreed at the 2019 EGM. In 2020 section 27 was removed again (which changed the numbering of the subsequent sections, and word changes added to section 9(5) and 11(6) as agreed at the 2020 AGM.