CONSTITUTION of
Voices Of experience - VOX
Name
1. The organisation shall
be named Voices of experience (hereinafter referred to as VOX) and will serve
the whole area of
Organisation Aim
To develop a national
organisation of, for and by people who have experienced mental health problems,
which will drive policy and practice, facilitate partnership working and
strengthen the voice of people who have or have had mental health problems.
2. The objects of the organisation are:
i.
To develop, support and sustain an
accountable national organisation of, for and by people who have or have had
mental health problems.
ii.
To be a source of information, support or
guidance in developing the capacity of people who have or have had mental
health problems to participate in civil society, and in the development of
services with which they may engage.
VOX will achieve these objects
principally, though not exclusively by:
a)
Using
a range of innovative and accessible consultation, conference and meeting
methods to inclusively involve (members) in civil society.
b)
Providing
opportunities for relevant staff, committees and members of organisations to
meet or network and share practise/experience.
c)
Supporting
and promoting involvement of members from all sectors of Scottish communities,
by reserving positions for minority groups and by including provision for
cultural, access and childcare considerations in all activities.
d)
Holding
not less than two open members meetings per year, and involving members using
electronic and other media throughout the year.
e)
Commissioning,
engaging in, and promoting research that advance the objects of the
organisation.
f)
Commissioning
or undertaking project work that advances the objects of the organisation.
g)
Originating,
supporting or facilitating campaign alliances active on issues relevant to the
objects or membership of the organisation.
h)
Facilitating
and promoting access to information for groups and individuals.
i)
Providing
a range of member views on an issue, without advancing an organisational opinion.
j)
Making
available to interested parties, summaries of debates by members.
k)
Accepting
financial contributions only from sources broadly supportive of the ethics and
aims of the organisation, explicitly refusing donations or sponsorship from the
pharmaceutical industry.
l)
Making
links and engaging in work with other organisations in the field, in the
m) Providing a model
of good practice in employment and volunteering for people with mental health
problems.
n) To affiliate,
associate or co-operate with any institution, agency, association body or
organisation whether in the United Kingdom or abroad which has aims similar to
those of VOX and the Foundation or is able to contribute in any way to its
work, providing the ethical code of any organisation is in keeping with that of
the organisations.
Powers
3. In pursuance of the
objects set out in clause 2 (but not otherwise), VOX shall have the following
powers: -
a)
To develop a national organisation (under the auspice of the Mental Health
Foundation), for and by people who have experienced mental health problems,
which will drive policy and practice, facilitate partnership working and
strengthen the voice of people who have had mental health problems.
b)
To carry on any other activities which further any of the above
objects.
c)
To take such steps as may be deemed appropriate for the purpose of
raising funds for VOXs activities in agreement with the Foundation.
d)
To accept grants, donations and legacies of all kinds (and to accept
any reasonable conditions attaching to them) in agreement with the Foundation.
e)
To do anything which may be incidental or conducive to the furtherance
of any of VOXs objects.
General
structure
4. The structure of VOX
shall consist of: -
(a) the MEMBERS - who
have the right to attend the annual general meeting (and any special general
meeting) and have important powers under the constitution; in particular, the
members elect people to serve on the Board and take decisions in relation to
changes to the constitution itself
(b) the Board will hold regular meetings during the period
between annual general meetings, and generally control and supervise the
activities of VOX, under the auspices of the Foundation supporting the
development of VOX.
(c) extraordinary general
meetings shall be called by the Chairperson upon receiving a written request
from 25% of the membership or 50 whichever is less. These meetings can be used
to address constitutional matters if all notifications can be completed
timeously.
Qualifications
for membership
5. Membership shall be
open to anybody who lives, works or studies in
6. An employee of VOX
shall not be eligible for membership; a person who becomes an employee of VOX
after admission to membership shall automatically cease to be a member.
Application
for membership
7. Any person who wishes
to become a member must complete and sign a membership form.
8. The Board may, at its
discretion, refuse to admit any person to membership.
9. The Board shall
consider each application for membership at the first Board meeting, which is
held after receipt of the application; the Board shall, within a reasonable
time after the meeting, notify the applicant of its decision on the
application.
Membership
subscription
10. No membership
subscription shall be payable.
Register
of members
11. The Board shall
maintain a register of members, setting out the full name and address of each
member, the date on which s/he was admitted to membership, and the date on
which any person ceased to be a member. These will be held in accordance with
the data protection act 1993.
Withdrawal
from membership
12. Any person who wishes
to withdraw from membership shall sign, and lodge with VOX, a written notice to
that effect; on receipt of the notice by the Board, s/he shall cease to be a
member.
Expulsion
from membership
13. Any person may be
expelled from membership by way of a resolution passed by majority vote at a
general meeting (meeting of members), providing the following procedures have
been observed: -
(a) at least 21 days
notice of the intention to propose the resolution must be given to the member
concerned, specifying the grounds for the proposed expulsion
(b) the member concerned
shall be entitled to be heard on the resolution at the general meeting at which
the resolution is proposed.
General
meetings (meetings of members)
14. The Board shall
convene an annual general meeting in each year (but excluding the year in which
the association is formed); not more than 15 months shall elapse between one
annual general meeting and the next.
15. The business of each
annual general meeting shall include:-
(a) a report by the chair
on the activities of VOX
(b) the election/re-election
of members of the Board, as referred to in clause 30.
(c) The Board may convene
a special general meeting at any time.
Notice
of general meetings
16. At least 14 clear
days notice must be given (in accordance with clause 63) of any annual general
meeting or special general meeting; the notice must indicate the general nature
of any business to be dealt with at the meeting and, in the case of a
resolution to alter the constitution, must set out the terms of the proposed
alteration.
17. The reference to
clear days in clause 17 shall be taken to mean that, in calculating the
period of notice, the day after the notice is posted, and also the day of the
meeting, should be excluded.
18. Notice of every
general meeting shall be given (in accordance with clause 63) to all the
members of the association, and to all the members of the Board.
Procedure
at general meetings
19. No business shall be
dealt with at any general meeting unless a quorum is present; the quorum for a
general meeting shall be 5 members, present in person.
20. If a quorum is not
present within 15 minutes after the time at which a general meeting was due to
commence - or if, during a meeting, a quorum ceases to be present - the meeting
shall stand adjourned to such time and place as may be fixed by the chairperson
of the meeting.
21. The chair of VOX
shall (if present and willing to act as chairperson) preside as chairperson of
each general meeting; if the chair is not present and willing to act as
chairperson within 15 minutes after the time at which the meeting was due to
commence, the members of the Board present at the meeting shall elect from
among themselves the person who will act as chairperson of that meeting.
22. The chairperson of a
general meeting may, with the consent of the meeting, adjourn the meeting to
such time and place as the chairperson may determine.
23. Every member shall
have one vote, which (whether on a show of hands or on a secret ballot) must be
given personally.
24. If there is an equal
number of votes for and against any resolution, the chairperson of the meeting
shall be entitled to a casting vote.
25. A resolution put to
the vote at a general meeting shall be decided on a show of hands unless a
secret ballot is demanded by the chairperson (or by at least two members
present in person at the meeting); a secret ballot may be demanded either
before the show of hands takes place, or immediately after the result of the
show of hands is declared.
26. If a secret ballot is
demanded, it shall be taken at the meeting and shall be conducted in such a
manner as the chairperson may direct; the result of the ballot shall be
declared at the meeting at which the ballot was demanded.
Maximum
number of Board members
27. The maximum number of
Board members shall be 12.
Eligibility
28. A person shall not be
eligible for election/appointment to the Board unless he/she is a member of
VOX. With the exception of a member of the Mental Health Foundations Staff.
Election,
retiral, re-election
29. At each annual
general meeting, the members may (subject to clause 28) elect any member to be
a member of the Board.
30. The Board may at any
time appoint any member to be a member of the (subject to clause 28).
31. At each annual
general meeting, all of the members of the management Board shall retire from
office - but shall then be eligible for re-election. However after they have
served a period of 5 years they will not be eligible for re-election.
Termination
of office
32. A member of the
management Board shall automatically vacate office if: -
(a) he/she becomes
debarred under any statutory provision from being a charity trustee
(b) he/she becomes
incapable for medical reasons of fulfilling the duties of his/her office and
such incapacity is expected to continue for a period of more than six months
(c) he/she ceases to be a
member of VOX
(d) he/she becomes an
employee of VOX
(e) he/she resigns office
by notice to VOX
(f) he/she is absent
(without permission of the management Board) from more than three consecutive
Board meetings, and the management Board
resolve to remove him/her from office.
(g) he/she has served a
period of 5years
Register
of Board members
33. In compliance with
the data protection act 1993 the Board shall maintain a register of Board
members, setting out the full name and address of each member of the Board, the
date on which each such person became a Board member, and the date on which any
person ceased to hold office as a Board member.
Office
bearers
34. The members of the
Board shall elect from among themselves a chair, a treasurer and a secretary,
and such other office bearers (if any) as they consider appropriate.
35. All of the office
bearers shall cease to hold office at the conclusion of each annual general
meeting, but shall then be eligible for re-election (subject to clause 32).
36.
A person elected to any office shall cease to hold that office if he/she ceases
to be a member of the management Board or if he/she resigns from that office by
written notice to that effect.
Powers
of Board members
37. Except as otherwise
provided in this constitution, VOX and its assets and undertaking shall be
managed under the auspices of the Foundation and undertake powers as laid out
in clause 3.
38.
A meeting of the Board at which a quorum is present may exercise all powers
exercisable by the Board.
Personal
interests
39. A member of the Board
who has a personal interest in any transaction or other arrangement which VOX
is proposing to enter into, must declare that interest at a meeting of the
Board; he/she will be debarred (in terms of clause 52) from voting on the
question of whether or not VOX should enter into that arrangement.
40.
For the purposes of clause 40, a person shall be deemed to have a personal
interest in an arrangement if any partner or other close relative of his/hers or
any firm of which he/she is a partner or any limited company of which
he/she is a substantial shareholder or director, has a personal interest in
that arrangement.
41. Provided
(a) he/she has declared
his/her interest
(b) he/she has not voted
on the question of whether or not VOX should enter into the relevant
arrangement and
(c) the requirements of
clause 44 are complied with,
a member of the Board
will not be debarred from entering into an arrangement with VOX in which he/she has a personal interest (or is
deemed to have a personal interest under clause 41) and may retain any personal
benefit which he/she gains from his/her participation in that arrangement.
42. No member of the
Board may serve as an employee (full time or part time) of VOX, and no member
of the Board may be given any remuneration by VOX for carrying out his/her
duties as a member of the Board (except expenses incurred in carrying out such
duties) in terms of clause 45.
43. Where a Board member
provides services to VOX or might benefit from any remuneration paid to a
connected party for such services, then:
(a) the maximum amount of
the remuneration must be specified in a written agreement and must be
reasonable
(b) the Board members must be satisfied that it would be in
the interests of VOX to enter into the arrangement (taking account of that
maximum amount)
(c) less than half of
the Board must be receiving remuneration
from VOX (or benefit from remuneration of that nature).
44. The members of the
board may be paid all travelling and other expenses reasonably incurred by them
in connection with their attendance at meetings of the management board,
general meetings, or Board meetings, or otherwise in connection with the
carrying-out of their duties.
Procedure
at Board meetings
45. Any member of the
board may call a meeting of the Board or request the secretary to call a
meeting of the board.
46. Questions arising at
a meeting of the board shall be decided by a majority of votes; if an equality
of votes arises, the chairperson of the meeting shall have a casting vote.
47. No business shall be
dealt with at a meeting of the Board unless a quorum is present; the quorum for
board meetings shall be 5.
48. If at any time the
number of Board members in office falls below the number fixed as the quorum,
the remaining Board member(s) may act only for the purpose of filling vacancies
or of calling a general meeting.
49. Unless he/she is
unwilling to do so, the chair of VOX shall preside as chairperson at every
Board meeting at which he/she is present; if the chair is unwilling to act as
chairperson or is not present within 15 minutes after the time when the meeting
was due to commence, the Board members present shall elect from among
themselves the person who will act as chairperson of the meeting.
50. The Board may, at its
discretion, allow any person who they reasonably consider appropriate, to
attend and speak at any meeting of the Board; for the avoidance of doubt, any
such person who is invited to attend a Board meeting shall not be entitled to
vote.
51. A Board member shall
not vote at a Board meeting (or at a meeting of the Board) on any resolution
concerning a matter in which he/she has a personal interest which conflicts (or
may conflict) with the interests of VOX; he/she must withdraw from the meeting
while an item of that nature is being dealt with.
52.
For the purposes of clause 52, a person shall be deemed to have a personal
interest in a particular matter if any partner or other close relative of
his/hers or any firm of which he/she is a partner or any limited
company of which he/she is a substantial shareholder or director, has a
personal interest in that matter.
Conduct
of members of Board
53. Each of the members
of the Board shall, in exercising his/her functions as a member of the
management Board of VOX, act in the interests of VOX; and, in particular, must
(a) seek, in good faith,
to ensure that VOX acts in a manner which is in accordance with its objects (as
set out in this constitution)
(b) act with the care and
diligence which it is reasonable to expect of a person who is managing the
affairs of another person
(c) in circumstances
giving rise to the possibility of a conflict of interest between VOX and any
other party
(i) put the interests of
VOX before that of the other party, in taking decisions as a member of the
management Board.
(ii) where any other duty
prevents him/her from doing so, disclose the conflicting interest to VOX and
refrain from participating in any discussions or decisions involving the other
members of the management board with regard to the matter in question
(d) ensure that VOX
complies with any direction, requirement, notice or duty imposed on the
Foundation by the Charities and Trustee
Investment (
Delegation
to sub-committees
54. The Board may
delegate any of their powers to any sub-committee consisting of one or more
Board members and such other persons (if any) as the Board members may
determine; they may also delegate to the chair of VOX (or the holder of any
other post) such of their powers as they may consider appropriate.
55. Any delegation of
powers under clause 55 may be made subject to such conditions as the Board may
impose and may be revoked or altered.
56. The rules of
procedure for any sub-committee shall be as prescribed by the Board members.
Minutes
57. The Board shall
ensure that minutes are made of all proceedings at general meetings, board
meetings and meetings of any sub committees; a minute of any meeting shall
include the names of those present, and (as far as possible) shall be signed by
the chairperson of the meeting.
Accounting
records and annual accounts
58. The Mental Health
Foundation hosts VOX and provides development support. The Foundation is
responsible for managing, monitoring and accounting for VOXs income and
expenditure. The budget allocated to VOX will be audited annually in accordance
with the Foundations established procedures.
59. Where the Board needs
to do any of the tasks described in 3 (a e) in order for VOX to meet its
objectives, these may be undertaken by the Foundation on behalf of the VOX
Board. The procedures and monitoring arrangements adopted by the Foundation
will be in accordance with its aims and objectives and its governance and
accountability arrangements.
Notices
60. Any notice which
requires to be given to a member under this constitution shall be in writing;
such a notice may either be given personally to the member or be sent by post
in a pre-paid envelope addressed to the member at the address last intimated by
him/her to VOX.
Alterations
to the constitution
61.
The constitution can be altered by majority membership decision at the Annual
General Meeting or the Extraordinary meeting that has been competently convened
for that purpose and due notice having been given to the membership.
Interpretation
62. For the purposes of this constitution,
(a) the expression
charity shall mean a body which is either a Scottish charity within the
meaning of section 13 of the Charities and Trustee Investment (
(b) the expression
charitable purpose shall mean a charitable purpose under section 7 of the
Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as
a charitable purpose in relation to the application of sections 505 and 506 of
the Income and Corporation Taxes Act 1988;
63. Any reference in this
constitution to a provision of any legislation shall include any statutory
modification or re-enactment of that provision in force from time to time.
64. The initial members
of the Board , and the positions held by each, shall be as set out below.
This constitution was
adopted on
.
Signature
..
Name
Position
..
Signature
Name
.
Position .