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THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE

 

ARTICLES OF ASSOCIATION

 of

 THE REGISTRATION COUNCIL OF

CLINICAL PHYSIOLOGISTS

Preliminary

 1. In these Articles:

a)  ‘the Council’ means the above named Company

b)  ‘the Act’ means the Companies Act 1985

c)  ‘the Memorandum’ means the Memorandum of Association of the Council

d)  ‘the Articles’ means the Articles of Association of the Council

e)  ‘clear days’ in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

f)  ‘office’ means the registered office of the Council

g)  ‘the Seal’ means the common Seal of the Council

h)  ‘Secretary’ means the Secretary of the Council or any other person appointed to perform the duties of the secretary of the Council, including a joint, assistant, or deputy secretary

i) ‘the Register’ has the same meaning as is given to that expression in the Memorandum

j) ‘the Registrant’ is a Clinical Physiologist in health care who has fulfilled the entry criteria laid down by the Council and is a fully subscribed registrant

k) words and expressions used in the Articles, unless the context otherwise requires, have the same meaning as in the Act

l) any reference to a member of the Council shall be construed as one with the expression ‘director’ in Section 741(1) of the Act, and the expression ‘Council’ hereinafter contained shall be construed accordingly

2. The Council is a private company and shall not offer any of its debentures whether for cash or otherwise, to the public or allot or agree to allot any debentures of the Council with a view to all or any of those debentures being offered for sale to the public.

Purposes

3.    The Council is established for the purposes expressed in the Memorandum of Association.

Members of the Council

4.       (i) The members of the Council shall be

a) the subscribers to the Memorandum and

b) such other persons as may be nominated or elected in accordance with the provisions of this Article and signify in writing to the Secretary their acceptance to be members.

(ii) Each of the following professional bodies namely British Association of Audiologists, Electro-Physiological Technologists Association, Association of Gastrointestinal Physiologists, The Society for Cardiological Science and Technology, British Society of Hearing Therapists, Association for Respiratory Technology and Physiology or their respective successor bodies shall have the right to nominate in writing one person (being a member of the body concerned) as a member of the Council and subject to approval by resolution of the Council.Additionally, each such professional body (whether named in the Articles or subsequently approved) shall have the right to nominate in writing as members of the Council one further person (being a member of the body concerned and whose name is entered on the Register) if greater than five hundred of its members whose names are for the time being entered on the Register.

         (iii) Fifty or more Registrants who are practitioners in a speciality not represented by one of the professional bodies listed in Article 4 (ii) may petition Council for the appointment of one of them as a member of Council.Such groups with greater than five hundred registrants shall be eligible for an additional member of Council. 

(iv) The Council shall have the power to nominate in writing a maximum of 4 persons being a member of such a professional body as is mentioned in paragraph (ii) of this Article as a member of the Council.

(v) The Council shall have the power to nominate in writing a maximum of 2 persons (not being persons nominated under paragraph (ii) or (iii) of this Article or a person whose name is on the Register or a member of such a professional body as mentioned in paragraph (ii) of this Article) as a member of the Council.

(vi) The Council shall have the power to co-opt individuals in an advisory capacity for a defined period of time at the discretion of the Council but who will not thereby become members of the Council.Such co-opted persons shall only be invited to a meeting of the Council at the Council’s discretion and shall not be entitled to vote at such meeting.

(vii) Membership shall not be transferable or transmissible and shall cease on death or on the member otherwise (for any reason) ceasing to be a member of the Professional Body (as outlined in paragraph ii) or on the removal from the Register.

(viii) The rights of nomination and election by this Article shall be exercisable from time to time on any member so nominated or elected ceasing to be a member of Council.

(ix) In Paragraph (ii) of this Article references to persons whose names are entered on the Register shall exclude persons whose names are provisionally entered.

5. Subject as hereinafter provided every member of the Council shall have one vote

6. A member of the Council shall hold office until the 5th Annual General Meeting after the date of his/her respective nomination or election when he or she shall retire but shall then be eligible for re-nomination or re-election

7. The number of members of the Council shall not be subject to any maximum but shall not be less than two.

Officers of the Council

8. Subject as provided by Article 9 and 10, the Officers of Council shall include provision for a President, Chairman, Vice Chairman, Registrar, Treasurer and Education and Training Officer.Every candidate for Chairman, Vice Chairman, Registrar, Treasurer and Education and Training Officer shall be a member of the Council and be nominated in writing by three members qualified to vote in this election.Nominations and statements of the candidate’s willingness to accept office must reach the Secretary at least twenty-eight days before the Annual General Meeting.No candidate may be nominated for more than one office.The Chairman, Vice Chairman, Registrar, Treasurer and Education and Training Officer may be elected at the Annual General Meeting held one year before the Annual General Meeting after which their period of service will begin, or by a secret ballot held in the intervening period.Any such officers elected in advance of taking office shall be designated Officer-Elect and may attend meetings of the Council at the invitation of the Chairman but shall not be entitled to vote.

9. Until the first Annual General Meeting the members of the Council shall be the subscribers to the Memorandum and they and any members appointed by them pursuant to Article 4 (ii) shall continue in office until a Council is constituted in accordance with Article 4 and may appoint from their members such officers as mentioned in Article 8 to hold office in each case pending the constitution of the Council as aforesaid.

10. Casual vacancies in the offices mentioned in Article 4 may be filled by the Council.Any member appointed by the Council for this purpose shall, except as provided by Article 9, retain office only until the next Annual General Meeting, but shall then be eligible for re-election, with the terms of office commencing at this time.

11. (i) As determined by Council, a President, whose name need not be one of those entered on the Register, shall be appointed by the Council if deemed appropriate in the first instance for three years.

(ii) The Chairman, Vice Chairman, Registrar, Treasurer and Education and Training Officer shall be elected for a period of 3 years and will be eligible for re-election as provided in Article 8. The maximum period actually served by an officer shall be six years and they shall vacate office upon completing their term. An officer-elect may assist the sitting officer in the performance of his or her duties, but may not assume the role of sitting officer until the time of the Annual General Meeting when the election becomes substantive.

The Secretary

12. Subject to the Provisions of the Act a Secretary or an Honorary Secretary shall be appointed by the Council for such time, and for such remuneration (in any case of a Secretary who is not an Honorary Secretary) and upon such conditions as it may think fit and any Secretary so appointed may be removed by it.No member of the Council shall be appointed to be Secretary other than as Honorary Secretary.

Committees of Council

13.The Council may appoint an Executive Committee to consist of the following Registration Council Officers: Chairman, Vice Chairman, Registrar, Treasurer and Education and Training Officer.The Executive Committee shall be accountable to the Council for the preparation of business for the Council’s attention; to co-ordinate matters that might appropriately be the subject of consideration by an Advisory Standing Committee; and to transact emergency business and take action on matters which cannot wait until the next meeting of the Council.

14. The Council may delegate any of their powers to Advisory Committees consisting of such members of the Council and any other person or persons approved by the Council as they think fit provided that any exercise of powers so delegated shall be ratified by the Council and the power to suspend or remove a person from the Register shall not be so delegated, and the activities of such Advisory Committees shall conform to any regulations imposed on them by the Council.The meetings and proceedings of any such committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the Council.

General meetings

15. The Council shall in each calendar year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year, and not more than 15 months shall elapse between the date of one annual general meeting of the Council and that of the next provided always that so long as the Council holds its first Annual General Meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

16. All general meetings, other than Annual General Meetings shall be called extraordinary general meetings.

17. The Council may, whenever it thinks fit, convene an extraordinary general meeting and extraordinary general meetings shall also be convened on such requisition, or in default may be convened by such requistionists, as provided by Section 368 of the Act.

Notices of general meetings of the Council

18. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one clear days in writing, and a meeting of the Council other than an Annual General Meeting or a meeting for the passing of a special resolution shall be called by fourteen clear days notice in writing.The notice shall specify the place, the day, and the hour of the meeting and the general nature of the business to be transacted, and in the case of an Annual General Meeting, shall specify the meeting as such.The notice shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Council in general meeting, to all the members and to the auditors provided always thatwith the consent of all the members having the right to attend and vote thereat or of such proportion of them as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members may think fit.

19. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any meeting.

Proceedings at general meetings of the Council

20. Business shall not be transacted at any general meeting unless a quorum is present when the meeting proceeds to business.Save as herein otherwise provided a quorum shall be two-thirds of all the persons who at the commencement of the meeting are members of the Council and are entitled to attend and vote thereat.

21. If within half an hour of the time appointed for the holding of a general meeting a quorum is not present, the meeting if convened on the requisition of members, shall be dissolved.In any other case it shall stand adjourned to the same day in the next week at the same time and place or to such a time and place as the Council may determine.

22. The Chairman, or in his/her absence, the Vice Chairman (if any) of the Council shall preside as chairman at every general meeting, and if there be no such chairman or vice chairman, or if at any meeting neither shall be present within 15 minutes after the time appointed for holding same, or shall be unwilling to preside, the members present shall choose one of the members of the Council to preside.

23. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.Whenever a meeting is adjourned for fourteen days or more, notice of the adjourned meeting shall be given in the same manner as for the original meeting.Save as aforesaid, members shall not be entitled to any notice of adjournment or of the business to be transacted at any adjourned meeting.

24. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairman or any member present in person.Unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the Council shall be conclusive evidence of the fact without proof of the member of proportion of the votes recorded in favour or against that resolution.  The demand for a poll may be withdrawn, but only with the consent of the Chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

25. Subject to the provisions of the next succeeding Article if a poll is demanded it shall be taken in such a manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

26. No poll shall be demanded on the election of a Chairman of the meeting or on any question of adjournment.

27. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall be entitled to a second or casting vote, in addition to any other vote he/she may have.

28. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

29. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he/she was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.

Powers and duties of the Council

30. The duties of the Council are as outlined in Clause 3 of the Memorandum of Association and its powers are subject to the provisions of the Act.

31. The Council may from time to time and at any time make such rules or bye-laws not inconsistent with the Memorandum and Articles as the Council consider to be in the good interests of the Council and such rules or bye-laws and shall be construed separately from the Articles except as such rules or bye-laws provide to the contrary but nevertheless shall be binding on the members as therein provided.

32. The number of registrants which the Council can register is unlimited.

33. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all

receipts for monies paid to the Council, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be by any officers of the Council, in such manner as the Council shall from time to time determine.

34. The Council shall cause minutes to be made:
a) of all the appointments of Officers made by the Council

         b) of the names of the members of the Council present at each meeting of the Council and anycommittee thereof

and

         c) of all resolutions proceedings and business at all meetings of the Association, and of the Council and of any committee.

35. The Council for the time being may act not withstanding any vacancy in their body provided always that in case the members of the Council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with the Articles it shall be lawful for them to act as the Council for the purpose of admitting persons as a member of the Council, filling up vacancies in their body, or of summoning a general meeting, but not for any other purpose.

Disqualification of members of the Council

36. The Office of a member of Council shall be vacated if he or she:
a) becomes bankrupt or makes any arrangements or composition with his or her creditors generally

or

b) is, or may be suffering from mental disorder and either:

i) is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or the Mental Health (Scotland) Act 1960
or

ii) an Order is made by a Court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his or her detention of for the appointment of a receiver,or other person to exercise powers with respect to his or her property or affairs.

or

c) resigns his or her office by notice in writing to the Council

or

d) being entered on the Register ceases for any reason to be entered on the Register
or

e) becomes prohibited from holding office by reason of any of the matters in the Company Directors Disqualification Act 1986
or

f) is convicted of an offence which is likely to bring the Council into disrepute
or

g) is removed from office under the provisions of the Act or of the Articles

immediately upon the beginning of any such event.

Removal of members of the Council

37. In addition and without prejudice to the provisions of Section 303 of the Act, the Council may by extraordinary resolution remove any member of the Council from the Council.

Proceedings of the Executive Committee

38. The Executive Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit and determine the quorum (not being less than 3 members of the Executive Committee) necessary for the transaction of business.Unless otherwise determined, a majority of the members of the Executive Committee for the time being shall be a quorum.Questions arising at any meeting shall be decided by a majority of votes.In the case of an equality of votes the chairman shall have a second or casting vote.A member of the Executive Committee may, and the Secretary at the requisition of a member of Executive Committee, shall at any time, summon a meeting of the Executive Committee.

39. A meeting of the Executive Committee at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Council.

40. All acts bona fide done by any meeting of the Executive Committee or any committee of the Council, or by a person acting as a member of the Executive Committee, shall, notwithstanding it afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or duly continued in office and was qualified to be a member of the Executive Committee.

41. A resolution in writing signed by all the members of the Executive Committee entitled to receive notice of a meeting of the Executive Committee or of a committee of the Council shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee or (as the case may be) a committee of the Executive Committee duly convened and held and may consist of several documents in the like form each signed by one of more members of the Executive Committee or of such committee.

The Seal

42.The Seal shall only be used by the authority of a resolution of the Council.The Council may determine who shall sign any instrument to which the Seal is affixed and unless so determined it shall be signed bytwo officers of the Council and such signature shall be conclusive evidence of the fact that the Seal has been properly affixed.

Accounts

43. The Council shall cause accounting records to be kept in accordance with Section 221 of the Act and auditors shall be appointed and their duties regulated in accordance with the Act.

44. The accounting records shall be kept at the office, or subject to Section 222 of the Act, at such other place or places as the Council shall think fit, and shall always be open to the inspection of the members of the Council.

45. The Council shall from time to time cause to be prepared and be laid before the Association in general meeting such income and expenditure accounts and balance sheets and reports as are required by Sections 227, 228, 235 and 236 of the Act and otherwise comply with the requirements of Chapter 1 of part VII of the Act 

46. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Council in general meeting, together with a copy of the auditor’s report and report of the Council shall, not less than twenty one days before the date of the meeting be sent to every member of the Council


Notices

47. Any notice to be given to or by any person pursuant to the Articles shall be in writing except that a notice calling a meeting of the Executive Committee need not be in writing.

48. A notice may be given by the Council to any member of the council either personally or by sending it by post to him or her at his or her registered address, or (if he or she has no registered address in the United Kingdom) to the address if any supplied by him or her to the Council for the giving of notices to him or her.

49. Notice of every general meeting shall be given in any manner hereinbefore authorised:

a) to every member of the Council except those members who (having no registered address within the United Kingdom) have not supplied to the Council an address within the United Kingdom for the giving of notices to the

and

 b) to the auditor for the time being of the Council

No other person shall be entitled to receive notices of general meetings.

Dissolution

50. The provisions for the time being in the Memorandum relating to the winding-up and dissolution of the Council shall have effect as if the same were repeated in these presents.

Indemnity

51. Subject to Section 310 of the Act every member of the Council and its auditor shall be indemnified out of the assets of the Council against all losses or liabilities which he or she may sustain or incur in or about the execution of the duties of his or her office or otherwise in relation thereto including any liability incurred by him or her in defending any proceedings, whether civil or criminal in which judgement is given in his or her favour or in which he or she is acquitted or in connection with any application under Section 727 of the Act in which relief is granted to him or her by the Court and no member of the Council or other officer shall be liable for any loss, damage or misfortune that may happen to or be incurred by the Council in the execution of the duties of his or her office or in relation thereto.

 

NAMES AND ADDRESSES OF SUBSCRIBERS