Part 1
1. Adoption of the Constitution
The Association and its Property is administered and managed in accordance with the provisions in Part 1 and 2 of this constitution.
2. The Name
The Association’s name is The Association of Guyanese Nurses and Allied Professionals in the United Kingdom, hereinafter variously called: AGNAP, AGNAP (UK), the Charity or The Association
3. Honours
The Association is the holder of the Guyana Government’s Medal of Service and is thus entitled to use the words ‘Medal of Service’ or the abbreviation ‘MS’ in its description.
4. Registration
The Association is a Registered British Charity (number 1055894)
5. Objects
The Association’s objects (objectives) are:
1. To contribute towards the relief of sickness in Guyana
2. To help in the advancement of health education in Guyana and in the United Kingdom
3. To help in the preservation, protection and advancement of public health by providing information, training and advice to the public and to health professionals
4. To work collaboratively with institutions and other charitable associations in Guyana and in the UK which promote the health, health education and wellbeing of local people
6. Application of Income and Property
1. The income and property of the Charity shall be applied solely towards the promotion of its objects
2. A Trustee may pay out or be reimbursed from the property of the Charity reasonable expenses properly incurred by him or her when acting on behalf and on the authority of the Charity
3. None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the charity
4. No Trustee may be paid or receive any other benefit for being a Trustee
5. A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter
6. In this Clause, ‘Trustee’ shall include any person, firm or company connected with the Trustee
7. The Charity may operate a welfare fund for the benefit of its members provided that no money or goods received by the Association for its charitable objects shall be applied to this fund
7. Dissolution
1. If the members resolve to dissolve the Charity the Trustees shall remain in office as Charity Trustees and shall be responsive for winding up the affairs of the Charity in accordance with this clause
2. The Trustees must collect in all the assets of the Charity and must pay or make provision for payment of all the liabilities of the Charity
3. The Trustees must apply any remaining property or money:
a. directly for the objects
b. by transfer to any charity or charities in the UK or Guyana with objectives similar to those of the Charity
c. In any such other manner as the Charity Commission for England and Wales (The Commission) may approve
4. The members may pass a resolution before or at the same time as the resolution to dissolve the Charity, specifying the manner in which the Trustees are to apply the remaining property or assets of the Charity. The Trustees must comply with the resolution if it is consistent with paragraphs (a) to (c) inclusive in sub-clause 3 above
5. In no circumstances shall the net assets of the Charity be paid to or distributed among the members or Trustees of the Charity
6. The Trustees must notify the Commission promptly that the Charity has been dissolved. If the Trustees are obliged to send the Charity’s accounts to the Commission for the accounting period which ended before it’s dissolution, they must send the Charity’s final accounts to the Commission
8. Amendments
1. The Charity may amend any provision contained in part 1 of this Constitution provided that:
a. No amendment may be made that would have the effect of making the Charity cease to be a Charity at law
b. No amendment may be made to alter the objects if the change would not be within the reasonable contemplation of the members or donors to the Charity
c. No amendment may be made to the objects without the prior written consent of the Charity Commission
d. Any resolution to amend this part of the constitution is passed by not less than two thirds of the members present and voting at a general meeting
2. A copy of any resolution amending this part of the constitution shall be sent to the Commission within twenty-one days of it being passed
Part 2
9. Membership
1. Membership of the Association is open to:
a. All Guyanese Nurses and Allied professionals who share the values and objectives of AGNAP as per the Constitution, and whose application for membership is approved by the Trustees
b. Non-Guyanese professionals who are involved in any form of healthcare who share the values and objectives of AGNAP and whose application for membership is approved by the Trustees
c. Persons over eighteen years who share the values and objectives of AGNAP as per constitution and whose application for membership is approved by the Trustees
d. Guyanese professionals not involved in any form of healthcare
2. 10% of the membership may be open to non-Guyanese nationals
3. Trustees must only refuse an application for membership if acting reasonably and properly they consider it to be in the best interests of the Charity to refuse this application
a. The Trustees must inform the applicant, in writing of the reasons for the refusal within 10 days of the decision
b. The Trustees must consider any written representations the applicant may make about the decision
c. The Trustee’s decision, following any written representation must be notified to the applicant in writing, but shall be final
4. Trustees must keep a register of names and addresses of the members which must be made available to the Commission upon request
5. Membership is non-transferable
10. Termination of Membership
Membership shall be terminated if:
1. The member dies or, if an organisation, ceases to exist
2. The member resigns by written notice to the Charity unless, after the resignation, there would be less than two members remaining in the Charity
3. The member is removed from the membership by a resolution of the Trustees that is in the best interests of the Charity that his or her membership be terminated, where:
a. Conduct and behaviour does not align with the values or objectives of the charity and/or can be deemed unbecoming within reasonable contemplation of its members
b. Behaviour in breach of current statutory regulations or those of the Charity Commission
c. Action likely to bring the charity into disrepute
d. Misrepresentation of the charity or its members
4. A member owing money or a duty of care to the Charity has not paid the money or performed the duty of care within two months of being requested to do so by the Trustees
5. The member is removed from the membership by a resolution of the Trustees that is in the best interest of the Charity that his or her membership be terminated. A resolution to remove a member from the membership may only be passed if:
a. The member has been given 14 days’ notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is to be proposed
b. The member or, at the option of the member, the member’s representative (who need not be a member of the Charity) has been allowed to make representations to the meeting
11. Meetings
1. The Charity must hold a general meeting within twelve months of the date of the adoption of the Constitution
2. An annual general meeting (AGM) must be held every year and not more than fifteen months may elapse between successive annual general meetings
3. All general meetings other than AGMs shall be called ‘Members’ Meetings’
4. The Trustees may call Executive Committee meetings at any time
5. The Trustees must call a member’s meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed
6. If the Trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a member’s meeting but in doing so they must comply with the provisions of the Constitution
7. The minimum period of notice required to hold any general meeting of the Charity is fourteen clear days from the date on which the notice is deemed to have been given
8. A general meeting may be called by shorter notice if it is so agreed by all the members entitled to attend and vote
9. The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so
10.The notice must be given to all the members and to the Trustees
12. Quorum
1. No business shall be transacted at any members meeting unless a quorum is present.
2. A quorum shall comprise:
a. 10 members entitled to vote upon the business to be conducted at the meeting or one tenth of the total members, present at the time, whichever is the greater.
3. If a quorum is not present within half an hour from the time of the appointment for the meeting or, during a meeting a quorum ceases to be present, the meeting shall be adjourned until such time and unto such place as the Trustees shall determine. Then the Trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date, time and place
4. If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at the time, regardless of their number, shall constitute the quorum for that meeting
13. Chair
1. General meetings shall be chaired by the person who has been elected as Chair
2. If there be no such person or he or she is not present within fifteen minutes of the time appointed for the meeting the Vice Chair or a Trustee nominated by the Trustee shall chair the meeting
3. If there is only one Trustee present and willing to act, he or she shall chair the meeting
4. If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting
14. Adjournments
1. The members present at a meeting may resolve that the meeting shall be adjourned
2. The person who is chairing the meeting must decide the date, time and place at which meeting is to be re-convened unless those details are specified in the resolution
3. No business shall be conducted at an adjourned meeting save that which would properly have been conducted at the original meeting had the adjournment not taken place
4. If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting
15. Votes
1. Each member, including the person chairing the meeting, shall have one vote
2. If there is an equality of votes, the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have cast
3. A resolution in writing signed by each member who would have been entitled to vote upon a proposal at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members
16. Representatives of other organisations
1. Any organisation that is a member of the charity may nominate any of their members to act as its representative at a meeting of the charity.
2. The organisation must give written notice to the charity, the name of the representative and the duration of the time of representation
17. Officers and Trustees
1. The Charity and its property shall be managed and administered by an executive committee comprising the officers and other Trustees elected in accordance with this Constitution. The officers and other Trustees in this Constitution are together called ‘The Trustees’
2. The Charity shall have the following officers (Executives)
a. A Chairperson and a Vice chairperson
b. A Secretary and Assistant Secretary
c. A Treasurer and Assistant Treasurer
d. A Membership secretary
It may also have all or any of the following officers:
e. A Fundraising Officer
f. An Events Organiser
g. A Welfare Officer
h. A Public Relations officer
i. A maximum of seven (7) further Trustees if required to fill any skills or knowledge gaps within the Executive
3. A Trustee must be a member of the Charity
4. No one may be appointed Trustee if he or she would be disqualified from acting under the provisions of Clause 18
5. The number of Trustees shall be not less than 3, but (unless otherwise determined by a resolution of the Charity in general meeting) shall be subject to a maximum of 18 persons
6. A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees
18. Appointment of Officers and Trustees
1. The Charity at its AGM shall elect the Officers and the other Trustees
2. The Trustees may appoint any person who is willing to act as a Trustee. They may also appoint Trustees to act as officers
3. Each of the Trustees shall serve a minimum term of 2 years with an option for a 3rd year. The term will commence from the conclusion of the Annual General Meeting at which they have been elected and shall be eligible for re-election for a 2nd term at the appropriate Annual General Meeting
4. No-one may be elected a Trustee or an Officer at any Annual General Meeting unless prior to the meeting the Charity is given a notice that:
a. Is signed by a member entitled to vote at the meeting
b. States the member’s intention to propose the appointment of a person as a Trustee or as an officer
c. Is signed by the person who is to be proposed to show his or her willingness to be appointed
5.
a. The appointment of a Trustee, whether by the Charity in a general meeting or by the other Trustees, must not cause the number of Trustees to exceed any number fixed in accordance with clause 17.5 of this Constitution as the maximum number of Trustees (currently 18)
b. The Trustees may not appoint a person to be an officer if a person who has already been elected or appointed to that office has not vacated it
19. Titular Officials
1. The Trustees may appoint:
a. A president
b. A maximum of two vice presidents
c. A maximum of five patrons
None of whom shall by virtue of their position be a Trustee but any of whom may. upon invitation of the Chairperson, attend Executive meetings of the Charity at which they shall have right to speak but not to vote
20. Powers of Trustees
1. The Trustees shall manage the business of the Charity, with the following powers to further its objects:
a. To raise funds for the Charity
b. To authorise the spending of the Charity’s funds in agreement with Charity members via the annual budget and disbursement proposal process
c. To comprise the Executive Committee of the Charity
d. To collaborate with other charities, voluntary bodies and statutory authorities and to exchange information and advice to them
e. To establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects
f. To acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed with objects compatible with those of AGNAP
g. To set aside income as a reserve against future expenditure in accordance with a written policy on reserves
h. To obtain and pay for such goods and services as are necessary to carry out the work of the Charity
i. To open and operate such bank and other accounts as they consider necessary, to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the Trustee of a trust are permitted to do by the Trustee Act 2011, whilst ensuring that such funds be timely used for the purposes for which they were raised or donated.
j. No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees
k. Any meeting of Trustees at which a quorum is present may make decisions as per the powers invested in the Trustees
21. Disqualification and Removal of Trustees
A Trustee shall cease to hold office if he or she:
1. Is disqualified for acting as a Trustee by virtue of sections 78 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision)
2. Ceases to be a member of the Charity
3. Becomes incapable by reason of mental disorder, illness, or injury of managing his or her own affairs
4. Non-payment of membership fee after reminders to do so
5. Behaves in an unbecoming manner incompatible with the values or objects of the Charity
6. Breaches current statutory regulations and/or those of the Charity Commission
7. Acts in a manner likely to bring the Charity into disrepute
8. Misrepresents the charity or its members
9. Resigns as a Trustee by notice to the Charity (but only if at least two Trustees would remain in office if / when the notice of resignation were to take effect)
10. Is absent without the permission of the Trustees from all their meetings held within a period of three consecutive months and the Trustees resolve that his or her office be vacated
22. Proceedings of Trustees
1. The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.
2. Any Trustee may call a meeting of the Trustees
3. The secretary must call a meeting of the Trustees if requested to do so by a Trustee
4. Questions arising at a meeting must be decided by a majority of votes
5. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote
6. No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made
7. The quorum shall be three or the number nearest to one third of the total number of Trustees, whichever is the greater or a larger number set as may be decided from time to time by the Trustees
8. A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote
9. If the number of Trustees present be less than the number required for the quorum, the Trustees present may act only for the purpose of filling vacancies or of calling a general meeting
10. The person elected as the Chair shall chair meetings of the Trustees
11. If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, then the Trustees present may appoint one of their members to chair that meeting
12. The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees
13. A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held
14. The resolution in writing may comprise several documents containing the text of the resolution, each signed by one or more of the Trustees
23. Delegation
1. The Trustees may delegate any of their powers or functions to a committee of two or more Trustees but the terms of any such delegation must be recorded in the minute book
2. The Trustees may impose conditions when delegating, including the conditions that:
a. The relevant powers are to be exercised exclusively by the committee to whom they have delegated
b. No expenditure may be incurred on behalf of the Charity except in accordance with a budget previously agreed with the Trustees
3. The Trustees may revoke or alter a delegation
4. All acts and proceedings of any committees must be fully and promptly reported to the Trustees
5. In instances where it has been agreed by the Trustees that Interim management committee is required to “bridge the gap” between the election process, these roles may be filled with terms of tenure clearly defined and by personnel who will play no part in forthcoming election
24. Irregularities in Proceedings
1. Subject to sub-clause 2 of this clause, all acts done by a meeting of Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote by a Trustee:
i. who was disqualified from holding office
ii. who had previously retired or who had been obliged by the constitution to vacate office
iii. who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; if, without; that Trustee being counted in the quorum, the decision has been made by a majority of the Trustees at a quorate meeting
2. Sub-clause 1 of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been void.
3. No resolution or act of
a. The Trustees
b. Any committee of the Trustees
c. The Charity in general meeting
shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Charity
25. Minutes
The Trustees must keep minutes of all:
1. Appointments of officers and Trustees made by the Trustees
2. Proceedings at meetings of the Charity
3. Meetings of the Trustees and committees of Trustees including:
i. the names of the Trustees present at the meeting
ii. the decisions made at the meeting; and
iii. where appropriate, the reasons for the decisions
26. Annual Report and Return and Accounts
1. The Trustees must comply with their obligations under the Charities Act 2011 and current requirements of the Commission with regard to:
a. The keeping of accounting records for the Charity
b. The preparation of annual statements of account to the Charity
c. The transmission of the statements of account to the Charity
d. The preparation of an Annual Report and it’s transmission to the Commission
2. Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body
3. There shall be a membership fee which must be paid annually. The amount of which shall be determined by a majority vote at the Annual General Meeting on the recommendation of the management Committee
4. An auditor shall be appointed annually on the recommendation of the Trustees and the members at the Annual General Meeting
27. Registered Particulars
The Trustees must notify the Commission promptly of any changes which need to be made to the Charity’s entry on the Central Register of Charities
28. Property
1. The Trustees must ensure that:
a. Title to any land held by or in trust for the Charity that is not vested in the Official Custodian of Charities and
b. All investments held by or on behalf of the Charity are vested either in a corporation entitled to act as custodian Trustee or in not less than three individuals appointed by them as holding Trustees.
2. The terms of the appointment of any holding Trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of the Charity.
3. Trustees may remove the holding Trustees at any time
29. Repair and Insurance
The Trustees must keep in repair and insure to their full value against fire and other usual risks, all the buildings of the Charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also ensure suitably in respect of public liability, members, trustees, and volunteers’ liability
30. Notices
1. The minimum period of notice required to hold any general meetings of the Charity is 14 clear days for the day on which notice is given
2. A general meeting may be called at shorter notice if it be so agreed by a quorum of the members entitled to attend and vote, at that meeting as defined in clause 11
3. Any notice required by this constitution to be given to any official body must be:
a. In writing or
b. Given using electronic communications
4. The Charity may give any notice to members either:
a. Personally
b. By sending it by post in a prepaid envelope addressed to the member at his or her address
c. By leaving it at the address of the member
d. By giving it using electronic communications
5. A member who does not register an address with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity
6. A member present in person at any meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called
7. Proof that an envelope containing a notice was properly addressed, prepaid, and posted shall be conclusive evidence that the notice was given.
8. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
9. A notice shall be deemed to be given 48 Hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent
31. Conflict of Interest / Conflict of loyalties
1. Trustees must declare the nature and extent of any interests direct or indirect which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the Charity which has not been previously declared
2. Absent himself or herself from any discussions of the Charity Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interest of the Charity and personal interests (including but not limited to any personal financial interests)
3. Any Charity Trustee absenting himself or herself from any discussion in accordance with this clause must not vote or be counted as part of the quorum in any decision of the Charity Trustees or the matter
32. Disputes
It is the responsibility of the Trustees and members to attempt to resolve any disagreement or dispute as to how the charity is run amongst themselves. However, if agreement cannot be reached, then advice must be sought from an independent third party such as the President, Vice President of AGNAP, National or umbrella body or any other reputable person in the community who works in or have knowledge of the area being disputed.
Failing this, if a more formal route be deemed necessary, then Mediation may be sought, Litigation must be a last resort.
33. Complaints procedure
It is the responsibility of the Charity to treat all complaints positively and seriously, making it possible for individuals to express their views. The process for this is defined in the rules and byelaws which will ensure complaints are acted upon quickly and effectively. Investigations shall be conducted by a team that comprises personnel, independent of the Charity. The complainant shall be kept informed, be consulted, and if necessary, the Charity shall provide support for an individual in pursuing his or her complaint.
34. Rules / Byelaws
1. The Trustees may from time to time make rules or byelaws for the conduct of the Charity’s business
2. The byelaws may regulate the following matters but are not restricted to them:
a. The admission of members of the Charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members
b. The conduct of members of the Charity in relation to one another and to the Charity’s employees and volunteers
c. Complaints procedure
d. Conflict resolution
e. The setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes
f. The procedure at general meeting and meetings of the Trustees insofar as such procedure is not regulated by this Constitution
g. The keeping and authentication of records. (if regulations made under this clause permit records of the Charity to be kept in electronic form and require a Trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated
h. Generally, all such matters as are commonly the subject matter of the rules of an unincorporated association
3. The members of the Charity in a general meeting have the power to alter, add to or repeal the rules or byelaws
4. The Trustees must adopt such means as they think sufficient to bring the rules and byelaws to the notice of every member of the Charity
5. The rules or byelaws shall be binding on all members of the Charity. No rule or byelaw shall be inconsistent with or shall affect, repeal and amend anything contained in this Constitution
6. Generally, all such matters are commonly the subject matter of the rules of an unincorporated Association (AGNAP)
=END=
Ratified at the Annual General Meeting of AGNAP on Sunday 19th September 2021
Signed by the following Officers and Trustees:
Chairperson Maleka Harcharran
Vice Chairperson Alift Harewood MBE
Secretary Betty Why
Treasurer Desirée Scipio
