The name of the organisation (hereinafter called the Association) is the Association Representing Mental Health Care (A.R.M.C.).
The objects of the Association are the relief of necessitous persons with learning disability or those recovering from mental illness, (hereinafter called the CLIENT) and the furtherance and protection of the common interest of such persons in the care of independent and voluntary organisations.
In pursuit of the objects of the Association, without prejudice to the generality of its powers, is in particular established;
a: To make possible discussion, consultation and cooperation between independent and voluntary organisations engaging in care for the client.
b: To foster consultation and cooperation between such organisations and local authorities and statutory and other agencies concerned with the objects of the Association.
c: To offer members and their organisations collectively such advice and guidance to individual organisations at their request.
d: Where appropriate, to provide training and education opportunities leading to improved standards of practice.
Nothing in these declared objects shall be construed or implemented in such way as to interfere with the freedom of members to manage or conduct their own affairs.
a: The income of the Association howsoever derived shall be applied solely towards the promotion of the objects of the Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Association. However, nothing shall prevent the payment, in good faith, of reasonable out of pocket expenses to any member for services actually rendered or incurred.
b.: if upon winding up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever, it shall not be paid to, or distributed among the members but shall be given to some other institution having objects similar to the Association which too shall prohibit the distribution of its income and property among its members and if affect cannot be given to such provision then to some charitable object, subject to the decision of an E.G.M. called for that express purpose.
The Association shall consist of those organisations and persons legitimately providing care and support services for the client, or having a direct interest in doing so, as the Management Council (hereinafter called Council) may agree and who are prepared to subscribe to the Associations CODE OF PRACTICE.
a: The Association shall hold a General Meeting in every calendar year as its Annual General Meeting. (Hereinafter called A.G.M.)
b: All General Meetings other than A.G.M.’s shall be called Extraordinary General Meetings. (Hereinafter called E.G.M.)
c: At least 21 days’ notice in writing shall be given of each A.G.M. and 14 days of any E.G.M., specifying the place, date and time of the meeting. In the case of special business the general nature of that business shall also be given.
d: The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person shall not invalidate any resolution passed, or any proceeding had, at any meeting.
a: No business shall be conducted at any General Meeting unless a Quorum is present when the meeting proceeds to business. Save as herein otherwise provided ONE THIRD of the Management Council and six members of the Association shall quorum.
b: If within half an hour from the appointed time of the holding of the 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 such place as the Council may determine, if at this adjourned meeting a quorum is not present within half an hour of the time appointed the members present shall quorum.
c: The Chairperson (if any) of the Council shall preside as Chairperson at every general meeting, but if there is no chairperson if he/she is not present within fifteen minutes of the appointed time, or is unwilling to preside, then the Vice Chairperson will act instead. In any event that neither is available or willing to preside, the members may choose some other member to preside.
d: The Chairperson 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 place to place.
e: At any General Meeting a resolution put to the vote shall be decided on a show of hands, unless a poll is deemed necessary or demanded.
f: If a poll is demanded it shall be taken at such time and place as the Chairperson of the meeting directs.
g: No poll shall be demanded on the election of a Chairperson at a meeting or question of adjournment
h: In the case of equality of votes however cast, the Chairperson of the meeting shall be entitled to a second or casting vote.
- i) The demand for a poll shall not prevent the meeting continuing to transact business apart from the question for which the poll is demanded.
7.0 Vote of Members:
Every member organisation shall have one vote, provided all fees are paid up to date.
When the member is a company, trust, partnership or other corporate body, the individual entitled to vote must be designated in writing by the principal of that body.
Votes may be cast on a poll in person or by proxy.
The instrument appointing a proxy shall be in writing under the appointee and shall be deposited with the secretary before the time appointed for holding the meeting.
8.0 Council of Management:
Unless otherwise determined by a General Meeting the number of members of the Council shall not be less than five.
The Council may from time to time, at any time, appoint a Member of the Association as a member of the Council. Any member so appointed shall hold office until the next A.G.M. when they may stand for re-election.
No person who is not a member of the Association shall in any circumstances be eligible to hold office as a member of the Council.
The Association may from time to time in General Meeting increase or decrease the size of the Council and may make appointments necessary. The Association may by special resolution remove any member of the Council before the expiration of their period of office and may by ordinary resolution appoint another instead, such replacement holding office until the next A.G.M.
9.0 Election of Members of the Council:
At the A.G.M. to be held every year the Council will retire from office and if eligible can offer themselves for re-election.
The Association may at the meeting of which members of the Council retire fill up the vacancies by electing members thereto.
Any qualified member entitled to vote may nominate themselves for election to the Management Council prior to the commencement of the A.G.M. subject to being seconded by another qualified member of the Association also entitled to vote.
At each A.G.M. the Association will elect a Management Council. THE COUNCIL shall select a CHAIRPERSON, VICE CHAIRPERSON, HONORARY SECRETARY, and HONORARY TREASURER from their number. Officers will normally hold office until the following A.G.M. when they shall be eligible for re-appointment.
10.0 Powers of the Council
The business of The Association shall be managed by the Council except such business that is required herein to be exercised or done within General Meeting.
The Council may act notwithstanding vacancies in their body provided the number does not fall below the minimum number prescribed. In this event it shall be lawful for the only to act as the Council for the purpose of admitting organisations to membership of The Association, filling vacancies in their own body or summoning a General Meeting, but not for any other purpose.
The Council shall consider any matter, development or proposal which seems to be of importance to member organisations.
The Council shall consider any mattered referred to it by a General Meeting of The Association or by a member and submit it’s findings and recommendations, if any, to The Association or member as soon as possible.
The Council shall make such representations in the name of The Association as three quarters of the representatives present at any General Meeting of The Association may decide following the receipt and consideration by The Association of any report or recommendation submitted by The Council.
The Council shall establish and maintain contact in the name of The Association with Central and Local Government departments concerned with Social Work for the client and their families in such ways as to be seen by the Council to be in the interests of member organisations.
The Council may submit to a General Meeting of The Association a budget for the financial year commencing the next following “date” including subscriptions to be paid by members if applicable.
The Council shall take any other action or step which may seem to it necessary, reporting the same to the next General Meeting of the Association.
The Council may from time to time appoint sub-committees for specific purposes as circumstances may require.
11.0 Proceedings of the Council:
The Council may regulate their meetings as they see fit and unless otherwise determined FIFTY PERCENT (rounded down) OF THE ELECTED NUMBER SHALL BE A QUORUM. Decisions will be made by a simple majority vote with the Chairperson having a second or casting vote in the event of equality of votes.
A member of the Council may and upon request of a member of the Council the Honorary Secretary SHALL at any time summon a meeting of the Council by notice served on the members of the Council.
The Council shall cause proper minutes to be made of all business transacted.
The Council shall cause proper books of account to be kept with respect to:
- i) all sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place.
- ii) all sales and purchases of goods by the Association.
iii) the assets and liabilities of the Association.
Proper books will not be deemed to have been kept if there are not kept such books of accounts as are necessary to give a true and fair view of the state of affairs of the Association and to explain its transactions.
The books of accounts shall be kept by the Honorary Treasurer at such places the Council shall think fit and shall always be open to inspection by members of the Council.
The Council shall determine whether and to what extent and at what time and place and under what conditions or regulations the accounts and books of the Association shall be open to the inspection of members.
Ate the A.G.M. in every year the Council shall lay before the Association a proper income and expenditure account made up to date not more than four months before such meeting together with proper balance sheet made up at the same date. Every such balance sheet shall be accompanied by proper reports of the Council and the Auditors if applicable, and copies of such account, balance sheet and reports shall, not less than 21 clear days before the date of the meeting, be sent to the Auditors if applicable and to all other persons entitled to receive notices of General Meetings. The Auditors report shall be open to inspection and read before the meeting.
13.0 Disqualification of Members of The Association:
A member will cease to be a member of the Association;
- i) If a receiving order is made against them or they make any arrangement or composition with their creditors.
- ii) If they become incapable as defined by the Mental Capacity Act 2005.
iii) If they are removed by resolution of the Association.
- iv) If by written notice they resign membership.
- v) If the membership fees fail s to be paid.
A notice may be served by the Association on any member either personally or by sending it through the post in a pre-paid letter appearing to such a member as their address as shown in the register of members.
Any member not normally resident in the U.K. shall be entitled to have notice served upon them at a U.K. address used for this purpose.
Any notice if served by post shall be deemed to have been served. A newsletter is deemed to have served the same purpose.
15.0 Amendment of Constitution:
This constitution may from time to time be amended or altered in any respect by vote of half of the representatives present at any General Meeting of the Association.
Clause 3b shall have effect.
Amended 24.8.16 – Adopted 5.4.17 at AGM