APCSW CONSTITUTION
Approved and adopted 11 September 2014, updated February 2020
- Name
The name of the Association is “The Association of Palliative Care Social Workers”
(APCSW) - Definitions
The following definitions are adopted in this Constitution:
Associate Member – shall mean a person described in 5.10 below.
Chairperson – the office holder who is a member of the Executive Committee and
who shall be identified as Chairperson of APCSW (see in particular 6.3, 6.18, 6.19
and 6.20 below)
Executive Committee – the committee responsible for policy setting and day to day
management of APCSW more particularly described in 6 below
Financial Statements – annual accounts of APCSW (in a form determined by the
Executive Committee as described in 6.15 below) together with a report of the
activities of APCSW and the Executive Committee for the year to which the accounts
relate
Friend – shall mean a person described in 5.9 below
General Meeting – any meeting of Members, which shall include the Annual General
Meeting (AGM); provisions relating to General Meetings are in 8 below
Member (s) – a member (or members) of APCSW as described in 5.1 below
Group Representative – a person elected in accordance with 7.4 below to serve on
the Executive Committee
Standing Committee – a committee established to take necessary decisions and
actions between meetings of the Executive Committee and described in 6.10 below
Treasurer – one of two office holders required by this Constitution (the other being
the Chairperson), who shall be a member of the Executive Committee
2 - Objects
The objects of APCSW are:
3.1 To act as a focal point for professional social work practice in palliative care
3.2 to facilitate communication between Membership
3.3 To provide peer support to Members
3.4 To use the knowledge, skills and experience of members to influence relevant
local and national issues
3.5 to encourage and promote the professional development and education of
Members
3.6 To arrange an annual conference for Members (unless in the opinion of the
Executive Committee acting reasonably this is not practicable or financially
viable or is not otherwise appropriate)
3.7 To promote equality, dignity and diversity and to support its Members in
advocating these within their workplace and within APCSW
3.8 To represent and reflect the views of the Members
3.9 To do any other lawful things, and provide such services, as are consistent
with the objects set out in 3.1 to 3.8 above. - Powers
4.1 To further these objects APCSW may:
4.1.1 Levy subscriptions from Members at rates and for periods to be
determined from time to time (on the recommendation of the Executive
Committee) at the AGM of APCSW
4.1.2 Fundraise, which shall include (but is not limited to) accepting gifts,
donations, grants and/or sponsorship, borrowing or raising money on
such terms (including the giving of security) as shall be appropriate having
regard to prevailing principles and standards of prudent fiscal
management
4.1.3 Hold educational events including but not limited to, conferences,
seminars, training activities
4.1.4 Co-operate with other organisations including charities, voluntary bodies,
other professional associations and networks, and statutory authorities
which themselves operate in furtherance of similar objects and to
exchange information and advice with them
4.1.5 Hold joint meetings and generally engage in collaborations with other
organisations (including but not limited to those described in 4.1.4) to
further the objects of APCSW
4.1.6 Establish or support trusts, foundations, associations or institutions
which are essentially either charitable, or philanthropic or otherwise not
for profit, to further APCSW’s objects
3
4.1.7 Open and operate a bank or building society account (or accounts
including interest bearing deposit accounts) in the name of APCSW
4.1.8 Take out insurance policies as appropriate and available for the
protection of Members (or co-optees properly appointed under this
Constitution who are not Members) acting lawfully and in good faith, in
any capacity within APCSW
4.1.9 Do any other lawful things necessary for the attainment of the objects.
4.2 All monies raised by or on behalf of APCSW shall be applied to further the
objects of APCSW and for no other purpose
4.3 If APCSW requires legal representation or wishes to hold property, up to
four Members shall be selected by the Executive Committee to act (if
they so consent) as trustees and representatives for APCSW. Such
persons shall be obliged (subject to law) to comply with the direction of
the Executive Committee in performing their duties and shall, whether
still in office or retired, be entitled to a full indemnity out of the funds of
the APCSW for any loss, damage, costs, expenses, actions or proceedings
which they suffer or for any liability they incur either:
4.3.1 in the performance of their duties under this Constitution or
4.3.2 by reason of being such trustees and representatives or
4.3.3 in enforcing the indemnity save that they shall not be entitled to such
indemnity if the loss, damage, costs, expenses, actions or proceedings were as a
result of the trustee’s (or representative’s) willful default or gross negligence. - Membership and Friends
5.1 A Member must be an individual who is a social worker registered with the
appropriate national regulatory bodies in England, Wales, Scotland, Northern
Ireland and Republic of Ireland, Channel Islands, and who is:
5.1.1 working in palliative care, or
5.1.2 fulfilling an academic or supervisory role in palliative care
5.2 If any Member’s subscription is unpaid for 3 calendar months from the date
on which payment was due, that Member shall be deemed to have resigned from
APCSW
5.3. Member’s subscriptions shall not be subject to reimbursement in part or in
full for any reason unless the Executive Committee, in its absolute discretion,
provides otherwise in any case. Where a Member ceases to fulfil either 5.1.1 or
5.1.2 his/her membership shall terminate at the end of the relevant subscription
year.
4
5.4 The Executive Committee will consider, approve or reject applications for
Membership or Associate Membership and its decision is final and binding. The
Executive Committee, in its absolute discretion, may admit an individual as a
Member who does not otherwise fulfil the criteria set out in 5.1 above if to do so
would better advance and/or further the objects of APCSW.
5.5 The Executive Committee may also terminate the Membership of any
Member at any time provided it has good and sufficient reason so to do in the
best interests of APCSW and provided that the Member concerned shall be
entitled to make written or oral representations to the Executive Committee
before any such power is exercised.
5.6 The Executive Committee shall keep a current register of Members with the
Member’s full name and contact postal address (and where the Member agrees
to accept service of notice by email, his/her email address) which shall be
available for inspection by Members solely for purposes connected with APCSW
on reasonable prior notice and in so doing the Executive Committee shall ensure
that this requirement is brought to the attention of Members and if any Member
shall not give express consent to the keeping of such details on this register then
the Executive Committee may (but is not obliged to) refuse or terminate
Membership.
5.7 Every Member of APCSW shall be entitled to:
5.7.1 receive notice of any General Meeting, including the AGM, of APCSW in
accordance with the procedure set out in 8.1 and/or 8.6 below,
5.8.2 receive the Financial Statements or any other document to be presented to
any General Meeting, including the AGM
5.7.3 attend and speak at any General Meeting, including the AGM
5.7.4 except for any Associate Member or Friend vote at any General Meeting,
including the AGM
5.8 Otherwise Members shall be entitled to such benefits as the Executive
Committee may determine in order to ensure that the objects of APCSW are
carried out.
5.9 A category of “Friend of APCSW was created in 2009 and continues. This is for
past Members of APCSW who may not be eligible to be registered with their
appropriate regulatory body but who wish to retain links with APCSW. A Friend
shall be entitled to such benefits as the Executive Committee may determine
including attendance at the AGM or any other General Meeting but may only
speak if the Chairperson so permits and in no circumstances may a Friend vote.
5
5.10 A category of ‘Associate Member’ was created in 2016. This is for people
who are not eligible to become members of the Association but have a
professional interest in its work. This will include members of related
professions, registered social workers other than specialist palliative care social
workers, palliative care social workers who are not resident in the UK, employees
and representatives of organisations of people with lived experience, educators
and mentors. This list is not intended to be exhaustive. Associate Members shall
be entitled to such benefits as the Executive Committee may determine including
attendance at the AGM or any other General Meeting but may only speak if the
Chairperson so permits and in no circumstances may an Associate Member vote. - Executive Committee and Chairperson
6.1 The policy setting and day to day management of APCSW shall be dealt with
by the Executive Committee
6.2 Any Member is eligible to be appointed to the Executive Committee subject
to such rules and processes relating to nomination and appointment
as the Executive Committee shall draw up provided such appointments are
formally adopted at the AGM. Where there are more nominations for
appointment than places available on the Executive Committee, the appointment
of the Executive Committee shall be by election at the AGM (see 8.4.2 below)
6.3 The Executive Committee shall be a minimum of 10 Members, of which:
6.3.1 one will hold office as Chairperson of APCSW and
6.3.2 one will be Treasurer of APCSW and
6.3.3 up to a maximum of 2 per region will be Group Representatives appointed
in accordance with 7.1 below and
6.3.4 at least 2 others; but apart from the Chairperson and the Treasurer, the
Executive Committee may decide whether to establish any other specific office
holders from among its number.
Save in the case of the Chairperson, the Executive Committee shall select the
office holders from its number (excluding the Group Representatives see 7.1
below) by simple majority vote. The appointment of the Chairperson is dealt with
at 6.17 to 6.19 below.
6.4 The term of office of a member of the Executive Committee shall be 3year(s)
from an AGM. No Member shall serve on the Executive Committee for more than
6 consecutive years (which shall include any period as a designated office holder)
unless circumstances otherwise require as determined by the Executive
Committee in its absolute discretion. Any period of co-option will be disregarded.
6.5 The term of office of the Treasurer and any other office holder established
under 6.3 above shall be 3 years from an AGM. No member of the Executive
Committee shall serve as an office holder for more than 7 consecutive years
(including any period of co-option) unless circumstances otherwise require as
6
determined by the Executive Committee in its discretion. The term of office of
the Chairperson is dealt with at 6.18 below.
6.6 The Executive Committee may appoint and pay for such clerical or other
assistance as it may reasonably require.
6.7 The Executive Committee may appoint and pay independent professional
advisers, consultants or third party contractors on such terms as it may properly
require in the best interests of APSCW and in order properly to discharge its
policy and management responsibilities.
6.8 The Executive Committee may establish sub-committees for any purpose
provided appropriate written terms of reference for such committees ensure
their accountability to the Executive Committee.
6.9 The Executive Committee shall meet at least 4 times a year, and more
frequently if the majority of the Executive Committee consider it to be requisite.
Provided that all participants may communicate simultaneously with all other
participants, Executive Committee meetings may be held by telephone or video
conference or such other means as the Executive Committee may decide.
6.10 Between Executive Committee meetings, a Standing Committee consisting
of the Chairperson, the Treasurer and one other Executive Committee member
(as agreed by not less than two thirds of the Executive Committee) shall be
responsible for taking any necessary decisions and/or actions but all such
decisions and/or actions shall be reported at the next meeting of the Executive
Committee.
6.11 Minutes shall be kept of meetings of the Executive Committee, Standing
Committee and any sub committee.
6.12 The Executive Committee may at any time co-opt individuals to become its
members. Save in exceptional circumstances (which may include, but are not
limited to, the need to secure particular skills and/or expertise in a member or
members of the Executive Committee) at any time there should be no more cooptions than are needed to ensure that the Executive Committee has its
minimum membership of 10 (see 6.3 above). In exercising its powers of cooption, the Executive Committee may co-opt Associate Members or individuals
who are not Members of AVSM (including Friends), and in particular if no
Member of APCSW is prepared to take up an appointment as Treasurer or any
designated office (other than Chair) which has been established, the Executive
Committee shall co-opt suitable non-Member office-holders.
6.13 Co-options to the Executive Committee (whether or not as designated office
holders) shall continue until the next AGM, when in the case of necessity (to be
reviewed at that and any subsequent AGM) a further period of co-option may be
effected.
7
6.14 The Executive Committee shall have power to make arrangements for, or to
lay down procedures to be followed for, the conduct of any business, meetings,
elections, correspondence, co-options or any other business or activity
connected with the affairs of APCSW and the attainment of APCSW’s objects,
provided these do not expressly or impliedly contradict the provisions of this
Constitution.
6.15 The Executive Committee will be responsible for the prudent fiscal
management of correspondence, co-options or any other business or activity
connected with the affairs of APCSW and will ensure:
6.15.1 The Financial Statements comply with any regulatory requirements
6.15.2 Appropriate and proportionate processes and procedures are adopted in
all dealings with correspondence, co-options or any other business or activity
connected with the affairs of APCSW’s finances, including (but not limited to)
the keeping of appropriate accounting records
6.15.3 Accounts are subject (as best practice or regulation dictate) to
independent audit or examination.
6.16 The quorum for the Executive Committee shall be 5 of which at least 2 shall
be Groupl Representatives.
6.17. The Chairperson of the Executive Committee (who is Chairperson of
APCSW) shall be elected by simple majority vote of the members of the Executive
Committee. If this voting is tied between two or more candidates then those
Members present in person or by proxy at the AGM shall elect by simple majority
from the candidates in question, and the Executive Committee shall be
responsible for establishing procedures for nomination and the election process
in accordance with 6.14 above, provided that Members are given written notice
of any changes or amendments to current procedures no later than the time of
service of the notice of the next AGM to which they apply (see 8.1 below)
6.18 The term of office for the Chairperson shall be 3 years starting from the
close of an AGM in which he/she is elected or adopted (see 8.2 below) and no
individual shall serve for more than 6 consecutive years unless circumstances
otherwise require as determined by the Executive Committee in its discretion.
6.19 The Chairperson shall be a Member but if no Member is willing to seek
office as Chairperson then in the discretion of the Executive Committee an
Associate Member may stand for election. If no Member or Associate Member is
willing to seek office as Chairperson then the Executive Committee may
nominate such other individual as may in its discretion be suitable.
8
6.20 In exercising any power or authority (including any discretion) of the
Executive Committee under this constitution each member of the Executive
Committee must act in good faith and in the best interests of APCSW to further
the attainment of its objects.
6.21 The proceedings of the Executive Committee shall not be invalidated by any
vacancy among its number, or by any failure to appoint, or any defect in the
election, appointment, co-option or qualification of any member of the Executive
Committee
7 Group organisation and participation
7.1 APCSW shall be divided into designated groups and each group shall elect a
Group Representat ive every 3 years to serve on the Executive Committee. This
role may be shared.
7.2 A Group Representative must be a Member of APCSW unless circumstances
otherwise require as determined by the Executive Committee in its discretion.
7.3 The number and composition of the Groups will be as determined by the
AGM from time to time.
7.4. The election process for Group Representatives shall be determined by the
Executive Committee in accordance with 6.14 above.
7.5. The term of office for a Group Representative will be 3 calendar years from
election but no individual may hold office as a Group Representative for more
than 3 consecutive years unless circumstances otherwise require as determined
by the Executive Committee in its absolute discretion.
7.6. A record shall be kept of any group meeting, including a record of the topic
of any presentation and the speaker, summary of discussion and any decisions
made. This will be sent as soon as is practicable to the designated secretary of
the Executive Committee and will be shared with all members of the Executive
Committee - General Meetings
8.1 There shall be an AGM in each calendar year which shall be held no later than
15 months after the previous one, at a time and place to be determined by the
Executive Committee of which not less than 3 weeks prior written notice must be
given to all Members. Such notice must include details of how a Member (but
not an Associate Member or Friend) may vote by proxy (see also 8.7 below)
8.2 The AGM shall be chaired by the Chairperson but if the Chairperson is
unavailable, by the Vice Chair (if any) for the time being or a member of the
Executive Committee to be decided by the Executive Committee in its discretion.
9
The Chairperson’s term of office shall end at the close of the meeting in question
(see 6.18 above).
8.3 If any individual is a member of the Executive Committee (including any
Group Representative) but is not a Member, he/she must also receive notice of
any General Meeting including the AGM as set out in 8.1 above and 8.6 below.
Such individual may attend the General Meeting/AGM, and at the invitation or
otherwise with the permission of the Chairperson may speak, but in no
circumstances vote.
8.4 The business of the AGM shall be to:
8.4.1 receive the Financial Statements for the immediately preceding year
8.4.2 adopt (including, where necessary, by election) candidates to become
members of the Executive Committee (see 6.2, 6.3, 6.12 and 6.13 above)
8.4.3 adopt the Chairperson for the forthcoming year elected by the Executive
Committee and/or where necessary elect the Chairperson (see 6.17 and 6.19)
8.4.4 Deal with any other business for consideration or adoption as required by
this Constitution including to consider any other resolution which has been laid
before the AGM in accordance with 8.5 below
8.5 Proposals for resolution at any General Meeting (including the AGM) shall be
submitted in writing to the Treasurer (or such member of the Executive
Committee designated for this purpose of whom Members shall have been given
prior notice in writing signed by the Treasurer for the time being) not less than 7
clear days before the meeting in question. A resolution shall be submitted either
by a simple majority of the Executive Committee, or shall be proposed by a
Member (but not an Associate Member) and seconded by at least one Member
(but not an Associate Member).
8.6 In addition to the AGM, a General Meeting may be called either by a simple
majority of the Executive Committee or by a written request stating the purpose
of the meeting in question signed by at least one third of Members (but not
including Associate Members) and sent to the Treasurer (or such member of the
Executive Committee designated for this purpose of whom Members shall have
been given prior notice in writing signed by the Treasurer for the time being). On
receipt of such request from Members the Executive Committee shall cause a
General Meeting to be convened within 28 days and otherwise in accordance
with 8.1 and 8.3 above and notice of the meeting must include in the notice of
the meeting in question a statement of its purpose. . Otherwise any General
Meeting shall be called in accordance with the notice provisions in 8.1 above.
10
8.7 A Member (but not an Associate Member) may appoint a proxy to attend in
his/her place to vote at any General Meeting (including the AGM). The proxy
need not be a Member, and can be the Chairperson. A full explanation of
procedural requirements relating to proxies shall be drawn up by the Executive
Committee in accordance with 6.14 above and shall be adequately explained on
any notice of meeting given under 8.1 or 8.6 above.
8.8 The quorum for General Meetings (including the AGM) shall be one quarter
of those Members (but not Associate Members) who are present in person or by
proxy. Save in relation to matters referred to in 9 below business shall be
decided by a simple majority of Members present in person or by proxy.
8.9 At any General Meeting (including the AGM) any Member (but not an
Associate Member) present in person (but not by proxy) may demand, or the
Chairperson may require, a poll either before or immediately after a vote on a
show of hands on the matter in question.
8.10 Any General Meeting (including the AGM) may be held at shorter notice
than is prescribed in this Constitution if over half the Members entitled to attend
and vote at it give their prior written consent.
8.11 Minutes shall be kept of all General Meetings (including the AGM) - Amendments to this Constitution
Additions/changes to this Constitution may only be made by vote at a General
Meeting (including an AGM). Proposals for change may be made by the Executive
Committee or by a resolution proposed by a Member (but not an Associate
Member) and seconded by at least 2 Members (but not Associate Members).
Prior written notice of proposed additions and/or changes must be sent to
Members either at the same time as notice of the AGM is served under 8.1 above
or otherwise at the time notice of any General Meeting is served under 8.6
above. All such additions and/or changes will require a two-thirds majority of
those Members present in person or by proxy. - Remuneration and reimbursement of expenses
10.1 The Executive Committee shall have power to reimburse the proper and
reasonable expenses incurred by any of the following:
10.1 .1 Any Member who is acting solely in relation to the business or activities
of APCSW
11
10.1.2 Any member of the Executive Committee (including the Chairperson,
Treasurer and any designated office holder) in relation to activities solely
connected with his/her appointment as a member of the Executive Committee
10.1.3 Any Regional Representative in relation to activities solely connected with
his/her appointment as a Regional Representative
10.2 The Executive Committee shall be empowered to remunerate by
honorarium the Chairperson, Treasurer or any designated office-holder at its
discretion and always in accordance with prevailing principles and standards of
prudent fiscal management for work done in pursuance of that office, such
remuneration to be reviewed and authorised annually by approval of not less
than a two-thirds majority of the Executive Committee and for the avoidance of
doubt the Executive Committee may decline to exercise this power. - Notices and Communications
Notices and other communications shall be sent:
11.1 To the Chairperson or to the designated secretary for the committee by
email at the address given in Members’ Register referred to in 5.7 above or such
other address as the Executive Committee shall notify to the Members from
time to time.
11.2 To Members (or any other person entitled to receive a notice under this
Constitution) to the last address in the United Kingdom notified in writing by that
Member or person for this purpose to APCSW by prepaid post and where sent
first class any letter shall be deemed to have been received within 2 days
(excluding Saturday, Sundays and Bank Holidays) of posting and where sent
second class any letter shall be deemed to have been received within 4 days
(excluding Saturday, Sundays and Bank Holidays) of posting.
A notice in writing may also be given by electronic mail but only from and to the
email addresses which (as the case may be) the Executive Committee has
identified prior to adopting this form of communication to Members or other
persons entitled to receive notices under this constitution and the Member has
identified to the Executive Committee prior to accepting this form of
communication from the Committee. Email addresses from and to which notices
may be served may themselves be changed by service of appropriate prior
written notice. Where the Executive Committee or a Member has not identified
an email address for service of notices in this way then notices must be served by
post. - Dissolution
If the Executive Committee by a two-thirds majority decides at any time and on
any ground that it is advisable to dissolve APCSW it shall call a General Meeting
12
in accordance with 8.6 above and the notice shall state the terms of the
resolution for dissolution to be put to such meeting. Proxy voting shall be
permitted by the notice calling the meeting. Dissolution of APCSW shall require a
decision confirmed by a two-thirds majority of those Members present in person
or by proxy and entitled to vote. Any assets remaining after the satisfaction of
any proper debts and liabilities shall be given or transferred to such other
charitable or not for profit institution or institutions having objects similar
APCSW as the Executive Committee may determine.