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Constitution 2018

Date of constitution (last amended):

August 2018

1. Name

The name of the Charity is The Person Centred Association (The PCA)

2. National location of principal office

The PCA, PO Box 143, Ross-On-Wye, HR9 9AH United Kingdom 

3. Objects

The objects of the Person Centred Association are:

3.1  The Person Centred Association (The PCA) is a non-religious, non-profit making and non-politically aligned association whose purpose is to promote the development of Person-Centred Psychology in general and the Person-Centred Approach (PCA) throughout Great Britain.

3.2  The purpose of The PCA is to advance education in Person-Centred Psychology and the Person-Centred Approach (PCA) by such means as the Co-ordinating Group, as trustees, shall decide on behalf of the membership.

3.3  The PCA operates with the principles of the Person-Centred Approach

3.4  The PCA seeks to be inclusive, anti-discriminatory and anti-oppressive. The PCA recognises the value and the human rights of all persons, regardless of culture, religious affiliation, ethnicity, race, gender, age, sexual orientation, financial or social standing, educational attainment or special needs.

3.5  The PCA represents the diversity of understanding/articulation of the Person-Centred Approach Nothing in this constitution shall authorise an application of the property of The PCA for the purposes which are not charitable in accordance with [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act (Northern Ireland) 2008]

4. Powers

In pursuit of these objectives The PCA may:

4.1 Promote and disseminate knowledge and promote practical application, study and public debate.

4.2 Establish contact with practitioners, researchers, organisations and individuals in whatever areas they consider the Person-Centred Approach (PCA) may have an appropriate application. Also promoting and carrying out, or assisting in promoting and carrying out, research, surveys and investigations and publishing the results.

4.3 Develop, maintain and disseminate, as appropriate, registers and listings of practitioners, trainers, researchers, courses, service providers, service users, organisations, individuals and the like.

4.4 Contribute to the publishing of magazines, books and articles and/or through any other appropriate media.4.5 Affiliate or co-operate with national and/or international organisations which either have similar goals or which are structured to promote the realisation of the objectives of The PCA.

4.6 Initiate and support scientific, philosophical, cultural and other projects that are considered to be aimed at the realisation of The PCA’s objectives.

4.7 Recognise professional training for Client-Centred Psychotherapy/Counselling and applications of the PCA in accordance with criteria established by the Co-ordinating Group (CG).

4.8 Support Local Groups set up to encourage interest in the PCA.

4.9 Organise events to promote or facilitate any of the aboveThe PCA has power to do anything which is calculated to further its object[s] or is conducive or incidental to doing so. In particular,

The PCA’s powers include power to:

(1) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The PCA must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;

(2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(3) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, The PCA must comply as appropriate with sections of 117 and 119-123 of the Charities Act 2011;

(4) employ and remunerate such staff as are necessary for carrying out the work of The PCA. The PCA may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;

(5) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of The PCA to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;

5. Application of income and property

(1) The income and property of the CIO must be applied solely towards the promotion of the objects. (a) A charity trustee is entitled to be reimbursed from the property of The PCA or may pay out of such property reasonable expenses properly incurred by them when acting on behalf of The PCA. (b) A charity trustee may benefit from trustee indemnity insurance cover purchased at The PCA’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

(2) None of the income or property of The PCA may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of The PCA. This does not prevent a member who is not also a charity trustee receiving: (a) a benefit from The PCA as a beneficiary of The PCA; (b) reasonable and proper remuneration for any goods or services supplied to The PCA.

(3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.  

6. Benefits and payments to charity trustees and connected persons

(1) General provisions

No charity trustee or connected person may:

(a) buy or receive any goods or services from The PCA on terms preferential to those applicable to members of the public;

(b) sell goods, services, or any interest in land to the CIO;

(c) be employed by, or receive any remuneration from, The PCA

(d) receive any other financial benefit from The PCA;unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

(2) Scope and powers permitting trustees’ or connected persons’ benefits

(a) A charity trustee, or connected person, may receive a benefit from The PCA as a beneficiary of The PCA, provided that a majority of the trustees do not benefit in this way.

(b) A charity trustee, or connected person, may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to The PCA where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.

(c) Subject to sub-clause (3) of this clause, a charity trustee, or connected person, may provide The PCA with goods that are not supplied in connection with services provided to The PCA by the charity trustee or connected person.

(d) A charity trustee, or connected person, may receive interest on money lent to The PCA at a reasonable and proper rate, which must be not more than the Bank of England bank rate (also known as the base rate).

(e) A charity trustee, or connected person, may receive rent for premises let by the trustee or connected person to The PCA. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

(f) A charity trustee, or connected person, may take part in the normal trading and fundraising activities of The PCA on the same terms as members of the public.

(3) Payment for supply of goods only – controls

The PCA and its charity trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied:

(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between The PCA and the charity trustee or connected person supplying the goods (“the supplier”).

(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

(c) The other charity trustees are satisfied that it is in the best interests of The PCA to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.

(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with them or with regard to the supply of goods to The PCA.

(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.

(f) The reason for their decision is recorded by the charity trustees in the minute book.

(g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.

(4) In sub-clauses (2) and (3) of this clause:

(a) “The PCA” includes any company in which The PCA:

(i) holds more than 50% of the shares; or

(ii) controls more than 50% of the voting rights attached to the shares; or

(iii) has the right to appoint one or more directors to the board of the company;

(b)  “connected person” includes any person within the definition set out in clause [30] (Interpretation);

7. Conflicts of interest and conflicts of loyalty

A charity trustee must:

(1) declare the nature and extent of any interest, direct or indirect, which they have in a proposed transaction or arrangement with The PCA, or in any transaction or arrangement entered into by The PCA, which has not previously been declared; and

(2) be absent from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between their duty to act solely in the interests of The PCA and any personal interest (including but not limited to any financial interest).

8. Liability of members to contribute to the assets of The PCA if it is wound up

If The PCA is wound up, the members of the The PCA have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

9. Membership of The PCA

(1) Admission of new members

(a) Eligibility  

(i) Membership of The PCA is open to anyone who is interested in furthering the objects and purposes of The PCA, and who, by applying for membership, has indicated in their agreement to become a member and acceptance of the duty of members set out in sub-clause(3) of this clause.

(ii) A member may be an individual, a corporate body, or [an individual or corporate body representing] an organisation which is not incorporated. 

(iii) Members are those who agree with the objectives of The PCA and, having an interest in one or more applications of the PCA, are admitted as members by such administrative process as the charity trustees may determine, subject to the payment of subscriptions. 

(iv) Members who are practising counsellors/psychotherapists, other than students on placement, are required to adhere to an enforceable code of ethics recognised by The PCA.(v) Students on placement are required to adhere to any codes of ethics laid down by the centre of learning and/or the placement agency

(vi) Organisational Members are organisations that agree with the objectives of The PCA and, having an interest in one or more applications of the PCA, are admitted as members by such administrative process as the charity trustees may determine and agree to pay Organisational Member subscriptions. Individual Members of such organisations do not automatically become Members of The PCA.

(vii) Local Groups are organisations set up to encourage or foster interest in the PCA. They may seek membership by such administrative process as the charity trustees may determine and agree to pay Local Group subscriptions. Individual Members of such organisations do not automatically become Members of The PCA. 

(viii) The PCA shall reserve the right, from time to time, to invite people who have shown their dedication to the PCA or have brought inspiration, guidance, or theoretical contribution to become a Friend of The PCA. This designation is a permanent honour requiring no payment and gives full membership benefits and rights to the Friend. Such individuals may occasionally be invited to support specific activities or otherwise assist The PCA.

(b) Admission procedure

The charity trustees:

(i) may require applications for membership to be made in any reasonable way that they decide;

(ii) shall, if they approve an application for membership, notify the applicant of their decision within [21 days];

(iii) may postpone an application for membership until the next General Meeting, if they believe that it is in the best interests of The PCA for them to do so;

(iv) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within [21 days] of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and(v) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

(2) Transfer of membership

Membership of The PCA cannot be transferred to anyone else [except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until The PCA has received written notification of the transfer].

(3) Duty of members It is the duty of each member of The PCA to exercise their powers as a member of the The PCA in the way they decide in good faith would be most likely to further the purposes of The PCA.

(4) Termination of membership

(a) Membership of The PCA comes to an end if:

(i) the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or

(ii) the member sends a notice of resignation to the charity trustees; or

(iii) any sum of money owed by the member to The PCA is not paid in full within six months of its falling due. 

(5) Suspension of membership

Before the charity trustees take any decision to suspend someone/an organisation from membership of The PCA they must:

(i) inform the member of the reasons why it is proposed to suspend them from membership;

(ii) give the member at least 21 clear days notice in which to make representations to the charity trustees as to why they should not be have their membership suspended.

(iii) at a duly constituted General Meeting of The PCA, consider whether or not the member should be suspended from membership;

(iv) consider, at that meeting, any representations which the member makes as to why the member should not be removed; and

(v) allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.

(vi) inform the member of the decision of the voting members present and represented at the General Meeting within (7) days of said meeting.

(6) Membership fees

The PCA may require members to pay reasonable membership fees to The PCA.

Informal or associate (non-voting) membership

(a) The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of members.

(b) Other references in this constitution to “members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.]

10 Members’ decisions

(1) General provisions

The authority of The PCA ultimately rests with its members and is expressed through discussions and consensus or, where necessary, ballot of members attending a General Meeting or voting by proxy, postal or electronic ballot. Except for those decisions that must be taken in a particular way, as indicated in sub-clause (4) of this clause, decisions of the members of The PCA may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in sub-clause (3) of this clause.

(2) Taking ordinary decisions by vote

Subject to sub-clause (4) of this clause, any decision of the members of The PCA may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting (including votes cast by postal or email ballot, and proxy votes).

(3) Taking ordinary decisions by written resolution without a general meeting

(a) Subject to sub-clause (4) of this clause, a resolution in writing, agreed by a simple majority of all the members who would have been entitled to vote upon it, had it been proposed at a general meeting, shall be effective, provided that:

(i) a copy of the proposed resolution has been sent to all the members eligible to vote; and

(ii) a simple majority of members has signified their agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days, beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or in such other manner as The PCA has specified.

(b) The resolution in writing may comprise several copies to which one or more members have signified their agreement.

(c) Eligibility to vote on the resolution is limited to members who are members of The PCA on the date when the proposal is first circulated, in accordance with paragraph (a) above.

(d) Not less than 10% of the members of The PCA may request the charity trustees to make a proposal for decision by the members.(e) The charity trustees must, within 21 days of receiving such a request, comply with it if:

(i) The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;

(ii) The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and

(iii) Effect can lawfully be given to the proposal if it is so agreed.

(f) Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of members

(4) Decisions that must be taken in a particular way 

(a) Any decision to suspend a trustee must be taken in accordance with clause [15(2)].]

(b) Any decision to amend this constitution must be taken in accordance with clause [28] of this constitution (Amendment of Constitution).

(c) Any decision to wind up or dissolve The PCA must be taken in accordance with clause [29] of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of The PCA to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.

11. General meetings of members

(1) Types of general meeting

There must be an annual general meeting (AGM) of the members of The PCA. AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause [13]. Other general meetings of the members of The PCA may be held at any time. All general meetings must be held in accordance with the following provisions

(2) Calling general meetings

(a) The charity trustees:

(i) must call the annual general meeting of the members of The PCA in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and(ii) may call any other general meeting of the members at any time.

(b) The charity trustees must, within 21 days, call a general meeting of the members of The PCA if:

(i) they receive a request to do so from at least 10% of the members of The PCA or 50 members, whichever is the least; and

(ii) the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.

(c) If, at the time of any such request, there has not been any general meeting of the members of The PCA for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%, or 25 members, whichever is the least.

(d) Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.

(e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.

(f) Any general meeting called by the charity trustees at the request of the members of The PCA must be held within 28 days from the date on which it is called.

(g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

(h) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.

(i) The PCA must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but The PCA shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

(3) Notice of general meetings

(a) The charity trustees, or, as the case may be, the relevant members of The PCA, must give at least 14 clear days notice of any general meeting to all of the members.

(b) If it is agreed by not less than 90% of all members of The PCA, any resolution may be proposed and passed at the meeting, even though the requirements of sub-clause (3) (a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.

(c) The notice of any general meeting must:

(i) state the time and date of the meeting:

(ii) give the address at which the meeting is to take place;

(iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and

(iv) if a proposal to alter the constitution of The PCA is to be considered at the meeting, include the text of the proposed alteration

.(v) include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or re-election as trustee, or where allowed under clause [22] (Use of electronic communication), details of where the information may be found on The PCA’s website.

(d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

(e) The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by The PCA.

(4) Chairing of general meetings

The person nominated as chair by the charity trustees under clause [19](2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of The PCA who are present at a general meeting shall elect a chair to preside at the meeting.

(5) Quorum at general meetings

(a) No business may be transacted at any general meeting of the members of The PCA unless a quorum is present when the meeting starts.

(b) Subject to the following provisions, the quorum for general meetings shall be the greater of 5% or 20 members, whichever is the less. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person.

(c) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

(d) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must [either be announced by the chair or] be notified to The PCA’s members at least seven clear days before the date on which it will resume.

(e) If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.

(f) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

(6) Voting at general meetings

(a) Any decision, other than one falling within clause [10(4)] (Decisions that must be taken in a particular way), shall be taken by a simple majority of votes cast at the meeting [(including proxy and postal votes)]. Every member has one vote [unless otherwise provided in the rights of a particular class of membership under this constitution].

(b) A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before, or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair, or by at least 10% of the members present in person or by proxy at the meeting. Voting may be by general consensus, roll call, show of hands or secret ballot, at the discretion of the chair. However, if a majority of voting members present call for a secret ballot on a particular issue, this request must be complied with.

(c) A poll demanded on the election of a person to chair the meeting, or on a question of adjournment, must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll

.(d) A poll may be taken:

(i) at the meeting at which it was demanded; or

(ii) at some other time and place specified by the chair; or

(iii) through the use of postal or electronic communications.

(e) In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.

(f) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

(7) Representation of organisations and corporate members

An organisation or a corporate body that is a member of The PCA may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of The PCA. The representative is entitled to exercise the same powers on behalf of the [organisation or] corporate body as the [organisation or] corporate body could exercise as an individual member of The PCA. Delegates of Organisational Members or Local Groups who are also individual members will nevertheless retain such voting rights as they hold by virtue of their individual Membership.

(8) Adjournment of meetings

The chair may, with the consent of a meeting at which a quorum is present (and shall, if so directed by the meeting), adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting, except business which could properly have been transacted at the original meeting.

12. Charity trustees

(1) Functions and duties of charity trustees

The charity trustees shall manage the affairs of The PCA and may, for that purpose, exercise all the powers of The PCA. It is the duty of each charity trustee:

(a) to exercise their powers and to perform their functions as a trustee of The PCA in the way they decide in good faith would be most likely to further the purposes of The PCA; and

(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

(i) any special knowledge or experience that they have, or hold themself out as having; and

(ii) if they act as a charity trustee of The PCA in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

(2) Eligibility for trusteeship

(a) Every charity trustee must be a natural person.

(b) No one may be appointed as a charity trustee: if they are under the age of 16 years; or if they would automatically cease to hold office under the provisions of clause [15(1)(f)].

(c) No one is entitled to act as a charity trustee, whether on appointment or on any re-appointment, until they have expressly acknowledged, in whatever way the charity trustees decide, their acceptance of the office of charity trustee. 

(3) Number of charity trustees  

(a) There must be at least [four] charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee. 

(b) The maximum number of charity trustees is 12. The charity trustees may not appoint any charity trustee if, as a result, the number of charity trustees would exceed the maximum. 

13. Appointment of charity trustees

(1) The charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any trustees were last appointed or reappointed on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot;

(2) The vacancies so arising may be filled by the decision of the members at the annual general meeting; any vacancies not filled at the annual general meeting may be filled as provided in sub-clause(3) of this clause;

(3) The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with clause [15] (Retirement and removal of charity trustees), or as an additional charity trustee, provided that the limit specified in clause [12(3)] on the number of charity trustees would not as a result be exceeded;

(4) A person so appointed by the charity trustees shall retire at the conclusion of the next annual general meeting after the date of their appointment, and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting. 

14. Information for new charity trustees

The charity trustees will make available to each new charity trustee, on or before their first appointment: (a) a copy of this constitution and any amendments made to it; and (b) a copy of The PCA’s latest trustees’ annual report and statement of accounts 

15. Retirement and suspension of charity trustees

(1) A charity trustee ceases to hold office if they:

(a) retire, by notifying The PCA in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);

(b) are absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that their office be vacated;

(c) die;

(d) in the written opinion, given to The PCA, of a registered medical practitioner treating that person, have become physically or mentally incapable of acting as a director and may remain so for more than three months;

(e) are suspended by the members of The PCA in accordance with sub-clause (2) of this clause; or

(f) are disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision). (2) A charity trustee shall be suspended from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause [11], and the resolution is passed by a [two-thirds] majority of votes cast at the meeting. (3) A resolution to suspend a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of The PCA.

16. Reappointment of charity trustees

Any person who retires as a charity trustee by rotation or by giving notice to The PCA is eligible for reappointment. A charity trustee who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval of at least one year.

17. Taking of decisions by charity trustees

Any decision may be taken either: at a meeting of the charity trustees; or by resolution in writing or electronic form agreed by all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each, of which one or more charity trustees has signified their agreement.  

18. Delegation by charity trustees

(1) The charity trustees may delegate any of their powers or functions to a committee or committees and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.

(2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements -

(a) a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;

(b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and

(c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

10. Meetings and proceedings of charity trustees

(1) Calling meetings

(a) Any charity trustee may call a meeting of the charity trustees.

(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required. 

(2) Chairing of meetings

The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.

(3) Procedure at meetings

(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is four charity trustees, or the number nearest to [one third] of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which they are not entitled to vote.

(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote. (c) In the case of an equality of votes, the chair shall have a second or casting vote.

(4) Participation in meetings by electronic means

(a) A meeting may be held by suitable electronic means agreed by the charity trustees, in which each participant may communicate with all the other participants.

(b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees, in which a participant or participants may communicate with all the other participants, shall qualify as being present at the meeting.

(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

20. Saving provisions

(1) Subject to sub-clause

(2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid, notwithstanding the participation in any vote of a charity trustee: who was disqualified from holding office; who had previously retired or who had been obliged by the constitution to vacate office;  who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;  if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

(2) Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon them by a resolution of the charity trustees or of a committee of charity trustees if, but for clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).

21. Execution of documents

(1) The PCA shall execute documents by signature

(2); a document is validly executed by signature if it is signed by at least two of the charity trustees.

22. Use of electronic communications

(1) General

The PCA will comply with the requirements of the Communications Provisions in the General Regulations and, in particular:

(a) the requirement to provide, within 21 days, to any member on request, a hard copy of any document or information sent to the member otherwise than in hard copy form;

23. Keeping of Registers

The PCA must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.

24. Minutes

The charity trustees must keep minutes of all:

(1) appointments of officers made by the charity trustees;

(2) proceedings at general meetings of The PCA;

(3) meetings of the charity trustees and committees of charity trustees including: the names of the trustees present at the meeting; the decisions made at the meetings; and where appropriate the reasons for the decisions;

(4)   decisions made by the charity trustees, otherwise than in meetings.

25. Accounting records, accounts, annual reports and returns, register maintenance

(1) The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of The PCA, within 10 months of the financial year end.

(2) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of The PCA entered on the Central Register of Charities.

26. Rules

The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of The PCA, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of The PCA on request.

27. Disputes

If a dispute arises between members of The PCA about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation. 

28. Amendment of constitution

As provided by clauses 224-227 of the Charities Act 2011:

(1) This constitution can only be amended:

(a) by resolution agreed in writing by all members of The PCA; or

(b) by a resolution passed by a two thirds majority of votes cast at a general meeting of the members of The PCA

(2) Any alteration of clause 3 (Objects), clause [29] (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of The PCA or persons connected with them, requires the prior written consent of the Charity Commission.

(3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.

(4) A copy of any resolution altering the constitution, together with a copy of The PCA’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.

29. Voluntary winding up or dissolution

(1) As provided by the Dissolution Regulations, The PCA may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve The PCA can only be made:

(a) at a general meeting of the members of The PCA called in accordance with clause [11] (Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:

(i) by a resolution passed by a two thirds majority of those voting, or

(ii) (a) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or

(b) by a resolution agreed in writing by all members of The PCA.

(2) Subject to the payment of all the The PCA’s debts:

(a) Any resolution for the winding up of The PCA, or for the dissolution of The PCA without winding up, may contain a provision directing how any remaining assets of The PCA shall be applied.

(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of The PCA shall be applied.

(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of The PCA

30 – Honorary Members

Honorary Members at the date the constitution was approved, 25th March 2006, shall retain their titles in perpetuity and continue to be exempt from paying any membership subscription fee.

31 – History of the constitution

The original clauses of the constitution came into force on approval by a simple majority of those present at the first Annual General Meeting of Association at Hatfield Polytechnic on 30 June 1990.

A revised constitution was approved by two-thirds majority of members voting at an Extraordinary meeting of BAPCA convened for the purpose at the University of Manchester on 14th March 1998.

Changes of the titles ‘Chair’ and ‘Executive Committee’ to ‘Convenor’ and ‘Coordinating Group’ respectively, were made by a two-thirds majority at an EGM on 22 March 2003.

Further revisions were made at the 2006 and 2007 AGMs.

The 2009 version of the constitution was approved at the 2009 AGM to incorporate AGM and EGM quora, clarification for provisions for electronic voting, attendance at CG meetings and time limit applying to suspension of a CG member.

The 2011 version of the constitution incorporates changes to clause 1, clause 6.4 and clause 11, and was approved at the 2011 EGM, to incorporate AGM and EGM quora. Clause 1.5 clarifies the purpose of BAPCA. Clause 6.4 amended voting procedures for members of the CG and Convenor and clause 11 changed the financial accounting year. The 2011 change relates to the timing of the AGM, which on alternate years makes up part of the conference.

The 2017 change moves BAPCA to becoming a Charitable Incorporated Organisation (CIO) and attempts to address some of the issues that have arisen from time to time.

August 2018 AGM members voted to change the name of the organisation to The Person Centred Association.  

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