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Constitution

BAPCA Constitution was first approved at the first Annual General Meeting of the Association on 30 June 1990. Over the years, some of its clauses have been reviewed and improved. The latest version of the Constitution is below - or for a PDF, click here. If you would prefer to receive a hard copy of this document please contact Di, our Administrator.

BAPCA CONSTITUTION

As approved at the EGM on 20th August 2011


Preamble

BAPCA is a registered charity, No 1044077, and has responsibilities under law. BAPCA will comply with any regulations set down by the Charity Commission. Management of BAPCA is through a Convenor and a Coordinating Group, members of which are the trustees of the charity and who therefore have personal responsibility under law.


CLAUSE 1 Objectives and Principles

1.1
The British Association for the Person-Centred Approach (BAPCA) 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.
1.2
The purpose of BAPCA 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.
1.3
BAPCA operates with the principles of the Person-Centred Approach
1.4
BAPCA seeks to be inclusive, anti-discriminatory and anti-oppressive. BAPCA 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.
1.5  
BAPCA represents the diversity of understanding/articulation of the Person-Centred Approach


CLAUSE 2 The Powers and Responsibilities of BAPCA

In pursuit of these objectives BAPCA may-:

2.1
Promote and disseminate knowledge and promote practical application, study and public debate.
2.2
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.
2.3
Establish codes of conduct, ethics and practice appropriate to various spheres of application of the PCA, and procedures to disseminate and maintain codes, including disciplinary and grievance procedures.

2.4
Develop, maintain and disseminate, as appropriate, registers and listings of practitioners, trainers, researchers, courses, service providers, service users, organisations, individuals and the like.
2.5
Contribute to the publishing of magazines, books and articles and/or through any other appropriate media.
2.6
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 BAPCA.
2.7
Initiate and support scientific, philosophical, cultural and other projects that are considered to be aimed at the realisation of BAPCA’s objectives.
2.8
Recognise professional training for Client-Centred Psychotherapy/Counselling and applications of the PCA in accordance with criteria established by the Co-ordinating Group (CG).
2.9
Support Local Groups set up to encourage interest in the PCA.
2.10
Organise events to promote or facilitate any of the above

CLAUSE 3 Income and Property

BAPCA also has the power to-:

3.1
Generate revenue by subscription, additional membership levies, the receipt of donations and legacies, interest payments and payments for goods and services.
3.2
Hold assets in keeping with the principles of BAPCA.
3.3
Enter into contracts or purchases, rentals, tenancies, services, the employment and remuneration of staff, and payment of expenses to members in keeping with the proper and efficient operation of BAPCA.
3.4
Make provision for insurances of all kinds to protect the interests of BAPCA, its members and those concerned with the running of BAPCA.
3.5
In all of its dealings BAPCA will create, maintain and publish, where appropriate, proper records of the formal meetings of BAPCA, the Co-ordinating Group and any sub/working groups. This will include adequate accounting procedures to provide a true account of its financial position sufficient to meet the requirements of the Charity Commission.


CLAUSE 4 Membership

Membership will consist of the following categories:

4.1
Members are those who agree with the objectives of BAPCA and, having an interest in one or more applications of the PCA, are admitted as members by such process as the Co-ordinating Group may determine, subject to the payment of subscriptions.

4.2
Members who are practising counsellors/psychotherapists, other than students on placement are required to adhere to an enforceable code of ethics recognised by BAPCA.
4.3
Students on placement are required to adhere to any codes of ethics laid down by the centre of learning and/or the placement agency
4.4
Organisational Members are organisations that agree with the objectives of BAPCA and, having an interest in one or more applications of the PCA, are admitted as members by such process as the Co-ordinating Group may determine and agree to pay Organisational Member subscriptions. Individual Members of such organisations do not automatically become Members of BAPCA.
4.5
Local Groups are organisations set up to encourage or foster interest in the PCA. They may seek membership by such process as the Coordinating Group may determine and agree to pay Local Group subscriptions. Individual Members of such organisations do not automatically become Members of BAPCA.
4.6
The Coordinating Group has a duty of care to ensure that applicants for membership are appropriate for membership of BAPCA and may postpone acceptance of an application until the next General Meeting, at which it will be decided on by the membership.
4.7
The Co-ordinating Group has a duty of care to ensure that members do not bring BAPCA into disrepute and therefore, in exceptional circumstances, may suspend membership at any time.
4.8
The name of any Individual, Organisational or Local Group Member, whose removal from the membership of BAPCA is proposed, will be brought to a General Meeting for consideration. The grounds for removal or suspension may be failure to adhere to codes of conduct and practice or generally bringing BAPCA or its purpose into disrepute. The member or her/his spokesperson, has a right to be heard at the relevant meeting where a decision to withdraw membership will require the agreement of two-thirds of members voting. In the event of such a withdrawal of membership a record of the circumstances shall be made by the Secretary and signed by the Secretary and the Convenor.
4.9
A person whose membership has been withdrawn may only be re-admitted to BAPCA by agreement at a General Meeting. Such a decision will require the agreement of two-thirds of members voting.


CLAUSE 5 Procedures/Governance

5.1
The authority of BAPCA 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.
5.2
Decisions on all major issues must arise from a process of consultation with the membership. Major issues are likely to include:
5.2.1
Constitutional matters
5.2.2
Significant expenditure

5.2.3
Questions of principles of the PCA, where BAPCA may be seen as significantly changing its previous position or significantly affecting the membership rights, practice or professional standing or functioning of a significant proportion of members.
5.2.4
Questions of professional practice where BAPCA may be seen as significantly changing its previous position or significantly affecting the membership rights, practice or professional standing or functioning of a significant proportion of members.
5.3
The Coordinating Group shall develop consultative processes and participatory structures for major issues to encourage members to explore and express diverse views, leading wherever possible to the emergence of consensus.
5.4
The authority of the membership to determine the principles and policies of BAPCA is limited only by the conditions of this constitution or standing orders, as from time to time agreed by the membership. The membership delegates this authority to the Co-ordinating Group. Decisions made in good faith by the Coordinating Group shall not ordinarily be overturned by a General Meeting except when a motion of no confidence in the Co-ordinating Group has been passed by the Meeting (with the agreement of two-thirds of the voting members present).
5.5
Three months notice of any General Meeting other than an Extraordinary General Meeting (EGM) must be given to each member of BAPCA.
5.6
At least 28 days notice of the agenda for any General Meeting shall be communicated to individual members.
5.7
General Meetings shall be called by the Coordinating Group and will be held wherever in the UK the Co-ordinating Group decides is appropriate, taking into account the geographic distribution of voting members.
5.8
An Annual General Meeting (AGM) shall be held within each calendar year, not later than three months after the close of BAPCA’s financial year. At each AGM the date of the following AGM will ordinarily be set.
5.9
The AGM will elect the Convenor and members of the Coordinating Group and receive annual reports, balance sheets and accounts for the closing year. Balance sheets and accounts must be accepted as a correct record by the majority of the voting members present before they can be closed.
5.10
An EGM of BAPCA may be called at any time by BAPCA’s Convenor, or the Coordinating Group, on their own authority, or when requested in writing by not less than 20% of members with voting rights or 50 people whichever is the least.
5.11
At least 28 days notice of an EGM with a statement of the reasons for calling the meeting shall be given and communicated to individual members.
5.12
Meetings of BAPCA will ordinarily be presided over by the Convenor or in her/his absence, the Assistant Convenor (if appointed). In the absence of both, the chair will be taken by whichever member of the Coordinating Group they recommend and the meeting agrees.
5.13
The agenda at any General Meeting, other than an Extraordinary Meeting held for the purpose of considering a constitutional matter, may be added to at the meeting by any voting member without prior notice to the Secretary provided there is agreement, by simple majority, of the voting members present.
5.14
The Coordinating Group may consult members on any question by post or by calling a General Meeting. In some cases a small sample of the membership may be sufficiently indicative for the matter in hand and it may be appropriate to carry out the consultation via email.
5.15
The quorum for an AGM or EGM shall be 20 members or 5% of the membership whichever is the less.


CLAUSE 6 – Management and the Co-ordinating Group

6.1
The Coordinating Group shall be made up of the Convenor and up to 8 elected members.  The Coordinating Group may further co-opt such additional members as is thought appropriate for the full administration of its responsibilities, up to a maximum of 3 additional co-opted members.
6.2
The Convenor and elected members of the Coordinating Group shall be elected annually at the AGM and remain in office until the next AGM.
6.3
Nomination shall be by not less than 2 voting members but in no instance may a nomination be made without the consent of the nominee.
6.4
Election shall be by simple majority of votes cast at the AGM. In order to be elected as Convenor, or a member of the Coordinating Group, candidates must receive a minimum of 30% of the votes cast.
6.5
The Coordinating Group shall meet at least twice a year. A meeting of the Coordinating Group may be called by the Convenor or a majority of the remaining Coordinating Group members.
6.6
A quorum of the Co-ordinating Group shall be 4 voting members.
6.7
The Convenor is to be the legal representative of BAPCA and is responsible for the effective running of the Co-ordinating Group and, with the help of the Secretary, Treasurer and other members of the Co-ordinating Group, initiates the implementation of the Group’s decisions.
6.7.1
With the agreement of the Coordinating Group, the Convenor may delegate all or part of the powers or duties of this office to other members of the Coordinating Group. In the absence of the Convenor, another member of the Co-ordinating Group will, by consensus, take over these duties temporarily.
6.7.2
The Coordinating Group may co-opt and appoint an Assistant Convenor at the request of the Convenor either to help the Convenor in the carrying out of his/her duties or to prepare such a person for possible succession to the full Convenor role.
6.8
The offices of Treasurer and Secretary shall be filled by members of the Coordinating
Group by consensus or election within the Coordinating Group.
6.9
The Treasurer takes responsibility for the finances and accounts of BAPCA, advising on such matters and preparing budgets, the annual balance sheet, and implementing the decisions taken by BAPCA or the Co-ordinating Group in respect of its economic and financial affairs.


6.9.1
The Treasurer shall have the authority to open and use such Bank and Savings accounts as the Co-ordinating Group agrees provided that cheques are countersigned by a signatory authorised by the Coordinating Group.
6.9.2
The Treasurer shall, with the support of the Coordinating Group, be able to obtain such professional and administrative support, advice and assistance as shall be necessary for the proper execution of his/her duties.
6.9.3
The Coordinating Group may co-opt and appoint an Assistant Treasurer at the request of the Treasurer either to help the Treasurer in the execution of his/her duties or to prepare such a person for possible succession to the full Treasurer role.
6.10
The Secretary takes responsibility for the constitutional and organisational affairs of BAPCA, advising BAPCA and the Coordinating Group on such matters, and ensuring that members are given proper notice of meetings and of the matters to be considered.
6.10.1
The Secretary shall, with the support of the Coordinating Group, be able to obtain such professional and administrative support, advice and assistance as shall be necessary for the proper execution of her duties.
6.10.2
The Coordinating Group may co-opt and appoint an Assistant Secretary at the request of the Secretary either to help the Secretary in the execution of his/her duties or to prepare such a person for possible succession to the full Secretary role.
6.11
Co-rdinating Group members are expected to attend a minimum of 50% of Coordinating Group meetings unless there are exceptional extenuating circumstances. Such circumstances shall be decided as being acceptable or not by the Coordinating Group.
6.12
A Coordinating Group member may be removed by a simple majority vote at a General Meeting or suspended by the Coordinating Group, if that person is considered unsuitable for any of the following reasons:
(a) a criminal conviction renders the person unsuitable for the post
(b) misuse of, or improper dealings in, BAPCA's funds
(c) action in BAPCA's name, without the agreement of the Coordinating Group, to exert inappropriate political pressure and on any outside official or organisation
(d) actions which are considered to bring BAPCA into disrepute
(e) incapacity through ill health
(f) failure to attend meetings as in clause 6.11
Where a Coordinating Group member has been suspended and that suspension has been ratified either by the membership or an independent panel called for that purpose, that person shall not be eligible to serve on the CG in any capacity for the following three years from the original date of suspension.
6.13
Coordinating Group meetings will be chaired by a Coordinating Group member as agreed by the Coordinating Group at or before any particular Coordinating Group meeting.
6.14
Minutes shall be taken at each meeting.

CLAUSE 7 – Other responsibilities of the Co-ordinating Group

7.1
In addition to matters of:
• membership
• the levy of subscriptions, and
• the implementation of decisions of the membership determined by a General Meeting of BAPCA

It shall be the responsibility of the Coordinating Group to:

• ensure that the objectives and principles of BAPCA are maintained and/or

• provide programmes decided upon at a General Meeting (Annual, Ordinary or Extraordinary) of members.
7.2
The Coordinating Group will take all necessary measures and decisions to ensure for the effective administration of BAPCA, subject to those being in accord with the spirit of the PCA or are otherwise necessary to meet legal requirements. It may put forward to the membership such internal regulations as it feels are necessary.
7.3
The Coordinating Group may add to the constitution such codes of practice, or guidelines, for the administration of BAPCA which it decides are helpful to that administration and which are consistent with the constitution. Such appendices will not, however become part of the constitution except in accordance with Clause 15.
7.4
The Coordinating Group is obliged to submit to each AGM of members an annual report and balance sheet for the past year.
7.5
The Co-ordinating Group shall have the necessary administrative powers to open and use such bank accounts in the name of the charity as are necessary for the effective administration of BAPCA’s finances, and to carry out such financial transactions as it considers appropriate provided that any cheques should be signed by at least two designated signatories.


CLAUSE 8 – Voting at Co-ordinating Group Meetings

8.1
Decisions of the Coordinating Group will be carried by a simple majority of all its members, including any co-opted members. Voting by proxy may be recognised within the Coordinating Group, subject to the limitation that each voting member attending a meeting may only represent one other member of the Coordinating Group.
8.2
From time to time it will be necessary to discuss matters outside scheduled face-to-face meetings. This may be by a telephone or video-conference or by email with electronic voting. In all cases it is possible to reach binding decisions by a simple majority of all the Coordinating Group members participating in the vote, including any co-opted members. Proxy voting is not permitted with an email voting process.


CLAUSE 9 – Friends of BAPCA

BAPCA 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 BAPCA. 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 BAPCA.

CLAUSE 10 - Voting

10.1
Members of the Coordinating Group, whether elected or co-opted, have full voting rights within the Coordinating Group and in all meetings of the Association.
10.2
Members have full individual voting rights within all meetings of the Association other than Coordinating Group meetings.
10.3
Organisational Members and Local Groups have a single vote. 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.
10.4
A member absent from a meeting may be represented by proxy. Notice of this must be lodged with the Secretary by the absent member. A member present at a meeting may not represent more than 2 absent members.
10.5
Alternatively a member absent from a meeting may represent their views by means of a postal vote form issued for this purpose. In no case may a member represent their views via both proxy and postal ballot.
10.6
Voting may be by general consensus, roll call, show of hands or secret ballot at the discretion of the Convenor. However, if a majority of voting members present call for a secret ballot on a particular issue, this request must be complied with.


CLAUSE 11 – Accounting Year

The accounting year will be the 1st July to the 30th June.


CLAUSE 12 – Assets

12.1
The assets of BAPCA consist of all goods and properties belonging to BAPCA.
12.2
Revenue will consist of subscriptions, additional membership levies, donations, legacies, interest payments and any other payments made to or for BAPCA subject to acceptance by the Coordinating Group.
12.3
Since BAPCA is non-profit making organisation, all surplus from any transaction shall be used towards furthering the aims of BAPCA.
12.4
In the event of an unforeseen problem that causes a deficit to arise, the membership may be asked to make a contribution as set by the Coordinating Group. Other fund raising activities may also be used to offset the deficit. No additional financial commitment may be entered into whilst the deficit exists.


CLAUSE 13 - Amendments to the Constitution

Changes in the present constitution may only be made by two-thirds majority of members voting at an Extraordinary Meeting convened for the purpose. However, no alteration shall be made to Clauses 1 (objectives), 13 (amendments), or 14 (dissolution) without the prior written permission of the Charity Commission and provided that no alteration shall be made which would cause BAPCA to cease to be a Charity at law.


CLAUSE 14 – Dissolution of BAPCA

If the Coordinating Group, by a simple majority, decide at any time that it is necessary or advisable to dissolve BAPCA, it shall call a meeting of all members of BAPCA who have the power to vote, of which meeting not less than 21 days notice shall be given. That notice shall also state the terms of the resolution and the reasons behind it. If such a decision shall be confirmed by a two-thirds majority of those present and voting at such a meeting, the Co-ordinating Group shall have power to dispose of any assets held by or on behalf of BAPCA. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institutions or institution having objects similar to the objects of BAPCA as the Committee shall determine.


CLAUSE 15 – 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.


CLAUSE 16 – 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. This 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 amends voting procedures for members of the CG and Convenor and clause 11 changes the financial accounting year. This final change relates to the timing of the AGM, which on alternate years makes up part of the conference


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