THE BRITISH SOCIETY FOR MENTAL HEALTH AND DEAFNESS

1. NAME

The name of the Association is British Society for Mental Health & Deafness (hereinafter called "the Association").

2. OBJECTS AND POWERS

(a) The Association is established to promote the relief of mental health problems, and the mental health education of Deaf people.

(b) In furtherance of the said objects but not otherwise the Association may: -

(1)

i) Promote the mental health of Deaf people;

ii) Promote awareness of Deaf mental health issues particularly in all those who work with Deaf people;

iii) Promote Deaf people's awareness of mental health issues;

iv) Promote mental health practice appropriate to Deaf people's needs;

v) Promote the training of both Deaf and hearing people in mental health and deafness;

vi) Promote the development of the appropriate mental health services for all Deaf people;

vii) Embrace the views of both Deaf and hearing people involved in any way, in the diverse mental health needs of deaf people.

(2) Employ and pay any person or persons to supervise, organize and carry on the work of the Association and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widow/widowers and other dependents.

(3) Establish where necessary special interest or local branches (whether autonomous or not).

(4) Bring together in conference representatives of voluntary organizations, government departments, statutory authorities and individuals.

(5) Promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof.

(6) Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, conferences, lectures, classes, seminars and training courses.

(7) Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.

(8) Undertake, execute, manage or assist any charitable trusts, which may lawfully be undertaken, executed, managed or assisted by the Association.

(9) Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further he said objects.

(10) Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Association.

(11) Make regulations for any property, which may be so acquired.

(12) Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association.

(13) Subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed to be necessary.

(14) Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise PROVIDED THAT the Association shall not undertake permanent trading activities in raising funds for the said objects.

(15) Invest the moneys of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law.

(16) Do all such other lawful things as are necessary for the attainment of the said objects.

3. MEMBERSHIP

(a) Full membership of the Association shall be open to: -

(1) Individuals of 18 years and over who are interested in furthering the work of the Association and who have paid the annual personal subscription as laid down from time to time by the Council hereinafter mentioned, and

(2) National, international and local voluntary or other non-profit organizations, whether corporate or unincorporated, which are interested in furthering the said work and have paid the annual organization subscription as laid down from time to time by the Council hereinafter mentioned.

(b) Each member organization shall appoint one individual person to represent it and vote on its behalf at Council Meetings of the Association. In the event of such individual person resigning or otherwise leaving an organization, he or she shall forthwith cease to be a representative thereof. Each personal member shall be entitled to vote for their representative onto the council in proportion to the fee paid by organization members.

(c) Each member organization may appoint: -

(1) A deputy to replace its appointed representative if the latter is unable to attend any particular meeting of the Association, and

(2) Observers (who shall not be entitled to vote) to attend any such meeting, at the discretion of the council.

(d) National Organisations (see above) may choose to pay a reduced fee to become affiliate members. This fee entitles them to all the benefits of membership but does not entitle them to a seat on the Council.

(e) Honorary members of the society may be appointed at the discretion of the said Council. Honorary members shall not be entitled to vote.

(f) The said Council shall have the right: -

(1) To approve or reject applications for membership, and

(2) For good and sufficient reason to terminate the membership of any individual or organization PROVIDED THAT the individual member concerned or the individual representing such organization (as the case may be) shall have the right to be heard by the said Council before a final decision is made.

4. HONORARY OFFICERS

(a) At the Annual Council Meeting hereinafter mentioned the Council shall elect a Chair, a Vice-Chair, a Treasurer, a Secretary and such other Honorary Officers as the Association shall from time to time decide.

(b) The Chair and the Honorary Officers of the Association shall hold office until the conclusion of the third Annual Council Meeting of the Association next after their election but shall be eligible for re-election PROVIDED THAT no Honorary Officer shall hold that same office for more than 6 consecutive years unless there are no other nominations. On the expiration of such period, 2 further years must elapse before any former Honorary Officer shall be eligible for re-election unless there are no other nominations.

(c) The Chair and the Honorary Officers shall be ex officio members of the Association, the said Council and of any other committee.

(d) The Association shall appoint one or more qualified auditors and may determine their remuneration (if any).

(e) The Chair and the Honorary Officers shall be the Trustees of the Association.

(g) The Trustees shall be able to appoint and fix the remuneration of a General Secretary and of all such other staff (not being Trustees or members of the Council) as may in their opinion be necessary.

(h) The Trustees may appoint such special or standing committees as may be deemed necessary by the Trustees and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Trustees via the Council as soon as possible.

(i) Subject as hereinafter mentioned the policy and general management of the affairs of the Association shall be directed by the Trustees (hereinafter called "the Trustees ") which shall meet not less than one times a year and when complete shall consist of not less than four or more than fifteen members.

5. COUNCIL

(a) The council shall meet not less than one times a year and when complete shall consist of not less than five or more than fifty members.

(b) The non-organizational members of the Council shall be elected at the Annual General Meeting of the Association in accordance with Clause 7 hereof.

(c) Election to the Council shall be for three years. One-third of the individual membership shall retire annually but shall be eligible for re-election, the members so to retire being those who have been longest in office since the last election but not reckoning ex officio members. As between members who have been in office the same length of time, those due to retire shall be chosen by lot.

(d) In addition to the members so elected and to those serving by virtue of Clause 4 (c) hereof the Council may co-opt up to six further members being full members of the Association whether individual or representative or a combination of both who shall serve until the conclusion of the next Annual General Meeting after individual co-option PROVIDED THAT the number of co-opted members shall not exceed one-third of the total membership of the Council at the time of co-option. Co-opted members shall be entitled to vote at meetings of the Council.

(e) Any casual vacancy in the Council may be filled up by the Council and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that Meeting.

(f) The proceedings of the Council shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.

6. SPECIAL INTEREST AND LOCAL BRANCHES

The Trustees shall have power to establish special interest and local branches for the furtherance of the said objects. Each branch so established shall comply with and be subject to the following regulations: -

(a) The branch shall act in pursuance of the said objects and of the policy of the Association and shall be subject to such conditions as may from time to time be laid down by the Trustees.

(b) The title of the branch shall be subject to the prior approval of the Trustees. No branch shall be entitled to use the expression Society for Mental Health & Deafness in its title unless at least one member of the branch's governing body is a full member of the Association.

(c) The branch will be deemed to have adopted the model rules for branches as prescribed from time to time by the Trustees unless it has, with the prior approval of the Trustees, adopted other rules.

(d) The branch may publish literature solely in the name of the branch for local purposes but such literature shall not contain any statement contrary to the said objects or to the policy of the Association.

(e) Representations of whatever kind to other bodies and/or individuals may only be made by the branch through or with the prior approval of the Trustees.

(f) All legacies bequeathed to the Association shall be received by the Treasurer or other appropriate officer of the Association but, subject to any special trusts by which such legacies may be affected, the Trustees shall have power to direct that any legacy or the income there from shall be paid to a particular branch.

(g) The branch may be empowered by the Trustees to receive donations and any money received or raised by it may be expended by the branch in its area solely for the furtherance of the said objects. The branch shall make returns to the Association in such form as may from time to time be determined by the Trustees.

(h) Subject to these regulations, the branch may generally manage its own affairs and shall be solely responsible for its own debts and liabilities and shall not pledge the credit of the Association or that of the Trustees or Council or of any individual member of the Trustees or Council.

7. MEETINGS OF THE ASSOCIATION

(a) The First General Meeting of the Association shall be held not later than the 30 September 1994), and once in each year thereafter an Annual General Meeting of the Association shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Council shall determine. At least 21 clear days' notice shall be given in writing by the General Secretary to each member. At such Annual General Meeting the business shall include the election of Honorary Officers; the election of full members to serve on the Council; the appointment of an auditor or auditors; the consideration of an annual report of the work done by or under the auspices of the Trustees and of the audited accounts; and the transaction of such other matters as may from time to time be necessary.

(b) The Chair of the Council may at any time at his/her discretion and the General Secretary shall within 21 days of receiving a written request so to do, signed by not less than twenty five full members whether individual or representative, and giving reasons for the request, call a Special General Meeting of the Association.

8. NOMINATIONS OF HONORARY OFFICERS AND COMMITTEE MEMBERS

Only full members of the Association whether individual or representative shall be eligible to serve as Honorary Officers or members of the Council. Nominations for members of the Council must be made by full members of the Association in writing and must be in the hands of the General Secretary at least 60 days before the Annual General meeting. Should nominations exceed vacancies, election shall be by ballot [OR election shall be by a system of postal voting (the arrangements for which shall be made by the Trustees) PROVIDED THAT the first members of the Council shall be elected by postal vote of all the members of the Association.] Nominations for Honorary Officers must be made by full members of the Council in writing and must be in the hands of the General Secretary at least 30 days before the Council Meeting. Should nominations exceed vacancies, election shall be by ballot of the council.

9. RULES OF PROCEDURE AT ALL MEETINGS

(a) Quorum. The quorum at a meeting of the Association or of the Council or any committee appointed under Clause 5(h) hereof shall be one-third of the total actual membership of the Association for the time being, the Council, Trustees or committee (as the case may be) or such other number as the Association may in General Meeting from time to time determine.

(b) Voting. Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. Arrangements for proxy voting may from time to time be made by the Trustees PROVIDED ALWAYS THAT no such arrangements shall be made with regard to Clauses 12 and 13 hereof. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the Chair of the meeting shall have a second or casting vote.

(c) Minutes. Minute books shall be kept by the Trustees and all other committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions.

(d) Standing Orders and Rules. The Trustees shall have power to adopt and issue Standing Orders and/or Rules for the Association. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS that they shall be subject to review by the Council and the Association in General Meeting and shall not be inconsistent with the provisions of this Constitution.

10. FINANCE

(a) All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment to members of the Committee or of any committee appointed under Clause 5(h) hereof of reasonable out-of-pocket expenses.

(b) The Honorary Treasurer shall keep proper accounts of the finances of the Association.

(c) The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting.

(d) An audited statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as aforesaid.

(e) A bank account shall be opened in the name of the Association with National Westminster Bank PLC, of Rothwell, Leeds 26 or with such other bank as the Trustees shall from time to time decide. The Trustees shall authorize in writing the Treasurer, the General Secretary of the Association and two members of the Committee to sign cheques on behalf of the Association. All cheques must be signed by not less than two of the four authorized signatories.

11. TRUST PROPERTY

The title to all real or personal property which may be acquired by or on behalf of the Association shall be vested in a corporation lawfully entitled to act as Custodian Trustee or in not less than 3 or more than 6 individual persons (not being members of the Council).

12. ALTERATIONS TO THE CONSTITUTION

Any alteration of this Constitution shall receive the assent of not less than two-thirds of the full membership of the Association for the time being whether individual or representative present and voting at a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the General Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be proposed. At least 14 clear days' notice in writing of such a meeting, setting forth the terms of the alteration, shall be sent by the General Secretary to each member of the Association PROVIDED THAT no alteration shall be made which would have the effect of causing the Association to cease to be a Charity at law.

13. DISSOLUTION

If the Trustees by a simple majority decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote, of which meeting not less than 21 days' notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a simple [two-thirds] majority of those present and voting at such meeting the Trustees shall have power to dispose of any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the Trustees may determine.

14. NOTICES

Any notice may be served by the Honorary or General Secretary on any member either personally or on its appointed representative as the case may be, or by sending it through the post in a prepaid letter addressed to such member at his, her or its last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within ten days of posting.

15. INTERPRETATION

For the interpretation of this Constitution, the Interpretation Act, 1978, shall apply as it applies to the interpretation of an Act of Parliament.

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APPENDIX (1)

BSMHD Subscription Fees 2004/5
Organisational Fees:....................£250.00 (per annum)
Affiliated Members Fee:...............£250.00 (per annum)
Individual Member Fee:.................£35.00 (per annum)

British Society for Mental Health and Deafness, Registered Charity Number 1057135

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