New Memorandum and Articles of Association

For the last couple of years the ASI Board has been working on revising and updating the Memorandum and Articles of Association. The previous Memorandum and Articles were written in very Victorian quasi-legal language that was long winded and also very difficult to understand. In addition, they did not reflect the changes that have happened in the Ambulance Service and to Ambulance training and education over the last 10 years or so.

We are pleased to announce that the Memorandum and Articles were approved unanimously at the AGM on 24th September 2014. We will leave the New (approved) Memorandum and Articles on the website so that members can view them (see below)

 

 

 

 

 

 

 

 

Ambulance Service Institute

INCORPORATED 10th DAY OF DECEMBER 1976

MEMORANDUM

and

ARTICLES of ASSOCIATION

 

 

Registered Office

LYGON HOUSE, 50 LONDON ROAD
BROMLEY, KENT, BR1 3RA

… Company Number 01290137

Registered at Companies House Cardiff

Registered Charity Number 298872

Data Protection Act 1984 Registered Number K382661X

Registered Website: www.asi-international.com

Ambulance Service Institute All Copyrights Reserved circa MMXIII

 

INDEX TO THE ARTICLES

PART 1

AIMS, OBJECTIVES AND POWERS

 

1.         Aims and objectives

  1. Nominations
  2. Sponsorship
  3. Professional Comment
  4. Examinations
  5. Conferences
  6. List of Members
  7. Collect information
  8. Other activities

 

PART 2

INTERPRETATION AND LIMITATION OF LIABILITY

2.         Defined Terms

3.         Liability of Members

 

PART 3

DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES (MANAGEMENT BOARD)

4.         Directors’ general authority

5.         Members’ reserve power

6.         Directors may delegate

7.         Committees

 

DECISION MAKING BY DIRECTORS

8.         Directors to take decisions collectively

9.         Decisions where there is not a quorum

10.       Calling a Directors’ Meeting

11.       Participation in Directors’ Meetings

12.       Quorum for Directors’ Meetings

13.       Chairing of Directors’ Meetings

14.       Casting vote

15.       Conflicts of interest

16.       Records of decisions to be kept

17.       Directors’ discretion to make further rules

APPOINTMENT OF DIRECTORS

18.       Method of appointing Directors

19.       Termination of Director’s appointment

20.       Directors’ expenses

 

OFFICERS OF THE INSTITUTE

21.       President, Vice President and Past President

22.       Company Secretary

 

PART 4

MEMBERS

23.       Application for Membership

24.       Types of Membership

25.       Termination of Membership

 

BRANCHES

26.       Branches UK

27.       Branches Overseas

ORGANISATION OF GENERAL MEETINGS

28.       Attendance and speaking at General Meetings

29.       Quorum for General Meetings

30.       Chairing General Meetings

31.       Attendance and speaking by Directors and non-members

32.       Adjournment

 

VOTING AT GENERAL MEETINGS

33.       Voting, general

34.       Errors and disputes

35.       Content of Proxy Notices

36.       Delivery of Proxy Notices

PART 5

ADMINISTRATIVE ARRANGEMENTS

37.       Means of communication to be used

38.       Company Seals

39.       Her Majesty’s crown badge emblem

40.       No right to inspect accounts and other records

41.       Winding up or dissolution

DIRECTORS’ INDEMNITY AND INSURANCE

42.       Indemnity

43.       Insurance

 

PART 6

INCOME AND PROFITS

 

44.       Income and profits

 

 

PART 1

AIMS, OBJECTIVES AND POWERS

 

1.         Aims and Objectives

 

The objectives for which the Institute is established are: ­

 

To encourage and promote the highest quality of treatment and effectiveness of out of hospital care by making awards for exceptional acts of professionalism or sustained periods of exemplary service and other activities that will help to raise the standards of out of hospital care.

 

To raise awareness of the need for effective emergency services and equipment and advancing public education regarding safety, health and emergency services by making expert comment on developing trends in the out of hospital care arena.

 

To foster accord with like-minded bodies by developing working relationships with stakeholders in the out of hospital care arena.

 

In furtherance of the above objectives, the Institute shall have the following powers: ­

(A) To seek nominations for awards from suitable sources to enable the Institute to hold an Awards Ceremony, usually annually, to acknowledge  exceptional acts of professionalism or sustained periods of exemplary service in the out of hospital care arena.

 

(B) To request sponsorship from individuals or organisations to help fund the activities of the Institute, or expenses for any other legitimate activities related to the above objectives.

 

(C) As a professional body, to offer independent, non-political comment on current developments in the out of hospital care arena.

 

(D) To hold examinations from time to time in educational, administrative and technical subjects appertaining to the ambulance service which, in the opinion of the Institute, are necessary or desirable to recommend to all or part of its membership for study and qualification, and to grant certificates of qualification to the successful candidates.

(E) To hold conferences and meetings for the discussion of professional affairs, interests and duties, the reading of papers and the delivery of lectures,

(F) To compile and revise lists and registers of members.

(G) Generally to collect, collate and publish information of service and interest to members of the out of hospital care profession and the public at large.

(H) To do all such other lawful things as are incidental or conducive to the attainment of the above objectives.

 

 

 

 

 

 

 


PART 2

INTERPRETATION AND LIMITATION OF LIABILITY

 

2.         Defined Terms

 

In the articles, unless the context requires otherwise:

 

‘articles’ means the company’s articles of association

 

‘the Act’ means the Companies Act 2006;

 

‘the company’ (hereinafter called “the Institute”) is AMBULANCE SERVICE INSTITUTE

 

‘committee’ unless otherwise stated means the executive committee (Management Board) of the Institute;

 

‘conflicted director’ means a director in respect of whom a conflict of interest arises or may reasonably arise because the conflicted director or a connected person stands to receive a benefit from the Institute, or has some separate interest or duty in a matter to be decided, or in relation to information which is confidential to the Institute;

 

‘connected person’ means, in relation to a director, a person connected with a director within the meaning of the Act or a person connected with a Charity Trustee or a trustee for a charity within the meaning of the Charities Act 2006;

 

‘the seal’ means the common seal of the Institute;

 

‘Secretary’ means any person appointed to perform the duties of secretary of the Institute;

 

‘the United Kingdom’ means Great Britain and Northern Ireland;

 

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;

 

‘document’ includes, unless otherwise specified, any document sent or supplied in electronic form (as defined in Section 1168 of the Companies Act 2006)

 

‘bankruptcy’ includes individual insolvency proceedings in a jurisdiction other than England, Wales and Northern Ireland which have an effect similar to that of bankruptcy

 

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification of the Act in force at the date at which these Articles become binding on the Institute.

 

3.         Liability of Members

 

The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Institute in the event of its being wound up while he or she is a member or within one year after he or she ceases to be a member, for-

  1.          i.      Payment of the Institute’s debts and liabilities contracted before he or she ceases to be a member,
  2.        ii.      Payment of the costs, charges and expenses of winding up, and
  3.       iii.      Adjustment of the rights of the contributories among themselves.

 

 

PART 3

DIRECTORS’ POWERS AND RESPONSIBILITIES (MANAGEMENT BOARD)

4.         Directors’ general authority

 

Subject to the articles, the directors are responsible for the management of the Institute, for which purpose they may exercise all the powers of the Institute.

 

5.         Members reserve power

 

(a)       The members may, by special resolution supported by at least 50% of the UK membership, direct the directors to take, or refrain from taking, a specified action.

(b)       No such special resolution invalidates anything which the directors have done before the passing of the resolution.

 

6.         Directors may delegate

 

(a)       Subject to the articles, the directors may delegate any powers which are conferred upon them under the articles -

  1.               i.      to such person or sub-committee
  2.             ii.      by such means (including by power of attorney)
  3.           iii.      to such an extent
  4.           iv.      in relation to such matters or territories
  5.             v.      on such terms and conditions

as they think fit.

(b)       If the directors so specify, any such delegation may authorize further delegation of the directors’ powers by any person to whom they are delegated.

(c)        The directors may revoke any delegation in whole or in part, or alter its terms and conditions at any time.

 

7.         Sub-committees

 

(a)       Sub-committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

(b)       The directors may make rules of procedure for all or any of the sub-committees, which prevail over rules derived from the articles if they are not consistent with them.

 

DECISION MAKING BY DIRECTORS

8.         Directors to take decisions collectively

 

(a) The general rule about decision-making by directors is that any decision of the directors must be a majority decision taken at a meeting or a consensus via email or telephone.

(b) If the eligible directors at a meeting do not form a quorum, decisions should be submitted to the whole board via email/telephone for a consensus opinion.

(c) If a majority vote at any directors’ meeting does not exceed 50% of the total number of directors, any director has the right to submit the vote for a consensus opinion.

 

10.       Calling a directors’ meeting

 

(a) Normally the President will call a directors’ meeting, but meetings may be called by any director in an emergency, or if the action is delegated by the President.

(b) Notice of a directors’ meeting may be given directly, or via the Company Secretary and should indicate –

  1.               i.      The proposed date and time
  2.             ii.      Where it is to take place
  3.           iii.      What is to be discussed (ideally via an Agenda)
  4.           iv.      How directors who are unable to attend the proposed meeting may communicate their views before, during or after the meeting.

(c) Notice of a directors’ meeting must be given to each director, but need not be in writing.

 

11.       Participation in a directors’ meeting

 

(a) Subject to the articles, directors participate in a directors’ meeting when -

  1.               i.      The meeting has been called and takes place in accordance with the articles, and
  2.             ii.      They can communicate to the others any information and opinions they have on any particular item of business.

(b) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.

 

12.       Quorum for directors’ meetings

 

(a) The quorum for directors’ meetings shall be four (4) elected directors

(b) Should a quorum not be available on the appointed day and time, the President (or Vice President or Company Secretary in the President’s absence) will have the power to take such action as is necessary to ensure the continuance of the objectives for which the Institute is established and the due management of the Institutes affairs, normally by holding a President’s Special Meeting (a non-quorate directors’ meeting).

 

13.       Chairing of directors’ meetings

 

(a) The President of the Institute shall be entitled to preside at all directors’ meetings.

(b) If at any meeting the President is not present within ten minutes after the time appointed for holding the meeting, or being present, is unwilling to preside, the Vice President or Company Secretary, if present and willing, will preside, If the Vice President or Company Secretary being present, are unwilling to preside, some other director chosen by the directors present shall preside.

14.       Casting Vote

 

(a) If the numbers of votes for or against a proposal are equal, the Chairperson for the meeting may take a casting vote.

(b) This does not apply if the chairperson has a conflict of interest (see below)

 

15.       Conflicts of interest

 

(a) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision making process for quorum or voting purposes.

(b) If a question arises at a meeting of directors as to the right of a director to participate in the meeting (or part of a meeting) the chairperson should rule on the matter.

(c) If the question above relates to the chairperson of the meeting, the question should be decided by a majority vote of the other directors at the meeting.

(d) A procedural defect of which the directors were unaware at the time of the meeting (such as a conflict of interest) does not invalidate decisions taken at that meeting.

 

16.       Records of decisions to be kept

 

The directors must ensure that the Institute keeps a record of every decision taken by the directors and that the record is stored for at least 10 years after the decision was made.

 

17.       Directors’ discretion to make further rules

 

Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded and/or communicated to all the directors.

 

APPOINTMENT OF DIRECTORS

 

18.       Method of appointing directors (Management Board)

 

(a) The Board of Management of the Institute shall consist of up to nine (9) directors who shall be fully paid up members in the Fellowship, Graduate, or Member Grades, all of whom shall be elected at an Annual or Extraordinary General Meeting.

(b) At each Annual General Meeting three (3) directors shall retire from office, but ONLY if there are nominations from other members to replace them.

(c) The directors to retire shall be those who have been longest in office.

(d) The length of time a director has been in office shall be computed from their last election or appointment.

(e) A retiring director shall be eligible for re-election either because there are no other nominations or providing that they have given due notification on the official form to the Secretary by the stated acceptance date.

(f) Any candidate for directorship must submit (on the approved Official Nomination form) their name, together with the supporting signatures of any two other fully paid up members, of any grade, by the first day of the penultimate month occurring before the month of the Annual or Extraordinary General Meeting, and no person shall be eligible for election unless such particulars and notice shall have been given.

(g) Rule 18 (f) does not apply to directors who would be retiring at that meeting if no other nominations are received for their vacancy (provided that director is prepared to continue in office).

(h) The Institute may, at the Annual General Meeting at which a director retires, fill the vacated office by electing another person to fill the position.

(i) In default the retiring member shall, if offering themselves for re-election, be deemed to have been re-elected, unless at the Annual General Meeting it is expressly resolved not to fill the vacated office, or unless a resolution for the re-election of the retiring director shall have been put to the meeting and lost.

(j) If there is no suitable candidate, the vacancy shall remain unfilled until the next Annual or Extraordinary General Meeting.

(k) The remaining directors may act notwithstanding any vacancy in their body; provided always that in case the directors shall at any time be reduced in number to less than the quorum for the conduct of business, it shall be lawful for them to act as the Management Board for the purpose of admitting persons to membership of the Institute or of summoning an Annual or Extraordinary General Meeting but not for any other purpose.

 

19.       Termination of a director’s appointment

 

(a) The Institute may by Extraordinary Resolution remove any director before the expiration of their period of office and may by Ordinary resolution appoint another qualified member in their stead; but any person so appointed shall retain that office only to the end of the period which the director in whose place they are appointed was elected.

(b) The office of director shall be vacated:

  1.               i.      If by notice in writing to the Institute, they resign their office.
  2.             ii.      If they cease to be a member of the Institute.
  3.           iii.      If they became of unsound mind.
  4.           iv.       If a receiving order is made against them or they make any arrangements or composition with their creditors.
  5.             v.      If they become prohibited from office by reason of any Court Order made under the Companies Acts 2006.
  6.           vi.      If they fail to participate in four consecutive meetings of the Management Board or its Sub-Committees without reasons acceptable to the Management Board.

 

20.       Director’s expenses

 

(a) No director of the Institute shall be appointed to any salaried office of the Institute or any officer of the Institute paid fees, and no remuneration or other such benefit in money or money’s worth shall be given by the Institute to any director, except repayment of reasonable out-of-pocket expenses.

(b) The institute may pay any reasonable expenses which the directors properly incur in connection with their attendance at -

  1.               i.      Meetings of directors or sub-committees of directors
  2.             ii.      Annual or Extraordinary General meetings
  3.           iii.      Other meetings in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Institute.

(c) Directors should generally decline all offers of gifts, hospitality or entertainment. However, in circumstances where they feel that the objects of the Institute may be enhanced they should seek advice from at least three other directors before accepting.

(d) Where such hospitality is accepted, a declaration must be completed and submitted to the Company Secretary within 30 days of acceptance. The declaration must include the names of the other directors from whom advice was sought.

 

OFFICERS OF THE INSTITUTE

 

21.       President, Vice President and Past President

 

(a) The Institutes two most senior offices of “President’ and Vice-President’ cannot be filled by both persons being employees of the same agency.

(b) Immediately prior to, or, following the Annual General Meeting, (as circumstances may imply or necessitate) the directors shall elect a Vice-President from their number. The person to be elected as Vice-President shall have had at least three years previous experience as a director of the Institute.

(c) Should there be no candidates, or insufficient number of candidates for election, or none of the directors is willing to stand for the office of Vice-President, the directors shall have the power to elect a Vice-President from amongst their number.

(d) At the next Annual General Meeting, providing that the Vice-President is willing to accept the Presidency and has performed his/her Vice-Presidential duties to the satisfaction of the other directors, that person shall proceed to the office of “President Elect” and shall become President after the current President has completed three years in office or if the current President resigns or otherwise stands down from office.

(e) After completing a term as President, the retiring President becomes the Immediate Past-President of the Institute until replaced by a subsequent retiring President.

(f) Should the office of President fall vacant by reason of the death, resignation or application of Articles 19 of its occupant, the vacancy may, in compliance with Article 21(d), be filled by the immediate succession of the Vice-President, who may then continue in office until three years after the next AGM.

(g) In the event that the Vice-President chooses to complete his/her term of office as Vice-President, or declines the Presidency at this time due to other Board or private commitments, the Immediate Past-President shall immediately fill the office of ‘President Pro Tem’ until the Annual General Meeting when the Vice-President, in compliance with Article 21 (d), shall progress to the Presidency and the Immediate Past-President shall revert to the Immediate Past President position until replaced.

(h) Should the Immediate Past-President decline to, or not be able to, take up the Presidency under Article 21 (g). The Board of Management shall have the power to elect a ‘President Pro Tem’ from amongst the remaining directors.

(i) In the event that no Board Member wishes to accept the office of ‘President Pro Tem’ the Board of Management shall have the power to ask any past President of the Institute to accept the office of ‘President Pro Tem’ until the next Annual General Meeting.

(j) Should no member of the Board of Management or a Past President be prepared to accept the office of ‘President Pro Tern’, the Board of Management shall have the power to instruct the Company Secretary to call an ‘Extraordinary General Meeting’ stating the reason and giving Twenty-One days notice to the membership.

(k) In similar circumstances in respect of a vacancy for the Immediate Past-President the President shall undertake the duties of both offices until the next Annual General Meeting when he/she either automatically becomes the Immediate Past-President, or, if he/she is to continue as President, the Management Board will have the power to elect an Immediate Past President from among any Past Presidents.

 

 

22.       Company Secretary

 

(a) The Management Board shall appoint a Company Secretary for such time and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them.

(b) The Company Secretary so appointed need not necessarily be a director or a member of the Institute generally. However, if the Company Secretary is not a director or a member of the Institute, they will be invited to sit on the Board of Management in a non-voting/advisory capacity.

(c) The Management Board may from time to time by resolution appoint an assistant or deputy Company Secretary, and any person so appointed may act in place of the Company Secretary if there be no Company Secretary or no Company Secretary capable of acting.

(d) Any assistant or deputy Company Secretary so appointed need not necessarily be an elected member of the Management Board or a member of the Institute generally.

(e) The Company Secretary (and any assistant) will be responsible for:

  • Maintaining the Company Accounts
  • Maintaining the statutory registers.
  • Ensuring that the company files statutory information promptly.
  • Providing members and directors with notice of meetings.
  • Providing members with proposed written resolutions and auditors with any passed resolutions.
  • Sending copies of resolutions and agreements to Companies House.
  • Supplying a copy of the accounts to every Member of the Board and any other entitled person.
  • Keeping, or arranging for the keeping, of copies of all members’ resolutions (passed other than at General Meetings), and minutes of all proceedings and General Meetings.
  • Ensuring that people entitled to do so can inspect company records.
  • Custody and use of the ASI Company seal.

 

 

PART 4

MEMBERS

23.       Application for membership

 

(a) The number of members with which the Institute proposes to be registered is unlimited

(b) No person shall become a member of the Institute (except for honorary members) unless –

  1.               i.      That person has completed an application form approved by the directors and
  2.             ii.      The directors (or person[s] delegated with this task by the directors) has approved the application.

 

24.       Types of membership

 

(a) There shall be six classes of members, namely (in order of seniority) Honorary Fellows, Fellows, Honorary Members, Graduates, Members, and Associates.

(b) HONORARY FELLOWS – The Management Board shall have the power to elect into the class of Honorary Fellow anyone who they determine has:

“performed considerable services which significantly benefits the promotion and development in furtherance of the aims and objectives of the Institute in particular, or the Ambulance Service/out of hospital care arena in general”. 

Honorary Fellows are not required to pay an annual subscription or fee. Anyone who pays the full subscription of their previous Institute Grade will be able to vote and be nominated for election to the Board of Management. Any Honorary Fellow may be invited to sit on the Board of Management in a non-voting/advisory capacity. The designatory letters for Honorary Fellow thus elected will be F.A.S.I. (Hon.).

(c) FELLOWS – The Management Board shall have the power to transfer into the class of Fellow, any member who is the holder of the necessary qualifications and experience which fulfils the criteria determined by the Management Board from time to time, the appropriate subscription and fees having been paid, and who is engaged in direct Patient Care, Ambulance Staff Training, Ambulance Service Control, Ambulance Management, any other branch of pre-hospital care or a singular or combination of these. The designatory letters for a Fellow thus transferred or elected will be F.A.S.I.

(d) HONORARY MEMBERS – The Management Board shall have the power to elect into the class of Honorary Member a person who has:

“consistently given significant support and/or has significantly and consistently contributed to the Institutes aims and objectives to the benefit of the Institute generally”.

Honorary Members are not required to pay an annual subscription or fee, have no voting rights (unless acting as a proxy in a poll) and are not eligible for nomination or election to the Board of Management. Any Honorary Member may be invited to sit on the Board of Management in a non-voting/advisory capacity. The designatory letters for an Honorary Member thus elected will be M.A.S.I. (Hon.).

(e) GRADUATE MEMBERS – The Management Board shall have the power to transfer into the class of Graduate Member any member who has satisfactorily passed the examination prescribed by such examination rules as may from time to time be approved by the Board of Management, the appropriate subscription and fees having been paid, and who is engaged in direct Patient Care, Ambulance Staff Training, Ambulance Service Control, Ambulance Management, any other branch of out of hospital care or a singular or combination of these. The Management Board shall have the power to elect into the class of Graduate Member the holder of the necessary qualifications and experience which fulfils the criteria determined by the Management Board from time to time, the appropriate subscription and fees having been paid, and who is engaged in direct Patient Care, Ambulance Staff Training, Ambulance Service Control, Ambulance Management, any other branch of pre-hospital care or a singular or combination of these. The designatory letters for a Graduate thus transferred or elected will be G.A.S.I.

NOTE: It is expected that Graduate Members will have a University Degree in a subject associated with Ambulance or out of hospital care work or a similar level of qualifications and experience related to Ambulance Service or out of hospital care work. Business Management Degrees with considerable Ambulance/out of hospital care experience will also be considered.

(f) MEMBERS – The Management Board shall have the power to transfer into the class of  Member an Associate member who has satisfactorily passed the examination prescribed by such examination rules as may from time to time be approved by the Board of Management, the appropriate subscription and fees having been paid, and who is engaged in direct Patient Care, Ambulance Staff Training, Ambulance Service Control, Ambulance Management, any other branch of out of hospital care or a singular or combination of these. The Management Board shall have the power to elect into the class of Member the holder of the necessary qualifications and experience which fulfils the criteria determined by the Management Board from time to time, the appropriate subscription and fees having been paid, and who is engaged in direct Patient Care, Ambulance Staff Training, Ambulance Service Control, Ambulance Management, any other branch of out of hospital care or a singular or combination of these. The designatory letters for a Member thus transferred or elected will be M.A.S.I.

(g) ASSOCIATE MEMBERS - The Management Board shall have the power to elect into the class of Associate Member any person who fulfils the criteria determined by the Management Board from time to time, the appropriate subscription and fees having been paid, and who is engaged in or has a significant interest in direct Patient Care, Ambulance Staff Training, Ambulance Service Control, Ambulance Management, any other branch of out of hospital care or a singular or combination of these. The designatory letters for an Associate thus transferred or elected will be A.A.S.I.

(h) ENTRANCE FEE AND SUBSCRIPTIONS – The entrance fee (if any) payable by members on admission to membership of the Institute shall be of such amount as the Management Board shall from time to time determine. The annual subscription payable on the 1st APRIL of each year shall be of such amount in respect of each class of membership, as the Management Board shall from time to time determine. The Management Board may, at their discretion, adjust the fees no more frequently than annually in line with the Retail Price Index as at the First of June preceding the Annual General Meeting, the fee for each membership group being rounded to the nearest Pound Sterling, without any formal approval of the membership at the AGM. Should the Board of Management need to recommend an annual increase in excess of this amount or an increase less than one year since the previous increase, it will be subject to the approval of the members at an Annual General Meeting.

(i) RETIRED MEMBERS – In recognition of Retired members;

  1.               i.      Members at any level who permanently retire from Ambulance Service/out of hospital care work shall be entitled to continue their membership of the Institute as a Retired member in the class held on the date of leaving the Service/work.
  2.             ii.      Retired members in any class shall have the right to choose:
  1. ­Not to pay an Annual Subscription and not to have the right to vote on the Institutes affairs, (Unless acting as a proxy in a poll), or to be nominated for election to the Institutes Board of Management.
  2. Not to pay an Annual Subscription and to make a donation to the Institutes funds without the right to vote on the Institutes affairs, (Unless acting as a proxy in a poll), or to be nominated for election to the Institutes Board of Management.
  3. To pay the full Annual Subscription of their grade and retain their full voting rights and their right to be nominated for election to the Institutes Board of Management.

 

(j) Only fully paid-up members and retired members will have the right to proclaim membership of the Ambulance Service Institute and to use the designatory letters of their Institute grade. Unpaid and lapsed members will not have the right to proclaim membership of the Institute or to use the designatory letters of the Institute grades they may have attained.

 

25.       Termination of membership

 

(a) A member may withdraw from membership of the institute by giving notice to the Company Secretary. On resignation, no refund will be given for any time remaining during the current year’s membership.

(b) If any member shall not have paid their subscription for that year by 1st October, or in the case of a new member shall not have paid their entrance fee (if any) and their proper subscription for that year within three months of election or transfer as the case may be, their name may be struck off the register of members by the Management Board at any time thereafter, but who shall, nevertheless, continue liable to pay any arrears due at the time of their name being struck off; provided always that this Article shall not be construed to compel the Management Board to remove any name if they shall be satisfied that the name ought to be retained and also provided that a member shall have the right to submit evidence in their own defence for consideration by the Board when it is proposed to terminate their membership.

(c) The Management Board may refuse to continue to receive the subscriptions of any person who shall have wilfully acted in contravention of the regulations of the Institute; acted in a manner that, in the opinion of the Management Board, may damage the reputation of the Institute; or who shall, in the opinion of the Management Board, have been guilty of such conduct as shall have rendered them unfit to continue in membership of the Institute; and may remove their name from the register. They shall thereupon cease to be a member of the Institute, provided always that such a person shall first be given a proper opportunity of submitting evidence in their defence for consideration by the Board. Any expelled person shall thereafter not be permitted to represent themselves as a member of the Institute and will be forbidden to use any designatory letters of any Institute grade they may have gained whist being a member.

 

BRANCHES

26.       Branches UK

 

(a) The Management Board may when and where necessary authorise the formation of Branches and or Groups. Such Branches and or Groups shall be conducted according to these Articles and the Byelaws of the Institute in force from time to time. Groups will, normally be formed by and within Branches where a sub-division is necessary to achieve an advantageous distribution of the work of the Institute within the Branch.

(b) Branches and/or Groups are expected to finance their activities from their own funds (not ASI Membership Fees) and only carry out activities within the objects of the Institute. The Institute shall not be responsible for any liability incurred by or on behalf of any Branch or Group of the Institute beyond any amount previously appropriate or contributed for any specified purpose by the Management Board.

(c) All Branches of the Institute will be required to submit a return to the Company Secretary, on an annual basis, showing the roll of members belonging to that Branch and any financial accounts relating to their activities by 31st March in each year.

 

27.       Branches Overseas

 

(a) The Management Board may from time to time establish or permit the establishment of Branches of the Institute in any part of the World.

(b) All overseas Branches shall foster and support the Institute in its objects, and so far as is possible within the structure of the Branch shall subscribe to and carry out these objects and be conducted according to these Articles and the Byelaws of the Institute in force from time to time.

(c) Any Overseas Branch may make such alterations, additions or amendments to the Byelaws as it may deem expedient for the proper working of the Branch and to comply with local laws and practices.

(d) No such alteration, addition or amendment shall be effective or operative until it has been submitted to and approved in writing by the Management Board of the Institute in Great Britain.

(e) The Branch shall also prepare and submit to the Management Board in Great Britain for its approval a supplementary set of Byelaws or regulations for the internal regulation of the Branch.

(f) Fully operative and paid-up overseas Branches shall have the right to One Corporate vote on the Institutes affairs at Annual and Extraordinary General Meetings of the Institute in Great Britain.

(g) An overseas Branch shall be solely responsible for the cost and expenses and conduct of the Branch and for the cost of examination of candidates of the Branch and for that purpose it shall be entitled to retain for its own use such amounts of the Annual Subscriptions of the membership of the Branch as shall from time to time be determinable and fixed by the Management Board of the Institute in Great Britain.

 

ORGANISATION OF GENERAL MEETINGS

28.       Attendance and speaking at general meetings

 

(a) The Institute shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Management Board, and shall specify the Annual General Meeting as such in the notices calling it, provided that every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting.

(b) All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.

(c) The Management Board may whenever they think fit convene an Extraordinary General Meeting.

(d) At least twenty-one days’ notice in writing or other suitable means of communication (e.g. email) of every Annual General Meeting and fourteen days’ notice in writing at the least of Extraordinary General Meetings (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given) specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of that business, shall be given to such persons as are entitled to receive such notices from the Institute.

(e) The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice of an Annual or Extraordinary General Meeting shall not invalidate any resolution passed, or proceeding had, at any Annual or Extraordinary General Meeting.

(f) The directors may make whatever arrangement they consider appropriate to enable those attending an Annual or Extraordinary General Meeting to exercise their rights to speak or vote at it.

 

29.       Quorum for general meetings

 

(a) Five (5) Members who are entitled to vote, at least three (3) of whom shall, except in the case of a meeting convened on the requisition of members, be members of the Management Board shall be a quorum.

(b) No business shall be transacted at any Annual or Extraordinary General Meeting unless a quorum is present when the meeting proceeds to business.

(c) If at the time appointed for the holding of an Annual or Extraordinary General Meeting, a quorum of members is not present, the meeting, if convened on the requisition of members, shall be dissolved. If convened by the Management Board, those present shall be a quorum.

 

 

 

30.       Chairing general meetings

 

(a) The President of the Institute shall preside as Chairperson at every Annual or Extraordinary General Meeting, but if there be no such Chairperson, or if at any meeting he/she shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, some other director chosen by the directors present shall preside, or if all the members of the Management Board present decline to take the chair, they shall choose some member of the Institute who shall be present to preside.

(b) The person chairing a meeting in accordance with this article is referred to as “the chairperson of the meeting”

 

31.       Attendance and speaking by directors and non-members

 

(a) Directors may attend and speak at Annual or Extraordinary General Meeting whether or not they are members.

(b) The Chairperson of an Annual or Extraordinary General Meeting may permit other persons who are not members of the institute to attend and speak at an Annual or Extraordinary General Meeting.

 

32.       Adjournment

 

(a) The Chairperson of the meeting may adjourn an Annual or Extraordinary General Meeting if -

  1.               i.      The Annual or Extraordinary General Meeting consents to an adjournment
  2.             ii.      It appears to the Chairperson of the Annual or Extraordinary General Meeting that adjournment is necessary to protect the safety of any person attending the meeting or to ensure that the business of the meeting is conducted in an orderly manner.
  3.           iii.      If directed to do so by the Annual or Extraordinary General Meeting (> 66% majority)

(b) No business shall be transacted at any adjourned Annual or Extraordinary General Meeting other than business which might have been transacted at the meeting from which the adjournment took place.

(c) Whenever an Annual or Extraordinary General Meeting is adjourned for thirty days or more, notice of the adjourned Annual or Extraordinary General Meeting shall be given in the same manner as of an original Annual or Extraordinary General Meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting.

 

VOTING AT GENERAL MEETINGS

 

33.       Voting: general

 

(a) At any Annual or Extraordinary General Meeting resolutions put to the vote of the meeting shall be decided on a show of hands, unless a poll is duly demanded by at least 30% of voting members present, or deemed necessary or expedient by the Chairperson.

(b) No member other than a Fellow, Graduate, Member or Associate (who shall have paid every subscription and other sum (if any) which shall be due to the Institute in the respect of their membership) shall be entitled to vote on any resolution at any Annual or Extraordinary General Meeting.

(c) Individual overseas members will not have the right to vote at Annual or Extraordinary General Meeting in Great Britain, (unless acting as the Branch Delegate), or to be nominated for election to the Institute’s Management Board in Great Britain.

(e) Overseas Branches shall have the right to one Corporate Branch vote at Annual or Extraordinary General Meeting in Great Britain, which may be duly exercised by a fully paid-up Branch Delegate in person, or by any other person appointed as the Branch Proxy, (such a person need not be a member of the Institute) or by a Proxy sent through the Post and delivered to the Company Secretary in Great Britain by the stated acceptance date.

(f) Polls must be taken immediately and in such manner as the Chairperson of the Annual or Extraordinary General Meeting directs.

(g) The demand of a poll shall not prevent the continuance of an Annual or Extraordinary General Meeting for the transaction of any business other than the question on which the poll has been demanded.

 

34.       Errors and disputes

 

(a) No objection may be raised about the qualification of any person voting at an Annual or Extraordinary General Meeting except at the meeting at which the vote objected to is tendered, and any vote not disallowed at the meeting is valid.

(b) Any such objections must be referred to the Chairperson of the Annual or Extraordinary General Meeting, whose decision is final.

 

35.       Content of Proxy Notices

 

(a) Each member entitled to vote shall be entitled to appoint any other person as their proxy to attend and vote at any Annual or Extraordinary General Meeting in their place. Such proxy need not be a member of the Institute.

(b) Proxies may only validly be appointed by a notice in writing (a Proxy Notice), which should take the following form –

 

“AMBULANCE SERVICE INSTITUTE (PROXY NOTICE)”

 

I (Full Name)

Of (Full Address)

A member of the AMBULANCE SERVICE INSTITUTE (Membership Number ……..) and entitled to vote thereat hereby appoint the President/Chairman of the meeting to vote for me, and on my behalf at the meeting of the Institute

To be held on the                        day of                 20    ,

And failing him/her I appoint, (Full Name)

Of (Full Address)

To vote for me, and on my behalf at the said meeting and at every adjournment thereof.

Signed                                                                        Date

 

(c) The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

 

36.       Delivery of Proxy Notices

 

(a) The instrument appointing a proxy or a notarially certified or office copy thereof shall be deposited with the Company Secretary not less than forty-eight hours before the time appointed for holding the Annual or Extraordinary General Meeting or adjourned Annual or Extraordinary General Meeting at which the person named in the instrument proposed to vote, or in the case of a poll not less than twenty-four hours before the time appointed for taking of the poll, and in default the instrument of proxy shall not be treated as valid.

(b) An appointment under a proxy notice may be revoked by delivering to the Company Secretary a notice in writing given by or on behalf of the person by whom or on whose behalf the Proxy Notice was given.

(c) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the Annual or Extraordinary General Meeting to which it relates.

(d) No instrument appointing a proxy shall be valid after the expiration of six months from the date of its execution.

 

 

PART 5

ADMINISTRATIVE ARRANGEMENTS

 

37.       Means of communication to be used

 

(a) Subject to the articles, anything sent or supplied by or to the Institute under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for.

(b) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by any means by which that director has asked for such documents or notices to be supplied.

 

38.       Company Seals

 

(a) Any common seal may only be used by the authority of the directors

(b) The directors may decide by what means and in what form any common seal is to be used.

(c) Unless otherwise decided by the directors, if the Institute’s seal is affixed to a document, the document must be signed by at least one authorized person.

(e) For the purposes of this article, an authorized person is –

  1.               i.      Any director of the Institute
  2.             ii.      The Company Secretary
  3.           iii.      Any other person authorized by the directors for the purpose of signing documents to which the common seal is applied

 

39.       Her Majesty’s crown badge emblem

 

Her Majesty’s crown badge emblem may only be used in accordance with the rules and regulations provided by the Garter Principal King of Arms. It is strictly reserved for use by the Institute’s Officers and Board of Management, and cannot be used on anything sold for profit.

 

40.       No right to inspect accounts or other records

 

Except as provided by law or authorized by the directors or agreed by a resolution at an Annual or Extraordinary General Meeting of the Institute, no person is entitled to inspect any of the Institute’s accounting or other records or documents merely by virtue of being a member.

 

41.       Winding up or dissolution

 

If upon the winding up or dissolution of the Institute there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Institute, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Institute.

 

DIRECTORS’ INDEMNITY AND INSURANCE

 

42.       Indemnity

 

(a) Subject to paragraph 42(b), a director of the Institute may be indemnified out of Institute assets against -

  1.               i.      Any liability incurred by that director in connection with carry out her/his activities with the Institute
  2.             ii.      Any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Institute.

(b) This article does not authorise any indemnity which would be prohibited or rendered void by provision of the Companies Act or any other provision of law.

 

43.       Insurance

 

The directors may decide to purchase and maintain insurance, at the expense of the Institute, for the benefit of any director in respect of relevant loss. (In this article “relevant loss” means any loss or liability which has been or may be incurred by a director in connection with that director’s duties or powers in relation to the Institute).

 

 

PART 6

INCOME AND PROFITS

 

44.       Income and profits

 

(a) Any profits of the Institute allowable after reductions indicated below shall be applied solely towards furtherance of the aims and objectives of the Institute

(b) A director is entitled to be reimbursed from the income and property of the Institute or may pay out of such income or property reasonable expenses properly incurred by her/him when acting on behalf of the Institute.

(c) None of the income or property of the Institute may be paid or transferred directly or indirectly by way of a dividend or bonus or otherwise by way of profit to any member of the Institute.

(d) The above does not prevent a director or member receiving reasonable and proper remuneration on an arm’s length basis for any goods or services supplied to the Institute as an individual or through an associated company.