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Constitution annex 9, further provisions

Contents

1 Eligibility for membership

1.1, an individual shall be eligible for membership of the trust if he:

  • 1.1.1, is at least 12 years of age at the date of his application or invitation to become a member (as the case may be); and
  • 1.1.2, he is otherwise eligible for membership pursuant to the terms of this constitution

Public constituency

1.2, for the purposes of determining whether an individual lives in an area specified as an area for public constituency, an individual shall be deemed to do so if:

  • 1.2.1, his name appears on the electoral roll at an address within the said area and the trust has no reasonable cause to conclude that the individual is not living at that address; or
  • 1.2.2, the trust is otherwise satisfied that the individual lives in the said area

1.3, an individual who is a member of the public constituency shall cease to be eligible to continue as a member if he ceases to live in the area of the public constituency of which he is a member, save as may otherwise be provided in this section 1.

1.4, where a member of a public constituency ceases to live permanently in the area of the public constituency of which he is a member he shall forthwith advise the trust that he is no longer eligible to continue as a member and the trust shall forthwith remove his name from the register of members, unless the trust is satisfied that the individual concerned lives in some other area of a public constituency of the trust. Where the trust is satisfied that such an individual continues to live in the area of a public constituency of the trust it shall, if the individual so requests, thereafter treat that individual as a member of that other public constituency and amend the register of members accordingly provided the trust has given that individual not less than 14 working days notice of its intention to do so.

1.5, where a member ceases to live temporarily in the area of the public constituency of which he is a member, the trust may permit that individual nonetheless to remain on the register of members for that public constituency if it is for good cause satisfied that the member continues to live in the area of the trust for the purposes of this Constitution and the 2006 Act, that the absence is of a temporary duration only and that the member will either return to live in the area of that public constituency of which he is a member or will live in some other part of the area of the trust in which case the provisions of section 1.4 shall apply as appropriate.

Staff constituency

1.6, a member of a staff class will cease to be eligible to be a member of that staff class if they no longer meet the eligibility requirements of paragraph 7 of the constitution and of annex 2.

1.7, where an individual is a member by virtue of their eligibility to be a member of a staff class and they cease to be eligible for membership of that staff class but are eligible for membership of some other staff class then the trust may give notice to that member of its intention to transfer him to that other staff class on the expiration of a period of time or upon a date specified in the said notice and shall after the expiration of that notice or date amend the register of members accordingly.

2 Application for membership

2.1, an individual may become a member by application to the trust in accordance with this constitution or, where so provided for in this constitution, by being invited by the trust to become a member of a staff class of the staff constituency in accordance with paragraph 8 of this constitution.

2.2, where an individual wishes to apply to become a member of the trust, the following procedure shall apply:

  • 2.2.1, the trust shall upon request supply the individual with a form of application for membership in a form determined by the trust
  • 2.2.2, upon receipt of the said form of application duly completed and signed by the applicant (or in the trust’s discretion signed on behalf of the applicant), the trust shall, as soon as is reasonable practicable and in any event within 10 working days of receipt of the duly completed form consider the same
  • 2.2.3, unless the applicant is ineligible for membership or is disqualified from membership, the trust shall cause his name to be entered forthwith on the trust’s register of members and shall give notice in writing to the applicant of that fact
  • 2.2.4, upon the applicant’s name being entered on the trust’s register of members the individual shall thereupon become a member
  • 2.2.5, the information to be included in the trust’s register of members shall include the following details relating to that member:
    • 2.2.5.1, his full name and title
    • 2.2.5.2, his date of birth
    • 2.2.5.3, his full postal address
    • 2.2.5.4, his home telephone number (if any)
    • 2.2.5.5, his email address (if any)
    • 2.2.5.6, the constituency and class of which he is a member
    • 2.2.5.7, the date upon which he became a member
    • 2.2.5.8, his gender, ethnicity and any disability, and
    • 2.2.5.9, his affiliation to any health and social care group

2.3, where an individual is to be invited by the trust to become a member, the following procedure shall apply:

  • 2.3.1, the trust shall take all reasonable steps to satisfy itself that the individual is eligible to become a member of the staff class of the staff constituency relevant to him before inviting him to become a member of the trust and that it has all the information needed to complete the register of members in accordance with section 2.2.5 above
  • 2.3.2, the trust having so satisfied itself, it shall thereupon invite that individual to become a member pursuant to paragraph 8 of this constitution and if necessary shall request the individual to provide such further information, if any, as it may need to complete the necessary entry in the register of members
  • 2.3.3, unless the individual has within 14 working days of the date upon which the trust dispatches its invitation to him to become a member advised the trust that he does not wish to become a member, the trust shall thereupon enter that individual’s name on the register of members and he shall thereupon become a member provided that the trust has been provided with the information, if any, requested pursuant to section 2.3.2 to enable it to complete the relevant entry in the register of members
  • 2.3.4, if the individual has failed to provide the information requested by the trust within 14 days of being invited by the trust to provide it in accordance with section 2.3.2 above, the trust shall give notice in writing to the applicant that the information has not been provided and that unless and until the information is provided that individual’s name shall not be entered on the register of members

2.4, no individual who is ineligible or disqualified from membership shall be entered or remain on the register of members.

2.5, for the avoidance of doubt, an individual shall become a member on the date upon which his name is entered on the trust’s register of members and shall cease to be a member upon the date on which his name is removed from the register of members as provided for in this constitution.

2.6, the trust shall procure that the register of members and all other Registers to be maintained in accordance with this constitution or in accordance with the 2006 Act are regularly reviewed and updated and that the register of members in particular is reviewed and updated as appropriate and no less often than every 28 days.

2.7, where, in the reasonable opinion of the trust, a member is no longer eligible or his disqualified from membership of the trust, it shall be entitled to remove the name of that individual from the register of members and that individual shall thereupon cease to be a member, provided always that this power shall not be exercised until the trust has given not less than 14 working days written notice to the member addressed to him at the address given in the register of members of its intention to remove him from the register and that member has not within that period notified the trust of his wish to continue as a member and provided proof satisfactory to the trust of his continued eligibility provided that any of the information contained in paragraph 2.2.5 shall only be made available to members of the public in accordance with the provisions contained in paraph 35 of this constitution.

3 Members’ meetings

3.1, the trust shall hold a members’ meeting for all the members (called the “annual members’ meeting”) within 8 months of the end of each financial year of the trust.

3.2, any members’ meetings other than the annual members’ meeting shall be called “special members’ meetings”.

3.3, members’ meetings shall be open to all members of the trust, members of the council of governors and the board of directors, representatives of the trust’s financial auditors and to members of the public. The trust may invite representatives of the media, and any experts or advisors, whose attendance they consider to be in the best interests of the trust to attend a members’ meeting.

3.4, all members’ meetings are to be convened by order of the board of directors.

3.5, the trust may make provision for members’ meetings to be held at different venues whether simultaneously or at different times.

3.6, the board of directors shall present to the members at the annual members’ meeting:

  • 3.6.1, a report on steps taken to secure that (taken as a whole) the actual membership is representative of those eligible for such membership
  • 3.6.2, the progress of the membership strategy
  • 3.6.3, any proposed changes to the policy for the composition of the council of governors and of the non-executive directors; and
  • 3.6.4, the results of the election and appointment of governors and any other reports or documentation it considers necessary or otherwise required by NHSE or the 2006 Act.

3.7, the trust shall give notice of all members’ meetings:

  • 3.7.1, by notice in writing to all members
  • 3.7.2, by notice prominently displayed at the trust’s main address and at all of the trust’s principal places of business
  • 3.7.3, by notice on the trust’s website at least 14 working days before the date of the meeting
  • 3.7.4, to the council of governors and the board of directors, and to the trust’s auditors stating whether the meeting is an annual or special members’ meeting giving the time, date and place of the meeting and indicating the business to be dealt with at the meeting

3.8, the chairman, or in his absence the vice chairman, or in their absence the reserve chairman shall preside at all members’ meetings of the trust. If none of the chairman, the vice chairman or the reserve chairman is present the governors present shall elect one of their number to be chairman and if there is only one governor present and willing to act that person shall be chairman. If no governor is willing to act as chairman or if no governor is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.

4 Board of directors, disqualification

4.1, in addition to the grounds of disqualification set out in paragraph 29 of the constitution, a person may also not be or continue as a director of the trust if:

  • 4.1.1 in the case of a non-executive director, he no longer satisfies all relevant appointment requirements
  • 4.1.2 he is a person whose tenure of office as a chairman or as a member or director of a health service body has been terminated on the grounds that his appointment is not in the interests of public service, or for non-disclosure of a pecuniary interest
  • 4.1.3 he has within the preceding 2 years been dismissed, otherwise than by reason of redundancy, by the coming to an end of fixed term contract or through ill health, from any paid employment with a health service body
  • 4.1.4 information revealed by a Disclosure and Barring service check is such that it would be inappropriate for him to become or continue as a director on the grounds that this would adversely affect public confidence in the trust or otherwise bring the trust into disrepute; or
  • 4.1.5 in the case of an executive director, he is no longer employed by the trust

5 Governors and directors, communication and conflict

5.1 Summary

This section 5 describes the processes intended to ensure a successful and constructive relationship between the council of governors and the board of directors. It emphasises the importance of informal and formal communication, and confirms the formal arrangements for communication within the trust. It suggests an approach to informal communications, and sets out the formal arrangements for resolving conflicts between the council of governors and the board of directors.

5.2 Informal communications

5.2.1, informal and frequent communication between the governors and the directors is an essential feature of a positive and constructive relationship designed to benefit the trust and the services it provides.

5.2.2, the chairman shall use his reasonable endeavours to encourage effective informal methods of communication including:

  • 5.2.2.1, participation of the board of directors in the induction, orientation and training of governors
  • 5.2.2.2, development of special interest relationships between Non-executive directors and governors
  • 5.2.2.3, discussions between governors and the chairman and, or the chief executive and, or directors through the office of the chief executive or his nominated officer; and
  • 5.2.2.4, involvement in membership recruitment and briefings at public events organised by the trust

5.3 Formal communication

5.3.1, some aspects of formal communication are defined by the constitutional roles and responsibilities of the council of governors and the board of directors respectively.

5.3.2, formal communications initiated by the council of governors and intended for the board of directors will be conducted as follows:

  • 5.3.2.1, specific requests by the council of governors will be made through the chairman to the board of directors
  • 5.3.2.2, any governor has the right to raise specific issues to be put to the board of directors at a duly constituted meeting of the council of governors through the chairman but if the chairman declines to raise any such issue the said governor may nonetheless still raise it provided at least two thirds of the governors present approve his request to do so. The chairman shall then raise the matter with the board of directors and provide the response to the council of governors
  • 5.3.2.3, joint meetings will take place between the council of governors and the board of directors as and when appropriate

5.3.3, the board of directors may request the chairman to seek the views of the council of governors on such matters as the board of directors may from time to time determine.

5.3.4, communications between the council of governors and the board of directors may occur with regard to, but shall not be limited to:

  • 5.3.4.1, the board of directors proposals for the strategic direction and the annual business plan
  • 5.3.4.2, the board of directors’ proposals for developments
  • 5.3.4.3, trust performance
  • 5.3.4.4, involvement in service reviews and evaluation relating to the trust’s services; and
  • 5.3.4.5, proposed changes, plans and developments for the trust other than may be covered by section 5.3.4.2 above

5.3.5, the board of directors shall also present to the council of governors the annual accounts, annual report and auditors report in accordance with paragraph 41 of this constitution and of the 2006 Act.

5.3.6, the following formal methods of communication may also be used as appropriate with the consent of both the council of governors and the board of directors:

  • 5.3.6.1, attendance by the board of directors at a meeting of the council of governors
  • 5.3.6.2, provision of formal reports or presentations by executive directors to a meeting of the council of governors
  • 5.3.6.3, inclusion of appropriate minutes for information on the agenda of a meeting of the council of governors
  • 5.3.6.4, reporting the views of the council of governors to the board of directors though the chairman or vice chairman

5.4 Resolving conflict

5.4.1, the council of governors and the board of directors must be committed to developing and maintaining a constructive and positive relationship. The aim at all times is to resolve any potential or actual differences of opinion quickly, through discussion and negotiation.

5.4.2, if the chairman cannot achieve resolution of a disagreement through informal efforts the chairman will follow the dispute resolution procedure described below. The aim at all times is to resolve the matter at the first available opportunity and only to follow this procedure if initial action fails to achieve resolution:

  • 5.4.2.1, the chairman will call a joint meeting (“resolution meeting”) of the members of the council of governors and board of directors, to take place as soon as possible, but no later than 20 clear working days following the date of the request. The meeting must comprise at least two thirds of the membership of the council of governors and at least two thirds of the membership of the board of directors. The meeting will be held in private. The aim of the meeting will be to achieve resolution of the conflict. The chairman will have the right to appoint an independent facilitator to assist the process. Every reasonable effort must be made to reach agreement
  • 5.4.2.2, if a resolution meeting of the members of the council of governors and board of directors fails to resolve a conflict, the board of directors will decide the disputed matter
  • 5.4.2.3, if following the resolution meeting, and any decision of the board of directors, the council of governors considers that implementation of the decision will result in the trust failing to comply with the licence, the council of governors will notify NHSE of the specific issue of non-compliance

5.4.3, the right to call a resolution meeting rests with following, in the sequence of escalation shown:

  • 5.4.3.1, the chairman
  • 5.4.3.2, the chief executive
  • 5.4.3.3, two thirds or more of the members of the council of governors
  • 5.4.3.4, two thirds or more of the members of the board of directors

5.5 Other disputes

5.5.1, where an individual is held by the trust to be ineligible and, or disqualified from membership of the trust and disputes the trust’s decision in this respect, the matter shall be referred to the chief executive (or such other officer of the trust as the chief executive may nominate) as soon as reasonably practicable thereafter.

5.5.2, the chief executive (or his nominated representative) shall:

  • 5.5.2.1, review the original decision having regard to any representations made by the individual concerned and such other material, if any, as the chief executive considers appropriate
  • 5.5.2.2, then either confirm the original decision or make some other decision as appropriate based on the evidence which he has considered; and
  • 5.5.2.3, communicate his decision and the reasons for it in writing to the individual concerned as soon as reasonably practicable
  • 5.5.3, where a governor is declared ineligible or disqualified from office or his term of office as a governor has been terminated (otherwise than as a consequence of his own resignation) and that person disputes the decision, he shall as reasonably practicable be entitled to attend a meeting with the chairman and chief executive of the trust, who shall use reasonable endeavours to facilitate such a meeting, to discuss the decision with a view to resolving any dispute which may have arisen but the chairman and chief executive shall not be entitled to rescind or vary the decision which has already been taken

5.6 Indemnity

Members of the council of governors and board of directors who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their council or board functions, save where they have acted recklessly. Any costs arising in this way will be met by the trust and the trust shall have the power to purchase suitable insurance or make appropriate arrangements with National Health Service Resolution to cover such costs.

5.7 Validity of actions

No defect or deficiency in the appointment or composition of the council of governors or the board of directors shall affect the validity of any action taken by them.

Page last reviewed: October 29, 2024
Next review due: October 29, 2025

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