Academy of Medical Royal Colleges

ACADEMY OF MEDICAL ROYAL COLLEGES

REGULATIONS

MARCH 2010

Registered Charity No: 1056565

REGULATIONS FOR THE ACADEMY OF MEDICAL ROYAL COLLEGES

1MEMBERSHIP AND SUBSCRIPTIONS

1.1Admission to Corporate Membership

Corporate Membership will be by decision of the Council, and ratification of any such decision by the Board of Trustees.

1.2Individual Membership

As set out in Article 6.5, the Chairman of the Council will be a member of the Academy in their own right if they are not a nominated representative of a corporate member

1.3Annual subscription

All corporate members shall pay an annual subscription at a rate to be determined annually by the Board of Trustees.

1.4Time and method of payment

The annual subscription shall be payable to the Academy by any method and at any time agreed by the Board.

1.5Termination of Corporate Membership

A College or Faculty which has not paid its subscription at the rate to be determined annually by the Board of Trustees, within three months of it falling due, may be removed from the register of members by a resolution of the Board of Trustees in accordance with Article 1.5

1.6Cessation of Corporate Membership

Any College or Faculty which wishes to cease its corporate membership of the Academy must inform the Academy of their intention in writing. A minimum of three months notice must be given by the nominated representative. Subscriptions must be paid up until the date that corporate membership ceases.

1.7Reinstatement of Corporate Membership following termination or cessation

Reinstatement of Corporate Membership following termination or cessation will be at the discretion of the Council, as will any financial settlement, subject to the ratification of the Council’s determination by the Board of Trustees.

2THE BOARD OF TRUSTEES

2.1Election of Council Members as Trustees

Elections shall take place when a vacancy arises. Contested elections will be conducted by postal and/or electronic ballot using the single transferable vote method. The following are eligible to vote; the nominated representatives of the Corporate Members of the Academy, the Chairman of the Council (if they are not already entitled to vote as a nominated representative of a Corporate Member) and the second member of theRCGP. No more than one Council member may be elected as a Trustee from each Corporate Member.

2.2Terms of offices of Council members elected as Trustees

Terms of office will normally commence at the first Board Meeting after the result of the election is announced. Appointed Trustees seeking a second term of office will have their appointment reviewed by a three person panel made up of the Chairman of the Trustee Board, the Chairman of the Council and a senior member of the medical profession who may not be a current or past President of a College or Faculty, or a senior member of a non-medical profession. The third member of the panel will be nominated by the Chairman of the Council and Vice-Chairmenof the Council and agreed by the Council.

A Chairman of the Trustee Board who wishes to stand for a second term of office as Chairman willhave to go through a similar process to renew their appointment.

2.3Appointment of Trustees (including the Chairman)

Four Trustees will be appointed who shall not be current Presidents or Head Officers of Medical Royal Colleges or Faculties in accordance with Article 6.2. At least two (2) of the appointed Trustees shall not be medically qualified in accordance with Article 6.3.

Trustee roles, including that of the Chairman, will be advertised and appointments will be made against a person specification.

The panel for the appointment of the Chairman of the Trustee Board (first appointment and subsequent) will consist of:

• OCPA assessor
• Chairman of the Academy (Chairman of the Council for subsequent appointments)
• One of the Vice-Chairmen of the Academy (one of the Vice-Chairmen of the Council for subsequent appointments)
• 1 other current President who is not an Officer
• A senior member of the medical profession who must not be a current or past President of a College or Faculty, or a senior member of a non-medical profession. This individual would be put forward by the Chairman and Vice-Chairmen of the Council and agreed by the Academy (agreed by the Council for subsequent appointments).

The panel for the appointment of the first Trustees will consist of:

• OCPA assessor
• Chairman of the Academy
• One of the Vice-Chairmen of the Academy (or Chairman of the Trustee Board if this appointment has been made)
• 1 other current President/Head Officer who is not an Academy Officer
• A senior member of the medical profession who must not be a current or past President of a College or Faculty, or a senior member of a non-medical profession. This individual would be put forward by the Chairman and Vice-Chairmen of the Council and agreed by the Academy (agreed by the Council for subsequent appointments).

The panel for the appointment of subsequent Appointed Trustees (excluding the Chairman of the Board of Trustees) will consist of:

• OCPA assessor
• Chairman of the Council
• Chairman of the Trustee Board
• One senior medical professional who must not be a current or past President or Head Officer of a College or Faculty
• One senior non-medical professional

The panel appointing Trustees, including the Chairman of the Trustee Board, should be very aware of any potential conflicts of interests when considering such appointments and that there should be a two year gap between leaving the Council and being appointed as a Trustee.

2.4Terms of office of appointedTrustees

Terms of office will normally commence at the first Board Meeting following appointment. The terms of office of the four appointed Trustees will be staggered in accordance with Article 6.3.

3REMOVAL OF TRUSTEES – RIGHT TO APPEAL[1]

A Trustee who is removed from office following a resolution passed by the Board or the members may appeal in the first instance against this action to a panel consisting of:

1)The Chairman of the Board of Trustees

2)A non-medically qualified Trustee

3)A current President/Head Officer

If the panel considers the appeal to have grounds the panel may then refer the appeal back to the Trustees to re-consider. If the Trustees still determine that the Trustee should be removed the Trustee may, as a last resort, appeal to the members.

A similar opportunityfor a panel appeal should be made available in the case the proposed removal of the Chairman of the Trustees

4RESPONSIBILITIES OF CHAIRMAN AND TREASURER

4.1 Responsibilities of the Chairman of the Board of Trustees

To be responsible for chairing the Board of Trustees and to take overall responsibility for the governance of the Academy.

4.2Responsibilities of the Treasurer of the Board of Trustees

The Treasurer will:

4.2.1 Academy Finance, Audit and Resources Committee

Chair the Finance, Audit and Resources Committee

The following responsibilities would be exercised with the assistance of the Finance, Audit and Resources Committee, the Chief Executive Officer and the Academy’s accountant.

4.2.2 Accounts and banking procedures

4.2.2.1 To be responsible for ensuring that all monies received on behalf of the Academy are paid into an account in the name of the Academy of Medical Royal College at the bankers appointed by the Board.

4.2.2.2To oversee the implementation of such procedures regarding the signing of cheques, banking and other documents as the Board of Trustees may prescribe from time to time.

4.2.2.3To ensure compliance with the obligations in relation to accounts specified in the Companies Acts and Charities Act currently in force or any other applicable Act and in particular:

a)the keeping of accounting records for the Academy; and

b)the transmission of the statements of account of the Academy to the Charity Commission and to Companies House.

4.2.3 To submit audited accounts and a financial report to the Board and General Meetings

To be responsible for supervising the keeping of an account of all monies received and expended and for presenting to the Auditors the aforesaid account for the year ending 30 September (or such other date as may be directed by the Board) and shall submit the audited records to the Board within three months of the end of the financial year or if that should prove impossible as soon as reasonably practicable thereafter. The Treasurer shall ensure that the audited Balance Sheet and Income and Expenditure Account for the previous financial year are sent to all Corporate Members and presented to the Boardfor approval and shall report to each Ordinary Meeting of the Board and toGeneral Meetings on the financial state of the Academy.

4.2.4 Annual Budget

To be responsible for overseeing the preparation of an annual budget for consideration by the Board.

4.2.5 To have charge of property with limited power to expend

To be responsible for the day to day management and safe keeping and shall cause to be kept a correct inventory of the Academy's property, with power to correct such deficiencies as may be necessary, but the Treasurer shall not expend any sum greater than that which may be fixed from time to time by the Board, such outlay and the reason therefore to be reported to the Board at its next meeting

4.2.6 Salaries of the Staff

To cause to be paid to each member of the staff of the Academy such salary and in such manner as shall be approved from time to time by the Board.

4.2.7 Investments

To advise the Board on the Academy’s investments.

4.2.8 Audit Reports

To be responsible for receiving the reports of any audits and for presenting these to the Board.

4.2.9 Risk Management

To be responsible for ensuring that risks are effectively monitored and addressed.

4.2.10 Other Responsibilities

To take responsibility for other activities as agreed with the Chairman of the Board of Trustees.

5. PROCEEDINGS OF BOARD OF TRUSTEES MEETINGS

5.1 General

The proceedings of Trustee meetings must comply with Article 7and also with any guidance set out on conduct and declaration of interests. Under normal circumstances at least six weeks notice of meetings will be given.

5.2 Board of Trustees - Remit

The remit of the Trustees is as follows:

HR issues;Governance;

Finance/Audit/Accounts;

Risk management;

Remuneration of staff;

Appointment of Chief Executive; and

To review and, ifconsidered to be in the Academy's best interests,adopt the strategy recommended by the Council, in particular to ensure that itis in accordance with the charitable objects of the Academy and to oversee the implementation of such a strategy.

To delegate all matters relating to healthcare issues and the healthcare profession, and in particular to delegate the development and productionofappropriate guidance documents andcodes of practice and toreceive copies ofallsuch guidance documents andcodes of practice issued by the Council.

6. PROCEEDINGS OF COUNCIL MEETINGS

The Council is established as a Standing Committee of the Academy.

6.1 General

The proceedings of Council meetings must comply with Article 14and also with any guidance set out on conduct and declaration of interests. Usually at least six weeks notice of meetings will be given.

6.2 Council - Remit

The remit of the Council is as follows:

All medical/professional issues.

7ELECTION OF COUNCIL OFFICERS

7.1Election of Chairman and Officers of the Council

The Chairman of the Council shall be elected for a two year term of office. The Chairman may serve a third year subject to re-election.The Chairman of the Council mustbe either the current or immediate past President or Head Officer of a Corporate Member of the Academy. The Chairman of the Council will be a Trustee of the Academy ex-officio.

The term of office of the Chairman of the Council will end at the close of the second General Meeting following their election or, if a General Meeting is not held or if more than one General Meeting is held in any one calendar year, on a date agreed by the Board.

The Vice-Chairman or Chairmen of the Council shall be elected for a two year term of office, subject to annual re-election. The Vice-Chairman or Chairmen of the Council must be current Presidents or Head Officers of a Corporate Member of the Academy

The Vice-Chairman or Chairmenof the Council will demit officeat the close of the secondGeneral Meeting following their election, or, if aGeneral Meeting is not held or if more than one General Meeting is held in any one calendar year, on a date agreed by the Board, or when they demit office as President or Head Officer, whichever is the sooner.

The Council will also elect an Honorary Treasurer who on election shall be a current President or Head Officer of a Corporate Member of the Academy. The Honorary Treasurer will be elected for a term of up to five years, subject to annual re-election but will not be required to demit office when they demit office as President or Head Officer of the relevant Corporate Member.

The Council may also elect such other Officers as it thinks fit subject to the regulations set out below.

No more than one Council member from any one Corporate Member may be elected as an Officer of the Council.

Ballots will be conducted by postal and/or electronic ballot using the first past the post method if there are two candidates and by single transferable vote if there are more than two candidates.

There will normally be a period of three months between the declaration of the result of the election of the Chairmanof the Council and the date that he takes up office.

7.2No person to hold more than one Office

No person may at any one time hold more than one Office.

8. GENERAL PROCEEDINGS OF THE COMMITTEES OF THEBOARD OF TRUSTEESAND COMMITTEES OF THE COUNCIL

8.1Authority is delegated to committees within defined terms of reference to ensure the smooth operation of the Academy’s activities. In the case of the Finance, Audit and Resources Committee, this authority is delegated by the Board of Trustees, in the case of the Committees of the Council; authority is delegated by the Council. Committees are directly accountable to the Board of Trustees/Council and The Board of Trustees/Council (as appropriate) have the right to reconsider, and if thought fit to override a decision taken by a Committee or to take a decision on behalf of a Committee.

The Trustees / Council may establish further committees and set Terms of Reference for such committees at a later date, as they determine.

8.2Committees of the Board of Trustees

The Committees of the Board will be as follows:

The Finance, Audit and Resources Committee

The Treasurer will chair the Finance, Audit and Resources Committee.

8.3Committees of the Council

The Committees of the Council will be as follows:

The Nominations Committee

The Project Governance Committee

The Education Committee

The Academy Patient Lay Group

The Academy Trainee Doctors’ Group

Acurrent President/Head Officer will usuallychair all Academy committees and main sub-committees/groupswhere appropriate

* The Education Committee and its current sub-committee structure will be reviewed in 2010 once the merger between PMETB and the GMC has taken place. The Academy Revalidation Development Group reports to the Education Committee.

Members of Committees shall be appointed for such period of office as the Trustees shall specify. The Committee shall have the power to recommend to the Trustees that a person be appointed as a member of the Committee, and such appointment shall take effect on the date the Trustees approve such person’s appointment.

The term of office of committee chairmen will be a maximum of three years subject to annual review by the Nominations Committee. There will be some flexibility to allow Presidents who demit office before they have completed three years as Chairman of a committee to complete their term of office.

8.4Working Groups

The Board and the Council may at any time appoint working groups to enquire into any competent matter on their behalf. The appointment of such a working group shall be specified as for a certain period or until the purpose of its appointment has been fulfilled. The terms of reference of the Working Group and its reporting lines will be specified.The meetings and proceedings of any such Working Group shall be governed by the provisions of the Academy’s Governing Documents for regulating meetings and proceedings of Committees, so far as they are applicable.

8.5Notice of meetings

Usually at least six weeks noticewill be given of all meetings of Committees and Working Groups.

8.6Regulations of Committee meetings and voting

Subject to any instructions by the Board, a Committee may convene for the dispatch of business, adjourn and otherwise regulate its meetings as its Chair shall determine. When applicable, questions arising at any meeting shall be decided by the majority of votes. The methods of voting shall be at the discretion of the Chair of the Committee. All members have one vote.Active consideration should be given to dispatching business by means of video or teleconference. Committees should meet a maximum of 3/4 times each year.

8.7Authority to act with reduced members

The members for the time being of a Committee of the Board or the Council may act notwithstanding any vacancy in their number providing that there is a quorum present. The quorum of a Committee shall be fifty percent (or the next highest round number).

8.8Acts done in good faith

All acts done in good faith by any meeting of a Committee of the Board or the Council or by any person acting as a member of a Committee shall, notwithstanding to be afterwards discovered that there was some defect in the appointment, election or continuance in office of any person or of some one or more of the members of the Committee acting as aforesaid or that they or any of them were disqualified, be as valid as if all relevant persons had been duly appointed or elected or had duly continued in office and were qualified to be a member of their Committee.

8.9Chairman’s action

If a decision has to be taken urgently, between meetings, the Chairman may act on behalf of the committee following discussion with the Chairman of the Trustee Board, in the case of the Finance, Audit and Resources Committee, or the Chairman of the Council, in the case of committees of the Council. The action taken must be reported back to the next meeting of the committee.

8.10Records of Proceedings

Written records shall be made of the proceedings of all meetings of Committees of the Board and the Council and of all business transacted at such meetings and any such records of any meeting signed by the Chair of the next succeeding meeting, shall be sufficient evidence without any further proof of the fact therein stated. A copy of the written records of the proceedings of all meetings shall be provided to the Trustees as soon as is reasonably practicable.