Sands Group Constitution

Draft Model Constitution for Sands Groups

1. Name and Definition
   The name of the organisation shall be ............ Sands (hereafter referred to as the 'Group'�) which is a local Group of Sands - Stillbirth and Neonatal Death Society (hereafter referred to as 'Sands'�), a national charity (Charity Registration Number 299679) and company limited by guarantee (Number 2212082).

2. Objects

   1. The objects of the Group are to further within the territory specified in Clause 3 the Objects of Sands which are:-
   1. to promote the emotional, psychological and physical well-being of parents, their families and friends, when a baby dies in utero, at birth or soon after birth, by:
   2. the provision of support and information to those so bereaved and their carers; and
   3. by working collaboratively with health and social care professionals to improve and enhance professional practice with bereaved parents; and
   4. to promote research and the implementation of best practice that will help identify the causes and reduce the incidence of the death of a baby in utero, at birth or soon after birth.
   2. In furtherance of the above Objects but not otherwise the Group shall:-
   1. provide support through the use of trained befrienders; such befrienders to have undergone the current Sands befriender training programme and to be authorised by Sands to act as befrienders on behalf of Sands;
   2. on receipt of any donations, fees or bequests, ensure that all such monies are expended solely in furtherance of the said Objects of Sands.
   3. In furtherance of the above Objects the Group may:-
   1. raise funds (but not by reason of carrying on a trade the profits of which are subject to Corporation Tax);
   2. raise awareness of the Objects of Sands with particular reference to the Group's activities by exhibiting at events and liaising with local media and other relevant organisations; and
   3. produce the appropriate written and electronic materials in respect of the above, provided that all such materials shall comply with the current content and style guidelines as laid down by Sands.
   4. The Group shall comply with any training, financial and other requirements as may be laid down by Sands.

3. Area Covered by Group
   The Group will cover the following area: [ ] which will include the following hospital[s]: [ ]

4. Management
   The activities of the Group shall be managed by a Committee elected at the AGM of the Group (hereinafter called the 'Committee'�) consisting of a minimum of three people including the three officers described below subject to a maximum of twelve people.

   The Committee shall appoint a Chair, Secretary and Treasurer and other officers as they deem necessary. All members of the Committee are required to be members of Sands.

   Committee members may serve for an initial term of one year and may then offer themselves for re-election annually up to a maximum of seven years in all. Committee members who have served a period of office of a period of seven years in total may offer themselves for re-election for further periods of one year with the prior written consent of the Sands Board and subject to the approval of the members of the Group by way of separate resolution in general meeting.

   The Committee shall meet at least three times a year (including the Annual General Meeting) and a minimum of three members of the Committee shall comprise a quorum. The Chair shall have a second or casting vote.

   The Committee of the Group shall hold a bank account in the name of the Group with a minimum of two signatures of duly appointed officers of the Group (who shall be unrelated) required to operate the mandate in relation to all bank accounts of the Group. Details of the Bank accounts and mandates must be supplied to Sands as soon as reasonably practicable once opened and any changes promptly reported to Sands. For the avoidance of doubt, all sums contained in such accounts shall belong to Sands.

   Sands may appoint, remove and replace any member of a Group, any Committee member or officer of the Group or withdraw any authority granted previously by Sands to any befriender associated with any Group at any time in the event that in the reasonable opinion of the Sands Board the activities of the Group or that person have not or are not being conducted in the best interest of Sands. Sands may only resolve to exercise any such power of removal or withdrawal of authority if:

   1. the individual has been given at least 21 days' notice in writing of the meeting of the Board of Sands at which the resolution will be proposed and of the reasons of why it is to be proposed; and
   2. the individual, or at their option, the individual's representative (who need not be a member of Sands) has been given the opportunity to make reasonable representations to the meeting.

5. Membership
   Membership of the Group shall be open to bereaved parents and their families, and to health and other professionals and other persons and organisations interested in supporting and furthering the Objects of Sands.

   Membership of the Group shall entitle the member to attend and vote at AGMs and other general meetings of the Group but not meetings of the Committee of the Group. Membership of the Group does not imply membership of Sands.

   Any person or organisation who wishes to become a member of the Group should submit a simple application form to the Secretary of the Group for approval at the discretion of the Committee of the Group.

   Membership of the Group shall be for a period of up to three years after which the member shall apply for renewal of membership for a further period of up to three years. There will be no subscription payment directly attached to Group membership. Groups may invite members and prospective members to make a donation to the Group as part of its membership approval and renewal procedures.

   The Secretary shall maintain a register of current Group members.

   Groups shall comply with the Data Protection Act 1998 and any guidance issued by Sands in relation to the storage and use of personal information they hold concerning members and others.

6. General Meetings of Group Members
   Any formal meetings of the members of the Group (as opposed to meetings of befrienders and/or support meetings which may be convened from time to time to by the Group) ('General Meetings'�) should be chaired by the elected Chair and failing which, one of the other elected officers of the Group and failing that, the meeting should be chaired by one of the Group members as appointed by the members present at the meeting.

   The Group shall hold an AGM in each year and every member of the Group (currently on the register maintained by the Secretary) shall receive no less than fourteen days' notice of such meeting.

   At the AGM and at any other General Meeting, every member of the Group shall have one vote and in the case of equality of votes, the Chair shall have a second or casting vote.

   Special General Meetings of the Group members may be convened by the Secretary, at the request of the Board of Sands or by no less than one quarter of the members of the Group (currently on the register maintained by the Secretary) and giving no less than fourteen days' notice to all members thereby stating the business to be considered at the meeting. Where a special General Meeting is requisitioned by the members of the Group, a meeting must be called by the Secretary within 21 days of the requisition.

   The Secretary, or other appointed person, shall record and keep minutes of all General Meetings.

7. Finances
   The Group shall not undertake expenditure or enter into activities which may result in the Group incurring liabilities in excess of the Group's current resources.

   The Group shall keep such financial records in such format and in such manner as Sands shall determine and the Group shall operate on the basis of the same financial year as Sands (currently 31st March.)

   The Group shall make such financial returns in such format and containing such information and supporting documents as Sands shall determine by 31st May in each year in respect of the preceding financial period of the Group ending on 31st March in that year, or within such other timescales as Sands may determine.

8. Amendments
   No amendments to this constitution may be made by the Group. The Board of Sands shall have the right to make amendments to this constitution from time to time in accordance with the articles of association of Sands.

9. Dissolution
   The Group may be dissolved by Sands in accordance with the provisions of the memorandum and articles of association of Sands as amended from time to time, or by resolution of the members of the Group.

   If any resolution is proposed to dissolve the Group then the Committee shall immediately notify the Sands Board.

   Unless determined otherwise by Sands in the event of a resolution or determination to dissolve the Group, the elected officers of the Group shall remain in office and shall be responsible for the winding up of the affairs of the Group. Those officers must collect in all of the assets of the Group and pay or make provision for all liabilities of the Group. The officers must then apply any remaining property directly for the Objects of Sands (subject to the prior approval of the Sands Board), by transfer to Sands, or in such other manner as Sands shall determine.

   In no circumstances shall the assets of the Group be paid or distributed among the members of the Group.