1. Charity Name: The Southampton Medical Society

2. The Objectives of the Society

• To organise and run as an Unincorporated Association, a form of Charity defined by the UK Charity Commission.
• To promote locally the development and dissemination of medical science and knowledge through education, study and research,
• To sponsor the dissemination of such knowledge through sponsorship of  lecture and demonstrations, meetings, delegations and individuals, and through paper based and electronic publishing;
• To promote professional relationships, communication and interactions in the medical community

To attain these objectives, The Society must be run by a competent, responsible, ethical and capable executive committee to standard and defensible conventions. It must conform to directives published and revised by the UK Charity Commission, and related Agencies, and Laws to ensure efficient administration and financial solvency. 

It must be answerable to the Charity Commission through its supervising Trustees on all financial matters and through properly maintained and auditable accounts.

3. Membership

Membership is defined by registration with the Society and payment of the annual subscription. The committee have the discretion to accept membership at a reduced rate. It is the responsibility of the member to ensure timely payment of the subscription. The society may seek to ensure efficient administration by introducing systems such as Standing Order or Direct Debiting. The maintenance of the annual subscription is an absolute condition of membership.

Any member is entitled to stand for and to hold office and to participate in all proceedings of the Society, including elections and referenda.

Membership of the Society is open to all members of the medical profession who are registered with the General Medical Council and those who have retired from such practice and also retired doctors who have voluntarily relinquished their registration.
Individuals who do not meet these criteria but who may be judged able to make a significant contribution to the life of the Society may also be co-opted as members with voting rights.

Doctors in training and medical students are welcome to attend all meetings of the Society, and to register with the Society as non-voting members. They may be charged a subscription to cover administrative costs.

The Society may elect Honorary Members on exceptional grounds. Honorary Members should be individuals whose contribution to the Society substantially advances its objectives and reputation. Honorary Members may be proposed by the Committee of Management to the Society and the election shall be made by a majority vote of the members present at a meeting.

4. Voting

Every Member paying the annual subscription has one vote in elections. Members are not entitled to appoint a proxy.

5. The Annual General Meeting

A General Meeting will be held at least once every year. The Hon. Secretary will provide reasonable notice and an agenda, and invite nominations for committee posts. Candidates wishing to stand for election should be proposed and seconded by members of the society, one of whom should be of 5 years standing, and submitted in writing to the Hon Secretary by the date specified which should be at least 2 weeks before the AGM. Any Officer of the Society is eligible to stand for re-election.

5.1 Other Meetings of the Society

Ordinary Meetings of the Society, and of the Committee of Management, will be held at regular intervals throughout the year. The Committee of Management may call an Extraordinary General Meeting at its discretion. A member of the Society who wishes to move a formal resolution at an Ordinary Meeting should give formal notice in writing, or by an acknowledged email, to the Secretary.

6. Management Responsibilities and Trustees

The Committee of Management of the Southampton Medical Society comprises:

• The Executive Committee members and other co-opted members whose duties are specified below. They are responsible for the day-to day running of the Society
• The Independent Board of Trustees, whose duties and terms of appointment are similarly specified. 

6.1 The Executive Committee

The Key Officers of the Society should include the President, Vice-President (President elect), Honorary Treasurer, Honorary Secretary and the Meetings Secretary. They will be supported by a         committee. All officers and members of the committee will be elected annually.

6.2 Roles of the Executive Committee Members:

The President
The President chairs the Executive Committee and meetings of the Society. He/she is the Senior Executive Officer of the Society.

The Vice-President
The Vice- President is the President elect.  He/she shadows the President, acting in his/her absence.

The Treasurer
The Honorary Treasurer takes responsibility for all day to day financial matters, including the collection of fees and payment of bills. He advises the committee on subscription policy.  He presents the annual accounts to the first meeting of every season.

The Society Secretary
The Honorary Secretary is an executive officer of the Society, overseeing administration. He keeps a record of both the committee meetings and the general meetings.

Meetings Officer(s)
The Meetings Officer is the lead organiser of Society meetings and the calendar of events.

The Librarian/Archivist/Curator
The Librarian is responsible for the preservation of records, archives, documents, gifts and materials of future interest and possible historic value.

6.3 The Powers of the Society's Officers

In accordance with these principles, the Society Officers, in consultation with the members, may take decisions which include the following: 

• Amalgamation or cooperation with other professional Societies
• To dispose of funds to advance the work of the Society.
• To make responsible use of money and assets of the Society, and to protect these assets in low risk financial instruments under trustee supervision and audit. All expenditure should be from existing funds and reserves
• To recruit and supervise administrative officers and staff

6.4 Executive Committee Meetings

The Executive Committee members will hold regular meetings.
A quorum of the Committee of Management consists of three Members of the Committee for routine business

6.5 The Independent Board of Trustees

The Society will appoint a number [not less than 4] of Charity Trustees to supervise the probity of the Society's activities, its financial health and its medium and long-term strategy, who will be known as the Independent Board of Trustees. The duties of the Independent Board of Trustees are set out in Document CC3 of the Charity Commission. The Independent Board of Trustees will meet together formally at least once annually. No Trustee may be appointed without his consent previously obtained. No one may be both a Trustee and either the Treasurer or a Secretary of the Society at the same time. Any Trustee may be removed from the office by the Committee of Management. Unless so removed a Trustee shall hold office until he or she resigns or dies.

7. Expulsion of Members

The Society should not seek to expel members other than in exceptional circumstances, where demonstrable damage is being done to the Society and its public reputation. In these circumstances, independent professional advice must be immediately engaged and best practice observed at all times to protect the Society from legal action. Where criminal or fraudulent acts have been perpetrated against the Society, the police and/or other regulatory authorities must be immediately involved

8. Financial Matters and Accounts

The subscription must be sustained at a level appropriate to the reasonable costs of the Society.

The Society's financial year is set at the 5th April by convention. A full and auditable set of accounts of all financial transactions is to be maintained. These will be presented by the Treasurer to the first meeting of the society each season. A complete auditable record must be maintained for all invoices and payments, and must be available for review.

The accounts should be audited annually by a registered auditor.

Financial transactions are to be conducted through conventional current accounts and deposits held with UK financial institutes. Two officers (usually the Treasurer and the Secretary) should act as signatories on each cheque. All payments must be made by cheque to assist the audit trail.

8.1 Holdings of Property, Land and Investments

All Property, land and investment holdings will be registered in the name of a Trust Corporation or the names of the members of the Independent Board of Trustees.

9. Powers of Amendment

Any amendments to the provisions of the Constitution are to be proposed and discussed by the Executive Committee, then put to the members at an AGM or EGM and must be decided by not less than two thirds of those members present at the meeting.

10. Powers of Dissolution

The Society may not be dissolved, unless and until all reasonable efforts have been made to preserve the Society. The Society has a long and honourable tradition, whose maintenance must extend beyond the convenience of transient Committees and individuals. Dissolution of the Society must only be decided on the recommendation of the executive committee and the board of trustees and after holding a General Meeting called for that purpose only. It must be passed by not less than two thirds of the whole membership in a referendum or secret ballot.