Executive Committee (EC) means the Board of Directors concerned with the day to day running of the Society.
Subject as aforesaid, words or expressions contained in these Bylaws shall, unless the context requires otherwise, bear the same meaning.
ARTICLE 1 – NAME, PURPOSE
1.2 Purpose. BRITSpA is organised exclusively for non-profit, educational, and scientific purposes, specifically to facilitate sharing of information related to all aspects of the Spondyloarthritis group of diseases including but not limited to axial SpA (including Ankylosing Spondylitis), Psoriatic arthritis, Reactive arthritis, arthritis related to inflammatory bowel disease and undifferentiated spondyloarthritis. This purpose includes networking among members of the various medical disciplines that manage or investigate aspects of these conditions and related disorders to enhance research, diagnosis and treatment of the Spondyloarthritis.
ARTICLE 2 – MEMBERSHIP
2.1 Members. Membership will consist of health care professionals and academics who demonstrate a clinical or research interest in Spondyloarthritis and related disorders. These may include rheumatologists, dermatologists, gastroenterologists, radiologists, immunologists, ophthalmologists, nurse specialists, physiotherapists, occupational therapists and non-clinical scientists. Honorary membership may be awarded at the discretion of the Executive Committee.
2.2 Eligibility. Eligibility will be open to all health care professionals and academics with an interest in Spondyloarthritis. Applications for membership should be on the Society’s application form, details available on the BRITSpA website, and applicants must be proposed by two existing BRITSpA members. Membership will be ratified by the Executive Committee.
2.3 Corporate Affiliation will be available and subject to an annual fee determined by the Executive Committee. Corporations may send two representatives to attend the BRITSpA meetings but will not have voting rights.
2.4 Voting Rights. Each member will be entitled to vote on the subject matter of an issue submitted to the membership will be entitled to one vote upon each such issue. (for definition of a Quorum see section 7.1)
ARTICLE 3 – EXECUTIVE COMMITTEE MEMBERS
3.1 Role of Executive Committee Members. The Executive Committee is responsible for overall policy and direction of BRITSpA, and delegates responsibility for day-to-day operations to the administrative officer or to sub-committees as applicable. The Executive Committee will consist of no fewer than six members. Executive Committee Members will receive no compensation other than reasonable expenses actually incurred that are approved by the Executive Committee and declared in the annual accounts.
3.2 Executive Committee Meetings. The Executive Committee will meet at least annually in person. Executive Committee meetings will be conducted for the purpose of discussing and planning the affairs of BRITSpA.
3.3 Executive Committee Elections. Election of new Executive Committee Members or election of current Executive Committee Members to a second term will occur at the Annual Meeting of the society. Two nominations (proposer and seconder) for Executive Committee membership are required. In the event of a contest for a position, voting by ballot will take place at the Annual General Meeting.
The selection and appointment of the chairperson will be the responsibility of the EC. Before the chairperson demits office, the EC will nominate one successor. The membership will be informed of the nomination at least 3 months in advance of the next AGM. Any objections to the proposal should be sent to the outgoing chairman prior to the AGM
3.4 Terms. The Chairperson will serve for a term of three years and all other members serving on the Executive Committee will serve for a term of three years. All will be eligible for re-election. No more than half of the Executive Committee should be changed at the same time.
3.5 Quorum. An executive committee meeting will be deemed quorate if attended by two thirds of the Executive Committee members.
3.6 Notice. An official Executive Committee meeting requires that each executive committee member have written notice seven days in advance. Notices will be sent by mail, fax, or e-mail.
3.7 Non-attendance. An Executive Committee Member should attend no less than one half of the committee meetings in a calendar year. Attendance at fewer than this number on each of two successive years would lead to disqualification from the executive committee and replacement by election at the next Annual Meeting.
3.8 Resignation, Termination and Absences. Resignation from the Executive Committee must be in writing and received by the Secretary or Chairperson. An Executive Committee member may be removed for other reasons by a two-thirds vote of the remaining Executive Committee members.
3.9 Limited Authority. No Executive Committee member is authorised to make a non-budgeted expenditure.
3.10 Extraordinary Meetings. Extraordinary meetings of the Executive Committee will be called upon the request of the Chairperson or one-third of the Executive Committee for the purpose of discussing issues needing immediate attention. Notices of special meetings will be sent out by the Secretary to each Executive Committee member at least 7 days in advance.
3.11 Officers and Duties. The Executive Committee will comprise at least six members, consisting of a Chairperson, Vice-Chairperson, Secretary, Treasurer, Information Technology member and external affairs member. The duties of Executive Committee members will be as follows:
The Chairperson will convene regularly scheduled Executive Committee meetings, will preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
The Vice-Chairperson will Chair committees on special subjects as designated by the committee and will take over the role of Chairperson on demand of the Chairperson or inability of the Chairperson to perform the tasks required to run the Society.
The Secretary will be responsible for keeping records of Executive Committee actions, including overseeing:
The Treasurer will make a report at each Executive Committee meeting. The Treasurer will make arrangements for establishing financial accounts, assist in the preparation of the budget, oversee fundraising plans, and make financial information available to Committee members and the public. The Treasurer will oversee a written account of all financial transactions to be made available at the Annual Meeting.
The IT executive member will be responsible for the maintenance of the BRITSpA website and all other IT related BRITSpA business
The External Affairs member is responsible for the organisation and content of the BRITSpA annual general meeting and for any other educational/research or combined meetings with BRITSpA involvement.
The Executive Committee will be assisted by an Administrative Officer who will fulfill duties as requested by the Executive Committee.
ARTICLE 4 – BUDGET
4.1 Minimum Balance of Funds. The Executive Committee will assure that a minimum balance of £5,000 remains in the treasury for the next year’s initial operating expenses.
4.2 Fundraising. All fundraising projects will be overseen by the Executive Committee.
4.3 Annual Budget. The Treasurer shall oversee the annual budget and ensure adequate funds to fulfill the aims of the organisation. These aims will include the organisation of Annual meetings, attendance of Committee members to special meetings and the provision of funds to support research or educational projects. The Treasurer will have the authority to approve payments of up to £2000. Amounts in excess of this will need to be approved by the Executive Committee.
ARTICLE 5 – ANNUAL GENERAL MEETINGS
5.1 Annual General Meeting. A minimum of one meeting open to all BRITSpA members will be held annually. The Annual General Meeting will allow the entire membership of BRITSpA to discuss affairs of the organisation, to receive reports from the Executive Committee and to elect new Executive Committee Members at appropriate times. All BRITSpA members will be notified of the Annual General Meeting. At least two-thirds of the Executive Committee must be present at the Annual Meeting. The date, time and place of the Annual Meeting will be set by the Executive Committee.
5.2 Decisions Requiring Approval outside formal Executive Committee Meetings. Any decision requiring Executive Committee approval may be conducted by the Secretary in lieu of a meeting. The process will be as follows:
5.3 Records. The Secretary will ensure that an accurate record is kept of all decisions requiring Executive Committee approval.
ARTICLE 6 – COMMITTEES
6.1 Formation. The Executive Committee may establish sub-committees as required for which the Executive Committee will appoint a Chairperson. Further committee members may be co-opted from the BRITSpA membership at the discretion of the Chairs.
6.2 Finance Committee. The Treasurer is Chair of the Finance Committee, which comprises the other members of the Executive Committee and any co-opted members. The Finance committee may co-opt up to three ordinary members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget. The Executive Committee must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Executive Committee. The fiscal year will be the tax year. Annual reports are required to be submitted to the Executive Committee showing income, expenditures and pending income. An annual Financial Report will be presented to the membership.
ARTICLE 7 – QUORUM
7.1 Of BRITSpA ordinary Members. One-sixth of ordinary members and/ or a minimum of 10 members will constitute a quorum for a general or special meeting.
7.2 Of Executive Committee Members. Two-thirds of Executive Committee Members will constitute a quorum for a Committee Meeting or an Executive Session.
ARTICLE 8 – DUES
8.1 Dues. There are no dues to be paid for membership of the Society.
ARTICLE 9 – ELECTIONS
9.1 Elections. Elections for Executive Committee Members will be carried as follows:
9.1.1. Elections will take place at the Annual General Meeting of the Society preceding the end of the term of office of the Chair or any Executive Committee member. Prior to that meeting the members of the society will be notified of a vacancy and nominations to fill the post, supported by two members of the Society, sought. Nominations will be reported to the Secretary prior to the Annual General meeting. At the Annual General Meeting, the Secretary will read the names of these nominees, they may be invited to make a presentation regarding their nomination and a ballot will take place at the end of all presentations by nominees. The result of the ballot will be announced at the same annual general meeting. In the event of a draw a second ballet (and so forth) will take place until there is a majority winner.
9.1.2. The Chairperson shall hold office for three years but will remain ex-officio on the Executive Committee for a further three years immediately following their period in post. All other members serving on the Executive Committee will serve for a term of three years. All will be eligible for re-election. No more than half of the Executive Committee should be changed at the same time.
ARTICLE 10 – AMENDMENTS
10.1 Amendments. These Bylaws may be amended when necessary by a quorum of BRITSpA members at the Annual Meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular meeting announcements.
These Bylaws were approved by the BRITSpA Executive Committee in London, 22nd April 2015.