The Welsh Association for Gastroenterology and Endoscopy

The Welsh Association for Gastroenterology and Endoscopy

CONSTITUTION

Adopted on the 11th day of October 2007.

(Amended 9 October 2008, 1 October 2009 and 2015)

1.Name.

The name of the Association is the Welsh Association for Gastroenterology and Endoscopy (W.A.G.E.)

2.Administration.

Subject to the matters set out below the association shall be administered and managed in accordance with this Constitution by the members of the Executive Committee, constituted by clause 7 of this constitution ("the Executive Committee").

3.Object.

The Association will concern itself with all aspects of gastroenterology including hepatobiliary and pancreatic disease. The terms “gastroenterology” and “gastrointestinal” herein embody all of these disciplines.

The Association’s object (“the object”) is to improve the care of patients in Wales with gastrointestinal disorders by:

(i)Facilitating co-operation between physicians, surgeons, radiologists, pathologists and other healthcare professionals caring for patients with gastrointestinaldisease.

(ii)Acting as a forum for disseminating advances in the discipline.

(iii)Encouraging higher standards of training, education and skill amongst those involved in the care of patients with gastrointestinal disease.

(iv)Promotion of research into gastrointestinal disease and the audit of clinical outcomes.

(v)Facilitating and agreeing processes for the drawing up of all-Wales guidelines in gastroenterology.

(vi)Drawing the attention of the public and the Welsh Assembly Government to the needs of patients with gastrointestinal disease, establishing where necessary a patient/public interface where uncertainties exist regarding the prioritisation of resources.

(vii)Giving leadership and professional advice in the provision and development of services in gastrointestinal disease in consultation with the Welsh Assembly Government and other bodies.

Powers.

In furtherance of the objects, but not otherwise, the Executive Committee may exercise the following powers:

(i)The appointment and constitution of such advisory committees as the Executive Committee shall think fit;

(ii)Power to do all such other lawful things as are necessary in order to achieve the objects;

5. Financial Governance

The majority of income will be sponsorship from the annual meeting, and the majority of outgoings will be for the cost of the annual meeting. The Treasurer will circulate a balance sheet to all members in advance of the annual meeting, and will present this formally at the open business meeting.

The Association will reimburse the cost of travel, subsistence and accommodation incurred by members of the Executive Committee whilst they are undertaking Association business. Such reimbursements will take place only in circumstances where Association business is not accepted as Professional Leave by the Trust employer of the Executive member.

Membership.

(i)Full membership of the Association shall be open to any doctor interested in furthering the objects. Full membership shall be open also to non-medical staff with professional qualifications working primarily in the field of gastroenterology or an allied specialty.All full members must have paid the annual subscription laid down from time to time by the Executive Committee.

(ii)Honorary (non-voting) membership will be open to full members on their retirement, or any other doctor resident in Wales having retired from a career in gastroenterology or allied specialty.

(iii)Associate membership will be open to health care professionals who can demonstrate a substantial contribution to the delivery of gastroenterology in Wales, either in an academic or a clinical context, provided that they pay the annual subscription laid down from time to time by the Executive Committee. The fee for associate membership will be half that of full membership.

(iv)Associate membersmay include nursing or unqualified staff working in gastroenterology and allied disciplines.

(v)All applications for full membership, be they from medical or non-medical staff, should be vetted by the society’s secretary and where doubt exists on relevance of professional qualifications, these membership applications would be discussed at the next Executive meeting. Every Full Member shall have one vote.

(vi)The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual: provided that the individual concerned shall have the right to be heard by the Executive Committee, accompanied by a designated representative, before a final decision is made.

(vii)A category of Honorary Lifetime Member was agreed in 2015. Any member can nominate somebody meeting the eligibility criteria. The awarding of an Honorary Lifetime Membership must be agreed by the Executive and by the annual Open Business Meeting. Those eligible for this award include (a) non medically qualified individuals who have made an outstanding contribution to gastroenterology and/or endoscopy in Wales; and (b) doctors no longer working in Wales who have likewise contributed to the specialty. Honorary lifetime members do not pay a membership fee and are welcomed free of charge to meetings of the Association. No more than three individuals may be allocated honorary membership during the course of any given year.

Honorary Officers.

The Full Members shall elect from amongst themselves a president, a vice-president who shall also be the president-elect, a secretary and a treasurer, who, if elected unopposed, shall hold office for two years following the conclusion of the annual meeting. A postal ballot will take place whenever more than one nomination for any of these posts is received.

Associate Members shall nominate a Lead health care professional whose duties are:

(i)To represent Associate Members on the Executive Committee (on which the Lead will have a vote)

(ii)To organise the Associates parallel session that takes place during the afternoon of the annual meeting

(iii)To respond to queries or issues that may arise from time to time concerning the national delivery of gastrointestinal services and training by allied health professionals working within one or more of the Associate Member groups.

8. Executive Committee.

(i)The Executive comprises, in addition to those specified in the next paragraph, the President, the Vice-President, the Secretary and Treasurer, and a Lead Associate Member (the latter elected for two years; see 7. above).

(ii)The Executive Committee will also include the following Full Members:

A representative of gastroenterology specialist registrars

A representative of trainees in gastrointestinal surgery

Wales representative serving on the Clinical Services Committee of the British Society of Gastroenterology (BSG).

One representative from each of the Association of Upper GI Surgeons and the Association of Coloproctologists of Gt. Britain and N. Ireland.

A representative from the paediatric gastroenterologists in Wales.

Clinical Lead for Endoscopy Training in Wales

Training Programme Director for Gastroenterology.

A representative of the Training Programme Director for General Surgery.

(iii) The Executive Committee may in addition appoint co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause 10(i) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated, in which case the appointment shall run from the date when the post becomes vacant.

(iv)All members of the Executive Committee shall retire from office at the end of the annual general meeting after the designated period has elapsed from the date on which they came into office.

The president shall retire from office at the end of the second annual general meeting after the date on which he/she came into office, but will remain on the executive for the following year to ensure continuity of business.

The vice-president (president-elect) shall move to the post of president at the end of the second annual general meeting after the date on which he/she came into office.

The secretary will serve for three years, but remain on the Executive for a fourth year in order to ensure continuity of business.

The treasurer shall retire from office at the end of the annual general meeting five years after the date on which he/she came into office.

e.All other elected representatives shall retire from office at the end of the annual general meeting no longer than three years after the date on which they came into office.

f. The inception of these terms of office will date from the end of the inaugural annual open meeting of 12 October 2006.

(v)The proceedings of the Executive Committee shall not be invalidated by any vacancy amongst their number nor by any failure to appoint or by any defect in the appointment or qualification of a member.

(vi)Nobody shall be appointed as a member of the Executive Committee who is not employed and in active service in gastroenterology or related disciplineswithin the principality of Wales.

The Secretary and Treasurer will be registered with the bank account of the Association. Both should be a signatory on cheques or other financial transactions.

9. Termination of Membership on Executive Committee.

A member of the Executive Committee shall cease to hold office if he/she:

i)Is absent without the permission of the Executive Committee from all their meetings held within a period of 12 months and the Executive Committee resolve that his/her office be vacated; or

ii)Becomes incapable by reason of illness or injury of managing or administering his/her own affairs;

iii)Notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

iv)Loses the confidence of the majority of the rest of the Executive Committee.

10. Meetings and proceedings of the Executive Committee.

i)The Executive Committee shall hold at least two ordinary meetings and one open meeting each year. The Committee will meet in Cardiff each spring and in the early morning immediately preceding the autumn annualopen meetings. A special meeting may be called at any time by the president or by any two members of the Executive Committee upon not less than seven days notice being given to the other members of the Executive Committee of the matters to be discussed, but if the matters include an appointment of a co-opted member then not less than 28 days notice must be given.

ii)The president shall act as chairman at meetings of the Executive Committee. If the president is absent from any meeting the responsibility shall pass to the vice president, secretary, or treasurer in that order. If all honorary officers are absent the remaining members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

iii)There shall be a quorum when at least four members of the Executive Committee are present at a meeting.

iv)Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question, but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.

v)The Executive Committee shall keep minutes of the proceedings at meetings of the Executive Committee and any sub-committee.

vi)The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

vii)The Executive Committee may appoint one or more sub-committees comprising three or more members of the Executive Committee for the purpose of making any enquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be better undertaken or carried out by a sub-committee: providing that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Executive Committee.

Annual General Meeting

i)There shall be an annual general meeting of the society which shall beheld in the month of October of each year. It will take place after the Plenary Session and before the Free Paper session of the all-day meeting.

ii)Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 60 days notice of the annual general meeting to all the Full and Associate Members of the Association. All Full Members shall be entitled to attend and vote at the meeting.

iii)The first annual general meeting shall be chaired by the current elected president of the Association. The chairman of subsequent annual general meetings will be the president of the Association elected biennially. If he/she is not present before any other business is transacted the persons present shall appoint a chairman of the meeting.

i)The Executive Committee shall present to each annual general meeting the report and accounts of the Association for the preceding year.

i)Nominations for election to the Executive Committee must be made by members of the Association in writing and must be in the hands of the Secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

12.Special General Meetings.

The Executive Committee may call a special general meeting of the Association at any time. If at least six members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days notice must be given. The notice must state the business to be discussed.

13.Procedure at General Meetings.

i)The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every Executive Committee and general meeting of the Association.

ii)There shall be a quorum when at least one tenth of the full membership of the Association for the time being or fifteen members of the Association, whichever is the greater, are present at any general meeting.

14.Notices.

Any notice required to be served on any member of the Association shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a pre-paid letter addressed to such a member at his/her last known address in the United Kingdom and any letter so sent shall be deemed to have been received within ten days of posting.

15.Alterations to the Constitution.

Any Full Member of the Association may propose an addition, or amendment to its constitution. The proposal should be placed in writing before the Executive Committee who will consider it and place it before a business meeting of the Association for consideration and approval.

If the Executive considers a major constitutional change is required a postal ballot will be carried out. Otherwise, changes to the constitution will be approved by simple ballot of the members at a business meeting.

Subject to the following provisions of this clause the constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

Signed…………………………………………………..

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…………………………………………………..cont’d

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11 October 2007