Constitution

Name
Healthcare Infection Society

Objectives
The Objectives of the Society are, to advance knowledge of, foster scientific interest in and disseminate information about the prevention and control of hospital and other healthcare associated infections, to medical and allied professionals for the benefit of the public.

1. MEMBERSHIP

Ordinary membership of the Society shall, at the discretion of the Council, be open to:
 
Medically qualified microbiologists and trainee medical microbiologists working in the field of hospital and other healthcare associated infection.

Microbiologists, with qualifications of PhD or FRCPath, working in the field of hospital and other healthcare associated infection.

Other graduates who have demonstrated a consistent and continuing interest in hospital and other healthcare associated infection, by relevant publication, or by other means.

In exceptional circumstances membership can be offered to others working in the field of hospital and other healthcare associated infection.

Associate membership shall, at the discretion of Council, be open to anyone working in the field of hospital and other healthcare associated infections who does not fulfil the criteria for full membership. Associate members will receive the Journal, will benefit from Society subscription rates for conferences and meetings, but will not be eligible to vote on Society matters and will not be eligible for election to the Council.

Trainee membership at a reduced fee shall, at the discretion of Council, be open to UK and Republic of Ireland Medical Microbiology trainees for a period of two years only. Trainee members will, for the purposes of the Society, be considered Ordinary members. At the end of two years, or on appointment to a Consultant (or equivalent) position, whichever is sooner, the trainee member will transfer to the "Ordinary Members" list.

Retired membership at a reduced fee will be available for any Ordinary member on retiring from his/her professional position. These members will not receive the Journal and will not retain voting rights.

2. COUNCIL

The business of the Society shall be conducted by the Council of the Society. The Council members are the Trustees of the Society.

The Officers of the Society shall be a President, Chairman, Secretary and Treasurer. Officers are members of the Council. The President is elected to the Council by Council members for a single period of four years. Other Officers are elected by Council members for three years and may be re-elected to office for one further term of three years.

The Council, excluding the President, shall consist of twelve members, of which not less than any ten will be medically qualified microbiologists.

The Editor of The Journal of Hospital Infection shall be a member of the Council, having been appointed to the post by the Council for a period of five years.

A trainee representative, elected by the BIA trainee forum, shall be a member of Council. This representative must be a member of the HIS and will serve for three years or until he/she is appointed to a Consultant (or equivalent) position, whichever is the sooner.

The remaining seven Council members will be elected by Ordinary members of the Society.
The tenure of membership of these Council members shall be three years. An individual will not be eligible for re-election for one year. Nominations for these Council members shall be received by the Society or its appointed agent not less than six weeks before the Annual General Meeting. If the number of nominations exceeds the number of vacancies, the Society or its appointed agent will conduct an election and the results of the election will be reported at the Annual General Meeting.

Council members’ terms of office end at the Annual General Meeting held in their final year of office, at which point the terms of office of the new Council members begin.

Council will appoint the Chair of the International Conference Organising Committee; if the Chair of the International Conference Organising Committee is not a Council member, he/she will attend and participate in Council meetings, but he/she will not be a Trustee and therefore may not vote at Council meetings. An individual should serve as Chair of the International Conference Organising Committee for two years in the first instance, which can be extended by the Council by up to two years.

In addition, the Council will appoint the Chairs of the Society’s Standing Committees; if the Chair of one of the Society’s Standing Committees is not a Council member, he/she will attend and participate in Council meetings, but he/she will not be a Trustee and therefore may not vote at Council meetings. An individual should serve as a Committee Chair for three years in the first instance, which can be extended by the Council by up to two years.

At the discretion of the Council, additional individuals may be selected to attend and participate in Council meetings but they are not Trustees and may not vote at Council meetings. They will be appointed for one year in the first instance, renewable up to two years on an annual basis.

Casual vacancies occurring among Council members, whether caused by retirement, death or otherwise, may be filled by the Council. The person so chosen to fill any casual vacancy shall retain his or her office so long only as the member of the Council whose office has been vacated would in the ordinary course have retained office.

3. POWERS OF TRUSTEES

The Trustees must manage the business of the Society and have the following powers in order to further the Objectives (but not for any other purpose):

(a) to raise funds. In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Society;
(d) to borrow money and to charge the whole or any part of the property belonging to the Society as security for repayment of the money borrowed;
(e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objectives;
(g) to acquire, merge with or enter into any partnership or joint venture agreement with any other Society formed for any of the Objectives;
(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
(i) to obtain and pay for such goods and services as are necessary for carrying out the work of the Society;
(j) to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as Trustees of a trust are permitted to do by the Trustee Act 2000;
(k) to do all such other lawful things as are necessary for the achievement of the Objectives.

No alteration of this Constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees.

Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.

4. DISQUALIFICATION AND REMOVAL OF TRUSTEES

A Trustee shall cease to hold office if he or she:

(1) is disqualified for acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

(2) ceases to be a Member of the Society;

(3) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(4) resigns as a Trustee by notice to the Society; or

(5) is absent without the permission of the Trustees from all the Council meetings held within a period of 12 consecutive months and the Trustees resolve that his or her office be vacated.

5. ANNUAL GENERAL MEETINGS AND EXTRAORDINARY GENERAL MEETINGS

The AGM shall take place once a year; Extraordinary General Meetings may be held at the discretion of the Council provided there is at least three weeks notice to members. A quorum shall consist of at least 10 members, in addition to any Council members who may be present.

Reports of Officers and Council members with designated roles should be accepted for inclusion in the minutes of the AGM.

General meetings shall be chaired by the Chairman of the Society. If the Chairman is not present a Trustee nominated by the Trustees shall chair the meeting. If there is only one Trustee present and willing to act, he or she shall chair the meeting. If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the Members present and entitled to vote must choose one of their number to chair the meeting.

The Members present at a meeting may resolve that the meeting shall be adjourned. The person who is chairing the meeting must decide the date, time and place at which the meeting is to be re-convened. No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place. At least seven clear days’ notice shall be given of the re-convened meeting stating the date, time and place of the meeting.

Each Member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.

On a poll, votes may be given either personally or by proxy by a mechanism prescribed by the Council.

6. AMENDMENTS TO THE CONSTITUTION

The Constitution may be amended by a two-thirds majority of the members present at an Annual General Meeting or Extraordinary General Meeting provided that 14 days’ notice of the proposed amendment has been sent to all the members and provided that nothing herein contained shall authorise any amendment or deletion or addition to this Constitution the effect of which would cause the Society at any time to cease to be a charity in law. No alteration to the Objectives or to this clause may be made without previously consulting the Charity Commission.

7. FINANCIAL INVESTMENTS

The Council of the Society is authorised to appoint professional investment managers of repute and to delegate to them investment decisions on a discretionary basis.
The Council will delegate holding any investment to a nominee company of repute.
The Council is empowered to hold any investment which is quoted on a recognised Stock Exchange throughout the world.
The Treasurer and Chairman of Council (or deputy) will meet with, and review a report from, the appointed investment manager annually, to judge performance.
All investments made on behalf of the Society by its nominee must be appropriate and of a conservative nature and be in line with current legislation dealing with registered charities within the United Kingdom.
The trustees will review the reserves policy annually as part of the consideration of the budgetary parameters for the forthcoming year with the Objectives of the Society and the need to ensure sufficient funds exist to meet the commitments of the Society in future years.

8. FINANCIAL MANAGEMENT OF MEETINGS

The Society may support the running of International meetings by Hospital Infection Society (Management) Ltd. via unsecured interest bearing loans.

9. DISSOLUTION OF THE SOCIETY

The dissolution of the Society may be effected only by a resolution passed by a three-fourths majority of the Members of the Society present in person (or by proxy) at a Special General Meeting convened for that purpose and of which notice has been served on every then Member of the Society at his/her last known address. If a motion to dissolve the Society is carried by the said majority the Society’s surplus funds, property and assets (if any) shall not be distributed among the Members but shall be given or transferred to some other charitable organisation or organisations having similar objectives.

10. REGULATIONS

The Trustees may from time to time make such Regulations as they may deem necessary or expedient for the proper conduct and management of the Society.
The Regulations may regulate the following matters but are not restricted to them:

(a) the admission of Members and the rights and privileges of such Members and their subscription and other fees or payments.
(b) the conduct of Members in relation to one another and to the Society’s employees.
(c) the setting aside of the whole or any part or parts of the Society’s premises at any particular time or times or for any particular purpose or purposes.
(d) the procedure at general meetings and meetings of the Trustees in so far as such procedure is not regulated by the Constitution.
(e) the keeping and authenticating of records.
(f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.

The Society in general meeting has the power to alter, add to or repeal the Regulations.

The Trustees must adopt such means as they think sufficient to bring the Regulations to the notice of Members of the Society.

The Regulations shall be binding on all Members of the Society. No Regulation shall be inconsistent with, or shall affect or repeal anything contained in this Constitution.

11. ANNUAL REPORT AND RETURN AND ACCOUNTS

The Trustees must comply with their obligations under the Charities Act 1993 with regard to:

(a) the keeping of accounting records for the Society;
(b) the preparation of annual statements of account for the Society;
(c) the transmission of the statements of account to the Society;
(d) the preparation of an Annual Report and its transmission to the Commission;
(e) the preparation of an Annual Return and its transmission to the Commission.

Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission.

12. LAND
The title to all land held by or in trust for the Society is vested in the Official Custodian of Charities.


Agreed at AGM 17 September 2002
Amended at EGM 29 January 2010 and AGM 12 October 2010
Amended 1 April 2011 to reflect name change
Amended at AGM 17 November 2011