Constitution

DONOR CONCEPTION NETWORK CONSTITUTION

Adopted 24 September 1994, amended 4 March 2000, amended 20 October 2015

1. Name

The name of the Association is DONOR CONCEPTION NETWORK ("the Network").

2. Administration

Subject to the matters set out below the Network and its property shall be administered and managed in accordance with this constitution by the members of the Committee, constituted by clause 6 of this constitution.

3. Objects

The Network's object is to advance education in human fertility, fertilisation and embryology, assisted conception, genetics and the impact of non-genetic relationships by the provision to parents of children conceived by sperm, embryo or egg donation, to the children themselves and to those contemplating or undergoing treatment, of information, advice, counselling and support.

4. Powers

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

(1) to raise funds and to invite and receive contributions;

(2) to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;

(3) to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

(4) to appoint and constitute such advisory Committees as the Committee may think fit;

(5) to do all such other lawful things as are necessary for the achievement of the objects

(6) to increase public awareness of the practices of donor conception.

5. Membership

(1) Membership of the Network shall be open to any person interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Committee.

(2) In the case of parents of donor conceived children or those contemplating or undergoing treatment, membership may be on a family or an individual basis;  associate membership shall be open to professionals, including doctors, clinic staff, counsellors, or researchers.

(3) Each member (whether a family or an individual) shall have one vote; associate members shall be entitled to receive the Network newsletter and to attend general meetings, but may not vote.

(4) On the recommendation of the Committee, a general meeting may by a two-thirds majority vote terminate the membership of any member, provided that such member shall have the right to be heard by the meeting before a final decision is made.

6. The Committee

The Committee shall consist of no less than three and no more than seven persons to be elected at the annual general meeting for terms of office of up to three years. A person who has served a three year term shall be eligible to be re-elected for a further term of up to four years.

(1) One person shall be elected to serve as Chair.

(2) The Committee shall be trustees responsible for the entire management of the Network.

(3) In order to fill a vacancy or vacancies the Committee shall carry out an open process of recruitment and selection, and shall propose the name or names of those identified as the most suitable candidate(s) to the annual general meeting.

(4) No person shall be elected as a Committee member who has not been identified following such a process. 

(5) If a vacancy or vacancies should arise during the course of a year, the Committee may carry out a recruitment and selection process at any time and co-opt an identified candidate as a Committee member to serve until the next annual general meeting.

(6) The proceedings of the Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.

7. Determination of Membership of the Committee

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

(1) is disqualified from acting as a member of the Committee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision);

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

(3) is absent without the permission of the Committee from all their meetings held within a period of six months and the Committee resolve that his or her office be vacated.

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

8. Committee members not to be personally interested

No member of the Committee shall acquire any interest in property belonging to the Network (otherwise than as a trustee for the Network) or receive remuneration or be interested (otherwise than as a member of the Committee) in any contract entered into by the Committee, except as permitted by charity law, or by obtaining the express prior written consent of the Charity Commission.

9. Meeting and proceedings of the Committee

(1) The Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by any two members of the Committee upon not less that 14 days notice being given to other members of the Committee of the matters to be discussed.

(2) If the Chair is not present, the members of the Committee shall choose one of their number to chair the meeting before any business is transacted.

(3) There shall be a quorum when at least one third of the members of the Committee for the time being or three members of the Committee, whichever is the greater, are present at a meeting. A member may be present by teleconference or other electronic means.

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

(5) The Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Committee and any sub-group.

(6) The 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.

(7) The Committee may appoint one or more sub-groups consisting of three or more members of the Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Committee would more conveniently be undertaken or carried out by a sub-group; provided that all acts and proceedings of any such sub-groups shall be fully and promptly reported to the Committee.

10. Receipts and Expenditure

(1) The funds of the Network, including all donations, contributions and bequests shall be paid into an account or accounts operated by the Committee in the name of the Network at such bank as the Committee shall from time to time decide.

(2) The funds belonging to the Network shall be applied only in furthering the objects.

11. Accounts, Annual Report and Annual Return

The Committee shall comply with obligations under the Charities Act 2006 (or any statutory modification or re-enactment of that Act) with regard to;

(1) the keeping of accounting records for the Network;

(2) the preparation of annual statements of account for the Network;

(3) the auditing or independent examination of the statements of account of the Network;

(4) the transmission of the statements of account of the Network to the Commissioners;

(5) the preparation of an annual report and its transmission to the Commissioners;

(6) the preparation of an annual return and its transmission to the Commissioners.

12. Annual General Meetings

(1) There shall be an annual general meeting of the Network which shall be held in the month of March in each year or so soon as practicable thereafter.

(2) Every annual general meeting shall be called by or on behalf of the Committee.  Notice of the annual general meeting shall be given to the members of the Network.  All the members of the Network shall be entitled to attend and vote at the meeting.

(3) The Chair of the trustees if present shall chair the meeting. If not, one of the other trustees shall chair.

(4) The Committee shall present to each annual general meeting the report and accounts of the Network for the preceding year.

(5) Nominations for election to the Committee shall follow the process set out in Clause 6.

13. Special General Meetings

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

14. Procedure at General Meetings

The director or other person specially appointed by the Committee shall keep a full record of proceedings at every general meeting.

15. Notices

Notices to members may be sent by post or by email or by any other means likely to bring the notice to the attention of members.

16. Alterations to the Constitution

(1) 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.

(2) No amendment may be made to clauses 1, 2, 8, 17 or to this clause without the consent in writing of the Commissioners.

(3) No amendment may be made which would have the effect of making the Network cease to be a charity at law.

(4) The Committee should promptly send to the Commissioners a copy of any amendment made under this clause.

17. Dissolution

If the Committee decides that it is necessary or advisable to dissolve the Network it shall call a general meeting.  If the proposal is confirmed by a two-thirds majority of those present and voting, the Committee shall have the power to realise any assets held by or on behalf of the Network.  Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the Network as the Committee may determine or failing that be applied for some other charitable purpose.  A copy of the statement of accounts, or account and statement, for the final accounting period of the Network shall be sent to the Commissioners.