CONSTITUTION OF THE BRITISH SOCIETY FOR GENETIC MEDICINE,
Registered Charity no.1058821
Adopted at the Annual General Meeting, 5th October
The British Society for Genetic Medicine is an umbrella
organisation of professional associations, including the Clinical
Genetics Society (CGS), Association for Clinical Genomic Science
(ACGS) and Association of Genetic Nurses and Counsellors (AGNC) and
special interests groups, including the Cancer Genetics Group
(CGG). The member associations are referred to as constituent
groups or specialist interest groups. In addition, the BSGM has its
own individual members who are not necessarily members of a
constituent group. The common purpose of the membership is the
promotion, encouragement and advancement of genetic and genomic
science in clinical and research practice for the public
1. Adoption of the Constitution.
The Society and its property will be administered and managed in
accordance with the provisions in Parts 1 and 2 of this
The association's name is The British Society for Genetic Medicine
and in this document it is called the charity.
For the public benefit, the promotion, protection and preservation
of good health, by any means deemed appropriate by the Executive
Committee from time to time, including by:
a) the promotion, encouragement and
advancement of the study and practice of clinical genetics and
b) the advancement of education, research and
innovation in clinical genetics and genomics
c) the promotion of public awareness of genetics
and genomics as they relate to health and disease
d) the support of the professions contributing
to applications of genetics and genomics in the health care systems
of the United Kingdom
e) the making available of informed opinion on
issues of public interest in relation to genetics and
f) the provision of a forum to co-ordinate
and assist as appropriate the activities of the Constituent
g) the co-operation and collaboration with other
national and international societies which promote the study and
practice of clinical genetics and genomics.
Nothing in this Constitution shall authorise an application of
the property of the charity for purposes which are not charitable
in accordance with section 7 of the Charities and Trustees
Investment (Scotland) Act 2005 and section 2 of the Charities Act
(Northern Ireland) 2008.
4. Application of income and property
1. The income and property of the charity shall be applied solely
towards the promotion of the objects.
a. The charity trustees, committee members or anyone acting on the
charity's business are entitled to be reimbursed from the property
of the charity or may pay out of such property reasonable expenses
properly incurred by him or her when acting on behalf of the
b. The charity trustees may benefit from trustee indemnity
insurance cover purchased at the charity's expense in accordance
with, and subject to the conditions in, section 189 of the
Charities Act 2011.
2. None of the income or property of the charity may be paid or
transferred directly or indirectly, by way of dividend bonus or
otherwise by way of profit to any member of the charity. This does
not prevent a member who is not also a trustee from
a. a benefit from the charity in the capacity of a beneficiary of
b. reasonable and proper remuneration for any goods or services
applied to the charity.
5. Benefits and payments to charity trustees and connected
No charity trustee may:
a. buy or receive any goods or services from the charity on terms
preferential to those applicable to members of the public;
b. sell goods, services or any interest in land to the
c. be employed by, or receive any remuneration from, the
d. receive any other financial benefit from the charity;
1 If the
members resolve to dissolve the charity the trustees will remain in
office as charity trustees and be responsible for winding up the
affairs of the charity in accordance with this clause.
2 If upon
the winding up or dissolution of the Society there remains, after
satisfaction of all its debts and liabilities, any property
whatsoever, the same shall not be paid or distributed among the
members of the Society but shall be given or transferred to the
Constituent Groups or to some other charitable institution or
institutions having objects similar to those of the Society and
which prohibit the distribution of its or their income among its or
their members. Such charitable institution or institutions shall be
determined by the Members of the Society at or before the time of
dissolution and if effect cannot be given to this provision, the
surplus funds shall be devoted to some other charitable object or
trustees must notify the Commission promptly that the charity has
been dissolved. If the trustees are obliged to send the charity's
accounts to the Commission for the accounting period, which ended
before its dissolution, they must send the Commission the charity's
7 Amendment of Constitution.
1. The charity may amend any provision contained in part
one of this Constitution provided that:
a. no amendments may be made that would have the effect of
making the charity cease to be a charity at law;
b. no amendments may be made to alter the objects if the change
would undermine or work against the previous objects of the
c. no amendments may be made to clauses 4 or 5 without the prior
written consent of the Commission;
d. any resolution to amend the provision of Part 1 of this
Constitution is passed by not less than two thirds of the members
present and voting at a general meeting or by post or by electronic
2. Any provision contained in Part 2 of this constitution may be
amended, provided that any such amendment is made by resolution
passed by simple majority of the members present and voting at a
general meeting or by postal or electronic means.
3. A copy of any resolution amending this Constitution shall be
sent to the Commission within 21 days of it being passed.
Membership is open to individuals over eighteen years and
organisations whose application meets the membership criteria and
has been approved by the Executive Committee.
Society shall consist of ordinary members, senior members, honorary
members, organisations and corporate members primarily qualified or
engaged in work of the nature indicated in Part 1, item 3 (Objects
of the charity).
joining the British Society for Genetic Medicine, an individual may
also choose to join one of the constituent groups and/or specialist
Organisations wishing to be a Constituent Group or Specialist
Interest Group may upon application be admitted to the Society by
recommendation of the Executive Committee followed by resolution at
a properly constituted General Meeting approved by a two-thirds
majority of those present.
of membership and eligibility criteria will be as set out in the
rules of the Society after they have been ratified at an Annual
9. Termination of membership
The membership of an individual or organisation is terminated
1. the member dies or, if it is an organisation, ceases to
2. the member resigns by written notice to the charity
3. any sum due from the member to the charity is not paid in
full within three months of it falling due;
4. the member is removed from membership by resolution of the
Executive Committee if the member is not in good standing and that
it is in the best interest of the charity that the membership is
A resolution to remove a member (individual or organisation)
from membership may be passed only if:
a. the member has been given at least 21 days' notice in writing
of the meeting of the Executive Committee at which the resolution
will be proposed and the reasons why it is being proposed;
b. the member or, at the option of the member, the member's
representative (who need not be a member of the charity) has been
allowed to make representations to the meeting.
10. General meetings.
Society shall hold an Annual General Meeting at a place and time
determined by the Executive Committee. The agenda shall be
arranged by the Executive Committee. Members wishing to have
matters included on the Agenda shall inform the Secretary in
writing at least four weeks prior to the meeting. The secretary
shall circulate the agenda for the annual general meeting to all
members at least 14 days before the meeting.
Extraordinary General Meeting may be called by fifty Ordinary
Members of the Society, or by the Executive Committee, and at least
two months' notice must be given to the Secretary. The request must
state the nature of the business that is to be discussed. All
Members shall be notified of the time, place and agenda of any
General Meeting at least 14 days before the meeting.
business shall be transacted at any general meeting unless a quorum
is present. The quorum of an Annual or Extraordinary General
Meeting shall be fifty Ordinary Members including four members of
the Executive Committee, one of whom shall be an Officer. The
authorised representative of a member organisation shall be counted
in the quorum. If a quorum is not present within 30 minutes from
the time appointed for the meeting, or if during a meeting a quorum
ceases to be present, the meeting shall be adjourned to such time
and place as the trustees through the Executive Committee shall
Each member shall have one vote. These may be cast in person, or if
the Executive so organises, by postal or electronic
ballots. 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.
11. Representatives of other bodies
1. Any organisation that is a member of the charity may nominate
any person to act as its representative at any meeting of the
2. The organisation must give written notice to the charity of
the name of its representative. The nominee shall not be entitled
to represent the organisation at any meeting unless the notice has
been received by the charity. The nominee may continue to represent
the organisation until written notice to the contrary is received
by the charity.
12. Officers and Trustees.
1. The charity and its property shall be managed and
administered by an Executive Committee comprising the officers and
other members, elected or appointed in accordance with this
Constitution. The officers shall be the trustees of the Charity and
in this Constitution are together called 'the trustees'.
2. The charity shall have the following officers:
a. A Chair,
b. A Secretary,
c. A Treasurer
d. A Vice-Chair.
3. A trustee must be a member of the charity.
4. No one may be appointed a trustee if he or she would be
disqualified from acting under the provisions of clause 15.
5. The number of trustees shall be not less than three but
(unless otherwise determined by resolution of the charity in
general meeting) shall not be subject to any maximum.
6. A trustee may not appoint anyone to act on his or her behalf
at meetings of the trustees.
13. Executive Committee
1. The charity and its property shall be managed and administered
by a committee comprising the officers and other members, elected
or appointed in accordance with this Constitution, and hereafter
called the Executive Committee.
2. The Executive Committee will consist of the officers (the
"trustees"), one representative from each of the Constituent Groups
and Specialist Interest Groups (usually the chair), and the chairs
of sub-committees set up by the Executive Committee with specific
remits (for example, Scientific Programme Committee, Conference
Co-ordination, Education and Training; Ethics and Policy; Media and
descriptions for the Trustees/Officers - Chair, Vice-Chair,
Secretary and Treasurer - will be regularly reviewed to ensure that
the skills and experience required for these posts meet the
strategic direction of the Society. Nominations for these
roles will be sought from the membership. The Executive
Committee will appoint to these posts ensuring that the successful
applicant has the skills and experience best fitted to the
requirement for, and remit of, sub-committees will be determined by
the Executive Committee. Expressions of interest to be a
sub-committee chair will be sought from members; the chair will be
appointed by the Executive Committee from nominations. If
appropriate nominations are not received for the filling of
vacancies, the Executive Committee should seek to nominate suitable
individuals from the membership.
5. The Vice-Chair will hold that office for one year when
appointed, then as Chair for a further two years, completing the
four year cycle as Vice-Chair for one year.
6. The Chair shall not normally hold that office for a term of
more than two years.
7. The Vice-Chair shall not normally hold that office for more
than one year before, and for one year after, holding the office of
8. The Treasurer and Secretary shall not normally hold the
office for a term of more than three years but shall be eligible
9. The Executive Committee shall have power to invite any
appropriate person to attend any of its meetings from time to time
as a non-voting observer.
10. Decision of the Executive Committee can be taken by simple
majority vote except on matters which concern essential
professional interests of members of only one of the Constituent
Groups, in which case members of that Constituent Group may reserve
the right to refer the matter back to the Council of their own
group. In the case of an equality of votes, the person who chairs
the meeting shall have a second or casting vote.
11. A quorum for the Executive Committee shall be six members,
including two officers of the Society. Attendance shall be in
person or by teleconference or online.
12. The Executive Committee through its Secretary shall prepare
the agenda for meetings of the Society and between meetings shall
act as necessary on behalf of the Society; it shall report on any
such actions to the next meeting of the Society.
13. The Executive Committee will have the power to co‐opt
additional members for specific tasks and specify the duration of
14. The Executive Committee will delegate the representation of
the Society on committees of external bodies to nominated
individuals from within the Society.
14. Powers of trustees.
1. The trustees must manage the business of the charity and have
the following powers in order to further the objects (but not for
any other purpose):
a. to raise funds. In doing so, the trustees must not undertake
any taxable permanent trading activity and must comply with any
relevant statutory regulations;
b. to co‐operate with other charities, voluntary bodies and
statutory authorities and to exchange information and advice to
c. to establish or support any charitable trusts, associations or
institutions formed for any of the charitable purposes included in
d. To enter into agreements with the constituent groups and
specialist interest groups to support them with functions such as
collecting subscriptions, offering grants or guarantees for such
activities as the Executive Committee may consider expedient;
e. to acquire, merge with or enter into any partnership or
joint‐venture arrangement with any other charity formed for any of
f. to set aside income as a reserve against future expenditure but
only in accordance with a written policy about reserves;
g. to obtain and pay for such goods and services as are necessary
for carrying out the work of the charity;
h. 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 the trustees of a trust are permitted to do by the
Trustee Act 2000;
i. to do all such other lawful things as are necessary for the
achievement of the objects.
2. No alteration of this Constitution or any special resolution
shall have retrospective effect to invalidate any prior act of the
3. Any meeting of trustees in which a quorum is present at the
time the relevant decision is made may exercise all the powers
exercisable by the trustees.
15. Disqualification and removal of
A trustee shall cease to hold office if he or she:
1. is disqualified from acting as a trustee by virtue of sections
178 and 179 of the Charities Act 2011 (or any statutory
re‐enactment or modification of that provision);
2. ceases to be a member of the charity;
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 charity (but only if at
least three trustees will remain in office when the notice of
resignation is to take effect); or
5. is absent without the permission of the trustees from all
their meetings held within a period of six consecutive months and
the trustees resolve that his or her office be vacated.
16. Conflicts of interests and conflicts of
A member of any committee must:
1. declare the nature and extent of any interest, direct or
indirect, which he or she has in a proposed transaction or
arrangement with the charity or in any transaction or arrangement
entered into by the charity, which has not been previously
2. absent himself or herself from any discussions of the charity
in which it is possible that conflict will arise between his or her
duty to act solely in the interest of the charity and any personal
interest (including but not limited to any personal financial
A committee member absenting himself or herself from any
discussions in accordance with this clause must not vote or be
counted as part of the quorum in any decision of the charity on the
1. The trustees through the Executive Committee may delegate any
of their powers or functions to a sub-committee but the terms of
any such delegation must be recorded in the minutes.
2. The trustees through the Executive Committee may impose
conditions when delegating, including the conditions that:
a. the relevant powers are to be exercised exclusively by the
committee, to whom they delegate;
b. no expenditure may be incurred on behalf of the charity except
in accordance with a budget previously agreed with the
3. The trustees through the Executive Committee may revoke or
alter a delegation.
4. All acts in proceedings of any committees must be fully and
properly reported to the trustees through the Executive
18. Irregularities in proceedings.
No resolution or act of
a. the trustees.
b. any committee of the trustees.
c. the charity in general meeting.
shall be invalidated by reason of the failure to give notice to
any trustee or member or by reason of any procedural defect in the
meeting unless it is shown that the failure defect has materially
prejudiced a member of the beneficiaries of the charity.
The trustees through the Executive Committee must keep minutes of
1. appointments of trustees;
2. proceedings at meetings of the charity;
3. meetings of the officers and committees including:
a. the names of those present at the meeting;
b. the decisions made at the meetings; and
c. where appropriate the reasons for the decisions.
20. Accounts, annual report, annual
1. The trustees must comply with their obligations under the
Charities Act 2011 with regard to:
a. the keeping of accounting records of the charity;
b. the preparation of annual statements of account of the
c. the transmission of the statements of account to the
d. the preparation of an Annual Report and its transmission to the
e. the preparation of an Annual Return and its transmission to the
2. Accounts must be prepared in accordance with the provisions
of any Statement of Recommended Practice issued by the Commission,
unless the trustees are required to prepare accounts in accordance
with the provisions of such a Statement prepared by another
21. Registered particulars.
The trustees must notify the commission promptly of any changes to
the charity's entry on the central register of charities.
1. The funds and estates of the Society shall be derived from
the annual subscriptions of members, donations, grants, meetings
and other endowments accepted by the Society. They shall be
overseen by the Treasurer, acting on instructions given by the
Executive Committee or by the Society at its annual general
2. The accounts of the Society shall be independently examined
annually and a report made by the Treasurer to the annual general
1. Any notice required by this Constitution to be given to or by
any person must be:
a. given using electronic communications or
b. in writing;
2. The charity may give any notice to a member either:
a. by giving it using electronic communications to the member's
b. personally; or
c. by sending it by post in a prepaid envelope addressed to the
member at his or her address; or
d. by leaving it at the address of the member.
3. As the usual method of communication will be by electronic
means, a member who does not register a current email address with
the charity shall not be entitled to receive any notice from the
4. A member present in person at any meeting of the charity
shall be deemed to have received notice of the meeting and of the
purposes for which it was called.
a. Proof that a notice contained in an electronic communication
was sent in accordance with guidance issued by the Institute of
Chartered Secretaries and Administrators shall be conclusive
evidence that the notice was given.
b. Proof that an envelope containing a notice was properly
addressed, prepaid and posted shall be conclusive evidence that the
notice was given.
c. A notice shall be deemed to be given 48 hours after an
electronic communication was sent, or the envelope containing it
1. The trustees through the Executive Committee may from time to
time make rules or bye‐laws for the conduct of their business.
2. The bye‐laws may regulate the following matters but are not
restricted to them:
a. the admission of members of the charity (including the
admission of organisations to membership) and the rights and
privileges such members, and the entrance fees, subscriptions and
other fees or payments to be made by members;
b. the conduct of members of the charity in relation to one
another, and to the charity's employees and volunteers;
c. the procedure at general meeting and meetings of the trustees
in so far as such procedure is not regulated by this
d. the keeping and authenticating of records. (If regulations made
under this clause permit records of the charity to be kept in
electronic form and requires a trustee to sign the record, the
regulations must specify a method of recording the signature that
enables it to be properly authenticated.)
e. generally, all such matters as are commonly the subject matter
of the rules of an unincorporated Association.
3. The charity in general meeting has the power to alter, add to
or repeal the rules or bye‐laws.
4. The trustees through the Executive Committee must adopt such
means as they think sufficient to bring the rules and bye‐laws to
the notice of members of the charity.
5. The rules and bye‐laws shall be binding on all members of the
charity. No rule or bye‐laws shall be inconsistent with, or shall
affect or repeal anything contained in, this Constitution.
If a dispute arises between members of the charity about the
validity or propriety of anything done by the members under this
Constitution, and the dispute cannot be resolved by agreement, the
parties to the dispute must first try in good faith to settle the
dispute by mediation before resorting to litigation.