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ASME Constitution

Registered as a Charity in England and Wales Number 251087 and in Scotland Number SC009747

A full list of definitions can be found at the end of this document (Clause 11)

1 NAME

The Association shall be called "The Association for the Study of Medical Education" ("ASME" or "the Association").

2 MISSION STATEMENT AND OBJECTS

"The Association seeks to improve the quality of medical education by bringing together individuals and organisations with interests and responsibilities in medical and healthcare education".

VALUES

ASME's values are

Education and learning are central to the delivery of high quality healthcare
Education must be an important component in the strategies of governmental and otherhealth care organisations
Good healthcare educators are central in planning, delivering and evaluating high qualityhealthcare
Individual members of ASME should be supported and developed
High quality research is necessary for the development of healthcare education
Vision, innovation and leadership in healthcare education are to be fostered

GOALS

ASME seeks to

Promote high quality research into medical education
Provide opportunities for developing medical educators
Disseminate good evidence based educational practice
Inform and advise Governmental and other organisations on medical education matters
Develop relationships with other organisations and groupings in health care education.

3 MEMBERSHIP

3.1 APPLICATION FOR MEMBERSHIP

Individual Membership shall be open to individuals who are interested in and wish to further the work of the Association, by application to the Association, in accordance with its published procedures.

Institutional Membership shall be open to Universities, Medical Schools, Licensing and other Bodies interested in medical education.

Student Individual Membership shall be open to students undertaking a primary medical education qualification or other healthcare degree and doctors who have been qualified for less

Honorary Membership shall normally be offered to those who are considered to have made an outstanding contribution to the Association over a prolonged period of time and to those invited to deliver the Lord Cohen Lecture at the Association's Annual Scientific Meeting.

ASME expects its Members and their representatives to behave in a responsible and professional manner, especially (but not exclusively) if/when they are representing ASME.

3.2 SUBSCRIPTIONS

Annual Membership subscriptions shall rise annually in line with the UK rate of inflation.

3.3 TERMINATION OF MEMBERSHIP

Membership is terminated if:

the Member dies, or if an organisation, ceases to exist;
the Member resigns, by written notice to the Chief Executive Officer;
the Member's subscription is not paid in full within six months of its falling due;
the Member is removed from membership by a resolution of the Trustees that it is in the best interests of the Association that his/her/its membership is terminated -a resolution to remove a Member from membership may only be passed if:
1. the Member has been given at least 21 days' notice in writing of the meeting of the trustees at which the Resolution will be proposed and the reasons for the proposal;
2. the Member or, at the option of the Member, the Member's representative has been allowed to make representations to the meeting.

4. SPECIAL INTEREST GROUPS (SIGs)

4.1

Members may from time to time identify areas of particular interest to a subset of their number which merit, and so may apply to the Executive Committee for approval of, the formation of a Special Interest Group to concentrate on those areas. Any such application should be accompanied by:

details of the area of interest and its relevance to the Objects;
the names of the Members who would become the initial members of the Special Interest Group concerned; and
outline of proposed activities with estimates of any anticipated start-up costs and expenses in line with a pre-agreed nominal budget.

4.2

The Executive Committee shall consider the application at its next meeting and either request additional information from the proposing Members or approve or reject the proposal within 14 days of its meeting.

4.3

Each Special Interest Group shall:

have a remit approved by the Executive Committee;
have a Chair or Group Lead identified by the SIG or, if appropriate, appointed by the Appointments Panel;
submit to each quarterly Executive Committee meeting a report/update on its activities and proposed expenditure for the ensuing year;
obtain the approval of the Executive Committee before incurring any costs not covered by the pre-agreed nominal budget
liaise, where appropriate, with other Special Interest Groups sharing similar interests and objectives.

5 ORGANISATION

5.1 TRUSTEES

5.1.1
The Trustees (being charity trustees as defined in the Charities Acts, who in accordance with those Acts, have the general control and management of the administration of the Association) shall be all the members of the Executive Committee other than the Chief Executive Officer and the Journal Editors.

5.1.2
Subject to the provisions of the Charities Acts, the Trustees shall have the following powers in order to further the aims, goals and objectives of the Association (but not for any other purpose):

to levy subscriptions and raise funds;
to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
to sell lease or otherwise dispose of all or any part of the property of the Association;
to borrow money and to charge and grant security over the whole or any part of the property belonging to the Association, as security for repayment of the money borrowed;
to co-operate with other charities, voluntary bodies and statutory and regulatory authorities and to exchange information and advice with them;
to establish and support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the Objects;
to set aside income as a reserve against future expenditure;
to contract, obtain and pay for goods and services;
to employ, engage, hire, remunerate and make provision for officers and employees and persons and organizations to perform services or act on their and/or the Association's behalf;
to open and operate such bank and other accounts as the Trustees consider appropriate;
to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as trustees are permitted to do by or pursuant to the Trust Acts; and to employ professional advisers and investment managers and arrange for the investments or other assets and property of the Association to be held in the name of a nominee;
to purchase and maintain at the expense of the Association, insurances:
1. in respect of the Association's property and activities, against the usual risks and such other risks as the Trustees deem appropriate, and
2. for the benefit of the Trustees, the Senior Officers, and members of the Council or any other committee(s) of the Association and other officers and employees of the Association, in respect of any loss or liability suffered or incurred in connection with the individual's duties or powers in relation to the Association, any committee thereof, any subsidiary or associated company or entity, or any pension or similar fund of the Association all on the terms and subject always to the restrictions specified in Clause 5.1.4; and
to do all such other lawful things as are necessary, expedient or desirable for the achievement of the Objects.

5.1.3
Each of the Trustees shall in exercising his or her functions as a Trustee, act in the interests of the Association, and, in particular, must:

seek in good faith to ensure that the Trustees act in a manner which will further the Objects and generally in accordance with this Constitution; and
act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person; and
wherever possible, avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts or possibly may conflict with the interests of the Association, save where the matter has previously been authorised by the Trustees; and
in circumstances capable of giving rise to a conflict of interest between the Association and any person or entity responsible for the appointment of the Trustee concerned, put the interests of the Association before those of the other person or entity, or, where any other duty prevents the Trustee from doing so disclose the conflicting interest to the Trustees and refrain from participating in any deliberation or decision of the other trustees in respect of the matter in question, all on accordance with the Conflict of Interest Protocol.

5.1.4
No Trustee shall be entitled to receive salary or fees, or receive any remuneration or other benefit in money or money's worth from the Association, by virtue of his or her position as Trustee: PROVIDED ALWAYS THAT (subject always to the observance of the Charities Acts and other relevant statutory and other regulation) nothing herein shall prevent any payment in good faith, by the Association and/or the Trustees in accordance with this Constitution, of payments:

of honoraria payable to individual trustees, provided fewer than half of the Trustees are at any time entitled to such honoraria;
reasonable and proper salary, employment benefits, or other remuneration to any Trustee or Member who is also an employee of the Association;
to any Member, which are a condition of, in return for, or in repayment of other financial contributions (whether in money or in kind) to the Association;
to any Member for particular goods, facilities or services actually delivered, made available, provided for or rendered to the Association, provided in each case such payments were agreed in writing in advance by the Trustees;
in respect of expenses properly incurred, provided such expenses were agreed in advance by the Trustees; and
for indemnity insurance in accordance with Clause 5.1.2.

5.1.5
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 and the Trustees may delegate any of their powers or functions or functions to any committee of which at least two Trustees are members.

5.1.6
Any property may be acquired or leased for the Association and any lease, disposition of other document of title may be taken or entered into in the names of any three or more Trustees and their successors as trustees for and on behalf of the Association and any deed or document shall be validly executed on behalf of the Association and the Trustees in pursuance of their powers, if it is executed or subscribed by any three Trustees.

5.1.7
A Trustee shall cease to hold office if he or she:

is disqualified from acting as a trustee by virtue of section 178 and 179 of the 2011 Act and/or section 69 and 70 of the 2005 Act;
ceases to hold the office within the Association by virtue of which he or she became a Trustee
becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; or
resigns as a Trustee by notice to the Association (but only if at least three trustees will remain in office when the resignation takes effect).

5.1.8
No failure, or delay or defect in the appointment or co-option of any Trustee, and no Trustee vacancy shall prevent the Association from pursuing the Objects, nor shall any act or proceeding of the Trustees, or any committee appointed by them, be invalidated or be illegal by reason, or in consequence of, any such failure, delay, defect or vacancy.

5.2 SENIOR OFFICERS

5.2.1 Senior Officers and their roles
The Senior Officers of the Association shall be:

President;
Chair of Council;
Chief Executive Officer;
Director of Strategic Development
Treasurer; and
such others Officers as the Council may from time to time decide should be appointed.

The Senior Officers of the Association shall in general be part-time and unpaid; with the exception of the Chief Executive Officer, the Director of Strategic Development and the Editors of Medical Education and The Clinical Teacher, which shall be remunerated positions, appointed by Council after advertisement and selection by the Appointments Panel. Honoraria shall be paid to the Treasurer and established Special Interest Group Leads, as notified in relevant job descriptions and as agreed in Service Level Agreements with appointees.

The President will act as a public ambassador for the Association, and so will require to have the standing to act as such and the personal stature and professional networking opportunities to keep the Association at the forefront of developments in medical education. The President will chair the Annual General Meeting and other meetings of the Members and take on roles and responsibilities within ASME as deemed feasible and appropriate by Council and the individual. The President will chair the Annual General Meeting, Ordinary General Meetings and Emergency General Meetings.

The Chair of Council will chair the Executive Committee and Council. S/he shall need to carry the confidence of the Members and Council in ensuring that their interests are served and the values of the Association sustained.

The Treasurer will work with the Chief Executive Officer, the Director of Strategic Development, the Administrative team and the Accountants to ensure a sound financial strategy is pursued to enable the Association to pursue the Objects and achieve its goals.

The Chief Executive Officer will lead the translation of ideas and policies formulated by Council and the Executive Committee into practical services and initiatives. S/he shall manage the Administrative team and be responsible for formulating business plans to enable the Association to reach its goals.

5.2.2 Election and Terms of Appointment of Senior Officers

Appointments Panel

An Appointments Panel shall exist in order to assist the Council in the making of appointments in accordance with its remit from time to time. The Appointments Panel will normally comprise the Chair of Council, the Chief Executive Officer and up to 3 other Senior Officers/Trustees and/or Council members dependent upon the nature of the role being advertised. Council reserves the right to invite external colleagues/members to sit on appointments panels to provide specific expertise as appropriate.

Senior Officers shall normally be elected or appointed for the following periods:

The President will be elected by the whole Membership for three years, with the possibility of re-election for a further three years.

The Chair of Council shall be elected by the Council and shall normally serve as such for a period of three years, with the possibility of re-election for a further three years. Any members who have served a period of not less than 3 years within the preceding 10 year period as members of Council or the Executive Committee shall be eligible for application to and appointment as Chair of Council.

The Treasurer shall be selected by the Appointments Panel and appointed for three years with the possibility of re-appointment for a further three years.

The Director of Strategic Development shall be selected by the Appointments Panel and appointed for three years with the possibility of re-appointment for a further three years.

With the exception of the President, all Senior Officers, Group Leads, Committee Chairs and Journal Editors will be subject to an annual review process.

Other Office Bearers will normally be elected for three years, with the possibility of reelection for a further three years.

The Chief Executive Officer will be employed by the Association.

5.3 COUNCIL

It is the intention of the Association that the individual members of Council will reflect and represent both the different seniority and interests of Members of the Association, and their geographical distribution.

Council shall comprise:

the Executive Committee;
a representative from all Institutional Members;
the Chairperson of The Junior Association for the Study of Medical Education (JASME);
one Trainee member nominated by TASME Special Interest Group
up to two other Junior Members nominated by JASME;
the Chair or Group Lead (as appropriate) of each other Special Interest Group;
up to eighteen individual Members.

Council Members will serve for a period of three years (other than ex officio members) and retire by rotation with approximately one third retiring (albeit in some cases being eligible for re-election) each year.

Members may be co-opted by the Council, either additional or to fill vacancies, should Council see fit at any time to do so.

The Editors of Medical Education and The Clinical Teacher, serve on the Council for five years and three years respectively, renewable as determined by Council. The editorial independence of the Editors is guaranteed by this Constitution. The Editors are accountable to the Chair of the Board of Management of the journals. The Full Board of Management comprises the Chair of Council, or the Director of Strategic Development (as alternates for one another), the Chief Executive Officer, the Treasurer of ASME, The Editorial Manager, representatives of Wiley-Blackwell or other publishers and the Editors of Medical Education and The Clinical Teacher. The Board of Management, is advised by the Editorial Boards of Medical Education and The Clinical Teacher, and is responsible for overseeing the business and managerial aspects of the journals and for resolving any issues of probity, quality and standards that may arise. The Board of Management will be chaired by a representative appointed by the Appointments Panel as advertised, interviewed and agreed by both ASME and the journal publishers, Wiley-Blackwell or other publishers.

Council may appoint a Finance Committee, of which the Treasurer shall be Chair.

5.4 THE EXECUTIVE COMMITTEE

There shall also be an Executive Committee consisting of the Chair of Council, the Chief Executive Officer, the Director of Strategic Development, the Treasurer, the Editors of Medical Education and The Clinical Teacher, the Lead of each Special Interest Group, and such other persons as the Council may appoint. The Executive Committee shall meet regularly, normally quarterly. It shall be responsible to Council, and shall deal with such matters as the Council entrusts to it.

The Executive Committee shall allocate special responsibilities (for example for a Special Interest Group) to and among its individuals members of Committee.

It shall be within the discretion of the Council to attach an honorarium to any Office, and to employ paid Administrative, Secretarial, Research, Information and clerical staff.

5.5

The Association shall keep a Register of Relevant Interests, in accordance with the Conflict of Interest Protocol.

6 MEETINGS AND VOTING

6.1 GENERAL MEETINGS

6.1.1
The Association shall meet at least once in every year ("Annual General Meetings") to receive the Annual Report and the Annual Accounts from the Council, to discuss the Report and any other business. The Chief Executive Officer shall give not less than six weeks notice of the Annual General Meeting.

Any items for the Agenda of a General Meeting shall reach the Chief Executive Officer not less than twenty-eight days before the date of the meeting, and an Agenda shall be issued to all Members not less than three days before the meeting. Matters of which due notice has not been given in the Agenda shall not be considered unless urgency is voted by two-thirds of those present.

The Association may also hold such additional meetings during the year for business or other purposes as it or the Council may decide ("Ordinary General Meetings").

The Association may also organise meetings to which Members of the Association and members of other interested bodies or individuals may be invited to discuss matters pertaining to education.

The Council shall have the power to summon an Emergency General Meeting of the Association if it so decides. Not less than fourteen days' notice must be given. An Emergency General Meeting shall also be called by the Chief Executive Officer at the request of not less than 20 Members.

6.1.2
At Annual General Meetings, Ordinary General Meetings and Emergency General Meetings the quorum shall be 20 Members entitled to vote upon the business to be conducted at the meeting. The authorised representative of an Institutional Member shall be counted in the quorum for that meeting. If no quorum is present within half an hour of the appointed time or during a meeting a quorum ceases to exist, the meeting shall be adjourned to such time and place as the Chair (or nominated deputy) shall determine. If no quorum is present at the re-convened meeting within fifteen minutes of the start of the meeting, the Members present at that time shall constitute a quorum for that meeting.

Individual Members and the authorised representative of Institutional Members shall each have one vote.

6.2

At Executive Committee Meetings the quorum shall be 6 members of the committee entitled to vote upon the business to be conducted at the meeting, one of whom must be the Chair (or nominated deputy).

7 ALTERATIONS TO THE CONSTITUTION AND REORGANISATION

Subject to the relevant provisions of the Charities Acts the Association shall have power to:

alter this Constitution;
incorporate;
transfer its activities, assets and liabilities to a limited company, or other entity which in either case is a Charity; and
to transfer all or any of the Association's assets, liabilities, activities and property to, or amalgamate the Association with some other person(s) or body(ies) (whether incorporated or unincorporated and which may or may not be a Member) which is a Charity with charitable purposes similar to the Objects;

PROVIDED ALWAYS such alteration, incorporation, transfer or amalgamation has been approved by at least two-thirds of responding Members (Institutional and Individual) after a written consultation, or having been previously circulated to all Members, is approved by Special Resolution passed at an Annual General Meeting or an Emergency General Meeting of the Association.

8 ACCOUNTS, ANNUAL REPORT, ANNUAL RETURN

8.1

The Trustees must comply with their obligations under the Charities Acts and regulations relative thereto with regard to:

the keeping of accounting records for the Association;
the preparation of annual statements of account for the Association and the audit or examination or other external scrutiny thereof (as the relevant legislation or regulation may require from time to time);
the transmission of statements of account to the relevant charity regulators; and
the preparation of an Annual Report and an Annual Return and their transmission to the relevant charity regulators.

9 APPLICATION OF INCOME AND PROPERTY

9.1

None of the Association's assets may be distributed or otherwise applied (on being wound up or at any other time) except in accordance with this Constitution, and/or the Charities Acts and/or to further the Objects.

9.2

A Trustee is entitled to be reimbursed from the income and property of the Association or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Association and/or in the furtherance of the Objects, in accordance with this Constitution.

9.3

No Trustee or connected person may:

buy or receive any goods or services from the Association on terms preferential to those applicable to members of the public;
sell goods, services or any interest in land to the Association;
be employed by, or receive any remuneration from the charity;
receive any other financial benefit from the charity;

unless the payment is permitted by Clauses 5.1.4 or 9.2 or authorised by the court or a charity regulator. In this clause a "financial benefit" means a benefit, direct or indirect, which is either money or has monetary value.

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 for the Charities and Trustee Investment (Scotland) Act 2005.

10 WINDING UP AND DISSOLUTION

Subject to compliance with the Charities Acts, the Members may resolve by Special Resolution that the Association be wound up. If on the winding up of the Association, any property remains after satisfaction of all the Association's debts and liabilities, such property shall not be paid to or distributed among the Members of the Association; that property shall instead be transferred to some other Charity or Charities (whether Incorporated or unincorporated) Association. whose objects are similar (wholly or in part) to the objects of the

11 DEFINITIONS

In this Constitution:

11.1

The following definitions apply:

2005 Act: means the Charities and Trustee Investment (Scotland) Act 2005;
Appointments Panel: means the committee set up to assist with the appointment and review of Senior Officers, to review the composition of the Executive Committee and other committees and related matters and having the remit determined by the Executive Committee
Charities Acts: means the 2005 Act and the 2011 Act
Charity: means a body on the Scottish Charity Register or a "charity" as defined in the 2011 Act, in each case which is also regarded as a charity in relation to the application of the Taxes Acts, and "Charities", refers to more than one such Charity
Conflict of Interest Protocol: means the Conflict of Interest Protocol adopted by the Council and applicable to members of the Council/the Trustees/others, as varied from time to time
Emergency General Meeting: means any general meeting of the Members which is not an Annual General Meeting
Objects: means the aims, goals and objectives of the Association
Senior Officers: means the officers of the Association as provided in Clause 5
Ordinary Resolution: means a resolution of the Association passed by a simple majority of the Members attending and voting at an Annual General Meeting or an Emergency General Meeting
Members or Member: means the members of the Association, admitted in accordance with Clause 3, and is any one such member
Special Interest Group (SIGs): means a group of Members having particular interests as provided in Clause 4.
Special Resolution: means a resolution of the Association passed by two-thirds or more of the Members attending and voting at an Annual General Meeting, Ordinary General Meeting, or an Emergency General Meeting
Trusts Acts: means the Trusts (Scotland) Act 1921, the Trusts (Scotland) Act 1961, the Trustee Investment (Scotland Act 1961 and the Trustee Act 2000
Trustees: means the charity trustees of the Association as provided in Clause 5; and

11.2

The following rules of interpretation shall apply:

words in the singular shall include the plural and vice versa;
a reference to one gender shall include a reference to the other genders;
any reference to any legislation (including secondary legislation) or, to a provision of any legislation, shall include any modification, variation, replacement, or re-enactment of that legislation or provision in force from time to time;
reference to a person includes natural persons, firms, partnerships, companies, corporations, associations, foundations and trusts (in each case whether or not having separate legal personality; and
any reference to a Clause is to a clause in this Constitution.