Constitution

1. TITLE

1.1. The Association will be known as the SRI LANKAN MEDICAL AND DENTAL ASSOCIATION IN THE UNITED KINGDOM and SLMDA UK will be its short title.

2. REGISTERED ADDRESS

2.1. The Registered Address of the Association will be that address which the Council will decide from time to time and communicate in writing to the membership and other relevant parties or declare at a General Meeting of the Association.

3. OBJECTIVES

3.1 The main objectives are to:
3.1.1. Assist in the advancement of medical and dental education both undergraduate and postgraduate and promote medical and dental research and scholarship in Sri Lanka
3.1.2. Promote and facilitate research and scholarship among the aspiring doctors and dentists of Sri Lankan heritage in the UK.
3.1.3. Promote and facilitate sharing of knowledge, expertise, technical know-how, research, and work placements (secondments) with colleagues in Sri Lanka.
3.1.4. Offer help and advice on accessing postgraduate training opportunities available in the UK for medical and dental graduates of Sri Lankan universities.
3.2. When resources and other conditions permit and without compromising the main objectives, the Association may also:
3.2.1. Take such actions as necessary to contribute its expertise in Medicine, Dentistry and Health Care Management in the event of a disaster, either natural or man-made, in Sri Lanka.
3.2.2. Provide financial and other support for the alleviation of suffering of the people affected by such a disaster. The Association may collaborate with other agencies or organisations in providing such assistance.
3.2.3. Solicit funds from the public and other agencies or organisations, specifically for the purpose of providing assistance to those suffering following such a disaster.

4. POWERS

In furtherance of the above Objectives, the Association will have the power to:
4.1. Employ and pay reasonable remuneration to any person(s) who are not members of the Association for their services.
4.2. Acquire premises and, subject to legal consents, dispose of such premises.
4.3. Raise funds by soliciting financial contributions from any persons or organisations by engaging in such other activities deemed appropriate.
4.4. Receive goods and services from individuals or bodies without compromising the Association’s objectives, values, independence and standing.
4.5. Open and operate bank accounts.
4.6. Organise conferences, educational, social, and cultural events, lectures, webinars, and any other activities deemed appropriate and necessary by the Council to further the Association’s objectives.
4.7. Carry out any other functions and fund-raising activities which are lawful and keeping to the letter and the spirit of the Constitution.
4.8. Take out event and trustee insurance if considered necessary.
4.9. Form affiliations with groups whose objectives and values are similar to those of this Association. Work with such organisations in pursuance of the common objectives.
4.10. Comply with General Data Protection Regulations (GDPR) and take all reasonable precautions to prevent misuse of data held securely by the Association for private and/or personal gain.

5. MEMBERSHIP

5.1. There will be two categories of membership: ordinary and student.
5.2 Ordinary Membership of the Association will be open to the following categories of persons upon payment of the Annual Subscription Fee, which shall be determined by the Council:
5.2.1. Medical and dental graduates of any university in Sri Lanka.
5.2.2. Any medical or dental practitioner with an abiding interest in medical and dental education or medical and dental care in Sri Lanka.
5.3. Student Membership will be available to undergraduate medical and dental students for the duration of such studentship. Such student members will be exempt from payment of membership fees and will have no voting rights.
5.4. Termination of Membership: The Council may by 2/3rds majority vote to terminate the membership of any individual for a valid reason such as fraud, bringing the Association into disrepute or acting against its values, provided that the individual concerned will be given the right to be heard by the Council, accompanied by a friend, before a final decision is made.
5.5. To remove a member from the Council, two-thirds of members present at a General Meeting must vote in favour of the said removal. For co-opted members, a majority of the Council must vote to remove such a member.
5.6. When a Council member has resigned or has been removed during his/her term of office, a replacement member can be appointed to fill the vacancy so created at the discretion of the Council by a majority vote. The appointed Councillor will only serve the remainder of the term of office of the member being replaced. If the replacing member wishes to continue as an elected member of the Council, he/she can stand for election at the next General Meeting of the Association.

6. MANAGEMENT

6.1. Management of the Association will be by the Council supported and guided by an Advisory Committee.
6.2. The Council will consist of the President, Vice-President, Secretary, Treasurer and seven ordinary members including the Immediate Past President and the Immediate Past Secretary. The total number elected to the Council will be 11 members. One of the members or a co-opted member will be nominated as the Editor.
6.2.1. The Council will be elected by a simple vote at an Annual General Meeting.
6.2.2. The President and the Vice President will hold office for one year with eligibility for re-election for a further year i.e., a maximum of two years of continuous service. They will be eligible for re-election to the same posts to serve another term after a gap of one year.
6.2.3. The Secretary and Treasurer will hold office for 2 years following their election. They will be eligible for re-election to the same posts to serve another term of two years after a gap of one year.
6.2.4. The Council will determine the membership fee of the Association and usually obtain approval from the membership at a General Meeting.
6.2.5. The Council will have the power to appoint sub-committees, working groups and co-opt other members to facilitate the discharge of its duties and functions. The co-opted members will have rights similar to the elected members i.e., attend Council meetings and vote on issues when required.
6.2.6. The Council will have the power to appoint a replacement member in the event of an existing member resigning from a post due to unforeseen circumstances. The appointed member will serve the remainder of the term of the member who has resigned. The appointed member can become an elected member by standing for election at the next General Meeting.
6.2.7. No member will be elected to hold office in his/her absence at the electing AGM.
6.2.8. The Council will meet at least three times a year.

7. MANAGING CONTINGENCIES

7.1. Where the President is temporarily unable to perform his duties, the Vice President will take over the duties. Where the Vice President is unable to do so, the Immediate Past President or the Secretary would be invited to perform the duties of President until such time the President is able to resume his/her duties. They will continue to perform their other constitutional duties alongside those of the President.
7.2. Where the President is unable to perform his/her constitutional duties and there is no prospect of the President resuming his/her duties during the remaining duration of his/her tenure, and there is more than 3 months of the tenure yet to run, a General Meeting should be called to elect a new President for the remainder of tenure. Such an appointment for part of the tenure would not bar the interim President to seek two consecutive terms as the President in the future. Until such time that a new President is appointed, the succession as detailed in 7.1 will apply.

8. ADVISORY COMMITTEE

8.1 Advisory Committee will consist of three members who have previously held office as the President. If there are insufficient numbers from the ranks of former Presidents agreeing to serve as Advisors, previous secretaries and treasurers who have served a full term may be considered after all efforts to get the services of Past Presidents have failed.
8.2. Advisors will be elected by a simple majority vote at the Annual General Meeting to serve for a continuous period of three years in the first instance and will be eligible for re-election for a further term of three years.
8.3. The replacement of the Advisors will be done in rotation. It is envisaged that no more than two Advisors will be replaced at any one time.
8.4. An Advisor can resign at any time by giving two weeks’ notice of intention to resign.
8.5. When an Advisor has left office prematurely, a suitable replacement Advisor will be appointed forthwith. The appointed Advisor will be from the pool of former members as specified in Section 8.1.
8.6. The appointed Advisor will only serve the remainder of the term of the Advisor being replaced. The appointed Advisor can become an elected Advisor at the next Annual General Meeting. As an elected Advisor, he/she will be eligible to serve a second term.
8.7. The Advisors may take part in Council meetings but will not have any voting rights as their role is to provide guidance and oversight. (See 8.8 below).
8.8. General role of the Advisory Committee will be to provide an oversight of the Council’s work, ensure compliance with the terms and the spirit of the Constitution and the law. In furtherance of this general role, the Advisory Committee will:
8.8.1. Be watchful that decisions are taken in the best interests of the Association and that its resources are only used to fulfil its objectives as listed in Section 3 of this Constitution by being “Guardians of Purpose”.
8.8.2. Offer guidance to the Council on identifying and managing any conflicts of interest.
8.8.3. Help to safeguard the Association’s reputation by encouraging the Council to set and maintain high standards of management and probity.
8.8.4. Ensure that the Association is keeping everyone safe from harm (Safeguarding).
8.8.5. Play the role of a ‘critical friend’ to the Association by supporting and by challenging – in a helpful and a non-confrontational way – the Council to help it manage the Association in the best interests of its beneficiaries.
8.8.6. The Advisory Committee will be forwarded copies of the minutes of any General meetings, Extraordinary meetings, and Council meetings at the earliest opportunity to ensure that the Committee is kept informed of the proceedings of the said meetings so that it can fulfill its role as outlined in the preceding clauses.
8.8.7. The Advisory Committee will meet at least three times a year in coordination with meetings of the Council. The meetings can be conducted as in-person, electronic or hybrid events.

9. MEETINGS

9.1. The Meetings of the Association will be Ordinary Meetings, Extraordinary Meetings, and the Annual General Meetings. The meetings can be held either “in person” or electronically or as a hybrid event.
9.2. The Annual General Meeting will be held in the month of May. If for any reason it cannot be so held, the AGM will be held as soon as it is reasonably convenient, provided it is held not later than the month of July of that year.
9.3 The minutes of the AGM and any constitutional changes approved at the Meeting will be notified to the Charity Commission within 1 month of the AGM by the Secretary or a nominated Council member.
9.4. The Association will hold General Meetings at its discretion from time to time. The notice for General Meetings and the Annual General Meeting will be eight weeks. The notice will be issued via surface mail, electronic media, or both.
9.5. An Extraordinary Meeting will be called by the Council on the written request of a minimum of fifteen ordinary members.
9.6. The notice for an Extraordinary Meetings will be fourteen days.
9.7. The time of notice for any meeting will be deemed to run from the date of its issue and not from the date of its receipt.
7.8. The fact that any member did not receive the notice of a meeting will not affect the validity of the said meeting.
7.9. The quorum for a General Meeting, an Extraordinary Meeting and the Annual General Meeting will be fifteen members.
9.10. The Council will meet at least three times a year. The first such meeting will be as soon as possible after the AGM and usually within 6 weeks to set out a programme for the year.
9.11 The Council members will be given at least two weeks’ notice of such a meeting. The notice will be issued by the Secretary on the direction of the President.
9.12. The quorum for a Council Meeting will be five members.
9.13. The Council may meet in emergency session if the need arises. The members will be given at least two days’ notice of an emergency meeting.

10. FINANCES

10.1. The Association will open and operate such banking accounts as necessary in the name of the Association and will give the necessary authority to its officers to operate such accounts if cheques and other financial instruments are signed by at least two of the following officers: President, Vice President, Secretary, Treasurer, Immediate Past President, and Immediate Past Treasurer.
10.2. The outgoing Treasurer must facilitate notification of new signatories to the banks and the Charity commission within 1 month of the AGM.
10.3. In the event of the death in office of a signatory, a replacement signatory will be appointed forthwith by a majority vote of the Council. The replacing signatory must be a member of the Council at the time. The change will be notified to the bank and the Charity Commission forthwith.
10.4 The Treasurer will keep proper records of accounts and will be expected to present a Statement of Accounts, duly audited by an Honorary Auditor, for approval at the Annual General Meeting. If an honorary auditor cannot be found, the Association reserves the right employ the services of an auditor. The audited statement of accounts will be communicated by the Treasurer to the Charity Commission within 1 month of the AGM.
10.5. The income of the Association, however derived, will be used solely for the purpose of meeting its objectives. The Council will determine how the funds will be spent although it is expected that priority will be given to achieving the main objectives.
10.5. When resources and other conditions permit, the Council will have the power to support special projects falling within the objectives of the Association. Such special funding should be available to all the beneficiaries in a fair and an equitable manner.
10.6. The Council is expected to manage the finances prudently and wisely so that the continuity of the Association is assured even in lean times.
10.7. No member of the Association will receive remuneration or other benefits in kind, except the reimbursement of reasonable out of pocket expenses duly incurred on behalf of the Association. Such claims for reimbursement must be accompanied by supporting evidence such as receipts for payments made. The President approve such claims prior to them being presented to the Treasurer.

11. AMENDMENTS TO THE CONSTITUTION

11.1. No clause embodied in this Constitution can be altered, varied, deleted, amended, or added to or changed in any other manner except by formal resolution at the Annual General Meeting or at an Extraordinary Meeting called for that purpose.
10.2. Notice of such resolution will be given in writing at least eight weeks before the date of the meeting at which it is intended to effect the change. The notice of resolution must include the names of its proposer and seconder.
10.3. No such alteration or amendment will be valid unless passed by a two-thirds majority of the members present and voting at the meeting.
10.4. No alteration or amendment can be made to the Constitution which may lead to the Association to ceasing to be a charity under British law.

12. RETURNING OFFICERS FOR ELECTIONS

12.1 The Council will co-opt up to two members to server as Returning Officers at a General Meeting to ensure that Office Bearers are elected in a fair and transparent manner as per the Constitution and following current good practice governing such elections. The Returning officers need not necessarily be Council members and will not have a seat in Council (unless they hold a separate role within Council).
13. DISSOLUTION

13.1. The Association may be dissolved by a resolution passed by a two-thirds majority of those present and voting at a Special General Meeting, convened for the purpose of which 21 days’ notice must be given to the members. Such a resolution may give instructions for the disposal of any assets held by or in the name of the Association, provided that if any property remains after the satisfaction of all debts and liabilities, such property will not be paid to or distributed among the members of the Association but will be given or transferred to such other charitable institution(s) having objectives similar to some or all of the objectives of the Association as the Association may determine. In the unlikely event that effect cannot be given to the aforesaid provision, then the remaining assets will be used for some other charitable purpose.

ANNEXURES

A. Duties of the Officers of the Association

A.1 President

The duties of the President are to:
A.1.1. Lead the Association to achieve its objectives while upholding the letter and the spirit of the Constitution
A.1.2. Chair meetings of the Council and the Association.
A.1.3. Represent the Association at events, functions, and meetings that the Association has been invited to.
A.1.4. Function as the spokesperson for the Association when necessary.
A.1.5. Perform any other duties considered appropriate to the Office of the President
A.2. Vice President

Duties of the Vice President are to:

A.2.1. Lead the Association in the absence of the President till such time as a General Meeting can be held to elect a new President.
A.2.2. Chair the meetings of the Council in the absence of the President.
A.2.3. Represent the Association at events, functions, and meetings that the Association has been invited to, in the absence of the President.
A.2.4. Function as the spokesperson for the Association if the President is unable to do so.
A.2.5. Perform any other duties considered appropriate to the Office of the Vice President.

A.3. Secretary

The duties of the Secretary are to:
A.3.1. Manage the general affairs of the Association in accordance with the Constitution and following decisions taken by the Council.
A.3.2. Put into effect any decisions taken at General or Special meetings of the members of the Association.
A.3.3. Record the minutes of the Council and General and Special General Meetings.
A.3.4. Prepare an agenda for meetings of the Council, and the General and Special Meetings of the Association in consultation with the President.
A.3.5. Deal with correspondence.
A.3.6. Collect and circulate any relevant information within the Association.
A.3.7. Give notice for AGM and extra-ordinary meetings, invite nominations for elections etc. as per the constitution and current SOP.
A.3.8. Where the Secretary is unable to perform their constitutional duties, the Immediate Past Secretary or another member of the Council should be appointed to perform these duties until the Secretary is able to resume his/her duties or their tenure is ended.
A.3.9. Perform any other duties considered appropriate to the Office of the Secretary.

A.4. Treasurer

The duties of the Honorary Treasurer are to:
A.4.1. Manage the financial affairs of the Association.
A.4.2. Keep proper accounting records to show income and expenditure of the Association in a transparent manner.
A.4.3. Ensure compliance with the financial regulations governing charitable organisations in the UK.
A.4.4. Where the Honorary Treasurer is unable to perform their constitutional duties, the Immediate Past Treasurer or another member of the Council should be appointed to perform these duties until the Treasurer is able to resume their duties or their tenure is ended.
A.4.5. Perform any other duties considered appropriate to the Office of the Treasurer.

A.5. Editor

The duties of the Editor are to:
A.5.1. Edit and publish a Newsletter describing the activities of the Association.
A.5.2. Edit and publish any other publicity material considered necessary for informing the membership of the activities of the Association.
A.5.3. Perform any other duties considered appropriate to the Office of the Editor.

A.6. Ordinary Members of the Council

Duties of the ordinary members of the Council i.e., those not holding any specific Office are to:
A.6.1. Assist in the proper functioning of the Council.
A.6.2. Perform any other duties assigned to them individually or collectively by the council by prior agreement and consensus.
A.6.3. Perform other duties considered appropriate to the membership of the Council.

A.7. The Webmaster

The Council may appoint a Webmaster/s to undertake duties as outlined below. Where it is not possible to find a webmaster, the Council may determine a suitable fee to be paid for such professional services. The webmaster will not be a Council member. However, an appointed Council member may function as the Webmaster.
The duties of the Web Master are to:
A.7.1 Maintain a website on behalf of the Association.
A.7.2. Assist with the hosting of Council Meetings and any other meetings electronically.
A.7.3. Assist with the hosting of webinars and other discussion forums.
A.7.4. Perform any other duties considered appropriate to the Office of the Web Master.

May 2023