The Constitution of INDEPENDENT PLUS PHARMACY ASSOCIATION
The name of the Association is INDEPENDENT PLUS PHARMACY ASSOCIATION (hereinafter referred to as the Association)
Aims and object(s) of the Association:
The object(s) of the Association are as follows:
To support members of the Association to achieve excellence in their Independent Pharmacy businesses through collaboration.
Aims: The aims of the Association are as follows:
To support our members to achieve and attain profitability in their businesses.
To support our members to be compliant with all legislations pertaining to operating pharmacy businesses.
To support our members with CPD and revalidation through various activities.
To support our members by ensuring that they are regularly updated regarding current trends in the community pharmacy business.
Membership
Members must be individuals of African descent who are pharmacists and independent pharmacy contractors in the UK.
The signatories to this constitution are the first members of the Association.
Future applications for membership must be made on an approved form and submitted to the Secretary.
Applications for membership would be approved by the Executive Committee.
Until an applicant is approved for membership, they are not entitled to any of the
privileges of membership of the Association, including but not limited to group discounts, negotiated commercial benefits, or any other membership benefits as may be determined from time to time by the Executive Committee.
Officers and their Duties
The Association has the following Officers, who are elected by the members for two-year terms:
Chairperson - chairs all General Meetings and all Executive Committee meetings when present.
Secretary - responsible for the keeping of all books and records of the Association, including the Members' Register (containing the name and address of every member and such other contact details as the member supplies) and the taking of minutes of all General Meetings and Executive Committee meetings.
Financial Secretary - ensures that the financial records of the Association are kept in good order and that annual accounts and a financial report are submitted to the Executive Committee for it to place before the members at the Annual General Meeting.
Public Relations Officer - responsible for all communication, public relations, public affairs of the Association and setting the right image for the Association.
Treasurer - responsible for recording all Association funds collected and deposited in financial institutions.
Executive Committee
The day-to-day running of the Association is under the control of the Executive Committee which consists of the 5 Officers of the Association
A quorum for Executive Committee meetings is 3.
The Executive Committee members present will elect a chair for that meeting whenever the Chairperson is not present.
Minutes of Executive Committee meetings must be taken and made available to all Association members.
The Executive Committee has the following powers and responsibilities:
Supervision and direction of the day to day running of the Association.
Preparation and presentation to the Annual General Meeting of a written annual report on the Association and its activities (annexing the annual accounts, Chairperson’s report and the Financial Secretary’s report).
Appointment of sub-committees, whose membership could include member(s) of the Executive Committee, to which it may delegate powers and duties on such terms as the Executive Committee thinks fit.
Draw up policies and procedures for the effective day to day running of the Association. These will include, but are not limited to, Financial Policy, Data Protection Policy, etc.
Vacancies on Executive Committee
The Executive Committee may appoint a member to fill any casual vacancy on the Executive Committee until the next annual general meeting.
Any member so appointed must retire at the next annual general meeting but may be elected as a member of the Executive Committee at that meeting.
Financial year, accounts and auditors
The Association financial year runs from 1st of April of one year to 31st March of the following year. An income and expenditure account must be produced by the financial secretary for that year and the balance sheet prepared for that date.
Two members, who are not to be elected or co-opted to the Executive Committee, are elected by the members as Auditors for one-year terms and will audit the annual accounts.
Re-election and further terms of office
Members are only eligible for re-election for further terms as Officers or members of the Executive Committee for a maximum of 2 consecutive terms.
Members shall only be eligible to be appointed as Auditors of the annual accounts for a maximum number of 3 terms.
Membership and subscriptions
The membership subscription is £100 for each calendar year for the time being, and must be paid by 15 April (the "Fee Date"). Non-payment would result in termination of membership after such member has been given three notifications.
Payment would be by standing order only.
The future level of subscription and entrance fee may be changed by a resolution at the Annual General Meeting passed by a majority of those present when the vote is taken.
A new member must pay the whole annual subscription for that calendar year when joining at any time after the Fee Date.
Renewal
Membership renews every year through standing order unless:
The member resigns on or before 15 April, in which case the member is under no obligation to pay any part of the subscription for that new year; or
The member fails to pay the new annual subscription by 15 April, when the member is treated as having resigned on 15 April unless within 30 calendar days of 15 April he or she gives the Secretary a written request to remain a member and the Executive Committee then so allows on whatever terms it imposes as to payment of that subscription, or payment of the outstanding subscription and a proportion thereof as the administrative fee.
Where it has been agreed that the annual subscription shall be paid, if payment it is not made within 30 days of falling due, the member shall be treated as having resigned on that date and the balance of the annual subscription that is unpaid shall be due immediately, unless within 30 days of that date he or she gives the Secretary a written request to remain a member and the Executive
Committee then so allows on whatever terms it imposes as to payment of that subscription or otherwise.
(d) Failure to pay on the due date would incur payment of an administrative charge of 50% of the annual fees or an amount decided by the Executive Committee.
Resignation from membership
A member may resign at any time by notice in writing to the Secretary. On receiving the notice the Secretary will immediately remove that member from the Members' Register, which terminates membership.
The resigning member is not entitled to any refund of, or rebate on, their subscription and remains liable for any unpaid subscription and any other sums due from him or her to the Association.
Disciplinary offences
Any member who is in serious or persistent breach of these Rules or who otherwise acts in a way which in the opinion of the Executive Committee is seriously or persistently inappropriate for a member of this Association may be disciplined as set out in the Disciplinary Regulations in Annex 1.
On a member being given a written notice of demand by the Secretary for payment of any sum already due from that member to the Association, failure to pay that sum in full within 15 calendar days (or such longer period as may be specified in the notice) is a serious breach of the Rules which may be disciplined in accordance with these Rules.
Effect of resignation, expulsion or death
All rights and interests in the Association and its property cease immediately on termination of membership by resignation, expulsion or death.
General Meetings of Members
Annual General Meeting: An annual general meeting of all members must be held in October each year (or, failing that, as soon as possible thereafter) and called by
the Secretary on 14 calendar days' written notice to the members stating the date, time and place of the meeting, and the business to be conducted. The business will include:
presentation and summary explanation by the Financial Secretary of
the Association's annual accounts for the financial year last ended and
a budget for the Association's current financial year for approval of the members (if they so decide);
consideration of the Executive Committee's annual report;
election of Officers, members of the Executive Committee and Auditors;
resolutions as are stated in the notice of the meeting;
attendance at meetings may be physical or online; and
voting at meetings may be by open or secret ballot using virtual or electronic means or also via nominated proxy.
Special General Meeting: At any time the Executive Committee or any 20% of the members may by a joint written notice request the Secretary to call a meeting of members and the Secretary must then a call a Special General Meeting on no less than 21 calendar days' written notice to all members stating the date, time and place of the meeting, and the business to be conducted.
The quorum for the Annual General Meeting and any Special General Meeting is 75% of total members.
A simple majority of members present may elect a Chair for any general meeting.
Minutes of the General Meetings must be taken and made available to all members.
Voting is one member one vote.
Notices
Any notice required or allowed to be given to any member under these Rules is validly given if:
sent by email to that member's email address in the Member's Register (in which case it is deemed given to the member 2 days after posting); or
given to him personally; or
sent by email or electronically to that member's email address or fax number in the Members' Register.
Any notice required or allowed to be given by any member to the Secretary under these Rules is validly given if sent by post, email or electronically to the Secretary at the postal address, email or fax number most recently notified to members by the Secretary. It is deemed given when actually received at that address, email or fax number.
Resolutions and voting
Resolutions and other decisions at all General Meetings, Executive Committee or any sub-committee meetings are passed and made if so voted by a majority of those members present and voting when the vote is taken.
Voting may at the discretion of the Chair be undertaken by show of hands or by secret ballot.
Proxies are allowed to vote upon written notice by the member to the Secretary prior to the meeting stating the name of the member to vote by proxy on their behalf in the forthcoming meeting.
Advisory committee:
The Executive Committee or the membership may from time to time appoint ad hoc or standing committee(s) to advice the Executive on specific or general business of the Association.
Employment and Other Contracts
The Association may engage employees on such terms as the Executive Committee decides.
All contracts of employment will be made by Executive Committee and will state that the Executive Committee are the employers on behalf of the Association for the time being.
The Secretary may enter into contracts as agent for the Members provided that no such contract involves property or money beyond the value of £1000 for the time being, or any other monetary value determined by the members at an Annual or Special General meeting.
All other contracts between the Association and any other person are made by the Executive Committee as agents for the members unless the Executive Committee instead authorises any one or more of the Officers or other members of the Executive Committee to enter into a contract as agent for the members.
Indemnities and limitation of liability
Full indemnity out of the Association funds is given to:
The members of the Executive Committee against all payments and other liabilities properly incurred by them in their official roles in the course of the Association’s business;
Officers and other members of the Executive Committee against all payments and other liabilities properly incurred by them in the exercise of their duties or powers for the Association;
Every officer or member properly authorised to enter into any contract on behalf of the members against all payments and other liabilities incurred by them in connection with that contract.
The liability of Officers or other members entering into any contract for the Association and the liability of any members on whose behalf the contract is made is limited to the assets of the Association.
The limit of each member’s indemnity given to Officers or other members in any calendar year in relation to any contracts entered into by them for the Association is a
sum equal to one year's membership subscription.
Legal Proceedings
No Executive Committee member or Association member shall be bound to bring or defend any actual or prospective claim or proceedings or incur any actual or prospective liability for legal costs (including any legal costs that may be payable to another party) unless they are first satisfied that they shall be sufficiently indemnified or otherwise protected against having to pay such costs and any other judgment against them (except as to the extent of one year's membership subscription) in one or more of the following ways:
indemnity out of the Association's assets;
personal indemnities from some or all of the members;
legal expenses insurance;
non-payment of sums due to the Association.
Borrowing and charges
The Executive Committee can borrow money if authorised by a resolution of two- thirds majority of the financial members in a General Meeting and on the terms authorised in that resolution.
The Executive Committee shall make such dispositions of Association property and enter into such agreements for the giving of security for such borrowing.
All members whether or not voting on such resolution, and all members joining the Association after the passing of such resolution are to be taken to have assented to the resolution as if they had voted in favour.
Amendment of the Rules
These Rules may be amended by a resolution in a General Meeting passed by a minimum of 70% of the members present and voting when the vote is taken.
Dissolution
The Association may be dissolved by a resolution passed by a minimum of 85% of the members
The resolution takes effect immediately unless it expressly states that it is to take effect on a specified date not more than 4 weeks later.
As soon as the resolution takes effect the Executive Committee must pay or otherwise settle all debts and other liabilities of the Association and divide the remaining Association assets among the members equally. For these purposes the Executive Committee may decide on the sale or other realisation of Association assets as it thinks fit.
Headings
The headings to these Rules are for ease of reference only and are not to be taken into account in their interpretation.
Adopted this.....28...... day of......November..... ....2023.....
Signed (with name and address printed):
Signature of Chair Address of Chair:
Babatunde Olawoye Central Pharmacy, Church Street, Newquay Ceredigion
SA45 9NX
Signature of Secretary Address of Secretary:
Southcotts Pharmacy
281 Main Rd, Sidcup DA14 6QR
Signature of Treasurer Address of Treasurer:
waheedat owodeti
Phetalz ltd t/a Pharmacyexprezz 183A King Street Great Yarmouth NR30 1LS
Signed by the members:
Annex 1
Disciplinary and Appeals Committees
The Disciplinary and Appeals Committee will consist of six (6) members elected at the Annual General Meeting every year. Of these, three (3) will hear any disciplinary case arising and the other three 3 will hear any appeals arising from that specific case.
Any member who is in serious or persistent breach of the Rules or who otherwise acts in a way which in the opinion of the Executive Committee is seriously or persistently inappropriate for a member of the Association may be required by the Executive Committee to attend for an oral hearing before the Disciplinary Committee it to explain his or her conduct.
The Secretary will notify the member in writing at least 14 calendar days before the hearing of:
the date, time and place of the hearing;
the conduct alleged to:
be a serious or persistent breach of the Rules, specifying which rule or rules; or
be seriously or persistently inappropriate for a member of the Association
the available penalty or penalties.
The member may respond in writing to the Disciplinary Committee and will also in any case be given a fair opportunity at the oral hearing to refute, explain or excuse their conduct and to say why they should not be penalised or what penalty is appropriate for any proven allegation.
The procedure to be adopted for the oral hearing will be entirely at the discretion of the Disciplinary Committee.
The member does not have any right to be represented at the oral hearing (by a legal practitioner or otherwise) but it will be at the discretion of the Disciplinary
Committee as to whether the member is allowed to have such representation.
There will be no oral hearing in any matter if either:
the member waives his or her right to an oral hearing or
the Disciplinary Committee resolves, and writes to the member stating, that it is not considering any penalties, suspension or expulsion and that consequently in the circumstances an oral hearing is not necessary.
If the Disciplinary Committee finds any allegation to be proven on the facts it may:
impose a fine of not more the equivalent of the annual membership fee
suspend the member from some or all rights and/or benefits of membership for a period or periods determined by the Disciplinary Committee, with or without conditions; or
expel the member with immediate effect.
The decision as to whether any allegation is established and the appropriate penalty must be made and notified to the member on the day the hearing is concluded or on the following day. The decision must also be made known to the other members through the normal media of communication within a reasonable time following the decision.
Appeal
A member who is not satisfied with the outcome of the disciplinary process has the right to appeal against the decision by written notice to the Secretary within 14 calendar days of receiving the decision of the Disciplinary Committee. The notice must state the reasons why the decision should be set aside or varied, either on the finding of proof of any allegation or the penalty or both.
The Secretary will notify the member in writing at least 14 calendar days before the oral hearing stating the date, time and place at which the hearing will be conducted by the Appeal Committee. The member will be given a fair opportunity at the oral hearing to explain why the Disciplinary Committee’s decision should be set aside or varied.
The procedure to be adopted for the oral hearing will be entirely at the discretion
of the Appeals Committee.
The member does not have any right to be represented at the oral hearing (by a legal practitioner or otherwise) but it will be at the discretion of the Appeal Committee as to whether the member is allowed to have such representation.
The Appeals Committee may set aside the decision of the Disciplinary Committee if it is satisfied that the decision was unreasonable or otherwise unfair, or if the proceedings leading to the decision were either unreasonable, unfair or prejudicial to the member. The Appeal Committee must not consider new evidence which was not put before the Disciplinary Committee unless it is satisfied that there are good reasons why that evidence was not put before the Disciplinary Committee and for allowing the new evidence to be considered.
If the Appeals Committee finds that the appeal is frivolous, vexatious or otherwise unreasonable, it may:
impose a fine of not less than 2 years membership fee;
increase the original period of suspension;
convert the suspension to expulsion with immediate effect.
The decision of the Appeal Committee must be made and notified to the member on the day the hearing is concluded or the following day. The decision must also be made known to the other members through the normal media of communication within a reasonable time following the decision.
There is no further appeal to a decision of the Appeal Committee.