THE COLLEGE OF PODIATRY

Transcription

1 THE COLLEGE OF PODIATRY ARTICLES OF ASSOCIATION [(as adopted by a special resolution passed at the AGM held on 30 June 2018)] Quartz House 207 Providence Square Mill Street London SE1 2EW Telephone: /28

2 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION of THE COLLEGE OF PODIATRY [(as adopted by a Special Resolution passed on 30 June 2018)] DEFINITIONS AND PRELIMINARY 1. In these Articles of Association where the context so admits: (d) (e) (f) (g) (h) (i) (j) Articles means these Articles or, as the context requires, any previous Articles of Association of the College; Associate Member means a person admitted as an Associate Member in accordance with these Articles; Chiropodist means a person practising chiropody either alone or in conjunction with some other profession or calling; College means The College of Podiatry; "Companies Acts" means the Companies Acts as defined in section 2 of the Companies Act 2006, in so far as they apply to the College and including any modification or re-enactment for the time being in force; Council means the council of management of the College as constituted in accordance with these Articles; Delegate Assembly means the assembly of persons representing the membership of the College from time to time established by Council under Article 70 or under other relevant powers; Fellow means a person admitted as a Fellow in accordance with these Articles; General Meeting means a general meeting of the members of the College for the purposes of the Companies Acts; Member means a person admitted as a Member in accordance with these Articles; (k) Month means calendar month; 2/28

3 (l) (m) (n) (o) (p) (q) (r) "Non-Voting Member" means a Student Member, Associate Member or a Retired Member; Podiatrist means a person practising podiatry either alone or in conjunction with some other profession or calling; Register means the register maintained by the Health Professions Council pursuant to the Health Professions Order 2001 (as amended); Retired Member means a person admitted as a Retired Member in accordance with these Articles; Secretary means the secretary of the College appointed from time to time under Article 62; Student Member means a person admitted as a Student Member in accordance with these Articles; and Voting Member means a Member or a Fellow; and words or expressions defined in the Companies Acts, shall have the same meanings in these Articles. 2. The name of the company is THE COLLEGE OF PODIATRY ("the College"). 3. The College is established for the objects set out in its Articles of Association. 4. The registered office of the College will be situate in England. 5. The membership of the College is unlimited. OBJECTS AND POWERS OF THE COLLEGE 6. The objects for which the College is established are the promotion and regulation of the profession of chiropody and podiatry and of all matters affecting chiropodists and podiatrists and anything incidental or conducive to those objects and the College shall have the following powers exercisable in furtherance of those objects: (d) to consider all questions affecting chiropodists and podiatrists, including the regulation of relations between them and employers or employers associations; to consider and review legislative proposals in relation to chiropody and podiatry and to lobby the Government or Parliament in relation to measures affecting chiropodists and podiatrists if thought necessary; to adopt such means as may be considered necessary by the College for the diffusion of a knowledge of chiropody and podiatry and biomechanical devices by theoretical and practical demonstrations, lectures, classes, publications, or other lawful means; to test by examination or otherwise the competence of persons engaged or about to engage in chiropody and podiatry, and to award certificates, and to institute grants, rewards and other benefactions; 3/28

4 (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) to support and protect the character, status, rights and interest of chiropodists and podiatrists, and to promote honourable practice, to repress malpractices, and to decide questions of professional usage or courtesy between and amongst chiropodists and podiatrists; to form or otherwise acquire and to maintain, extend and improve a library and to provide facilities for intercourse between those interested in chiropody or podiatry and matters connected therewith; to obtain parliamentary or other legal acknowledgement of the rights and status of chiropodists or podiatrists, to promote any Bill that recognises them, and to defend the same in such manner as may be considered necessary in the interests of chiropodists or podiatrists; to authorise the establishment of, and if necessary to maintain and carry on schools or similar institutions where students and others may obtain on such terms as the College may from time to time determine a sound education in chiropody and podiatry and matters connected therewith; to provide for the delivery and holding of lectures, demonstrations, exhibitions, public meetings, assemblies, classes and conferences calculated, directly or indirectly, to advance the cause of education in chiropody and podiatry and matters connected therewith whether general, professional or technical; to provide attendance on and treatment for necessitous people in matters usually attended to or treated by a chiropodist or podiatrist, and so that for such attendance and or treatment charges may be made at the discretion of the College; to encourage the settlement of disputes by arbitration or mediation and to act as or nominate arbitrators or mediators at such times and in such cases and on such terms as may seem expedient; to undertake and execute any trusts which may seem to the College conducive to any of its objects. to invest and deal with the monies of the College not immediately required in such manner as may be thought fit; to acquire, lease or licence lands and buildings and other property, real or personal, which may be necessary or convenient for the promotion of the College s objects and to sell, improve, manage, develop, exchange, lease, mortgage, surrender, turn to account, dispose of, or otherwise deal with, the property of the College, or any part thereof, as may be deemed expedient with a view to the promotion of its objects and to erect, alter and maintain any building for the purposes of the College; to borrow, raise or secure the payment of money in such manner as may be thought fit and subject to such consents (if any) as may be required by law; to take over the whole or any part of the assets and liabilities of, or to amalgamate with, any other body having objects the same or similar to those of the College; 4/28

5 (q) (r) (s) (t) (u) (v) (w) (x) (y) to make any donations in cash or assets or establish or support or aid in the establishment and support of any charitable association or body; to lend money (with our without security) or guarantee money for any purposes in any way connected with the objects of the College; to purchase or otherwise acquire plant and machinery including, without limitation, computer hardware and software, furniture, fixtures, fittings and all other effects of every description and to apply for registration of any patents, rights, copyrights, licences and the like; to take and accept any gift of money, property or other assets whether subject to any special trust or not; to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts; to engage and pay any person or persons, whether on a full-time or part-time basis and whether as consultant or employee, to supervise, organise, carry on the work of and advise the College and, subject to the provisions of Article 7 hereof, to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees or former employees and their wives, husbands and other dependants; to insure any risks arising from the College s activities; to obtain and arrange for any categories of members or other parties any types of insurance as determined by Council from time to time; and to do all such other lawful things as are incidental or conducive to the attainment of the College s objects; Provided that: (i) (ii) in case the College shall take or hold any property which is subject to any trusts, the College shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts; and in case the College shall take or hold any property which is subject to the jurisdiction of the Charity Commission for England and Wales, the Company shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law. USE OF INCOME AND PROPERTY 7. The income and property of the College shall be applied solely towards the promotion of the College s objects and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, profit, or otherwise, to any member of the College or to any member of its council of management provided that the College may make the following payments: reasonable and proper remuneration to any member of the College s council of management in return for any services rendered to the College (including without limitation for lecturing at courses or conferences organised by the College, acting as examiners or inspectors at examinations in chiropody or 5/28

6 podiatry held by or under the auspices of the College or writing articles in the College s journal), provided that: (i) (ii) no remuneration shall be payable for the carrying out by any person of his or her duties as a member of the College s council of management, including without limitation sitting on committees of council or chairing the council or such committees; and the remuneration payable has in each case been approved by a three quarters majority of the College s council of management (excluding the member concerned); (d) (e) (f) (g) (h) reasonable and proper remuneration to any member of the College who is not a member of its council of management in return for any services rendered to the College or where such member is employed by the College; reimbursement of out-of-pocket expenses not exceeding the rates authorised by the council of management to any member of the College s council of management incurred on College business; indemnification of any such person in accordance with the provisions of the College s Articles of Association for the time being and the payment of premiums in respect of any insurance policies benefiting such persons; reasonable reimbursement for the costs of locum cover to any employer of the Chair of the College s council of management, or to any professional practice of which they are a member; interest at a rate not exceeding five per cent per annum on money lent by any member of the College; reasonable and proper rent for premises demised or let by any member to the College; and payments to any company of which a member of the council of management may be a member in return for any services rendered to the College or for any other bona fide reason, provided their holding in the capital of the company is not more than one percent. 8. The liability of the members is limited. LIMITED LIABILITY WINDING UP 9. Every member of the College undertakes to contribute to the assets of the College, in the event of the same being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the College contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding one pound ( 1). 10. If upon the winding up or dissolution of the College there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not 6/28

7 be paid to or distributed among the members of the College, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the College, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the College under or by virtue of Article 7 hereof, such institution or institutions to be determined by the members of the College at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object. CATEGORIES OF MEMBERSHIP 11. The members of the College for the purposes of the Companies Acts and who are entitled to vote at General Meetings shall consist of two categories, being Members and Fellows. 12. Non-Voting Members shall not be members of the College for the purposes of the Companies Acts and shall not be entitled to vote at General Meetings. 13. The existing membership status of persons who at the date of the adoption of these Articles were Fellows, Members, Student Members, Associate Members or Retired Members of the College shall not be affected by the adoption of these Articles. ELIGIBILITY FOR ADMISSION AS A VOTING MEMBER 14. No person shall be eligible for admission as a Member unless: they are practising as or are about to practise as a Chiropodist or Podiatrist, either on their own account or for some other person, firm or company; they have reached the age of 18 years; and (i) they have successfully completed a degree or diploma course in Chiropody or Podiatry at a School of Chiropody or Podiatry recognised by Council, or have passed such other examination or examinations as Council may from time to time prescribe or approve; (ii) (iii) (iv) they hold a diploma in chiropody or podiatry (or an equivalent discipline known by another name) within the meaning of European Communities Council Directive 89/48/EEC or any other Directives or Regulations which amend, substitute or re-enact Directive 89/48/EEC, and have complied with such other requirements as may be prescribed in accordance with such Directives; they hold a certificate or qualification to practise chiropody or podiatry (or an equivalent discipline known by another name) issued by some authority situated outside the United Kingdom and recognised by Council, and have passed such further tests (if any) or have had such experience or practise in the United Kingdom as Council may prescribe generally and/or in the case of a particular person; they have been registered in the Register as a Chiropodist/Podiatrist for a continuous period of least two years and have renewed their registration since first being so registered in the Register and, where so required by Council, have met or agreed in future to meet such 7/28

8 continuing professional development requirements as Council may from time to time prescribe; or (v) they are practising outside the United Kingdom and satisfy the College that they would be registered in the Register as a Chiropodist/Podiatrist if they were to apply for such registration. 15. No person shall be eligible for admission as a Fellow unless: they are already a Member of the College; they have fulfilled the conditions laid down and have passed such Fellow s examination (if any) as Council may from time to time prescribe or approve; and they have satisfied Council that they are in all respects a fit and proper person to be admitted as a Fellow. ELIGIBILITY FOR ADMISSION AS A NON-VOTING MEMBER 16. Council may provide for the admission of such persons as Council shall think fit as Student Members, Associate Members or Retired Members, such admission to be on such terms as Council may from time to time by resolution or by by-laws, rules or regulations determine (including as to subscriptions payable) provided that no person who continues to practise or to hold any financial or administrative position in a chiropody or podiatry service may be admitted as a Retired Member under this Article. PROCESS FOR ADMISSION TO MEMBERSHIP 17. Council shall determine the admission of both Voting Members and Non-Voting Members, subject to these Articles and to such admission procedures as Council may from time to time prescribe and in particular: Council may, without giving any reasons, call upon any applicant for admission as a Voting Member or a Non-Voting Member to satisfy Council or a committee appointed by Council for the purpose that they are in all respects a fit and proper person to be admitted to membership of the College in the relevant category; and Council shall have absolute discretion in determining whether or not to admit any applicant who is eligible for admission either as a Voting Member or a Non-Voting Member under these Articles, its decision thereon shall be final and no reasons need be given by Council for any such decision. 18. A person may only be admitted as a Fellow if Council approves such admission by a show of hands at a Council meeting of Council where: there are at least five votes in favour of admission; and the number of votes in favour is at least twice the number of votes against. 19. No person shall be admitted as a Voting Member or Non-Voting Member without having signed an application for membership in such form as may from time to time be prescribed by Council together with, in the case of Voting Members, such 8/28

9 undertaking regarding their future conduct as members of the College as may from time to time be prescribed by Council. 20. Following their admission, Council may issue certificates of membership to Voting Members and Non-Voting Members in such form and on such basis as it from time to time decides. RIGHTS OF VOTING MEMBERS 21. All Fellows and Members shall have the right to attend General Meetings and vote thereat, and to take part in the proceedings thereof, together with such other rights, privileges and advantages provided by the College for those admitted as Fellows and/or Members (as applicable). RIGHTS OF NON-VOTING MEMBERS 22. Council shall from time to time by resolution or by by-laws, rules or regulations determine the rights, duties and liabilities of Non-Voting Members: which may (but need not) include the right to attend and speak at General Meetings and at meetings of Branches of the College; and which shall not in any circumstances include the right to vote at General Meetings. DESIGNATORY LETTERS 23. Council may permit Voting Members and Non-Voting Members to use such designatory letters after their names as Council may decide from time to time. SUBSCRIPTIONS 24. Voting Members shall pay annual subscriptions as follows: the first such subscription shall fall due on admission and each subsequent subscription shall fall due on the 1 st day of January each year unless Council authorises payment by instalments, in which case such instalments shall be payable on such dates as Council shall prescribe; the categories and the amounts of annual subscriptions shall from time to time be determined by Council subject to the following limits: (i) (ii) 500 for Fellows or Members who are practising Chiropody/Podiatry (excluding Fellows or Members who are practising outside the United Kingdom without the benefit of insurance purchased by the College); and 250 for non-practising Fellows or Members and Fellows or Members who are practising outside the United Kingdom without the benefit of insurance purchased by the College; provided that where Council resolves to establish any new categories of annual subscriptions, alter the existing categories or to alter the amount of any annual subscription above these limits any such resolution shall only have effect once it is confirmed by the College in General Meeting; and 9/28

10 Council may in its absolute discretion waive payment in whole or in part of annual subscriptions in any case where it considers it appropriate to do so. 25. If any Voting Member or Non-Voting Member shall fail to pay their subscription within 14 days of their admission to membership, their admission shall be void if Council so resolve. CESSATION OF MEMBERSHIP 26. Admission as a Voting Member shall be personal and shall cease in the following circumstances: death of the Voting Member in question; resignation by written notice to the College s registered office; if, following an investigation by a committee of Council established for that purpose, Council passes a resolution upon such grounds as Council reasonably considers to be sufficient justification (having regard in particular to any evidence of a breach of any code of conduct published under Article 68), terminating the membership of the Voting Member in question provided that: (i) before passing the resolution the Voting Member in question shall be given the opportunity to attend the meeting of Council at which the resolution is proposed to be passed and to be heard in his or her defence; and (ii) if the Voting Member in question is a Fellow, he or she may instead, with the approval of Council, cease membership as a Fellow but continue as a Member of the College. (d) (e) if the Voting Member in question s annual subscription is overdue for such period as Council shall from time to time resolve to be sufficient to justify the cessation of a Voting Member s membership; if the Voting Member in question is, or may be, suffering from mental disorder and either: (i) he or she is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or (ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his or her detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his or her property or affairs. 27. Admission as a Non-Voting Member shall be personal and shall cease in the following circumstances: 10/28

11 (d) (e) death of the Non-Voting Member in question; resignation by at least one month s written notice to the College s registered office; in the case of a Retired Member, if Council passes a resolution upon such grounds as Council, in its absolute discretion, considers to be sufficient justification, terminating the membership of the Retired Member in question (including that he or she has ceased to be sufficiently engaged in or connected with the profession of chiropody and podiatry) provided that before passing the resolution (such resolution to be as permitted by and in accordance with the Code of Conduct) the Retired Member in question shall be given the opportunity to attend the meeting of Council at which the resolution is proposed to be passed and to be heard in his or her defence; or (in the case of a Student Member or Associate Member) admission as a Member; or in the case of a Student Member or Associate Member, in such circumstances as Council shall from time to time by resolution or by by-laws, rules or regulations determine. 28. Any person who ceases from membership under any provision of these Articles, whether as a Voting or a Non-Voting Member, shall nevertheless be liable to pay and shall forthwith pay to the College all arrears (if any) of subscriptions or any other moneys due from him. 29. A Voting Member who ceases for any reason to be a Voting Member of the College shall not, after the date on which their Voting Membership ceased: describe themselves as a Member or a Fellow of the College; or use any words or letters representing themselves to be a Member or a Fellow of the College. RE-ADMISSION OF VOTING MEMBERS 30. A person who ceases to be a Voting Member of the College may be re-admitted by Council as a Member or Fellow (as applicable) upon: passing such examination (if any) or fulfilling such other requirements as Council may from time to time prescribe as being applicable to candidates for re-admission and upon furnishing such particulars as may be required by Council relating to his or her professional conduct and practice since the date when he or she ceased to be a Voting Member; and paying to the College a sum equivalent to the total subscriptions which would have been payable in respect of the years that have elapsed since he or she ceased to be a Voting Member, provided that Council may resolve to waive this requirement either in whole or in part. HONORARY FELLOWS 31. Council may elect as an Honorary Fellow any distinguished member of any other society of chiropodists or podiatrists or any former member of the College or of the 11/28

12 medical profession or any other person who has rendered eminent service to chiropody or podiatry. 32. An Honorary Fellow: shall not have any of the powers or privileges of, or be subject to the liabilities of, a Fellow or a Member; shall cease to be an Honorary Fellow if a resolution of Council shall be passed to that effect; and shall not be a member of the College or be entitled to receive notice of General Meetings. 33. Any persons who were Honorary Members of the College at the date of adoption of these Articles are deemed to be Honorary Fellows for the purposes of these Articles. CALLING OF GENERAL MEETINGS 34. The College shall in each calendar year (in addition to any other General Meetings) hold a General Meeting as its Annual General Meeting at such time and place as Council shall determine, but so that no more than 15 months shall elapse between the date of one Annual General Meeting and the next. Annual General Meetings shall be specified as such in the notices calling them and all General Meetings other than Annual General Meetings shall be called extraordinary general meetings. 35. The Council may call an extraordinary general meeting whenever they think fit, and such a meeting shall also be convened on the requisition of Voting Members in accordance with the relevant provisions of the Companies Acts. 36. At least twenty-one clear days notice in writing of every General Meeting shall be given to all Voting Members (other than those who have not provided the College with an address within the United Kingdom, to whom this notice period does not apply) specifying the time and place of the meeting and the general nature of the business to be transacted. The notice of every General Meeting must also include a statement informing the Voting Members of their right to appoint a proxy. The accidental omission to give notice of a General Meeting to, or the non-receipt of notice of a General Meeting by, any person entitled to receive notice thereof shall not invalidate the proceedings at that General Meeting. 37. For the purposes of this Article 37 the Principal Place shall be the General Meeting venue at which the Chairman is present. In the case of any General Meeting the Council may make arrangements for simultaneous attendance and participation in the meeting by Voting members, proxies and other attendees at places other than the Principal Place, irrespective of the fact that the Principal Place shall be specified in the notice of the meeting. Such arrangements may include limits on the number of people who may attend at any of the venues, provided that the arrangements will allow any invited attendee who is excluded from one venue to attend at one of the other places. For the purpose of all other provisions of these Articles, any such meeting shall be treated as being held and taking place at the Principal Place. The Council may from time to time make such arrangements as it shall in its absolute discretion consider appropriate for the purposes of facilitating the organisation and 12/28

13 administration of such a meeting. Such arrangements may involve the issue of tickets (on a basis intended to afford all persons entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection. The entitlement of any person to attend a General Meeting at the Principal Place shall be subject to such arrangements as may be for the time being in force whether stated in the notice of the meeting or notified to the attendees concerned subsequent to the provision of the notice. BUSINESS TRANSACTED AT GENERAL MEETINGS 38. The business of an Annual General Meeting shall be to receive and consider the accounts and balance sheet, and the reports of the Council and of the Auditors, and to receive the results of elections to Council held in accordance with Article 58, and to the extent required by law to fix the remuneration of the auditors or to authorise the Council to fix the remuneration of the auditors. 39. A Voting Member may propose any resolution to an Annual General Meeting in the following manner:- unless otherwise permitted by Council notice of the motion must be given to the Secretary not less than eight weeks before notice in writing of the Annual General Meeting is required to be given to Voting Members under these Articles; if the resolution is proposing any change to the Articles of Association of the College or otherwise needs to be passed as a special resolution in order to be effective, then the resolution must either be supported by the Delegate Assembly or by not less than five Voting Members in writing; and the resolution may be supported by a statement of not more than 500 words which, if submitted to the Secretary at the same time as the relevant Voting Member gives notice of the resolution, shall be sent to Voting Members with the Notice of the Annual General Meeting. QUORUM FOR GENERAL MEETINGS 40. No business shall be transacted at any General Meeting unless a quorum is present. Three persons who are Voting Members personally present and entitled to vote shall be a quorum for the choice of a chairman for a General Meeting and for a resolution adjourning a General Meeting. For all other purposes the number required to form a quorum for a General Meeting shall be thirty Voting Members personally present and entitled to vote. 41. If within half an hour from the time appointed for a General Meeting a quorum is not present, or if during a General Meeting a quorum ceases to be present, the General Meeting shall stand adjourned to such time and place as Council shall decide and if at such adjourned General Meeting a quorum is not present, those Voting Members who are present and entitled to vote shall be a quorum and may transact the business for which the General Meeting was called. No notice of any adjourned meeting need be sent out to any member. CHAIRING OF GENERAL MEETINGS 42. The Chair of Council shall be entitled to take the chair at every General Meeting provided that if there is no such Chair or he or she is not present within 15 minutes 13/28

14 after the appointed time for the General Meeting or is not willing to take the chair then: The Chair Elect or Past Chair may take the chair; or if the Chair Elect or Past Chair is not present or declines to take the chair, the Voting Members present and entitled to vote shall choose another member of Council to chair the General Meeting; or if no member of Council is present or all members of Council present decline to take the chair, the Voting Members present and entitled to vote shall choose one of their number or the President or one of the Vice-Presidents of the College to chair the General Meeting. VOTING AND DECISION MAKING AT GENERAL MEETINGS 43. Every resolution put to a General Meeting shall be decided by a show of hands unless before, or on the declaration of the result of, the show of hands, a poll is duly required. Subject to the provisions of the Companies Acts, a poll may be demanded: by the chairman of the General Meeting; or by at least five Voting Members present in person or by proxy and entitled to vote provided that no poll may be demanded on the election of a chairman for a General Meeting or on a resolution to adjourn a General Meeting. 44. On a show of hands every Voting Member present in person or by proxy shall have one vote. On a poll every Voting Member present in person or by proxy shall have one vote. In the case of an equality of votes the chairman of the General Meeting shall, both on a show of hands and on a poll, have a second or casting vote. 45. No Voting Member shall be entitled to be present or vote on any resolution, either personally or by proxy, including on a show of hands or on poll, whilst any sum shall be due from and payable by the Voting Member to the College whether in respect of an annual subscription or instalment thereof or otherwise, provided that this Article shall not prevent a Voting Member from voting on an election to Council in accordance with Article Unless a poll is duly demanded, a declaration by the chairman of a General Meeting that a resolution has been carried, or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the General Meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution. 47. A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the General Meeting. A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the General Meeting shall continue as if the demand had not been made. 48. A demand for a poll shall not prevent the continuation of a General Meeting for the transaction of any business other than the resolution on which the poll was 14/28

15 demanded and shall be taken either immediately or at such other time or place as the chairman of the General Meeting decides. No notice need be given of the poll if the time and place at which it is to be taken are announced at the General Meeting at which it is demanded. In any other case at least 7 clear days' notice must be given specifying the time and place at which the poll is to be taken. Those Voting Members who have demanded a poll may nominate not more than three other Voting Members present at the poll and entitled to vote, to act as scrutineers on their behalf. 49. No objection shall be made to the validity of any individual vote except at the General Meeting or poll at which such vote is cast, and every vote not disallowed at such meeting or poll shall be deemed valid. The chairman of the General Meeting shall be the sole and absolute judge of the validity of every vote tendered at any meeting or poll demanded thereat. 50. The chairman of a General Meeting may, with the consent of the meeting, adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. APPOINTMENT OF PROXIES 51. The instrument appointing a proxy shall be in writing signed by the Voting Member making the appointment or a duly authorised attorney for such Voting Member and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which Council may from time to time approve): I appoint the following person to act as my proxy and to vote for me and on my behalf in the manner set out below at the General Meeting of The College of Podiatry to be held on [DATE and YEAR] at [TIME] and at any adjournment of that General Meeting: Name of proxy: Voting instructions: Resolution For Against Vote Withheld Vote To Be Cast At Discretion Of Proxy Signed:.. Date:. 52. Any person may be appointed as a proxy including any person who is not a Voting Member of the College. 53. In order to be effective, the instrument appointing a proxy and any power of attorney under which it is signed (or a copy certified as a true copy by a notary), must: be deposited at the registered office of the College or such other place within the United Kingdom as is specified in the notice convening the General Meeting or in any instrument of proxy sent out by the College in relation to the 15/28

16 meeting (the original proxy form ) not less than 48 hours before the time for holding the meeting or the adjourned meeting at which the person named in the instrument proposes to vote and, for the avoidance of doubt, in respect of an adjourned General Meeting (irrespective of whether notice of such adjourned meeting is sent out by the College to the members) members who did not deposit a completed original proxy form prior to the original General Meeting are entitled to deposit at the registered office or such other place as specified above a completed original proxy form not less than 48 hours before the time for the holding of the adjourned General Meeting; or in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; where the poll is not taken immediately but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the Secretary or to any member of Council. In calculating the periods referred to in this Article, no account shall be taken of any day that is not a working day. 54. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the death of the appointing member, the appointing member ceasing to be a member under Article 26(e) or the revocation of the proxy, unless notice in writing of the death, cessation or membership or revocation has been received at the registered office of the College before the relevant General Meeting. CONSTITUTION OF COUNCIL 55. There shall be a Council which shall consist of not less than 15 and not more than 24 persons, being Voting Members of the College. RETIREMENT OF COUNCIL MEMBERS AND ELECTIONS TO COUNCIL 56. Subject to Article 60(d), at the Annual General Meeting to be held in every year, one third of the members of Council for the time being, or, if their number is not three, or a multiple of three, then the next higher whole number nearest one third, shall retire from office but shall, subject to the provisions of these Articles (including Article 58), be eligible for re-election. The process of calculating one third shall be as follows: For the purposes of calculating how many Council members need to retire, the total number of Council members shall be deemed not to include any Council member who holds the post of Chair, Chair Elect or Past Chair. So, for example, where there is a total of 23 Council members, including one Chair Elect and one Chair, seven will need to retire. In the event that a Chair Elect, Chair or Past Chair is required to retire in order to comply with the Trade Union and Labour Relations (Consolidation) Act 1992 (as amended), that person shall count as a retiring Council member for the purposes of achieving one third, but the total number of people required to retire shall still be calculated in accordance with above. So, for example, where there is a total of 23 Council members, including one Chair 16/28

17 Elect and one Chair, if the Chair is required to retire, six other Council members will also need to retire. 57. Subject to the requirements of the Trade Union and Labour Regulations (Consolidation) Act 1992 (as amended), the members of Council to retire in every year shall be those who have been longest in office since their last election, but as between persons who became members of Council on the same day those to retire shall (unless they agree otherwise among themselves) be determined by lot. For the avoidance of doubt, any time spent as Chair Elect, Chair or Past Chair shall be included when calculating who has been longest in office since their last election. 58. The following provisions shall apply to the election of new members of Council in place of retiring members or to fill up any other vacancies on Council (subject to the maximum fixed by Article 55) as well as to the re-election of retiring members of Council: the only persons who shall be eligible for election as members of Council shall be Voting Members: (i) (ii) (iii) whose candidature has been notified by them or by another Voting Member (who must have duly paid all annual subscriptions and other fees due to the College) by leaving at or sending to the registered office of the College, so that it is received at the registered office on or before the 15th day of December preceding the Annual General Meeting at which their election would take effect, a notice in writing duly signed, signifying their candidature for membership of Council or the intention of another Voting Member to propose them; who have duly paid all annual subscriptions and other fees due from them to the College; and who at the time of notification under paragraph (i) are resident within the United Kingdom. (d) all Voting Members of the College shall be eligible to vote in all elections of members of Council regardless of whether any sums are due from or payable by them to the College, whether in respect of their annual subscription or any instalment thereof or otherwise; the elections shall be conducted by postal ballot in accordance with the Trade Union and Labour Relations (Consolidation) Act 1992 (as amended) and shall take effect as from the close of the next Annual General Meeting; and Council may from time to time make, alter and repeal By-Laws for the purpose of regulating the procedure applicable to such elections. 59. If in any election of members of Council, the places of any of the retiring members of Council are not filled up, those retiring members as are willing to do so shall, subject to the provisions of the Trade Union and Labour Relations (Consolidation) Act 1992 (as amended), fill such places by continuing in office until the close of the Annual General Meeting in the following year. If the number of retiring members who are so willing exceeds the number of places that are not filled up then the retiring member or members who is or are to continue in office shall (unless otherwise decided by the Council) be determined by lot. 17/28

18 CHAIR ELECT, CHAIR AND PAST CHAIR Appointment 60. Subject to Article 60 and, the Council shall appoint a Chair Elect, Chair and Past Chair in accordance with the following procedure: (i) (ii) (iii) (iv) every other year, at the first meeting of Council after the Annual General Meeting, the Council shall appoint one of their number as Chair Elect. This appointment shall take effect from the end of the Council meeting and the appointed person shall hold this post until he ceases to do so in accordance with these Articles; at the end of the first Council meeting after the Annual General Meeting in the year after his appointment as Chair Elect, the Chair Elect shall automatically become the Chair of the Council without a need for a further appointment by the Council members, and shall hold the post of Chair until he ceases to do so in accordance with these Articles; at the end of the first Council meeting after the Annual General Meeting in the second year after he became the Chair, the Chair shall automatically become the Past Chair without a need for a further appointment by the Council members, and shall hold the post of Past Chair until he ceases to do so in accordance with these Articles; at the end of the first Council meeting after the Annual General Meeting in the year after he became the Past Chair, the Past Chair shall automatically cease to be the Past Chair, but shall remain on the Council until he ceases to be a Council member in accordance with these Articles. The effect of this Article 60 shall be that there will be a Chair of the Council at all times, and at any one time there will be either a Chair Elect or a Past Chair, but not both (subject to Article 61(d)). (d) The Council member who holds the post of Chair immediately before the Annual General Meeting in 2009 shall continue to hold the post of Chair until he ceases to be Chair in accordance with these Articles, without the need for appointment at a Council meeting. He shall automatically become Past Chair at the end of the first Council meeting after the Annual General Meeting in 2010 and shall cease to be Past Chair at the end of the first Council meeting after the Annual General Meeting in This is subject to Article 61. The Council member who holds the position of Vice Chair immediately before the Annual General Meeting in 2009 shall be deemed to have been appointed as Chair Elect by the Council in accordance with Article 60 above without the need for appointment at a Council meeting. Subject to the provisions of the Trade Union and Labour Relations (Consolidation) Act 1992 (as amended), a Council member who holds the post of Chair Elect, Chair or Past Chair need not retire and stand for reelection under Article 56 while holding such a post, unless this will cause him to be on the Council for more than five years without being re-elected. Where 18/28

19 this is the case, he must retire and may be re-elected to the Council in accordance with these Articles. (e) (f) The Council may make, alter and repeal By-Laws for the purpose of regulating the role of the Chair Elect, Chair and Past Chair. With the exception of Article 60(d), for the purpose of this Article 60, a year shall mean the period 1 January to 31 December. Cessation 61. A Council member will cease to be a Chair Elect, Chair or Past Chair (as appropriate) if he: (i) (ii) (iii) ceases to be a Council member; is removed from the post of Chair Elect, Chair or Past Chair by a resolution of the Council; or resigns from the post of Chair Elect, Chair or Past Chair by notice in writing to the Secretary. (d) In the event that a Council member ceases to hold the post of Chair Elect before the end of the term specified in Article 60, the Council shall select one of their number to replace him for the remainder of his term as Chair Elect. That person shall then go on to become Chair and subsequently Past Chair in accordance with Article 60 as if he had served a full term as Chair Elect. In the event that a Council member ceases to hold the post of Chair before the end of the term specified in Article 60 (or 60 or, as appropriate), the Council shall select one of their number to replace him for the remainder of his term as Chair. That person shall then go on to become Past Chair in accordance with Article 60 as if he had served a full term as Chair. In the event that the person chosen to replace the Chair is the current Chair Elect, the Council shall also appoint someone to replace the Chair Elect in accordance with 61 above. In the event that a Council member ceases to hold the post of Past Chair before the end of the term specified in Article 60 the Council shall not be obliged to appoint anyone to replace him, but may choose to appoint one of their number as a temporary Past Chair for the remainder of his term as Past Chair. The provisions in these Articles that apply to the Past Chair shall apply equally to a temporary Past Chair (including those Articles relating to retirement and re-election). APPOINTMENT OF SECRETARY 62. The Secretary shall be appointed by Council for such term, at such remuneration (if any) and upon such conditions as Council may think fit; and any Secretary so appointed may be removed by Council. 19/28

20 APPOINTMENT OF PRESIDENTS AND VICE PRESIDENTS 63. Council may appoint any person (who need not be a Voting Member) to be the President of the College and up to four persons (who also need not be Voting Members) to be Vice-Presidents of the College, in each case for such term of office, with such functions and being entitled to exercise such rights and privileges as Council shall think fit provided that, unless any such appointees are Voting Members, they shall not be entitled to vote at General Meetings. APPOINTMENT OF HONORARY VICE PRESIDENTS 64. Council may at any time appoint a retiring member of Council who has given meritorious and distinguished service to the College or a Retired Member who has given such service to the College as an Honorary Vice-President of the College, provided that such status shall not increase or otherwise affect the voting or other rights of the relevant Voting Member or Retired Member. An Honorary Vice- President shall, subject to the will of Council, hold such office so long (in the case of a Voting Member) as he or she continues to be a Voting Member of the College or ceases to be a Voting Member and continues as a Retired Member instead or (in the case of a Retired Member) as he or she continues to be a Retired Member. CESSATION OF COUNCIL MEMBERSHIP 65. A member of Council shall cease to be a member of Council in the following circumstances: (d) where the member retires in accordance with Article 56 or 60(d) without being re-elected; where the member resigns by notice in writing to the Secretary; where the member becomes bankrupt or makes any arrangement or composition with creditors generally; where the member is, or may be, suffering from mental disorder and either: (i) is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984 and Council having considered the circumstances agrees that the member should be removed from Council; or (ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for the member s detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his or her property or affairs; (e) where the member is absent from meetings of Council or from committees of Council of which he or she is a member for a period of at least six consecutive months without the specific approval of Council or the member breaches any provision of the Articles of Association of the College or breaches his or her duties as a member of Council and in any such case Council passes a resolution that he or she should cease to be a Council member; 20/28