Scottish Board Constitution and regulations

Scottish Board Constitution

1. Board title

A Board shall be set up in Scotland with the name of “The Royal College of Nursing of the United Kingdom – Scotland Board ” and is hereinafter called “the Board”.

2. Interpretation of Terms

The interpretation of terms given in this Constitution is as listed in the RCN Rules. RCN UK in Scotland shall be called RCN Scotland

3. Purposes

3.1 The RCN is a professional Trade Union. The Board is established to advance the work of the RCN in Scotland in accordance with the main aims and objects of the RCN as set out in the Charter, namely:

a) To promote the science and art of nursing and the better education and training of nurses and their efficiency in the profession of nursing.

b) To promote the advance of nursing as a profession in all or any of its branches.

c) To promote the professional standing and interests of members of the nursing profession.

d) To assist nurses who by reason of adversity, ill-health or otherwise are in need of assistance of any nature.

e) To solicit and receive, accept or refuse subscriptions and gifts of all kinds, whether absolute or conditional, for the purposes of the RCN or for any specific object connected with the science and art of nursing,

f) To do all such other lawful things as may from time to time be conducive or incidental to any of the purposes aforesaid.

4. The Board

4.1 There shall be an elected Board , which shall consist of between 20 and 30 members, including the two Council members from Scotland, the section’s representatives on the UK Stewards Committee,the UK Safety Representatives Committee, and the UK Learning RepresentativesCommittee and a Student member elected from the section. The remaindershall be representatives of the membership locally as detailed in the Board’sRegulations.

4.2 All Board members shall be elected by and from amongst the members of the RCN whose notified addresses fall within the Scotland Section and shall occupy only one position on the Board.

4.3 The Board may from time to time divide into geographical and professional divisions for the purpose of election of members to the Board and set these out in their Regulations.

4.4 The term of office of elected members of the Board shall be four years and members shall be eligible for re-election for one further term of office except for the student representative whose term shall be two years. One half of the Board members shall retire every two years on the date of the RCN Annual General Meeting. A member who has served for a total of eight years in any capacity shall be ineligible to stand for election to the Board until after a period of four years has elapsed. The exception is Council members, who can serve their full Council term on the Board, even if this takes them over the eight year total. Council members who have served two full terms on Council may not then seek election to the Board in another capacity until four years has elapsed.

4.5 The office of a member of the Board shall ipso facto be vacated:

a) If they cease to be a member of the RCN for any reason.

b) If they are adjudicated bankrupt, suspend payment of or compound with creditors.

c) If they are found by reason of mental disorder to be incapable of managing their own affairs.

d) If they resign as a member of the Board in writing to the Secretary to the Board.

e) If they, being a member of the Council, cease to be for any reason.

f) If they cease to have a notified address within the Section.

g) If they fail to attend four or more meetings in any consecutive period of twelve months provided that discretion may be exercised in the case of illness.

h) If they act in a manner unfitting as a Board member in breach of the RCN Code of Conduct

i) If they hold office in any other UK nursing membership organisation or any UK health service trade union

4.6 Every casual vacancy on the Board caused by death, resignation or otherwise shall be filled:

a) In the case of a Council Member, by the person appointed by the Council in the manner prescribed in RCN Bye-law 23.

b) In the case of a representative from one of the divisions by election if the term left to run is more than two years and by appointment by the Board in consultation with the relevant division if it is less than two years. The person appointed to fill such vacancy must be from the same division in which the vacancy occurs and shall hold office only for the remainder of the term for which the predecessor of that person was elected or appointed

5. Accountability and Governance

5.1 The Board shall operate within policy determined by Council.

6. Secretary to the Board

6.1 The Secretary to the Board shall be the RCN Scotland Director. They shall be a registered nurse and be appointed by senior management in consultation with the section’s Council members.

6.2 The Secretary to the Board shall keep the minutes of the meetings of the Board and its committees unless, with the agreement of the Board, the Secretary shall designate some other member of staff for the purpose.

6.3 The Secretary to the Board shall be responsible for implementing or causing to be implemented the decisions and policies of the Board.

6.4 Within the policies laid down by Council, the Secretary to the Board shall appoint and manage staff.

7. Powers of the Board

7.1 The Board shall be responsible to the Council for the management and transaction of the affairs of the RCN in Scotland and for representing the interests and influencing on behalf of the members in Scotland.

7.2 The Board shall conduct its business in accordance with such policy as may from time to time be laid down by the Council.

7.3 The Board shall have the power to agree the configuration and geographical boundaries of the branches in the Section; to approve the formation, merger or dissolution of branches; and to ensure branches work within the Branch Constitution approved by RCN Council.

7.4 The Board shall agree Regulations of the Board. The RCN Charter, Bye-laws, Rules and Board Constitution shall take precedence over the Regulations and no clause in the Regulations shall conflict with the Charter, Byelaws, Rules or Board Constitution.

7.5 The Board may appoint such committees or sub-groups as it shall think fit to progress its work, with terms of reference and powers agreed by the Board and may include them in the Regulations.

8. Proceedings of the Board

8.1 Meetings of the Board shall normally take place at least four times a year.

8.2 Notices of every meeting of the Board stating the purpose for which the meeting is convened shall be sent to every member of the Board at least five working days before the meeting. The accidental omission to give notice of any meeting of the Board to any person entitled to receive such notice or the failure to send such notice to the correct address shall not invalidate the meeting or any proceedings thereof.

8.3 The Chair and/or the Secretary to the Board may at any time, and shall upon a requisition in writing from one third of Board members, convene an Extraordinary Meeting of the Board. Notice of an Extraordinary Meeting of the Board, stating the item for decision for which the meeting is convened, shall be sent to every member of the Board at least two working days before the day of the meeting.

8.4 The Chair of the Board shall be elected biennially from among the two Council members by the Board as set out in RCN Bye-law 12.

8.5 The Board may elect from amongst themselves any other honorary officers for a two year term of office and may specify such positions in their Regulations.

8.6 One-third of the members of the Board shall form a quorum for decision making purposes.

8.7 Questions arising at any meeting shall be decided by a majority of votes, and in the case of an equality of votes the Chair shall have a second or casting vote.

8.8 In exceptional circumstances, a Resolution in writing, sent to all Board members and signed by at least two-thirds of the members of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted.

9. Elections

9.1 The Board shall be responsible for the conduct of the elections to the Board in accordance with Council’s electoral procedures and regulations for elections (Bye-law 45) and under the guidance of the RCN Returning Officer.
9.2 In the event of there being no person nominated to the vacancy in any division, the Board may appoint a person to fill such a vacancy following the process set out in RCN Bye-law 17 and in section 4 above.

10. Finance

10.1 The Board shall monitor performance of expenditure in relation to the capital and revenue budget allocated by Council.

10.2 The Board shall produce an annual revenue and capital budget for approval by the Council. Council may require adjustment to any budgets prepared by the Board in order to achieve the RCN’s overall financial objectives.

10.3. All income and capital of the Board shall be applied solely towards the promotion of the objects of the RCN (Charter Article IV).

10.4 Any capital funds raised relating to the Board may be invested by the Board, in consultation with the RCN Executive Director for Finance and Corporate Services. The Board may from time to time apply any part of the invested capital or income thereof as it thinks fit for the advancement of the work of the RCN in Scotland.

10.5 Any income received by the Board in the form of donations or bequests shall be applied to the general income of the Board for the year in which it is received, subject to the proviso that any donation made for a specific purpose must be accounted for as a restricted fund and used solely for that purpose.

10.6 All banking arrangement shall be consistent with the RCN’s financial standing orders.

10.7 No special funds shall be set up at the instigation of the Board without the prior approval of the Council. Special Funds that require to be set up as the result of unsolicited donations do not require the prior approval of Council.

10.8 If at any time the Council, following consultation with the Board, shall resolve that the Board shall be dissolved, the assets of the Board or the balance thereof remaining at the date of such Resolution shall be applied for such purposes as the Council may direct, always provided that as far as possible such monies shall be applied to the advancement of the work of RCN in Scotland.

11. Alterations to the Constitution and Regulations of the Board

11.1 Council may alter, amend or add to this Constitution at any time, after consultation with all the National and Regional Boards.

11.2 The Board may alter, amend or add to its Regulations for the conduct of any part of its business, provided that no amendments or provision shall conflict with the RCN Charter, Bye-laws, Rules or Board Constitution. The Board shall seek constitutional advice from the responsible staff member*. Any appeal against such advice shall be referred to Council for a final ruling.

Standard Board Constitution agreed by Council in July 2005 to be implemented on 20 October 2005

* This is the member of staff designated by the General Secretary to have responsibility for constitutional matters within the RCN. That member of staff will seek legal advice if necessary. Currently (2005) that member of staff is the Director of Administration.

Scottish Board Regulations

Regulations governing the Board

The following Regulations have been drawn up by reference to and in accordance with the Charter and Bye-laws and Rules of the Royal College of Nursing of the United Kingdom and the Constitution of the Royal College of Nursing of the United Kingdom Scottish Board (“the Constitution”). (In operation from 20 October 2005)

The interpretation of terms in these Regulations is as listed in the RCN Rules

1. The Board

1.1. In accordance with 4.1 of the Constitution, the Board shall consist of elected members as set out below

1.2. There shall be six (6) seats as follows:

Two Council members from Scotland
The Representative from Scotland on the UK Stewards Committee
The Representative from Scotland on the UK Safety Representatives Committee
The Representative from Scotland on the UK Learning Representatives Committee
A Scottish Nursing Student Representative

1.3. There shall be sixteen (16) seats, one from each of the Geographical Divisions which shall be coterminous with the geographical area of each of the 14 National Health Service Scotland (NHSS) Boards, except in Greater Glasgow & Clyde and Highland where there will be 2 seats for the Geographical Division:

a) Ayrshire and Arran;
b) Borders;
c) Dumfries and Galloway;
d) Fife;
e) Forth Valley;
f) Greater Glasgow and Clyde x2;
g) Grampian;
h) Highland x2;
i) Lanarkshire;
j) Lothian;
k) Orkney;
l) Shetland;
m) Tayside;
n) Western Isles;

1.3.1 The number of seats in Greater Glasgow & Clyde and Highland will be two (2) only until the date of the RCN AGM in 2008.

1.4. There shall be four (4) seats, one from each of the Professional Divisions as follows:

a) Priority Nursing Care Groups
b) Primary Care and Public Health Nursing
c) Acute and Supportive Nursing Care
d) Foundation Nursing Areas

2. Elections

2.1 Responsibility: The Board shall be responsible for the conduct of the elections to the Board in conjunction with the RCN Returning Officer, and the procedure shall follow that laid down in RCN Bye-laws 15 and 16 for the election of Members of the RCN Council in the Scottish Section.

2.2 Notified Address: For the purpose of such elections those RCN Members with notified addresses within Scotland shall be entitled to vote. Every RCN Member shall be deemed to have a notified address such notified address being the mailing address of the Member on the membership database or such other address as the Member shall notify to the Secretary of the College (Bye-law 15 refers).

2.3 Divisions: In exercising the powers conferred upon it under the terms of RCN Bye-law 45 the Board shall for the purposes of nomination and election to the Board divide the Scottish Section into:

2.3.1 The Geographical Divisions referred to in Regulation 1.3 above; and

2.3.2 The four Professional Divisions referred to in Regulation 1.4 above. The composition of the four Professional Divisions will be agreed by the Scottish Board having regard to:

a) the number of members within the Professional Divisions
b) common attributes of the Forums within each Professional Division

2.3.3. One representative shall be elected to the Board from each of the aforementioned Professional Divisions.

2.4 Candidates shall not stand for election to a Geographical seat and a Professional seat in the same election.

2.5 Elections will be by means of the Single Transferable vote system with the ranking of quotas deciding term of office where there is more than one seat.

3. Returning officer

3.1 Not less than six months before the date of the Annual General Meeting of the RCN in the year that elections to the Council take place the Board shall in conjunction with the RCN Returning Officer appoint a Returning Officer to be responsible for and to make such Regulations as are necessary for the proper conduct of elections to the Board. The Returning Officer shall not be a member of the RCN

3.2 The Board, with the approval of the RCN Returning Officer, shall fix the dates by which nomination and voting papers are to be received.

3.3 The Board shall ensure that every RCN Member whose notified address falls within the Scottish Section shall be sent a Voting Paper in such form as the Board with the approval of the RCN Returning Officer shall decide setting out the names of all candidates and the Divisions in which they are standing for election.

3.4 Entitlement to Vote

3.4.1 Where there is more than one nomination, every RCN Member whose notified address is within the Branches co-terminus, or contained within the Geographical Divisions shall be entitled to cast one vote for the Board member for that Geographical Division.

3.4.2 Where there is more than one nomination every RCN Member in the Scottish Section who has registered a 1st choice of RCN UK Forum membership and that Forum is within one of the four Professional Divisions shall be entitled to vote for the candidate in relevant Professional Division.

4. Nominations

4.1 Nominations for Geographical Divisions: The right of nomination in each Geographical Division shall be reserved to Members and Branches within that Division. The nomination papers shall be signed by two members from the Geographic Division.

4.2 Nominations for Professional Divisions: The right of nomination in each Professional Division shall be reserved to 1st Choice Forum Members within that Professional Division who are also within the Scottish Section. The nomination papers shall be duly signed by two members of the same Professional Division making the nomination.

4.3 Nominations for Student Board Member: The right of nomination to the Student seat is only open to student members who are on the Roll of Student Members with a notified address within the Scottish Board area. The nomination papers shall be duly signed by two student members who are on the Roll of Student Members with a notified address within the Scottish Board area.

4.4 Board appointments: In the event of there being no duly qualified person nominated to fill the vacancy in any Division, the Board may appoint a person to fill such vacancy provided always that before making any appointment the Board shall have consulted with the relevant Division in which the vacancy arises. Any person so appointed shall be a person who would have met the requirement for election in that Division.

4.5 Election Results: The vacancy in each Division shall be filled by the candidate who receives the highest number of votes in the Division for which the candidate is standing. Where as a result of an equality of votes the result of the election in any Division is in doubt the Board shall decide and the Chair of the Meeting of the Board at which the results of the election are to be received shall have an additional or casting vote.

5. Meeting of the Board

5.1 Notice of Extraordinary Meeting: Notice of an Extraordinary Meeting of the Board stating the purpose for which the meeting is convened shall be sent to every Board Member at least two working days before the day of the meeting.

5.2 Member Omissions: The accidental omission to give notice of any meeting of the Board to any person entitled to receive such notice or the failure to send such notice to the correct address shall not invalidate the meeting or any proceedings thereof.

5.3 Chair of Board Meetings: The Chair or in his or her absence the Vice-Chair shall take the Chair at meetings of the Board but if the Chair or Vice-Chair is not present at the time appointed for holding any meeting, the members of the Board present shall choose one of their number to chair the meeting.

6. Election of office bearers

6.1 The Board shall elect their Chair as set out in 8.4 of the Constitution. Every two years the Board shall elect from amongst its elected Members a Vice-Chair and Chair of the Finance Committee. The Board may elect any other office bearers as it agrees from time to time.

6.2 In advance of the meeting at which the election is to take place members of the Board shall be entitled to nominate persons for the office in question.

6.3 Nomination papers shall be signed by the person nominated and by two members of the Board making the nomination. The names of candidates for election and voting papers shall be circulated to all members of the Board in advance of the meeting at which the election is to take place.

6.4 Any member of the Board unable to attend the meeting may record a vote and return the voting paper by post, to reach the office of the Secretary of the Board not less than twenty-four hours before the date of the meeting of the Board at which the election is to take place, but members of the Board attending the meeting shall place their votes in the Ballot Box which shall be provided. Every member of the Board shall be entitled to cast one vote.

6.5 The person receiving the highest number of votes shall be elected. In the event of an equality of votes a further election shall be held at the meeting. Only those persons present at the meeting shall be entitled to vote, but the vote shall be binding despite the absence of any members of the Board from the meeting.

6.6 In the case of the death or resignation of the office bearer whilst in office the Board shall elect a successor in office in the manner aforesaid.

6.7 The person elected to office shall take up office immediately the result of the election has been announced. He/she shall be eligible to stand for one further term of two years but no more. (except the chair where a break of two years is not required).

6.8 The person who holds the office of Chair or Vice-Chair of the Board may not be elected to the office of Chair of the Finance Committee.

6.9 The Chair of the Finance Committee of the Board will be known as the Honorary Treasurer and shall be an elected Board member, but not an elected Council Member

7. Casual vacancies

7.1 Every casual vacancy on the Board caused by death, resignation or otherwise shall be filled:

7.1.1 In the case of a Council member, by the person appointed by the Council in the manner prescribed in the Bye-laws but the person appointed to fill such a vacancy shall hold office only for the remainder of the term for which the predecessor of that person was elected or appointed.

7.1.2 In the case of a representative from one of the Divisions, by the person appointed by the Board in the manner prescribed in the Constitution but the person appointed to fill such vacancy must be from the same Division in which the vacancy occurs and shall hold office only for the remainder of the term for which the predecessor of that person was elected or appointed.

7.2 The term of office of Board members will normally start from the date of the Royal College of Nursing of the United Kingdom, Annual General Meeting.

8. Committees

The Board may establish committees to assist in its work. These committees shall consist of not more than five members but shall have the power to co-opt as the Board shall think fit provided that the majority of members of every such committee shall be members of the RCN.Three members of a committee shall form a quorum.

8.1 Scottish Board Finance Committee

8.1.1 The Board will establish one standing committee called the Finance Committee, with a remit to consider the financial governance arrangements of RCN Scotland.

8.1.2 The constitution of the Finance Committee will be ratified from time to time by the Board

8.1.3 The Board will receive regular reports from the Finance Committee

9. Accounts

9.1. Banking Arrangements: The Board shall arrange for the banking of monies relating to the Board, and for the signing of cheques or other documents in connection with any bank account of the Board as they think fit, with the approval of the Council.

9.2. Financial Record Keeping: The Board shall keep complete and accurate accounting records of all income and expenditure, assets and liabilities of the Board. The books of account shall be kept at the headquarters of the Board or at a location the Board, with the approval of the Council shall think fit.

9.3. Audit Arrangements: At least once a year the accounts of the Board shall be examined and reported upon by the Auditors to the Board, who shall be members of a body of accountants established in the United Kingdom and recognised for the purposes of the Companies Acts 1985-9.

9.4. Timing of Audit: The accounts of the Board shall be made up to such date as will coincide with the date to which the accounts of the RCN are made up.

9.5. Submitting Annual Accounts for inclusion in RCN Accounts: The Board shall forward no later than six weeks after the end of the financial year, a certified copy of the accounts to the General Secretary for submission to the Finance Committee and the Council.

9.6. Budgeting: Each year the Board shall prepare and submit to the Finance Committee and the Council an estimate of its income and expenditure for the ensuing year on the basis of which any grant which the Council might agree to make to the Board shall be determined.

9.7. Investment Certificates: All investment certificates shall be lodged at the National Westminster Bank PLC, Cavendish Square, London, W1 or such other bank as the Council may from time to time direct.

9.8. The Board shall ensure that the RCN headquarters is provided with such information as shall allow for the adequate covering by the Council of all appropriate insurance risks.

9.9. Bequests or Donations: Any donations or bequests received by the Board other than as a result of any appeal authorised by the Council shall be applied to the general income of the Board for the year in which they are received subject always to the proviso that any donation made for a specific purpose must be used solely for that purpose. No restricted funds shall be set up without the prior approval of Council.

9.10. The Secretary to the Board, all other officers and members of the Board shall be entitled to be indemnified out of RCN funds in respect of any expenses, loss, liability, costs or damages suffered or incurred by them in the course of carrying out their, except by their own wilful act or default

10. Headquarters of the Board

10.1 The Headquarters of the Board shall be at 42 South Oswald Road, Edinburgh, EH9 2HH, unless the Board, with the approval of Council, shall otherwise determine.

11. Interpretation of regulations

11.1 Any questions as to the interpretation of these Regulations shall be referred to the Board who shall construe the Regulations in the best interests of the RCN and its objects as laid down in the Charter.

Note: Scottish Board will regularly and at least every three years review these Rules and Regulations and make changes as indicated. RCN Council is responsible for issuing updates to Constitutions and Regulations periodically as indicated Scottish Board is responsible for agreeing its Regulations.

Dates reviewed by Board