Constitution of the National Vision User Group

As amended at AGM 15th November 2012

A. TITLE AND DEFINITIONS

1. The name of the association shall be “National Vision User Group” (hereafter called the “Group”).

2. The Registered Address of the Group will be the address of the Treasurer of the Group.

3. In this Constitution unless the context otherwise requires, the following words shall have the following meanings:

“Corporate Member”

an organisation representing or constituted of a grouping of Practices using any form of INPS Vision Medical System whose application has been accepted by the Executive and whose subscription to the Group is up to date

“Full Member”

a Practice who uses any form of INPS Vision Medical System and whose subscription to the Group is up to date

“Members”

includes both Full Members and Corporate Members.

“Representative”

an individual working within a Full Member

B. AIMS AND OBJECTIVES ARE

1. to provide an academic forum for medical informatics for all Members of the Group sharing information, expertise and ideas on their clinical computer systems.

2. to collate ideas for development of the systems and to provide INPS Limited (hereafter referred to as the “Company”) with the stimulus and support for alterations and developments to the INPS Vision Medical systems.

3. to act as consumer control agents and represent to the Company any general problems experienced by individual users or groups of Users, at the discretion of a User Panel.

C. MEMBERSHIP

1a. The Full Members shall be practices whose organisation is identified by a single practice national code, who use any form of INPS Vision Medical system and whose subscription to the Group is up to date. Each Full Member will count as one voting member.

1b. The Corporate Members shall be organisations representing or constituted of groupings of practices using the INPS Vision Medical System and whose subscription to the Group is up to date. Each Corporate Member will count as one voting member.

1c. All Members may download material from the website. Further distribution by them of this copyright material is prohibited.

1d. The Executive shall have the right to refuse or suspend the membership of any Members if abuse of membership privileges is suspected and /or proven.

2. There shall be no differentiation of membership according to the Users’ contract with the Company.

3. All participants in Members’ practice teams shall have equal status and participate in benefits of membership.

4. Members may constitute themselves as local User Groups according to their choice but will be grouped for National Vision User Group purposes in to five geographical areas coterminous with the areas covered by each of the five Regional Clusters as designated by the National Programme for IT in England. In Wales, Scotland and Northern Ireland the geographical areas will be coterminous with the National Boundaries.

5. Members shall have the right to withdraw without prior notice and without repayment of subscription.

6. The National Panel may, at its sole discretion, elect an individual, to lifelong membership emeritus.

D. MEETINGS

1. There shall be an Annual General Meeting of all Members at a time and place as determined by a National Vision User Group Panel (hereafter called the “Panel”).

2. The business of the Annual General Meeting shall include election of Officers of the Group, approval of an Annual Report and Accounts, debate of resolutions accepted as relevant to the Group’s activities by the Panel and any other business at the discretion of Members present at the Annual General Meeting.

3. Notice of the Annual General Meeting shall be given at least 12 weeks before the day of the meeting to all Members of the Group.

4. Resolutions for debate must be submitted to the Secretary of the Group at least 20 days before the day of the Annual General Meeting and be accompanied by names of a proposer and seconder who should be Members of the Group.

5. A quorum at the Annual General Meeting shall be 30 Members of the Group. The meeting will be declared void if one hour after the commencement time a quorum is not achieved.

6. A Member will have one vote at the Annual General Meeting. The name of the individual elected to vote for each Member shall be presented to the Chairman at the start of the Annual General Meeting.

7. Resolutions may be passed by a simple majority of Members attending the Annual General Meeting and in the event of a tie the Chairman has a casting vote.

E. OFFICERS

1. The Officers of the User Group will be Chairman, Secretary and Treasurer who shall be chosen from the Representatives. They will be elected by a ballot of all Members of the User Group with their election taking effect from the following first day of January except in the case of special elections to fill a vacancy arising before the end of the term of office in which case the election will take effect immediately.

2. All Officers of the User Group will serve a three year term with one of the Officers retiring each year.

3. The Panel may appoint one of its number to be a Deputy Chairman whose appointment is for a term of twelve months renewable at the discretion of the Panel and who, in all other respects, is to be considered as one of the Officers of the User Group.

4. The Officers will sit ex-officio on the Panel.

5. Only Representatives who have sat on the National Panel for at least three of the last five years can be nominated for election for the post of Officers of the User Group.

F. THE PANEL AND THE EXECUTIVE

1. The Group shall be administered by a Panel elected by ballot. (Individuals on the Panel will be Representatives of Members but no Member may be represented on the Panel by more than one elected Full Member Representative and/or one elected Corporate Member Representative.)

2. Up to 15 representatives shall be elected to the Panel every year.

3. Those elected to the National Panel will serve a two-year term but may be re-nominated at the end of their term.

4. All retired Officers may continue to serve on the National Panel as Co-opted members to be determined yearly at the discretion of the Panel.

5. Special Interest Groups formed from amongst Members may by a special resolution passed at an Annual General Meeting nominate a person as a candidate for co-option to the Panel.

6. The Panel may from time to time co-opt Members with special expertise to the Panel. All co-opted Members will require to be co-opted by a majority vote of the National Panel annually. Once co-opted, they will have full voting rights. Normally co-opted members will be expected to stand for election to the Panel at the next Panel election. There will be no more than three co-opted Panel members at any time.

7. The Panel shall meet three times in any calendar year or more frequently as the Panel shall determine from time to time.

8. The Company may be invited to attend the meetings of the Panel at the discretion of the Panel but it shall have no voting rights.

9. A quorum at Panel meetings shall be five of which one will be an Officer of the Group. The meeting shall be declared void if one hour after the commencement time a quorum has not been reached.

10. The Panel shall debate and take action on such matters which cannot wait until an Annual General Meeting as are determined by the Officers and Regional Panel Representatives. The Panel will collate and prioritize suggestions for changes to and development of INPS Vision Medical systems.

11. The day to day administration of the Group will be managed by an Executive (hereafter called the “Executive”) comprising the Officers of the Group, and two to six members of the National Panel elected by the National Panel. Elections will be by an annual electronic poll of the Panel during December each year, with a maximum of three successful candidates each year taking up their posts for two years from the following first day of January. Only Panel members who have been a Panel member for at least the preceding 11 months and attended at least two Panel meetings (and/or Executive meetings if an Executive member) in the preceding 12 months will be eligible to be elected to the Executive.

12. Meetings of the Executive shall have a quorum of three with at least one Officer and one non-officer present.

13. The Executive will meet at least four times a year.

14. The Executive will report to the National Panel and will remain answerable to the National Panel for all decisions made.

15. All members of the Executive and Panel are required to maintain a Register of Interests, updated annually, with the intention that such members should declare as soon as possible any private interests potentially conflicting with their duties for the Group and should take steps to resolve any conflicts in a way which protects the interest of the Group.

16. Any member of the Executive or Panel found not to have declared a relevant interest or to have acted contrary to the interest of the Group will be reported to the next meeting of the Panel and appropriate action taken by the Panel.

G. MINUTES

1. Minutes shall be taken by the Secretary at the Annual General Meeting at Panel Meetings and at Executive Meetings. The minutes of the Annual General Meeting will be circulated to all Members within eight weeks. Minutes of Panel Meetings will also be circulated at times determined by the Panel.

2. Matters of confidential nature agreed for discussion at panel meetings shall be minuted but excluded from publication. The decision to do this will be taken by a simple majority of those on the Panel present.

3. The members of the Panel or the Executive or a committee, who are not present at a meeting, may confirm in writing (including by electronic means) their approval or disapproval of a proposal.

H. COMMITTEES

1. The Panel may from time to time appoint special committees from among its number to attend to special tasks.

2. Such sub-committees shall appoint their own Chairman and Secretary.

I. FINANCE

1. All Members shall pay an Annual Subscription. The subscription rates which may differ for different classes of membership and different sizes of organisation will be set by the National Panel and will be subject to ratification at the Annual General Meeting.

2. Of this subscription up to 25% shall be made available to the regional groups for the reasonable costs of local meetings including the hire of premises, stationery, postage and printing at the discretion of the Treasurer. Such costs may be agreed on presentation to the Treasurer whose decision is final.

3. Of this subscription the remainder shall be used to defray costs of the Group including costs for Annual General Meetings and Panel meetings, stationery, postage telephone charges and printing. This shall include minimal reasonable travel expenses for those on the Panel to attend panel meetings excluding Annual General Meetings at a rate to be agreed by the National Panel annually but shall not exceed the rates paid by Primary Care Organisations. Members attending subgroup meetings will also be entitled to receive locum fees at the BMA recommended rate. There will be a proportional payment for practice staff to cover loss of earnings.

4. A bank account shall be held at such a bank as the Panel shall determine on which cheques may be drawn by two nominated persons, normally officers approved by the Panel.

5. No cheque shall be issued for any amount that exceeds the cash in hand in the bank.

6. Accounts of the Group shall be prepared by the Treasurer for presentation at each Annual General Meeting.

J. PUBLICATIONS

1. A report of the activities of the Group will be published annually.

2. The Panel may from time to time, either independently or in association with the Company, report activities of the Group and any other matters which might be of interest to Members.