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THE NEONATAL SOCIETY CONSTITUTION

1. The Society shall be known as "The Neonatal Society".

2. The object of the Society is the promotion of Neonatal Science in any manner which now is or hereafter may be deemed in law to be charitable.

3. Membership is open to scientific workers who give evidence of being interested in the object of the Society, and whose professional careers are in major part devoted to neonatal science. Acceptable evidence of such interest shall be:-

4. Candidates for ordinary membership must be proposed and second by members who must send the candidate's name and qualifications for election to one of the Secretaries at least four weeks before the next meeting. The Committee shall nominate candidates for election from the names proposed and seconded by members. The committee shall propose invited lecturers and Young Investigators to become members of the Society.

5. Honorary membership may be offered to persons who have made notable contributions to the study of the newborn. Such persons, if ordinarily resident outside the British Isles, must also have read a paper before the Society. The names of those whom the Committee recommends the Society should so honour should be circulated with the Agenda for the Annual General Meeting. The rules of elections shall be as in Clause 4 (a).

6. Nominations for Committee membership will be invited 3 months before the AGM. Voting for the President will take place using a secure electronic system and involve the entire membership. Other committee members will be elected by secret ballot of members of the Society at the Annual General Meeting.

There shall be a Committee which shall be elected by members of the Society. The Committee shall consist of a President, the President elect or the immediate past President, two secretaries, a Treasurer and 3 ordinary members. Membership of the Committee should ideally represent the full range of neonatal science with a balance between non clinical and clinical members.

7. The members of the Committee holding office or membership of the Committee at the date of adoption of this Constitution shall remain in office or membership of the Committee (as the case may be) and their periods of office or membership of the Committee shall be calculated from the latest dates on which they were respectively elected before the adoption of this Constitution.

8. At the Ordinary Meeting of the Society preceding the Annual General Meeting the vacancies occurring on the Committee for the following year shall be announced, with a statement as to whether the current members of Committee concerned will be eligible for re-election or not. This announcement will also be circulated to the membership.

9. Proposals in writing and signed by any two members of the Society for members to fill the specified vacancies must reach one of the Secretaries at least eight weeks before the Annual General Meeting. The Committee may put forward proposals for members to fill the vacancies. . The election of the President will be conducted using a secure electronic voting system open to all members. The Committee will prepare a list of candidates, and this list will be circulated with the agenda for the Annual General Meeting at which the vacancies will be filled by secret ballot.

10. The Committee shall meet as often as necessary: at meetings of the Committee four shall constitute a quorum. In the event of a tied vote the President or Acting Chairman will have a casting vote.

11. Casual vacancies in the Committee may be filled by the other members of the Committee co-opting a member until the next time an election is due to be held to fill that particular vacancy.

12. It shall be the duty of the Committee to carry out the general policy of the Society and (subject to any conditions imposed from time to time by the Society in General Meeting) to provide for the administration, management and control of the affairs and property of the Society. In particular it shall be the duty of the Committee to make rules for the conduct of scientific meetings of the Society.

13. The Annual General Meeting of the Society shall be held each year at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. Other general meetings of the Society shall be held at such times and places as may be determined by the Committee.

14. A special meeting of the Society shall be called upon the written demand of at least 4 members or of the President.

15. At least 21 clear days notice of all General Meetings (other than special meetings) and at least 14 clear days notice of all special meetings shall be given in writing by the Meetings Secretary to all members.

16. The business of the Annual General Meeting shall include the election of officers and ordinary members of the Committee, the appointment of auditors and the consideration of an annual report on the activities of the Society and of the accounts.

17. The President shall be Chairman of all meetings of the Society and the Committee. If the President shall be absent from a meeting, one of his Secretaries shall propose a chairman for that meeting.

18. The quorum at meetings of the Society shall be 50 of the members of the Society, or such other number as the Committee may from time to time determine.

19. The subscription for ordinary membership shall be decided by the Committee and shall be announced at least six weeks before the Annual General Meeting. The subscription may be waived at the discretion of the Committee for ordinary members resident outside the British Isles. If the subscription of a member be more than one year in arrears he shall cease to be a member.

20. The income and property of the Society whencesoever derived shall be applied solely towards the promotion of the purposes of the Society as set forth in this Constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Society. Provided that nothing here in shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Society or the repayment of out-of-pocket expenses.

21. The Committee shall take such steps as may be necessary to vest in the Official Custodian for Charities any investments from time to time belonging to the Society.

22. The Society may at any time be dissolved by a resolution passed by a two-thirds majority of the members present and voting at a meeting of the Society of which at least 21 clear days notice shall have been sent to all members of the Society. Such resolution may give instructions on the disposal of any assets held by or in the name of or in trust for the Society, provided that if any property remains after the satisfaction of all debts and liabilities, such property shall not be passed to or distributed among the members of the Society but shall be given or transferred to such other charitable institutions having objects similar to the object of the Society as the Society may (with the approval of the Charity Commissioners or other authority having charitable jurisdiction determine.

23. Notice of any proposal to amend or alter the existing Constitution, or to make new Rules must be sent to one of the Secretaries not later than six weeks before the next ensuing Annual General Meeting and, must appear on the agenda of that meeting in the form of a motion. No alteration shall be made unless two-thirds of those members voting are in favour. No alteration shall be made in Clause 2 of this Constitution without the approval of the Court or of the Charity Commissioners or other authority having charitable jurisdiction.

24. The Interpretation Act 1889 applies for the interpretation of this Constitution.

Last amended 2012.

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