MALAYALI MEDICAL ASSOCIATION (UK) CONSTITUTION AND BYLAWS
For years, several of the Malayali Doctors, who worked in United Kingdom, had wished for an occasion and a venue where they could meet and create a forum for professional, cultural and social interaction. But, as fate and circumstances would have it, the right opportunity did not arrive until 19th of September 1982, when the founding members (48 members) signed the Memorandum and Articles of Association and formed the company Malayali Medical Association (UK) limited by guarantee but not having a share capital.
MEMORANDUM OF ASSOCIATION – Malayali Medical Association (UK) Ltd
Memorandum of Association, along with the Articles of Association forms the Company’s (Association’s) constitution, defines the responsibilities of the Directors / Executive Committee, the kind of business / activities to be undertaken and the means by which Shareholders / Members extend control over the Board of Directors /Executive Committee.
The name of the Association
This limited Company Malayali Medical Association (U.K.) Ltd. will be known as Malayali Medical Association (UK) which here in referred is as “The Association”.
The Registered office
The registered office of the Association must be situated in the U.K.
The objectives for which the Association is established are:
- To bring together Malayali Medical Practitioners and Dentists working and / or living in UK under this organisation.
- The Association is organised for social, cultural, scientific, educational and charitable purposes.
- To provide e comprehensive counselling and career advice service to members of the Association or to any other members of the medical profession.
- To circulate such information as may be thought desirable by means of a Newsletter or Bulletin.
- To co- operate with any company, association, public authority or other body or person for the purposes of promoting the objectives of the Association.
The Liability of members is limited.
- Any transaction of assets or liabilities of the Association can be dealt with only by the agreement of 2/3rd members of the Executive Committee for which the Executive Committee are to be accountable to the Association.
- The income and property of the Association shall be applied solely towards the promotion of its objectives as set forth in the memorandum of the Association 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 members of the Association.
Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up, which he/she is a member or within one year after he/she ceases to be a member for the payment of the debts and liability of the Association contracted before he/she ceases to be a member and the costs, charges and expenses of winding up and for the adjustment of rights of the contributories among themselves, such amount as may be required not exceeding twenty pounds.
If upon the winding up or dissolution of the Association, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objectives similar to the objectives of the Association and if so far as effect cannot be given to such provisions, then to some charity, to be determined by the members of the Association at or before the time of the dissolution.
CONSTITUTION, ARTICLES of ASSOCIATION & BYLAWS – Malayali Medical Association (UK) Ltd -
Article 1.Number of Members
The subscribers to the memorandum of the Association shall be the first members of the Association. The number of members the Association proposes to register is 100, but the Executive Committee from time to time could decide to register an increased number of members.
Any medical or dental practitioner of Malayali origin, living and or working in United Kingdom who supports the objectives of the Association shall subject to the approval of the Executive Committee be eligible as a Member of the Association.
- Associate Member
Any medical or dental practitioner who is not eligible to be a member shall, with the approval of the Executive Committee, be eligible to be an associate member.
- Life Member
Any member who pays the specified fee of £1000 (one thousand pounds) shall subject to the approval of the Executive Committee be eligible to become a life member.
- Honorary Member &Honorary Life member
- The Executive Committee shall have power to confer Honorary Membership or Honorary Life Membership upon any prominent medical or dental practitioner who is not eligible to become an ordinary member of the Association.
- The spouse of a deceased member, subject to the approval of the Executive Committee shall become an Honorary Life Member
- Any medical or dental student of Malayali origin subject to the approval of the Executive Committee shall become and remain as an Honorary Member until he / she is registered as a medical or dental practitioner.
Article 3.Election of Members
Every candidate for membership or associate membership of the Association shall apply for election in writing, addressed to the Executive Committee and stating his agreement, if elected, to abide by the regulations and by-laws of the Association to which he/she may at any time belong or with which he/she may at any time be associated (as the case may be) and to pay his subscription for the current year.
Mode of election of members and associate members shall be as follows:
- Every candidate shall forward his application to the Hon. Secretary of the Association.
- The candidate if eligible for election may be elected by the Executive committee
- The Executive Committee’s decision shall be notified in writing to the candidate.
Article 4. Rights, Privileges & Limitations
- Associate Member
An associate member is entitled to all of the rights and benefits of a member save that he / she is not entitled to a) vote at the General Meetings b) to vote on the election of officers of the Association c) to stand as candidate for election to an office of the Association or its Executive Committee.
- Honorary Member
An Honorary member shall have the benefits of a member with none of the liabilities, save that he / she is not entitled to a) vote at the General Meetings b) to vote on the election of officers of the Association c) to stand as candidate for election to an office of the Association or to its Executive Committee“.
Article 5. Subscriptions
5.1 Every member or Associate member shall pay to the Association an annual subscription of such amount determined by the General Body of the Association at the A G M. In the case of members and associate members the said subscriptions shall be considered due in advance on the 1st of October in each year or in the case of members or Associate members elected during the year, at the time of election.
5.2 The Executive Committee may, if they think fit, waive the subscription for one year in respect of any member or associate member if they are satisfied that the member is experiencing financial hardship. If a member's subscription is so waived then he shall continue to be entitled to all the privileges of the membership during the year in respect of which the subscription is waived.
5.3 No person who shall have been a member or associate member of the association and ceased to be such shall be eligible for re election until he shall have paid all arrears of subscription (if any) due from him to the Association at the date when his former membership or former associate membership (as the case may be) ceased.
Article 6. Duration of Membership & Associate Membership.
Every member or associate member shall remain a member or associate member until his membership or associate membership is terminated in accordance with any one of the following provisions.
- By resignation.
- Ipso facto by default in the payment of subscriptions to the Association within 3 months of the due date of payment (1st October every year)
- The Association, by giving one month’s notice following the decision with 2/3rds majority of its attending members at the A G M to take the necessary action (terminate membership of the association) against a member who is acting against the interests of the Association.
Article 7. General Meetings
7.1 The Association shall in each year hold a general Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meetings as such in the notices calling it; and not more than 15 months shall lapse between the date of one A.G.M of the Association and that of the next. The A.G.M. shall be held at such time and place as the Executive Committee shall appoint.
- All General Meetings other than A.G.M. shall be called Extraordinary General Meeting.
- Notice of General Meetings and Extraordinary General Meetings
7.3-a The Annual General Meeting and a meeting called for the passing of special resolution (Extraordinary General Meeting) shall be called by giving thirty days notice in writing (either by post or electronically) and shall specify the special resolution, place, the day and the hour of that meeting.
7.3-b The Executive Committee or any Member of the Association supported in writing by a quarter of the Membership or twenty (20) members whichever is lower may call for an Extraordinary General Meeting. The Member calling for extraordinary General Meeting must submit to the Secretary of the Association evidence that he or she has the support of the required number of the Members of the Association. The Executive Committee shall have only sixty days to convene such a meeting from the date of submission unless the Executive Committee with two-thirds majority have authorised to extend the allowed time from sixty days to ninety days (90)
7.3-c An accidental omission to give notice of a meeting to or the non receipt of a notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting.
- Proceedings at the General Meetings.
7.4-a No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. The quorum for General Body Meeting is set as one – third of the membership or Ten (10) whichever is lower.
7.4-bThe President of the Associations shall preside as chairman at any general meeting of the Association. If he or she is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act or if there is no vice-president present and willing to act, the members present shall choose one of the members to be the chairman for the meeting.
7.4-c At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded by (a) the chairman, or (b) by at least three members present in person or by proxy of five.
7.4-d In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
7.4-e All ordinary resolutions of the General Body should have an absolute majority and the resolutions affecting the constitution should have two- thirds majority of the members voting.
7.4-f. A summary of the activities of the Executive Committee during the course of the year as well as the summary of the proceedings and decisions taken at the previous General Body Meeting shall be presented to the current General Body by the Secretary and the approved “minutes” signed by the Chairperson shall be maintained by the Executive Committee.
Article 8. Executive Committee Meetings
8.1 The Executive Committee shall hold meetings at least three times a year. These meetings need not be face to face meetings, but could be in the form of Video or Telephone Conference.
- Proceedings at the Executive Committee Meetings.
8.2-a The Quorum for any meeting of the Executive Committee shall be one – third of the total membership (excluding the co opted members) of the Executive Committee.
8.2-b If unanimous decisions cannot be reached at the Executive committee meeting, two – thirds of the Executive Committee Members present voting in favour shall carry such decisions.
Article 9. Officers of the Association. There shall be the following officers of the Association,
9.1 The President,
The Vice President,
9.2 Election of the officers
9.2- a Election of officers is by the General Body of the Association.
9.2- b Election of officers is for two years.
9.2- c President or Vice President shall not be eligible for re election to another consecutive term, whereas Secretary and Treasurer shall be eligible for re election to another consecutive full term of two years or a shorter term of one year.
9.2-d No person who is not a member of the Association shall, in any circumstances be eligible to hold any office.
9.3 The Executive Committee:
9.3- a The four officers, the immediate past President of the Association and not less than 3 (three) “Ordinary Members” of the Association, who shall be elected every two years by the General Body of the Association, shall form The Executive Committee of The Association.
9.3- b The Executive Committee shall govern and direct the activities of the Association. They are accountable to the General Body of the Association. Their implied responsibility transcends the constitutional and statutory duties and extend to the preservation of the spirit of the Association
9.3- c No person shall in any circumstances be eligible for re-election as an ordinary member of the Executive Committee for more than 3 (three) consecutive years.
9.3- d The Executive Committee may co-opt up to 3 members of the Association or their spouse to be members of the Executive Committee. Such co-opted members are to serve as members of the Executive Committee until the next Annual General Meeting.
9.4 Duties of Officers
9.4. a President.
9.4. a-1 The president is the legal, moral and spiritual head of the organisation an honour and responsibility bestowed up on by the Membership. The President shall be responsible for protecting the” Heart, Soul & Spirit” of the Association, its constitution as well as preserving and in reinforcing its three central pillars, the member’s profession, language and culture.
9.4. a- 2 Inspire, initiate, assist and coordinate the activities of the Secretary who is the “Chief Executive” of the Association, the Treasurer who is the “Financial Controller” and the Executive Committee as a whole.
9.4. a-3 Perform all duties incidental to the office of the President and such other duties as may be designated by the Executive Committee or General Body of the Association.
9.4 a- 4 The President shall preside at all meetings of the Association and of the Executive Committee. He/ she shall make such appointments as are required or authorized by the constitution and/or by the Executive Committee. He/she may sign with Secretary or any other proper officer of the Association authorized by the Executive Committee, any deeds, mortgages, bonds, contracts, or other instruments which the Executive Committee has authorized to be executed.
9.4. b Vice President.
The Vice President who is the President Elect shall perform the functions of the President in his/her absence and other duties assigned by The Executive Committee. He /she shall succeed the President in case of death, disability or resignation of the President before the end of his / her term.
9.4. c Secretary.
9.4. c-1 The Secretary shall be the Chief Executive Officer and perform all duties incidental to the office of the Secretary and such other duties as may be designated by the Executive Committee or General Body of the Association.
9.4. c-2 Keep Account of and the minutes of all meetings.
9.4. c-3 Maintain an updated list of all members of the Association.
9.4. c-4 Issue an agenda of all regular and special meetings.
9.4. c- 5 Be custodian of the Constitution and Bylaws of the Association.
9.4. c- 6 Make certain that all books, reports, statements, certificates and other documents and records required by law are kept secure.
9.4. c-7 Be a member of the Executive Committee in the same capacity.
9.4. c-.8 Be responsible for transferring all records of the organization within thirty days after the annual meeting to the incoming Secretary / Treasurer
9.4. d Treasurer.
9.4. d-1 Be responsible for issuing notice and collection of annual dues, and deposit the same in such bank as the Executive Committee may designate.
9.4. d-2 Shall have custody of all receipts and disbursements which shall be open at all reasonable times for inspection by the Executive Committee.
9.4. d-3 Shall submit a ﬁnancial report to the Executive Committee at its meetings and at the Annual General Meeting of the Association. Financial statements approved by the General Body of the Association must be kept safe.
9.4. d-4 Shall perform such other duties and exercise such other powers incidental to the office of the treasurer and as may be assigned by the Executive Committee as required by law.
Article.10, Amendment to the Constitution of the Association
10.1 Amendment to this Constitution may be effected by two-third of the active members present at a regular or extraordinary meeting of the general body provided that such amendment has been mailed (electronically or by post) to all members at least thirty days prior to this meeting.
10.2 Any proposed amendment other than the one initiated by the Executive Committee shall be submitted to the Secretary of the Association in writing by at least one member supported by another member.
10.3 The Constitution can be amended by the general membership only.
11.1 The Executive Committee shall maintain proper records of accounts with respect to:
11.1-a All sums of money received and expended by the Association and the matters in respect of which the
receipt and expenditure take place.
11.1-b. All sales and purchases of goods by the Association.
11.1-c. All the assets and liabilities of the Association.
11.1-d. A statement of accounts of the Association shall be presented at the Annual General Body Meeting by the
Treasurer. This statement of accounts approved by the General Body of the Association and signed by the Chairperson of the meeting shall be maintained by the Executive Committee of the Association.
This revised constitution and bylaws of Malayali Medical Association (UK) was ratified at the A G M of the Association on 11th July 2015.
MMA executive committee is grateful to Dr Jayarajan for drafting and finalising the revised constitution