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\r\n\t\r\n\r\n\r\n\r\n\r\n\r\n","import mod from \"-!../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../node_modules/thread-loader/dist/cjs.js!../../node_modules/babel-loader/lib/index.js!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./SelectedMemberNotification.vue?vue&type=script&lang=js&\"; export default mod; export * from \"-!../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../node_modules/thread-loader/dist/cjs.js!../../node_modules/babel-loader/lib/index.js!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./SelectedMemberNotification.vue?vue&type=script&lang=js&\"","import { render, staticRenderFns } from \"./SelectedMemberNotification.vue?vue&type=template&id=303470b2&\"\nimport script from \"./SelectedMemberNotification.vue?vue&type=script&lang=js&\"\nexport * from \"./SelectedMemberNotification.vue?vue&type=script&lang=js&\"\n\n\n/* normalize component */\nimport normalizer from \"!../../node_modules/vue-loader/lib/runtime/componentNormalizer.js\"\nvar component = normalizer(\n script,\n render,\n staticRenderFns,\n false,\n null,\n null,\n null\n \n)\n\nexport default component.exports","var render = function () {var _vm=this;var _h=_vm.$createElement;var _c=_vm._self._c||_h;return _c('textarea',{staticClass:\"textarea\",class:{ 'is-danger': !_vm.termsAccepted, 'is-success': _vm.termsAccepted },attrs:{\"rows\":\"10\"}},[_vm._v(\" The Companies Acts 1985 - 2006 A Company Limited by Guarantee and not having a share capital Memorandum and Articles of Association The British Transplantation Society Private Limited Company Number: 4691176 Incorporated on: March, 10th 2003 Memorandum and Articles of Association – British Transplantation Society Company number 4691176 The Companies Acts 1985 and 2006 Company Limited by Guarantee and not having a Share Capital Memorandum of Association of The British Transplantation Society The name of the company is the British Transplantation Society (BTS) and in this document is called the Society. The Society’s registered office is to be situated in England and Wales. The objects of the Society (The Objects) shall be to advance transplantation by: - the study of the biological, clinical and social problems of tissue and organ transplantation - facilitating contact between persons interested in transplantation - making new knowledge available to any person for the general good of the community - retaining intellectual property rights over its activities - pursuing other matters relevant to transplantation In furtherance of the Objects but not otherwise the Society may exercise the following powers: (i) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Society; (ii) to raise funds and to invite and receive contributions; providing that in raising funds the Society shall not undertake any permanent trading activities and shall conform to any relevant statutory regulations; (iii) to acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of property, rights or privileges; (iv) subject to such consents as may be required by law to borrow or raise money for the purposes of the Society on such terms and on such security as may be thought fit; (v) to invest the moneys of the Society not immediately required for its purpose in or upon such investments, securities or property as may be thought fit, subject to such conditions (if any) and Memorandum and Articles of Association – British Transplantation Society Company number 4691176 such consents (if any) imposed or required by law and subject also hereinafter provided; (vi) to invest the moneys of the Society in shares of a private company or private companies limited by shares provided that such companies shall be wholly owned subsidiaries of the Society; (vii) subject to clause 5 below to employ staff, who shall not be directors of the Society (hereinafter referred to as the trustees), as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependents; (viii) to establish or support any charitable trusts, associations or institutions formed for all or any of the Objects; (ix) to co-operate with other organisations and bodies operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them; (x) to pay out the funds of the Society the costs, charges and expenses of and incidental to the formation and registration of the Society; (xi) to do all such other lawful things as are necessary for the achievement of the Objects The income and property of the Society shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Society, and no trustee shall be appointed to any office of the Society which is remunerated by way of either fees or the receipt of any other benefit in money or money’s worth from the Society; Provided that nothing in this document shall prevent any payment by the Society: (i) of reasonable and proper remuneration for any services rendered to the Society by any member, officer or servant of the Society who is not a trustee (ii) to any member or trustee of reasonable out-of-pocket expenses incurred or to be incurred in attending scientific meetings relevant to the promotion of the Objects or otherwise in attending to the Society’s activities. The liability of the members is limited. Every member of the Society undertakes to contribute such amount as may be required (not exceeding £1) to the Society’s assets if it should be wound up while he or she is a member or within one year after he or she 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 among themselves. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 8. If the Society is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid or distributed among the members of the Society, but shall be given or transferred to some other charity or charities having objects similar to the Objects which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Society by clause 5 above, chosen by the members of the Society at or before time of dissolution and if that cannot be done then to some other charitable object. WE, the persons whose names and addresses are written below, wish to be formed into a company under this memorandum of association. Signatures, Names and Addresses of Subscribers Dr Phillip Arthur DYER 23 Nuttall Hall Road Ramsbottom BURY Lancashire BL0 0AS Mr John L R FORSYTHE South Cottage Mitchell Hall Hadington East Lothian EH41 4LB Professor Stephen POWIS 51 Mayford Road London SW12 8SE Dated February 5th, 2003 Witness to the above signatures Mrs Susan STUART 46 Heysbank Road Disley Stockport SK12 2DF Memorandum and Articles of Association – British Transplantation Society Company number 4691176 The Companies Acts 1985 and 2006 Company Limited by Guarantee and not having a Share Capital Articles of Association of The British Transplantation Society Interpretation 1. In these articles: - the Act means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force; - the Articles means these Articles of Association of the Society; - the Board means the board of directors for the time being of the Society; - Companies Act 1985 the Companies Act 1985 (as amended from time to time) - Companies Act 2006 the Companies Act 2006 (as amended from time to time) - connected in relation to a director of the Company has the meaning given in section 252 of the Companies Act 2006 - clear days in relation to the period of a notice means any period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; - directors the directors for the time being of the Society or (as the context shall require) any of them acting as the board of directors of the Company; - electronic address any address or number used for the purposes of sending or receiving documents or information by electronic means; - electronic form and electronic means have the meaning given in section 1168 of the Companies Act 2006; - executed includes any mode of execution; - hard copy form has the meaning given in section 1168 of the Companies Act 2006; - the memorandum means the memorandum of association of the Society; - office means the registered office of the Society; - ordinary resolution has the meaning given in section 282 of the Companies Act 2006; - the seal means the common seal of the Society if it has one; - Secretary means the person appointed by the directors to perform the duties of the secretary of the company - the Society means the company intended to be regulated by these articles; - special resolution has the meaning given in section 283 of the Companies Act 2006; - the Statutes the Companies Acts as defined in section 2 of the Companies Act 2006 and every other statute, order, regulation, instrument or other subordinate legislation for the time being in force relating to companies affecting the Society; - the trustees means the directors of the Society (and trustee has a corresponding meaning) - the United Kingdom means Great Britain and Northern Ireland; and - in writing hard copy form or to the extent agreed (or deemed to be agreed by virtue of a provision of the Statutes) electronic form or website communication. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 Subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Act. References to any Statute or statutory provision include, unless the context otherwise requires, a reference to that Statute or statutory provision as modified, replaced, re-enacted or consolidated and in force from time to time and any subordinate legislation made under the relevant Statute or statutory provision. Where the word “address” appears in these Articles it is deemed to include postal address and, where applicable, electronic address. The expression “working day” in relation to a period of notice means any day other than Saturday, Sunday and Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealing Act 1971 in the part of the UK where the company is registered. The expression “clear days” in relation to a period of notice to call a meeting means the number of days referred to excluding the day when the notice is given and the day of the meeting. Members 2. (i) The subscribers to the memorandum and such other persons or organisations as are admitted to membership in accordance with the Rules made under Article 58 shall be members of the Society. No person may be admitted a member of the Society unless the trustees have approved his or her application for membership. 3.2. The trustees shall have an absolute discretion in determining whether to accept or reject any application for membership and shall not be bound to assign any reason for their decision. (ii) Unless the trustees or the Society in general meeting shall make other provision under Article 58 , the trustees may in their absolute discretion permit any member of the Society to retire or withdraw from the Society, provided that after such retirement the number of members is not less than three. General meetings The Society shall hold an annual general meeting each year in addition to any other meetings in that year; and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Society and that of the next: Provided that so long as the Society holds its first annual general meeting within eighteen months of incorporation, it need not hold it in the year of its incorporation or the following year. The annual general meeting shall be held at such times and places the trustees shall appoint. All general meetings other than the annual general meeting shall be called general meetings. The trustees may call general meetings and, on requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene a general meeting for a date not later than eight weeks after receipt of the requisition. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 Notice of general meetings All general meetings, including Annual General Meetings, shall be called by at least fourteen clear days’ notice. All general meetings may be called by shorter notice if it is so agreed in accordance with section 307(4) of the Companies Act 2006. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of the Annual General Meeting, shall specify the meeting as such. The notice shall be given to all the members and to the trustees and the auditors. The 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. Every notice convening a general meeting shall be given in accordance with section 308 of the Companies Act 2006 that is, in hard copy form, electronic form or by means of a website. The Society may send a notice of meeting by making it available on a website or by sending it in electronic form and if notice is sent in either way it will be valid provided it complies with the relevant provisions of the Companies Act 2006. Proceedings at general meetings No business shall be transacted by any meeting unless a quorum is present. 5% of the membership or ten members (whichever is the lower) entitled to vote upon the business to be transacted shall constitute a quorum. If a quorum is not present within half an hour from the time appointed for the meeting, or if during the meeting a quorum ceases to be present, the meeting shall stand adjourned to such a time and place as the trustees may determine. The President, or in his or her absence some other trustee nominated by the trustees shall preside as chairperson of the meeting, but if neither the chairperson nor such trustee (if any) be present within fifteen minutes after the time appointed for holding the meeting, the trustees present shall elect one of their number to be chairperson and, if there is only one trustee present he or she shall be the chairperson. If there is no trustee present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairperson. The chairperson may, with the consent of the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for five days or more, at least seven clear days’ notice shall be given specifying the time and place of the Memorandum and Articles of Association – British Transplantation Society Company number 4691176 adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on declaration of the result of the show of hands, a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded: (i) by the chairperson; or (ii) by at least six members having the right to vote at the meeting Unless a poll is duly demanded a declaration by the chairperson that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the chairperson. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made. 17.A poll shall be taken as the chairperson directs and he or she may appoint scrutineers (who need not be members of the Society) and fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded. In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson shall be entitled to a casting vote in addition to any other vote he or she may have. A poll demanded on the election of a chairperson or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken immediately or at such time and place as the chairperson directs not being more than thirty days after the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made. No notice need be given of a poll not taken immediately if the time and place at which it is taken are announced at the meeting at which it is demanded. In other cases at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken. Votes of members Subject to Article 18 above, every member shall have one vote. No member shall be entitled to vote at any general meeting unless all moneys then payable by him or her to the Society have been paid. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairperson whose decision shall be final and conclusive. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 Trustees 24. The number of trustees shall be four. 25. The first trustees shall be those named in the statement delivered pursuant to section 10(2) of the Act, who shall be deemed to have been appointed under the articles. Future trustees shall be appointed as provided subsequently in the articles. Powers of trustees Subject to the provisions of the Statutes, the memorandum and the articles and to any directions given by special resolution, the business of the Society shall be managed by the trustees who may exercise all the powers of the Society. No alteration of the memorandum or the articles and no such direction shall invalidate any prior act of the trustees which would have been valid if that alteration had not been made or that direction not been given. The powers given by this article shall not be limited by any special power given to trustees by the articles and a meeting of trustees at which a quorum is present may exercise all the powers exercisable by the trustees. In addition to all the powers hereby expressly conferred upon them and without detracting from the generality of their powers under the articles the trustees shall have the following powers: (i) to expend the funds of the Society in such a manner as they shall consider most beneficial for the achievement of the objects and to invest in the name of the Society such parts of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the objects of the Society; (ii) to enter into contracts on behalf of the Society. Appointment and retirement of trustees 28. The trustees of the Society shall by appointed by general meetings, each individual appointment for a term of office not exceeding the number of successive years specified in the Rules. No person may be appointed as a trustee: (i) unless he or she has attained the age of 18 years; (ii) in circumstances such that, had he or she already been a trustee, he or she would have been disqualified from acting under provisions of Article 31; (iii) unless he or she has been a member of the Society for at least 2 years and unless all moneys then payable by him or her to the Society have been paid; and (iv) unless he or she has been elected by a ballot preceding the general meeting, which has been open to all members eligible to vote under regulations determined by the trustees and adopted by general resolution. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 29. Subject as aforesaid, the Society may by an ordinary resolution appoint a person who, not having been duly elected in accordance with Article 28(iv), is willing to act to be a trustee either to fill a vacancy or as an additional trustee and may also determine the rotation in which any additional trustees are to retire. A trustee so appointed shall hold office only until the next following annual general meeting. If not reappointed having been duly elected in accordance with Article 28(iv), she or he shall vacate office at the conclusion thereof. Disqualification and removal of trustees 30. A trustee shall cease to hold office if he or she: (i) ceases to be a trustee by virtue of any provision in the Act or is disqualified from acting as a trustee by virtue of the Charities Act 2006 (or any statutory re-enactment or modification of that provision); (ii) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; (iii) resigns his or her office by notice to the Society (but only if at least three trustees will remain in office when the notice of resignation is to take effect); (iv) is absent without the permission of the trustees from all their meetings held within a period of six months; or (v) is removed from office by resolution duly passed pursuant to section 168 of the Companies Act 2006. Trustees’ expenses 31. The trustees may receive any payments made in accordance with the provisions of Clause 5(ii) of the memorandum, but shall otherwise be paid no remuneration. Trustees’ appointments Subject to the provisions of the Statutes and to clause 5 of the memorandum, the trustees may appoint one or more of their number to any unremunerated executive office under the Society. Any such appointment may be made upon such terms as the trustees determine. Any appointment of a trustee to an executive office shall terminate if he or she ceases to be a trustee. Except to the extent permitted by clause 5 of the memorandum, no trustee shall take or hold any interest in property belonging to the Society or receive remuneration or be interested otherwise than as a trustee in any other contract to which the Society is a party. Save for a vote under section 175(4) of the Companies Act 2006 authorising any conflict of interest which the trustee or any other interested trustee may have or where the terms of authorisation of such conflict provide that the trustee may not Memorandum and Articles of Association – British Transplantation Society Company number 4691176 vote in situations prescribed by the trustees when granting such authorisation, a trustee shall be entitled to vote on any resolution and (whether or not he shall vote) shall be counted in the quorum or on any resolution which in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever and if he shall vote on any resolution as aforesaid his vote shall be counted. 35. For the purposes of Article 34: (i) a general notice to the trustees that a trustee is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; (ii) an interest of which a trustee has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his; and (iii) an interest of a person who is for any purpose of the Statutes (excluding any statutory modification not in force when these Articles were adopted) connected with a trustee shall be treated as an interest of the trustee. Proceedings of trustees Subject to the provisions of the articles, the trustees may regulate their proceedings as they think fit. A trustee or the Secretary may, and the Secretary at the request of a trustee shall, call a meeting of the trustees. It shall not be necessary to give notice of a meeting to a trustee who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case or an equality of votes, the chairperson shall have a second or casting vote. The quorum for the transaction of the business of the trustees may be fixed by the trustees but shall not be less than half the number of trustees. The trustees may act notwithstanding any vacancies in their number, but, if the number of trustees is less than the number fixed as the quorum, the continuing trustees or trustee may act only for the purpose of filling vacancies or calling a general meeting. The trustees may appoint one of their number to be the chairperson of their meetings and may at any time remove him or her from that office. The trustee so appointed shall preside at every meeting of trustees at which he or she is present. If no trustee holds that office or if the trustee holding it is not present within ten minutes after the time appointed for the meeting, the trustees present may appoint one of their number as chairperson of the meeting. The trustees may appoint one or more sub-committees consisting of one or more trustees for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the trustees would be more conveniently undertaken or carried out by a sub-committee: provided that a trustee shall be appointed chairperson and that all acts and proceedings of any such sub-committees Memorandum and Articles of Association – British Transplantation Society Company number 4691176 shall be fully and promptly reported in writing to the trustees, who shall duly record their approval of such acts and proceedings. 41.All acts done by a meeting of trustees, or a committee of trustees, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any trustee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a trustee and had been entitled to vote. A resolution in writing, signed or assented to by all the trustees entitled to receive notice of a meeting of trustees shall be as valid and effective as if it had been passed at a meeting of trustees. Such a resolution may consist of several documents in the same form, each signed by one or more of the trustees, or one document on which shall be recorded by the Secretary the assent of all the trustees. Any bank account in which any part of the assets of the Society is deposited shall be operated by the Secretary on behalf of the trustees and shall indicate the name of the Society and its charitable status. All cheques and orders for the payment of money from such account shall normally be signed by at least two trustees, except that the trustees may authorise that such cheques and orders up to a certain sum may be signed by the Secretary or one trustee alone. If, and as a consequence of section 175(6) of the Companies Act 2006 a trustee cannot vote or be counted in the quorum at a meeting of the trustees then the following apply: (i) if the meeting is inquorate then the quorum for that purpose of that meeting shall be one; (ii) if notwithstanding Article 44(i) the meeting is still inquorate then it must be adjourned to enable the members of the Society to authorise any situation in which a trustee has a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Society. The secretary 45. Subject to the provisions of the Statutes, the Secretary shall be appointed by the trustees for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed only by an ordinary resolution passed at a general meeting of the members. Minutes 46. The trustees shall ensure that the Secretary keeps minutes for the purpose: (i) (ii) of all appointments of officers made by the trustees; and of all proceedings at meetings of the Society and of the trustees and of committees including the names of the trustees present at each such meeting. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 Company seal 47. If the Society has a seal it shall only be used by the authority of the trustees. Any instrument to which the seal is affixed shall be signed by the Secretary or by one or more trustees. Accounts Accounts shall be prepared in accordance with the provisions of the Companies Act 2006. The accounts shall be subject to independent audit as required by the regulations. No member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or authorised by the Directors or by ordinary resolution of the Company. Annual report 50. The trustees shall comply with their obligations under the Charities Act 1992 (or any subsequent re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners Annual return 51. The trustees shall comply with their obligations under the Charities Act 2006 (or any subsequent re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners. Notices Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of the trustees need not be in writing. The Society may give any notice to a member either personally or by sending it by email or by post in a prepaid envelope addressed to the member at the address notified by him or her to the Secretary or by leaving it at that address or by giving it in electronic form to an address for the time being notified to the Company by the member. Any member present in person at any meeting of the Society shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called. Proof that an envelope contained a notice was properly addressed; prepaid and posted shall be conclusive evidence that the notice was given. Proof that a notice in electronic form was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted to an address in the United Kingdom or, in the case of a notice contained in electronic form, at the expiration of 24 hours after the time it was sent. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 Indemnity Subject to the provisions of, and so far as may be permitted by, the Statutes but without prejudice to any indemnity to which the person concerned may be otherwise entitled, the Company may indemnify every trustee or other officer or auditor of the Society out of the assets of the Society against any liability incurred by him or her in that capacity in defending proceedings, whether civil or criminal, in which judgement is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Society. The payment of any premium in respect of any indemnity insurance to cover the liability of the trustees (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Society shall be made: Provided that any such insurance shall not extend to any claim arising from any act of omission which the trustees (or any of them) knew was a breach of duty or breach of trust or which was committed by the trustees (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not. Rules 58. The trustees may from time to time make such rules as they deem necessary or expedient or convenient for the proper conduct and management of the Society and for the purposes of prescribing classes and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may wish such rules to regulate: (i) the admission and classification of members of the Society (including the admission of organisations to membership) and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members; (ii) the conduct of members of the Society in relation to one another, and to the Society’s servants; (iii) the setting aside of the whole or any part or parts of the Society’s premises at any particular time or times or for any particular purpose or purposes; (iv) the procedure at general meetings and meetings of the trustees and committees of the trustees in so far as any such procedure is not regulated by the articles; (v) generally, all such matters as are commonly the subject matter of company rules. provided, nevertheless, that no rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in the memorandum of association of the Society or these Articles. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 59. The Society in general meeting shall have the power to alter, add or repeal the rules and the trustees shall adopt such means as they think sufficient to bring to the notice of the members of the Society all such rules, which shall be binding on all members of the Society provided that no rule shall be inconsistent with, or shall have the affect or repeal anything contained in, the memorandum and articles. Documents Sent in Electronic Form or By Means of a Website Where the Statutes permit the Society to send documents or notices to its members in electronic form or by means of a website, the documents will be validly sent provided the Society complies with the requirements of the Statutes. Subject to any requirement of the Statutes documents and notices may be sent to the Society in electronic form to the address specified by the Society for that purpose and such documents or notices sent to the Society are sufficiently authenticated if the identity of the sender is confirmed in the way the Society has specified. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 Rules of the British Transplantation Society The Society’s governing instrument is its memorandum and articles of association. These Rules are made under article 58. The Society members shall be elected pursuant to Rules 2, 3 and 4. Members shall be members of the British Transplantation Society (“BTS”), with a limited liability of £1.00. Members shall consist of ordinary members (“Ordinary Members”), associate members (“Associate Members”) and international associate members (“International Associate Members”). All members of the BTS at the time of its incorporation shall continue to be members with the same status (Ordinary or Associate) as before with the same rights, privileges and duties as set out in these Rules. Applicants for membership shall send to the Secretary their name and qualifications on an application form provided for the purpose. Each application must be supported by at least two members who have personal knowledge of the applicant and who can certify the applicant’s qualifications, experience and interests as being within the remit of the Society. Applicants must accept the Rules of the Society and by signing the application form members agree to be bound by the Rules of the Society and the Articles. All applications for membership must be approved by the meeting of the Board immediately following receipt of the application and in any event within [3] months of receipt of the application, before the benefits and privileges of membership are granted. Ordinary Members whose income falls below a level determined from time to time by the Board may be eligible for reduced membership. Following retirement from their main employment, members may apply to the Board to continue their membership, with full privileges of membership, but without payment of the annual subscription. To be a member, the individual must be registered with a professional body but only if this is appropriate for their particular interest, for example the General Medical Council, the Nursery and Midwifery Council or other such body. If a member is struck off their professional register or has been reported or is under investigation by any professional body or other regulatory authority or, in the opinion of the Board, has acted or omitted to act in such a manner that is harmful, prejudicial or otherwise damages the reputation of the Society, then the Board will at its absolute discretion be entitled to terminate such member’s membership with immediate effect. Each member shall pay an annual subscription. The level of subscription shall be set by the Board and shall be payable in advance, being due on 1st January each year. No applicant shall be admitted to membership until the first annual subscription has been paid. Applicants admitted to membership after 1st October shall not be liable for payment of any subscription until the following 1st January. Associate Members shall have the same privileges as Ordinary Members but shall not be members of the company; they shall not pay membership fees and shall not attend the company’s Annual General Meeting. International Associate Members shall have limited privileges of membership. They shall not be members of the company. They shall not be entitled to attend the company’s Annual General Meeting and or be entitled to vote. They shall pay a reduced membership fee and they shall not be entitled to apply for fellowships or bursaries. Memorandum and Articles of Association – British Transplantation Society Company number 4691176 The Board shall, at its discretion, nominate persons of distinction in the field of transplantation to become honorary members (“Honorary Members”). Honorary Members shall not be required to pay an annual subscription, but shall enjoy full privileges of Ordinary Members. Resignation of membership must be made in writing to the Secretary, and the member resigning shall be liable for the payment of the annual subscription for the current year, together with any arrears or monies owing up to the date of resignation. Any member whose subscription is more than one year in arrears and who has been duly notified in writing of the fact shall, if the Board in its absolute discretion sees fit, cease to be a member of the Society and of the company. Persons having ceased to be members because of subscription arrears shall be eligible for re-election to the Society as set out in Rule 2. Commercial companies having an interest within the remit of the Society may apply for corporate partnership (“Corporate Partnership”) with the Society. The benefits conferred by Corporate Partnership and the level of Corporate Partnership shall be described in the Society’s Statement of Recommended Practice. Applications for Corporate Partnership shall be considered and approved by the Board. The directors of the company shall be the President, Vice-President, Treasurer and Secretary. The trustees shall be the President, Vice-President, Treasurer and Secretary. The Society Council shall consist of the trustees, three councillors without portfolio and seven councillors representing a specific constituency, all elected by the members, and co-opted persons. The Board shall have the power to co-opt persons to the Council in the event of an unforeseen vacancy, or to support the work of the Council. Co-opted persons shall usually be the chairpersons of the Society Committees or representatives of other societies or associations whose work is relevant to the aims of the Society. The Council shall meet three times each year including a meeting at the same time as the Annual Congress. The quorum of any Council meeting shall be six councillors, two of whom must be trustees. The President shall be elected by the membership for a period of four years, the first two of which will be served as Vice-President. At any time there shall be a President and a Vice-President in office. A member serving as President shall not be eligible for re-election within one year of their retirement. The council will be made up as follows: President (2 year term) Vice President (2 year term prior to becoming President) Secretary (3 year term) Treasurer (5 year term) President of the Carrel Club (elected by Carrel Club members) Archivist (appointed by Council) Chairman of sub committees: 1. Ethics - elected by ethics sub committee 2. Training - elected by training sub committee 3. Research - appointed by Council 4. Standards - appointed by Council Councillors without portfolio - 3 councillors, 1 elected per year for a term of 3 years each Councillor with a particular constituency (3 year term each) as follows: Transplant surgery (1) Memorandum and Articles of Association – British Transplantation Society Company number 4691176 Transplant nephrology (1) Liver transplantation (1) Cardiothoracic transplantation (1) Basic Science (1) Histocompatibility (1) Donor transplant coordination (1) Recipient Co-ordination and nursing (1) 12.Each year, not less than two months before the Annual General Meeting, the Secretary shall circulate to the membership the names of the existing Council and seek nominations to replace any retiring officer and the two retiring councillors. Nominations must be supported by two members, each nomination must be accompanied by a written statement from the nominee that he or she is willing to serve, together with a short curriculum vitae. Candidates for election to membership of Council must have been members of the Society for a minimum of two years. The closing date for nominations shall not be less than 4 weeks from the date of the call for nominations. The Board shall have absolute discretion in respect of any matters concerning the interpretation of the Rules and the Board’s decision will be final. The Society shall establish Committees with a remit to manage specified aspects of the Society’s activities. There shall be a minimum of Ethics, Training, Standards and Clinical Research Committees. Each Committee shall have a chairperson elected by the members for a period of three years. Committee members may be appointed by the Council, according to their interests in the specific field taking into account their expertise. The responsibilities of the Committees and of the Committee chairpersons shall be set out in the Statement of Recommended Practice. No Committee shall act independently of the Society Council and all financial matters will remain with the Board. Each committee chairperson shall be a member of Council and shall report to Council on the activities of the Committee. Committee members shall not be eligible for re-election within one year of their retirement from the Committee. 15.The Society shall hold an Annual Congress where members shall have an opportunity to discuss their research and any scientific, clinical or other matters of relevance. A non-member may submit a scientific communication to the Congress at the invitation of Council or after proposal by a member. There will be a time specified at the Annual Congress for the Annual General Meeting of the Company and for a business meeting of the Society. The AGM and the business meeting of the Society shall only be open to company Members. The proceedings of meetings may only be communicated to the press or media with the written consent of the Board. The Rules may be altered only at a general meeting (AGM or GM) and only after notice has been given in writing to all the members at least two months prior to, and inclusive of, the date of the meeting. No alteration shall be made unless two-thirds of those voting are in favour. Any alteration must accord with the regulations set out in the Statutes. Revised version approved by membership, 11th March 2011 Memorandum and Articles of Association – British Transplantation Society Company number 4691176 C.R.K. Dudley Secretary Memorandum and Articles of Association – British Transplantation Society Company number 4691176 \")])}\nvar staticRenderFns = []\n\nexport { render, staticRenderFns }","\n\t\n\t\tThe Companies Acts 1985 - 2006 A Company Limited by Guarantee and not having\n\t\ta share capital Memorandum and Articles of Association The British\n\t\tTransplantation Society Private Limited Company Number: 4691176 Incorporated\n\t\ton: March, 10th 2003 Memorandum and Articles of Association – British\n\t\tTransplantation Society Company number 4691176 The Companies Acts 1985 and\n\t\t2006 Company Limited by Guarantee and not having a Share Capital Memorandum\n\t\tof Association of The British Transplantation Society The name of the\n\t\tcompany is the British Transplantation Society (BTS) and in this document is\n\t\tcalled the Society. The Society’s registered office is to be situated in\n\t\tEngland and Wales. The objects of the Society (The Objects) shall be to\n\t\tadvance transplantation by: - the study of the biological, clinical and\n\t\tsocial problems of tissue and organ transplantation - facilitating contact\n\t\tbetween persons interested in transplantation - making new knowledge\n\t\tavailable to any person for the general good of the community - retaining\n\t\tintellectual property rights over its activities - pursuing other matters\n\t\trelevant to transplantation In furtherance of the Objects but not otherwise\n\t\tthe Society may exercise the following powers: (i) to draw, make, accept,\n\t\tendorse, discount, execute and issue promissory notes, bills, cheques and\n\t\tother instruments, and to operate bank accounts in the name of the Society;\n\t\t(ii) to raise funds and to invite and receive contributions; providing that\n\t\tin raising funds the Society shall not undertake any permanent trading\n\t\tactivities and shall conform to any relevant statutory regulations; (iii) to\n\t\tacquire, alter, improve and (subject to such consents as may be required by\n\t\tlaw) to charge or otherwise dispose of property, rights or privileges; (iv)\n\t\tsubject to such consents as may be required by law to borrow or raise money\n\t\tfor the purposes of the Society on such terms and on such security as may be\n\t\tthought fit; (v) to invest the moneys of the Society not immediately\n\t\trequired for its purpose in or upon such investments, securities or property\n\t\tas may be thought fit, subject to such conditions (if any) and Memorandum\n\t\tand Articles of Association – British Transplantation Society Company number\n\t\t4691176 such consents (if any) imposed or required by law and subject also\n\t\thereinafter provided; (vi) to invest the moneys of the Society in shares of\n\t\ta private company or private companies limited by shares provided that such\n\t\tcompanies shall be wholly owned subsidiaries of the Society; (vii) subject\n\t\tto clause 5 below to employ staff, who shall not be directors of the Society\n\t\t(hereinafter referred to as the trustees), as are necessary for the proper\n\t\tpursuit of the Objects and to make all reasonable and necessary provision\n\t\tfor the payment of pensions and superannuation to staff and their\n\t\tdependents; (viii) to establish or support any charitable trusts,\n\t\tassociations or institutions formed for all or any of the Objects; (ix) to\n\t\tco-operate with other organisations and bodies operating in furtherance of\n\t\tthe Objects or similar charitable purposes and to exchange information and\n\t\tadvice with them; (x) to pay out the funds of the Society the costs, charges\n\t\tand expenses of and incidental to the formation and registration of the\n\t\tSociety; (xi) to do all such other lawful things as are necessary for the\n\t\tachievement of the Objects The income and property of the Society shall be\n\t\tapplied solely towards the promotion of the Objects and no part shall be\n\t\tpaid or transferred, directly or indirectly, by way of dividend, bonus or\n\t\totherwise by way of profit, to members of the Society, and no trustee shall\n\t\tbe appointed to any office of the Society which is remunerated by way of\n\t\teither fees or the receipt of any other benefit in money or money’s worth\n\t\tfrom the Society; Provided that nothing in this document shall prevent any\n\t\tpayment by the Society: (i) of reasonable and proper remuneration for any\n\t\tservices rendered to the Society by any member, officer or servant of the\n\t\tSociety who is not a trustee (ii) to any member or trustee of reasonable\n\t\tout-of-pocket expenses incurred or to be incurred in attending scientific\n\t\tmeetings relevant to the promotion of the Objects or otherwise in attending\n\t\tto the Society’s activities. The liability of the members is limited. Every\n\t\tmember of the Society undertakes to contribute such amount as may be\n\t\trequired (not exceeding £1) to the Society’s assets if it should be wound up\n\t\twhile he or she is a member or within one year after he or she ceases to be\n\t\ta member, and of the costs, charges and expenses of winding up, and for the\n\t\tadjustment of the rights of the contributories among themselves. Memorandum\n\t\tand Articles of Association – British Transplantation Society Company number\n\t\t4691176 8. If the Society is wound up or dissolved and after all its debts\n\t\tand liabilities have been satisfied there remains any property it shall not\n\t\tbe paid or distributed among the members of the Society, but shall be given\n\t\tor transferred to some other charity or charities having objects similar to\n\t\tthe Objects which prohibits the distribution of its or their income and\n\t\tproperty to an extent at least as great as is imposed on the Society by\n\t\tclause 5 above, chosen by the members of the Society at or before time of\n\t\tdissolution and if that cannot be done then to some other charitable object.\n\t\tWE, the persons whose names and addresses are written below, wish to be\n\t\tformed into a company under this memorandum of association. Signatures,\n\t\tNames and Addresses of Subscribers Dr Phillip Arthur DYER 23 Nuttall Hall\n\t\tRoad Ramsbottom BURY Lancashire BL0 0AS Mr John L R FORSYTHE South Cottage\n\t\tMitchell Hall Hadington East Lothian EH41 4LB Professor Stephen POWIS 51\n\t\tMayford Road London SW12 8SE Dated February 5th, 2003 Witness to the above\n\t\tsignatures Mrs Susan STUART 46 Heysbank Road Disley Stockport SK12 2DF\n\t\tMemorandum and Articles of Association – British Transplantation Society\n\t\tCompany number 4691176 The Companies Acts 1985 and 2006 Company Limited by\n\t\tGuarantee and not having a Share Capital Articles of Association of The\n\t\tBritish Transplantation Society Interpretation 1. In these articles: - the\n\t\tAct means the Companies Act 1985 including any statutory modification or\n\t\tre-enactment thereof for the time being in force; - the Articles means these\n\t\tArticles of Association of the Society; - the Board means the board of\n\t\tdirectors for the time being of the Society; - Companies Act 1985 the\n\t\tCompanies Act 1985 (as amended from time to time) - Companies Act 2006 the\n\t\tCompanies Act 2006 (as amended from time to time) - connected in relation to\n\t\ta director of the Company has the meaning given in section 252 of the\n\t\tCompanies Act 2006 - clear days in relation to the period of a notice means\n\t\tany period excluding the day when the notice is given or deemed to be given\n\t\tand the day for which it is given or on which it is to take effect; -\n\t\tdirectors the directors for the time being of the Society or (as the context\n\t\tshall require) any of them acting as the board of directors of the Company;\n\t\t- electronic address any address or number used for the purposes of sending\n\t\tor receiving documents or information by electronic means; - electronic form\n\t\tand electronic means have the meaning given in section 1168 of the Companies\n\t\tAct 2006; - executed includes any mode of execution; - hard copy form has\n\t\tthe meaning given in section 1168 of the Companies Act 2006; - the\n\t\tmemorandum means the memorandum of association of the Society; - office\n\t\tmeans the registered office of the Society; - ordinary resolution has the\n\t\tmeaning given in section 282 of the Companies Act 2006; - the seal means the\n\t\tcommon seal of the Society if it has one; - Secretary means the person\n\t\tappointed by the directors to perform the duties of the secretary of the\n\t\tcompany - the Society means the company intended to be regulated by these\n\t\tarticles; - special resolution has the meaning given in section 283 of the\n\t\tCompanies Act 2006; - the Statutes the Companies Acts as defined in section\n\t\t2 of the Companies Act 2006 and every other statute, order, regulation,\n\t\tinstrument or other subordinate legislation for the time being in force\n\t\trelating to companies affecting the Society; - the trustees means the\n\t\tdirectors of the Society (and trustee has a corresponding meaning) - the\n\t\tUnited Kingdom means Great Britain and Northern Ireland; and - in writing\n\t\thard copy form or to the extent agreed (or deemed to be agreed by virtue of\n\t\ta provision of the Statutes) electronic form or website communication.\n\t\tMemorandum and Articles of Association – British Transplantation Society\n\t\tCompany number 4691176 Subject as aforesaid, words or expressions contained\n\t\tin these Articles shall, unless the context requires otherwise, bear the\n\t\tsame meaning as in the Act. References to any Statute or statutory provision\n\t\tinclude, unless the context otherwise requires, a reference to that Statute\n\t\tor statutory provision as modified, replaced, re-enacted or consolidated and\n\t\tin force from time to time and any subordinate legislation made under the\n\t\trelevant Statute or statutory provision. Where the word “address” appears in\n\t\tthese Articles it is deemed to include postal address and, where applicable,\n\t\telectronic address. The expression “working day” in relation to a period of\n\t\tnotice means any day other than Saturday, Sunday and Christmas Day, Good\n\t\tFriday or any day that is a bank holiday under the Banking and Financial\n\t\tDealing Act 1971 in the part of the UK where the company is registered. The\n\t\texpression “clear days” in relation to a period of notice to call a meeting\n\t\tmeans the number of days referred to excluding the day when the notice is\n\t\tgiven and the day of the meeting. Members 2. (i) The subscribers to the\n\t\tmemorandum and such other persons or organisations as are admitted to\n\t\tmembership in accordance with the Rules made under Article 58 shall be\n\t\tmembers of the Society. No person may be admitted a member of the Society\n\t\tunless the trustees have approved his or her application for membership.\n\t\t3.2. The trustees shall have an absolute discretion in determining whether\n\t\tto accept or reject any application for membership and shall not be bound to\n\t\tassign any reason for their decision. (ii) Unless the trustees or the\n\t\tSociety in general meeting shall make other provision under Article 58 , the\n\t\ttrustees may in their absolute discretion permit any member of the Society\n\t\tto retire or withdraw from the Society, provided that after such retirement\n\t\tthe number of members is not less than three. General meetings The Society\n\t\tshall hold an annual general meeting each year in addition to any other\n\t\tmeetings in that year; and shall specify the meeting as such in the notices\n\t\tcalling it; and not more than fifteen months shall elapse between the date\n\t\tof one annual general meeting of the Society and that of the next: Provided\n\t\tthat so long as the Society holds its first annual general meeting within\n\t\teighteen months of incorporation, it need not hold it in the year of its\n\t\tincorporation or the following year. The annual general meeting shall be\n\t\theld at such times and places the trustees shall appoint. All general\n\t\tmeetings other than the annual general meeting shall be called general\n\t\tmeetings. The trustees may call general meetings and, on requisition of\n\t\tmembers pursuant to the provisions of the Act, shall forthwith proceed to\n\t\tconvene a general meeting for a date not later than eight weeks after\n\t\treceipt of the requisition. Memorandum and Articles of Association – British\n\t\tTransplantation Society Company number 4691176 Notice of general meetings\n\t\tAll general meetings, including Annual General Meetings, shall be called by\n\t\tat least fourteen clear days’ notice. All general meetings may be called by\n\t\tshorter notice if it is so agreed in accordance with section 307(4) of the\n\t\tCompanies Act 2006. The notice shall specify the time and place of the\n\t\tmeeting and the general nature of the business to be transacted and, in the\n\t\tcase of the Annual General Meeting, shall specify the meeting as such. The\n\t\tnotice shall be given to all the members and to the trustees and the\n\t\tauditors. The accidental omission to give notice of a meeting to, or the\n\t\tnon-receipt of a notice of a meeting by, any person entitled to receive\n\t\tnotice shall not invalidate the proceedings at that meeting. Every notice\n\t\tconvening a general meeting shall be given in accordance with section 308 of\n\t\tthe Companies Act 2006 that is, in hard copy form, electronic form or by\n\t\tmeans of a website. The Society may send a notice of meeting by making it\n\t\tavailable on a website or by sending it in electronic form and if notice is\n\t\tsent in either way it will be valid provided it complies with the relevant\n\t\tprovisions of the Companies Act 2006. Proceedings at general meetings No\n\t\tbusiness shall be transacted by any meeting unless a quorum is present. 5%\n\t\tof the membership or ten members (whichever is the lower) entitled to vote\n\t\tupon the business to be transacted shall constitute a quorum. If a quorum is\n\t\tnot present within half an hour from the time appointed for the meeting, or\n\t\tif during the meeting a quorum ceases to be present, the meeting shall stand\n\t\tadjourned to such a time and place as the trustees may determine. The\n\t\tPresident, or in his or her absence some other trustee nominated by the\n\t\ttrustees shall preside as chairperson of the meeting, but if neither the\n\t\tchairperson nor such trustee (if any) be present within fifteen minutes\n\t\tafter the time appointed for holding the meeting, the trustees present shall\n\t\telect one of their number to be chairperson and, if there is only one\n\t\ttrustee present he or she shall be the chairperson. If there is no trustee\n\t\tpresent within fifteen minutes after the time appointed for holding the\n\t\tmeeting, the members present and entitled to vote shall choose one of their\n\t\tnumber to be chairperson. The chairperson may, with the consent of the\n\t\tmeeting at which a quorum is present (and shall if so directed by the\n\t\tmeeting) adjourn the meeting from time to time, and from place to place, but\n\t\tno business shall be transacted at any adjourned meeting other than business\n\t\twhich might have been transacted at the meeting had the adjournment not\n\t\ttaken place. When a meeting is adjourned for five days or more, at least\n\t\tseven clear days’ notice shall be given specifying the time and place of the\n\t\tMemorandum and Articles of Association – British Transplantation Society\n\t\tCompany number 4691176 adjourned meeting and the general nature of the\n\t\tbusiness to be transacted. Otherwise it shall not be necessary to give any\n\t\tsuch notice. A resolution put to the vote of a meeting shall be decided on a\n\t\tshow of hands unless before, or on declaration of the result of the show of\n\t\thands, a poll is duly demanded. Subject to the provisions of the Act, a poll\n\t\tmay be demanded: (i) by the chairperson; or (ii) by at least six members\n\t\thaving the right to vote at the meeting Unless a poll is duly demanded a\n\t\tdeclaration by the chairperson that a resolution has been carried or carried\n\t\tunanimously, or by a particular majority, or lost, or not carried by a\n\t\tparticular majority and an entry to that effect in the minutes of the\n\t\tmeeting shall be conclusive evidence of the fact without proof of the number\n\t\tor proportion of the votes recorded in favour of or against that resolution.\n\t\tThe demand for a poll may be withdrawn, before the poll is taken, but only\n\t\twith the consent of the chairperson. The withdrawal of a demand for a poll\n\t\tshall not invalidate the result of a show of hands declared before the\n\t\tdemand for the poll was made. 17.A poll shall be taken as the chairperson\n\t\tdirects and he or she may appoint scrutineers (who need not be members of\n\t\tthe Society) and fix a time and place for declaring the results of the poll.\n\t\tThe result of the poll shall be deemed to be the resolution of the meeting\n\t\tat which the poll is demanded. In the case of an equality of votes, whether\n\t\ton a show of hands or on a poll, the chairperson shall be entitled to a\n\t\tcasting vote in addition to any other vote he or she may have. A poll\n\t\tdemanded on the election of a chairperson or on a question of adjournment\n\t\tshall be taken immediately. A poll demanded on any other question shall be\n\t\ttaken immediately or at such time and place as the chairperson directs not\n\t\tbeing more than thirty days after the poll is demanded. If a poll is\n\t\tdemanded before the declaration of the result of a show of hands and the\n\t\tdemand is duly withdrawn, the meeting shall continue as if the demand had\n\t\tnot been made. No notice need be given of a poll not taken immediately if\n\t\tthe time and place at which it is taken are announced at the meeting at\n\t\twhich it is demanded. In other cases at least seven clear days’ notice shall\n\t\tbe given specifying the time and place at which the poll is to be taken.\n\t\tVotes of members Subject to Article 18 above, every member shall have one\n\t\tvote. No member shall be entitled to vote at any general meeting unless all\n\t\tmoneys then payable by him or her to the Society have been paid. No\n\t\tobjection shall be raised to the qualification of any voter except at the\n\t\tmeeting or adjourned meeting at which the vote objected to is tendered, and\n\t\tevery vote not disallowed at the meeting shall be valid. Any objection made\n\t\tin due time shall be referred to the chairperson whose decision shall be\n\t\tfinal and conclusive. Memorandum and Articles of Association – British\n\t\tTransplantation Society Company number 4691176 Trustees 24. The number of\n\t\ttrustees shall be four. 25. The first trustees shall be those named in the\n\t\tstatement delivered pursuant to section 10(2) of the Act, who shall be\n\t\tdeemed to have been appointed under the articles. Future trustees shall be\n\t\tappointed as provided subsequently in the articles. Powers of trustees\n\t\tSubject to the provisions of the Statutes, the memorandum and the articles\n\t\tand to any directions given by special resolution, the business of the\n\t\tSociety shall be managed by the trustees who may exercise all the powers of\n\t\tthe Society. No alteration of the memorandum or the articles and no such\n\t\tdirection shall invalidate any prior act of the trustees which would have\n\t\tbeen valid if that alteration had not been made or that direction not been\n\t\tgiven. The powers given by this article shall not be limited by any special\n\t\tpower given to trustees by the articles and a meeting of trustees at which a\n\t\tquorum is present may exercise all the powers exercisable by the trustees.\n\t\tIn addition to all the powers hereby expressly conferred upon them and\n\t\twithout detracting from the generality of their powers under the articles\n\t\tthe trustees shall have the following powers: (i) to expend the funds of the\n\t\tSociety in such a manner as they shall consider most beneficial for the\n\t\tachievement of the objects and to invest in the name of the Society such\n\t\tparts of the funds as they may see fit and to direct the sale or\n\t\ttransposition of any such investments and to expend the proceeds of any such\n\t\tsale in furtherance of the objects of the Society; (ii) to enter into\n\t\tcontracts on behalf of the Society. Appointment and retirement of trustees\n\t\t28. The trustees of the Society shall by appointed by general meetings, each\n\t\tindividual appointment for a term of office not exceeding the number of\n\t\tsuccessive years specified in the Rules. No person may be appointed as a\n\t\ttrustee: (i) unless he or she has attained the age of 18 years; (ii) in\n\t\tcircumstances such that, had he or she already been a trustee, he or she\n\t\twould have been disqualified from acting under provisions of Article 31;\n\t\t(iii) unless he or she has been a member of the Society for at least 2 years\n\t\tand unless all moneys then payable by him or her to the Society have been\n\t\tpaid; and (iv) unless he or she has been elected by a ballot preceding the\n\t\tgeneral meeting, which has been open to all members eligible to vote under\n\t\tregulations determined by the trustees and adopted by general resolution.\n\t\tMemorandum and Articles of Association – British Transplantation Society\n\t\tCompany number 4691176 29. Subject as aforesaid, the Society may by an\n\t\tordinary resolution appoint a person who, not having been duly elected in\n\t\taccordance with Article 28(iv), is willing to act to be a trustee either to\n\t\tfill a vacancy or as an additional trustee and may also determine the\n\t\trotation in which any additional trustees are to retire. A trustee so\n\t\tappointed shall hold office only until the next following annual general\n\t\tmeeting. If not reappointed having been duly elected in accordance with\n\t\tArticle 28(iv), she or he shall vacate office at the conclusion thereof.\n\t\tDisqualification and removal of trustees 30. A trustee shall cease to hold\n\t\toffice if he or she: (i) ceases to be a trustee by virtue of any provision\n\t\tin the Act or is disqualified from acting as a trustee by virtue of the\n\t\tCharities Act 2006 (or any statutory re-enactment or modification of that\n\t\tprovision); (ii) becomes incapable by reason of mental disorder, illness or\n\t\tinjury of managing and administering his or her own affairs; (iii) resigns\n\t\this or her office by notice to the Society (but only if at least three\n\t\ttrustees will remain in office when the notice of resignation is to take\n\t\teffect); (iv) is absent without the permission of the trustees from all\n\t\ttheir meetings held within a period of six months; or (v) is removed from\n\t\toffice by resolution duly passed pursuant to section 168 of the Companies\n\t\tAct 2006. Trustees’ expenses 31. The trustees may receive any payments made\n\t\tin accordance with the provisions of Clause 5(ii) of the memorandum, but\n\t\tshall otherwise be paid no remuneration. Trustees’ appointments Subject to\n\t\tthe provisions of the Statutes and to clause 5 of the memorandum, the\n\t\ttrustees may appoint one or more of their number to any unremunerated\n\t\texecutive office under the Society. Any such appointment may be made upon\n\t\tsuch terms as the trustees determine. Any appointment of a trustee to an\n\t\texecutive office shall terminate if he or she ceases to be a trustee. Except\n\t\tto the extent permitted by clause 5 of the memorandum, no trustee shall take\n\t\tor hold any interest in property belonging to the Society or receive\n\t\tremuneration or be interested otherwise than as a trustee in any other\n\t\tcontract to which the Society is a party. Save for a vote under section\n\t\t175(4) of the Companies Act 2006 authorising any conflict of interest which\n\t\tthe trustee or any other interested trustee may have or where the terms of\n\t\tauthorisation of such conflict provide that the trustee may not Memorandum\n\t\tand Articles of Association – British Transplantation Society Company number\n\t\t4691176 vote in situations prescribed by the trustees when granting such\n\t\tauthorisation, a trustee shall be entitled to vote on any resolution and\n\t\t(whether or not he shall vote) shall be counted in the quorum or on any\n\t\tresolution which in any way concerns or relates to a matter in which he has,\n\t\tdirectly or indirectly, any kind of interest whatsoever and if he shall vote\n\t\ton any resolution as aforesaid his vote shall be counted. 35. For the\n\t\tpurposes of Article 34: (i) a general notice to the trustees that a trustee\n\t\tis to be regarded as having an interest of the nature and extent specified\n\t\tin the notice in any transaction or arrangement in which a specified person\n\t\tor class of persons is interested shall be deemed to be a disclosure that\n\t\tthe director has an interest in any such transaction of the nature and\n\t\textent so specified; (ii) an interest of which a trustee has no knowledge\n\t\tand of which it is unreasonable to expect him to have knowledge shall not be\n\t\ttreated as an interest of his; and (iii) an interest of a person who is for\n\t\tany purpose of the Statutes (excluding any statutory modification not in\n\t\tforce when these Articles were adopted) connected with a trustee shall be\n\t\ttreated as an interest of the trustee. Proceedings of trustees Subject to\n\t\tthe provisions of the articles, the trustees may regulate their proceedings\n\t\tas they think fit. A trustee or the Secretary may, and the Secretary at the\n\t\trequest of a trustee shall, call a meeting of the trustees. It shall not be\n\t\tnecessary to give notice of a meeting to a trustee who is absent from the\n\t\tUnited Kingdom. Questions arising at a meeting shall be decided by a\n\t\tmajority of votes. In the case or an equality of votes, the chairperson\n\t\tshall have a second or casting vote. The quorum for the transaction of the\n\t\tbusiness of the trustees may be fixed by the trustees but shall not be less\n\t\tthan half the number of trustees. The trustees may act notwithstanding any\n\t\tvacancies in their number, but, if the number of trustees is less than the\n\t\tnumber fixed as the quorum, the continuing trustees or trustee may act only\n\t\tfor the purpose of filling vacancies or calling a general meeting. The\n\t\ttrustees may appoint one of their number to be the chairperson of their\n\t\tmeetings and may at any time remove him or her from that office. The trustee\n\t\tso appointed shall preside at every meeting of trustees at which he or she\n\t\tis present. If no trustee holds that office or if the trustee holding it is\n\t\tnot present within ten minutes after the time appointed for the meeting, the\n\t\ttrustees present may appoint one of their number as chairperson of the\n\t\tmeeting. The trustees may appoint one or more sub-committees consisting of\n\t\tone or more trustees for the purpose of making any inquiry or supervising or\n\t\tperforming any function or duty which in the opinion of the trustees would\n\t\tbe more conveniently undertaken or carried out by a sub-committee: provided\n\t\tthat a trustee shall be appointed chairperson and that all acts and\n\t\tproceedings of any such sub-committees Memorandum and Articles of\n\t\tAssociation – British Transplantation Society Company number 4691176 shall\n\t\tbe fully and promptly reported in writing to the trustees, who shall duly\n\t\trecord their approval of such acts and proceedings. 41.All acts done by a\n\t\tmeeting of trustees, or a committee of trustees, shall, notwithstanding that\n\t\tit be afterwards discovered that there was a defect in the appointment of\n\t\tany trustee or that any of them were disqualified from holding office, or\n\t\thad vacated office, or were not entitled to vote, be as valid as if every\n\t\tsuch person had been duly appointed and was qualified and had continued to\n\t\tbe a trustee and had been entitled to vote. A resolution in writing, signed\n\t\tor assented to by all the trustees entitled to receive notice of a meeting\n\t\tof trustees shall be as valid and effective as if it had been passed at a\n\t\tmeeting of trustees. Such a resolution may consist of several documents in\n\t\tthe same form, each signed by one or more of the trustees, or one document\n\t\ton which shall be recorded by the Secretary the assent of all the trustees.\n\t\tAny bank account in which any part of the assets of the Society is deposited\n\t\tshall be operated by the Secretary on behalf of the trustees and shall\n\t\tindicate the name of the Society and its charitable status. All cheques and\n\t\torders for the payment of money from such account shall normally be signed\n\t\tby at least two trustees, except that the trustees may authorise that such\n\t\tcheques and orders up to a certain sum may be signed by the Secretary or one\n\t\ttrustee alone. If, and as a consequence of section 175(6) of the Companies\n\t\tAct 2006 a trustee cannot vote or be counted in the quorum at a meeting of\n\t\tthe trustees then the following apply: (i) if the meeting is inquorate then\n\t\tthe quorum for that purpose of that meeting shall be one; (ii) if\n\t\tnotwithstanding Article 44(i) the meeting is still inquorate then it must be\n\t\tadjourned to enable the members of the Society to authorise any situation in\n\t\twhich a trustee has a direct or indirect interest that conflicts, or\n\t\tpossibly may conflict, with the interests of the Society. The secretary 45.\n\t\tSubject to the provisions of the Statutes, the Secretary shall be appointed\n\t\tby the trustees for such term, at such remuneration and upon such conditions\n\t\tas they may think fit; and any Secretary so appointed may be removed only by\n\t\tan ordinary resolution passed at a general meeting of the members. Minutes\n\t\t46. The trustees shall ensure that the Secretary keeps minutes for the\n\t\tpurpose: (i) (ii) of all appointments of officers made by the trustees; and\n\t\tof all proceedings at meetings of the Society and of the trustees and of\n\t\tcommittees including the names of the trustees present at each such meeting.\n\t\tMemorandum and Articles of Association – British Transplantation Society\n\t\tCompany number 4691176 Company seal 47. If the Society has a seal it shall\n\t\tonly be used by the authority of the trustees. Any instrument to which the\n\t\tseal is affixed shall be signed by the Secretary or by one or more trustees.\n\t\tAccounts Accounts shall be prepared in accordance with the provisions of the\n\t\tCompanies Act 2006. The accounts shall be subject to independent audit as\n\t\trequired by the regulations. No member shall (as such) have any right of\n\t\tinspecting any accounting records or other book or document of the Company\n\t\texcept as conferred by statute or authorised by the Directors or by ordinary\n\t\tresolution of the Company. Annual report 50. The trustees shall comply with\n\t\ttheir obligations under the Charities Act 1992 (or any subsequent\n\t\tre-enactment or modification of that Act) with regard to the preparation of\n\t\tan annual report and its transmission to the Commissioners Annual return 51.\n\t\tThe trustees shall comply with their obligations under the Charities Act\n\t\t2006 (or any subsequent re-enactment or modification of that Act) with\n\t\tregard to the preparation of an annual return and its transmission to the\n\t\tCommissioners. Notices Any notice to be given to or by any person pursuant\n\t\tto the articles shall be in writing except that a notice calling a meeting\n\t\tof the trustees need not be in writing. The Society may give any notice to a\n\t\tmember either personally or by sending it by email or by post in a prepaid\n\t\tenvelope addressed to the member at the address notified by him or her to\n\t\tthe Secretary or by leaving it at that address or by giving it in electronic\n\t\tform to an address for the time being notified to the Company by the member.\n\t\tAny member present in person at any meeting of the Society shall be deemed\n\t\tto have received notice of the meeting and, where necessary, of the purposes\n\t\tfor which it was called. Proof that an envelope contained a notice was\n\t\tproperly addressed; prepaid and posted shall be conclusive evidence that the\n\t\tnotice was given. Proof that a notice in electronic form was sent in\n\t\taccordance with guidance issued by the Institute of Chartered Secretaries\n\t\tand Administrators shall be conclusive evidence that the notice was given. A\n\t\tnotice shall be deemed to be given at the expiration of 48 hours after the\n\t\tenvelope containing it was posted to an address in the United Kingdom or, in\n\t\tthe case of a notice contained in electronic form, at the expiration of 24\n\t\thours after the time it was sent. Memorandum and Articles of Association –\n\t\tBritish Transplantation Society Company number 4691176 Indemnity Subject to\n\t\tthe provisions of, and so far as may be permitted by, the Statutes but\n\t\twithout prejudice to any indemnity to which the person concerned may be\n\t\totherwise entitled, the Company may indemnify every trustee or other officer\n\t\tor auditor of the Society out of the assets of the Society against any\n\t\tliability incurred by him or her in that capacity in defending proceedings,\n\t\twhether civil or criminal, in which judgement is given in his or her favour\n\t\tor in which he or she is acquitted or in connection with any application in\n\t\twhich relief is granted to him or her by the court from liability for\n\t\tnegligence, default, breach of duty or breach of trust in relation to the\n\t\taffairs of the Society. The payment of any premium in respect of any\n\t\tindemnity insurance to cover the liability of the trustees (or any of them)\n\t\twhich by virtue of any rule of law would otherwise attach to them in respect\n\t\tof any negligence, default, breach of duty or breach of trust of which they\n\t\tmay be guilty in relation to the Society shall be made: Provided that any\n\t\tsuch insurance shall not extend to any claim arising from any act of\n\t\tomission which the trustees (or any of them) knew was a breach of duty or\n\t\tbreach of trust or which was committed by the trustees (or any of them) in\n\t\treckless disregard of whether it was a breach of duty or breach of trust or\n\t\tnot. Rules 58. The trustees may from time to time make such rules as they\n\t\tdeem necessary or expedient or convenient for the proper conduct and\n\t\tmanagement of the Society and for the purposes of prescribing classes and\n\t\tconditions of membership, and in particular but without prejudice to the\n\t\tgenerality of the foregoing, they may wish such rules to regulate: (i) the\n\t\tadmission and classification of members of the Society (including the\n\t\tadmission of organisations to membership) and the rights and privileges of\n\t\tsuch members, and the conditions of membership and the terms on which\n\t\tmembers may resign or have their membership terminated and the entrance\n\t\tfees, subscriptions and other fees or payments to be made by members; (ii)\n\t\tthe conduct of members of the Society in relation to one another, and to the\n\t\tSociety’s servants; (iii) the setting aside of the whole or any part or\n\t\tparts of the Society’s premises at any particular time or times or for any\n\t\tparticular purpose or purposes; (iv) the procedure at general meetings and\n\t\tmeetings of the trustees and committees of the trustees in so far as any\n\t\tsuch procedure is not regulated by the articles; (v) generally, all such\n\t\tmatters as are commonly the subject matter of company rules. provided,\n\t\tnevertheless, that no rule or bye-law shall be inconsistent with, or shall\n\t\taffect or repeal anything contained in the memorandum of association of the\n\t\tSociety or these Articles. Memorandum and Articles of Association – British\n\t\tTransplantation Society Company number 4691176 59. The Society in general\n\t\tmeeting shall have the power to alter, add or repeal the rules and the\n\t\ttrustees shall adopt such means as they think sufficient to bring to the\n\t\tnotice of the members of the Society all such rules, which shall be binding\n\t\ton all members of the Society provided that no rule shall be inconsistent\n\t\twith, or shall have the affect or repeal anything contained in, the\n\t\tmemorandum and articles. Documents Sent in Electronic Form or By Means of a\n\t\tWebsite Where the Statutes permit the Society to send documents or notices\n\t\tto its members in electronic form or by means of a website, the documents\n\t\twill be validly sent provided the Society complies with the requirements of\n\t\tthe Statutes. Subject to any requirement of the Statutes documents and\n\t\tnotices may be sent to the Society in electronic form to the address\n\t\tspecified by the Society for that purpose and such documents or notices sent\n\t\tto the Society are sufficiently authenticated if the identity of the sender\n\t\tis confirmed in the way the Society has specified. Memorandum and Articles\n\t\tof Association – British Transplantation Society Company number 4691176\n\t\tRules of the British Transplantation Society The Society’s governing\n\t\tinstrument is its memorandum and articles of association. These Rules are\n\t\tmade under article 58. The Society members shall be elected pursuant to\n\t\tRules 2, 3 and 4. Members shall be members of the British Transplantation\n\t\tSociety (“BTS”), with a limited liability of £1.00. Members shall consist of\n\t\tordinary members (“Ordinary Members”), associate members (“Associate\n\t\tMembers”) and international associate members (“International Associate\n\t\tMembers”). All members of the BTS at the time of its incorporation shall\n\t\tcontinue to be members with the same status (Ordinary or Associate) as\n\t\tbefore with the same rights, privileges and duties as set out in these\n\t\tRules. Applicants for membership shall send to the Secretary their name and\n\t\tqualifications on an application form provided for the purpose. Each\n\t\tapplication must be supported by at least two members who have personal\n\t\tknowledge of the applicant and who can certify the applicant’s\n\t\tqualifications, experience and interests as being within the remit of the\n\t\tSociety. Applicants must accept the Rules of the Society and by signing the\n\t\tapplication form members agree to be bound by the Rules of the Society and\n\t\tthe Articles. All applications for membership must be approved by the\n\t\tmeeting of the Board immediately following receipt of the application and in\n\t\tany event within [3] months of receipt of the application, before the\n\t\tbenefits and privileges of membership are granted. Ordinary Members whose\n\t\tincome falls below a level determined from time to time by the Board may be\n\t\teligible for reduced membership. Following retirement from their main\n\t\temployment, members may apply to the Board to continue their membership,\n\t\twith full privileges of membership, but without payment of the annual\n\t\tsubscription. To be a member, the individual must be registered with a\n\t\tprofessional body but only if this is appropriate for their particular\n\t\tinterest, for example the General Medical Council, the Nursery and Midwifery\n\t\tCouncil or other such body. If a member is struck off their professional\n\t\tregister or has been reported or is under investigation by any professional\n\t\tbody or other regulatory authority or, in the opinion of the Board, has\n\t\tacted or omitted to act in such a manner that is harmful, prejudicial or\n\t\totherwise damages the reputation of the Society, then the Board will at its\n\t\tabsolute discretion be entitled to terminate such member’s membership with\n\t\timmediate effect. Each member shall pay an annual subscription. The level of\n\t\tsubscription shall be set by the Board and shall be payable in advance,\n\t\tbeing due on 1st January each year. No applicant shall be admitted to\n\t\tmembership until the first annual subscription has been paid. Applicants\n\t\tadmitted to membership after 1st October shall not be liable for payment of\n\t\tany subscription until the following 1st January. Associate Members shall\n\t\thave the same privileges as Ordinary Members but shall not be members of the\n\t\tcompany; they shall not pay membership fees and shall not attend the\n\t\tcompany’s Annual General Meeting. International Associate Members shall have\n\t\tlimited privileges of membership. They shall not be members of the company.\n\t\tThey shall not be entitled to attend the company’s Annual General Meeting\n\t\tand or be entitled to vote. They shall pay a reduced membership fee and they\n\t\tshall not be entitled to apply for fellowships or bursaries. Memorandum and\n\t\tArticles of Association – British Transplantation Society Company number\n\t\t4691176 The Board shall, at its discretion, nominate persons of distinction\n\t\tin the field of transplantation to become honorary members (“Honorary\n\t\tMembers”). Honorary Members shall not be required to pay an annual\n\t\tsubscription, but shall enjoy full privileges of Ordinary Members.\n\t\tResignation of membership must be made in writing to the Secretary, and the\n\t\tmember resigning shall be liable for the payment of the annual subscription\n\t\tfor the current year, together with any arrears or monies owing up to the\n\t\tdate of resignation. Any member whose subscription is more than one year in\n\t\tarrears and who has been duly notified in writing of the fact shall, if the\n\t\tBoard in its absolute discretion sees fit, cease to be a member of the\n\t\tSociety and of the company. Persons having ceased to be members because of\n\t\tsubscription arrears shall be eligible for re-election to the Society as set\n\t\tout in Rule 2. Commercial companies having an interest within the remit of\n\t\tthe Society may apply for corporate partnership (“Corporate Partnership”)\n\t\twith the Society. The benefits conferred by Corporate Partnership and the\n\t\tlevel of Corporate Partnership shall be described in the Society’s Statement\n\t\tof Recommended Practice. Applications for Corporate Partnership shall be\n\t\tconsidered and approved by the Board. The directors of the company shall be\n\t\tthe President, Vice-President, Treasurer and Secretary. The trustees shall\n\t\tbe the President, Vice-President, Treasurer and Secretary. The Society\n\t\tCouncil shall consist of the trustees, three councillors without portfolio\n\t\tand seven councillors representing a specific constituency, all elected by\n\t\tthe members, and co-opted persons. The Board shall have the power to co-opt\n\t\tpersons to the Council in the event of an unforeseen vacancy, or to support\n\t\tthe work of the Council. Co-opted persons shall usually be the chairpersons\n\t\tof the Society Committees or representatives of other societies or\n\t\tassociations whose work is relevant to the aims of the Society. The Council\n\t\tshall meet three times each year including a meeting at the same time as the\n\t\tAnnual Congress. The quorum of any Council meeting shall be six councillors,\n\t\ttwo of whom must be trustees. The President shall be elected by the\n\t\tmembership for a period of four years, the first two of which will be served\n\t\tas Vice-President. At any time there shall be a President and a\n\t\tVice-President in office. A member serving as President shall not be\n\t\teligible for re-election within one year of their retirement. The council\n\t\twill be made up as follows: President (2 year term) Vice President (2 year\n\t\tterm prior to becoming President) Secretary (3 year term) Treasurer (5 year\n\t\tterm) President of the Carrel Club (elected by Carrel Club members)\n\t\tArchivist (appointed by Council) Chairman of sub committees: 1. Ethics -\n\t\telected by ethics sub committee 2. Training - elected by training sub\n\t\tcommittee 3. Research - appointed by Council 4. Standards - appointed by\n\t\tCouncil Councillors without portfolio - 3 councillors, 1 elected per year\n\t\tfor a term of 3 years each Councillor with a particular constituency (3 year\n\t\tterm each) as follows: Transplant surgery (1) Memorandum and Articles of\n\t\tAssociation – British Transplantation Society Company number 4691176\n\t\tTransplant nephrology (1) Liver transplantation (1) Cardiothoracic\n\t\ttransplantation (1) Basic Science (1) Histocompatibility (1) Donor\n\t\ttransplant coordination (1) Recipient Co-ordination and nursing (1) 12.Each\n\t\tyear, not less than two months before the Annual General Meeting, the\n\t\tSecretary shall circulate to the membership the names of the existing\n\t\tCouncil and seek nominations to replace any retiring officer and the two\n\t\tretiring councillors. Nominations must be supported by two members, each\n\t\tnomination must be accompanied by a written statement from the nominee that\n\t\the or she is willing to serve, together with a short curriculum vitae.\n\t\tCandidates for election to membership of Council must have been members of\n\t\tthe Society for a minimum of two years. The closing date for nominations\n\t\tshall not be less than 4 weeks from the date of the call for nominations.\n\t\tThe Board shall have absolute discretion in respect of any matters\n\t\tconcerning the interpretation of the Rules and the Board’s decision will be\n\t\tfinal. The Society shall establish Committees with a remit to manage\n\t\tspecified aspects of the Society’s activities. There shall be a minimum of\n\t\tEthics, Training, Standards and Clinical Research Committees. Each Committee\n\t\tshall have a chairperson elected by the members for a period of three years.\n\t\tCommittee members may be appointed by the Council, according to their\n\t\tinterests in the specific field taking into account their expertise. The\n\t\tresponsibilities of the Committees and of the Committee chairpersons shall\n\t\tbe set out in the Statement of Recommended Practice. No Committee shall act\n\t\tindependently of the Society Council and all financial matters will remain\n\t\twith the Board. Each committee chairperson shall be a member of Council and\n\t\tshall report to Council on the activities of the Committee. Committee\n\t\tmembers shall not be eligible for re-election within one year of their\n\t\tretirement from the Committee. 15.The Society shall hold an Annual Congress\n\t\twhere members shall have an opportunity to discuss their research and any\n\t\tscientific, clinical or other matters of relevance. A non-member may submit\n\t\ta scientific communication to the Congress at the invitation of Council or\n\t\tafter proposal by a member. There will be a time specified at the Annual\n\t\tCongress for the Annual General Meeting of the Company and for a business\n\t\tmeeting of the Society. The AGM and the business meeting of the Society\n\t\tshall only be open to company Members. The proceedings of meetings may only\n\t\tbe communicated to the press or media with the written consent of the Board.\n\t\tThe Rules may be altered only at a general meeting (AGM or GM) and only\n\t\tafter notice has been given in writing to all the members at least two\n\t\tmonths prior to, and inclusive of, the date of the meeting. No alteration\n\t\tshall be made unless two-thirds of those voting are in favour. Any\n\t\talteration must accord with the regulations set out in the Statutes. Revised\n\t\tversion approved by membership, 11th March 2011 Memorandum and Articles of\n\t\tAssociation – British Transplantation Society Company number 4691176 C.R.K.\n\t\tDudley Secretary Memorandum and Articles of Association – British\n\t\tTransplantation Society Company number 4691176\n\t\n\n\n\n\n\n","import mod from \"-!../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../node_modules/thread-loader/dist/cjs.js!../../node_modules/babel-loader/lib/index.js!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./TermsAndConditions.vue?vue&type=script&lang=js&\"; export default mod; export * from \"-!../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../node_modules/thread-loader/dist/cjs.js!../../node_modules/babel-loader/lib/index.js!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./TermsAndConditions.vue?vue&type=script&lang=js&\"","import { render, staticRenderFns } from \"./TermsAndConditions.vue?vue&type=template&id=79d254aa&\"\nimport script from \"./TermsAndConditions.vue?vue&type=script&lang=js&\"\nexport * from \"./TermsAndConditions.vue?vue&type=script&lang=js&\"\n\n\n/* normalize component */\nimport normalizer from \"!../../node_modules/vue-loader/lib/runtime/componentNormalizer.js\"\nvar component = normalizer(\n script,\n render,\n staticRenderFns,\n false,\n null,\n null,\n null\n \n)\n\nexport default component.exports","var render = function () {var _vm=this;var _h=_vm.$createElement;var _c=_vm._self._c||_h;return _c('ValidationProvider',{ref:_vm.$attrs.ref,attrs:{\"vid\":_vm.vid,\"name\":_vm.$attrs.name || _vm.$attrs.label,\"rules\":_vm.rules},scopedSlots:_vm._u([{key:\"default\",fn:function(ref){\nvar errors = ref.errors;\nvar valid = ref.valid;\nreturn [_c('b-field',_vm._b({attrs:{\"type\":{ 'is-danger': errors[0], 'is-success': valid },\"message\":errors}},'b-field',_vm.$attrs,false),[_c('b-input',_vm._b({attrs:{\"loading\":_vm.$attrs.loading},model:{value:(_vm.innerValue),callback:function ($$v) {_vm.innerValue=$$v},expression:\"innerValue\"}},'b-input',_vm.$attrs,false))],1)]}}])})}\nvar staticRenderFns = []\n\nexport { render, staticRenderFns }","\r\n\t\r\n\t\t\r\n\t\t\t\r\n\t\t\r\n\t\r\n\r\n\r\n\r\n","import mod from \"-!../../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../../node_modules/thread-loader/dist/cjs.js!../../../node_modules/babel-loader/lib/index.js!../../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../../node_modules/vue-loader/lib/index.js??vue-loader-options!./BInputWithValidation.vue?vue&type=script&lang=js&\"; export default mod; export * from \"-!../../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../../node_modules/thread-loader/dist/cjs.js!../../../node_modules/babel-loader/lib/index.js!../../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../../node_modules/vue-loader/lib/index.js??vue-loader-options!./BInputWithValidation.vue?vue&type=script&lang=js&\"","import { render, staticRenderFns } from \"./BInputWithValidation.vue?vue&type=template&id=6e6cc7c9&\"\nimport script from \"./BInputWithValidation.vue?vue&type=script&lang=js&\"\nexport * from \"./BInputWithValidation.vue?vue&type=script&lang=js&\"\n\n\n/* normalize component */\nimport normalizer from \"!../../../node_modules/vue-loader/lib/runtime/componentNormalizer.js\"\nvar component = normalizer(\n script,\n render,\n staticRenderFns,\n false,\n null,\n null,\n null\n \n)\n\nexport default component.exports","var render = function () {var _vm=this;var _h=_vm.$createElement;var _c=_vm._self._c||_h;return _c('ValidationProvider',{attrs:{\"vid\":_vm.vid,\"name\":_vm.$attrs.label,\"rules\":_vm.rules},scopedSlots:_vm._u([{key:\"default\",fn:function(ref){\nvar errors = ref.errors;\nvar valid = ref.valid;\nreturn [_c('b-field',_vm._b({attrs:{\"type\":{ 'is-danger': errors[0], 'is-success': valid },\"message\":errors}},'b-field',_vm.$attrs,false),[_c('b-select',{attrs:{\"icon\":_vm.$attrs.icon,\"placeholder\":_vm.$attrs.placeholder,\"expanded\":_vm.$attrs.expanded,\"multiple\":_vm.$attrs.multiple},model:{value:(_vm.innerValue),callback:function ($$v) {_vm.innerValue=$$v},expression:\"innerValue\"}},[_vm._t(\"default\")],2)],1)]}}],null,true)})}\nvar staticRenderFns = []\n\nexport { render, staticRenderFns }","\n\t\n\t\t\n\t\t\t\n\t\t\t\t\n\t\t\t\n\t\t\n\t\n\n\n\n","import mod from \"-!../../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../../node_modules/thread-loader/dist/cjs.js!../../../node_modules/babel-loader/lib/index.js!../../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../../node_modules/vue-loader/lib/index.js??vue-loader-options!./BSelectWithValidation.vue?vue&type=script&lang=js&\"; export default mod; export * from \"-!../../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../../node_modules/thread-loader/dist/cjs.js!../../../node_modules/babel-loader/lib/index.js!../../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../../node_modules/vue-loader/lib/index.js??vue-loader-options!./BSelectWithValidation.vue?vue&type=script&lang=js&\"","import { render, staticRenderFns } from \"./BSelectWithValidation.vue?vue&type=template&id=46331dfa&\"\nimport script from \"./BSelectWithValidation.vue?vue&type=script&lang=js&\"\nexport * from \"./BSelectWithValidation.vue?vue&type=script&lang=js&\"\n\n\n/* normalize component */\nimport normalizer from \"!../../../node_modules/vue-loader/lib/runtime/componentNormalizer.js\"\nvar component = normalizer(\n script,\n render,\n staticRenderFns,\n false,\n null,\n null,\n null\n \n)\n\nexport default component.exports","\r\n\t
\r\n\t\t\t\t\t\t\t\t\tMembers of an affiliated organisation (BLTG, Carell Club,\r\n\t\t\t\t\t\t\t\t\tSOTPA) can specify this option at the next stage and receive a\r\n\t\t\t\t\t\t\t\t\t50% discount on the pricing shown below.\r\n\t\t\t\t\t\t\t\t
\r\n\t\t\t\t\t\t\t\t \r\n\t\t\t\t\t\t\t\t
\r\n\t\t\t\t\t\t\t\t\tPlease click select your chosen 'Member Type' and use the\r\n\t\t\t\t\t\t\t\t\t\tarrows at the bottom of the page to continue\r\n\t\t\t\t\t\t\t\t
\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\t\t{{ title }}\r\n\t\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t
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\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t
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\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t
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\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t
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\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\tPlease Note: your Email Address is used as your\r\n\t\t\t\t\t\t\t\t\t\t'Username', when first logging in please select 'Forgotten\r\n\t\t\t\t\t\t\t\t\t\tPassword' to finish setting up your account\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t
\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\t\t{{ org.desc }}\r\n\t\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\tMembers of affiliated organisations are entitled to a 50%\r\n\t\t\t\t\t\t\t\t\t\treduction in fees.\r\n\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t
\r\n\t\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t\t\tPlease ensure you have 'Accepted' the Terms &\r\n\t\t\t\t\t\t\t\t\t\t\tconditions and have completed all required fields with no\r\n\t\t\t\t\t\t\t\t\t\t\terrors prior to submitting.\r\n\t\t\t\t\t\t\t\t\t\t\r\n\t\t\t\t\t\t\t\t\t
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\r\n\t\t\t\r\n\t\t\r\n\t\r\n\r\n\r\n\r\n\r\n\r\n","import mod from \"-!../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../node_modules/thread-loader/dist/cjs.js!../../node_modules/babel-loader/lib/index.js!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./ApplicationForm.vue?vue&type=script&lang=js&\"; export default mod; export * from \"-!../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../node_modules/thread-loader/dist/cjs.js!../../node_modules/babel-loader/lib/index.js!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./ApplicationForm.vue?vue&type=script&lang=js&\"","import { render, staticRenderFns } from \"./ApplicationForm.vue?vue&type=template&id=c59a6a34&\"\nimport script from \"./ApplicationForm.vue?vue&type=script&lang=js&\"\nexport * from \"./ApplicationForm.vue?vue&type=script&lang=js&\"\nimport style0 from \"./ApplicationForm.vue?vue&type=style&index=0&lang=css&\"\n\n\n/* normalize component */\nimport normalizer from \"!../../node_modules/vue-loader/lib/runtime/componentNormalizer.js\"\nvar component = normalizer(\n script,\n render,\n staticRenderFns,\n false,\n null,\n null,\n null\n \n)\n\nexport default component.exports","var render = function () {var _vm=this;var _h=_vm.$createElement;var _c=_vm._self._c||_h;return _c('div',[_c('img',{staticClass:\"banner-image\",attrs:{\"src\":require(\"../assets/images/bts-membership-banner.jpg\")}}),_c('section',{staticClass:\"section\"},[_c('div',{staticClass:\"columns\"},[(_vm.fullName)?_c('div',{staticClass:\"column\"},[_c('b-message',{attrs:{\"title\":\"Thankyou!\",\"type\":\"is-success\",\"aria-close-label\":\"Close message\"}},[_vm._v(\" Thankyou \"+_vm._s(_vm.fullName)+\", your application has been received and we will be in touch shortly. \")])],1):_c('div',{staticClass:\"column\"},[_c('b-message',{attrs:{\"title\":\"Error!\",\"type\":\"is-danger\",\"aria-close-label\":\"Close message\"}},[_vm._v(\" Something seems to have gone wrong, please try again. \")])],1)])])])}\nvar staticRenderFns = []\n\nexport { render, staticRenderFns }","\n\t
\n\t\t\n\t\t\n\t\t\n\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\n\t\t\t\t\t\tThankyou {{ fullName }}, your application has been received and we\n\t\t\t\t\t\twill be in touch shortly.\n\t\t\t\t\t\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\n\t\t\t\t\t\tSomething seems to have gone wrong, please try again.\n\t\t\t\t\t\n\t\t\t\t
\n\t\t\t
\n\t\t\n\t
\n\n\n\n\n\n","import mod from \"-!../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../node_modules/thread-loader/dist/cjs.js!../../node_modules/babel-loader/lib/index.js!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./Confirmation.vue?vue&type=script&lang=js&\"; export default mod; export * from \"-!../../node_modules/cache-loader/dist/cjs.js??ref--12-0!../../node_modules/thread-loader/dist/cjs.js!../../node_modules/babel-loader/lib/index.js!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./Confirmation.vue?vue&type=script&lang=js&\"","import { render, staticRenderFns } from \"./Confirmation.vue?vue&type=template&id=6a6c97aa&\"\nimport script from \"./Confirmation.vue?vue&type=script&lang=js&\"\nexport * from \"./Confirmation.vue?vue&type=script&lang=js&\"\n\n\n/* normalize component */\nimport normalizer from \"!../../node_modules/vue-loader/lib/runtime/componentNormalizer.js\"\nvar component = normalizer(\n script,\n render,\n staticRenderFns,\n false,\n null,\n null,\n null\n \n)\n\nexport default component.exports","import Vue from 'vue';\r\nimport VueRouter from 'vue-router';\r\nimport ApplicationForm from '../views/ApplicationForm.vue';\r\nimport Confirmation from '../views/Confirmation.vue';\r\n\r\nVue.use(VueRouter);\r\n\r\nconst routes = [\r\n\t{\r\n\t\tpath: '/',\r\n\t\tname: 'ApplicationForm',\r\n\t\tcomponent: ApplicationForm,\r\n\t},\r\n\t{\r\n\t\tpath: '/confirmation',\r\n\t\tname: 'Confirmation',\r\n\t\tcomponent: Confirmation,\r\n\t},\r\n];\r\n\r\nconst router = new VueRouter({\r\n\tmode: 'history',\r\n\tbase: process.env.BASE_URL,\r\n\troutes,\r\n});\r\n\r\nexport default router;\r\n","// VeeValidate is a form validation package, see: https://logaretm.github.io/vee-validate/\nimport { required, email, numeric, min, max } from 'vee-validate/dist/rules';\nimport { extend } from 'vee-validate';\n\nextend('required', {\n\t...required,\n\tmessage: `The {_field_} field is required`,\n});\n\nextend('email', {\n\t...email,\n\tmessage: `The {_field_} field must be a valid email address`,\n});\n\nextend('numeric', {\n\t...numeric,\n\tmessage: `The {_field_} field should only contain numbers`,\n});\n\nextend('min', {\n\t...min,\n\tmessage: `The {_field_} field should be atleast {length} characters long`,\n});\n\nextend('max', {\n\t...max,\n\tmessage: `The {_field_} field should not exceed {length} characters`,\n});\n","import Vue from 'vue';\nimport App from './App.vue';\nimport router from './router';\n\n// VeeValidate\nimport './vee-validate';\n\n// == CSS Framework\nimport Buefy from 'buefy';\n// import 'buefy/dist/buefy.css';\nimport './assets/style.scss';\nimport '@mdi/font/css/materialdesignicons.css';\n\nVue.use(Buefy);\n\nVue.config.productionTip = false;\n\nnew Vue({\n\trouter,\n\trender: (h) => h(App),\n}).$mount('#app');\n","import mod from \"-!../../node_modules/mini-css-extract-plugin/dist/loader.js??ref--6-oneOf-1-0!../../node_modules/css-loader/dist/cjs.js??ref--6-oneOf-1-1!../../node_modules/vue-loader/lib/loaders/stylePostLoader.js!../../node_modules/postcss-loader/src/index.js??ref--6-oneOf-1-2!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./Footer.vue?vue&type=style&index=0&lang=css&\"; export default mod; export * from \"-!../../node_modules/mini-css-extract-plugin/dist/loader.js??ref--6-oneOf-1-0!../../node_modules/css-loader/dist/cjs.js??ref--6-oneOf-1-1!../../node_modules/vue-loader/lib/loaders/stylePostLoader.js!../../node_modules/postcss-loader/src/index.js??ref--6-oneOf-1-2!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./Footer.vue?vue&type=style&index=0&lang=css&\"","import mod from \"-!../../node_modules/mini-css-extract-plugin/dist/loader.js??ref--6-oneOf-1-0!../../node_modules/css-loader/dist/cjs.js??ref--6-oneOf-1-1!../../node_modules/vue-loader/lib/loaders/stylePostLoader.js!../../node_modules/postcss-loader/src/index.js??ref--6-oneOf-1-2!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./MemberTypeCard.vue?vue&type=style&index=0&lang=css&\"; export default mod; export * from \"-!../../node_modules/mini-css-extract-plugin/dist/loader.js??ref--6-oneOf-1-0!../../node_modules/css-loader/dist/cjs.js??ref--6-oneOf-1-1!../../node_modules/vue-loader/lib/loaders/stylePostLoader.js!../../node_modules/postcss-loader/src/index.js??ref--6-oneOf-1-2!../../node_modules/cache-loader/dist/cjs.js??ref--0-0!../../node_modules/vue-loader/lib/index.js??vue-loader-options!./MemberTypeCard.vue?vue&type=style&index=0&lang=css&\"","module.exports = __webpack_public_path__ + \"img/reduced-membership.c542be56.png\";","module.exports = __webpack_public_path__ + \"img/bts-membership-banner.dc58af9d.jpg\";","module.exports = __webpack_public_path__ + \"img/NICE-Accredited-Logo.8d6783b2.jpg\";"],"sourceRoot":""}