1. Name
The Association’s name is the “Roseland Surgeries Patients Group” hereinafter called “RSPG”.
2. Type
The RSPG is a Community Incorporated Organisation (CIO); charity number 1196429.
3. Objective
To improve and maintain the wellbeing and preserve health amongst people permanently or temporarily within the area served by the Roseland Surgeries, by providing or assisting in the provision of equipment and facilities as well as facilitating communication between the Practice and the patients.
Nothing in this constitution shall authorize an application of the property of the RSPG for the purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and section 2 of the Charities Act (Northern Ireland) 2008.
4. Aims
- To be representative of the Practice patient
population.
- To provide independently informed links between patients, carers and the Practice doctors and staff.
- To encourage self-help groups to provide non-medical support to patients.
- To fundraise to improve facilities and services provided by the Practice. As well as helping self-help groups.
Note: It is not the aim of the RSPG to act as a channel for complaints concerning medical treatment received from the practice; standard NHS procedures should be used.
The RSPG, through the Management Committee (see Appendix 1), has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the RSPG has the power to:
(a) Raise funds;
(b) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the RSPG. In exercising this power, the RSPG must comply as appropriate with sections 117 and 119 – 123 of the Charities Act 2011;
(d) employ and remunerate such staff as are necessary for carrying out the work of the RSPG. The RSPG may employ or remunerate a charity trustee only to the extent that it is permitted to so by clause 7 (benefits and payments to charity trustee and connected persons) and provided it complies with the conditions of that clause;
(f) deposit or invest funds, employ a professional fund-manager and arrange for the investments or other property of the RSPG to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.
6. Application of income and property
Nb. See section 16: All members of the Management Committee are Trustees of the RSPG.
- The income and property of the RSPG must be applied solely towards the promotion of the objectives.
- A charity trustee is entitled to be reimbursed from the property of the RSPG or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the RSPG.
- A charity trustee may benefit from trustee indemnity insurance cover purchased at the RSPG’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
- None of the income or property of the RSPG may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member or the RSPG or connected person. This does not prevent a member or connected person who is not also a charity trustee receiving:
- A benefit from the RSPG as a beneficiary of the RSPG;
- Reasonable and proper remuneration for any goods or services supplied to the RSPG;
- Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorized by clause 7.
7. Benefits and payments to charity trustees and connected persons
- General provisions
No charity trustee or connected person may:
- Buy or receive any goods or services from the RSPG on terms preferential to those applicable to members of the public;
- Sell goods, services, or any interest in land to the RSPG;
- Be employed by, or receive any remuneration from the RSPG;
- Receive any other financial benefit from the RSPG;
Unless the payment or benefit is permitted under sub-clause (2) of this clause or authorized by the court or prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
- Scope and powers permitting trustees’ or connected persons’ benefits
A charity trustee or connected person may:
(a) Receive a benefit from the RSPG in the capacity of a beneficiary of the RSPG provided that a majority of the trustees do not benefit in this way.
(b) Enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the RSPG where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011.
(c) Receive interest on money lent to the RSPG at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(d) Receive rent for premises let by the trustee or connected person to the RSPG. The amount of the rent and the other terms of the lease must be reasonable and proper. The RSPG trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(e) Take part in the normal trading and fundraising activities of the RSPG on the same terms as members of the public.
8. Conflicts of interest and conflicts of loyalty
A RSPG trustee must:
- Declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the RSPG or in any transaction or arrangement entered into by the RSPG which has not previously been declared; and
- Absent himself or herself from any discussions of the RSPG trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interest of the RSPG and any personal interest (including but not limited to any financial interest)
Any RSPG trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the RSPG trustees in this matter.
9. Liabilty of members to contribute to the assets of the RSPG if it is wound up
If the RSPG is wound up, the members of the RSPG have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities. However, if any monies are loaned to the RSPG then the borrower is responsible for the settlement of the loan.
10. Membership
All patients of the Roseland Surgeries based in Porthscatho TR2 5EE, Tregony TR2 5RT and St. Mawes TR2 5AL are automatically members of the RSPG.
There is no membership subscription and no formal list of members.
Membership of the RSPG comes to an end when the member dies or is no longer a patient of the Roseland Surgeries.
11. General meetings
The minimum period of notice required to hold any general meeting of the RSPG is fourteen clear days from the date on which the notice is deemed to have been given.
A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote. The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. The notice must be given to all the members and to the trustees.
The trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting butin doing so they must comply with the provisions of this constitution.
12. Notice
The minimum period of notice required to hold any general meeting of the RSPG is fourteen clear days from the date on which the notice is deemed to have been given.
13. Quorum
No business shall be transacted at any general meeting unless a quorum is present. A quorum is 5 members entitled to vote upon the business to be conducted at the meeting. The Committee reserves the right to fill any vacancy occurring among its number until the next Annual General Meeting. The Committee may co-opt other persons for specific purposes but such persons shall not be eligible to vote. The Committee shall have the power to appoint sub groups to assist in its activities and all actions and decisions shall be reported back to the Committee.
14. Chair
General meetings shall be chaired by the person who has been elected as Chair. If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a trustee nominated by the trustees shall chair the meeting. If there is only one trustee present and willing to act, he or she shall chair the meeting. If no trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting, in doing so they must comply with the provisions of this cons
15. Votes
Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
A resolution in writing signed by each member who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members.
16. Officers and trustees
The RSPG and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this constitution. The officers and other members of the committee shall be the trustees of the RSPG and in this constitution are together called ‘the trustees’.
The RSPG shall have the following officers: A chair, A secretary, A treasurer.
A trustee must be a member of the RSPG. No one may be appointed a trustee if he or she would be disqualified from acting under the provisions of clause 20.
The number of trustees shall be not less than three but (unless otherwise determined by a resolution of the charity in general meeting) shall not be subject to any maximum.
The first trustees (including officers) shall be those persons elected as trustees and officers at the meeting at which this constitution is adopted. A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees.
17. Appointment of trustees
The RSPG in a general meeting shall elect the officers and the other trustees.
The trustees may appoint any person who is willing to act as a trustee, they may also appoint trustees to act as officers.
Each of the trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall be eligible for re-election at that
annual general meeting.
No-one may be elected a trustee or an officer at any annual general meeting unless prior to the meeting the charity is given a notice that: (a) is signed by a member entitled to vote at the meeting; (b) states the member’s intention to propose the appointment of a person as a trustee or as an officer; (c) is signed by the person who is to be proposed to show his or her willingness to be appointed.
The appointment of a trustee, whether by the charity in general meeting or by the other trustees, must not cause the number of trustees to exceed any number fixed in accordance with this constitution as the maximum number of trustees. The trustees may not appoint a person to be an officer if a person has already been elected or appointed to that office and has not vacated the office.
18. Retirement or removal of trustees
(1) A charity trustee ceases to hold office if he or she:
(a) retires by notifying the RSPG in writing (but only if enough charity trustee will remain in office when the notice of resignation takes effect to form a quorum for meetings);
(b) is absent without the permission of the RSPG trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;
(c) dies;
(d) in the written opinion, given to the RSPG, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
(e) is disqualified from acting as a trustee by virtue of sections 178 -180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
(2) A charity trustee shall be removed from office if a resolution is proposed at a general meeting of members, called for that purpose and properly convened in accordance with clause 10, and the resolution is passed by a two thirds majority of votes cast at the meeting.
19. Saving provisions
Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of the charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee: (a)who is disqualified from holding office; (b)who had previously retired or who had been obliged by this constitution to vacate office; (c) who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise; if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.
(2) Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub-clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 22 (Conflicts of interests and conflicts of loyalties).
20. Minutes
The trustees must keep minutes of all:
(1) appointments of officers and trustees made by the trustees;
(2) proceedings at meetings of the RSPG;
(3) meetings of the trustees and committees of trustees including:
- the names of the trustees present at the meeting;
- the decisions made at the meetings; and
- where appropriate the reasons for the decisions.
(4) decisions made by the trustees other than in meetings.
21. Accounting recors, accounts, annual reports and returns, register maintenance
(1) The trustees must comply with their obligations under the Charities Act 2011 with regard to:
(a) the keeping of accounting records;
(b) the preparation and scrutiny of statements of account;
(c) the preparation of annual reports and returns;
(d) the transmission of the statements of account, reports and returns to the Commission, regardless of the income of the RSPG, within 10 months of the financial year end.
(2) The RSPG trustees must comply with their obligation to inform the Commission within 28 days of any changes in particulars of the RSPG entered on the Central Register of Charities.
As provided by sections 224 – 227 of the Charities Act 2011:
- This constitution can only be amended:
- By resolution agreed in writing by all members of the RSPG; or
- By a resolution passed by a 75% majority of votes cast at a general meeting of the members of the RSPG.
- Any alteration of the RSPG’s objects, of any provision of the RSPG’s constitution directing the application of property on its dissolution or any provision of the RSPG’s constitution where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the RSPG or persons connected with them, requires the prior written consent of the Charity Commission.
- No amendment that is inconsistent with the provisions of the Charities Act 2011 or General Regulations shall be valid.
- A copy of any resolution altering the constitution, together with a copy of the RSPG’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed.
23. Voluntary winding up or dissolution
(1) As provided by the Dissolution Regulations, the RSPG may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the RSPG can only be made:
(a) at a general meeting of the members of the RSPG called in accordance with clause , of which not less than 14 days’ notice has been given to those eligible to attend and vote:
(i) by a resolution passed by 75% majority of those voting, or
(ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
(b)By a resolution agreed in writing by all members of the RSPG.
2. Subject to the payment of the RSPG’s debts:
(a) Any resolution for the winding up of the RSPG, or for the dissolution of the RSPG without winding up, may contain a provision directing how any remaining assets of the RSPG may be applied.
(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the RSPF shall be applied.
(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the RSPG.
3. The RSPG must observe the requirements of the Dissolution Regulations in applying to the Commission for the RSPG to be removed from the Register of Charities, and in particular:
(a) the charity trustees must send with their application to the Commission:
(i) a copy of the resolution passed by the members of the RSPG;
(ii) a declaration by the charity trustees that any debts and other liabilities of the RSPG have been settled or otherwise provided for in full: and
(iii) a statement by the charity trustees setting out the way in which any property of the RSPG has been or is to be applied prior to its dissolution in accordance with this constitution:
4. If the RSPG is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
24. Interpretation
In this constitution:
“connected person” means:
(1) a child, parent, grandchild, grandparent, brother or sister of the trustee or member;
(2)the spouse or civil partner of the trustee, member or of any person falling within sub-clause (1) above;
(3)a person carrying on business in partnership with the trustee, member or with any person falling within sub-clause (1) or (2) above;
(4) an institution which is controlled –
(a) by the trustee, member or any connected person falling within sub-clause (1), (2), or (3) above; or
(b) by two or more persons falling within sub-clause (4)(a), when taken together
(5) a body corporate in which –
(a) the charity trustee or any connected person falling within sub-clauses (1) to (3) has a substantial interest; or (b) two or more persons falling within sub-clause (5)(a) who, when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Dissolutions Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012
“charity trustee” means a charity trustee of the RSPG.
SIGNED:
CHAIRPERSON:
TREASURER:
SECRETARY:
Dated: October 2025
Appendix 1
Management
The RSPG will be managed by a committee comprising of a Chairperson, Secretary, Treasurer (Officers) and up to 8 other members. Staff from the Practice may be invited to meetings of the Management Committee on an advisory and non-voting basis.
All Members of the Management Committee are Trustees of the RSPG
The Committee shall have the power to co-opt members as they see fit.
The Management Committee shall meet at least four times a year. The quorum for Management meetings is 3. Voting shall be by a show of hands. If there is a tied vote, then the chairperson shall have a second vote.
Minutes from the Management Committee meetings will be publicly available to all members via the website or notice boards.
Finance
All monies received by the RSPG shall be applied to further the aims of the RSPG and for no other purposes.
Any bank accounts opened for the RSPG shall ne in the name of the Roseland Surgeries Patient Group or RSPG and have at least 3 registered signatories of which the Treasurer is one. The Treasurer’s and one other signatory are required for each transaction.
The RSPG shall ensure that its accounts are audited or independently examined every year. Annual returns to the Charity Commission must be expedited.
The Management Committee may pay, at its discretion, reasonable out-of-pocket expenses to Management Committee members carrying out RSPG business.
AGMs must be held within fifteen months of the preceding AGM. All members over 18 are entitled to attend. 28 days’ notice shall be given. Only those attending may vote. The quorum for AGM will be 5.
Officers and other committee members will be elected at the AGM and serve until the commencement of the next AGM.
Extraordinary General Meetings (EGM)
EGMs may be called by the Chairperson or 3 committee members to discuss an urgent matter with the membership. All members over 18 are entitled to attend. 28 days’ notice shall be given. Only those attending may vote. The quorum for EGM will be 5.
At the discretion of the Chair and Secretary the EGM may be held physically or via a suitable video conferencing application.