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Constitution |
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CONTENTS LIST
| 1. | BACKGROUND AND TITLE |
| 2. | OBJECTIVES |
| 3. | CONFIDENTIALITY |
| 4. |
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| 5. | POWERS OF THE UKFSC |
| 6. | OFFICE |
| 7. | OFFICERS |
| 8. | COMMITTEES AND STANDING COMMITTEES
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| 9. | STATEMENTS TO THE MEDIA |
| 10. | INABILITY TO PERFORM DUTIES |
| 11. | APPOINTMENT OF ADVISERS |
| 12. | PROFESSIONAL CONDUCT AND EXPULSION OF MEMBERS |
| 13. | MEETINGS |
| 14. | ANNUAL GENERAL MEETING |
| 15. | EXTRAORDINARY GENERAL MEETINGS |
| 16. | PROCEEDINGS AT GENERAL MEETINGS
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| 17. |
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| 18. | ANNUAL ACCOUNTS |
| 19. | AUDIT |
| 20. | PROPERTY AND INVESTMENTS |
| 21. | SUBSCRIPTIONS |
| 22. | DISOLUTION OF UKFSC |
| 23. |
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The United Kingdom Flight Safety Committee (“UKFSC”) was formed in 1959 by the then Minister of Transport and Civil Aviation as the 'Transport Flight Safety Committee'. This title was maintained until 1961 when the Committee became financially independent of Government and became known as the United Kingdom Flight Safety Committee. The UKFSC is not incorporated.
The objectives of the UKFSC are to:
• pursue the highest standards of aviation safety;
• constitute a body of experienced aviation safety personnel available for consultation;
• facilitate the free exchange of aviation safety data;
• maintain an appropriate liaison with other bodies concerned with aviation safety;
• provide assistance to operators establishing and maintaining a flight safety organisation.
The effectiveness of the UKFSC depends upon trust, with matters relating to aviation safety being openly and freely discussed. The confidentiality and disidentification of information exchanged must be observed by all Members and Advisors. For this reason the “Confidential Warning” is read out at each meeting. In addition the Confidential Warning is included on the meeting register and Members signing the register are also in effect signing as accepting the rules of confidentiality. The full text of the Confidential Warning is as follows:
“Details of accidents, serious incidents and incidents which may be discussed at this meeting are to be regarded as confidential. You are entitled to make use of the information within your own organisation but please use it with discretion and do not quote anyone by name or organisation without their prior authority.”
The minutes record matters discussed under the Rule of Confidentiality. Circulation
of minutes to non-UKFSC Members, with the exception of Advisers, either in
whole or part, is forbidden.
Eligibility for Membership
Membership of the UKFSC is available to all bodies involved/concerned with aviation safety.
Classes of Membership
There are two classes of Membership:
Full Membership
Full Membership confers full voting rights and the eligibility of the Full
Member’s representative to hold office and is available to all bodies
concerned with aviation safety.
Group Membership
Group Membership is available to all Full Members who wish two or more appropriately
related organisations to be represented on the UKFSC.
Chief Executive
The Chief Executive shall be ex officio an Officer of the UKFSC.
Application for Membership
Every application for membership must be submitted to the UKFSC at the meeting following receipt by the Chief Executive or at a subsequent meeting as soon as it is practicable to do so.
Continued Membership
Subject to the payment of the annual subscription fee continued membership of the UKFSC shall be automatic unless a Member resigns in writing and gives at least six months notice of withdrawal, in which case no refund of the annual subscription fee will be made. Persistent non attendance by a Member’s representative, for two or more consecutive meetings without a suitable explanation will be reviewed by the Executive Board.
Member’s Representatives
Member organisations are required to nominate, in writing, a principal and (optional) alternate representative who shall be the only person(s) entitled to attend meetings without seeking guest status through the Chief Executive. The principal representative shall be the normal recipient of all communications for the Member organisation concerned. Communications between the UKFSC and/or the Executive and/or any Officers on the one hand and any Member on the other shall be by e-mail. Despatch from the UKFSC’s office e-mail address to the Member’s last notified e-mail address shall constitute good notice of the matters referred therein.
Because of the number of Members, it is expected that only one representative from each Member will attend each meeting. A guest may be invited periodically but may not become a regular guest.
When the Member’s representative changes, it shall be notified in writing.
Membership List
The Chief Executive shall provide each Member with a complete list of all Members, and the names and contact details of each of their representatives, under each membership category, at the Annual General Meeting. The Chief Executive shall issue amendments to this list as necessary between Annual General Meetings. He shall also issue a list of the Chairman and Members of each Standing-Committee and working group of the UKFSC.
The powers of the UKFSC shall include:
a. The appointment and employment of the Chief Executive and the definition of his duties and responsibilities.
b. The election of the Chairman, Vice Chairman, Treasurer and Non-Executive Board Member.
c. The appointment from among its Members’ representatives of those to form the Finance Committee, the External Affairs Committee, the Operational Safety Committee and any other standing committee or working group, and the making and varying of regulations for the conduct of such standing committees and working groups.
The headquarters office of the UKFSC shall be at such a place as the UKFSC shall from time to time determine.
a. The officers of the UKFSC are the Chairman, Vice Chairman and the Treasurer
b. The UKFSC shall elect annually, by postal ballot, a Chairman, a Vice Chairman, a Treasurer and a Non-Executive Board Member. Details of candidates shall be notified to Members entitled to vote no less than 21 days before the date appointed for receipt of ballot papers. The UKFSC Executive Board may from time to time fill any vacancies in those offices for the period until the next annual election. With effect from 2005/2006 any member elected to the above positions shall serve for a period of one year. They may stand for re-election for another term in the normal manner. The chairman may serve for a maximum period of two years if re-elected.
c. The Chief Executive shall carry out the policies of the UKFSC including the management of its administration and staff.
d. The duties of the Treasurer are to oversee the finances of the UKFSC and report thereon to the UKFSC in such manner as the UKFSC may decide.
8. COMMITTEES AND STANDING COMMITTEES
The following Committees and Standing Committees shall be convened:
Executive Board
An Executive Board chaired by the Chairman will determine the policies of
the UKFSC and direct its activities which will be carried out by the Chief
Executive. The Chief Executive will report as required in connection with
his responsibilities, which the Executive Board shall from time to time define.
Operational Safety Committee
The Operational Safety Committee chaired by the Vice Chairman of UKFSC and
consisting of the Chairman of UKFSC, the Vice Chairman, the Chief Executive
and the Chairmen of each of the technical Standing Committees. The Operational
Safety Committee is the principal technical committee of UKFSC for the management
of it’s safety aims
Additional Standing Committees may be formed from time to time as determined necessary by the Operational Safety Committee. Each shall have a nominated chairperson and members appointed by the Operational Safety Committee.
Each Standing Committee shall have written terms of reference which clearly define the responsibilities, output requirements and deadline dates to accomplish the stated outputs.
Finance Committee
A Finance Committee chaired by the Treasurer of the UKFSC and consisting of
the Chairman, Vice Chairman, Treasurer, the Non-Executive Board Member, the
Chief Executive and at least 1 other Full Member as may from time to time
be determined by the UKFSC. The Finance Committee is responsible for managing
the finances of the UKFSC.
External Affairs Committee
The External Affairs Committee consisting of the Chief Executive and at least
three other Members as may from time to time be determined by the UKFSC. The
External Affairs Committee shall nominate its own Chairman from time to time
and in default of such nomination shall be chaired by the Chief Executive.
The External Affairs Committee is responsible for managing the relations of
the UKFSC with those outside the membership.
Casual Vacancies
The UKFSC shall have the power to fill any casual vacancy on these
Standing Committees.
No UKFSC Member representative is authorised to make statements concerning UKFSC business to the media or its representatives without the prior permission of the Chairman or in his absence the Vice Chairman. In the absence of both Chairman and Vice Chairman such authority may be given by or exercised by the Chief Executive.
10. INABILITY TO PERFORM DUTIES
Any Officer of the UKFSC who is considered unable to perform their Committee duties shall be formally notified by the Chairman that their position is under review by the Executive Board.
The UKFSC may appoint any external person or persons it may think fit to attend the regular meetings of the UKFSC as advisers, on a permanent or casual basis. Such advisers will be expected to contribute to the proceedings of the UKFSC, but will not have voting rights or be eligible to hold office, but shall be subject to the rules and regulations of membership and shall receive minutes and associated documentation from the meetings.
12. PROFESSIONAL CONDUCT AND EXPULSION OF MEMBERS
a. Members and their representatives shall at all times order their conduct so as to further the objectives of the UKFSC.
b. Any complaint to the officers of the UKFSC of conduct not in accordance with the foregoing standard shall, if necessary, be properly investigated by the officers or an impartial tribunal appointed by them for the purpose. Before investigating any such complaint or allegation its nature will be made known in writing by the officers to the Member so criticised. The Member concerned shall be given full opportunity of being heard in relation to such complaint or allegation and of calling witnesses and of cross-examining any witness called by the officers or any tribunal appointed by them.
c. The officers or any tribunal may recommend expulsion, suspension of membership for a period or dismissal of the complaint or allegation.
d. In all respects the investigation shall be made, the proceedings conducted
and the recommendation reached in accordance with the rules of natural justice.
e. The officers or any tribunal shall report to an Extraordinary General Meeting (EGM) of UKFSC called for the purpose of hearing the recommendation of the officers or tribunal for expulsion, suspension or dismissal of the complaint and shall vote upon such recommendation. A 90% majority of those present excluding from voting the member/representative complained against and voting shall be sufficient to confirm or reject a recommendation.
f. A Member so expelled will then immediately forfeit his interests and privileges in UKFSC and any unexpired balance of his subscription shall be returned pro-rata for the period of his membership.
g. A Member may also on the recommendation of the officers or tribunal be suspended for a period to be determined by the EGM on the same terms as to voting but with no return of unexpired subscription.
a. The UKFSC shall meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit, and determine the quorum necessary for the transaction of business.
b. Unless otherwise determined not less than 35% of the total voting membership shall be a quorum.
c. Full Members shall nominate a principal and an alternative representative to the UKFSC. One representative may attend any meeting and may vote.
d. Organisations with Group Membership may nominate a main and several alternative representatives of that Group. Regardless of size, a Group is restricted to a maximum of two votes.
e. Matters requiring a decision at any meeting shall be decided by a majority of its voting Members. It is for the Chairman to decide if any such matter has arisen. In the case of an equality of votes the Chairman shall have a second or casting vote.
f. Members shall undertake to further the objectives of the UKFSC and follow these Regulations. Failure to so do shall render continuing membership open to review by the Executive Board.
g. Minutes of UKFSC meetings shall be maintained, shall be confirmed at the following meeting and signed by the Chairman. Such Minutes shall be sufficient evidence of the matters discussed and so recorded.
A General Meeting of all Members of the UKFSC shall be held once in every year at such time and place as may be determined by the Chief Executive, but not more than fifteen months after the holding of the last Annual General Meeting.
15. EXTRAORDINARY GENERAL MEETINGS
The Chief Executive at any time on the requisition of not less than 35% by number of full Members shall convene an Extraordinary General Meeting of the UKFSC. At least 21 clear days notice must be given, setting out the resolutions proposed and the clear names of the proposers of such.
16.PROCEEDINGS AT GENERAL MEETINGS
a. (i) All business shall be deemed to be special that is transacted at an Extraordinary General Meeting.
(ii) All other business, shall be transacted at an Annual General Meeting, namely the approval of the accounts and balance sheet, the reports of the Chairman and of the Auditors, the election and fixing of the remuneration of the Auditors and the Legal Adviser.
(iii) Other meetings of the UKFSC have no formal status but are for the conduct of general business of UKFSC.
b. No business shall be transacted at a General Meeting unless there shall be present at least 35% of the voting membership.
c. If within half an hour from the time fixed for the meeting a quorum is not present, the meeting shall be dissolved and a new date fixed at an interval of at least 21 days.
d. The Chairman or, in his absence, the Vice Chairman shall preside at every General Meeting.
e. At any General Meeting a resolution put to the vote of the meeting shall
be decided by a show of hands. A declaration by the Chairman that a resolution
has been carried or carried unanimously or by a particular majority, or lost,
and an entry to that effect in the book of the proceedings of the UKFSC shall
be conclusive evidence of the fact without proof of the number of votes recorded
in favour or against that resolution.
Chairmanship of Meetings
Meetings shall be chaired by the Chairman. In the absence of the Chairman the Vice Chairman shall take the Chair. In the absence of both the Chairman and Vice Chairman, the Members attending shall elect a representative from the Full Members present to take the Chair for that meeting only.
Confidential Warning
The Confidential Warning is read out at each meeting. In addition the Confidential Warning is included on the meeting register and Members signing the register are also in effect signing as accepting the rules of confidentiality.
Finance
The income of the UKFSC shall be applied solely to the promotion of its main objectives as herein set forth, and no portion thereof shall be paid or transferred directly or indirectly by way of profits to the Members. Nothing herein contained shall prevent authorised payment of remuneration to employees of the UKFSC. Nothing herein contained shall prevent authorised payment of expenses.
Books of Account
The UKFSC shall cause true accounts to be kept by the Chief Executive of:
a. the liabilities and assets of the UKFSC.
b. the sums of money received and expended by the UKFSC and in the manner in which such sums have been dealt with.
The books of account shall be kept at the office of the UKFSC.
Bank Accounts
The funds of the UKFSC shall be at the disposal of the Committee. No expenditure shall be incurred unless (1) permitted in the Chief Executives Terms of Reference or (2) approved by a resolution of the UKFSC authorising such expenditure.
All subscriptions and other income arising from any source shall be paid
into the banking account of the UKFSC and, except for the purpose of making
such payments as are required to meet minor cash expenses, no payments shall
be made otherwise than by cheque drawn on the bankers.
Cheque Authority
Unless otherwise directed by the UKFSC all cheques for up to and including £2,500 shall be signed by one Officer. All cheques for more than £2,500 shall be signed by two Officers. The use of the Committee Credit Card is the sole responsibility of the Chief Executive and such use is subject to audit in the normal way.
a. The UKFSC financial year shall be from 1st April to 31st March.
b. Once at least in every financial year the UKFSC shall lay before the Members in General Meeting an account of the income and expenditure for the past year made up to a date not more than six months before such meeting, together with a balance sheet.
c. Such account and balance sheet shall be accompanied by a report from the Treasurer or the Chairman as to the affairs of the UKFSC generally, and a copy of such account, balance sheet and report shall, not less than 14 days before the meeting, be sent to Members and shall remain open for inspection by Members at the office of the UKFSC, during office hours, prior to the meeting.
Once at least in every year the accounts of the UKFSC shall be examined and the correctness of the statement of income and expenditure and balance sheet ascertained by one or more properly qualified auditors, to be appointed by the UKFSC in General Meeting or, in the case of a casual vacancy, by the Finance Committee.
The property of the UKFSC must be vested in the names of two Officers except for cash, which must be under the control of the Treasurer.
Any contracts (including contracts of employment) and leases or other legal obligations of the UKFSC shall be in the name of two Officers, one of whom shall be the Chairman or Vice Chairman and the other being the Chief Executive. The officers must deal with the property of the UKFSC as directed by resolution of the UKFSC and an entry in the record of decisions is conclusive evidence of the passing of such a resolution.
Officers entering into any obligations on behalf of the UKFSC do so in their capacity as such in accordance with this Constitution and in good faith shall be indemnified against risk and expense out of the assets of the UKFSC.
a. The annual subscription payable for full, group membership shall be the sum or sums of money as shall from time to time be determined by resolution of the UKFSC in General Meeting.
b. The date on which the annual subscription shall become due shall be the 1st day of April in each financial year.
c. Any Member shall forfeit all benefits of membership at the discretion of the Executive Board so long as their subscription is in arrears.
d. Notwithstanding the foregoing, no new membership shall take effect unless the applicable subscription shall have been paid for the period ending on the 31st March following the election/admission to membership.
If at any General Meeting a resolution for the dissolution of the UKFSC is passed by a majority of the Members present and voting, a second General Meeting shall be held within six weeks. Not less than 28 days written notice of the second General Meeting shall be given to each Member and, at that General Meeting, if the resolution is confirmed by a majority of Members present, the UKFSC must, at a date specified in the resolution, proceed to realise the property of the UKFSC. Following the discharge of all liabilities the UKFSC must divide such property equally between paid up Members. Upon completion of the division the UKFSC will be dissolved.
UKFSC is an unincorporated association of its Members who are responsible, jointly and severally, for its assets and liabilities.
Full Member
A Full Member is one that has full voting rights, pays the full membership
fee and whose representative is eligible to hold office.
Group Member
A Group Member is a Full Member that has applied to have one or more additional
appropriately related organisations represented on the UKFSC. Each Group Member
will have a maximum of two votes and will pay a subscription based on the
number of related organisations represented on the UKFSC.
Subscription
A subscription is the fee paid annually for membership to the UKFSC. The subscription
to be paid is decided at the Annual General Meeting.
Members
An organisation or company whose membership is agreed by the UKFSC shall be
known as a Member.
Representative
A representative is the person nominated by the Member, who is authorised
to attend the meetings and to act or speak on behalf of the Member.
Appropriately related
Organisations or parts of organisations that are in the same beneficial ownership
and have a legitimate interest in aviation safety.
Adviser
An individual or organisation, authorised to attend the meetings and participate
in the proceedings as if a Member, having specialist knowledge and a legitimate
interest in promoting aviation safety.
Constitution - July 2004
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