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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. | CONDUCT OF SIE MEETINGS |
| 14. | ANNUAL GENERAL MEETING |
| 15. | EXTRAORDINARY GENERAL MEETINGS |
| 16. |
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| 17. | |
| 18. | AUDIT |
| 19. | PROPERTY AND INVESTMENTS |
| 20. | SUBSCRIPTIONS |
| 21. | STATUS OF UKFSC |
| 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.
(1) The effectiveness of the UKFSC depends upon trust to enable matters relating to aviation safety to be discussed openly and freely. Therefore, confidentiality and de-identification of information exchanged must be observed by all Members and Advisors. For this reason the “Confidential Warning” is read out at each meeting and is to be included on the meeting register which Members sign 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 it must be used with discretion. Members are not to be quoted by name or organisation without their prior authority.”
(2) The Minutes record matters discussed under the Rule of Confidentiality. With the exception of Advisers, circulation of Minutes to non-UKFSC Members is forbidden, either in whole or part.
(1) Eligibility for Membership
Membership of the UKFSC is available to all bodies involved/concerned with
aviation safety.
(2) 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.
• Group Membership
Group Membership is available to all Full Members who wish for two or more appropriately related organisations to be represented on the UKFSC.
(3) Application for Membership
All new applications for membership must be submitted to the UKFSC by the Chief Executive as soon as it is practicable to do so. Additional information will be required from the applicant to support its request. If the proposed new Member is acceptable to the Committee, confirmation of membership will require election in plenary session of the UKFSC.
(4) Continued Membership
Subject to the payment of the annual subscription fee, continued membership of the UKFSC will be automatic. Any Member wishing to resign must give at least six months notice of withdrawal in writing, in which case no refund of the annual subscription fee will be made. Persistent non attendance by a Member’s representative without a suitable explanation will be reviewed by the Executive Board.
(5) Members’ Representatives
Member organisations are required to nominate a principal and, if necessary, an alternate representative in writing. These nominees are the only persons entitled to attend meetings without seeking guest status through the Chief Executive. The principal representative will be the normal recipient of all UKFSC communications for the Member organisation concerned. Communications between the UKFSC Membership or the Executive Board and an individual Member will normally be via e-mail. Despatch from the UKFSC office e-mail address to the Member’s last notified e-mail address will constitute good notice of the matters contained therein.
Because of Membership numbers, it is expected that only one representative from each organisation will attend each meeting. When the Member’s nominated representative changes, this must be notified via e-mail. A guest may be invited periodically but not on a regular basis.
(6) Membership List
At each Annual General Meeting, the Chief Executive will provide each Member with a complete Membership list of contact details and membership categories. The Chief Executive will issue amendments to this list as necessary between Annual General Meetings. He will also issue a list of the Chairman and Members of all Standing-Committee and Working Groups within the UKFSC.
The powers of the UKFSC include the election of the Chairman, Vice-Chairman, Treasurer and Non-Executive Board Member.
The headquarters office of the UKFSC will be situated as directed by the UKFSC Membership.
(1) The Officers of the UKFSC are the Chairman, Vice-Chairman, Treasurer, and Non-Executive Board Member.
(2) The Chairman, Vice-Chairman, Treasurer and a Non-Executive Board Member are to be elected annually by the UKFSC Membership via postal ballot. Details of candidates will be notified to Members entitled to vote no less than 21 days before the date appointed for return of ballot papers. Members elected to the above positions will serve for a period of one year but may stand for re-election for another term in the normal manner. Should the Chairman be re-elected, he may only serve for a maximum of two terms. The UKFSC Executive Board may be required to fill vacancies in Board appointments for a period until the next annual election.
(3) The Chief Executive is an ex-officio Officer of the UKFSC.
8. BOARDS, COMMITTEES AND WORKING GROUPS
The following Boards, Committees and Working Groups are to be convened:
(1) Executive Board
The UKFSC Executive Board comprises the Chairman, Vice-Chairman, Treasurer, Non-Executive Member, CAA Representative and the Chief Executive. Led by the Chairman, the Board is responsible for:
• Determination of UKFSC policy and its strategic direction.
• Appointment and employment of the Chief Executive and the definition of his duties and responsibilities, which will include the management of the UKFSC administration and staff.
(2) Finance Committee
The UKFSC Finance Committee is chaired by the Treasurer and comprises the Chairman, Vice Chairman, the Non-Executive Board Member, the Chief Executive and the CAA Representative. The Finance Committee is responsible for managing the finances of the UKFSC.
(3) Operational Safety Committee
The Operational Safety Committee is chaired by the Vice-Chairman of UKFSC and comprises the Chairman of UKFSC, the Chief Executive and the Chairmen of each of any active Committees. The Operational Safety Committee is the principal technical committee for the management of the UKFSC safety aims.
(4) External Affairs Committee
The External Affairs Committee comprises the Chief Executive and at least three other Members determined by the UKFSC. The External Affairs Committee shall nominate its own Chairman but in default of such nomination shall be chaired by the Chief Executive. The External Affairs Committee is responsible for managing the relations between the UKFSC with organisations and individuals outside the membership.
(5) Committees and Working Groups
Additional Committees and Working Groups may be formed as determined by the Operational Safety Committee. Each shall have a nominated chairman and members appointed by the Operational Safety Committee. Each Committee shall have written terms of reference which clearly define its responsibilities, output requirements and deadline.
UKFSC Members’ Representatives are not 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. If neither the Chairman nor the Vice-Chairman is available, such authority may be given by or exercised by the Chief Executive.
10. INABILITY TO PERFORM DUTIES
Any Officer of the UKFSC who becomes unfit to perform his Committee duties will be formally notified by the Chairman that their position is under review by the Executive Board.
Appropriate individuals or organisations may be appointed as advisers by the UKFSC to attend regular meetings of the UKFSC. Such advisers will be subject to the rules and regulations of membership and be eligible to receive Minutes and associated documentation, but will not have voting rights or be allowed to hold office.
12. PROFESSIONAL CONDUCT AND EXPULSION OF MEMBERS
(1) Members and their representatives will order their conduct in furtherance of the objectives of the UKFSC at all times.
(2) If necessary, any complaints of conduct which are contrary to UKFSC objectives and standards will be investigated by either the Officers of the UKFSC or an impartial tribunal appointed by them. Before the investigation commences, the allegation is to be made known to the Member in writing. The Member concerned will be given the opportunity to respond to the complaint or allegation, to call witnesses and to cross-examine any witness called by the Officers or any tribunal appointed by them.
(3) The Officers or appointed tribunal may recommend expulsion, temporary suspension of membership or dismissal of the complaint or allegation. In all respects, the investigation, subsequent proceedings and actions taken must be in accordance with the rules of natural justice.
(4) The Officers or appointed tribunal are to report to an Extraordinary General Meeting (EGM) of UKFSC called to hear the findings of the investigation and then vote on any recommendations. A 90% majority of those present, excluding the subject Member of the complaint, is sufficient to confirm or reject the recommendations.
(5) Any Member so expelled will then immediately forfeit his interests and
privileges in UKFSC and any unexpired balance of his subscription will be
returned pro-rata for the remaining period of his membership. A Member may
also, on the recommendation of the Officers or tribunal, be temporarily suspended
for a period determined by the EGM but with no return of unexpired subscription.
13. CONDUCT OF SIE MEETINGS
(1) SIE Meetings will be chaired by the UKFSC Executive Board Chairman. In
the absence of the Chairman, the Vice-Chairman will take the Chair. In
the absence of both the Chairman and Vice Chairman, the Members attending
will elect a representative from the Full Members present to take the Chair
for that meeting only.
(2) Having determined the quorum necessary for the transaction of business, the
UKFSC will meet to despatch business and regulate its meetings as it thinks fit.
(3) The Confidential Warning is to be read out at each meeting and included in the meeting register which Members are to sign as accepting the rules of confidentiality.
(4) Unless otherwise agreed, no less than 35% of the total voting membership is required to represent a quorum. One Representative from each Full Member may attend any meeting and may vote. 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.
(5) The Chairman is to decide if matters arising require a vote. Voting will be decided by a majority of Members attending. In the case of equal votes, the Chairman will have a second or casting vote.
(6) Minutes of all UKFSC SIE meetings are to be maintained, confirmed at the following meeting and signed by the Chairman. The Minutes will provide sufficient evidence of the matters discussed and so recorded.
(1) A General Meeting of all Members of the UKFSC will be held once each
year at a time and place determined by the Chief Executive, but not more
than fifteen months after the last Annual General Meeting.
(2) All routine business will be transacted at the Annual General Meeting, when
at least 35% of the voting Membership must be present. If a quorum is not present
within half an hour from the time fixed for the meeting to start, it is to be
dissolved and a new date fixed at an interval of at least 21 days. The Annual
General Meeting is to approve the accounts and balance sheet, the reports of
the Chairman and of the Auditors and to elect and fix the remuneration of the
Auditors and the Legal Adviser.
(3) All resolutions put to the vote at the meeting will be decided by a show of hands. The Chairman is to declare a resolution either carried unanimously, or by a particular majority, or lost. The declaration is recorded in the Minutes as conclusive evidence of the fact; the number of votes in favour or against that resolution need not be recorded.
15. EXTRAORDINARY GENERAL MEETINGS
(1) The Chief Executive is to convene an Extraordinary General Meeting of the UKFSC at the request of not less than 35% of Full Members at any time. The Executive Board may call at its sole discretion for an Extraordinary General Meeting at any time. In either case, at least 21 clear days notice must be given and the resolutions and the names of their proposers clearly set out.
(2) All business transacted at an Extraordinary General Meeting will be
deemed to be special.
(1) The income of the UKFSC will be applied solely to the promotion of its main objectives and no portion is to be paid or transferred directly or indirectly by way of profits to the Members.
(2) The employees of the UKFSC will be remunerated and their approved expenses reimbursed.
Books of Account
(3) True accounts of the following UKFSC finances are to be kept by the Chief Executive at the office of the UKFSC:
• The liabilities and assets of the UKFSC.
• The sums of money received and expended by the UKFSC and the manner in which such sums have been disposed.
Bank Accounts
(4) The funds of the UKFSC will be at the disposal of the Finance Committee. No expenditure is to be incurred unless it is permitted in the Chief Executive’s Terms of Reference or approved by a resolution of the UKFSC authorising such expenditure.
(5) All subscriptions and other income arising from any source will be paid into the bank account of the UKFSC and, except for the purpose of making such payments as are required to meet minor cash expenses, no payments will be made otherwise than by direct debit or cheque drawn on the UKFSC’s bank account or by the Chief Executive’s sole use of the UKFSC Credit Card.
Cheque Authority
(6) 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.
(1) The UKFSC financial year runs from 1st April to 31st March.
(2) At least once in every financial year, the UKFSC Executive Board is to lay before the Members at a 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 a meeting, together with a balance sheet.
(3) Accounts and the balance sheet are to be accompanied by a report from
the Treasurer or the Chairman on the affairs of the UKFSC generally. A copy
of the account, balance sheet and report will be sent to Members not less
than 14 days before the meeting. The accounts will remain open for inspection
by Members at the office of the UKFSC during office hours.
At least once each year, the accounts of the UKFSC are to be examined by qualified auditors and the correctness of the statement of income and expenditure and balance sheet ascertained.
(1) The property of the UKFSC must be vested in the names of two Officers, except for cash, which must be under the control and direction of the Treasurer.
(2) Any contracts (including contracts of employment) and leases or other legal obligations entered into on behalf of the UKFSC are to be in the name of two Officers, one of whom is to 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 the decisions entered in the Minutes as conclusive evidence of such a resolution.
(3) Officers entering into any obligations on behalf of the UKFSC do so in accordance with this Constitution and in good faith, and are indemnified against risk and expense out of the assets of the UKFSC.
(1) The annual subscription payable for Full and Group Membership will be the sum or sums of money as determined by resolution of the UKFSC at the Annual General Meeting.
(2) The date on which the annual subscription will become due is the 1st day of April in each financial year.
(3) Any Member will forfeit all benefits of membership at the discretion of the Executive Board so long as their subscription is in arrears.
(4) New membership will only take effect after the applicable subscription
has been paid for the period ending on the 31st March following their admission
to membership.
The UKFSC is an unincorporated association of its Membership who are jointly and severally responsible for its assets and liabilities.
If a resolution for the dissolution of the UKFSC is passed at any General Meeting by a majority of the voting Members present, a second General Meeting must be held within six weeks, with no less than 28 days written notice of the second General Meeting being given to each Member. If the resolution is confirmed by a majority of Members present at the second General Meeting, the UKFSC Executive Board and Chief Executive must proceed to realise the property of the UKFSC by the date specified in the resolution. 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.
(1) 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.
(2) 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. ‘Appropriately related’ refers to organisations or parts of organisations that are in the same beneficial ownership and have a legitimate interest in aviation safety. 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.
(3) 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.
(4) Members
An organisation or company whose membership is agreed by the UKFSC shall be known as a Member.
(5) 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.
(6) 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 - April 2008
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