UK National Kidney FederationThe name of the organisation shall be the National Kidney Federation
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, consisted by clause 8 of this constitution (“the Executive Committee”)
The objects of the Federation shall be to promote throughout the United Kingdom the best renal medical practice and treatment, the health of persons suffering from kidney disease or renal failure, (herein called ‘kidney patients’) and to support the related needs of those relatives or friends who care for kidney patients.
In furtherance of its objects, but not otherwise, the Federation shall:
a) Promote a wider knowledge and understanding of the problems of kidney patients, and those relatives or friends who care for them, to the general public and the appropriate authorities.
b) Co-operate and lawfully promote the needs of kidney patients with all relevant local and national organisations and statutory bodies, with a view to improving facilities for kidney patients.
c) Further and assist the work of prospective and existing Kidney Patients’ Associations.
d) Raise funds for the achievement of the objects and invite and receive contributions by way of subscriptions, donations or otherwise, providing that the Federation shall not undertake any permanent trading activities in raising funds for its charitable purposes.
e) Do any such other lawful things as shall further its objects as outlined in Section 3.
f) To appoint to the position of vice president a person, who though not having direct interest, have through their selfless dedication to its aims and objectives contributed to further the work of the National Kidney Federation over a minimum period of 10 years. The Executive Committee or a member Association can make nominations for this position. A decision will be made at a Council Meeting. There may be more than one vice president.
(i) Categories of membership
a) Full membership shall be available, subject to the approval of the Executive Committee, to all Kidney Patients’ Associations, which are properly constituted and representative bodies.
b) Associate membership shall be available, subject to the approval of the Executive Committee, to organisations which are properly constituted and representative bodies, and whose objects are in accordance with those of the ‘Federation.’
c) Affiliated membership shall be available, subject to the approval of the Executive Committee, to national groups formed under the control of the NKF. Each affiliated group may have one co-opted place on the Executive Committee. However executive members of the affiliated group may stand for election to the Executive in the normal manner
d) Friends’ membership shall be available to any individual who supports the objects of the Federation.
(ii) Resignation from Membership
Any member wishing to withdraw must do so in writing to the Federation office.
(iii) Removal from Membership
a) Any decision of the Executive Committee to terminate membership of any individual or organisation shall only be taken for good and sufficient reason. The individual or organisation concerned will have the right to be heard by the Executive Committee, accompanied by a third party if desired, before a final decision is taken.
b) There shall be a right of appeal against any decision of the Executive Committee which will be heard by the President of the Federation. The decision of the President shall be final.
a) The Federation shall maintain a Council that will monitor the work of the Federation. Opinion expressed at Council meetings shall not be legally binding upon the charity’s trustees, but such expressed Council views will form advice that the Trustees should consider. The Council shall consist of one representative from each of the full Member Associations, with at least 60% of representatives being kidney patients. The Council shall meet not less than twice in each calendar year. One of these meetings being after the A.G. M. of the Federation.
b) Only official representatives of each Full member association shall be entitled to speak and vote on items of formal business at AGM or EGM meetings. If am item on the agenda requires an element of “Specialist knowledge” then at the Chairman’s discretion a replacement speaker may speak on behalf of an Association. This concession can only be used once by any association during any AGM or EGM. Staff members will be able to speak if they are called on to answer questions. Any individual may speak on any other item discussed at Council meetings, including “Open Forum” items.
c) If the elected representative of any Member Association is unable to attend a Council meeting, a substitute representative may attend and vote, if so entitled, on behalf of that Association. Notice of the substitution must be given in writing in all cases prior to the meeting.
d) Voting at council meetings shall be by show of official ballot cards.
e) The decision of the Chairman of joint Chairman on all questions of order and conduct of Council meetings shall be final.
f) A quorum shall consist of 30% of Full Member Associations’ representatives.
g) Members who wish to place items on the agenda must submit them in writing not less than 28 days before the date appointed for the meeting. The agenda for a Council meeting shall be circulated to all members to arrive not later than 21 days before the meeting.
Either the Executive Committee or 5 full member associations acting jointly shall have the right to call a Special Council Meeting. The motion must be made in writing and reach the Federation office not less than 28 days before the proposed Special meeting of the Council. The motion must stipulate clearly the matters to be discussed at the Special meeting and no other matters may be voted on at that meeting.
a) Written notice of the Special Meeting shall be circulated by those calling the meeting to reach all members not less than 21 days before the meeting informing them of the motion and the date, time and place of the meeting.
b) A quorum at a Special Council meeting shall be 30% of Full Member Associations.
If the elected representative of any member association is unable to attend a Special meeting of the Council, a substitute representative may attend and vote if so entitled on behalf of that association. Notice of the substitution must be given in writing in all cases prior to the meeting.
a) The Executive Committee shall consist of not less than 11 and not more than 16, elected members including a maximum of 6 elected officers. Officers shall serve a maximum of 3 years in the same office; no Executive Committee member shall serve for a period of more than 7 consecutive years.
b) The Executive Committee shall have the power to fill any vacancy for an officer position or executive member subject to such appointments being ratified at the next meeting of the Council. Up to 3 of the Executive Committee members may be individuals who are members of the Federation, but are not members of any member Kidney Patient Association. Any such individual must have their nomination proposed or seconded by one of the current elected officers.
c) Any individual who is a member of a member KPA may stand for election to the executive subject to a maximum of 2 individuals from any individual KPA being elected to the Executive Committee
d) Individual Executive Committee members or individual KPA members may propose no more than two members for the Executive Committee in any one year.
e) All nominations for election to the Executive Committee shall be proposed and seconded. Either the proposer or seconder must be a member of their own associations Executive Committee.
f) The Executive Committee is elected by the Council to be the policy making body of the Federation, having general oversight of the administration of its affairs, and shall meet at least 4 times a year. For purposes of the Charities Act, elected Executive Committee members and “Permanent” Co-opted members of the Executive Committee shall be the registered Charity Trustees of the Federation, during their term of office
It shall determine the rules and procedures to call and govern its meetings. This shall include the establishment of relevant sub committees; the membership, rules and terms of reference of which shall be determined by the full Executive Committee.
The Executive Committee may appoint sub-committees consisting of 3 or more members of the Executive Committee, for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently carried out by a sub-committee. Provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.
All full members of the Executive Committee will normally be expected to take on and specialise in mutually agreed areas of work.
g) All elected officers of the Executive Committee shall agree unforeseen urgent policy matters in the first instance. This may be done by use of electronic mail. However should officers be unavailable for whatever reason, a quorum of two-thirds (2/3 rds) of the officers shall be required and empowered to reach a decision. Failing this, the officers shall consult with the senior members (by length of service) of the executive, sufficient to reach the two-thirds (2/3 rds) quorum, in order to reach a decision. All decisions shall be placed on the agenda of the next full meeting of the Executive Committee.
h) A quorum shall consist of 30% of the Executive Committee members, including 50% of all officers.
i) Nominations for the Executive Committee shall be submitted to the office in writing no later than one hour before the closure of the office, 36 days before the AGM of the Council. The Chairman or Joint Chairman or his agent shall circulate with the agenda for the A.G.M. of the Council a list of eligible candidates, together with a statement supporting their candidature, proposed for the election to the Executive Committee.
j) If there are more candidates than vacancies on the Executive Committee, the Chairman or Joint Chairman of the Council shall appoint 2 scrutinizers, hold a secret ballot and announce the result at the AGM.
k) Members co-opted to the Executive Committee for a specific project shall not have voting rights. However, members co-opted as “permanent” Executive Committee members shall have equal rights and obligations to the Federation as have elected Executive Committee members.
l) The Executive Committee shall appoint and fix remuneration of staff employed by the Federation. Salaries will be reviewed annually in November
Three or more of its members acting jointly may call a special meeting of the Executive Committee. The motion must be made in writing to reach all members of the Executive Committee at least 21 days before the date of the Special meeting. The quorum for a special meeting of the Executive Committee shall be 30%. No business other than that specified on the agenda for the special meeting may be conducted thereat.
a) The chairman of the Federation shall act as chairman at all meetings. If the chairman is absent from any meeting, then the vice-chairman shall act as chairman for the meeting. Otherwise the members of the Executive Committee shall choose one of their number to be chairman of the meeting before any other business is transacted.
b) Every matter shall be determined by a majority of votes of the members present and voting on the question. In the case of the Council, this will be by the elected representatives attending the meeting. If there is equality of votes then the chairman shall have a second or casting vote.
c) All voting, other than by secret ballot, shall be by show of the ballot slip issued to representatives attending the meeting.
d) Minutes of the proceedings of all meetings will be kept, in a book set aside for this purpose.
e) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
f) Should Non-Patient candidates be proposed and seconded for officer positions which would result in more than 50% of officers being Non-Patients, a pre-ballot of Non-Patient candidates shall be arranged to determine those to contest officer vacancies. This shall only apply to positions where a ballot for the officer position is necessary. Unopposed Non Patient candidates are exempt from this ballot, providing the total Non Patient officers’ elected does not exceed the 50% rule outlined in 12 (a). Should this not be the case, there shall be a final secret ballot of ALL elected Non Patient officers to determine which shall continue to serve in their elected capacity. Under powers granted in 8 (b) the Executive Committee shall be charged with filling any vacant officers’ position after the above electoral process has been completed.
Once in every 12 months the Executive Committee shall convene an A.G.M. of the Council, within 3 months following the end of the financial year. Its function shall be for Council representatives, to;
a) elect officers and members of the Executive Committee for the following year;
b) receive, and if approved adopt, the audited or independently examined accounts, as appropriate;
c) receive the Chairman’s annual report on the work of the Federation, its Council and committees;
d) to appoint independent examining accountants or auditors for the coming year
e) to fix subscriptions for the following year.
At the AGM. no vote may be taken on any matter which has not been placed on the agenda for decision at the AGM
A copy of the accounts shall be circulated to each member association representative not later than 21 days before the date of the AGM
If the elected representative of any member association is unable to attend the AGM, a substitute representative may attend and vote on behalf of that association. Notice of the substitution to be given in writing in all cases prior to the meeting.
The agenda for the AGM shall be circulated to each member association representative not later than 21 days prior to the meeting
The quorum at an AGM shall be 30% of full member associations’ representatives.
The elected officers of the Federation shall include Chairman or Joint Chairman, Vice Chairman or Joint Vice Chairman, Treasurer and Secretary, with the option to elect any other such honorary officers, as the Council shall from time to time decide.
a) 50% of all elected officers shall be kidney patients.
b) The elected Chairman or Joint Chairman shall be the Chairman (or Joint Chairman) of both the Council and the Executive Committee.
c) No individual may be elected to the same officer position for more than 3 consecutive years. So long as the term on the Executive Committee does not exceed 7 years. For the purpose of this clause, stand-alone positions, and joint positions, shall be deemed as one and the same.
d) Nominations for officer position shall be proposed and seconded, either the proposer or seconder must be from a member of their own association’s Executive Committee. They shall be submitted to the office in writing no later than one hour before the closure of the office, 36 days before the AGM of the Council.
e) No individual shall be eligible to stand for election as any officer position until he has served for at least 12 months as a member of the Executive Committee.
f) No KPA may have more than one person serving as an officer of the Executive Committee.
g) The Chairman or Joint Chairman (or his/her agent) shall circulate with the agenda for the A.G.M. of the Council a list of eligible candidates, together with a statement supporting their candidature for election.
h) If there are more candidates than vacancies for an officer position, the Chairman or Joint Chairman of the Council shall appoint 2 scrutineers, hold a secret ballot, and announce the result at the meeting.
a) All income and property of the Federation shall be applied to further the objects of the Federation as decided by the Executive Committee.
b) The treasurer, secretary and 2 other persons appointed by the Executive Committee shall be registered signatories for the Federation. 2 of the registered signatories shall sign all cheques and other documents governing the finances of the Federation.
c) The treasurer shall keep proper books of accounts and shall present to each meeting of the Executive Committee an interim statement showing the current state of the Federation’s finances.
d) The treasurer shall be empowered by the Executive Committee to pay reasonable expenses incurred in the interests of the Federation.
e) The Federation’s financial year shall end on 31st December.
f) Individual members on the Council of the Executive Committee must declare any personal financial interest in any matter under discussion at a meeting and shall not vote on the matter in question.
g) Except with the prior written approval of the Charity Commissioners, no trustee may:
(i) Receive any benefit in money or kind from the charity.
(ii) Have a financial interest in the supply of goods or services to the charity.
(iii) Acquire or hold any interest in property of the charity (except in order to hold it as trustee of the charity).
(i) The Executive Committee shall cause the title to:
a) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
b) all investments held by or on behalf of the charity;
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission.
a) If the Executive Committee decides that it is necessary or advisable to dissolve the charity, a motion for the dissolution of the Federation must be submitted to the Council 3 months before the relevant meeting of the Council. The motion shall be passed if it receives two-thirds (2/3rds) of the votes cast by the representatives of the members present and voting at a Council meeting. The Executive Committee must realise any assets held by, or on behalf of the Federation.
b) Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred by the Executive Committee to such other charitable institution or institutions having objects similar to the objects of the Federation, as the Executive Committee may decide, or failing that, shall be applied by the Executive Committee for similar charitable purposes.
a) Subject to the following provisions of this clause, the constitution may only be amended at an A.G.M. or an E.G.M. of the Council called for the purposes after 1 month’s notice of the proposed change has been given to all members of the Council, the consent of two-thirds (2/3rds) of members present being necessary before any alteration can take effect. The quorum of an E.G.M. of the Council shall be 30% of full member associations’ representatives.
Either the Executive Committee or 5 full member associations acting jointly shall have the right to call an E.G.M.
If the elected representative of any member association is unable to attend an E.G.M. of the Council, a substitute representative may attend and vote if so entitled on behalf of that association. Notice of the substitution must be given in writing in all cases prior to the meeting.
b) No amendments shall be made to clause 3, clause 13(f), clause 13(g) without the prior written approval of the Charity Commissioners.
c) No amendment may be made which would have the effect of making the charity cease to be a charity at law.
A.G.M - Annual General Meeting
E.G.M.- Extraordinary General meeting
The National Kidney Federation is registered in England and Wales as a Company limited by guarantee (Company No 5272349) and awarded charitable status (Charity Number 1106735). Give as You Earn contributions No. CAF GY511.
Registered Office:- The Point, Coach Road, Shireoaks, Worksop, Notts S81 8BW, Tel: (01909) 544999, Fax: (01909) 481723, Helpline: (0845) 601 02 09, E-mail: 
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Page created: 13 June 2004
Last updated: 27 February 2011