INSTITUTE OF HEALTH PROMOTION AND EDUCATION

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Constitution - October 2005

Title

1. The organisation shall be called the "Institute of Health Promotion and Education".

Registered Office

2. The Registered Office of the Institute will be situated in the United Kingdom and shall be at such place as the Council of the Institute may from time to time determine.

Definitions

3. (a) The practice of health promotion and health education may be described as the organisation and execution of the influences affecting the environment, as well as individual knowledge, attitudes and behaviour, in matters concerning health with a view to enabling communities and individuals to maintain and promote personal and community health and well-being, together with a proper acceptance and use of the health and medical services available.

(b) 'Institute' means the Institute of Health Promotion and Education.

(c) 'Council' means the Council of the Institute.

(d) 'Member' means any person whose name appears on the register except where otherwise indicated.

(e) 'Register' means the register of the names of members pursuant to Article 13.

(f) 'Year' means the period 1st January to 31st December.

Objects

4. The objects for which the Institute is established are to provide an organisational and practical basis for the activities in the field of health promotion and health education and in particular:-

(i) To initiate and promote the maintenance of accountability for all the activities in the field of health promotion and health education in agreement with legal, ethical and professional standards related to the field of promoting health and preventing and managing disease.

(ii) To aid the advancement of Health Promotion and Health Education as academic and practical disciplines by encouraging research and by taking all possible steps to improve the practice of Health Promotion and Education.

(iii) To publicise and comment on courses for continuing professional education with the objective of raising standards of those practising health promotion and/or health education.

(iv) To bring together those persons engaged in the practice of Health Promotion and Health Education for the interchange of views, experiences and for mutual consultation.

(v) To arrange seminars, conferences and discussion groups on matters of common interest and act as a clearing-house for the exchange of ideas and information on the practice of health promotion and health education.

(vi) To issue a Journal or Bulletin and other publications.

(vii) To consider the formation of sectional or regional branches of the Institute or groups with special purposes.

(viii) To be a representative of health promotion and health education agents and to develop and foster relationships with other bodies or authorities.

(ix) To undertake all such other things as are incidental or conducive to the attainment of the above objects or any of them.

Provided that:-

(a) In case the Institute shall take or hold any property which may be subject to any trusts, the Institute shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

(b) The Institute shall not support with its funds any object or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or conditions which, if an object of the Institute, would make it a Trade Union.

(c) The income and property of the Institute whensoever derived shall be applied solely towards the promotion of the objects of the Institute as set forth in this Constitution and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Institute, provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Institute, or any member of the Institute, in return for any services actually rendered to the Institute. No member of the Council or Governing Body of the Institute shall be appointed to any salaried office of the Institute or any office of the Institute paid by fees and no remuneration or other benefit in money or money's worth shall be given by the Institute to any member of the Council or Governing Body except repayment of out-of-pocket expenses.

(In connection with the objects set out in (i) to (ix) above, to accept, hold, invest, re-invest and administer gifts, legacies, bequests, devises, funds, grants and property of any sort or nature without limitation as to amount and value and to use, apply, expend, disperse or donate the income or expenditure thereof for, and to devote the sum to, any such objects of the Institute.

Emblem

5. The Institute shall have an emblem to be approved by the members. The manner in which and by whom the emblem shall be used to be prescribed by the Council.

Membership

6. There shall be the following classes of membership:-

(a) Honorary Fellowship shall be awarded to those persons who in the opinion of the Council of the Institute merit such recognition due to their outstanding contribution to the theory and practice of health promotion and health education, or who are otherwise considered suitable. The award of an Honorary Fellowship to be on the basis of the adoption of a formal resolution at a meeting of the Council of the Institute which should be approved at a General Meeting of the Institute. An Honorary Fellow should be entitled to use the initials F.I.H.P.E (Hon).

(b) Members: (i) Persons employed full-time in Health Promotion or Education who hold a recognised professional qualification or who, by virtue of their experience, satisfy the Council that they possess an understanding of the principles of Health Promotion and Education and are competent to undertake its practice; or (ii) Associate Members of five years' standing who satisfy the Council that they are competent to undertake the practice of Health Promotion and Education. Admission to the Institute entitles a Member to use the initials M.I.H.P.E.

(c) Fellows: Members of the Institute who have been members for five years may apply to the Council to change their membership status to that of a Fellow. There is no automatic right to be granted a Fellowship. Those elected by the Council to be Fellows will pay a higher annual subscription fee ñ determined by the Council. Failure to renew the appropriate annual subscription will result in the loss of Fellowship status.

(d) Associate Members: Persons not occupied full-time in Health Promotion or Education but who hold a professional qualification in an appropriate field.

Admission to the Institute entitles an Associate Member to use the initials A.I.H.P.E.

(e) Corporate Members: Organisations or groups actually engaged in or associated with Health Promotion and/or Education. Corporate Members shall be entitled to receive notice of and be represented at meetings of the Institute. A Corporate Member may by writing under the hand of the Secretary or other duly authorised officer, appoint one representative to vote at meetings of the Institute. The representative appointed shall be subject to the same conditions governing each event as may be applicable to members.

Corporate Members shall be entitled to all the ordinary facilities of the Institute.

(f) Honorary Life Members/Honorary Life Fellows: An honorary life membership/ fellowship may, in exceptional circumstances, be conferred by resolution at an Annual General Meeting.

(g) Student Membership: Students studying full time, for a period of not less than one year, for professional qualifications in the field directly or indirectly related to the promotion of health can be accepted as members with no voting rights. They will pay a reduced subscription and registration fee. On completion of their studies student membership is terminated. On application they may be considered for transfer to an appropriate membership category without payment of further registration fee. Subscription payments for the new category of membership would commence on 1st January in the year following completion of their student course.

Facilities of student membership are also available on application, to Full or Associate members of the Institute who undertake full time courses of study related to the practise of health promotion and/or education. In the case of acceptance of these applications no student registration fee will be payable. Payment of the student rate of annual subscription will commence on 1st January in the year following entry into the course of study or acceptance of student membership. On completion of the full time course of study members will revert to the previous category of membership with the rights and privileges of all members as laid down in the Constitution and commence payment of the appropriate annual subscription on the 1st January in the year following completion of their course of studies.

(h) Retired Members: a reduced subscription enables members to continue their contact with the Institute after retirement.

(i) Affiliate Membership: Individuals of good standing with a general interest in health promotion and/or health education can be accepted as affiliate members with no voting rights.

No individual member, corporate member, group or branch shall take any public action or make any public announcement in the name of the Institute or otherwise do anything directly or indirectly to represent that any proposal, action or statement of fact or opinion has the approval of the Institute; the Council alone may make announcements and publications in the name of the Institute. However, nominated officers may speak on behalf of or represent the Institute where appropriate.

Admission to Membership

7. Any person or organisation wishing to apply for Membership of the Institute under Article 6 shall submit an application to the Council on a form to be supplied by the Institute and which shall include an undertaking to abide by its regulations.

When a person has been elected and has paid the registration fee and the first annual subscription that person shall be a member of the Institute and shall be deemed to have agreed to be bound by these Rules and bye-laws made thereunder.

The Council may at any time without stating any reason refuse to accept an application for membership from any individual or corporate body or refuse to accept the renewal of the subscription of any individual or corporate member.

Certificate of Membership

8. Certificates issued to Fellows, Honorary Fellows and Members under Article 6 of the Constitution shall remain the property of the Institute and shall be returned to the Secretary immediately a Fellow or Member ceases to be in membership of the Institute unless the Council grants permission in individual cases for such Certificates to be retained.

Termination of Membership

9. Members shall cease to be members of the Institute in the following events:-

(a) If default is made in payment of the appropriate subscription within the period fixed by the Constitution from the date of request for payment thereof.

(b) If the Council passes a resolution terminating the membership of a member in accordance with its disciplinary powers under Article 17.

Resignation

10. Any Fellow, Honorary Fellow, Ordinary Member, Associate or Affiliate who may desire at any time to resign, and who is not in arrears in the payment of the subscription payable to the Institute, according to the rules for the time being regulating the payment of the subscriptions, may do so by communicating in writing by means of recorded delivery or registered post, addressed to the Secretary, at the Office of the Institute, and thereupon as from the date at which such letter of resignation shall be received as aforesaid, the Fellow, Honorary Fellow, Ordinary Member, Associate or Affiliate, shall cease to be a member.

Registration Fee

11. An initial registration fee to be determined by Resolution at an Annual General Meeting, shall be paid on admission to the Institute. Upon payment of the appropriate fee, the name of the person or organisation accepted into membership shall be entered in the Register of Members at the Institute.

Subscription

12.(a) The annual subscription shall be payable by all classes of members at a rate to be determined at an Annual General Meeting. The first subscription shall be payable immediately upon admission to the Institute, and thereafter in advance on 1st January each year, except that a member admitted during the months of October, November, December in any year who has duly paid his first annual subscription shall not be required to pay any annual subscription in respect of the following year.

Membership is continuous and unless written notice of resignation is received by the Secretary not later than the 31st December in any year, a member shall be liable for the subscription for the following year. All members are to be required to undertake to abide by this Regulation on application for admission to the Institute.

(b) Where a person transfers from one class of membership to another the subscription in respect of the new class shall become payable on the 1st January following the date of transfer.

(c) If by the 1st July of any year a members' subscription remains unpaid the Honorary Secretary shall apply for payment, if the subscription is not paid within twenty eight days following the Secretary's application the member shall cease to receive the Institute's publications and notices. The names of all members whose subscriptions still remain unpaid by the 31st December shall be reported to the Council and shall thereafter be removed from the Register of Members in accordance with Article 9, unless the Council shall for some special reasons otherwise determine.

The Council may for special reasons wholly or partly remit or waive the payment of any subscription in any case and subject to any conditions they may think fit.

Register

13. The Council shall maintain a Register of all Fellows, Honorary Fellows, Honorary Life Members, Members, Associates, Affiliates, Corporate and Retired Members of the Institute and shall publish such Register at such intervals as the Council shall decide.

Honorary Officers

14. The following shall be the Honorary Officers of the Institute and shall be elected at the Annual General Meeting:-

(a) Honorary Vice Presidents who shall not necessarily be members of the Institute and may be elected each year.

(b) President and President Elect, Honorary Secretary, Honorary Treasurer, Honorary Editors. The Honorary Secretary, Honorary Treasurer and Honorary Editors may serve in office for five years with a further tenure of five years if the members of the Institute vote for the second term (due note is taken of 15(a) of the Constitution). All members of Council (apart from the Honorary Secretary, Honorary Treasurer and Honorary Editors) shall serve a maximum of three years and will not be eligible for re-election for a further two years.

(c) The President Elect will officially be declared Chair until the occasion of the next Annual General Meeting. The President may serve for two consecutive years. Such a two year period of tenure allows that person to remain on the Council for a further year as immediate Past President.

(d) Past President and President Elect may chair Council meetings in the absence of the President.

Council of the Institute

15.(a) The Council shall consist of the President, President Elect, Honorary Secretary, Honorary Treasurer and two Honorary Editors. In addition, eight members of the Institute of Health Promotion and Education who are Fellows, Honorary Fellows, Members or Associate Members. Vacancies will be filled by election carried out at the Annual General Meeting.

Upon relinquishing office, the President, Honorary Secretary, Honorary Treasurer and Honorary EditorsEditor shall remain Members of the Council for one year.

Upon relinquishing office Presidents shall become Vice Presidents for three years.

(b) The Council shall have powers to appoint special committees or sub-committees which may include in addition to elected Members of the Council, other Members of the Institute and/or representatives of other organisations or professional interests as required.

(c) Nominations for Officers and Members of the Council shall be received by the Honorary Secretary not less than forty-two days before the Annual General Meeting. Notices of nomination must be in writing by a member of the Institute qualified to attend and vote at the Annual General Meeting. All nominations must be accompanied by a notice in writing sent by the persons nominated indicating their willingness to be elected.

(d) Any casual vacancy occurring among the officers and any other members of the Council or in the office of auditor or any vacancy not filled at an Annual General Meeting may be filled by the Council.

Functions of the Council

16. The affairs of the Institute shall be managed by the Council (subject to any direction which may from time to time be given to the Institute at any general meeting) which shall have full power to do whatever the Council may from time to time consider expedient in furtherance of the Institute's objects and in the interests of its Members as a whole and in particular:-

(a) To arrange the programme of activities of the Institute.

(b) To further objects of the Institute set out in this Constitution and in particular to make known the work of the Institute to individuals and organisations having an interest in the practice of Health Promotion and Health Education.

(c) To develop liaison and relationships with other bodies having interests in common with the Institute.

The Council shall be empowered to incur reasonable financial expenditure from the funds of the Institute in the execution of their duties and responsibilities.

The Council may delegate its day-to-day responsibilities to individual officers or such other persons as it thinks fit. Such officers or persons should always be accountable to the Council but may take decisions if immediate action is required.

Disciplinary Powers of the Council

17. The Council shall be empowered to warn, admonish, reprimand, suspend or terminate membership of any member the Council decides has:-

(a) Acted in breach of any Article of this Constitution or any regulation or bye law made by the Council under the provisions of the Constitution.

(b) Violated any legal, ethical or professional standards related to the field of health.

(c) Brought or been likely to bring the practice of Health Promotion or Health Education or the Institute into disrepute.

Should any requisition signed by not less than ten Fellows, Honorary Fellows or Ordinary Members be transmitted to the Council requiring that any Fellow, Honorary Fellow, Ordinary Member or Associate be expelled from the Institute, and stating the reasons or grounds on which such requisition is made, the Council shall, in case the reasons or grounds stated by the requisitionists shall appear to the Council to afford a good and sufficient prima facie cause for the expulsion of such Fellow, Honorary Fellow, Ordinary Member or Associate, cause to be forwarded a letter signed by the Secretary and addressed to the Fellow, Member or Associate whose expulsion is required, and take all such steps as they shall deem requisite for giving fair opportunity of denial, defence or explanation; and in case the Fellow, Honorary Fellow, Member or Associate in question shall decline or neglect to take the opportunity, or shall fail to satisfy the Council by denial, defence or explanation, the Council shall have power at a meeting of the Council called for the purpose of considering such expulsion to terminate membership provided that not less than three-fourths of the Council members present at the meeting vote in favour of such termination. The quorum of such a meeting being two-thirds of the Council Membership. The Secretary shall notify such member of the decision of the Council and remove the name of the Member from the Register of Members.

Bye-Laws

18. The Council may make from time-to-time, and from time-to-time afterwards repeal or alter any Regulations or bye-laws for the conduct of the general affairs of the Institute, and for the despatch of business as the Council from time-to-time may deem expedient. Provided that no bye-law shall have any validity or effect if it constitutes or involves such alteration of or addition to these Articles as could only lawfully be made by resolution passed at a Special or Annual General Meeting.

Groups

19. The Council shall be empowered at its discretion, to authorise Fellows, Honorary Fellows, Members, and Associates of the Institute, to form groups, whether territorial or professional, for the better regulation of their activities within the Institute; provided that no such Group shall be formed without the prior permission of the Council and that all rules and regulations relating to the management of such Group shall conform to the Constitution of the Institute, and shall be approved by the Council and provided further that each such Group shall undertake to produce, at the request of the Council reports of its activities and copies of papers read at or submitted to its meetings, the Council having the right at its discretion, to circulate such reports and papers to members as it thinks fit. No Group as such shall have power to secede from the Institute.

Accounts

20. (i) The Council shall cause proper books of account to be kept with respect to:-

(a) All sums of money received and expended by the Institute and the matters in respect of which such receipts and expenditure take place;

(b) All sales and purchases of goods by the Institute; and

(c) The assets and liabilities of the Institute.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Institute and to explain its transactions.

The books of account shall be kept at the Office, at such other place or places as the Council shall think fit, and shall always be open for the inspection of the Members of the Council.

(ii) Audit - Once at least in every year the accounts of the Institute shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by two Auditors who shall be appointed at the Annual General Meeting. The Institute shall employ professional accountants to carry out the audit, the Accounts of which should be presented at the Annual General Meeting.

Meetings

21. (a) Ordinary General Meetings of the Institute shall be held when appropriate at such places as the Council shall direct. At any such meetings the business shall be the reading and discussion of papers, reports and communications on subjects of interest to members and the discussion of such subjects.

No other business shall be transacted at any Ordinary General Meeting. Visitors may be introduced to any Ordinary General Meeting by any members, unless indication is given to the contrary on the notice of meeting.

A Corporate Member may, in addition to appointing a representative pursuant to Article 6 of the Constitution, appoint delegates up to the maximum number at any time determined by the Council to attend General Meetings as observers.

(b) An Annual General Meeting shall be held in each year at such time and place as the Council shall direct. At such meeting shall be discussed any matters relevant to the management of the Institute's affairs. At least twenty-one days' notice of the meeting and of any notices of motion to be discussed thereat shall be sent to members.

(c) A Special General Meeting may be called at any time by order of the Council or upon requisition received by the Honorary Secretary and signed by ten members. The requisition shall state the business to be presented to the Special Meeting and the meeting shall be convened within twenty eight days of its receipt. At least fourteen days' notice of a Special General Meeting shall be sent to Members and the resolutions to be moved shall be stated in the notice. No other business shall be discussed at the meeting.

(d) Any resolution for consideration at any Annual General Meeting must be received by the Honorary Secretary not less than forty-two days before the date appointed for the meeting. The Council may direct that any resolution which appears to them to be scandalous or vexatious or contrary to the provisions of this Constitution shall not be placed upon any agenda or discussed at any meeting.

Voting at Meetings

22. Save herein expressly provided no person other than a member duly registered shall be entitled to vote on any question either personally or by proxy or as a proxy for another member at any General or Special Meeting of the Institute. A voting member unable to be present at any General or Special Meeting of the Institute may vote by proxy, the instrument appointing the proxy shall be in writing under the hand of the appointer and must be submitted to the Secretary prior to the commencement of any meeting. The person appointed as proxy must be a voting member of the Institute. Any resolution proposed at any General Meeting shall be voted on by a show of hands unless a poll be demanded before or upon the declaration of the result of the show of hands. On a show of hands, every member entitled to vote and the members duly represented by proxy at the Meeting, shall have one vote. The Chair shall also have one vote and in the event of a drawn resolution, shall also have a second or casting vote.

Notices

23. A notice must be given by the Institute to any member either personally or by sending it by post to him at his registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice and to have been effected at the expiration of seven days after the letter containing the same is posted.

The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate any proceedings or resolutions at any meeting of the Institute or any Council thereof.

Quorum

24. (a) No business shall be transacted at any meeting of the Council unless a quorum of four members is present.

(b) No business shall be transacted at any Annual or Special General Meeting of the Institute unless a quorum of ten members shall be present in person or in the form of a proxy validly made under this Constitution. A member attending in person may act as proxy for more than one member in good standing provided the appropriate authorisation has been given.

Records and Minutes

25. (a) Records shall be taken and minutes kept in such form as the Council may direct of the proceedings at all General Meetings and at all Meetings of the Council and sub-committees of the Council of the Institute and the minutes of every such meeting shall be confirmed at and signed by the Chair of a subsequent meeting and when so confirmed and signed shall be conclusive as to all matters and things therein recorded and purported to have been done or directed to be done.

(b) A resolution in writing signed and agreed to by all the members of the Council for the time being in the United Kingdom shall be as valid and effectual as if it had been passed at a meeting of the Council duly called and held, and may consist of several documents in the like form each signed by one or more members of the Council.

Interpretation

26. If there should be any ambiguity or differences of opinion concerning the purport or interpretation of any rule, and to deal with any matter not provided for in these rules, reference shall be made in writing to the Secretary of the Institute, who shall refer the matter to the Council. The decision of the Council shall be final and binding upon all parties.

Duration of the Institute

27. The Institute shall continue until dissolved by Resolution passed at an Extra-ordinary General Meeting of the Institute. Upon the dissolution of the Institute the Institute's surplus funds or property (if any) shall be given or transferred to some charitable organisation or organisations having objects similar to those of the Institute as shall be determined by resolution passed at an Extra-ordinary General Meeting of the Institute and if and so far as effect cannot be given to such provision then to some charitable object.

Alteration to the Constitution

28. No alteration or addition to the Constitution shall be made except by resolution duly passed with the consent of at least two-thirds of the members present and voting at an Annual or Special General Meeting, notice having been given in accordance with Article 21.

Indemnity

29. The members of the Council and other Officers for the time being of the Institute, and the trustees (if any) for the time being acting in relation to any of the affairs of the Institute and each of them and their personal representatives, shall be indemnified and secured harmless out of the assets of the Institute from and against all actions, costs, charges, losses, damages and expenses which incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own dishonesty or wilful neglect or default respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipt for the sake of conformity, or of any bankers or other persons with whom any moneys or effects belonging to the Institute shall be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys or belongings to the Institute shall be placed out or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, except the same shall happen by or through their own dishonesty or wilful neglect or default respectively.

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