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Articles of Association Plastic, Reconstructive and Aesthetic Surgeons Indemnity Scheme Limited (PRASIS)

A Company Limited by Guarantee Not Having a Share Capital
Adopted by special resolution dated 29 June 2021

Interpretation

1.  In these Articles:

‘Chair’ means the Chairperson of the Board of Directors, chosen in accordance with these Articles.

‘Clear days’ means, in relation to the period of notice for meetings, that period specified, excluding the day on which the notice was given and the day on which the meeting is to take place.

‘Companies Acts’ means all statutes (including orders, regulations and other subordinate legislation) from time to time in force that affect companies in so far as they apply to PRASIS.

‘Director’ means a person appointed to be a director of PRASIS in accordance with these Articles.

‘The Board of Directors’ means the board of directors of PRASIS constituted in accordance with these Articles.

‘Executive Director’ means a person who is a Director and who is also retained by PRASIS to oversee and be responsible for the day to day administration, operations and management of PRASIS and is recorded as such in the register of Directors.

‘Non-executive Director’ means a person who is a Director of PRASIS, but who is not directly involved in the day to day administration, operations and management of PRASIS and is recorded as such in the register of Directors.

‘Member’ means a person accepted as a member of PRASIS in accordance with these Articles.

‘Registered Address(es)’ means: in respect of PRASIS, its current business address and/or e-mail or other address for the purpose of electronic communication from time to time notified to the members and Directors of PRASIS; in respect of a member or a Director of PRASIS, his current residential, professional or business address and/or his e-mail or other address for the purpose of electronic communication from time to time notified to PRASIS.

‘United Kingdom’ means Great Britain and Northern Ireland.

Unless the context otherwise requires:

The masculine shall include the feminine; and The word ‘body’ shall be given the widest interpretation and shall include any firm, company, business, association or partnership.

Objects and Powers of PRASIS

2.  The objects for which PRASIS is established are as set out below in this paragraph and shall be carried out in the manner provided in these Articles:

A.  To arrange, provide or procure insurance and other services to ensure indemnity for members in relation to their professional activities as medical practitioners engaged in plastic, reconstructive and aesthetic surgery;

B.  To purchase, procure or provide appropriate advice or assistance for members on matters relating to claims, disciplinary and other matters;

C.  To promote the interests of plastic, reconstructive and aesthetic surgeons generally;

D.  To promote high standards of professional, medical practice among the members;

E.  To take financial measures to protect the interests of PRASIS and its members;

F.  To promote legislative measures liable to benefit members of PRASIS;

G.  To provide or procure advice to members relating to their business affairs;

H.  To purchase expertise in data management, claims handling and risk management and other services for the benefit of the members;

I.  To remunerate those providing services to PRASIS and its members;

J.  To enter into partnerships or joint ventures etc with any person or body for the promotion of the interests of PRASIS and its members;

K.  To carry on any business which can in the opinion of the Board of Directors be advantageously carried on in connection with any of the objects of PRASIS;

L.  To borrow or raise money, invest money or purchase property;

M.  To do all things incidental and beneficial for the objects of PRASIS.

The income and property of PRASIS shall be applied solely towards the promotion of the objects of PRASIS.

Liability of Members; No Dividends Payable

3.  Each member undertakes to contribute to the assets of PRASIS, if PRASIS should be wound up while they are a member or within one year after they cease to be a member, for the payment of PRASIS’s debts and liabilities contracted before they cease to be a member, and of the costs, charges and expenses of winding PRASIS up and for the adjustment of the rights of the contributories among themselves. The contribution of each member is limited to the sum of £1.

4.  No dividends shall be paid to the members of PRASIS.

Members

5.   Any person domiciled in the United Kingdom or in the Republic of Ireland holding the qualification of medical practitioner and whose name appears on the relevant General 3 Medical Council Specialist Register as practising, teaching or training within the specialty of plastic, reconstructive and/or aesthetic surgery and who is a full member of the British Association of Plastic, Reconstructive and Aesthetic Surgeons (BAPRAS) and/or the British Association of Aesthetic Plastic Surgeons (BAAPS) or is eligible to be so, shall be eligible to apply to be a member of PRASIS. The conditions for membership of PRASIS shall be determined and laid down by the Board of Directors, who, amongst other things, can specify other categories of persons eligible for membership of PRASIS.

6.  The power to admit persons to the membership of PRASIS shall reside with the Board of Directors. This power can be delegated by them to such other person or body as they see fit.

7.  In order to be considered for membership of PRASIS, an applicant shall complete and submit an application form. If accepted as a member, the applicant will be admitted to membership of PRASIS and will be entered in the register of members.

8.  In its absolute discretion, the Board of Directors can suspend or terminate a member’s membership of PRASIS with immediate effect on giving notice in writing to the member.

9.  Membership is personal to the member and is not transferable and will cease on the death of the member.

10.  If a member is erased from the register of medical practitioners of the General Medical Council, then they will with immediate effect cease to be a member of PRASIS and to enjoy the general benefits of membership.

11.  Each member shall supply to PRASIS his current residential, professional or business address together with his e-mail or other address for the purpose of electronic communication. These addresses shall be entered in the register of members as the member’s Registered Addresses. Every member shall, on request, supply such other information as PRASIS may from time to time require.

12.  A member may withdraw from membership by giving notice to PRASIS. However, they will have no right to a refund of any of the fees and subscriptions that have been paid or that are due from them.

Fees and Subscriptions

13.  The Board of Directors shall have the power to set the level of the members’ annual subscription to PRASIS.

14.  Every member shall pay to the required nominated insurance broker of PRASIS an annual fee, which will represent the cost of their insurance premium, their subscription to PRASIS and the cost of the annual provision of medico-legal and risk management services provided to the members of PRASIS.

General Meetings

15. The Board of Directors shall convene annual general meetings in accordance with the Companies Acts and may call extraordinary general meetings, whenever they think it is appropriate.

16. Extraordinary general meetings can be called by the Board of Directors or by a request in writing and signed by at least one third of members. On such a request being 4 received from the members, the extraordinary general meeting shall be held not later than six weeks after the receipt of the request. An annual general meeting or an extraordinary general meeting shall be called by the giving of at least 21 clear days’ notice.

17. Notice for all general meetings, including adjourned meetings (if written notice is necessary), shall be given in writing and sent by first-class post or by electronic communication to each member.

18. The notice shall specify:

  1. whether the meeting is an annual general meeting or an extraordinary general meeting;
  2. the date, time and place where the meeting is to be held; and
  3. the general nature of the business that is to be transacted

19. The accidental failure to give notice of a meeting to any person entitled to receive notice shall not invalidate the proceedings at that meeting.

20. An annual general meeting or an extraordinary general meeting will be quorate, provided that at least five of the members are present in person or by proxy appointed in accordance with the Articles. If a quorum is not present, then no business can be transacted and the meeting will be adjourned.

21. All general meetings shall be presided over by the Chair of the Board of Directors or by such other member of the Board of Directors as the Chair shall nominate. The Chair of the meeting may adjourn a meeting, as they see fit. When a meeting is adjourned for fourteen days or more, then at least seven clear days’ notice shall be given for the resumption of the meeting. Otherwise, it will be sufficient for the Chair of the meeting to declare the date, time and place of the adjourned meeting at the general meeting and it will not be necessary to give written notice. No business can be transacted at an adjourned general meeting other than what would have been transacted at the original meeting.

22. Each member shall be entitled to attend, to speak at and to vote at any general meeting. The Directors may attend and speak at general meetings, whether they are members or not.

23. Each member will have one vote.

24. Proxies may be appointed by the members in accordance with the Companies Acts. Written notice must be delivered to the Company Secretary in accordance with the Articles not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in accordance with any instructions contained in the notice of the general meeting (or adjourned meeting) to which they relate. The notice must contain the following information:

  1.  the name and address of the member appointing the proxy;.
  2.  the name of the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;.
  3. be signed by or on behalf of the member appointing the proxy, or be authenticated in such manner as the directors may determine.

25. All resolutions proposed at a meeting will be determined by a show of hands, unless a poll is requested. A poll may be requested by the Chair of the meeting or by at least 5 five members present at the meeting. The poll shall be taken immediately and in such manner as the Chair of the meeting considers appropriate. The result of the poll shall be considered to be the resolution of the meeting at which the poll was requested.

26. Unless a poll is requested, a declaration by the Chair of the meeting that a resolution has been carried or not and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact.

27. If the votes cast for and against a particular resolution are equal, whether in a poll or on a show of hands, then the Chair of the meeting shall have the casting vote in addition to any other vote they may have.

The Board of Directors

28. The control of PRASIS shall be vested in the Board of Directors, who will exercise all the powers of PRASIS and manage the business of PRASIS.

29. Any person who is willing to act as a Director of PRASIS and is permitted by law to do so may stand for election at an annual general meeting.

30. A new Director may be co-opted to the Board of Directors pending a vote for his election at the next annual general meeting. Until that annual general meeting, they shall be treated as a duly elected Director, notwithstanding the fact that his appointment may not be approved by the members of PRASIS at the subsequent annual general meeting. Once elected or co-opted to the Board of Directors, the name of the Director will be entered in the register of Directors, recording the date of his election or co-option and whether they are an Executive or a Non-executive Director.

31. The Board of Directors may delegate any of its powers to a committee or to such person or body as it considers appropriate. This delegation can be subject to such conditions as the Board of Directors considers appropriate. The Board of Directors may grant the right to sub-delegate. Such delegations of their powers can be withdrawn or altered at any time.

32. The Board of Directors may appoint a Chief Executive and may terminate their appointment.

33. The Board of Directors may enter into contracts or arrangements to secure legal and claims handling services, insurance and indemnity for the members of PRASIS in respect of their work as plastic, reconstructive or aesthetic surgeons and may negotiate on behalf of the members through PRASIS’s nominated insurance broker the terms of such legal and claims handling services, insurance and indemnity. The Board will monitor PRASIS’ contracts and arrangements with its brokers and underwriters on an on-going basis and shall undertake a formal review of those contracts and arrangements at least once every three years. If deemed necessary for the benefit of its members, the Board shall tender for new insurance brokers from time to time.

34. The Board of Directors may enter into contracts to do whatever is expedient for PRASIS.

Retirement and Disqualification of Directors; Appointment and Retirement of the Chair

35. A Non-executive Director may hold his office on the Board of Directors for a term of three years. If they are co-opted onto the Board of Directors pending approval of his 6 appointment at an annual general meeting, his term shall run from the date of that co-option. At the end of his term, if they so desire, they may seek re-election to the Board of Directors for a further three year term. Where a Non-Executive Director has retired from clinical practice prior to the expiry of his first three year term, eligibility to serve a second term will be at the discretion of the Board of Directors. At the end of a Non-Executive Director’s second term, they must retire from the Board of Directors unless the Board of Directors determines that their appointment is extended for a further period of up to 12 months and the Director is willing to accept an extension to their term of office. The Director shall retire at the end of any agreed extension to their term. They may then, if they so wish seek re-election to the Board of Directors after the lapse of a minimum of one year. No Executive Director shall be subject to this retirement stipulation. This retirement stipulation is modified in relation to the Chair in paragraph 37 below.

36. The Board of Directors shall appoint one of their number to be Chair of the Board of Directors for an initial term of three years. At the end of their term they may seek reelection as Chair of the Board of Directors for a further three year term. Where a Chair of the Board of Directors is no longer in clinical practice prior to the expiry of their first three year term, eligibility to serve a second term will be at the discretion of the Board of Directors. If the Chair is a Non-Executive Director and in the course of their term as Chair, they would otherwise be required to retire from the Board of Directors in accordance with article 36, they need not retire. Instead, they shall be permitted to continue as Chair and Director, until they have served their full three year term as Chair together with, in the case of a Non-Executive Director, any period of extension approved by the Board of Directors. At the end of their second term of three years (together with, in the case of a Non-Executive Director, any agreed period of extension), they shall retire unless the Board of Directors determine that their appointment as Chair is extended for a further period of up to 12 months and the Chair is willing to accept an extension to their term of office. The Chair shall retire at the end of any agreed extension to their term. However, if they retire from the Board of Directors at end of their term as Chair (which shall include any period of extension), they may then, if they so wish, seek re-election to the Board of Directors after the lapse of a minimum of one year from their date of retirement.

37. A Director shall vacate their office:

  1. if they cease to be eligible to act as a Director under the provisions of the Companies Acts or they become prohibited by law from being a Director; or
  2. if a Director is also a member of PRASIS and they cease to be a member of PRASIS (unless otherwise determined by the Board of Directors); or
  3. if they become bankrupt or makes any arrangement or composition with their creditors generally; or
  4. if they are or may be suffering from any mental disorder and either:
    1. they are admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984, or in Northern Ireland, an application for admission under the Mental Health (Northern Ireland) Order 1986; or
    2. an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for their detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to their property or affairs; or
    3. if they resign their office by notice to the Board of Directors; or
    4. if they cease to be domiciled in the United Kingdom or the Republic of Ireland; or
    5. if the Board of Directors so resolves.

For the avoidance of doubt, this paragraph applies to all Directors, including the Chair.

Reimbursement and Remuneration of Directors

40. Directors shall be entitled to be reimbursed for any reasonable expenses incurred in connection with their attendance at meetings of the Board of Directors or at general meetings or otherwise in the discharge of their duties.

41. The Directors may also be paid out of the funds of PRASIS by way of remuneration at such rates as the Board of Directors consider appropriate.

Proceedings of the Board of Directors

42. Subject to the provisions of the Memorandum of Association of PRASIS, these Articles and the provisions of the Companies Acts, the Board of Directors may regulate its proceedings as it sees fit.

43. Meetings of the Board of Directors may be called by the Chair at such specified interval as they may consider appropriate. Otherwise, a meeting of the Board of Directors can be called by two Directors giving notice to all other Directors. Notice of any meeting of the Board of Directors can be given to a Director in person or by word of mouth or in writing or by electronic communication. The notice must specify the date, time and place where the meeting is to be held.

44. A meeting of the Board of Directors will be quorate, provided three Non-executive Directors are present. In addition to being present in person, a Director will be considered to be present, if they participate in the meeting by video link or telephone conference facility in such a manner as to be able to hear and be heard throughout the meeting.

45. If a meeting of the Board of Directors is not quorate, then no proposal can be voted on, except a proposal to call another meeting.

46. If the number of Directors on the Board of Directors falls below the number fixed for the quorum, then the Board of Directors may still act, but only in order to appoint new Directors or in order to call a general meeting.

47. The Chair will preside at any meeting of the Board of Directors. In their absence, the Directors present will choose one of their number to chair the meeting.

48. In order to vote on any issue arising at a Board meeting, a Director must be present at that meeting. No Director can vote by proxy.

49. Any question arising at a meeting of the Board of Directors shall be decided by a 8 simple majority. Each Director shall have one vote. If the votes cast for and against a particular resolution are equal, then the Chair of the meeting shall have the casting vote in addition to any other vote they may have.

50. A resolution in writing signed by all the Directors shall be as effective as if passed by the Board of Directors in meeting.

51. Subject to the provisions of the Companies Act 2006 and provided that they have disclosed to the other Directors the nature and extent of any material interest of theirs, a Director may count for the determination of any quorum on a resolution and vote on a resolution notwithstanding any conflict of interest they may have, unless otherwise determined by the Board of Directors.

52. All acts done at any meeting of the Board of Directors or by any person acting as a Director shall, even if it is later discovered that there was some defect in the appointment of that Director or any of the Directors or that any of them were disqualified, be as valid as if every such person had been properly appointed and had been entitled to vote.

53. A meeting of the Board of Directors shall be considered to take place at the place in England where the largest group of those participating is gathered, or, if there is no such group, where the Chair of the meeting is.

Notices

54. Unless otherwise stipulated in these Articles, any notice, document or information shall be given in writing or by means of electronic communication to PRASIS at its Registered Address or to any person at their Registered Address.

55. PRASIS may give any notice, document or information to a member or a Director either personally or by sending it by post in a prepaid envelope addressed to the member or Director at their Registered Address or by leaving it at that address, or by giving it using a form of electronic communication to their Registered Address or by any other means authorised by the member or Director concerned. If no such address is supplied to PRASIS, the member or the Director shall not be entitled to be served with any notice.

56. A member or Director present at any meeting of PRASIS shall be considered to have received notice of the meeting and of the purposes for which it was called.

57. Proof that an envelope containing a notice was properly addressed, prepaid and posted on a certain date shall be conclusive to prove that the notice was given and posted. A notice shall be considered to have been given at the expiration of 48 hours after it was posted.

58. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice contained in an electronic communication sent in accordance with these Articles is considered to have been given on the day that it was sent.

Company Secretary, Minutes, Seal, Accounts

59. Although PRASIS need not have a company secretary, a secretary may be appointed by the Board of Directors on such terms as they may think fit. The Board of Directors may remove any secretary so appointed at any time. 9

60. The Board of Directors shall ensure that minutes of all meetings of the Board of Directors, of the members of PRASIS in general meeting and of any committee shall be made in books kept for the purpose.

61. PRASIS need not have a common seal. But the Directors may decide that PRASIS shall have a common seal and if so, they may determine under what circumstances and in what fashion it will be used.

62. It shall be the responsibility of the Board of Directors to keep PRASIS’s Accounts and other records of PRASIS and to report on them in accordance with the Companies Acts. PRASIS’s Accounts shall be kept at the registered office of PRASIS. The Board of Directors shall determine whether and to what extent and under what conditions the Accounts and the books of PRASIS shall be made available for inspection by any person who is not a member of the Board of Directors. No person is entitled to inspect any of PRASIS’s accounting or other records merely by virtue of being a member.

Indemnity and Insurance

63. The Directors may decide to purchase and maintain insurance at the expense of PRASIS in respect of their own duties and the duties of the employees of PRASIS performed on behalf of PRASIS. If so, the Directors and the employees of PRASIS will be entitled to be indemnified in accordance with the terms of any such insurance policy.