The Objectives of the Respiratory Effectiveness Group (REG) Initiative (“the Initiative”) are, to advance knowledge and raise the profile of real-life respiratory research and to achieve better integration of high-quality real-life research into clinical guidance, policy and decision making for the benefit of all stakeholders.
1. Membership / Collaborator Status
Ordinary membership, termed “collaborator status” of the Initiative shall, at the discretion of the Council and existing collaborators, be open to:
- Medically qualified respiratory clinicians and trainee respiratory clinicians
- Academics, with qualifications and expertise in research methodologies, statistics and other related fields.
- Other parties who have demonstrated a consistent and continuing interest in real-life research (respiratory or not) by relevant publication, or by other means.
Associate membership shall, at the discretion of the Councillors, be open to experts working within sponsor organisations. Associate members will receive the collaborator newsletter, but will not be eligible to vote on Initiative business matters and will not be eligible for election to the Council. At the discretion of the Council, Associate Members will be invited to collaborate within specific Initiative working groups and/or subcommittees.
2. Council and Council Secretary
The business of the Initiative shall be conducted by the initiative’s Council.
The Research and Communications Director will serve as Secretary to the Council. The Secretary will support the convening of the council and the implementation of Council strategy, but will not serve as a Member of the Council.
The Council comprises the: Special Interest, Regional, Society and Guideline Leads for the Initiative as well as the Executive Officers and the Oversight Committee.
The Oversight Committee shall consist of three independent members with experience of healthcare, the pharmaceutical sector, academic societies, or other relevant experience as agreed at the discretion of the Council. Oversight Committee members will be proposed and appointed by the Executive Officers, but approved by the Council. The Oversight Committee are responsible for approving the strategic and budgetary plans for the Initiative on an annual basis, ensuring they are feasible and in alignment with the aims and objectives of the Initiative. At least one Oversight Committee Member must be in attendance at Council meetings and at the AGM. A minimum of two Oversight Committee Members must approve (by hard copy or electronic signature) the Initiative’s annual strategic and financial plans.
The Executive Officers shall be the Chairman and Corporate Governance Lead of the Initiative. The Chairman is elected by the Council for a period of two years. Other Officers are appointed by the Council for two years and may be re-elected to office annually for a maximum of four years. Council members who have served 4 continuous years will be eligible for re-election to the same role after a break in tenure of ≥1 year, or for immediate election to a different role within the Council.
The Council, excluding the Executive Officers and Oversight Committee Members, shall consist of no more than 20 members, of which not less than any ten will be medically qualified respiratory physicians. The Regional, Guideline, Society and Special Interest Leads of the Council will be invited and appointed by the Executive Officers. The tenure of membership of these members shall be a minimum of 2 years where after the Executive Officers will hold an election. Existing Council Members, if willing and proposed by the Executive Officers, can continue in their role for a second two-year term of office.
Nominations for new Council Members shall be submitted to the Initiative’s Secretary not less than six weeks before the Annual General Meeting (held annually in June). If the number of nominations exceeds the number of vacancies, the presiding Councillors will conduct an election and the results of the election will be reported at the Annual General Meeting.
Management Committee Members’ terms of office end at the Annual General Meeting held in their final year of office, at which point the terms of office of the new Management Committee Members begin.
Casual vacancies occurring among the Council, whether caused by retirement, death or otherwise, may be filled by a member of the REG collaborators on invitation by the presiding Executive Officers. The collaborator so chosen to fill any casual vacancy shall retain his or her office so long only as the member of the Council whose office has been vacated would in the ordinary course have retained office.
At the discretion of the Management Committee, additional individuals may be selected to attend and participate in Council meetings, but they may not vote on business matters of the Initiative.
3. Power of Executive Officers
The Initiative’s Executive Officers must manage the business of the Initiative and have the following powers in order to further the Objectives (but not for any other purpose):
(a) to raise funds. In doing so, the Executive Officers must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the property belonging to The Initiative;
(d) to co-operate with societies, charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(e) to acquire, merge with or enter into any partnership or joint venture agreement with any other Society formed for any of the Objectives;
(f) to set aside income as a reserve against future expenditure but only in accordance with expenditure related to activities in clear alignment with the Objectives of the initiative;
(g) to obtain and pay for such goods and services as are necessary for carrying out the work of the Initiative;
(h) to open and operate such bank and other accounts as the Oversight Committee consider necessary and to invest funds and to delegate the management of funds in a manner approved by the Oversight Committee;
(i) to do all such other lawful things as are necessary for the achievement of the Objectives.
No alteration of this Constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Initiative’s Executive Officers.
4. Disqualification and removal of Executive Officers
An Executive Officer shall cease to hold office if he or she:
(a) ceases to be a Member/Collaborator of the Initiative;
(b) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(c) resigns as an Executive Officer by notice to the Initiative; or
(d) is absent without the permission of the Executive Officers from all the Management Committee meetings (both face-to-face and virtual) held within a period of 12 consecutive months and the Executive Officers resolve that his or her office be vacated.
5. Annual General Meetings and Extraordinary General Meetings
The AGM shall take place once a year; Extraordinary General Meetings may be held at the discretion of the Council provided there is at least three weeks’ notice to collaborators. A quorum shall consist of at least 10 collaborators, in addition to any Council Members who may be present.
Reports of Officers and Council members with designated roles should be accepted for inclusion in the minutes of the AGM. General meetings shall be chaired by the Chairman of the Initiative. If the Chairman is not present a Council Member nominated by the Executive Officers shall chair the meeting. If there is only one Executive Officer present and willing to act, he or she shall chair the meeting. If no Executive Officer is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the Members present must choose one of their number to chair the meeting. The Members present at a meeting may resolve that the meeting shall be adjourned. The person who is chairing the meeting must decide the date, time and place at which the meeting is to be re-convened. No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place. At least seven clear days’ notice shall be given of the re-convened meeting stating the date, time and place of the meeting.
Each Member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have. On a poll, votes may be given either personally or by proxy by a mechanism prescribed by the Executive Officers.
6. Amendments to the Constitution
The Constitution may be amended by a two-thirds majority of the collaborators present at an Annual General Meeting or Extraordinary General Meeting provided that 14 days’ notice of the proposed amendment has been sent to all the members and provided that nothing herein contained shall authorise any amendment or deletion or addition to this Constitution.
7. Financial Investments
The Executive Officers of the Initiative are authorised to appoint professional investment managers of repute and to delegate to them investment decisions on a discretionary basis. The Executive Officers will delegate holding any investment to a nominee company of repute. The Executive Officers are empowered to hold any investment which is quoted on a recognised Stock Exchange throughout the world.
The Corporate Governance Lead and Chairman of Council (or deputy) will meet with, and review a report from, the appointed investment manager annually, to judge performance.
All investments made on behalf of the Initiative by its nominee must be appropriate and of a conservative nature and be in line with current legislation within the United Kingdom. The Oversight Committee and Executive Officers will review the reserves policy annually as part of the consideration of the budgetary parameters for the forthcoming year with the Objectives of the Initiative and the need to ensure sufficient funds exist to meet the commitments of the Initiative in future years.
The Council may from time to time make such Regulations as they may deem necessary or expedient for the proper conduct and management of the Initiative. The Regulations may regulate the following matters but are not restricted to them:
(a) the admission of collaborators and their afforded rights and privileges
(b) the conduct of collaborators in relation to one another and to the Initiative’s staff.
(c) the procedure at general meetings and meetings of the Council in so far as such procedure is not regulated by the Constitution.
(d) the keeping and authenticating of records.
(e) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
The Initiative in general meeting has the power to alter, add to or repeal the Regulations.
The Council must adopt such means as they think sufficient to bring the Regulations to the notice of Initiative collaborators. The Regulations shall be binding on all Initiative collaborators. No Regulation shall be inconsistent with, or shall affect or repeal anything contained in this Constitution.
9. Annual Report and Return and Accounts
The Executive Officers are responsible for:
(a) the keeping of accounting records for the Initiative;
(b) the preparation of annual statements of account for the Initiative;
(c) the transmission of the statements of account to the Initiative;
(d) the preparation of an Annual Report and publication with Company’s House and on the Initiative’s website.