Rules of Procedure for Neuromonitoring UK
Neuromonitoring UK (hereinafter referred to as NM UK) is an organisation registered with Companies House as a private company limited by guarantee and not having share capital as of 27th April 2015.
The following rules are to be read in conjunction with the NM UK Memorandum and Articles. These rules are intended to support the group, its objectives, and its smooth running. It is a working document which will require amendments and clarification over time and should be read and used in this context.
The funds necessary to maintain NM UK and to achieve its objects (Appendix 1) shall be raised through:
- membership fees
- proceeds of the activities organised by NM UK
- sponsorships, advertising, donations and gifts
- a) Directors
The appointment of NM UK directors is covered under Part 2 (17) of the company articles. Only members who are eligible under Company Law may become directors of Neuromonitoring UK company limited by guarantee and in this respect will be subject to Company Law. The number of NM UK directors will be decided upon by majority vote of the executive committee with a minimum of 4 directors. Only members of the executive committee will be eligible to become directors.
- b) Management
The NM UK directors delegate responsibility of the management of the affairs of the organisation to an Executive Committee (2c). The executive powers of the organisation shall be vested in the executive committee.
- c) Executive committee
i)The executive committee will contain at least 4 members with the maximum number of 13.
ii)The executive committee shall include the following officer roles: Chairperson, a Treasurer, a Secretary and a Membership Secretary (Appendix 2a), and any additional roles the executive committee deems necessary to aid the running of the organisation affairs and achieving its objectives (these may include those listed in Appendix 2b and any other roles as required).
- ii) Executive committee members must maintain their subscription to NM UK.
iii) Executive committee members agree to provide their time on a voluntary basis and are expected to actively contribute to the running of the organisation and attend business meetings, teleconference business meetings and be involved in email correspondence. An executive committee member will be expected to attend, as a minimum, 1 in every 4 business meetings or teleconferences.
- iv) Executive committee members may remain in their roles for any length of time at the discretion of the rest of the executive committee (unless removed under provisions of section 3i and section 4).
- v) Members of the executive committee wishing to step down should notify the The Chairperson will notify all the executive directors via email if he/she should wish to step down.
Appointment of executive committee members
- a) Nominations for executive committee roles.
Any current member of the executive committee may (with the nominee’s permission) nominate another executive committee member for the role of chair or other named roles as listed in Appendix 2a and 2b. The nomination must be seconded by another executive committee member.
Nominations may take place:
- i) at the end of the company’s financial year (30th April) or
- ii) when the officer has given notice of their resignation or
iii) when the current officer has been removed from their position under section 4.
- b) Executive committee roles.
The executive committee will decide by majority vote which role a person takes on with the exception that, in the event of resignation of any officer role, the designated deputy for that officer role may take on the full role without the requirement for a committee vote.
One person may take on more than one role as deemed appropriate by the executive committee. Current and past holders of the role will be eligible for nomination unless they had been removed under section 4.
The executive committee reserve the right to
- c) Applications for vacant executive committee positions
When a vacant executive committeethe executive committee will inform the membership (Section 9).
Prospective candidates for the executive committee will be invited to complete an application form including nominations from 2 current NM UK members. They will also be required to submit a statement and brief resume and declare any conflicts of interest.
- i) The candidate must have been a member of NM UK for at least 1 year.
- ii) The candidate will be actively involved in the provision of, and/or use of, neuromonitoring
iii) Before a candidate can be become an executive committee member they would normally have served at least 3 months as a sub-committee member. If a prospective candidate has not previously been a NM UK sub-committee member they will be invited by
the Chairperson of the executive committee or by the Chairperson of a sub-committee to join a sub-committee and/or attend executive committee business meetings and teleconferences as a non-voting participant.
- iv) A person who has been previously been removed from office under section 4(b) will not be eligible to apply.
- d) Election of new executive committee members.
i)The names of all eligible candidates, together with a statement from the candidate will then be put forward to the membership (Section 9). The successful candidate will be the person who has the majority of votes cast in a member vote in a general meeting or via online poll of members.
- ii) Unopposed candidate. In the event of there only being one candidate per vacant position, the executive committee may declare the candidate unopposed and the position will be filled by that candidate or, at the discretion of the executive committee, the role may be re- In the event of there being no applicants for the vacant post, the post will continue to be advertised.
iii) The duly elected members’ term in post will begin at a time mutually agreed by the member and the executive committee.
Removal of executive committee members
In addition to the provisions in the Company Articles, the executive committee may, by majority vote, remove executive committee membership from any member who:
- a) has not paid the annual subscription
- b) who has demonstrated wilful intent to act in a manner likely to discredit or damage the reputation or activities of NM UK
- c) who has not actively contributed to the running of the organisation as per section 2(e).
Notification of such action shall be communicated by the NM UK Chairperson or Secretary by electronic communication. The individual will be removed as a director of NM UK.
- a) Formation of sub-committee.
At the discretion of the executive committee and Chairperson, sub-committees may be formed to help the running of the organisation and for specific purposes. Each sub-committee may be formed and disbanded as required by the executive committee and Chairperson.
- b) Running of sub-committee.
- i) Each sub-committee will be headed by a member of the executive committee who will be able to co-opt both executive committee members and other non-executive members to the sub-committee. If the executive committee requires it then non-NM UK members may be appointed into sub-committee roles (e.g. those offering professional support). Non-executive sub-committee members will not become directors of NM UK and will not have voting rights on executive committee decisions.
- ii) Each sub-committee member is expected to contribute in a meaningful way to the running of the sub-committee. If an individual is not deemed not to be an active member of the sub-committee to which they are assigned their sub-committee membership may be removed (this will be decided by majority vote of the executive committee).
iii) The lead member for each sub-committee will be responsible for liaising with the Chairperson of NM UK, reporting back any recommendations to the executive committee at executive committee meetings or teleconferences and providing an annual report of the activities of the sub-committee to the wider membership (Section 9). If that person is unavailable they should delegate this responsibility to another sub-committee member.
- a) Bank account. The funds of NM UK shall be kept in a bank account in the name of Neuromonitoring Cheques will require a minimum of 2 signatories who represent NM UK.
- b) Payment of expenses. Reasonable expenses of those working on behalf of NM UK may be covered
- c) An annual company return, annual company accounts and annual tax return will be submitted on behalf of the company directors as required under Company Law and Her Majesties Revenue and Customs (HMRC). A copy of the annual accounts will be sent to the email address provided to NM UK by each member (this may be in the form of publication in the NM UK newsletter). At the discretion of the executive committee an external professional accountant or bookkeeper may be employed to prepare the company accounts and submit annual return.
- a) Any substantial amendments to the company rules must be proposed to the executive committee in writing, or by electronic communication, and submitted to the executive committee, then passed by ordinary resolution by member vote in a general meeting or via an online poll of members. A majority of votes cast are required to adopt such amendments.
- b) Non-substantial amendments to the company rules may be passed by majority vote of the executive committee and notified to the wider membership within 30 days.
- c) Substantial amendments to the company rules may be passed by majority vote of the executive committee in exceptional circumstances to allow for the smooth running of the organisation. Such amendments will take effect immediately and be notified to the wider membership via electronic communication within 30 days of the vote. Any member may raise an objection to the amendments in writing to the Chairperson within 30 days of this notification and the amendment will then be subject to member vote as per Section 7(a).
Dissolution of NM UK must be proposed to the executive committee in writing and submitted to the executive committee, then passed by ordinary resolution by member vote in a general meeting or via online poll of members. A majority of votes cast are required to adopt decisions to dissolve NM UK.
In the event of the winding up of the company, any assets remaining after the satisfaction of all of debts and liabilities shall be used for scientific purposes.
Membership Terms and Conditions
- a) There is currently only one level of membership which is ‘subscriber’. The term of membership runs from 1st October to 30th September annually.
- b) Members agree to abide by the company rules and terms of membership.
- c) Membership of NM UK constitutes support and participation in the advancement of the organisations objects, but does not imply certification by the NM UK of the member’s competency in the application or knowledge of neurophysiological monitoring techniques.
- d) Prospective members are required to complete the Membership Application form and pay the appropriate annual fee, (the amount of which shall be determined by the executive committee). Memberships will be deemed to be approved by the Membership Secretary as the representative of the executive committee.
Termination of membership
- a) If a member has not paid the current subscription by 31st December in the year in which the payment is due then the Membership Secretary shall notify the member by electronic communication (using the last email contact provided to us). If subscription remains unpaid 30 consecutive days after such notification the Membership Secretary will remove membership from that person.
Any member wishing to re-apply for membership after having been removed for non-payment of subscription may do so by paying the outstanding subscription monies due for that year.
- b) The executive committee may remove membership from anyone who has demonstrated wilful intent to act in a manner likely to discredit or damage the reputation or activities of NM UK, as determined by majority vote of the executive committee. Notification of such action shall be communicated to the member by the Chairperson or Membership Secretary by electronic communication using the last email address provided to us.
- c) Resignation. Any member may submit a resignation in writing, or by electronic communication, to the NM UK Membership Secretary. The individual shall cease to be a member of NM UK as of the date such resignation is received. Previously paid subscription dues are not refundable.
- To promote surgical neuromonitoring
- To promote the role of the professional involved in surgical neuromonitoring in the surgical team
- To encourage and promote excellence in neuromonitoring to support the delivery of best care for patients
- To organise educational meetings and scientific events with a theme of neuromonitoring
- To provide a forum for discussion and exchange of ideas relating to neuromonitoring
- To provide a source of advice and support for neuromonitoring professionals
- To work with other professional groups towards the development and advancement of neuromonitoring
The Chairperson shall oversee all areas of the running and co-ordination of NM UK, act as chair of NM UK executive committee meetings (except where decided otherwise by the executive committee). He /she will be a director of NM UK, a signatory for the NM UK budget and be responsible for ensuring the company annual return is submitted in line with Company Law.
The Treasurer will manage the financial affairs of the organisation, in consultation with Chairperson. He/she will maintain the financial records of the organisation, maintain the company bank account and correspond with HMRC on the companies behalf. He/she will receive and pay out any monies due on behalf of the organisation. He/she will be a director of NM UK, a signatory for the NM UK budget and will be responsible for ensuring the preparation and publication the end of year accounts and treasurers report. The treasurer will be responsible for ensuring the annual company accounts and tax return are submitted in line with company and tax law. The role of treasurer may be supported by a treasury sub-committee and/or a professional accountant or book- keeper.
The Secretary shall be a director of NM UK. He/she will keep the non-financial records of the association, and manage the correspondence of the association and maintain the company official records at the companies registered office. He/she shall record the minutes of the executive committee meetings and document decisions made by the executive committee.
The Membership Secretary is responsible for sending out NM UK correspondence to the subscribers. He /she will be a director of NM UK and will be responsible for maintaining accurate records of subscribers and their annual subscriptions.
The Deputy Chairperson shall provide a supporting role to the chair person and shall deputise at chair meetings in the absence of the Chairperson. In the event of resignation, death or incapacitation of the Chairperson the deputy would normally be expected to take on the role.
The Events Co-ordinator shall facilitate the planning, organisation and delivery of NM UK meetings, forums and other relevant events. He/she will collect and analyse feedback to evaluate the event provided.
The commercial liaison officer will be responsible for communicating between NM UK committee and commercial companies who have an interest in supporting neuromonitoring. He/she will develop relationships between existing and potential commercial sponsors. He/she will co-ordinate activities between NM UK and commercial sponsors at NM UK meetings.
The Web-master shall be responsible for the administration and technical maintenance of the Neuromonitoring UK website, including both web and mail servers. He/she shall on request advise the Committee on all aspects of the website.
The newsletter editor shall be responsible for the publication of the NM UK newsletter. He/she will decide and agree the frequency of publication of the newsletter with the executive committee. He/she will be responsible for soliciting items for publication, editing contributions, newsletter layout, and keeping a digital backup of all newsletters published.
The role of scientific advisor is to aid the NM UK committee with additional information on technical and scientific issues that relate to the field of intraoperative monitoring for orthopaedic, neurosurgical and other surgical specialisms in which monitoring of the nervous system is implemented.