TABLE OF CONTENTS Contents Page 1 Definitions 5 2 Name 9 3 Principal Purpose 9 4 Other Purposes 9 5 Powers 10 6 Members 10 6.1 Membership 6.2 Public Constituency 6.3 Staff Constituency 6.4 Staff Constituency: Classes 6.5 Patient Constituency 6.6 Disqualification for Membership 6.7 Termination of Membership 6.8 Voting at Governor Elections 7 Council of Governors 16 7.1 Composition 7.2 Governor Elections 7.3 Public Governors 7.4 Staff Governors 7.5 CCG Governors 7.6 Local Authority Governors 7.7 Other Partnership Governors 7.10 Terms of Office 7.11 Termination of Tenure 7.12 Disqualification, Suspension and Disqualification from Office 7.13 Consequences of Termination of Tenure 7.14 Vacancies 7.15 Roles and Responsibilities of Governors 7.16 Expenses 7.17 Remuneration 7.18 Meetings 7.19 Committees and Sub-Committees
Powers The Trust has all the powers of an NHS foundation trust as set out in the 2006 Act. All the powers of the Trust shall be exercised by the Board of Directors on behalf of the Trust. Any of the powers of the Trust may be delegated to a committee of Directors or to an Executive Director in accordance with this Constitution and the Standing Orders of the Board of Directors. Members and constituencies Constituencies The Trust has three Constituencies, namely: 6.1.1.1 the Public Constituency; and 6.1.1.2 the Staff Constituency; and 6.1.1.3 the Patient Constituency. Public Constituency Subject to paragraph 6.5 an individual is eligible to become a member of the Public Constituency and therefore a Public Constituency Class if he: 6.2.1.1 lives in the area specified for that Public Constituency Class in the corresponding entry in column 2 of Annex 1; 6.2.1.2 is not a member of another Public Constituency Class; 6.2.1.3 is not eligible to become a member of the Staff Constituency; and 6.2.1.4 is at least 12 years old at the time of their application to be a Member. Those individuals who are eligible to be members of the Public Constituency Classes are referred to collectively as the “Public Constituency”. An eligible individual shall become a Member upon entry to the membership register pursuant to an application by them. On receipt of an application for Membership and subject to being satisfied that the applicant is eligible the Trust Secretary shall cause the applicant’s name to be entered in the Trust’s register of Members. The minimum number of Members of each Public Constituency Class is set out in column 3 of Annex 1.
the Directors, who must have regard to the views of the Council of Governors (paragraph 7.15.3.2 above). Each forward plan must include information about – the activities other than the provision of goods and services for the purposes of the health service in England that the Trust proposes to carry on, and the income it expects to receive from doing so. Where a forward plan contains a proposal that the Trust carry on an activity of a kind mentioned in sub-paragraph 15.5.1 the Council of Governors must: determine whether it is satisfied that the carrying on of the activity will not to any significant extent interfere with the fulfilment by the Trust of its principal purpose or the performance of its other functions, and notify the Directors of the Trust of its determination. If the Trust proposes to increase by 5% or more the proportion of its total income in any Financial Year attributable to activities other than the Principal Purpose referred to in paragraph 3 it may implement the proposal only if more than half of the members of the Council of Governors voting approve its implementation. Mergers, Significant Transactions and other transaction requirements The Trust may only apply for a merger, acquisition, separation or dissolution with the approval of more than half of the members of the Council of Governors. The Trust may enter into a Significant Transaction only if more than half of the members of the Council of Governors voting approve entering into the transaction. The Constitution does not contain any descriptions of the term ‘significant ransaction’ for the purposes of section 51A of the 2006 Act (Significant Transactions). Indemnity Members of the Council of Governors and Board of Directors who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their board functions, save where they have acted recklessly. Any costs arising in this way will be met by the Trust. The Trust may make such arrangements as it considers appropriate for the provision of indemnity insurance or similar arrangement for the benefit of the Trust, Governors or Directors to meet all or any liabilities which are properly the liability of the Trust under paragraph 17.1.
Annex 1: PUBLIC CONSTITUENCIES OF THE TRUST NAME OF CONSTITUENCY NAME OF CLASS AREA MINIMUM NUMBER OF MEMBERS NUMBER OF GOVERNORS Public County of Oxfordshire Consisting of the local authority electoral area of the Oxfordshire County Council 50 7 77 County of Buckinghamshire Consisting of the local authority electoral area of the Buckinghamshire County Council 50 4 Rest of England & Wales Consisting of all other local authority electoral areas in England and Wales not already covered by the local authority areas in Oxfordshire and Buckinghamshire 20 1 Totals Minimum Membership 120 Public Governors 12
Patient Classes There shall be three patient classes as follows: the “Service Users: Buckinghamshire and other counties Class”: the “Service Users: Oxfordshire Class”: and the “Carers Class” 2. The minimum number of Members required for each Patient Class shall be twenty (20): 3. The Patient Classes shall be entitled to elect the following number of Governors: two (2) elected by the Service Users: Buckinghamshire and other counties Class; two (2) elected by the Service Users: Oxfordshire Class; and three (3) elected by the Carers Class. Annex 4 – Composition of Council of Governors Elected governors Constituency Class No of governors Public Buckinghamshire 4
Oxfordshire 7 Rest of England & Wales 1 Patient Service Users: Buckinghamshire & Other Counties 2 Service Users: Oxfordshire 2 Carers 3 Staff Adult Services 2 Older Peoples Services 4 Children & Young Peoples Services 2 Corporate Services 1 Sub total: Elected 28 Appointed governors Oxfordshire Clinical Commissioning Group 1 Chiltern Clinical Commissioning Group 1 Oxford University Hospitals NHS Trust 1 Buckinghamshire Healthcare NHS Trust 1 Oxfordshire County Council 1 Buckinghamshire County Council 1 Oxford Brookes University 1 Voluntary / Community Organisations Buckinghamshire Mind ( Age UK Oxfordshire 1 1 Sub total: Appointed 9 Total number of governors 37 Annex 5 – Model Election Rules