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This version contains three proposed amendments, highlighted in yellow in Clauses 8 and 12.2, awaiting the approval of members at the 2026 AGM.

  1. The name of the association is “Friends of Bristol Eye Hospital”.
  1. These Rules replace and supersede all previous Rules of the Friends. In these Rules:
    1. the expression “the Friends” means the association constituted by these Rules;
    2. the expression “the Trustees” means the Trustees for the time being of the Friends as hereinafter constituted;
    3. the expression “the Officers” means the Chairman, Secretary and Treasurer for the time being of the Friends;
    4. the expression “the Rules” includes any amendment or alteration thereof for the time being in force;
    5. the expression “BEH” means Bristol Eye Hospital;
    6. the masculine shall be interpreted to include the feminine and the singular to include the plural and in both cases vice versa.
  1. Object
    The Object of the Friends shall be the advancement of health and the relief of suffering of the sick for the benefit of the public by the making of grants or the provision of other assistance to BEH as BEH may request and as the Trustees may in their absolute discretion see fit.
  1. Powers
    For the purpose of carrying out the above Object, but not otherwise, the Friends shall have the following powers:

    1. To raise funds and to invite and receive contributions from any person or organisation whatsoever by way of subscription, donation, the organisation of fund-raising events or otherwise;
    2. To take and accept gifts of money or property, whether subject to any special trust condition or not;
    3. To make grants and to make gifts of money, equipment and property of all kinds;
    4. To give and exchange information and advice and to promote education in all matters relating to hospitals and hospital management, to promote research and to disseminate the results;
    5. To publish, or contribute to the publication of, any written material for the purpose of promoting support for BEH or the Friends;
    6. To hold social events, conferences, meetings, lectures, exhibitions and discussions;
    7. To recruit, or to assist in the recruitment of, voluntary workers in and for BEH or for the Friends;
    8. To establish or support any Charitable Trusts, associations or institutions formed for any of the charitable purposes included in the Object;
    9. To open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
    10. To co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them; and
    11. To incur any costs or do any things as the Trustees in their absolute discretion may consider necessary or desirable in relation to the exercise of any of the above powers or for the attainment of the above Object.
  1. Membership
    1. Such persons as the Trustees shall admit to membership shall be members of the Friends. An individual may only be admitted to membership if he is aged 16 or over.
    2. The Trustees may require applicants for membership to complete an application form and/or to provide such evidence as the Trustees think fit in order to determine the application. The decision on an application shall be made within two months of the date of receipt of the application and notified as soon as practicable to the applicant.
    3. If, in the opinion of the Trustees, it would not be in the best interests of this charity for the applicant to become a member they may refuse the application. They may also refuse an application if the applicant is for any reason not eligible to be a member by law or under the provisions of the Rules.
    4. The Trustees may terminate the membership of any member if, in the opinion of the Trustees, his continued membership would not be in the best interests of this charity. Notice of the intention to do so must be given to the member in question who must be given the opportunity to make representations about the proposed termination of his membership to the Trustees before the Trustees make a decision on that proposal. The decision of the Trustees will be final and binding.
    5. Records will be kept of the members of the Friends and of all admissions and cessations of membership.
  1. Membership Subscriptions
    There shall be an annual membership subscription of an amount determined by the Trustees and payable on a date also determined by the Trustees. Life membership on payment of an amount determined by the Trustees shall also be available.
  1. Trustees and Officers
    1. The Friends and its property shall be managed and administered by the Trustees elected in accordance with this constitution. The Trustees may exercise all such powers of the Friends and do on behalf of the Friends all such acts as may be exercised and done by the Friends and as are not by these Rules required to be exercised or done by the members of the Friends in General Meeting.
    2. The Trustees shall consist of not fewer than six and not more than twelve people. Only individuals aged 18 or over who are not disqualified by law from acting as charity trustees may be Trustees. No person shall be a Trustee who is not a member of the Friends. The Trustees may require such evidence as they think fit regarding the suitability and eligibility of a person to be a Trustee before permitting that person to stand for election as a Trustee of the Friends.
    3. At the conclusion of every Annual General Meeting, one third or the nearest to one third of the then current Trustees shall retire from office.
    4. The Trustees to retire in each year shall be those who have been longest in office since their last election, but as between persons who became Trustees on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
    5. Retiring Trustees shall be eligible for re-election.
    6. The Trustees shall elect a Chairman from among their number.
      The Trustees shall fix the period for which the Chairman is appointed.
      The Trustees may at any time remove the Chairman from office and appoint some other Trustee in his place.
      The Chairman’s duties shall include chairing the meetings of the Trustees. At any meeting of the Trustees at which the Chairman is not present, the Trustees may elect one of their number to chair the meeting in his place.
    7. The Trustees shall appoint a Secretary who may, but does not have to be, one of the serving Trustees. For the avoidance of doubt, if a non-Trustee is appointed as Secretary that person does not thereby become a Trustee. Where a person other than a Trustee is appointed to act as Secretary that person may be paid such remuneration (if any) as the Trustees deem appropriate, provided that such remuneration shall cease immediately if that person should subsequently become a Trustee.
      In all cases, the Trustees shall fix the period for which the Secretary is appointed.
      The Trustees may at any time remove the Secretary from office and appoint some other person in his place.
    8. The Trustees shall appoint a Treasurer who may, but does not have to be, one of the serving Trustees. For the avoidance of doubt, if a non-Trustee is appointed as Treasurer that person does not thereby become a Trustee. Where a person other than a Trustee is appointed to act as Treasurer that person may be paid such remuneration (if any) as the Trustees deem appropriate, provided that such remuneration shall cease immediately if that person should subsequently become a Trustee.
      In all cases, the Trustees shall fix the period for which the Treasurer is appointed.
      The Trustees may at any time remove the Treasurer from office and appoint some other person in his place.
    9. The Trustees may elect any member of the Friends to be a Trustee to fill any vacancy to hold office until the conclusion of the Annual General Meeting then next following.
    10. The Trustees shall meet together for the despatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote. Any Trustee may, and the Secretary on the requisition of at least ten members shall, at any time summon a meeting of the Trustees. A requisition of the members requiring the calling of a meeting of the Trustees must be in writing, signed by at least ten current members of the Friends and must state the reasons why the members wish to require the holding of a meeting of the Trustees. At least four meetings of the Trustees shall be held in each calendar year.
      The Trustees may invite anyone who is not a Trustee to attend a Trustees’ meeting or any part thereof. Anyone who is not a Trustee shall not have the duties of a Trustee and will have no right to vote.
    11. The quorum necessary for the transaction of the business of the Trustees may from time to time be fixed by the Trustees, and unless so fixed shall be five.
    12. The continuing Trustees may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below five the continuing Trustees may act for the purpose of increasing the number of Trustees or of summoning a General Meeting of the Friends and not for any other purpose.
    13. The Trustees may collectively delegate any of their powers to sub-committees consisting of such Trustees as they may think fit. The Trustees must determine the terms of reference of each sub-committee and may review and adjust those at any time. A sub-committee must at all times act within its terms of reference as determined by the Trustees. All actions of such sub-committees shall be reported to, and confirmed by, the Trustees as soon as possible and any sub-committee so formed shall, in the exercise of its powers so delegated, conform to any regulation that may be imposed on it by the Trustees. A sub-committee shall have the power to co-opt members other than those serving as Trustees.
    14. A sub-committee may elect a Chairman whose duties shall include chairing its meetings and the provisions of Rule 7.10 shall apply mutatis mutandis to any sub-committee.
    15. All acts done by the Trustees or any sub-committee or by any person acting as a Trustee or member of any sub-committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such person, be valid as if such person had been duly appointed.
  1. General Meetings
    1. An Annual General Meeting of the Friends shall be held in each calendar year. The Chairman of the meeting shall be the Chairman of the Trustees or in his absence then the members present shall elect a Chairman from amongst themselves.
    2. The Trustees may at any time call an Extraordinary General Meeting and must do so if requested in writing by not fewer than ten members of the Friends.
    3. The Secretary shall give at least seven clear days’ notice in writing of General Meetings and the purpose thereof to all members entitled to receive notices of meetings by the means set out in Rule 11.
    4. At a General Meeting each member shall have one vote. Voting shall be by showing of hands only unless a ballot is demanded by not fewer than five members present.
    5. The Chairman’s direction as to how a ballot is to be taken, his declaration as to the result of any voting and his decision on any question of procedure or point of order at a General Meeting shall be considered final. In the event of an equal vote the Chairman shall have a casting vote.
    6. No vote may be cast by proxy.
    7. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. Eight members present either in person or online shall be a quorum. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day the next week at the same time and place; and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.
    8. Any General Meeting may be in person or online or a mixture of both.
  1. Accounts and Annual Report
    The Trustees must comply with the obligations under the Charities Act 2011 (or any statutory re-enactment or modification of that Act) with regard to:

    1. the keeping of accounting records for the Friends;
    2. the preparation of annual statements of account for the Friends;
    3. the transmission of the statements of account to the Charity Commission;
    4. the preparation of an Annual Report and its transmission to the Charity Commission;
    5. the preparation of an Annual Return and its transmission to the Charity Commission.

    Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Charity Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.
    The Trustees shall present to each Annual General Meeting the Annual Report and accounts of the Friends for the preceding year.
    The Trustees must notify the Charity Commission promptly of any changes to the charity’s entry on the Central Register of Charities.

  1. Cessation of Membership
    If the subscription of any member shall be in arrear and unpaid for a period exceeding eleven calendar months that membership shall automatically cease. The Friends shall notify the former member of the cessation of that membership within two months of the date of cessation.
  1. Notices
    Any notice required by these Rules to be given to or by any person must be in writing.
    The Friends may give any such notice to a member either:

    1. personally; or
    2. by sending it in a prepaid envelope addressed to the member at his postal address; or
    3. by leaving it at the postal address of the member; or
    4. by sending it using electronic communications to the member’s email address.

    A member who does not register a correct current postal or email address with the Friends or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Friends.
    A member present in person at any meeting of the Friends shall be deemed to have received notice of the meeting and of the purposes for which it was called.

  1. Property
    1. The money and property of the Friends not immediately required for the Object of the Friends may be held by or vested in such persons as the Trustees may from time to time determine.
      The Trustees must ensure the title to:

      1. all land held by or in trust for the Friends that is not vested in the Official Custodian of Charities; and
      2. all investments held by or on behalf of the Friends

      is vested either in a corporation entitled to act as custodian trustee or in two or more persons, whether members of the Friends or not, appointed by them as holding trustees.
      The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of the Friends.
      The Trustees may remove the holding trustees at any time.

    2. The Trustees shall authorise the Treasurer and at least two others (who must be members but who do not need to be trustees) to draw cheques or authorise internet payments on the Friends’ bank accounts.
      All cheques and internet payments drawn on behalf of the Friends shall be signed or duly authorised by at least two of the people so authorised.
      Transfers between the Friends’ own accounts may be undertaken by any one person so authorised.
  1. Remuneration
    The money and property of the Friends shall be applied solely towards the promotion of the Object of the Friends.
    All Officers shall be honorary save that, when the Secretary or the Treasurer is not a Trustee, the Trustees may pay either or both of them such remuneration as they think fit.
    A Trustee is entitled to be reimbursed from the property of the Friends or may pay out of such property reasonable expenses properly incurred by him when acting on behalf of the Friends.
    A Trustee may benefit from trustee indemnity insurance cover purchased at the Friends’ expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
    None of the money or property of the Friends may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Friends. This does not prevent a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Friends.
    This Rule does not prevent a Trustee, any person connected with a Trustee or any member of the Friends from receiving benefit from the Friends in the capacity of a beneficiary of the Friends, provided that such benefit is not preferential to that available to members of the public.
    The Trustees may appoint and employ such other assistants as they think fit.
    The Trustees shall appoint (and may pay proper remuneration to) Auditors or Independent Examiners of the accounts.
  1. Alteration of Rules, etc.
    The Friends may by a majority of not less than two thirds of the members present at an Annual General Meeting or Extraordinary General Meeting alter, add to or delete all or any part of the Object of the Friends and alter the rules and constitution, provided that notice of intention to propose such alteration, addition or deletion and the details thereof are served upon each member with the notice required to be given by Rule 8.3 hereof, and provided also that no alteration in the Object of the Friends shall be made which would authorise the application of the property of the Friends for objects which are not charitable.
  1. Informalities
    No action or decision of the Trustees or of any meeting of the Friends shall be invalidated by reason only of informality or neglect in any service of notices or in any matter or matters of procedure, unless in the opinion of the Trustees such informality or neglect has resulted in a situation which is unjust.
  1. Provision For Dissolution
    Upon dissolution of the Friends, the surplus assets (if any) of the Friends remaining after the satisfaction of all debts and liabilities shall not be paid to nor distributed amongst the members of the Friends but shall be given, or transferred, to such charitable institution or institutions as the members of the Friends shall at, or before, the time of dissolution, in General Meeting, determine with the approval of the Charity Commission.