Contents
Constitution
- Name
- Principal purpose
- Powers
- Membership and constituencies
- Application for membership
- Public constituency
- Staff constituency
- Automatic membership by default, staff
- Service users and carers constituency
- Restriction on membership
- Annual members meeting
- Council of governors, composition
- Council of governors, election of governors
- Council of governors, tenure
- Council of governors, disqualification and removal
- Council of governors, duties of governors
- Council of governors, meeting of governors
- Council of governors, standing orders
- Council of governors, referral to the panel
- Council of governors, conflicts of interest of governors
- Council of governors, travel expenses
- Council of governors, further provisions
- Board of directors, composition
- Board of directors, general duty
- Board of directors, qualification for appointment as a non-executive
- Board of directors, appointment and removal
- Board of directors, appointment of vice chairman
- Board of directors, appointment and removal of chief executive and other executive directors
- Board of directors, disqualification
- Board of directors, meetings
- Board of directors, standing orders
- Board of directors, conflicts of interest of directors
- Board of directors, remuneration of terms of office
- Registers
- Registers, inspection and copies
- Documents available for public inspection
- Auditor
- Auditor Committee
- Accounts
- Annual report, forward plans and non-NHS work
- Meeting of council of governors to consider annual accounts and reports
- Instruments
- Amendments to the constitution
- Mergers and significant transactions
- Transition
- Interpretation and definitions
Annexes
- Annex 1, the public constituency
- Annex 2, the staff constituency
- Annex 3, the service users and carers constituency
- Annex 4, composition of council of governors
- Annex 5, the model rules for elections
- Annex 6, additional provisions, council of governors
- Annex 7, standing orders, council of governors
- Annex 8, standing orders, board of directors
- Annex 9, further provisions
1 Name
The name of the foundation Trust shall be Rotherham Doncaster and South Humber NHS Foundation Trust (the “trust”), a Public Benefit Corporation authorised under the 2006 Act.
2 Principal purpose
2.1, the principal purpose of the trust is the provision of goods and services for the purposes of the health service in England.
2.2, the trust does not fulfil its principal purpose unless, in each financial year, its total income from the provision of goods and services for the purposes of the health service in England is greater than its total income from the provision of goods and services for any other purposes.
2.3, the trust may provide goods and services for any purposes related to:
- 2.3.1, the provision of services provided to individuals for or in connection with the prevention, diagnosis or treatment of illness, and
- 2.3.2, the promotion and protection of public health
2.4 The trust may also carry on activities other than those mentioned in the above paragraph for the purpose of making additional income available in order better to carry on its principal purpose.
3 Powers
3.1, the powers of the trust are set out in the 2006 Act, subject to any restrictions in the licence.
3.2, all the powers of the trust shall be exercised by the board of directors on behalf of the trust.
3.3, any of these powers may be delegated to a committee of directors or to an executive director.
3.4, the trust may enter into arrangements for the carrying out, on such terms as the trust considers appropriate, of any of its functions jointly with any other person.
3.5, the trust may arrange for any of the functions exercisable by the trust to be exercised by or jointly with any one or more of the following:
- 3.5.1, a relevant body
- 3.5.2, a local authority within the meaning of section 2B of the 2006 Act
- 3.5.3, a combined authority
3.6, the trust may also enter into arrangements to carry out the functions of another relevant body, whether jointly or otherwise.
3.7, where a function is exercisable by the trust jointly with one or more of the other organisations mentioned at paragraph 3.5, those organisations and the trust may:
- 3.7.1, arrange for the function to be exercised by a joint committee of theirs
- 3.7.2, arrange for the trust, one or more of those other organisations, or a joint committee of them, to establish and maintain a pooled fund in accordance with section 65Z6 of the 2006 Act.
3.8, the trust must exercise its functions effectively, efficiency and economically.
3.9, in making a decision about the exercise of its functions, the trust must have regard to all likely effects of the decision in relation to:
- 3.9.1, the health and well-being of (including inequalities between) the people of England
- 3.9.2, the quality of services provided to (including inequalities between benefits obtained by) individuals by or in pursuance of arrangements made by relevant bodies for or in connection with the prevention, diagnosis or treatment of illness, as part of the health service in England;
- 3.9.3, efficiency and sustainability in relation to the use of resources by relevant bodies for the purposes of the health service in England
3.10, in the exercise of its functions, the trust must have regard to its duties under section 63B of the 2006 Act (complying with targets under section 1 of the Climate Change Act 2008 and section 5 of the Environment Act 2021, and to adapt any current or predicted impacts of climate change in the most recent report under section 56 of the Climate Change Act 2008).
3.11 For the purposes of this section, “relevant body” means NHSE, an integrated care board, an NHS trust, a NHS foundation trust (including the trust) or such other body as may be prescribed under section 65Z5(2). “Relevant bodies” means two or more of these organisations as the context requires.
3.12 The arrangements under this paragraph 3 shall be in accordance with:
- 3.12.1, any applicable requirements imposed by the 2006 Act or regulations made under the 2006 Act
- 3.12.2, any applicable statutory guidance that has been issued and
- 3.12.3, otherwise on such terms as the trust sees fit
4 Membership and constituencies
4.1, the trust shall have members, each of whom shall be a member of one of the following constituencies:
- 4.1.1, a public constituency
- 4.1.2, the staff constituency; and
- 4.1.3, the service users and carers constituency
4.2, the Secretary shall, in accordance with the 2006 Act and the constitution, determine the constituency and, where appropriate, the class within a constituency, of which an individual is eligible to be a member.
5 Application for membership
5.1 An individual who is eligible to become a member of the trust may do so on application to the trust, save as provided for in paragraph 8.
5.2 Applications for membership shall be dealt with by the trust in accordance with the provisions of annex 9.
6 Public constituency
6.1, an individual who lives in an area specified in annex 1 as an area for a public constituency may become or continue as a member of the trust.
6.2, those individuals who live in an area specified as an area for any public constituency are referred to collectively as the public constituency.
6.3, the minimum number of members in each area of a public constituency is specified in annex 1.
6.4, further provisions relating to membership of the public constituency are set out in annex 9.
7 Staff constituency
7.1, an individual who is employed by the trust under a contract of employment with the trust may become or continue as a member of the trust provided:
- 7.1.1, he is employed by the trust under a contract of employment which has no fixed term or has a fixed term of at least 12 months; or
- 7.1.2, he has been continuously employed by the trust under a contract of employment for at least 12 months
7.2, those individuals who are eligible for membership of the trust by reason of the previous provisions of this paragraph 7 are referred to collectively as the staff constituency.
7.3, the staff constituency shall be divided into six descriptions of individuals who are eligible for membership of the staff constituency, each such description of individuals being specified within annex 2 and being referred to as a staff class within the staff constituency.
7.4, the minimum number of members in each staff class of the staff constituency is specified in annex 2.
8 Automatic membership by default, staff
8.1, an individual who is:
- 8.1.1, eligible to become a member of the staff constituency, and
- 8.1.2, invited by the trust to become a member of the staff constituency and a member of the appropriate staff class within the staff constituency, shall become a member of the trust as a member of the staff constituency and of the appropriate staff class within the staff constituency without an application being made, unless he informs the trust that he does not wish to do so
8.2, the process by which an individual shall be invited to become a member of the staff constituency shall be in accordance with the provisions of section 2 of annex 9.
9 Service users and carers constituency
9.1, an individual who has, within the period specified in paragraph 9.2, attended any of the trust’s hospitals as a service user, or as the carer of a service user, and, or received goods or services from the trust of the nature set out in table 1 (annex 3) or such other goods and services as the trust may otherwise designate from time to time for the purposes of determining eligibility for membership of this constituency, may become or continue as a member of the trust.
9.2, the period referred to above shall be the period of 5 years immediately preceding the date of the application by the service user or carer to become a member of the trust.
9.3, those individuals who are eligible to become a member of the trust by reason of the previous provisions are referred to collectively as the service users and carers constituency.
9.4, an individual providing care in pursuance of a contract (including a contract of employment) with a voluntary organisation or as a volunteer for a voluntary organisation does not come within the category of those who qualify for membership of the service users and carers constituency.
9.5, the minimum number of members in the service users and carers constituency is specified in annex 3.
9.6, where an individual is eligible to be a member both of a public constituency and of the service users and carers constituency the constituency and, where applicable, the class of which that individual shall become a member shall be determined by the secretary on behalf of the trust in its absolute discretion.
10 Restriction on membership
10.1 An individual who is a member of a constituency, or of a class within a constituency, may not while a member of that constituency or class become or continue to be a member of any other constituency or class.
10.2 An individual who satisfies the criteria for membership of the staff constituency may not become or continue as a member of any constituency other than the staff constituency.
10.3 Further provisions as to the circumstances in which an individual may not become or continue as a member of the trust are set out in annex 9.
11 Annual members meeting
11.1 The trust shall hold an annual meeting of its members (annual members’ meeting). The annual members’ meeting shall be open to members of the public. Further provisions about the annual members’ meeting are set out in annex 9.
12 Council of governors, composition
12.1, the trust shall have a council of governors which shall comprise both elected and appointed governors.
12.2, the composition of the council of governors shall be as specified in annex 4.
12.3, the members of the council of governors, other than the appointed governors, shall be chosen by election by the constituencies or, where there are classes within a constituency, by their class within that constituency.
12.4, the number of governors to be elected by each constituency or, where appropriate, by each class of each constituency is specified in annex 4.
13 Council of governors, election of governors
13.1, elections for the elected members of the council of governors shall be conducted in accordance with the model election rules as may be varied from time to time.
13.2, the model election rules form part of this constitution and the model election rules current at the date of this constitution are at annex 5.
13.3, a variation of the model election rules by the NHS Providers shall not constitute a variation of the terms of this constitution. For the avoidance of doubt, the trust cannot amend the model election rules.
13.4, an election, if contested, shall be by secret ballot.
14 Council of governors, tenure
14.1, an elected governor shall hold office for a period of 3 years.
14.2, an elected governor shall cease to hold office if he ceases to be a member of the constituency or class by which he was elected.
14.3, an elected governor shall be eligible for re-election at the end of his term, subject to the provisions of section 1.2 of annex 6.
14.4, an appointed governor shall hold office for a period of 3 years and shall be eligible for re-appointment at the end of that term, subject to the provisions of section 1.2 of annex 6.
14.5, an appointed governor shall cease to hold office if the appointing organisations withdraws its sponsorship of him.
14.6, further provisions relating to a governor’s tenure of office are set out in annex 6.
15 Council of governors, disqualification and removal
15.1, the following may not become or continue as a member of the council of governors:
- 15.1.1, a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged; or
- 15.1.2, a person in relation to whom a moratorium period under a debt relief order applies (under Part 7A of the Insolvency Act 1986)
- 15.1.3, a person who has made a composition or arrangement with, or granted a Trust deed for, his creditors and has not been discharged in respect of it; or
- 15.1.4, a person who within the preceding five years has been convicted in the British Islands of any offence if a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed on him
15.2, further provisions as to the circumstances in which an individual may not become or continue or may be removed as a member of the council of governors are set out in annex 6.
15.3, governors must be at least 16 years of age at the date they are nominated for election or appointment.
16 Council of governors, duties of governors
16.1, the general duties of the council of governors are:
- 16.1.1, to hold the non-executive directors individually and collectively to account for the performance of the board of directors, and
- 16.1.2, to represent the interests of the members of the trust as a whole and the interests of the public
16.2, the trust must take steps to secure that the Council of Governors are equipped with the skills and knowledge they require in their capacity as such.
17 Council of governors, meeting of governors
17.1, the chairman of the trust (for example, the chairman of the board of directors, appointed in accordance with the provisions of paragraph 26) or, in his absence, the vice chairman appointed in accordance with the provisions of paragraph 27, shall preside at meetings of the council of governors save that if the chairman and vice-chairman are unable to preside whether for reasons of absence, conflict of interest or otherwise the reserve chairman shall preside.
17.2, the reserve chairman shall be a public governor or service user and carer governor and shall be appointed by the council of governors in general meeting. The provisions of section 8 of annex 6 shall also apply.
17.3, meetings of the council of governors shall be open to members of the public save that members of the public may be excluded from a meeting on the grounds more particularly provided for in section 5 of annex 6.
17.4, for the purposes of obtaining information about the trust’s performance of its functions or the directors’ performance of their duties (and deciding whether to propose a vote on the trust’s or directors’ performance), the council of governors may require one or more of the directors to attend a meeting.
18 Council of governors, standing orders
The standing orders for the practice and procedure of the council of governors, as may be varied from time to time, are at annex 7.
19 Council of governors, referral to the panel
19.1, in this paragraph, the panel means a panel of persons appointed by NHSE Improvement to which a governor of an NHS foundation trust may refer a question as to whether the trust has failed or is failing
- 19.1.1, to act in accordance with its constitution, or
- 19.1.2, to act in accordance with provision made by or under Chapter 5 of the 2006 Act.
19.2, a governor may refer a question to the panel only if more than half of the members of the council of governors voting approve the referral.
19.3, without prejudice to the ability of a governor to make a referral to the panel, the trust must take steps to secure that governors are able to access support and, or advice, as and where necessary, to enable them to fulfil their duties.
20 Council of governors, conflicts of interest of governors
20.1, if a governor has a pecuniary, personal or family interest, whether that interest is actual or potential and whether that interest is direct or indirect, in any proposed contract or other matter which is under consideration or is to be considered or is likely to be considered by the council of governors, the governor shall disclose that interest to the members of the council of governors as soon as he becomes aware of it.
20.2, the standing orders for the council of governors shall make provision for the disclosure of interests and arrangements for the exclusion of a governor declaring any pecuniary interest within the meaning of paragraph 17.1 above from any discussion or consideration of the matter in respect of which an interest has been disclosed.
21 Council of governors, travel expenses
The trust may pay travelling and other expenses to members of the council of governors at rates determined by the trust.
22 Council of governors, further provisions
Further provisions with respect to the council of governors are set out in annex 6.
23 Board of directors, composition
23.1, the trust shall have a board of directors, which shall comprise both executive directors and non-executive directors.
23.2, the board of directors shall comprise:
- 23.2.1, a non-executive chairman
- 23.2.2, at least six other non-executive directors; and
- 23.2.3, six executive directors.
23.3, one of the executive directors shall be the chief executive.
23.4, the chief executive shall be the accounting officer.
23.5, one of the executive directors shall be the finance director.
23.6, one of the executive directors shall be a registered medical practitioner or a registered dentist (within the meaning of the Dentists Act 1984).
23.7, one of the executive directors shall be a registered nurse or a registered midwife.
23.8, the board of directors shall at all times be constituted so that the number of non-executive directors exceeds the number of executive directors.
24 Board of directors, general duty
The general duty of the board of directors and of each director individually, is to act with a view to promoting the success of the trust so as to maximise the benefits for the members of the trust as a whole and for the public.
25 Board of directors, qualification for appointment as a non-executive
A person may be appointed as a non-executive director only if:
- 25.1, he is a member of the public constituency; or
- 25.2, he is a member of the service users and carers constituency; or
- 25.3, where any of the trust’s hospitals includes a medical or dental school provided by a university, he exercises functions for the purposes of that university; and
- 25.4, he is not disqualified by virtue of paragraph 29
26 Board of directors, appointment and removal
26.1, the council of governors at a general meeting of the council of governors shall appoint or remove the chairman of the trust and the other non-executive directors.
26.2, the removal of the chairman or any other non-executive director shall require the approval of three-quarters of the members of the council of governors.
6.3, further provisions relating to the appointment of the chairman and other non-executive directors are set out at section 8 of annex 6.
27 Board of directors, appointment of vice chairman
27.1, the board of directors shall appoint one of the non-executive directors as the vice chairman.
28 Board of directors, appointment and removal of chief executive and other executive directors
28.1, the non-executive directors shall appoint or remove the chief executive.
28.2, the appointment of the chief executive shall require the approval of the council of governors.
28.3, a committee consisting of the chairman, the chief executive and the other eon-executive directors shall appoint or remove the other executive directors.
29 Board of directors, disqualification
The following may not become or continue as a member of the board of directors:
- 29.1, a person who has been adjudged bankrupt or whose estate has been sequestrated and in either case has not been discharged.
- 29.2, a person in relation to whom a moratorium period under a debt relief order applies (under Part 7A of the Insolvency Act 1986)
- 29.3, a person who has made a composition or arrangement with, or granted a trust deed for, his creditors and has not been discharged in respect of it.
- 29.4, a person who within the preceding five years has been convicted in the British Islands of any offence if a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed on him.
- 29.5, a person who falls within the further grounds for disqualification set out in annex 9.
30 Board of directors, meetings
30.1, meetings of the board of directors shall be open to members of the public unless and to the extent that the board of directors has resolved that members of the public should be excluded from a meeting on the grounds that:
- 30.1.1, any publicity would be prejudicial to the public interest by reason of the confidential nature of the business to be transacted; or
- 30.1.2, for other reasons stated in the resolution and arising from the nature of the business or the proceedings that the board of directors considers are special reasons for excluding the public from the meeting in accordance with the constitution
30.2 Before holding a meeting, the board of directors must send a copy of the agenda of the meeting to the council of governors. As soon as practicable after holding a meeting, the board of directors must send a copy of the minutes of the meeting to the council of governors.
31 Board of directors, standing orders
The standing orders for the practice and procedure of the board of directors, as may be varied from time to time, are at annex 8.
32 Board of directors, conflicts of interest of directors
32.1 The duties that a director of the trust has by virtue of being a director include in particular:
- 32.1.1, a duty to avoid a situation in which the director has (or can have) a direct or indirect interest that conflicts (or possibly may conflict) with the interests of the trust
- 32.1.2, a duty not to accept a benefit from a third party by reason of being a director or doing (or not doing) anything in that capacity
32.2 The duty referred to in sub-paragraph 32.1.1 is not infringed if:
- 32.2.1, the situation cannot reasonably be regarded as likely to give rise to a conflict of interest, or
- 32.2.2, the matter has been authorised in accordance with the constitution
32.3 The duty referred to in sub-paragraph 32.1.2 is not infringed if acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.
32.4 In sub-paragraph 32.1.2, “third party” means a person other than:
- 32.4.1, the trust, or
- 32.4.2, a person acting on its behalf
32.5, if a director of the trust has in any way a direct or indirect interest in a proposed transaction or arrangement with the trust, the director must declare the nature and extent of that interest to the other directors.
32.6, if a declaration under this paragraph proves to be, or becomes, inaccurate, incomplete, a further declaration must be made.
32.7, any declaration required by this paragraph must be made before the trust enters into the transaction or arrangement.
32.8, this paragraph does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question.
32.9 A director need not declare an interest:
- 32.9.1, if it cannot reasonably be regarded as likely to give rise to a conflict of interest
- 32.9.2, if, or to the extent that, the directors are already aware of it
- 32.9.3, if, or to the extent that, it concerns terms of the director’s appointment that have been or are to be considered:
- 32.9.3.1, by a meeting of the board of directors, or
- 32.9.3.2, by a committee of the directors appointed for the purpose under the constitution
33 Board of directors, remuneration of terms of office
33.1, the council of governors at a general meeting of the council of governors shall decide the remuneration and allowances, and the other terms and conditions of office, of the chairman and the other non-executive directors.
33.2, the trust shall establish a committee of non-executive directors to decide the remuneration and allowances, and the other terms and conditions of office, of the chief executive and other executive directors.
34 Registers
34.1, the trust shall have:
- 34.1.1, a register of members showing in respect of each member the constituency to which he belongs and, where there are classes within it, the class to which he belongs
- 34.1.2, a register of members of the council of governors
- 34.1.3, a register of interests of the governors
- 34.1.4, a register of the directors; and
- 34.1.5, a register of interests of the directors
34.2, the process of admission to and removal from the registers shall be as set out in annex 9.
35 Registers, inspection and copies
35.1, the trust shall make the registers specified in paragraph 34 available for inspection by members of the public, except in the circumstances set out below or as otherwise prescribed by regulations.
35.2, the trust shall not make any part of its registers available for inspection by members of the public which shows details of:
- 35.2.1, any member of the service users and carers constituency; or
- 35.2.2, any other member of the trust, if he so requests
35.3, so far as the registers are required to be made available:
- 35.3.1, they are to be available for inspection free of charge at all reasonable times; and
- 35.3.2, a person who requests a copy of or extract from the registers is to be provided with a copy or extract
35.4, if the person requesting a copy or extract is not a member of the trust, the trust may impose a reasonable charge for doing so.
36 Documents available for public inspection
36.1, the trust shall make the following documents available for inspection by members of the public free of charge at all reasonable times:
- 36.1.1, a copy of its current constitution
- 36.1.2, a copy of its latest annual accounts and of any report of the auditor on them
- 36.1.3, a copy of its latest annual report
36.2, the trust shall also make the following documents relating to a special administration of the trust available for inspection by members of the public free of charge at all reasonable times:
- 36.2.1, a copy of any order made under section 65D (appointment of trust special administrator), 65J (power to extend time), 65KC (action following Secretary of State’s rejection of final report), 65L(trusts coming out of administration) or 65LA (trusts to be dissolved) of the 2006 Act
- 36.2.2, a copy of any report laid under section 65D (appointment of trust special administrator) of the 2006 Act
- 36.2.3, a copy of any information published under section 65D (appointment of trust special administrator) of the 2006 Act
- 36.2.4, a copy of any draft report published under section 65F (administrator’s draft report) of the 2006 Act
- 36.2.5, a copy of any statement provided under section 65F(administrator’s draft report) of the 2006 Act
- 36.2.6, a copy of any notice published under section 65F(administrator’s draft report), 65G (consultation plan), 65H (consultation requirements), 65J (power to extend time), 65KA(NHSE’s decision), 65KB (Secretary of State’s response to NHSE’s decision), 65KC (action following Secretary of State’s rejection of final report) or 65KD (Secretary of State’s response to re-submitted final report) of the 2006 Act
- 36.2.7, a copy of any statement published or provided under section 65G (consultation plan) of the 2006 Act
- 36.2.8, a copy of any final report published under section 65I (administrator’s final report)
- 36.2.9, a copy of any statement published under section 65J (power to extend time) or 65KC (action following Secretary of State’s rejection of final report) of the 2006 Act
- 36.2.10, a copy of any information published under section 65M (replacement of trust special administrator) of the 2006 Act
36.3, any person who requests a copy of or extract from any of the above documents is to be provided with a copy.
36.4, if the person requesting a copy or extract is not a member of the trust, the trust may impose a reasonable charge for doing so.
37 Auditor
37.1, the trust shall have an auditor.
37.2, the council of governors shall appoint or remove the auditor at a general meeting of the council of governors.
38 Auditor Committee
38.1, the trust shall establish a committee of non-executive directors as an Audit Committee to perform such monitoring, reviewing and other functions as are appropriate.
39 Accounts
39.1, the trust must keep proper accounts and proper records in relation to the accounts.
39.2, NHSE may with the approval of the Secretary of State give directions to the trust as to the content and form of its accounts.
39.3, the accounts are to be audited by the trust’s auditor.
39.4, the trust shall prepare in respect of each financial year annual accounts in such form as NHSE may with the approval of the Secretary of State direct.
39.5, the functions of the trust with respect to the preparation of the annual accounts shall be delegated to the accounting officer.
40 Annual report, forward plans and non-NHS work
40.1, the trust shall prepare an annual report and send it to NHSE.
40.2, the trust shall give information as to its forward planning in respect of each financial year to NHSE.
40.3, the document containing the information with respect to forward planning referred to at paragraph 40.2 above shall be prepared by the directors.
40.4, in preparing the document, the directors shall have regard to the views of the council of governors.
40.5, each forward plan must include information about:
- 40.5.1, 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
- 40.5.2, the income it expects to receive from doing so
40.6, where a forward plan contains a proposal that the trust carry on an activity of a kind mentioned in sub-paragraph 40.5.1 the council of governors must:
- 40.6.1, 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
- 40.6.2, notify the directors of the trust of its determination
40.7, 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 provision of goods and services for the purposes of the health service in England may implement the proposal only if more than half of the members of the council of governors of the trust voting approve its implementation.
41 Meeting of council of governors to consider annual accounts and reports
41.1, the following documents are to be presented to the council of governors at a general meeting of the council of governors:
- 41.1.1, the annual accounts
- 41.1.2, any report of the auditor on them
- 41.1.3, the annual report
41.2, the documents shall also be presented to the members of the trust at the annual members’ meeting by at least one member of the board of directors in attendance.
41.3, the trust may combine a meeting of the council of governors convened for the purposes of sub-paragraph 41.1 with the annual members’ meeting.
42 Instruments
42.1, the trust shall have a seal.
42.2, the seal shall not be affixed except under the authority of the board of directors.
43 Amendments to the constitution
43.1, the trust may make amendments of its constitution only if:
- 43.1.1, more than half of the members of the council of governors of the trust voting approve the amendments, and
- 43.1.2, more than half of the members of the board of directors of the trust voting approve the amendments
43.2, amendments made under paragraph 43.1 take effect as soon as the conditions in that paragraph are satisfied, but the amendment has no effect in so far as the constitution would, as a result of the amendment, not accord with schedule 7 of the 2006 Act.
43.3, where an amendment is made to the constitution in relation to the powers or duties of the council of governors (or otherwise with respect to the role that the council of governors has as part of the trust):
- 43.3.1, at least one member of the council of governors must attend the next annual members’ meeting and present the amendment, and
- 43.3.2, the trust must give the members an opportunity to vote on whether they approve the amendment
43.4, if more than half of the members voting approve the amendment, the amendment continues to have effect; otherwise, it ceases to have effect and the trust must take such steps as are necessary as a result.
43.5, amendments by the trust of its constitution are to be notified to NHSE. For the avoidance of doubt, NHSE’s functions do not include a power or duty to determine whether or not the constitution, as a result of the amendments, accords with schedule 7 of the 2006 Act.
44 Mergers and significant transactions
44.1, 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.
44.2, the trust may enter into a significant transaction only if more than half of the members of the council of governors of the trust voting approve entering into the transaction.
44.3, “Significant transaction” means a transaction that equates to:
- the gross assets or capital subject to the transaction, divided by the gross assets of the foundation trust being 25% or more; or
- the income attributable to the assets or the contract associated with the transaction divided by the income of the foundation trust being 25% or more; or
- the gross capital of the company or the business being acquired or divested, divided by the total capital of the foundation trust following completion or the effects on the total capital of the foundation trust resulting from the transaction being 25% or more
45 Transition
45.1, for the purposes of this paragraph, the “date of approval” shall mean the date on which the trust approves the amendments to this constitution made in 2024 and those changes take effect, in accordance with paragraph 43 of this constitution.
45.2,from the date of approval, subject to any prior termination in accordance with the terms of this constitution, all membership of the trust shall continue and the secretary shall determine the constituency and, where appropriate, the class within a constituency to which an individual is a member from the date of approval.
45.3,all elected governors in office at the date of approval shall (if otherwise eligible to remain in post) continue in such office for the remainder of their term, subject to any prior termination or removal from office in accordance with the terms of this constitution.
45.4, all appointed governors in office at the date of approval shall (if otherwise eligible to remain in post) continue in such office for the remainder of their term, subject to any prior termination or removal from office in accordance with the terms of this constitution.
46 Interpretation and definitions
46.1, unless a contrary intention is evident or the context requires otherwise, words or expressions contained in this constitution shall bear the same meaning as in the 2006 Act as amended by the Health and Social Care Act 2012 and Health and Care Act 2022.
46.2, words importing the masculine gender only shall include the feminine gender and vice versa; words importing the singular shall include the plural and vice-versa.
46.3, references in this constitution to legislation includes all amendments, replacements or re-enactments made from time to time and to any regulation made under it.
46.4, references to legislation include all regulations, statutory guidance or directions.
46.5, headings are for ease of reference only and are not to affect interpretation.
46.6, if there is a conflict between the provisions of this constitution and the provisions of any document referred to herein or the law then the provisions of this constitution shall prevail unless the law requires otherwise.
46.7, references to paragraphs are references to paragraphs in this constitution and references to sections are references to sections in the annexes to this construction (unless the context otherwise provides).
46.8, all annexes referred to in this constitution form part of it.
46.9, in this constitution:
| Term | Definition |
|---|---|
| Accounting officer | The person who from time to time discharges the functions specified in paragraph 25(5) in schedule 7 to the 2006 Act |
| The 2006 Act | The National Health Service Act 2006 |
| The 2012 Act | The Health and Social Care Act 2012 |
| The 2022 Act | The Health and Care Act 2022 |
| Annual members’ meeting | The annual meeting of all the members |
| Appointed governors | The local authority governors and the partnership governors |
| Area of the trust | The area consisting of all the areas specified in annex 1 as an area for a public constituency |
| Authorisation | The authorisation for the trust to become an NHS Foundation trust given by NHS Improvement |
| Board of directors | The board of directors of the trust as constituted in accordance with this constitution and referred to in paragraph 23 of this constitution and “board” shall be construed accordingly |
| Carer | Subject as may otherwise be provided by the 2006 Act, an individual who provides care to a service user |
| Chairman | The chairman of the trust appointed in accordance with paragraph 26 of this constitution and includes where the context so requires the vice chairman or reserve chairman |
| Chief executive | The chief executive (and accounting officer) of the trust appointed in accordance with paragraph 28 of this constitution “class” means a class of members of a constituency as defined, constituted or identified in accordance with this constitution |
| Class | A class of members of a constituency as defined, constituted or identified in accordance with this Constitution |
| Constituencies | The public constituencies, the staff constituency and the service users and carers constituency and references to the constitution shall include all annexes |
| Constitution | This constitution of Rotherham Doncaster and South Humber NHS Foundation Trust |
| Council of governors | The council of governors of the trust as constituted in accordance with this constitution and which has the same meaning as the “board of governors” in the 2006 Act |
| Director | A director from time to time of the trust |
| Elected governors | The public governors, the service users and carers governors and the Staff governors respectively |
| Election | An election by a constituency, or by a class within a constituency, to fill a vacancy among one or more posts on the council of governors |
| Executive director | An executive director of the trust; “finance director” means the person who from time to time is appointed by the trust to discharge the usual functions of its chief finance officer |
| Finance director | the person who from time to time is appointed by the trust to discharge the usual functions of its chief finance officer |
| Financial year | A twelve-month period commencing on 1 April and ending on the next 31 March |
| Governor | A governor on the council of governors and being either an elected governor or an appointed governor |
| Local authorities | Those councils specified in annex 4, all of which are councils for an area which includes the whole or part of the area of the trust, and “local authority” shall be construed accordingly |
| Licence | Means the NHS Provider licence issued to the foundation trust |
| Member | A member of the trust pursuant to paragraph 5 or as determined in accordance with paragraph 8 |
| Membership | Membership of the trust through being a member of one of its constituencies |
| Members’ meetings | A meeting of the members |
| Membership strategy | The membership strategy of the trust from time to time |
| Model election rules | The model form rules for the conduct of elections published from time to time by NHS Providers and as currently set out in annex 5 |
| Motion | A formal proposition to be discussed and voted on during the course of a meeting |
| NHS England | The body corporate known as NHS England, as provided by section 1H of the 2006 Act |
| Non-executive director | A non-executive director of the trust |
| Partnership governor | A member of the council of governors appointed by a partnership organisation specified in annex 4 |
| Partnership organisations | Those organisations designated in accordance with paragraph 9(7) of schedule 7 to the 2006 Act as partnership organisations for the purposes of this constitution and specified in or appointed in accordance with annex 4 |
| Public governors | The members of the council of governors elected by the members of a public constituency |
| Public constituencies | That part of the trust’s membership consisting of members living in the area of the trust |
| Reserve chairman | The person appointed in accordance with paragraph 17.2 to preside at meetings of the council of governors in the circumstances set out in paragraph 17.1 |
| Secretary | The secretary of the trust or any other person appointed to perform the duties of the secretary of the trust |
| Service users | An individual who has attended any of the trust’s hospitals and, or received goods or services from the trust of the nature set out in table 1 (annex 3) or such other goods and services as the trust may otherwise designate from time to time, within the period of five years immediately before the date of that individual’s application to become a member of the trust |
| Service users and carers governors | The members of the council of governors elected by the members of the service users and carers constituency |
| Service users and carers constituency | That part of the trust’s membership which consists of service users and carers |
| Staff classes | The classes of the staff constituency as specified in annex 2 |
| Staff constituency | That part of the trust’s Membership consisting of the staff of the trust and other persons as more particularly provided for at paragraph 7 and which is divided into the staff classes |
| Staff governors | The members of the council of governors elected by the staff constituency |
| The trust | Rotherham Doncaster and South Humber NHS Foundation Trust |
| Trust’s hospital | Any premises used by the trust for the provision of goods and services for the purposes of the health service in England falling within the definition of “hospital” in section 275 of the 2006 Act |
| Vice chairman | The vice chairman of the trust |
| Voluntary organisation | A body, other than a public or local authority, the activities of which are not carried on for profit |
| Working day | Any day other than a Saturday, Sunday or public holiday in England and Wales |
Annexes
- Annex 1, the public constituency
- Annex 2, the staff constituency
- Annex 3, the service users and carers constituency
- Annex 4, composition of council of governors
- Annex 5, the model rules for elections
- Annex 6, additional provisions, council of governors
- Annex 7, standing orders, council of governors
- Annex 8, standing orders, board of directors
- Annex 9, further provisions
Document control
- Date published: October 2024.
Page last reviewed: November 15, 2024
Next review due: November 15, 2025
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