All the changes in the revised draft Charter — Article by Article

Recital
The recital describes the process of petition for the new Charter and the Society’s wish to be properly equipped to function both as a modern regulator and a professional body. The only change from the December 2003 draft is a correction to make clear that the 1953 Charter did not “amend and add to” the 1843 Charter but revoked that Charter except in so far as it incorporates the Society and authorises it to have a common seal and to sue and be sued.

Article 1: Status of Society
Article 1, which is unchanged from the December 2003 draft, declares that the Society shall continue as a body corporate with a common seal and the right to sue and be sued, in accordance with the remaining part of the 1843 Charter, and that the 1953 Charter is revoked.

Article 2: Objects of the Society
Article 2 sets out the Society’s objects, stating that they shall be “within the context of the public benefit”. Objects 1 and 4 are unchanged but the others have been amended and reordered so that the former Object 3 is promoted to be the second Object.

The new Object 2 now includes the object of safeguarding and promoting the professional interests of pharmacist, and not just supporting them. It reads: “to safeguard, maintain the honour, and promote the interests of pharmacists in their exercise of the profession of pharmacy”. The previous version read:”to safeguard, maintain the honour, and promote the effectiveness of the profession of pharmacy and to support the professional interests of pharmacists”.

The new Object 3 makes it clear that the Society is involved in professional leadership and development of pharmacists as well as regulating pharmacists and others. It reads: “to promote and protect the health and well-being of the public through the regulation and professional leadership and development of the pharmacy profession and the regulation of other persons engaged in related activities”. The previous draft read: “to promote and protect the health and well-being of the public through the regulation of the pharmacy profession and of other persons engaged in related activities”.

Article 3: Powers of the Society
Article 3 sets out 21 powers of the Society in furtherance of its objects. The only changes are in powers 7 and 13.

Article 3(7) of the previous draft gives the Society an express power to charge fees for services not connected with its statutory activities. Because the Society could not exercise this power in conflict with legislation, the words “other than in pursuance of a function conferred by or under any Act of Parliament” have been added.

The existing draft Article 3(13) provides a power “to engage and remunerate staff, to provide pensions and other entitlements for employees or their dependants”. The revised draft broadens this to include the engagement and remuneration of “agents” as well as staff, to make clear that the Society can appoint external advisers, auditors, etc.

Article 4: Use of income and property
Article 4, which has not changed from the previous draft, describes limits on the purposes for which the Society’s income and property may be used. It makes explicit that these may not be distributed to Council members or members of the Society by way of dividend, bonus or profit. It enables the payment of reasonable remuneration for services, expenses, and charitable benefits.

Article 5: Membership categories
Article 5 defines the members of the Society and creates the potential for further categories of membership “... as may be approved by Special Resolution and by order of Our Privy Council”.

This wording has changed from the previous draft, which read: “... as may, on the application of the Society, be approved from time to time by order of Our Privy Council. The creation of any such category shall be subject to appropriate consultation with the membership.”

Article 6: General meetings
Article 6 provides for the holding of an annual general meeting and other general meetings. It remains unchanged from the December 2003 version.

Article 7: Society structures
Article 7(1), which is unchanged, requires the Council to establish structures in Scotland and Wales to reflect devolved powers and responsibilities.

Article 7(2), however, has changed. The existing draft empowers the Council to make regulations to “establish, regulate and dissolve departments, branches, subdivisions, and other structures of the Society for the purposes of meeting the needs and requirements of the Society and the profession”. The new draft amends “departments” to read “geographical or other departments”. The aim of the change is to distinguish more clearly between this article, which relates to membership structures, and draft Article 9(3), which refers to boards, committees and other bodies set up to support the work of the Council. The words “provided that the Council shall not dissolve any Committee established by or under any Act of Parliament” have been added to both articles.

Article 8: The new Council
The revised draft of Article 8, which sets out a constitution for the Society’s new Council, includes a transitional provision to permit the existing Council to continue until the newly constituted Council comes into office on a specific day. It is proposed that the reformed Council should take office on the day after the Society’s 2005 annual general meeting, and Article 8 has been altered to reflect this. Article 8(1) has been altered to refer to “17 registered pharmacists” (rather than just “17 pharmacists”) so as to be consistent with the next full paragraph, which provides that “a majority of the Council shall be registered pharmacists”.

In Article 8(4), which says that 10 [lay] Council members shall be appointed by the Privy Council, the words “under statutory powers” have been deleted — also to ease the transition to the new Council structure.

Another amendment adds to the membership of the Council, in addition to the 29 members already proposed, one pharmacist appointed by the British universities that award pharmacy degrees accredited by the Society.

As in the previous draft, Article 8 goes on to allow the Privy Council, on the application of the Council, to vary the composition of the Council. It also gives the Council the power to fill casual vacancies in its membership, to suspend or remove any member and to retain all its powers even when there are vacancies.

Article 9: Powers of the Council
A new Article 9 replaces the final part of the former Article 8. It begins: “The Council shall exercise all the powers and functions of the Society except where, by virtue of this Our Supplemental Charter, such exercise requires approval by Special Resolution, . . .”. The former draft read: “The Council shall exercise all the powers and functions of the Society except those reserved to the members in general meeting.”

As before, the draft goes on to specify six particular powers: (1) to discharge any function consistent with the Society’s objects; (2) to make regulations; (3) to establish boards, committees and other bodies to support the Council; (4) to delegate powers and functions to such boards, committees or other bodies; (5) to appoint a President and other officers; and (6) to provide a Common Seal of the Society. Amendments in the new draft include: the addition of an ability to “amend, add to or revoke” regulations (subparagraph 2); a reference to “approval by Special Resolution rather than “approval by majority vote of the members in general meeting” (subparagraph 2); an explanation that “other bodies” includes both “bodies to advance professional leadership” and “bodies to provide appropriate expert advice to the Council to support the development and regulation of the profession” (subparagraph 3); and a ban on delegating Council powers to other bodies (subparagraph 4).

Article 10: Byelaws
Article 10, like the previous draft Article 9, provides for the continuation of the Society’s Byelaws until they are superseded by regulations made under Article 9(2). However, the revised Article 10 reinstates the provision in the current Byelaws that requires approval by the Privy Council. Before submission for Privy Council approval, regulations (or changes to regulations) will have to be published for 60 days and, where necessary, approved by Special Resolution.

Article 11: Charter amendments
Article 11, like the previous draft Article 10, allows the Society to amend the Charter or change the Society’s name, subject to Privy Council approval. The revised version corrects an error in the December 2003 draft which, in referring to “the name of the Society as specified in the Charter of 1843”, failed to acknowledge the Charter amendment in 1988 that added the word “Royal” to the Society’s name.

Article 12: Definitions
Article 12, like the previous Article 11, provides definitions for terms used in the Charter. The previous definition of “regulations as “regulations made by the Council” has been supplemented by the addition of “and approved in accordance with Article 10”. The definitions of “Special Resolution” has been amended to “a resolution of the Council confirmed, in accordance with regulations, either at a duly convened general meeting of members of the Society by not less than a two-thirds majority of the votes of the members present in person (or by proxy), or by ballot of the membership”. The previous draft did not allow for balloting of the membership.

Article 13: Disposal of residual assets
Article 13 (formerly Article 12) has been amended to permit residual funds after a dissolution of the Society to be transferred if appropriate to one or more bodies (rather than just one body) with similar objects.

Article 14: Interpretation of Charter
Article 14, which repeats the previous draft Article 13, provides that the Charter should always be construed in such a way as to favour the Society.

Article 15: Date of coming into force
Article 15 provides for a date to be specified for the Charter to come into force. Identical to the previous draft Article 14, it allows flexibility to fit the Charter in with with the legislative timetable for the Section 60 Order.