The Pharmaceutical Journal
Vol 273 No 7311 p204
7 August 2004

Society summary

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Charter ballot: more questions and answers

The President of the Royal Pharmaceutical Society, Nicholas Wood, answers some further questions posed by members as a result of the ballot on the Society's revised draft Charter (see also PJ, 24 July, p128)

What exactly is the Privy Council? The Privy Council is that part of government that advises on the exercise of prerogative powers and certain functions assigned to the Queen and itself by Act of Parliament. The position of President of the Privy Council is usually combined with that of Leader of the House of Commons. Appointment to the Privy Council is normally for life but only ministers of the government of the day participate in its policy and operational work. Therefore, it is government ministers, advised by civil servants, who take Privy Council decisions. You can read more about the Privy Council on the Privy Council Office website (www.privy-council.org.uk).

The Privy Council nominees on the Society’s Council are not usually Privy Council members. They are appointed through a process that follows guidance issued by the Commissioner for Public Appointments. The overriding principle of selection is based on merit. It resembles a job application process, including open advertisement.

What will happen to the Society’s Byelaws? Do they come under the Charter, the legislation or both? At the moment, the Byelaws are made under powers provided by either the Charter or legislation. It is not always evident which Byelaws derive from which source. In future, this should be clearer. The terminology would be different: instead of Byelaws, the Council would make regulations under the Charter and rules under the new legislation. All new regulations, being Charter-derived, would need to be published to the membership and approved by the Privy Council. The method of approval of the various sets of rules would be determined through the Section 60 Order under the Health Act 1999, in common with other similar Government legislation.

Will the Society be undertaking professional leadership and development for technicians as well as regulating them? No. Draft Article 2(3) makes it clear that the Society does not involve itself directly in the professional leadership and development of persons other than pharmacists. The article 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.” While the Society will be the regulatory body for pharmacy technicians, it will not be directly involved in their professional leadership and development. The Society will, however, be involved in such matters as mandatory continuing professional development, which will form part of regulation.

Under the new draft, who would decide what happens to the Society’s assets in the event of a dissolution? In short, the members would decide. As shown in Article 13 of the new draft, the initiative is with the members, as the process can only be set in train by special resolution. The destination of residual assets would be covered in the special resolution, which would have to be confirmed by the members in general meeting or by ballot of the membership. The Council’s powers in relation to winding up are subordinate to this and are there so that orderly dissolution is not impeded by any inadequacies in the resolution (for example, it would probably be impractical to list all assets and liabilities). This provision is in the normal form for a chartered body.

If, in the future, legislation were enacted to remove the Society’s regulatory powers and confer them on some other body, the Society could continue as a professional body under its Charter and apply all its assets to the other elements of its objects. It should be borne in mind, however, that the Society’s assets belong to the Society as a corporate body. The draft Charter would not change this position. The assets could not be distributed among the members unless this was specified in the Charter, and it could not be envisaged that the Privy Council would grant such a provision.

The dissolution of the Society is, of course, not envisaged, but the latest draft of the Charter gives greater protection to the assets than does the current Charter. It is now normal practice for charters to include provision for winding up procedures. Without this, the Society or its creditors would be in the position of having to approach the court for directions on winding up, and could conceivably find its assets treated as bona vacantia, ie, passing to the Crown. This is because the current Charter is silent on this point, and any distribution has to be expressly authorised under the governing instrument. The new article, unlike the current Charter, would actually safeguard any residual assets, on winding up, for purposes similar to those in the objects. The new Charter would allow such assets to be transferred to one or more other bodies.

What is the meaning of the various sets of brackets in the first paragraph of Article 8? Are they misprints? The Privy Council’s advisers have considered how and when the reformed Council of the Society should be brought into being. We need to avoid a situation where, if the new Charter were granted, the current Council composition would be at odds with that stated in the Charter. A transitional provision is therefore required to permit the existing Council to continue until the newly constituted Council comes into office on a specific day. It is proposed that this should be the day after the Society’s annual general meeting in 2005, and draft Article 8 has been altered to reflect this. The square brackets denote alternative words to be used for this purpose. The exact wording would be determined if the membership approves the draft Charter and it goes on to be considered by Her Majesty in Council