Trust Constitution

1.1     The name of the Foundation Trust is Blackpool Teaching Hospitals NHS Foundation Trust (“the Trust”). The Foundation Trust is a public benefit corporation authorised under the National Health Service Act 2006.

1.2     The Foundation Trust’s Head Office is at Trust Headquarters, Blackpool Victoria Hospital, Whinney Heys Road, Blackpool, FY3 8NR, or such other place as the Board of Directors shall decide.

2.1     The principal purpose of the Trust is the provision of goods and services for the purposes of the health services 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 services 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 to better carry on its Principal Purpose.

3.1.    The Trust may not be dissolved except by order of the Secretary of State for Health, in accordance with the 2006 Act.

3.2.   The profits or surpluses of the Trust are not to be distributed either directly or indirectly in any way at all among members of the Foundation Trust.

4.1.    The affairs of the Trust are to be conducted by the Board of Directors, the Council of Governors and the members in accordance with this Constitution and the Foundation Trust’s authorisation.  The members, the Council of Governors and the Board of Directors are to have the roles and responsibilities set out in this Constitution.

4.2.    The powers of the Trust are set out in the 2006 Act subject to any restrictions in the Provider Licence.

4.3.    The powers of the Trust shall be exercised by the Board of Directors on behalf of the Trust.

4.4.    Any of these powers may be delegated to a committee of Directors or to an Executive Director.

4.5.      Members of the Council of Governors and the Board of Directors and officers of the Trust 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 functions, save where they have acted recklessly.  Any costs arising in this way will be met by the Trust. The Trust may purchase and maintain insurance against this liability for its own benefit and for the benefit of members of the Council of Governors and the Board of Directors and its officers.

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 National Health Service Act 2006 and the Health and Social Care Act 2012.

6.1.    The Foundation Trust shall have members, each of whom shall be a member of one of the following constituencies:

6.1.1.     A Public Constituency; and

6.1.2.     A Staff Constituency

6.2.    The members of the Trust are those individuals whose names are entered in the register of members.

6.3.    Members may attend and participate at members meetings, stand for election to the Council of Governors, vote in elections to the Council of Governors and take such other part in the affairs of the Foundation Trust as is provided in this Constitution.

7.1.    An individual who is eligible to become a member of the Foundation Trust may do so on application to the Foundation Trust.

7.2.    Subject to this Constitution, membership is open to any individual who is entitled under this Constitution to be a member of the Public Constituency or the Staff Constituency and who (unless they are a member of the Staff Constituency) completes a membership application form in whatever form the Trust Secretary specifies.

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 Foundation Trust to become a member of the Staff Constituency and a member of the appropriate class within the Staff Constituency, shall become a member of the Foundation Trust as a member of the Staff Constituency and appropriate class within the Staff Constituency without an application being made, unless they inform the Foundation Trust that they do not wish to do so.

9.1.    An individual who is 12 years old or over and who lives in any of the following Public Constituency areas as detailed below may become or continue as a member of the Foundation Trust. 

i)       Borough of Blackpool

ii)       Borough of Fylde

iii)      Borough of Wyre

iv)      Northwest Counties

9.2.    Those individuals who live in the area specified for a Public Constituency are referred to collectively as a Public Constituency.

9.3.    The minimum number of members in the Public Constituency (comprising (i) to (iv) listed above) is four. 

9.4.    A breakdown of the areas within the individual Public Constituencies is provided in Annex 3.

10.1.  An individual who is employed by the Foundation Trust under a contract of employment (which for the avoidance of doubt includes full-time and part-time contracts of employment) with the Foundation Trust may become or continue as a member of the Foundation Trust provided:

10.1.1.    They are employed by the Foundation Trust under a contract of employment which has no fixed term or has a fixed term of at least 12 months; or

10.1.2.    They have been continuously employed by the Foundation Trust and/or the predecessor organisation under a contract of employment for at least 12 months.

10.4.  Individuals who exercise functions for the purposes of the Foundation Trust, other than under a contract of employment with the Foundation Trust, may become or continue as members of the Staff Constituency provided such individuals have exercised these functions continuously for a period of at least 12 months.  For the avoidance of doubt this does not include individuals who assist or provide services to the Foundation Trust on a voluntary basis.

10.5.  Those individuals who are eligible for membership of the Foundation Trust by reason of the previous provisions are referred to collectively as the Staff Constituency.

10.6.  The Staff Constituency shall be divided into the following four descriptions of individuals who are eligible for membership of the Staff Constituency.

10.6.1     Nursing and Midwifery

10.6.2     Medical and Dental

10.6.3     Clinical Support

10.6.4     Non-Clinical

10.7   Each description of individuals specified is referred to as a class within the Staff Constituency, as determined by Electronic Staff Record.

10.8.  The minimum number of members in each class of the Staff Constituency is four.

10.9   The Trust Secretary shall make a final decision about the class of which an individual is eligible to be a member.

11.1.  An individual who is a member of a constituency, or of a class within a constituency, may not, whilst membership of that constituency or class continues, be a member of any other constituency or class.

11.2.  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 of the Trust.

12.1.  An individual may not become a member of the Foundation Trust if:

12.1.1    They are under 12 years of age; or

12.1.2    Within the last five years they have been involved as a perpetrator in a serious incident of violence at any of the Foundation Trust’s hospitals or facilities or against any of the Foundation Trust’s employees or other persons who exercise functions for the purposes of the Foundation Trust, or against any registered volunteer.

12.1.3    They have been a vexatious complainant. For the purposes of this paragraph a vexatious complainant is an individual who is found by the Trust (applying the relevant Trust policy) to have abused or used inappropriately the Trust’s or the Predecessor Trust’s complaints procedure.

13.1.  A member shall cease to be a member if:

13.1.1.   They resign by notice to the Trust Secretary.

13.1.2.   They die.

13.1.3.   They are expelled from membership under this Constitution.

13.1.4.   They cease to be entitled under this Constitution to be a member of the Public Constituency or of any of the classes of the Staff Constituency.

13.1.5.   It appears to the Trust Secretary that they no longer wish to be a member of the Foundation Trust, and after enquiries made in accordance with a process approved by the Council of Governors, they fail to demonstrate that they wish to continue to be a member of the Foundation Trust.

13.2.  A member may be expelled by a resolution approved by not less than two-thirds of the Governors present and voting at a Formal Meeting.  The following procedure is to be adopted:

13.2.1.   Any member may complain to the Trust Secretary that another member has acted in a way detrimental to the interests of the Foundation Trust.

13.2.2    If a complaint is made, the Council of Governors may itself consider the complaint having taken such steps as it considers appropriate to ensure that each member’s point of view is heard and may either:

13.2.2.1.     dismiss the complaint and take no further action; or

13.2.2.2.     for a period not exceeding twelve months suspend the rights of the member complained of to attend members meetings and vote under this Constitution.

38.2.2.3.     arrange for a resolution to expel the member complained of to be considered at the next Formal Meeting of the Council of Governors.

13.3.  If a resolution to expel a member is to be considered at a formal meeting of the Council of Governors, details of the complaint must be sent to the member complained of not less than one calendar month before the meeting with an invitation to answer the complaint and attend the meeting.

13.4.  At the meeting the Council of Governors will consider evidence in support of the complaint and such evidence as the member complained of may wish to place before them.

13.5.  If the member complained of fails to attend the meeting without due cause the meeting may proceed in their absence.

13.6.  A person expelled from membership will cease to be a member upon the declaration by the Chair of the meeting that the resolution to expel them is carried.

13.7.  No person who has been expelled from membership is to be re-admitted except by a resolution carried by the votes of two thirds of the Council of Governors present and voting at a Formal Meeting.

14.1.  The Foundation Trust shall hold an Annual Meeting of its members (“Annual Members’ Meeting”) within nine months of the end of each financial year.  The Members’ Meeting shall be open to members of the public.

14.2.  All Members’ Meetings other than the Annual Members Meeting are called Special Members’ Meetings.

14.3.  Members’ Meetings are open to all members of the Foundation Trust, Governors and Directors, and representatives of the auditor.  The Board of Directors may invite representatives of the media and any experts or advisors whose attendance they consider to be in the best interests of the Foundation Trust to attend a Members’ Meeting.

14.4   All Members’ Meetings are to be convened by the Trust Secretary by order of the Council of Governors.

14.5.  The Council of Governors may decide where a Members’ meeting is to be held and may also for the benefit of members:

14.5.1.   Arrange for the Annual Members and Meeting to be held in different venues each year:

14.5.2.   Make provisions for a members’ meeting to be held at different venues simultaneously or at different times.  In making such provision the Council of Governors shall also fix an appropriate quorum for each venue, provided that the aggregate of the quorum requirements shall not be less than the quorum set out below.

14.6.    At the Annual Members’ and Meeting:

14.6.1.   One or more of the Directors shall present to the members:

14.6.1.1.        The Annual Accounts.

14.6.1.2.        Any report of the auditor.

14.6.1.3.        Any report of any other external auditor of the Foundation Trust’s affairs.

14.6.1.4         The annual report.

14.6.1.5.        Forward planning information for the next financial year.

14.7     One or more Governors shall present to the members a report on:

14.7.1. Steps taken to secure that (taken as a whole) the actual membership of the Public Constituency and of the classes of the Staff Constituency is representative of those eligible for such membership.

14.7.2. The progress/changes of the Membership Strategy; and

14.7.3. Any proposed changes to the policy for the composition of the Council of Governors and of the Non-Executive Directors.

14.7.4    The results of the election and appointment of Governors and the appointment of Non-Executive Directors will be announced.

14.8.    Notice of a members meeting is to be given:

14.8.1.   By notice to all members.

14.8.2.   By notice prominently displayed in the main premises of the Foundation Trust; and

14.8.3.   By notice on the Foundation Trust’s website at least 14 clear days before the date of the meeting.  The notice must:

14.8.4    Be given to the Council of Governors and the Board of Directors, and to the auditor.

14.8.5.   State whether the meeting is an Annual or Special Members’ Meeting.

14.8.6.   Give the time, date and place of the meeting; and

14.8.7.   Indicate the business to be dealt with at the meeting.

14.9.    Before a Members’ Meeting can do business there must be a quorum present.  Except where this Constitution says otherwise a quorum is one member present from each of the Foundation Trust’s constituencies.

14.10.  The Foundation Trust may make arrangements for Members to vote by post, or by using electronic communications.

14.11.  It is the responsibility of the Board of Directors, the Chair of the meeting and the Trust Secretary to ensure that at any Members’ Meeting:

14.11.1  The issues to be decided are clearly explained.

14.11.2 Sufficient information is provided to Members to enable rational discussion to take place.

14.12.    The Chair of the Foundation Trust shall act as chair at all Members’ meetings of the Foundation Trust.  The Chair may nominate a Director of the Foundation Trust to chair a Members’ Meeting in their absence.  If neither the Chair nor the Deputy Chair nor any director nominated to act as chair is present, the members of the Council of Governors present shall elect one of the Public Governors present to be Chair and if there is only one Governor present and willing to act, they shall be Chair.

14.13.    If no quorum is present within half an hour of the time fixed for the start of the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Council of Governors determine.  If a quorum is not present within half an hour of the time fixed for the start of the adjourned meeting, the number of members present during the meeting is to be a quorum.

14.14.    A resolution put to the vote at a members meeting shall be decided upon by a show of hands unless a poll is requested by the Chair of the meeting.

14.15.    Every member present and every member who has voted by post or using electronic communications is to have one vote.  In the case of an equality of votes the Chair of the meeting is to have a second and casting vote.

14.16.  The result of any vote will be declared by the Chair and recorded in the minutes of the meeting.  The minutes of the meeting will be conclusive evidence of the result of the vote.

15.1.  The roles and responsibilities of the Council of Governors, which are to be carried out in accordance with this Constitution and the Foundation Trust’s Provider Licence, are:

15.2   At a formal Meeting of the Council of Governors:

15.2.1.   To appoint or remove the Chair and the other Non-Executive Directors.

15.2.2.   To approve an appointment (by the Non-Executive Directors) of the Chief Executive.

15.2.3.   To decide the remuneration and allowances, and the other terms and conditions of office, of the non-executive Directors.

15.2.4.   To appoint or remove the Foundation Trust’s auditor.

15.2.5.   To appoint or remove any other external auditor appointed to review and publish a report on any other aspect of the Foundation Trust’s affairs.

15.2.6.   To be presented with the Annual Accounts, any report of the auditor on them and the annual report.

15.2.7.   To provide their views to the Board of Directors when the Board of Directors is preparing the document containing information about the Foundation Trust’s forward planning.

15.2.8.   To respond as appropriate when consulted by the Board of Directors in accordance with this Constitution.

15.2.9.   To undertake such functions as the Board of Directors shall from time-to-time request:

16.1.  The Foundation Trust is to have a Council of Governors, which shall comprise Public, Staff and Appointed Governors.

16.2   The aggregate number of Public Governors is to be more than half of the total number of members of the Council of Governors.

16.3.      The Council of Governors, subject to the 2006 Act, shall seek to ensure that through the composition of the Council of Governors:

16.3.1    The interests of the community served by the Foundation Trust are appropriately represented.

16.3.2    The level of representation of the Public Constituency, the classes of the Staff Constituency and the appointing organisations strikes an appropriate balance having regard to their legitimate interest in the Foundation Trust’s affairs, and to this end, the Council of Governors:

16.3.3    Shall at all times maintain a policy for the composition of the Council of Governors which takes account of the membership strategy, and

16.3.4    Shall from time to time and not less than every three years review the policy for the composition of the Council of Governors, and

16.3.5.   When appropriate shall propose amendments to this Constitution.

16.4.  The Governors on the Council of Governors, other than the Appointed Governors, shall be chosen by election by their constituency or, where there are classes within a constituency, by their class within that constituency.  The number of Governors to be elected by each constituency, or, where appropriate, by each class of each constituency, is below.

16.4.1.   Sixteen Public Governors from the following areas of the Public Constituency:

• Borough of Blackpool – Eight Public Governors
• Borough of Fylde – Three Public Governors
• Borough of Wyre – Four Public Governors
• Northwest Counties - One Public Governor

16.4.2.   Five Staff Governors from the following classes:

• Nursing and Midwifery – Two Staff Governors
• Medical and Dental – One Staff Governor
• Clinical Support – One Staff Governor
• Non-Clinical Support (Administrative, Clerical, Estates and Facilities) – One Staff Governor

16.4.3.   Seven Partnership Governors to be appointed by the partnership organisations below:

• Blackpool Council
• Lancashire County Council
• University of Central Lancashire
• Lancaster University
• Local School / College representative

and one organisation to be determined by the Trust Chair in conjunction with the Council of Governors.

17.1.  A person may not become a Governor of the Foundation Trust, and if already holding such office will immediately cease to do so, if:

17.1.1.   they are a Director of the Foundation Trust or a director of an NHS body (unless they are appointed by an appointing organisation which is an NHS body).

17.1.2.   they are the spouse, partner, parent, child, grandchild, sibling, aunt, uncle, cousin, nephew or niece of a member, of the Board of Directors of the Foundation Trust.

17.1.3.   they are a member of a local authority’s Scrutiny Committee covering health matters.

17.1.4.   they are a member of Blackpool Healthwatch or Lancashire Healthwatch or Blackburn with Darwen Healthwatch unless Blackpool Healthwatch or Lancashire Healthwatch or Blackburn with Darwen is a partnership organisation which has appointed them as a Partnership Governor.

17.1.5.   they have been previously removed as a Governor pursuant to paragraph 26.

17.1.6.   being a member of the Public Constituency, they refuse to sign a declaration in the form specified by the Trust Secretary of particulars of their qualification to vote as a member of the Foundation Trust, and that they are not prevented from being a member of the Council of Governors.

17.1.7.   they are subject to a sex offender order.

17.1.8.   they have within the preceding three years been dismissed, otherwise than by reason of redundancy or ill health, from any paid employment with an NHS body.

17.1.9.   they are a person whose tenure of office as the Chair or as a member or director of an NHS body has been terminated on the grounds that their appointment is not in the interests of the health service, for non-attendance at meetings, or for non-disclosure of a pecuniary interest.

17.1.10. They are a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged.

17.1.11 They are a person who has made a composition or arrangement with, or granted a trust deed for, their creditors and have not been discharged in respect of this.

17.1.12.           They are a person who within the preceding five years has been convicted in the British Isles 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.

18.1.  Elections for elected members of the Council of Governors shall be conducted in accordance with the Model Rules for Elections, as may be varied from time to time.  The Council of Governors will decide which of the two voting methods set out in the Model Rules for Elections is to be used. (Annex 1).

18.2.  The Model Rules for Elections, as may be varied from time to time, form part of this Constitution and are attached in Annex 1.

18.3.  A variation of the Model Rules by the Department of Health shall not constitute a variation of the terms of this Constitution.  For the avoidance of doubt, the Foundation Trust cannot amend the Model Rules.

18.4.  An election, if contested, shall be by secret ballot (Annex 1, Part 5).

18.5.    The Trust will ensure that there is consistent communication around the whole election process with regard to results, amounts of votes cast, etc.

19.1.  Where a vacancy arises on the Council of Governors for any reason other than expiry of term of office, the following provisions will apply.

19.2.  Where the vacancy arises amongst the appointed Governors, the Trust Secretary shall request that the appointing organisation appoints a replacement to hold office for the remainder of the term of office.

19.3.  Where the vacancy arises amongst the Public and Staff Governors, the Council of Governors shall be at liberty either:

19.3.1.   to invite the next highest polling candidate in that Constituency at the most recent election, who is willing to take office, to fill the seat for the remainder of the term of office, at which time the seat will fall vacant and will be subject to election; or

19.3.2.   to leave the seat vacant until the next elections are held.

19.4     The trust shall conduct annual elections during each year (being a period of 12   months commencing on 1 October in respect of each governor whose term of office shall expire at the end of that year.  Any governor elected pursuant to this election will take office on 1 October.

20.1.  A member of the Public Constituency may not vote at an election for a Public Governor unless they have made a declaration that they are qualified to vote as a member of the relevant area of the Public Constituency in accordance with the Model Rules for Election.  It is an offence to knowingly or recklessly make such a declaration which is false in a material particular.

21.1.  A member of the Staff Constituency may not vote at an election for a Staff Governor unless they have made a declaration that they are qualified to vote as a member of the relevant area of the Staff Constituency in accordance with the Model Rules for Election.  It is an offence to knowingly or recklessly make such a declaration which is false in a material particular.

22.1.  The Appointed Governors are to be appointed by the partnership organisations, having consulted with the Trust Secretary.

23.1.  A Public Governor may hold office for a period of three years following each election that resulted in their election as a Governor.

23.2.  A Public Governor shall cease to hold office if they cease to be a member of the area of the constituency by which they were elected.

23.3.  A Public Governor shall be eligible for re-election at the end of their three-year term.

23.4.  A Public Governor may not hold office for more than nine consecutive years and shall not be eligible for re-election if they have already held office for more than six consecutive years.

23.5.  For the purposes of these provisions concerning terms of office for Public Governors, “year” means a period commencing on 1 October. 

23.6.    If a Public Governor resigns or is removed from office, then any individual who is appointed as a replacement in accordance with paragraph 19.3.1 will be eligible to serve for the remainder of the term of office.  At the expiry of that term of office, and any subsequent term of office, the relevant Governor shall be eligible for re-election subject to paragraph 23.3 above.

24.1   A Staff Governor may hold office for a period of three years following each election that resulted in their election as a Governor.

24.2.  A Staff Governor shall cease to hold office if they cease to be a member of the class by which they were elected.

24.3.  A Staff Governor shall be eligible for re-election at the end of their three-year term.

24.4.  A Staff Governor may not hold office for more than nine consecutive years and shall not be eligible for re-election if they have already held office for more than six consecutive years.

24.5.  For the purposes of these provisions concerning terms of office for Staff Governors, “year” means a period commencing on 1 October.

24.6.  If a Staff Governor resigns or is removed from office, then any individual who is appointed as a replacement in accordance with paragraph 19.3.1 will be eligible to serve for the remainder of the term of office.  At the expiry of that term of office, and any subsequent term of office, the relevant Governor shall be eligible for re-election subject to paragraph 24.3 above.

25.1.  An Appointed Governor shall normally hold office for a period of three years commencing on the date of their appointment.

25.2.  An Appointed Governor shall cease to hold office if the appointing organisation which appointed them terminates the appointment.

25.3.  An Appointed Governor shall be eligible for re-appointment at the end of their three-year term.

25.4.  An Appointed Governor may not hold office for more than nine consecutive years.

26.1.  A person holding office as a Governor shall immediately cease to do so if:

26.1.1.   they resign by notice in writing to the Trust Secretary.

26.1.2.   they fail to attend three consecutive meetings of the Council of Governors, unless the other Governors are satisfied that:

• the absences were due to reasonable causes; and
• they will be able to start attending meetings of the Council of Governors again within such a period as the other Governors consider reasonable.

26.1.3.   they have refused without reasonable cause to undertake any training which the Council of Governors requires all Governors to undertake.

26.1.4.   they have failed to sign and deliver to the Trust Secretary a statement in the form required by the Trust Secretary confirming acceptance of the code of conduct for Governors.

26.1.5.   they are removed from the Council of Governors under the following provisions.

26.2.  A Governor may be removed from the Council of Governors by a resolution approved by not less than three-quarters of the remaining Governors present and voting on the grounds that:

26.2.1.   they have committed a serious breach of the code of conduct; or

26.2.2.   they have acted in a manner detrimental to the interests of the Foundation Trust; and

26.2.3.   the Council of Governors consider that it is not in the best interests of the Foundation Trust for them to continue as a Governor.

26.2.4.   they fail to comply with the Fit & Proper Person Test.

26.3.  Governors are required to sign a declaration confirming that they do not fall within the definition of an “unfit person”, or any other criteria set out below and that they are not aware of any pending proceedings or matters which may call such a declaration into question.

26.5.  In the event of any conflict or inconsistency between this Constitution and/or the Licence and the Standing Orders, the Constitution and/or Licence (as applicable) shall prevail. In the event of any conflict or inconsistency between this Constitution and the provisions of the NHS Act 2006, the provisions of the NHS Act 2006 shall prevail.

Where the Foundation Trust has reason to believe that a Governor may be removed from the Council of Governors pursuant to paragraph 26.2, the investigation procedure set out in Annex 2 must be followed.

27.1.  The general duties of the Council of Governors are: -

27.1.1.   to hold the Non-Executive Directors (NEDs) individually and collectively to account for the performance of the Board of Directors and

27.1.2.   to represent the interest of the members of the Trust as a whole and the interests of the public.

27.2.  The Trust must take steps to secure that the Governors are equipped with the skills and knowledge they require in their capacity as such.

28.1.  The Chair of the Foundation Trust (i.e., the Chair of the Board of Directors, appointed in accordance with the provisions of paragraph 36.1 or paragraph 36.4) or, in their absence the Deputy Chair (appointed in accordance with the provisions of paragraphs 41.1 to 41.3) or, in their absence, one of the Non-Executive Directors, shall preside at meetings of the Council of Governors.  If the person presiding at any such meeting has a conflict of interest in relation to the business being discussed, the Council of Governors shall appoint one of the Public Governors to chair that part of the meeting.

28.2.  Meetings of the Council of Governors shall be open to members of the public unless the Council of Governors decides otherwise in relation to all or part of a meeting for reasons of commercial confidentiality or on other proper grounds.  Members of the public may be excluded from a meeting (whether for the whole or part of such meeting) whenever publicity would be prejudicial to the public interest by reason of the confidential nature of the business to be transacted or for other special reasons arising from the nature of that business following appropriate resolution by the Council of Governors.  The Chair may exclude any member of the public from a meeting of the Council of Governors if they are interfering with, or preventing, the proper conduct of the meeting or for other special reasons. 

28.3.    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.

29.1.  The Council of Governors is to meet at least three times in each financial year.  Save in the case of emergencies or the need to conduct urgent business, the Trust Secretary shall give at least fourteen days written notice of the date and place of every meeting of the Council of Governors together with an agenda and any supporting papers to all Governors.  Notice will be served by the Foundation Trust on the Foundation Trust’s website.

29.2.  Meetings of the Council of Governors may be called by the Trust Secretary, or by the Chair, or by ten Governors (including at least two elected Governors and two appointed Governors) who give written notice to the Trust Secretary specifying the business to be carried out.  The Trust Secretary shall send a written notice to all Governors as soon as possible after receipt of such a request.  The Trust Secretary shall call a meeting on at least fourteen but not more than twenty-eight days’ notice to discuss the specified business.  If the Trust Secretary fails to call such a meeting, then the Chair or ten Governors, whichever is the case, shall call such a meeting.

29.3. Eight Governors including not less than six Public Governors, not less than one Staff Governor and not less than one appointed Governor shall form a quorum.

29.4. The Council of Governors may invite the Chief Executive or any other member of the Board of Directors, or a representative of the auditor or other advisors to attend a meeting of the Council of Governors.

29.5.  The Council of Governors have agreed that its members can participate in its meetings by telephone, video or computer link.  Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.

29.6.  Subject to the following provisions of this paragraph, questions arising at a meeting of the Council of Governors shall be decided by a majority of votes:

29.6.1.   In case of an equality of votes the person presiding at or chairing the meeting shall have a second and casting vote.

29.6.2.   No resolution of the Council of Governors shall be passed if it is opposed by all of the Public Governors present.

29.7.  The Council of Governors may not delegate any of its powers to a committee or sub-committee, but it may appoint committees consisting of its members, Directors, and other persons to assist the Council of Governors in carrying out its functions. The Council of Governors may, through the Trust Secretary, request that advisors assist them or any committee they appoint in carrying out its duties.

29.8.    All decisions taken in good faith at a meeting of the Council of Governors or of any committee shall be valid even if it is discovered subsequently that there was a defect in the calling of the meeting, or the appointment of the Governors attending the meeting.

30.1.  Members of the Council of Governors shall disclose to the Council of Governors any material interests (as defined below) held by a Governor, their spouse or partner, which shall be recorded in the Register of Interests of Governors.

30.2.  Subject to the exceptions below a material interest is:

30.1.1.   Any directorship of a company.

30.1.2.   Any interest or position in any firm, company, business or organisation (including any charitable or voluntary organisation) which has or is likely to have a trading or commercial relationship with the Foundation Trust.

30.1.3.   Any interest in an organisation providing health and social care services to the National Health Service.

30.1.4.   A position of authority in a charity or voluntary organisation in the field of health and social care.

30.1.5.   Any connection with any organisation, entity or company considering entering into a financial arrangement with the Foundation Trust including but not limited to lenders or banks.

30.3.  The exceptions which shall not be treated as interests or material interests for the purposes of these provisions are as follows:

30.3.1.   Shares not exceeding 2% of the total shares in issue held in any company whose shares are listed on any public exchange.

30.3.2.   An employment contract with the Foundation Trust held by a Staff Governor.

30.3.4.   An employment contract with a Local Authority held by a Local Authority Governor.

30.3.5.   An employment contract with or other position of authority within a partnership organisation held by a Partnership Governor.

30.4.  Any Governor who has an interest in a matter to be considered by the Council of Governors (whether because the matter involves a firm, company, business or organisation in which the Governor or his/her spouse or partner has a material interest or otherwise) shall declare such interest to the Council of Governors and:

30.4.1.   Shall withdraw from the meeting and play no part in the relevant discussion or decision; and

30.4.2.   Shall not vote on the issue (and if by inadvertence they do remain and vote, their vote shall not be counted).

30.5.  Details of any such interest shall be recorded in the Register of Interests of Governors.

30.6.  Any Governor who fails to disclose any interest or material interest required to be disclosed under these provisions must permanently vacate their office if required to do so by a majority of the remaining Governors.

31.1.  The Foundation Trust may pay travelling and other expenses to members of the Council of Governors at rates determined by the Foundation Trust.

32.1.  The business of the Foundation Trust is to be managed by the Board of Directors, who shall exercise all the powers of the Foundation Trust, subject to any contrary provisions of the 2006 Act as given effect by this Constitution.

33.1.  The Foundation Trust is to have a Board of Directors, which shall comprise both Executive and Non-Executive Directors, to manage the business of the Trust and to exercise all powers of the Trust (subject to any contrary provisions in the 2006 Act and/or this Constitution).

33.2.  The Board of Directors is to comprise; a Non-Executive Chair, not less than five other Non-Executive Directors; and not less than five Executive Directors.

33.3.  The number of Executive Directors will not exceed the number of Non-Executive Directors (excluding the Chair).

33.4.  One of the Executive Directors shall be the Chief Executive.

33.5.  The Chief Executive shall be the Accounting Officer.

33.6.  One of the Executive Directors shall be the Finance Director.

33.7.  One of the Executive Directors is to be a Registered Medical Practitioner or a Registered Dentist (within the meaning of the Dentists Act 1984).

33.8.  One of the Executive Directors is to be a Registered Nurse or a Registered Midwife.

34.1.  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.

35.1.  A person may be appointed as a Chair/Non-Executive Director only if they are a member of the Public Constituency and is not disqualified by virtue of paragraph 43.

35.2.  The Chair must, on appointment for each and every term of office, meet the Independence Criteria.

35.3.  Every other Non-Executive Director must, on appointment and throughout their term of office, meet the Independence Criteria.

35.4.  The Independence Criteria are that the Chair, on appointment for each and every term of office, and every other Non-Executive Director, on appointment and throughout their term of office, should: -

35.4.1.   not have been an employee of the Trust within the last five (5) years.

35.4.2.   not have, or have had, a material interest within the last three (3) years.

35.4.3.   not have any close family tie with any director, senior employee or professional advisor to the Trust.

35.4.4.   not have any significant business link with any other director of the Trust including through any involvement in any company or body; or

35.4.5.   not have served on the Trust Board of Directors for more than six (6) years from the date of their first appointment (including any tenure as a director of the Predecessor Trust).

36.1.  A Non-Executive Director shall normally hold office for three years, at the end of which they will be eligible for re-appointment.  A Non-Executive Director shall not be eligible to hold office as a director of the Foundation Trust for more than six consecutive years other than in exceptional circumstances where, at the request of the Nominations Committee, there will be the option to extend the term of office for a further twelve months (seven years in total) to assist with transition arrangements, subject to satisfactory appraisal, approval by the Nominations Committee and ratification by the Council of Governors.

36.2. If a Non-Executive Director is willing to be considered for re-appointment at the conclusion of their first term of office, the Council of Governors is not obliged to follow the procedures below for the appointment of Non-Executive Directors.

37.1.  The Council of Governors at a formal meeting of the Council of Governors shall appoint or remove the Chair of the Foundation Trust and the other Non-Executive Directors.

37.2.  Removal of the Chair or another Non-Executive Director shall require the approval of three-quarters of the total members of the Council of Governors.

38.1.  The Chair and Non-Executive Directors are to be appointed by the Council of Governors using the following procedure.

38.1.1.   The Council of Governors will maintain a policy for the composition of the Chair and Non-Executive Directors which takes account of the membership strategy, and which they shall review from time to time and not less than every three years.

38.1.2.   The Nominations Committee may work with an external organisation recognised as expert at appointments to identify the skills and experience required for the Chair and Non-Executive Directors.

38.1.3    Appropriate candidates (not more than five for each vacancy) will be identified by the Nominations Committee through a process of open competition, which takes account of the policy maintained by the Council of Governors and the skills and experience required.

38.1.4    The Nominations Committee will comprise the Chair of the Foundation Trust (or, when a Chair is being appointed, the Committee Chair will be one of the following unless they are standing for appointment or have a conflict of interest; the Deputy Chair, the Senior Independent Director or another Non-Executive Director), the Lead Governor, the Deputy Lead Governor, three Public Governors, one Appointed Governor and one Staff Governor.

38.1.5    The Nominations Committee’s Appointments Panel for the interview will comprise at least three Governor members from the Nominations Committee and the Chair of the Foundation Trust (or when the Chair is being appointed, the Committee Chair will be one of the following unless they are standing for appointment or have a conflict of interest: the Deputy Chair, the Senior Independent Director, or another Non-Executive Director.

38.1.6    For the appointment of the Trust Chair the voting members of the Nominations Committee and the Nominations Committee’s Appointments Panel will be only the Governors.

38.1.7    For the appointment of the Non-Executive Directors the voting members of the Nominations Committee and the Nominations Committee’s Appointments Panel will be the Governors and the Chair of the Foundation Trust (or Deputy Chair, the Senior Independent Director, or another Non-Executive Director).

38.2.  The removal of the Chair or another Non-Executive Director shall require the approval of three quarters of the governors and be in accordance with the following procedures:

38.2.1    Any proposal for removal must be proposed by the Chair or by not less than half the Governors including least four Elected Governors and two appointed Governors.

38.2.2    Written reasons for the proposal shall be provided to the Non-Executive Director in question, who shall be given the opportunity to respond to such reasons.

38.2.3    In making any decision to remove a Non-Executive Director, the Council of Governors shall take into account the annual appraisal carried out by the Chair.

38.2.4    If any proposal to remove a Non-Executive Director is not approved at a meeting of the Council of Governors, no further proposal can be put forward to remove such Non-Executive Director based upon the same reasons within 12 months of the meeting.

39.1.  The Senior Independent Director (SID) shall be appointed from amongst the Non-Executive Directors in consultation with the Nominations Committee of the Council of Governors.  The Senior Independent Director shall be available to members and governors if they have concerns which contact through normal channels has failed to resolve or for which such contact is inappropriate.  They will also have a key role in the appraisal process for the Chair of the Trust.  The Senior Independent Director may be the Deputy Chair.

39.2.    Any Non-Executive Director appointed as Senior Independent Director in accordance with the Constitution may at any time resign from the office of Senior Independent Director by giving notice in writing to the Chair.  A new Senior Independent Director shall thereupon be appointed in accordance with paragraph 40.1.

40.1.  The Council of Governors at a formal meeting of the Council of Governors shall appoint one of the Non-Executive Directors as a Deputy Chair.  If the Chair is unable to discharge his/her office as Chair of the Foundation Trust, the Deputy Chair of the Board of Directors shall be acting Chair of the Foundation Trust.

40.2.  A Non-Executive Director appointed as Deputy Chair in accordance with the Constitution may at any time resign from the office of Deputy Chair by giving notice in writing to the Chair. A new Deputy Chair shall thereupon be appointed in accordance with paragraph 41.1.

40.3. Where the Chair of the Trust has died or has ceased to hold office, or where they have been unable to perform their duties as Chair owing to illness or any other cause, the Deputy Chair shall act as Chair until a new Chair is appointed or the existing Chair resumes his/her duties, as the case may be; and references to the Chair in this Constitution shall, where there is no Chair able to perform those duties, be taken to include references to the Deputy Chair.

41.1.  The Non-Executive Directors shall appoint or remove the Chief Executive.

41.2.  The appointment of the Chief Executive shall require the approval of the Council of Governors.

41.3.  The Remuneration Committee, comprising the Chair and Non-Executive Directors, shall appoint or remove the Executive Directors and, for this purpose, the Chief Executive shall be co-opted onto the Committee.

41.4.    The Chief Executive shall appoint one of the Executive Directors as Deputy Chief Executive, subject to the approval of the Board of Directors.

42.1.  The following may not become or continue as a member of the Board of Directors: -

42.1.1    A person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged.

42.1.2    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.

42.1.3  A person who within the preceding five years has been convicted in the British Isles 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.

43.1.  It is a condition of employment that those holding Director and Director-equivalent posts within the Trust provide confirmation in writing, on appointment and thereafter on demand, of their fitness to hold such posts. 

43.2.  Directors, and those holding Director-equivalent posts, are required to sign a declaration confirming that they do not fall within the definition of an “unfit person”, or any other criteria set out below and that they are not aware of any pending proceedings or matters which may call such a declaration into question.

43.3.  A person may also not become or continue as a Director of the Foundation Trust if:

43.3.1    They are a member of the Council of Governors or a governor or (unless the   Board of Directors so approves) a director of an NHS body.

43.3.2    They are a member of Blackpool Healthwatch or Lancashire Healthwatch or   Blackburn with Darwen Healthwatch.

43.3.3    They are the spouse, partner, parent or child of a member of the Board of Directors of the Foundation Trust.

43.3.4    They are a member of a local authority’s Scrutiny Committee covering health matters.

43.3.5    They are the subject of a disqualification order made under the Company Directors Disqualification Act 1986.

43.3.6    They are a person whose tenure of office as a Chair or as a member or director of an NHS body has been terminated on the grounds that their appointment is not in the interests of the health service, for non-attendance at meetings, or for non-disclosure of a pecuniary interest.

43.3.7    They have within the preceding two years been dismissed, otherwise than by reason of redundancy or ill health, from any paid employment with an NHS body.

43.3.8    In the case of a Non-Executive Director they have refused without reasonable cause to fulfil any training requirement established by the Board of Directors; or

43.3.9    They have refused to sign and deliver to the Trust Secretary a statement in the form required by the Board of Directors confirming acceptance of the code of conduct for Directors.

1. 1. 1. They have any significant business link through any company or body.

43.3.11     They are a person who is not a fit and proper person as defined by regulation 5 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 and / or condition G4 of the Provider Licence.

1. 1. 1.  They are a person who refuses to undertake a Disclosure & Barring Service (DBS) check and/or other fit and proper person checks including insolvency, bankruptcy and disqualified directors’ registrations.

44.1.  Meetings of the Board of Directors shall be open to members of the public.  Members of the public may be excluded from a meeting for special reasons.

44.2. 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.

45.1.  The Standing Orders for the practice and procedure of the Board of Directors, as may be varied from time to time by the Board of Directors, are detailed in the Standing Orders for the Board of Directors.

46.1.  The duties that a Director of the Trust has by virtue of being a director include in particular: -

46.1.1    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.

46.1.2    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.

46.2.  The duty referred to in sub-paragraph 46.1.1 is not infringed if: -

46.2.1    The situation cannot reasonably be regarded as likely to give rise to a conflict of interest, or

46.2.2    The matter has been authorised in accordance with the Constitution.

46.3.  The duty referred to in sub-paragraph 158.2 is not infringed if acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.

46.4.  In sub-paragraph 46.1.2, “third party” means a person other than: -

46.4.1    The Trust, or

46.4.2    A person acting on its behalf.

46.5.  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: -

46.5.1    Must declare the nature and extent of that interest to the other Directors.

46.5.2    Shall withdraw from the meeting and play no part in the relevant discussion or decision; and

46.5.3    Shall not vote on the issue (and, if by inadvertence they do remain and vote, their vote shall not be counted).

46.6.  Details of any such interest shall be recorded in the Register of Interests of the Directors.

46.7.  Any Director who fails to disclose any interest required to be disclosed under these provisions must permanently vacate their office if required to do so by three-quarters of the remaining Directors and (in the case of a Non-Executive Director) by three-quarters of the total members of the Council of Governors.

46.8.  If a declaration proves to be, or becomes, inaccurate, incomplete, a further declaration must be made.

46.9.  Any declaration required must be made before the Trust enters into the transaction or arrangement.

46.10.  A Director need not declare an interest: -

46.10.1     if it cannot reasonably be regarded as likely to give rise to a conflict of interest.

46.10.2.    if, or to the extent that, the Directors are already aware of it.

46.10.3.    If, or to the extent that, it concerns terms of the Director’s appointment that have been or are to be considered: -

46.10.3.1. By a meeting of the Board of Directors, or

46.10.3.2.  By a committee of the Directors appointed for the purpose under the Constitution.

47.1.  The Council of Governors at a formal meeting of the Council of Governors shall decide the remuneration and allowances, and the other terms and conditions of office, of the Chair and the other Non-Executive Directors.

47.2.    The Foundation 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.

48.1.  The Foundation Trust may reimburse Directors travelling and other costs and expenses incurred in carrying out their duties at such rates as the remuneration committee of Non-Executive Directors decides. These are to be disclosed in the Annual Report.

48.2.  The remuneration and allowances for Directors are to be disclosed in bands in the Annual Report.

49.1. The Foundation Trust shall have a Trust Secretary who shall be an employee of the Trust but not a member of the Board of Directors or the Council of Governors.

49.2. The Trust Secretary’s functions shall include: -

49.2.1    Acting as Trust Secretary to the Council of Governors and the Board of Directors and their committees.

49.2.2    Summoning and attending the Annual Members’ Meeting, Special Members’ Meetings, Council of Governors meetings and Board of Directors meetings.

49.2.3    Maintaining the register of members and other registers and books required by this Constitution to be kept.

49.2.4    Having charge of the Foundation Trust’s Seal.

49.2.5    Publishing to members in appropriate form information which they should have about the Foundation Trust’s affairs.

49.2.6    Preparing and sending to NHS England and any other statutory body all returns which are required to be made.

49.3. Minutes of every members’ meeting, of every meeting of the Council of Governors and of every meeting of the Board of Directors are to be kept.  Minutes of meetings will be presented at the next meeting and approved by those present.  The formally approved minutes will be conclusive evidence of the events of the meeting. 

49.4. The Trust Secretary is to be appointed and removed by the Board of Directors

50.1.  The Foundation Trust shall have:

50.1.1    A Register of Members showing, in respect of each member, the constituency to which they belong and, where there are classes within it, the class to which they belong.

50.1.2    A Register of Members of the Council of Governors.

50.1.4    A Register of Interests of Governors.

50.1.5    A Register of Directors; and

50.1.6  A Register of Interests of the Directors.

51.1.  The Trust Secretary shall add to the Register of Members the name of any individual who is accepted as a member of the Trust under the provisions of this Constitution.

51.2. The Trust Secretary shall remove from the Register of Members the name of any member who ceases to be entitled to be a member under the provisions of this Constitution.

52.1.  The Foundation Trust shall make the registers specified in paragraph 176 available for inspection by members of the public, except in the circumstances set out below or as otherwise prescribed by regulations.

52.2.  The Foundation Trust shall not make any part of its registers available for inspection by members of the public which shows details of any member of the Foundation Trust, if the member so requests.

52.3.  So far as the registers are required to be made available:

52.3.1    They are to be available for inspection free of charge at all reasonable times; and

52.3.2    A person who requests a copy of or extract from the registers is to be provided with a copy or extract.

52.4.  If the person requesting a copy or extract is not a member of the Foundation Trust, the Foundation Trust may impose a reasonable charge for doing so.

53.1.  The Foundation Trust shall make the following documents available for inspection by members of the public free of charge at all reasonable times and shall be available on the Foundation Trust’s website: -

53.1.1.   A copy of the current Constitution.

53.1.2.   A copy of the current Provider Licence.

53.1.3.   A copy of the latest Annual Accounts and any report of the Auditor on them.

53.1.4.   A copy of the latest Annual Report.

53.1.5.   A copy of the latest Annual Plan.

53.2.  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:

53.2.1    a copy of any order made under section 65D (appointment of Trust special administrator), 65J (power to extend time), 65KC (action following Trust Secretary of State’s rejection of final report), 65L (trusts coming out of administration) or 65LA (trusts to be dissolved) of the 2006 Act.

53.2.2    a copy of any report laid under section 65D (appointment of Trust special administrator) of the 2006 Act.

53.2.3    a copy of any information published under section 65D (appointment of Trust special administrator) of the 2006 Act.

53.2.4    a copy of any draft report published under section 65F (administrator’s draft report) of the 2006 Act.

53.2.5    a copy of any statement provided under section 65F (administrator’s draft report) of the 2006 Act.

53.2.6    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 (NHS Improvement’s decision), 65KB (Trust Secretary of State’s response to NHS Improvement’s decision), 65KC (action following Trust Secretary of State’s rejection of final report) or 65KD (Trust Secretary of State’s response to re-submitted final report) of the 2006 Act.

53.2.7    a copy of any statement published or provided under section 65G (consultation plan) of the 2006 Act.

53.2.8    a copy of any final report published under section 65I (administrator’s final report),

53.2.9    a copy of any statement published under section 65J (power to extend time) or 65KC (action following Trust Secretary of State’s rejection of final report) of the 2006 Act.

53.2.10 a copy of any information published under section 65M (replacement of trust special administrator) of the 2006 Act.

53.3.  Any person who requests a copy of, or extract from, any of the above documents is to be provided with a copy.

53.4.    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.

54.1.  The Foundation Trust shall have an Auditor and shall provide the Auditor with every facility and all information which he may reasonably require for the purposes of his functions under Schedule 10 of the 2006 Act.

54.2.  A person may only be appointed as the Auditor if they (or, in the case of a firm, each of its members) is a member of one or more of the bodies referred to in Paragraph 23 (4) of Schedule 7 of the 2006 Act.

54.3.  The Council of Governors shall appoint or remove the Auditor at a formal meeting of the Council of Governors.

54.4.  The Auditor shall be required to carry out their duties in accordance with Schedule 10 of the 2006 Act and in accordance with any directions given by NHS Improvement on standards, procedure and techniques to be adopted.

54.5. The Board of Directors may resolve that external auditors be appointed to review and publish a report on any other aspect of the Foundation Trust’s performance.  Any such auditors are to be appointed by the Council of Governors.

55.1.    The Foundation Trust shall establish a committee of Non-Executive Directors as an Audit Committee to perform such monitoring, reviewing and other functions as are appropriate.

56.1.  The Foundation Trust must keep proper accounts and proper records in relation to the accounts.

56.2.  NHS England may, with the approval of the Trust Secretary of State, give directions to the Trust as to the content and form of its accounts.

56.3.  The accounts are to be audited by the Foundation Trust’s auditor.

56.4.  The Foundation Trust shall prepare, in respect of each Financial Year, Annual Accounts in such form as NHS England may, with the approval of the Secretary of State, direct.

56.5.  The functions of the Foundation Trust with respect to the preparation of the annual accounts shall be delegated to the Accounting Officer.

56.7.  The following documents will be made available to the Comptroller and Auditor General for examination at his request:

56.7.1.   The accounts.

56.7.2.   Any records relating to them; and

56.7.3.   Any report of the auditor on them.

56.8. In preparing its Annual Accounts, the Accounting Officer shall cause the Foundation Trust to comply with any directions given by NHS Improvement with the approval of the Treasury as to:

56.8.1.   The methods and principles according to which the accounts are to be prepared.

56.8.2.   The information to be given in the accounts.

56.9.  And shall be responsible for the functions of the Foundation Trust as set out in paragraph 25 of Schedule 7 to the 2006 Act.

56.9.1.   The Accounting Officer shall cause the Foundation Trust to:

          Lay a copy of the annual accounts, and any report of the auditor on them, before Parliament; and

56.9.2.   Once it has done so, send copies of those documents to NHS England.

57.1.  The Foundation Trust shall prepare an Annual Report and send it to NHS England.

57.2.  The Foundation Trust is to comply with any decision NHS England makes as to:

The form of the reports.

The content of the report

When the reports are to be sent to it.

The periods to which the reports are to relate.

57.3.  The Foundation Trust shall give information as to its forward planning in respect of each Financial Year to NHS England.

57.4.  The document containing the information with respect to forward planning (referred to above) shall be prepared by the Directors.

57.5.  In preparing the document, the Directors shall have regard to the views of the Council of Governors.

57.6.  Each forward plan must include information about: -

57.6.1    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

57.6.2    the income it expects to receive from doing so.

57.7.  Where a forward plan contains a proposal that the Trust continues an activity of a kind mentioned in sub-paragraph 58.7.1, the Council of Governors must: -

57.7.1    determine whether it is satisfied that the continuation 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

57.7.2    notify the Directors of the Trust and its determination.

57.8. A Trust which 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 three-quarters of the members of the Council of Governors of the Trust voting at the meeting approve its implementation.

58.1.  The following documents are to be presented to the Council of Governors at a formal meeting of the Council of Governors and at the Annual Members’ Meeting:

58.1.1    The Annual Accounts

58.1.2    Any report of the auditor on them

58.1.3    The Annual Report.

58.2.  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.

58.3.  The Trust may combine a meeting of the Council of Governors convened for the purposes of sub-paragraph 59.1 with the Annual Members Meeting.

59.1.  The Foundation Trust shall have a Seal. 

59.2.  The Seal shall not be affixed except under the authority of the Board of Directors.

59.3.  A document purporting to be duly executed under the Trust’s seal or to be signed on its behalf is to be received in evidence and unless the contrary is proved, taken to be so executed or signed.

60.1.  The Trust may make amendments of its Constitution only if: -

60.1.1.   More than half of the members of the Council of Governors of the Trust voting at the meeting approve the amendments, and

60.1.2.   More than half of the members of the Board of Directors of the Trust voting at the meeting approve the amendments.

60.2.  Amendments made under paragraph 61.1 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.

60.3.  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): -   

60.3.1.   At least one member of the Council of Governors must attend the next Annual Members’ Meeting and present the amendment, and

60.3.2    The Trust must give the members an opportunity to vote on whether they approve the amendment.

60.4.    If more than half of the members voting at the meeting 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.

61.1.  The Trust may only apply for a merger, acquisition, separation or dissolution with the approval of three-quarters of the total members of the Council of Governors.

61.2.  The Trust may enter into a significant transaction only if three-quarters of the members of the Council of Governors of the Trust voting at the meeting approve entering into the transaction.

61.3.    “Significant transaction” means “any transaction meeting any of the thresholds set out in Annex 3.

62.1.  Any notice required by this Constitution to be given shall be given in writing or shall be given using electronic communications to an address for the time being notified for that purpose.  “Address” in relation to electronic communications includes any number or address used for the purposes of such communications.

62.2. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.  A notice shall be treated as delivered 48 hours after the envelope containing it was posted or, in the case of a notice contained in an electronic communication, 48 hours after it was sent.

63.1. Every unresolved dispute which arises out of this Constitution between the Foundation Trust and:

63.1.1.   A member; or

63.1.2.   Any person aggrieved who has ceased to be a member within the six months prior to the date of the dispute; or

63.1.3.   Any person bringing a claim under this Constitution; or

63.1.4    An officeholder of the Foundation Trust

63.1.5.   Is to be submitted to an arbitrator agreed by the parties or in the absence of agreement to be nominated by the NHS England.  The arbitrator’s decision will be binding and conclusive on all parties.

63.2.  Any person bringing a dispute must, if required to do so, deposit with the Foundation Trust a reasonable sum (not exceeding £250) to be determined by the Council of Governors and approved by the Trust Secretary.  The arbitrator will decide how the costs of the arbitration will be paid and what should be done with the deposit.

64.1     Subject to paragraph 13.2, the Foundation Trust may arrange, in accordance with section 65Z5 of the 2006 Act, for the joint exercise of functions with any one or more of the following bodies:

64.1.1              a relevant body.

64.1.2              a local authority (within the meaning of section 2B).

64.1.3              a combined authority.

64.2     Where the Trust has entered into arrangements for the joint exercise of functions with one or more bodies in accordance with paragraph 13.1, it may make arrangements for

64.2.1  the function to be exercised by a joint committee of theirs; or

64.2.2  for one or more of them, or a joint committee of them, to establish and maintain a pooled fund.

64.3     The Trust must have regard to any guidance published by NHS England under section 65Z7.

64.4     In this paragraph 65, the following terms have the following meanings:

64.4.1  ‘Relevant body’ has the meaning set out in section 65Z5(2) of the 2006 Act.

64.4.2  ‘Local authority’ means a local authority within the meaning of section 2B of the 2006 Act.

64.4.3  ‘Combined authority’ has the meaning set out in s275 of the 2006 Act; and

64.4.4  ‘Pooled fund’ has the meaning set out in s65Z6(3) of the 2006.

65.1     The Foundation Trust must seek to achieve financial objectives that apply to it under section 223L of the 2006 Act.

65.2     The Foundation Trust must exercise its functions with a view to ensuring that it complies with its duties:

66.2.1  Under section 223LA of the 2006 Act to limit expenditure.

66.2.2  under section 223M and section 223N of the 2006 Act to limit local capital resource use and local revenue resource use.

Panel Investigation Procedure for Governors

1.         PANEL

1.1       A panel consisting of the Chair, the Lead Governor and an Appointed Governor (“the Panel”) shall be convened to carry out enquiries to investigate whether there are grounds to remove an existing Governor from the Council of Governors, and to recommend to the Council of Governors what action should be taken.

1.2       Where the matter concerns the Lead Governor, that individual shall be excluded from the Panel and will be substituted by a second Governor.

1.3       The Panel may at any time determine that it is in the best interests of the Foundation Trust for the Governor concerned to be suspended from the Council of Governors pending the outcome of the Panel’s deliberations. Suspension is a neutral act and is not a presumption of guilt nor an indication of the Panel’s eventual recommendation. Suspension shall not be applied automatically and will be considered on a case-by-case basis. The suspension of a Governor shall be reviewed by the Chair after a period of fourteen (14) calendar days, and every seven (7) calendar days thereafter until such a time as the matter has been determined.

1.4       The Panel may investigate the matter itself, or appoint a suitably experienced investigating officer (who may be external to the Foundation Trust) to investigate the matter and to prepare a report for the Panel.

1.5       The Governor concerned shall be invited to make written or oral representations to the Panel or to the investigating officer (or to be accompanied at his or her own cost) in respect of the matter, and such representations must be provided within a period of twenty-eight (28) days from the date of the invitation. Any representations received shall be considered by the Panel or the investigating officer as applicable.

2.         DECISION BY THE PANEL

2.1       Subject to paragraph 3 below, the Panel shall make a decision on the Governor’s disqualification from the Council of Governors as soon as reasonably practicable and shall give notice in writing of that decision to the Governor concerned within seven (7) days of the decision being made. The decision shall be based on a majority vote.

2.2       If the Governor concerned disputes the decision made by the Panel, the decision will be referred to an arbitrator, following which the procedure set out in paragraph 64 of the Constitution (Dispute Resolution Procedures) shall apply.

3.         RECOMMENDATION BY THE PANEL TO THE COUNCIL OF GOVERNORS

3.1       Where the matter concerns allegations that:

3.1.1    the relevant Governor has committed a material breach of the Foundation Trust’s code of conduct; or

3.1.2    the relevant Governor has acted in a manner detrimental to the interests of the Foundation Trust; or

3.1.3    it is not in the best interests of the Foundation Trust for the relevant Governor to continue as a Governor.

as set out in paragraph 26 of the Constitution, the Panel will make a recommendation to the Council of Governors rather than come to a decision itself.  The Panel’s recommendation shall be based on a majority vote, and may include a recommendation to the Council of Governors to terminate the tenure of office of the Governor concerned.

3.2       The Council of Governors will consider the Panel’s recommendation in private session at its next scheduled Council meeting. Where the Panel considers it appropriate for the Council of Governors to consider the recommendation earlier than the next scheduled Council meeting, the Panel may request the Secretary to convene an extraordinary Council meeting on at least seven (7) days’ notice. The Council of Governors will receive representations from the Panel and from the Governor concerned. If the Governor concerned fails to attend the Council meeting without due cause, the Council meeting may proceed in their absence.

3.3       The decision of the Council of Governors will be confirmed in writing, including the reasons for the decision, to the Governor concerned by the Secretary within seven (7) days of the date of the Council meeting.

3.4       If the Governor concerned disputes the decision made by the Council of Governors, they may apply in writing to the Council of Governors within seven (7) days of the date of the written confirmation referred to in paragraph 3.3 above for the decision of the Council of Governors to be referred to an arbitrator, following which the procedure set out in paragraph 23 of the Constitution (Dispute Resolution Procedures) shall ap

NB – the link will be updated.

*        Gross assets is the total of fixed assets and current assets

**       Gross capital equals the market value of the target’s shares and debt securities, plus the excess of current liabilities over current assets

***     Total capital of the Foundation Trust equals taxpayers’ equity

The areas comprising the Public Constituency are as follows: -

Blackpool Constituency – 21 sub-catchment areas.

Fylde Constituency – 21 sub-catchment areas.

Northwest Counties Constituency – 777 sub-catchment areas.

Wyre Constituency – 26 sub-catchment areas.

Further details are provided on the website.