The Constitution


Constitution adopted on the 6th day of  March 2013

  1. 1NAME

The name of the Association is The EpilepSy Nurses Association, abbreviated to “ESNA” (the “Association”).


Subject to the matters set out below the Association and its property shall be administered and managed in accordance with this constitution by an executive committee constituted by clause 6 of this constitution (the “Executive Committee”).


    1. 3.1The objectives of the Association are to:

      1. 3.1.1endeavour, through best nursing practice, to provide support, information and advice to any health care professional caring for those with epilepsy;

      2. 3.1.2promote nursing research and development in order to improve care for those with epilepsy; and

      3. 3.1.3promote an “ordinary life” for people with epilepsy.

  1. 4POWERS

    1. 4.1The Executive Committee may exercise the following powers in pursuance of the objectives set out in clause 3:

      1. 4.1.1promote nursing research and development to improve services for those with epilepsy;

      2. 4.1.2assist in the development of any local or national epilepsy guidelines;

      3. 4.1.3raise funds and to invite and receive contributions PROVIDED THAT in raising funds the Association shall not undertake any substantial permanent trading activities and shall conform to any requirements of law;

      4. 4.1.4rent, acquire or sell any property or other asset necessary for the achievement of the object and to maintain and equip such property or other asset for use;

      5. 4.1.5employ such persons (who shall not be members of the Executive Committee) as are necessary for the furtherance of the objectives set out in clause 3.

      6. 4.1.6operate with charities, voluntary bodies and statutory authorities in furtherance of the objectives set out in clause 3 or of similar professional purposes and exchange information and advice from them;

      7. 4.1.7establish or support any charitable trusts, associations or institutions formed for all or any of the objects set out in clause 3;

      8. 4.1.8constitute such advisory committees as the Executive Committee may consider fit; and

      9. 4.1.9do all such other lawful things that are necessary or (in the view of the Executive Committee) ancillary to the achievement of those objectives set out in clause 3.


    1. 5.1The categories of membership of the Association are:

      1. 5.1.1Core membershipopen to any registered health professional or professional allied to health in the United Kingdom and overseas. Annual membership fee payable;

      2. 5.1.2Honorary membership – given to nurses honoured by the Association for their work within the field of epilepsy and conferred at the discretion of the Executive Committee. No membership fee

    1. 5.2Voting – each member shall have one vote.

    2. 5.3Proxy and postal voting – is available to all members with the right to vote.

    3. 5.4Termination of membership – The Executive Committee may unanimously and for good reason terminate the membership of any individual, provided that the member concerned shall have the right to be heard in accordance with the principles of natural justice, by an independent committee.  Any such committee shall be made up of 3 persons, no more than 1 of which may sit on the Executive Committee. Reasons for termination of membership include; non payment of membership fee, professional misconduct, bringing the Association into disrepute.  


    1. 6.1The Executive Committee shall consist of no more than 10 officers, as set out in Schedule 1 of this constitution (of which at least eighty percent must be nurses, and members of ESNA) as elected by the Association’s membership.

  1. (a)Every 1 year, at the ESNA AGM, 1 officer post will be up for re-election.  If an officer is re-elected, the term of office starts afresh.

  2. (b)i) Either 1 officer wises to resign or ii) The longest serving officer will be up for re-election.

  3. (c)Two months prior to the AGM nominations to join the committee will be invited to apply.

  4. (d)Nominees will be elected to the committee on membership vote.  

  5. (e)Once elected specific roles will be assigned by the committee.

  6. (f)If the Chair or Treasurer wish to resign they must give 6 months notice of resignation.

  7. (g)No Committee member may become Chair/Treasurer unless they have at least 2 years experience in another position on the Committee.

  8. (h)Chair has the casting vote in the situation of a split vote.

    1. 6.2All serving officers of the Executive Committee shall have a designated post of office, (defined in the appropriate office description accompanying the post).

    2. 6.3The Executive Committee offices are:

  1. (a)Chair;

  2. (b)Vice-Chair / Locality group co-ordinator;

  3. (c)Secretary;

  4. (d)Assistant secretary;

  5. (e)Membership secretary;

  6. (f)Treasurer;

  7. (g)Vice treasurer;

  8. (h)Resource and information officer;

  9. (i)Magazine editor; and

  10. (j)Research and Development officer

    1. 6.4Terms of Office

      1. 6.4.1The term of office for any role of the Executive Committee to be no longer than the period of 10 years. Executive Committee members may be re-elected to the same office.

      2. 6.4.2Notice of any retirement will be sent to members along with election nomination forms 2 months prior to the annual general meeting.

      3. 6.4.3The Executive Committee may appoint a member to fill a temporary vacancy if such vacancy occurs within 6 months of the AGM; such appointee shall stand for re-election at the next annual general meeting.

      4. 6.4.4Members of the Executive Committee shall not receive any fee save for out-of-pocket expenses incurred following presentation of receipts.

      5. 6.4.5Members of the executive committee will notify the committee before any such expenses are incurred.

    1. 6.5Proceedings of the Executive Committee

      1. 6.5.1All officers present in the United Kingdom and Ireland must receive reasonable notice in accordance with clause 6.7.3 of a meeting of the Executive Committee.

      2. 6.5.2A quorum of a meeting of the Executive Committee shall be four members.

      3. 6.5.3The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number, by any failure to appoint or any defect in the appointment or qualification of a member.

    1. 6.6Determination of the Membership of the Executive Committee

      1. 6.6.1A member of the Executive Committee shall cease to hold office if:

  1. (a)He becomes incapable by reason of mental disorder, illness or injury, of managing and administering his affairs;

  2. (b)His functional role within the Executive Committee is not being executed appropriately;

  3. (c)He is absent from 3 consecutive meetings without apologies to the Executive Committee, and the Executive Committee resolve that his office be vacated; or

  4. (d)He notifies the Executive Committee in writing of a wish to resign.

    1. 6.7Meetings

      1. 6.7.1Executive meetings are held not less than four times per year.  One of these is the annual general meeting that usually takes place in the spring.

      2. 6.7.2The secretary or other person acting as secretary shall keep a full record of proceedings at every meeting.

      3. 6.7.3A special meeting may be called at any time by the chairperson or by any two members of the Executive Committee upon not less than 14 days notice being given to the other members of the Executive Committee regarding the matters to be discussed.  

      4. 6.7.4The chairperson shall act as chair at meetings of the Executive Committee.  If the chairperson is absent from any meetings, the vice-chairperson will assume this role.  If the vice-chairperson is also absent, the members of the Executive Committee present shall choose one of their number to be chairperson for the duration of the meeting.  This needs to be decided before any business is transacted.

      5. 6.7.5Every matter that requires a decision will be determined by a majority of votes cast by the members of the Executive Committee present.  If a deciding vote is necessary, the chairperson shall have a second or casting vote.

      6. 6.7.6The Executive Committee may, as the Association’s needs dictate, alter the rules for the conduct of their business, but no rule may be made which is inconsistent with this constitution.

      7. 6.7.7The Executive Committee may appoint sub-committees or working parties to investigate or perform a function or duty, which in the opinion of the Executive Committee is necessary for the Association to develop or adopt a change of policy.  The sub-committee or working party must proceed and act in accordance with other meetings, recording and reporting all meetings and activities promptly to the Executive Committee.


    1. 7.1There shall be an annual general meeting of the Association held within 12-15 months of the previous annual general meeting.

    2. 7.2The Executive Committee shall call every annual general meeting.  The secretary shall give at least 3 months’ notice of the meeting to all members of the Association.  All the members of the Association are entitled to attend the meeting.  All members shall be entitled to vote at the meeting.

    3. 7.3The Executive Committee shall present the report and accounts of the preceding year at each annual general meeting.

    4. 7.4Members can nominate a person to have a proxy vote on their behalf, but the secretary must receive notification in writing 2 days before the meeting, including the name of the person nominated.

    5. 7.5For an agenda motion to be carried, it needs a simple majority of votes to be cast in favour.


The Executive Committee shall call an extraordinary general meeting, within seven days of written demand by fifteen percent of the members.  At least 21 written days’ notice of such meeting must be given to all members.  The notice must state the business to be discussed and only this business shall be dealt with at the special meeting.


    1. 9.1Locality sub-groups may be formed from within the membership as the need arises for local networking and support and report back to the Executive Committee through the locality group co-ordinator.

    2. 9.2Locality sub-groups must abide by the rules and objectives of the constitution.


    1. 10.1Minutes of the last annual general meeting and extraordinary general meeting shall be circulated to the members along with forms inviting proposals for the agenda, at least six weeks before the next annual general meeting. Any proposals for the agenda must be received 2 weeks prior to the AGM.

    2. 10.2Minutes of Executive Committee meetings will be issued to all localities group chairs within six weeks of the Executive Committee meetings.  Members who are not involved in locality groups can access Minutes via the Association’s website.

  1. 11FINANCE

    1. 11.1The annual Membership Fee shall be approved by the Association members at the annual general meeting.

    2. 11.2Non-payment of membership fees for 2 consecutive years will result in a person ceasing to be a member of the Association.

    3. 11.3Use of the Association’s name for promotional materials, study days, bank accounts and publications must be approved by the Executive Committee.


The Executive Committee shall prepare an annual report for presentation at the annual general meeting.

  1. 13NOTICES

Any notices required to be served on any member of the Association shall be in writing and shall be served by the secretary either personally or by sending it through the post, addressed to such member at his or her last known address.  Any letter so sent, shall be deemed to have been received within three working days of proof of posting.


Subject to the provisions of this constitution, this constitution may be altered by a resolution passed by not less than two thirds of the members voting at an annual general meeting validly convened in accordance with Clause 7.  The notice of the annual general meeting must include notice of the resolution, setting out the terms of the alteration proposed.


    1. 15.1If the Executive Committee is of a view that it is necessary or advisable to dissolve the Association, it shall call an extraordinary general meeting of all members of the Association, of which not less than 21 days notice shall be given.  If the proposal is confirmed by a two thirds majority of the members entitled to vote, the Executive Committee should realise any assets held by or on behalf of the Association at the best available market value.

    2. 15.2Any assets remaining, after the satisfaction of all liabilities shall be distributed to such bodies having objects similar to the objects of the Association as the Executive Committee shall deem (or as the members of the Association may determine) appropriate or, failing that applied for charitable purpose.





To provide leadership and facilitation of ESNA and Executive Committee in maintaining momentum or projects initiated within ESNA.

Vice-chair /Locality Group Co-ordinator

To assist chair with the above and act as substitute in his or her absence.


To maintain general organisation within ESNA, being specifically responsible for providing leadership for the assistant secretary and membership secretary and for the dissemination of information to members.

Assistant Secretary

To assist the secretary with the above duties and substitute in his or her absence.

Membership Secretary

To develop and maintain an accurate and up to date database of membership, manage membership renewal and provide member details to other members as required.


To maintain the accounts of the Association and to provide an annual report.

Vice treasurer

To assist the Treasurer.

Resource and Information Officer

To facilitate the development of resource and information packs, literature including maintaining a website and be responsible for maintaining the relevance and accuracy of resources and information, disseminating as required such information to members.  The Officer will be required to work collaboratively with the Research and Development Officer.

Magazine Editor

Responsible for the production of ESNA News and oversee distribution of same.

Research and Development Officer

Responsible for co-ordinating and facilitating and “relevant” nursing Research and Development within the field of Epilepsy.