Membership
The Professional Association of Clinical Coders UK is a Company limited by guarantee.
What is a company Limited by Guarantee?
A company limited by guarantee is a private company in which the liability of the members is limited. The limit is set out in the Memorandum of Association, and applies when a company does not have sufficient funds to pay its creditors. The level of liability for members of the Association is a nominal £1.00. This is collected from the initial subscription. The Association does not have shares.
If the company makes a profit this will be retained to help pay for the company's activities in the following years. If the company is wound up you will not receive any money from the company because its constitution requires that it should be paid to another similar organisation or to a charity. You will not be entitled to receive any dividend or other income from the company.
Where is the constitution?
The constitution of the company is contained in the Memorandum and Articles of Association. These are two separate documents. The Memorandum governs the relationship between the Association and the outside world in terms of the Associations purpose, powers, ability to distribute its capital and income and any consequences from its winding up. The Articles of Association govern the detail of the relationship between the members, the board of directors (procedures for calling meetings and electing the board) and the outside world. The contents of the Memorandum are governed by the Requirements of the Company's act 1985.
You will not be liable for any debts of the company by becoming a member. You will not be liable if someone brings a legal case against the company. This is because like most other companies it is a limited company, which means your liability, as a member is limited. If the company is wound up (which may happen, for example, if it cannot pay its debts) then you will have to pay no more than £1.00 to the company. This is the amount that you 'guarantee' or promise to pay to the company by becoming a member, as set out in the memorandum. (This is collected automatically as part of your subscription). In addition, if you have paid a subscription to the company there may not be enough funds left to return to you any of that subscription, even if the winding up happens part way through a membership year.
Meetings and Votes
The articles contain detailed provisions relating to the conduct of meetings of the company. A full member of a company will have one vote unless the articles make some other provision.
Subscriptions.
The term membership fee and subscription are not legal terms. However, it is usual to use the word subscription to refer to annual fees. Because this is a 'professional' association, any application for admission is subject to acceptance by the board (who represent the company) and incorporates an agreement by the member to be bound by the memorandum of association.
Ethnic Monitoring
The Assocation operates a policy of equal opportunity for any employment, advancement and access. To assist the monitoring of this policy, and for that purpose only, we ask applicants to provide details of their ethnic origin on their applications for admission to the Association. We are advised by the Equal Opportunities Commission to collect information in line with the National Census.
Experience and Qualifications
To better understand the skills mix within the Association, the Association collects information regarding experience and qualifications upon application for Admission to the Association. This information is used to support and inform the appropriate delivery of benefits to members and to enable the Association to accurately represent the knowledge and skills of coders who are members of the Association.
Reinstatement of Membership
Members whose membership has lapsed can rejoin the Association at any time on completion and submission of the standard application form with the appropriate documents and fee.
Who are the members of the Association Board?
The board comprises both representative leaders in the field of Clinical Coding and specialists in business and human resource management.
Who are the members of the Association Council?
The council comprises clinical coding representatives and specialists in specific areas of health informatics that are related to clinical coding such as casemix. The council also represents both the NHS and commercial sectors.
How are they elected?
Association members with voting rights (Full members) will elect the Council. The details of the election process are being worked out. The current council was invited by the board and is the inaugural council. The current inaugural council members were invited so as to provide the Association with as wide a representation and diversity of expertise appropriate to set up the Association.