Corporate Governance

Articles of Association

The Memorandum and Articles of Association together form the Constitution of Play Therapy UK (PTUK). The Memorandum contains mainly the objects of the Society (section 3), the share capital and not for profit statements (sections 4, 7 and 8). These Articles contains material governing the organisation and procedures of the Society. The Standing Orders are the Society’s regulations.

THE COMPANIES ACTS 1985 TO 1989 COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION

of Play Therapy (UK) – The United Kingdom Society for Play and Creative Arts Therapies Limited

(As drafted to be adopted by Special Resolution in August 2004)

1. Interpretation In these Articles:

  • the Company means the Society.
  • the Act means the Companies Act, 1985.
  • the Seal means the common seal of the Society.
  • Secretary means any person appointed to perform the duties of the Secretary of the Society.
  • the United Kingdom means Great Britain and Northern Ireland.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Society.

Preliminary

The regulations constituting Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (Table A) shall apply to the Society except in so far as they are excluded or varied by these Articles.

Expressions defined in Regulation 1 of Table A shall where the context admits bear in these Articles the meanings so defined.

2. Share capital

a. The shares of the Society for the time being unissued, whether forming part of its original capital or not, shall be at the disposal of the directors, who may at their discretion for a period of seven years from the date of the incorporation of the Society and afterwards with the previous sanction of an ordinary resolution (in accordance with Section 80 of the Act), allot, grant options over or otherwise dispose of them to such persons, at such times and on such terms as they shall think proper, but so that the nominal amount of the issued equity share capital shall not exceed the authorised share capital of the Society.

b. The directors may allot shares notwithstanding that the authority under Regulation 2 (a) has expired if they are allotted in pursuance of an offer or agreement made by the Society before the authority expired.

c. The provisions of Section 89 (1) and Section 90 (1) to (6) of the Act shall not apply to the Society, in accordance with the exemption provided by Section 91 (1) of the Act.

d. Subject to the provisions of the Act, shares may with the sanction of an ordinary resolution be issued which are to be redeemed or are liable to be redeemed at the option of the Society or the holder on such terms and in such manner as the Society may by special resolution determine, provided that no redeemable shares may be issued if at the time there are no issued shares of the Society which are not redeemable.

e. Subject to the provisions of the Act, the Society may purchase its own shares.

f. Share certificates shall not be required to bear the impression of the Society seal, and Regulation 6 of Table A shall be amended accordingly.

g. The income and property of the Society whencesoever derived shall be applied solely towards the promotion of the objects of the Society as set forth in the Memorandum of Society.

3. Lien and forfeiture

a. The lien conferred by Regulation 8 of Table A shall attach to fully paid as well as to partly paid shares, and to all shares registered in the name (whether as sole or joint holder) of any person indebted or under liability to the society. The directors may declare any shares to be wholly or partially exempt from the provisions of this regulation or Regulation 8 of Table A.

b. In Regulation 8 of Table A there shall be substituted for the words “any amount payable in respect of” the words “all distributions and other monies or property attributable to” and the same words shall be substituted in Regulation 19 for the words “all dividends or other monies payable in respect of the forfeited shares”.

4. Transfer of shares

The directors may in their absolute discretion and without giving any reason decline to register any transfer of shares.

5. Proceedings at general meetings

Every notice convening a General Meeting shall state that a member entitled to attend and vote thereat may appoint a proxy.

In Regulation 54 of Table A there shall be inserted after the second occurrence of the words “every member” the words “present in person or by proxy”.

In Regulation 62 of Table A there shall be substituted for the first occurrence of the words “not less than 48 hours before” the words “at any time before”.

6. Appointment and retirement of directors

a. Regulations 73 to 78 inclusive and the second sentence of Regulation 79 of Table A shall not apply to the Society.

b. The Society may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director.

7. Proceedings of directors

a. Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to a maximum but shall not be less than two. The first directors of the Society shall be the persons named in the statement delivered under Section 10 of the Act.

b. A director who is interested in any transaction or arrangement either with the Society or in which the Society is interested shall be entitled to vote on any such transaction or arrangement at a meeting of the board of directors of the Society providing that he has complied with the disclosure requirements provided by Regulations 85 and 86 of Table A.

c. In Regulation 87 there shall be inserted after the first occurrence of the words “The directors” the words “on behalf of the Society”.

d. In Regulation 89 of Table A there shall be substituted for the word “two” the word “one”.

8. The Society is established for the objects expressed in the Memorandum of Association.

Members

9. The number of members with which the Society proposes to be registered is unlimited.

10. Membership of the Society shall be divided into two main categories, namely shareholding members, and practitioner membership. A practitioner member is required to be a practitioner of, or have an active interest in the practice of the therapies defined in the Memorandum of Association. Shareholding members are not required to practice any of the therapies. Practitioner members have the option of applying to become shareholding members.

11. Each category of membership of the Society may have classes and sub-classes as laid down from time to time in the regulations made under Article 84 below.

12. Applications for membership of either category shall be made to the Secretary of the Society in writing and in such form and containing such information as the Board of Directors may from time to time prescribe. The Society may, before any decision on any application is made, require any additional information.

13. The Board of Directors or Advisory Board, any sub-committee or working group set up for the purpose may decline any application made to the Society for membership. Any decision so made shall be final and no reasons shall be required to be appended to that decision.

14. Every member of the Society shall be bound to further, to the best of their ability, the objects of the Society and shall observe all regulations laid out herein and any regulations made under Article 84.

15. A practitioner member of the Society shall cease to be a member unless the Board of Directors determines otherwise:

a. if the application on the basis of which practitioner membership was granted contained or referred to information which was false or misleading provided that due notice is given and the said member be given an opportunity to make representations to a meeting convened for that purpose

b. if such practitioner member resigns by giving notice in writing of resignation

c. if the practitioner member becomes of unsound mind

d. if the practitioner member is excluded from membership under Article 16 below

e. if the practitioner member otherwise cease to qualify for membership under the Articles

Provided always that any practitioner member who ceases to be a member shall remain subject to any liability imposed on them by the Memorandum and Articles of the Society or any regulations made under these Articles.

16. Any practitioner member of the Society may be excluded from membership of the Society by a resolution of the Board of Directors acting upon the recommendation of the Advisory Board or a sub-committee of the Board of Directors whose function is to consider the conduct of such members in accordance with the regulations made under these Articles for the time being in force provided that due notice is given and the said member be given an opportunity to make representations to a meeting convened for that purpose.

General Meetings

17.1 A general meeting of the Society shall be held once in every calendar year as its Annual General Meeting, at such time and place as may be determined by the Board of Directors provided that every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding such meeting.

17.2 The above General Meetings of the Society shall be called Annual General Meetings. All other General Meetings shall be called Extraordinary General Meetings.

17.3 The Board of Directors may call an Extraordinary General Meeting whenever it thinks fit and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists as provided by the Act.

Notice of General Meetings

18. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by at least twenty-one days’ notice in writing. Other meetings shall be called by at least fourteen days’ notice in writing. The notice shall specify the place, the day, and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Society in General Meeting, to such persons as are, under the Articles of the Society, entitled to receive such notices from the Society.

19. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Proceedings at General Meetings

20. All business shall be deemed special that is transacted at an Extraordinary General Meeting and all that is transacted at an Annual General Meeting shall also be deemed special, with the following exceptions:

a. the consideration of the accounts and balance sheet

b. the consideration of the reports of the Board of Directors

c. the declaration of the results of elections held pursuant to Article 33

d. the appointment of and the fixing of the remuneration of the Auditors

21. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business: members present in person or by proxy entitled to cast one hundred votes between them shall be a quorum. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall be adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board of Directors may determine.

22. The Chief Executive of the Society shall chair every General Meeting of the Society, or if s/he shall not be present any member of the Board of Directors present who has been proposed and seconded by voting members shall chair the meeting.

23. The Chair of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

24. At any General Meeting a resolution put to the vote of the meeting shall be decided by the votes of shareholding members on the basis of one vote per share held.

25. The voting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

a. by the Chair of the meeting

b. by at least three members present in person and entitled to vote

c. by any member or members present in person and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.

Unless a poll is so demanded, a declaration by the Chair that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of proceedings of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

26. If a poll be demanded in the manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chair of the meeting shall direct. Every voting member present in person or by proxy shall be entitled to vote. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

27. In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the meeting shall be entitled to a further or casting vote.

28. A poll demanded on the election of a Chair, or on a question of adjournment, shall be taken immediately.

29. Subject to the provisions of the Act, a resolution in writing signed by all the members entitled to receive notice of and to attend and vote at General Meetings (or being organisations by their duly authorised representatives) shall be as valid and effective as if it had been passed at a General Meeting of the Society duly convened and held. Any such resolution in writing may consist of two or more documents in like form each signed by one or more members.

Votes for Members

30. Every shareholding member shall have one vote per paid up share. Votes may be cast in person or by post or by proxy as the Board of Directors in its sole discretion shall determine. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

31. No shareholding member shall be entitled to attend or vote at any General Meeting unless all monies presently payable by her/him to the Society have been paid.

32. A shareholding member entitled to vote may appoint any other member who is qualified to vote as her/his proxy.

33. An instrument appointing a proxy shall be in such form as the Board of Directors shall from time to time approve.   Organisations Acting by Representatives at Meetings

34. Any organisation which is a shareholding member of the Society may by resolution of its Board of Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Society, and the person so authorised shall be entitled to exercise the same powers on behalf of the organisation which s/he represents as that organisation could exercise if it were an individual member of the Society.

Board of Directors

35. There shall be a Board of Directors consisting of the Chief Executive together with not less than one or more than seven other members.

36. The Board of Directors shall be remunerated for the time spent on the Society’s business and paid all reasonable expenses properly incurred by them in attending and returning from Board of Directors meetings or General Meetings of the Society or in connection with the business of the Society.

Borrowing Powers

37. The Board of Directors may exercise all the powers of the Society to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Society or of any third party.

Powers and Duties of the Board of Directors

38. The business of the Society shall be managed by the Board of Directors which may pay all expenses incurred in the formation of the Society, and may exercise all such powers of the Society as are not required to be exercised by the Society in General Meeting. Any such requirement may be imposed either by the Act or by these Articles or by any regulation made by the Society in General Meeting; but no such regulation shall invalidate any prior act of the Board of Directors which would have been valid if that regulation had not been made.

39. All cheques and other negotiable instruments, and all receipts for monies paid to the Society, shall be signed draw accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board of Directors shall from time to time determine.

40. The Board of Directors shall cause minutes to be made:

a. of the names of the Board of Directors members present at each Board of Directors meeting

b. of all resolutions and proceedings at all meetings of the Society, and of the Board of Directors

Disqualification of Board of Directors Members

41. The office of Board of Directors member shall be vacated if the member:

a. becomes bankrupt or makes any arrangement or composition with her/his creditors generally

b. becomes prohibited from being a Board of Directors member by reason of any order made under Section 295 of the Act or by virtue of Section 72 of the Charities Act 1993

c. becomes incapable by reason of mental disorder, illness or injury of managing and administering her/his property and affairs

d. resigns her/his office by written notice to the Society

e. is directly or indirectly interested in any contract with the Society and fails to declare the nature of her/his interest as required by Section 317 of the Act

Election of Board of Directors Members

42. Members elected to the Board of Directors shall hold office from the close of the Annual General Meeting at which her/his election was declared to the close of the fifth Annual General Meeting thereafter (or such shorter period as the Board of Directors may prescribe to secure rotation).

43. The regulations enacted under these Articles shall prescribe all matters relating to the election of elected members, the procedure for conducting the elections and for the resolution of doubts or difficulty by the Chief Executive or some other member nominated by her/him to have a casting vote in the event of a tie.

44. The Society may from time to time by ordinary resolution increase or reduce the number of Board of Directors members.

45. Subject to provisions of any regulations made under Article 84 below, the Board of Directors shall have power at any time to appoint any person to be a Board of Directors member, either to fill a casual vacancy or as an addition to the existing members but so that the total number of Board of Directors members shall not at any time exceed any maximum number fixed in accordance with these Articles. Any Board of Directors member so appointed shall hold office only until the next following Annual General Meeting, and shall then be eligible for re-election.

46. The Board of Directors may at any time and from time to time by resolution appoint any person whether or not a member of the Society to be Patron of the Society and may determine the period for which s/he shall hold office.

47. There shall be a Chief Executive elected for a period of five years at the Annual General Meeting. The Chief Executive shall Chair all General Meetings of the Society and all meetings of the Board of Directors. The Chair shall be entitled to attend any meeting of the Advisory Board, of all sub-committees and boards of the Society howsoever they may be constituted. The Chair shall be entitled to delegate to any one or more members of the Board of Directors any or all of her/his powers and duties for such period and subject to such conditions and generally as s/he shall think fit.

48. The Society may by ordinary resolution, of which special notice has been given in accordance with Section 303 of the Act, remove any Board of Directors member before the expiration of her/his period of office notwithstanding anything in these Articles or in any agreement between the Society and such member. The Society may by ordinary resolution appoint another person in place of a Board of Directors member removed under this Article.

49. The Board of Directors may resolve that a Board of Directors member should be removed if s/he is absent without permission from three successive meetings provided that due notice is given and the said Board of Directors member be given an opportunity to make representations to a meeting convened by the Board of Directors for that purpose.

50. The Board of Directors may resolve that a Board of Directors member be removed from office for good cause provided that a majority vote of members present and voting is achieved and provided that due notice is given and the said Board of Directors member be given an opportunity to make representations to a meeting convened by the Board of Directors for that purpose.

Proceedings of the Board of Directors

51. The Board of Directors shall meet together at least twice yearly for the dispatch of business and may adjourn, and otherwise regulate its meetings, as it thinks fit. Questions arising at any meeting shall be decided by a majority of votes of Board of Directors members present and voting. In the case of an equality of votes the Chair shall have a second or casting vote. A Board of Directors member may, and the Secretary on the request of a Board of Directors member shall, at any time summon a Board of Directors meeting. It shall not be necessary to give notice of a Board of Directors meeting to any member for the time being absent from the United Kingdom.

52. Subject to any provision in the regulations enacted under these Articles, the Board of Directors shall regulate its own proceedings and shall prescribe its own quorum.

53. The Board of Directors may act notwithstanding any vacancy in its body, but, if and so long as its number is reduced below the number fixed by or pursuant to the Articles of the Society as the necessary quorum of members, for the purpose of increasing the number of members to that number or of summoning a General Meeting of the Society, but for no other purpose.

54. The Board of Directors may appoint on such terms as it thinks fit such sub-committees and boards as it thinks fit.

55. Any sub-committee or board appointed by the Board of Directors may be composed of members of the Board of Directors or members of the Board of Directors and other persons (whether or not members) or of other persons (whether or not members).

56. All acts done by any meeting of the Board of Directors or of a sub-committee, or by any person acting as a Board of Directors member, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Board of Directors member.

57. A resolution in writing, signed by all the Board of Directors members entitled to receive notice of a Board of Directors meeting, shall be as valid and effectual as if it had been passed at a Board of Directors meeting duly convened and held, and may consist of several documents in like form each signed by one or more Board of Directors members.

58. Subject to Section 283 of the Act the Secretary shall be appointed by the Board of Directors for such term at such remuneration and upon such conditions as the Board of Directors may think fit; and any Secretary so appointed may be removed by it: provided always that no Board of Directors member may occupy the salaried position of Secretary.

59. The Board of Directors will at each meeting receive and consider any recommendations made by the Advisory Board concerning changes in policies, appointments, financial matters, procedures or other matters relevant to the objects of the Society. The Board of Directors will either:

a. accept the recommendations and effect the necessary changes, passing a resolution if any changes in the memorandum of association, articles of association or regulations are required

b. refer the matter back to the Advisory Board for more information or work upon the proposal

c. reject the proposal giving the Advisory Board reasons for this decision

The Advisory Board

Composition of the Advisory Board

60. There shall be an Advisory Board of consisting of the Chief Executive of the Society, as Chair, together with not less than one or more than seven practitioner members.

61. The Advisory Board may be paid all reasonable expenses properly incurred by them in attending and returning from the Advisory Board meetings.

Responsibilities of the Advisory Board

62. The Advisory Board is responsible for advising the Board of Directors upon any changes in policies, appointments, financial matters, procedures or other matters that are considered by practitioner members to be desirable or required to further the objects of the Society.

63. The Advisory Board will use an informal consultation process to receive suggestions or proposals, in writing, from practitioner members; assess the impact of such proposals against the Society’s existing policies, priorities and resources and either make a recommendation to the Board of Directors or reject the proposal giving reasons why to the originator.

64. The Advisory Board shall cause minutes to be made:

a. of the names of the members present at each Advisory Board meeting

b. of all suggestions or proposals received, recommendations and proceedings at all meetings of the Advisory Board

Appointment of Advisory Board Members

65. Members will be appointed to the Advisory Board by the Board of Directors who will take into account the experience and skills of any practitioner member that wishes to serve on the Board.

66. Membership of the Advisory Board may be for any mutually agreed period of time.

67. The Board of Directors may from time to time by ordinary resolution increase or reduce the number of Advisory Board members.

68. The Advisory Board may remove, by majority votes any one of its members and recommend to the Board of Directors the appointment of another person in place of the member removed under this Article.

Proceedings of the Advisory Board

69. The Advisory Board shall meet together at least once a year for the dispatch of business and may adjourn, and otherwise regulate its meetings, as it thinks fit. Questions arising at any meeting shall be decided by a majority of votes of the members of the Advisory Board that are present. In the case of an equality of votes the Chair shall have a second or casting vote. An Advisory Board member may at any reasonable time, and with four weeks notice summon an Advisory Board meeting which may be held through telephone or e-mail conferencing as well as in person.

70. Subject to any provision in the regulations enacted under these Articles, the Advisory Board of Directors shall regulate its own proceedings and shall prescribe its own quorum.

71. The Advisory Board will at each meeting prepare written recommendations, where required for the consideration of the Board of Directors.

The Seal

72. The Board of Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Board of Directors or of a sub-committee authorised by the Board of Directors in that behalf and every instrument to which the seal shall be affixed shall be signed by a Board of Directors member and shall be countersigned by the Secretary or by a second Board of Directors member or by some other person appointed by the Board of Directors for the purpose.

Accounts

73. The accounting records shall be kept at the registered office of the Society or, subject to Section 227 of the Act, at such other place or places as the Board of Directors thinks fit, and shall always be open to the inspection of the Officers of the Society.

74. The Board of Directors must comply with the requirements of the Act as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies of annual reports, annual returns and annual statements of account.

75. The Board of Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Society or any of them shall be open to the inspection of shareholding or practitioner members not being Board of Directors members, and no member (not being Board of Directors member) shall have any right of inspecting any account or book or document of the Society except as conferred by statute or authorised by the Board of Directors or by the Society in General Meeting.

76. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Society in General Meeting, together with a copy of the Auditor’s report, and the Board of Directors’ report, shall not less than twenty-one days before the date of the meeting be sent to every shareholding member of, and every holder of debentures of, the Society. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Society is not aware or to more than one of the joint holders of any debentures.

Notices

77. A notice may be served by the Society to any member or other person either personally, by e-mail, fax or by post. If any such notice or other document is served by e-mail, fax or post it shall be sent to the last address of the member concerned which is recorded by her/him with the Society. It shall be deemed wherever that address may be to have been served on the third day following that on which it was posted or transmitted unless at the place of receipt that latter day is a Sunday or a public holiday in which case service shall be deemed to have occurred on the first day thereafter which is not one of such exceptional days.

78. Notice of every General Meeting shall be given in any manner herein before authorised to:

a. every shareholding member except those members who (having no registered address within the United Kingdom) have not supplied to the Society an address within the United Kingdom for the giving of notices to them

b. every person being a legal personal representative or a trustee in bankruptcy of a shareholding member where the member but for her/his death or bankruptcy would be entitled to receive notice of the meeting

c. the Auditor for the time being of the Society

d. each Board of Directors member

No other person shall be entitled to receive notices of General Meetings.

79. Any notice or other document, required by these Articles, the regulations enacted under these Articles, or any regulation thereunder, to be sent to any member may be a written or printed notice, and (save where provision to the contrary is made) may be sent to a member either separately or with or as part of a publication of the Society.

80. In these Articles or any regulations made hereunder the expression ‘notice’ includes a voting paper of any type.

Amendment

81. The provision of the Articles may, by special resolution in General Meeting, be added to, amended or revoked. Such amendment shall require the number voting in favour of the resolution to be not less than three quarters of the votes of the members present who were entitled to vote and voting.

82. Any amendment requires a resolution in writing duly proposed and seconded. A resolution must be received by the Secretary not less than twenty-eight clear days before the date proposed for the General Meeting. At least twenty-one clear days’ notice in writing of such meeting, together with a copy of the resolution or resolutions to be proposed, shall be sent by the Secretary to each shareholding member of the Society.

83. Clause 7 of the Memorandum of the Society relating to the winding up and dissolution of the Society shall have effect as if the provisions thereof were repeated in these Articles.

Regulations

84. The Board of Directors may from time to time make such regulations as it may deem necessary or convenient for the proper conduct and management of the Society and for the purposes of prescribing classes and conditions of membership, and in particular but without prejudice to the generality of the foregoing, it may thereby regulate:

i. the admission and classification of members of the Society, and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions or other fees or payments to be made by members

ii. the conduct of members of the Society in relation to one another, and to the Society’s employees

iii. the setting aside of the whole or any part or parts of the Society premises at any particular time or times for any particular purpose or purposes

iv. the procedure at General Meetings and meetings of the Board of Directors and sub-committees in so far as such procedure is not regulated by these Articles v. and, generally, all such matters are commonly the subject matter of Society regulations

85. The Society in General Meeting of shareholders shall have power to alter or repeal the regulations and to make additions to them and the Board of Directors shall adopt such means as it deems sufficient to bring to the notice of members of the Society all such regulations, which so long as they shall be in force, shall be binding on all members.

The Governance of PTUK is secured for the future and capable of absorbing the changes in personnel that are inevitable with the passage of time.  The Board of Directors, after consultation with the Advisory Board, also known as the PTUK Senior Management Team, and independent Legal Advisors, has developed a succession plan to ensure the smooth transition of PTUK’s governance that will ensure the uninterrupted functioning of the company for the benefit of all practitioners.”

PTUK’s Governance & Structure 

Play Therapy United Kingdom’s (PTUK) constitution reflects the principles of its founding members:

  • A wide range of therapeutic interventions using play or creative arts therapies can be used to benefit children and young people. A qualified practitioner will have taken the Integrative Holistic play therapy course which requires the use of a range of tools including: art, creative visualisations, clay, dance/movement, drama, masks, music, puppets and sand play. Practitioners, working in a variety of settings, including PTUK registrants, can use these interventions safely and effectively if supported by an appropriate professional infrastructure.
  • The infrastructure must include a modern ethical system that embodies clinical governance as well as the provision of ethical guidelines, a professional conduct procedure and a register of certified members.
  • PTUK must provide a lead and meet all of the obligations required of a profession.
  • The varied needs of the children and young people, their carers,commissioning organisations and users of the therapies, together with the skills, aspirations and resources of potential and existing practitioners, must be realistically accommodated in setting standards of competence and training. The emphasis must be on what a practitioner can do not merely what a practitioner knows.
  • The organisation structure must be sufficiently flexible to enable decisions to be taken efficiently and effectively to reflect the needs of the public and practicing members. This will enable innovation to take place and alter according to growth and changing needs. We feel that to be flexible and agile is an advantage over numerous committees or bureaucratic procedures that can hamper progress. We believe that the majority of members are content to be consulted on important issues but do not have the time to be closely involved in decision taking. PTUK believes that liberty is an even more important principle than democracy in corporate governance.
  • PTUK will work collaboratively with any organisation that aims to benefit children and young people .

The governing documents are the Memorandum and Articles of Association , since the term constitution is not a term which is generally used within the Companies Act 2006 and is not defined generally by the Act. These two documents together form the governance of PTUK.

Our Structure

The Board of Directors is responsible for the strategic direction and day to day operation of PTUK. They are legally and financially responsible for running PTUK.

The Board of Directors takes into account recommendations from the Advisory Board (also known as PTUK Senior Management Team) which in turn receives suggestions and proposals from PTUK’s Practitioner Members.

There are two main classes of members:

  1. Practitioner members for whom PTUK provides a professional infrastructure and a range of services.
  2. Shareholding members – these are persons or organisations that provided and continue to provide funds, over and above Practitioner membership fees, subscriptions and other revenue to enable PTUK to become established and grow. Since PTUK is a not for profit company, nobody receives dividends neither will they receive any appreciation on the value of their shares. Any eligible person may apply for shares.

The Articles of Association specifically determines that the company is prevented from distributing any profits arising from its activities.

PTUK aims, in the medium term, to generate sufficient excess of revenues over costs in order to:

  • Invest these surpluses in research, development, growth and bursaries.
  • Become independent of raising funds through the sale of shares, gifts and donations.   It is not currently the intention to work towards charity status.

The Board of Directors, in consultation with the Advisory Board, feel strongly that if an organisation is meeting the needs of children and young people and its practitioner members in the United Kingdom and is run effectively and efficiently, it should not be necessary to rely on charitable donations to fund its operations.

Good Corporate Governance

The structure of PTUK allows its practitioner members to propose changes in policies, rules or procedures through the mechanisms of:

  • The Advisory Board
  • Consultations
  • Referenda

These processes speed up decision taking. They also ensure proposals for change are filtered through an experienced panel of multi-disciplined professionals.

This two-tier structure is similar to that adopted by many European Organisations.

The continued success of PTUK depends upon providing a quality service to its practitioner members so that the needs of the majority are always taken into account.

For more details see our constitution which is contained in the Memorandum and Articles of Association and our Standing Orders.

Memorandum and Articles of Association

The Memorandum and Articles of Association together form the Constitution of Play Therapy UK (PTUK). The Memorandum contains mainly the objects of the Society (section 3), the share capital and not for profit statements (sections 4, 7 and 8). The Articles contains material governing the organisation and procedures of the Society. The Standing Orders are the Society’s regulations.

THE COMPANIES ACTS 1985 TO 1989 COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

Of Play Therapy (UK)

The United Kingdom Society for Play and Creative Arts Therapies Limited

(As drafted to be adopted by Special Resolution in August 2004)

1. The name of the company is Play Therapy (UK) – The United Kingdom Society for Play and Creative Arts Therapies Limited (hereinafter called The Society).

2. The registered office of the Society will be situated in England.

3. The Society is established.

(i) to advance the safe and effective use of therapeutic play, play therapy, creative arts therapies, child counselling and child psychotherapy (hereinafter called the therapies), throughout the UK and the rest of the world generally and in particular where children’s development is impaired by emotional, behaviour or mental health difficulties.

(ii) to promote and provide education and training for practitioners of therapeutic play, play therapy, creative arts therapies, child counselling and child  psychotherapy (hereinafter called the practitioners) working in either professional or voluntary settings, for organisations or as independent self-employed practitioners, whether full or part time, with a view to raising the standards of the practice of these therapies for the benefit of the community and in particular for those who are commissioners, users and recipients of the therapies.

(iii) to provide a Profession Structure Model and infrastructure for the development and operation of the profession.

In furtherance of these objects:

(a) to act as a central body for the purpose of consultation in matters of educational or public interest concerning the therapies.

(b) to set and promote standards in education, training and experience in the principles, practice and skills of practitioners of the therapies.

(c) to provide services and training for practitioners to support them in the use and development of the above named therapies.

(d) to develop, maintain and publish a register of certified and accredited practitioners and clinical supervisors.

(e) to formulate standards of professional conduct and competence for those engaged in the therapies including an ethical framework, code of practice and a professional conduct procedure, embodying a complaints procedure.

(f) to provide means of assessing knowledge, skill and experience of the principles and practice of the therapies of persons seeking admission to membership of the Society and to issue certificates and diplomas or other awards to those who pass such assessments and tests; provided that no certificate or diploma or other award shall be issued by the Society which does not state clearly on its face that it is not issued by or under the authority of any government department or authority but is issued by the Society only, except that no such statement shall be required in the case of any certificate or diploma or other award issued by the Society in conjunction with a government department or other regulatory body.

(g) to collaborate, as appropriate, with the Health Professions Council, Department for Education and Employment and other regulatory or educational bodies in the United Kingdom and elsewhere in exercising the process contained in above and hereafter.

(h) to set up and administer such systems for the certification, accreditation and/or registration of practitioners, supervisors, trainers and other persons, organisations or activities related to the therapies as may be deemed appropriate.

(i) to commission, publish and distribute, gratuitously or otherwise, material in the form of web sites, journals, periodicals, magazines, books, films, CDs, DVDs or any other media.

(j) to promote and facilitate the dissemination and exchange of information on matters of professional interest among practitioners and others by the holding of conferences, meetings, workshops, seminars for the reading of papers and reports, by the publication, by electronic or other means, of periodicals, books, monographs or papers and by the promotion, compilation and publication of research studies.

(k) to encourage the study of the therapies by instituting, establishing and promoting educational and training courses, scholarships, grants, awards and prizes or by other such means as may be thought appropriate.

(l) to establish such services including technical and advisory services to the public and for practitioners as may promote and further the interest, effectiveness and efficiency of members and others for the public good and the profession generally.

(m) to foster and undertake research into any aspect of the objects of the Society and its work and to disseminate the results of any such research.

(n) to establish and maintain a library and collection of literature, videos and other material relating to the therapies and other related cognate professional activities and to afford to practitioners facilities for the use of the same.

(o) to liaise, confer, consult, maintain contact and collaborate with any authorities, organisations, societies, institutions or bodies of persons for the time being established in the United Kingdom or elsewhere.

(p) to provide a forum for practitioners and others for discussion, research and education in the therapies and related matters.

(q) to acquire data, carry out measurements, develop and maintain databases, and systems in the use of the therapies to assist in the setting of standards and benchmarks of professional performance and training.

(r) to develop, maintain, promulgate and operate clinical governance procedures for the quality management and professional development of practitioners.

(s) to research and make recommendations upon the recruitment, selection, appraisal, use, employment and remuneration of practitioners.

(t) in furtherance of any one or more of the objects of the Society:

(i) to take and accept any fees, royalties, subscriptions, any other form of sales revenue, gifts, property or other assets whether subject to any special trust or not.

(ii) to purchase, take on lease or licence or in exchange, hire or otherwise acquire any real or personal property.

(iii) subject to such consents as may be required by law to sell, lease, let or mortgage or otherwise dispose of any assets belonging to the Society.

(u) to issue appeals, hold public meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Society in the form of fees, subscriptions or otherwise.

(v) to acquire, establish and hold any copyright, patent, translation, publication, right of publication or other intellectual property right which may appear useful to the Society and to protect, prolong, register, renew, exercise, develop, use or manufacture the same for any one or more objects of the Society.

(w) to organise, finance, and maintain alone or in conjunction with one or more other cognate professional bodies, schemes for the regulation and discipline of the Society’s practitioners in matters of professional or business conduct.

(x) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other financial instruments, undertake foreign exchange transactions and to operate bank accounts in the name of the Society.

(y) to borrow or raise money for the objects of the Society on such terms and (with such consents as are required by law) on such security as may be thought fit provided that the Society shall not undertake any permanent trading activities in raising funds for the objects of the Society.

(z) to invest the monies of the Society not immediately required for its objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

(aa) to establish and/or support any charitable organisation or body and to subscribe or guarantee money for charitable purposes calculated to further the objects of the Society.

(bb) to employ and pay any person or persons to advise upon, appraise, plan, direct, manage, organise, carry on the work of the Society.

(cc) to insure and arrange insurance cover for and to indemnify its officers, staff and voluntary workers and those of its practitioners from and against all such risks incurred in the course of the performance of their duties as may be thought fit.

(dd) to be subject to the provisions of Clause 4 hereof, to provide for the welfare of persons in the employment of the Society or formerly in the employment of the Society or its predecessors in business or any subsidiary or associated Society of the Society, and the wives, widows and families and dependants of such persons, by grants of money, donations, gratuities, pensions or other payments, and to establish and maintain or procure the establishment of any non-contributory or contributory pension, provident or superannuation funds, or any other trusts, funds and schemes with a view to providing for the payments aforesaid.

(ee) to amalgamate with any companies, institutions, organisations that have objects altogether or mainly similar to those of the Society and prohibit the payment of any dividend or profit to and the distribution of any of its assets amongst its members at least to the same extent as such payments or distributions are prohibited in the case of members of the Society by this Memorandum of Society. (ff)To purchase or otherwise acquire all or any part of the organisation, business, property and other assets and liabilities of any company, partnership, unincorporated organisation or person or establish or promote any organisation which may be expedient for any of the purposes of the Society or carrying on any business which the Society is authorised to carry on, and upon any terms and for any consideration, and to conduct and carry on, or liquidate and wind up, any such business.

(gg) To enter into partnership with or into any joint venture with or any arrangement involving sharing of revenues, union of interests, reciprocal concessions or any other form of co-operation with any person or organisation carrying on or about to carry on or be engaged in any activity, business or transaction which the Society is authorised to carry on, upon any terms and for any consideration.

(hh) to take part in the formation or management or control of the business of any association, firm, organisation, partnership or person, on such terms and with such provision for the remuneration of persons involved with or connected with such business as the Society may think fit.

(ii) to pay out of the funds of the Society the cost, charges and expenses of and incidental to the formation and registration of the Society.

(jj) to establish where necessary local branches (whether autonomous or not).

(kk) to establish, promote, control or otherwise assist any Society or companies for the purpose of acquiring any of the property of the Society or furthering any of the objects of the Society.

(ll) to purchase or otherwise acquire, erect, maintain, reconstruct and adapt any offices, workshops, vehicles, plant, machinery, systems and other things found necessary or convenient for the purposes of the Society.

(mm) To design, manufacture, buy, sell, hire, repair, improve and generally deal in all systems, materials, machinery, tools, vehicles, goods or articles of any kind which may be required or used in connection with any of the businesses of the Society.

(nn) To accept shares (fully or partly paid-up), stocks, the debentures, mortgage debentures or any other securities of any other organisation in payment or part payment for any services rendered or for any sale made to or debt owing from any such organisation, and to hold, sell or otherwise deal or dispose of any shares, stock or securities so acquired.

(oo) to do all or any of the matters hereby authorised in any part of the world either alone or in conjunction with, or as factors, trustees or agents for, any other companies, organisations or persons, or by or through any factors, trustees or agents.

(pp) To do all such other lawful things as the Society may deem incidental or conducive to the attainment of any of the above objects of the Society.

In construing the objects set forth in the sub-clauses hereinbefore set out, the widest interpretation shall be given and they shall in no way be limited by reference to the objects set out or the wording employed in any other sub-clause or by the name of the Society and none of the objects or powers specified in any sub-clause shall be deemed to be subsidiary or ancillary to the objects and powers specified in any other sub-clause.

4. The income and property of the Society shall be applied solely towards the promotion of its objects as set forth in the Memorandum of Society and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Society. Provided that nothing herein shall prevent any payment in good faith by the Society:

(a) of reasonable and proper remuneration to any member, officer, consultant or employee of the Society for any services rendered to the Society.

(b) of interest on money lent by any member of the Society at a rate per annum not exceeding two per cent more than the base lending rate prescribed for the time being by the Bank of England.

(c) of reasonable and proper rent for premises demised or let by any member of the Society.

(d) to any member of the Board of Directors remuneration for services provided as officers of the Society and reasonable out-of-pocket expenses.

(e) of any premium in respect of any insurance or indemnity to cover the liability of the directors (or any one of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Society provided that any such insurance or indemnity shall not extend to any claim arising from wilful fraud or wrongdoing or wilful neglect or default on the part of the directors (or any of them).

5. The liability of the shareholding members is limited.

6. The share capital of the Society is £10,000 divided into 10,000 shares of £1.00 each.

7. If upon the winding-up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Society, but shall be given or transferred to a charitable institution or institutions having objects similar to the objects of the Society and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Society under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the shareholding members of the Society at or before the time of dissolution, and in so far as effect cannot be given to such provision, then to some other charitable object.

8. If upon the Society being acquired by another organisation, any assets remain after the re-payment of any sums invested by the shareholding members, any sums realised by the acquisition of these assets shall be given or transferred to a charitable institution or institutions having objects similar to the objects of the Society and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Society under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Society at or before the time of dissolution, and in so far as effect cannot be given to such provision, then to some other charitable object. If such distribution would result in a reduction in the capital of the Society, the same does not take place without first obtaining the sanction (if any) required by law.

Public Consultations

PTUK Registrants are consulting on a daily basis with the parents and carers whose children are receiving play therapy or therapeutic play, about the quality of the service being provided.

In addition PTUK holds public consultations on matters concerned with standards and policies.

There are no national consultations at the moment. If you wish to suggest a new area concerned with therapeutic work with children as a subject for consultation please email Alun John, Registrar, at clinical@ptukorg.com

Our Registrants also offer briefings and consultations to local groups such as Parent/Teacher Associations.  If you would like to organise one in your locality please contact the office to find out how PTUK can support you.

Standing Orders

These Standing Orders are the regulations of the Society, determined by the Board of Directors under Article 84 of the Articles of Association

Standing Orders of Play Therapy (UK) – The United Kingdom Society for Play and Creative Arts Therapies Limited

Where the term therapy is used, it refers to work done by individual and organisational practitioner members in the field of therapeutic play, play therapy, filial play, creative arts therapies, child counselling and child psychotherapy.

1. The Society has two main categories of members:

  1. Shareholding
  2. Practitioner

2. Shareholding Membership

2.1 Any person or organisation entitled to acquire shares under the Companies Acts 1985 to 1989 may apply to purchase shares in the Society at the current price fixed by the Board of Directors. Applicants should be aware that the Society is a not for profit organisation and that no dividends will be paid.

2.2 All shareholding members may attend and speak at a General Meeting. Individual Members and Organisation Members have one vote per fully paid up share.

3. Practitioner Membership

3.1 General

3.1.1 All practitioner members are reminded that, on applying for admission to membership or on renewal of membership, they sign an undertaking that if admitted as Full Members, and as long as they are practising members, they will observe the, regulations for the time being in force and that they will be bound by the Society’s Ethical Framework for Good Practice in the therapies, be subject to the Professional Conduct Procedure, use principles of clinical governance as recommended by the Society and fulfil the Society’s requirements for continuous professional development (CPD) therein for the time being in force.

3.1.2 Practitioner membership includes individuals and organisations. The Board of Directors may from time to time:

  • determine, add to, amend, revoke or otherwise close such classes and sub-classes of membership as are deemed necessary.
  • determine the movement of members from one class or sub-class of membership to another.
  • set the criteria for entry to each class or sub-class of membership.
  • set entrance fees, subscriptions and other fees or payments to be made by members.

3.2 Grades of Membership

3.2.1 The Society has four grades of individual practitioner membership:

(i) The Associate Member grade shall be open to anyone working with children or interested in therapeutic play, play therapy, creative arts therapies, child counselling and child psychotherapy. Also to retired or non-practising therapists.

(ii) The Full Member grade shall be open to professional therapists who have been awarded a qualification, recognised or accredited by the Society at least at Diploma level at stage 3 of the Professional Structure Model (PSM) Training Model and is engaged in the practice, supervision, training or management of the therapies as defined in the Memorandum of Association, full or part time, voluntary or remunerated; Evidence of CPD is required for continuing membership.

(iii) The Trainee Membership Grade shall be open to those undertaking a training course as relevant to the therapies (as defined in the Memorandum of Association) and recognised by the Society.

(iv) The Student Grade shall be open to those undertaking a recognised creative arts therapy training course.

3.2.2 Corporate Practitioner Membership

Corporate Practitioner Membership shall be open to organisations which accept the Society’s Ethical Framework for Good Practice in working therapeutically with children and the Professional Conduct Procedure therein and such other membership conditions as the Board of Directors may from time to time determine. The term Corporate shall include the staff, volunteers, members and committee members. Corporate membership shall be open to organisations which:   offer the therapies to children; and/or offer direct services to practitioners of the therapies; and/or offer training in the therapies; and/or have personnel who use the therapies in the course of their work and/or engage in other activities such as research that are relevant to the objects of the Society.

An organisation that is a Corporate Practitioner Member may nominate a number of individual persons employed by or associated with the organisation for individual practitioner membership at grades appropriate to their level of qualifications, skills and experience. The number of nominated persons accepted will be determined by the Corporate Practitioner Membership fees as decided by the Board of Directors from time to time.

3.3 Registration Fees. The Board of Directors will set registration fees and any changes to which shall apply from 1st October each year. Fees shall be payable to the Society at its central office.

4. Affiliations

4.1 The Board of Directors shall have the power in its sole discretion to grant affiliation status to individuals or organisations not being members of the Society and not resident in the United Kingdom upon such terms and conditions as it from time to time shall determine.

4.2 Holders of affiliation status shall not be members of the Society and shall not be entitled to any of the rights of members.

5. Professional Conduct

5.1 The Board of Directors shall from time to time make regulations concerning the method by which any question of alleged breach of Professional Conduct by a member or associated action is to be brought before the Association.

5.2 The Board of Directors shall from time to time determine the procedures to be followed for hearing such alleged breaches, including appeals, and for the subsequent communication of findings and any other matters it deems to be relevant.

5.3 The Board of Directors shall from time to time determine the range of sanctions which may be applied in cases where alleged breaches are found to be proven.

5.4 It shall be for every member or for any person to bring to the attention of the Chief Executive any facts or matters indicating that a member may have become liable to disciplinary action. In any such case the Chief Executive shall lay the facts and matters before the relevant body appointed by the Board of Directors if she/he is of the opinion that the matter ought to be investigated.

6. Accreditation

6.1 The Board of Directors shall from time to time determine the criteria and approve the procedures for the conduct of the Society’s systems for accreditation.

6.2 The Board of Directors may, as required, establish: working group(s) to advise it on the operation, development, amendment, revocation or closure of schemes devised for the accreditation of individuals or organisations.

6.3 The Board of Directors may from time to time establish reciprocal arrangements and/or equivalent routes to accreditation/registration with other cognate professional bodies as it shall determine.

6.4 The Board of Directors shall have the right for good and sufficient reason to terminate the accreditation/registration of any member provided that the member in question, or a representative of the member, shall have the right to be heard by the Board of Directors under any procedure set up for this purpose by the Board of Directors.

7. Professional Structure Model

7.1 The Board of Directors shall from time to time determine the design, content, operation, development, amendment and dissemination of the Professional Structure Model including the competency framework for practitioners of the therapies.

7.2 The Board of Directors may, as required, establish: working group/s to advise it on the design, content, operation, development, amendment and dissemination of the Professional Structure Model and competency framework.

7.3 The Board of Directors may from time to time establish reciprocal arrangements and/or equivalent uses of the Professional Structure Model and competency framework with other cognate professional bodies as it shall determine.

8. General Meetings

8.1 Notice of the Annual General Meeting shall be sent by the Secretary to shareholding members not less than twenty-one days before the date of the meeting.

8.2 Resolutions to be considered at the Annual General Meeting shall be submitted to the Secretary in writing by a date to be fixed by her/him not less than twenty eight days and not more than fifty six days before the date of the meeting, and shall be sent to shareholding members not less than fourteen days before the meeting.

8.3 Resolutions, other than those proposed by the Board of Directors, shall be submitted by the Advisory Board. Amendments to resolutions shall be accepted in exceptional circumstances at the discretion of the Chair after consultation with the proposer and seconder of the resolution.

8.4 Practitioner members may at any time submit in writing suggestions or proposals to the Advisory Board that may require a resolution to be passed at a General Meeting. It is the responsibility of the Advisory Board to evaluate the proposal to determine if it should be submitted to the Board of Directors for approval.

8.5 Voting shall be by a show of voting cards bearing the number of eligible votes, determined by the number of shares held. A simple majority shall be sufficient to pass a resolution.

8.6 In the conduct of the meeting the decision of the Chair in any matter not covered by these Standing Orders shall be final.

9. Divisions

9.1 Divisions may be formed within the Society to represent special interests of practitioner members in the therapies. The objects of Divisions shall be in accordance with the objects of the Society.

9.2 Practitioner Members of a Division shall be members of the Society but membership of a Division is optional for members of the Society. Members of the Society may apply to join as many Divisions as they wish. A Division shall consist of at least 20 members.

9.3 Corporate Members of the Society can nominate a single representative to apply to be a member of a Division

9.4 The formation of a Division shall be provisionally when the Division’s Terms of Reference have been approved by the Board of Directors. The Division shall be formally constituted by the decision of a General Meeting of the Society. Amendments to the Terms of Reference shall be submitted to the Board of Directors for approval before coming into force.

9.5 A Division of the Society shall be named according to its broad function.

9.6 Each Division shall notify the Chief Executive of the names of its Officers upon their election or appointment.

9.7 Each Division shall submit a written report of its activities to the Board of Directors at least once a year.

9.8 Each Division shall be financially self supporting.

9.9 Each Division shall determine its own membership fee, any changes to which shall apply from 1 October each year. Divisional fees shall be paid to the Society at its central office and shall be remitted to Divisional accounts on at least a quarterly basis.

9.10 Should a Divisional Executive Committee wish to dissolve the Division, it must first consult the Board of Directors. If there is still a wish within the Division for it to be dissolved, an assenting vote of not less than two thirds of its total practitioner members is required. Dissolution is subject to ratification by a majority vote of the next General Meeting of the Society.

9.11 The Board of Directors shall have the power to propose the dissolution of a Division when it deems this to be in the best interests of the Society. Such a proposal to dissolve must first be passed by two thirds of the Board of Directors present and voting. The Division in question shall be advised in writing of the reason for the proposed action. The Division shall have until the next General Meeting of the Society (but in no case less than nine months) to effect remedial measures or otherwise bring itself into compliance with the Memorandum and Articles of Society and Standing Orders of the Society.

9.12 In the event of a Division being dissolved, money in the Division’s account will revert to the Society’s general funds.

10. Local Groups Affiliated to the Society

10.1 The Board of Directors may recognise autonomous Local Groups of therapists or those interested in promoting the value of the therapies, as a Local Group affiliated to the Society. The group may adopt its own name but shall in all instances identify itself as affiliated to the Society.

10.2 Local Groups shall have at least ten members of the Society and shall not have membership whereby more than one third are non-Society members. All members of the Executive Committee shall be members of the Society.

10.3 The objects and operation of the Local Group shall be in accord with the Memorandum and Articles of Society and Standing Orders of the Society.

10.4 Membership of a Local Group shall be open to any members of the Society living or working within the geographical area covered by the Local Group. Corporate Members of the Society shall be able to nominate one representative to be a member having the same status as an Individual Member.

10.5 Each Local Group shall notify the Chief Executive of the Society, at least annually, of the names of its Officers, its membership and its activities during the year.

10.6 Each Local Group shall be financially self-supporting and determine and collect its own membership subscriptions. In the event of dissolution, each Local Group shall determine how to disperse any accumulated funds.

10.7 A Local Group must not use for its own purposes the Society’s company number, or logo on its headed notepaper. A Local Group may apply to the Board of Directors for permission to use the Society logo for Society related activities. A Local Group where all its members belong to the Society may apply to use the Society logo when promoting its activities.

10.8 Should a Local Group wish to discontinue its relationship with the Society this should be notified in writing to the Secretary of the Society giving nine months notice.

10.9 The Board of Directors shall have the power to withdraw the affiliated status of a Local Group when this is deemed to be in the interests of the Society. The Local Group shall be advised in writing of the proposed action and shall have no less than nine months in which to effect remedial measures.

11. National Societies

11.1 The Society may include National Societies for England, Scotland, Wales and Northern Ireland.

11.2 The objects of the National Societies shall be in accordance with the objects of the Society, and shall not come into force until they have been approved by the Board of Directors.

11.3 The relationships of the National Societies to the Society and its Divisions shall be formally agreed in consultation with the Board of Directors.

12. United Kingdom Register of Play Therapists

12.1 A Register of Full Practitioner Members may be found within the Society.

12.2 The name of the register shall be The United Kingdom Register of Play Therapists or such other as the Board of Directors of the Society shall from time to time approve.

12.3 The Register will be organised in such a way as the Board of Directors shall from time to time approve and comply with the requirements of the British Government’s regulatory agencies such as the CHRE/PSA.

12.4 All publications, notices and correspondence and relevant associated documentation from the United Kingdom Register of Play Therapists will display the Register logo and the Society logo, company number, and registered office as required by Company law.

12.5 The Terms of Reference, and any amendment thereto of the United Kingdom Register of Play Therapists shall be submitted to the Board of Directors for approval before coming into force.

12.6 Registrants will have attained a standard of training, competence and experience in the therapies as defined by the Board of Directors. They are required to maintain their ability to perform competently by undertaking further continuous professional development (CPD) activities.

12.7 Amendments to the criteria for Registration shall be approved by a system of consultation with relevant cognate professional bodies and others and be agreed by the Board of Directors before coming into force.