Constitution of The Medical Records Trust (Foundation)

1. Name

The name of the CIO is “The Medical Records Trust” (“TRMT”).

2. National Location of Principal Office

The CIO’s principal office is in England.

3. Objects

The CIO is established for the public benefit:

• To advance health by improving access to, portability of, and innovation with electronic medical records;
• To relieve sickness and protect health by supporting patients, clinicians and healthcare bodies to use secure, interoperable digital records;
• To advance education in healthcare information standards and safe data practice.

4. Powers

The CIO may do anything lawful which furthers the objects, including (without limitation):

a) Develop, license and publish open-source software
b) Contract for cloud hosting, consultancy, research or training
c) Collect, hold and process personal data in compliance with UK GDPR, the Data Protection Act 2018 and NHS DSP Toolkit requirements
d) Employ staff and engage volunteers
e) Purchase, lease or license property (including digital infrastructure and intellectual property)
f) Raise funds and charge reasonable fees
g) Co-operate with other charities, public bodies and companies
h) Insure the CIO’s property and trustees
i) Make social investments or grants that further the objects

5. Application of Income and Property

5.1 The CIO’s property and funds must be applied solely towards the objects.
5.2 No part may be paid to trustees except:

• Reasonable out-of-pocket expenses
• Trustee indemnity insurance
• Remuneration authorised under clause 6

6. Benefits and Payments to Charity Trustees and Connected Persons

A trustee (or connected person) may be paid for services supplied to the CIO only if:

• The remuneration is reasonable; and
• The other trustees (with the conflicted trustee absent) agree it is in the CIO’s best interests.

7. Conflicts of Interest and Loyalty

Trustees must record and manage all conflicts in accordance with Charity Commission guidance CC29.

8. Liability of Members

The CIO has no voting members other than its charity trustees, who undertake to contribute up to £1 to the assets of the CIO if it is wound up while they hold office or within 12 months afterwards.

9. Membership of the CIO

The individuals who are charity trustees from time to time are the members of the CIO. Apart from the trustees, the CIO shall have no members.

10. Composition of the Board

10.1 Transitional provision
From the date of registration until the first anniversary of that date (“the transitional year”) the CIO shall have three (3) charity trustees.
Within three months after that anniversary the board shall be expanded to, and thereafter maintained at, five (5) trustees.
In any circumstances the number of trustees shall not fall below three nor exceed five.

11. Appointment of Charity Trustees

11.1 The first trustees are those listed in Schedule A.
11.2 Trustee vacancies are filled by decision of the remaining trustees.
11.3 During the transitional year the board may appoint up to two additional trustees and must ensure that the total reaches five within three months after the first anniversary.

12. Term of Office

Each trustee serves a one-year term starting on the date of appointment and may be re-appointed any number of times, provided the board confirms the appointment annually.

13. Retirement, Removal and Disqualification

A trustee automatically ceases to hold office if any ground in section 178 of the Charities Act 2011 applies or if removed by unanimous decision of the other trustees after fair process.

14. Powers and Duties

The trustees have control of the CIO and its property and funds, subject to this constitution and charity law.

15. Proceedings of Trustees

• Quorum: Half of the current trustees (never fewer than 3)
• Notice: At least 7 days (or shorter if urgent and all agree)
• Decisions: By simple majority; the chair has a casting vote
• Meetings may be held in person or by suitable electronic means

16. Delegation

Trustees may delegate tasks to committees or staff, set written terms of reference and review all delegated powers regularly.

17. Execution of Documents

Documents may be executed by two trustees, or by one trustee in the presence of a witness, in accordance with section 44 of the Charities Act 2011.

18. Records and Accounts

18.1 The CIO must keep adequate accounting records and prepare annual accounts in accordance with the Charities SORP.
18.2 Accounting reference date: 31 March (or insert preferred date).
18.3 Trustees must keep minutes, registers and an information-governance framework (including Caldicott Guardian and Data-Protection Officer).

19. Notices

Notices may be sent by post or electronically; electronic communications are deemed received 24 hours after transmission.

20. Amendment of Constitution

This constitution may be amended by resolution of the trustees, provided:

• Prior Charity Commission consent is obtained where required; and
• Clauses 3, 5, 6 or 8 are not altered without the Commission’s written consent; and
• The resolution is passed by at least two-thirds of the trustees.

21. Dissolution

21.1 Trustees may resolve to wind up the CIO by a two-thirds majority.
21.2 Any remaining assets must be applied to one or more UK charities with similar objects, as directed by the Charity Commission.

22. Interpretation

In this constitution:

• “Trustee” means a charity trustee of the CIO;
• Legislation includes any amendment;
• Matters not provided for follow the Charity Commission Model Constitution for Foundation CIOs (January 2023).