REMA Constitution 2008 Amendment

1.1	"the Association"	The Retroreflective Equipment Manufacturers Association also known by its initials as REMA.
1.2	"The Council"	The Executive Committee of the Association appointed in accordance with 7.2, 8.1 and 8.9.
1.3	"Full Member"	A Member of the Association who has qualified for membership in accordance with 6.1.1 and 6.2.1
1.4	"Full Representative"	A Senior Management representative of a Full Member.
1.5	"Associate Member"	A Member of the Association who qualifies for membership under Clauses 6.1.1 and 6.3.1.
1.6	"Members"	The Full Members and Associate Members of the Association.
1.7	"Representatives"	Individuals who are either Full Representatives of Full Members or are representatives of Associate Members of the Association.
1.8	"Nominated Subcommittee" (of a Member)	A subcommittee in which a Member has declared an intention to participate and for which the Member has paid the requisite subscription.
1.9	"Officers"	The Chairman, Secretary and Treasurer of the Association or such of them as the context may require.
1.10	"Subcommittee"	A working group of Members established under the provisions of 7.3, 8.1 and 8.9 to deal with specific areas of the Association's activities.
1.11	"Defined Products"	Products incorporating retroreflective and/or light emitting surfaces or devices and used for the purposes of road traffic safety or guidance or for occupational safety.
1.12	"Code of Practice"	A code of practice which details the working criteria required to ensure that all REMA aims and objectives are fulfilled by all Members.
1.13	"AGM"	Annual General Meeting of the Association
1.14	"EGM"	Extraordinary General Meeting of the Association

2 NAME

The Association shall be known as "The Retroreflective Equipment Manufacturers Association" or abbreviated to the initials REMA.

3 FOUNDATION

The Association was founded in 1977. The first Amendment of the Constitution was adopted on the 14th March 1989. The second Amendment of the Constitution was adopted on 12th October 1995. The third Amendment of the Constitution was adopted on 30th October 1997. The fourth Amendment of the Constitution was adopted on 11^th October 2001. The fifth Amendment of the Constitution was adopted on 16^th October 2003. This sixth Amendment of the Constitution was adopted on 16^th October 2008.

4 ASSOCIATION YEAR

4.1 Full and Associate Membership shall be renewable annually to run from 1st January to the 31st December inclusive.

4.2 The Association's Financial Year shall run from the 1st October to the 30th September inclusive.

4.3 The year of office for the Officers, Council Members and Subcommittee Chairmen together with any duly elected deputies shall commence and finish at the close of successive AGMs.

5 OBJECTS OF THE ASSOCIATION

5.1 To provide a central organization for the promotion and furtherance of the interests of organizations and persons engaged in the manufacture of Defined Products and their supply within the European Economic Area without restricting in any way each and every individual person or organization in pursuing their individual objectives or in competing freely in the market place against one another.

5.2 To provide a medium for collective representation or, where appropriate, individual representations upon standards and policy committees within Government Departments or other bodies at home or overseas.

5.3 To provide a means by which members may be informed of any developments originating outside the day to day activities of the Members' operations, that may affect their welfare or the welfare of their customers.

5.4 To enhance the technical standing of the industry by requiring minimum standards to be observed by Members, recognizing the requirements of the current versions of The Traffic Sign Regulations and General Directions and The Traffic Signs Manual, of current legislation relating to roads and street works and health and safety within the United Kingdom and of current British, European or International Standards relevant to Members' products and activities.

5.5 To promote, support or oppose, as determined by the Members, any legislative or regulatory change which may affect the interests of the Members or their customers.

5.6 To consult and co-operate with other associations or bodies sharing mutual or similar objectives with the Association.

5.7 To provide a Code of Practice which gives clear guidance on the working practices required from Members in all their day to day commercial activities concerning the Defined Products.

6 MEMBERSHIP

6.1 General

6.1.1 All Members and their Representatives shall conduct themselves and their business activities in a proper, ethical and legal manner and shall do nothing which might bring the Association into disrepute or which is incompatible with the objects of the Association as set out in Clause 5.

6.1.2 There are three categories of membership, Full Members, Associate Members and Honorary Members.

6.2 Full Membership

6.2.1 Qualification

Companies including wholly owned subsidiaries thereof, firms, partnerships, sole proprietorships and persons engaged in the manufacture of Defined Products and their supply within the European Economic Area.

6.2.2 Benefits and Obligations

Full Members are entitled to vote at all meetings of the Association and at any meetings of Nominated Subcommittees on the basis of one vote per Full Member. Full Members enjoy all the privileges of the Association and are subject to the obligations set out in this Constitution.

6.3 Associate Membership

6.3.1 Qualification

Companies, including wholly owned subsidiaries thereof, firms, partnerships, sole proprietorships and persons engaged in the manufacture of or the supply within the European Economic Area of raw materials used in the manufacture of Defined Products, or engaged in providing specialist design or consultancy services, or equipment, which may aid the manufacture, installation or maintenance of Defined Products.

6.3.2 Benefits and Obligations

Associate Members are subject to the obligations set out in this Constitution and are entitled to the same privileges as Full Members with the exception that they will have no entitlement to vote at any meetings of the Association or its Subcommittees.

6.4 Application for Membership

6.4.1 Applications for Membership shall be made in writing to the Secretary and will be considered by The Council. The Council shall have authority to determine eligibility for either category or to reject an application at their absolute discretion.

6.4.2 A new applicant for membership whose application has been refused by The Council shall have the right to appeal to the Full Members of the Association by lodging a written appeal with the Secretary for consideration at the next General Meeting which will decide the matter on a simple majority vote. A new applicant will not be entitled to attend the General Meeting at which the appeal is considered nor to have a General Meeting of the Association called specifically to deal with such an appeal.

6.5 Termination and Resignation of Membership

6.5.1 A Member may resign from the Association by giving thirty days notice in writing.

6.5.2 The Council may terminate the membership of a Member or may revise the category of membership if in The Council's view the activities of the Member have changed and no longer fall within all or some of the requirements of Clause 6 of this Constitution.

6.5.3 Where The Council determines that an existing membership should be terminated or a category of membership changed, the subject Member shall have the right to appeal against the decision to the Full Members of the Association by lodging a written Appeal with the Secretary. The Appeal will be considered at a General Meeting of the Association within eight weeks of the Appeal being made, if necessary by calling an E.G.M for the purpose. The Appellant shall have the right to address the meeting and the matter will be finally decided by a simple majority vote taken with the Appellant absent.

6.5.4 A Member whose membership ceases through termination or resignation will have no right to a refund of any subscriptions paid and will have no rights to claim further upon the funds of the Association save only where expenses have been incurred with the approval of The Council or of the Member's Nominated Subcommittee prior to resignation or termination on the basis that such expenses would be reimbursed in part or in whole. An ex-Member will remain responsible for any debts to the Association originating prior to receipt of the letter of resignation or of the notice of termination.

6.5.5 Responsibilities - Conditions of Tenure

From time to time Full Representatives may be elected or invited to serve in roles encompassing wider responsibilities. Such roles include the Officers of the Association, Chairmanship of Subcommittees and Council Membership. Although such roles will be specific to named individuals, the continued tenure of a role will, notwithstanding periodic re-selection or re-election requirements provided for in the Constitution, be dependent upon the individual continuing to be the Full Representative of the same Full Member as at the time the role was taken up. Should the association between an appointee/electee and a sponsoring Full Member cease or should for any other reason a sponsoring Full Member withdraw its delegated authority from a Full Representative, that representative shall no longer be entitled to participate in the activities of the Association except as an invited guest and the tenure of any roles within the Association shall cease immediately with the role becoming subject to the normal selection and election procedures set out in Clause 8.

6.5.6 Where a Full Representative has for any reason relinquished an office or other position of responsibility in the Association, the succeeding Full Representative of that Full Member shall not be entitled to succeed to the Office or position relinquished unless duly appointed or elected to that office.

6.6 Rights of Representation

A Member shall be entitled to be represented by a single individual at any meeting of the Association and at any meeting of a Nominated Subcommittee. A Member may be so represented by different individuals at different meetings and within different Nominated Subcommittees but will be expected to minimize such changes in the interests of continuity and ease of communications. Such Representatives should be persons employed at a senior management level by Members and have the authority to make commitments on behalf of Members.

All Subcommittee Chairmen shall be entitled to attend General Meetings of the Association but where this entitles a Full Member to be represented by more than one individual, only one representative may vote though different individual representatives may vote on different resolutions at the same meeting provided that on each resolution there is only one vote per Full Member.

In all other circumstances the attendance at an Association or Subcommittee Meeting of more than one Representative of the same Member shall be at the discretion of the Meeting's Chairman. Where this results in the attendance of more than one Full Representative of the same Full Member only one such Full Representative shall be entitled to vote throughout the meeting and shall be nominated by the relevant Full Member prior to the meeting.

6.7 Membership Fees and Subscriptions

6.7.1 Each Full or Associate Member admitted to join the Association shall, on joining, pay an administrative fee of £100 which sum may be varied by The Council from time to time and which shall be non-refundable.

6.7.2 Each and every Member of the Association shall pay a general annual subscription plus an annual subcommittee subscription for each subcommittee nominated by the Member. The first £750 of such annual subscriptions due from each and every Member shall be paid within 30 days of the commencement of the Association Year and any balance shall be paid within 6 months of the commencement of the Association Year or by dates determined by the Full Members of the Association at a General meeting. Failure to pay by the due date shown on the invoice will incur an additional charge of £50 for each month or part thereof until payment is received in full. The amount of the annual subscription and subcommittee fees shall be determined for each category of membership by the Full Members of the Association at a General meeting but at the time of the adoption of this revised Constitution stand at:-

General annual subscription (full membership)	£500
General annual subscription (associate membership)	£250
Quality and Development Subcommittee	FREE
Up to and including four other (chargeable) subcommittees	£250 (each)
Fifth and subsequent (chargeable) subcommittees	FREE

6.7.3 The above fees are exclusive of any applicable VAT which will be paid in addition to the above.

6.8 Honorary Membership

Notwithstanding the rest of this Clause 6 The Council may by unanimous resolution appoint up to 5 Honorary members having the same rights and duties as Associate Members and The Council may, if it deems fit, resolve that such honorary members shall not be required to pay subscription or other fees to the Association. There are no qualifications defined for Honorary Members who may be individuals, organizations or corporations and the duration of Honorary Membership will be indefinite or as otherwise determined by The Council which may at any time by a two thirds majority vote to terminate honorary membership without right of appeal.

7 STRUCTURE OF THE ASSOCIATION

7.1 Officers

7.1.1 There shall be a Chairman, Secretary and Treasurer of the Association (hereinafter referred to as "the Chairman", "the Secretary" and "the Treasurer").