 |
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The Retroreflective
Equipment
Manufacturers Association |
|
Sixth Amendment of the Association's
Constitution adopted by the AGM of the
Association held on 16th October 2008
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6.4 Application
for Membership
6.5 Termination
and Resignation of Membership
6.7 Membership
Fees and Subscriptions
7 STRUCTURE
OF THE ASSOCIATION
8 PROCEDURES
OF THE ASSOCIATION
8.2 Extraordinary
General Meetings
8.4 Postal
and Electronic Ballots
8.8 Record
of Meetings and Correspondence
8.11 Premature Succession
to Elected Posts
|
Constitution of the Retroreflective Equipment Manufacturers Association |
For
the purpose of this Constitution the following definitions shall apply:-
|
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. |
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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.
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
11th October 2001. The fifth Amendment of the Constitution was adopted
on 16th October 2003. This sixth Amendment of the Constitution was
adopted on 16th October 2008.
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.
5.1 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.
6.1 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.
6.3.1 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.
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 |
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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.
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").
7.1.2 The
Chairman shall be a Full Representative. The other Officers need not be
Representatives of a Member and a single individual may be both the Secretary
and the Treasurer.
The
Officers of the Association at the time of adoption of this revised
Constitution are:
Chairman: Michael J Mason
Secretary:
John Lloyd
Treasurer: John Lloyd
who
will remain in office until the conclusion of the next AGM of the Association.
7.1.3 A
Deputy Chairman shall be elected by the Full Members of the Association from among
The Council Members elected to serve for the same year of office.
7.2 The Council
7.2.1 All
executive power within the Association is vested in The Council which will
direct the general affairs of the Association including its financial
management and its overall policies consistent with the requirements of the
Constitution.
7.2.2 The
Chairman and Deputy Chairman of the Association shall be the Chairman and
Deputy Chairman of The Council.
7.2.3 The
Council of the Association shall comprise all of the serving Officers and as
many of the serving Subcommittee Chairmen as may be elected by the Full Members
in accordance with Clause 8. Where fewer than four Subcommittee Chairmen are so
elected the Full Members shall elect as many additional Full Representatives as
may be needed to achieve four elected Council Members.
7.2.4 The
Council shall have the power to form Task Groups, to appoint Members or
non-members to such Task Groups and to appoint Chairmen and Deputy Chairman to
lead the work of such Task Groups within such terms of reference
as The Council shall decide. A Task Group will not form part of the subcommittee
structure, the right to participate shall be solely at the discretion of The
Council and such participation shall not be subject to any subscription
charges.
7.3 Subcommittees
7.3.1 The
products and services falling within the scope of the Association's
Constitution and reflecting the significant current activities of Members will
be divided into a number of sub-sections and a Subcommittee established to deal
with each sub-section in accordance with Clause 8.1.3. The Subcommittees
approved by the adoption of this revision were as follows:
1 Horizontal
Road Markings
2 Road
Studs
3 Barriers
and Temporary Signs
4 Marker
Posts and Street Furniture
5 Road
Cones and Cylinders
6 High
Visibility Clothing
7 Road
Danger Lamps
8 Vehicle
Conspicuity
9 Quality
and Development
7.3.2 Members
shall be entitled to participate in any number of Subcommittees and shall
exercise this right by notifying the Secretary of those Subcommittees they wish
to join and by payment of the current subscription required for participation
in the Subcommittees so nominated.
7.3.3 All
Members participating in the work of a Subcommittee shall be equally liable for
any costs arising from the activities of that Subcommittee with the exception
of such costs as The Council may from time to time determine shall be paid from
the central funds of the Association.
7.3.4 Any
change in the number of Subcommittees or in the terms of reference for an
existing Subcommittee shall be approved by a majority vote of Full Members at a
General Meeting of the Association in accordance with Clause 8.1.3.
7.3.5 The
Full Members of each Subcommittee shall elect a Chairman for that Subcommittee
who shall be a Full Representative of one such Full Member.
7.3.6 Each
newly elected Subcommittee Chairman who has not been elected an officer for the
forthcoming year, shall become a candidate for Council Membership in a
subsequent vote of the Full Membership at the same AGM.
8 PROCEDURES
OF THE ASSOCIATION
8.1.1 An
AGM should be held within three calendar months following the end of each
financial year of the Association by written notice to Members issued a minimum
of 21 days in advance of the date of the meeting.
8.1.2 The issue of such meeting notice shall be the responsibility
of the Chairman or the Secretary. Members shall at the AGM receive a report of
activities and the affairs of the Association from the Officers and Subcommittee
Chairmen and shall consider the accounts for the past year and approve their
adoption as thought fit.
8.1.3 Full
Members shall thereafter determine the number of and terms of reference of the
Association's Subcommittees by a majority vote.
8.1.4 Full Members shall thereafter
conduct the following elections:-
1. Election
of a Chairman for each Subcommittee with voting limited to the Nominated Subcommittee
Members.
2. Election
of Officers
3. Election
of Council Members
4. Election
of Deputy Chairman for the Association
8.1.5 Nominations
for Officers, Subcommittee Chairmen and Council Members shall be submitted to
the Secretary no later than 10 days prior to the date of the AGM and such
nominations shall be circulated to Members prior to the Meeting.
8.1.6 Full
Representatives retiring from any elected office or post within the Association
may stand for re-election for the following year and may vote subject to their
continued eligibility under Clause 6.
8.1.7 A
quorum at an AGM shall be six Full Members present and voting. Only Full Members
may vote but all Members may attend and speak.
8.1.8 In
the event of a tied vote on any resolution, other than the appointment of a
Chairman of the Association, the Chairman shall have a casting vote.
8.2 Extraordinary General Meetings
8.2.1 The
Council may call an EGM upon fourteen days' notice to Members and shall call
such meeting on receipt of written request to do so signed by six Full Members,
in default any six Full Members may convene such meeting or issue the required
notice.
8.2.2 A
quorum at an EGM shall be six Full Members present and voting. Only Full
Members will be entitled to vote at such an EGM but all Members may attend and
speak.
8.2.3 An
agenda for an EGM shall be circulated at the time of notice, containing details
of business to be discussed which shall include any resolutions on which the
EGM will vote.
8.2.4 In
the event of a tied vote on any resolution, other than the appointment of a
Chairman of the Association, the Chairman shall have a casting vote.
8.3 Proxy Votes
8.3.1 A Full Member may nominate
a proxy to vote on its behalf at an AGM or EGM in the format shown under 8.3.2 and
submitted to the Secretary at least 2 working days prior to the meeting.
8.3.2 FORM OF PROXY
I/We.............................................................
being a Full Member of the Retroreflective Equipment
Manufacturers Association hereby appoint
(..................................................................) to act as my/our
proxy and to vote on my behalf at the (Annual) (Extraordinary) General Meeting
of the Association to be held onÉÉÉÉÉÉÉÉÉÉÉÉÉÉÉÉÉÉ
Signed
thisÉÉÉÉÉÉÉÉÉÉÉÉÉÉÉÉÉÉÉ.20É..
Signature
8.3.3 A
Member of The Council may nominate another Council Member as a proxy to vote on
his behalf at a meeting of The Council by prior written notice to the
Secretary.
8.4 Postal and Electronic Ballots
8.4.1 Constitutional
changes or other matters which would normally need to be put to a vote of the
Full Membership at an AGM or EGM may in the first instance, if so determined by
The Council, be dealt with by a postal and/or electronic ballot of Full
Members.
8.4.2 A
resolution will be carried by postal and/or electronic ballot if all of the
following criteria are met.
8.4.2.1 It can be shown that each current Full Member has received
the invitation to vote together with identical documentary supporting
information (electronic transmission with a printable confirmation of delivery
or receipt will be taken as proof of receipt).
8.4.2.2 That
21 days has elapsed since the last recorded delivery/receipt date of any voting
invitation.
8.4.2.3 That votes cast by post, or electronic means have been
received from the requisite minimum number of full Members for a quorum.
8.4.2.4 That
there is the requisite proportion of the votes received in support of the
resolution for it to be passed at a General Meeting.
8.4.2.5 That
no objections from Full Members are lodged within seven days of the notice of
the result being circulated by the Secretary.
8.4.3 All votes will be returned to and
counted by the Secretary.
8.4.4 It
will be the responsibility of each voting Full Member to confirm receipt of his
vote by the Secretary.
8.4.5 The
Secretary shall within seven days of counting the votes circulate to all Members
details of the voting in the form of a result notice of the count.
8.4.6 Following circulation of the Result Notice,
seven days will be allowed for objections and thereafter the Secretary shall
circulate to all Members details of any objections received or, if no objections
are received, confirmation of the result notice as final. If no objections are
received within the time allowed, and upheld by The Council, The Council will
be entitled to act in accordance with any resolution passed.
8.4.7 If
for any reason a postal and/or electronic ballot fails to decide a resolution
or if an objection to the result is upheld by a majority vote of The Council,
the ballot will be declared void and the resolution will be referred to a
General Meeting.
8.5 Council Meetings
8.5.1 The
Council shall meet at least twice each year to carry out the furtherance of the
objectives of the Association. The meetings may be convened by the Chairman,
Secretary or Treasurer or at the request of any two Members of The Council in
each case by not less than 14 days prior written notice unless waived by all
Members of The Council.
8.5.2 A
quorum for a meeting of The Council shall be four Full Members of whom no more
than two shall be officers and without prejudice to the provisions of Clause 6.6 a vote shall
be decided upon a simple majority with the Chairman having a casting vote in
the event of a tie.
8.6.1 Each
Subcommittee will meet at least twice each year unless all of its members unanimously
determine otherwise. Meetings may be convened by the Chairman, Deputy Chairman
or Secretary of the Association, the Chairman of the Subcommittee or at the request
of any two Members of the Nominated Subcommittee; in each case by not less than
14 days prior written notice unless waived by all Full Members of the Nominated
Subcommittee.
8.6.2 The
work programme of each Subcommittee shall be reviewed and agreed by its Full
Members at least once in each year and the agreed programme reported to the
next meeting of the Council by the Subcommittee Chairman.
8.6.3 A
quorum for a meeting of a Subcommittee shall be a majority of the Full Members
of the nominated Subcommittee including the Subcommittee Chairman or Deputy
Chairman elected in accordance with 8.11.4 who shall have the casting vote in
the event of a tie.
8.6.4
In their capacities as Officers of the Association
the Secretary, the Chairman and the Deputy Chairman shall be entitled to attend
any Subcommittee meetings and either one of the latter two may vote.
8.6.5
Postal and/or electronic voting within Subcommittees
may be used for any resolution relating only to the work of that Subcommittee and
any such vote shall be valid provided that all of the following criteria are
met but with the Council having a right of veto subject to a majority vote of
Council Members.
8.6.5.1 It can be shown that each current Full Member of the Subcommittee
has received the invitation to vote together with identical documentary
supporting information (electronic transmission with a printable confirmatory
receipt will be taken as proof of receipt).
8.6.5.2 That
14 days has elapsed since the last recorded delivery/receipt date of any voting
invitation.
8.6.5.3 That votes cast by post or electronic means have been
received by the subcommittee chairman from the requisite minimum number of Full
Members for a quorum of the subcommittee.
8.6.5.4 That
there is a simple majority of the votes received either supporting or opposing
the resolution.
8.6.5.5
That the Subcommittee Chairman has circulated a
notice of the results of the vote to all Full Members of the Subcommittee and
to the Secretary and that and no objections from Full Members of the Subcommittee
have been lodged within seven days of the notice of the result being
circulated.
8.6.6 In
the event that an objection to the result of a postal and/or electronic vote is
received within the time required, the Subcommittee Chairman shall either
declare the vote void and refer the resolution to the next meeting of the Subcommittee
or refer the objection to The Council which shall it its absolute discretion uphold
or dismiss it.
8.7 Casting Votes
Where
the Chairman of the Association or of a Subcommittee is entitled to use his/her
casting vote such Chairman may in his/her discretion decline to use that vote
and shall not be obliged to give reasons for his/her so declining.
8.8 Records of Meetings and Correspondence
8.8.1 The
Secretary will keep or cause to be kept Minutes of each meeting of the Association,
the Council and all Subcommittees and also a Register of Members all of which
will be open to inspection by Members upon request.
Such
Minutes shall become the only true and accurate record of a meeting upon approval
by a duly recorded majority vote at the succeeding meeting of the relevant
Association, Council or Subcommittee.
8.8.2 All
correspondence sent on behalf of or in the name of the Association shall be
controlled by the Secretary in that it will either be sent by the Secretary or
sent with the prior approval of and copied to the Secretary.
8.8.3 Correspondence
to the Association received by other Members shall be promptly passed or copied
to the Secretary.
8.8.4 The
Secretary shall keep complete records of all correspondence to or from the Association
for a minimum period of 7 years.
8.9.1 Amendment
may be made to this Constitution in an AGM or EGM of which proper notice has
been given or by postal and/or electronic ballot, if approved by a two thirds
majority of Full Members entitled to vote.
8.9.2 The
text of any proposed change must be circulated to all Members at least seven
days prior to a meeting and shall require a proposer and two seconders or a
majority vote in favour by The Council for consideration.
8.9.3 Such amendment if carried
by vote at a meeting shall be determined to take effect at a date decided by
Full Members present at the Meeting but shall not have retrospective effect.
8.10 Finance and Accounts
8.10.1 The
Treasurer of the Association shall keep proper accounts and shall produce a
statement of accounts at each AGM for Members to approve.
8.10.2 The property of the Association shall be controlled and
administered by The Council on behalf of the Association. The Association shall
maintain a current bank account and if deemed appropriate by the Treasurer, a
deposit account at a recognized bank.
8.10.3 All cheques drawn shall be signed by the Treasurer and the
Chairman or another Member of The Council. Notice of the current authorized
signatories will be sent to the bank after each AGM or EGM as required.
8.10.4 No
individual Member or Officer of the Association shall be empowered to enter
into any contractual arrangements financial or otherwise in the name of or on
behalf of the Association unless authorized to do so by a majority vote of The
Council.
8.10.5 Expenses of Officers and Indemnity
The
Officers and Members of The Council shall have their legitimate expenses
reimbursed from the funds of the Association. They will also be indemnified by
all Members on a several basis in relation to costs, liabilities or actions against
them resulting from the work undertaken on behalf of the Association when
acting within their authority as Officers and/or Members of The Council.
8.10.6 Secretarial Fees or Honorarium
The
Secretary shall be entitled as an Officer of the Association to the benefits of
Clause 8.10.5 but in addition may receive an honorarium or retainer to be
approved by Members at the AGM.
8.11 Premature Succession to Elected Posts
The
provisions for succession where any post within the Association is relinquished
prematurely are as follows:
8.11.1 Secretary
and Treasurer
The
Council shall by a simple majority vote appoint a successor to serve for the remainder
of the current year of office.
8.11.2 Association Chairman
The
Deputy Chairman shall immediately assume the responsibility for the remainder
of the current year of office and if for any reason this is not possible, The
Council shall determine whether the Secretary should assume the role of acting
Chairman or whether the Secretary should immediately hold a General Meeting or postal
or electronic ballot of the Full Membership to elect a new Chairman and Deputy Chairman
for the remainder of the year of office.
8.11.3 Council Members
Provided
that the number of duly elected Officers and Members of The Council remains
above the minimum required for a quorum, The Council shall have the power to
co-opt any Full Representative of a Full Member to serve as a Council Member
for the remainder of the current year of office.
8.11.4
Subcommittee Chairman
The Secretary shall convene a meeting of or conduct a postal or
electronic ballot among the Full Members of the Subcommittee who shall by a
simple majority elect a Chairman from among their number to serve until the
next AGM. A new Chairman so elected shall have no automatic right to succeed
the previous Chairman as a Council Member but will be eligible for co-option to
The Council.
8.12 Winding Up
The
Association may be wound up by a resolution properly prepared at an AGM or EGM
and passed by two thirds of all Members (including Associate Members)
present in person or by proxy whereupon the net assets (if any) of the
Association shall be distributed equally amongst the Members who are current
paid-up Members at the date of passing the winding up resolution.
The
Members shall not be deemed to be in partnership by virtue of membership of the
Association.