THE COMPANIES ACTS 1985 TO 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF ABERDEEN AND GRAMPIAN CHAMBER OF COMMERCE*
MEMORANDUM OF ASSOCIATION OF ABERDEEN AND GRAMPIAN CHAMBER OF COMMERCE
- The name of the Company “the Chamber” is “Aberdeen and Grampian Chamber of Commerce”.
- The registered office of the Chamber is to be situated in Scotland.
- The objects for which the Chamber is established are the promotion of commerce, industry, education and training in the North of Scotland and elsewhere within the United Kingdom and abroad, and anything incidental to, or conducive to, any of those objects and in furtherance of the principal objects the Chamber shall have the following express powers:-
(a) to promote commerce, industry, trade and ancillary services and in that connection to foster, advance and protect commercial, industrial, trade and professional enterprises and, without limitation, other activities and business undertakings of all kinds in the locality and elsewhere in the United Kingdom;
(b) to provide and develop business services to members and others, and in particular (but without prejudice to the generality of the foregoing):-
(i) to respond to enquiries and to collect, analyse and disseminate information (including statistics and other economic and business information) on all subjects of interest to members and others;
(ii) to act as training agents and to provide educational and industrial courses including higher educational and careers advisory services,
(iii) to act as management, overseas trade and training consultants,
(iv) to promote, organise and participate in seminars, conferences and trade missions,
(v) to encourage, establish and support employment initiatives and initiatives for the start-up of businesses and enterprises,
(vi) to act as advertising agents,
(vii) to operate an employment agency.
(c) in the United Kingdom, the rest of Europe and elsewhere, to represent, promote and protect the collective interests, views and opinions of the members, and stimulate interest in and promote, support or oppose any legislation or policies (whether local, municipal, regional, national or international) affecting the interests of commerce, industry, trade or ancillary services;
(d) to promote high standards of business and the recognition and use of national and international standards;
(e) to provide a means of securing business involvement, corporately and individually, in the local community or communities, to develop business links with and between enterprises and authorities, to develop and foster working relationships both within and outside the locality that will achieve the greatest prosperity for the locality and its people, and to stimulate public awareness of business interests;
(f) to undertake and arrange for the settlement of disputes by arbitration and conciliation or alternative dispute resolution procedures or otherwise;
(g) to seek to attain all or any of the principal objects by united action with other Chambers of Commerce and Industry and the Association of British Chambers
of Commerce (“BCC”) or other bodies in those cases where it appears that united action may further the accomplishment of a particular object;
(h) to be an accredited member of BCC.
- In furtherance of the principal objects, but not otherwise, the Chamber shall also have power:-
(a) to purchase, take on lease or in exchange, hire or otherwise acquire any heritable and moveable estate which may appear convenient;
(b) to construct, maintain and alter any houses, buildings or installations;
(c) to accept any gift of property, whether subject to any special trust or not, for any purpose within the principal objects;
(d) to take such steps by personal or written appeals, public meetings or otherwise as may seem expedient for the purpose of procuring contributions to the funds of the Chamber;
(e) to print and publish and market any newspapers, periodicals, books, leaflets or computer programs and other works and publications and to produce and market films and other audio or visual aids;
(f) to sell, lease, mortgage or otherwise deal with all or any part of the property of the Chamber;
(g) to borrow and raise money and secure its repayment in any manner;
(h) to invest the funds of the Chamber in or upon such investments, securities or property as may be thought fit;
(i) to undertake and execute any trusts or any agency business which may seem conducive to any of the principal objects;
(j) to establish and support, and to aid in the establishment and support of, any other association formed to promote all or any of the principal objects;
(k) to amalgamate with any companies, institutions, societies or associations having objects wholly or in part similar to those of the Chamber;
(l) to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any body with which the Chamber is authorised to amalgamate:
(m) to transfer all or any part of the property, assets, liabilities and engagements of the Chamber to any body with which the Chamber is authorised to amalgamate;
(n) to do all such other lawful things as are incidental or conducive to the pursuit or to the attainment of any of the principal objects.
- The income of the Chamber, from wherever derived, shall be applied solely in promoting the above objects, and no distribution shall be made to its members in cash or otherwise.
- The liability of the members is limited.
- Every Member of the Chamber undertakes to contribute to its assets, in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the Chamber, contracted before he ceased to be a member and of the costs, charges, and expenses of winding up and for the adjustment of the rights of contributories among themselves which amount as may be required not exceeding £1.00.
- If on the winding up of the Chamber there remains any surplus after the satisfaction of all its debts and liabilities, the surplus shall not be distributed among the members of the Chamber, but shall be given or transferred to some other body (whether or not it is a member of the Chamber) having objects similar to those of the Chamber.
ARTICLES OF ASSOCIATION OF ABERDEEN AND GRAMPIAN CHAMBER OF COMMERCE
(Adopted by Special Resolution on 22 June 2006)
- In these Articles:
"the Act" means the Companies Act 1985 including any statutory modification or reenactment thereof for the time being.
"the Acts" means every statute from time to time in force concerning companies insofar as the same applies to the Chamber.
"Annual General Meeting" means an annual general meeting of the Members.
"Authorised Representative" means a person who is authorised to represent a Member.
"the Board" means the Board of Directors of the Chamber.
"Bye-law" means any bye-law from time to time in force which has been duly made by the Board pursuant to these Articles or any of them.
''the Chamber" means Aberdeen and Grampian Chamber of Commerce.
*name changed by Special Resolution on 28 August 2002
"the Chief Executive" means any person for the time being appointed to perform the duties of Chief Executive of the Chamber.
"Committee" means any committee, sub-committee, panel, working party or other similar body of the Council or the Board as the case may be.
"Connected with a Member" means an individual who IS a duly authorised representative of or is a partner, director or employee of or consultant to a Member.
"the Council" means the Council of the Chamber.
"Council Member" means a member of the Council.
"The Constitution" means the Memorandum and Articles of Association of the Chamber and any Bye-laws.
"Director" means a member of the Board.
"Elected Council Member" means a member of the Council elected by the Members or appointed to fill a casual vacancy.
"Executive Director" means an executive of the Chamber holding office as a Director and where the context so requires or admits, includes the Chief Executive.
"Extraordinary General Meeting" means an extraordinary general meeting of the Members. "General Meeting" means a general meeting of the Members.
"Honorary Member" means an individual who has been admitted to honorary membership pursuant to Article 4.
"Immediate Past-President" means a former President holding office pursuant to Article 69.
''the locality" means the area so described in Clause 3 of the Memorandum of Association.
"Majority Resolution" means a resolution of the Council or of the Board (as the case may be) passed by a majority of two-thirds of the members of the Council or of the Board (as the case may be) present and entitled to vote on the resolution.
"Member" means a member for the time being of the Chamber other than an Honorary Member.
"the Officers" means the President, Vice-President(s) and Immediate Past-President.
''Non-Executive Director" means an individual referred to in Article 39(c) and where the Context so requires or admits includes an Officer.
"the President" means the President of the Chamber.
"the Seal" means the Common Seal of the Chamber.
''the Secretary" means any person appointed from time to time to perform the duties of the Secretary of the Chamber.
"Section" means a Section referred to in Articles 79 to 81.
"Subscriber" means an individual who has subscribed to the Memorandum of Association and to these Articles.
"Vice-President" means a Vice-President of the Chamber.
"Year" where the context so admits means a calendar year from 1st January to 31st December. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other methods of representation or reproducing words in visible form. The masculine includes the feminine and the singular the plural and vice versa.
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 Chamber.
- The number of Members is unlimited.
- Membership shall be open to:
(a) individuals who are in business on their own account,
(b) companies, corporations, firms and other organisations engaged or interested in commerce, industry, trade and ancillary services,
(c) members of professions who have an interest in commerce, industry, trade and ancillary services,
(d) any other individuals, companies, corporations, firms or other organisations whom the Board may in its absolute discretion admit to membership.
- The Board may admit to honorary membership of the Chamber for such period as it may determine:
(a) individuals whom the Board considers are distinguished in statesmanship, diplomacy, commerce, finance, industry or trade and
(b) individuals whom the Board considers have rendered special service to the Chamber or to the Chamber of Commerce movement.
- An Honorary Member shall receive notice of, and shall be entitled to attend and speak but not vote at an General Meetings. An Honorary Member shall not be required to sign any application for membership or to pay any fees or subscriptions, nor shall he be or be deemed to be a Member liable to contribute any amount on the winding-up of the Chamber.
- All applications for membership shall be made in writing in such form as the Board may in its absolute discretion from time to time prescribe.
- The election of Members shall be by resolution of the Board which may refuse any application without giving reasons. Delivery of the application to the Chamber shall be accompanied by the amount of the entrance fee (if any) from time to time determined by the Board unless the Board determines that this amount may be paid at a later date. The Board may determine different entrance fees for different categories of Member. The decision of the Board shall be notified to each applicant by the Chamber and, if elected, the Member shall pay to the Chamber within twenty-eight days of notification the Member's first subscription.
- A Member may terminate membership by giving notice in writing at least one month before the day when his/its subscription shall next be due.
- Unless the Board shall suspend the operation of this Article from time to time for a period either generally or in any specific case or cases a Member shall automatically cease to be a Member:
(a) if being a company an order shall be made or resolution passed for winding up otherwise than for the purpose of reconstruction.
(b) if being an individual he is adjudicated bankrupt.
(c) if he/it suspends payment or compounds with creditors.
(d) if being an individual he is or may be suffering from mental disorder and either:
(i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission for treatment under the Mental Health (Care and Treatment) (Scotland) Act 2003, or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or guardian or other person to exercise powers with respect to his property or affairs;
(e) if he/it fails to pay the prescribed subscription within three months of the due date.
- The Board may by Majority Resolution expel any Member at any time provided that:
(a) not less than fourteen days' notice of the proposed resolution and of the matters giving rise to the proposed resolution have been given to the Member concerned, and
(b) the Member concerned has been given a reasonable opportunity to make representations and to attend or be represented at the meeting of the Board called to consider the case and to be heard in defence.
Any Member so expelled shall lose all privileges of membership without prejudice to any claims that the Chamber may have, but the Board by resolution may re-admit to membership any Member so expelled at such time and on such terms as it may determine.
- All subscriptions to the Chamber shall be at such rates as may from time to time be fixed by the Board, and shall become due and payable in advance on such date or dates as the Board may from time to time determine. For the purpose of fixing the subscriptions the Board may by Bye-law or otherwise from time to time divide Members into categories and fix different rates of subscription for different categories.
- The interest and rights of a Member are personal only and not transferable or transmissible on death or liquidation.
- Members shall be entitled to vote at meetings of the Chamber in accordance with the provisions of these Articles.
GENERAL MEETINGS OF MEMBERS
- The Chamber shall hold a General Meeting in every year as its Annual General Meeting at such time and place as may be determined by the Board, and shall specify the Annual General Meeting as such in the notice calling it, provided always that not more than fifteen months shall be allowed to elapse between two successive Annual General Meetings.
- AIl General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
- The Board may call General Meetings and, on the requisition of Members pursuant to the provisions of the Acts, shall forthwith proceed to convene an Extraordinary General Meeting for a date not later than eight weeks after receipt of the requisition and in the event of default by the Board the General Meeting may be convened by the requisitioning Members as provided by the Acts.
- An Annual General Meeting and an Extraordinary General Meeting called for the passing of a special resolution shall be called by at least twenty-one clear days' notice. All other Extraordinary General Meetings shall be called by at least fourteen clear days' notice. With the consent of all the Members entitled to attend and vote at the meeting, or such proportion thereof as is prescribed by the Acts in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those Members think fit. The notice of a General Meeting shall specify the time and place of the General Meeting and in the case of special business the general nature of that business, and shall be given to all Members, Council Members, the Board and the auditors.
- The accidental omission to give notice of a General Meeting to, or the non-receipt of notice of a General Meeting by, any person entitled to receive notice shall not invalidate the proceedings at that General Meeting.
- All business that is transacted at an Extraordinary General Meeting shall be deemed special and all that is transacted at an Annual General Meeting shall also be deemed special with the exception of the consideration of the accounts and balance sheet and the reports of the Board and the auditors, the election of Directors and Council Members and the appointment of the auditors and granting of authority to the Board to fix the auditors remuneration.
- No business shall be transacted at any General Meeting unless a quorum is present. Fifteen persons entitled to vote upon the business being transacted, each being a Member or a person connected with a Member or a proxy for a Member shall be a quorum.
- If such a quorum is not present within half an hour from the time appointed for the General Meeting, or if during a General Meeting such a quorum ceases to be present, the General Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time and place as the Board may determine, and, if at such adjourned General Meeting a quorum is not present within half an hour from the time appointed for the General Meeting, the Members present in person or through a person connected with a Member or by proxy shall be a quorum.
- The President or in his absence a Vice-President, or in his or their absence the Immediate Past-President, or in his absence some other Director nominated by the Board shall preside as chairman of the General Meeting, but if neither the President nor any such other person shall be present and willing to act within fifteen minutes after the time appointed for holding the General Meeting, the Directors present shall elect one of their number to be chairman provided that the Director so elected is willing to act as chairman, and if there is only one Director present and willing to act, he shall be chairman.
- If no Director is willing to act as chairman, or if no Director is present within fifteen minutes of the time appointed for holding the General Meeting, the Members present in person or represented by proxy or by a person connected with such Member shall choose one of their number to be chairman.
- The chairman may, with the consent of a General Meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at an adjourned General Meeting other than business which might properly have been transacted at the General Meeting had the adjournment not taken place. When a General Meeting is adjourned for fourteen days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned General Meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
- A resolution put to the vote at a General Meeting shall be decided by a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:
(a) by the chairman; or
(b) by at least five Members having the right to vote at the meeting, and a demand by a person as proxy for or a person connected with a Member shall be treated the same as a demand by a Member.
- Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the General Meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
- The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
- A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded.
- In the case of equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
- A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question may be taken either forthwith or at such time and place as the chairman directs, not being more than thirty days after the poll is demanded. "The demand for the poll shall not prevent the continuance of a General Meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the General Meeting shall continue as if the demand had not been made.
- No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the General Meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at-which the poll is to be taken.
- On a show of hands every Member who (being an individual) is present in person or by a proxy or (being a company, corporation, firm or other organisation) is present by or a person connected with a Member shall have one vote.
- No Member shall vote at any General Meeting, either in person or by proxy or person connected with a Member, unless all moneys presently payable by him/it to the Chamber in respect of subscriptions have been paid.
- No objection shall be raised to the qualification of any Member to vote except at the General Meeting or adjourned General Meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any such objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
- On a poll, votes may be given either personally or by a person connected with a Member or by proxy.
- An instrument appointing a proxy or a duly authorised representative shall be in writing in any form which is usual or which the Board may approve. The Board may from time to time make Bye-Laws prescribing forms for appointing a proxy or a duly authorised representative, and providing for the execution and deposit at the registered office of the Chamber of such forms. Whether or not a person is connected with a Member for the purpose of voting shall be determined by the chairman whose decision shall be final and binding.
- Directors and Members of the Council shall be entitled to attend and speak at any General Meeting notwithstanding that they are not Members. or persons connected with a Member .
- No person shall be appointed a Director:
(a) who has not signed the appropriate form of consent, and
(b) who is not either:
(i) a Member (or connected with a Member), or
(ii) an executive of the Chamber.
- The Board shall comprise:
(a) ex officio:
(i) the President
(ii) the Vice-President(s)
(iii) the Immediate Past-President (if any)
(iv) the Chief Executive
(b) a maximum number of 3 further Executive Directors being executives of the Chamber who are not Members nor connected with any Member
(c) a maximum number of 8 further Non-Executive Directors being Members or persons connected with a Member.
APPOINTMENT AND RETIREMENT OF DIRECTORS
- The Directors may at any time appoint to the Board persons in either category (b) or category (c) of Article 39 who are willing to act as Director, either to fill a vacancy or as an additional Director in the relevant category, provided that such appointment does not cause the number of Directors in that category to exceed the maximum number stipulated. A Director so appointed shall hold office only. until the next following Annual General Meeting (but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting under Article 41). Such a Director who is not re-appointed at that Annual General Meeting, shall automatically be deemed to have vacated office at the conclusion of such Annual General Meeting.
- At every Annual General Meeting one-third of the Directors in categories (b) and (c) of Article 39 or if their number is not three or a multiple of three the number nearest to one-third, shall retire from office. Any director so retiring shall, subject to Article 43, be eligible to offer himself for re-election.
- The Directors to retire by rotation under the preceding Article shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last re-appointed Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.
- A Non-Executive Director who has already served two consecutive terms of office or is in his sixth or more year of office may not offer himself for re-election but for the avoidance of doubt may be appointed at any time after the expiry of one year from the date of his last retiral.
- The notice of the Annual General Meeting referred to in Article 17, shall include a notice of the Directors retiring by rotation, those offering themselves for re-election and any other persons that the Directors have recommended to be appointed as Directors (including any Director appointed under Article 40). At the same date as such notice, a list shall be opened in the Secretary's office for Members to nominate persons who are Members or are duly connected with a Member, as Directors. Any such nomination must be accompanied by a notice signed by such person confirming his willingness to be appointed and stating the particulars which would, if the person were to be appointed, be required to be included in the Chambers register of directors. The list shall be closed 11 clear days before the Annual General Meeting. No person other than a Director whose name appears in the notice of the Annual General Meeting or has been nominated in accordance with this Article may be appointed or re-appointed a Director at any Annual General Meeting
- Where the number of persons who have indicated that they are willing to stand as Directors (including those offering themselves for re-election) exceeds the number of vacancies available on the Board (but not otherwise), then not less than 7 clear days before the Annual General Meeting, a voting paper containing the complete list of names nominated and any such further information as the Board considers expedient, shall be sent by the Secretary to all who are entitled to receive notice of the Annual General Meeting with an instruction to return such voting papers to the Secretary signed by or on behalf of the Member at least 48 hours before the Annual General Meeting. The votes shall be counted by the Secretary prior to the commencement of the Annual General Meeting and the Secretary shall report to the chairman of the Annual General Meeting those persons, up to the maximum number of vacancies available, who have received the greatest number of votes and who shall be deemed to have been duly elected. The chairman shall use his casting vote in the event of a tie for the last vacancy. The chairman shall announce the result of the ballot at the Annual General Meeting.
- Where the number of persons who have indicated that they are willing to stand as Directors (including those offering themselves for re-election) is less than or equal to the number of vacancies available on the Board, then the Members shall ratify the appointment of each such person as a Director at the Annual General Meeting.
- For the avoidance of doubt none of the persons holding office as a Director in category (b) or category (c) of Article 39 at the date of the Annual General Meeting at which these Articles are adopted shall be required to retire by rotation at such meeting. Subject to the provisions of Article 48 such person shall be entitled to continue to hold office as a Director until the next Annual General meeting when he will require to retire but may, subject to Article 43, offer himself for re-election. It shall be competent for the Members at the Annual General Meeting at which these Articles are adopted to ratify the appointment as Directors of such persons as are nominated by the Board at such Annual General Meeting.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
- The office of a Director shall be vacated if:
(a) he ceases to be a Director by virtue of any provision of the Acts or he becomes prohibited by law from being a Director; or
(b) being the Chief Executive he shall cease to hold office as such (when he shall also vacate office as a Council Member); or
(c) being an executive of the Chamber he ceases to hold office as such (and is not a Member or a person connected with a Member); or
(d) he resigns his office by notice in writing to the Board; or
(e) where not an executive of the Chamber, he ceases to be a Member or connected with a Member; or
(f) he becomes bankrupt or makes any compensation with his creditors generally; or
(g) he is or may be suffering from mental disorder and either.
(i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission for treatment under the Mental Health (Care and Treatment) (Scotland) Act 2003; or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or guardian or other person to exercise powers with respect to his property or affairs; or
(h) he has been absent without permission of the Board from 3 consecutive meetings of the Board and the Board resolves that his office be vacated; or
(i) he is removed from office as a Director before the expiration of his period of office (notwithstanding any agreement between the Chamber and him) by Majority Resolution of the Board passed at a meeting of the Board convened by an Officer on at least twenty-one days' notice provided that:
(ii) an Officer may not be removed under this sub-paragraph,
(iii) the Director concerned shall be given at least fourteen days' notice of the matters giving rise to the proposed resolution and shall be given a reasonable opportunity to make and have circulated to the Board written representations and to be heard and represented at the meeting of the Board called to consider the resolution and at any adjournment thereof.
PROCEEDINGS OF THE BOARD
- Subject to the provisions of the Acts, the Constitution and to any directions given by special resolution passed by the Members, the business of the Chamber shall be managed by the Directors who may exercise all the powers of the Chamber. No . alteration of the Constitution and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by the Constitution and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. The Board may convene its own meetings and regulate its own proceedings.
- The quorum for the transaction of the business of the Board may be fixed by the Board and unless so fixed at any other number shall be six provided that of those present a majority are persons from the categories mentioned in clauses (a) (i)-(iii) and (c) of Article 39.
- The Directors may; by power of attorney or otherwise, appoint any person to be the agent of the Chamber for such purposes and on such conditions as they determine.
- The Directors may delegate any of their powers to any committee consisting of at least one Director and such other persons, whether or not Directors, as the Board may think fit. They may also delegate to the Chief Executive or any Executive Director such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of the Directors so far as they are capable of applying.
- In the management of the business of the Chamber the Directors shall ensure that the Council and Committees of the Council are provided with such facilities (including secretarial assistance) as are reasonably required to enable the Council and Committees to carry out their functions and particularly their functions concerning representational matters.
- No Director shall be entitled to remuneration for his services as a Director. The Directors may be paid all expenses properly incurred in connection with the discharge of their duties. The remuneration of the Chief Executive shall be determined by the Board and may combine remuneration for services outside the scope of the ordinary duties of a Director and remuneration for services in discharge of the duties of a Director.
- There shall be a Council as provided in Articles 56-65.
- The functions of the Council shall be to collect, represent and promote the interests, views and opinions of the Members and of the business community generally, interpreting to the best of its ability the true interests of the Chamber and its Members.
- The Council shall comprise:
(a) ex officio
(i) the President
(ii) the Vice-President(s)
(iii) the Immediate Past-President (if any)
(iv) the Chief Executive
(b) such number. of Elected Council Members, as the Members in General Meeting may' determine being not fewer than 12 nor more than 30 and being a multiple of three.
(c) such individuals (whether or not Members or persons connected with a Member and whether or not nominated by some other organisation) as may be co-opted at the discretion of the Council.
(d) such individuals who are Members or persons connected with a Member as may be co-opted by the Council to fill a casual vacancy amongst the Elected Council Members to serve until the Elected Council Member whose place he has filled would have retired.
- No Council Member (except one who is a Director in accordance with these Articles) shall be or be deemed to be or shall act as a director or shadow director of the Chamber.
- No person shall be appointed an Elected Council Member unless:
(a) a notice executed by a Member qualified to vote at a General Meeting has been given to the Chamber in accordance with Article 62 of the intention to propose that person for appointment stating the name and residential and business address of that person and particulars of any Member with whom that person is connected, and the notice shall have annexed to it the written consent of that person to act as an Elected Council Member if appointed; or
(b) he is nominated by the Board.
- At each Annual General Meeting of the Members one-third of the Elected Council Members (or, if this is not a whole number, the nearest whole number) shall retire from office as Elected Council Members, but each shall be eligible for re-election.
- Those to retire under the preceding Article shall be those who have been longest in office since their last appointment or re-appointment, but as between persons who became or were last re-appointed Elected Council Members those to retire shall (unless they otherwise agree amongst themselves) be determined by lot. Those Elected Council Members retiring by rotation may, if proposed in the manner described by Article 59, stand for re-election.
- The notice of the Annual General Meeting referred to in Article 17 shall include a notice of the proposed election with the names of the retiring Council Members. At the same time a list shall be opened in the Secretary's office for Members to nominate individuals who are Members, or persons connected with Members, as Council Members. The list shall be closed eleven clear days before the Annual General Meeting. Members may nominate as many representatives for election to the Council as there are vacancies on it.
- When the number of nominations exceeds the number of vacancies, not less than seven clear days before the date appointed for the Annual General Meeting, a voting paper containing a list of the names of the persons nominated shall be sent by the Secretary to all who are entitled to receive notice of the Meeting. Such voting papers shall be returned to the Secretary of the Chamber signed by or on behalf of the Member voting at least forty-eight hours before the Meeting.
- The votes shall be counted by the Secretary who shall, prior to the commencement of the Annual General Meeting, report to the Chairman the names of those candidates up to the number required to fill the vacancies, who shall be found to have received more votes than any of the other candidates, who shall be deemed to be duly elected. The Chairman shall announce the result of the ballot at the Meeting. In the event of two or more candidates tying for election the Chairman shall exercise a casting vote in private before announcing the result of the ballot.
- An individual holding office as a Council Member shall cease to do so if:
(a) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(b) he is, or may be, suffering from mental disorder and either:
(i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983, or, in Scotland, an application for admission for treatment under the Mental Health (Care and Treatment) (Scotland) Act 2003; or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or guardian or other person to exercise powers with respect to his property of affairs; or
(c) he resigns his office by notice to the Chamber, or
(d) he ceases to be a Member or connected with a Member unless he has been holding office as a Council Member pursuant to Article 57(c); or
(e) he shall for more than nine consecutive months have been absent without permission of the Council from meetings of the Council held during that period and the Council resolves that his office be vacated.
- A Board Meeting shall be held not less than 28 days prior to each Annual General Meeting for the purpose of dealing with the election, re-election or appointment and re-appointment of the President and Vice-President(s) of the Chamber in accordance with Article 67, the nominations for the election of Directors at the Annual General Meeting in accordance with Article 44 and the nominations for the election of Elected Council Members at the Annual General Meeting in accordance with Article 62.
- At the Board Meeting referred to in Article 66 the Directors shall make nominations for the offices of one President and up to two Vice-Presidents. If there is more than one individual nominated for the post of President a vote of the Directors shall be taken to determine the matter in such manner as the Board may decide. If there are more than two individuals nominated for the post of Vice-President a vote of the Directors shall be taken to determine the matter in such manner as the Board may decide.
- The persons nominated for the offices of President and Vice-President(s) must be Members or persons connected with a Member. Their appointments shall be ratified by the Members at the Annual General Meeting following the Board Meeting at which they are nominated, and they shall hold office until the next following Annual General Meeting when they shall automatically retire. For the avoidance of doubt, subject to ratification by the members at the Annual General Meeting at which these Articles are adopted, the persons nominated for the offices of President and Vice-President(s) in the notice convening such Annual General Meeting, shall be appointed to such offices.
- A President who has served for one term only may offer himself for re-appointment for one further term at or before the Board meeting held to discuss the matter. A President who has served the maximum term or who does not offer himself for reelection having served only one term shall automatically assume the office of Immediate Past-President from the conclusion of the Annual General Meeting at which he retires, and shall hold that office until the incumbent President is replaced.
- The notice of the Annual General meeting referred to in Article 17, shall include a notice of the persons nominated by the Directors for election as President and VicePresident(s) and the requirement that their appointments shall be confirmed by resolution of the Members
- An individual who has held office as Immediate Past-President shall not be eligible for election as a Director until at least one year has expired from the date when he ceased to hold office as Immediate Past-President.
- In the case of any vacancy occurring in the office of President then the vacancy shall be filled by the Vice-President or, where there is more than one Vice-President, such of the Vice-Presidents as the Board may determine, who shall cease to be a Vice-President and shall hold office as President for the remainder of the period the person he has succeeded would have continued in office.
- In the case of any vacancy occurring in the office of Vice-President then the vacancy shall be filled by the Board appointing a Vice-President from the Directors and if more than one individual be nominated a vote shall be taken to determine the matter in such manner as the Board may decide. If the vacancy has occurred by reason of a Vice-President taking over the office of President the individual appointed Vice-President shall hold office as Vice-President for the remainder of the period the person he has succeeded would have continued in office and for such further period as his predecessor holds office as President. If the vacancy has occurred for any other reason the individual appointed Vice-President shall hold office as such for the remainder of the period the person he has succeeded would have continued in office.
- Any casual vacancy in the office of Immediate Past-President shall be left unfilled.
- The Chief Executive shall be appointed by the Board for such period, at such remuneration and upon such terms as the Board may think fit, and subject to the terms of any agreement entered into in any particular case, the Board may revoke such appointment.
- In relation to his duties and obligations as a Director of the Chamber, the Chief Executive shall act as managing director and exercise such of the powers of the Board as the Board may from time to time consider desirable to be exercised by the Chief Executive. Any such delegation may be made subject to any conditions the Board may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered.
- In relation to his duties and obligations as a Council Member, the Chief Executive in conjunction with the President and other officers shall be responsible for media relations in connection with representational matters.
- Subject to the provisions of the Acts, the Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit and any Secretary so appointed by the Board may be removed by the Board. The Secretary shall ensure that the documentation of the Chamber is in order, that all returns required by the Acts are duly made, and that the Chamber's own register and records are properly maintained.
- The Board may, at its discretion, upon the application of Members who desire to associate themselves together in a Section with a view to representing the special interests of Members in a particular area on local matters, or of Members in a particular trade or other activity, authorise the formation of a Section.
- The Board of its own volition and without any application may form a Section.
- The Board may recognise as a Section an unincorporated association whose objects are within the powers of the Chamber provided that all its members are Members.
- The Board shall have power to make, alter or revoke Bye-Laws which are not inconsistent with the Memorandum of Association and these Articles and which do not reduce the functions of the Council.
- Without prejudice to the generality of the foregoing, Bye-Laws may be made, altered or revoked in connection with:
(d) Proceedings of the Council
(e) Proceedings of the Board, and
DECLARATIONS OF INTEREST
- A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract (within the meaning of Section 317 of the Act) with the Chamber, or has any other material interest shall declare the nature and extent of this interest to the Board. A Board member having made such a disclosure, shall not be entitled to vote in respect of any contract or arrangement in which he is interested, but may be counted in the quorum present at the meeting at which such contract or arrangement is to be approved.
- For the purposes of Article 84:
(a) a general notice to the Board that a Director is to be regarded as having an interest of the nature and extent specified in the notice of any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified, and
(b) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
- The Board shall cause minutes to be made in books kept for that purpose of all proceedings at General Meetings and meetings of the Council, Board, Sections (if any) and Committees, including the names of Council, Board, Section or committee members present at each such meeting.
- All minutes shall be open to inspection by any Director. Minutes of meetings of the Council, any Section and any Committee shall also be open to inspection by Members.
- The accounting records and any other book or document shall be open to inspection by any Director. No Member shall (as such) have any right of inspecting any accounting records or other book or document of the Chamber except as conferred by statute or authorised by the Board.
- Auditors shall be appointed and their duties regulated in accordance with the Acts.
- Any notice to be given pursuant to the Articles shall be in writing or shall be given using electronic communications to such address as may from time to time be notified for that purpose by the person receiving such notice to the person giving such notice.
- The Chamber may give any notice to a Member, an Honorary Member, or any member of the Council, or the Auditors personally, by electronic communication as aforesaid or by sending it by post in a prepaid envelope addressed to the intended recipient at his registered address or any address supplied to the Chamber for the giving of notice.
- A Member present, either in person or by proxy or by a person connected with a Member, at any General Meeting shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.
- Proof that an envelope containing the notice was properly addressed, prepaid and posted shall be conclusive evidence that notice was given. A notice shall be deemed to be given, if sent by first class post, at the expiration of forty-eight hours after the envelope containing it was posted.
- Subject to the provisions of the Acts, but without prejudice to any indemnity to which he may otherwise be entitled, every Director and the Secretary shall be indemnified out of the assets of the Chamber against any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Chamber.
- The Chamber shall have express power to purchase and maintain for any such Director or the Secretary insurance against any such liability, and if the power is exercised the fact shall be stated in the Directors' Report in accordance with the provisions of the Acts.
- The Chamber shall be wound up voluntarily whenever a special resolution is passed that the Chamber be wound up. Clause 8 of the Memorandum of Association shall have effect as if the provisions of that Clause were repeated in these Articles.