APEAAssociation for Petroleum and Explosives Administration

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Rules 1 : Rules 2 : Rules 3 : Rules 4 : Rules 5

THE COMPANIES ACT 1985 COMPANY LIMITED BY GUARANTEE

and not HAVING A SHARE CAPITAL

A R T I C L E S O F A S S O C I A T I O N

of

THE ASSOCIATION FOR PETROLEUM and EXPLOSIVES ADMINISTRATION

(as amended by Special Resolutions dated 20 April 1998)

PRELIMINARY

1.

The Regulations contained or incorporated in Table A in the Schedule to The Companies (Table A to F) Regulations 1985 as amended by The Companies (Tables A to F) (Amendment) Regulations 1985 (hereinafter referred to as "Table A") shall not apply to the Company.

2.

In these regulations -

"the Act" means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.

"the Articles" mean the articles of the Company.

"the Association" means the Association for Petroleum and Explosives Administration.

"clear days" in relation to the period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

"corporate body" means a company, firm (other than a sole trader), organisation, government department, local and/or statutory authority or unincorporated association and includes without limitation any member of the Association and/or of the unincorporated association known as The Association for Petroleum and Explosives Administration who is not an individual.

"Council" means the Council for the time being of the Association.

"executed" includes any mode of execution.

"office" means the registered office of the Company.

"Relevant Legislation" means the Petroleum and Explosives Acts The Health & Safety at Work etc Act and associated legislation and all other legislation (whether primary or subordinate) relating in any way whatsoever to petroleum and/or explosives and/or activities and/or administration in relation to any such products.

"Representative" means a person appointed to represent a Corporate Member in accordance with Article 3.3.5.

"the seal" means the common seal of the Company.

"secretary" means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary and does not mean the Hon. Sec. in his capacity as Hon. Sec alone.

"the United Kingdom" means Great Britain and Northern Ireland.

Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the Company.

3

3.1

The subscribers to the Memorandum of Association, members at the date of incorporation of the unincorporated association known as the Association for Petroleum and Explosives Administration whose assets and liabilities are to be taken over by the Association following incorporation, and such other persons as are admitted to membership in accordance with these Articles shall on incorporation become members of the Association. Save where formally elected or transferred to another class and save in the case of any corporate body (all of which shall become Corporate Members of the Association), members of the unincorporated association shall on incorporation become members of the same class in the Company as the class of which they were members in the unincorporated association. A member may at any time withdraw from the Association by giving at least seven clear days notice to the Association. Unless such notice expires before the end of the then current financial year of the Association, the member shall be liable to pay his subscription for the following year.

 

3.2

3.2.1

(a)

No person shall be admitted to any class of membership unless he is approved by the Council and complies with the relevant requirements for the class of which he has applied to become a member. Council alone may admit people as Members or Retired Members .

 

 

 

(b)

No person may apply to become an Honorary or Fellow Member.

 

 

3.2.2

Save as provided in article 3.2.1(b) every candidate for membership shall make application in writing on the form from time to time prescribed by the Council for the purpose. This duly completed application form must be submitted to the Council bearing the signature of the applicant and such declaration on his part as may from time to time be prescribed by the Council. The submission of an application form shall be a distinct acknowledgement of the acceptance of and acquiescence in and agreement to be bound by the Memorandum and Articles of Association including without limitation any regulations and/or Rules made pursuant to Article 9 forthwith upon the election of the applicant to membership.

 

3.3

 

There shall be the following categories of membership:

 

 

3.3.1

Members

 

 

 

(1)

Any person who is or has been an "Authorised Officer" within the meaning of the Relevant Legislation; or

 

 

 

(2)

Any person who is or has been concerned with the safe handling, storage or distribution of substances falling within the Relevant Legislation.

 

 

 

Members shall have all the rights and privileges of membership and without limitation shall be entitled to receive notice of and attend meetings of the Association and to be counted in the quorum at and to vote at those meetings and to be elected Officers and/or to the Council.

 

 

3.3.2

Fellow Members

 

 

 

Any Member or Retired Member nominated by the Council and duly elected to this class at an Annual General Meeting in recognition of exceptional service rendered on behalf of the Association. Fellow Members have all the rights and privileges of Membership and shall be entitled to receive notice of, attend, be counted in the quorum and vote at meetings of the Association and to be elected Officers and/or to the Council. No person may be elected a Fellow Member save on nomination of the Council. For the avoidance of doubt it is declared that Fellow Members shall be liable (without limitation) for membership subscriptions unless they were Fellow Members of the unincorporated association known as The Association for Petroleum and Explosives Administration.

 

 

3.3.3

Honorary Members

 

 

 

Any person (whether or not previously a member of any class of the Association) nominated by the Council and duly elected to the this class at an Annual General Meeting. Honorary Members have all the rights and privileges of membership without the requirement for payment of annual subscriptions. Honorary Members shall be entitled to receive notice of, and to attend but not to be counted in the quorum and vote at meetings of the Association nor to be elected Officers and/or to the Council. No person may be elected an Honorary Member save on nomination by the Council.

 

 

3.3.4

Retired Members

 

 

 

Any Member or Fellow Member who has ceased to be an "Authorised Officer" within the meaning of the Relevant Legislation or who has ceased on a day to day basis to be concerned with the safe handling storage or distribution of substances falling within the Relevant Legislation may become a Retired member. Retired Members shall have all the rights and privileges of membership including being entitled to receive notice of and attend but not to be counted in the quorum and vote at meetings of the Association nor to be elected Officers and/or to the Council.

 

 

3.3.5

Corporate Members

 

 

 

Any corporate body which is or has been concerned with the safe handling, storage or distribution of substances falling within the Relevant Legislation.

 

 

 

A corporate body cannot be a member of any class other than that of Corporate Members. Corporate Members shall have all the rights and privileges of membership subject as follows:

 

 

 

(a)

On becoming a member and at each Annual General Meeting thereafter a Corporate Member must nominate in writing a Representative. The written nomination of the Representative must be signed by or on behalf (other than by the Representative so nominated) of the corporate body and deposited at the registered office of the Association or at such other place as is specified in the notice of Annual General Meeting not less than 48 hours before the time for holding the meeting. Each nomination takes effect from and including the Annual General Meeting. If no nomination of a Representative is submitted by a Corporate Member in accordance with this Article prior to the Annual General Meeting that Corporate Member shall not have a representative for the purpose of these Articles unless and until a written nomination of a Representative signed as aforesaid is deposited at the registered office of the Association. Any nomination of a Representative shall be effective only up to (but not including) the next following Annual General Meeting and the immediately preceding Representative of a Corporate Member shall not be entitled to act as the Representative of that Corporate Member at the Annual General Meeting following his appointment or thereafter even if the Corporate Member in question has failed to appoint a new Corporate Representative. A Corporate Member shall be entitled from time to time by written nomination completed and deposited in accordance with this Article to appoint a person to be a Representative in place of its original Representative or of any Representative succeeding immediately or immediately to his place and in a similar manner to remove a Representative so appointed provided that as regards the ability to attend and vote at any General Meetings of the Association any such appointment and/or removal shall only be effective as regards any General Meetings convened for not less than 48 hours after the time at which such nomination is deposited in accordance with this Article.

 

 

 

(b)

The nomination of a Representative shall be in writing executed by or on behalf of the Corporate Member and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which Council may approve) -

"We of being Corporate Members of The Association for Petroleum and Explosive Administration hereby [remove ] and appoint as our Representative.

Signed

On behalf of

Dated

 

 

 

(c)

A Representative of a Corporate Member shall be entitled to attend be counted in the quorum and vote at meetings of the Association and to be elected to the Council (but not merely by virtue of his capacity as a Representative to become an Officer of the Association). A Corporate Member shall be entitled to receive notice of meetings of the Association but shall not (save as provided in this Article through its Representative) be entitled to attend be counted in the quorum or to vote at meetings of the Association or to be or to have any of its employees agents and/or officers elected Officers and/or to the Council (but without prejudice to any rights available to any such persons pursuant to any membership of the Association in their own right).

 

 

 

(d)

A Corporate Member shall be entitled to receive five copies of "The Bulletin", to only one place at Member's rates at functions and courses and other events (without limitation (subject to the arrangements for the particular function course or other event) to the number of places which may be taken up at non-members rates).

 

 

 

(e)

A Representative may be a member of the Association in his own right and any restrictions applicable to his position as a Representative shall not restrict any rights he may have by virtue of his membership in his own right. In particular he may as a member in his own right (but not by virtue of being a Representative) be elected an Officer and at any General meetings of the Association shall (for so long as he is both a Representative and a member in his own right) have two votes (but shall only count as one member for the purpose of calculating whether a quorum is present), one in his capacity as a member and one as Representative. Any person who is both a member in his own right and a Representative shall only be entitled to hold one position on the Council (whether as an ordinary member or a Representative) and to have only one vote at meetings of the Council. No person may be the Representative for more than one Corporate Member at any one time and any purported nomination by any Corporate Member of a Representative who already is the Representative for another Corporate Member shall as regards such appointment be of no effect (but without prejudice to the validity of any removal of any existing Representative contained within any such nomination so that in such circumstances the Corporate Member making such nomination may for the time being not have any Representative).

 

3.4

A Member of the Association, other than an Honorary Member, shall be entitled to indicate his membership by appending to his name such one of the following abbreviated designations as is applicable to his class of membership:-

Fellow Member F.A.P.E.A. ; Member or Retired or Corporate Member M.A.P.E.A.

Rules 1 : Rules 2 : Rules 3 : Rules 4 : Rules 5

PO Box 106, Saffron Walden, CB11 3XT, Essex, United Kingdom

Telephone: 0345 603 5507 | Fax: 0345 603 5507 | email: admin@apea.org.uk linkedin

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