APEAAssociation for Petroleum and Explosives Administration

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

SUSPENSION and EXPULSION

4

4.1

If

a)

 

4.2

any member or Representative or, in the case of any partnership which is a Corporate Member, any partner therein shall wilfully refuse or neglect to comply with the provisions of the Memorandum and Articles or Rules of the Association for the time being or shall be guilty of any conduct in the opinion of the Council injurious to the character of the Association and/or to the reputation of the profession or industry or objectionable in any respect, or shall fail to pay any sums owing to the Association on any account within two months of the due date or shall fail to pay his proper personal debts as and when due or shall become bankrupt or compound with his creditors or have a petition presented (whether by him or a third party) for his bankruptcy or an application (whether by him or a third party) made for an interim order in connection with any proposals for a voluntary arrangement or shall go into liquidation (whether voluntary or compulsory) or have an administrator or an administrative receiver appointed over all or any part of its undertaking or assets or shall be dissolved; or

 

 

(b)

a complaint made in writing and signed by five members of the Association shall be lodged with the Hon. Secretary regarding the conduct or behaviour of any member.

 

 

Such matter shall be considered at a meeting of the Council and, at that meeting, should the nature and circumstances of the matter be considered sufficiently serious by the majority of the Council then present, the Council shall instruct the Hon. Secretary to send a notice to the member and/or Representative (as the case may be) in question that the matter will be investigated further at a meeting of the Council and inviting the member and/or Representative (as the case may be) to submit in writing before or at the meeting any explanation or defect he may think fit. The member and/or Representative (as the case may be) in question shall be given at least seven days notice of the date, time and place of the meeting provided that the meeting may be held on shorter notice if the member and/or Representative (as the case may be) in question agrees. The member and/or Representative (as the case may be) shall also be entitled to be present, with an agent or representative if he so desires, at the meeting for the purpose of putting his case and after the member and/or Representative (as the case may be) in question has withdrawn or if he has refused or neglected to attend the Council shall take such decision as it thinks fit including without limitation:

 

 

(i)

to impose a fine and/or other sanction and in the case where the person in question is a Representative to impose such fine and other sanction on the Representative and/or upon the Corporate Member he represents.

 

 

(ii)

to suspend the member (or in the case of a Representative, the Corporate Member he represents) for all or such of the privileges of membership as it thinks fit for such a period and subject to such conditions as it thinks fit. Such suspension shall be without prejudice to the continuing responsibility of such member (or in the case of a Representative, the Corporate Member he represents) to pay subscription or other fees as and when they fall due and otherwise to comply with the provisions of the Memorandum and Articles and Rules of the Association;

 

 

(iii)

to expel the member (or in the case of a Representative, the Corporate Member he represents) provided that the expulsion can only take place if three quarters of the Council vote in favour of expulsion;

 

 

(iv)

in a case where the person whose conduct is under consideration is a Representative to terminate (for such period and subject to such conditions as Council thinks fit) forthwith his ability to act as a Representative of the Corporate Member he hitherto represented but without prejudice to the ability of the Corporate Member to appoint a further Representative (for such period and subject to such conditions as Council thinks fit).

 

 

The Council may take such steps as it thinks fit in connection with the enforcement of its decision including without limitation notifying members in such manner and to such extent as it thinks fit of the decision. For the avoidance of doubt when any disciplinary proceedings are taking place in respect of any Corporate member and/or Representative, both the Corporate Member and its Representative shall receive all notices required under the procedure and shall be entitled to be separately present, with a respectable agent or representative, if desired at the relevant Council meeting. Save as specifically set out in these Articles, the manner of dealing with disciplinary matters shall be entirely within the discretion of the Council.

 

4.3

No person who has resigned in consequence of a recommendation from the Council or been expelled from the Association or who has ceased upon recommendation of the Council and/or had his ability to act as a Representative terminated shall (save as otherwise permitted by Council) be introduced as a visitor or again admitted to the property and/or functions, courses and other events of the Association or again (save as otherwise permitted by Council) be appointed as a Representative of any Corporate Member on any pretext whatsoever and no person suspended from any of the rights and privileges of membership shall (save as otherwise permitted by Council) (during the period of such suspension) be admitted (as a visitor or otherwise) to the benefit of the rights and privileges from which he has been suspended.

5

 

The rights, privileges and liabilities of every member shall be personal to himself, and they shall not be transferable or transmissible by his own act or by operation of Law, and shall cease upon his death and/or dissolution. Such rights, privileges and obligations shall be subject to these Articles and may be varied or abrogated by any cancellation of or alterations or additions to these Articles without any sanction, approval, consent or resolution by any individual or class or anything in addition to a Special Resolution passed at a General Meeting, whether those rights or obligations are or shall be defined or secured by these Articles or by the by-laws or by any other means whatsoever, and this provision shall not in any way limit the powers given by the Article of Association or any other method by which such rights or obligations may be varied or abrogated.

6

 

Any member expelled in accordance with these Articles or otherwise ceasing to be a member of the Association shall forfeit all right to or claim upon the Association or its property or funds and all rights and privileges of membership but he shall not be freed from his liability as provided by the Memorandum of Association nor from his liability for payment of subscription and/or other fees in arrear or any other debts or liabilities to the Association then outstanding or from payment of instalment and other monies due to the end of the current subscription year.

OFFICERS and COUNCIL

7

 

The Officers of the Association shall consist of a Chairman, Vice-Chairman, Immediate Past Chairman, Hon. Secretary, Hon. Treasurer and Editor of the Bulletin.

8

8.1

The Council of the Association shall consist of the Officers of the Association, and not more than four other members of the appropriate classes elected in accordance with these Articles together with a Branch representative for each Branch appointed in accordance with Article 8.2. Five members of the Council (whether or not any Officers are present) shall be a quorum at a Council meeting. Unless the context otherwise requires, references in these Articles to Council members shall be deemed to include a reference to Officers and Branch representatives (who shall function as full members of Council).

 

8.2

Each Branch of the Association established in accordance with Article 10 shall be entitled from time to time by an instrument in writing under the hand of its Secretary delivered at the registered office of the Association to appoint any Member of an appropriate class of the Branch in accordance with its constitution and of a class of the Association which is entitled to be elected to Council (including without limitation a Representative of a Corporate Member) as its representative on the Council and to appoint a person to be representative in place of any such representative or of any representative succeeding immediately or mediately to his place and in a similar manner to remove any representative so appointed.

POWERS OF COUNCIL

9

 

Subject to the provisions of the Act, the Memorandum and the Articles and Rules and or any directions given by special resolution, the affairs of the Association shall be managed by the Council who may exercise all the powers of the Association. No alteration of the Memorandum or Articles or Rules and no such direction shall invalidate any prior act of the Council 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 Council by the Articles, and a meeting of the Council at which a quorum is present may exercise all powers exercisable by the Council. In particular but without limitation to the general powers conferred upon them the Council shall have power:

 

9.1

To use and dispose of, sell or invest all the property or funds of the Association, subject to the provisions of Article 51.

 

9.2

To exercise all the powers (express or implied) of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

 

9.3

To make regulations as to the conduct of members in relation to one another, the Association's services and/or the premises.

 

9.4

To make regulations as to the subscription classes, payment of fees and other financial matters generally.

 

9.5

To make alter and repeal such rules (in these Articles referred to as "Rules") as they deem necessary or expedient or convenient for the proper conduct and management of the Association provided that the Council shall not be required to deal with any particular matter or matters in the Rules and shall be entitled generally to manage the affairs of the Association without making Rules and that no objection may be made to any decision, ruling, regulation or other matter prescribed by the Council on the basis that it should have been dealt with by the making, alteration and/or repeal of Rules.

 

9.6

To provide for the establishment of branches of the Association (including without limitation by the affiliation to the Association of regional groups). Branches so established shall elect such Officers and Committee as they deem necessary and shall promote rules for the conduct of their own business provided that such rules shall be subject to approval of Council and must provide that no one can be a member of the branch unless he is a member of the Association and that any member of the branch shall cease to be a member of the branch forthwith upon his ceasing to be a member of the Association.

 

9.7

To prescribe expand define or otherwise more fully particularise the qualifications mode of election rights privileges and obligations of members and the procedures relating thereto and the subscriptions and other fees payable by members.

10

10.1

The Council may, by power of attorney or otherwise, appoint any person to be the agent of the Association for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

 

10.2

The Association may delegate any of their powers to any committee consisting of one or more members of the Association of any class (whether or not entitled to be elected to the Council itself) not necessarily being Council members. Any such delegation may be made subject to any conditions the Council 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 Council so far as they are capable of applying. Subject to any conditions imposed by Council, a committee appointed pursuant to this Articles shall have power to co-opt persons (whether or not members of the Association) for such purposes and such period of time as it deems necessary.

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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