APEAAssociation for Petroleum and Explosives Administration

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

ELECTIONS

11

11.1

An ordinary member of the Council may be elected an officer of the Association (other than Immediate past Chairman). In the event that an ordinary member of the Council (including without limitation a branch representative) is so elected he shall retire as an ordinary member of the Council at the Annual General Meeting at which he is so elected.

 

11.2

11.2.1

At every Annual General Meeting the Officers and all members of Council (other than branch representatives) shall retire

 

11.2.2

The retiring Officers and ordinary members of the Council shall be eligible for re-election to any of the Offices or as Council members.

 

11.2.3

If not reappointed, an Officer and/or Council member retiring in accordance with this Article 11 shall retain office until the Annual General Meeting appoints someone in his place, or if it does not do so, until the end of the meeting.

 

11.3

At least two months before the date of the Annual General Meeting all members entitled to nominate members of Council shall be notified of the names of the retiring Officers and ordinary members of the Council and shall be asked to submit nominations for new Officers and members of Council. No one may be nominated to stand as Immediate Past Chairman and there shall be no election for that Office which shall be filled automatically by the person who was Chairman of the Association immediately before the present Chairman unless such person is no longer a member of the Association in which event there shall for so long as that remains the position be no immediate Past Chairman of the Association. 

12

Subject as hereinbefore provided, the election of Officers and the members of the Council, shall take place in the following manner:

 

12.1

The first members of the Council shall consist of the subscribers to the Memorandum of Association being all the members of the Council of the unincorporated association known as "the Association for Petroleum and Explosives Administration" (hereinafter referred to as "the unincorporated Council") at the date of subscription (including without limitation persons who are members of Council by virtue of being branch representatives). Where the subscribers are Officers of the unincorporated Association they shall forthwith on formation of the Association hold identical Office with identical title in the Association.

 

12.2

Any two members of any class of the Association or the Council (under the hand of any authorised member of the Council) shall be at liberty to nominate any other member entitled pursuant to these Articles to be elected to the Council to serve as an Officer (other than Immediate Past Chairman) or Council member, having previously received his assent. Nominations shall be in the form from time to time prescribed by the Council.

 

12.3

The name of each member so nominated together with the names of his proposer and seconder shall be sent in writing by post or electronically to the secretary not later than four weeks before the Annual General Meeting.

 

12.4

If there is one nomination for any office or four nominations for Council members then those nominated shall be elected to post.

If there is more than one nomination for any office or more than four nominations for membership of the Council election for those positions where there are more candidates than the number of vacancies the election shall be by ballot and balloting lists shall be prepared containing the names of the candidates for each office and/or for ordinary membership of the Council (as appropriate) in alphabetical order.

Any ballot shall be carried out in accordance with the rule 12.5.1

 

12.5

12.5.1

Each member of the Association shall be entitled to one vote in respect of each contested election for an officer and to four votes for the Council. Members may only cast one vote for each candidate but are not obliged to excercise all their options. The votes shall be returned to the Honorary Secretary not later than 2 weeks before the AGM electronically.

 

12.5.2

The candidate for each Office who receives most votes shall be elected.

 

12.5.3

As regards members of the Council (other than Officers) the candidates (up to four) who shall receive most votes shall be elected.

 

12.5.4

12.5.4 All matters relevant to the election of Officers and/or Council members not specifically dealt with in these Articles shall be dealt with in such manner as the Council shall from time to time decide.

 

12.6

If any candidate for an Office after being elected declines before having taken up office (which for the purpose of this Article shall mean at any time prior to the first meeting of the Council following the Annual General Meeting) to serve, the candidate for that Office (if any) who has the next largest number of votes shall be deemed to be elected. If any candidate for ordinary membership of the Council after being elected declines before having taken up office, (which for the purposes of this Article shall mean at any time prior to the first meeting of the Council following the Annual General Meeting) to serve, the candidate for the Council (if any) who has the highest number of votes of those not already elected shall be deemed to be elected.

 

12.7

Council may appoint a person who is willing to act to be an Officer or an ordinary member of the Council either to fill a vacancy or as an additional ordinary member of the Council provided that the appointment does not cause the number of ordinary members of Council (excluding Officers and branch representatives) to exceed four.

 

12.8

If two or more candidates obtain an equal number of votes and there are only sufficient vacancies for the post in question for one of them to be elected, the Chairman shall have a casting vote.

 

12.9

Nominees shall be declared elected without a ballot in the following cases:

 

12.9.1

Where there is only one nominee for an Office

 

12.9.2

Where the number of nominees for ordinary members of the Council does not exceed four.

13

Council members and Office holders shall vacate Council membership or Office (as the case may be) if:

 

13.1

he ceases to be such by virtue of any provision of the Act or he becomes prohibited by law from being a Director; or

 

13.2

he becomes bankrupt or makes any arrangement or composition with his creditors generally, 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 have a petition presented (whether by himself or a third party) for his bankruptcy or an application (whether by himself or a third party) made in connection with any proposals for a voluntary arrangement and in any such case the Council resolves that it does not wish him to continue in Office or as a Council member (as the case may be), or;

 

13.3

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 under the Mental Health (Scotland) Act 1960, 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 other person to exercise powers with respect to his property or affairs; or

 

13.4

he resigns his office by notice to the Association; or

 

13.5

he shall for more than six consecutive months have been absent without permission of the Council from Council meetings held during that period and the Council resolve that his office be vacated; or

 

13.6

he ceases for any reason to be a member of a class which is entitled to be elected to the Council save that if he is an ordinary member of Council (and not an Officer) and continues to be the Representative of a Corporate Member he may continue to be an ordinary member of Council for so long as he is a Representative unless he otherwise ceases to be an ordinary member of Council pursuant to the Act and/or any other provision of these Articles and/or otherwise howsoever); or

 

13.7

if he is a Representative, he ceases to be the Representative for the Corporate Member that nominated him as its Representative and/or if the Corporate Member for which he is Representative ceases for any reason to be a member of the Association save that in either such circumstances he may (if he is a member of a class of the Association entitled to be elected an Officer or Council Member in his own right to continue to hold office (whether as an ordinary member of Council or as an Officer) until he ceases to be a member of any such class or until he otherwise ceases to be an Officer or ordinary member of Council pursuant to the Act and/or any other provision of these Articles and/or otherwise howsoever; or

 

13.8

if he is a branch representative, if he ceases to be representative of his branch or ceases to be a member of his branch or his branch ceases for any reason to be a branch of the Association; or

 

13.9

he is removed by extraordinary resolution passed at a general meeting of the Association.

14

14.1

Members of Council (including Officers and Branch Representatives) shall be entitled to such remuneration as the Association may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.

 

14.2

Subject to the provisions of the Act, Council may appoint one or more of their number to any executive office under the Association and may enter into an agreement or arrangement with any Council Member for his employment by the Association or for the provision by him of any services outside the scope of the ordinary duties of a Council Member. Any such appointment, agreement or arrangement may be made upon such terms as the Council determine and they may remunerate any such Council Member for his services as they think fit. Any appointment of a Council Member to an executive office shall not terminate merely by virtue of his ceasing to be a Council Member.

15

Save as in these Articles otherwise expressly provided any member of an appropriate class may be appointed or elected as an Officer or Council member whatever may be his age and no Officer or Council member shall be required to vacate his office by reason of his attaining or having attained the age of seventy years or any other age.

16

The Council shall be entitled to co-opt any person or persons (whether or not a member of the Association) to assist them in any particular matter relating to the management of the Association.

17

Meetings of the Council shall be convened by the Secretary at the request of the Chairman or of a majority of Council Members.

18

Council members may be paid all travelling, hotel, and other expenses properly incurred by them in connection with the discharge of their duties including without limitation in connection with their attendance at Council or Committee meetings or general meetings of the Association.

19

Subject to the provisions of the Act, and provided that he has disclosed to the Council the nature and extent of any material interest of his, a Council member notwithstanding his office:

 

19.1

may be a party to, or otherwise interested in, any transaction or arrangement with the Association or in which the Association is otherwise interested;

 

19.2

may be a director other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Association or in which the Association is otherwise interested; and

 

19.3

shall not, by reason of his office, be accountable to the Association for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

20

For the purposes of Article 19:

 

20.1

a general notice given to the Council that a Council member is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Council member has an interest in any such transaction of the nature and extent so specified and;

 

20.2

an interest of which a Council member has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

21

The Council may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Council member who has held but no longer holds any executive office or employment with the Association or with any body corporate which is or has been a subsidiary of the Association or a predecessor in business of the Association or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

22

Subject to the provisions of the articles, the Council may regulate their proceedings as they think fit. It shall not be necessary to give notice of a meeting to a Council member who is absent from the United Kingdom or Channel Islands. Save as otherwise in these Articles expressly provided, questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote.

23

The continuing Council members or a sole continuing Council member may act notwithstanding any vacancies in their number, but, if the number of Council members is less than the number fixed as the quorum, the continuing Council members or Council member may act only for the purpose of filling vacancies in accordance with Article 12.7 or of calling a general meeting.

24

Unless he is unwilling to do so, the Chairman so appointed shall preside at every meeting of the Council at which he is present. But if there is no person holding that office, or if the Chairman is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Council members present may appoint one of their number to be chairman of the meeting.

25

All acts done by a meeting of the Council, or of a committee of the Council, or by a person acting as a Council member shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Council member or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Council member and had been entitled to vote.

26

A resolution in writing signed by all the Council members entitled to receive notice of a meeting of the Council or of a committee of the Council shall be as valid and effectual as if it had been passed at a meeting of the Council or (as the case may be) a committee of the Council duly convened and held and may consist of several documents in the like form each signed by one or more Council members.

27

Council members may vote at any meeting of the Council or of any committee of the Council on any resolution notwithstanding that it in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever, and, if he votes on any such resolution, his vote shall be counted; and, in relation to any such resolution, he shall (whether or not he votes on the same) be take into account in calculating the quorum present at the meeting.

28

If a question arises at a meeting of the Council or of a committee of the Council as to the right of a Council member to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Council member other than himself shall be final and conclusive.

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

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