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
THE ASSOCIATION FOR PETROLEUM and EXPLOSIVES ADMINISTRATION
(as amended by Special Resolutions dated 20 April 1998)
- 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.
- 3.1 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.
(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.
(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).
- 3.3.1 Members:
- 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:-
SUSPENSION and EXPULSION
- 4.1 If
a) 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.
- 4.2 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.
- 4.1 If
- 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.
- 8.1 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.
- 10.1 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.
- 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.
- 11.2.1 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
- 12.5.1 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 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.
- 14.1 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.