- 29 Subject to the provisions of the Act, the Company Secretary shall be appointed by the Council for such term, at such remuneration upon such conditions as they may think fit; and any Company Secretary so appointed may be removed by them.
- 30 The Council shall cause minutes to be made in books kept for the purpose:
- 30.1 of all appointments of officers made by the Council; and
- 30.2 of all proceedings at meetings of the Association, and of the Council and of committees of the Council, including the names of the Council members present at each such meeting.
- 31 The seal shall only be used by the authority of the Council or of a committee of the Council authorised by the Council. The Council may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Council member and by the secretary or by a second Council member.
- 32 All general meetings other than annual general meetings shall be called extraordinary general meetings.
- 33 The Council may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient Council members to call a general meeting, any Council member or any member entitled to be counted in the quorum and vote at meetings of the Association may call a general meeting.
NOTICE OF GENERAL MEETINGS
- 34 An annual general meeting and an extraordinary general meeting called for at the passing of a special resolution or a resolution appointing a person as a Council member 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 but a general meeting may be called by shorter notice if it is so agreed:
- 34.1 in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
- 34.2 in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the members.
The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.
The notice shall be given to all the members and to the Council members and auditors.
- 35 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
- 36.1 The Chairman, if any, or in his absence some other Council member nominated by the Council members shall preside as chairman of the meeting, but if neither the Chairman nor such other Council member (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Council members present shall elect one of their number to be Chairman and, if there is only one Council member present and willing to act, he shall be Chairman.
- 36.2 If no Council member is willing to act as chairman, or if no council member is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be Chairman.
- 37 The Chairman of the meeting may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a 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 meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
- 38 No business shall be transacted at any meeting unless a quorum is present. Members are entitled to attend and vote upon the business to be transacted. 20 persons entitled to vote upon the business to be transacted shall be a quorum.
- 39 If a quorum is not present within half an hour from the time appointed for a General Meeting the General Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Council may determine; and if at the adjourned General Meeting a quorum is not present within half an hour from the time appointed the numbers present shall be deemed to be a quorum (notwithstanding that there is less than 20).
- 40.1 On a show of hands every individual member of a class entitled to vote and every Representative present in person shall have one vote. On a poll every individual member of a class entitled to vote, present in person or by proxy and every Representative present in person of by proxy shall have one vote. No member or Representative shall vote at any general meeting unless all moneys presently due and payable by him or the corporate member of which he is a representative (as the case may be) to the Association have been paid.
- 40.2 A resolution put to the vote of a meeting shall be decided on 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 of the meeting or;
- (b) by at least two members and/or Representatives having the right to vote at the meeting; and a demand by a person for a member and/or Representative shall be the same as a demand by the member and/or Representative.
- 41 Unless a poll is duly demanded a declaration by the Chairman of the meeting 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 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.
- 42 The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairman of the meeting 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.
- 43 A poll shall be taken as the Chairman of the meeting 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 meeting at which the poll was demanded.
- 44 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a casting vote in addition to any other vote he may have.
- 45 A poll demanded on the election of a Chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the Chairman of the meeting direct not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question for 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 meeting shall continue as if the demand had not been made.
- 46 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 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.
- 47 A resolution in writing executed by or on behalf of each member and/or Representative who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members and/or Representatives.
VOTES OF MEMBERS
- 48 A member of a class entitled to vote in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the Council of the authority of the person claiming to exercise the right to vote shall be deposited at the office not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
- 49 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.
- 49A An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor 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 the directors may approve):"The Association for Petroleum and Explosives Administration
- I, of , being a member/Representative of the above named company, hereby appoint of , or failing him of , as my/our proxy to vote in my/our name and on my/our behalf at the annual/extraordinary general meeting of the company to be held on and at any adjournment thereof.Signed on Date:- ."
- 49B 49B. Where it is desired to afford members and/or Representatives an opportunity of instructing the proxy how he shall act the instrument appointing a proxy 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 the Officers of the Association may approve):"The Association for Petroleum and Explosives Administration
- I, of , being a member/Representative of the above named company, hereby appoint of , or failing him of , as my/our proxy to vote in my/our name and on my/our behalf at the annual/extraordinary general meeting of the company to be held on and at any adjournment thereof. This form is to be used in respect of the resolutions mentioned below as follows:Resolution No 1 *for *against
- Resolution No 2 *for *against* strike out whichever is not desired.Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.Signed on Date:- ."
- 49C The instrument appointing a proxy and any other authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the officers of the Association may:
a) be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any Officer of the Association
and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
- 49D A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the company at the office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.]
- 50 No member shall (as such) have any right of inspecting any accounting recordsor other book or document of the Association except as conferred by statute or authorised by the Council or by ordinary resolution of the Association.
- 51 Clause 7 of the Memorandum of Association of the Association relating to the winding up and dissolution of the Association shall have effect as if the provisions thereof were repeated in these Articles.
- 52 Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of the Council need not be in writing.
- 53 The Association may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. A member whose registered address is not within the United Kingdom or the Channel Islands shall not be entitled to receive any notice from the Association.
- 54 A member present, in person or by proxy or whose Representative is present in person or by proxy, at any meeting of the Association shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
- 55 proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall, be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
- 56 A Notice may be given to the Association or to any Officer or Council member by leaving the same at or by sending it by post in a prepaid envelope to the registered office of the Association.
- 57 Every Officer, Council member or other officer of the Association shall be indemnified out of the assets of the Association against all costs, charges and expenses, losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including but without limitation any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 144 or Section 727 of the Act in which relief is granted to him by the court, and no Officer, Council member or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Association in the execution of the duties of his office or in relation thereto. But this Article shall only have effect insofar as its provisions are not avoided by Section 310 of the Act.
USE OF CORPORATE LOGO
- 58 The logo "APEA" and the statement "working for a safer environment" are trade marks registered with the United Kingdom Intellectual property Office and are the intellectual property of the Association for petroleum and Explosives Administration.
- 59 The trade mark may be used by all ApEA members in connection with their trade, business or profession.
- 60 Use of the trademark denotes membership of the Association.
- 61 On cessation of membership the trade mark may no longer be used.
- 62 Any person who does not have a current membership may not use the trade mark.
- 63 Honorary members are entitled to use the trade mark.
- 64 Use of the trade mark denotes that the member will comply with the Association's Aims and Objectives. It does not imply any level of competence or any degree of expertise.
- 65 The Council of the Association has the right to rescind the use of the trade mark by any member.