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. On 25^th May 1988, the Association was registered at Companies House as a Private Limited Company by guarantee without share capital use of ‘Limited’ exemption. The association was registered as Company number 02261660 and the office address was registered as 46 St Nicholas Street, Ipswich, Suffolk, IP1.
• 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 Regulations, 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. “Corporate 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 Association or any other person appointed to perform the duties of the secretary of the Association, including a joint, assistant or deputy secretary and does not mean the Hon. Sec. in their 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.

Membership of the Association for Petroleum and Explosives Administration

• 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.
  • 3.2 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.
    • 3.2.1 No person may apply to become an Honorary or Fellow Member.
    • 3.2.2 Save as provided in article 3.2.1 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.
    • 3.2.3 Membership Year and Subscription Payment: the membership year shall be a rolling 12- month period from the original date of joining the Association. Membership is maintained once full payment has been made through the Association Website. Members shall pay the subscription dependent upon the category of membership being renewed. These rates will be reviewed by Council annually and apply from 1^st January of each year and will be displayed on the Association website and e-commerce platform.
  • 3.3 Categories of Membership
    • 3.3.1 Member: Any person who is or has been an “Authorised Officer” within the meaning of the Relevant Legislation; or any person who is or has been concerned with the safe handling, storage or distribution of substances falling within the Relevant Legislation may become a member.
      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 this class at an Annual General Meeting. Honorary Members have restricted 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 of a branch 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 restricted 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 of a branch or to the Council.
    • 3.3.5 Corporate Members and Corporate Representatives: Any corporate body which is or has been concerned with the safe handling, storage or distribution of substances falling within the Relevant Legislation may become a Corporate Member.
      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: On becoming a member and at each Annual General Meeting thereafter a Corporate Member must nominate in writing a Corporate Representative. The written nomination of the Corporate Representative must be signed by or on behalf (other than by the Corporate 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 Corporate 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 Corporate Representative for the purpose of these Articles unless and until a written nomination of a Corporate Representative signed as aforesaid is deposited at the registered office of the Association. Any nomination of a Corporate Representative shall be effective only up to (but not including) the next following Annual General Meeting and the immediately preceding Corporate Representative of a Corporate Member shall not be entitled to act as the Corporate 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 Corporate Representative in place of its original Corporate Representative or its current Corporate Representative. A Corporate Member may remove its Corporate Representative by written nomination completed and deposited in accordance with this Article. 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.
      • 3.3.5.1 The nomination of a Corporate 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 (name of Corporate Member), Corporate Members of The Association for Petroleum and Explosive Administration hereby appoint as our Corporate Representative or remove (name of Corporate Representative) and appoint in his place (name of new Corporate Representative) as Corporate Representative. Signed On behalf of (name of Corporate Member) Dated.
      • 3.3.5.2 A Corporate Representative of a Corporate Member shall be entitled to attend, be counted in the quorum and vote at meetings of the Association. A Corporate Representative may be elected to any position in their branch committee except Branch Representative who must be a member in his own right. A Corporate Representative may not be elected to Council as an Officer of the Association or member of Council.
      • 3.3.5.3 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). 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 Corporate 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 of their branch or to the Council unless they are members in their own right.
      • 3.3.5.4 A Corporate Representative may be a member of the Association in his own right and any restrictions applicable to his position as a Corporate 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, be elected an Officer of a branch or a member of Council. No person may be the Corporate Representative for more than one Corporate Member at any one time and any purported nomination by any Corporate Member of a Corporate Representative who already is the Corporate 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 Corporate 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 Corporate Representative).
    • 3.3.6 Affiliated Association will be nominated by the Council and duly elected to this class of membership at an Annual General Meeting. Affiliated Association shall have all the rights and privileges of membership without the requirement for payment of annual subscriptions. Affiliated Association 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.
  • 3.4 Membership designations
    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.

Suspension and Expulsion of a member of the Association

• 4
  • 4.1 Any member or Corporate 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
    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.
  • 4.2 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 Corporate 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 Corporate 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 Corporate 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 Corporate Representative (as the case may be) in question agrees. The member and/or Corporate 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 Corporate 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:
    • 4.2.1 to impose a fine and/or other sanction and in the case where the person in question is a Corporate Representative to impose such fine and other sanction on the Corporate Representative and/or upon the Corporate Member he represents.
    • 4.2.2 to suspend the member (or in the case of a Corporate 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 Corporate 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;
    • 4.2.3 to expel the member (or in the case of a Corporate 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:
  • 4.3 in a case where the person whose conduct is under consideration is a Corporate Representative to terminate (for such period and subject to such conditions as Council thinks fit) forthwith his ability to act as a Corporate Representative of the Corporate Member he hitherto represented but without prejudice to the ability of the Corporate Member to appoint a further Corporate Representative (for such period and subject to such conditions as Council thinks fit).
  • 4.4 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 Corporate Representative, both the Corporate Member and its Corporate 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.
  • 4.5 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 Corporate 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 Corporate 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.

Members Rights, Privileges and Liabilities

• 5
  • 5.1 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.
  • 5.2 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

• 6
  • 6.1 The Officers of the Association shall consist of a Chairman, Vice-Chairman, Immediate Past Chairman, Hon. Secretary, Hon. Treasurer and Editor of the Bulletin.
  • 6.2 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 6.3. 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).
  • 6.3 Branch Representative: each Branch of the Association established in accordance with these Articles 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 as its Branch Representative on the Council. The branch may appoint a person, who is entitled to be elected to Council, to be Branch Representative in place of any such Branch Representative. A Branch may, in a similar manner, remove a Branch Representative.

Powers of Council

• 7
  • 7.1 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:
  • 7.2 To use and dispose of, sell or invest all the property or funds of the Association, subject to the provisions of these Articles.
  • 7.3 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.
  • 7.4 To make regulations as to the conduct of members in relation to one another, the Association’s services and/or the premises.
  • 7.5 To make regulations as to the subscription classes, payment of fees and other financial matters generally.
  • 7.6 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.
  • 7.7 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.
  • 7.8 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.
  • 7.9 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.
  • 7.10 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.

Election of Officers and Members of the Council

• 8
  • 8.1 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.
  • 8.2 At every Annual General Meeting the Officers and all members of Council (other than branch representatives) shall retire
  • 8.3 The retiring Officers and ordinary members of the Council shall be eligible for re-election to any of the Offices or as Council members.
  • 8.4 If not reappointed, an Officer and/or Council member retiring in accordance with this Article 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.
  • 8.5 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.

Procedures for Election of Officers and Members of the Council

• 9
  • 9.1 Subject as previously provided, the election of officers and the members of the Council, shall take place in the following manner:
    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.
  • 9.2 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.
  • 9.3 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.
  • 9.4 If there is one nomination for any office or four nominations for Council membership, 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.
  • 9.5 Any ballot shall be carried out in accordance with these Articles.
    • 9.5.1 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 exercise all their options. The votes shall be returned to the Honorary Secretary not later than 2 weeks before the AGM electronically.
    • 9.5.2 The candidate for each Office who receives most votes shall be elected.
    • 9.5.3 As regards members of the Council (other than Officers) the candidates (up to four) who shall receive most votes shall be elected.
    • 9.5.4 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.
    • 9.5.5 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.
    • 9.5.6 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.
    • 9.5.7 Nominees shall be declared elected without a ballot where there is only one nominee for an Office or where the number of nominees for ordinary members of the Council does not exceed four.

Removal of Council Officers and Members

• 10
  • 10.1 Council members and Office holders shall vacate Council membership or Office (as the case may be) if: he ceases to be such by virtue of any provision of the Act or he becomes prohibited by law from being a Director; or
  • 10.2 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;
  • 10.3 he is, or may be, suffering from mental disorder and
    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 (Care and Treatment) (Scotland) Act 2003 or
  • 10.4 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
  • 10.5 he resigns his office by notice to the Association; or
  • 10.6 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
  • 10.7 he ceases for any reason to be a member of a class which is entitled to be elected to the Council; or
  • 10.8 he is a Corporate Representative who does not have individual membership; or
  • 10.9 if a branch representative 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
  • 10.10 he is removed by extraordinary resolution passed at a general meeting of the Association.
  • 10.11 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.

Remuneration of Council Members

• 11
  • 11.1 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.
  • 11.2 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.

Co-option of a Council Member

• 12
  • 12.1 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.

Meetings of the Council

• 13
  • 13.1 Meetings of the Council shall be convened by the Secretary at the request of the Chairman or of a majority of Council Members.

Expenses

• 14
  • 14.1 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.

Conflict of Interest

• 15
  • 15.1 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:
  • 15.2 may be a party to, or otherwise interested in, any transaction or arrangement with the Association or in which the Association is otherwise interested
  • 15.3 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
  • 15.4 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.
  • 15.5 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;
  • 15.6 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.

Council Membership Benefits

• 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.
  • 16.1 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.

Council Proceedings

• 17
  • 17.1 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.
  • 17.2 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 or of calling a general meeting.
  • 17.3 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.
  • 17.4 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.
  • 17.5 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.
  • 17.6 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 taken into account in calculating the quorum present at the meeting.
  • 17.7 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.

Company Secretary

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  • 18.1 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.

Minutes

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  • 19.1 The Council shall cause minutes to be made electronically or in books kept for the purpose of all appointments of officers made by the Council; and 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.

The Seal

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  • 20.1 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.

General Meetings

• 21
  • 21.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.
  • 21.2 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

• 22
  • 22.1 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:
  • 22.2 in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
  • 22.3 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.
  • 22.4 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.
  • 22.5 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

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  • 23.1 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.
  • 23.2 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.
  • 23.3 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.
  • 23.4 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.
  • 23.5 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).
  • 23.6 On a show of hands every individual member of a class entitled to vote and every Corporate 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 Corporate Representative present in person or by proxy shall have one vote. No individual member or Corporate 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 Corporate Representative (as the case may be) to the Association have been paid.
  • 23.7 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: by the Chairman of the meeting or by at least two members and/or Corporate Representatives having the right to vote at the meeting; and a demand by a person for a member and/or Corporate  Representative shall be the same as a demand by the member and/or Corporate Representative.
  • 23.8 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.
  • 23.9 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.
  • 23.10 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.
  • 23.11 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.
  • 23.12 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.
  • 23.13 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.
  • 23.14 A resolution in writing executed by or on behalf of each Individual member and/or Corporate 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 individual members and/or Corporate Representatives.

Votes of Members

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  • 24.1 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.
  • 24.2 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.
  • 24.3 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 Council may approve):
  • “The Association for Petroleum and Explosives Administration I, of, being an individual member/ Corporate 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:-.”
  • 24.4 Where it is desired to afford individual members and/or Corporate 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 an individual member/ Corporate 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:- .”
  • 24.5 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:
    • 24.5.1 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
    • 24.5.2 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
    • 24.5.3 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.
  • 24.6 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.

Accounts

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  • 25.1 No member shall (as such) have any right of inspecting any accounting records or other book or document of the Association except as conferred by statute or authorised by the Council or by ordinary resolution of the Association.

 

Winding up

• 26
  • 26.1 The Association may be wound up and dissolved in accordance with the provisions of the Act.

 

Notices

• 27
  • 27.1 Any notice to be given to or by any person pursuant to the articles shall be in writing or by electronic means.
  • 27.2 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 home or registered address or by leaving it at that address. A member whose home or registered address is not within the United Kingdom or the Channel Islands shall not be entitled to receive any notice from the Association.
  • 27.3 A member present, in person or by proxy or whose Corporate 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.
  • 27.4 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.
  • 27.5 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 or by electronic means to the registered office of the Association.

 

Indemnity of Council

• 28
  • 28.1 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

• 29
  • 29.1 The logo “APEA” and the statement “working for a safer environment” are trade marks registered with the United Kingdom Intellectual Property Office (Trade Mark Number: UK00002512555) and are the intellectual property of the Association for Petroleum and Explosives Administration.
  • 29.2 The trade mark may be used by all APEA members in connection with their trade, business or profession.
  • 29.3 Use of the trademark denotes membership of the Association.
  • 29.4 On cessation of membership the trade mark may no longer be used.
  • 29.5 Any person who does not have a current membership may not use the trade mark.
  • 29.6 Honorary members are entitled to use the trade mark.
  • 29.7 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.
  • 29.8 The Council of the Association has the right to rescind the use of the trade mark by any member.