Constitution of Cardigan Chamber of
Commerce
Adopted on
A Name
The name of the organisation is Cardigan Chamber of Commerce.
B Administration
Subject to the matters set out below the Organisation and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause G of this constitution (“the Executive Committee”).
C Objects
—
The
To assist businesses of all sizes in the Cardigan area to become self-reliant
and by implication more profitable and competitive. To forge links with the appropriate agencies and to encourage new
businesses to establish themselves in this locality for the continuing growth
and prosperity of the area and its residents.
The Objectives of
the organisation are:
1. to promote a favourable business
climate
2. to represent the interests of our
members
3. to provide services for the
benefit of members
4. to promote the area to businesses
of all types
5. to encourage the highest quality
of service in local business
6. to promote Cardigan and it’s
surrounding area to potential customers
7. to engage in any activity which
further the above interests
D Powers
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
(i) power to raise funds and to invite and receive contributions.
(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Organisation;
(iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Organisation with repayment of the money so borrowed;
(v) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants:
(vi) power to co-operate with ~‘ charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them;
(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(viii) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
(ix) power to do all such other lawful things as are necessary for the achievement of the objects;
E Membership
(i) Membership of the Organisation shall be open to any person over the age of 18 years who is in business or hold a position of authority within a business and who has paid the annual subscription set from time to time by the executive committee, at their sole discretion.
(ii) Every member shall have one vote an
annual general meeting.
F Honorary
Officers
At the annual general meeting of the Organisation the members shall elect from amongst themselves a chairman, a vice-chairman, a secretary, and a treasurer, who shall hold office from the conclusion of that meeting.
G Executive
Committee
(i) The Executive Committee shall consist of not less than 10 members and not more than 14 members being:
a) the honorary officers specified in the preceding clause;
b) six members elected at the annual general meeting who shall hold office from the conclusion of that meeting;
(ii) The Executive Committee may in addition appoint not more than 4 co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under Clause J and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.
(iii) All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
(iv) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
(v) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
(vi) No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the interests of the Organisation.
H Determination
of Membership of Executive Committee
(i) is disqualified from acting as a member of the Executive Committee by virtue of the following:
a) he holds any paid office or employment to which the appointment is made or confirmed by the organisation
b) he has been adjudged bankrupt, or has made a composition with his creditors (note - this disqualification ceases if the bankruptcy is annulled, he has paid his debts in full, or he is discharged with a certificate that the bankruptcy was caused by misfortune without any misconduct on his part or, in any other case five years from the date of his discharge)
c) he has within five years before or since election been convicted of a criminal offence or any act of deception or dishonesty
(ii) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(iii) is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
(iii) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
I
Executive
Committee Members not to be personally interested.
(i) Subject to the provisions of sub-clause (ii) of this clause no member of the Executive Committee shall acquire any property belonging to the Organisation (otherwise than as a trustee) or receive remuneration to be interested (otherwise than as a member of Executive Committee) in any contract entered into by the Executive Committee.
(ii) Any member of the Executive Committee may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Organisation. Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
J
Meetings and proceedings of the
Executive Committee
(i) The Executive Committee shall hold at
least 6 ordinary meetings each year.
(ii) The chairman shall act as chairman at meetings of the Executive Committee. If both the chairman and the vice-chairman is absent from any meeting, the members of the Executive Committee shall choose one of their number to be chairman of the meeting before any other business is transacted.
(iii) There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or 4 members of the Executive Committee whichever is the greater, are present at a meeting.
(iv) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
(v) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
(vi) The Executive Committee may appoint one or more sub-committees consisting of one or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by subcommittee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to and ratified by the Executive Committee.
K Receipts
and expenditure
(i) The funds of the Organisation, including all donations, contributions and bequests shall be paid into an account operated by the Executive Committee in the name of the Organisation at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
(ii) The funds belonging to the Organisation shall be applied only in furthering the objects.
L Property
(i) Subject to the provisions of sub-clause, the Executive Committee shall cause the title to:
a) all land held by or in trust for the Organisation and ;
b) all investments held by or on behalf of the Organisation;
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
(ii) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Organisation, the Executive Committee may permit any investments held by or in trust for the Organisation to be held in the name of a clearing name, trust corporation or any stock broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock broking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
M Accounts
The Executive Committee shall undertake:
(i) the keeping of accounting records for the Organisation;
(ii) the preparation of annual statements of accounts for the Organisation;
(iii) the independent examination of the statements of account of the Organisation;
N Annual
Report
The Executive Committee shall prepare an annual report for the annual general meeting.
O Annual
General Meeting
(i) There shall be an annual general meeting of the Organisation which shall be held in the month of September in each year or as soon as practicable thereafter.
(ii) Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the Organisation. All the members of the Organisation shall be entitled to attend and vote at the meeting.
(iii) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
(iv) The Executive Committee shall present to each annual general meeting the report and accounts of the Organisation for the preceding year.
(v) Nominations for election to the
Executive Committee must be made by members of the Organisation. Should
nominations exceed vacancies, election shall be by show of hands or by ballot
if requested by the candidates.
P Special General Meetings
The Executive Committee may call a special general meeting of the Organisation at any time. At least 21 days notice must be given. The notice must state the business to be discussed.
Q Procedure
at General Meetings
(i) The secretary or other person specially
appointed by the Executive Committee shall keep a full record of proceedings at
every general meeting of the Organisation.
(ii) There shall be a quorum at least 10 persons shall be present at any general meeting.
R Notices
Any notice required to be served on any member of the Organisation shall be served by the secretary or the Executive Committee and published in the local newspaper or by delivered by mail or in person.
S Alterations
to the Constitution
The Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution.
T Dissolution
If
the Executive Committee decides that it is necessary or advisable to dissolve
the Organisation it shall call a general meeting, of which not less than 21
days notice (stating the terms of the resolution to be proposed) shall be
given. If the proposal is confirmed by a two thirds majority of those present
and voting the Executive Committee shall have power to realise any assets held
by or on behalf of the Organisation. Any assets remaining after the
satisfaction of any proper debts and liabilities shall be given or transferred
to such other institution or institutions having objects similar to the objects
of the Organisation as the members of the Organisation may determine or failing
that shall be applied for some other similar purpose.
This constitution was adopted on
Signed:-
Chairman Secretary