1. NAME
The name of the Organisation shall be the “Solids Handling and Processing Association”.
2. DEFINITIONS
The industry means equipment manufacturers and systems suppliers directly involved in the handling and processing of particulate solids.
3. OBJECTS
The objects of the Association are:
(a) To promote the industry and to protect and advance the interests of its Members.
(b) To promote the co-operation of Members in all matters of mutual interest, and to represent them and act on their behalf in relation to all such matters.
(c) To provide facilities for the interchange of views and information among Members.
(d) To watch over, promote, support or oppose any proposed or contemplated national or international legislation or local measures, orders or regulations which may affect or tend to affect the interests of the industry.
(e) To conclude such lawful agreements on trade matters with other bodies as may be designed to further the objects of the Association and generally to co-operate with such bodies for the furtherance of such objects.
(f) To promote the establishment of standards and codes of practice for the industry.
(g) To promote, sponsor or organise trade exhibitions from time to time both in the United Kingdom and overseas to enable Members to display their products and merchandise.
(h) To undertake other promotional activities for the collective benefit of Members as may seem appropriate, including advertising, press, radio, television and public relations.
(i) Such other objects as may be designed to further the foregoing objects or any of them.
4. MEMBERSHIP
(a) Full membership shall be open to formally UK and Ireland constituted and registered businesses directly engaged in the manufacture and/or supply of assemblies and/or components primarily dedicated for the storage, handling or processing of particulate solids.
Associate membership is available to formally UK and Ireland constituted and registered consultants, academic research institutions, agents and distributors, and companies who do not meet the Full Membership criteria but provide services or equipment relevant to the industry.
These Associate Members may take a full part in the normal affairs of the Association but may not vote at the Annual General Meeting or any Extraordinary General Meeting.
Media membership is available for any formally established media organisations regularly featuring the promotion, publication and advertising of activities undertaken by Companies and Institutions that qualify for full or associate membership. Media members may attend and participate at general and other open meetings of the Association but may not vote. Attendance does not count towards meeting quorum requirements.
Media members may attend closed meetings at the discretion of the Chairman but only for the purpose agreed beforehand. For the purposes of this clause closed meetings are designated as Council and sub-committee and others in whole or in part when declared closed beforehand by the Chairman. Media companies may apply for membership on their own account without the need for a supporter or referees but in all other regards clause 4(c) applies.
Group Subsidiary Membership:
(i) A Group with registered autonomous subsidiary companies each submitting independent accounts to Companies House.
Each subsidiary must be a Member in its own right and will enjoy full membership benefits.
(ii) A Group with subsidiary companies or divisions reporting accounting through consolidated Group accounts only.
This Group shall be regarded as a single Member with one vote only. Promotion of independent brand identity through Association activities will be at the discretion of the Council and at a cost to be determined by them.
(b) The Association may, by resolution at a General Meeting, create other classes of membership for companies or firms not qualified for full membership under sub-clause (a). No such resolution shall be effective unless carried by a vote of at least 2/3 of the Full Members present at the meeting. This rule shall not derogate from the provision of Rule 5 (i) relating to the quorum necessary for a General Meeting. The Council shall have full power to determine from time to time such rights and limitations (other than voting rights) which shall be held by such other classes of member.
(c) An application shall be made in writing and shall be supported by a current Member or failing that two customers prepared to give a reference. The application shall be submitted to the Secretary who shall send a copy to each Council Member. The application shall be accepted providing no objection is received by the Secretary from any Council Member within 14 days of its distribution. In the event of an objection being raised then the application will be held for submission to the next Council.
(d) Responsibility for validating applications and, if approved, the correct categorisation of membership rests solely with the Council who shall not be obliged to disclose reasons for final decisions.
(e) A copy of these Rules shall be sent to the applicant before admission.
(f) Every applicant for membership shall make written disclosure as to the nature of its business, its registered name, registered office and any other relevant facts which the Council may require. Each Member shall promptly make full written disclosure as to any changes in any such information as may from time to time occur. The Council shall, if it does not approve any such change, be entitled to give written notice to the Member to terminate its membership and thereupon such company or firm shall cease to be a Member of the Association.
(g) The Council may at any time by notice in writing as hereinafter mentioned require a Member whom they at their absolute discretion deem unfit or unsuitable to be a Member to withdraw from the Association. The membership shall cease on the expiration of the specified period of notice.
(h) Membership shall terminate in the event of liquidation, bankruptcy, resignation, or non-payment of subscriptions for three months.
(i) Any Member may withdraw from the Association by giving one month’s notice in writing to the Secretary. A Member shall be liable for all moneys due at the date of its resignation. Any Member resigning after 1 month from the date that subscriptions became due remains liable for those subscriptions.
(j) The Council shall appoint a Secretary and other officials of the Association on such terms as the Council shall decide.
5. ADMINISTRATION AND MANAGEMENT
(a) The offices of the Association shall be situated in Great Britain at such address as the Council may determine.
(b) The work of the Association shall be administered by a Secretary or Secretaries under the general direction of the Council to be appointed by the Council upon such terms as may be agreed.
(c) The business of the Association will be managed by a Council which will consist of 8–12 Senior Executives of Member companies. The Members of the Council shall be elected for office for terms of two years at the Annual General Meeting. Five Members to retire annually. Retiring Members of Council can offer themselves for re-election.
(d) No more than one representative from each Member Company or firm may be elected to the Council at the AGM. Where individual member companies or firms are members of the same group then no more than two of those companies or firms may offer a representative for election to the Council at the AGM.
(e) The incoming Council shall elect a Chairman and Vice-Chairman annually.
(f) The Council may from time to time and at any time appoint a representative of a Member company or firm to the Council to fill a casual vacancy and the Member so appointed shall be entitled to sit for the remainder of the term for which the Member whom he replaces would be entitled to sit. The requirements of this clause shall not be affected by Clause 5(d).
(g) The Council may from time to time and at any time co-opt a representative of a Member company or firm to the Council for a period up to the next AGM. A maximum of two co-opted representatives can be appointed. These co-opted representatives do not have voting rights on the Council. The requirements of this clause shall not be affected by Clause 5(d).
(h) A Member of the Council shall resign if the company or firm he represents ceases to be a Member of the Association, or if he ceases to be employed by such Member.
(i) The Council may at its discretion form such Sub-Committees as may be deemed necessary for the discharge of specific functions or business. Each Sub-Committee shall elect its own Chairman. Any Sub-Committee so formed shall in the exercise of any power so delegated conform to any regulation which may from time to time be imposed upon it by the Council.
(j) Any notice, Agenda, etc., if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in providing such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the Post Office as a prepaid letter.
(k) For the purpose of voting the quorum for an Ordinary General Meeting or an Annual General Meeting shall be 25% of Members and for a Council Meeting shall be 60% of Members. Where a vote is not taken the quorum shall not apply.
(l) For resolutions seeking changes in the Constitution proxy votes are permitted in which case any such resolution may only be passed by a simple majority of the Association Membership combining those present plus proxy votes. Proxy votes must be confirmed by way of the official form supplied by the Secretary.
(m) In the case of an equality of votes, whether on show of hands or on a poll, the Chairman of the Meeting shall be entitled to a second or casting vote. The Chairman shall use such a vote to maintain the status quo.
6. GENERAL MEETINGS
(a) Ordinary General Meetings
(i) At least three Ordinary General Meetings per year shall be called by the Secretary in consultation with the Chairman or Vice-Chairman of the Council. The nature of the business to be transacted will be notified to Members at least two weeks prior to the meeting.
(ii) At least four weeks’ notice shall be given of Ordinary General Meetings. Items for inclusion should be notified to the Secretary at least 21 days prior to the Meeting.
(iii) The Chairman of the Council or in his/her absence the Vice-Chairman shall preside at Ordinary General Meetings. In the event of neither being available for any specific Meeting then a Member of the Council shall be elected, by the Council Members present, to preside over that Meeting.
(b) Annual General Meetings
(i) An Annual General Meeting shall be called by the Secretary giving not less than three weeks’ notice including details of nominees for Council and any proposed resolutions. The Meeting shall transact the following business:
a) To approve the Accounts of the Association
b) To appoint the Auditor
c) To fix the annual subscription
d) Election of Members to the Council
e) To consider any resolution submitted
(ii) Nominations for Council Members and proposals for resolutions must be proposed and seconded by current Members and submitted in writing at least 28 days prior to the Meeting. The Chairman of the Meeting may take nominations for Council from the floor of the Meeting only if insufficient nominations are received by the due date. Any proposals submitted after the due date will not be considered.
(iii) The Chairman of the Council or in his/her absence the Vice-Chairman shall preside at the Annual General Meeting.
(c) Voting shall be either by show of hands or by poll as may be directed by the Chairman provided that if any Member present shall demand a poll vote after a vote by show of hands has been taken the Chairman shall take a vote by poll on the resolution in question.
(d) Members shall have the right to call for an Extraordinary General Meeting to be held. Such a request must be in writing giving details of the purpose for such a Meeting and be seconded by two other Members. Such a Meeting will be held under the same terms as an Annual General Meeting but shall only transact the matter in hand.
7. FINANCE
(a) The financial year shall end on 31st December.
(b) Every Member shall be bound to pay the Association upon election any entrance fee that may be in force and, not later than 1st Feb in every year (or upon election), such subscription as may be determined by the Association in the Annual General Meeting. Any Member joining after 1st April shall pay any entrance fee in full, along with part of the full relevant subscription calculated ‘pro rata’ to the nearest full quarter.
(c) The Association in General Meeting may from time to time upon the recommendation of the Council as to amount or basis or both, impose levies upon Members for specified objects and such levies shall for the purpose of these Rules be regarded as additional subscriptions, payable in accordance with sub-clause 7(b).
8. MINUTES AND REPORTS
(a) Minutes shall be kept of General Meetings and circulated to all Members.
(b) Minutes shall be kept of Council Meetings and circulated to all Members of the Council, and available for inspection to any Member on request.
9. ALTERATION TO RULES
These Rules may be altered by the Members at an Annual General Meeting provided notice of
the proposed alteration be given to all Members of the Association not less than 14 days before the date of such a Meeting.
10. INDEMNIFICATION OF OFFICERS
The Association shall indemnify the Members of the Council and/or other Officers for the time being, out of the funds of the Association against all costs, charges, losses, damages and expenses which they shall respectively incur, or be put to, on account of any act, deed, matter or other thing which shall be executed, done or permitted by them respectively in or about the bona fide execution of their respective offices.
11. DISSOLUTION
The Association may be dissolved by Resolution of Members to wind up in a General Meeting summoned for the purpose in accordance with Article 6(e) such dissolution shall take effect ninety days following the passing of such Resolution. Any surplus funds and properties of the Association after discharge of the liabilities shall be dealt with in such a manner as may be determined by a Resolution passed at a General Meeting of the Association, and failing any such determination, shall be distributed in equal shares among its Members at the date of dissolution.