CHART AND NAUTICAL INSTRUMENT TRADE ASSOCIATION RULES AND CONSTITUTION. (As amended in October 2009)

Transcription

1 CHART AND NAUTICAL INSTRUMENT TRADE ASSOCIATION RULES AND CONSTITUTION (As amended in October 2009) Name 1. The name of the Association shall be the "CHART AND NAUTICAL INSTRUMENT TRADE ASSOCIATION" (hereinafter referred to as the "Association"). Interpretation 2. In these Rules - the expression "firm" includes Company, Corporation, Partnership, or Individual; the expression "Council" means the Executive Council, as provided in Rule 13; the expression "month" shall mean "Calendar month"; the expression "the trade" means the manufacture, production, distribution, servicing and correction of charts, publications, data, instruments and ancillary articles and equipment for use on board ship or for other marine purposes. If any differences shall arise as to the intention or meaning of any of these Rules, or of any Rules substituted therefor under the provision herein contained, the decision of the Council shall be final and binding on all Members, subject to an appeal to a Special General Meeting of the Association. Objects 3. The objects shall be - (1) To promote and protect trade and commerce, particularly in relation to the United Kingdom Hydrographic Office; (2) To organise, promote, protect and defend the interests of the Members, and that by such means as may be deemed expedient; (3) To secure by mutual co-operation a general improvement in the manufacture and production of the instruments manufactured or dealt in by the Members; (4) To originate, develop and promote all means within the scope of the trade for ensuring and increasing the safety and efficiency of navigation and shipping; (5) To advance and improve the education, technical and general knowledge, and apprenticeship of persons engaged in, or about to engage in, the trade, or any employment in connection therewith; (6) To promote the interests of the Members with Government Departments, public bodies and others; (7) To promote the consideration and discussion of all questions affecting the trade, to collect and distribute among its Members and others information on all matters relating thereto, and to print, publish and circulate such papers and information thereon as may appear conducive to these objects; (8) To confer upon or assign to any Member or class of Members any preferential, special or qualified rights or privileges over or as compared with any other Members whether as regards representation on the Council or other Committee or as regards voting or otherwise; (9) To co-operate or amalgamate with any other Associations having similar objects, and to procure from and communicate to them such information as may be considered likely to promote the objects of this Association;

2 Members 2 (10) To promote improvements in the law and to support or oppose alterations therein, and to effect improvements in administration; (11) To raise funds for the purposes of the Association or any of them by means of subscriptions or levies; (12) To establish, undertake, superintend, administer and contribute to any charitable or benevolent fund from which may be made donations or advances to deserving persons who may be or have been engaged in the trade or connected with any person engaged therein; (13) To do all such other things as are incidental or conducive to the attainment of the above objects or any of them. MEMBERSHIP 4. Members of the Association shall consist of those firms who are at present Members thereof and any other firms engaged in the trade who may be admitted to membership of the Association in the manner provided in these Rules. No firm shall be eligible for or continue in membership if in the opinion of the Council it is either wholly or partly owned or controlled in regard to policy or management by a non-member firm who are themselves eligible for membership. Application for Membership 5. Application for admission to membership shall be made in such form as may be prescribed by the Council and there shall be submitted along with the application for membership a declaration signed by the applicant accepting the Association Rules and Constitution and undertaking to conform to same. Retiral of Members 6. Any Member wishing to retire shall give two months notice in writing to the Secretary, and on retiring shall cease to have any interest in or claim on the funds of the Association. A retiring Member shall be bound to discharge all his obligations and undertakings to the Association during and until the expiry of the said two months, and shall be liable for payment of the annual subscription and levy, if any, for the financial year current at the expiry of the notice unless notice of retiral has been received by the Secretary at least one month before the date of the Annual General Meeting held in the then current financial year. Should any Member firm go into liquidation or have a Receiver appointed over all or any of its assets or undertaking, or have an administration order made in relation to it or an administrator appointed, or enter into a composition in satisfaction of its debts or a scheme of arrangement of its affairs, or become insolvent, bankrupt or grant a Trust Deed for behoof of its creditors (the happening of any of the said events being together hereinafter called "the said occurrence") such Member firm shall ipso facto be deemed to have submitted to the Secretary a notice in writing of retiral from membership expiring and effective upon the date of the said occurrence. Expulsion of Members 7. Any Member failing to comply with or transgressing any of these Rules or the Regulations of the Council or failing to pay his fees, subscriptions or levies, or acting in any way contrary to the interests of the Association or breaking faith with the same or failing to carry out the resolutions thereof, may be expelled by the Council from the Association, but intimation of a proposal to expel a Member shall be given along with the notice calling any meeting to consider expulsion, and any such expulsion must be carried by at least twothirds of the members of the Council present and voting at the meeting of the Council. Appeal against Expulsion 8. Intimation in writing shall be given forthwith by post to any Member so expelled, addressed to such Member at the address appearing in the Association's books, and such Member may within six days after the receipt of the intimation -such receipt being reckoned to be twenty four hours after the time of posting -give to the Secretary notice in writing of appeal to the Association in General Meeting. Intimation of such appeal shall be given along with the notice calling the next General meeting and the Association in General Meeting may confirm, reverse or alter the decision of the Council. No expelled Member shall have any interest in or claim on the funds of the Association.

3 3 Classification of Membership 9. (1) Ordinary Membership The following shall be eligible to apply for full Ordinary Membership of the Association, viz:- (a) (b) (c) Any firm engaged in business in the sale and servicing of Nautical and Navigational Instruments employing either at least one person on repairing and servicing said instruments covered by the Trade or at least one certificated compass adjuster. Any firm engaged in business as an appointed Admiralty Paper Distributor and/or an appointed Admiralty Digital Distributor Any firm engaged in the business of Compass Adjusting under the direction of at least one certificated compass adjuster. (2) Branch Membership Any Branch or trading division of an Ordinary Member which carries on business similar to the Ordinary Member shall be eligible to make application to become a Branch Member of the Association. (3) Corresponding Membership Any firm outwith the United Kingdom engaged in business of a type which would qualify them for Ordinary Membership and who in the opinion of the Council are unable to enjoy the full benefits of Ordinary Membership, shall be eligible to make application to become a Corresponding Member of the Association. Corresponding Members shall be advised of matters affecting the Trade and will receive reports from time to time of Association business. (4) Associate Membership Firms carrying on business as Chart Publishers, Nautical Book Publishers or other similar business if approved by the Council shall be eligible to make application to become an Associate Member. Associate Members shall be expected to support the objects of the Association and the legitimate interests of its Members and to recognise and deal with its Members as the proper channels or agencies for supply to shipping of charts, books and other articles of a like nature manufactured or dealt in by them. (5) Affiliate Membership Any employee of an Ordinary or Branch Member who holds the Compass Adjusters Certificate of Competency or Service or is engaged as a Chart Corrector or any other employee of an Ordinary or Branch Member is eligible to make application to become an Affiliate Member of the Association. (6) Senior Membership Any retired individual who immediately before retirement was (a) a Director, partner or principal of a Member Firm or a manager in the employment of a Member Firm and had served at some time as a Member of the Executive Council or as the Convener or a Member of any one or more of the Committees or Sub-Committees of the Association, or (b) an Affiliate Member of the Association shall, upon his or her retirement from the Member Firm through which he or she maintained his or her connection with the Association, be eligible to make application to become a Senior Member of the Association. (7) Honorary Membership Honorary Membership of the Association may be conferred by the Executive Council in their sole and absolute discretion as a mark of distinction upon any individual who, in the opinion of the Executive Council, by reason of service to the Association, the trade, or for any other reason which appears to the Executive Council to be good and sufficient, is deserving thereof, and such Honorary Membership shall be held during the pleasure of, and may be terminated (without any reason being ascribed to such termination) at any time at the sole and absolute discretion of, the Executive Council. No subscription or levy shall be payable in respect of Honorary Membership, and an Honorary Member shall neither be entitled to share in any free funds of the Association nor be liable

4 Representative Committees 4 to contribute to any deficiency in the funds of the Association which may arise on the dissolution of the Association, the terms of any other Rule or Paragraph of these Rules and Constitution notwithstanding. 10. (1) Without prejudice to the powers conferred upon the Council in terms of Rules 13, 19 and 20 hereof, the detailed work of the Association shall be carried out on behalf of and subject to the overriding authority and direction of the Council by two Representative Committees, as follows:- (a) (b) The Charts and Nautical Publications Committee, which shall be responsible, subject as aforesaid, for undertaking the detailed work of the Association in relation to all matters concerning charts and nautical publications; and The Compass and Nautical Instruments Committee, which shall be responsible, subject as aforesaid, for undertaking the detailed work of the Association in relation to all matters concerning nautical magnetic compasses and associated devices (such as but not limited to remote heading references and off-course alarms), and all other nautical instruments of whatever category, and including without prejudice to the foregoing generality, the specification, design, installation, repair, servicing and adjustment of nautical magnetic compasses and associated devices and of all nautical instruments generally, and the regulations concerning the same. (2) Membership of each Representative Committee shall be open to all Members of the Association, of whatever class, and shall be established by delivering to its Chairman a written request to be included in the list of members of the Representative Committee in question. Each member of a Representative Committee shall be entitled to send one representative to each meeting of that Committee, and the Chairman and Vice-Chairmen of that Committee shall be counted as representatives for this purpose. (3) Those members of a Representative Committee who are paid-up Ordinary Members of the Association shall elect at the Annual Meeting of that Committee, which shall be held not later than the morning of, but in any event so that it concludes before, the Annual General Meeting of the Association to be held in that calendar year, the Ordinary Representative of that Committee, and in each alternate year shall also elect the Chairman, and the Senior and Junior Vice-Chairmen, of that Committee. (4) The Chairman and the Vice-Chairmen of a Representative Committee shall hold office from the conclusion of the Annual General Meeting next following the date of their election until the conclusion of the third Annual General Meeting of the Association next following the date of their election. No Chairman, Senior Vice-Chairman or Junior Vice- Chairman of a Representative Committee shall be eligible to stand for immediate reelection to the same office upon retiral, but shall be eligible immediately to stand for election to either of the other two said offices, or for election as the Ordinary Representative of that Committee. (5) The Ordinary Representative of a Representative Committee shall hold office from the conclusion of the Annual General Meeting next following the date of his election until the conclusion of the second Annual General meeting next following the date of his election. (6) Save as hereinafter provided, the Chairman, Vice-Chairmen and Ordinary Representative for the time being of each Representative Committee shall be the Committee Representatives of that Committee upon the Executive Council in terms of Rule 13 hereof. (7) Should any one or more of the Chairman, Vice-Chairmen and Ordinary Representative for the time being of a Representative Committee also occupy or assume one of the reference offices as defined in Rule 13 hereof, he shall thereupon cease to act as a Committee Representative for the duration of the period in which he holds office in both capacities, although he shall remain a member of the Council by virtue of the reference office which he holds, and those members of the Committee in question who are paid-up Ordinary Members of the Association shall be entitled to elect a Substitute Representative for each one or more of the Chairman, Vice-Chairmen and Ordinary Representative who holds or assumes a reference office. Each such Substitute Representative shall be a member of the

5 5 Council from the later of (a) the time of his election and (b) the time at which the person for whom he has been elected Substitute commences to hold office in both capacities, and shall continue to hold office only while the person for whom he was elected Substitute continues to hold office in both capacities. (8) Only those persons who are eligible to hold office as an Office-Bearer of the Association in terms of Rule 11(1) hereof shall be eligible to stand for election as or be appointed Chairman, a Vice-Chairman, Ordinary Representative or Substitute Representative of a Representative Committee. (9) No person who holds, or who has been elected to hold, office as Chairman, a Vice- Chairman, Ordinary Representative or Substitute Representative of one Representative Committee shall be eligible to stand for election as or be appointed Chairman, a Vice- Chairman, Ordinary Representative or Substitute Representative of another Representative Committee if, following election or appointment, such person would hold both offices simultaneously, and no person who holds one of the reference offices shall be eligible to stand for election as or be appointed Ordinary Representative or Substitute Representative of a Representative Committee if, following election or appointment, such person would hold both offices simultaneously. (10) Subject as aftermentioned, no person who is a Director, partner, principal or employee of a Member firm of which another Director, partner, principal or employee holds or has been elected or appointed to hold office as Chairman, a Vice-Chairman, Ordinary Representative or Substitute Representative of any Representative Committee shall be eligible to stand for election as or be appointed Chairman, a Vice-Chairman, Ordinary Representative or Substitute Representative of any Representative Committee if, following election or appointment, such person would hold office at the same time as such other Director, partner, principal or employee. The Council shall have power at any time and from time to time to resolve that the provisions of this Rule 10(10) shall not apply to not more than two individuals named in such resolution, each of whom is a Director, partner, principal or employee of the same Member firm in respect of the period or periods of office referred to in such resolution. No individual named in such a resolution shall be eligible to vote when, or to occupy the Chair of a Meeting of the Council while, the Council considers and votes on such a resolution. (11) Subject as aftermentioned, should any person ("the appointee") who is Chairman, a Vice- Chairman, Ordinary Representative or Substitute Representative of any Representative Committee become a Director, partner, principal or employee of another Member firm of which another Director, partner, principal or employee is Chairman, a Vice-Chairman, Ordinary Representative or Substitute Representative of any Representative Committee, the appointee shall ipso facto be deemed to have resigned from office as Chairman, a Vice- Chairman, Ordinary Representative or Substitute Representative, as the case may be. The Council shall have power at any time and from time to time to resolve that the provisions of this Rule 10(11) shall not apply to not more than two individuals named in such resolution, each of whom is a Director, partner, principal or employee of the same Member firm in respect of the period or periods of office referred to in such resolution. No individual named in such a resolution shall be eligible to vote when, or to occupy the Chair of a Meeting of the Council while, the Council considers and votes on such a resolution. (12) In the event of a casual vacancy arising in the office of Chairman of a Representative Committee, the vacancy shall be filled by the Senior Vice-Chairman, whom failing by the Junior Vice-Chairman, who shall act as Chairman for the unexpired portion only of the vacating Chairman's term of office, and then shall be eligible for election as Chairman as if he had not filled such vacancy. (13) In the event of a casual vacancy arising in the office of Senior Vice-Chairman, the vacancy shall be filled by the Junior Vice-Chairman, who shall act as Senior Vice-Chairman for the unexpired portion of the vacating Senior Vice-Chairman's period of office, and then shall be eligible for election as Senior Vice-Chairman as if he had not filled such vacancy. (14) In the event of a casual vacancy arising in the office of Junior Vice-Chairman, those members of the Representative Committee in question who are paid-up Ordinary Members of the Association shall be entitled to elect a person to fill the vacancy so arising, and the

6 6 person so elected shall hold office as Junior Vice-Chairman for the unexpired portion only of the vacating Junior Vice-Chairman's period of office, and then shall be eligible for election as Junior Vice-Chairman as if he had not filled such vacancy. (15) In the event of a casual vacancy arising in the office of Ordinary Representative or Substitute Representative, those members of the Representative Committee in question who are paid-up Ordinary Members of the Association shall be entitled to elect a person to fill the vacancy so arising, and the person so elected shall hold office for the unexpired portion only of the vacating office holder's period of office. (16) In the event that the paid-up Ordinary Members of a Representative Committee shall fail to elect one or more of the Chairman, Senior Vice-Chairman, Junior Vice-Chairman or Ordinary Representative at the Annual Meeting of such Committee when such elections are due to be held, or to elect a Substitute Representative when required in terms of paragraph (7) of this Rule, or to fill a casual vacancy in the offices of Junior Vice-Chairman, Ordinary Representative or Substitute Representative, the Council shall be entitled either (One) to notify the Chairman or the person who in the opinion of the Council is acting Chairman of such Representative Committee that, unless an election is held and the vacant office or offices filled within thirty days of the date of such notice (which notice shall be given in writing and sent by Recorded Delivery post to the business address last notified to the Association of such Chairman or acting Chairman), the Council will appoint a person or persons to fill such vacant office or offices, or (Two) in its sole and absolute discretion, the Council may dispense with the giving of such notice and proceed immediately to appoint a person or persons to fill such vacant office or offices. Where such notice in writing has been given, the Council shall be entitled to appoint a person or persons to fill the vacant office or offices if it or they remain vacant after the expiry of the said time limit, or if the name and business address of each such person so elected has not been intimated to the Secretary of the Association by notice in writing reaching the Secretary not later than the seventh day next after the date of such election. Persons duly elected after such notice has been given, or appointed by the Council as aforesaid, shall hold office from the date of their election or appointment, as the case may be, until the next following normal expiry date of the office to which they have been so elected or appointed. MANAGEMENT 11. (1) The Office-Bearers of the Association, who shall be Directors, partners or principals of Ordinary Member firms having their registered office or, when not a company incorporated under the United Kingdom Companies Act, having their principal place of business, in the United Kingdom, or managers in the employment of such Ordinary Member firms who in the opinion of the Council are competent, through their knowledge of the trade, to assist in directing the affairs of the Association, shall comprise a President and Vice-President to be elected at each alternate Annual General Meeting by the paid-up Ordinary Members of the Association and to continue in office until the next following Annual General Meeting but one, when except in exceptional circumstances as may be prescribed by the Council they shall not be eligible for immediate re-election to the same office. (2) It shall not be competent for two people each of whom is or becomes a Director, partner, principal or employee of the same Member firm to hold respectively the offices of President and Vice-President at the same time, and should the holder of one of those offices ("the appointee") become a Director, partner, principal or employee of the Member firm of which the holder of the other of those offices is a Director, partner, principal or employee, the appointee shall ipso facto be deemed to have resigned from and vacated the office in question. (3) In the event of a casual vacancy arising in the office of President, the vacancy shall be filled by the Vice-President, who shall act as President for the unexpired portion only of the vacating President's term of office, and then shall be eligible for election as President as if he had not filled such vacancy. (4) In the event of a casual vacancy arising in the office of Vice-President, the Council may nominate any person eligible to stand for election as Vice-President to hold that office for the unexpired portion only of the vacating Vice-President's term of office, when such person shall be eligible for election as Vice-President as if he had not filled such vacancy. (5) In addition, an Honorary President and one or more Honorary Vice-Presidents may be elected at each Annual General Meeting, to hold office until the next following Annual General Meeting, when they shall be eligible for re-election.

7 7 Publicity Manager 12. (1) A Publicity Manager, who shall be a Director, partner or principal of an Ordinary Member firm, or a manager in the employment of such Ordinary Member firm who in the opinion of the Concil is competent, through his knowledge of the trade, to assist in directing the affairs of the Association, shall be elected by the paid-up Ordinary Members of the Association at each Annual General Meeting at which are elected the Office-Bearers of the Association, and shall hold office for the same period of time as the Office-Bearers, at the expiry of which he shall be eligible to stand for re-election. (2) The Publicity Manager shall be responsible for putting into effect the policy on publicity laid down by the Council from time to time. (3) In the event of a casual vacancy arising in the office of Publicity Manager, the Council may appoint any person eligible to stand for election as Publicity Manager to hold that office for the unexpired portion only of the vacating Publicity Manager's term of office. Executive Council 13. (1) The business of the Association shall be under the general control and direction of an Executive Council consisting of:- (a) (b) (c) (d) (e) The Office-Bearers. The immediate Past President, who shall hold office from the Annual General Meeting at which his term of office as President expires until the conclusion of the next following Annual General Meeting. Should a casual vacancy arise in the office of immediate Past President, such casual vacancy shall not be filled. The Publicity Manager. Eight Committee Representatives, being the four Representatives for the time being of each of the Charts and Nautical Publications Committee and the Compass and Nautical Instruments Committee, as determined in accordance with the provisions of Rule 10 hereof. Up to a maximum of three Additional Members of Council co-opted by the Council in terms of paragraph (6) of this Rule. (2) No holder of any of the offices referred to above in sub-paragraphs (a) to (c) inclusive of paragraph (1) of this Rule ("the reference offices") may hold simultaneously with that office any one or more of the other reference offices, but may hold simultaneously with one of the reference offices the office of Chairman or a Vice-Chairman of one of the Representative Committees. No holder of any of the reference offices shall be eligible to stand for election or to be appointed as an Ordinary Representative or a Substitute Representative. (3) Should any member of the Council cease to be a Director, partner, principal or employee of any Member firm, other than in the course of taking up a position as a Director, partner, principal or employee of another Member firm (except where the interval between the date of termination of his appointment with one Member firm and the date of commencement of his appointment with another Member firm exceeds the period of six weeks), he shall ipso facto be deemed to have resigned from the Council and from the office or position by virtue of which he was a member of the Council. (4) Should any member of the Council become insolvent or bankrupt, or enter into a composition in satisfaction of his debts or a scheme of arrangement of his affairs, or grant a Trust Deed for behoof of his creditors, or should the Member firm of which he is a Director, partner, principal or employee cease to be a Member of the Association for any of the reasons specified in Rules 6 or 7 hereof, or otherwise, he shall ipso facto be deemed to have resigned from the Council and from the office or position by virtue of which he was a member of the Council. (5) Members of the Council retiring on the expiry of their respective periods of office, other than the immediate Past President, shall continue to act until their successors are elected or appointed. (6) The Council shall have power in its sole and absolute discretion to co-opt as Additional Members of Council a maximum at any one time of three persons, being persons who are either (a) eligible to hold office as an Office-Bearer of the Association in terms of Rule

8 Quorum 8 11(1) hereof and who are not otherwise members of the Council, or (b) Directors, partners, principals or employees of Ordinary Member firms not otherwise eligible for membership of the Council who in the opinion of the Council are competent, through their knowledge of the trade, to assist in directing the affairs of the Association. It shall be no bar to the cooption of an Additional Member of Council that another Director, partner, principal or employee of the firm of which the intended Additional Member of Council is a Director, partner, principal or employee is already a member of the Council. Additional Members of Council shall hold office from the date specified by the Council at the time of co-option as the commencement of the period of office until the conclusion of the Annual General Meeting next following the date of such commencement. Should an Additional Member of Council be elected or appointed to one of the reference offices or as Chairman, a Vice- Chairman, Ordinary Representative or Substitute Representative of a Representative Committee, he shall cease to hold office as an Additional Member of Council from the date on which he takes up such other office, and the Council shall be entitled to co-opt another Additional Member of Council in his stead. Should an Additional Member of Council cease to be a member of the Council for any other reason prior to the expiry of his term of office, the Council shall be entitled to co-opt another Additional Member of Council in his stead. (7) The Council shall have power in its sole and absolute discretion to remove any person from membership of the Council and from the office by virtue of which he is a member of the Council. Any person in respect of whom this power is intended to be exercised shall be given not less than thirty days notice in writing sent by Recorded Delivery post (or the nearest practicable equivalent) to his business address last intimated to the Association of such intention, and shall be entitled to make representations in writing (such representations in writing to be received by the Secretary not later than the twentieth day next following the date of such notice in writing) to, and, at the sole and absolute discretion of the Council, to make representations orally before, the Council, before the Council reaches its decision whether or not to exercise such power of removal. No such person shall be entitled to vote on a resolution whether or not to give such notice in writing, or whether or not to exercise such power, and shall not be entitled to be present when such vote is taken. The decision of the Council in such matters (which maybe by a bare majority of the votes cast) shall be final and binding on all concerned. (8) Save for the purposes of paragraph (7) of this Rule, a Minute signed by a majority of the members of the Council for the time being shall be as effective as though the same had been passed at a Meeting of the Council duly convened. A Minute for this purpose may consist of several documents in the like form, each signed by one or more of the members of the Council. 14. Eight members of the Council personally present shall form a quorum. The President, whom failing the Vice-President, shall preside at all meetings of the Council, and failing them the Council shall elect its own Chairman. Voting 15. Save as provided in Rule 13(7), each member of the Council in attendance shall be entitled to one vote. In case of an equality of votes the Chairman of the Meeting shall be entitled to a second or casting vote. Alteration in Number of Representatives 16. The Association may from time to time in General Meeting increase or reduce the number of Representatives on the Council. Officers 17. The Council shall have power to appoint such Officers of the Association and on such terms and conditions as they deem expedient.

9 9 Calling of Meetings 18. Meetings of the Council shall be called by the Secretary on the requisition of the President or Vice- President or of any five members of the Council. General Powers POWERS OF THE EXECUTIVE COUNCIL 19. The Council in addition to the powers expressly conferred upon them by these Rules may exercise all such powers and do all such things as are or shall be by these Rules directed or authorised to be exercised or done by the Association other than in General Meeting and that notwithstanding any vacancy in their body, but the acts of the Council shall be subject to the review and control of the Association in General Meeting. Special Powers 20. Without prejudice to the general powers specified in the preceding Rule, the Council shall have power (a) to appoint and to delegate any of their powers or duties to Committees or Sub-Committees and to fix a quorum of such Committees or Sub-Committees; (b) to reimburse to Members and to themselves expenses incurred in or about the business of the Association, including, if deemed fit, fair remuneration for time and trouble; and (c) to make regulations for conducting the business and regulating the proceedings of the Association. Annual Meeting and Special Meetings GENERAL MEETINGS 21. An Annual General Meeting, of which not less than seven days' clear notice shall be given by the Secretary, shall be held in each year not later than the end of the fifth month next after the month in which the Association's financial year ends for the consideration of accounts and other business and, in alternate years, the election of the President, Vice-President and Publicity Manager. Special General Meetings of the Association, of which not less than seven days' clear notice shall be given, shall be called by the Secretary on the requisition of the President, Vice-President or any five Ordinary Members of the Association. Any requisition made by Ordinary Members must state the object of the meeting proposed to be called and must be signed by the requisitionists and deposited at the offices of the Association. Voting 22. Ordinary Members only shall be entitled to vote at General Meetings and each shall have one vote. An Ordinary Member in arrear of payment of the annual subscription or levy (which shall be deemed to be six months after request for payment) shall not be entitled to vote. Any Affiliate Member, Branch Member, Corresponding Member, Honorary Member, Senior Member or any duly authorised representative of any class of member shall be entitled to attend and take part in the discussion at General Meetings. An Ordinary Member may vote by proxy and the vote of such proxy may be taken upon a show of hands. The instrument appointing a proxy shall be in writing under the hand or seal of the appointer. Chairman of Meetings 23. The President, whom failing the Vice-President, shall preside at all General Meetings and failing them the Meeting shall elect its own Chairman. In case of an equality of votes the Chairman of the meeting shall be entitled to a second or casting vote. Poll 24. At any General Meeting unless a poll is demanded by at least five Ordinary Members, a declaration by the Chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of the Association, 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. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. No decision without meeting 25. No proposal for which the authority of a General Meeting is required by these Rules shall be of effect until such proposal has been adopted by the Association in General Meeting. No such proposal shall

10 10 be in order or acceptable at any General Meeting unless not less than seven days' clear notice giving particulars of the proposal has been duly issued to each member prior to the meeting. Decisions binding until reversed 26. Decisions arrived at by vote or otherwise at Annual General Meetings or at General Meetings convened for the purpose of deciding questions raised by the Members of the Association shall be binding, and may be reversed or modified only by a decision of the Annual Meeting or a meeting of Members convened for the purpose of considering the matter involved. Quorum 27. No business shall be transacted at any General Meeting unless a quorum of Ordinary Members is present at the time when the meeting proceeds to business. The greater of (a) one tenth of the Ordinary Members and (b) six Ordinary Members, in either case present in person, shall be a quorum. 28. 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. Association Crest ASSOCIATION CREST 29. The Crest adopted as the Association Crest may be used only by Members on their stationery or other printed matter and subject to the approval of the Council, in any other way. No other Crest or design containing the name of the Association or the initials "C.N.I.T.A.", "CNITA", "C.A.N.I.T.A." or "CANITA" shall be used by any Member. On a firm ceasing to be a Member, it shall immediately on demand, under the hand of the Secretary, return to the offices of the Association the Crest die in use by them, and shall erase the Crest from their stationery or other printed matter. On returning the die the firm shall be refunded the amount paid by them for it to the Association. Entrance Fee, Annual Subscription and Levy FUNDS 30. There shall be paid to the Association such amounts as may from time to time be fixed by the Annual General Meeting:- (1) By each Member: An Annual Subscription. (2) By each Ordinary Member: (a) (b) An Entrance Fee on being elected to membership, and A levy as and when the Council may decide. Each Member shall be bound to pay the Annual Subscription and Levy made on him. They shall be recoverable by the Council and the validity thereof shall not be open to question on any ground. There shall also be applied towards the expenses of the Association such percentages or amounts as the Annual General Meeting or a Special General Meeting may decide to retain out of moneys collected by the Association under any approved scheme or otherwise. Nothing in this Rule or Paragraph contained shall render an Honorary Member liable to make any payment by way of Entrance Fee, Annual Subscription or Levy. Statement of Accounts 31. The financial year of the Association shall be 1st August to 31st July or as may be changed by the Council. A statement of Accounts shall be prepared and submitted to the Annual General Meeting next ensuing.

11 11 Auditors 32. The Accounts shall be audited annually by Auditors appointed by the Association at the Annual General Meeting, to hold office for one year and to be eligible for re-election. Banking Account 33. A Banking Account may be kept in the name of the Association from which all payments shall be made by cheque, signed by the President or Vice-President, and by the Treasurer. Indemnity INDEMNITY 34. The Council and Officers of the Association shall be indemnified by the Association from all losses and expenses incurred by them in or about the discharge of their duties except from such losses and expenses as occur from their wilful act, neglect or default. Dissolution DISSOLUTION 35. In the event of the Association being dissolved, which shall take place only when and as decided by not less than two-thirds of the votes given at a General Meeting specially called on not less than fourteen days' clear notice to consider the question and confirmed by a simple majority at a subsequent General Meeting held not less than fourteen days after such special meeting, any free funds shall be divided equally among, and any deficiency shall be contributed by the Members on the register of the Association at the date of the notice calling the first special meeting to consider the question, in such proportions as shall be determined by such meeting. Amendment of Rules AMENDMENT OF RULES 36. Alterations to the foregoing Rules may be made at a General Meeting called for the purpose or at any General Meeting provided not less than seven days' clear notice, giving exact particulars of the proposed alterations, has been duly issued to each Member prior thereto.