COMPANIES ACTS 1985 – 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
COMPANY NUMBER 2966505
ARTICLES OF ASSOCIATION
(amended by special resolution on 1.6.2015)
THE ASSOCIATION OF PROFESSIONAL POLITICAL CONSULTANTS
Incorporated 5 September 1994
INTERPRETATION
1. In these Articles, unless the context requires otherwise:
“The Act” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the Company
“The Association” means the Association of Professional Political Consultants
“The Articles” means the Articles of Association of the Association
“The Chairman” means the chairman of the Association and of the management committee
“The Code” means any Code of Conduct established by the management committee and agreed by resolution
“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 takes effect
“Executed” includes any mode of execution
“The office” means the registered office of the Association
“The 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
“The United Kingdom” means Great Britain and Northern Ireland
“Bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“Director” or “member of the management committee” means a director of the Association, and includes any person occupying the position of director, by whatever name called;
“Document” includes, unless otherwise specified, any document sent or supplied in electronic form;
“Electronic form” has the meaning given in section 1168 of the Companies Act 2006;
“Hard copy form” has the meaning given in section 1168 of the Companies Act 2006;
“Instrument” means a document in hard copy form;
“Ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;
“Participate”, in relation to a directors’ meeting, has the meaning given in Article 47;
“Proxy notice” has the meaning given in Article 37;
“Special resolution” has the meaning given in section 283 of the Companies Act 2006;
“Subsidiary” has the meaning given in section 1159 of the Companies Act 2006;
“Writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Companies Act 2006 as in force on the date when these Articles become binding on the Company.
MEMBERS
2. Such persons as are admitted to membership in accordance with these Articles shall be members of the Association. Members of the Association shall be entitled to describe themselves as a “Member of the Association of Professional Political Consultants” in their literature and stationery.
3. Membership of the Association shall not be transferable.
ELIGIBILITY FOR MEMBERSHIP
4. The right to apply for membership of the Association shall be open to any sole practitioner, partnership or company (including subsidiaries or divisions of companies) which either: a) Holds itself out as offering public affairs services (meaning any advice, representation, research, monitoring or administrative assistance) predominantly related to institutions of United Kingdom central and local government and/or other public bodies; or b) Undertakes work of an advisory nature related to institutions of United Kingdom central and local government and/or other public bodies; whether such activities are the principal business undertaken by that person or are ancillary or incidental to any other business undertaken by them
ADMISSION TO MEMBERSHIP
5. A person as defined in Article 4. wishing to apply for membership of the Association shall:
5.1 Submit an application on a form to be supplied by the Association and which shall include an undertaking that the applicant and all consultants will abide by the Association’s regulations and any code or standards of professional conduct from time to time established or prescribed under the terms of the Articles; and
5.2 Provide in addition to any other information:
a) addresses of UK offices and (where applicable) names of other countries in which the member's consultancy or advisory services are carried out;
b) names of all consultants (whether or not employed by the member) who are carrying out or who have carried out consultancy or advisory services for the member in the United Kingdom (and elsewhere where applicable) during the relevant period;
c) names of clients for whom consultancy or advisory services have been provided in the United Kingdom (and elsewhere where applicable) during the relevant period prior to the date of application, subject to prior notification to clients of this requirement;
d) all advertising and promotional material (whether in printed or electronic form) produced by the applicant during the relevant period prior to the date of application or which is in use by the applicant as at the date of registration and which make claims about its services;
e) any other information which the management committee shall require in order to consider the application.
6.1 The management committee shall vote upon each name submitted to it and acceptance shall be given by a resolution passed by a majority of the members present of the management committee..
6.2 In the event of acceptance by the management committee the applicant shall be deemed to become a member on the day on which his application formembership is accepted.
7. Admission to membership shall be at the sole discretion of the management committee or such duly authorised committee of the management committee. The management committee shall decline admission where there are reasonable grounds to believe that the applicant has brought discredit upon the profession.
ASSOCIATE MEMBERS
8.1 It shall be lawful for the management committee to provide for the admission of such persons as they may think fit to be friends or associates of the Association and for the rights, duties and liabilities (if any) of such friends or associates; but so that such persons shall not by virtue of being friends or associates as aforesaid be members of the Association and their rights (if any) shall not include a right to speak or vote at general meetings of the Association. The secretary shall keep an accurate register of such friends or associates of the Association.
8.2 The management committee may at its sole discretion determine procedures for the admission to membership of associate members and termination of membership.
OBLIGATIONS OF MEMBERS
9.1 It shall be the duty of every member to:
a) Comply with the provisions of the Association’s Code of Conduct.
b) Comply with the provisions of any regulations promulgated by the management committee in accordance with Article 43.
c) Give such information as the management committee may from time to time require in connection with the member’s business, and at times determined by the management committee, for publication in the APPC Register and for publication elsewhere at the discretion of the management committee
d) Provide at the end of May in every calendar year a statement of compliance with the principles of professional practice promulgated in the Association’s Code of Conduct.
e) Pay the subscription and any additional subscription determined by the management committee at the time determined by the management committee.
9.2 If a member fails to comply with any one or more of these obligations, the management committee may terminate the member’s membership in accordance with Article 21. If any one or more of the obligations remains outstanding six months after it became due, the member’s membership will be deemed to have lapsed. The member’s membership may be suspended during this period. In the event of suspension, a member is required to comply with the membership obligations.
CODE OF CONDUCT
10. The management committee shall be required to establish or prescribe a code of conduct for members of the Association.
Statement of compliance with the Code of Conduct
11. Members will be required to provide at the end of May in every calendar year a statement of compliance with the Association’s code of conduct and with the following principles of professional practice:
a) that the Association’s Code of Conduct should form part of any contract of employment; and
b) that the Code of Conduct should be included in members’ staff handbooks or equivalent documents; and
c) that induction and training of staff should cover compliance with the code; and
d) that all advice, proposals and presentations to clients and to institutions of government should be authorised at an appropriate level in the company; and
e) that clients should be notified that the member is bound by the code of conduct and that it can be sent on request; and
f) that a senior executive in every member company should be responsible for compliance with the code; and
such other information as the management committee may reasonably require.
12. A member’s membership may be suspended if the statement of compliance is not supplied to the Association by 1st August in each calendar year.
REGISTER
13.1 The management committee shall maintain (in addition to any statutory Company registers) a register of all members for the benefit of consumers and the institutions of government.
13.2 The register shall be up-dated at least four times in every calendar year and published on the Association’s website.
13.3 The register will contain the following information in relation to each member, and members are required to submit the following information, and any other information which may reasonably be required, at the times determined by the management committee:
a) addresses of UK offices and (where applicable) names of other countries in which the member's consultancy or advisory services are carried out;
b) names of all public affairs practitioners (whether or not employed by the member) who are carrying out or who have carried out public affairs services for the member in the United Kingdom (and elsewhere where applicable) during the relevant period;
c) names of clients for whom consultancy or advisory services have been provided in the United Kingdom (and elsewhere where applicable) during the relevant period.
14. A member’s membership may be suspended if the information required under this Article is not supplied to the Association by the date determined by the management committee and notified to all members.
SUBSCRIPTIONS
15. Annual subscriptions shall be determined by the management committee, who shall review them annually. Any decision to change the method of calculating subscriptions or the subscription rates must be taken by a majority of those present.
16.1 If for any year there is an excess of expenditure over income the management committee may in its absolute discretion resolve that every member who has been a member for any part of that year shall be called upon to pay an additional subscription for that year. Provided that such expenditure shall have been incurred in carrying out activities consistent with the objectives of the Association but not foreseen in the annual review of subscription rates.
16.2 Unless the context requires otherwise the word “subscription” shall include any additional subscription payable under this Article.
17. The management committee may in its absolute discretion waive payment wholly or in part of annual membership subscriptions where it thinks fit to do so or reimburse wholly or in part such subscriptions.
TERMINATION OF MEMBERSHIP
18.1 A member may resign from the Association by giving at least two clear days’ notice to the Association, but such resignation shall not give rise to a right to reimbursement of any annual subscription paid by the resigning member.
18.2 If a member wishes to resign his membership of the Association when a complaint against him has been received by the secretary, his resignation will not become effective until such complaint has been disposed of.
19. A member’s membership may be terminated by the management committee on the recommendation of the professional practices panel constituted as provided by Article 67 having investigated and determined a complaint in accordance with disciplinary rules and procedures made by the management committee.
20.1 In addition to Article 19, membership of the Association may be terminated if any member:
a) Fails to pay the correct annual subscription to the Association within two months after it becomes due following notification; or
b) Fails to provide within two months of final notification (being not earlier than a date determined by the management committee) the information required for the APPC Register; or
c) Fails to provide within two months of final notification (being not earlier than 1st June) the statement of Code compliance required under Article 11; or
d) Shall fail to comply with any provisions of these Articles or of any regulations made hereunder; or
e) Is convicted of any criminal act; or
f) Fails to satisfy a judgment debt; or
g) Makes any voluntary arrangement with creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
i) Ceases, or threatens to cease, to carry on business; or
j) In the reasonable opinion of the management committee, is likely to be subject to any of the above mentioned events.
20.2 The management committee may, by unanimous vote and for any other good reason, terminate the membership of any member. Provided that no such resolution shall be effective unless it is passed by a meeting of the management committee at which the member shall have been given reasonable opportunity to speak on his own behalf.
21. Membership may be terminated provided that not less than three-fourths of the members of the management committee present at the meeting vote in favour of such termination, the quorum of such meeting being two-thirds of the management committee membership. Provided that no such resolution shall be effective unless it is passed by a meeting of the management committee at which the member shall have been given reasonable opportunity to speak on his own behalf. The secretary shall notify such member of the decision of the management committee and remove the name of the member from the register of members.
GENERAL MEETINGS
22. The Association shall in each calendar year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Association and that of the next. The annual general meeting in each year shall be held at such time and place as the management committee shall appoint.
23. The management committee may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene a general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient members of the management committee to call a general meeting, any member of the management committee or any member of the Association may call a general meeting.
NOTICE OF GENERAL MEETINGS
24.1 An annual general meeting and any other general meeting called for the passing of a special resolution or a resolution appointing a person as a member of the management committee shall be called by at least 21 clear days' notice. All other general meetings shall be called by at least 14 clear days' notice but a general meeting may be called by shorter notice if it is so agreed:
a) In the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
b) In the case of any other meeting by a majority in number of the members having a right to attend and vote togetherholding not less than 95 per cent of the total voting rights at the meeting of all the members.
24.2 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.
24.3 The notice shall be given to all the members and to the members of the management committee and to the auditors, if any.
24.4 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
Quorum
25.1 No business shall be transacted at any meeting unless a quorum is present. Five persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a member shall be a quorum.
25.2 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to be reconvened on short notice for the same day in the next week at the same time and place or to such other time as the management committee may determine.
Chairing a General Meeting
26.1 The chairman, if any, of the management committee or in his absence some other member of the management committee nominated by the management committee shall preside as chairman of the meeting, but if neither the chairman nor such other member of the management committee (if any) be present within 15 minutes after the time appointed for holding the meeting and willing to act, the members of the management committee present shall appoint one of their number to be chairman and, if there is only one member of the management committee present and willing to act, he shall be chairman.
26.2 If no member of the management committee is willing to act as chairman, or if no member of the management committee is present within 15 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.
27. The chairman 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 14 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.
Voting at General Meeting
28. 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.
29. Unless a poll is duly demanded a declaration by the chairman 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.
Poll
30.1 Subject to the provisions of the Act, a poll may be demanded:
a) by the chairman; or
b) by at least two members having the right to vote at the meeting; or
c) by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting;
and a demand by a person as proxy for a member shall be the same as a demand by the member.
30.2 The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman 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.
30.3 A poll shall be taken as the chairman 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.
30.4 A poll demanded on the appointment of a chairman 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 other time and place as the chairman directs not being more than 30 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 on 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.
30.5 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.
31. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
32. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.
VOTES OF MEMBERS
33. On a show of hands every member present in person shall have one vote. On a poll every member present in person or by proxy shall have one vote.
34. A member in respect of whom an order has been 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 management committee of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with the Articles for the deposit of instruments of proxy, 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.
35. 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 whose decision shall be final and conclusive.
36. No member shall be entitled to vote at any general meeting of the Association unless all monies presently payable by the member have been paid to the Association. The decision of the chairman of the meeting shall be conclusive as to whether a member is so entitled to vote.
Voting by Proxy
37. An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointer and shall be in any form which is usual or which the management committee may approve. Where it is desired to afford members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in an appropriate form.
38. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the management committee may
a) be deposited at the office or 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 Association in relation to the meeting before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any member of the management committee;
and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
39. 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 Association 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.
MEMBERS ACTING BY REPRESENTATIVE AT GENERAL MEETINGS
40. A member shall be invited to nominate a person to act as its representative who shall have the right on behalf of the member to attend general meetings of the Association and to vote thereat, and generally exercise all rights of membership on behalf of the member. A member may from time to time revoke the nomination of such representative and nominate another representative in his place.
POWERS OF THE MANAGEMENT COMMITTEE
41. The members may, by special resolution, direct the management committee to take, or refrain from taking, specified action. Provided that no such special resolution invalidates anything which the management committee has done before the passing of the resolution.
42. Subject to the provisions of the Act and the Articles and to members’ reserve power, the business of the Association shall be managed by the management committee who may exercise all the powers of the Association. No alteration of the Articles and no such direction shall invalidate any prior act of the management committee which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the management committee by the Articles and a meeting of the management committee at which a quorum is present may exercise all powers exercisable by the management committee.
REGULATIONS
43.1 The management committee shall have power to make regulations on all matters not provided for in these Articles and to do all such things which it may deem necessary for attaining the objects of the Association, provided that no regulation shall have effect to the extent that it is inconsistent with these Articles.
43.2 All regulations shall be published to members within 30 days of being made. The management committee may in like manner alter or revoke any regulation. Notwithstanding the power conferred by this Article the Association by special resolution may alter or revoke any regulation without prejudice to any act or thing already done pursuant thereto.
DECISION-MAKING BY THE MANAGEMENT COMMITTEE
44. The general rule about decision-making by the management committee is that any decision must be either a majority decision at a meeting or a decision taken in accordance with Article 48.
Management Committee may delegate
45.1 Subject to the Articles, the management committee may delegate any of the powers which are conferred on it under these Articles
a) to such person or committee;
b) by such means (including by power of attorney);
c) to such an extent;
d) in relation to such matters or territories; and
e) on such terms and conditions;
as it thinks fit.
45.2 If the management committee so specifies, any such delegation may authorise further delegation of the management committee’s powers by any person to whom they are delegated.
45.3 The management committee may revoke any delegation in whole or part, or alter its terms and conditions.
45.4 The management committee may delegate any of its powers to any committee consisting of three or more members of the management committee or other persons. Any such delegation may be made subject to any conditions the management committee 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 three or more members shall be governed by the Articles regulating the proceedings of the management committee so far as they are capable of applying.
PROCEEDINGS OF THE MANAGEMENT COMMITTEE
Calling a meeting of the management committee
46.1 Any member of the management committee may call a meeting of the management committee by giving notice of the meeting to the members of the management committee or by authorising the company secretary (if any) to give such notice.
46.2 Notice of any meeting must indicate its proposed date and time and where it is to take place.
46.3 Notice of a meeting must be given to each member of the management committee, but need not be in writing.
Participation in meetings of the management committee
47.1 Subject to these Articles, members of the management committee participate in a meeting of the management committee, or part of a meeting, when
a) the meeting has been called and takes place in accordance with the Articles, and
b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
47.2 In determining whether members of the management committee are participating in a meeting, it is irrelevant where any member may be or how they communicate with each other.
47.3 If all the members of the management committee participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
47.4. All acts done by a meeting of the management committee, or of a committee of the management committee, or by a person acting as a member of the management committee shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any member of the management committee 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 member of the management committee and had been entitled to vote.
Decisions by written/email resolution
48.1 a decision made by resolution in writing of the management committee shall be as valid and effectual as if it had been passed at a meeting duly convened and held provided the following conditions are complied with:
a) all or a majority of eligible members must signify their approval of the written resolution;
b) a written resolution may consist of several instruments in like form each signed by one or more members and/or approved by electronic means; and
c) approval from each member must be received by such person as all the members of the management committee shall have nominated in advance for that purpose (“the recipient”), which person may be one of the members of the management committee;
d) approval from a member must be sent from an email address previously notified in writing by that member to the secretary (or if there is no secretary, to the chairman) as intended for use by that member for the purpose;
e) following receipt of a response on any resolution from each of the members, the recipient shall circulate a further email to all the members confirming whether the resolution has been formally approved by the management committee.
f) the date of a written resolution shall be the date on which the last member signifies his approval
g) The chairman or such other member as shall be appointed by the management committee shall be the chairman of the process of decision-making in accordance with this Article.
48.2 A decision taken in accordance with this Article may be either a unanimous decision or majority decision provided the members signifying approval would have formed a quorum at a meeting.
48.3 References in this Article to eligible members are to members of the management committee who would have been entitled to vote on the matter had it been proposed as a resolution at a meeting of the management committee.
Quorum for meetings of the management committee
49.1 At a management committee meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
49.2 A member of the management committee shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
49.3 The quorum for meetings of the management committee may be fixed from time to time by a decision of the management committee, but it must never be less than two, and unless otherwise fixed it is three.
49.4 If the total number of members of the management committee for the time being is less than the quorum required, the management committee must not take any decision other than a decision:
a) to appoint further members of the management committee, or
b) to call a general meeting so as to enable the members to appoint further members of the management committee
Chairing of meetings of the management committee
50. If the chairman is not participating in a meeting of the management committee within ten minutes of the time at which it was to start, the participating members must appoint one of themselves to chair it.
51. If the numbers of votes for and against a proposal are equal, the chairman or other person chairing the meeting has a casting vote.
Records of decisions to be kept
52. The management committee must ensure that the Company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the management committee.
Discretion to make further rules
53. Subject to the Articles, the management committee may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated.
Conflicts of interest
54.1 If a proposed decision of the management committee is concerned with an actual or proposed transaction or arrangement with the Association in which a member of the management committee is interested, that member is not to be counted as participating in the decision-making process for quorum or voting purposes.
54.2 But if Article 54.3 applies, a member who is interested in an actual or proposed transaction or arrangement with the Association is to be counted as participating in the decision-making process for quorum and voting purposes.
54.3 This paragraph applies when
a) the Association by ordinary resolution disapplies the provision of the Articles which would otherwise prevent a member of the management committee from being counted as participating in the decision-making process;
b) the member’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
c) the member’s conflict of interest arises from a permitted cause.
54.4 For the purposes of this Article, the following is a permitted cause - a guarantee given, or to be given, by or to a member of the management committee in respect of an obligation incurred by or on behalf of the Association or any of its subsidiaries.
54.5 For the purposes of this Article, references to proposed decisions and decision-making processes include any meeting of the management committee or part of such a meeting.
54.6 Subject to Article 54.7, if a question arises at a meeting of the management committee or of a committee of the management committee as to the right of a member to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any member other than the chairman is to be final and conclusive.
54.7 If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the members of the management committee at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
54.8 For the purposes of this regulation, an interest of a member employing or retaining the services of a member of the management committee, or of which he is a director, as well as an interest of any person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the Association), connected with a member of the management committee shall be treated as an interest of the member of the management committee.
54.9 For the purposes of this regulation, an interest of a member employing or retaining the services of a member of the management committee, or of which he is a director, as well as an interest of any person who is, for any purpose of the Act, connected with a member of the management committee shall be treated as an interest of the member of the management committee.
Remuneration of members of the management committee
55.1 No member of its management committee shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Association.
55.2 Provided that nothing herein shall prevent any payment in good faith by the Association to any member of the management committee for:
a) interest on money lent by the member at a reasonable and proper rate per annum not exceeding two per cent less than the published base lending rate of a clearing bank to be selected by the management committee or three per cent whichever is the greater;
b) reasonable and proper rent for premises demised or let to the Association;
c) all travelling, hotel, and other expenses properly incurred in connection with attendance at meetings of the management committee or a committee of the management committee or general meetings or otherwise in connection with the discharge of his duties.
55.3 The Association may pay fees, remuneration or other benefit in money or money’s worth to any company of which a member of the management committee may also be a shareholder holding not more than 1/100th part of the capital of that company.
NUMBER OF MEMBERS OF THE MANAGEMENT COMMITTEE
56.1 Unless otherwise determined by ordinary resolution, the maximum number of members of the management committee shall be eight and the minimum number of members of the management committee shall be three, excluding supernumerary members.
56.2 The chairman and any past chairman may be a supernumerary member of the management committee, provided that a supernumerary member must remain eligible in accordance with Article 62.
56.3 A representative may be appointed by the members of the Association in Scotland who shall be a supernumerary member of the management committee.
56.4 A representative may be appointed by the members of the Young Consultants’ Committee who shall be a supernumerary member of the management committee.
CO-OPTED MEMBERS OF THE MANAGEMENT COMMITTEE
57.1 The Association may by ordinary resolution appoint a person who is willing to act to be a member of the management committee either to fill a vacancy or as an additional member of the management committee.
57.2 The management committee may appoint a person who is willing to act to be a member of the management committee, either to fill a vacancy or as an additional member of the management committee, provided that the appointment does not cause the number of members of the management committee to exceed the maximum number fixed by the Articles.
APPOINTMENT AND RETIREMENT OF MEMBERS OF THE MANAGEMENT COMMITTEE
58.1 At every annual general meeting all the members of the management committee (except any supernumerary members) shall retire from office.
58.2 In the event of there being more than eight nominations for appointment to the management committee, a ballot will be held at the annual general meeting and the eight candidates receiving the most votes shall be declared appointed.
58.3 In the event of a ballot being required, ballot papers shall be sent to all members before the meeting and members not attending the meeting will be able to vote by returning a completed ballot paper to the secretary before the meeting.
58.4 In the event of there being two or more nominations for the eighth seat on the management committee, an eliminating ballot between those two or more candidates only will be held and the candidate receiving the most votes in the eliminating ballot shall be declared appointed.
58.5 In the event of an equality of votes for first place between two or more candidates in the eliminating ballot, those candidates only shall be entered into a final eliminating ballot. The candidate receiving the most votes in the eliminating ballot shall be declared appointed.
58.6 In the event of an equality of votes on the final ballot, the eighth member shall be chosen by lot.
59.1 A member of the management committee retiring at the end of his first period of office shall be eligible for re-appointment for up to four further consecutive periods of office but then shall not be eligible for re-appointment until a further two years have expired.
59.2 The provision at Article 59.1 shall not apply to supernumerary members of the management committee, nor shall any period of membership of the management committee as a supernumerary member be counted towards the maximum period of office.
60. No person shall be appointed or re-appointed as a member of the management committee at any general meeting unless
a) he is recommended by the management committee; or
b) not less than 14 nor more than 35 clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Association of the intention to propose that person for appointment or re-appointment together with notice executed by that person of his willingness to be appointed or re-appointed.
61. Not less than seven nor more than 28 clear days before the date appointed for holding a general meeting notice shall be given to all who are entitled to receive notice of the meeting of any person offering himself for appointment or re-appointment as a member of the management committee.
DISQUALIFICATION AND REMOVAL OF MEMBERS OF THE MANAGEMENT COMMITTEE
62.1 A person ceases to be a member of the management committee as soon as
a) he ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
b) a bankruptcy order is made against that person;
c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
d) a registered medical practitioner who is treating that person gives a written opinion to the Association stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
e) he resigns his office by notice to the Association; or
f) he shall have been absent without the permission of the management committee from three consecutive meetings of the Association or of the management committee and the management committee resolve that his office be vacated; or
g) he or any company or partnership employing him or otherwise retaining his services has its membership of the Association terminated for whatever reason; or
h) he is no longer employed or otherwise retained by any company or partnership in membership of the Association.
i) he is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest; or
j) he is removed from office by a resolution of the management committee approved by three-quarters of those attending and voting at a meeting of the management committee specially convened for the purpose and at which the member in question has been given reasonable opportunity of speaking on his behalf. The member in question shall not be entitled to vote on such resolution.
62.2 The Association may by ordinary resolution, of which special notice has been given, remove any member of the management committee notwithstanding anything in these Articles or in any agreement between the Association and such member. Such removal shall be without prejudice to any claim such member may have for damages for breach of any contract of service between him and the Association.
THE CHAIRMAN
63.1 At each Annual General Meeting the members of the Association shall appoint by ordinary resolution a person to be the chairman of the Association and of the management committee to hold office until the conclusion of the next following Annual General Meeting.
63.2 In the event of there being more than one nomination for the chairmanship, a ballot will be held at the Annual General Meeting and the candidate receiving the most votes shall be declared the chairman.
63.3 In the event of there being more than two nominations for the chairmanship, an eliminating ballot will be held at the Annual General Meeting and the candidate receiving the most votes in successive ballots shall be declared the chairman. In the event of an equality of votes on the final ballot, the chairmanship shall be decided by lot.
63.4 In the event of a ballot being required, ballot papers shall be sent to all members before the meeting and members not attending the meeting will be able to vote by returning a completed ballot paper to the secretary before the meeting.
63.5 In the event that the person appointed as chairman has also been nominated for membership of the management committee, the latter nomination shall lapse.
63.6 No person shall be appointed or re-appointed as chairman unless:
a) he is recommended by the management committee; or
b) not less than 14 nor more than 35 clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Association of the intention to propose that person for appointment or re-appointment together with notice executed by that person of his willingness to be appointed or re-appointed.
63.7 Not less than seven nor more than 28 clear days before the date appointed for holding a general meeting notice shall be given to all who are entitled to receive notice of the meeting of any person who is recommended by the members of the management committee for appointment or re-appointment as chairman at the meeting or in respect of whom notice has been duly given to the Association of the intention to propose him at the meeting for appointment or re-appointment.
63.8 A chairman retiring at the end of his first period of office shall be eligible for re-appointment as chairman for one further consecutive period of office but then shall not be eligible for re-appointment until a further two years have expired.
63.9. Where a vacancy occurs in the office of chairman the Association shall appoint another person to be chairman to hold office for the remainder of his predecessor's period of office and such period shall not be counted against any further period of chairmanship under this Article.
THE DEPUTY CHAIRMAN
64. At its first meeting following the annual general meeting, the management committee may appoint one of their number to be deputy chairman to hold office until the following year’s annual general meeting. A retiring chairman may become the deputy chairman. The deputy chairman is not a supernumerary member of the management committee unless he is a former chairman of the Association.
DISCIPLINARY POWERS
65. The management committee shall be required to make complaints and disciplinary rules and procedures for the members of the Association.
66. Any complaint made to the Association shall be made in accordance with the Rules & Procedures made from time to time by the management committee and any complainant shall confirm in writing that he will submit to and be bound by those rules. By virtue of their membership of the Association, members are bound by those rules.
Professional practices panel
67. The management committee shall appoint a professional practices panel to carry out the complaints and disciplinary Rules & Procedures.
68.1 Unless otherwise determined, the panel will consist of three persons, each from outside the profession and appointed on the basis of their knowledge and reputation, assisted by the secretary of the Association.
68.2 The management committee shall have power from time to time to remove any member from or fill any vacancy in or increase the number of the members of the professional practices panel.
68.3 The management committee may appoint the members of the professional practices panel at such remuneration and upon such conditions as they may think fit.
69. The professional practices panel shall make determinations and order on all matters set out in the complaints and disciplinary rules and procedures made by the management committee. The professional practices panel shall also deal with such other business as may be referred to it in accordance with these Articles and by the management committee.
70. The professional practices panel shall be empowered to:
a) warn or reprimand a member, to suspend the membership of a member, or to require remedial action from a member whom the panel deems to have acted in breach of the Association’s Code of Conduct or regulations made by the management committee.
b) recommend to the management committee the termination of a member’s membership.
ADMINISTRATIVE ARRANGEMENTS
71. The name of the Company is “ASSOCIATION OF PROFESSIONAL POLITICAL CONSULTANTS”.
72. The Association’s registered office is to be situated in England and Wales.
73. The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in these Articles of Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to members of the Association.
Remuneration
74.1 Nothing herein shall prevent any payment in good faith by the Association of reasonable and proper remuneration to any member, officer or servant of the Association (not being a member of its management committee) for any services rendered to the Association;
74.2 The member employing a member of the management committee may undertake any other services for the Association that the management committee decides and be entitled to such remuneration as the management committee determines for such service.
74.3 Members may undertake any services for the Association that the management committee may decide and will be entitled to such remuneration as the management committee determines for any service which they undertake for the Association.
Secretary
75. The management committee may appoint a secretary and shall have power to appoint such other officers and employees as it may think fit for such term, at such remuneration and upon such conditions as they may think fit; and any secretary or other officers or employees so appointed may be removed by them.
Records of decisions to be kept
76. The management committee must ensure that the Association keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the members of the Association.
Accounts
77.1 The management committee shall cause accounting records to be kept in accordance with the Act.
77.2 Except as provided by law or authorised by the management committee or an ordinary resolution of the Company, no person is entitled to inspect any of the Company’s accounting or other records or documents merely by virtue of being a member.
Means of communication to be used
78.1 Subject to the Articles, anything sent or supplied by or to the Association under the Articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Association.
78.2 Any notice or document to be sent or supplied to a member of the management committee in connection with the taking of decisions by the management committee shall be in writing and, if sent by electronic means, will be deemed to have been received within 48 hours.
78.3 The Association shall give any notice to a member in writing:
a) personally; or
b) by electronic means. If sent by electronic means, it will be deemed to have been received within 48 hours; or
c) by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. A member whose registered address is not within the United Kingdom and who gives to the Association an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Association.
78.4 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.
78.5 A member present, either 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.
Indemnity and insurance
79.1. Subject to the provisions of the Act but without prejudice to any indemnity to which a member of the management committee may otherwise be entitled, every member of the management committee or other officer or auditor of the Association shall be indemnified out of the assets of the Association against 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 in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association.
79.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
79.3 The Association may purchase and maintain for any member of the management committee or other officer of the Association insurance against any liability which by virtue of any rule of law would otherwise attach to him in respect of negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Association
LIABILITY OF MEMBERS
80. The liability of members is limited.
81. Every member of the Association undertakes to contribute such amount as may be required (not exceeding £1) to the Association’s assets if it should be wound up while he is a member, or within one year after he ceases to be a member, for payment of the Association’s debts and liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
WINDING UP
82. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of this or their income and property, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.
OBJECTS AND POWERS
83. The Association’s objects are to promote the development of the practice of professional political and regulatory affairs services (meaning advice, representation, research, monitoring or administrative assistance) predominantly related to the institutions of United Kingdom central and local government and/or other public bodies and the doing of all such other things as are incidental or conducive to the attainment of those objects.
84. In furtherance of the above objects, but without prejudice to the generality thereof:
a) To encourage further and promote the observance of high professional standards in the profession and to establish and prescribe such standards including (without limitation) by means of a code of conduct for the profession.
b) To procure compliance with such code of conduct.
c) To produce and maintain a register of members of the Association.
d) To promote and gain recognition of the Association as a responsible organisation representing the interests of the profession.
e) To establish and maintain training facilities in relation to the activities of the profession.
f) Generally to undertake all such activities as are likely to be of benefit to the profession and the interests of members of the Association.