The National
Association of Paper Merchants
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| Constitution & Rules Please find below
TITLE 1.
The title shall be THE NATIONAL
ASSOCIATION OF PAPER MERCHANTS. PRINCIPAL OFFICE 2.
The principal postal address of the Association shall be, PO Box 2850,
Nottingham NG5 2WW or such other address as may be agreed by resolution of the
Association's Policy Group from time to time. 3.
The objects of the Association
shall be: - a)
To
promote and safeguard the interests of all members. b)
To
co-operate with allied and other trade associations in all matters affecting the
paper and allied trades, and to seek the establishment of cordial relations and
understanding of mutual problems amongst all those engaged therein. c)
To
consider all such legislative measures and proposals, Government Regulations,
Directions and/or Orders and other measures of a like nature as may affect the
paper and allied trades and to take action if and when necessary. d)
To
discuss all matters that may be of common interest to members and to take such
action as the Association may consider to be desirable. e)
To
promote and register (under the Companies Act or any other Act) any company or
association for the purpose of acquiring the property, rights and liabilities of
this Association or for any other purpose which may seem calculated to benefit
this Association. f)
To
represent the members in matters affecting the paper and allied trades and to
negotiate with any person, firm or company, allied or other trade association or
Government Department in the United Kingdom or overseas. g)
To
do all such acts and things as may be within the powers of this Association, in
co-operation with allied and other trade associations, to assist the Government
of Great Britain to negotiate with any or all the countries referred to in the
preceding paragraph in connection with any matter that may appertain to the
paper and allied trades. h)
To
consider the question of wages and labour and if so decided to negotiate and
conclude arrangements or agreements on behalf of the members of the Association
with employees or any union, society or body representing them. i)
To
purchase, take on lease or hire or otherwise acquire any real or personal
property and any rights, privileges over or options of acquiring the same. j)
To
institute schemes for providing pensions superannuation, life assurance,
retiring and other benefits for the employees of the Association. k)
To
establish, subsidise, promote, co-operate with, receive into union or
affiliation or become a member of any allied or other association or
institution. l)
To
comply with all United Kingdom and European Union competition law. m)
To
do all such other acts and activities to promote the welfare of the paper and
allied trades in general and paper merchants in particular, or in furtherance of
the before-mentioned objects. MEMBERSHIP 4.
There will be two categories of
membership: Any company or any
subsidiary of any such company, whose principal activity is the business of
stocking and distributing paper and/or board products in the UK, may make an
application for membership in this category.
b)
ASSOCIATE CORPORATE MEMBERSHIP Any company or any
subsidiary of any such company whose principal activity is broadly within the
paper manufacturing or paper distribution industry may make an application for
membership in this category, which is desirous of seeking closer links with the
The National Association of Paper Merchants. 5.
All applications for membership shall be submitted to the Association's Policy
Group for consideration. 7.
All applicants for membership will be advised of the Association's decision
within 14 days of their application being considered by the Policy Group.
Membership will be decided at the absolute discretion of the Policy Group.
Applicants for Full Corporate membership will be given a reasoned response in
relation to any refusal for membership. In relation to applicants for Associate
Corporate membership any application may be refused without providing any
reasons. 8.
Upon election, every member shall complete an undertaking as set out within
these Rules, Appendix III, stating that they will comply with the Association's
Constitution and Rules as herein expressed. 9.
Any member wishing to withdraw
his membership shall give at least three months notice in writing to expire at
the end of the financial year of the Association currently being 31st.
December. The Policy Group may
authorise an exception to the period of notice where, in their opinion, special
circumstances exist relative to the member’s withdrawal. 10.
Any company ceasing to be a member shall be liable to the Association for any
outstanding subscriptions and/or levies due and payable to the date of such
cessation of Membership. 11.
The Association shall have Divisions and Sub-committees, which, may be varied or
amended from time to time by the Policy
Group. The Director will
report all proposed variations or amendments to existing divisions or
sub-committees, or the creation of any additional divisions or sub-committees,
to the Policy Group of the Association. 12.
Each division and sub-committee shall elect its own Chairman who will conduct
regular meetings, agreed through the Association. General management and
administration of the divisions and sub-committees shall be through the
Association. 13. Copies of all minutes
of meetings held by the divisions and sub-committees shall be produced on the
prescribed documentation and sent to the Director, who shall report as
appropriate to the Policy Group, any matter within such minutes, which it is
considered advisable so to do. 14.
Any member who acts in a manner, which is considered by the Policy Group to be
contrary to these rules or prejudicial to the interests of the Association, shall
be liable to be expelled from the Association. MEMBERS RIGHT OF APPEAL 15.
In any such situation, the Director shall send written notice to the member
concerned detailing the breaches of rules brought against him and shall invite
him, at not less than seven days notice, to attend a meeting which shall be
formed for the purpose of ascertaining the facts of the case, which shall then
be reported to the Policy Group, the decision of the Policy Group shall be
advised to the member, by the Director, within seven days, together with any
procedure the member might have to appeal against that decision. 16.
All members shall have a right of appeal to the Policy Group; the Director, in
advising a member of this right, shall ask of the member as to whether he wishes
to make a written appeal, or an appeal by personal attendance at a specially
convened Policy Group meeting. In
accordance with the member's wishes, the Director shall make the appropriate
arrangements. 17.
Until such time as any appeal is heard, which should be no later than 14 days
following the notification to the member of the proposed expulsion, membership
of the Association, including representation on any sub-committees shall be
suspended. COMPLAINTS 18.
In the event of any complaint by a member against the actions of an officer of
the Association, the Director or a chairman of a division or sub-committee, such
complaint shall be made in writing to the Director and will be considered at a
meeting of the Policy Group, the decision arrived at shall be binding on all
parties concerned. OBLIGATIONS OF MEMBERSHIP 19.
Within the right of each member to conduct his own business as he thinks
appropriate, members shall endeavour to bear in mind the needs of other members,
paper manufacturers and customers/users. 20.
Members will be asked regularly
and from time to time by the Director for information about their businesses for
the purpose of compiling statistical records and industry surveys. The Director
will use the records to compile aggregated information for distribution to
members and other industry bodies approved by the Policy Group. Members shall
regard it as an obligation of membership to respond to such enquiries to the
fullest extent possible and as a matter of urgency. No member is entitled to see
the records of any other member submitted for this purpose until such
information has been aggregated. REGISTER OF MEMBERS 21.
A register of members shall be compiled and shall contain such information, as
the Policy Group may from time to time consider necessary. 22.
Every member shall, forthwith after election and annually, supply to the
Director the full name or names of the person or persons (limited to two names
for each class of meeting) who will represent such member at: (a)
Annual
and/or special general meetings of the Association. (b)
Meetings
of a division or sub-committee meeting. Any
changes in representatives shall be reported to the Director. Members may invite
to an Annual General Meeting of the Association any person who is either engaged
or employed in the business of that member. TRADE AGREEMENTS 23.
No trade agreement or recommendation shall be entered into or agreed by the
Association or any division of the Association without the previous consent of
the Policy Group. Decisions of the Association are binding on members whereas
recommendations of the Association are not binding on members. 24.
It shall be the duty of any division or sub-committee of the Association to
report to the Policy Group the commencement, progress and completion of any
trade agreement and the Policy Group shall have the right to give such advice
and assistance as it may deem desirable in connection with the negotiation and
completion of any such trade agreement or recommendation. OFFICERS 25.
The Officers of the Association at any one time shall be the President, the
Vice-President or Immediate Past-President and the Honorary Treasurer, who shall
be proposed for election at the Annual General Meeting of the Association. 26.
The term of office of all officers of the Association shall be one year.
Retiring officers shall be eligible for re-election. PRESIDENT 27.
Nominations for the office of President
shall be received by the Director at least 14 days before the Annual General
Meeting. Such nominations must be received on the prescribed Association form,
duly proposed and seconded by members of the association. 28.
Nominations for the office of Vice President shall be received by the Director
at least 14 days before the Annual General Meeting in the year in which the
President seeks to nominate a Vice President.
Such nominations must be received on the prescribed form and duly
proposed and seconded by members of the Association. IMMEDIATE
PAST PRESIDENT 29.
The office of Immediate Past President is an honorary position having a term of
one year following vacation of the office of President. 30.
Nominations for the office of Treasurer
shall be received by the Director at least 14 days before the Annual General
Meeting. Such nominations must be received on the prescribed Association form,
duly proposed and seconded by members of the association. 31.
The President, Immediate Past President or Vice President and Treasurer shall
constitute the Standing Sub-Committee, which may take any such immediate action,
as they consider necessary in the good interests of the Association, subject to
a full report at the next meeting of the Policy Group. 32.
The Treasurer shall act in a supervisory and advisory capacity and shall
supervise the payment and receipt of all monies in accordance with the mandates
agreed by the Standing Sub-Committee. The Director shall be responsible for
properly maintaining the books of accounts of the Association. 33.
At all General Meetings of the Association the President, or failing him the
Immediate Past President or Vice President, shall act as Chairman of the
Meeting. 34.
The Policy Group shall appoint, on such terms and conditions as they may think
fit, the Director, who may, in accordance with his terms and conditions of
employment, appoint such staff to assist in the management of the Association,
as he has from time to time sought approval so to do.
All such officials shall have no voting rights within the Association. 35.
The general day-to-day business and affairs of the Association shall be
conducted by the Director on behalf of the Officers of the Association, being
the Standing Sub-Committee, and the Policy Group. 36.
The Policy Group will formulate the strategic direction of the Association. 37.
The composition of the Policy Group shall be the President, who shall also be the
Chairman, the Immediate Past President or the Vice President, the Treasurer and
the Director, a maximum of ten elected Chief Executives or Managing Directors of
full corporate member companies and a representative from each division. 38.
Of the ten elected members to the Policy Group, two
places will be allocated to regional, independent merchants, however, if
these places are not taken up the places may be openly offered to any other
member. 39.
Each division shall be allowed to have one representative on the Policy Group,
providing that representative complies with the criteria for membership of being
a Chief Executive or Managing Director of a full corporate member company or a
subsidiary of such a company. CO-OPTIONS
TO THE POLICY GROUP 40.
The Policy Group shall have the
authority to co-opt members to the group who may be able to
contribute to the well-being of the Association however, all such co-opted
members must receive unanimous support from the Policy Group prior to taking
their place on this Group. 41.
The Chairman of the Policy Group, usually the President, shall have a casting
vote as appropriate; all other members shall have one vote including all
co-opted members. 42.
Any decisions or resolutions made by any division, or sub-committee, may be
rescinded by the Policy Group, which in turn may have any such decisions or
resolutions it so makes rescinded or varied by members at the Annual General
Meeting, or any other general meeting of the Association duly called for the
purpose. 43.
Persons attending such meetings on behalf of member companies shall be limited
to directors or senior managers; each member
company present shall
be accorded one vote only at all such meetings. SUBSCRIPTIONS 44.
The Director shall, before the end of December in each year, estimate the
aggregate sum required to meet all the expenditure of the Association for the
forthcoming financial year and establish the level of subscriptions for the
ensuing year accordingly. 45.
Annual subscriptions will become payable by 31st January in each
year. 46.
The Policy Group shall have the power to
impose upon and collect from all members of the Association a levy in
respect of any matter, which they consider is in the interest of members 47.
Any member whose annual subscription or levy is more than one month in arrears
shall, if he fails to remit within 10 days after written notice from the
Director (such notice shall contain a specific reference to this clause),
automatically cease to be a member and therefore shall be removed from the
register of members. The Director, with the agreement of the Standing
Sub-Committee, shall send out such notice. MEETINGS 48.
The Policy Group of the Association shall meet at least five times in each year,
one time of which shall be no earlier than six weeks prior to the Annual General
Meeting and shall approve the audited annual accounts of the Association for
submission to the members at the Annual General Meeting. At this meeting the
Policy Group will also approve the agenda for the Annual General Meeting. 49.
Additional meetings of the Policy Group shall be called by the Director on the
request in writing of any three Policy Group members giving at least one weeks
notice of the proposed meeting. 50.
The Annual General Meeting of the
Association, to which all members shall be invited, shall be held annually, when
the statement of accounts, as approved by the Policy Group, shall be submitted
together with the President’s Annual Report and such other business transacted
as may have been decided by the Policy Group. 51.
An Extraordinary General Meeting
of the Association shall be called by the Director if at least three members
provide a written request for such a meeting, providing notice of the matter
they wish to raise at such a meeting is in their written request.
At least one third of the members authorised to vote must be present at
that meeting before any decision may be taken. 52.
All General Meetings of the Association shall be called by the Director, giving
at least twenty-one days notice to members. CONDUCT OF MEETINGS 53.
The conduct of all meetings for transacting any business of the Association
shall be regulated by the standing orders set out in Appendix I. STATEMENT OF ACCOUNTS 54.
The Director shall send to each member of the Association, at least 14 days
before the Annual General Meeting, a copy of the statement of accounts for the
preceding year, and the independent accountants report on these accounts. 55.
The Director shall maintain proper accounting records, which together with the
register of members may be inspected by members at any time on giving reasonable
notice at the principal office. Such
inspection to exclude any detailed examination of subscriptions paid by any
other members. INDEPENDENT ACCOUNTANTS 56.
The independent accountants for the ensuing year will be appointed at the Annual
General Meeting of the Association. 57.
The independent accountants of the Association shall be members of the Institute
of Chartered Accountants in England and Wales, and shall not be either officers
or employees of the Association. 58.
The Director shall include in the notice for the Annual General Meeting of the
Association a resolution appointing new independent accountants if, (i) the
independent accountants for the preceding year of account shall notify the
Director in writing before the end of February in any one year that they wish to
be relieved of their appointment, or (ii) the Director on instructions of the
Policy Group, shall have given the independent accountants four weeks notice in
writing of his intention to issue the notice of the Annual General Meeting
containing such a resolution. 59.
The resolution in the notice for the Annual General Meeting appointing new
independent accountants shall be passed if approved by a simple majority. 60.The
independent accountants shall inspect the accounts of the Association and shall
prepare a report to be available to members with the statement of accounts.
The report shall state whether, in the opinion of the independent
accountants, the accounts give a true and fair view of the matters to which they
relate. ALTERATION OF CONSTITUTION
AND RULES 61.
No alteration shall be made to these Constitution and Rules of the Association
except at a General Meeting, at which not less than two-thirds of those present,
and entitled to vote, are in favour of such an alteration.
No alteration shall be considered at any General Meeting unless the
Director shall have received a notice in writing at least 14 days prior to the
date of any meeting, stating in full the proposed alteration.
Due notice of such proposed alteration shall be sent to members at least
7 days before the meeting. INDEMNITY 62.
The President, Immediate Past President or Vice President, Treasurer and
Director, and every other officer or servant of the Association shall be
indemnified by the Association against all costs, losses or expenses which any
such officer or servant may incur or become liable to by reason of any contract
entered into or act done by him in the discharge of his duty in such capacity,
provided that such person has acted honestly, reasonably and within the law. INTERPRETATION 63.
In the event of any question arising at any meeting as to the interpretation of
these rules or in any way relating thereto or as to the conduct of business at
any meeting, the ruling thereon of the Chairman of such a meeting shall be final
and conclusive. 64.
All notices to be given hereunder shall be considered to have been duly given if
posted
pre-paid to the last registered address in the roll of members.
The omission to give any notice to or the non-receipt of any such notice
by any member shall not invalidate any resolution
passed or decision reached at the meeting in question. DISSOLUTION 65.
Upon a resolution in favour of dissolution being passed at a meeting of the
Policy Group, the matter shall be remitted to an Extraordinary General Meeting
of the Association, of which at least 21 days' notice shall be given.
Any resolution to dissolve the Association shall be deemed to be
effective only if three-quarters of those present, and entitled to vote, are in
favour. (a)
Any balance of funds shall be distributed amongst members at the date of
dissolution in ratio to the aggregate subscriptions and levies paid by them
respectively in the previous year, or (b)
Any liabilities shall be contributed by members at the date of dissolution in
ratio to the aggregate subscriptions and levies due from them respectively in
respect of the previous year. APPENDIX I: STANDING ORDERS 1. The
quorum for any meeting of the association shall, in the absence of any
other provision in the rules be one-fifth or 3, whichever is the greater number,
of the members entitled to attend and vote at the meeting. 2.
The position of Chairman shall be taken by the member authorised by the rules to
do so or, if no such member is present, by a member chosen by the members
present and entitled to vote. The Chairman shall conduct the meeting in
accordance with the standing orders and subject thereto his ruling on any matter
of procedure shall be final. 3.
The agenda, if not circulated before the meeting, shall be made available to
every member present at the meeting. Each
member present and entitled to vote at the meeting shall have one vote on any
question, and no vote by or on behalf of a member who is not present shall be
accepted. In the event of a tie of
votes the Chairman of the meeting shall have a casting vote. 4.
Voting on any question shall be by a show of hands unless a ballot is required
by the rules or demanded by two-thirds of the members present and entitled to
vote. In the event of a ballot being
required or demanded, two scrutineers shall be appointed by the meeting, who
shall be responsible for the issue and collection of ballot papers and shall
scrutinise and count the votes. The
ballot shall be held at such time during the course of the meeting, as the
Chairman shall direct. The Chairman
shall ensure that all who vote on a show of hands are entitled to do so and
shall count, or supervise the counting of, the votes. The Chairman shall declare
the results of all voting, whether on a show of hands or a ballot, to the
meeting. 5.
Except as may otherwise be provided for in the rules, in the case of an election
the candidate or candidates receiving the greatest number of votes shall be
declared elected. Any other matter shall be decided by a majority of the votes
cast. 6.
A meeting may be adjourned by resolution carried by two-thirds of the members
present and entitled to vote. At an
adjourned meeting no business shall be transacted that could not have been
transacted at the original meeting. 7.
Sub-committees and working groups may be appointed by the Policy Group for such
purposes and with such powers as may be deemed appropriate. APPENDIX II: MEMBER'S
AGREEMENT I/We
acknowledge receipt of a copy of the Constitution and Rules of this Association,
the contents of which I/we approve, and undertake to conform thereto so long as
I am/we are a member of the Association. Date
................................. Signature
....................................... Name
of Member ....................................... Address
....................................... ....................................... --------------------------------- To:
The Director, The
National Association of Paper Merchants, Po
Box 2850, Nottingham. NG5
2GR APPENDIX III: CURRENT DIVISIONS and SUB-COMMITTEES Boards Division Publishing Papers Division Standing Education
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