Memorandum of association
1. The Name of the Association
The name of the Association hereinafter called "the Association" is "The European GPR Association".
2. The Objects of the Association
The objects for which the Association is established are:
- To improve, extend and rationalise the professional standards of firms and corporations offering GPR surveys within Europe.
- To establish and maintain relations with European governments, departments, ministries, statutory undertakers and other organisations so as to create and safeguard co-operation, understanding, standards and efficiency and generally facilitate the conduct of member firms and corporations.
- To provide a medium through which members of the Association can consult with each other on all matters of interest to them and to afford a means whereby, the procedure, practice and knowledge of their profession may be coordinated and published.
- To organise, sponsor and participate in conferences, exhibitions, or missions in any part of the world.
- To provide and operate a central library for the collection of all types of information of value to the members of the Association and to print, publish, circulate and otherwise make available the same to the members of the Association and other approved organisations.
- To set standards relevant to the industry from time to time, and negotiate with the relevant authorities the use of these, at the same time encouraging their use by Association members.
- To provide a vehicle to give advice and assistance to members of the Association on any matter arising in the course of their practice.
- To provide a vehicle whereby members of the Association can liaise with universities, institutions, colleges and companies conducting courses on all matters of mutual interest or convenience,
- To liaise with manufacturers, suppliers, trade associations and other industries on matters of mutual interest.
- To employ advisers or workers in connection with the objects of the Association and to pay, therefore such fees or remuneration as may be thought expedient.
- To do all such other things as are incidental or conducive to the attainment of the above objects or any of them.
The objects of the Association shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
3. Financial Responsibilities of the Association and its Members
- The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of' profit, to members of the Association and no member of the Association or its subcommittees shall be appointed to any paid 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. Provided that nothing herein shall prevent any payment in good faith by the Association
- of reasonable and proper reimbursement of approved out of pocket expenses to any member, officer or servant of the Association for any services rendered to the Association. Any expenses in excess of £100.00 shall be agreed with the treasurer beforehand.
- of interest on money lent by any member of the Association at a rate per annum not exceeding 2 per cent over the minimum lending rate prescribed for the time being by the Bank of England.
- of reasonable and proper rent for premises demised or let by any member of the Association.
4. Liability of Members
The liability of the members is shared equally among the Full Members. The amount of such liability shall be decided by the Association's Auditors as appointed under Clause 9 r iii.
The Association recognises three categories of membership, whose broad definitions are as follows:
Full Membership. Companies, organisations or academic institutions who are engaged in carrying out the business of using GPR as a mainstream activity or as part of the research programs undertaken by their organizations shall be entitled to full membership if either:
- they have satisfied all the necessary qualifications for membership and the executive committee of the Association has at its next regular meeting voted in favour of membership, or:
- the Association has at a regular meeting voted in favour of the appointment of such company, firm or organisation being a long-established and respected member of the industry as a full member;
- the Association has at a regular meeting voted in favour of the appointment of such company, firm or organisation being a long-established and respected member of the industry as a full member.
Full World Wide member, is one where the company or institution resides outside of mainland Europe, and would not normally be expected to attend regular meetings.
Individual. Individual membership is open to any individual who works or is interested in the field of GPR and wishes to be associated with the Association and its activities and shall pay an annual subscription of 50% of the full annual subscription set under clause 6f of the articles of memorandum. It is not intended for this category of membership to take precedence over full membership. Individual membership will only be awarded in exceptional circumstances, at the discretion of the executive committee.
Corporate member. A corporate membership applies to a group company who might otherwise apply for full membership, but has 5 or more subsidiary companies, which are discrete corporate entities or franchisee's The membership fee applicable shall be 5 times the full membership fee as outlined in 1(a) above, with additional franchisee/subsidiary's above 5, being charged at 50% of the normal membership. Note corporate membership does not apply to single corporate entities that may own more than one system either at one office or located at different branch offices.
The decision of the executive committee shall be final in awarding or recommending a category of membership.
The appropriate sum should accompany your application (VAT is not chargeable). Invoices will be issued to renew your subscription each year on 1 July. If sending your application by Email, please forward your cheque under separate cover. (If your application is unsuccessful, you will be refunded or your cheque returned to you).
6. Financial Powers and Duties of the Association
- The Association shall at the Annual General Meeting agree a budget for the coming financial year in accordance with clause 9r(ii).
- The financial year of the Association shall end on 30 June in each year.
- The Association shall be obliged to keep records and the Treasurer must at all times have available details of all costs incurred which have been agreed by the members and of the manner in which these have been recovered
- The accounts shall as soon as practicable after the end of each financial year be audited by a professional accountant who shall be appointed at each Annual General Meeting and who shall not be a member of the Association. The audited annual statement of income and expenditure together with a balance sheet of assets and liabilities shall be presented and approved at the Annual General Meeting.
- The Treasurer shall pay all direct costs of the Association from the Association's account upon cheques with two signatures being that of Treasurer and either the Chairman or Secretary.
- Association members shall pay an annual membership subscription to the Association as is from time to time decided by a general meeting of the Association.
7. General Rules and Members Obligations
- Every member shall be bound:
- To observe the standards set by the Association and to follow in commercial practice the Association's Code of Ethics.
- To comply with the provisions of the Memorandum of Association and all bye-laws, rules, and regulations of the Association for the time being in force.
- To treat and ensure that all partners, officers, employees and (in the case of organisations) members of such Association member treat as strictly confidential all information not yet the subject of common knowledge and not openly published elsewhere obtained by reason of membership except to such extent as the Association may agree to the dissemination of such information to non members.
- A member shall retire from the Association only if it gives to the Secretary written notice to that effect and pays with such notice any unpaid sums for the current and previous financial years and any further sums whether by way of costs or otherwise which such member has agreed to pay.
- Members shall be entitled to use the Association logo and/or the words "Member of the European GPR Association" on their note paper, publicity material and other stationery. If members wish to print any other details or information about the Association the Association's publicity officer must be notified in writing of the proposed wording and the written approval of the publicity officer must be obtained before details or information can be used in any way.
8. Removal and Disqualification of Association Members.
A member shall cease to be a member on the occurrence of any of the following events:
- On being removed by a resolution of the Association passed by a majority of at least three-quarters of the Association members present and voting at a meeting of which not less than 21 clear days' notice has been given. Such notice shall specify the intention to propose such resolution, state the grounds on which such resolution is to be proposed and shall be sent to the member and all Association members. Such member shall have the right to be heard orally at such meeting or by written representation but the Association shall have an absolute discretion to remove any member whether due to non-compliance with Article 7 or otherwise and to determine whether and to what extent a refund of subscription should be made to such member and whether and to what extent such member should be relieved of liability for future subscriptions or contributions it has agreed to pay.
- Automatically upon:
- appointment of a representative without the consent of the Association in general meeting to hold any office of profit under the Association or
- appointment of a trustee in bankruptcy, receiver or administrative receiver over the whole or any part of its undertaking or assets or passing of a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or becomes subject to any administration order or entry into any arrangement or composition with creditors or cessation of business.
- resignation of its membership in writing to the Association or
- is directly or indirectly interested in any contract with the Association and fails to declare the nature of its interest to the Association in general meeting.
A member shall not vote in respect of any contract in which it is interested or any matter arising thereout without the prior declaration of such interest by that member and the subsequent approval of the meeting.
9. Procedures at Meetings of the Association
- Voting is restricted to full members who shall each be entitled to one vote. All members of the Association shall be entitled to attend at meetings.
- No member shall be entitled to vote at any meeting if any sums presently payable in respect of its membership are in arrears for more than three months.
- No company, firm or organisation which is a member of the Association shall exercise any rights to vote, sign any resolution or propose or second an Association member until it has lodged with the Association a written nomination of a main representative who shall be a partner, director or senior executive who shall act as its representative and vote, requisition and attend meetings, sign resolutions, propose and second members and generally exercise all rights of membership on behalf of such company, firm or organisation which shall he bound by all acts of such representative and by all liabilities and incidents of membership. Alternative nominated representatives up to a maximum of six may be made, any or all of whom may attend meetings of the Association. Only one main or alternative nominated representative may exercise voting rights if more than one representative of the company, firm or organisation attends a meeting.
- Votes may be cast either by the member or its representative in person at the meeting or by written proxy appointing the Chairman or another nominated member. Proxies must be delivered to an officer of the Association not less than 48 hours before the time for holding the meeting at which the person named in the proxy proposes to vote.
- If any other than the nominated representative of a company, firm or organisation attend a meeting, he or she may act as an observer, take part in discussion, but will not have the right to vote, sign any resolution or propose or second members.
- The Association shall have the right to request the replacement of a representative and such request shall not unreasonably be refused. The company, firm or organisation affected shall be invited to nominate another of its partners, directors or senior executives.
- Any revocation of the nomination of a representative and new nomination shall be in writing and shall be ineffective until approved by the Association.
- The Association shall hold meetings of members at intervals not exceeding six months for the despatch of business, and may adjourn and otherwise regulate its meetings as it thinks fit. Matters arising at any meeting shall be decided by at least a three quarters majority of votes.
- Not less than 21 clear days' notice in writing of the meetings of the Association shall be given to all members of the Association, provided that shorter notice may be given if it is so agreed by all the members for the time being entitled to attend and vote at such meetings. Notice of Association meetings will be sufficiently given if sent by prepaid post to addresses of the Association members specified for such purposes. Notices so sent shall be deemed validly served on any Association member whether or not for the time being absent from the United Kingdom. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted. An agenda shall be emailed to members at least 7 days prior to any meeting with a request for any opinions of any persons of organizations not able to be present to be held by the chair along with their proxy vote if applicable.
- At least one third of the Association members may, and the secretary on the requisition of such Association members shall, at any time summon a special meeting of the Association giving due notice as prescribed in clause 9f.
- All acts done by any meeting of the Association or of a committee of the Association or by any person acting as an Association member shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or representative as aforesaid, or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be an Association member.
- No business shall be transacted at any meeting unless a quorum of full members is present at the time when the meeting proceeds to business; save as herein otherwise provided 33% of full members present in person or by their representative or by their valid proxy, shall be quorum. The number of members eligible to vote shall be published on the agenda by the Secretary to be distributed with the Minutes of the previous meeting to all members fourteen clear days before the meeting.
- If within a half an hour from the time appointed for the meeting a quorum is not present, or if during a meeting such quorum ceases to be present, the meeting may at the Chairman's discretion continue as if there were a quorum. Any decision arising from such a meeting will be minuted and distributed to the membership to exercise their right to vote on the issue, if no vote is received within 21 days of distribution of the minutes it will be deemed that the resolution be passed by the membership.. If at that next meeting a quorum is not present within a half an hour from the time appointed for the meeting, or if during such a meeting a quorum ceases to be present, the members present shall be a quorum and may transact the business for which the meeting was called. Due notice shall be given of this next meeting.
- The Chairman, if any, of the Association shall preside at every meeting of the Association, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Association members present shall elect another representative to be chairman of the meeting.
- The Chairman may, with the consent of any 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.
- At any Association meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a ballot is (before or on the declaration of the result of the show of hands) demanded by any member present in person or by its representative or by proxy.
- Unless a ballot be so demanded a declaration by the Chairman that a resolution has on a show of hands 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 book containing the minutes 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 such resolution.
- The demand for a ballot may be withdrawn, 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.
- A ballot demanded on the election of a Chairman, or on a question of adjournment, shall be taken forthwith. A ballot demanded on any other question shall be taken at such time and place as the Chairman of the meeting directs, and any business other than that upon which a ballot has been demanded may be proceeded with pending the taking of the ballot.
- A resolution in writing signed by at least two-thirds of members for the time being entitled to attend and vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the Association duly convened and held provided that such resolution shall have been sent to all members entitled to receive notice of and to attend and vote at general meetings and such resolution may consist of several documents in like form each signed by one or more members.
- The Association shall each calendar year hold an Annual General Meeting, which shall be the first meeting after 1 July in each year. At this meeting the following business shall be transacted:
- The Association shall elect a Chairman, Secretary, Treasurer and such other officers as the Association may from time to time decide, and if appropriate approve the rate of remuneration of any officers and determine the period for which they hold office. The minimum period of office shall be twelve months.
- Approval of a budget for the following year.
- Approval of the audited accounts for the previous year and appointment of an auditor for the next year in accordance with clause 6d.
- Any other business which may seem relevant may be discussed.
- The Chairman of the Association is responsible for presiding over meetings of the Association, retaining a casting vote in the event of a deadlocked meeting, and representing the Association in an honorary capacity at external functions. The chairman has no individual executive powers, but may be mandated to carry out specific actions or duties on behalf of the Association by a majority of members at a quorate meeting or when separately mandated by the executive committee.
- The duties of the Secretary are to take the minutes of the Association meetings and run the general affairs of the Association between meetings, including dealing with all correspondence of a non-technical nature, The Secretary will present a report at each meeting, for distribution to the members, summarising the activities carried out by the Secretary on behalf of the Association since the previous report.
- The Association may elect a Licensing officer who’s duty is to liaise with the various licensing authorities to the benefit of all the members of the association. The licensing officer may co-opt other members of the association to assist him from time to time as is necessary
The Chairman, Secretary and Treasurer shall be eligible to stand for 4 consecutive years. Following such tenure such persons may not stand for another officer position for at least one clear year following the closure of term of their office.
10. Executive Committee
- The affairs and property of the Association shall be controlled and managed by an executive committee which may exercise all such powers of the Association as are not required by this Constitution to be exercised by the Association in General Meeting.
- The executive committee shall be at least three full members of the Association. Any actions of the executive committee should be reported at the next meeting.
- Nominations for members of the executive committee signed by two members of the Association and by the person nominated to indicate willingness to serve and indicating the post for which he is nominated must be received by the Secretary at least 42 days before the Annual General Meeting. The Secretary shall email, or post if the member does not have an email address ballot papers to all members of the Association no later than 28 days prior to the date of the Annual General Meeting. Members of the Association wishing to vote on the election of members to the executive committee must complete such ballot papers and return them to the Secretary no later than seven days prior to the date of the Annual General Meeting. If returning such ballot papers via email, one other member should email the secretary confirming and seconding the nomination The nominated person can also confirm their willingness to stand for the position to the secretary via email. In the event that only one nomination is received in accordance with the above provisions, no ballot shall be required and the nominee shall be deemed elected to the specified post. In the event that no nomination is so received for any vacancy a nomination made at the Annual General Meeting for that vacancy by any two members with the consent of the person so nominated shall be valid.
- The executive committee may from time to time appoint a member, or person willing to become a member, of the Association as a member of the executive committee to fill a casual vacancy. Any member so appointed shall retain his office only until the end of the next Annual General Meeting.
11. Other Officers, Co-options and Attorney(s)
- The Association may have a President who shall be an ex-officio member of the Association and any other Committees set up by the Association but shall not unless otherwise agreed by the Association take precedence at any general meeting or committee meeting over the Chairman of such meeting.
- The Association may elect or employ officers to carry out various duties such as librarian, publicity officer and membership secretary.
- The Association shall have power to co-opt as associate non-voting members, persons from professional institutions, teaching establishments and other public bodies to assist them in their deliberations. These shall either be accepted on a meeting by meeting basis or until they are excluded by a vote of the Association. In exercising the power of co-opting such additional persons the Association shall have regard to the particular qualifications of the persons co-opted or to the desirability of ensuring that various interests represented in the membership of the Association or otherwise are adequately represented on the Association or to the value of the information or advice which the person(s) so co-opted can give. The Association may afford any person so co-opted such right of audience as it sees fit.
- The Association may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons nominated by the Association to be the attorney or attorneys of the Association for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Association under these articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Association may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.
12. Records of the Association
- A complete list of full (being founder or otherwise), probationary , associate, individual and overseas members including nominated and alternative representatives, addresses and attendance of meetings shall be kept. This list to be kept up to date and shall be used to calculate a quorum for a meeting.
- The Association shall cause minutes to be made in books provided for the purpose:
- of all appointments of officers made by the Association.
- of the names of the Association members present at each meeting of the Association and of any committee of the Association.
- of all resolutions and proceedings at all meetings of the Association and of Committees of Association members and every Association member present at any meeting of the association or a Committee of Association members shall sign his name on an attendance list to be kept for that purpose and shall be the representative to vote at that meeting. If more than one representative is present, the representative entitled to vote shall indicate his status on the attendance list. Where reference is made here to members, it shall refer to companies, partnerships, organisations or sole traders who are members and not to their individual representatives.
- Standards of the association and the established Code of Ethics shall be recorded in the Minute book of the Association and thereafter, until revocation, be regarded as integral parts of this Memorandum.
- A record of documents shall be held in the Association library.
- The Association may delegate any of its powers to committees consisting of such representatives of members or members of the Association as it thinks fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Association.
- A committee may elect a Chairman of its meetings; if no such Chairman is elected or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same the representatives present may choose one of their number to be Chairman of the meeting.
14. Amendments to the Memorandum
Amendments to the Memorandum of Association must be passed by a majority of at least three-quarters of the Association members present and voting at an Association meeting of which not less than 21 clear days' notice has been given specifying the intention to propose such amendment setting out the wording of the proposed amendment and as far as possible stating the grounds for such a resolution, and such notice shall be sent to all members of the Association.
The amendment if passed shall not be effective unless ratified at the next regular meeting of the Association by at least a three-quarter majority of members present in person, by representative or proxy and entitled to vote and is effective from a date to be agreed at the meeting at which the amendment is ratified.