STOURBRIDGE CHAMBER OF TRADE CONSTITUTION

1. NAME

The name of the Association is The Stourbridge & District Chamber of Trade and is afterwards referred to as the Chamber.

2. OBJECTIVES

1) To promote and protect the interests of its members and of traders, manufacturers, professionals and business people in and around Stourbridge.

2) The promoting or opposing of legislative or other measures affecting such traders and manufacturers particularly such as may affect traders, manufacturers and business people carrying on business in or near to Stourbridge.

3) The doing of all such other things as are incidental or conducive to the attainment of the above objects or are otherwise for the benefit of business generally in the district and to render all such other services as may be found possible or desirable.

3. MEMBERSHIP

1) All plc and limited companies, partnerships and sole traders of a business or trade establishment in Stourbridge or the surrounding districts shall be eligible to become full members of the Chamber.

2) All candidates for membership shall sign an application for membership.

3) The Chamber on the recommendation of the Executive Committee shall have full power to admit to Honorary membership such persons as having regard to their distinguished services to Stourbridge or otherwise the Chamber may think fit.

4) Any member who wishes to resign shall give one month's notice in writing to the Membership Secretary or The Co-ordinator to that effect.

4. GENERAL MEETINGS

1) The Annual General Meeting of the Chamber shall be held in the month of March in every year and such other Open and Members Meetings shall be held during the course of the year as the Executive Committee may from time to time decide or as may be requisitioned as Emergency Meetings.

2) Not less than 14 days notice shall be given of the Annual General Meeting and of other
Open and Members Meetings (other than Emergency Meetings) at which resolutions are to be proposed. The Notice of Meeting shall set out the terms of all resolutions to be proposed.

3) Emergency Meetings may be called to consider urgent matters on the direction of the President or upon written application to the Co-ordinator signed by not less than ten members. Not less than three clear days notice of an Emergency Meeting shall be given which shall state specifically the business to be transacted thereat. Resolutions directly concerned with the subjects stated to be the business to be transacted at the Emergency Meeting shall be valid resolutions and binding on the Chamber notwithstanding that 14 days notice of such resolution has not been given.

4) Notice of Motion shall be given to the Co-ordinator in writing of any resolution which a member desires to bring before a General Meeting (other than an Emergency Meeting) of the Chamber for discussion at least 28 clear days before the date of the Meeting at which it is desired that such shall be considered. The Executive Committee shall have discretionary powers in regard to the inclusion of such a resolution upon the Agenda.

5) It shall be within the discretion of the President at any Meeting (whether or not it is an Emergency Meeting) to permit discussion of matters which are not on the Agenda for the Meeting. Any resolution that is passed on the agenda, may be refered to the next meeting for ratification if there are more than one objection from the Executive Committee members within 14 days of the minutes detailing such changes being made available to the Executive Committee.

6) General Meetings shall be open to the Media unless a resolution be passed by the members present (as to which no notice shall be necessary) that the Meeting shall be deemed private in which case the business transacted there shall be confidential (in so far as the meeting shall not subsequently authorise publication) and the Media shall withdraw.

5. VOTING

1) Every full member of the Chamber shall be entitled to one vote to be cast (subject as is mentioned below) by the member in person or in the case of a limited company or partnership by a Director or Partner present at the meeting.

2) A member whose business is not normally under the charge or care of a sole owner Director or Partner may vote by its manager or other nominated officer who shall have the right to attend Open and Members Meetings as representing such member in default of a Director or Partner.

3) Honorary Members and Ex-officio members shall have no votes but shall be entitled to attend and speak at meetings.

4) Voting shall be by a show of hands unless otherwise decided by a majority of those present and voting. The Chairman of any meeting shall have a second or casting vote. Any member present may call for secret ballot on any issue.

5) Any member may in writing authorise a manager or other senior executive employed by them (in the case of a sole trader) to vote on their behalf at a meeting and such authorisation may be either general or else limited to a particular meeting and shall only be exercisable if (in the case of a limited company or partnership) no Director or Partner thereof is present. No person may be authorised to vote by more than one member.

6) Prior to any ballot taking place the Co-ordinator or other person authorised by the President shall deliver to each person present who identifies themselves as a member or as authorised to vote by a full member, a ballot paper. The President shall appoint two or more member tellers to collect the ballot papers and record the voting.

6. SUBSCRIPTIONS

1) The annual subscriptions for members shall be such amounts as shall from time to time be fixed at any Meeting of the Chamber. Honorary Members shall pay no subscriptions.

2) All subscriptions shall be due and payable on the 1st day of January each year. Members joining after1st July shall pay one half of the subscription for the current year which shall be due immediately on their election.

3) Any member three months in arrears with his subscriptions shall not be entitled to hold office and new members shall not be so entitled until they have paid their first subscription
7. HONORARY OFFICERS

1) The Honorary Officers shall consist of the President, Vice-President, Honorary Treasurer, Honorary Solicitor and Honorary Auditor. They shall be elected at the Annual General Meeting of the Chamber and hold office for two years when they will be eligible for re-election.

2) If the Office of President becomes vacant due to death or any other reason during the year, the Vice-President shall thereupon and without further election become President of the Chamber but if the Office of Vice-President becomes vacant the same may only be filled by a Members Meeting of the Chamber. The Executive Committee may appoint a Honorary Treasurer, Honorary Solicitor or Honorary Auditor to hold office until the next Annual General Meeting in case any of those offices becomes vacant.

8. EXECUTIVE COMMITTEE

1) The Management of the Chamber shall be vested in the Executive Committee.

2) The Executive Committee shall consist of:

The Honorary Officers
The Co-ordinator
The Chairmen of the Sub-Committees
Past Presidents [Provided they are still active in business in and around Stourbridge]
Three elected members

3) All of the elected members and chairmen of the Sub-Committees shall retire annually but will be eligible for re-election

4) The co-opted members shall hold office until the next Annual General Meeting of the Chamber only. They shall be elected by the Executive Committee from persons eligible to be elected members of the Executive Committee and shall be such persons as the Executive Committee shall consider can usefully serve the Chamber and assist the Executive Committee in their deliberations.

5) Any elected or co-opted member of the Executive Committee shall be absent from three consecutive meetings and shall not satisfy the Executive Committee that they had valid reason for absence from all such meetings the Executive Committee may resolve that a vacancy shall be deemed to have arisen. Any member of the Executive Committee who has missed three consecutive meetings without a valid reason will not be eligible for re-election to the Executive Committee at the next Annual General Meeting.

6) If any elected or co-opted member of the Executive Committee dies, retires or becomes disqualified from membership during their term of office or their place on the Executive Committee otherwise becomes vacant the Executive Committee may elect a new member to take their place for the unexpired period of office of such member.

7) The Executive Committee may establish such sub-Committees as it may consider necessary and may appoint thereon any member of the Chamber. The President shall be an ex-officio member of all such sub-Committees. The Chairmen of these committees are to be elected annually at the AGM

8) All business transacted at Executive Committee Meetings shall be considered confidential until it is reported to a Open or Members Meeting but the Executive Committee shall have discretionary power to authorise publication of any matters which they deem it desirable shall be made public.

9) At meetings of the Executive Committee all questions shall be decided by a majority of the votes of the members present and voting, the President having a casting vote.

9. ELECTIONS

1) Subject as mentioned below all full members of the Chamber, all Directors of, or Partners in full members and all persons employed in an executive capacity by a full member shall be eligible for election as Honorary Officer or elected member of the Executive Committee save that the Honorary Solicitor shall be a practicing Solicitor and the Honorary Auditor shall be a qualified Accountant.

2) Nominations for the Honorary Officers and elected members of the Executive Committee for the ensuing year shall be handed to the Co-ordinator not less than 14 days before the Annual General Meeting (or in the case of a casual vacancy in the office of Vice-President 14 days before a General Meeting at which a resolution to elect a new Vice-President is to be proposed) and shall be signed by the Proposer and Seconder and shall have attached thereto the written consent of the nominee to act if they are elected; the list of nominations shall be circularised to every member not less than 7 days before the Annual General Meeting.

10. QUORUM

The quorum for Open and Members Meetings shall be 8, for an Executive Meeting 6, and for a Sub-Committee such number as the Chairman for the time being shall decide.

11. SECRETARY

The Executive Committee may appoint a salaried Secretary of the Chamber who need not be a member of the Chamber; such salaried Secretary shall hold office at the pleasure of the Committee until the next Annual General Meeting when they will be eligible for re-appointment. The Secretary shall be paid such salary and shall perform such duties as the Executive Committee may from time to time determine.

12. DUTIES OF OFFICERS

1) The duties of the several officers shall be such as may from time to time be decided upon by the Executive Committee.

2) If for any reason the President is unable to officiate their place shall be taken by the
Vice-President and shall possess all powers which are hereby conferred on the
President.

3) The Executive Committee may pay to any Honorary Officer such annual or special honorarium as the Executive Committee may consider proper.

13. DISQUALIFICATION

Any person shall be disqualified from continuing a member (unless the Executive Committee shall otherwise determine) and shall forfeit their subscription who shall;

1) be adjudged a bankrupt or (in the case of a limited company) go into liquidation.

2) be convicted of any criminal offense which affects their good reputation.

3) divulge to any persons (except in the proper course of their business) any confidential information which he may have obtained from any Officer or publication of the Chamber.

4) infringe any of the rules or regulations of the Chamber.

Such persons to be liable for all damages loss or expenses sustained by the Chamber through any such conduct.

14. ADDITIONAL POWERS

If any matters shall arise which are not covered by these Rules, they shall be dealt with in such manner as the Executive Committee may think proper and such decision shall be brought before the next General Meeting for confirmation.

15. DISSOLUTION

The Chamber may be dissolved with the consent of a two-thirds majority of the members present at a Special Members Meeting of the Chamber duly summoned for that purpose. On dissolution of the Chamber the assets of the Chamber shall be sold and divided equally between the full members of the Chamber at the date of such resolution.

16. ALTERATION OF RULES

These Rules may only be altered at the Annual General Meeting or at an Extraordinary General Meeting called for that purpose of which at least 14 days notice has been given specifying the alteration which is to be proposed.

All persons duly elected to membership shall be bound by these Rules.

Any questions relating to this Constitution should be directed to the Chamber Co-ordinator at:

Email: CHarwickegarner@aol.com

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