1. The Constructing Excellence Midlands is a Company limited by guarantee.
2. The Company is regulated by its Memorandum and Articles of Association, and should comply with the Companies Act in all respects including the holding of Annual General Meetings. These do not directly affect the running and organisation of the Organisation.
3. The Company’s affairs are directed by a Board of Directors. The Board shall consist of the individuals who are appointed by the Members.
4. The principal activity of the Company is to operate a Membership Organisation under Byelaws. The Byelaws shall be enacted by the Membership at General Meetings constituted under the same Byelaws.
5. The governing body of the organisation shall be known as the Board of the Constructing Excellence Midlands and shall consist of a minimum of three Directors. If a Member of the Board changes his employer during his term of office, he shall offer his immediate resignation to the Board. This shall be accepted if, in the opinion of the other Members, he or she would not have been elected in the new circumstances.
6. The Board shall be chaired by the Chairman of the Organisation as elected annually at the Annual General Meeting.
7. Meetings of the Board shall be held at least quarterly but any two Directors can request in writing that a meeting be called, in which case the Chairman shall call such a meeting within 14 days of his receiving written notification.
8. A minimum of three Members of the Board shall constitute a quorum.
9. The Board shall co-opt further Members, as it may decide from time to time.
10. The Board shall appoint a Secretary to the Organisation or other paid official (Executive Director) if it considers that to be appropriate or necessary. This appointment shall be confirmed annually by the Board.
11. The Board shall arrange that the financial affairs of the Organisation are well ordered and accounted for properly. Accounts of the Organisation shall be produced from time to time and audited Annual accounts shall be submitted to a General Meeting of the Organisation. The Board shall be responsible that the accounts reflect a true and fair view of the affairs of the Organisation. To that end, an auditor shall be appointed who shall report to the Members of the Organisation.
12. Any company, Organisation, individual or other body may apply to the Board to become Members of the Organisation provided that they have an operational base in the Midlands region.
13. Members shall:
a) Apply for Membership in the name of the company/individual and the acceptance of such application shall entitle that company/individual to the benefits of Membership.
b) Pay a subscription as shall be agreed each year by the Board
c) Have one vote at the Organisation’s Annual General Meeting in respect of each full subscription paid
14. Annual subscriptions shall be for a year to 31 May. Rates of annual subscription shall be proposed by the Board and presented at the Annual General Meeting.
15. Members joining during the course of a financial year shall be liable for only 50% of the relevant annual subscription if the date of joining is later than 30 November. Members leaving during the course of a financial year shall be liable for the subscription for the whole year without any refund or rebate.
Exclusion of Members
16. The Board may expel a Member if, in the opinion of the Directors, the conduct of the Member renders them, after due and diligent enquiry, unfit to be a Member or the Member is considered not to be adhering to the Members Charter. Members so expelled are entitled to appeal against the expulsion to the whole Membership of the Organisation in General Meeting.
17. A General Meeting of the Organisation shall be held each year at which, inter alia, the following business shall be conducted:
a) Election of a Chairman
b) Approve accounts, hear Auditor’s Report and appoint Auditor
c) Change Byelaws
18. One quarter of all Members shall constitute a quorum at a General Meeting of the Organisation.
19. A Notice calling a General Meeting shall be posted to all Members at least 21 days before the date of holding the Meeting. The Notice shall contain the wording of Resolutions, duly proposed and seconded, which are to be put to the Meeting. No other Resolutions, or amendments to the Resolutions, may be proposed and seconded at the Meeting.
20. Proposals by Members for Resolutions to be put at General Meetings shall be submitted to the Board at least 42 days in advance of the date of the Meeting. The Board shall have no power to refuse to submit such Resolutions or to amend the wording unless by agreement with the proposer concerned.
21. No member shall be entitled to vote at a General Meeting unless all monies presently payable by the Member to the Organisation have been paid.
22. On all Resolutions at a General Meeting, votes may be given either personally or by proxy. The instrument appointing a proxy shall be in writing under the hand of the Member and shall be deposited with the Organisation not less than 48 hours before the time for holding the meeting.
23. All Resolutions at a General Meeting shall be decided by simple majority of Members voting, including Proxy votes. In the event that there is an equality of votes, the Chair of the Meeting shall be entitled to a second or casting vote.
24. A General Meeting of the Members of the Organisation may be called by the Board on demand from a minimum of 25% of the Members.
25. The final day of the financial year of the Organisation shall be 31 May.