(Adopted by the Board of Directors on 16 December 1999 pursuant to Article 21 of the Articles of Association)
All applicants for Full Membership must first apply for Associate Membership of the Association and maintain such membership status for a minimum of six months, or such shorter period as the Executive committee may accept in any case, before their application for Full Membership shall be considered.
Subject to the above, Full Membership status shall be open to any company, individual or other entity which can demonstrate a reasonably acceptable level of competence in their chosen areas of work and which satisfy the Executive Committee that in each case they are worthy of admission as full members and which apply for full membership of the Association and are approved at a meeting of the Executive Committee by a majority of those members of the Committee voting on the application.
It shall not be necessary for applicants to demonstrate their competence on health and safety issues, at the time of application, as the Executive Committee will be entitled to assume that they will comply with all applicable health and safety legislation.
In considering whether an applicant is worthy of membership, the Executive Committee shall be entitled (without limitation) to consider applicants’ financial history and previous business record (including that of any companies of which they have been an owner or manager) and shall be entitled to take into account any lack of compliance with the ethical standards that might reasonably be expected in the relevant area of work.
The Executive Committee may ask an applicant for evidence on any matter which it believes to be relevant to an application for membership.
Full Members shall have the voting rights set out in the Articles of Association and shall be entitled to attend at all meetings of the Company.
Full Members shall be liable to pay an annual subscription of such amount as may be approved by the Executive Committee from time to time and pro rata for any period of less than one year. Members who do not pay such subscription within 30 days of the start of the relevant year (or, if applicable, within 30 days of their admission to membership) shall forfeit the right to vote until payment is made.
Associate Membership status shall be open to any company, individual or other entity who does not satisfy the criteria for Full Membership and who is approved, either at a meeting of the Executive Committee by a majority of those members of the Committee voting on the application, or by the unanimous decision of the Chairman and Vice Chairmen of the Board of Directors.
Associate Members shall have all the rights of Full Members (and in particular the right to attend meetings of the Company) but shall not be entitled to vote.
Associate Members shall be liable to pay an annual subscription of such amount as may be approved by the Executive Committee from time to time and pro rata for any period of less than one year. Associate Members who do not pay such subscription within 30 days of the start of the relevant year (or, if applicable within 30 days of their admission to membership shall forfeit all membership rights. Furthermore, the Executive Committee shall be entitled to cancel the Associate Membership status of any person who does not pay any subscription due from him within 3 months of the due date, but without prejudice to his obligation to pay.
Any company, individual or other entity may apply for election to Full or Associate membership of the Association and any existing member of the Association can nominate another party for membership, in each case, by applying to the Company Secretary. All applicants and nominees must additionally complete an application form in the form attached as envisaged in Article 3.1 of the Articles of Association. The Company Secretary shall be entitled to ask the applicant or nominee for any information which he reasonably thinks to be relevant in order to demonstrate the applicant’s suitability for membership and, on receipt of such information, shall arrange for the matter to be put to a vote of the Executive Committee within a reasonable time.
Honorary Membership shall be open to such persons as the Executive Committee may from time to time approve on the application of any members, and may be granted either for life or for such period as the Executive Committee may agree at the time of its grant.
Honorary Membership may be withdrawn at any time if the Executive Committee so decides.
Honorary Members shall have the same rights and privileges as Associate Members, but shall not be required to pay any subscription.
Details of the entrance fee (if any) and the annual subscription payable in respect of each category of membership shall be kept by the Company Secretary. Such fees must be paid on request and promptly. If the Executive Committee decides to increase the annual subscription payable by any category of Membership, and if practicable, the Company Secretary shall give the relevant members at least 30 days notice of the increase.
Subject to Article 3.3 of the Articles of Association any Member, or Associate Member, or member of the Executive Committee or other Committee of the Association may resign his membership thereof by giving seven days written notice to that effect to the Company Secretary at any time. However no refund of any subscription fees already paid shall be refundable except at the discretion of the Executive Committee or Board of Directors.
The Board of Directors, or the Executive Committee may by resolution expel, or suspend, for such period as it deems reasonably fit, any Member, Associate Member, or Committee Member for any conduct or action that is, in its reasonable opinion, injurious to or inconsistent with the interests of the Association or which would have resulted in a refusal of membership if it had occurred and been known before the member, associate member or committee member applied for membership. If such action is taken there shall be no refund of any subscription money already paid (except at the Board’s or Executive Committee’s discretion) and any sums owing to the Association shall be paid forthwith.
Alternatively, or in addition, the Board or the Executive Committee shall have the power to reprimand any of those mentioned above on any of the grounds set out above.
The members of the Executive Committee shall be such persons as are appointed by the resolution of the Board, but shall automatically include the chairman and Vice Chairmen of the Board and one Associate Member who shall be appointed by the majority election of such Chairman and Vice Chairmen.
The Chairman of the Executive Committee shall be the Chairman of the Board.
The Vice Chairmen of the Executive Committee shall be the Vice Chairmen of the Board.
No more than two people from any one organisation or company may be members of the Executive Committee, or any single Committee of the Association, at any one time.
Subject as below, the Executive Committee shall meet together for the despatch of business, adjourn and regulate its proceedings as it thinks fit. Any of the Chairman or Vice Chairmen may call a meeting of the Executive Committee, giving, except in an emergency, not less than fourteen days notice thereof. It shall not be necessary to give notice of Executive Committee meeting to a member of the Executive Committee who is absent from the United Kingdom.
Subject to the next paragraph, the quorum for all meeting of the Executive Committee shall be seven people and if a meeting at any time shall cease to be quorate it shall automatically adjourn until the same time and place in the following week or such other time and place as the Chairman shall deem appropriate. If at the subsequent meeting seven people are not present the quorum shall be reduced to five.
If less than any two of the Chairman and Vice Chairmen are present at an Executive Committee meeting that meeting shall not be quorate and shall be postponed until such time as they shall attend.
All Executive Committee members shall have one vote at Executive Committee meetings.
Decisions at Executive Committee meeting shall be passed by a simple majority of votes. If there is a tie the Chairman shall have casting vote.
If the Chairman is not present at a meeting of the Executive Committee the vice Chairman who was not the immediate past Chairman shall take the Chair and have a casting vote if there is a tie.
All members of all Committees of the Association have the right to propose matters for the agenda for their respective Committee meetings provided that notice of them is given to the Company Secretary not less than 10 calendar days prior to the meetings.
A resolution in writing signed by all those who are members of a Committee of the Association, shall be as valid and effectual as if it had been passed at a meeting of the relevant Committee duly convened and held and may consist of several documents in the like form each signed by one or more members of the relevant Committee.
The Company Secretary shall keep a register of the Members, Associate Members, Executive Committee Members and Honorary Members (if any) in which he shall enter the following particulars:
(A) their names and addresses
(B) the date on each person was entered in the register and the date on which each person ceased to be a Member, Associate Member, Honorary Member or Executive Committee Member;
The register shall be available for inspection by any Member, Associate Member, Honorary member or Executive Committee Member of the Association at any time on reasonable notice to the Company Secretary.
All members who are businesses, be they incorporated or otherwise, and that have more than one employee must provide the Company Secretary with a list of all their operational damage management staff, be they full or part time, and advise him immediately should such information require updating. Furthermore, such a list must clearly state whether operational staff have Full or Associate membership of the Association as individuals in their own right.
It shall be the duty of every Member, Associate Member, Director or Member of any Committee of the Association to inform the Company Secretary, in writing and as soon as practicable, of any changes to the details mentioned at 10 above.
Each Director, Company Secretary or Member of the Executive or any Committee of the Association shall (to the extent that such person is not entitled to recover under any policy of insurance) be entitled to be indemnified out of any funds available to the Association, which may lawfully be so applied, against all costs, liens, charges, expenses and liabilities, whatsoever incurred by him in the execution and discharge of his duties or in relation thereto, or incurred by him in good faith in the purported discharge of his duties in relation thereto, including any liability incurred by him in initiating, prosecuting or defending any proceedings, civil or criminal, which relate to anything done or omitted in good faith by him or alleged to have been done or omitted by him as a Director, Company Secretary or member of any Committee of the Association as the case may be.
Save with the authority of the Executive Committee, no Member shall at any time use the name of the Association or its collective mark in any document or advertisement issued or published by them, or on their behalf or with their authority, in such a way as to indicate or imply that such a document or advertisement was issued or published by or on behalf of or with the authority of the Association or the Executive Committee.
In no circumstances shall any member that is also a business, incorporate or otherwise, use the collective mark of the Association unless at least 25% of their operational staff that are involved in damage management first acquire full membership status of the Association.
Any dispute or difference arising between any two or more of the Members of the Association, Associate Members of the Association, the Executive Committee, or the members thereof, or any committee of the Association or members thereof concerning the rights and duties of the Association or its Members or Associate members (or any group of either) under or pursuant to the Rules or concerning the affairs of the Association shall be referred to arbitration by a single arbitrator pursuant to the Arbitration Acts for the time being in force. The Arbitrator shall be a person appointed in writing by the parties to the dispute or, failing that, appointed on the application of any party to the dispute by the President (or, failing him, the Vice President) for the time being of the Law Society.