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UKCPI Rules of Association The Association shall be called the UK Cleaning Products Industry Association (abbreviated to UKCPI). 2. OBJECT The object of the Association is to promote and protect the interest of the trades mentioned in Rule 3 by all such lawful means as may from time to time seem expedient and in particular to promote or oppose legislative or other measures as may from time to time be necessary; provided that the Association shall not restrict competition, either as between one member of the Association and another or as between members of the Association and non-members, and whether by way of price-fixing, allocation of markets, or otherwise. 3. MEMBERSHIP Subject to the provisions of Rule 11 (b), membership of the Association shall be open to person's firms or companies engaged in the United Kingdom in the manufacture or supply of cleaning, hygiene and maintenance products to the UK retail and professional trade and to suppliers of ingredients for such products. 4. COUNCIL The affairs of the Association shall be conducted by a Council consisting of not less than six nor more than twenty members. Councillors shall be elected by the majority of all the Members present at the Annual General Meeting of the Association. The Council shall contain up to four Councillors elected from candidates representing members who are for the time being liable to pay only the minimum subscription determined by the Council under Rule 8. All others shall be elected from candidates representing members liable to pay more than that minimum. Councillors in their turn shall elect from among their number a Chairman and Vice-Chairman who shall hold office until the next Annual General Meeting. Notice of intention to propose a person for election to the Council at the Annual General Meeting shall be given to the Director-General in writing not less than 48 hours before the commencement of the Annual General Meeting. Such notice shall contain the name of the person to be proposed. In the case of a firm or company, a person nominated for election as a Council member should normally be a director, officer or senior executive or someone of similar standing. 5. VACANCIES ON THE COUNCIL At each Annual General Meeting of the Association four of the Councillors elected by the Members present at the previous Annual General Meeting shall retire. The Councillors to retire each year shall be those who have been longest in office since their last election but as between persons who became Councillors on the same day those to retire shall be determined by lot. A Councillor may resign his position upon giving one calendar month's notice in writing to the Director-General of his intention to do so, and such resignation shall take effect upon the expiration of such notice or earlier by acquiescence of the Council. The continuing Councillors may act notwithstanding any vacancy in their body, and may elect a new Councillor to fill any vacancy however arising. 6. MEETINGS OF THE COUNCIL Meetings of the Council shall be held as necessary, and six Councillors shall form a quorum. The Chairman shall preside at the Council Meetings, or in his absence the Vice-Chairman, or (in the absence of both of them) one of the Council who shall be elected Chairman of the meeting. Each Councillor shall have one vote. A Councillor may from time to time by notice in writing to the Director-General appoint another person in his stead to attend and vote at any Council Meeting. The Chairman of the Meeting shall have an original and also a casting vote. 7. POWERS OF THE COUNCIL The Council shall direct the policy of the Association, subject to any directions given by the Association in General Meeting, and shall be responsible for the application, disposal and investment of its funds and shall have power to appoint, suspend and discharge its servants and agents, and to fix their remuneration. Furthermore, it shall have the power to appoint one or more committees as may be required and to make any necessary by-laws, standing orders and rules of procedure, provided that the same are not inconsistent with these Rules. 8. ENTRANCE FEE AND SUBSCRIPTION The Council shall fix the amount of the entrance fee and the annual subscription payable by each Member, subject to revision if demanded or approved by a majority of the Members of the Annual General Meeting or at an Extraordinary General Meeting of the Association. Any firm, company or person carrying on a business at more than the one place under the same name shall be charged one entrance fee only and one subscription and shall be regarded as one Member. The amount of each Member's annual subscription shall be regulated by such a scale as the Council may from time to time determine. 9. DIRECTOR-GENERAL A suitable person shall be appointed by the Council to act as Director-General. The Director-General shall be the chief officer of the Association, with duties defined from time to time by the Council, and shall hold this appointment for such period and on such terms as the Council shall determine. In addition to the duties defined by the Council, the Director-General or another member of the Secretariat shall attend all meetings of the Council and all Meetings of the Association unless excused therefrom, shall keep a Minute book recording all transactions and resolutions, and shall keep all necessary books of Account. 10. ANNUAL REPORT AND ACCOUNT & AUDITORS The Council shall submit to each Annual General Meeting of the Association a report of its proceedings during the preceding year together with a financial statement of the affairs of the Association, the correctness thereof being duly certified by Auditors to be appointed by the Association in General Meeting. The financial year of the Association shall run from 1 October to 30 September. 11. ELECTION OF MEMBERS a. Any person, firm or company wishing to become a Member of the Association shall complete a form of application (which shall include an undertaking to conform if elected to the Rules of the Association for the time being in force and to any resolution passed at a general Meeting of the Association or at a Meeting of the Council) and send it to the Director-General, who shall lay it before the Council at their next meeting. In deciding whether or not to elect the applicant to membership, the Council shall have complete discretion and may refuse membership to any person firm or company without assigning any reason therefor. b. The Council may at its complete discretion elect to membership any applicant whose connection with the trades mentioned in Rule 3 is in the Council's opinion such as to make the applicant's election to membership desirable in the interests of the Association. 12. REPRESENTATIVES OF FIRMS Every firm or company which is a Member of the Association shall nominate in writing one partner or director or other person, whose name shall be entered on the Register of Members, who shall be exclusively entitled to exercise all the rights of membership on behalf of such firm or company. Such nomination may at any time be changed by the firm or company on written notice of the change being given to the Director-General. 13. DISQUALIFICATION OF MEMBERS The Council may expel from the Association any Member of the Association who: a) infringes the Rules of the Association, or 14. WITHDRAWAL OF MEMBERS A member may withdraw from the Association at any time by notifying the Director-General in writing but shall not upon withdrawal be entitled to a refund of any subscription already paid or to refuse payment of any subscription due at the time of withdrawal. 15. ANNUAL GENERAL MEETING The Annual General Meeting of the Association shall be held in the Month of October or November every year at which shall be transacted any other business which ought to be transacted at an Annual General Meeting apart from the presentation of the Council's report and approval of the accounts. 16. EXTRA-ORDINARY GENERAL MEETINGS The Council may whenever it thinks fit, and shall on the requisition in writing of not less than eight members, convene a Meeting of the Association other than the Annual General Meeting and any such meeting shall be called an Extraordinary General Meeting. 17. NOTICE Not less that 14 days' notice of any Meeting of the Association shall be given to Members. Such notice shall state the general nature of the business to be transacted at the Meeting. 18. VOTING Every resolution submitted to a meeting of the Association shall be determined by a majority vote, except as provided for in Rules 23 and 25 below. A Member of the Association may from time to time by notice in writing to the Director-General appoint another Member in his stead to attend and vote on his behalf any Meeting of the Association. 19. QUORUM Fifteen Members shall constitute a quorum at meetings of the Association. 20. CHAIRMAN The Chairman of the Council and failing him the Vice-Chairman shall preside at all meeting of the Association. Should neither be present, the Councillors present shall choose a Chairman from among their number. The Chairman for the time being shall have an original and casting vote. 20A. i) Council shall have power to appoint by Resolution Trustees to hold leasehold or freehold property on behalf of the Association. ii) There must be not less than two or more than four Trustees of the Association. iii) The Trustees shall be indemnified against all risks, costs and expenses arising either directly or indirectly from the vesting of Association property in them or the acquiring of property by them in accordance with a resolution of the Council. iv) Where by reason of the death, resignation or removal of a Trustee a new Trustee needs to be appointed, or if the Council deems it expedient to appoint an additional Trustee or additional Trustees, the Council may by Resolution make such appointment. 21. MINUTES All minutes of the Council and of Meetings of the Association shall be entered in the respective minute books and be signed by the Chairman of the Council or the Chairman for the time being of the meeting at which the same are confirmed. Such minutes when so duly signed shall in all cases and for all purposes whatever be binding upon the Association and upon every Member and Officer thereof. 22. INDEMNITY If any prosecution, action or suit at law be commenced against any Councillor or the Director-General or any other servant or agent of the Association for anything done by him in the proper or reasonable discharge of his duty, such person shall be defended at the instance of the Association and indemnified by and at the cost of the Association from all damages, costs and expenses which may be incidental to or result from such prosecution, action or suit at law, and the Council are hereby empowered to apply any funds of the Association for that purpose. 23. ALTERATION No modification or addition to these Rules shall be made unless such modification or addition shall be have been approved by a majority of two-thirds of the votes cast thereon at a General meeting of the Association. 24. INTERPRETATION OF RULES In case any matter shall at any time arise not provided for in these Rules, or any doubt arise as to the interpretation of these Rules, the same shall be settled or interpreted by the Council whose decision shall be final. 25. DISSOLUTION The Association may be dissolved by the votes of a majority of two-thirds of the Members present at a General Meeting, provided that one month's notice of any such proposal shall be given to all the Members of the Association. If on dissolution there shall remain any surplus assets such surplus shall be divided between the members at the date of dissolution rateably and in proportion to the amounts which such members have contributed during the 5 years immediately preceding the date of dissolution by way of subscriptions. END
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