Constitution

1. The association and its property will be administered and managed in accordance with the provisions in this constitution.
2. The Association’s name is “BRENTFORD CHAMBER OF COMMERCE” (and in this document it is called the Chamber).
3. The Chamber’s purposes are
   1. To consider and promote measures calculated to benefit and protect the Commercial and Industrial interests of its members.
   2. To watch over legislative and municipal proposals and matters affecting the business interests of Brentford and the immediate vicinity and represent and express the opinion of the Chamber on commercial and other matters of general interest.
   3. To share information of commercial interest and promote mutual inter-change of ideas.
   4. To promote good fellowship amongst business and professional men and women.

Income and property

4. The income and property of the Chamber shall be applied solely towards the promotion of the purposes.
   1. Executive members are entitled to be reimbursed from the property of the Chamber or may pay out of such property reasonable expenses properly incurred by them when acting on behalf of the Chamber .
   2. Monies may be held by the Chamber for separately designated purposes as agreed at an Executive Meeting and should be applied solely towards the promotion of these purposes.
5. None of the income or property of the Chamber may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Chamber. This does not prevent a member who is not also an Executive Member from receiving:
   1. a benefit from the Chamber in the capacity of a member;
   2. reasonable and proper remuneration for any goods or services supplied to the Chamber.

Dissolution

6. A resolution to dissolve the Chamber must be agreed by 75% of the full membership.
7. If the members resolve to dissolve the Chamber the Executive Members will remain in office and be responsible for winding up the affairs of the Chamber, ensuring they collect in all the assets of the Chamber and must pay or make provision for all the liabilities of the Chamber.
   1. The Executive Members must apply any remaining property or money:
      1. directly for the purposes;
      2. by transfer to any charity or charities or other Associations for purposes the same as or similar to the Chamber;
   2. The members may pass a resolution before or at the same time as the resolution to dissolve the Chamber specifying the manner in which the Executive Members are to apply the remaining property or assets of the Chamber and the Executive Members must comply with the resolution if it is consistent with paragraph 6 above.

Amendment of Constitution

8. This Constitution shall not be altered except by a two-thirds majority of members present at a General Meeting of the Chamber.

Membership

9. Membership shall be open to manufacturers, merchants, traders, professional and business men and women engaged in business in Brentford and the immediate vicinity and to such others as the Executive may decide.
   1. Membership is vested in the company or business who will nominate up to two representatives.
   2. Each member shall have one vote.
10. A public register shall be maintained of members and their addresses and nature of business in which they are engaged.
11. Membership is terminated if:
    1. the Member dies;
    2. the Member resigns by written notice to the Chamber;
    3. the subscription is three months in arrears and upon agreement of the Executive
    4. the Member is removed from membership by a resolution of the Executive that it is in the best interests of the organisation to so do. Such a resolution may only be passed if:
       1. the Member has been given at least twenty one days’ notice in writing of the meeting and the reasons why it is to be proposed;
       2. the Member or the member’s representative has been allowed to make representations to the meeting.
12. The Annual Subscription shall be proposed by the Executive. Members elected on or after 1st January shall pay the full annual subscription which shall cover the year commencing on the succeeding 1st March.
13. There shall be an associate membership for those individuals who offer current services (for free or at a discounted rate) to the Chamber or in recognition of their current position or for such other reasons as the Executive may decide. These shall be listed in the public register as associate members.
    1. Associate members shall be entitled to the ordinary privileges of membership, except the right to vote or take part in the management of the affairs of the Chamber.
    2. They shall not be required to contribute to the funds of the Chamber.
    3. All six Brentford and Syon ward councillors, Leader of Hounslow council, and MP for Brentford and Isleworth constituency shall be offered associate membership for their term of office.

General Meetings

14. General Meetings of the Chamber shall be held on such dates as the Executive may decide. The Annual General Meeting shall be held in May.
15. The Secretary shall call a Special General Meeting of all members of the Chamber on receipt of a request signed by not less than 20% of the membership.
    1. At least 7 days’ notice in writing or using electronic communication shall be given to all members of Special General Meetings.

Quorum

16. A General Meeting of the Chamber shall not take place if a quorum is not present.
17. The quorum at a General Meeting shall be 10 members.

Chair

18. The Chairman of a General Meeting will be the President of the Chamber, or the Vice-President in their absence.

Votes

19. Each member at General Meetings shall be entitled to one vote. In the event of voting being equal, the Chairman of the meeting shall have a second or casting vote.

Officers and executive members

20. The chamber and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this constitution. The officers and other members are together called “the Executive”.
21. The officers of the Chamber shall consist of the President, one Vice-President and a Treasurer. All officers shall be full members of the Chamber.
22. The management of the Chamber shall be vested in an Executive consisting of the officers and not less than 2 members and not more than 4 members of the Chamber. The Executive shall have power to co-opt not more than two further members.
23. When exercising any power in administering or managing the Chamber, each Executive Member must use the level of care and skill that is reasonable in the circumstances, taking into account any special knowledge of experience that s/he has or claims to have (“the duty of care”)
24. No Executive Member, and no one exercising powers or responsibilities that have been delegated by the Executive, are liable for any act or failure to act unless, in acting or in failing to act, s/he has failed to discharge the duty of care.
25. The Executive shall have the power to appoint a paid Secretary as they may deem necessary to assist in carrying out the work of the Chamber. The remuneration or contract for this shall be at the discretion of the Executive.

Appointment of the Executive

26. The Officers of the Chamber and members of the Executive shall be elected at the Annual General Meeting.
27. Half of the Officers and members of the Executive shall retire annually by rotation and shall be eligible for re-election with the exception of the President.
    1. The President shall retire annually, and shall be re-eligible for re-selection for a maximum of three years consecutively.
28. In the event of a vacancy occurring on the Executive a member may be co-opted, but shall retire at the next succeeding Annual General Meeting.

Powers of the Executive

29. The Executive must manage the business of the chamber and have the following powers in order to further the Chamber’s purposes (but not for any other purpose):
    1. To raise funds. In doing so, the Executive must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
    2. to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
    3. to sell, lease or otherwise dispose of all or any part of the property belonging to the Chamber;
    4. to acquire, co-operate with, merge with or enter into any partnership or joint venture arrangement with any other charity or voluntary body formed for any of the purposes and to exchange information and advice with them;
    5. to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
    6. to obtain and pay for such goods and services as are necessary for carrying out the work of the Chamber;
    7. to open and operate such bank and other accounts as the Executive consider necessary in the name of the Chamber;
    8. to do all such other lawful things as are necessary for the achievement of the purposes.
30. No alterations of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Executive.

Disqualification and removal of the Executive

31. An Executive Member shall cease to hold office if they:
    1. ceases to be a member of the Chamber ;
    2. in the written opinion, given to the Chamber, of a registered medical practitioner treating that person, has become incapable of acting as an Executive Member and may remain so for more than three months;
    3. resigns as an Executive Member by notice to the Chamber (but only if at least two Executive Members will remain in office when the notice of resignation is to take effect); or
    4. is absent without the permission of the Executive Members from all their meetings held within a period of six consecutive months and the Executive Members resolve their office be vacated.

Proceedings of the Executive

32. The Executive may regulate their proceedings as they think fit, subject to the provisions of this constitution.
33. Any member of the Executive may call a meeting of the Executive.
34. The secretary must call a meeting of the Executive if requested to do so by a member of the Executive.
35. Questions arising at a meeting must be decided by a majority of votes.
36. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
37. No decision may be made by a meeting of the Executive unless a quorum is present at the time the decision is purported to be made.
38. The quorum shall be five.

Minutes

39. The duties of the Secretary shall be to conduct all correspondence, take minutes of proceedings of all Executive Meetings and such other tasks as agreed by the Executive. The minutes of Executive meetings shall include
    1. all appointments of the Executive;
    2. names of those present;
    3. the decisions made and where appropriate the reasons for the decisions.

Accounts, Annual Report

40. The Treasurer shall keep accounting records and shall produce them to the Executive.
41. Cheques shall bear the signatures of any two of the following: Treasurer, President, Vice-President or Secretary.
42. No commitment to payment over £200, or other sum to be agreed by the Executive, shall be made without prior authorisation by the Treasurer and a member of the Executive.
43. The Treasurer shall produce the Annual Balance Sheet and Accounts.
44. All records of Accounts shall be available at the Annual General Meeting and be open for the inspection of members.
45. An Independent Examiner shall be appointed at the Annual General Meeting to examine the accounts for the ensuing year.

Disputes

46. Should any matter arise for which no provision has been made in these Rules or any doubt as to the interpretation of the Rules, the same shall be determined by the Executive whose decision shall be final.
47. If a dispute arises between members of the Chamber about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

This Constitution was adopted at May 2017 AGM, replacing previous Objects and Rules and can be downloaded (pdf)