ARTICLES OF ASSOCIATION
1. For the purposes of these Articles of Association, the following definitions will apply :-
a. “Act” means The Companies Act 2006.
b. “AGM” means the Annual General Meeting.
c. “Society” means the Philatelic Traders’ Society Limited.
d. “Council” means The Committee of Management for the time being of the Society which consists of 12 members of the PTS who are elected annually to run the Society in accordance with these Articles.
e. “General Meetings” means any general meeting of the members (including the AGM), convened and held in accordance with these articles
f. “Members” means members of the Society.
g. “These Articles” means the Articles of Association of the Society from time to time in force.
h. “Secretary” means the Secretary of the Society in accordance with these articles.
i. “Office” means registered office of the Society.
j. Code of Conduct means the code of conduct of the Society in force from time to time.
k. “In Writing” means written (in English) by hand or computer and delivered by hand, and also incudes writing delivered via email.
l. Words implying persons shall include corporations, partnerships and firms, and unincorporated bodies.
MEMBERSHIP AND GENERAL
2. The authorised number of Members of the Society is unlimited.
3. There shall be five categories of membership (as described in Articles 5-11), namely:
a. Full Business Members
b. Provisional members
c. Retired Members
d. Honorary Members
e. Temporary Members
4. Membership is awarded to a company, legal entity or body (a private or public limited company, limited liability partnership, partnership etc) rather than an individual (except in the case of a sole trader, a retired member and in some circumstances an honorary or a temporary member) providing such bodies fulfil the requirements laid out in the Articles.
5. Those eligible to be Members are entities that satisfy at least one of the following requirements:
i. being responsible for postal administration
ii. being in the business of trading in postage stamps, accessories, or other items of philatelic interest
iii. being in the business of auctioneering stamps
iv. being involved in the production, publishing or trading of philatelic literature and journalism, including online forums and websites
v. providing services specifically relating to philately.
6. In addition to satisfying at least one of the criteria set out in Article 5, Members must be financially sound and agree to allow the Society to investigate their financial position and cooperate with all inquiries.
7. Full Business membership may be granted to entities which fulfil one or more of the criteria set out in Article 5, satisfy Article 6 and who pay subscription and membership fees in full on an annual basis.
8. Provisional membership may be granted to entities which fulfil one or more of the criteria set out in Article 5, but who have not been trading for two or more years and as a result enjoy a limited membership at half price of Full Membership fees; until they have been trading for two years and are considered financially sound under Article 6. Provisional members may not use the logo of the Society.
9. Retired membership may be granted to individuals who are or once were associated with a Member that formerly enjoyed Full Business Membership but no longer is a Full Business Member. Retired Membership enjoy a limited membership [and Retired Members do not enjoy full benefits of the Society] but are only required to pay one third of any fees. Retired members may not use the logo of the Society.
10. Honorary membership may be granted to an entity or individual, which fulfil one or more of the criteria set out in Article 5 but which enjoy all the benefits of Full Business membership without paying any fees.
11. Temporary membership may be granted to an entity or individual for a one-month period without paying any fees. Temporary members may not use the logo of the Society.
12. In a circumstance where one Member owns other Members, the ‘parent Member’ shall be expected to pay Full Business membership in accordance with Article 7. Subsidiary Members of such parent Members, when trading under a different name, shall pay only one third of Full Membership fees. The parent Member shall be liable coextensively for the actions of all subsidiary Members.
13. Every candidate for membership of the Society shall forward to the Secretary an application form as prescribed by the Council duly signed. Such application shall comply with the conditions of rules and regulations relating to the admission of Members from the Secretary in force from time to time. Admission to membership of the Society by the Council shall be in written form to the applicant. The Council have absolute discretion over the admission of Members and shall not be decreed in any circumstances to admit any application for membership and are not required to give any reasons for its decisions.
14. An applicant for membership which is not a sole trader must nominate an individual over the age of 18 to act as its representative and who shall sign the application membership form and also be responsible for informing the Society about any change of business or contact details. A Full Business Member other than a sole trader may exercise its rights of membership only through the individual so nominated. Every individual so nominated shall be entitled on behalf of his nominator to exercise all powers and other rights conferred by membership of the Society which a Member who is an individual (eg. a sole trader, a Retired Member or perhaps an Honorary or Temporary Member) is entitled to exercise on his behalf. Any Member may change its nominated individual at any given time, provided it nominates another individual representative in his place, subject to the approval of the Council.
All applicant Members from 1st January 2016 must have a valid email address for their representative by which they can be contacted.
15. Each Member shall pay its membership fees for the whole year on the 1st January in each calendar year. The Council shall be entitled to alter subscription fees based on certain factors without limitation, at the Council’s discretion.
Any overseas Member, who is a Member in good standing of its national philatelic trade society, which is recognised by the Society, will only have to pay two thirds of the Full Business Membership fees.
In the event that a Member does not pay its Membership fees within 3 months of the due date the council shall be entitled to terminate their membership.
Should any Member become a Member at any time in a given calendar year, it must still pay fees for that full calendar year usually on the 1st Januaryon the date of it becoming a Member.
16. The subscription fee and annual membership fee of Members and all other funds of the Society shall be available for the ordinary purposes of the Society, including the expenses of management thereof, except trust funds and donations accepted for some specific purpose or purposes. The Council shall have power to accept from any Member or non Member donations either for general or specific purposes and may allocate any funds of the Society at the discretion of the Council to any branch of the Society or any subsidiaries of the Societies for its use or benefit.
17. (i) Any Member may tender his resignation at any time by giving fourteen clear days’ notice in writing to the Secretary of his intention to do so and the Council shall accept such resignation unless there is good and valid reason for not so doing.
(ii) A Member shall automatically cease to be a member upon its ceasing to be eligible as specified in Article 5 to be a Member.
(iii) If there is any change to a Member’s circumstances which may alter or terminate it’s membership, such Member is obliged to inform the Secretary immediately.
18. The Council reserves the right to suspend or terminate membership of any Member in the Society at its discretion. Notice and explanation of this decision shall be served, in writing, to the Member in question and any disciplinary proceedings (Article 61-65) shall be followed.
19. As well as adopting or changing the Code of Conduct, which set out practices to be observed by Members, the Council may, at its discretion, vary or rescind the Code of Conduct and the Council shall give notice to Members of any change of the Code of Conduct. The Council reserves the right to terminate membership from any Member that fails to comply with any provision of the Code of Conduct or other regulations.
20. No membership fees save for those already due shall be payable after membership has been suspended or terminated of a member, but the Society shall not refund fees already paid for a calendar year following termination of membership, except in the case of death of a Member, in which event the fees for the remainder of the calendar year shall be duly refunded pro rata. Once membership is terminated or suspended, that former Member shall not be entitled to any of the rights and privileges conferred by membership of the Society, including the use of the logo of the Society.
21. Every Member shall use all necessary endeavours to further the objects and interests of the Society and maintain its influence and prestige. No confidential information may be shared outside the Society and any breach of this may result in termination of membership. It is the duty of all Members or Former Members to make good to the Society any loss or damage which the Society may have suffered through the actions of said Member.
22. In the event of further funds being required for the purposes of the Society, the Council may at any time if it thinks fit make calls upon the Members provided that the amount of such call to be made on each Member shall not exceed the amount of its annual membership fee in operation at the time and that not more than one such call shall be made in any one calendar year. In the event of non-payment of any such call demanded the provisions of Article 15 shall apply.
23. The Council shall elect a Chairman, a Vice Chairman and a Treasurer from amongst the members of the Council and/or the Co-opted Members at the first Council Meeting after the AGM of the Society each year and such officers shall hold office until the first Council Meeting after the next AGM of the Society, and shall be eligible for re-election.
24. The Society shall operate entirely using the English language. All meetings, disciplinary proceedings, matters and notices shall be in English, but members are free to use translators as and when they wish.
25. An AGM shall be held once per calendar year (but no more than 15 months after the last AGM). The AGM shall seek to be held every September in London, at a location determined by the Council at its absolute discretion.
26. The Council shall seek to meet 6 times per annum for General Meetings, but may reduce or increase this number as it sees fit.
27. The Council may, whenever it thinks fit, convene a General Meeting which shall be convened in accordance with the Act.
28. At least 21 days’ written notice shall be given to all Members for an AGM and all other General Meetings (including a General Meeting for the passing of a special resolution) and shall be called by at least 14 days’ written notice. Such a notice shall specify the place, day, time and in special cases, the nature of that meeting.
If a General Meeting is called by shorter notice than specified in this Article, it is deemed to be duly called if it be so agreed:
i. By all the Members entitled to attend and vote thereat, in the case of the Annual General Meeting.
ii. For all other General Meetings, by a majority in number of the Members having a right to attend and vote at the General Meeting, being a majority together representing not less than 95% of the total voting rights at that General Meeting of all the Members.
29. The accidental omission to give notice of a General Meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that General Meeting.
PROCEEDINGS AT GENERAL MEETINGS
30. All business shall be deemed special that is transacted at a General Meeting, other than at an AGM.
31. Business occurring at an AGM includes the election of members to the Committee in the place of those retiring by rotation and approval of accounts.
32. All other business, generally speaking, shall occur at Council meetings, such as the appointing of Secretary or auditors and fixing this remuneration.
33. No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the Meeting proceeds to business. Nine Members or authorised representatives personally present shall be a quorum.
34. If, within half an hour from the time appointed for the General Meeting a quorum is not present, the General Meeting, if convened upon the request of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Chairman shall appoint, and if at such adjourned General Meeting a quorum is not present within half an hour from appointed General Meeting time, the Members present shall be a quorum.
35. The Chairman shall preside at every General Meeting of the Society. Where the Chairman is not present or is unwilling to act as Chairman, the Vice-Chairman shall act. If there is no Vice Chairman or he is not willing to act as Chairman, the Members present shall choose someone to be Chairman and he shall preside over the General Meeting.
36. The Chairman of a General Meeting may with the consent of that General Meeting at which a quorum is present adjourn from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting other than the business left the adjourned General Meeting. When a General Meeting is adjourned for thirty days or more, notice of the adjourned General Meeting shall be given as in the case of an original Meeting.
37. At any General Meeting a resolution put to the vote of the General Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or at least five Members. Where a show of hands is carried out, there must be a declaration by the Chairman of the General Meeting that a resolution has been carried out (unanimously or by a majority) and an entry into the Minutes of the Secretary shall be conclusive evidence of that resolution.
38. If a poll is duly demanded it shall be taken in such a manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution.
39. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the General Meeting shall be entitled to a second or casting vote.
40. The demand of a poll shall not prevent the continuance of other business at the General Meeting, other than the question on which a poll has been demanded.
41. A poll demanded on the election of a Chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the General Meeting directs or if 25% of Members present at that General Meeting and entitled to vote so request in writing a postal ballot shall be held.
VOTES OF MEMBERS
42. Every question submitted to a General Meeting, shall in the first instance, be decided by a show of hands, but any five Members may demand a poll which shall be taken then or at a later time, as determined by the Chairman. The result of the poll shall be deemed to be the decision of the General Meeting at which the poll was demanded.
43. (i) In the event of a poll each Member shall have one vote which may be exercised in person or, in relation only to a resolution or matter specified in the notice convening the General Meeting, by proxy. A demand for a poll made by a person as proxy for a Member shall be treated for the purposes of article 40 as a demand by the Member.
(iii) A proxy is only valid and can only act as such if he is appointed by a Member in writing at least 48 hours prior to the commencement of the General Meeting and sent to either the Secretary or Chairman of the Society.
44. No objection shall be made as to the validity of any vote except at the Meeting at which such vote shall be tendered and every vote not disallowed by the Chairman shall be deemed valid.
POWERS AND DUTIES OF THE COUNCIL
45. The management of the business and affairs of the Society shall be vested in and conducted by the Council as well as the powers and authorities conferred (expressly or implicitly) on them by these Articles or in decisions of General Meetings or in regulations made from time to time by the Society in General Meetings. No such decision or regulation shall invalidate any prior act of the Council which would have been valid if such decision or regulation had not been made.
46. The Council shall have power from time to time to make, to alter and repeal rules or regulations, including the Code of Conduct, binding upon the Members where it deems appropriate or necessary for the management of the affairs of the Society. It shall take adequate steps to bring such changes to the notice of the Members. This is provided only in circumstances where these altered rules or regulations are not inconsistent with, and will not affect anything, contained in these Articles. Alterations or repeals of these Articles can only be made by a Special Resolution of the Society.
47. A Council member or co-opted member with the exception of the Royal Mail must be a Member of the Society or be associated with a company that is a Member of the Society.
48. The Council shall consist of not more than 12 including the Chairman, Vice-Chairman and the Treasurer. In addition the Council shall have the power to co-opt up to three further members and a representative of the Royal Mail, each of whom shall retire at the next AGM of the Society but shall (except for the Royal Mail representative) be eligible for election. No person who by virtue of provisions of Article 49 was not eligible for election or re-election to the Council at the last AGM shall be appointed to the Council pursuant to this Article 48 or to Article 51.
49. A member of the Council shall vacate his office:
(a) If a receiving order be made against him or if he becomes bankrupt or suspends payment, or compounds with his creditors;
(b) If by notice in writing to the Society he resigns his office;
(c) If he ceases to be a Member of the Society or if being the representative of a corporate Member, he ceases to represent such Member;
(d) If he be removed by Special Resolution of the Society;
(e) If he be requested in writing by all his co-members of the Council to resign;
(f) If he fails to attend four consecutive Council Meetings without good reason as determined by the Council.
50. At each AGM one third or the number rounded down to one third of the non-co opted Members of the Council shall retire from office. The Members to retire shall be any who do not wish to continue in office and, if required to make up the number to retire, those who have been longest in office since the date when they were last elected or re-elected to the Council. A retiring member, if willing to act, shall be eligible for re-election. If he is not re-elected, he shall retain office a new member is appointed in his place or if it does not do so until the end of the AGM.
51. Subject to Article 49 any vacancy occurring in the Officers of the Council may be filled up by the decision of the remaining members of the Council. Any such member of the Council shall retire at the next AGM of the Society but shall be eligible for election.
52. (1) At least six weeks before the holding of an AGM the Society shall send to each Member of the Society a notice specifying those members of the Council who are required by these Articles to retire from office and those such members who wish to stand for re-election. Such notice will specify a date (not less than 21 days before the AGM) by which nominations in writing for election to the Council must reach the office of the Society, together with written consent of the nominated individuals to serve if elected. All the nominations must be proposed and seconded in writing by Full Business Members.
(2) Election of new members of the Council shall be conducted by a postal ballot of the Members if the number of nominations exceeds the vacancies on the Council.The Society shall send to all Members a notice to that effect setting out the names of those standing for election and indicating retiring Council members and the number of places to be filled.
Each Member shall mark with a cross those persons for whom he votes and return the ballot form to reach the Office not later than 48 hours before the AGM or by email prior to the commencement of the AGM. Any ballot form not received in that time shall be invalid. Members may give permission for the Chairman to act as a proxy and vote as they feel fit. In order to do so, a Member must email or provide notice in writing of such wishes to the Chairman or Secretary.
PROCEEDINGS OF THE COUNCIL
53. If at any meeting of the Council the Chairman or Vice Chairman is not present, the members of the Council present shall choose one of its number to be the Chairman of such meeting.
54. The Council may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit but not less than four times a year. The quorum shall be five. The Chairman or any three members of the Council may at any time convene a meeting of the Council. Questions arising at any Council meeting shall be decided by a show of hands or the Chairman may request a private poll with voting taking place via email. Notice of meetings of the Council and Sub-Committees shall be given to each member of the Council or Sub-Committees not less than seven days in advance.
55. The continuing members of the Council may act to fill any vacancy in their body but if and so long as their number is reduced below the number fixed by or in pursuance of these Articles as the necessary quorum for a meeting by the Council the continuing members may act for the purpose of increasing the number of Members to that number by summoning a General Meeting of the Society for that purpose but no other purpose.
56. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Society shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Council determines by resolution from time to time.
57. The Council may delegate any of its powers to an Executive Committee. An Executive Committee shall conduct and manage such delegated business and affairs of the Society between the meetings of the Council.
58. The meetings and procedures of any such Executive or Sub-Committee shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Council. The same procedures shall apply.
59. A resolution in writing signed by all the members of the Council, shall be as valid and effectual as if it had been passed at a meeting of the Council duly called and constituted.
60. The Council may engage all such officers and servants as they may consider necessary and shall regulate their duties and fix their salaries and shall select and appoint solicitors and obtain legal and other professional advice and assistance.
61. The Committee has the right to immediately suspend a Member at its discretion whereupon all benefits and rights of membership shall be suspended.
62. The Committee has the right to investigate into any issues regarding Members and in being Members of the Society, all Members agree to cooperate with all inquiries and communicate where required in good faith.
63. The Committee has the right to request a hearing for the relevant Member(s) in relation to the issue, which shall be conducted in English. The Member(s) in question may bring a representative and if necessary, a translator.
64. The decision of any hearing convened in accordance with Article 63 shall be made at the Committee’s discretion and the Member shall be informed in writing and reasons for the decision shall be given.
65. The Society does not tolerate any abuse to staff, the Committee or Secretary.
66. The Council shall record minutes of all meetings. Any such minutes if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting or by the Chairman of the Council shall be treated as prima facie evidence of the matters stated in such minutes.
67. The annual membership fees of the Members and all other funds of the Society shall be available for the ordinary purposes of the Society including the expenses of management and the other undertakings of the Society.
68. The Council shall cause proper books of account to be kept with respect to:
(a) all sums of money received and expended by the Society and the matters in respect of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the Society; and
(c) the assets and liabilities of the Society.
69. It shall be deemed that proper books are not being kept if there are not books of account necessary to give a true and fair view of the Society’s affairs and to explain its transactions.
70. The books of account shall be kept at the Office or subject to the Act at such other place or places as the Council think fit, and shall always be open to the inspection of the members of the Council.
71. The Council shall, from time to time, determine whether and to what extent and at what times or places, and under what conditions the accounts and books shall be open to inspection by Members (who are not members of the Council). No Member shall have any right of inspecting any account or book or document of the Society except as conferred in these Articles or statute or authorised by the Council or by the Society in General Meeting.
72. The Council shall from time to time in accordance the Act, have prepared to be laid before the Society in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Act.
73. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Society in General Meeting, together with a copy of the auditor’s report, shall be sent to every Member of, and every holder of debentures of, the Society no less than 21 days before the date of the General Meeting. The Council do not have the responsibility of sending this to those for whom they do not have addresses, or to joint debenture holders.
74. Subject to the provisions of the Act, a notice may be given by the Society to any Member’s nominated point of contact either personally, sending to him via his registered address, or the address supplied by him to the Society.
Where a notice is sent by post, service of the notice shall be deemed to be effected via properly addressing, prepaying and posting the letter, and after an expiration of 48 hours after the letter is posted, and in any other case the time which the letter would be delivered in the ordinary course of post.
75. Notice of every General Meeting shall be sent to :
(a) every Member;
(b) every person being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and
(c) the auditor for the time being of the Society.
76. As regards those Members who have no registered place or address in the United Kingdom a notice posted up in the Office shall be deemed to be served on them at the expiration of twenty four hours after it is so posted up. No other person shall be entitled to receive notices of General Meetings.
77. The Secretary shall be appointed by the Council for such time, at such remuneration and upon such conditions as they may think fit: and any Secretary who is appointed as so, may also be removed by the Council.
BORROWING POWERS AND INDEMNITY
78. The Council may from time to time at its discretion raise or borrow from one or more of the members of the Council or from any other person, firm or corporation or secure the payment of any sum or sums of money for the purposes of the Society.
79. The Council may [subject to the conditions of Clause 6, of the Memorandum of Association] raise or secure the repayment of such moneys in such manner and upon such terms and conditions in all respects as it thinks fit and in particular by the issue of debentures or debenture stock of the Society charged upon all or any part of the property of the Society both present and future.
80. So far as is permitted by the Act or any re-enactment or statutory modification thereof for the time being in force but not further or otherwise, every member of the Council, or of the Committee, Auditor, Secretary and other officer or servant of the Society and every trustee for the time being acting in relation to any of the affairs of the Society and their respective executors and administrators shall be indemnified out of the assets of the Society from and against all actions, proceedings, costs, claims, charges, losses, damages, expenses and demands which they or any of them shall or may incur or sustain by reason of any act done or omitted to be done in or about the execution of their duty in their respective offices or trusts except such (if any) as they or any of them shall incur or sustain by or through his or their own wilful neglect or default respectively and no such officer, servant or trustee, shall be answerable for the acts, receipts, neglects or defaults of any other officer, servant or trustee, or for joining in any receipt for the sake of conformity, or for the solvency or honesty of any bankers or other persons with whom any moneys or effects belonging to the Society may be lodged or deposited for safe custody, or for any insufficiency or deficiency of any security upon which any moneys of the Society shall be invested, or for any other loss or damage due to any such cause as aforesaid, or which may happen in or about the execution of his office duties or trust.
81. If upon the winding-up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities and after all payments and distributions previously authorised under these Articles shall have been made, any property whatsoever, the same shall not be paid to nor distributed among the members of the Society, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Society and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Society hereunder in such manner as the Council may by resolution from time to time determine and if so far as effect cannot be given to the provision aforesaid then to some charitable object.