association of pension lawyers constitution

As amended on 6 November 2009

1. NAME

The name of the Association shall be "ASSOCIATION OF PENSION LAWYERS".

2. OBJECTS

The objects of the Association are:
(a) to promote awareness of the importance of the role of law in the provision of pensions and in regulating and defining the relationships between pension scheme trustees, employers and beneficiaries;

(b) to afford opportunities for the discussion and consideration of matters of interest to Members of the Association;

(c) to provide education in matters of interest to Members of the Association and others similarly interested;

(d) to make representations to other organisations or governments or individuals on matters of interest to Members of the Association;

(e) to encourage Members of the Association to form groups in local areas with similar objects to those of the Association;

(f) to do all such other lawful things as are incidental to or conducive to the attainment of the above objects or any of them;

(g) to form and own shares in a company with such powers (including the power to borrow and lend money) as the Committee consider to be appropriate.

3. MEMBERSHIP
General
(a) In this Rule, "lawyer" means a United Kingdom qualified barrister or solicitor or a person who, in its absolute discretion, the Committee believes to be suitably qualified by reason of his experience or training or both.

(b) A Member shall include a Full Member and an Associate Member.

(c) Should the circumstances of any person at any time so change that in the opinion of the Committee he would not satisfy the requirements for a Full Member or an Associate Member if he were at that time applying for membership, the Committee shall have a discretion to suspend or terminate his membership or, if he is a Full Member, to reclassify him as an Associate Member.

(d) The Committee shall have the right to refuse admission without giving reasons for such refusal.

Full Members

(e) Any person who satisfies the Committee that:

(i) he is a lawyer;

(ii) he is engaged in private practice

(iii) his work is wholly or mainly the giving of advice on a variety of aspects of pensions practice and law; and

(iv) he had, immediately prior to his application, been engaged in such work as a lawyer for a period of at least 3 years;

is eligible to become a Full Member.

(f) The Committee may in its absolute discretion admit as a Full Member any person who, while fulfilling the criterion set out at Rule 3(e)(i), does not fully comply with remaining requirements of Rule 3(e).

Associate Members

(g) Any person who satisfies the Committee that:

(i) he is a lawyer; and

(ii) a significant part of his work comprises the giving of advice on pensions practice and law;

is eligible to become an Associate Member.

(h) The Committee may in its absolute discretion admit as an Associate Member any person who does not fully comply with the requirements of Rule 3(g).

(i) A Full Member or an Associate Member who ceases to satisfy the requirements of membership solely by reason of retirement may remain (or if he is a Full Member be reclassified as) an Associate Member during retirement.

(j) A Full Member or Associate Member who ceases to satisfy the requirements for membership but who is actively seeking a position in which a significant part of his work would comprise the giving of advice on pensions practice and law may, at the absolute discretion of the Committee, remain a Member in the same category of membership for a period of up to one year from the subscription renewal date following the date on which he ceased to satisfy the membership requirements.

4. GENERAL MEETINGS
General Meetings shall be convened by the Committee or on the requisition of 25% of the Full Members (with a minimum of 10). At least 14 days' notice shall be given to Members on calling a General Meeting. In lieu of a General Meeting the Committee shall have power to arrange for a postal ballot of the Full Members of the Association on any matter which is not reserved to an Annual General Meeting.

5. VOTING
Voting at a General Meeting shall be by a show of hands of the Full Members or, if the Chairman so decides or the Rules require, by a secret ballot of those Full Members present in person or by proxy. Prior to any secret ballot at the meeting or after any vote by show of hands a secret postal ballot of the Full Members may be demanded by more than 25% of those Full Members present in person or by proxy. Voting may be by proxy.

Voting in elections for Elected Members and Officers shall be conducted in accordance with Rule 9 or in such other manner as the Committee shall from time to time decide and notify to Members.

6. ANNUAL GENERAL MEETING
The Committee shall call an Annual General Meeting each year at which the annual accounts and Officers' reports shall be presented, and such other business as the Committee thinks fit.

7. COMMUNICATIONS WITH MEMBERS

(a) Subject to paragraph (b), communications with Members may be sent in electronic form.

(b) Any Member who notifies the Secretary in writing that he does not wish to receive notices of general meetings, proposals to amend the constitution or communications regarding the election of Officers or Elected Members of the Committee electronically shall be sent such communications in hard copy.

8. SUBSCRIPTIONS

(a) Subject to article 8(c) an annual subscription shall be payable in advance on 1 January each year. The annual subscription shall be of such amount as the Committee decides from time to time. The Committee may if it thinks fit reduce the subscription payable by a retired Member to no less than 50% of the annual subscription payable in respect of other Members.

(b) A full year's subscription shall normally be paid in respect of a new Member on the date of joining for the period to the next 1 January. The Committee shall have discretion to call for a lower subscription or waive payment in the case of new Members joining in the 3 months or such other period as the Committee consider reasonable prior to 1 January.

(c) Where the Committee permits an individual to remain a Member in accordance with article 3(j), the Committee shall have discretion to waive payment of the subscription for the period mentioned in that article.

9. THE COMMITTEE

(a) The Association shall be administered by a Committee comprising the following Full Members, elected or appointed as provided herein:

(i) 6 Full Members ("Elected Members");

(ii) the Chairman, Secretary and Treasurer ("Officers");

(iii) such further Full Members (not exceeding 3 in number) may be invited by the Committee ("Co-Opted Members").

(b) A President may at any time be appointed by the Committee for such period and on such terms as may be specified at the time of his appointment and whilst in office as President he shall be a Member ex-officio of the Committee.

(c) Any Officer may be removed from office and from the Committee by a unanimous vote of the Committee at a Committee meeting (the Officer in question not being eligible to vote)."

10. ELECTIONS

(a) A postal ballot for elections for Elected Members and Officers shall be concluded no more than six weeks prior to the Annual General Meeting from which the successful candidates are to take office.

(b) Subject to the Secretary's absolute discretion in any particular case to admit a late nomination, all nominations for the election of any person as an Elected Member or an Officer must be received by the Secretary not less than 28 days prior to the closing date for the receipt of votes and shall be in such form as the Committee may prescribe.

(c) If any election is contested the Secretary shall cause the proposed election and the candidates' nomination forms to be published to Full Members not less than 21 days prior to the closing date for the receipt of votes.

(d) Votes in any contested election shall prior to the closing date for the receipt of votes be submitted to one or other of the Officers not standing for election ("the returning officer"), and whose determination and announcement of the result shall be final.

(e) Successful candidates in elections for Elected Members of the Committee shall take office immediately after the Annual General Meeting following the relevant election at which half the Elected Members shall be chosen and Elected Members shall hold office, subject to their prior resignation, until the third Annual General Meeting following their election (ie for a term of approximately two years).

(f) Successful candidates in the Election of the Chairman (in one year) and of the Treasurer and Secretary (in the next year) shall take office immediately after the Annual General Meeting following the relevant election held in alternate years. Each Officer shall hold office, subject to their prior resignation, until the third Annual General Meeting following their election (ie for a term of approximately two years).

(g) In the event of any Officer ceasing to act as such prior to the end of his elected term of office, the Committee may nominate a Full Member to serve until the next Annual General Meeting (or leave the office open until the next Annual General Meeting) at which an elected replacement shall take office for the duration of the original Officer's term of office (or for a new term of office if the original Officer's term would have then expired).

(h) In the event that an Elected Member ceases to act as such prior to the end of his elected term of office, the Committee may nominate as an Elected Member a Full Member or a Co-Opted Member to serve until the next Annual General Meeting. If, at the next Annual General Meeting, the said term of office would not have expired, an elected replacement will hold office for the remainder of the term.

(i) In an election for Elected Members at which there is also an election for a replacement under Sub-rule (h) above, the replacement shall be the candidate receiving the least votes of the successful candidates. If such an election is not contested, the nominated candidates will agree amongst themselves which is to be the replacement failing which an election must be held.

(j) In the event of any nomination being unopposed the Chairman shall declare that person elected as an Elected Member or Officer as the case may be.

(k) Co-Opted Members shall serve until the next Annual General Meeting

11. RESTRICTIONS ON RE-ELECTION

(a) The Chairman may not seek re-election as Chairman, another Officer or an Elected Member to take effect at the end of his term of office, but may seek any such re-election to take effect at the end of the following Chairman's full term of office or thereafter. Any term of office for which he was elected or appointed under Rule 9(g) will be ignored for the purposes of this Sub-rule.

(b) The Secretary, the Treasurer and an Elected Member may seek re-election as an Officer or an Elected Member to take effect at the end of his term of office but may not seek any such re-election other than as Chairman thereafter for a period of two years following the expiry of the second term of office. Any term of office for which he was elected or appointed under Rule 9(g) will be ignored for the purposes of this Sub-rule.

12. QUORUM
The quorum for meetings of the Committee shall be four, of whom no more than one shall be a Co-Opted Member. Members may attend meetings of the Committee by telephone and shall count towards the quorum if they do so.

13. PROCEEDINGS OF THE COMMITTEE

(a) Committee meetings shall be held as the Committee thinks fit.

(b) The Committee may delegate any of its powers under the Constitution to any one or more of the members of the Committee or such other persons as the Committee in its discretion decides.

14. SUB-COMMITTEES
The Committee may appoint sub-committees with such membership, powers and functions as the Committee shall prescribe. Full or Associate Members may be members of subcommittees created under this Rule.

15. INCOME AND EXPENDITURE

(a) The Treasurer shall keep an account of the income and expenditure of the Committee and of its assets and liabilities and shall submit such accounts, duly audited, at the Annual General Meeting.

(b) The banking account shall be in the name of the Association and withdrawals, cheques, transfers and other instructions to the bank shall require the authority of any one Officer, in the case of sums up to £2,000 (two thousand pounds) or such other sum as the Committee shall by resolution authorise from time to time and any two Officers in the case of sums in excess of that amount provided that no Officer may be the sole authority for a payment to himself or his own firm or employer group.

16. AUDITOR
The first auditor shall be appointed by the Committee and thereafter the auditor shall be appointed at the Annual General Meeting.

17. CHANGES IN CONSTITUTION
The Constitution of the Association may be amended by the agreement of a simple majority of Full Members in General Meeting subject to notice of change having been given to Full Members at the same time the General Meeting is convened. Alternatively, the Constitution of the Association may be amended by the agreement of a simple majority of Full Members in a postal ballot.

18. CONDUCT OF MEMBERS
Should the conduct of any Member result in circumstances or consequences which, in the opinion of the majority of the Committee, are likely to lead to placing the Association or the Member in disrepute or to a misrepresentation of the Association or its views then the Committee shall have discretion to suspend, terminate or reclassify his membership or remove him from office.

19. TRANSITIONAL PROVISIONS
Membership

Those who were Full Members of the Association prior to the adoption of these amended Rules shall remain Full Members.