(An Unincorporated Association)
Adopted on the 21st day of March 2013*
(*as amended and updated on 14 September 2017 by resolution at the General Meeting)
Definitions “AGM” Annual General Meeting of the Association
“Association” Association of Professional Declutterers & Organisers, which is also known as ‘APDO’.
“Board” Board of Directors and Officers.
“Members” Association members.
The name of the Association is the Association of Professional Declutterers & Organisers, which is also known as ‘APDO’.
The aims of the Association are to:
inspire, educate, facilitate and encourage the Members and the wider professional organising community to help bring order to the lives of the many residents of the UK and internationally who need help and support to organise their lives in a more effective, calm and ordered way; and
raise awareness of the necessity of professional decluttering and organising as a professional, ethical, trustworthy, recognised and valuable industry involving Members who have credibility and integrity.
The Association will achieve its aims principally by:
Full membership of the Association shall be open to individuals or organisations interested in furthering the aims, objects and activities of the Association as set out above, and comply with its Code of Ethics and membership conditions (which may be amended from time to time by the Board) including but not limited to:
This category is:
A full membership fee shall be payable for full members.
Membership within this category shall apply to one (1) individual in each full member, who shall have the right to vote at any meeting of the Members whether it be the AGM or any other meeting of the Members (“General Meetings”).
This category is:
The maximum period to remain a provisional member is twelve (12) months.
The provisional member will have access to all Member benefits, but will not be listed on the Association website.
The full membership fee shall be payable for provisional members.
Membership within this category shall apply to one individual in each provisional member, who shall have the right to vote at General Meetings.
This category is:
A reduced membership fee shall be payable for colleague members.
Colleague members shall receive all Member benefits, including the right to vote at General Meetings.
In the event that the related full membership of a colleague member ceases, the colleague member shall either apply to become a full member (whereupon a subscription fee of the difference between full member and colleague member will become payable) or withdraw from membership.
If the colleague member does not pay the relevant subscription fee he or she shall cease being a Member in accordance with the provisions at paragraph 4.2(j)(ii) of this Constitution.
This category is:
A membership fee may be payable for corporate/associate members at the discretion of the Board.
Any Corporate/Associate Member that is appointed in this capacity shall not have the right to vote at General Meetings and shall not be permitted to be nominated to the Board at any time during the term of their membership.
These are Members whose appointment and any membership fee payable is determined at the discretion of the Board.
Any Member appointed in this capacity shall not have the right to vote at any General Meetings.
These are Members whose appointment, membership and any membership fee payable is determined at the discretion of the Board.
Any Member appointed in this capacity shall have the right to vote at any General Meetings.
This category is:
The international member must present a certificate of incorporation, valid trade licence or any other corporate compliance documentation requested by the Board as proof of ownership of the company.
A full membership fee shall be payable for international members.
Membership within this category shall apply to one individual in each international member business, who shall have the right to vote at any meeting of the Members whether it be the AGM or General Meetings.
International Members shall not be permitted to be nominated to the Board at any time during the term of their membership.
Any person who supports the aims of the Association may apply for membership and must fall within the membership criteria set out in clause 4.1 above.
Membership to the Association shall be by approval of the Board on the submission of an application form, acceptance of the terms and conditions of the membership as well as payment of the membership fees by or on behalf of the applicant.
The Board may, at its discretion, refuse to admit any individual or organisation to membership. The Board’s decision on an applicant shall be final.
The Board may choose the appropriate class of membership for the applicant, determine their respective privileges and duties and set the amount of subscription fee payable.
The Board shall not discriminate against any applicant for membership on the grounds of age, race, religion, ethnicity, physical or mental disability, sexual orientation or other unlawful criteria.
Every person nominated for membership shall become a Member if he or she is admitted elected by the Board for the time being and pays the subscription for the current year.
Membership to the Association is not transferable.
The Board shall maintain a register of Members, setting out their full name and address, the date on which they were admitted to membership, and the date on which any individual partnership, limited liability partnership, company or other business ceased to be a Member.
Membership under all categories shall be funded by subscription at a value that shall be determined by the Board. The Board is entitled to set different membership fees for each category of membership from time to time as deemed fit.
A Member shall cease to be a Member:
i. if the Member gives the Secretary written notice of resignation of membership or on such other date that may be agreed in writing by the Board;
ii. if the Member fails to pay the subscription fee by the renewal date; or iii. if on the grounds that, in their reasonable opinion, the Member’s continued membership would be harmful to the Association, the Board resolves by majority of three quarters to remove him, her or them from membership provided that the Board may only pass such a resolution after the Member has been notified in writing of such proposed resolution and the reasons for it and given fourteen (14) clear days to make any written representations.
If a full member ceases to be a Member of the Association, the membership of a colleague member will cease unless he/she pays the additional subscription fee as set out in clause 4.1(c) above.
Upon termination of membership, no refund of fees will be due to the departing Member, save that in exceptional circumstances; the Board may at its own discretion make a refund.
The Board shall have responsibility for the supervision, control and direction of the affairs of the Association.
The Association’s Board shall consist of up to five (5) Directors and up to fifteen (15) Officers, as follows:
Three (3) Directors consisting of – a. President, b. Secretary, c. Treasurer;
Two (2) Directors consisting of – President-Elect and Immediate Past President in alternate years; and
Up to fifteen (15) Officers and no less than three (3) Officers, all of whom must be at least 21 years of age.
Any Auditor appointed shall not be a Member.
The Board may at any time elect any full member to be a Member of the Board of the Directors. The Board shall elect from among themselves a Treasurer, Secretary and Officers as they consider appropriate.
A Member of the Board must declare any personal interest in any transaction or other arrangements which the Association is proposing to enter into; he or she will be debarred from voting on the matter in question.
The Board shall hold regular meetings no less than four (4) times throughout the calendar year.
The quorum of the Board shall be three (3).
Any Member of the Board may call a Board meeting or request the Secretary to do so.
The Board may, at its discretion, allow any person who they reasonably consider appropriate, to attend and speak at any Committee meeting; any such person shall not be entitled to vote.
Not less than seven (7) days’ written or oral notice shall be given by the Secretary to Members of the Board of every meeting, but in an emergency, at the discretion of the President and Secretary, additional meetings can be called on not less than twenty-four (24) hours’ notice.
Decisions of the Board shall be decided by a simple majority of the votes cast personally or by proxy, whether in writing or in person, electronically or by post, or by secret ballot. If there are an equal number of votes for, and against, any resolution, the President shall be entitled to a casting vote.
The Board may determine to conduct any Meeting in whole or in part by remote communications technology, provided that each person entitled to participate in the Meeting consents to the use of such technology, and provided further that the technology to be utilised permits all participants in the Meeting to communicate concurrently with each other.
Any Director or Officer may retire by giving three (3) months prior written notice to the President.
A Director or Officer may be appointed by a two-thirds (⅔) vote of the Board by resolution.
A Director may be removed by a two-thirds (⅔) vote of the Board, by resolution, for conduct not in the best interest of the Association or for two (2) consecutive absences from regular meetings of the Board.
An Officer may be removed by a two-thirds (2/3) vote of the Board, by resolution, when such removal would serve the best interests of the Association.
(a) Directors and Officers shall not receive any compensation for their service as Directors and Officers of the Association, but the Board may by resolution authorise reimbursement of expenses incurred in the performance of their duties including but not limited to special projects for the Association.
(b) Members of the Board may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings, or in connection with the carrying out of their duties.
(c) Members of the Board will not be required to pay the Association’s membership fees and conference fees during their term on the Board. Any annual membership fees paid by Board Members prior to joining the Board will be reimbursed on a pro-rata basis during their term on the Board.
The Association’s day-to-day activities may be managed and conducted by a professional staff under the direction of the Board. The Board may employ professional staff directly or engage an association management company to act as professional staff.
In furtherance of its objects, but not otherwise, the Board may exercise the power to:
The Board may co-opt any eligible Member onto the Board for a specific purpose or for a specific period of time. The Board may delegate any of their powers to any sub-committee consisting of one or more Board members and other persons as it may determine; they may also delegate to the President of the Association (or the holder of any other post) such of their powers as they may consider appropriate from time to time. The rules of procedure for any sub-committee shall be as prescribed by the Board.
(a) The President shall:
(b). The President-Elect shall:
(c) The Secretary shall:
(d) The Treasurer shall:
(e) The Immediate Past President shall:
The Officers shall:
To be eligible for nomination as President, the candidate must meet the following qualifications:
The Presidential Election Committee will be formed by the Board. All members of the committee should consist of at least three (3) Members who have no intention to stand for election and do not have a conflict of interest.
The Presidential Election Committee shall solicit nominations from all of the eligible Members sixty (60) days prior to the election for the position of the President. Position descriptions and eligibility requirements of the positions available shall be included with the nomination form. The eligible Members shall have twenty-one (21) days to respond.
As the Presidential Election Committee receive nominations, they shall contact the nominees to confirm their eligibility and willingness to serve if elected. The Officers shall review all accepted nominations and shall select and recommend to the Board, for its approval, a final slate of candidates for membership vote, which must be within seven (7) days from the deadline to submit nomination forms.
If there is only one nomination received for the position of the President, the Officers shall review the nomination and shall vote on whether to appoint the nominee as the President. The vote shall either be held at a Meeting, by mail ballot, by electronic message, by using an electronic survey application, by any combination of those methods, or by any other means permitted.
If there are no nominations received for the position of the President or the Board vote to not appoint the sole nominee as President, the current President will hold the position for one (1) further year.
The election shall be held in the second week of April. The Presidential Election Committee shall disseminate ballots along with the biographies of the candidates to all voting Members no later than thirty (30) days prior to the published election date.
The election procedures shall be supervised by the Leader of the Presidential Election Committee, subject to the following rules:
i. Only voting Members may vote in the election;
ii. The candidate(s) receiving the greatest number of votes shall be elected; and
iii. In the event of a tie vote for any position, a run-off election shall be conducted in accordance with the same voting procedures followed in the April election.
The election may be conducted, as the Board shall determine, either at a Meeting, by mail ballot, by electronic message, by using an electronic survey application, by any combination of those methods, or by any other means permitted.
The term of office to which the President, Secretary, Treasurer, or an Officer is elected shall be two (2) consecutive years.
The term of office for the President-Elect and the Immediate Past President is one (1) year. These positions serve in alternate years.
No Member shall be eligible to serve more than two (2) consecutive terms in the same position, unless agreed by the Board.
(a) If a vacancy occurs in the Office of President, the President-Elect shall succeed to the Office of President. In years where there is no President-Elect, the Immediate Past President will recommend to the Board an individual to complete the President’s term. That person shall be appointed to the position upon approval of the recommendation by the Board.
(b) If a vacancy occurs in any other Officer or Director position, then the President shall recommend an individual who meets the qualifications for the position to fill the unexpired term. That person shall be appointed to the position upon approval of the recommendation by the Board. If the Board does not approve the recommendation, then the person making the recommendation will make another recommendation, and the process will continue until an appointment is made. Any person recommended to fill a vacancy may or may not be a current Officer or Director. If the appointment creates another vacancy in any Officer or Director position, then this process will be repeated until all vacancies are filled.
The Board may from time to time appoint one or more Task Forces as the Board deems necessary to serve the needs of the Association. The Task Forces will report their findings in writing to the President a minimum of thirty (30) days prior to each scheduled Board Meeting. Each Task Force shall be disbanded upon the conclusion of the business for which it was appointed.
The Board shall convene an AGM in each calendar year, not more than six (6) months after the end of the financial year. Not more than fifteen (15) months shall elapse between one AGM and the next.
The business of each AGM shall include but is not limited to: a report by the President on the activities of the Association over the previous year; consideration of the annual accounts and the finances of the Association for the previous year as presented by the Treasurer; conducting the election/re-election of Members of the Board.
The Board may convene a meeting to deal with matters that require the consent of at least two-thirds (⅔) of the Members present at that meeting (“Special General Meeting”) at any time, if called for by the Secretary or President, or if ten Members submit a request in writing. The Secretary shall arrange the meeting within twenty-eight (28) days and shall give ten (10) business days’ notice to all Members.
Three (3) Members of the Board must be present in order for any meeting to take place, whether it be a Special General Meeting or any other General Meeting of the Association.
Ten (10) Members must be present at the AGM in order for any meeting to take place.
No business shall be dealt with at any AGM, Special, General or other Association meeting unless a quorum is present; present either in person, or electronically e.g. by telephone, Skype or other internet-based methods as appropriate.
If a quorum is not present within fifteen (15) minutes after the meeting start time, or if, during a meeting, a quorum ceases to be present, the meeting shall be adjourned to a time and place as may be fixed by the President.
If the President is not present within fifteen (15) minutes after the meeting start time, the members of the Board shall elect someone from among themselves to act as President of that meeting. If the President is unable to attend any meeting, a deputy should be designated in advance of that meeting.
At least fourteen (14) business days’ notice must be given in writing or electronically by the Secretary to each Member prior to holding any General Meeting.
All questions arising at any meeting shall be decided by a simple majority of the votes cast. Each Member shall have one (1) vote, unless specifically precluded from voting by virtue of the type of membership, which whether on a show of hands or on a ballot (secret or otherwise) must be given personally or by proxy, whether in writing or in person, electronically or by post, however the President sees fit.
If there are an equal number of votes for, and against, any resolution, the President shall be entitled to a casting vote. The Board is entitled, at its discretion taking into account the resolution concerned, to allow any voting to take place by proxy, whether in writing or in person, electronically or by post and in such a manner as the President may direct.
If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the President may direct; the result of the ballot shall be declared at the same meeting or as soon as practically possible thereafter.
The Board shall ensure that minutes are made of all proceedings at all meetings; a minute shall include the names of those present, and (if possible) shall be signed by the President of the meeting.
Any meeting held whether AGM, Special General Meeting or General Meeting, will enable Members and the Board to discuss actions, monitor progress to date and consider future developments of the Association and the professional organising industry.
The Association’s accounting year shall run from 1st January to 31st December.
A bank account shall be opened in the name of the Association. The Board shall authorise in writing three (3) Members of the Board, one of whom shall be the Treasurer, to sign cheques on behalf of the Association.
The Treasurer and any other Board Members who are signatories to the funds of the Association, shall also be entitled to make payments, receive monies and transfer funds by electronic means including, but not limited to, BACS, via a payment gateway and direct bank transfer.
The funds of the Association, including all donations, contributions and bequests, shall be paid into the bank account operated by the Board in the name of the Association.
The funds of the Association shall be applied only in furtherance of the objects and in meeting the proper costs of administering the Association and of managing its assets, and for no other purpose.
Any income or expenditure shall be the responsibility of the Treasurer who will be accountable to ensure funds are utilised effectively and that the Association stays within budget.
The Treasurer shall ensure that proper accounting records and receipts of all expenditure are kept and maintained in accordance with all applicable statutory requirements.
The Association’s books and records shall be available to Members, at the Association’s address, during normal office hours, for inspection and copying at the individual Member’s expense, provided that the Member shall first make a written request specifying both the records to be reviewed and the purpose thereof, that the purpose is a proper one under applicable law, and that the records are relevant to the stated purpose.
The Treasurer shall prepare annual accounts, complying with all relevant statutory requirements. Where external scrutiny is required under any statutory provisions (or if they otherwise think fit), they shall ensure that external scrutiny of such accounts is carried out by a suitably qualified person.
A statement of the suitably prepared (and, where applicable, externally scrutinised) accounts for the last financial year will be submitted by the Treasurer at the Association’s AGM.
The title to all property which may be acquired by or on behalf of the Association shall be held either in the names of the President, Treasurer and Secretary or any other such Members of the Board as the Board deem fit, or in the name of a nominee company, established for that purpose.
Any person, persons or body in whose name the Association’s property is held shall act in accordance with the directions issued from time to time by the Board.
Any such property or assets held by any such person, persons or body is held for the benefit of the Members of the Association and in furtherance of its objects.
Where it is deemed appropriate and prudent, the Board may direct the disposal of any property held on behalf of the Association, and the net proceeds (after lawful costs and expenses of disposal are deducted) shall either be reinvested or applied in furtherance of the objects of the Association.
Except such loss as arises from their respective wilful default, the Members of the Board shall not be liable (otherwise than as Members) for any loss suffered by the Association as a result of the discharge of their respective duties on its behalf, and they shall be entitled to an indemnity out of the assets of the Association for all expenses and other liabilities incurred by them in the discharge of their respective duties.
If the Board determines that it is necessary or appropriate that the Association be dissolved, it shall convene a meeting of the Members; not less than twenty one (21) business days’ notice of the meeting (stating the terms of the proposed resolution) shall be given.
If a proposal by the Board to dissolve the Association is confirmed by a two-thirds majority of those voting personally or by proxy, whether in writing or in person, electronically or by post, the Committee shall have power to dispose of any assets held by or on behalf of the Association.
Any assets remaining after satisfaction of the debts and liabilities of the Association shall be transferred to some other body or bodies having objects similar to those of the Association, to be decided by the Members of the Association at, or prior to, the time of dissolution.
None of the Association’s assets may be distributed or otherwise applied (on being wound up or at any other time) except to further its objects.
No part of the income or property of the Association shall (otherwise than in pursuance of the Association’s objects) be paid or transferred (directly or indirectly) to the Members on dissolution.
This Constitution may only be amended upon recommendation and approval of the Board as follows:
Notice of a proposed amendment or amendments of this Constitution may be given by regular mail, by electronic message or a combinations of these methods, or by other means and shall be disseminated to the Board along with a ballot for voting and instructions as to how the ballot is to be cast.
The Board shall have a period of seven (7) business days, beginning with and including the date on the ballot, in which to cast their vote on the proposed amendment or amendments.
Ballots not cast during the seven (7) business days voting period shall not be counted.
If an amendment or amendments are adopted, all Members shall be notified and directed to the Association’s website where the newly amended Constitution will be posted.
No amendment may be made which would have the effect of making the Association cease to be an Association according to the law or which would alter the objects beyond the reasonable contemplation of the Members or of people making donations to the Association.
Notices under this Constitution may be sent by hand, by post or by suitable electronic means or (where applicable to Members generally) may be published in any suitable journal or national newspaper or any journal distributed by the Association.
The address at which a Member is entitled to receive notices is the email address noted in the Register of Members (or, if none, the last known address).
Any notice given in accordance with this Constitution is to be treated for all purposes as having been received:
Twenty-four (24) hours after being sent by electronic means or delivered by hand to the relevant address;
Two (2) clear days after being sent by first class post to that address;
Three (3) clear days after being sent by second class post or overseas post to that address;
on the date of publication of a journal or newspaper containing the notice;
on being handed to the Member or its authorised representative personally
or, if earlier, as soon as the Member acknowledges actual receipt.
A technical defect in the giving of notice of which the Members are unaware at the time does not invalidate decisions taken at a meeting.