A: Membership

The following bye-laws are made under authority of the articles (inclusive) of the Articles of Association.

1.    External organisations which subscribe to or otherwise fund the Campaign are not considered to be Members of the Campaign, unless specifically accepted as such by the directors into the category of Organisational membership.

2.    The individual categories of membership are: Premium, Standard, Concessionary or Honorary.

3.    All members of whatever category are entitled to receive notice of, and to attend, speak and vote, at general meetings of the charity and to elect directors.

4.    Fees, subscription rates, and definitions for all categories of membership, are to be decided at the discretion of the directors.  To maintain independence, the charity has an upper limit on membership fees from a single member. This is set at 5% of the charity’s annual income as shown by its annual accounts for the preceding financial year.

5.    Honorary members of the Campaign are appointed at the discretion of the directors.

6.    Any membership subscription fees are payable in advance and become due on the acceptance of the application and thereafter within one month of invoice. 

7.    Any member of the Campaign who remains in arrears of subscription after six months of payment being due and if no written agreement has then been reached between the member and the charity, cease to be a member of the Campaign, but remain eligible for re-admission.

8.    Membership applications, if properly completed, shall take effect as soon as the directors approve them.

9.    If the directors choose to refuse an application for membership, they must inform the applicant in writing of the reasons for the refusal within one month of the decision.

10.    No employee of the Campaign shall be admitted to membership of the Campaign.

11.    No member is entitled to any refund of subscription of membership fee on their ceasing to be a member for any reason. 

12.    The directors may delegate any decision to be taken by them under section A of the bye-laws (except in respect of membership fees and subscriptions) or under article 10 of the executive team who must comply with any directions or terms of reference set by the directors. 

 
B: Election of Members as Directors

1.    Where a vacancy is due to arise among the Directors at the next AGM the Nominations and Appointments Committee may invite nominations for candidates for election and may also nominate candidates itself. 

2.    The Nominations and Appointments Committee shall recommend to the Board of Directors from among the nominations which candidates should stand for election at the next AGM.  The Board of Directors shall then determine which of the recommended candidates shall stand for election at the AGM.  

3.    Under the provisions of the Articles of Association, if the Board of Directors has determined there is only one candidate for election to a vacant Directorship of the charity, the person nominated shall be declared duly elected without a ballot at the AGM. 

4.    If the number of candidates for election as determined by the Board of Directors with respect to a vacant office exceeds one, the notice of the AGM shall list the names of all candidates and the number of vacancies and any other information required by the Nominations and Appointments Committee.

If so decided by the Nominations and Appointments Committee, the notice shall include the details for voting in the elections by postal or electronic ballot prior to the AGM as well as at the AGM. 

5.    Every eligible member may cast one vote for a candidate and for the number of candidates up to the number of vacancies. 

6.    The person(s) receiving the highest number of votes in any such ballot shall, subject to his or her consent, be declared duly elected as Director with immediate effect. In the case of an equality of votes, the person who is chairing the meeting shall have a second casting vote.

7.    The result of all elections and all appointments under the Articles shall be notified to all members within four months of the AGM at which the elections took place, by updating the CaSE website and promptly notifying the appropriate regulatory bodies.

C: The Board of Directors

1.    The directors, as defined, empowered, and elected under the Articles of the Association, shall collectively form the Board of Directors of the charity. 

2.    The Board of Directors shall consist of at least six, and no more than fifteen directors. 

3.    The officers of the charity shall be
        i.    the Chair; 
        ii.   the Deputy Chair;
        iii.  the Honorary Treasurer;

4.   The officers shall be elected by the Board of Directors from amongst the directors. 

5.   Each of the officers shall be elected by the Board of Directors at the last meeting of the Board of Directors before the expiry of the incumbent officer’s term, or if the office has otherwise been vacated, at the next Board of Directors meeting after the vacancy arises.

6.   If a vacancy occurs in an officer post other than on a retirement at an Annual General Meeting, the Board of Directors may elect a director to fill the vacancy who shall take office immediately from the date determined by the Board of Directors.  The period from taking office until the next Annual General Meeting shall be ignored for the purposes of determining term of office under bye-law 11.  

7.    Any director may be elected by the Board of Directors to become an officer and any officer may be elected by the Board of Directors to serve in a different office (but there is no expectation for this to occur). Should this happen, the term of office of this newly elected officer will start again, with them then being able to serve two more successive terms from this point.

8.    A director shall hold office for a term of three years and may be re-elected for one more successive term of three years.  On the expiry of the second term the director shall retire unless the Board of Directors resolves that he or she can continue in office for a fixed term to be decided by the directors. 

9.    A director shall take office at the conclusion of the Annual General Meeting at which he or she is elected, when the retiring directors shall retire.

10.    For the term of office of directors or officers “year” means the period between the conclusion of an Annual General Meeting and the conclusion of the next Annual General Meeting.

11.    Each officer shall hold office for a term expiring on the third AGM from the date of his or her election and may be re-elected for one more successive term of three years.  On the expiry of the second term the officer shall retire unless the Board of Directors resolves that he or she can continue in office for a fixed term to be decided by the Directors. 

12.    An officer shall vacate office upon ceasing to be a director unless immediately re-elected as a director.

13.    The Honorary Treasurer of the Campaign shall be responsible for maintaining the accounts and other financial business of the charity and presenting such matters to the Board of Directors and the annual accounts to the Annual General Meeting. He or she may delegate some or all such responsibility to the executive team.

14.    The charity should endeavour to ensure that at least one director is based in or near each of the devolved administrations at Edinburgh, Cardiff, and Belfast.

15.    The Board of Directors shall determine the terms of reference for any committees or working groups of the charity that it may choose to introduce.

16.    Such terms of reference shall include a general description of the scope of the authority delegated to the committee, group, or party, its activities, any criteria for selection of members and the term of office for chair and members.

D: The Advisory Council

1.    The Advisory Council of the charity is a sub-committee of the Board of Directors. Membership of the Council is by solely by invitation from the Board of Directors.

2.     All members of the Advisory Council become Honorary Members of the charity upon appointment to the Council.