Chamber Constitution

Wigtownshire Chamber of Commerce Limited

January, 2014


1. Name and constitution

The association shall be called “Wigtownshire Chamber of Commerce” (previously known as the District of Wigtown Chamber of Commerce, a company limited by guarantee – Company Number: SC318300) and membership shall consist of business owners, farmers, members of professions, civil servants, companies, directors of companies and representatives of national authorities who carry out their business, work or profession in Wigtownshire. Private individuals who are resident within such an area and who are interested in the prosperity and well being of Wigtownshire and who are or have been previously engaged in any business or profession may also join. Affiliate membership may be open to any business trading outwith Wigtownshire.

2. Aims and Objectives

– To promote and protect the commercial, professional and economic interests of Wigtownshire

– To provide a business support functions for member businesses such as the provision of training and business advice.

– To act as an information point for all businesses operating in the area described in section one.

– To provide useful information and contacts to members and encourage networking activity between member businesses.

– To discuss and promote measures calculated to benefit the business interests of Wigtownshire.

– To promote Wigtownshire as a location for inward investment and tourism.

– To discuss and deal with all matters (non-political and non-sectarian) which arise relative to local affairs.

3. Membership

3.1 There will be three categories of membership.

3.1.a Full membership: for businesses and business people based in or who operate in Wigtownshire (including Creetown, formerly in thre Stewartry of Kirkcudbright). Full membership will provide a range of benefits (described below); full voting rights and the right to stand for committee.

3.1.b. Affiliate membership: This is open to voluntary, charitable and non-profit making organisations that operate in Dumfries and Galloway or businesses operating anywhere else in UK or overseas but which have links or interests in the cmmercial wellbeing of Wigtownshire. They will receive full benefits of membership but will not be eligible to hold a position on the committee or vote in an election.

3.1.c. Honorary membership: from time to time individuals who have, in the opinion of the Board, provided service to the benefit of Wigtownshire, may be asked to become Honorary members. This will run for one year unless otherwise stated.

3.2 Any person, firm or company wishing to become a member of the Chamber will need to be nominated and recommended by an existing member. On application, payment of the required fee and providing the application matches the criteria for membership as set out above, the member will be entitled to the benefits of membership.

3.3 Any firm, company or authority becoming members of the Chamber shall nominate in writing a representative, whose name shall be entered in the register of the Chamber as representing such company and who shall have full authority to exercise all rights of membership on behalf of such firm, company or authority representative shall have the right to appoint a deputy:

4 Benefits of Membership

The central benefit of chamber membership will be the opportunity to network and share business ideas and experiences with like minded business people and support, by virtue of membership, economic regeneration initiatives being promoted by the Chamber.

5 Meetings

The chamber of commerce will from time to time organise meetings, seminars and talks designed to bring benefits to the Chamber and its members.

6 Subscriptions

If the Board so decide an annual joining fee shall be payable by all new members, this fee to be fixed at rate appropriate by the Board.

The annual fees are decided by the committee and ratified at the Annual General Meeting.

Membership will be on a calendar year basis and 28 days before renewal, an invoice will be sent to the member, confirming the required fee for the forthcoming year. Failure to pay the required membership fee within 7 days of the renewal date will result in cancellation of the membership.

Payment of fees can be by cash, cheque, BACs or standing order.

7 Management

The management policy of the chamber shall be vested in the Chamber. The day to day management shall be the responsibility of the President, the Vice President and the Secretary of the chamber Board. The President shall take the chair at all meetings of the chamber at which he/she is present and in his/her absence the vice president shall reside and in the absence of both the meeting shall elect a Chairman from the members present.

The Board shall comprise of no more than 12 Directors plus any non-voting member representatives from various business sectors operating within Wigtownshire.

The Board shall have the power to appoint a temporary secretary in the event of death, resignation, dismissal or inability to act of the person holding the office of secretary respectively and such temporary officer shall have the power and continue to act until a new secretary shall be appointed by the chamber in a general meeting.

The executive committee shall have the power to appoint sub-committees from their members and such sub-committees shall have the power to co-opt any member/s of the chamber to serve on the sub- committees but any co-opted member shall have no voting right when attending the meetings of the Board.

If any member of the Board shall, in the opinion of the Directors, be unreasonably absent for more than three Board meetings, The Board may consider whether to terminate their directorship.

The Board shall meet at least bi-monthly throughout the year (with the exception of December unless otherwise agreed) with at least two thirds of the current number of Directors present required to form a quorum. Board meetings will be held on the last Thursday of every month (except December).

Members may submit motions for discussion by the Board in writing to the secretary at least four working days prior to the monthly Board meeting. The motion will then be included in the agenda of the next scheduled meeting. Should the item be of a more urgent nature, then an extra meeting can be called in addition to the monthly Board meetings.

The Board of Directors shall decide any question not provided for in these rules.

8 Annual General and other General meetings

The annual general meeting shall be called after the completion of the annual accounts of the Chamber, specific date to be notified to all members 21 days in advance.

The Business of the annual general meeting shall be:-

(a) To receive the Annual report from the president

(b) To receive the accounts of the Chamber

(c) To elect the following officers:-


(i) A President

(ii) A Vice President

(iii) An auditor

(iv) A Board of Directors

(vi) A paid or honorary secretary

(vii) Such other business as shall have been communicated to the secretary and included in the notice of the meeting sent to members.

The President, Vice President and Secretary shall be ex-officio members of all committees established by the Chamber.

Elected officers of the Chamber and members of the Board shall not be proposed for re-election without providing written notice that they are available to be so elected, such notice to be given SEVEN days prior to the date of such meeting.

The Secretary, on requisition of the President or five members of the Chamber can convene a special general meeting. The object of the meeting shall be stated on such requisition and not less than ten days notice of the meeting and the subject to be brought forward there shall be given by circular to all members. The Secretary shall call the meeting within ten days of receiving the requisition.

9 Voting

The votes at meetings of the Chamber shall be by show of hands, unless a ballot is demanded. The President shall have a second or casting vote in the case of a tie.

10 The secretary and duties of the secretary:

The Chamber shall have the power to employ and pay a secretary and, so long as there is no paid secretary, an honorary secretary shall be elected by the chamber. The Chamber shall be empowered to pay the honorary secretary for the time being an honorarium in recognition of their services to the Chamber.

The secretary (whether Honorary or paid) shall conduct correspondence of the chamber in conjunction with the president and shall have custody of all documents belonging to the Chamber. The secretary shall keep full and correct minutes of all proceedings at all meetings both of the chamber and of the Board and of other committees of the chamber. In addition, the secretary shall be responsible for the promotion of the chamber, management of the membership, organisation of the meetings and management accounts.

11 Auditors

The auditors shall audit the annual statement of account and balance sheet and shall certify the same before they are made available for presentation.

12 Accounts

All income shall be passed to the secretary to be paid into the bank for credit of the Chamber and all payments shall be made by cheque having the signature of the president or vice president and countersigned by at least one other member of the Board. Such payments shall have been requested by letter or invoice from the person, or company providing goods or services.

13 Resignation

A member may resign his/her membership of the Chamber by giving notice in writing to the secretary but shall continue liable for an annual subscription due and unpaid at the date of his/ her resignation.

14 Expulsion of members

Any member who, in the opinion of the majority of the Chamber at a special meeting of which due notice has been given, is considered for any reason as unsuitable or ineligible to continue as a member of the chamber shall be called upon to withdraw or resign, or default thereof, at the expiration of FOURTEEN days from the date of the notice, the person to whom such notice shall be given at once ceases to be a member and forfeits all rights of membership. Such member shall have the right to appeal to a general meeting.

15 Alteration or addition to the constitution

Alterations or additions to the constitution of the Chamber may be made with the agreement of the majority of the Board members present at a Board Meeting.

16 Dissolution

The Chamber may be dissolved with the consent of at least four-fifths of the members present at a special general meeting duly summoned for that purpose.