1. TITLE AND INTRODUCTORY MATTERS

In these byelaws, “the 2006 Act” means the Companies Act 2006 or any alteration or re-enactment therefore for the time being in force.

2. OBJECTIVES

3. MEMBERSHIP

3.1 Categories of membership

The Association comprises the following categories of membership.  Members may be companies, other corporate bodies or other organisations (if an organisation without its own legal identity acting through a nominated individual who holds the membership of the Association on behalf of the nominating organisation) and the following provisions shall be read and construed accordingly:

FULL MEMBER (WITH VOTING RIGHTS – ONE VOTE PER MEMBER)

CONTRACTORS

• Comply with the code of practice for the supply, design and installation of “Built-In” fire protection products or systems.

If an applicant is unable to demonstrate the required track record, probationary membership may be granted in the interim.  A probationary member shall not be entitled to display the logo. 

MANUFACTURERS

Applicants for this category of membership must:

DISTRIBUTORS

ASSOCIATE MEMBERS

The Council assesses each application on an individual basis.

OVERSEAS MEMBERS

The Council assesses each application on an individual basis

OVERSEAS MANUFACTURERS

AFFILIATE MEMBERS

The Council assesses each application on an individual basis.

3.2 Cessation of membership

Should a member elect to change its trading name(s) it shall advise the Association of such proposal prior to any changes being implemented.  Membership is not transferable.  Members may change membership category provided they meet the criteria for the revised category and the Council consents to the change.

3.5 Fees

Membership subscriptions are charged from January to December in each year.  Members joining the Association after 1 February will be charged pro rata.  Invoices for subscriptions will be sent upon appointment to membership.
Manufacturers, contractors and distributors may pay an entrance fee.  The Council shall annually (or as appropriate) set fees applicable for each grade of membership.

4. MANAGEMENT STRUCTURE, PROCEEDINGS AND GENERAL MEETINGS

General meetings

The Association shall observe the applicable provisions of the 2006 Act for the time being in force.  The provisions of these byelaws regarding general meetings shall be read and construed subject to the 2006 Act and to applicable provisions of the articles of association of the Association.
General Meetings, including the Annual General Meeting, shall be convened and held in such manner as required or permitted by the 2006 Act and the articles of association of the Association.  The contents of the meeting notice and notice periods, the quorum required, the proxy rights of members, the voting rights of membership classes, types of resolution and voting majorities required for those types of resolution and the chairmanship of the meeting shall all be as required or permitted by the 2006 Act and the articles of association of the Association viz meetings shall be at such a time and place as the Council shall decide and be notified to the membership at least 14 days in advance in writing, 21 days for an Extraordinary General Meeting.  The notice of the meeting will include an Agenda and any special resolutions, changes to the Memorandum and Articles etc.
All members shall be entitled to attend and speak at General Meetings.
Votes may be given by voting members in person, or by their duly appointed proxies, in writing, who shall be members, proprietors, directors or employees of a member firm or its appointed representative.  Votes may also be cast in writing by post, provided that they are duly signed and authorised by the member. 
No member whose current fee or subscription is unpaid for more than 3 months beyond its invoice date shall be entitled to vote. 

4.2 Management of the Association and the Council

The Council shall manage the Association in accordance with its powers and duties under the 2006 Act and the articles of association of the Association.
The Council is the governing body of the Association and is elected as set out in the articles of association of the Association at the Annual General Meeting and consists of :-

• Unless otherwise determined by a General Meeting, a maximum of fifteen representatives of Members of which no more than six shall be elected from any one of the membership grades. 
• The Chairman and Vice Chairman, who shall be Contractors, Manufacturers or Distributors, shall be elected by the Council.  Council has the power to co-opt any member to fill a vacancy and Council members shall vacate their position if they cease to be a representative of a member.  Council members would normally be expected to attend at least 50% of Council meetings in each association year; failure to do so may preclude them from standing for re-election.

Council will normally appoint a CEO, Secretary, Technical Officer and Publicity Officer.  Their annual remuneration and terms of employment will also be agreed by Council.
Not more than one representative of a member company shall be elected to the Council at any one time.  The Council shall have the authority to co-opt members.  Anyone so co-opted will be eligible for election at the following AGM.
The quorum necessary for transaction of Council shall be a minimum of five.
Meetings of the Council shall be held as Council sees fit or called by the Secretary on requisition of at least five members of the Council.  At least 14 days clear notice of the meetings, date and time shall be given to members of the Council.
Each Council member shall have one vote and in the case of equality of votes the Chairman shall have a casting vote.
The Council may appoint and delegate business to appropriate sub-committees.  Any such business transacted or decided by such Committees may be subject to validation by the Council if no mandate has been previously issued.  The Council may transact its business in writing (which shall include the medium of electronic mail) where appropriate e.g.  ballot on membership. 
The Chairman, Vice Chairman and Immediate Past Chairman shall be appointed as Directors, as appropriate under the provisions of the Act.
Any member of the Council shall be obligated to declare any vested outside interests in matters then under consideration by the Council upon which declaration Council shall consider and vote upon whether said member shall be entitled to vote upon the matter in which he has declared his vested interest.

5. FINANCE

5.2 Fees and subscriptions

The Council shall agree the level of fees and subscriptions due from each class of membership to the Association.

5.3 Accounting by members for their expenses relating to the Association

Members shall account for their own expenses relating to the Association, including the expenses of their individual representatives or proxies attending general meetings of the Association.  No such expenses may be reclaimed from the Association

The Association shall make and keep accounting records and shall prepare and make publicly available (including filing at Companies House) such annual accounts and reports as may at any time be required by law.  The accounting records may be kept at such location and in such form as the Council may decide, subject to the requirements of law at that time in force.

All members shall receive a copy of the memorandum and articles of association of the Association and all changes to those and copies of the byelaws and records of all general meetings of the members of the Association.
All members, applicants, clients and others shall be entitled to register a complaint or appeal against the Association and request arbitration and review of such complaint or appeal.  Such complaints or appeals may refer to, but not necessarily be limited to, decisions of the Council and Association, membership applications and the actions of members of the Association.

7. COMPLAINTS AND APPEALS PROCEDURE             

The Complaints and Appeals procedure shall be as set out in Appendix 2

8. BYELAWS

The Council shall have power in its discretion from time to time to make byelaws or other regulations for the internal or domestic arrangements of the Association and to add to, amend, alter or repeal any byelaws or other regulations so made

The Code of Practice represents a commitment on the part of each member of the ASFP to work towards the highest standards of quality, integrity, safety and reliability in the manufacture, supply and installation of passive fire protection systems.  Each Member shall observe and comply where appropriate with the following requirements in all of its activities.

1.1 The manufacturer shall supply all materials free of defect and of equivalent quality to that supplied for testing and approval purposes.

1.2 The manufacturer shall supply all necessary Health and Safety data for the material(s) in accordance with the relevant regulations (eg. COSHH).

All work in progress shall be regularly monitored in order to eliminate the risk of defective workmanship or material failings.

The Member shall operate a fair and reasonable pay structure for his employees and conform to an appropriate Wage Regulatory Body.  The Member shall not discriminate unlawfully or improperly in respect of employment.

The Member shall be accredited to, or demonstrate a commitment towards, a Quality Assurance System to comply with ISO9000 and obtain Accredited Registration of the System, in accordance with the requirements for membership of the ASFP.

The Member shall demonstrate a positive commitment to training and shall take all necessary steps to ensure that all operatives and staff receive correct and continuing training in all relevant aspects of the work.

The Member shall observe the highest standards of business integrity in all of its business dealings, and shall act as a committed member of the ASFP.

COMPLAINTS PROCEDURE

This procedure will apply to Full and Associate Members.

and/or

to the extent that the Member is able to demonstrate by performance his intent to remedy any complaint found to be of substance by the Council.