1.1 The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to Membership in accordance with the Articles of Association of the Company shall be Members of the Company.
1.2 Membership of the Company shall include the following categories:
- Companies or practices engaged in the design and marketing of volumetric modular systems.
- Companies supplying volumetric modular system erection services to industry standards.
- Organisations supplying goods or services to the volumetric modular industry.
- Practices providing the volumetric modular industry with a specific professional service.
- Companies using volumetric modular system components in the course of their business.
- Trade Associations provided that they are a recognised body with links to the volumetric housing industry or its supply chain.
1.3 Every Member shall have one vote and shall be entitled to vote at general meetings of the Company.
1.4 Subject to the provisions of Clause 2, every Member shall be entitled to submit themselves for election as a Director of the Company.
1.5 Every Member shall be required to sign an undertaking to the effect that he will contribute a sum not exceeding £1 in the event of the Company being wound up during the time that he is a Member or within one year afterwards.
1.6 Every Member shall notify the Company Secretary from time to time, of the:
(a) Registered office;
(b) Principal place of business; and
(c) Main contact name and contact information, telephone, fax and e-mail address.
All notices sent by first class post to such addresses shall be considered as having been given 2 days following the date of posting.
2.0 The Board
2.1 The Board of Directors shall at all times comprise a minimum number of 4 and a maximum number of 12 members.
2.2 Directors to the Company must be full time employees of a Member company and shall serve for an initial period of two years. Following this period they must submit themselves for re-election at each annual general meeting of the Company.
2.3 The Board of Directors shall at all times comprise of either a majority of Manufacturer Members or equal number to Non-manufacturing Members
2.4 Nominations for appointment as Director must be made in writing to the Company Secretary within seven days of notice being given of a general meeting.
2.5 Subject to the provisions of Clauses 2.1, 2.2 and 2.3, Directors shall be appointed by a majority vote of the Members present at the general meeting.
2.6 The Chairman shall be a Member of the Volumetric Homes Group and shall be appointed by the Board of Directors for a maximum period of two years. In the exceptional event that a Manufacturing Member cannot take the position of Chairman then it falls to the Board to elect the Chairman from the remaining Directors that have previously served two years.
3.1 Admission of Members shall be by election by the Directors. All applications for Membership which receive the support of at least 75 per cent of those Directors shall be final and binding. The Directors shall not be required to give reasons for their refusal to admit any applicant as a Member. An applicant for Membership shall be required to furnish such information as is required by the Directors. Failure to disclose relevant information, to submit information or give wrongful information shall invalidate the application whereupon any entrance fee or subscription paid for Membership shall be returned.
3.2 Immediately upon the election of an applicant, that applicant shall become a Member of the Company and be bound by these rules. A copy of the rules will be forwarded to the applicant along with confirmation of his Membership.
4.0 Subscription Payment Terms & Conditions
4.1 The annual subscription shall be such sum as the Directors may from time to time determine.
4.2 All annual subscriptions shall be payable on election to Membership and on the 1st day of the month of the annual anniversary of such election or such other date as the Directors may decide from time to time. There may also be a joining fee for the Association as the Directors may decide from time to time.
4.3 All subscriptions shall be paid by BACS transfer payable as notified on the invoice.
4.4 If any Member shall fail to pay the annual subscription after it has become due, notice shall be sent to the Member calling attention to the failure to pay. If the amount remains unpaid 30 days from the posting of such notice, the Directors may terminate the Membership.
4.5 If at any time the Member shall give the Directors a satisfactory explanation as to the reasons for non-payment, that Member may, at the discretion of the Directors, and on payment of the outstanding annual subscription together with interest thereon at the rate of three per cent per annum above the Bank of England base rate from time to time from the due date until payment in full is made, be re-admitted to Membership.
If the annual subscription remains unpaid or not in a payment plan. Members that have not settled within 3months may be suspended from membership. This will entail:
- Removal of all VHG references to marketing collateral and company websites.
- Where applicable, appropriate stakeholders to be notified of your membership withdrawal
5.1 All Members must maintain strict compliance with the requirements of:
a) Relevant British and European standards,
b) NHBC Standards, LABC technical requirements, or the technical standards of another warranty provider whichever is appropriate, and
c) Building Regulations (England & Wales), Building (Scotland) Regulations, and Building Regulations (Northern Ireland) - whichever is appropriate.
5.2 No Member shall, except for professional services rendered at the request of the Directors, on any pretence or in any manner receive any profit, salary or emoluments from the funds or transactions of the Company.
5.3 All Members are encouraged to use the Company's name and logo in any advertisement or Company literature but shall not give the address of the Company thereon or use the Company's address for business purposes. Members may only use the Company’s name or logo to designate their Membership of the Association. Members are prohibited from using the name or logo in connection with a specific product endorsement.
5.4 No Member shall infringe the patent, copyright, design, trademark or other industrial or intellectual property right.
5.5 If any claim is made against the Company in respect of a breach of 5.4 above by a Member, that Member shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with the claim, or paid or agreed to be paid by the Company in settlement of the claim.
6.1 The Directors will investigate any written bona fide complaint that any Member fails to comply with the criteria applying to Membership of the Company. Should a finding confirm non-compliance, the Directors are empowered to warn the Member of the non-compliance and, if no corrective action is taken within an acceptable a period of time, the Member will be served with a notice of withdrawal from Membership and the Member's name will be deleted from the list of Members. Such deletion will be made known to all Members of the company.
6.2 In the event of the Directors upholding a complaint against a Member, the Member concerned will be charged with and accept liability for any costs properly incurred by the Company in the investigation of the complaint.
6.3 Membership may be withdrawn from any Member if the Directors consider that the Member (a) has acted, or is likely to act, in such a way that could potentially bring the name of the Company or the volumetric modular industry into disrepute or (b) has been guilty of misconduct or (c) has harassed or victimised (whether physically or verbally) an employee of the Company.
6.4 Any Member who has been served with notice of withdrawal will be deemed to have withdrawn from Membership.
7.1 It is an essential condition of Membership that any corporate Member or potential corporate Member shall not be in Receivership or Liquidation and in the event that the Receiver, Liquidator or Provisional Liquidator is appointed in the case of any existing Member, then the Directors shall have full power and authority to serve a notice of withdrawal on such a company or to refuse to renew such Membership.
7.2 Any omission from or inaccuracy in the particulars of an applicant's Membership application may, at the Directors discretion, invalidate the proposal and any election to Membership made in consequence of it. In such circumstances, the Directors shall be entitled to serve a notice of withdrawal on the Member in question.
7.3 Where 50% of the voting rights of a Member are sold or transferred to a third party during the period of Membership, in order that the Membership continues, the sale or transfer must be approved by the Directors and unless so approved the Directors shall have full power and authority to serve a notice of withdrawal on such a company or to refuse to renew such Membership.
8.0 Resignation (members withdrawing/re-joining membership)
8.1 Any Member may resign his Membership by giving 3 months’ notice in writing to that effect to the Secretary.
Three months’ notice to cease membership must be sent via email to the Board (firstname.lastname@example.org) and this will be acknowledged in writing, enclosing a settlement invoice of outstanding amounts due, which is payable upon receipt of the invoice.
The final invoice amount will be fees for the remainder of the month in which notice is given, plus the 3 months’ notice period (based on equivalent yearly fee in full months).
Annual fees paid are non-refundable.
8.2 Re-joining the Volumetric Homes Group
- If re-joining in the same year as leaving a full years’ fee will apply (taken from the previous turnover band level declared).
- Any year thereafter - a full year’s fee plus 50% of the last known membership subscription.
9.0 Data protection
9.2 This Clause 9 will apply to any information about individuals for whom the Member is responsible (including, for example, directors, shareholders and staff). Members shall ensure that they have the relevant individual's consent or another legal basis for sharing any personal data with the Volumetric Homes Group, in connection with the use of such information for the purposes of Membership.
9.3 Personal data that any Member provides to the Volumetric Homes Group will be stored, maintained and processed in accordance with the EU General Data Protection Regulation 2016 and all applicable data protection and privacy legislation, regulations, guidance and codes of practice.
9.4 The Volumetric Homes Group will process individuals' personal data in order to operate and maintain Memberships and to provide services to Members. The legal basis for processing such personal data is the contract of membership. The Volumetric Homes Group also need to process personal data in connection with its legal obligations. If Members do not provide such personal data as requested, the Volumetric Homes Group may not be able to operate the Membership.
9.5 As part of Membership benefits, the Volumetric Homes Group shall issue Member newsletters containing industry news and promotions and also notify Members about seminars, events and conferences and legal changes that may be of interest. The legal basis for the processing of such personal data in connection with communications will be the legitimate interest in operating and promoting the activities of an industry association. If a Member does not want to receive such communications, they can opt-out or unsubscribe by using the link in the communication or by contacting the Volumetric Homes Group at email@example.com
9.6 In addition to the Member communications referred to above, the Volumetric Homes Group may send wider marketing communications (not just to Members) by email, telephone or mail about existing and new services and special offers from the Volumetric Homes Group and/or send information by e-mail, telephone or mail about related products or services of selected third parties that may be of interest. The legal basis for such processing will be consent. Individuals can withdraw consent to any time by using the link in the communication or by contacting the Volumetric Homes Group at firstname.lastname@example.org
9.7 Unless formally notified in writing to the Volumetric Homes Group to the contrary by the Member, Membership and the contact details and scope of operations and similar information that has been provided by the Member to the Volumetric Homes Group will be made available to any person or organisation contacting the Volumetric Homes Group. The Volumetric Homes Group recommends that individuals' contact details are not provided for such purposes and that a corporate email address is used. This information may also be published on the website at www.volumetrichomesgroup.co.uk and in literature produced by the Volumetric Homes Group.
9.8 The Volumetric Homes Group may from time to time seek statistical information from a Member that is commercially sensitive in order to support work in research, lobbying government and certain promotional services. Such information is likely to be aggregated and anonymised and accordingly does not constitute personal data. The confidential terms under which this information is held and used will be made clear to the Member at the time that it is sought.
10.1 The Directors shall be the sole authority for the interpretation of these Rules and of any regulations made from time to time by the Directors. The decision of the Directors upon any question of interpretation or upon any matter affecting the Company and not provided for by these Rules or by any regulations shall be final and binding on the Members.
11.1 These Rules may be added to, repealed or amended by resolution at any Annual or Extraordinary General Meeting provided that no such resolution shall be deemed to have been passed unless it is carried by a majority of at least 75 per cent of the Members voting on such a resolution.