01793 616677
Society of Professional
Mortgage Arrears

The voice for the profession of
        Mortgage Arrears Counselling

of the
Society of Professional Mortgage Arrears Counsellors

1. Definitions

"Counsellor" means a Counsellor or Probationary Member.

"Member" means a Member of the Society.

"Overseas" means any country other than the United Kingdom including the Channel Islands and Isle of Man.

"The Act" means the Companies Act 1985 and every statutory modification or re-enactment thereof for the time being in force.

"The Society" or "the Company" means the Society of Professional Mortgage Arrears Counsellors.

"The United Kingdom" means the United Kingdom of Great Britain and Northern Ireland and includes England, Scotland, Wales, Northern Ireland, the Isle of Man and the Channel Islands.

Unless the context otherwise requires, words or expressions used in these Articles shall bear the same meaning as in the Act.

The masculine gender shall include the feminine gender and, unless the context otherwise requires, the singular shall include the plural and vice versa.

2. Membership

2.1 Those persons who are the Subscribers to the Company on the date of Incorporation and such other persons as are admitted to membership in accordance with the Articles and Bye-Laws shall be Members.

2.2 Any person wishing to be admitted to membership of the Company must complete and sign or agree electronically the Company's application form worded in terms that the Directors may from time to time require which should then be forwarded to the Company Secretary at the registered office of the Company.

2.3 Admission to membership is subject to the approval of the Directors.

2.4 Members of the Company agree to be bound by the Articles of Association and Bye Laws and Guidelines issued by the Directors.

2.5 The privileges of a Member shall not be transferable. They shall cease on the resignation or death of the Member or in the circumstances set out in the Bye Laws.

2.6 Subscriptions and entrance fees (if any) payable by Members shall be such as the Directors may from time to time prescribe.

3. Classes of Membership

3.1 Corporate Member: A full member who may be a sole proprietor, partnership or a company elected by the Directors who will pay subscriptions and fees as determined by the Directors - Voting Member.

3.2 Counsellor Member: An individual sponsored by a Corporate Member who will not be subject to any subscription or fee - Non Voting Member.

3.3 Probationary Member: An individual sponsored by a Corporate Member who has had less than one year's experience with that sponsor and who will not be subject to any subscription or fee - Non voting Member.

3.4 Associate Member: An individual, incorporated or voluntary body or organisation who has agreed to promote, encourage and help maintain the highest standards in Mortgage Arrears Counselling who will not be subject to any subscription or fee - Non Voting Member.

3.5 Honorary Member: An individual who has been elected by the Directors for exemplary service to the Company and/or to the Profession of Mortgage Arrears Counselling who will not be subject to any subscription or fee - Non Voting Member.

3.6 All Members will uphold the Code of Conduct and accept that the Directors may renounce Membership if in their absolute discretion they consider that this commitment has not been honoured.

3.7 The Directors may at any time increase, diminish, sub-divide or waive the qualifications or standing of any class of membership for such period as the Directors may think fit.

4 Cessation of Membership

4.1 Any Member wishing to resign his membership of the Society shall inform the Company Secretary in writing of his decision.

4.2 A Corporate Member whose annual subscription is unpaid three months after the due date shall cease to be a Member and shall forfeit all rights in and claims upon the Company and its property but may be reinstated at the discretion of the Directors.

4.3 The Directors shall have power to request the resignation of any Member or to determine any membership without explanation but before such power can be exercised (but only in the case of this power) the vote of not less than two thirds of those Directors present and voting shall be required.

5 General Meetings

5.1 The Society shall in each year hold a General Meeting as its Annual General Meeting at such time and place as may be determined by the Directors.

5.2 All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

6 Proceedings at General Meetings

6.1 All business shall be deemed special that is transacted at an Extraordinary General Meeting and also all that is transacted at an Annual General Meeting with the exception of the consideration of the accounts, balance sheets and the reports of the Auditors, the election of Officers and other Directors in place of those retiring by rotation and the appointment, and the fixing of the remuneration, of the Auditors.

6.2 No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided the quorum shall be 2 Directors personally present.

6.3 If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the Meeting shall be dissolved.

6.4 With the consent of any Meeting at which a quorum is present the chairman of the Meeting may adjourn the Meeting from time to time and from place to place as the Meeting shall determine. No notice need be given of an adjourned Meeting. No business shall be transacted at any adjourned Meeting other than the business which might have been transacted at the Meeting from which the adjournment took place.

6.5 At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands of the Voting Members present.

7 Directors

7.1 The Society shall be managed by the board of Directors who shall be the two subscribing directors and any new directors voted in General Meeting.

7.2 Only a Voting Member of the Society shall be eligible to be or to appoint a Director.

7.3 The Company Secretary shall be appointed by the Directors.

7.4 A retiring Director shall retain his office until the dissolution or adjournment of the Meeting at which his successor is elected or it is determined not to fill his place.

7.5 Voting Members shall be eligible for election at any General Meeting provided that they are nominated in writing by a Voting Member and indicate in writing their willingness to serve. Both the nomination and the indication of willingness to serve must be received at the registered office not later than the date prescribed in the notice given of the relevant General Meeting.

7.6 Directorships shall automatically be terminated if:

7.7 The Society may by Extraordinary Resolution, or (subject to the provisions of section 303 of the Act) by Ordinary Resolution of which Special Notice has been given in accordance with the Act, remove any Director before the expiry of his period of office and may, subject to the provisions of section 303 of the Act, by Ordinary Resolution appoint another person in his stead. Any person so appointed shall retain his office for so long as the Director in whose place he is appointed would have held the same if he had not been removed.

8. Notices

8.1 A notice may be served by the Society upon any Member either personally or by sending it through the post in a prepaid letter, addressed to such Member at his registered address.

8.2 Notice of any Meeting required by these Articles shall be deemed to be given if it is posted to reach all Voting Members at least twenty-one (21) days prior to the date of the Meeting. No person other than a Voting Member and the Auditors shall be entitled to receive any notice from the Society.

8.3 Any notice if served by post shall be deemed to have been served on the third day following that on which the letter containing the same is put into the post and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post as a prepaid letter.