The Association shall be known as The Association for Admissions, Marketing & Development in Independent Schools ('AMDIS').
The Association is a Membership organisation with Independent Schools as Full Members, paying subscriptions for individuals working in development, marketing and promotion of such Independent Schools. It will be incorporated as a not-for-profit company to be limited by guarantee.
The object of the Association is the advancement of education by the collection and dissemination of information for the purpose of promoting good practice in the marketing and funding of independent schools and educational establishments. The Association may undertake such other things which may contribute to the attainment of, or being incidental to, the primary object. The Association may co-operate with other bodies having similar or sympathetic aims and generally may do all such acts as shall further the active and corporate life of the Association.
The Association shall consist of two classes of subscribing Members; Full Members and Corporate Members.
Full Membership shall be confined to schools who are Members of the Independent Schools Council who shall be represented by a named individual usually responsible for marketing and/or admissions and/or development or another individual nominated by Member Schools and who shall be entitled to vote on their behalf at a General Meeting.
Corporate Membership will be open to companies and commercial partners who supply services to independent schools. Corporate Members are not eligible to vote at a General Meeting.
All applications for Corporate Membership shall be considered by the Membership Committee whose decision in each case shall be final and who shall not be required to give any reason for the non-election of an applicant. Regulations setting out the rights of Corporate Members will be drawn up by the Board of Directors. The Board of Directors may at any time, without stating any reason, refuse to accept a renewal of an Corporate Membership.
The Board of Directors may elect any person or organisation as an Honorary Member or to an honorary post for such period and subject to such conditions as they think fit.
Each Full Member School shall have one vote.
6. AMDIS BOARD
(a) The affairs of the Association shall be managed by a Board of Directors composed of the Chairman of the Association, who shall also be Chairman of the Board of Directors, the Vice Chairman of the Association who shall also be Vice-Chairman of the Board of Directors, and a Treasurer and up to ten additional Members. The Board of Directors shall have power to appoint such other officers as may be required from within the Board of Directors.
(b) A Chairman, Vice Chairman, Treasurer and Members of the Board of Directors will be elected at the Annual General Meeting to serve, in the first instance, a two year term at the end of which they will be eligible for re-election for up to two further consecutive terms. In the case of a Member who is elected Chairman or Vice Chairman after one year of the third term of office he/she may continue in office for a further year beyond the end of their third term.
(c) The Board of Directors may appoint a Secretariat to carry out administrative business of the Association. Members should address any communication to the Managing Director at the address of the Secretariat.
(d) The Board of Directors may appoint sub-committees to consider and report on any matter, and Members of such sub-committees need not necessarily be Members of the Board of Directors, although at least one Member of each sub-committee shall be a Member of the Board of Directors.
(e) Only the Chairman, Vice Chairman or the Managing Director may make announcements or issue publications in the name of the Association.
(f) The Board of Directors shall be responsible for keeping appropriate records and minutes of meetings, and shall be responsible for the control and management of the Association’s income and property.
Only Full Members and of the Association may propose or second another Full Member of the Association for the office of Chairman, Vice Chairman or Treasurer or for Membership of the Board of Directors. All proposals, duly seconded, must be lodged in writing with the Managing Director, six full weeks before the Annual General Meeting at which the election is to take place. Any Board Member who ceases to be the nominated representative of a member school shall step down from the Board by the next AGM. A Code of Conduct shall govern the workings of the Board of Directors.
The Board of Directors shall be empowered to co-opt other Full or Members of the Association to fill vacancies on the Board of Directors, but a person so filling such a vacancy shall retire at the next Annual General Meeting and shall be eligible for election. The Board of Directors may invite other persons to attend its meetings for specific purposes.
An Annual General Meeting shall be held once in each year to transact the following business:
(a) to receive and adopt the annual accounts.
(b) to elect officers and other Members of the Board of Directors.
(c) to appoint a qualified auditor.
(d) to deal with any other business which the Board of Directors wishes to bring before the Members and to receive and consider suggestions from Members.
The Board of Directors shall meet at least twice a year.
The quorum for the transaction of business at a General Meeting shall be 20% of the Full Membership, and at a meeting of the Board of Directors four elected Board Members.
An Extraordinary General Meeting may be called at any time by the Board of Directors and shall be called within six weeks of receipt by the Managing Director of a request in writing by a minimum of ten Full Members stating the purpose for which such a meeting is desired.
Any resolution to be considered at any General Meeting must be received by the Managing Director not less than four weeks before the date of the Meeting. Notice of any General Meeting will be given to Full Members at least 21 days before any meeting.
The auditors shall audit the accounts of the Association each year to 31st August and in doing so shall have access to all books, deeds, documents and accounts of the Association. The accounts shall be approved by the Board of Directors of the Association and submitted to the Annual General Meeting immediately following for approval by the Full Members. The auditors shall not hold any office in connection with the Association.
Copies of the accounts will be made available to the Full Members at each Annual General Meeting.
Each Full Member of the Association shall pay an Annual Subscription, as set by the Board of Directors which shall be ratified at the Annual General Meeting except in the case of an increase in line with the cost of living as determined by the Retail Price Index which may be authorised by the Board of Directors without the need for subsequent ratification. Annual subscriptions shall become due on 1 September in each year. Similarly, an annual fee for Corporate Membership and dates of payment will be set by the Board of Directors who may determine scales of fees which differentiate between different types of Corporate Member. A new Member’s subscription paid after 31 May in any year shall entitle the Member to Membership until 31 August in the following year. Membership shall lapse if a subscription is in arrears on 28 February next after it has become due, unless the Board of Directors shall for special reason determine otherwise.
In the event of the Association being wound up, the property and assets of the Association shall not belong to Full or Corporate Members. If upon the winding-up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the Members of the Association but shall be given or transferred to some other charitable institution or institutions which shall have objects similar to the objects of the Association, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution. Insofar as effect cannot reasonably be given to such provisions then such property shall be disposed of at the discretion of the Board of Directors for some other charitable purpose or purposes.
Amendments to this constitution shall only be made by a majority vote at a General Meeting. Any proposed amendment to be brought up at an Annual General Meeting should be sent to the Managing Director six weeks preceding the Annual General Meeting. Notice of such proposed amendments shall be published with the notice of the meeting and take effect, if approved, from the date of the Annual General Meeting.