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Constitution

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Constitution

Constitution of the Association of Mining Analysts

 Article I - Name

  1. The name of the organisation shall be “The Association of Mining Analysts”.

Article II - Purpose

  1. To organise corporate presentations by representatives of the mining industry and to offer a forum for meeting with the mining fraternity. (see addendum 1)
  2. The Association shall be an independent, non-profit: making and non-political organisation. (see addendum 2)
  3. The Association should endeavour to work closely with other UK based mining organisations and institutions to promote and strengthen the mining investment sector.

Article III - Membership

  1. Membership is open to those with a substantial interest in the mining industry whether directly or as industry practitioners or as investors.
  2. All prospective members must either directly or indirectly through an AMA member apply to one of the AMA Committee to be admitted as a new member. Any Committee member so approached must circulate details to the rest of the Committee before the candidate is admitted. If a candidate has already, in the course of making their application, paid over the subscription fee and that candidate is rejected by the Committee, their subscription will be immediately returned.
  3. The Committee reserves the right to withdraw membership from an individual if their behaviour has directly endangered the good standing of the AMA or if their behaviour is likely to bring the AMA into disrepute. Where this behaviour is judged to be particularly damaging to the AMA the Committee has the right to place a lifetime ban on the dismissed member; a majority vote within the Committee is required. A lifetime ban can only be lifted if the Committee at the time the issue of reinstatement is considered is unanimous in agreeing to lift the ban. However, before the ban can be lifted the membership must be consulted. A minimum of 50% of the Fully paid up membership must vote on the re-instatement, and re-instatement can only be achieved if the dismissed member obtains the approval of 50% or more of the members voting. Voting procedures will be as for other AMA elections.

Article IV - Officers

  1. Members shall elect annually a committee consisting of a Chairman, DEPUTY CHAIRMAN, Secretary, Treasurer and TWO other members. All Committee members wishing to remain on the Committee must put themselves up for each year. Only fully paid up members of the AMA will be able to vote in the election. CURRENT COMMITTEE MEMBERS AS WELL AS NOMINEES WILL HAVE THE RIGHT TO VOTE IN THE ELECTION.
  2. Nominations should be to the AMA at least four weeks before the AGM each year. Nominations should be submitted to the AMA’s administrator via an e-mail address set up for the purpose. Every nomination will be acknowledged and it is the responsibility of each nominee to ensure that they receive such acknowledgement. If they do not they should contact the AMA’s administrator. Once the nomination process has closed the AMA administrator will inform the Committee of the nominations.
  3. Members will be circulated with the nominations at least two weeks before the AGM. Their vote should be submitted to the AMA’s administration office at least a week before the AGM at which the result of the election will be announced. Voting will be by post and for e-mail and instructions on voting procedures will be given with the announcement of the final nominees.
  4. The AGM shall be held in December and at least four weeks notice of the meeting and the agenda be given to members.
  5. Committee members should not hold the same for more than two consecutive years. No Committee member should serve for more than four consecutive years. Members of the Association at the AGM can waive these restrictions if no replacement candidates put themselves forward. All positions on the Committee are non­paying although reasonable expenses incurred directly on behalf of the AMA may be claimed from the Treasurer.
  6. The Chairman must have been a paid up member of the AMA for at least two years and other Committee members must have been paid up members of the AMA for at least one year. The eligibility period will be measured from the day that the member’s annual subscription fee was paid. If asked a candidate must provide proof of their eligibility. Candidates may count historic years of membership if their membership has lapsed.
  7. If a member of the Committee does not complete a year’s duty the Committee has the discretion to replace them by co­opting another AMA member on to the Committee.
  8. In addition, though not part of the Constitution itself, an addendum laying out the duties of the Committee and how it should function is attached. The addendum has the same standing as the Constitution, as do any other addenda to the Constitution, and must be adhered to. (see addendum 3)
  9. THE COMMITTEE SHALL HAVE THE RIGHT AND OBLIGATION TO APPOINT AN ACTING OFFICER OR OFFICERS FROM WITHIN THE COMMITTEE SHOULD THE GENERAL ELECTION FAIL TO NOMINATE AND ELECT A PERSON FOR THE OFFICE.

Article V - Annual Report

  1. The Treasurer will prepare an annual statement of receipts and expenditure for the year ended 31st October. At the discretion of the Committee this statement may be audited. The statement will be available before the AGM in December and will be submitted for approval at the meeting. Following the AGM it will be circulated to members for their information.

Article VI - Company and AMA business meetings

Company meetings/presentations are to be held at the discretion of the Committee. At least two Committee members must agree to any company meeting/presentation and the related financial arrangements. However no binding arrangement can be entered into until the proposed event has been reported to the rest of the Committee and been approved.

The contents of at meetings should be “on the record” unless specifically requested to be “of the record” by the speaker.

The quorum at the AGM shall be 12 paid up members including Committee members.

During the year the Committee may from time to time hold meetings to discuss and plan future AMA events and other business of the AMA. Such meetings will be minuted by the Secretary and will be available for the membership to View on a reasonable request basis.

The Committee is empowered to call EGMs if events/issues in the opinion of at least half of the Committee demand it. AMA members are also entitled to call for an EGM but must have the support of 15 members and must provide reasons to the Committee for the EGM for the Committee’s information only. The Committee is empowered in such cases to try to broker a solution before an EGM is called.

The Committee is also empowered to support other mining related initiatives if in its opinion such support will enhance the standing of the Association. Any such initiatives require the unanimous agreement of all the Committee.

Article VII - Subscriptions

The annual membership fee shall be set by the Committee. The fee will cover the calendar year and shall be paid by the end of March.

The Committee will decide the charge, if any, for meetings/presentations/seminars and there will normally be a premium for non-members.

Article VIII - Guests

Members may bring guests but they must clear this with one of the Committee.

The Committee has the discretion to refuse permission if the meeting is fully subscribed by members.

Article IX - List of Members

A list of current members will be produced each year after subscriptions have been paid. Any paid up member on request has the right to receive a copy of the new list by e-mail at that time. The list available for members will contain names and companies/status.

The Committee may if it thinks it is of advantage to the Association and does not infringe members privacy allow the list to be used commercially in relation to mining/metals business for a fee payable to the AMA to be agreed on a case by case basis. At no time will the list be released to any outside organisation under any circumstances.

Addendum 1. Meetings and presentations

Whilst the normal format for AMA meetings and presentations will consist of a single company presenting its story to the Membership in the form of a one to two hour event including lunch, the Committee may from time to time put on seminars on a mining and/or metal theme which it considers may have particular interest for the Membership. However, such events will be rare as it is not the intention of the AMA to compete in the full scale event organisation/conference market which requires resources and time beyond the AMA and its Committee. The Committee may though from time to time endorse bigger events organised by others which it thinks may be of interest to the Membership. Literature/publicity promoting such an event must carry prominently positioned recognition of the endorsement and the Committee will seek to negotiate a discount for AMA members if the event is fee charging.

Addendum 2. Non-profit making

The AMA is a non-profit making body and any income needed to pay for administrative services and to provide essential bridging where necessary for presentations must come from the membership’s annual subscriptions. When the AMA seeks sponsorship for events, that sponsorship should cover the costs of putting on the event solely and no profit should accrue to the Association. There may be occasions when it is appropriate for the AMA to make a charge for its services in putting on an event but such charges must be agreed unanimously by the Committee. Should any surplus accrue it will be used for purposes that enhance the prestige of the AMA such as the bursary mentioned in Article VI, section 6.

Addendum 3. The operating of the Committee

  1. The Chairman acts as the ‘primus inter pares’ but all members of the Committee have equal standing with each other. The Chairman may from time to time represent the AMA at function but has no rights to take executive action without the knowledge and support of the Committee.
  2. The Committee must operate in a completely transparent way. it will be considered a breach of Committee etiquette if any Committee member operates on behalf of the AMA without fully disclosing their intentions and actions to the whole Committee. In such circumstances the Committee can demand full disclosure and if this request is refused must itself refuse support for the Committee member and for whatever they are planning. Consequently no member of the Committee can commit the AMA formally to an agreement unless they have the backing of the whole Committee; this backing can be sought either at a Committee meeting or by e-mail communication if speed is of the essence.
  3. Members of the Committee must in all cases declare whether they have conflicts of interest in terms of AMA activities and must also declare when AMA activities lead to them having a personal interest in the activity or where they may receive benefits that activity such as travel expenses etc.
  4. No member of the Committee should take it upon themselves to pay deposits/invoices etc relating to AMA business or events or have incoming payments for the AMA made out to anyone other than the AMA. AMA invoices should also be raised by the Treasurer only. Any payments received should be sent to the Treasurer or to the AMA’s Administrator, who inform the Treasurer. Where events organised by the AMA are being fully sponsored by the company/companies presenting, all efforts should be made, in organising the event, for invoices/bills to be settled directly between the presenting company and the suppliers. As many presenting companies are foreign this can help in avoiding VAT being charged to the sponsoring company.
  5. Although the Committee gives its time voluntary to the AMA, members are entitled to claim reasonable expenses where they have used their own resources on AMA business. Any claim must go to the Treasurer on forms provided. if a Committee member is intending to spend over £50 the expenditure must be agreed with the Treasurer beforehand who may consult other Committee members if there is a potential issue. What constitutes reasonable will be agreed by the Treasurer and the Committee on a case by case basis.
  6. ln recognition of the fact that the Committee gives its time to the Association free of charge no subscription fees shall be charged to Committee members in their serving years. For the purpose of determining eligibility for office a serving Committee member putting themselves forward for the Chairman’s position may count years served on the Committee as fully paid up. Also if seminars and presentations require AMA attendees to pay an entrance fee again the Committee is exempt from payment.
  7. From time to time the Committee may involve the AMA in long and short term contracts with suppliers of goods and services relevant to the AMA’s activities. Such contracts can be entered into by any member of the Committee but only with the unanimous approval of the Committee.
  8. The Committee not favour any particular supplier of goods and services to the exclusion of other competitive suppliers. However the Committee does have discretion in this area if in its opinion the AMA benefits from contracting less competitive suppliers

Dated July 2006
Acting Chairman: Michael Coulson
Secretary: Paul Renken