Brighton & Hove Chamber of Commerce

2. OBJECTS

a) To participate in the local community and influence local issues and projects, as a voice of the local business community

b) To promote inter-trading and business development for the membership

c) To provide information on local and national issues to the members

d) To maintain financial and political independence

e) To encourage inward investment into the city. BHCC has a mission to promote
business growth and to create wealth in Brighton and Hove

3. OTHER ACTIVITY

a) To borrow money or raise loans required for the purpose of the Chamber upon
securities as may be determined.

b) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property, and any rights and privileges which the chamber may think
necessary.

c) To manage, deal with or otherwise dispose of all or any part of the property of the Chamber.

d) To foster and create a spirit of goodwill, friendship and unity by holding meetings, discussions, lectures, debates, conferences and other functions.

e) To do all such lawful things as are incidental or conducive to the attainment of the above Objects provided that the Chamber shall not support anything the result of which would be to turn the Chamber into a trade union.

4. COMMUNICATION

a) To collect, collate and circulate information relating to trade and commerce to members and to print, publish and distribute circulars, bulletins, journals and such other papers as may be necessary to disseminate such information.

b) Such dissemination may be made exclusively in a digital or electronic form or
provided on-line. As such, members are required to provide an e-mail address in order to receive our electronic mailings. The information contained in an e-mail from the Chamber will be deemed to have been sent to the whole membership.

5. MEMBERSHIP

a) Membership will be open to any individual, partnership, incorporated body,
association or other organisation.

b) The Executive Committee shall have the power to refuse a new application for
membership or refuse the renewal of an existing membership without assigning a
reason.

c) Any member whose conduct is, in the opinion of a majority of the Executive
Committee, of injury or discredit to the Chamber may be expelled from the Chamber. Such a member may appeal against expulsion in person at the next Executive Committee Meeting of the Chamber. The final decision regarding the appeal rests with the President.

d) If the Committee so decides, then a party may be given the title of 'Associate Member'. There are no voting benefits attached to this class of membership and other membership benefits may not be included at the discretion of the Committee. Rarely, the Committee may invite persons to accept appointment as an Honorary Member of the Chamber in recognition of conspicuous service rendered by them to the Chamber or to the community. An Honorary Member will also have no voting powers and be subject to the Committee's discretion with regard to membership benefits. Both Associate and Honorary membership is free. Both these classes of membership together should comprise no more than 5% of the total membership of the Chamber.

6. OFFICERS, EXECUTIVE COMMITTEE AND HONORARY SOLICITOR

a) The Officers of the Chamber shall consist of the President, Vice-President (up to three), Executive Secretary, and Treasurer. There is also an Honorary Solicitor who is neither Officer nor part of the Executive Committee.

b) The management of the Chamber (except as otherwise provided in these Rules)
shall be under the control of an Executive Committee (hereafter called the
Committee) which shall consist of the Officers and not more than ten other
Committee Members.

c) The Committee shall have power to co-opt new Committee Members within the
numbers stated in Section 'b' if it thinks necessary. The Committee may also agree to pay honorariums or expenses to anyone undertaking Chamber business or formally employ parties to undertake work on behalf of the Chamber for an agreed
remuneration.

d) The Committee may appoint one or more members of the Chamber as a
subcommittee to have only such authority to commit the Chamber as the Executive
Committee shall authorise. The number of sub-committees shall be limited to five. There may be any number of defined 'working groups', but these have no powers to commit the Chamber.

e) The Committee, other than Officers, shall be elected for three years at the Annual General Meeting of the Chamber. Retiring members will be eligible for re-election.

f) All Officers will have a period of office lasting two years. At the end of a two year period they may stand for re-election. The Officers shall be elected annually at the Annual General Meeting of the Chamber. Officers may stand for re-election. The Committee will decide who should be chosen as the Chamber's Honorary Solicitor. The Honorary Solicitor will remain in place until six month's notice of stepping down is given either by the solicitor or the Committee.

g) All nominations for Officers and Committee Members shall be made in writing by a voting member of the Chamber with the prior consent of the nominees, seconded in writing by a voting member of the Chamber and sent to the Chamber Administrator to arrive not later than seven days before an Annual General Meeting of the Chamber.

h) In the event of a member of the Committee failing to attend four consecutive
meetings of the Full Committee without a satisfactory reason being given, the
Committee shall have the power to declare the post vacant.

i) The Chamber Administrator will undertake the routine, day-to-day work of the
Chamber and shall record all monies received and paid by him/her on behalf of the Chamber and shall pay all accounts approved by the Committee. He/she will draw up draft financial statements for the Treasurer who will prepare a Statement of Accounts made up to December 31st of the previous year for presentation to the members at the Annual General Meeting.

j) Application to the executive requires a minimum of 12 months as an ordinary
member and to have been an active chamber member, providing evidence of having the required skills and experience. A simple majority of the executive will then enable the nominee's name to be proposed for election at the AGM. Application to become an 'Officer' requires a minimum of two year's service on the executive committee. This may be waived if the committee member had served previously as a co-opted member of the executive.

7. MEETINGS

a) The Annual General Meeting of the Chamber shall be held before the end of March each year. The Committee shall present a Report of the working of the Chamber since the last Annual General Meeting. The Committee shall also present its Plan for the coming twelve months

b) The Committee may convene a general meeting of members whenever it deems it
to be necessary, in addition to the Annual General Meeting. These general meetings may also be referred to as business meetings.

c) The Committee may organise social occasions on the members' behalf.

d) Members shall receive no less than fourteen days notice of any general meeting. This notice may be given in any form of communication as set out in Section 2. Notice may be construed as notification of the date and venue of such meeting.

e) The President will chair all meetings. In his/her absence the Vice-President will preside. In his/her absence the Executive Secretary will preside. In any other circumstance the meeting shall elect the Chair to preside at that meeting.

f) Executive Committee meetings will not be quorate when less than four Committee members are present.

8. SUBSCRIPTIONS

The annual subscription of members shall become due and payable on January 1st
each year. For members who join after March 13 2002 and, who pay in accordance
with the tariff effective from that date, these subscriptions will be on a rolling basis, i.e. renewable on the anniversary of their joining. The amount to be subscribed shall be determined from time to time by the Committee. A member whose subscription remains outstanding after six months from the date of renewal shall be deemed not to be in good standing and their name shall be removed from the Roll of Members of the Chamber.

9. MEMBERS' VOTING POWERS

a) Members who are partnerships, companies or other incorporated bodies or
associations may appoint a representative to attend and vote at General Meetings on their behalf.

b) Each member of the Chamber shall have only one vote which may be exercised at
General Meetings of the Chamber by a show of hands of those present. It shall be
permissible before such a vote is taken for any member present to require the vote to be taken by ballot. When a ballot is taken two persons shall be appointed scrutineers by a majority of those members present. The scrutineers need not be members of the Chamber. The scrutineers shall count the ballot and report the result to the Chair who will declare the result to the meeting.

c) In the event of a tie, the Chair will have the casting vote.

10. NOTICES OF MOTION

Every member in good standing may submit a notice of motion in writing to the
Secretary not less than ten days prior to a general meeting of the Chamber, which motion shall be placed on the agenda for this meeting.

11. AMENDMENT OF CONSTITUTION

The first Constitution may be adopted by the Committee, but no alteration to this Constitution may be made except by a resolution passed by two-thirds of the members present and voting at the Annual General Meeting of the Chamber. Fourteen days notice in writing of any proposed alteration shall be given to all members.

12. DISSOLUTION

A motion to dissolve the Chamber for which due notice has been given may be passed at a general meeting of the Chamber by a majority of not less than 90% of those voting members present at the meeting. The number of voting members at such a meeting must exceed 40% of the voting membership. If passed, the dissolution motion shall be implemented as follows: the Treasurer will realise all assets belonging to the Chamber, settle all liabilities and produce a closing account to be presented at a general meeting called for this purpose. Any surplus remaining shall be distributed equally to all members in good standing. Upon completion in this manner the Chamber shall stand dissolved.

13. GENERAL PROCEDURES

a) The order of business for general meetings other than Annual General Meetings
shall be as specified in the agenda.

b) No business shall be transacted at general meetings unless it appears on the agenda. Matters not appearing on the agenda may be discussed under 'Any Other Business'at the discretion of the Chair of the meetings but such discussion shall not commit the Chamber. Formal motions must be proposed in writing to the Executive Secretary at least 10 days in advance of the general meeting.

c) The Chair has the responsibility of ensuring that all meetings are run to schedule and will routinely apply a 'guillotine' to ensure agenda timings are adhered to.

d) Motions will be proposed, seconded and voted upon by voting members only.

e) A motion of which notice has been given shall not be proceeded with in the
absence of the proposer unless he/she has authorised another member to move it in writing or unless in the opinion of the meeting the motion may be discussed and voted upon.

f) Any breach of procedures under this Constitution may be made by a member
raising a "point of order". The Chair's ruling shall stand unless a vote is called for in which case a majority of those present will decide the matter.

Brighton and Hove Chamber of Commerce
March 2005