UIA - Utilities Intermediaries Association

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About UIA

The idea of a trade association for third party intermediaries was first mentioned in the minutes of an energywatch seminar held to discuss energy purchasing for the Public Sector and SMEs.

It became clear that Tpis were viewed in a less than complimentary light and many horror stories were circulating in the industry regarding clients being dealt with in a cavalier manner. There were a group of Tpis who were sufficiently worried about the impact that this was having on their reputation that the UIA was formed.

The following Memorandum and Articles of Association were legally constructed and contain the main rules and procedures of the Company. This was necessary, as the UIA is a not for profit company limited by guarantee and requires all profits to be re-invested in the organisation.

REGISTRATION FEES



THE COMPANIES ACTS 1985 & 1989

COMPANY LIMITED BY GUARANTEE

MEMORANDUM OF ASSOCIATION

OF

UTILITIES INTERMEDIARIES ASSOCIATION


1.The name of the Company is "Utilities Intermediaries Association" (hereinafter referred to as "UIA").
2.The registered office of UIA is in England and Wales.
3.The objects for which UIA is established ("the Objects") are:
3.1.To promote and enhance the reputation of Third Party Intermediaries in the Energy Industry in the United Kingdom in order to give confidence to those who utilise their services;
3.2.To promote and develop the general interests of all Members in their relations with one another and with others in the Energy Industry;
3.3.To establish and maintain Codes of Practice between Members and their Clients, and Members and agents or principals who are not members, with the object that Full Membership of UIA be recognised as a guarantee of integrity, competence and a high standard of service;
3.4.To diffuse amongst Members information on relevant matters affecting the Energy Industry and to print, publish, issue and circulate such papers, periodicals, newsletters and circulars as may seem conducive to any of the Objects;
3.5.To establish, maintain and publish a register of Third Party Intermediaries operating in the Energy Industry who have met and who continue to meet the requirements and standards of UIA and who have agreed to adhere to the Codes of Practice of UIA;
3.6.On behalf of Members to liaise with and provide a means of redress for Members' Clients in the event that they are dissatisfied with the services supplied by Members;
3.7.To give on behalf of the Members to the legislature or any other public body or regulator seeking the views of persons engaged in the Energy Industry on matters which directly or indirectly affect such industry the views of the Members on such issues; and
3.8.To do all such things as may be deemed necessary or expedient to raise the prestige and status of the Members.
4.UIA has power to do anything within the law that may promote or may help to promote the Objects. In particular (but without limitation) UIA has the following powers:
4.1.to pay out of UIA's funds the costs, charges and expenses of and incidental to the formation and registration of UIA;
4.2.to acquire, take on lease or hire property of any kind, and any interests in or rights over property of any kind and to construct, maintain and alter buildings or erections;
4.3.to purchase or otherwise acquire plant and machinery including, without limitation, computer hardware and software, furniture, fixtures, fittings and all other effects of every description and to apply for registration of any patents, rights, copyrights, licences and the like;
4.4.to acquire the whole or any part of the business or assets of any person, firm, or company carrying on any activity in support of the Objects and to give any form of consideration in return for the business or assets;
4.5.to borrow and raise money in any manner; and to secure and guarantee by any means the repayment of any money borrowed, raised or owing, and the performance by UIA of any obligation or liability, by mortgage, charge, standard security, lien or other security upon the whole or any part of UIA's property or assets (whether present or future);
4.6.to invest and deal with the moneys of UIA not immediately required in any manner and to hold or otherwise deal with any investments made;
4.7.to take and accept any gift of money, property or other assets whether subject to any special trusts or not;
4.8.to sell, dispose of, let, mortgage, or charge any property of UIA and to grant licences, options, rights and privileges in respect of, or otherwise deal with, all or any part of the property and rights of UIA;
4.9.to make grants or loans of money and to give guarantees and indemnities on any terms; and to support and subscribe to any charitable or public object;
4.10.to draw, make, endorse discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts;
4.11.to promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of UIA, or of undertaking any business or operations which (in the opinion of the Directors) is likely to assist or benefit UIA; and to subscribe for or otherwise acquire all or any part of the shares or securities of any such company;
4.12.to act as agent or broker or trustee for any person, firm or company, and to undertake and perform any form of contract;
4.13.to reward any person, firm or company rendering services to UIA by cash payment or by any other means;
4.14.to engage and pay any person or person whether on a full-time or part-time basis or whether as consultant or employee to supervise organise, carry on the work of and advise UIA;
4.15.to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of the employees of UIA or of any subsidiary, holding company or fellow subsidiary of UIA and of their spouses, children and other relatives and dependants; and to lend money to any such employees or to trustees on their behalf to enable any such schemes to be established or maintained;
4.16.to pay out of UIA's funds premiums on insurance policies to cover the liability of the Directors which, by virtue of any rule of law, would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to UIA: provided that any such insurance or indemnity must not extend to any claim arising from criminal neglect or deliberate default on their part;
4.17.to amalgamate with or support any other company or undertaking whose objects may (in the opinion of the Directors of UIA) advantageously be combined with the Objects;
4.18.to sell or otherwise dispose of the whole or any part of the business or property of UIA, either together or in portions, and to accept anything of value in return;
4.19.to do all or any of the things or matters permitted by this Memorandum of Association in any part of the world, and as principal, agent, contractor or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others; and
4.20.to do all such other lawful things as shall further the attainment of the Objects or any of them Provided that UIA shall not support with its funds any object, or endeavour to impose on, or procure to be observed by its Members or others, any regulation, restriction, or condition which, if an object of the UIA, would make it a Trade Union.
5.The income and capital of UIA must be applied solely towards the promotion of the Objects. No part of the income or capital may be paid or transferred, directly or indirectly, to the Members, whether by way of dividend or bonus or in any other way that amounts to a distribution of profit or surplus. This does not prevent the payment of:
5.1.reasonable and proper remuneration to any officer, employee, or Member of UIA in return for any services provided to UIA;
5.2.interest on money lent to UIA by a Member or Director at a rate per annum not exceeding two percentage points less than the base lending rate for the time being of UIA's clearing bank or 3% whichever is the greater;
5.3.reasonable rent for property let to UIA;
5.4.expenses to any officer, employee or Member of UIA; or
5.5.premiums on the indemnity insurance referred to in clause 4.17.
6.The liability of the Members is limited.
7.If UIA is wound up while a person is a Member or within one year after that person ceases to be a Member, every Member will contribute such amount as may be required not exceeding 1 to the assets of UIA, for payment of UIA's debts and liabilities accrued before the Member ceases to be a Member, and of the costs and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
8.This clause applies on the winding up or dissolution of UIA. If there is any property of UIA remaining after all UIA's debts and liabilities have been paid or satisfied, it must not be paid or transferred to any or all of the Members of UIA. Instead it must be paid or transferred to one or more companies, organisations or institutions that exist for purposes similar to the Objects, each of which has restrictions in its constitution or governing instrument on the distribution of profits and surpluses that are as least as restrictive as those in this Memorandum of Association. The companies, organisations or institutions will be nominated by the Directors and approved by the Members at or before the winding up or dissolution. If the Directors are unable to identify any similar companies, organisations or institutions then they may pay or transfer the surplus to any charity or charities.
9.Expressions defined in the Articles of Association have the same meanings in this Memorandum of Association.


THE COMPANIES ACTS 1985 & 1989

COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION

OF

UTILITIES INTERMEDIARIES ASSOCIATION




INTERPRETATION
1.In these Articles: "the Act" means the Companies Act 1985 or any statutory re-enactment or modification of it; "AGM" means an annual General Meeting of UIA;

"Agent Member" means a person or an organisation who satisfies the criteria for agency membership as set out in Article 11;

"Ancillary Member" means an organisation which satisfies the criteria for ancillary membership as set out in Article 8;

"Associate Member" an organisation which satisfies the criteria for associate membership as set out in Article 2;

"Associate Supplier Member" an organisation which satisfies the criteria for associate membership as set out in Article 4;

"the Board" means the board of Directors of UIA;;

"clear days" in relation to a period of notice means that period excluding the day on which the notice is given or is deemed to have been given, and the day for which the notice is given or on which it is to take effect;

"Client" means a commercial or a consumer purchaser of a Member's goods or services; "Code of Practice" means the code or codes of practice of UIA as formulated by the Council from time to time;

"Completed" in respect of Article 2.4 means the process of:
a) sourcing a Client; and
b) agreeing a contract with that Client; and
c) servicing that contract; and
d) either that contract is still in place after twelve (12) months or more from its commencement date, or, the contract has expired during that period but has been renewed for a further period;

"Co-opted Member" means a person elected to the Council by reason of their specialist skills and/or knowledge in relation to a particular Council project;

"Council" means collectively the body of persons forming the council of UIA as set out in Article 51;

"Council Members" means individually the persons forming the Council;

"Director" means a director of UIA;

"DTI" means the Department of Trade and Industry;

"Electronic Communication" means the same as in the Electronic Communications Act 2000;

"Energy Industry" means the markets, goods and services which are encompassed under the responsibilities of "Ofgem" and such other fuel or fuels which are used for domestic, commercial, industrial or process purposes but which do not come within the ambit of Ofgem, including (but without limitation) gas, oil and heavy fuel oil;

"Full Member" means an organisation which satisfies the criteria for full membership as set out in Article 6;

"Full Energy Supplier Member" means an organisation which satisfies the criteria for full membership as set out in Article 5;

"Fuel Poverty" means where an individual or an organisation spends more than 10% of their disposable income on energy from the Energy Industry or such other definition as shall be issued by the DTI from time to time;

"Large Organisation" means an organisation that has a turnover of over 500,000

"Medium Organisation" an organisation that has a turnover of between 100,000 and 500,000

"Member" means, where the context admits, one or some or all of a Full Member, Associate Member, Associate Energy Supplier Member and Full Energy Supplier Member Ancillary Member or Agent Member of UIA except in articles 101 - 107; or

"Memorandum" means the memorandum of association of UIA;

"Objects" means the objects of UIA as set out in the Memorandum from time to time;

"Ofgem" means the Office of the Gas and Electricity Markets or such other organisation as shall replace the same from time to time;

Member Agent means an individual or an organisation who has dealings with a Third Party Intermediary;

"Satisfactory Client Care Policies and Procedures" means such policies and procedures which are clear in terms of how a Member deals with Client complaints and how the Member deals with Clients in Fuel Poverty;

"Secretary" means any person appointed to perform the duties of the Secretary of UIA;

"Small Organisation" means an organisation that processes less than 1 million therms of gas and / or 50 gigawatts of electricity or the equivalent over a period of 12 months or such other amounts as may be determined by the Council from time to time; has a turnover of less than 100,000

"Supplier Agent" means an individual or an organisation who receives commission from a supplier of energy within the Energy Industry;

"Third Party Intermediary" means a person, persons or organisation who trades between the supplier and the consumer in the sale and purchase of energy within the Energy Industry;

"UIA" means the Utilities Intermediaries Association; and expressions referring to writing include references to printing, fax, e-mail and other methods of representing or reproducing words in a visible form; unless the context otherwise requires, words or expressions contained in these Articles bear the meanings given to them in the Act; references in these Articles to 'he' or 'him' include male and female individuals and corporations.
QUALIFICATIONS FOR MEMBERSHIP
Associate Membership
2.Associate Members shall be those who have satisfied and/ or continue to satisfy the Board that:
2.1.the applicant has been for at least two (2) years and are currently in business as a Third Party Intermediary in the Energy Industry; or
2.2.the principal(s) involved in the applicant organisation have worked as Third Party intermediary/ies for another organisation in the Energy Industry for at least two (2) years; and
2.3.(save insofar as the Board shall, in the exercise of its discretion, otherwise decide) the applicant or their directors or principal shareholders or partners or any other person employed or concerned in the management of the business and each of them are respectable and honest businessmen none of who is an undischarged bankrupt or has made a composition with its creditors or has been an owner or a controlling director or a partner in a business which has failed to meet its liabilities or has been guilty, in the opinion of the Board, of conduct which renders the organisation unfit to be a Member;
2.4.the applicant has, in the opinion of the Board, successfully Completed at least three (3) contracts for Clients;
2.5.if employing others, the applicant can demonstrate effective methods of gaining and improving their knowledge of the Energy Industry and importing this knowledge to and training their staff; and
2.6.the applicant has a client base of at least five (5) Clients, however, this requirement is not absolute and consideration will be given to those organisations who choose to operate with fewer than five (5) Clients for business reasons.
3.Associate Members may not in any way use their membership of the UIA as a guarantee of integrity, competence or standard of service in respect of the services offered to Clients and suppliers by such Member and may not exhibit the logo of UIA on their business stationery.



Associate Energy Supplier Membership
4.Associate Supplier Membership shall be those who have satisfied and or continue to satisfy the Board that:
4.1.they hold a supply licence for gas and /or electricity issued by Ofgem: and
4.2.in all dealings supports the principles of the UIA: and
4.3.deals with members of the UIA fairly
Associate Energy Supply Members may not in any way use their membership of the UIA as a guarantee of integrity, competence or standard of service in respect of the services offered and may not exhibit the logo of the UIA on their business stationery.
Full Energy Supplier Membership
5.Full Energy Supplier Members shall be those who have satisfied and/or continue to satisfy the Board that:
5.1they hold a supply licence for gas and/or electricity issued by Ofgem: and
5.2they have agreed to adhere to the Energy Supplier Code of Practice
Full Energy Supplier Members may use their membership of the UIA as a guarantee of integrity, competence and standards of service in respect of the services offered to UIA Members and their Clients and may exhibit the logo of UIA on their business and promotional material.
Full Membership
6.Full Members shall be those who have satisfied and/ or continue to satisfy the Board that:
6.1.they have been an Associate Member for a period of time as recommended by the directors and confirmed by the Council (currently 6 months)
6.2.they can provide two (2) references from their Clients and one (1) reference from their suppliers evidencing the satisfaction of the relationships between the parties;
6.3.their financial position is satisfactory;
6.4.they have in place and operate Satisfactory Client Care Policies and Procedures; and
6.5.they have agreed to adhere to the Code of Practice.
7.Full Members may use their membership of UIA as a guarantee of integrity, competence and standard of service in respect of the services offered by such Member to Clients and suppliers. Full Members may inform their Clients and suppliers that they have agreed to adhere to the Code of Practice and may exhibit the logo of UIA on their business stationery.
Ancillary Members
8.Ancillary Members shall be those who have satisfied and/ or continue to satisfy the Board that: they are not a Third Party Intermediary but they are otherwise interested in the business of UIA.
9.Ancillary Members may not in any way use their membership of UIA as a guarantee of integrity, competence or standard of service in respect of the services offered to Clients and suppliers by such Member and may not exhibit the logo of UIA on their business stationery.
10.Ancillary Members may not become Full Members



Agent Members
11.Agent Members shall be those who have satisfied and/ or continue to satisfy the Board that:
11.1. they are either a Member Agent or a Supplier Agent; and.
11.2. they have agreed to adhere to the Code of Practice.
12. Agent Members may use their membership of UIA as a guarantee of integrity, competence and standard of service in respect of the services offered by such Agent to clients and suppliers Registered Member's Agents may inform their clients and suppliers that it has agreed to adhere to the Code of Practice and may exhibit the logo of UIA on their business stationery
13Every organisation who is admitted as a Member shall pay a registration fee. The amount of such registration fee shall be determined by the Board and shall depend on whether the organisation is a Small Organisation, a Medium Organisation or a Large Organisation.
14.The amount of the registration fee may at any time and from time to time be altered by the Board.
15.The Board may in its discretion waive the payment or reduce the amount of the registration fee in the case of an applicant whose membership shall have ceased under the provisions of Article 17 and in such case may impose such conditions for readmission to membership as it may deem appropriate.



SUBSCRIPTIONS
16Every Member shall pay an annual subscription of an amount to be determined each year by the Board following the presentation of its annual budget to the Council and the approval by the Council of the Board's recommendations.
17.All subscriptions shall be payable by reference to the year commencing on the date of the Member's application for membership and shall be due and payable in one sum or by such instalments on or after that date in each year as the Board may from time to time determine.
18.Any Member who shall fail to pay his subscription or any instalment thereof (or any fees payable therewith) within one (1) month of the due date for renewal shall cease to be a Member in accordance with the provisions of Article 24.2.



ADMISSION OF MEMBERS
19.UIA must keep a register of members as required by the Act. The Members are:
19.1.the subscribers to the Memorandum and Articles of Association; and
19.2.Organisations who apply for admission and who, are admitted as Members by the Board, and, (if stated in the application for membership) pay an registration fee. Every application for membership must be in one of the forms set out in Article 112 or another form approved by the Board. At the next meeting of the Board (or any committee of the Board established for the purposes of considering applications for admission) after the receipt of any application for membership, the application must be considered by the Board (or committee) who must decide whether to admit or reject the applicant. The Directors are not required to give reasons for their decision.
20.No person shall be admitted as a Member unless he is approved by the Directors. In the event of refusal of an application for membership referred to in Article 19.2 above, the applicant may appeal in accordance with Article 68 to the Council. If an application for Full Membership by an Associate Member is refused by the Board the applicant may also appeal to the Council in accordance with Article 70
21.All applications for membership shall include an undertaking by or on behalf of the applicant that in the event of such application being refused, no proceedings shall be instituted in any Court of Law arising out of any objections made to such applications by any person or body or by the Board unless and until notice of appeal shall have been given to the Council in accordance with Article 70 and the decision of the Council on such appeal shall have been notified to the parties or such appeal shall have been withdrawn or otherwise disposed of.
22.Every Member shall be deemed to have covenanted with UIA to comply with these Articles and the Code of Practice for the time being applicable to him.
23.Membership of UIA is not transferable.



RETIREMENT OF MEMBERS
24.A Member will cease to be a Member:
24.1.if he resigns by giving seven (7) clear days notice in writing to UIA;
24.2.in any case, if any subscription or registration fee due to UIA remains outstanding for more than one (1) month.



EXPULSION OF MEMBERS
25.The Board may if it thinks fit summarily terminate the membership of a Member in any of the following events:
25.1.If a Member being an individual or a partner in a firm which is a Member:
25.1.1has a receiving order in bankruptcy made against him or enters into a composition with his creditors; or
25.1.2cannot in the opinion of the Board meet his liabilities.
25.2.If a Member being a corporation:
25.2.1goes into liquidation or has a receiver or administrator appointed over its undertaking or any part thereof; or
25.2.2cannot in the opinion of the Board meet its liabilities; or
25.2.3enters into a composition with its creditors.
25.3.If a Member or a partner in a firm which is a Member or a director or officer of a Member which is a corporation fails to observe or contravenes any of the provisions of these Articles or any of the lawful rules or regulations or the Code of Practice for the time being in force or is guilty, in the opinion of the Board of Directors, of conduct which renders him or the firm or corporation of which he is a partner or director or officer unfit to continue as a Member.
25.4. If a Member ceases to fulfil all the conditions and qualifications for membership contained in these Articles.
25.5.If in the opinion of the Board any change has occurred in the status, nature or condition of a Member, or of a partner in a firm which is a Member or of a director or officer of a corporation which is a Member which renders him or such firm or corporation unfit to continue as a Member.
26.Any Member aggrieved by the termination or suspension of his membership imposed under the above provisions of this Article may appeal in accordance with Article 70 to the Council, and pending the determination of the appeal such termination or suspension shall not take effect.



CESSATION OF MEMBERSHIP
27.On the cessation of membership for any reason whatsoever the former Member shall not be entitled to recover any part of his registration fees or his subscription paid for the current year and he shall forthwith return to UIA any documentation confirming his membership and any prints, reprints or other replicas of the symbol of UIA which may have been issued to him and all property of UIA in his possession and shall forthwith cease to display in any form whatsoever the symbol of UIA or any reference to his membership thereof.



GENERAL MEETINGS
28.UIA shall hold a general meeting each year as its AGM. The Board shall choose the time and place of the AGM. All General meetings of the UIA other than AGMs are called Extraordinary General Meetings.
29.The Board may call a general meeting at any time; and must call a general meeting if it receives a requisition by the Members in accordance with the Act or a requisition by at least seven Council Members. Save for subsection 2 of section 368 of the Act, the procedures set out in that section shall also apply to requisitions by Council Members.
30.An AGM and a meeting called for the passing of a special resolution must be called by at least twenty-one (21) clear days' notice, and all other general meetings must be called by at least fourteen (14) clear days' notice. A meeting of UIA may be called by shorter notice if it is so agreed:
30.1.in the case of an AGM, by all the Members entitled to attend and vote at that meeting; and
30.2.in the case of any other meeting, by Members holding at least 95% of the total voting rights at that meeting of all the Members.
31.The notice must specify the place, date and time of the meeting, and the general nature of all items of the business to be transacted; and must, in the case of an AGM, specify the meeting as an AGM. The text of all special, extraordinary and elective resolutions to be proposed at the meeting must be set out in the notice.
32.Notice must be given to the Members, to the Directors, and to the auditors; but if anyone entitled to receive notice does not receive it, this does not invalidate the proceedings at the meeting if the failure to notify was accidental.



PROCEEDINGS AT GENERAL MEETINGS
33.A general meeting is not valid unless a quorum of Members is present throughout the meeting; the quorum is one half of the Members or two (2) Members (whichever is the greater) present in person or by proxy.
34.If a quorum is not present within half an hour after the time set for the meeting, the meeting is automatically adjourned to the same day in the next week, at the same time and place, or to another day, time and place decided by the Board.
35.The chairman of the Board will preside as chairman of every general meeting of UIA. If there is no chairman of the Board, or if he is not present within fifteen (15) minutes after the time appointed set for the meeting, or is unwilling to act, those Directors present at the meeting must elect one of themselves to be chairman of the meeting.
36.If at any general meeting no Director is willing to act as chairman, or if no Director is present within fifteen (15) minutes after the time set for the meeting, the Members present must choose one of themselves to be chairman of the meeting.
37.The chairman may adjourn the meeting with the consent of any quorate meeting (and must if required by a simple majority of the Members present at the meeting), but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. No notice is required of an adjourned meeting unless the meeting is adjourned for thirty (30) days or more, in which case notice must be given as in the case of the original meeting.
38.At any general meeting, a resolution put to the vote of the meeting will be decided on a show of hands unless a poll is demanded (before or on the declaration of the result of the show of hands). Subject to the Act, a poll may be demanded:
38.1.by the chairman; or
38.2.by at least two (2) Members present in person or by proxy; or
38.3.by any Member or Members present in person or by proxy and representing not less than ten per cent (10%) of the total voting rights of all the Members having the right to vote at the meeting.
39.Unless a poll is demanded, a declaration by the chairman that a resolution has been carried or lost on a show of hands, whether unanimously or by a particular majority, and an entry to that effect in the minutes, is conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.
40. The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The withdrawal of a demand for a poll does not invalidate the result of a show of hands declared before the demand for the poll is made.
41.Except as provided in Article 42, if a poll is demanded it may be taken in such manner as the chairman directs but the chairman has no authority in exercising this power to extend the poll to Members who are not present at the meeting in question. The result of the poll is deemed to be the resolution of the meeting at which the poll was demanded.
42.A poll demanded on the election of a chairman, or on a question of adjournment of a meeting, must be taken immediately. A poll demanded on any other question may be taken at such time as the chairman directs. If there is an interval before the time for closing the poll, the meeting may deal with any business other than the business being determined by poll.



VOTES OF MEMBERS
43.On a show of hands the Members present in person or by proxy or (being a corporation) present by a duly authorised representative or proxy shall have one vote and on a poll shall have the following votes:
43.1.Associate Members and Small Organisations that are Full Members shall have one (1) vote;
43.2.Medium Organisations that are Full Members shall have two (2) votes; and
43.3.Large Organisations that are full Members shall have three (3) votes.
43.4.Energy Supplier Members shall have 2 votes
44.Ancillary Members and Agent Members may attend general meetings of UIA but shall not be entitled to vote.
45.No Associate Member or Full Member shall be entitled to vote at any general meeting unless all monies presently payable by it to UIA pursuant to these Articles or any Rules made by the Board under Article 108 have been paid in full.
46.A resolution proposed at any general meeting will be approved if at least one half of the votes cast at the meeting are in favour of the resolution, except where the Act or these Articles prescribes a different majority.
47.No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.



PROXIES AND REPRESENTATIVES
48.A Member may appoint a proxy to attend general meetings in his place and to vote on a poll. The proxy form must be in writing in the form set out in Article 113 (one-way proxy form) or 114 (two-way proxy form) or as near to one of those forms as possible, and signed by the Member or by another person under a power of attorney granted by a Member. In the case of a Member which is a company, the proxy form must be in writing and signed by two directors or a director and the secretary of that company. A proxy need not be a Member of the Company.
49.The appointment of a proxy and any authority under which it is signed or a copy of that authority, certified by a solicitor or authenticated in such other way as the Board may require, must be received:
49.1.at the registered office of UIA, or at such other address within the United Kingdom specified for that purpose in the notice convening the meeting, or in any form of proxy sent out by UIA in relation to the meeting, or in any invitation contained in an Electronic Communication to appoint a proxy issued by UIA in relation to the meeting
49.2.not less than forty eight (48) hours before the time set for the meeting or adjourned meeting in question at which the person named in the appointment proposes to vote; or, in the case of a poll, not less than twenty four hours before the time appointed for the taking of the poll and if this Article is not complied with the proxy is invalid.
50.A vote given or poll demanded by a proxy for a Member, or by the authorised representative of a Member which is an organisation remains valid despite the previous revocation of the authority of proxy or representative unless notice of revocation was received by UIA at its registered office (or where the appointment of the proxy was contained in an Electronic Communication, at the address at which the appointment was duly received) before the start of the meeting or adjourned meeting in question.



COUNCIL
51.The Council shall consist of:
51.1.Two (2) representatives from among the Large Organisations who are Full Members; and
51.2.Two (2) representatives from among the Medium Organisations who are Full Members; and
51.3.Two (2) representatives from among the Small Organisations who are Full Members; and
51.4.One (1) representative from among Associate Energy Supplier Members; and
51.5.One (1) representative from among Full Energy Supplier Members; and
51.6.Three (3) Directors; and
51.7.Up to a maximum of three (3) Co-opted Members
52.The first Council Members shall be appointed by the Board and shall hold office until the AGM in the year 2007. At the AGM in the year 2007, the Council shall retire from office but the Members shall be entitled to reappoint the outgoing Council to hold office for a further three (3) years.
53.From the Annual General Meeting in the year 2007 all Members elected to the Council shall serve a fixed term of three (3) years (hereinafter called "The Term"). The Term of a Council Member shall continue notwithstanding the retirement or vacation from office of that Council Member and any new Council Member appointed to fill the casual vacancy so created shall be appointed for the remainder of The Term subject to the terms of Article 51 below.
54.A retiring Council Member shall be eligible for re-election provided that a Council Member shall retire from office at the AGM at which he has completed six (6) consecutive years as a Council Member and shall not be eligible for re-election to take effect prior to the next following AGM. For the purpose of determining whether six (6) consecutive years as a Council Member have been completed, a year shall mean that period between two (2) consecutive AGM's and, in relation to any year during which the Member ceases to be a Council Member, shall include part thereof.
55.The office of Council Member shall be vacated if a Council Member:
55.1.becomes bankrupt or compounds with his creditors; or
55.2.becomes of unsound mind; or
55.3.the firm or corporation by virtue of whom or which he is deemed to be a Member ceases to be a Member; or
55.4.ceases to fulfil the qualifications on which he was appointed; or
55.5.by notice to the Council resigns his office; or
55.6.by the Acts or any order made thereunder would, if he were a member of the Board, be prohibited from being a Council Member; or
55.7.if he is absent from three (3) consecutive meetings of the Council and Council resolves that his office be vacated.
56.If the office of a Council Member is vacated, his successor shall be elected by postal ballot. The ballot process shall be commenced within twenty eight (28) days, unless the election process will fall wholly or partly within three months of the end of The Term in respect of which the election is to take place, in which case no election shall take place unless the Council decides otherwise.
57.Upon the request signed by not less than six (6) Council Members for the removal of a Council Member from an office or offices appointed by Council, a Council meeting shall he held within twenty eight days thereafter and if supported by not less than seventy five per cent of Council Members entitled to vote, the office(s) shall be vacated forthwith.
58.Postal ballots shall be held in such manner as the Board shall from time to time determine. Elections by ballot (other than to fill a casual vacancy) shall take effect at the conclusion of the Annual General Meeting in each year.
59.At the first meeting of the Council after the Annual General Meeting in each year the Council shall from amongst its own number elect a chairman and vice chairman to hold office until their successors are elected in the following year, and the Council shall fill any casual vacancies in those offices.
60.The Council shall exercise any powers and discretion vested in them by these Articles and such other powers as shall be delegated to them by the Board
61.A Council meeting is not valid unless a quorum is present throughout the meeting. The quorum is six (6) Council Members of which at least two (2) must be Directors."
62.The chairman will preside at every Council meeting. If at any Council meeting the chairman is not present within fifteen (15) minutes after the time set for the start of the meeting, the Council Members present must choose one of their number to be chairman of the meeting. In the case of an equality of votes on any question the chairman has a second or casting vote
63.Every Council Member has one (1) vote at every meeting of the Council. A resolution proposed at any meeting of the Council will be approved if at least one half of the votes cast at the meeting are in favour of the resolution, except where these Articles prescribe a different majority.
64.A Council Member may call a meeting at any time but on reasonable notice and a meeting must be called if such a request is made by a Director. The Board may convene and regulate its meetings as it thinks fit.
65.The Council Members or the members of any committee appointed by the Council shall be entitled to be repaid by UIA all such reasonable travelling (including hotel and incidental) expenses as they may incur in attending and returning from meetings of the Council.



CODE OF PRACTICE
66.The Council shall prepare the Code of Practice which it considers to be suitable for regulating the conduct of Members.
67.Upon any such Code of Practice being approved by the Council, it shall be sent to the Members and shall thereupon become binding upon them.
68.The Council may, in its discretion, approve any addition to, or modification of, any Code of Practice for the time being in force. Any such addition or modification approved by the Council shall be sent to the Members and shall thereupon become binding upon them.
69.The Council shall exercise all of the powers of the Board in the regulation, administration or enforcement the Code of Practice. The Code of Practice shall be reviewed annually and such review shall be overseen by the Council.



APPEALS
70.Any person wishing to appeal against any decision in accordance with the appeal provisions of the Articles shall, within fourteen (14) days after notification to him of the decision appealed against, give notice of appeal in writing to the Secretary. Such notice shall set out in full the grounds of appeal and, if new evidence is to be relied upon, such evidence shall be referred to within the said notice. Appeals arising under these Articles shall be decided on by the Council.
71.The Secretary shall give the appellant and the body whose decision is appealed against not less than fourteen (14) days' notice of the time and place of meeting of the Council, and shall in such notice inform the appellant that he may attend and make representations to the Council. Representatives of the body whose decision is appealed against and such other persons as the Council may agree may also attend the meeting of the Council to make representations. Throughout an appeal the Council shall abide by the principles of natural justice.
72.The appellant shall provide details of any evidence upon which he intends to rely in good time before the hearing of his appeal in accordance with any requirements set down from time to time by the Council.
73.The Council shall, after hearing such representations as may be made to it, determine the appeal by exercising the powers of the body whose decision is appealed against in such manner as in its discretion it thinks fit which shall include the power to remit a case to the body whose decision is appealed, and shall notify the parties in writing of its decision.
74.The Council shall have power to provide for any registration or subscription fees paid by the appellant to be repaid to him wholly or in part.
75.The Council shall regulate its proceedings as it shall from time to time determine with a view to dealing with all appeals promptly and judicially. DIRECTORS
76.Subject to the provisions of the Act, the Memorandum of Association and these Articles, the business of UIA shall be managed by the Board who may exercise all the powers of UIA. No alteration of the Memorandum of Association or of these Articles and no such direction shall invalidate any prior acts of the Directors which would have been valid if that alteration had not been made or that direction had not been given.
77.The first Directors are those named in the statement submitted to the registrar of companies on incorporation of UIA.
78.Unless otherwise determined by ordinary resolution, the maximum number of Directors is 5. The minimum number of Directors is one.
79.The Board may delegate any of its powers to a committee or committees consisting of one or more Directors. It may also delegate to any managing director or any Director holding any other executive office such of its powers as it considers desirable to be exercised by him. Any such delegation may be made with such conditions as the Board may impose, and either collaterally or with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more Directors shall be governed by such of these Articles regulating the proceedings of the Board insofar as they are capable of applying. A committee has the power, unless the Board directs otherwise, to appoint as a member of the committee for any specific purpose a person who is not a Director.
80.The Directors are not subject to retirement by rotation.
81.UIA may by ordinary resolution appoint a person who is willing to act as a Director either to fill a vacancy or as an additional Director.
82.The Directors may appoint a person who is willing to act either to fill a vacancy or as an additional Director. A Director so appointed shall hold office only until the next AGM . If not reappointed at such AGM, the Director in question shall vacate office at the conclusion thereof.
83.If and so long as the minimum number of Directors specified under these Articles is one a sole Director may exercise all the powers conferred on the Directors by the Articles, and shall do so by written resolution under his hand.
84.A Director may participate in a meeting of the Directors or a committee of Directors of which he is a member by means of a telephone conference or similar communicating equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.
85.Subject to disclosure in accordance with section 317 of the Act, a Director shall be entitled to vote at a meeting of Directors or of a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of UIA.
86.A Director will cease to be a Director:
86.1.if he resigns his directorship by giving notice to UIA;
86.2.upon death, or if he becomes bankrupt or makes any arrangement with his creditors, or becomes of unsound mind, or is convicted of an indictable offence for which he is sentenced to a term of imprisonment;
86.3.if he is removed by a simple majority of the Members following the procedure laid down in Section 303 of the Act; or
86.4.if he is disqualified under the Company Directors Disqualification Act 1986 or otherwise.
87.Any director (other than an alternate Director) may appoint any other director, or any person approved by resolution of the Board and willing to act, to be an Alternate Director and may remove from office an alternate Director appointed by him.
88.An alternate Director is entitled to receive notice of Board meetings and of all meetings of committees of which his appointer is a member, to attend and vote at any such meeting at which his appointer is not personally present, and generally to perform all the functions of his appointer as Director in his absence; but an alternate Director is not entitled to receive any remuneration from UIA for his services as alternate Director.
89.An alternate Director will cease to be an alternate Director if his appointer ceases to be a Director.
90.Any appointment or removal of a Director or an alternate Director shall be by notice to UIA signed by the Director making or revoking the appointment or in any other manner approved by the Board.
91.Unless otherwise provided in these Articles or in any rules made pursuant to Article 108, an alternate Director is deemed for all purposes to be a Director and is solely responsible for his own acts and defaults and he is not the agent of the Director appointing him.
92.The Board has control over all the affairs and property of UIA, and may exercise all the powers of UIA, except as otherwise provided by the Memorandum of Association and these Articles, or by any Rules made pursuant to Article 108. Every Director has one (1) vote at a Board meeting.
93.A Director may call a Board meeting at any time and the Secretary must call a Board meeting if requested to do so by a Director. The Board may convene and regulate its meetings as it thinks fit. Questions arising at any Board meeting will be decided by a majority of votes.
94.A Board meeting is not valid unless a quorum is present throughout the meeting. The quorum is one (1) Director if there is a sole Director in office, but otherwise is one half of the Directors then holding office or two Directors (whichever is the greater).
95.The Chairman of the Board will preside at every Board meeting. If at any Board meeting the Chairman is not present within fifteen (15) minutes after the time set for the start of the meeting, the Directors present must choose one of their number to be Chairman of the meeting. In the case of an equality of votes on any question the Chairman has a second or casting vote.
96.A technical defect in the appointment of a Director does not invalidate a decision taken at a Board meeting if the Directors present were not aware of the defect at the time of the meeting.



BENEFITS TO DIRECTORS
97.The Directors are entitled to receive such remuneration, expenses, and other benefits as the Board determines.
98.Subject to the provisions of the Act, and provided that he has disclosed to the Board the nature and extent of any material interest of his, a Director may:
98.1.be a party to, or otherwise interested in, any transaction or arrangement with UIA, or in which UIA is otherwise interested;
98.2.may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any organisation in which UIA has an interest; and
98.3.is not accountable to UIA for any benefit which he derives from any circumstance described in Articles 98.1 or 98.2 and no transaction or arrangement described in those Articles is voidable because of any Director's interest of benefit. For the purposes of this Article, a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.



SECRETARY
99.UIA must have a Secretary who will be appointed by the Board on whatever terms the Board thinks fit. If there is no Secretary capable of acting, anything required or authorised to be done by or to the Secretary may be done by any Director authorised generally, or specially for that purpose, by the Board.



SEAL
100.UIA is not required to have a common seal. If UIA has a common seal, it may only be used by the authority of the Board. Every document bearing an impression of the common seal must be signed by a Director, and countersigned by the Secretary or by a second Director.



NOTICES, MEETINGS AND RESOLUTIONS
101.The following Articles 101 to 107 apply to meetings and resolutions of, and notices given to, the Board, committees of the Board, the Council, committees of the Council and UIA in general meeting; and "member" means a Director, Council Member, committee member or a Member in general meeting as the context requires.
102.Any notice to be given under these Articles must be in writing or be given by Electronic Communication. UIA may give any notice to a member by handing it to him personally, or by sending it by post (airmail in the case of overseas members who have given no address for service within the United Kingdom) in a prepaid envelope addressed to the member at the address shown in UIA's register of members, or by leaving it at that address, or by giving it using Electronic Communication to any address given to UIA by the member.
103. A member present in person at any meeting is taken to have received notice of the meeting and, where necessary, of the purposes for which it was called.
104. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given to a postal address. Proof that a notice contained in an Electronic Communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice is deemed to be given at the expiration of 48 hours after it was handed to the member, posted or sent by Electronic Communication.
105.Subject to the provisions of the Act (and in particular in the case of a resolution of the members, to any requirement to submit the proposed resolution to the auditors), a resolution in writing signed by all the members entitled to attend and vote at a meeting is as valid and effective as if it had been passed at a meeting properly convened and held. Any resolution in writing may consist of two or more documents in similar form, each signed by one or more members. Digital signatures and faxed signatures will suffice for the purpose of this Article.
106.Subject to any provisions of the Act requiring a meeting to be held physically, a member entitled to attend and vote at a meeting may participate by means of a telephone conference or other facility enabling all people participating in the meeting to communicate interactively and simultaneously with each other; and participation in a meeting in this manner is taken to be presence in person at the meeting.
107.The Secretary or a Director must take minutes of proceedings at all meetings, and the minutes must be authenticated and kept in accordance with the requirements of the Act.



RULES
108.The Board may make and amend rules for any purposes required from time to time for the effective operation of UIA or the furtherance of the Objects, including, but without limitation:
108.1.the levying of annual subscriptions or membership fees;
108.2. admission and removal of Members;
108.3.provisions relating to different classes of Members; and
108.4.procedures for meetings of the Board and the Council and any committees deriving from the same provided that if there is a conflict between the terms of these Articles or the Memorandum of Association and any rules established under this Article, the terms of the Memorandum and Articles will prevail.
109.A Member is bound by the terms of rules made or amended in accordance with these Articles even if he has not received notice of the rules or the alteration.



INDEMNITY
110.Subject to the Act, but without affecting any indemnity to which he may otherwise be entitled, every Director and every officer of the Company, will be indemnified out of the assets of UIA against any liability incurred by him in defending any proceedings, whether civil or criminal, alleging liability for negligence, default, breach of duty or breach of trust in relation to the affairs of UIA, and in which judgment is given in his favour, or in which he is acquitted, or in connection with any application in which relief is granted to him by the Court.
111.Subject to the Act, UIA may purchase and maintain for any Director or for any officer of UIA, insurance cover against any liability which may attach to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to UIA, and against all costs, charges, losses, expenses and liabilities incurred by him and for which he is entitled to be indemnified by the Company under Article 110.