Constitution

SoBRA operates in accordance with the procedures and policies set out in our constitution (below) and the following supplementary governing documents:

Constitution

This constitution was adopted on 17 December 2013.

1. NAME

The name of the Society is the Society of Brownfield Risk Assessment (hereafter called “SoBRA”).

2. MEMBERSHIP

Membership of the Society is open to any person with an interest in land contamination including consultant, contractor, laboratory, regulator, insurer, scholar, financier and developer of land working in the UK.

3. AIMS AND OBJECTIVES

The core objectives of the society are:

To support technical excellence in the assessment, estimation & evaluation of risks and associated uncertainties from land affected by contaminants;
To encourage best practice in the practical applications of risk assessment to support decisions regarding the appropriate management of land contamination;
To facilitate and widen access to the dissemination of knowledge regarding risk assessment;
To form relationships and work in a constructive manner with other organisations and professional bodies involved in land contamination and remediation, as well as the environmental sciences in general;
To assist in the development of future guidance, either through coordinated responses to consultation documents or by providing direct input to guidance;
To identify areas of future research that would benefit the assessment of land contamination; and
To co-ordinate and encourage such research and where appropriate identify funding/funding partnerships to support it.

4. EXECUTIVE COMMITTEE

The business of SoBRA shall be managed by an Executive Committee comprising of 10 individuals elected by the members of the Society at the AGM. The Executive Committee and the Society can make nominations and a ballot will be held if more nominations are made to fill vacancies.
The Executive Committee will consist of the Office Bearers (Chairperson, Vice Chairperson, Secretary, Treasurer, Newsletter Editor) and at least 5 other ordinary members. The office bearer will be elected by the members of the Executive Committee.
Each year three members of the committee will stand down giving three places available for election. The current Vice Chair will not be required to stand down as they will automatically become the next Chair at the end of the election period. The three retiring members of the Committee will normally be selected on the basis of length of service but the Committee has the authority to select those that will stand down at the end of their term.
The immediate past Chairperson shall be an ex-officio member of the Executive Committee but will not have voting rights.
The Executive Committee may co-opt any member to fill a vacancy occurring between AGMs. The co-opted members shall retire at each AGM but shall be eligible for election.
The Executive Committee shall have the power to appoint sub-groups where appropriate. The sub-groups should report progress at the Executive Committee meetings. The sub-group shall not commit the Society to any expenditure unless first approved by the Executive Committee.
Any Executive Committee member who misses three consecutive Committee meetings, having been informed of those meetings and who has not notified the Committee in advance of their proposed absence, will automatically cease to be a member of the Committee.
The Executive Committee shall have the power to invite representatives of organisations or individuals to attend Executive Committee meetings as observers but such observers will not have any voting rights. The Executive Committee shall have the power to withdraw any such invitation at any time.

5. DUTIES OF THE EXECUTIVE COMMITTEE

The responsibilities of the Executive Committee shall be as described below:

To represent the views of the Society at Executive Committee meetings.
To communicate with members of the Society, including regular Society meetings.
To promote and progress the activities and objectives of the Society.
To publish or distribute information.
To ensure that any revenue raised is used in accordance with the aims and the objectives of the Society.
To set aside funds for special purposes or as reserves against future expenditure.
To take out insurance policies to protect SoBRA where required.
To enter into contracts with others, such as training providers, offering services to SoBRA Members, as appropriate.
To manage the costs of running SoBRA.
To do anything else within the law which promotes the aims of SoBRA.

6. EXECUTIVE COMMITTEE MEETINGS

The Executive Committee shall meet as frequently as may be found necessary, but usually not less than 4 times per year, and at any time on request of the Chairperson.
Seven days notice must be given before an Executive Committee meeting.
The meeting will be declared quorate if 4 no. Executive Committee members, at least two of whom are office bearers, are in attendance.
With the exception of the past Chairperson each member of the Executive Committee shall have one vote and resolutions shall be passed by a simple majority vote of those present. The Chairperson shall have both a deliberative and casting vote. The Chairperson’s casting vote shall be used only in the event of a tie.
A minute taker will be appointed at the start of each committee meeting who shall make a brief record (minutes) of the discussion and decisions taken at the meeting. Minutes shall be made available for inspection by any member on request to the Secretary.

7. ANNUAL GENERAL MEETING

The Annual General Meeting (AGM) of SoBRA shall be held in the month of December each year to receive the reports of the Executive Committee, to elect new Executive Committee members (where necessary), to appoint the auditor and to deal with any other competent business. All members are entitled to attend any AGM.

The following business will be conducted at the AGM:

Receive the accounts of SoBRA and report from the Treasurer for the previous financial year.
Approve the accounts.
Appoint an independent examiner or auditor for SoBRA for the year ahead.
Receive the report of the Chairperson on SoBRAs’ activities since the previous AGM.
Announce the results of the Executive Committee elections (where the number of nominations received exceeded available places). The Secretary shall make a brief record (minutes) of the discussion and decisions taken at each AGM. Minutes shall be available on SoBRA website. Minutes shall be made available for inspection by any member on request to the Secretary.

8. EXTRAORDINARY GENERAL MEETING

The Executive Committee or 5% of the Society members shall have the power to call an Extraordinary General Meeting giving at least 14 days notice and including a formal agenda. Again, voting shall be on the basis of one vote per member present at the meeting and the quorum shall consist of 10%.

9. FINANCE

In order to support SoBRA’s activities and overall aims, the Society requires a system to manage its finances which is secure, transparent and accountable. To achieve this, the following general arrangements must be in place:

SoBRA must have a member-elected Treasurer who sits on the Society’s Executive and is responsible for day to day management of SoBRA’s finances and maintaining of appropriate policies.
SoBRA’s executive will have a responsibility to aid the Treasurer in the smooth running of the financial aspects of the Society by adhering to the requirements of the Society’s financial policies.
SoBRA must have a robust and accountable system for the recording and management of financial transactions which will allow both the Executive and the general membership to beware of the financial status of the Society. This should include reporting of annual accounts at the AGM together with a system of auditing.

The detailed rules and procedures which allow SoBRA to meet the requirements of point 3 should be documented in a separate Financial Procedures report. This report should be drafted by the Society’s Treasurer and approved by the Executive, then made available to the general membership.

A stand alone Financial Procedures document is necessary to allow more technical details to be given and procedures updated, as and when required, without triggering the need to change the constitution. It should be noted, however, that any changes to the Financial Procedures report will require Executive approval and the new document made available to the membership.

10. AMENDMENTS

This Constitution may be amended at an AGM or at an EGM convened for the purpose by two-thirds majority of the votes cast, but:

The members must be given 21 clear days’ notice of the proposed amendments.
No amendment is valid if it would make a fundamental change to the aims and objectives of SoBRA.

11. NOTICES

Notices under this Constitution may be sent by hand, by post, by suitable electronic means or in any newsletter distributed by SoBRA.

12. DISSOLUTION

SoBRA may be dissolved by a resolution presented at an EGM called for this purpose. The resolution must have the assent of two-thirds of those present and voting. Such resolution may give instructions for the disposal of any assets remaining after satisfying any outstanding debts and liabilities.

The net assets shall not be distributed among the members of SoBRA but will be given to some other body with aims and objectives aligned to those of SoBRA as decided by the Executive Committee.