Catalogue Exchange Constitution

Introduction
1. The name of the organisation is the "Catalogue Exchange" (also known as "CatEx").
2. CatEx is an independent, not-for-profit trade body supporting businesses in the catalogue and online retail community.

Objectives
3. CatEx shall have the following aims and objectives - 

   a. To promote and facilitate sharing of best practice, knowledge and data. 
   b. To ensure that our voice is heard on all key issues at a national level.  
   c. To provide networking opportunities via interactive member forums on our website, as well as live events. 
   d. To offer education in the basics of direct, catalogue and accountable online marketing. 
   e. To negotiate joint-buying opportunities for CatEx member companies. These  make big company pricing available to the smallest of member businesses.
 
Secretariat
4. The Catalogue Exchange's affairs will be managed by CatEx Management Ltd – a company formed specifically to do so. CatEx Management Ltd will manage the development of the trade body – in terms of member recruitment, PR and communication, event development, marketing and staging events, sponsorship sales, website development & maintenance.

Finance of the Catalogue Exchange
5. The agreement between the Catalogue Exchange and CatEx Management Ltd, should be subject to a service agreement approved by the board.
6. The financial year of the Catalogue Exchange shall be from 1st November to October 31st.
7. All members of CatEx shall pay an annual membership fee, as approved by the Advisory Board.
8. Changes to the price of annual membership will be approved by the Advisory Board and CatEx Management Ltd before implemented.

Meetings of the CatEx Advisory Board 
9. The Advisory Board of CatEx shall hold three formal meetings per year.
10. The Chairman may at any time require the Secretariat to call a general meeting of the Advisory Board. In calling such a meeting the Secretariat shall give not less than 21 days notice to members.

Advisory Board Guidelines
11. The affairs of CatEx shall be led by the elected members of the Advisory Board.
12. The Advisory Board’s role is to agree policy and drive the development of new and existing services for members.
13. The Advisory Board will meet three times a year to review the focus, aims and objectives of the organisation and to assist in the formulation of policy.
14. The Advisory Board will consist of:

               a. The President 
               b. Eight members representing client-side companies.
               c. Four members representing supplier-side companies.

15. Members will be elected to the board as representatives of member companies and will serve for a period of two years. At the end of their two year term members can put themselves forward for re-election.
16. The maximum number of terms a board member can serve is three.
17. A Board Member’s term of office would come to an end should they no longer be employed by the member company.
18. Should a Board Member have to step down because of their own position or that of their company, the Advisory Board reserves the right to co-opt them onto the board until the next annual election takes place.
19. The President is an ex officio member. Their position will be confirmed annually by the board.

Chairperson and Deputy Chairperson
20. The Advisory Board will be responsible for the election of the Chair and Deputy Chair of the Advisory Board.
21. The Chair and Deputy Chair will serve a term of two years.
22. The Chair and Deputy Chair must represent client-side companies.
23. If the Chair stands down, or resigns from their post, the Deputy Chair will take on the role of Chair.
24. If the Deputy Chair takes on the role of Chair, the Advisory Board will have the power to elect a replacement Deputy Chair.

Role of Advisory Board members
25. The specific responsibilities of Advisory Board members are:

     a. To set strategy for the future of CatEx.
     b. To manage the organisation’s finances and to participate in the setting of annual  budgets. 
     c. To provide ideas for events, initiatives and future developments.
     d. To attend meetings, as required, throughout the year.
     e. To support CatEx events throughout the year.
     f. To contribute one article per year for the CatEx page within the Catalogue
e-business magazine. 
     g. To provide comments and views to the media and other organisations, on behalf of the Catalogue Exchange. 
     h. To provide ongoing support to other members, as required. 
     i. To contribute to the growth of CatEx.
     j. To assist CatEx Management Ltd wherever possible in the promotion of membership and the recruitment of new members.
     k. To participate in the planning of Catalogue Exchange events by submitting ideas for topics, speakers or sessions which are likely to be of interest to the membership as a whole.

Advisory Board Elections
26. An election will be called on an annual basis to elect replacements for members of the board who are retiring or at the end of their term.
27. Individuals from member companies may put themselves forward for election or nominate others to stand.
28. All those standing for election are asked to provide manifestos and personal biographies.
29. All candidates will be provided with an outline of the role and duties of the Advisory Board, prior to election.
29. An election timetable, outlining nomination and voting deadlines, will be drafted by CatEx Management Ltd and approved by the Chair, prior to publication.

Advisory Board Election Voting
30. Manifestos and candidate information will be distributed by email to CatEx members and displayed prominently on the CatEx website prior to, and during, the entire election process.
31. Voting forms will be distributed to CatEx member companies and displayed on the CatEx website.
32. Each member company is permitted to cast one vote, per vacancy.

Revision of the Constitution, the name, aims and activities of CatEx
33. This constitution may be amended by the Advisory Board, providing 9 of the 13 members vote in favour of amendments to which prior notice has been given.
34. The name, aim and activities of the Catalogue Exchange can be amended at any time, subject to board approval.