Articles of Association

Article 1 - Name
The name of the organisation shall be "The Aastra Enterprise User Group (formally the Ericsson MD110 User Group) of the United Kingdom" (hereinafter referred to "the User Group" or "the Group").

Article 2 - Scope
2.1 The User Group shall concern itself primarily
with Aastra Enterprise Communication Systems (formally Ericsson Enterprise Communication Systems), as installed in the United Kingdom, but may extend its interest, where expedient, to Communication Systems or their derivatives used overseas.
2.2 The User Group's capacity shall be purely advisory and the Group shall have no binding authority over its membership except in regard to mutual confidentiality, it being agreed that Members shall not seek information or discuss matters relating directly to the business organisation or financial aspects of other Members.

Article 3 - Objectives
3.1 The prime objective of the User Group is to advance the effective use of Aastra (formally Ericsson) Enterprise Communications Systems for the benefit of its Members and to achieve this by a policy of helpfulness and co-operation between Members and Aastra UK Ltd.
3.2 In addition, the User Group may take such action and promote or support such measures as are thought desirable in the interests of users of Aastra (formally Ericsson) Enterprise solutions generally and of the Members of the Group in particular.
3.3 The group shall provide a forum:
to exchange information, views and experiences between Members, relevant to the installation, use, operation, maintenance and development of Aastra (formally Ericsson) Enterprise Communication Systems.
to define problem areas and faults of either hardware or software or peripheral equipment on the existing Systems with a view to their elimination.
to co-ordinate the needs of Members for hardware and software System improvements.
to co-ordinate procedures designed to monitor and improve maintenance support for hardware and software.
to promote the improvement of user education and training.
to take up as a User Group, or (with the agreement of the Member) on the behalf of a Member, matters relating to all or individual Aastra (formally Ericsson) Enterprise solutions installed in the United Kingdom.
to make representation to appropriate bodies concerning matters relating to conditions of installation and/or operation and/or maintenance of the Aastra (formall Ericsson) Enterprise Systems whether these requirements cover technical or financial or regulatory aspects.

3.4 The User Group may issue advice and information either verbally or in writing concerned with many aspects of the Aastra (formallyEricsson) Enterprise Solutions. The information relayed may be obtained from sources within or outside the Group. In carrying out its activities, the Group and individual Members shall take reasonable care concerning the accuracy of information passed in good faith but shall not be liable for any error or omission howsoever arising.
3.5 The User Group may subscribe to and or affiliate with any other Association, Society or Body at home or overseas, should such be deemed expedient for the general benefit of the Members.
3.6 The User Group shall, where appropriate, communicate the views and requirements of the Members to the vendor, any PTO, or any Government Department, statutory enquiry or other interested body by letter, deputation or other appropriate means.
3.7 The Group shall not normally allow Press Representatives at its meetings nor make Press Statements.

Article 4 - Membership

4.1 Membership Qualification

4.1.1 Organisations who use an Aastra Communications Systems in the course of their business, except those covered by article 4.1.2, are eligible only for Ordinary membership of the Group, such organisations to be known as “Ordinary Members”.
4.1.2 Organisations involved in the sale, maintenance, service, installation or other trade related to Aastra Enterprise Products and Services, are eligible for membership of the Group, and to be known as “Affiliate Members” or “Associate members”. Affiliate and Associate members shall be entitled to attend all meetings. Please note that Aastra Day is now organized as a separate event; the User Group has no direct involvement in the organization of Aastra Day. Associate members shall be entitled to present at a minimum of one meeting per year.
4.1.3 The Executive Committee reserves the right (in its absolute discretion) to qualify organisations in either class of membership,

4.2 New Members

4.2.1 Membership may be obtained by a Company or other Organisation that satisfies the criteria for membership in Article 4.1.1 or 4.1.2 above. A request for membership shall be taken as a completed Application Form (does this application form still exist and do we have a copy?) together with an appropriate remittance as a Membership Fee, submitted to the Membership Secretary for consideration. Membership will not be unreasonably withheld or withdrawn but ultimately the Executive Committee's decision is final.
4.2.2 Membership is confirmed in writing by the Membership Secretary after which the Member may, subject to Article 4.3, make full use of the User Group services.
4.2.3 Members shall appoint one employee of appropriate status to represent them in all matters concerning the User Group; this nominee may appoint a proxy from within the Company's Organisation to attend meetings of the Group.
4.2.4 The Ordinary Members are entitled to one vote at formal meetings of the Group.
4.2.5 In seeking and accepting Membership, a Company/Organisation agrees to be bound by the rules of the User Group and to support the Group in furtherance of its Objectives.
4.2.6 Multiple membership requested by an organisation will be assessed individually by the Executive Committee for acceptance.

4.3 Membership Classes

4.3.1 Ordinary Members are seen as full members of the Group, and are able to exercise all rights and privileges afforded by the articles of association.
4.3.2 Affiliate Members and Associate Members are not eligible to attend closed sessions at meetings of the Group, nor vote on any resolution put forward at formal meetings of the Group.
4.3.3 The Executive Committee and/or the Ordinary Members in General Meeting shall have the power to grant Honorary Membership to persons from Organisations not normally eligible for membership but with specialised knowledge or status.

4.4 Cessation of Membership

4.4.1 A Member may resign at any time by written notice to the Membership Secretary. No refund of subscription already paid to be made.
4.4.2 A Member falling twelve months into arrears of payment of subscription or meeting levy shall be deemed to have resigned.
4.4.3 A Member shall be deemed to have resigned on ceasing to be a user of Aastra Enterprise Product and Services or on being subject to a business amalgamation with another existing Member.
4.4.4 The Ordinary Members in General Meeting shall have the power to determine by resolution that a Company/Organization’s membership shall cease.
4.4.5 Any company/organisation with lapsed membership will only be accepted back into the Group upon the payment of annual membership fee and at the discretion of the Executive Committee.

4.5 Non-Members and Confidentiality

4.5.1 Information derived from meetings/discussions of the User Group shall not normally be made available to any organisation not being a member or in some way affiliated with the Group (unless approved by the Executive Committee).
4.5.2 In once being a Member and then resigning from the User Group, the ex-Member shall still be deemed to be bound by Article 4.5.1.

4.6 Additional Representatives

4.6.1 In addition to the primary representative of a Member and/or his appointed proxy, a Member may send additional representatives to the periodic meetings of the User group, at the discretion of the Executive Committee.
4.6.2 Additional representatives are welcome to participate fully in the business of the periodic meetings, other than any matter requiring a formal vote.
4.6.4 Additional representatives shall also be allowed to attend a General Meeting but may only do so with the permission of the Executive Committee at such a General Meeting; the additional representative will have no vote.

Article 5 - Management Structure
5.1 The User Group shall be managed by an Executive Committee consisting of a minimum of five Officers (elected from the Ordinary Members) and a number of other Ordinary Members.
5.2 The User Group may appoint other Committees or Sub-Committees with such Terms of Reference as the Group or the Executive Committee think fit.
5.3 An Auditor, who shall not be a Member of the Executive Committee, shall be appointed each year.
5.4 Election of Executive Committee
       5.4.1 At the end of each year, elected and co-opted Members of the Executive Committee shall resign their positions, but shall be eligible to stand for re-election if they so wish.
       5.4.2 Eligible candidates shall be proposed and seconded by Ordinary Members and shall be elected at the Annual General Meeting by ballot of the Ordinary Members.
       5.4.3 The ballot shall be on a simple majority basis. In the event of there being a tie, the Chairman of the meeting shall have a second and casting vote. In the event of there being a subsequent resignation, the candidate having received the next highest number of votes shall be invited to join the committee. There being no person available on this basis, the committee shall co-opt an Ordinary Member or Members as necessary to fulfil its functions.
       5.4.4 Members elected to the Executive Committee shall take office immediately at the close of the meeting at which they are elected.

Article 6 - Duties of the Executive and Committee
6.1 Duties of the Executive Chairman
       6.1.1 To manage the affairs and funds of the User Group.
       6.1.2 To co-ordinate and present the views of the membership generally to Aastra, or any other interested body.
       6.1.3 To plan and convene meetings on behalf of the membership.
       6.1.4 To ensure the active participation of Aastra and others as required in such meetings.
       6.1.5 To plan and convene the Annual General Meeting.
       6.1.6 To plan and convene Extraordinary General Meetings when requested under Article 7.2.
6.2 Duties of the Committee
       6.2.1 The Committee shall:
              a) Preside over all meetings of the Committee and the General and periodic Meetings of the User Group.
              b) Make provision for the discharge, pro tempore, of the duties of absent members of the Committee.
              c) Ensure that the business and meetings of the User Group are conducted in an orderly manner.
              d) To represent the interests of the User Group at individual meetings with Aastra or other bodies.
              e) Carry out instructions or assignments given them by the vote of the User Group.
              f) Make a report of the past year's activities and the state of the User Group to the AGM.
              g) Prepare the Agenda for all meetings in consultation with the Chairman.
              h) Arrange meetings for the membership in general or deputation of same.
              i) Keep accurate records of the proceedings of all meetings.
              j) Issue notices of Meetings, Agenda and Minutes as directed by the Executive.
              k) Be responsible for the correspondence of the Executive Committee.
              l) Receive all requests for Membership and maintain up-to-date mailing lists of members along with other relevant details.
              m) Hold in safe keeping all funds of the User Group.
              n) Receive all membership subscriptions.
              o) Make payment for all goods and services used by the Group.
              p) Keep accurate accounts of the monies in the care of the Treasurer and prepare end of year accounts for submission to the AGM after being properly audited by the Auditor.
              q) Monitor current year's expenditure against the current year's budget and make reports to the Executive Committee on the financial status of the Group on a not less than quarterly basis.
              r) Prepare the budgets for the following year including a recommendation on the appropriate amount of the subscription for consideration by the AGM.
              s) Generally manage the financial affairs of the User Group under the control and guidance of the Executive.
       6.2.2 The Auditor shall independently examine and report on the Annual Accounts as prepared by the Treasurer.
       6.2.3 Regional Representatives shall have their duties defined by the Executive as and when such regional representatives are appointed.

Article 7 - Meetings and Quorum
7.1 An Annual General Meeting shall be held, and a minimum of 21 days written notice of the time, date, venue and agenda shall be given to the Members.
7.2 Extraordinary General Meetings may be requested in writing to the Secretary or Chairman by not less than five Ordinary Members of the Association and must be convened within 21 days from receipt of that request and at not less than 14 days written notice to Members.
7.3 Periodic meetings shall be held at the discretion of the Executive Committee.
7.4 Meetings of the Executive Committee shall be as required.
7.5 At any General meeting, a quorum shall be ten Ordinary Members including a Chairman.
7.6 In the event of a quorum not being present at the appointed time or within 30 minutes thereafter, the General Meeting shall be reconvened at the earliest opportunity and at not less than 14 days written notice to Members. The business to be conducted at any reconvened General Meeting shall not differ from that on the Agenda of the original Meeting for which there was no quorum.
7.7 At any Executive Committee Meeting, a quorum shall be three members including a Chairman.
7.8 Any general resolution or other matter put to a vote, excepting a change to these Articles, shall be decided by simple majority. In the event of a tie, the Chairman of the Meeting shall have a second and casting vote.

Article 8 - Finance
8.1 Subscription and all other monies received by the User Group shall be paid into an independent account held in the Group's Name. All cheques drawn on that account shall require two signatories who shall be Officers of Members of the Executive Committee.
8.2 The User Group shall pay (or reimburse Members represented of the Executive Committee) for administrative or secretarial expenses relative to the management and running of the association.
8.3 A salary will not be paid to Members' representatives on the Executive Committee, but may be paid to the General Secretary from such time if it is agreed in General Meeting that such post shall be filled by an ex-officer or an Honorary/Temporary Member on a part time salaried basis.
8.4 The expenses of Executive Committee Members will be reimbursed only in exceptional circumstancese and only for meetings within the UK. Such payments if made shall be itemised within the Annual Accounts. What constitutes such exceptional circumstances shall be at the discretion of the Executive Committee.
8.5 The User Group can reimburse the expenses of speakers at the discretion of the Executive Committee.
8.6 Expenses incurred by the Group in holding periodic or General Meetings may be recovered by a levy on those attending and will be due also from such Members whose representative did not attend, and who did not give adequate notice of withdrawal. Adequate notice shall be at the discretion of the Chairman or Meetings Secretary. Adequate notice shall be deemed to be 48 hours.
8.7 Subscriptions and Payments
Annual subscriptions shall be determined by the Executive Committee, subject to the view of the preceding AGM and shall be invoiced following the AGM each year, becoming due thirty days net. Membership ceased if payment becomes more than 12 months in arrears. The Annual Subscription will be reviewed by the Executive Committee each year. Members joining during a year.

Article 9 - Dissolution
9.1 In the event of the User Group being dissolved, all remaining funds after settlement of outstanding liabilities and realisation of assets shall be distributed pro-rata to those Companies/Organisations in membership at that time.
9.2 In the event that the remaining funds are so small as to be uneconomic to distribute, the Executive Committee shall have the discretion to donate the sum to a well-known registered charity of its choice.

Article 10 - Amendment of Articles
10.1 Amendment of these Articles shall only be at the AGM or an Extraordinary General Meeting.
10.2 Resolutions affecting these Articles will only be carried if voted for by two-thirds of the Ordinary Members present.

Addendum
Any noun, pronoun or other word included in these Articles which implies the masculine shall be deemed to include the feminine.

Definitions
Formal meetings are the Annual General Meeting and any Extraordinary General Meetings which may be held.
Periodic meetings are those meetings held at intervals throughout the year to discuss or inform Members about the MD110/MX-One Communications Systems and relevant Attachments.

Articles of Association

Articles are under change and a new version will be posted when available.