WTF? Police state is a private company, ACPO!

8/14/2019 WTF? Police state is a private company, ACPO!

1/46

No 3344583

The Companies Act 1985

Company Limited By Guarantee And Not Having A Share Capital

MEMORANDUM AND ARTICLES OF ASSOCIATION

of

THE ASSOCIATION OF CHIEF POLICE OFFICERS OF ENGLAND,

WALES AND NORTHERN IRELAND

Incorporated on the 1st day of April 1997

This version was accepted by a ballot of members in October 2006.


2/46

MEMORANDUM OF ASSOCIATION

1. The name of the Company (hereinafter called the Company) is The Association of

Chief Police Officers of England, Wales and Northern Ireland.

2. The registered office of the Company will be situated in England and Wales.

3. The Statement of Purpose for the Company is:

The Association of Chief Police Officers (ACPO) is an independent, professionally led

strategic body. In the public interest and, in equal and active partnership with Government

and the Association of Police Authorities, ACPO leads and coordinates the direction and

development of the police service in England, Wales and Northern Ireland. In times of

national need ACPO, on behalf of all chief officers, coordinates the strategic policing

response.

4. The objects for which the Company exists are:

(a) To provide strong and visible leadership to the Police Service of England, Wales

and Northern Ireland, inspiring confidence in those we lead, our partners and

the diverse communities we serve.

(b) To ensure, with our partners, that the development of Doctrine for the service is

conducted in a professional and co-ordinated manner, supporting the continuous

improvement of policing for the benefit of the communities that we serve.

(c) To be recognised as a principal voice of the service by those seeking a

professional view on all policing matters, including the government, the media

and the agencies with whom we work, both nationally and globally.

(d) To co-ordinate the strategic policing response, in times of national need, on

behalf of all chief officers.

(e) To support and encourage our members in achieving and continuously

developing the highest professional knowledge and standards of performance.

(f) To provide appropriate member services to our members.

2


3/46

(g) To continue to develop our business activities to ensure that the ACPO brand

name is recognised globally as a mark of excellence in policing.

And the Company shall have the following powers exercisable in furtherance of

its said object or incidental or conducive to it but not otherwise, namely:

(a) to purchase, take on lease, or in exchange, hire or otherwise acquire real or personal

property and rights or privileges, and to construct, maintain and alter buildings or

erections;

(b) to sell, let or mortgage, dispose of or turn to account all or any of the property or

assets of the Company;

(c) to purchase or otherwise acquire plant and machinery including 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;

(d) to borrow or raise money on such terms and on such security as may be thought fit

with such consents as are required by law;

(e) to take and accept any gift of money, property or other assets whether subject to

any special trust or not;

(f) to issue appeals, hold public meetings and take such other steps as may be required for

the purpose of procuring contributions to the funds of the Company in the shape of

donations, subscriptions or otherwise;

(g) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills,

cheques and other instruments and to operate bank accounts;

3


4/46

(h) to invest moneys of the Company not immediately required for its purposes in or upon

such investments, securities or property as may be thought fit subject nevertheless to

such conditions (if any) and such consents (if any) as may for the time being be

imposed or required by law;

(i) to make any donations in cash or assets or establish or support or aid in the

establishment or support of and to lend money (with or without security) to or for any

associations or institutions;

(j) to undertake and execute charitable trusts;

(k) to engage and pay any person or persons 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 the Company and, subject to the provisions of clause 4 hereof, to make any

reasonable and necessary provision for the payment of pensions and superannuation to or

on behalf of employees or former employees and their wives, husbands and other

dependants;

(l) to amalgamate with any companies, institutions, societies or associations which shall

have objects altogether or mainly similar to those of the Company and prohibit payment of

any dividend or profit to and the distribution of any of their assets among their Members at

least to the same extent as such payments or distributions are prohibited in the case of

Members of the Company by this Memorandum of Association;

(m) to pay out of funds of the Company the costs, charges and expenses of and

incidental to the formation and registration of the Company;

(n) to do all such other lawful things as shall further the attainment of the object of the

Company.

4


5/46

5. The Companys voluntary Codes of Ethics/Statement of Principles are those laid out

by Lord Nolan as applicable to holders of public office, namely:

Selflessness: Holders of public office should take decisions solely in terms of the

public interest. They should not do so in order to gain financial or other material benefits for

themselves, their family, or their friends.

Integrity: Holders of public office should not place themselves under any financial or

other obligation to outside individuals or organisations that might influence them in the

performance of their official duties.

Objectivity: In carrying out public business, including making public appointments,

awarding contracts, or recommending individuals for rewards and benefits, holders of public

office should make choices on merit.

Accountability: Holders of public office are accountable for their decisions and

actions to the public and must submit themselves to whatever scrutiny is appropriate to

their office.

Openness: Holders of public office should be as open as possible about all the

decisions and actions that they take. They should give reasons for their decisions and

restrict information only when the wider public interest clearly demands.

Honesty: Holders of public office have a duty to declare any private interests

relating to their public duties and to take steps to resolve any conflicts arising in a way that

protects the public interest.

Leadership: Holders of public office should promote and support these principles by

leadership and example.

6. The income and property of the Company shall be applied solely towards the

promotion of its object as set forth in this Memorandum of Association and no portion

thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or

otherwise howsoever by way of profit, to Members of the Company and no Director of the

Company other than the President shall be appointed to any office of the Company paid by

5


6/46

salary or fees, or receive any remuneration or other benefit in money or moneys worth

from the Company.

Provided that nothing herein shall prevent any payment in good faith by the Company:

of reasonable and proper remuneration to any Member, officer or servant of the Company

(not being a Director) for any services rendered to the Company and of reasonable out-of-

pocket expenses necessarily incurred in carrying out the duties as a Member, officer or

servant of the Company which are not payable from public funds or otherwise chargeable to

another organisation. The sum expended shall, at the discretion of the Honorary Treasurer,

acting in conjunction with the President if appropriate, be reimbursed from that part of the

Company's income not arising from the public purse;

of interest on money lent by a Member or Director of the Company at a rate per annum not

exceeding two percentage points less than the base lending rate for the time being of the

Companys clearing bankers or 3% whichever is the greater;

to any Director of reasonable out-of-pocket expenses necessarily incurred in carrying out

the duties as a Director which are not payable from public funds or otherwise chargeable to

another organisation. The sum expended shall, at the discretion of the Honorary Treasurer,

acting in conjunction with the President if appropriate, be reimbursed from that part of the

Companys income not arising from the public purse;

of fees, remuneration or other benefit in money or moneys worth to a Company of which a

Member of the Company or a Director may be a Member holding not more than one

hundredth part of the capital of such Company;

of reasonable and proper rent for premises demised or let by any Member of the Company

or any Director.

6


7/46

7. The liability of the Members is limited.

8. Every Member of the Company undertakes to contribute to the assets of the

Company, in the event of the same being wound up while he is a Member, or within one

year after he ceases to be a Member, for payment of the debts and liabilities of the

Company contracted before he ceases to be a Member and of the costs, charges and

expenses of winding up and for the adjustment of the rights of the contributories among

themselves, such amount as may be required not exceeding 1.

9. If upon the winding up or dissolution of the Company there remains, after the

satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be

paid to or distributed among the Members of the Company, but shall be given or transferred

to some other body or bodies having objects similar to the objects of the Company, or

whose objects are the promotion of charity or anything incidental or conclusive thereto and

which shall prohibit the distribution of its or their income and property among its or their

Members to an extent at least as great as is imposed on the Company under or by virtue of

clause 4 hereof, such body or bodies to be determined by the Members of the Company at

or before the time of dissolution.

We the several persons whose names and addresses are subscribed are desirous of being

formed into a Company in pursuance of this Memorandum of Association.

1.

2.

Dated the day of 1997

Witness to the above signatures,

7


8/46

ARTICLES OF ASSOCIATION

Interpretation

In these Articles:

ACPO OFFICE means the Chief of Staff and the Heads of Administration and

Communications and such other members of staff as may be employed by the Company or

seconded to work under the day to day direction and control of those officials

THE ACT means the Companies Act 1985 including any statutory modification or re-

enactment thereof for the time being in force

THE ARTICLES means the Articles of the Company

BUSINESS AREAS means the Business Areas established in accordance with Article 87

CABINET means the Cabinet as described in Article 70

CHAIRPERSON means Chairperson of the meeting unless described otherwise

CHIEF CONSTABLE includes all officers in London of equivalent rank

CHIEF POLICE OFFICER includes all officers holding a substantive or temporary rank or

appointment above that of the superintending rank in Home OfficeForces and the Police

Service of Northern Ireland and any such other organisations as from time to time the

Company may determine and include in Appendix 2 to these Articles

8


9/46

CLEARDAYS in relation to the period of a notice means that period excluding the day

when the notice is given or deemed to be given and the day for which it is given or on

which it is to take effect

THE COMPANY means The Association of Chief Police Officers of England, Wales and

Northern Ireland

COUNCIL means the Chief Constables' Council as described in Article 78

DIRECTORS means the Directors of the Company as described in Article 39

DIRECTOR OF RESOURCES means the head of programme support, administration, other

support functions, and company secretary.

DOCTRINE means Police Codes of Practice, Guidance and Practice Advice as defined by

the National Centre for Policing Excellence (NCPE) in accordance with the Police Reform Act

2002

"ELECTRONIC COMMUNICATIONS" include e-mail, the ACPO Intranet, fax and telephone,

but not voicemail or answerphone; and "ELECTRONICALLY" means by electronic

communication

"E-MAIL ADDRESS" means the e-mail address of a member which is recorded in their entry

on the ACPO Intranet.

EXPENSES means reasonable out-of-pocket expenses which are not payable from public

funds or otherwise chargeable to another organisation. The sum expended shall, at the

discretion of the Honorary Treasurer, acting in conjunction with the President if appropriate,

be reimbursed from that part of the Company's income not arising from the public purse.

9


10/46

"FULL VOTING MEMBERS" means all Chief Police Officers of Home Office Forces listed as

such in Appendix 1; Chief Police Officers as specified in the non-Home Office forces listed as

such in Appendix 1; Chief Police Officers as specified in the organisations in Appendix 2;

and Senior Police Staff and such other individuals who elect to accept the offer from the

Directors of Full Voting Membership. Full voting members who retire from the Police Service

and, without significant interval, take up a post within an organisation listed in Appendix 2

retain their full voting membership of the Association.

FULL VOTING MEMBERSHIP means having the right to vote on all Company matters

HOME OFFICE FORCE means one of the police forces listed in Appendix 1 as a Home

Office force.

MEMBERS and MEMBERS OF THE COMPANY means Full Voting Members.

NON-HOME OFFICE FORCE means one of the police forces listed in Appendix 1 as a Non-

Home Office force

NON-VOTING ASSOCIATE MEMBERS means those individuals who elect to accept the offer

from the Directors of membership with no voting rights

NON-VOTING HONORARY MEMBERS means those individuals who are not and have not

been Members of the Company who are deemed by the Full Voting Members of the

Company to have rendered outstanding service to the Company

NON-VOTING LIFE MEMBERS means Members who retire and accept an offer by the

Directors to be Non-Voting Life Members

OFFICE means the registered office of the Company

10


11/46

PRESIDENT means the elected head of the Company

PRESIDENTIAL TEAM means the President, the Vice-President, the Second Vice-President

and the Third Vice-President.

REGION means the Region to which a Force, or organisation listed in Appendix 2, is

assigned or, in the case of Full Voting Members working away from their force area or the

Headquarters of the organisations listed in Appendix 2 or, in the case of other full voting

Members serving in England, Wales or Northern Ireland, the Region in which their offices

are located.

THE SEAL means the common seal of the Company

"SENIOR POLICE STAFF" (formerly known as Senior Civilians or Senior Members of the

Civilian Staff) means those holding a contract of employment with the relevant police

authority and working within the relevant Force, or such other police organisations as from

time to time the Company may determine1, under the direction and control of its Chief

Constable and who are held by the Chief Constable to have a status equivalent to that of a

Chief Police Officer and who elect to accept an offer from the Directors of the Full Voting

Membership; or such other non-police officers who elect to accept an offer from the

Directors of the Full Voting Membership.

"THE UNITED KINGDOM" means Great Britain and Northern Ireland

Unless the context otherwise requires words or expressions contained in these Articles bear

the same meaning as in the Act but excluding any statutory modification thereof not in

force when these Articles become binding on the Company

1 set out at Appendix 2

11


12/46

Unless the contrary intention appears, words importing the masculine gender include the

feminine and words importing the feminine gender include the masculine

Membership

2. The subscribers to the Memorandum of Association of the Company and such other

persons as are admitted to membership in accordance with the Articles shall be Members of

the Company.

3. The following classes of persons may be admitted as Members of the Company:

Chief Police Officers in Home Office forces who elect to become Full Voting Members; and

Chief Police Officers in non-Home Office forces as listed in Appendix 1 who elect to become

Full Voting Members; and

Other persons who elect to accept from the Directors the offer of Full Voting Membership.

A Full Voting Member who retires from the Police Service, and who does not retain full

voting membership by virtue of taking up a post within an organisation listed in Appendix 2,

shall become eligible to be considered for admission as a Non-Voting Life Member in

accordance with these Articles.

5. The Full Voting Members shall be permitted to resolve for the admission of

such persons as they may deem to have rendered outstanding service to the Company as

Non-Voting Honorary Members.

6. The Directors shall be permitted to resolve for the admission of persons as Non-

Voting Associate Members. Such members shall not be Members of the Company.

12


13/46

A member shall not by virtue of being a Non-Voting Life Member or Non-Voting Honorary

Member or Non-Voting Associate Member as aforesaid be a member of the company and

their rights (if any) shall not include a right to speak or vote at general meetings of the

Company. The Director of Resources shall keep a register of such Non-Voting Life Members,

Non-Voting Honorary Members, and Non-Voting Associate Members.

8. Non-Voting Life Members, Non-Voting Honorary Members and Non-Voting Associate

Members may attend such functions as from time to time the Company may determine.

9. Any Member may at any time withdraw from the Company by giving at least 7 Clear

Days' notice to the Director of Resources. Membership shall not be transferable and shall

cease on ceasing to be a Chief Police Officer, a Senior Member of Police Staff or in the case

of other individuals, on ceasing to hold the office they held when elected to membership, or

death, whichever is sooner.

10. The Directors may also at their discretion terminate the membership of any Member,

Non-Voting Life Member, Non-Voting Honorary Member, or Non-Voting Associate Member,

but the requirements of natural justice shall be respected and a member shall be entitled to

make representations in his/her own defence to be considered by the Directors. In the

event of an appeal an Appeals Panel will be nominated by the President comprising of a

minimum of three members not involved in the original decision.

General Meetings of Members

11. The Company shall in each calendar year hold a general meeting as its annual

general meeting in addition to any other meetings in that year and shall specify the meeting

as such in the notices calling it; and not more than 15 months shall elapse between the

date of one annual general meeting of the Company and that of the next. Provided that so

long as the Company holds its first annual general meeting within 18 months of its

incorporation, it need not hold it in the year of its incorporation or in the following year. The

13


14/46

annual general meeting in each year shall be held at such time and place as the Directors

shall appoint. All general meetings other than annual general meetings shall be called

extraordinary general meetings.

12. The Directors may call general meetings and, on the requisition of Full Voting

Members pursuant to the provisions of the Act, shall forthwith proceed to convene an

extraordinary general meeting for a date not later than 8 weeks after receipt of the

requisition. If there are not within the United Kingdom sufficient Directors to call a general

meeting, any Director or any Full Voting Member of the Company may call a general

meeting.

13. Minutes of the proceedings of all general meetings shall be prepared by the Director

of Resources, approved by the President and circulated to all Members.

The Directors may arrange a joint general meeting of the Company with representatives of

such other bodies or organisations as the Directors deem appropriate.

Notice of general meetings

15. An annual general meeting and an extraordinary general meeting called for the

passing of a special resolution shall be called by at least 21 Clear Days' notice. All other

extraordinary general meetings shall be called by at least 14 Clear Days' notice but a

general meeting may be called by shorter notice if it is so agreed:

(a) in the case of an annual general meeting, by all the Members entitled to attend and

vote thereat: and

(b) in the case of any other meeting by a majority in number of the Members having a

right to attend and vote being a majority together holding not less than 95 per cent of the

total voting rights at the meeting of all the Members.

14


15/46

The notice shall specify the time and place of the meeting and the general nature of

the business to be transacted and, in the case of an annual general meeting, shall specify

the meeting as such.

The notice shall be given to all the Members and to the Directors and the auditors of

the Company.

16. The accidental omission to give notice of a meeting to, or the non-receipt of notice of

a meeting by, any person entitled to receive notice shall not invalidate the proceedings at

that meeting.

Proceedings at general meetings

17. No business shall be transacted at any general meeting unless a quorum is present.

Twenty five persons entitled to vote upon the business to be transacted, each being a

Member or a proxy for a Member, shall be a quorum. The quorum shall include a member

of the Presidential Team, who shall take the chair; three other Directors ; two other

representatives of those Full Voting Members holding the rank of Chief Constable or London

equivalent in a force listed in Appendix 1 or an organisation listed in Appendix 2; seven

other representatives of those Full Voting Members who are Deputy Chief Constables or

Assistant Chief Constables or London equivalent in a force listed in Appendix 1 or an

organisation listed in Appendix 2; and two other representatives of those Full Voting

Members who are Senior Police Staff or of those who have elected to accept the offer from

the Directors of Full Voting Membership.

18. If such a quorum is not present within half an hour from the time appointed for the

meeting or if during a meeting such a quorum ceases to be present, the meeting shall stand

adjourned to the same day in the next week at the same time and place or to such other

time and place as the Directors may determine.

15


16/46

19. The Chairperson may, with the consent of a meeting at which a quorum is present

(and shall if so directed by the meeting), adjourn the meeting from time to time and from

place to place, but no business shall be transacted at an adjourned meeting other than

business which might properly have been transacted at the meeting had the adjournment

not taken place. When a meeting is adjourned for 14 days or more, at least 7 Clear Days'

notice shall be given specifying the time and place of the adjourned meeting and the

general nature of the business to be transacted. Otherwise it shall not be necessary to give

any such notice.

20. A resolution put to the vote of a meeting shall be decided on a show of hands unless

before, or on the declaration of the result of, the show of hands a poll is duly demanded.

Subject to the provisions of the Act, a poll may be demanded:

(a) by the Chairperson; or

(b) by a Member or Members representing not less than one-tenth of the total voting

rights of all the Members having the right to vote at the meeting; and a demand by a

person as proxy for a Member shall be the same as a demand by the Member.

Unless a poll is duly demanded, a declaration by the Chairperson that a resolution has been

carried or carried unanimously, or by a particular majority, or lost or lost unanimously, or

not carried by a particular majority, an entry to that effect in the minutes of the meeting

shall be conclusive evidence of the fact without proof of the number or proportion of the

votes recorded in favour of or against the resolution.

The demand for a poll may, before the poll is taken, be withdrawn but only with the consent

of the Chairperson and a demand so withdrawn shall not be taken to have invalidated the

result of a show of hands declared before the demand was made.

16


17/46

A poll shall be taken as the Chairperson directs and he may appoint scrutineers (who need

not be Members) and fix a time and place for declaring the result of the poll. The result of

the poll shall be deemed to be the resolution of the meeting at which the poll was

demanded.

In the case of an equality of votes, whether on a show of hands or on a poll, the

Chairperson shall be entitled to a casting vote in addition to any other vote he may have.

A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded

on any other question shall be taken either forthwith or at such other time and place as the

Chairperson directs not being more than 30 days after the poll is demanded. The demand

for a poll shall not prevent the continuance of a meeting for the transaction of any business

other than the question on which the poll was demanded. If a poll is demanded before the

declaration of the result of a show of hands and the demand is duly withdrawn, the meeting

shall continue as if the demand had not been made.

No notice need be given of a poll not taken forthwith if the time and place at which it is to

be taken are announced at the meeting at which it is demanded. In any other case at least

7 Clear Days' notice shall be given specifying the time and place at which the poll is to be

taken.

Votes of Members

On a show of hands every Full Voting Member present in person shall have one vote. On a

poll every Full Voting Member present in person or by proxy shall have one vote.

A Full Voting Member in respect of whom an order has been made by any court having

jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental

disorder may vote, whether on a show of hands or on a poll, by his/her receiver, curator

bonis or other person authorised in that behalf appointed by that court, and any such

receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the

17


18/46

satisfaction of the Directors of the authority of the person claiming to exercise the right to

vote shall be deposited at the Office, or at such other place as is specified in accordance

with the Articles for the deposit of instruments of proxy, not less than 48 hours before the

time appointed for holding the meeting or adjourned meeting at which the right to vote is to

be exercised and in default the right to vote shall not be exercisable.

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

Chairperson whose decision shall be final and conclusive.

An instrument appointing a proxy shall be in writing, executed by or on behalf of the

appointee and shall be in the following form (or in a form as near thereto as circumstances

allow or in any other form which the Directors may approve):

I/We of

being a Full Voting Member/Members of the above-named Company, hereby appoint

of

or failing him/her of

as my/our proxy to vote in my/our name[s] and on my/our behalf at the

annual/extraordinary general meeting of the Company to be held on [date] and at any

adjournment thereof.

Signed on [date]

28. Where it is desired to afford Full Voting Members an opportunity of instructing the

proxy how he shall act the instrument appointing a proxy shall be in the following

form (or in a form as near thereto as circumstances allow or in any other form which

the Directors may approve):

18


19/46

I/We of

being a Full Voting Member/Members of the above-named Company, hereby appoint of

or failing him/her of

as my/our proxy to vote in my/our name[s] and on my/our behalf at the

annual/extraordinary general meeting of the Company, to be held on [date] and at any

adjournment thereof.

This form is to be used in respect of the resolutions mentioned below as follows:

Resolution No 1: for / against

Resolution No 2: for / against

strike out whichever is not desired.

Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.

Signed this day of [date]

The instrument appointing a proxy and any authority under which it is executed or a copy of

such authority certified notarially or in some other way approved by the Directors may:

(a) be deposited at the Office or such other place within the United Kingdom as is

specified in the notice convening the meeting or in any instrument of proxy sent out by the

Company in relation to the meeting not less than 48 hours before the time for holding the

meeting or adjourned meeting at which the person named in the instrument proposes to

vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded, be

deposited as aforesaid after the poll has been demanded and not less than 24 hours

before the time appointed for the taking of the poll; or

19


20/46


21/46

37. The number and method of convening meetings of the Region shall be at the

discretion of the Full Voting Members of the Region.

Recommendations and resolutions made at regional meetings shall be forwarded for

consideration through the Chief of Staff to the Chief Constables' Council or the Cabinet or

the Directors as appropriate.

Directors of the Association

39. The Directors shall be:

The President

Vice- President

2nd Vice-President

3rd Vice-President

The Commissioner of Police for the Metropolis

The Honorary Treasurer to the Company

Four representatives of Deputy Chief Constables, Deputy Assistant Commissioners,

and Assistant Chief Constables, who are Full Voting Members

A representative of the rank of Commander, who is a Full Voting Member

A representative of the Senior Police Staff, who is a Full Voting Member

The Director of Resources shall act as Secretary to meetings of the Directors and shall be

entitled to speak but not to vote at such meetings.

Powers of the Directors

41. Subject to the provisions of the Act, the Memorandum and the Articles and to any

directions given by special resolution, the business of the Company, insofar as it is not the

responsibility of the Chief Constables' Council as defined in Article 80, or of the Cabinet as

21


22/46

defined in Article 71, shall be managed by the Directors who may exercise all the powers of

the Company. No alteration of the Memorandum or Articles and no such direction shall

invalidate any prior act of the Directors which would have been valid if that alteration had

not been made or that direction had not been given. The powers given by this regulation

shall not be limited by any special power given to the Directors by the Articles and a

meeting of the Directors at which a quorum ispresent may exercise all powers exercisable

by the Directors.

42. The Directors may delegate to the President a power to act in furtherance of the

sensible and timely conduct of the business of the Company insofar as it is the business of

the Directors and shall in so doing require from the President an account of any action

taken.

The President

43. The President is the head of the Company (ACPO) and is elected in accordance with

the following process:

(a) In line with a succession plan determined by the other Directors in consultation

with the President, the Director of Resources will invite each Full Voting

Member of the Association to nominate a member of the Association who is of

Chief Constable or equivalent rank and serving in a Home Office Force, the

Police Service of Northern Ireland, the Serious Organised Crime Agency and

the National Policing Improvement Agency, to be a candidate for the Presidency

(b) Each nomination must be accompanied by at least 20 supporting signatures

from other Full Voting Members who are not from the force of the nominee

22


23/46

(c) Each candidate shall be required to submit an election address for circulation

with the ballot paper. The ACPO Regions should provide an opportunity for each

candidate to address Members and to answer questions

(d) If no more than one nomination is received, the nominee will be declared

elected

(e) If more than one nomination is received at the Associations office by the due

date, a ballot will be held amongst the Full Voting Membership. Ballot forms shall be

returnable within 28 Clear Days. The President shall appoint two scrutineers, who

need not be Members, to count the votes. The outcome of the ballot, based on a

single transferable vote system* shall be notified to Members within one week of the

closing date of the ballot. In the case of an equality of votes the President shall be

entitled to a casting vote in addition to any other vote he/she may have.

(* whereby the electorate is asked to list the candidates on the ballot form in

descending order of preference: if on the first count no candidate receives an absolute

majority, the bottom one falls out and the second preference votes of their supporters

are distributed. The votes are recounted and the process repeated until one candidate

achieves an absolute majority)

The President-elect shall receive formal notification of his/her appointment

from the Vice-President or if he/she is not available, from another member of the

Presidential Team

The President-elect shall be a member of the Presidential Team (if not so

already) from the date on which the election outcome is notified

The Vice-Presidents

23


24/46

44. The President shall be supported by three Vice-Presidents each of whom shall

normally be elected as Third Vice-President; serve as such for one year; and be nominated

as Second Vice-President and Vice-President respectively in the two succeeding years.

45. If the President is unavailable for Presidential duties the Vice-President or, if he/she

is not available, the Second or Third Vice-President, shall act in his/her stead.

46. The procedure for electing the Third Vice-President shall be as follows:

(a) The Director of Resources will invite each Full Voting Member of the Association

each year to nominate a member of the Association who is of Chief Constable or

equivalent rank and serving in a Home Office force or the Police Service of Northern

Ireland or the Serious and Organised Crime Agency and the National Policing

Improvement Agency, to be a candidate for the Third Vice-Presidency. Each

nomination must be accompanied by at least 20 supporting signatures from other Full

Voting Members who are not from the force or organisation of the nominee, and by an

election address for circulation with the ballot paper.

(b) If no more than one nomination is received, the nominee shall be declared

elected

(c) If more than one nomination is received a ballot will be held amongst the Full

Voting Membership. Ballot forms shall be returnable within 28 Clear Days. The

President shall appoint two scrutineers, who need not be Members, to count the votes.

The outcome of the ballot, based on a single transferable vote system* shall be

notified to Members within one week of the closing date of the ballot. In the case of

an equality of votes the President shall be entitled to a casting vote in addition to any

other he/she may have.

24


25/46

(* whereby the electorate is asked to list the candidates on the ballot form in

descending order of preference: if on the first count no candidate receives an absolute

majority, the bottom one falls out and the second preference votes of their supporters

are distributed. The votes are recounted and the process repeated until one candidate

achieves an absolute majority.)

(d) The Third Vice-President shall assume office and the Vice-President and Second

Vice-President shall be confirmed in their offices on the next 1st April.

(e) In the event of the Vice-President or Second Vice-President withdrawing from o

ffice at any time the order of succession shall be adjusted accordingly and the

election process as set out in Articles 46(a)-(c) set in train to determine a new Third

Vice-President. If the Third Vice-President is compelled to withdraw from office at any

time the election process as set out in Articles 46(a)-(c) shall be set in train to

determine a new Third Vice-President.

(f) In the event of two or more of the Vice-President, the Second Vice-President and

the Third Vice-President withdrawing from office simultaneously the remaining Vice-

President, if any, shall assume the appointment of Vice-President with a tenure in that

office of not less than twelve months; and the Directors shall set in train whatever

process seems most appropriate in the circumstances to reconstitute a Presidential

Team as envisaged in Articles 44 and 46(d).

Presidential Team

47. The Presidential Team will comprise the President, Vice President, 2nd Vice President

and 3rd Vice President and its function will be to act as peer advisors and to provide

support to the President and deputise for him/her in their absence.

25


26/46

Appointment of Representatives

48. The representatives of Deputy Chief Constables, Deputy Assistant Commissioners,

and Assistant Chief Constables who are Full Voting Members; the representative of

Commanders who are Full Voting Members; and the representative of the Senior Police Staff

who are Full Voting Members shall be selected in such manner and remain in office for such

term as the appropriate Members shall determine. The name of each individual so selected

shall be notified to the Director of Resources within one week of their selection.

Election of Honorary Treasurer

49. The Company shall be served by an Honorary Treasurer who shall hold office for no

more than three years. Nominations for the post shall be sought from the membership and

shall be submitted in writing or electronically by a proposer, a seconder and two Members

who have Full Voting Rights to the Director of Resources. Following the receipt of

nominations the Director of Resources shall, in the event of there being more than one

candidate, arrange for a ballot of all Full Voting Members, returnable within 28 Clear Days.

The President shall appoint two scrutineers, who need not be Members, to count the votes.

The outcome of the ballot, based on a simple majority, shall be notified to Members within

one week of the closing date of the ballot. In the case of an equality of votes the President

shall be entitled to a casting vote in addition to any other vote he/she may have.

Disqualification and Removal of Directors

50. A Director shall be disqualified or removed if:

(a) he/she ceases to be a Director by virtue of any provision of the Act or he/she

becomes prohibited by law from being a Director; or

26


27/46

(b) he/she becomes bankrupt or makes any arrangement or composition with his/her

creditors generally; or

(c) he/she is, or may be, suffering from mental disorder and either:

(i) he/she is admitted to hospital in pursuance of an application for admission for

treatment under the Mental Health Act 1983 or, in Scotland, an application for admission

under the Mental Health (Scotland) Act 1984; or

(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or

elsewhere) in matters concerning mental disorder for his/her detention or for the

appointment of a receiver, curator bonis or other person to exercise powers with respect to

his/her property or affairs; or

(d) he/she resigns his/her office by notice to the Company; or

(e) he/she shall for more than three consecutive meetings of the Directors have been

absent without permission of the Directors and the Directors resolve that his/her office be

vacated.

Remuneration of Directors

51. The provisions of the Memorandum of Association as to the remuneration of

Directors shall apply.

Directors Expenses

52. The Directors may be paid all expenses properly incurred by them in connection with

their attendance at meetings of the Directors or general meetings or otherwise in

connection with the discharge of their duties.

27


28/46

Directors Appointments and Interests

53. Subject to the provisions of the Act and of the Memorandum of Association, the

Directors may appoint one or more of their number to any executive office under the

Company and may enter into an agreement or arrangement with any Director for his/her

employment by the Company or for the provision by him/her of any services outside the

scope of the ordinary duties of a Director. Any appointment of Director to an executive

office shall terminate if he/she ceases to be a Director but without prejudice to any claim to

damages for breach of the contract of service between the Director and the Company.

54. Subject to the provisions of the Act and the Memorandum of Association and

provided that he/she has disclosed to the Directors the nature and extent of any material

interest of his/hers, a Director notwithstanding his/her office:

(a) may be a party to, or otherwise be interested in, any transaction or arrangement

with the Company or in which the Company is otherwise interested;

(b) 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 body corporate promoted by the

Company or in which the Company is otherwise interested; and

(c) shall not, by reason of his/her office, be accountable to the Company for any benefit

which he/she derives from any such office or employment from any such transaction or

arrangement or from any interest in any such body corporate and no such transaction or

arrangement shall be liable to be avoided on the ground of any such interest or benefit.

55. For the purposes of Article 54:

28


29/46


30/46

61. The Minutes of meetings of the Directors or a written record of action taken by the

Directors shall be submitted to the next following meeting of the Directors.

62. The continuing Directors or a sole continuing Director may act notwithstanding any

vacancies in their number, but, if the number of Directors is less than the number fixed as

the quorum, the continuing Director or Directors may act only for the purpose of filling

vacancies or of calling a general meeting.

63. All acts done by a meeting of the Directors, or by a person acting as a Director shall,

notwithstanding that it be afterwards discovered that there was a defect in the appointment

of any Director or that any of them were disqualified from holding office, or had vacated

office, or were not entitled to vote, be as valid as if every such person had been duly

appointed and was qualified and had continued to be a Director and had been entitled to

vote.

64. A resolution in writing signed by all the Directors entitled to receive notice of a

meeting of the Directors shall be as valid and effectual as if it had been passed at a meeting

of the Directors duly convened and held and may consist of several documents in the like

form each signed by one or more Directors.

65. Save as otherwise provided by the Articles, a Director shall not vote at a meeting of

the Directors on any resolution concerning a matter in which he/she has, directly or

indirectly, an interest or duty which is material and which conflicts or may conflict

with the interests of the Company unless his/her interest or duty arises only because

the case falls within one or more of the following paragraphs:

(a) the resolution relates to the giving to him/her of a guarantee, security or indemnity

in respect of money lent to, or an obligation incurred by him/her for the benefit of, the

Company;

30


31/46

(b) the resolution relates to the giving, to a third party of a guarantee, security or

indemnity in respect of an obligation of the Company for which the Director has assumed

responsibility in whole or part and whether alone or jointly with others under a guarantee or

indemnity or by the giving of security.

(c) For the purposes of this Article, an interest of a person who is, for any purpose of

the Act (excluding any statutory modification thereof not in force when this Article becomes

binding on the Company), connected with a Director shall be treated as an interest of the

Director and, in relation to a substitute Director, an interest of his/her appointer shall be

treated as an interest of the substitute without prejudice to any interest which the

substitute has otherwise.

66. A Director shall not be counted in the quorum present at a meeting in relation to a

resolution on which he/she is not entitled to vote.

67. The Company may by ordinary resolution suspend or relax to any extent, either

generally or in respect of any particular matter, any provision of the Articles prohibiting a

Director from voting at a meeting of the Directors.

68. If a question arises at a meeting of the Directors as to the right of a Director to vote,

the question may, before the conclusion of the meeting, be referred to the Chairperson of

the meeting and his/her ruling in relation to any Director other than himself/herself shall be

final and conclusive.

69. If a question arises at a meeting of the Directors as to the right of the Chairperson

to vote, the question may, before the conclusion of the meeting, be voted upon by the

Directors, not including the Chairperson, by a show of hands.

Cabinet

31


32/46

70. The Cabinet shall comprise:

the Directors of ACPO

the Heads of Business Areas

the Chief Executive of the National Policing Improvement Agency (replacing representatives

from NPIA precursor organisations)

71. In furtherance of the objects of the Company the Cabinet shall have as its functions:

i. To oversee the progress of the Associations programme of work;

ii. To agree ACPO doctrine and items of business not requiring the approval of Chief

Constables Council, that is, those not falling in to the category described in iii

below;

iii. To ensure that Chief Constables Council are afforded the opportunity to discuss any

doctrine or items of business that are major, controversial or from which there is a

possibility that individual Council Members may wish to derogate;

iv. To ensure that Chief Constables Council are formally notified of all decisions of

Cabinet.

v. To provide advice and guidance to the President on urgent and pressing issues

requiring an immediate ACPO response.

72. The Cabinet shall ordinarily meet once a month. The President, or in his/her

absence, some other member of the Presidential Team, in accordance with Article 44 shall

take the Chair. The Chief of Staff shall act as Secretary to the Cabinet and shall be entitled

to speak but not to vote at meetings of the Cabinet.

32


33/46

73. The quorum of the Cabinet shall be four Directors, one of whom shall be a member

of the Presidential Team; and four Heads of Business Areas.

74. The business of meetings of the Cabinet shall be consistent with its functions as

described at Article 71.

75. Where a meeting of the Cabinet agrees that a matter shall be put to a vote, voting

shall be by show of hands and a motion shall be carried if supported by a majority of the

votes cast. In the case of an equality of votes the Chairperson shall be entitled to a casting

vote in addition to any other vote he/she may have.

76. The Cabinet may delegate to the President a power to act in furtherance of the

sensible and timely conduct of the business of the Company insofar as it is the business of

the Cabinet and shall in so doing require from the President an account of any action taken.

77. The Cabinet shall establish such arrangements as seem to it to be appropriate to

ensure that its functions are carried out efficiently and effectively.

Chief Constables' Council

78. The Chief Constables' Council shall be composed of the President of the Association;

the Chief Constables of the Home Office Forces; equivalent London ranks; the Chief

Constable of the Police Service of Northern Ireland; the Chief Constable of British Transport

Police; and, insofar as each post is held by a Full Voting Member of the Association who

holds the rank of Chief Constable or equivalent London rank, the Director General of the

Serious Organised Crime Agency and the Chief Executive of the National Policing

Improvement Agency. Heads of ACPO Business Areas who are not themselves Chief

Constables are entitled to attend Chief Constables Council.

33


34/46

79. It shall be permissible for a Chief Constable where in exceptional circumstances

he/she is of necessity unable to attend meetings of the Council to nominate his/her

designated deputy to attend in his/her stead.

80. In furtherance of the objects of the Company the Chief Constables' Council shall

have as its functions:

a) agreeing any ACPO doctrine or items of business that are major, controversial or

from which there is a possibility that individual Council Members may wish to

derogate

b) endorsing the business approved by the Cabinet

81. The Council shall ordinarily meet four times a year. The President, or in his/her

absence some other member of the Presidential Team in accordance with Article 44, shall

take the chair and the Chief of Staff shall act as Secretary to the Council and shall be

entitled to speak but not to vote at meetings of the Council.

82. Twenty Chief Constables shall form a quorum for a meeting of the Council.

83. The business of meetings of the Council shall be consistent with the functions of the

Council and shall ordinarily comprise matters remitted from the Cabinet and such other

business as the Chairperson may agree should be considered.

84. Where a meeting of the Council agrees that a matter shall be put to a vote, voting

shall be by a show of hands and a motion shall be carried if supported by a majority of the

votes cast. In the case of an equality of votes the Chairperson shall be entitled to a casting

vote in addition to any other vote he/she may have.

85. The Chief Constables' Council may delegate to the President and to the Cabinet a

power to act in furtherance of the sensible and timely conduct of the business of the

34


35/46

Company insofar as it is the business of the Council and shall in so doing require from the

President or from the Cabinet as the case may be an account of any action taken.

86. The Council may require from the Cabinet an account on any specific matter.

Business Areas

87. The Chief Constables' Council shall establish such Business Areas as it may decide.

88. Each Business Area shall be headed by a Full Voting Member of the Association who

shall hold office normally for no more than three years. Nominations for a vacant post shall

be sought from Members and forwarded to the Director of Resources accompanied by an

election manifesto. Following the receipt of nominations the Director of Resources shall, in

the event of there being more than one candidate, arrange for a ballot of all Full Voting

Members, returnable within 28 Clear Days. The President shall appoint two scrutineers,

who need not be Members, to count the votes. The outcome of the ballot, based on a

simple majority, shall be notified to Members within one week of the closing date of the

ballot. In the case of an equality of votes the President shall be entitled to a casting vote in

addition to any other vote he/she may have.

89. The Head of each Business Area shall be a member of the Cabinet.

90. The Head of each Business Area shall ensure that the functions of the Business Area

are carried out efficiently and effectively in accordance with the agreed ACPO Business

Process.

ACPO Doctrine

91. Once the Chief Constables Council or the Cabinet have agreed an item of policing

doctrine (Guidance/Practice Advice) it shall be issued to each Chief Constable with the

35


36/46

recommendation that he/she should adopt the doctrine and implement it as appropriate in

his/her force.

92. The Director of Resources shall maintain a register of current doctrine decisions.

93. A Chief Constable who, for reasons peculiar to his/her force or on other grounds,

does not intend or is unable to adopt any agreed ACPO doctrine shall formally notify the

President of the fact, with reasons, in writing.

94. Any member asked by an outside body for a police view on a matter with

implications outside his/her own force shall give a response which accords with the recorded

position of the Association on the matter or, where the position is not known or none exists

should, dependent on the circumstances, refer the matter to the appropriate Business Area

for consideration. However, there is an expectation that any views expressed in the name of

ACPO reflect the Associations view. Any areas of uncertainty should be referred to the

President for his/her final decision. Nothing in this Article shall affect the duty of a chief

police officer or senior police staff to answer questions from his/her police authority.

95. The Association, through the Chief Constables Council, Cabinet or Business Area

may nominate or, if the situation so requires, give approval to the appointment of a chief

police officer or senior police staff as adviser to an outside body.

Staff of the ACPO Office

96. The Chief of Staff and the Director of Resources and Head of Communications and

the other staff of the ACPO Office shall be appointed by the Directors for such term, at such

remuneration and upon such conditions as they may think fit; and any persons so appointed

may be removed by them.

The Seal

36


37/46

97. The Seal shall only be used by the authority of the Directors. The Directors may

determine who shall sign any instrument to which the Seal is affixed and, unless otherwise

so determined, it shall be signed by a Director and by the Director of Resources, or by two

Directors.

Annual Subscriptions

98. Full Voting Members shall pay an annual subscription of a sum or sums to be

determined at each annual general meeting in respect of a financial year from 1st April to

the 31st March. The subscription for a particular year shall be determined at the preceding

annual general meeting, following the adoption of the Honorary Treasurer's annual report.

Payment of the subscription shall be by such arrangements as may be determined by the

Directors from time to time.

Expenses

99. Subject to the Act and the Memorandum of Association:

(a) Should any Full Voting Member incur expenses which are not payable from public

funds the sum expended shall, at the discretion of the Honorary Treasurer, acting in

conjunction with the President if appropriate, be reimbursed from that part of the

Company's income not arising from the public purse.

(b) The reasonable cost of entertainment of any guests of the Company shall, at the

discretion of the Honorary Treasurer acting in conjunction with the President if appropriate,

be paid out of that part of the Company's income not arising from the public purse.

(c) Secretarial expenses of a Regional meeting and attendance of any members of the

meeting shall not be a charge on the funds of the Company.

37


38/46

Grants to Chief Police Officers' Staff Association

100. The Directors may, following consultation with the Regions, grant specified sums of

money to the Chief Police Officers' Staff Association.

Accounts

101. The Honorary Treasurer shall:

(a) receive all monies due to the Company and maintain the appropriate accounts;

(b) render to the annual general meeting of the Company a full statement, duly audited,

of receipts and expenditure by the Company for the preceding year; and

(c) circulate the certified Balance Sheet and Statement of Receipts and Expenditure of

the Company for the preceding year to Members not less than seven days before the annual

general meeting and shall submit them for adoption during that meeting.

102. The accounts of the Company shall be subject to professional audit each year and

the certified accounts shall be endorsed by the President, the Director of Resources and the

Honorary Treasurer.

103. No Full Voting Member shall (as such) have any right of inspecting any accounting

records or other book or document of the Company except as conferred by statute or

authorised by the Directors or by ordinary resolution of the Company.

Communications

38


39/46


40/46


41/46

Dated the day of 1997

Witness to the above signatures,

41


42/46

Appendix 1

Home Office Forces

Avon & Somerset Constabulary

Bedfordshire Police

Cambridgeshire Constabulary

Cheshire Constabulary

City of London Police

Cleveland Police

Cumbria Constabulary

Derbyshire Constabulary

Devon & Cornwall Constabulary

Dorset Police

Durham Constabulary

Dyfed Powys Police

Essex Police

Gloucestershire Constabulary

Greater Manchester Police

Gwent Police

Hampshire Constabulary

Hertfordshire Constabulary

Humberside Police

Kent Police

Lancashire Constabulary

Leicestershire Constabulary

Lincolnshire Police

Merseyside Police

Metropolitan Police

Norfolk Constabulary

North Wales Police

North Yorkshire Police

Northamptonshire Police

Northumbria Police

Nottinghamshire Police

South Wales Police

South Yorkshire Police

Staffordshire Police

Suffolk Constabulary

Surrey Police

Sussex Police

Thames Valley Police

Warwickshire Police

West Mercia Constabulary

West Midlands Police

West Yorkshire Police

Wiltshire Constabulary

Non-Home Office Forces

British Transport Police - All chief officersCivil Nuclear Constabulary - Chief Constable only

42


43/46

Guernsey Police - Chief Constable onlyIsle of Man Police - Chief Constable onlyMinistry of Defence Police - All chief officers

Police Service of Northern Ireland - All chief officersRoyal Gibraltar Police - Commissioner and Deputy Commissioner

States of Jersey Police - Chief Constable only

43


44/46

Appendix 2

Organisations determined by the Company

The Serious Organised Crime Agency (Director General and any seconded chief officers)

The Central Police Training and Development Authority, otherwise known as Centrex (until

31st March 2007)

44


45/46

Appendix 3

REGIONAL STRUCTURE

Each Region shall comprise the areas of the Police Forces listed below:

North West Region North East Region

Cheshire Constabulary Cleveland Police

Cumbria Constabulary Durham Constabulary

Greater Manchester Police Humberside Police

Lancashire Constabulary Northumbria Police

Merseyside Police North Yorkshire Police

Police Service of Northern Ireland South Yorkshire Police

West Yorkshire Police

East Midlands Region West Midlands Region

Derbyshire Constabulary Staffordshire Police

Leicestershire Constabulary Warwickshire Police

Lincolnshire Police West Mercia Constabulary

Northamptonshire Police West Midlands Police

Nottinghamshire Police

Eastern Region South East Region

Bedfordshire Police Hampshire Constabulary

Cambridgeshire Constabulary Kent Police

Essex Police Surrey Police

Hertfordshire Constabulary Sussex Police

Norfolk Constabulary Thames Valley Police

Suffolk Constabulary

South West Region London Region

45


46/46

Avon & Somerset Constabulary City of London Police

Devon & Cornwall Constabulary Metropolitan Police Service

Dorset Police

Gloucestershire Constabulary

Wiltshire Constabulary

Wales

Dyfed Powys Police

Gwent Police

North Wales Police

South Wales Police

Documents

WTF? Police state is a private company, ACPO!