made between amicus the union
("amicus") and the Transport and General Workers Union
("TGWU") (together "the merging unions") shall, if duly
approved by a resolution of the members of each of the merging unions take effect
upon the date of registration of this instrument ("the effective
date")
It is hereby agreed as follows:
1. Upon the effective date the
members of each of the merging unions shall become members of the New Union and
shall become subject to that union's rules.
2. The name of the New Union shall be
{new name to be inserted; hereafter "new"} or such other name as may
be agreed by both the National Executive Council of Amicus and the General
Executive Council of TGWU and approved by the Certification Officer prior to
the registration of this instrument of amalgamation.
3. The rules of the New Union shall
consist of:
3.1 The general rules which are set out
in the Schedule hereto with the insertion of the name of the new
3.2 The rules of the Amicus Section which
shall consist of the rules of the Amicus in force immediately before the
effective date insofar as they are consistent with the general rules. The
Amicus Section rules shall apply to all members of the New Union who were
members of the Amicus immediately before the effective date or who, having
joined the New Union since the effective date, have been allocated to the
Amicus Section.
3.3 The rules of the TGWU Section shall
consist of the rules of TGWU in force immediately before the effective date
insofar as they are consistent with the general rules. The TGWU Section
rules shall apply to all members of the New Union who were members of
TGWU immediately before the effective date or who, having joined the New Union
since the effective date, have been allocated to the TGWU Section.
3.4 The general rules provide that a new
set of rules to supercede the general rules and the
sectional rules shall be prepared to come into effect on 1st November 2008 or
such earlier date as may be agreed when those new rules are approved.
4. The assets, funds and property of the
merging unions shall, upon the effective date, continue to be held by the
corporate trustees or individuals who were the trustees of the merging unions
prior to the effective date in trust and for the benefit of and in accordance
with the rules of the New Union.
5. Upon the effective date the members of
the Amicus shall become members of the Amicus Section and the members of TGWU
shall become members of the TGWU Section of the New Union. Members
joining after the effective date shall be allocated to the appropriate Section
in accordance with the provisions of the general rules.
6. As from the effective date the members
of the Amicus and TGWU Sections of the New Union shall pay contributions to the
appropriate Sections at the same rates as those payable to their respective
merging unions immediately before the effective date.
7. As from the effective date the members
of the Amicus and TGWU Sections of the New Union who before the effective date
paid contributions towards the political fund of their respective merging
unions shall continue to pay contributions towards the political fund of the
New Union until such time as notice is given by a member requesting an
exemption from doing so, or in the case of a contributing Northern Ireland
member until such time as the member gives a notice of withdrawal.
8. Upon the effective date the employees
of the merging unions shall become employees of the New Union upon terms and
conditions of employment no less favourable than those in force immediately
before the effective date. No employee of either of the merging unions
shall be declared redundant as a direct result of the amalgamation of those
unions without that employee's consent.
9. Upon the
effective date:-
9.1 The Joint Executive Council of the
New Union shall consist of 30 members being 15 members from each of the Amicus
and TGWU Sections.
9.2 The members from the Amicus Section
shall be elected by and from the National Executive Council of the Amicus
Section. If a member of the Amicus Section who is a member of the Joint
Executive Council shall cease to hold that office for any reason the vacant
position shall be filled by such member of the National Executive Council of
the Amicus Section as that National Executive Council shall determine.
9.3 The members from the TGWU Section
shall be elected by and from the General Executive Council of the TGWU
Section. If a member of the TGWU Section who is a member of the Joint
Executive Council shall cease to hold that office for any reason the vacant
position shall be filled by such member of the General Executive Council of the
TGWU Section as that General Executive Council shall determine.
10. The period of membership of every
member of the New Union who was a member of either of the a merging unions
immediately prior to the effective date shall be treated, for all purposes, as
a continuous period of membership of the New Union from the date of the
member's last entry into membership of either of the merging unions.
....................................................................
DEREK SIMPSON
General Secretary
...................................................................
National Executive Council Member
...................................................................
National Executive Council Member
...................................................................
National Executive Council Member
...................................................................
TONY WOODLEY
General Secretary
.....................................................................
National Executive Council Member
...................................................................
National Executive Council Member
...................................................................
National Executive Council Member
1.1 The
1.2 The objects of the
1.2.1 To organise, recruit, represent
workers
1.2.2 To defend and improve those
members' wages and working conditions
1.2.3 To defend and improve the social
and economic well being of members and their families, both directly and via
commensurate policies in relation to society both domestically and abroad
1.2.4 To further political objectives including by affiliation
to the Labour Party
1.2.5 To promote equality and fairness
for all, including actively opposing prejudice and discrimination on grounds of
gender, race, ethnic origin, religion, class, marital status, sexual
orientation or identity, age or disability
1.2.6 To affiliate to the TUC, ICTU,
Scottish TUC and other appropriate trade union cooperation/coordination bodies
domestically and internationally.
1.2.7 To promote constructive cooperation
between trade unions internationally to further the interests of our members
and those in other unions in dealing with the direct and indirect impact of
globalisation
1.2.8 To promote education and training;
both vocational and industrial and otherwise as conducive to these objects
1.2.9 To provide such financial and other
benefits and legal assistance to members as may be specified in these rules.
1.2.10 To do all
such other things as may in the opinion of the Joint Executive Council be
incidental or conducive to the attainment of these objects
2.1 The
2.2. The rules
of each Section shall, to the extent only that they are consistent with the
general rules, consist of in the case of the Amicus Section Amicus's
rules, and in the case of the TGWU Section the TGWU's rules. In both
cases the Sectional rules will be those rules as in force in the respective
predecessor union immediately before the date on which the amalgamation of
those unions took effect ("the amalgamation date"). Subject to
the provisions of these general rules:
(a) references in the rules of the Amicus
Section and in any trust deed or any rules of any pension scheme established by
Amicus or by any union which had transferred its engagements to it or by any of
its predecessors and in the articles of association of any corporate trustee of
the Amicus to any body or officer of the Amicus shall be construed as
references to the equivalent body or officer in the Amicus Section;
(b) references in the rules of the TGWU
Section and in any trust deed or any rules of any pension scheme established by
TGWU or by any union which had transferred its engagements to it or by any of
its predecessors and in the articles of association of any corporate trustee of
the TGWU to any body, officer or official of TGWU shall be construed as
references to the equivalent body or officer in the TGWU Section;
2.3 Where the Union organises or
represents persons engaged in an occupation or seeks to do so, any person
engaged in that occupation shall be eligible for membership of the
2.4 In the transitional period
branch administration allowances and Regional funding arrangements will remain
as currently determined under sectional Rules
3.1 The government, management and
control of the Union shall be vested in the Joint Executive Council except that
each Section shall, subject to the provision of these general rules, have
autonomy in respect of all matters which relate solely to the internal affairs
of that Section and which do not affect the interests of the other Section or
any of the members of that other Section.
3.2 The Joint Executive Council shall
make its decisions on the basis of a simple majority of those present, with
each member being entitled to one vote, except in matters relating to the
drafting of the Final Rules of the union or when either or both of the Joint
General Secretaries believe that an issue is so fundamental to the union that a
majority of not less than seventy-five per cent of those voting shall be
required.
3.3 The Joint Executive Council may do
such things and authorise such acts consistent with the rules and objects of
the Union as it may deem expedient to promote the interests of the
3.4 The Joint Executive Council shall
consist of thirty members, being fifteen members from each of the Amicus and
TGWU Sections, each of whom shall have a vote. The original members of
the Joint Executive Council shall be determined in accordance with the
Instrument of Amalgamation pursuant to which the Union came into being and if a
member of the Joint Executive Council shall cease to hold that office for any
reason the vacant position shall be filled in accordance with the provisions of
the said Instrument of Amalgamation.
3.5 The Joint Executive Council shall
meet at least six times a year. The Joint Executive Council meetings will
be chaired by the Chair of each Section's Executive on an alternating meetings
basis. The Chairs will bear in mind their fiduciary duty to the new union
as a whole. The Chair shall have a vote of the same weight as other Joint
Executive Council members and will not have any additional vote even in the
event of an otherwise tied vote. The agenda for each Joint Executive Council
meeting will be agreed by the General Secretaries of both Sections in advance
of the meeting.
3.6 No individual or group from either
section shall hold themselves out as representing the whole union in any
financial matter, or otherwise place a binding financial commitment on the
other section or fully merged union, unless that approach /transaction has been
agreed by the Joint Executive Council or in writing by both Joint General
Secretaries.
3.7 The General Secretary of Amicus and
the General Secretary of the TGWU at the time of the registration of the
Instrument shall both serve as Joint General Secretaries of the New Union; each
additionally being responsible for the section representing their respective
predecessor union.
3.7.1 The Joint General Secretary of the
Amicus Section will retire on his sixty-sixth birthday in order to provide
continuity from the transition period into the new union and, together with the
other Joint General Secretary, to oversee the election of the General Secretary
designate of the new
3.7.2 An election will be held for a
General Secretary Designate of the new union, elected by all members of the union,
in the last year of the term of office of the Joint General Secretary of the
Amicus Section such that the election will be concluded within the last month
of that term of office.
3.7.3 The remaining Joint General
Secretary shall retire no more than twelve months after the election of the
General Secretary Designate.
3.7.4 Upon the retirement of the last
remaining Joint General Secretary, the General Secretary Designate shall assume
the post of General Secretary of the new union.
3.7.5 All subsequent elections for the
General Secretary shall be on the basis of a ballot of the whole membership of
the new union.
3.8 The Joint General Secretaries of the
Union shall be responsible for the administration of the affairs of the Union;
including convening meetings and implementing the decisions of the Joint
Executive Council, conducting correspondence on behalf of the Union,
maintaining the accounts and records of the Union, managing the Union's full
time officers and staff and such other duties as may be determined by the Joint
Executive Council. Each Joint General Secretary may delegate to a full
time officer or other employee of the
3.9 The Joint General Secretaries shall
be under the control of and act in accordance with the directions of the Joint
Executive Council. Between Joint Executive Council meetings each Joint
General Secretary shall exercise the Joint Executive Council's powers provided
that he/she shall not act inconsistently with an existing Joint Executive
Council decision.
3.10 All officers, officials and staff
employed by the Union shall be appointed on the basis of competence and merit
for the job, and will be under the ultimate control of the Joint Executive
Council whose approval shall be required before changing their terms and
conditions of employment or superannuation arrangements.
3.11 Each section shall keep management
accounts and shall report those accounts to the Joint Executive Council.
Each section shall report newly incurred liabilities to the Joint Executive
Council, and between Joint Executive Council meetings will report to the JGS of
the other section new liabilities, including ET/CO/Court claims issued against
that section or against the union as a whole in relation to alleged acts or
omissions by that section.
3.12 Where a section wishes to enter in
to a new contract for any service, property or facility it will endeavour to
work with the other section to obtain the best overall value for the union for
agreements lasting beyond the term of the transition period. In the event of
disagreement proposed agreements will be escalated to both the JGS', and in the
event of disagreement thereafter the agreement will be escalated to the Joint
Executive Council.
3.13 No employee of either of the merging
unions shall be declared redundant as a direct result of the amalgamation of
those unions without that employee's consent.
4.1 All funds and assets of the Union shall be
held by the trustees in trust for the
4.2 Accounts shall be maintained
recording separately each Section's income and expenditure in each calendar
year. The income credited to each Section shall consist of the
contributions paid by members of that Section and the income derived in that
year from assets and affinity agreements referable to that Section. The
assets referable to each Section shall consist of the initial assets of that
Section, assets purchased from that Section's income and the proceeds of such
assets. Income from assets referable to both Sections shall be credited
to each Section in proportion to that Section's contribution to the purchase of
those assets.
4.3 The initial assets of the Amicus
Section shall be the assets which were previously the property of the Amicus
and the initial assets of the TGWU Section shall be the assets which were
previously the property of TGWU. The initial assets of each Section shall
continue to be held by the trustees which held those assets immediately prior
to the general rules coming into effect.
4.4 All sectional expenditure shall be
debited to the appropriate Section. Where expenditure is incurred on the
provision of a service or facility shared by both Sections, the expenditure
shall be debited to each Section in proportion to the use made of that service
or facility by that Section. Where the
4.5 The Joint Executive Council shall
determine which categories of expenditure shall be deemed sectional expenditure
and any dispute concerning the expenditure to be borne by or the income to be
credited to each Section shall be referred to the Joint Executive Council whose
decision shall be final and binding upon the Section.
4.6 Subject to the provisions of these
general rules, the Amicus Section National Executive Council and the TGWU
Section General Executive Council shall control the expenditure of their
respective Sections provided that a Section shall not incur expenditure in
excess of its income for that year, borrow or obtain an overdraft without the
consent of the Joint Executive Council of the Union which may take such
measures as it shall deem appropriate to reduce that Section's expenditure to a
level which does not exceed its income for that year.
4.7 A firm of chartered accountants shall
be appointed by the Joint Executive Council to act as the auditors for the
whole of the
4.8 The Joint Executive Council shall
direct the trustees on the disposition of the funds and other assets of the
Union and on their investment in any way that it considers conducive or
incidental to the objects of the
5.1 In the event of a question arising about
the meaning or interpretation of the general rules, of conflict between the
general and the sectional rules or about any matter not provided for by those
rules the Joint Executive Council shall have jurisdiction to determine that question
and its decision shall be binding upon all members of the
5.2
i) The general rules may be amended by a
resolution of the Joint Executive Council supported by not less than
seventy-five% of its members provided that any such amendment shall cease to
have an effect on the second anniversary of the date in which it took effect if
it has not been ratified in the meantime by a majority of those voting in a
postal ballot of all the members of the Union.
ii) Notwithstanding the provision of
these rules, the Joint Executive Council shall have power by a resolution
supported by not less than seventy-five% of its members to amend any of the
general or sectional rules to:
a) Ensure that the general and sectional rules
do not conflict with any requirement of law, whether imposed by statute or
otherwise.
b) Give effect to the terms of the Instrument
of Amalgamation pursuant to which the
5.3
i) The Joint Executive Council shall prepare a new
set of rules to govern the affairs of the whole
ii) The Rules Commission will complete
its work in good time for the Joint Executive Council to consider and approve
the final draft of the new rules. The Joint Executive Council's term of office shall
be one year from the effective date of amalgamation and the Rules will be
finalized and approved by the Joint Executive Council within that year.
iii) The first Executive Council of the
new union shall be elected to take office twelve months after the effective
date of the amalgamation. Each section shall elect forty members to the first
Executive Council to serve for a period of three years, on electoral
constituencies to be determined by the respective sections. (Subsequent
Executive Councils shall be elected by the membership on the basis of the new
rules and not on a predecessor union sectional basis.)
iv) The Joint Executive Council will ensure that the First
Executive Council for the whole new union will be elected in time to take up
office immediately upon the Joint Executive Council's term coming to an end.
v) The First Executive Council for the
whole new union will arrange for a ballot of the whole membership of the union
for approval of the new rules in time for these rules to replace and supersede
both the sectional and the general rules, and to become the entire rules for
the new union no later than eighteen months from the effective date of the
Instrument of Amalgamation, or such earlier date as may be agreed by that First
Executive Council.
vi) For its period of office prior to the
new rules coming in to force, the First Executive Council will assume the
powers of the Joint Executive Council (which, together with the Sectional
Executives shall have ceased to exist upon the First Executive Council taking
office), save that it will not have the power to amend the provisions of the
New Rule Book as approved by the Joint Executive Council. After the New Rule
Book comes in to force (no later than six months in to the period of office of
the First Executive Council) the powers of that Executive Council will be as
stated in that New Rule Book.
vii) In respect of both the TGWU and the
Amicus Sections of the new union, the number of members of the Joint Executive
Council and the Rules Commission cited above shall include the Chairs and Vice
Chairs of those sections.
5.4 The new rules to be prepared by the
Joint Executive Council shall include provision for:
a) The separate amicus and TGWU Sections
of the
b) Industrial/Occupational/Professional
Sectors.
There shall be organisation and representation
of members at both regional and national level by reference to their
industrial, occupational or professional sector.
There will be industrial sections initially
based on the existing industrial sectors of Amicus and the national trade
groups in the TGWU. The Executive Council may merge Amicus sectors and
TGWU trade groups where industrial logic so dictates, and shall have the authority
to create new industrial sections as seems expedient.
National industrial committees shall enjoy
full autonomy in the conduct of their own proper industrial business.
There shall be scope for the maintenance of the autonomy of specific craft or
professional groupings which may not have the status of national industrial
committees.
Each section will have the autonomy to determine at a section conference its
own industrial policies where they do not conflict with the general policy and
objectives of the union.
Members employed in managerial, professional,
supervisory, technical and/or clerical grades may, where appropriate, be
organised and represented separately from other members in the same industry.
c) Organising
Recognising the central importance of the
organisation of workers into the New Union the union will devote no less than
five per cent of membership income to organising each year and will aim to move
to no less than ten per cent within no less than three years of
amalgamation. Organising units shall be maintained by these funds in each
Region and shall be controlled by a national organising department under the
control of the Joint General Secretaries.
d) Equalities.
(i) There shall
be constitutional structures for promoting equality and fairness for all
members, including by recognizing and combating the particular challenges
arising from race/ethnic identity, gender, sexual orientation, disability, age
and religious belief. The new union will strive to have elected equalities
representatives recognized and active in all workplaces and who will
participate in the work of the new union's industrial structure.
(ii) All constitutional conferences and committees of the
(iii) The Executive Council of the union
will include designated seats to help achieve proportionality and to ameliorate
the historic under representation of women members and of black, Asian and
ethnic minority members on the elected leadership bodies of the union.
(iv)
(a) There shall be separate conferences
in each region for women members; black, Asian and ethnic minority members;
disabled members; and lesbian, gay, bisexual and transgender members.
(b) There shall be Regional Committees
for each section of the membership thus defined. These Committees will each
elect a delegate to the Regional Committee of the union.
(c) There shall be separate national
conferences for women members; black, Asian and ethnic minority members;
disabled members; and lesbian, gay, bisexual and transgender members (made up
of delegates elected at each of the appropriate Regional Conferences).
(d) There shall be National Committees
for each section of the membership thus defined.
(e) In order to be eligible for these
conferences and committees the member in question must be an accredited
workplace representative, including
equalities representatives.
e) Branches
(i) Branches
will be one of the cornerstones of the unions
structure. Wherever possible, branches will be based on the
workplace, although provision will also be made for local branches and national
industrial branches as appropriate and as approved by the Executive Council.
(ii) Branch membership shall be allocated
on the basis of workplace if there is a workplace branch at the member's
workplace; or the nearest geographical branch if there is not a workplace or
national branch.
(iii) Branches should have direct access
to a proportion of membership subscriptions.
f) Regions
(i) The union shall
constitute regions for Ireland, Scotland and Wales and with England divided in
to 7 regions on the basis of Regional Development Agency boundaries (as at 1st
January 2006) as follows: North West; North East and Yorkshire;
Midlands West; Midlands East; South West; London and
Eastern; South Eastern.
(ii) Each region shall have a Regional Committee of lay members elected on
the basis of the branches and regional industrial committees where established
in accordance with the new rules.
(iii) Regional Committees shall have their own funds not exceeding 1% of
the membership income attributable to members within that region. They
will be responsible for the affiliation of union
organisations to Trades Councils, and appropriate public bodies within their
region. They shall have responsibility for the management of the union's
affairs in their regions in conformity with decisions of the
Executive Council and responsible to it.
(iv) Regions may constitute Area Activists
Committees between activists in different companies, sectors and branches,
across geographical areas within a region, subject to the approval of
the Executive Council. This is intended to provide a more localised
but focused facilitation of information exchange and to stimulate activism and
democratic participation by lay members, and to provide deeper connections
between the elected industrial and regional bodies and other workplace
activists.
g) Executive Council
(i) Election to
the Executive Council under the new rules shall be on the basis of electoral
constituencies which shall be stipulated in the new rules of the
(ii) The Executive Council shall have the
power to combine industrial sectors for the purpose of determining electoral
constituencies for the Executive Council election.
(iii) The new rules shall also provide
for national representatives for women and for
black/ethnic minority members to sit on the Executive Council.
(iv) The term of office for the Executive Council shall be
three years.
(v) The Executive Council of the union
will include designated seats within the electoral constituencies to ensure the
proportionate representation of women members and of black, Asian and ethnic
minority members.
(vi) Only elected lay members may serve on the Executive
Council. No employee of the union is entitled to be a member of the Executive
Council.
h) General Secretary and Joint General
Secretaries
i. The General Secretary of Amicus and the General
Secretary of the TGWU at the time of the registration of the Instrument shall
both serve as Joint General Secretaries of the of the New Union;.
ii. The Joint General Secretary of the
Amicus Section will retire on his sixty-sixth birthday in order to provide
continuity from the transition period in to the new union and, together with
the other Joint General Secretary, to oversee the election of the General
Secretary Designate of the new
iii. An election will be held for a
General Secretary Designate of the new union, elected by all members of the
union, in the last year of the term of office of the Joint General Secretary of
the Amicus Section such that the election will be concluded within the last
month of that term of office.
iv. The remaining Joint General Secretary
shall retire no more than twelve months after the election of the General
Secretary Designate.
v. Upon the retirement of the last
remaining Joint General Secretary, the General Secretary Designate shall assume
the post of General Secretary of the new union.
vi. All subsequent elections for the
General Secretary shall be on the basis of a ballot of the whole membership of
the new union.
i) Constitutional Committees, Conferences and Lay Office
a) There shall be provision to ensure
accountability of Regional and Industrial Executive Committee members and those
Executive Committee members and those Executive Committee members elected
pursuant to General Rule 5.4 (g) (iii), meeting with their respective
committees at least four times per year.
b) For National Industrial Committees,
Regional Committees and Regional Industrial Committees elections will take
place every two years.
c) In order to be eligible to be a candidate for election for, or hold office on
the Executive Council and all union Committees, Councils and Conferences, the
member in question must be an accredited workplace representative.
j) Policy Conference.
Subject to policy relating solely to
particular industrial or professional sectors being decided by that sector, the
supreme policy making body of the Union shall be a Policy Conference held every
2 years consisting so far as is reasonably practicable of one lay delegate for
each two thousand members of the Union. The first Policy Conference shall
be convened one year immediately following the adoption of the new rules.
k) Rules Conference.
(i) There shall
be a Rules Amendment Conference held every four years constituted in the same
way as the Policy Conference, with the exception that one lay delegate should
be chosen for each four thousand members.
(ii) The first Rules Amendment Conference
shall be convened one year after the first Policy Conference of the
(iii) Amendments to rule may be approved
by a simple majority of those voting.
l) Membership contributions and Benefits
The Executive Committee shall define the
categories of membership and the level of contributions. It shall also
determine the scope and payment of benefits shall be determined from time to
time by the Executive Council. The union shall pay dispute benefit and
maintain a comprehensive legal service for members. The Executive Council
shall have discretion to provide additional benefits.
m) Political Organisation.
(i) There shall
be a political fund conducted in accordance with the statutory
requirements. A portion of this fund, to be determined by the Executive
Council, shall be remitted to each Region. The Regions will be responsible for
affiliations to Constituency Labour Parties in their Region.
(ii) There shall be regional and national
political committees for members who are individual members of the Labour
Party.
o) Education
The union will provide training for lay
representatives, activists and its employees,
with a view to ensuring that our representatives are able to provide highly
skilled and knowledgeable assistance to its members.
p) Funds
All funds and assets of the Union shall be
vested in a Trustee Company which shall hold those assets in trust for the
q)
A structure and procedures which comply with
all relevant statutory requirements will be put in place to address the special
requirements of this region.
r) Discipline
The new rules will provide that where a member
is accused of a breach of a rule or object of the union, or of bringing the
union in to disrepute, the NEC shall have the power, by themselves
or by delegating that power, but in either event by a fair process, to
discipline that member. If a member is found guilty of a disciplinable offence
they shall have the right to appeal to an independent body or individual.
[To be inserted in compliance with law for
each relevant legal jurisdiction covered by the union.]
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