1. Governance:
    • Members of the API (referred to herein as the "Association") agree to abide by the Association's code of conduct (code) and these rules of membership (rules) at all times.
    • Material breach of either the code or rules may result in termination of membership.
  2. Membership:
    • Membership of the Association is open to individual Interim Managers only.
    • Members must complete both the initial application on-line questions and their personal profile (upon initial log-in) to complete the terms of the application process.
    • Members will receive a unique membership ID number and password for access to the APInterims.com site (the "Website").
    • An individual interim manager may be a FULL or an ASSOCIATE member, depending on meeting entry requirements and payment of relevant fees.
    • An individual member is the person named in their personal capacity and not their legal, business or corporate entity.
    • An individual must meet the full criteria of membership as outlined in the Association's application form, unless otherwise approved in writing by at least two members of the Association's Board of directors ("Board").
    • Members must complete the required level of continuing professional development as set down by the Board in order to maintain membership.
    • Fully paid-up members, who are not subject to disciplinary action or investigation, are considered to be members of 'good standing'
    • From the beginning of their second year of membership, members of good standing will be entitled to one vote for all elections of the Association or other membership votes that may occur from time to time.
  3. Registration
    • Members must be at least eighteen years of age to apply for membership and become a member.
    • Members may apply for any class of membership for which they meet the appropriate criteria.
    • Members completing on-line registration acknowledge their acceptance of the rules and code of the Association.
    • Members must complete their personal profile within 21 days of initial registration in order to confirm and validate membership. Failure to do so may result in suspension of membership, without entitlement to membership benefits or refund or repayment of membership fees.
    • Members shall ensure that all information on application forms and personal profiles are true, correct, complete and up-to-date.
    • Members undertake to supply references or other information in support of their application as and when requested to do so by the Association.
    • Members undertake to inform the Association immediately of any changes to the information provided upon registration by updating their personal profiles. Failure to do so may result in suspension of membership, without entitlement to membership benefits or refund or repayment of membership fees.
  4. Fees:
    • Each member is liable to pay the applicable fee for his class of membership in the manner stipulated by the Board from time to time in order to receive and retain membership of good standing.
    • Failure to pay the annual membership fee within 1 month of the due date may result in immediate termination of membership without further notice.
    • Members shall have 7 days from the date of registration and payment of membership fees to cancel their membership and qualify for a full refund less credit card and administrative charges. Thereafter, fees are non-refundable in whole or in part.
  5. Benefits:
    • Members of good standing will have the right to access membership benefits appropriate for and to their level of membership.
    • The full range of benefits available to members will be listed on the Website.
  6. Password:
    • Members will be given an alpha-numeric password on completion of registration. They may change this password through their personal profile at any time.
    • Members must keep this password confidential and must not disclose it or share it with anyone.
    • Members are responsible for activities and orders that occur or are submitted under their password.
    • Members should notify the Association immediately if they know or suspect that a third party knows, has access to or has misused their password.
  7. Code of Conduct:
    • Members shall ensure that they have appropriate insurance to protect themselves and their clients, in the event of any claim, including especially professional indemnity insurance of at least £250 000 or other amounts as determined by the Board from time to time and be prepared to provide the Board with such evidence of such insurance as it may reasonably require from time to time.
    • Members must comply fully with UK and European law relating to Tax and National Insurance.
    • Members must be able to produce suitable references from any two of their last 4 client assignments if requested to do so by a client or by the Association.
    • Members must establish a clear understanding of the client's organisation and requirements and provide objective professional advice.
    • Members must provide a written statement or contract, setting out the description, scope and character of the services to be provided by the interim manager.
    • Members must regard as totally confidential all information concerning the business affairs of their clients.
    • Members must at all times represent the best interests of their clients.
    • Members must behave with courtesy and respect for the culture, people, and working practices of their clients.
    • Members will conduct all their promotion, public relations and new business activities in a manner that involves no representations, express or implied, that are false, deceptive or otherwise misleading.
    • Members will not engage in any unlawful restraint of trade or unfair method of competition.
    • Members shall state their terms of business to clients without ambiguity.
    • Where applicable, members shall make themselves fully aware of the provisions of any relevant legislation concerning their tenure. Such legislation must be complied with both in spirit and to the letter of the law. Breach of the law shall be deemed to be a breach of this code.
  8. Disciplinary Process:
    • Any member may make a complaint about any other member's failure to abide by the code, rules or failure to adhere to normal standards of professional conduct.
    • API providers, Clients, or Directors of the API, IM Training Limited (IMT), or the Association may similarly make a complaint against any member.
    • Complaints must be made in writing to the Disciplinary Officer of the Association within 7 days of the complaint coming to the attention of the complainant. In this instance, email communication with receipt will suffice.
    • Complaints will be investigated by the Disciplinary Office of the Association and a report will be made to the Board with recommendations for action.
    • Remedial actions initiated by the Board may result in suspension or termination of membership.
    • Decisions of the Board will be final.
  9. Competition:
    • Members will not use Association forums or events to advertise or promote assignments to other members, unless authorised in writing by the Board.
    • Whilst a member of the Association, Members will not use Association forums or events to induce, entice or otherwise solicit other Members to terminate their membership of the Association and/or to join rival or competing membership organisations.
  10. Committees:
    • Members of 'good standing' may offer themselves for election to Association committees and to the Board.
    • Members may not be members of more than 2 committees at any one time or on the Board and one other committee at any one time, without the express written approval of the Board.
    • Members may only offer themselves for re-election for two successive terms with the express written approval of the Board.
    • A Membership Advisory Committee ("MAC") comprising at least 4 FULL members, but not more than 12 FULL members, may be elected from within the current fully paid up membership to make recommendations to the Board on such matters as are deemed appropriate by the Board. (These may include inter alia, items such as membership qualifying criteria, membership fees, membership benefits, CPD requirements, and recruitment and retention initiatives).
    • The MAC will at all times have a Chairperson, Vice Chairperson, and Secretary. It may admit additional roles of responsibility at the sole discretion of the Committee.
    • Only FULL members, who are of good standing, may stand for office on any committee or vote for election of officers for those committees.
    • Associate members may not stand for any office but may be seconded onto committees.
    • All committee voting will be on the basis of 1 vote per FULL member of good standing
    • Election of Officers (roles) on any committee will be made from within that committee, except for the role of Chairman of the MAC, who will be a member of the Board.
    • No person may hold more than one role on a committee.
    • All Officers will stand for 2 years, before standing down or offering themselves for re-election.
    • The MAC must have at least 50% of its number present to represent a quorum and this must include either the Chairperson or the Vice Chairperson.
    • The MAC will meet as required from time to time but not less than 4 times per calendar year.
    • Removal of a person from their role in the MAC or any committee or sub-committee other than through normal rotation or retirement may only be effected by a 75% vote of the relevant committee or at the request of the Board.
    • Removal of a person from any role is mandatory if that person is not regarded by the Board to be of good standing.
    • In the event of the removal of any person during their normal term of office that role may be filled by a seconded member, who must offer themselves for election at the next membership voting date in order to continue in their role and subject to them maintaining their status as a FULL member at that time.
    • Seconded members must receive the unanimous approval of at least 75% of the relevant committee to be elected or be approved by the Board.
    • Decisions / recommendations of any committee must be by majority vote of those present in order to be recommended for implementation. The Chairman of the relevant Committee shall have a casting vote in the event of a tie, deadlock or equality of votes.
    • In the event of irreconcilable disputes on the MAC, the matter will be referred to the Board for final resolution.
    • Minutes of all meetings of all committees and sub-committees must be recorded in writing and be made available to the Board when requested.
  11. Sub-committees:
    • Sub-committees may be appointed from time to time by the Board at its discretion to help with the work of the MAC or the Board.
    • The terms of reference and format of sub-committees will be at the sole discretion of the Board.
    • Sub-committees may include Regional Committees, each of which may be set-up to promote the Association within its geographical area
    • Membership of Regional Committees will be by voting of FULL members of that Region.
    • Each Region will be entitled to have one representative on the MAC.
    • In the event of irresolvable disputes on any sub-committee, the matter will be referred to the MAC for resolution, unless it is a disciplinary matter for a material breach of the constitution to rules, in which case it will be referred directly to the Board.
  12. Board Of Directors:
    • The Board of Directors will have a maximum of six directors and shall comprise representatives of the Association membership (being two representatives elected by all members of the Association from within the MAC who are FULL members of good standing and appointed in accordance with its membership rules), and IMT
    • The Chairman of the Board of Directors will be the board representative appointed by IMT unless otherwise unanimously determined by the Board.
    • Decisions of the Board will be by majority vote, with the Chairman having a casting vote in the event of a tie, deadlock or other equality of votes, provided always that such majority vote shall include the approval of the board representative appointed by IMT in relation to the following items for so long as there is in force any contract between the Company and IMT.
      i. any changes to these articles of association;
      ii. any changes to the Company's membership rules which materially affect legal rights or benefits affecting revenue producing activities.
    • The elected / nominated representatives from each of the Association, and IMT must be present at board meetings of the Company in order for a quorum to be constituted.
    • Substitute's for appointed representatives are allowed under written authority of the Chairman.
    • The Board of Directors will meet as they determine from time to time, but in any event not less than 4 times per calendar year.
    • The members of the Board shall be paid all reasonable travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Board or any committee of the Board or General Meetings of the Company or in connection with the business of the Company.
    • The Board may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock, and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party subject to such consents as may be required by law.
  13. Privacy Policy:
    • Members may use the Website and display, download on any single computer or print a single copy of any material for his or her personal or professional use provided he / she does not further copy, modify or amend the page including without limitation by removal of any notices. Copyright and other Notice Material on the Website is protected by copyright, trade mark and other intellectual property and proprietary rights.
    • Members may use the logo of the Association of Professional Interims and the letters, M.A.P.I. or other designated letters that may be authorised for use by the Board for their personal or professional use provided they do not further copy, modify or amend the same.
    • Members may not otherwise reproduce, copy, distribute or use any material on the Website. Permanent copying and/or storage of material or reproduction or incorporation of any part of it in any other work in any media whatsoever is expressly prohibited.
  14. Goods and Services:
    • Members of the Association may purchase goods and services from the Association or related companies including IMT which is separate and distinct from the purchase of goods and services from third party sites linked to the Website. No offer is made through the Website and the Association and IMT reserve the right to reject a member's offer for any reason. Prices and availability of goods and services shall be subject to change. In the event that the Association is unable to supply a member with the goods or services they will receive a full refund unless otherwise stated. It should be noted that commission may be payable to third parties on the sale of goods or purchase through the Website.
    • While the Association will try to ensure that all prices on the Website are accurate, errors may occur. If the Association's discovers an error it shall inform the member as soon as possible and give him / her with the option of reconfirming his / her order at the correct price or cancelling such order. If a member cancels and has already paid for the goods or services, he / she will receive a full refund unless otherwise stated.
    • Specific terms and conditions may apply to these purchases. If these purchases are with one of the Association's related group companies, the name of that company shall be included in the expressions "we/us" in these Terms and Conditions. In the case of conflict, the specific terms and conditions shall apply. In relation to some users you may have a statutory right to cancel a good or service within a certain period. Nothing in these Terms and Conditions excludes that statutory right.
  15. Third Party Sites:
    • Members should be aware that the Website contains links to third party resources and websites on the internet. The Association does not endorse, approve or sanction (unless otherwise expressly stated) nor is it responsible for any third party's products, services, acts or omissions. IMT may receive a commission from third-party suppliers for the provision of services to members but the Association does not act as agent for IMT or on behalf of any third party for whom it provides links or with whom it may have a commercial arrangement. Accordingly, neither party may incur any debt or liability on behalf of the other party.
    • Members should be aware that the Association or IMT may have a financial arrangement with providers in relation to products sold to members by third-parties. Information contained throughout the Website shall not constitute financial, investment or tax advice and under no circumstances shall information be construed as such. The API-Association and IMT are not FSA registered and therefore do not provide advice on any particular financial products through the Website.
    • Members should be aware that clicking on any of the links on the Website will direct you away from the Website and his / her use of any external sites accessed via the Website shall be entirely at their own risk. Whilst every effort is made to ensure that insurance brokers and underwriters linked to the Website are authorised and regulated by the Financial Services Authority it is responsibility of individual members to verify these facts before entering into any financial commitments or agreements.
    • The Association accepts no responsibility for any of the services featured on any external websites or any losses members may suffer or incur through the use of any such services.
  16. Compensation:
    • Members hereby undertake, as a condition of use of the Website, to indemnify the Association of Professional Interims against any loss or damage suffered by the Association of Professional Interims as a result of any breach by a member of any rule or of the Terms of Conditions of use of APInterims.com.
  17. Viruses and Hacking:
    • Members must not misuse the Website by knowingly introducing viruses, Trojans or other material which is malicious or technologically harmful.
    • Members must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer, or database connected to the Website.
    • The Association will not be liable for any loss or damage caused by viruses or any other technologically harmful material that may infect a member's computer equipment, programs, data or other proprietary material due to your use of the Website or to your downloading any material posted on it, or any website linked to it.
  18. Data usage:
    • Members will always be required to supply a user name and password as part of their log-in process to APInterims.com for security and administrative purposes.
    • Members will be required to provide the Association with data such as inter alia, their name, address, email address and job title.
    • Members will also be required to provide other data to complete their personal profile as part of their confirmation of membership application process, such as their number of years' business experience and previous companies, either online through APInterims.com or, as requested by the Association, by email, or by post, in person or telephone.
    • Members may be required to provide additional data from time to time when they request information or publications, sign up for conferences or other Association events, surveys or promotions.
    • When members order certain goods and services from the Association they may be asked for further data such as credit card details and expiry date and to verify the delivery address where relevant.
    • Data about members provided to the Association will be used for the purposes described at the time of collection. It may also be used for the other purposes described under these rules. For instance, Data will be used by the Association to record the Website usage patterns and members' use of the Association's other services, goods and facilities, thus helping the Association to administer these effectively and provide the highest possible level of service and enable the Association to better understand members' needs and interests.
    • Data may be used to send members, by post or by email, any Association publications made available to the Association members including regular monthly newsletters and updates on regional events and activities. It will also be used for Association administrative purposes such as membership renewal reminders.
    • The Association's use of data may involve the Association sharing such data with third party suppliers to the Association such as contractors, agents or professional advisers appointed by the Association to assist the Association in providing services, facilities and products to its members.
    • In no other case, unless obliged to do so by law, will the Association sell, rent, lease or otherwise share members' data with third parties, including the API, unless specific consent has been provided by a member.
  19. Promotional communications
    • Members should be aware that unless they have specifically opted out of receiving such communications their data may be used by the Association for marketing, advertising and promotional purposes ('Promotions'). These Promotions may advertise Association events and other Association services, goods and facilities, some of which may be offered in partnership with specially selected partners of the Association. Accordingly, Data may be shared with such partners solely for the purpose of informing members of such Association events, services, goods and facilities.
    • Other promotional communications may also invite members to participate in surveys or prize events sponsored by third parties. These third parties will have been specially selected by the Association and third party Promotions will not result in members data coming into the third party's possession unless they give express consent to this occurring, for example if they participate in a survey or prize draw or subsequently place an order with the relevant third party. In that event members should check notices supplied by the third party for further information as to how the third party may use their data. Promotional communications may be made by post, facsimile, or email.
  20. Supplementary information
    • Members should be aware that the Association may supplement their personal data with other data about them which the Association has received from third parties (for example, from Saville Consulting and the Open University), provided that they have obtained and shared that data with the Association in a manner that is compliant with all relevant laws and codes. For example, a third party may be used to verify a member's payment details or course participation.
    • The Association may also combine data about members purchasing habits with similar data about them to create a personalised user profile. The Association may then use this to send communications to members which are may be of interest to them.
  21. Maintaining and securing information:
    • The Association aims to keep the data it holds about members secure. The accuracy of the data remains the prime responsibility of the member.
    • Members can visit their Association personal profile if at any time they wish to verify, update or amend any data held about them or if they become aware of possible errors or inaccuracies in that data.
    • Members shall have the right to request access to personal data the Association may process about them, although the Association reserves the right to make a nominal charge in order to conduct the search. If members wish to make such a request they should do so in writing to membership@APInterims.com and include proof of identity and a list of the documentation they require.
    • Members should be aware that the Association places great importance on the security of all data associated with its members, customers, registered users of APInterims.com and other contacts. The Association has security measures in place to protect against loss, misuse or alteration of data under its control. As no transmission over the internet can be guaranteed to be 100% secure, while the Association strives to protect members' personal data, it cannot warrant the absolute security of any data members transmit to the Association online or to any other persons providing products or services online through APInterims.com.
    • Members are responsible for maintaining the security of their passwords and/or any account information in their control
    • IMT as administrators of the Website is registered with the Data Protection Registrar: Registration. No. Z1553753
  22. Surveys:
    • The Association may from time to time invite members to participate in surveys. This may occur online or using other communication channels.
    • Anonymity of individual respondents and protection of personal details will be maintained except where members have expressly granted permission to the contrary.
    • Information gathered through such surveys will be researched and compiled on an aggregated basis and results may be published on APInterims.com or elsewhere. Such results will not identify members without their express permission. The information will be used to help the Association formulate policy positions and to monitor or improve APInterims.com and Association products and services.
  23. Transactions:
    • As part of the Association's commitment to offering members a wide range of products and services, the Association will enable members to make purchases from the Association or sometimes direct from a third party sellers ('Seller').
    • If Members choose to make a transaction direct with a Seller, for instance online through APInterims.com or an Association email, the Association will make it clear that they are being transferred to the Seller. This is important because when members choose to order direct from the Seller, they become their customer and use of data is then the Seller's responsibility and subject to any Privacy Policy which they may have.
    • If members order products or services from the Association of Professional Interims, an outside delivery company where relevant and a credit card processing company, may be used to fulfil the order and process payment. In these instances these companies do not retain, share, store or otherwise use personally identifiable information for any other purpose.
  24. Notification of changes:
    • The Association, through its Board, shall be entitled to modify, amend, alter or otherwise update these rules at any time. Members are encouraged to review these rules from time to time.
    • The Association, through its Board, shall be entitled to modify, amend, alter or otherwise update the site, including logo and colour scheme and other areas affecting the proposition, without notice, so long as the overall material benefits of membership are not substantially adversely impacted.
    • Any changes to the Rules or to the proposition or purpose of the Association will be notified to members via email communication and news articles on www.APinterims.com
  25. Termination of membership:
    • Membership may be terminated for breach of the code of conduct or membership rules.
    • Membership may be terminated for failure to pay membership fees by the due date.
    • Membership may be terminated if false or misleading information is included on application forms or for any other actions which may be deemed by the Board to be harmful or damaging to the interests of the Association.
    • Termination of membership will be determined solely by the Board.
    • No refunds of fees shall be payable on termination of membership.
    • Written notice of intention to terminate will be sent to the member in question by recoded delivery at least 30 days prior to the effective date of termination.
    • Members facing termination may request (within the said 30 day notice period) a personal hearing with the Board to contest its decision to terminate. Such personal hearings will be held within 60 days of the request being received by the Chairman of the Board.

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