The Association shall be called “The British Potato Trade Association”.
The objects of the Association shall be:-
(a) To promote the rights and interests of its Members, and to foster, develop and protect the Potato Trade in whatever manner may be deemed expedient.
(b) To promote and encourage amongst persons engaged in the Potato Trade, the adoption and observance of rules, usages and customs, having for their object the decrease of the risks of persons engaged therein and the abolition of unfair competition therein.
(c) To prosecute or defend all such cases as in the discretion of the Association shall appear fit to be prosecuted or defended in the general interests of the Potato Trade within the financial reserves of the Association.
(d) To promote, support or oppose any Marketing Scheme, Parliamentary Bill, Governmental Order or European Commission Regulation or Directive or any amendment thereof which in any way affects or is likely to affect the Potato Trade and to attend and support or oppose and give necessary evidence at any inquiry in connection with any such Marketing Scheme, Parliamentary Bill, Governmental Order or European Commission Regulation or Directive or any amendment thereof.
(e) To affiliate with or become members of any other body or Association having amongst its objects the interests of the Potato Trade.
(f) To assist its Members in settling any disputes with each other, or other persons.
(g) To make available to its Members Conditions of Sale/Purchase and Rules of Arbitration which are copyright, the rights being vested in the Association.
(h) To encourage, promote and organise social functions.
(i) To promote, encourage and organise educational activities relevant to the potato industry and beneficial to the Members.
(j) To undertake and perform any work, services, representation or administration that may be delegated or entrusted to it by any Act of Parliament, Government Department, European Commission Regulation, any Board acting under any Marketing Scheme, or other official or unofficial Body, and to co operate with any such Government Department, Board, Body or with Growers, Merchants or others on all matters affecting the general and common interests of the Potato Trade.
(k) To do everything that may be incidental or conducive to the attainment of the above objects, or any of them.
Membership shall be open to any person, company or partnership firm engaged in the selling or processing of potatoes. In the case of a group of associated companies only one membership shall be applicable per group. Council may, as it sees fit, permit Associate Membership, Branch Membership or Honorary Life Membership to such persons, companies or partnership firms not necessarily engaged in the selling or processing of potatoes. Only full Memberships carry voting rights and are eligible for election to Council.
4. Every candidate for election to Membership shall be proposed in writing to the Council by two Members of the Association. The election of every candidate shall, if considered desirable, be decided by the Council by ballot, and two black balls in nine shall exclude. Every Member shall upon election be furnished with a copy of this Constitution and be bound thereby.
5. Any Member may relinquish membership on giving three months’ notice in writing to the Secretary prior to the end of the Association’s financial year but shall remain liable for a share of all obligations of the Association undertaken or entered into prior to the date of such notice.
6. Any Member relinquishing membership shall cease to have any interest or claim on the funds or property of the Association.
7. Any Member may be expelled at any General Meeting of the Association through any cause which such Meeting shall consider sufficient, provided that seven days’ notice shall be given to such Member of the proposal to expel such Member and of the grounds thereof, and that a majority of two-thirds of those present and voting at such meeting shall vote for such expulsion. The Council shall have power at their own discretion to suspend a Member until the next General Meeting of the Association.
The Office Bearers of the Association shall consist of a President, Vice-President, Deputy Vice-President, who shall each be appointed to hold office for a two year term of office commencing at the Annual General Meeting of the Association as follows:-
(a) President, Vice-President and Deputy Vice-President. The President, Vice-President and Deputy Vice-President shall each be appointed from their own number by the Members of the Counci1 at the Meeting of the Council to be held immediately before the Annual General Meeting. The immediately preceding past President shall be an ex officioMember of the Council for a term of two years.
(b) Treasurer and Secretary. The Treasurer and Secretary shall be appointed by the Council. The appointee will be based to reflect the geographical location of the Association’s functions and will in addition to the roles of Secretary and Treasurer act as General Manager in relation to affairs of the Association. It shall be competent for the Council to appoint an Assistant Secretary. The remuneration of these officers or officer shall be fixed annually by the Council. Except as hereinbefore provided for, in the event of any vacancy occurring during the two year term of office the Council shall have power to fill the same by interim appointment for the remainder of the term office.
9. Council shall appoint Accountants or two representatives of Members of the Association to examine and sign-off on the Annual Report and Accounts for the ensuing year. Such appointment shall be approved by the members at the AGM or EGM.
The affairs of the Association shall be under the management of:-
The Council. The Council shall comprise the President, Vice-President, Deputy Vice-President, Immediate Past President and eleven (or such other number as may be determined by the Council from time to time) other Members who will be elected by Members of the Association by postal ballot immediately prior to the Annual General Meeting. One third of Council Members shall retire annually in rotation but shall be eligible for re-election. In the event of the President, Vice-President or Immediate Past President becoming due for retiral his retiral shall be delayed until the end of his term of office. The Council shall have full executive power to act on its own behalf on all matters. The Council will meet as often as required. The Council shall have power to co-opt additional Members including Associate, Branch and Honorary Life Members. When co-opting Members to Council, Council should endeavour to achieve a fair balance of representation of the membership on the Council. Associate, Branch or Honorary Life Members co-opted to Council attend in an advisory role and do not enjoy voting rights.
11. In case any Council Member shall die, resign or be removed or otherwise cease to act prior to his normal date of retiral the remainder of the Council may appoint a person to fill the vacancy pending the next election of Council Members. No person shall be eligible as a Member of the Council unless he is a Member of the Association in his own right or is a Director or Senior Executive of a company or partner or Senior Executive of a firm or is appointed by such company, partnership or firm, which is a Member of the Association. It shall not be competent for more than one representative of a Member to sit on the Council at the one time.
12. The Counci1, of whom six voting members shall form a quorum, shall meet for the despatch of business at such times and places as they may think fit. Unless otherwise stated herein, all questions arising at Council Meetings shall be decided by a majority of votes of the Members present. The location of the meetings should reflect the geographical distribution of the functions of the Association.
13. Meetings of the Council shall be called by the Secretary on the requisition of the President of the Association or of any three Members of the Council. Seven days’ notice at least shall be given of all such meetings.
The Council shall manage and conduct the business of the Association according to the Rules provided for the government thereof, and shall in all things act for and in the name of the Association; and all acts and orders under the powers delegated to it shall have the like force and effect as the acts and orders of the Association at General Meeting.
15. The Council shall cause proper books to be kept, appoint and remove, at will, the Association’s Bankers, present a Report of the proceedings of the Association during the preceding year at the Annual General Meeting, summon the Annual General Meeting, summon Extraordinary General Meetings whenever it considers it necessary or desirable so to do, and generally to do all such other acts and things in connection with the affairs of the Association as it may consider necessary or desirable.
16. The Council shall have power to appoint Sub-Committees consisting wholly or principally of such Members of its own body, or of the Association, or such other persons as it may from time to time think fit for the purpose of considering and reporting to the Association on the subjects committed to it, or to attend conferences or other meetings on behalf of and in name of the Council, or the Association, and the Council may, when it thinks it desirable, delegate any of its powers to any such Sub-Committees. Any Sub-Committee so appointed shall conform to any regulations that may from time to time be prescribed by the Council. The executive power and responsibility of any such Sub-Committee shall be subsidiary to the executive power and responsibility competent to the Council.
17. The Council may from time to time dissolve any Sub-Committee or standing Committee appointed by it or remove any Member therefrom and fill any vacancy therein and may increase or diminish the number of any such Sub-Committee.
18. The Council shall have power to prescribe Arbitration Rules to be adopted in connection with proceedings in Arbitrations for the settlement of Disputes between Members of the Association.
19. The Council, without prejudice to its general powers, shall have power, in the name of and on behalf of the Association and from time to time at its discretion, to borrow any sum or sums of money for the purposes of the Association but only up to a total maximum amount borrowed at any one time of TWO THOUSAND POUNDS (£2,000.00), excluding accrued interest, and that upon such terms and in such manner as it may think fit.
The President may convene an Extraordinary General Meeting at any time, and the Secretary thereupon shall or when directed so to do by the Council, or when so requested in writing by any six Members (which request shall state the business to be transacted at such Meeting) summon the same. Unless otherwise provided for herein fourteen clear days’ notice shall be given and such notice shall state the business proposed to be transacted thereat.
21. An Annual General Meeting shall be held in June or early July of each year or at such date as the Council may determine. At said Annual General Meeting a Statement of Accounts and the Annual Report of the Association for the preceding year shall be submitted by the Treasurer. A Report of the Council of the proceedings of the Association during the preceding year shall also be submitted. At least fourteen days’ notice of the Annual General Meeting shall be given to all Members of the Association
22. The quorum for all General Meetings shall be fourteen Members present in person or by proxy and entitled to vote. If at any General Meeting a quorum is not present within half an hour of the appointed time the meeting shall be dissolved or adjourned at the discretion of the Chairperson of the Meeting.
23. At General Meetings each person, partnership firm or company engaged in the selling or processing of potatoes and being a Member of the Association shall have one vote. All persons, partners of firms or Directors of Companies enrolled as Members of the Association or the representatives of any such person, firm or company duly authorised in may attend and take part in the discussions at General Meetings but the voting power of the person, partnership firm or company shall be exercised by one representative only.
24. Members three months in arrears with their subscriptions or any other sums payable by them to the Association, and which they have been asked to pay, shall not be eligible for office or as a Member of the Council or a Sub-Committee thereof nor entitled to vote at any Meeting of the Association until their arrears are paid.
25. At all General Meetings and Meetings of the Council the President, whom failing, the Vice-President, whom failing, the Deputy Vice-President, shall preside and in the absence of all three the Meeting shall elect a Chairman. In case of an equality of votes the Chairman shall have a deliberative as well as a casting vote.
The Secretary/Treasurer shall keep the books and have the custody of all papers and documents of the Association; summon all Meetings at the request of Council; attend them and take Minutes of the proceedings thereat; keep a Roll of Members; conduct all correspondence and generally discharge the duties connected with such office. The Secretary/Treasurer shall have the custody of all monies belonging to the Association; collect all subscriptions; keep an account of all sums received and paid by him/her on account of the Association; when the cash in hand shall exceed £50 pay the same into such bank account as the Council for the time being shall appoint; submit the Accounts and Bank Pass Books to the Council for inspection whenever required by them. He/she shall have the responsibility to prepare and present budgets to Council and have the day-to-day authority to authorise expenditure within the limits set by Council. He/she shall prepare and present to the appointed Accountants or external examiners prior to the Annual General Meeting the Balance Sheet and vouchers and act generally under the control and discretion of the Council.
Subscriptions in respect of Membership of the Association and the date on which the same shall fall due shall be determined from time to time by the Members of the Association in General Meeting.
28. The normal administrative and routine expenses of running the Association shall be paid out of annual income, including investment income and subscriptions.
29. The financial year of the Association shall terminate on 31st March each year or such other date as the Council shall determine.
30. Any Funds not required for immediate disbursement may in the discretion of the Council be invested in trust for the Association in any way competent to Trustees by law or by way of loan on bond, mortgage, receipt, obligation or acknowledgement of any public body, institution, incorporation or company.
31. The property, effects and money comprising the capital of the Association shall belong to the Members of the Association equally during Membership but the rights and interests of every Member shall be personal and shall not be assignable nor arrestable nor pass to heirs, executors or creditors. The liability of Members shall be in proportion to their respective subscriptions for the current year.
32. In the event of the Association being dissolved in terms of Clause 38 hereof, the property, effects and money thereof shall be made over absolutely to such Charitable Organisation as shall be determined by the Members of the Association in General Meeting.
Members shall be entitled to a refund of any expenses incurred by them with the advice and approval of the Council in connection with the affairs of the Association. Travelling by council members to attend council meetings will not normally be considered an expense.
34. Members may, from time to time in General Meeting, by a majority of votes of Members present and voting make such regulations, rules and conditions for the dealing of its Members with Growers, Merchants and Retailers provided Members shall be given not less than fourteen days’ prior written notice of such proposed regulations, rules or conditions.
The foregoing Clauses shall form the Constitution and Rules of the Association and shall be altered only at a General Meeting of the Association called for the purpose, provided always that fourteen days’ prior notice shall be given to every Member of the Association of such proposal for amendment, but no alteration shall be made unless approved by a majority of two-thirds of Members present and voting at such General Meeting.
The Council shall have power from time to time to make such Bye-Laws as it may consider necessary, provided always that such Bye-Laws are consistent with the Constitution and Rules and receive the sanction of the Association at a General Meeting.
The Association may at any time be dissolved by the consent of two-thirds of the Members present and voting at a General Meeting of the Association duly convened for that purpose, provided always that fourteen days’ notice shall be given to every Member of the Association of such proposal to dissolve the Association.