Association Constitution

Association Constitution

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NBKA Constitution 11th March 2023

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Constitution of Northamptonshire Beekeepers Association as amended on 9th April 2022

1. Commencement: 
This Constitution shall operate immediately upon adoption and shall supersede all Constitutions and Rules previously in force.

2. Name:
The name of the Association shall be the Northamptonshire Beekeepers’ Association (hereinafter called the Association)

3. Objects:
The object of the Association shall be to advance the education of the public in Apiculture in the County of Northamptonshire.

4. Powers: 
In furtherance of the said object but not further or otherwise the Association may:-

a) Promote and organise co-operation in the achievement of the said objects, locally, nationally and internationally and to that end may bring together in conference representatives of associations, organisations, Government Departments, Statutory Authorities and individuals engaged in the furtherance of same.
b) Promote and carry out or assist in promoting and carrying out research, surveys and investigations and to publish results thereof.
c) Arrange and provide for or assist in arranging and providing for the holding of;
 i) Meetings, lectures, seminars, conferences, shows, exhibitions, training courses and other educational activities,
ii) Examinations for members to test their proficiency in the subject of Apiculture,
iii) Competitions for members and non-members.
d) Award certificates, trophies and prizes.
e) Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having objects similar to some or all the objects of the Association whether within or outside the United Kingdom.
f) Undertake, execute, manage or assist any charitable trusts, which may lawfully be undertaken, managed or assisted by the Association.
g) Procure to be written and print, publish, issue and circulate gratuitously or otherwise such papers, bulletins, newsletters, books, periodicals, pamphlets, programmes or such other documents or films as shall further the said objects.
h) Purchase, take on lease or exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects, and construct, maintain and alter any buildings or erections necessary for the work of the Association.
i) Subject to such consent as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association.
j) Raise funds and invite and receive contributions from any person or persons whatsoever by way of grants-in-aid, subscription, donation, legacies or such other lawful means provided that the Association shall not undertake any permanent trading activities in raising funds for its charitable objects; borrow money for the said objects on such terms and on such security as shall be thought fit subject to such consent as may be required by law.
k) Procure contributions to the Association by personal or written appeals, public meetings or otherwise.
l) Invest the moneys of the Association not immediately required for its objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law.
m) Do all such other lawful things as shall further the said objects.

5. Number of members:
The number of members of the Association is unlimited.

6. Membership:
Any person living within or without the County of Northamptonshire shall be eligible for membership but the Association may in its absolute discretion acting through the Executive Committee and without having to give a reason, refuse to admit to membership any applicant whom they shall consider not to be a fit and proper person to be so admitted.

7. Membership Application; 
Applications for membership shall be made in a form approved by the Executive Committee.

8. Undertaking to observe Rules: 
Every applicant for membership shall undertake to observe and be bound by the rules of the Association.

9. Classes of Members:
There shall be the following classes of members, namely; Registered, Partner, Country, Junior, Honorary and Honorary Life.
a) Registered Member shall be any person of 18 years of age or over.
b) Partner Member. shall be any person of 18 years of age or over who resides at the same address as a registered member.
c) Country Member shall be any person of 18 years of age or over who does not keep bees.
d)Junior Member shall be any person under 18 years, whose beekeeping activities are supervised by a Registered or Partner Member.
e) Honorary Member shall be any person so admitted by the members present and voting on a resolution brought by the Executive Committee at a General Meeting who by reason of their position or their eminence in the field of Apiculture, or of their experience in matters relating to Apiculture, may appear to be able to render assistance in promoting the objects of the Association; such persons shall remain Honorary Members at the pleasure of the Association.
f) Honorary Life Member shall be any person so admitted by members present and voting on a resolution brought by the Executive Committee at a General Meeting who having been a member of the Association for not less than ten years have rendered valuable and distinguished service in the field of Apiculture or in particular to the Association.
g)School or Educational Member shall be an individual employed by a school for
whom a membership fee has been paid and for whom a contact name and school
address has been provided.
h)Corporate Member shall be a corporate or institutional body that wish to support
wholly or in part the work of Northamptonshire Beekeepers’ Association.

Junior and Country and Corporate members are not eligible to hold office or serve
on any committees and have no vote.

10. Benefits of Membership:   
Except as precluded herein members of whatever class shall be entitled to enjoy all the benefits and privileges which membership of the Association bestows. School or Educational members have the same rights as Registered members except that they have no Public or Product Liability insurance.

The members present and voting on a resolution brought by the Executive Committee at a General Meeting shall determine any fees and subscriptions applicable to each class of membership. Annual subscriptions shall be paid on or before the 1st day of January in every year except as provided in clause 12.
Honorary Members and Honorary Life Members, shall be exempt from the payment of any fees or subscriptions.

12. New Member: 
A person on admission shall forthwith pay the full annual subscription for the current calendar year applicable to his class of membership. When admitted on or after the 1st October in any year such subscription shall be deemed to expire on the 31st December in the next following calendar year.

13. Penalty for non-payment: 
A member of any class whose annual subscription remains unpaid by the last day of February shall be deemed to have terminated their membership. No member shall be entitled to vote at any meeting until their current annual subscription has been paid in full.  No payment for membership shall be recorded as made until it has been received by the Treasurer and should any payment for membership be cancelled, it shall be deemed to have not been made.

14. Honorary Officers:  
a) The Association may appoint a President to serve as an Honorary Officer of the Association. Any vacancy in this office may be filled at the next following Annual General Meeting.
b) The Association at its Annual General Meeting shall elect from its membership the following Honorary Officers, namely a Chairman, an Honorary Secretary, and an Honorary Treasurer.
c) These appointments shall be for a term of one year. Each Honorary Officer shall be eligible for re-election except that the President and Chairman shall not be eligible to serve in their respective offices for more than 3 consecutive years.
d) The Honorary Secretary shall ensure that the administration of the Association is carried out in the most efficient manner in the interests of members of the Association and he/she shall ensure that the resolutions of the Executive Committee and of General Meetings of the Association are interpreted correctly and put into effect without delay.
e) The Honorary Treasurer shall ensure that adequate accounts and records are kept of the Association’s financial and contractual transactions and shall advise the Association and keep the Association advised on all matters of finance.
f) The Honorary Secretary and the Honorary Treasurer shall be ex-officio members of all Sub-Committees.

15. Executive Committee:
a) The management of the Association shall be vested in an Executive Committee comprising the Honorary Officers of the Association together with 10 persons elected by the Association at its Annual General Meeting from its membership who shall retire annually but shall be eligible for re-election. The Executive Committee as charity trustees have control of the Association and its property and funds.

b) At its first meeting following the Annual General Meeting the Executive Committee shall elect a Vice-Chairman from among their number. Such person shall be eligible for re-election but shall not be eligible to serve as Vice-Chairman for more than 3 consecutive years.

c) The Executive Committee shall meet at such times as deemed necessary. The Chairman may call a meeting at any time whenever business of an urgent nature shall so require, or when any three members of the Executive Committee shall, by notice in writing, require him to call a meeting within 10 days after receipt by him of such notice stating the general nature of the business to be transacted. All members of the Executive Committee shall be given not less than 7 days notice in writing of all Executive Committee meetings together with an agenda of the business to be conducted thereat.

d) The attendance record of all members at Executive Committee meetings shall be recorded and published annually for nomination purposes at the Annual General Meeting.

e) Executive members are not empowered to appoint deputies to the Executive Committee.

f) No employee of the Association shall be a member of the Executive Committee but they may be invited to attend meetings in a non-voting advisory capacity.

16. Nominations:           
Nominations from members of the Association for either Honorary Officers or members of the Executive Committee must be in writing signed by a proposer and seconder and must be in the hands of the Honorary Secretary at least seven days before the date of the Annual General Meeting. Should nominations exceed vacancies, elections shall be by ballot. Every member who is not disentitled to vote by virtue of the provisions of clause 9 or clause 13 shall be eligible to stand for election and/or act as a proposer or seconder except that no person who is prohibited from acting as a trustee of a Charity by virtue of section 72 of the Charities Act 1993 or any statutory re-enactment or modification of that provision may stand.

17. Powers of the Executive Committee:
The Executive Committee shall have the power:-

a) to fill casual vacancies, except as precluded by clause 14(a), arising among the Honorary Officers or on the Executive Committee from the membership of the Association. Such appointments shall expire at the next Annual General Meeting.

b) to co-opt up to three additional members as deemed necessary to serve on the Executive Committee. Co-options shall expire with the election of a new Executive Committee or on the completion of the work of such co-opted members whichever is the sooner.

c) to appoint Sub-Committees as deemed necessary to deal with special matters whether of an urgent nature or otherwise provided that all acts and decisions of any Sub-Committees appointed shall be reported back to the Executive Committee as soon as possible. The Executive Committee shall determine the terms of reference, duration and responsibilities of such Sub-Committees and the time in which they shall report. Sub-Committees shall appoint their own chairman from among their number. Subject to the approval of the Executive Committee a Sub-Committee may co-opt persons having special knowledge or experience who need not necessarily be members of the Association, subject to the number of co-options not exceeding a half membership of the Sub-Committee.

d) to approve or reject applications for membership, and for good and sufficient reason terminate the membership of any member provided that the member concerned shall have a right to be heard by the said Executive Committee before a final decision is made.

e) to prepare any resolution to be brought to a General Meeting.

f) to appoint from among their number, members to represent the Association on bodies and organisations to which the Association is affiliated or otherwise and determine the terms of reference of such persons.

g) to appoint, as deemed necessary, from among their number a Programme Secretary, a Publicity Officer, a Membership Secretary, a Swarm Co-ordinator, an Editor, a Librarian, a Show Secretary, a Steward and make such other appointments from among their number as deemed fit.

h) to appoint staff and determine their remuneration.

i) to appoint or determine the appointment of a custodian trustee or Trust Corporation of not less than three persons to act as trustees for the purpose of holding any monies or property belonging to the Association.

j) to determine, except as precluded herein, the date, time and place of meetings of the Association.

18. General Meetings:
The General Meetings of the Association shall be as follows, namely the Annual General Meeting and Special General Meetings:-

a) The Annual General Meeting of the Association shall be held in March or as soon thereafter as practicable, provided that every such meeting shall be held not more than 15 months after the date on which such preceding meeting was held.

At the Annual General Meeting the members shall receive the Trustees Annual Report and Accounts; receive the reports of representatives on outside bodies; elect the Honorary Officers of the Association and the members of the Executive Committee; appoint an auditor or independent examiner for the Association where required and discuss and determine any issues of policy or deal with any other business put before them.

b) A Special General Meeting of members may be called at any time at the discretion of the Executive Committee, for any specific purpose relating to the direction and management of the affairs of the Association other than such business as shall be dealt with at the Annual General Meeting, and the Executive Committee shall at all times call such a meeting on a requisition received by the Honorary Secretary of the Association in writing signed either by five members of the Executive Committee or by thirty members entitled to vote thereat, specifying the general nature of the business to be transacted.

All meetings convened by requisitions shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Executive Committee. Any reasonable expenses incurred by the requisitionists by reason of the failure of the Executive Committee duly to convene a meeting shall be repaid to the requisitionists by the Association.

19. Notice of General Meetings:       
Not less than 21 days notice in the case of Annual General Meetings, and 14 days notice in the case of Special General Meetings, specifying the place, and the hour of the meeting and in the case of special business the general nature of such business, shall be given in the manner hereinafter mentioned.

The accidental omission to give notice of a meeting to, or the non receipt by, any member shall not invalidate any resolution passed or the proceedings held at any meeting.

20. Quorums:   
No business shall be transacted at any General Meeting or Executive Committee Meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum at a General Meeting shall be one tenth of the number of members entitled to vote at the end of the day preceding the meeting. The quorum at an Executive Committee meeting shall be 4 members.

21. Adjournment:  
If within half an hour from the time appointed for holding of any meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned for 14 days, at the same time and place or such other time and place as the Chairman shall appoint, and, if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding such meeting, the members present shall form a quorum.

22. Notice of Adjournment:     
The Chairman may, with the consent of any meeting at which a quorum is present, adjourn a meeting from time to time, and from place to place, as the meeting shall determine. Whenever a meeting is adjourned for thirty days or more, a notice of the adjourned meeting shall be given in the same manner as notice of the original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting. No business shall be transacted at an adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

23. Chairman:               
The Chairman of the Association shall chair every General Meeting. If there be no such Chairman, or, if at any meeting he shall not be present within 15 minutes after the time appointed for holding the same, or he shall not be desirous of presiding, the Vice-Chairman shall preside or a Member of the Executive Committee chosen by Members present shall preside. If no member of the Executive Committee be present, or all members of the Executive Committee present decline to take the chair, the members shall choose one of their number to be Chairman.

24. Mode of deciding resolutions:        At all General Meetings a resolution put to the vote of the meeting shall except as herein otherwise provided, be decided by simple majority on a show of hands, unless before or on the declaration of the result of a show of hands, a ballot be demanded by the Chairman (whether as an individual member or as representing the Executive Committee) or by at least 5 members present and entitled to vote. Unless a ballot be so demanded an actual count of hands for or against the resolution shall be taken and the Chairman of the meeting shall announce the number of votes cast and that the resolution has been carried or lost. Such announcement shall be of the number present and the votes cast and an entry shall be recorded in the minute book of the Association and shall be conclusive thereof, without proof of the proportion of the votes recorded in favour of, or against, such resolution.

A resolution put to the vote at an Executive Committee meeting shall be decided by a simple majority on a show of hands, but a ballot of the members present shall be taken on the demand of three members present and entitled to vote.

25. Ballots:   
a) A ballot shall be taken by the means of voting papers distributed to all members personally present and entitled to vote at a General Meeting.

b) Two members shall be appointed scrutineers. The scrutineers shall report to the Chairman of the meeting the total number of voting papers received, the number rejected and the grounds for rejection, the total number of votes cast in favour of each candidate or the total number of votes cast for or against a resolution.

26. Chairman’s casting vote:   
In the case of equality of votes, either on a show of hands or at ballot, the Chairman of any meeting shall be entitled to a further casting vote.

27. Votes of Members:  
Every member who is not disentitled to vote by virtue of the provisions of clause 9 or clause 13 shall, whether on a show of hands or upon a ballot, be entitled to one vote at any meeting.

28. Minutes:                  
The Executive Committee shall cause proper minutes to be made of the proceedings of all Executive Committee meetings and General Meetings of the Association and all business transacted at such meetings, and such minutes of any meetings if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be conclusive evidence without further proof of the facts stated therein.

29. Expenses of committee members:
Every member of the Executive Committee or any Sub-Committee thereof shall be entitled to be indemnified by the Association against all reasonable costs, charges and expenses incurred by him out of and in the course of the execution and discharge of his duties always provided that all such expenditure has received the prior approval of the Executive Committee.

30. Notices to Members :
a) Notice may be served by the Association upon any member, either personally or by sending it prepaid through the post or electronically, addressed to the last known address of the member.

b) Any notice, if served through the post, shall be deemed to have been served on the expiration of 48 hours after being sent, and in providing such service it shall be sufficient to prove that the notice was properly sent.

c) Any notice sent to a Registered member shall be deemed to have also been sent to any Partner member associated with that member.

31. Affiliation:               
The Association may accept affiliation by or affiliate to any independent self-governing organization as the members present and voting at a General Meeting of the Association deem fit.

32. Finance:   

a) All bank accounts shall be in the name of the Association

b) Cheques on the Association’s Bankers shall be signed by the Honorary Treasurer and by another authorised person as resolved by the Executive Committee. In the case of urgent payments when the Honorary Treasurer is not available then they may be signed by another Honorary Officer and one other authorised person.

c) All money which may be received from time to time for or on behalf of the Association by any Honorary Officer or other representative of the Association shall, except as stated below, be remitted forthwith to the Honorary Treasurer or to the Association’s bankers. The Executive Committee may authorise other persons acting on behalf of the association to retain sufficient funds to maintain an operation for which they have been given responsibility by the Executive Committee.

d) The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects and purposes of the Association as set forth herein, and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonuses or otherwise, howsoever, by way of profit, to any member of the Association provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any Appointed Officer or servant of the Association, or to any member of the Association, not being a member of the Executive Committee, in return for services actually rendered to the Association or the repayment of reasonable out-of-pocket expenses.

33. Association Audit Year:     
The Association’s financial year shall be from the 1st day of January to the following 31st day of December. Once at least every year the accounts of the Association shall be audited or independently examined where required.

34. Alterations to the Constitution:     
Alterations to this constitution and rules shall receive the assent of two-thirds of the members present and voting at a General Meeting. A proposal for the alteration of the constitution and rules must be received by the Honorary Secretary of the Association at least 21 days before the meeting at which the proposal is to be brought forward. At least 14 days notice of such a meeting must be given by the Honorary Secretary to the members and must include notice of the alteration proposed. Provided that no alteration shall be made to clause 2 (objects), clause 35 (dissolution) or this clause, until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained; and no alteration shall be made which would have the effect of causing the Association to cease to be a charity at law.

35. Dissolution:             
The Association may be dissolved by a resolution passed by a two ­thirds majority of those present and voting at a Special General Meeting convened for the purpose of which 21 days notice shall have been given to the members. Such resolution may give instruction for the disposal of any assets held by or in the name of the Association provided that if any property remains after the satisfaction of all debts and liabilities such property shall not be paid to or distributed to the members of the Association but shall be given or transferred either to the British Beekeepers’ Association (charity number 212025) to hold on trust to advance the education of Apiculture in Northamptonshire or to such other charitable institution or institutions having objects similar to some or all of the objects of the Association as the Association shall determine and if and in so far as effect cannot be given to this provision then to some other charitable purpose.

36. Defect in Appointment:      
All acts bona fide done by any meeting of the Association or of any Committee of the Association, or by any person acting as a member of the Association, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Committee, or any such person or members acting as aforesaid or that any of them were not qualified at the time of their appointment, or had become disqualified shall be as valid as if such Committee, or person or member of the Association had been duly appointed and was qualified to act.

37. Interpretation:          
The interpretation of this constitution shall be the responsibility of the Executive Committee.

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