Beverage Service Association

CONSTITUTION

NAME

The name of the Association shall be the Beverage Service Association (“the Association”) and the letters BSA may serve in lieu of the full name. It is a Private Limited Company, limited by guarantee and not having share capital. Registered company number 3200562. This Constitution is supplementary to the Company”s Memorandum and Articles of Association.

OBJECTS

2.1

The principal object of the Association shall be to promote and protect the interests of its Members in all matters pertaining to the sale, service and distribution of beverage products and systems (“our Industry”) in the United Kingdom.

2.2

The objectives of the Association shall be to:

2.2.1.

Provide our Industry with a platform to:

i)	speak with a unified voice on issues affecting our market.
ii)	ensure that media coverage of our Industry is presented in a balanced way.

2.2.2

Act as a point of contact for information on our Industry and encourage and stimulate the exchange of ideas beneficial to our Industry and to our customers.

2.2.3.

Identify issues of concern to Members of the Association and make representations on its behalf to UK Government e.g. European Parliament, Commission and any other legislative bodies.

2.3

Code of Practice

The Association shall adopt a Code of Practice. The Code’s aim will be:

2.3.1.	to enhance the image of the Industry
2.3.2.	to introduce quality standards for products, service and equipment provided by the Members.

DIRECTORS

3.1

The Association shall have a minimum of two directors, with no maximum.

3.2

At the first Annual General Meeting (AGM) all directors shall retire from office, and every subsequent AGM 50% of the directors shall retire by rotation. If the Association does not fill the vacancy, the retiring director shall, if willing, be deemed to be re-appointed.

3.3

All directors shall automatically be officers on the Executive Committee.

MEMBERSHIP

4.1

There shall be eligibility for Membership of the Association any firm, individual or corporate body who is:-

4.1.1.	actively engaged in our Industry
4.1.2.	accepted by the Association for Membership of the Association.

4.2

The founding Members (as specified on Schedule 1) having proposed officers for the Associations’ Executive Committee voted in the officers, who shall hold office for an initial period of one year commencing May 1st 1996, after which, voting shall take place at the Annual General Meeting for all Executive Committee positions. Officers may be released from office after giving the Secretary three months notice of his/her intention to stand down. An officer is not deemed to be a director.

4.3

Subject to the foregoing, subsequent Members shall be proposed by one existing Member and then elected by simple majority by the Executive Committee who shall have absolute discretion in the matter.

4.4

A Member may be expelled from the Association if:-

4.4.1.	The Member brings the Association into disrepute
4.4.2.	The Member, or the Organisation of which the Member is a Director, Partner or employee goes into liquidation or receivership, either voluntary or forced.
4.4.3.	Consistently and repeatedly fails to comply with the Association’s Code of Practice or acts in an unethical business manner.
4.4.4.	Fails to pay the annual subscription within 60 days of it becoming due, or any other debt owed to the Association.

4.5

A Member may be expelled by not less than 80% voting of the Executive Committee, and all decisions of the Executive Committee shall be final on any Members expulsion. No subscriptions shall be refundable in the event of expulsion.

4.6

A Member may withdraw from the Association at any time on giving to the Secretary not less than 7 days notice in writing. Membership shall not be transferable and shall cease on death in the case of an individual (non-Corporate Member).

4.7

The liability of Members is limited, and every Member undertakes to contribute to the assets of the Association, in the event of the Association being wound up while he is a Member, or within one year after he ceases to be a Member, for the payment of debts and liabilities contracted before he ceases to be a Member, such amount as may be required not exceeding one pound.

MANAGEMENT

5.1

The business and affairs of the Association shall be managed by the Executive Committee.

5.2

Subject to the provisions of this Constitution, the Executive Committee shall meet together for the despatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit.

5.3

The principal office of the Association shall be at a location as may from time to time be designated by the Executive Committee of the Association.

5.4

All officers shall serve without remuneration, but may at the discretion of the Executive Committee, be reimbursed expenses wholly incurred for work on behalf of the Association.

CONTRIBUTIONS TO ASSOCIATION’S FUNDS

6.1

Annual or other contributions to Association funds (if any) payable by Members shall be determined by the Executive Committee (in accordance with paragraph 4). The Membership year shall run from 1st May until the 30th April. Members elected to Membership during any accounting period shall pay a pro rata amount based on full months remaining in the membership year.

6.2

Any Members who fail to pay their contribution when the same becomes due or within such further time as the Members may allow shall forfeit all rights and privileges of Membership. A Member who from any cause ceases to be a Member of the Association shall not be entitled to a return of any contribution or other sums paid by them to the Association.

GENERAL MEETING

7.1

All general meetings other than Annual General Meetings (AGMs) shall be called an Extra Ordinary General Meeting (EGM).

7.2

An Annual General Meeting (AGM) of the Association shall be held once in every calendar year and not more than fifteen months after the preceding Annual General Meeting and may be called by the Executive Committee at which:

7.2.1.	A report of the activities of the Association during the preceding year by the Chairman.
7.2.2.	A statement of accounts showing receipts and disbursements during the twelve months ended 30th April in the previous year by the Honorary Treasurer, together with the correctness thereof being certified by the Chairman and another Executive Committee Member.
7.2.3.	Voting in of the Executive Committee for the following year. Nominations for Committee position to be supported by a proposer and seconder and decided by simple majority.

7.3

An AGM and EGM may be called at 21 days notice for the purpose of passing a special resolution. All other EGMs shall be called with at least 14 days clear notice unless agreed by a majority in number of the members entitled to attend and vote being a majority together holding not less than 95% of the total voting rights. Notice of all meetings will be made to all Members by the Secretary, specifying the time, place together with any proposals. Accidental omission shall not invalidate proceedings.

7.4

Voting at the AGM or EGM shall be by show of hands, each Member present having one vote. All questions arising as a Member of the Association, including (but not limited to) questions concerning alterations of the Constitution, shall be decided by not less than a three-quarters majority of the Members present and voting provided that not less than 21 days notice in writing of any such proposals shall have been given to all the Members.

QUORUM AND VOTING

8.1

No business shall be transacted at any meeting of the Association unless a quorum is present. A quorum shall be:

8.1.1	Three Members or one-tenth of the Members whichever is the greater for an AGM or EGM.
8.1.2.	Five Committee Members for an Executive Committee Meeting

8.2

In the event the Chairman is absent an alternative shall be appointed for that meeting by simple majority.

SECRETARIAT

The administration of the Association shall be a paid person or organisation to be called the Secretariat, appointed by the Association, and directly responsible to the Executive Committee. The Secretariat shall give the required Notices, keep the Minutes of Meetings, maintain all records, including books of account, and generally all other duties designated by the Executive Committee from time to time.

10.

DISSOLUTION

10.1

The Association may be dissolved by a special resolution passed in accordance with the provisions of clause 7 above provided that not less than 21 days notice in writing of any such proposal shall have been given to all the Members.

10.2

If upon the dissolution of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall be paid to and distributed amongst those who immediately prior to dissolution were the Members pro rata to their subscriptions paid in the year in which dissolution occurs (or, if no such subscriptions were paid in such year, in the last year in which subscriptions were paid.

11.

LIABILITY

Neither the Association nor any of its officers, servants or agents shall be held legally responsible, whether or not negligence is proved, for any advice, information or material supplied in good faith by or on behalf of the Association to any Member.

JUNE 1997