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LATA Constitution

Last revised September 2018

ARTICLES OF THE CONSTITUTION OF THE LATIN AMERICAN TRAVEL ASSOCIATION

INDEX TO THE ARTICLES

PART 1
INTERPRETATION

1. Defined terms

PART 2

THE ASSOCIATION

2. Structure of the association

3. Objectives of the association

PART 3

MEMBERS

BECOMING AND CEASING TO BE A MEMBER

4. Membership of the association

5. Classes of membership

6. Applications for membership

7. Membership subscriptions

8. Suspension and termination of membership

MEMBERSHIP RIGHTS AND BENEFITS

9. Full members

10. Associate members

11. Members’ reserve power

12. Calling an Extraordinary General Meeting

PART 4

COMMITTEE

COMMITTEE POWERS AND RESPONSIBILITIES

13. Committee general authority

14. Committee may delegate

15. Delegated authority

DECISION-MAKING BY THE COMMITTEE

16. Committee to take decisions collectively

17. Committee meetings

18. Calling a committee meeting

19. Participation in committee meetings

20. Number of committee members

21. Quorum for committee meetings

22. Chairing of committee meetings

23. Casting vote

24. Conflicts of interest

25. Record of decisions

APPOINTMENT OF COMMITTEE

26. Eligibility for committee membership

27. Role of committee member

28. Appointment to committee at annual election

29. Appointment to committee at times other than the annual election

30. Nomination of candidates to committee at annual election

31. Duration of service

32. Appointment to committee offices

33. Role of chairman

34. Role of vice-chairman

35. Role of honorary treasurer

36. Role of honorary secretary

37. Termination of committee members’ appointment

38. Committee remuneration and benefits

39. Committee expenses

40. Insurance

PART 5

GENERAL MEETINGS

ORGANISATION OF GENERAL MEETINGS

41. Attendance and speaking at general meetings

42. Passing of resolutions at general meetings

43. Chairing general meetings

44. Adjournment

VOTING AT GENERAL MEETINGS

45. Voting: general

46. Errors and disputes

47. Poll votes

48. Content of proxy notices

49. Delivery of proxy notices

50. Amendments to resolutions

PART 6

GENERAL PROVISIONS

51. Finance

52. Honorary auditor

53. Amendments to the articles of the constitution of the association
54. Winding up of the association

PART 1

INTERPRETATION

Defined terms

1. In the articles, unless the context requires otherwise—


“association” means the Latin American Tra
vel Association

bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

committee” refers jointly and severally to the individual members of the committee

document” includes, unless otherwise specified, any document sent or supplied in electronic form;

member” means a member of the association as defined herewithin;

writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

PART 2

THE ASSOCIATION

Structure of the association

2. —(1) The association is an unincorporated mutually-owned organisation, owned by, and run for the benefit of its members.

(2) The association is domiciled in the United Kingdom

Objectives of the association

3. —(1) The objectives of the association include, but are not limited to:

(a) To stimulate the growth of travel to Latin America;

(b) To bring together members of the association to develop a closer working relationship and create a better understanding of travel matters which relate to Latin America;

(c) To share information between members;

(d) To organise promotional events on behalf of members;

(e) To seek to ensure the competitiveness of Latin America in all sectors of tourism;

(f) To improve press coverage and media profile of Latin America;

(g) To improve public awareness of Latin America as a tourism destination;

(h) To inform and to advise Latin American travel suppliers on requirements of the UK and Ireland marketplace;

(i) To encourage increased standards across all aspects of travel in Latin America.

PART 3

MEMBERS

BECOMING AND CEASING TO BE A MEMBER

Membership of the association

4. —(1) Membership of the association is open to businesses and organisations that are engaged in the UK to Latin America tourism industry.

(2) Membership is subject to agreement to abide by any membership rules set out by the association and subject to membership fees being paid up-to-date.

(3) Annual membership runs from the 1st March in each year.

(4) Businesses or organisations that wish to join the association after the 1st March will be required to pay membership on a pro-rata basis.

Classes of membership

5. —(1) The association offers two classes of membership:

(a) Full membership is available to businesses and organisations that are directly involved in the provision of tourism services.

(b) Associate membership is available to organisations that are peripherally involved in the provision of tourism and associated services.

(2) The association reserves the sole right to rule on whether a prospective or current member may be a full or associate member.

(3) The association may, from time to time, vary the membership structure and attached rights. Any variation will be notified in writing and will take effect from the next membership renewal date.

Applications for membership

6. No organisation shall become a member of the association unless—

(a) that organisation has completed an application for membership in a form approved by the committee, and

(b) the committee has approved the application, and

(c) the membership fee has been paid in full

Membership subscriptions

7.—(1) The annual rates of subscription shall be fixed by the committee from time to time.

(2) Subscriptions shall fall due on 1st March each year and shall be paid to the association not later than 31st March in the same year.

Suspension and termination of membership

8.—(1) A member may withdraw from the association at the end of the current membership period by giving 30 days’ notice to the association in writing.

(2) Membership is not transferable.

(3) The committee may suspend or terminate the membership of any of its members who:

(a) fail to conform to the present rules of the association, or

(b) causes moral or material damage to the association or any of its members, or

(c) has not paid the annual association membership fee within 3 months of the date upon which payment is due, or

(d) are subject to a bankruptcy order.

MEMBERSHIP RIGHTS AND BENEFITS

Full members

9. —(1) Fully paid-up full members have the right to:

(a) bear the title, “Member of the Latin American Travel Association, and

(b) use that title in any marketing and promotional material, and

(c) to appoint a delegate to vote at Annual General Meetings, and

(d) to nominate one candidate for election to the committee

Associate members

10. —(1) Fully paid-up full members have the right to:

(a) bear the title, “Associate member of the Latin American Travel Association”, and

(b) use that title in any marketing and promotional material, and

(c) to appoint a delegate to vote at Annual General Meetings, and

(d) to nominate one candidate for election to the committee

(2) For the avoidance of doubt, associate members must always use the phrase “associate member” and never just “member”, which is reserved for use by full members only.

Members’ reserve power

11.—(1) The members may, by special resolution, direct the committee to take, or refrain from taking, specified action.

(2) Such special resolution is required to have been presented and seconded by full members of the association.

(3) The special resolution may be presented for vote at the Annual General Meeting, providing the honorary secretary has been notified of the resolution no less that four weeks before the meeting.

(4) The special resolution may be presented for vote at an Extraordinary General Meeting, called by the members in accordance with the rules herewithin.

(5) No such special resolution invalidates anything which the committee have done before the passing of the resolution.

Calling an Extraordinary General Meeting

12. —(1) Full members of the association may call an Extraordinary General Meeting subject to —

(a) presenting the honorary secretary with a petition requiring that an Extraordinary General Meeting be convened, and

(b) such petition being signed by no fewer than ten percent of the full members of the association, and

(c) the petition comprising the required agenda of the Extraordinary General Meeting and details of any special resolution that is to be presented to the Extraordinary General Meeting.

(2) The honorary secretary shall convene the Extraordinary General Meeting as soon as possible, but not sooner than 30 days nor later than 60 days from the date on which the petition is received.

PART 4

COMMITTEE

COMMITTEE POWERS AND RESPONSIBILITIES

Committee general authority

13.—The committee are responsible for the management of the association’s business, for which purpose they may exercise all the powers of the association.

Committee may delegate

14.—(1) The committee may delegate any of the powers which are conferred on them under the articles—

(a) to such person or group of people;

(b) by such means (including by power of attorney);

(c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions;

as they think fit.

(2) If the committee so specify, any such delegation may authorise further delegation of the committee’s powers by any person to whom they are delegated.

(3) The committee may revoke any delegation in whole or part, or alter its terms and conditions.

Delegated authority

15.—(1) Any person or group to which the committee delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by committee.

(2) The committee may make rules of procedure for any person or group, which prevail over rules derived from the articles if they are not consistent with them.

DECISION-MAKING BY THE COMMITTEE

Committee to take decisions collectively

16. —(1)The general rule about decision-making by the committee is that any decision of the committee must be a majority decision at a meeting.

(2) A decision may not be taken in accordance with this article if the present members do not form a quorum.

Committee meetings

17. —The committee must meet at least once every three months.

Calling a committee meeting

18.—(1) Any member of the committee may call a committee meeting by giving notice of the meeting to the members of the committee or by authorising the honorary secretary to give such notice.

(2) Notice of any committee meeting must indicate—

(a) its proposed date and time;

(b) where it is to take place; and

(c) if it is anticipated that members of the committee participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

(3) Notice of a committee meeting must be given to each member of the committee, but need not be in writing.

Participation in committee meetings

19.—(1) committee members participate in a committee meeting, or part of a committee meeting, when—

(a) the meeting has been called and takes place in accordance with the articles, and

(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

(2) In determining whether committee members are participating in a committee meeting, it is irrelevant where any committee member is or how they communicate with each other.

(3) If all the committee members participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

Number of committee members

20. The number of committee members shall be twelve.

Quorum for committee meetings

21.—(1) At a committee meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

(2) The quorum for committee meetings is seven.

(3) If the total number of committee members for the time being is less than the quorum required, the committee members must not take any decision other than a decision—

(a) to appoint further committee members, or

(b) to call a general meeting so as to enable the members to appoint further committee members.

(4) In the event that the total number of serving committee members is insufficient to form a quorum and the committee has been been unsuccessful in recruiting sufficient additional committee members to form a quorum it must call an Extraordinary General Meeting to seek guidance from the members.

Chairing of committee meetings

22.—(1) The committee meeting shall be chaired by the association chairman.

(2) If the chairman is not participating in a committee members’ meeting within ten minutes of the time at which it was to start, the Vice Chairman shall chair the meeting.

(3)If neither the chairman nor the vice chairman is participating in a meeting within ten minutes of the time at which it was to start the committee members must appoint one of themselves to chair the meeting.

Casting vote

23.—(1) If the numbers of votes for and against a proposal are equal, the chairman or other committee member chairing the meeting has a casting vote.

(2) But this does not apply if, the chairman or other committee members is not to be counted as participating in the decision-making process for quorum or voting purposes.

Conflicts of interest

24.—(1) If a proposed decision of the committee is concerned with an actual or proposed transaction or arrangement with the association in which a committee member is interested, that committee member is not to be counted as participating in the decision-making process for quorum or voting purposes.

(2) But if paragraph (3) applies, a committee members who is interested in an actual or proposed transaction or arrangement with the association is to be counted as participating in the decision-making process for quorum and voting purposes.

(3) This paragraph applies when—

(a) the association by ordinary resolution disapplies the provision which would otherwise prevent a committee member from being counted as participating in the decision-making process;

(b) the committee member’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest.

(4) For the purposes of this article, references to proposed decisions and decision-making processes include any committee meeting or part of a committee meeting.

(5) Subject to paragraph (6), if a question arises at a committee meeting as to the right of a committee member to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any committee member other than the chairman is to be final and conclusive.

(6) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the committee members at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

Record of decisions

25. The committee members must ensure that the association keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the committee members.

APPOINTMENT OF COMMITTEE

Eligibility for committee membership

26.—(1) Any person who is willing to act as a committee member may be appointed to the committee subject to

(a) being an employee of a fully paid-up member, and

(b) there being no other employee of that member appointed to the committee.

(2) Any person who has been appointed to the committee must continue to fulfill the eligibility requirements.

(3) In the event that a committee member no longer fulfills the eligibility requirements then they will be considered to have resigned from the committee with immediate effect.

Role of committee member

27.—(1) The committee are ultimately responsible for the legal and financial activities of the association—

(2) Leadership:

(a) to be committed to the vision, mission and values of the association;

(b) to provide strategic direction, including agreeing and monitoring strategic plans;

(c) to keep informed of the activities of the association and the wider issues that affect its work;

(d) to ensure the work of the association is monitored and evaluated.

(3) Accountability & legal responsibilities:

(a) to ensure the association complies with its constitution;

(b) to ensure the association keeps to the law;

(c) to ensure the association makes efficient use of resources;

(d) to ensure that risks to the association, its staff, and members are at an acceptable level and are effectively managed;

(e) to be accountable to members.

(4) Financial & staff management:

(a) to understand the financial position of the association;

(b) to ensure the association’s finances are properly managed;

(c) to ensure the association operates within its agreed accounting policies;

(d) to ensure adequate financial resources for the association;

(e) to ensure the association is properly insured against all reasonable liabilities;

(f) to ensure the association is a responsible employer and adheres to legislation.

(5) Committee members are required to attend committee meetings and general meetings, as notified by the honorary secretary. The association recognises that committee members may not be able to attend every meeting, in which case the committee member must advice the honorary secretary of their absence in advance of the meeting.

(6) In the event that a committee member does not attend any properly convened meetings for a period of six months the committee may, at its sole discretion, consider the committee member to have resigned from the committee with immediate effect.

Appointment to committee at annual election

28.—(1) The annual election of candidates to vacant committee positions takes place at the Annual General Meeting.

(2) No later than six weeks before the Annual General Meeting, the Honorary Secretary shall advise members of committee vacancies and invite members to submit nominations for vacancies.

(3) Nominations for vacancies must be received no later than four weeks before the date of the Annual General Meeting.

(4) The association shall confirm the validity of each nomination subject to the criteria set out herewithin.

(5) All members that are entitled to vote shall be given the opportunity to vote for a number of candidates equal to the number of vacancies.

(6) Votes may be place in person at the Annual General Meeting, or in advance in absentia.

(7) In the event that the number of candidates to the committee is less than or equal to the number of vacancies, those candidates shall be appointed unopposed to the committee without necessitating a members’ vote.

(8) In the event that there is a tie in the number of votes cast, the chairman of the Annual General Meeting shall have a casting vote.

Appointment to committee at times other than the annual election

29.—(1) In the event that any committee position becoming vacant other than at the annual election, or there are insufficient candidates to fill all available vacancies at the annual election, the committee may fill the vacancy by co-option.

(2) The committee shall be required to solicit applications to the committee from the members, subject to the normal eligibility rules.

(3) In the event that there are more applicants than vacancies the committee shall decide at its sole discretion who to appoint to the committee.

(4) In the event that there are fewer applicants than vacancies the committee shall not be required to fill the vacancies but may, at a later date, solicit further applications.

(5) Co-opted committee members shall serve until the following annual election, at which point their position will be advertised as vacant in the normal way.

Nomination of candidates to committee at annual election

30. —(1)Member organisations may nominate one candidate to the committee providing that:

(a) the candidate is an employee of the organisation, and

(b) the candidate is willing to stand for election, and

(c) no other employee of the organisation is a current member of the committee or a candidate to the committee, and

(b) the organisation is a fully-paid up full member of the association.

Duration of service

31.—(1) A committee member that is appointed at the annual election shall retain their position for two years.

(2) A committee member that is appointed at any time other than the annual election shall retain their position until the following annual election.

Appointment to committee offices

32.—(1) Officers of the committee shall be

(a) chairman;

(b) vice-chairman;

(c) honorary treasurer

(d) honorary secretary

(2) At the first committee meeting following the Annual General Meeting the committee shall elect to fill any vacant committee offices from amongst the committee.

(3) Office positions shall be held until the committee member’s term is due for re-election at the annual election.

(4) In the event that a committee member that holds an office resigns from the committee, the committee shall elect another committee member to that office at the next committee meeting.

(5) A committee member may resign from an office at any time without resigning from the committee, in which event the committee shall elect another committee member to that office at the next committee meeting.

Role of chairman

33.—(1) The chairman shall

(a) preside at all assemblies and meetings of the general membership and the committee;

(b) supervise the activities of the committee and its officers;

(c) supervise the activities of employees of the association.

Role of vice-chairman

34. The vice chairman shall take the place of the chairman when the chairman is not available and undertake other duties as agreed.

Role of honorary treasurer

35.—(1) The honorary treasurer shall

(a) shall keep the accounts of the association;

(b) manage the association’s funds in accordance with the rules of the association;

(c) submit an Annual Report and Balance Sheet to the committee, which, after audit, shall be submitted to the Annual General Meeting for approval

Role of honorary secretary

36.—(1) The honorary secretary shall

(a) draft and send out notices of general and committee meetings;

(b) receive, reply to and mail all correspondence;

(c) submit requests for admission of new members to the committee for approval;

(d) prepare agendas for all meetings;

(e) prepare an annual report which, after approval by the committee, shall be submitted for approval to the Annual General Meeting;

(f) make available on request the minutes of committee meetings

Termination of committee members’ appointment

37. A person ceases to be a committee member as soon as—

(a) a bankruptcy order is made against that person;

(b) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;

(c) a registered medical practitioner who is treating that person gives a written opinion to the association stating that that person has become physically or mentally incapable of acting as a committee member and may remain so for more than three months;

(d) notification is received by the association from the committee member that the committee member is resigning from office, and such resignation has taken effect in accordance with its terms.

Committee remuneration and benefits

38.—(1) Committee members offer their services to the association voluntarily and without expectation of remuneration, recompense or benefit of any kind including, but not limited to:

(a) direct financial remuneration, or

(b) treatment by the association that could be considered beneficial when compared that that which any other member may reasonably expect, or

(c) access to events on any basis other than that which is applicable to all members.

(2) Committee membership does not confer any vested rights or any ongoing recognition by the association on termination of appointment to the committee.

Committee expenses

39. The association may, at its sole discretion and if agreed in advance, pay any reasonable expenses which the committee properly incur in connection with their attendance at—

(a) properly convened committee meetings,

(b) general meetings, or

(c) otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the association.

Insurance

40.—(1) The committee may decide to purchase and maintain insurance, at the expense of the association, for the benefit of any committee member in respect of any relevant loss.

(2) In this article “relevant loss” means any loss or liability which has been or may be incurred by a committee member in connection with that committee member’s duties or powers in relation to the association.

PART 5

GENERAL MEETINGS

ORGANISATION OF GENERAL MEETINGS

Attendance and speaking at general meetings

41.—(1) A member is able to exercise the right to speak at a general meeting when that member is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

(2) A member is able to exercise the right to vote at a general meeting when—

(a) that member is able to vote, during the meeting, on resolutions put to the vote at the meeting, and

(b) that member’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

(3) The committee may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.

(4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.

(5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

Passing of resolutions at general meetings

42.—No resolution other than the appointment of the chairman of the meeting and the acceptance of the minutes of the previous meeting is to be transacted at a general meeting if the persons able to vote, either in person or in absentia, is fewer than sixty percent of the current eligible membership.

Chairing general meetings

43.—(1) If the committee have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.

(2) If the committee have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start then the vice-chairman shall chair the general meeting.

(3) If the committee have not appointed a chairman or vice-chairman, or if the chairman and vice-chairman are both unwilling to chair the meeting or are both not present within ten minutes of the time at which a meeting was due to start—

(a) the committee members present, or

(b) if no committee members are present, the meeting,

must appoint a member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

(4) The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.

Adjournment

44.—(1) If the members attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.

(2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if—

(a) the meeting consents to an adjournment, or

(b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

(3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.

(4) When adjourning a general meeting, the chairman of the meeting must—

(a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the committee, and

(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

(5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the association must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given)—

(a) to the same persons to whom notice of the association’s general meetings is required to be given, and

(b) containing the same information which such notice is required to contain.

(6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

VOTING AT GENERAL MEETINGS

Voting: general

45. —(1) Voting at general meetings is limited to fully-paid up members, with each member having one vote.

(2) A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

Errors and disputes

46.—(1) No objection may be raised to the qualification of any person voting at a general meeting, whether in person or an absentia, except at the meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.

(2) Any such objection must be referred to the chairman of the meeting whose decision is final.

Poll votes

47.—(1) A poll on a resolution may be demanded—

(a) in advance of the general meeting where it is to be put to the vote, or

(b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

(2) A poll may be demanded by—

(a) the chairman of the meeting;

(b) the committee;

(c) two or more persons having the right to vote on the resolution; or

(d) persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.

(3) A demand for a poll may be withdrawn if—

(a) the poll has not yet been taken, and

(b) the chairman of the meeting consents to the withdrawal.

(4) Polls must be taken within thirty days and in such manner as the chairman of the meeting directs.

Content of proxy notices

48.—(1) Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which—

(a) states the name and address of the member appointing the proxy;

(b) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;

(c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the committee may determine; and

(d) is delivered to the association in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

(2) The association may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

(4) Unless a proxy notice indicates otherwise, it must be treated as—

(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

(b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

Delivery of proxy notices

49.—(1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the association by or on behalf of that person.

(2) An appointment under a proxy notice may be revoked by delivering to the association a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.

Amendments to resolutions

50.—(1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if—

(a) notice of the proposed amendment is given to the association in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and

(b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

(2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if—

(a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

(b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

(3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

PART 6

GENERAL PROVISIONS

Finance

51.—(1) The books and accounts of the association shall be kept by the honorary treasurer.

(2) The books, documents and accounts of the association shall be open for inspection at any time by the honorary auditor and the accounts shall be audited annually by the honorary auditor.

(3) The financial year of the association shall end on 28th February in each year, to which the Annual Accounts shall be prepared.

(4) At the close of each financial year the honorary auditor shall prepare annual accounts, including a balance sheet, showing the financial position of the association.

(5) After such annual accounts and balance sheets have been certified by the honorary auditor, they shall be submitted by the honorary treasurer to the Annual General Meeting together with the treasurer’s annual report.

(6) The honorary treasurer shall discharge all due debts of the association. A bank account shall be maintained in the name of the association into which receipts of money shall be lodged intact as soon as possible.

(7) Except as provided by law or authorised by the committee members or an ordinary resolution of the association, no person is entitled to inspect any of the association’s accounting or other records or documents merely by virtue of being a member.

Honorary auditor

52.—(1) An honorary auditor shall be elected by the association members each Annual General Meeting.

(2) The honorary auditor is responsible to the committee and shall submit a report on the examination of the Annual Accounts and Balance sheet, presented by the honorary treasurer and of the financial management of the association prior to the Annual General Meeting each year.

(3) The honorary auditor is responsible to the committee and does not form part of the committee.

(4) The honorary auditor’s duties are to examine and verify the accounts prepared by the honorary treasurer for which purpose the honorary auditor may require the production of any and all documents relative to the accounts to be verified and to verify the state of the funds of the association to the committee.

Amendments to the articles of the constitution of the association

53.—(1) Amendments to the articles of the constitution of the association shall be made only at an Annual General Meeting or Extraordinary General Meeting.

(2) Such amendments must be agreed by a majority of the votes cast at the said Annual General Meeting or Extraordinary General Meeting, either in person, by proxy, or in absentia and will take effect immediately once approved.

(3) Any proposed amendments to the articles of the constitution of the association must be sent to all association members not less than one month prior to the meeting at which the vote is scheduled to take place.

Winding up of the association

54.—(1) In the event that the association is wound up, any surplus assets will be distributed to its members.

(2) If the members collectively decide to make a charitable donation then any surplus assets prior to the winding up may be applied for such charitable objects.

(3) Any decision to dissolve the association must be made by a majority vote of the members present at a General Meeting, either in person, by proxy or in absentia.

(4) Notice of any such General Meeting, along with details of any winding up proposals to be put to a vote, must be sent to all association members not less than one month prior to the date on which the meeting is scheduled to take place.

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