The name of the Association shall be Best of Welsh (hereinafter called “the Association”).
The objects of the Association shall be to:
• Provide a ‘Voice’ for Welsh Food Producers based in Wales
• Provide an alternative marketing vehicle through a consortium approach
• Provide a communication forum for producer members
• Provide a vehicle for cross-selling for producer members
• Provide a vehicle to help support cost savings for producer member through economies of scale
• Creation of a ‘Made in Wales Marque’
• Creation of a standard for producers/retailers attending farmers markets and food festivals
• Creation of standard accreditation forms for submission to farmers markets and food festivals
The Association shall be non-party to politics.
In furtherance of the said objects but not otherwise, the Association may do all such other lawful things as are necessary to carry out the business of the Association.
4.1 Full membership of the Association shall be open to people of 18 years and over who are interested in furthering the work of the Association and who have paid the annual subscription as laid down from time to time by the executive committee hereinafter mentioned. Full members of the Association shall be entitled to vote at General Meetings of the Association.
4.2 Affiliated membership of the Association shall be open to national, international and local voluntary or non-profit distributing organisations which are interested in furthering the said work, and statutory authorities in whose administrative area the Association lies.
Each affiliated member organisation shall appoint one individual person to represent it at General Meetings of the Association. Affiliated members shall be entitled to vote at General Meetings of the Association.
4.3 Any person who wishes to become a member of the association must submit an application in writing signed by themselves to the Secretary. Election to membership shall be in the discretion of the Committee. The Committee may request reasonable information from an applicant before granting membership. The Committee shall not reject an application without sufficient reason.
All Full members and Affiliated groups shall pay such subscriptions as the Committee shall from time to time determine. The Executive Committee may reduce or waive the subscription for any member or category of members.
6. Termination of Membership
6.1 A member may resign by written notice to the Secretary.
6.2 A person’s membership shall cease if they are in arrears with their subscription for 6 months (or such longer period as the Committee shall decide).
6.3 The Committee shall have the right for good and sufficient reason to suspend or to terminate the membership of an individual or an affiliated group, provided that the individual member or the individual representing the affiliated group shall have the right to be heard by the Committee before the final decision is made.
6.4 The Committee shall have the power to expel a member when, in their opinion, it would not be in the interests of the association for that person to remain a member. A member shall not be expelled unless they are given 14 days written notice to attend a meeting of the Committee and written details of the complaint made against them. The member shall be given an opportunity to appear before the Committee to answer complaints made against them and shall not be expelled unless at least two thirds of the Committee then present vote in favour of the expulsion.
7.1 At the Annual General Meeting hereinafter mentioned the Association shall elect a Chairperson, a Secretary, a Treasurer and other such officers as the Association shall from time to time decide.
7.2 The Officers of the Association shall hold office until the conclusion of the Annual General Meeting of the Association next after their election but shall be eligible for re-election.
7.3 The Association shall appoint one or more qualified auditors and may determine their remuneration (if any).
8.1 Subject as hereinafter mentioned the policy and general management of the affairs of the Association shall be directed by a Committee (hereinafter called “the Committee”) which shall meet twice annually and which shall consist of not less 5 and no more than 10 members. These figures may be amended with the consent of the majority of members voting at a general meeting.
8.2 In addition the Committee may co-opt up to Three further members, who shall be members of the Association whether individual or representative or a combination of both who shall serve until the conclusion of the next Annual General Meeting after individual co-option. Co-opted members shall be entitled to vote.
8.3 Any casual vacancy in the Committee may be filled up by the Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
8.4 The members of the Committee shall be elected at the Annual General Meeting of the Association. One Third of the members of the Committee shall retire at the annual general meeting each year but shall be eligible for re-election. Retiring members shall be those who have been longest in office since their last election. If there is a choice between retiring committee members of equal service it shall be made by drawing lots.
8.5 The Committee may appoint any sub groups as may be deemed necessary and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of sub groups shall be reported back to the Committee as soon as possible.
9. Rules for Procedure at all Meetings
(i) The quorum at a general meeting of the Association shall be 10% of the full membership of the Association;
(ii) The quorum at a meeting of the Committee shall be 50% of the total membership of the Committee or such other number as the Association may in General Meeting from time to time determine.
Subject to Clauses (17) and (18) hereof, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. No person shall exercise more than one vote but in the case of an equality of votes the Chairperson or chairperson of the meeting shall have a second or casting vote.
Minute books shall be kept by the Committee and all other committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions.
10. Meetings of the Association
The first Annual General Meeting of the Association shall be held within Eighteen months of the adoption of this Constitution. All other Annual General Meetings shall be held within 15 months after the holding of the previous Annual General Meeting. At least 21 clear days’ notice shall be given in writing by the Secretary to each member. At such Annual General Meeting the business shall include:
(i) the election of officers;
(ii) the election of members to serve on the Committee;
(iii) the appointment of an auditor or auditors;
(iv) the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited accounts;
(v) the election of delegates to other organisation;
10.1 The Committee may at any time call a Special General Meeting of the Association. Ten percent of the full membership of the Association can request a Special General Meeting of the Association by sending a written request (giving reasons for the request) to the Secretary. The Secretary shall within 21 days of receiving a written request call a Special General Meeting of the Association.
10.2 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate proceedings at that meeting.
11. Nominations of Officers, Committee Members and Delegates
Nominations for officers or members of the Committee and for delegates to other bodies must be made by full members of the Association and must be in the hands of the Secretary at least 3 days before the Annual General Meeting. Should nominations exceed vacancies, elections shall be decided by a simple majority of those present and entitled to vote. No member shall exercise more than one vote but in case of an equality of votes the Chairperson shall have a second or casting vote.
12.1 All monies raised by or on behalf of the Association shall be applied to further the purposes of the Association and not be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit to members of the Association.
12.2 The Treasurer shall keep proper accounts of the finances of the Association.
12.3 The accounts shall be audited at least once a year by the auditor or auditors appointed by the Annual General Meeting. An audited statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting aforesaid.
12.4 A Bank Account shall be opened in the name of the Association. The Committee shall authorise in writing the Treasurer and the Secretary of the Association and one other member of the Committee to sign cheques on behalf of the Association. All cheques must be signed by at least two of the authorised signatories.
12.5 The surplus funds of the Association shall be used to create a general reserve for the continuation and development of the Association.
13. Alterations to the Constitution
Any alteration of this Constitution shall receive the assent of not less than 75% of the full membership of the Association present and voting at a Special General Meeting PROVIDED THAT notice of such alteration shall have been given not less than (21) clear days before the meeting at which the alteration is to be brought forward.
In the event of the dissolution or winding-up of the Association, after the satisfaction of all its debts and liabilities, the assets remaining shall not be distributed among the members but shall be transferred in the furtherance of the Objects to any organisation having objects similar to or compatible with the Objects and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company by virtue of Article 11 above as may be determined by a General Meeting, or in so far as the assets are not transferred, shall be held for charitable purposes
A resolution to dissolve the Association shall only be proposed at a Special General Meeting and shall only be carried by a majority of at least 75% of the members present.
The dissolution shall take effect from the date of the resolution and the members of the Committee shall be responsible for the winding-up of the assets and liabilities of the Association.
This constitution was adopted at a meeting of