CONSTITUTION OF THE SCOTTISH DISTILLERS ASSOCIATION
1 NAME The name of the association shall be:
Scottish Distillers Association (hereinafter referred to as the “Association”)
2 THE OFFICE The office of the Association where mail or any notice relating to this constitution should be sent to –
Scottish Distillers Association
c/o Scotland Food & Drink
1F1, Ratho Park One
88 Glasgow Road
3 The situation of the office may be changed by a resolution of the Board.
4 The aim and objects of Scottish Distillers Association are:
- To promote the craft of distilling and protect Scotland’s reputation as a worldwide centre of excellence in the production of distilled spirits
- To represent the best interests of Scottish distillers (and provide a unified voice for members at a political, legislative and environmental level)
- To provide accreditation for members creating authentic Scottish spirits
- To promote the high quality and diverse range of premium Scottish spirits
- To assist distilleries with access to markets in Scotland, the UK and internationally
- To assist distillers in training and development opportunities
- To identify shared opportunities that can be pursued collaboratively
- To help grow the value of the Scottish distilling industry as part of the national strategy for Scotland Food and Drink
- The members of the Association may be (i) manufacturers or (ii) non-manufacturers but with expertise in their fields relevant to the distilling sector in Scotland.
- The manufacturing members of the Association shall:
- Own and operate a still in Scotland
- Distill and bottle spirits in Scotland
- Make reasonable claims in the place naming of spirits
- Operate with an HMRC licence and in accordance with the Trades Description Act, Advertising Standards Authority and responsible drinking guidelines
- Members may be required to pay a joining fee or an annual subscription. The Board may at its sole discretion admit appropriate businesses into membership on such terms and conditions as it may decide.
- All members shall be entitled to all of the benefits of a SF&D membership.
6 ADMISSION A person intending to become a member shall apply to the Association for membership and the Board shall decide in its absolute discretion whether to accept or refuse the application.
7 CESSATION OF MEMBERSHIP The membership of any person shall terminate only on the happening of any of the following events, namely:
- The member resigns his membership in an email sent to the Chairperson of the Board
- The member fails to pay his subscription within 3 months of a request for payment being sent by the Association
- The Member is expelled from membership under Rule 8
- The Association is dissolved
8 EXPULSION OF MEMBERS A member may be expelled for not adhering to the conditions laid out in these rules or by acting in a way considered by the Board to be prejudicial to the best interests of the Association, by a resolution passed by the Board at its absolute discretion. No expelled member shall be readmitted except by a resolution passed by the members in general meeting.
9 REGISTER The Association shall keep an electronic register of all members containing the names and addresses of the members and the names and addresses of the Board. Such register will be kept in accordance with the Data Protection Act 2018 and all members shall confirm in writing that they agree to have their contact details held on the register.
10 DISPUTE Any unresolved dispute between the Association and a member shall be referred to a sole arbiter appointed by Scotland Food & Drink. Such arbiter’s decision to be accepted as final by both parties. The costs of the arbitration shall be provided for equally by both parties in advance.
11 ANNUAL GENERAL MEETING
- The annual general meeting shall be held each year at such time and place as the Board shall decide.
- The business of an annual general meeting shall include the consideration by the members of –
- Annual Report
- SF&D financial report
- Election of the Board members
- Any other business
- Agenda items proposed by the Board or by not less than three members at least seven days in advance of the meeting will be put on the agenda for consideration.
12 EXTRAORDINARY GENERAL MEETINGS
- All general meetings other than annual general meetings shall be called extraordinary general meetings.
- The Board may at any time convene an extraordinary general meeting and shall do so upon receiving a requisition in writing to that effect signed by not less than 10% of the members and stating the purpose for which the meeting is required to be convened. If within twenty-one days after receipt by the Board of a valid requisition, no notices duly convening an extraordinary general meeting for the purpose stated in the requisition have been sent to members then the members who signed the requisition may convene an extraordinary general meeting for that purpose and shall be reimbursed by the Association for all expenses reasonably incurred thereby.
- No business shall be transacted at an extraordinary general meeting other than that set out in the notice convening the meeting and any matters arising therefrom.
- Every general meeting shall be notified to every member at his/her address as shown in the register with not less than fourteen clear days’ notice thereof in writing by e-mail or text message specifying the day, hour and place of the meeting and the business to be transacted. In the case of an annual general meeting, the notice shall designate it as such and a copy accounts for the preceding financial year shall be made available to members on request beforehand or at the meeting.
- The accidental omission to give any member notice of a general meeting or the non-receipt of a notice by any member shall not invalidate the proceedings at the meeting.
- A general meeting not convened in compliance with paragraph (1) shall be deemed to have been properly convened if all the members of the Association that are present in person or by proxy representing not less than 50% of the total membership agree the meeting to have been properly convened.
- No business shall be transacted at a general meeting unless a quorum is present. Except as provided in paragraph (2) of this Rule, a quorum shall be members present in person numbering 30% of the total membership or such other number of members as shall be determined from time to time in general meeting.
- If within thirty minutes of the time appointed for a meeting, a quorum is not present then the meeting, if convened upon the requisition of members, shall be dissolved but in any other case shall stand adjourned to a time and place to be decided by the Board, being not more than fourteen days later. Not less than seven days’ notice shall be given to every member of the day, hour and place of the adjourned meeting and the business to be transacted and if at that meeting a quorum is not present within thirty minutes of the appointed time then the persons present shall be a quorum.
15 CHAIRPERSON At every general meeting the Chairperson shall preside. If within thirty minutes of the time appointed for the meeting the Chairperson is not present then the members present in person or by proxy shall choose a Board member or, in the absence of all the Board members, one of those present and entitled to vote to preside.
16 ADJOURNMENTS The Chairperson of a meeting, with the consent of the meeting may, shall adjourn the meeting from time to time and from place to place. No business shall be transacted at an adjourned meeting other than the business left unfinished at the original meeting.
17 VOTING A resolution put to the vote at a general meeting shall be decided by a simple majority and on a show of hands except in respect of votes deemed by the Board as “exceptional” and notified as such. Changes to the constitution shall be deemed to be “exceptional”. In which case at least three quarters of all members present in person or by proxy must vote in favour of the resolution. On a show of hands every member present in person or by proxy shall have one vote. In the case of an equality of votes the Chairperson of the meeting shall have a second or a casting vote. Before the declaration of the result of the show of hands a poll may be demanded by the Chairperson or by not less than three members.
18 PROXIES Any member or duly appointed representative of a member may appoint a proxy to attend a general meeting and speak and vote on his/her behalf. Every such appointment shall be notified to the Association in writing or by e-mail signed by the member or representative making it or under authority conferred to him/her and deposited 48 hours before the meeting at the office of the Association. A proxy must be a member of the Association.
- The business of the Association shall be conducted by a Board of members which shall act in all things for and in the name of the Association except those required to be exercised in general meeting. The Board shall have the power to appoint any person to be the agent(s) of the Association for such purposes and on such conditions as they determine.
- All Board members are required to be party to a current commercial confidentiality agreement as per Appendix 1.
- The Board shall consist of at least seven members each of whom shall serve for a period of two (2) years. At least one third of the Board shall retire each year at the AGM, with the retirees being eligible for re-election.
- SF&D shall be entitled to nominate and appoint one Board member at all times.
- At all times manufacturing members shall be in the majority on the Board.
21 APPOINTMENT BY BOARD The Board may appoint up to two additional co-opted members to the Board who have skills or knowledge considered desirable by the Board. An individual co-opted to the Board will be a member of the Association. Board member so appointed shall retire at the end of the next following annual general meeting but may be re-appointed. Co-opted Board members have a vote in Board matters. The Board may appoint an Adviser to the Board. The Adviser will not have a vote in Board matters.
22 REMOVAL OF BOARD MEMBER The Association in general meeting may, by resolution, remove any Board member, save for the SF&D Board member, from the Board and may appoint another person in his/her place. The Chairperson may be asked to step down as Chairperson at any time by a resolution of the members in general meeting.
23 DISQUALIFICATION OF BOARD MEMBER A person shall immediately cease to be a Board Member if he/she, except as provided by clause 22, ceases to be a member.
24 MEETINGS The Board shall meet for the dispatch of business and regulate its meetings as it thinks fit. At the request of any two Board members, the Secretary shall convene a meeting of the Board. Expenses (agreed in advance with the Board) incurred by Board members in performing their duties may be reimbursed on presentation of evidence of the expenditure.
25 NOTICE Every Board member shall be given seven days’ notice of every meeting of the Board by e-mail but any accidental omission to give notice to any Board member or the non-receipt of notice by a Board member shall not invalidate the proceedings at any meeting.
26 QUORUM The quorum for a meeting of the Board shall be 50% of the Board members
27 VOTING Resolutions arising at any meeting of the Board shall be decided by a simple majority. In the case of an equality of votes the Chairperson of the meeting shall have a second or a casting vote. Proxies are not allowed at Board meetings.
28 CHAIRPERSON The Chairperson shall preside at meetings of the Board. If the Chairperson is not present within fifteen minutes of the time appointed for a meeting the Board members present may choose one of their number to preside.
29 BOARD MEMBER BECOMING SURETY For the avoidance of doubt, notwithstanding that any Board member, with the consent of the Board, may become surety for any debt or liability of the Association, that Board member may be removed from Office in accordance with the provisions of this constitution and shall be required to retire by rotation regardless of whether or not the Association has discharged the debt or liability.
30 SECRETARY The Board shall appoint a Secretary for the Association who shall keep a short action-point minute of each meeting of the Board and members in general meeting. The Secretary shall be the SF&D Board member.
31 BANK ACCOUNT The funds of the Association shall be held in the bank account in the name of SF&D who shall be mandated to operate the account for the benefit of the Association and all income and expenditure relating to the Association and its activities shall be documented and separately identifiable. SF&D shall account to the Association in respect of the operating of the account.
32 EXPENDITURE The Association shall not commit to any expenditure unless there are funds available to meet the expenditure. Such funds must be available as cash, committed in advance by members or by an external organisation.
33 LIMITED LIABILITY The Association is unincorporated with no limit of liability for its members in so far as any liabilities may be incurred. Therefore liability is joint and several amongst members. The Board may request members’ approval to incorporate the Association at a time when it considers it appropriate. Such approval not to be unreasonably withheld by members.
34 REPORTING The Board shall have full authority and responsibility for managing the financial affairs of the Association. The Board shall agree spending limits, financial safeguards and reporting procedures to ensure that all reasonably measures are taken to minimise any financial risk to members.
35 DISTRIBUTION OF SURPLUSES The Association shall not distribute surpluses to members. Members can as an “exceptional item” in general meeting authorise a distribution to other organisations of local, charitable or similar purpose.
36 COMMENCEMENT Members can as an “exceptional item” in general meeting authorise the dissolution of the Association.
37 SURPLUS ASSETS Upon the dissolution of the Association any surplus remaining after the satisfaction of all its debts and liabilities shall be distributed to other organisations of local, charitable or similar purpose.
38 AMENDMENT OF CONSTITUTION Members can as an “exceptional item” in general meeting authorise amendments to the constitution.
39 COMMUNICATIONS Internal and external communications shall be by electronic means unless otherwise decided by the Board. On the basis of commercial confidentiality, Board minutes shall not be circulated to the wider membership unless specifically authorised by the Board.
40 INTERPRETATION In this Constitution, unless a contrary intention is apparent,
- “Adviser” means an individual, a business, partnership or a company with skills or knowledge considered desirable by the Board.
- “Member” means an individual, a business partnership or a company duly admitted into membership of the Association and has paid membership fees.
- “Board” means the Board of members for the time being of the Association
- “Board member” means a member for the time being of the Board
- “He/she”, “him/her” and “person” means an individual or a partnership or a body corporate
- “SF&D” means Scotland Food and Drink a company registered in Scotland under number SC329083 whose registered office is at 1f1, Ratho Park One, 88 Glasgow Road, Newbridge, Edinburgh, United Kingdom, EH28 8PP
- Words denoting gender include the other genders
- Words denoting the singular include the plural and the converse applies
© Scottish Distillers Association 2018