Association Rules

RULES OF THE BRITISH PROTECTED ORNAMENTALS ASSOCIATION
[NATIONAL FARMERS UNION SPECIALIST BRANCH]
BOA Rules of the Association (version date 2
nd July 2019) 1
BASIS OF RULES

  1. The Association is a specialist Branch of the National Farmers’ Union [“the
    NFU”] and these rules constitute a special arrangement made by the
    Council of the NFU [“the Council”] pursuant to Rules of the NFU
    [“Headquarters Rules”] from time to time.
  2. These rules were amended by the British Protected Ornamentals
    Association (formerly called the British Bedding and Pot Plant Association)
    on 2nd July 2019 and were approved by NFU Council September 2019.
  3. Headquarters Rules are binding on the Association and its members except
    where they are inconsistent with these Rules and permit such an exception.
  4. The Association shall not form part of any County Branch of the NFU.
    NAME
  5. The Name of the Association shall be The British Protected Ornamentals
    Association [National Farmers Union Specialist Branch].
    OBJECTS AND POWERS
  6. The objects of the Association are the objects of the NFU specified in
    Headquarters Rules.
  7. Within its objects but not further or otherwise the Association shall have the
    following powers, namely,
    [a] To seek to advance the interests of its membership in a corporate manner.
    [b] To promote and market the sale of protected ornamentals.
    [c] To promote and influence market development via the Marketing
    Committee.
    [d] To promote and influence market research.
    [e] To make representations to the government and other public or local
    authorities on issues of importance to that industry.
    [f] To assist in the institution and carrying on of litigation or prosecution
    concerning that industry.
    [g] To establish such codes of practice as it considers necessary to protect
    that industry and the public and to encourage or enforce compliance with
    those codes by all lawful means.
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    [NATIONAL FARMERS UNION SPECIALIST BRANCH]
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    [h] To disseminate information relating to protected ornamentals.
    [i] To encourage grower liaison with education and training.
    [j] The Committees will promote research and development and other related
    objectives and encourage grower liaison with associated industries to furtherance any of the above objects and powers.
    [k] To foster its objects by any other means.
    MEMBERSHIP
  8. The membership of the Association shall comprise grower members and
    trade members. Others who are deemed to have skills to the mutual benefit
    of the Association and agreed by the Management Committee shall be
    associate members.
  9. To be eligible to be a grower member a person shall grow protected
    ornamentals on a commercial scale. Grower members shall ipso facto be
    members of the NFU, shall have the right to receive notice of and attend
    general meetings of the Association and may hold office as Chairman, Vice
    Chairman or Treasurer of the Association and serve on its committees.
    10.To be eligible to be a trade member a person shall have business interest in
    a trade associated with protected ornamentals growing. Trade members
    shall not ipso facto be members of the NFU but shall have the right to
    receive notice of and attend general meetings of the Association and may
    serve on its committees, but not as Chairman, Vice Chairman or Treasurer
    of the Association. They may, however, serve as Chairman or Vice
    Chairman of the Marketing or Technical Committees. If however the annual
    general meeting fails to appoint a grower Chairman or Vice Chairman of the
    Association, an allied trade member may be chosen as Chairman or Vice
    Chairman of the Association.
    11.A person wishing to become a grower or trade member shall apply to the
    Management Committee which upon ensuring that that person is eligible
    may admit that person to membership.
    12.The Management Committee may admit to associate membership of the
    Association such persons who are interested in protected ornamentals but
    are not eligible for grower or trade membership as it thinks fit. Associate
    members may attend general meetings of the Association but shall have no
    right to vote and shall have the right to serve on a committee if invited to do
    so.
    13.If the Management Committee is satisfied that any member has ceased to
    be eligible under Rule 8 or 9 or that the conduct of any member renders it
    necessary so to do then the committee may suspend for such period as it
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    [NATIONAL FARMERS UNION SPECIALIST BRANCH]
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    nd July 2019) 3
    specifies or may, with the concurrence of two thirds of those
    voting, expel that member from membership of the Association.
    Any grower member so suspended or expelled may appeal to the
    Council whose decision shall be final.
    14.All grower, trade and associate members shall pay annual subscriptions to
    the Association on a scale recommended by the Management Committee
    and approved by the Association in general meeting but in no circumstances
    shall the subscription rate for grower members be less than the minimum
    prescribed by the NFU Council under Headquarter Rules.
    15.The financial year of the Association shall be 1
    st November to 31st October
    and every annual subscription shall be payable on the first day of that year
    except in the case of a new member whose subscription shall be payable on
    admission to membership and at the discretion of the Management
    Committee may be proportionately reduced.
    16.The Association shall hold an annual general meeting to consider the report
    of the Management Committee and the accounts for the previous financial
    year and the report of the Auditors thereon, to elect the Management and
    other committees. Not less than nine nor more than fifteen months shall
    elapse between one annual general meeting and the next.
    17.If any member fails to pay their full subscription for any financial year by the
    end of that year then the Management Committee may terminate their
    membership.
    18.Special general meetings may be called at any time by the Management
    Committee and the Secretary shall convene a special general meeting as
    soon as practicable after receipt of a written requisition to that effect signed
    by not less than seven members and stating the purpose of the meeting.
    19.Grower and trade members shall pay to the Association from time to time
    such levies for specific purposes as the Management Committee may
    decide under authority conferred by the Association in general meeting with
    the concurrence of two thirds of those voting.
    20.Notice of an annual general meeting shall be given by not less than twenty
    one days written notice to every member and who shall also receive a copy
    of the accounts to be considered at that meeting no less than 10 days prior
    to the meeting, normally by email.
    21.Every member shall be given not less than ten days written notice of every
    special general meeting.
    22.The quorum for a general meeting shall be fifteen members entitled to a
    vote and only grower and trade members shall be so entitled; on a motion
    advertised in accordance with rules 21 & 22 and previously considered at an
    AGM without a vote being recorded, the chairman may call for a vote by
    simple majority of those attending the general meeting called specifically to
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    [NATIONAL FARMERS UNION SPECIALIST BRANCH]
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    nd July 2019) 4
    consider the motion; in such a case, the members may record a
    proxy vote. These rules will not apply to a question pertaining to
    the affairs of the NFU beyond the Association when only grower
    members shall be entitled to vote.
    23.The Chairman of the Management Committee shall preside at general
    meeting, or failing him/her, the Vice Chairman shall preside but, failing both
    of them, the members present shall choose one of their number to preside.
    On an equality of votes the Chairman of the meeting shall have a second or
    casting vote.
    MANAGEMENT COMMITTEE
    24.The affairs of the Association shall be managed by the Management
    Committee which may act in the name of the Association and exercise all
    the powers of the Association not reserved by these rules to the Association
    in general meeting.
    25.The Management Committee shall consist of Chairman, Vice Chairman,
    Treasurer, immediate Past Chairman, Marketing Committee Chairman and
    Technical Committee Chairman of the Association and not less than four nor
    more than eight other members. The Committee should include at least one
    representative of each sector within the Association all of whom shall be
    elected by ballot of the members at the annual general meeting, to hold
    office for two years and can be re-elected at that year’s annual general
    meeting. In addition, the NFU shall also have one non-voting representative
    on this committee. The Management Committee may fill any casual
    vacancies which arise and has the power to co-opt and shall take account of
    regional representation as required. Where possible the Committee should
    represent the interests of its members both regionally and commercially. No
    two persons from the same company can be Management Committee
    members at the same time.
    26.The secretary shall convene a meeting of the Management Committee on
    the instructions of the Chairman or on receiving written instructions to that
    effect signed by not less than three members of the Committee.
    27.The quorum for a meeting of the Management Committee shall be half the
    number of elected voting members.
    28.The Chairman or failing him/her, the Vice Chairman shall preside at every
    meeting of the Management Committee but failing both of them, the
    Committee shall choose one of its number to preside. On an equality vote
    the Chairman of the meeting shall have a second casting vote.
    29.The Management Committee may appoint sub-committees for such purpose
    as it thinks fit and may co-opt any member with relevant expertise to serve
    on a sub-committee. Every division and sub-committee shall observe any
    directions given by the Management Committee and shall report to that
    Committee after every meeting. The Management Committee shall take
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    [NATIONAL FARMERS UNION SPECIALIST BRANCH]
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    steps to ensure that adequate grower member representation is
    on all committees.
    TERMS OF OFFICE
    30.All elected members shall serve for a period of two years and will be eligible
    for re-election.
    SECRETARY
    31.The Secretary/Executive Officer of the Association shall be appointed by the
    Management Committee under contract to the Association with consultation
    with the NFU. Support for administrative staff will be provided by the NFU.
    FINANCE
    32.The funds of the Association shall be made up of subscriptions paid by
    members to the extent that they are not required by Headquarters Rules to
    be paid over to the Council and such sums as are received by way of levies
    imposed under Rule 14
    33.The Treasurer shall be responsible for the safe custody of the funds of the
    Association and shall ensure that proper books of accounts are kept
    showing all sums received and expended. Subscription rates shall be set at
    Annual General Meetings subject to the approval of those present and
    voting at the Annual General Meeting.
    34.The annual accounts of the Association shall be prepared as soon as
    possible after the end of every financial year and shall be audited by the
    Auditor appointed.
    AMENDMENT OF RULES
    35.These Rules shall be amended only by the passing of a resolution to that
    effect with the concurring votes of two thirds of the members present at a
    general meeting of which every member has been given not less than
    twenty-one days notice specifying the amendment to be considered. No
    amendment shall be effective without the approval of the Council.
    SUSPENSION OR DISSOLUTION
    36.The Council may suspend or dissolve the Association if in the opinion of the
    Council, the Association;
    [a] refuses or persistently fails to comply with these Rules or with
    Headquarters rules in so far as they are binding on the Association or;
    [b] has a membership below twenty or;
    [c] fails to pay its dues to the Council.
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    37.The Association may voluntary dissolve by resolution passed by
    two thirds majority at a general meeting of the Association the
    notice of which specified that resolution but no such resolution shall have
    effect unless and until it is approved by the Council.
    38.Upon the dissolution of the Association, any surplus assets remaining after
    the satisfaction of all its debts and liabilities shall be applied as the Council
    directs.
    Rules agreed unanimously by a general meeting held at NFU Stoneleigh 2
    nd July 2019