ADGAP
Constitution
CONSTITUTION of THE ASSOCIATION
of DUMFRIES & GALLOWAY ACCOMMODATION PROVIDERS
[2005 revision]
1. Name
The Organisation shall be called "The Association of Dumfries & Galloway
Accommodation Providers".
2. Definitions
In this Constitution the following terms shall have the meaning
set opposite them:
a) "The Association" means the "Association of Dumfries & Galloway
Accommodation Providers".
b) "Accommodation Providers" means a sole proprietor, firm or
company offering either serviced or unserviced accommodation to members of
the public.
c) "VS" means the national organisation VisitScotland; "VSD&G" means VisitScotland
Dumfries and Galloway; "vs.com" means visitscotland.com (Etourism Ltd)
d) Deleted by 2005 revision
e) "The Committee" means office bearers of the Association elected
annually in terms of this Constitution and regional representatives as hereinafter
defined.
f) "Regional Representatives" means members of the Committee
elected to serve on the Committee from the Regional
Areas as
hereinafter defined.
g) "Regional Areas" means the five Regional Areas as denoted
on the plan annexed hereto.
h) "Dumfries & Galloway" means the Dumfries & Galloway
Council Administrative Area as presently defined for Local Government purposes.
i) Deleted by 2005 revision.
3. Aims & Objects
a) To further the business interests of Accommodation Providers
within Dumfries & Galloway.
b) To maintain and develop a standard of ethical practice amongst
Accommodation Providers.
c) To promote good business relations between
accommodation providers and with other businesses in Dumfries & Galloway
and elsewhere.
d) To promote and develop good business skills, communications and methods
amongst Accommodation Providers.
e) To facilitate the transfer of experience and skills amongst members
of the Association.
f) To advise, liaise and negotiate on behalf of the membership with VS, VSD&G, vs.com and any other relevant body.
g) Deleted by 2005 revision.
h) To promote Dumfries and Galloway as a holiday destination.
4. General Policy
The Association shall be neither political nor religious in stance.
5. Membership
Membership of the Association shall be open to all providers of holiday
accommodation in Dumfries and Galloway. Any prospective member must provide
proof of eligibility to the secretary of the Association.
There shall be one class of membership for each establishment.
Sole proprietors, firms, or company owners shall be treated as one
member and each member shall be entitled to one vote.
Where more than one person is involved in the management of a business,
eg a partnership, any or all such authorised representatives of the
business that is a member of the Association may participate in meetings
and activities except that only one vote is allowed at any meeting or
referendum. The person carrying the vote must be identified on all such
occasions. Where a business is a member of the Association, any or all of
the authorised representatives may be nominated for Committee positions.
6. Bank Account
A bank account shall be opened and maintained in name of the Association
at the Bank of Scotland or such other bank or banks as the Committee
may decide
from time to time into which the Treasurer shall deposit all monetary
receipts whether in cash, cheques, bank drafts or others. All cheques,
promissory
notes, drafts, bills of exchange and other negotiable instruments
shall be signed
on behalf of the Association by the Treasurer and one other Committee
Member. The Committee may authorise the signature of cheques by
the Treasurer alone
on behalf of the Association for an amount not to exceed a sum
as may be specified by the Committee.
7. Ethics
Members of the Association agree to abide with a code of ethics
of the Association summarised as follows:-
a) To treat other
members of the Association fairly and equitably in all business
dealings.
b) To assist other members of the Association by referring visitors
unable to be accommodated by themselves to the nearest member
of the Association
having availability suitable to such visitors.
c) To maintain the highest standards of service and integrity
in their dealings with guests.
d) Deleted by 2005 revision.
e) To promote the principle of personal, friendly and honest
service to visitors to the area irrespective of race, religion
or creed.
f) Not to participate in methods or practices that would degrade
or undermine any of the above statements of ethics.
g) To act within all laws relevant in the conduct of business.
8. Subscriptions
Subscriptions shall be payable annually
in advance and the membership year
shall run from January 1 in each year.
In the event of a new member applying
to join during the course of the membership year, the subscription payable
shall be 25% of the whole year's subscription per quarter year or part
quarter year remaining at the time of joining. Members joining during the
membership year shall be entitled to the same privileges as those enjoyed
by existing members. Payment of the subscription is a commitment to
membership of the Association from that date to the 31st December of that
year and no refund or apportionment of subscriptions shall be made except
in the most exceptional circumstances and at the discretion of the
Committee.
9. Subscriptions Rates
a) The rate of subscription and joining fee shall be recommended
by the Committee and approved by the majority of members
at the Annual General
Meeting.
b) When an establishment has both serviced and unserviced
accommodation only one basic subscription shall be exigible.
c) All members shall be entitled to one free entry on the
ADGAP website as part of their membership entitlement.
d) Where a member has more than one establishment or unit
and wishes presentation of additional units on the website
and
on any association
advertising this
may be provided for an additional fee per item to be decided
by the Committee.
10. Termination of Membership
If a member, in the opinion of the Committee, acts in any
way so as to prejudice the aims or objects of the Association
or
in such
a way
as
to bring the name
of the Association into disrepute, the Committee shall
have the right to suspend or cancel the membership of such a
member
provided
that
such member
or a representative
thereof shall have the right to be heard by the Committee
before any decision is made as to suspension or cancellation
of membership.
11. Regional Areas
Five Regional Areas shall be defined as shown on the map
annexed hereto. A regional representative shall be elected at
the AGM and have the duties of acting as a co-ordinator and point
of contact for members allocated
to
his
particular region.
12. The Committee
The Association shall be administered by a Committee
consisting of the officers:-
a) The officers shall comprise the regional representatives
as hereinbefore defined and additional office bearers
comprising Chairman, Vice Chairman,
Secretary, Membership Secretary, Web Master and Treasurer. Officers shall give their
services on
a voluntary basis but
personal expenses incurred by officers in carrying
out their duties may be reimbursed by the Association
and
which comprise:-
i) Travelling expenses to and from Committee meetings.
ii) Travelling expenses for purposes specifically agreed
by the Committee, and
iii) Other expenses specifically agreed by the Committee.
b) The Committee shall have the authority to co-opt
additional members to serve on it for specific purposes.
Such co-opted
members shall
serve in an
ex officio
capacity and shall not at any time exceed four in number.
Such co-opted members shall not be entitled to vote
nor shall they
have any cheque
signing authority.
c) The Committee shall have the authority to form a
sub-committee for any purpose which the Committee deems
necessary to
further the aims
and objects
of the
Association.
d) In the event of a tied vote at any Committee meeting
the Chairman of the meeting shall have a casting vote.
e) A quorum of the Committee shall be a number equal
to the next whole number above 50% of the Committee
membership, one of whom
shall be
the Chairman
or Vice Chairman.
f) Committee meetings shall be held regularly, times
and dates to be at the discretion of the committee.
g) The Treasurer shall keep a record of Members' subscription
payments which record shall be available for inspection
by Members on their giving
reasonable notice to the Treasurer.
h) The Committee shall have the authority to co-opt
any member as a temporary member of the Committee to
fill
any vacancy for an officer
that may
occur
or for any
other purpose that the Committee shall, by majority,
deem necessary. Any such
member co-opted shall remain as a member of the Committee
until, and not beyond
the next Annual general meeting, which meeting may,
at its discretion, elect that
member as a member of the Committee.
13. Annual General
Meeting
Once in each year not less than 9 months nor more than 15 months after the previous AGM
the Secretary shall convene an Annual General Meeting on giving no less than twenty one
days notice thereof to members. All members shall be entitled to attend the Annual
General Meeting, each having a vote. The Annual General Meeting shall receive the
annual report of the Association delivered by the Chairman and shall also receive the
Treasurer annual financial statement and the annual audited statement of accounts
prepared by the Association's auditors. Officers comprising the Chairman, Vice
Chairman, Secretary, Membership Secretary, Webmaster and Treasurer of the Committee
shall all resign at each annual general meeting but any officers so resigning shall be
eligible for re-election. Any member of the Association can be nominated for election
to any officer's post. Nominations must contain the signatures of a proposer and two
seconders and the consent of the party nominated and must be received by the
Secretary 7 clear days before the AGM. If there is more than one candidate for any
officer's post a secret ballot with voting slips will be held at the AGM and the
successful candidate will be the one with a simple majority from the votes cast by
those attending the AGM. Members unable to attend an AGM may appoint a proxy by giving
no less than 48 hours written notice to the Secretary. Proxies will have the same
rights to speak and to vote at the AGM as the member would have done, and all
proxies will count towards achieving the required quorum. The annual general meeting
shall also consider any proposals to amend this Constitution in accordance with the
procedures for amendment as hereinafter contained and of conducting any other
competent business. Other than any amendments to the Constitution, a majority of
members entitled to vote and attending an Annual General Meeting shall constitute
a majority for transacting business at an Annual General Meeting. A quorum at an
Annual General Meeting shall be a number equal to the next whole number above 30% of
the membership.
14. Special General Meeting
A special general meeting may be called at any time by any member
provided such member has submitted to the Secretary a requisition
signed by no less
than 40% of the membership requesting the Secretary to convene such a meeting
and giving notice of the business to be transacted thereat. On receipt of
such notice the Secretary shall be obliged to call an special
general meeting within
twenty eight days by intimation to all members of the Association by either
email, fax or royal mail. A majority of members entitled to vote and attending
a Special General Meeting shall constitute a majority for transacting business
at a Special General Meeting. A quorum at a Special General Meeting shall
be thirty members. No other business save that specified in the notice of the calling
of the SGM may be transacted at the SGM. Proxies may be appointed for SGM's on giving no less than 48 hours notice to the
Secretary. Proxies will have the same speaking and voting rights as for AGM's and
will count towards achieving the required quorum.
15. (Para deleted Sept 2003)
16. Committee Meetings – General Provisions
a) Having regard to the area covered by the Association, where Committee meetings are
required as an alternative to meeting in person Regional Area meetings and Committee
meetings may be convened by telephone, email, conference call, video conferencing or
net meeting or the like and such virtual meetings shall have the same weight and be
quivalent to a meeting in person provided that the appropriate quorum has been convened
remotely and a vote taken at any such virtual meeting shall have the same effect as at any
other meeting.
18. Minutes
Minutes of all general meetings and Committee meetings shall be kept
by the Secretary into which the Secretary shall enter a record of all
proceedings
and resolutions.
19. Deleted by 2005 Revision
20. Major Issues
In the event of an issue arising which either (a) the majority of the Committee
considers demands the attention of the members of the Association or (b) which no
less than 20 members of the Association give notice to the Secretary that they
believe the issue is a major issue then the Committee must either call a meeting
of the membership or conduct a referendum, the decision as to which being at the
sole discretion of the Committee, to determine the wishes of the membership in
respect of any action which should be taken in respect of that major issue. The
meeting or referendum shall be held within 21 days of a Committee decision to
hold one or of the Secretary receiving notice from the minimum of 20 members as
aforesaid. The question to be put to the meeting or in the referendum will be
drafted by the party requiring the meeting or the referendum, subject to it
being approved by the Committee as being a fair and reasonable question the
answer to which will clarify the issue and not be ambiguous or open to
further challenge. If there is a meeting one person from each side will
have an opportunity to explain the issue from their view point before the
question is put to the meeting in a secret ballot. If there is a referendum
one person from each side can have circulated with the voting papers an
explanation of their view point, not to exceed an A4 sheet of paper or
its electronic equivalent.
21. Conduct of Referenda
If a referendum is carried out the matter to be decided or on which
the views of members of the Association have been sought will
be notified to
all members
either by email or first class post sent the same day as any email transmission.
The following provisions shall apply to any referendum:-
i) A period of seven days shall be allowed for members to provide a
response.
ii) Votes shall be counted on the day following the end of the period allowed
for voting, that is to say seven days.
iii) Votes received later than seven days after issue of the referendum
papers shall be void.
iv) Spoiled or illegible referendum papers shall be void.
v) Members' responses to any referendum shall be examined by the Secretary
and at least one other member of the Committee, the number of votes extracted,
checked, totalled and entered as such in a record. Individual returns shall
then be destroyed.
vi) For the purposes of determining a majority in any referendum, a majority
shall be defined as being more than half the total of votes received, subject
to a minimum of 30 votes.
22. Dissolution
The Association may only be wound up in the event of a majority
of the membership electing to do so in general meeting and in
that event the balance
of assets
and all monies belonging to the Association shall, after the payment
of any outstanding debts and liabilities, be distributed amongst
the then
existing
paid up members in equal shares.
23. Alterations to the Constitution
Once approved by prospective members in general meeting this Constitution
may only be amended with the approval of no less than two thirds
of members present
at an Annual General Meeting. Any proposal involving such alteration must
be delivered in writing to the Secretary of the Committee not less than
twenty eight days before the date of the Annual General Meeting
at which it has
to be discussed and not less than fourteen days notice of any alterations
shall then be given by the Secretary to members of the Association prior
to any Annual General Meeting.
24. Auditors
Auditors shall be appointed at the first meeting of the Committee
to serve until the first Annual General Meeting. Thereafter the
Annual General Meeting
shall appoint Auditors. Retiring Auditors at such Annual General Meeting
shall be eligible for re-election. Nominations for Auditors may be taken
from the
floor at an Annual General Meeting.
25. Data Protection Act
Any member consents to the retention of personal data including
their name, address, trading address, telephone numbers, email
address being retained
in electronic form by the Secretary of the Association or any other officer
of
the Association duly authorised for that purpose. Individual personal
data shall not be transferred to any third party.
26. Interpretation
Throughout this Constitution the masculine shall
include the feminine and the singular shall include the plural (where
appropriate).
27. Adoption
This Constitution was adopted as
the Constitution of the Association of Dumfries & Galloway
Accommodation Providers at a meeting of prospective members duly
convened at 8.00 pm on the eleventh day of September Two thousand
and two.
28. This constitution was revised at the AGM held on 5 September 2003 and further revised at the AGM held on the 28th September 2005.
A.F.Keith
Chairperson
I Colquhoun
Secretary