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Home » About us » Members’ Forum » Constitution

Constitution

Here is the constitution agreed at the 2015 AGM.

Constitution

  1. Name The Organisation shall be called “Visit South West Scotland”
  2. Definitions In this Constitution the following terms shall have the meaning set opposite them: a) “The Association” means the “Visit South West Scotland”. b) deleted by revision of constitution AGM 4.11.15 c) “VS” means the national organisation Visit Scotland; “VSD&G” means Visit Scotland Dumfries and Galloway; “vs.com” means visitscotland.com d) Deleted by 2005 revision e) “The Committee” means office bearers of the Association elected annually in terms of this Constitution and other members elected or co-opted to serve on the committee. f) Deleted by revision of constitution AGM 4.11.15 g) Deleted by revision of constitution AGM 4.11.15. 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 promote Dumfries & Galloway as a holiday and visitor destination b) To maintain and develop a standard of ethical practice amongst Tourism businesses c) To promote good business relations between tourism businesses and with other businesses in Dumfries & Galloway and elsewhere. d) To promote and develop good business skills, communications and methods amongst tourism businesses. 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) Deleted by revision of constitution AGM 4.11.15
  4. General Policy The Association shall be neither political nor religious in stance.
  5. Membership Membership of the Association shall be open to:
  6. a) all businesses and individuals within Dumfries & Galloway with an interest in promoting Dumfries & Galloway as a holiday and visitor destination
  7. b) any businesses and individuals outwith Dumfries & Galloway deemed to have a history of promoting tourism in South West Scotland, such memberships to be at the discretion of the committee
  8. c) any business, organisation or individual operating a tourism attraction in South West Scotland likely to enhance the holiday experiences of visitors to Dumfries & Galloway.

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.

  1. 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.
  2. 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 and to have information available and to be able to recommend the services of other members businesses. 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.
  3. 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.
  4. 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) Deleted by revision of constitution AGM 4.11.15
  5. c) All members shall be entitled to one free entry on the Visit South West Scotland 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.
  6. 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.
  7. Deleted by revision of constitution AGM 4.11.15
  8. The Committee The Association shall be administered by a Committee consisting of the officers and other members elected or co-opted to serve on the committee:- a) The officers shall be comprised of a Chairman, Vice Chairman, Secretary, Membership Secretary, Web Master and Treasurer. All committee members shall give their services on a voluntary basis but personal expenses incurred by committee members 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.
  9. 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 and committee members shall resign on the third anniversary of them becoming a member the committee but any officers and committee members so resigning shall be eligible for re-election. Any member of the Association can be nominated for election to any officer’s post or as committee member. Nominations must contain the signatures of a proposer and a seconder 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. Any unsuccessful candidate may then become a committee member. 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 20% of the membership.
  10. 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.
  11. (Para deleted Sept 2003)
  12. 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 equivalent 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.
  13. 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.
  14. Deleted by 2005 Revision
  15. 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.
  16. 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.
  17. 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.
  18. 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.
  19. 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.
  20. 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.
  21. Interpretation Throughout this Constitution the masculine shall include the feminine and the singular shall include the plural (where appropriate).
  22. 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.
  23. This constitution was revised at the AGM held on 5 September 2003, and further revised at the AGM held on the 28th September 2005 and further revised at the AGM held on 4th November 2015.

 

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