Constitution

Reason For Constitution: All professional organisations need a Rule Book so that they can be administered in a fair and democratic way. The BBA is no exception and has a written Constitution which is shown in full on the website

CONSTITUTION FOR THE BRITISH BRIDAL WEAR ASSOCIATION LTD

Throughout this document words importing the masculine gender only shall be read to include the feminine gender. In addition, the words in the first column of the following table shall bear the meanings set out opposite to them if not inconsistent with the subject matter or context.

Words Meanings

Executive Council The Executive Council for the time being

Sub Committee The Sub Committee for the time being

RBA Retail Bridalwear Association Ltd

BBA British Bridalwear Association LTd

President Office for the promotion and development of BBA

Secretary Any Senior Employee engaged to assist in the Management of the BBA

Member (BBA) The meaning as defined in para C.5 of this Constitution

Year Calendar Year

Member Shall include all grades as identified in para C.2 of this Constitution

NAME. The name of the association is "THE BRITISH BRIDAL WEAR ASSOCIATION LTD" (hereinafter called the "BBA")
Aims and objectives.
The objects for which the BBA is established are:

To foster the interests of member companies and to represent their views to government, other agencies, companies and organisations in the United Kingdom and abroad;

To set and supervise standards of professional and commercial conduct between member companies and all of those who have dealings with them, thereby enhancing their professional status and commercial success;

To extend, increase and disseminate knowledge of, and to facilitate the exchange of information and ideas in regard to, all matters connected with the supply, manufacture, distribution, display and sale of bridalwear;

To assist and encourage in all practical ways the development and improvement of the techniques and practices of the bridalwear trade.
MEMBERSHIP
1. The number of members with which the BBA proposes to admit is limited to the Constitution of the RBA.
2. The membership of the BBA shall be divided into the following grades or such other grades as may from time to time be decided by Members in General Meeting.
  1. Member
  2. Honorary Member
3. The BBA may admit to membership anyone who may be eligible under the regulations and who makes application in form and manner approved by the Sub Committee, which will require ratification at the following BBA meeting.
4. No member shall be entitled to any privileges other than those, which this Constitution attaches to the specific grade of member of the BBA to which he belongs.
5. The BBA may elect as a Member any trading entity, partnership or company, whether formally incorporated or not, which
  1. ...has been continuously trading in new bridalwear for a minimum period of 3 years and
  2. ...is trading from independent dedicated manufacturing premises which are subject to business rates and
  3. ...whose trade can be demonstrated to be predominantly manufacturing in nature free from strong or exclusive links with any single retailer or retail chain and
  4. ...which has demonstrated in accordance with procedures approved by the Sub Committee suitability for admission to the Member grade and
  5. ...has no links with home traders.
6. The BBA may elect as a member any company or individual who, at the time of applying for admission,
  1. ...does not qualify as a Member but who is considered capable of making a contribution to the furtherance of the objects of the BBA and/or
  2. ...has a special interest in the BBA
7. The BBA, in its absolute discretion, may elect as an Honorary member of the BBA, for such period as it shall direct, any person who, whether or not previously in membership of the BBA, nor necessarily eligible for membership, has performed or is performing a service of outstanding benefit to the membership at large or to the advancement of the manufacturing bridalwear profession and who, in the opinion of the Sub Committee is deserving of such recognition. Such election shall not confer any entitlement to vote at meetings of the BBA.
8. The decision of the Sub Committee not to admit any applicant to membership shall be final and the Sub Committee shall not be bound to give any reason for its refusal.
RIGHTS AND PRIVILEGES OF MEMBERS
1. Only duly accredited representatives of Members shall be entitled to be nominated to serve as members of the BBA.
FEES AND REGISTER OF MEMBERS
1. Every application for admission as a member of the BBA shall be made in such form, as the Sub Committee shall from time to time decide.
2. Admission as a member of the BBA shall be by simple majority election by the Sub Committee as ratified at a BBA meeting. Immediately upon election of a member, notice shall be given to him accompanied by a request to remit to the BBA within one month, the amount of his entrance, exemption or other initial fees (if any) and first subscription. He shall, on request, be furnished with a copy of the Constitution of the BBA. Upon acceptance of such fees (if any) and the first subscription, he shall become a member of the BBA and be entitled to all the benefits and privileges of membership of his class and be bound by the Constitution, supporting by-laws and regulations. If any due fee or subscription is not paid within one month of the date of such request, the election of such a member shall be declared void unless he can satisfy the Sub Committee that the delay was due to a substantial reason acceptable to them.
3. Membership fees and subscriptions shall be payable on such date or dates, by such means, in such manner and for such period as may from time to time be decided by the Sub Committee in the best interests of the BBA.
4. If any member shall fail to pay his annual subscription within one month after it has become due, the Sub Committee shall send a notice to such member by ordinary prepaid post at the address shown on the membership record of the BBA calling his attention thereto. If such subscription remains unpaid within three months of the date of such letter, he shall be removed from the register of members.
RESIGNATION AND REMOVAL OF MEMBERS
1. Any member may resign his membership of the BBA by letter addressed to the BBA. Every such notice shall be regarded as taking effect from the first due subscription renewal date following the date of the letter. Any member giving less than two months’ notice before such date in any year shall be liable to pay his subscription for the following year.
2. If any member is sent to prison or is convicted of an indictable offence or is adjudged a bankrupt or makes any composition or arrangement with his creditors under any Statute or has any mandatory licence to trade permanently removed by the appropriate authorities, he shall normally cease to be a member. However, the Sub Committee shall have the power to suspend the operation of this regulation and/or readmit to membership on terms to be prescribed by them.
3. If, in the opinion of the Sub Committee, any member or any accredited representative of a member of the BBA has been guilty of conduct prejudicially affecting the welfare of the BBA or is not a suitable person to continue as such or who has contravened the provisions of the Constitution, supporting by-laws and/or regulations, he may be invited to resign his membership within such time as the Sub Committee shall decide. In default of such resignation, he may be suspended from membership by the Sub Committee pending consideration by the Sub Committee. However, no member shall be required to resign his membership or be suspended except by formal resolution supported by not less than two thirds of the members of the Sub Committee present and voting at the meeting unless the member concerned shall first have had the opportunity of being heard at the meeting by himself or his appointed representative in his defence.
4. Any member suspended and/or recommended for expulsion under these rules shall have the right to appeal to the Sub Committee whose decision shall be final and binding.
5. On ceasing to be a member of the BBA neither the company nor the individual shall have any claim on the BBA, its property and funds and shall cease to be entitled to any of the benefits and privileges of membership and shall be required to return to the BBA any property of the BBA still in his possession including any certificate or insignia of membership which might, from time to time, be issued.
OBLIGATIONS OF MEMBERSHIP
1. Every member of whatever grade shall be bound to further to the best of his ability the objects, interests and influence of the BBA and shall observe all regulations and rules of the BBA.
THE SUB COMMITTEE
1. The BBA will be governed by a Sub Committee elected by the members.
2. Unless otherwise decided by a General Meeting, the Sub Committee shall be comprised of 7 (seven) members each one of whom must be a duly accredited representative of a member of the BBA but will be deemed to have been elected on a personal basis.
3. The Sub Committee may from time to time appoint any member of the BBA as a member of the Sub Committee either to fill a casual vacancy or by way of addition to their number provided that the prescribed maximum permitted number is not thereby exceeded. Any member so appointed will remain in office until the next Annual General Meeting but shall then be eligible for election by the whole membership.
4. The continuing members of the Sub Committee may act in spite of any vacancy in their body provided that if the number should at any time be reduced to fewer than 4 (four) they will be permitted to act only for the purposes of filling vacancies or of summoning a General Meeting and for no other purpose.
POWERS AND DUTIES OF THE SUB COMMITTEE
1. The Sub Committee shall act as the Directors of the BBA exercising all such powers that are not required by the Constitution and by-laws to be exercised by the BBA in General Meeting.
2. The Sub Committee may pay all expenses associated with the promotion, formation, establishment and registration of the BBA as they think fit.
3. No monies belonging to the BBA may be expended by any officer or servant of the BBA without the prior approval of the Sub Committee.
4. The Sub Committee may appoint any company, firm or person or body of persons to be the attorneys of the BBA.
5. The Sub Committee may exercise all powers of the BBA to borrow money and to mortgage or charge its undertakings and property or any part thereof in any manner that they deem desirable as security for any debt, liability or obligation of the BBA and may invest or cause to be invested any surplus monies of the BBA on its behalf.
6. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be signed, drawn, accepted, endorsed or otherwise executed by the Chairman and any 1 (one) other officer of the Sub Committee.
7. The Sub Committee may from time to time make and vary regulations with regard to and providing for:
  1. ...entrance fees, if any, and annual membership subscriptions, in all classes;
  2. ... the nomination of officers and servants of the BBA and their respective duties;
  3. .. the proceedings at and conduct of General Meetings;
  4. ...the composition, terms of reference and supervision of Sub Committees, Regions, Branches, Groups and other subsidiary sections of the BBA;
  5. ...the development of membership services and activities consistent with the aims and objectives of the BBA;
  6. ...control and regulation of the proceedings of the Sub Committee and the summoning of meetings thereof;
  7. ...the setting up, management, control and dissolution of any wholly owned company or agency established by the BBA;
  8. ...the appointment of a President as an Honorary Member who shall act in a promotion and development role. The President shall have a salary with expenses added as negotiated by the Sub Committee to whom the President is totally responsible. The position of President shall be separate from that of the Executive Officers of the BBA.
  9. The spending power of the Sub Committee should be limited to £25,000 per specific project, above that amount approval will be required from the membership by a majority vote.
  10. Each Sub Committee member shall attend at least 50% of all Sub Committee meetings per year.
PROCEEDINGS OF THE SUB COMMITTEE
1. Unless otherwise determined, 4 (four) shall be a quorum at meetings of the Sub Committee.
2. Unless otherwise decided by the Constitution and by laws, questions arising at the meeting shall be decided by a simple majority of votes, in case of an equality of votes, the Chairman shall have a second or casting vote.
3. The Sub Committee shall meet on at least 2 (two) occasions in every year. On receipt of a written request signed by any 4 (four) members of the Sub Committee the Secretary shall at any time, with not less than 10 (ten) days’ notice, summon a meeting of the Sub Committee.
4. At the first meeting following the Annual General Meeting the Sub Committee shall elect from within their number
  1. ...a Chairman
  2. ...a Vice Chairman
  3. ...a Senior Executive (Honorary Member)
  4. ...an Honorary Secretary
  5. ...an Honorary Treasurer who shall act as Executive Officers of the BBA.
5. The Executive Officers of the BBA shall enjoy full delegated authority to act upon the instructions of the Sub Committee and the BBA between meetings of the Sub Committee subject to the duty to report back to the Sub Committee at the earliest opportunity.
ELECTION AND RETIREMENT OF MEMBERS OF THE SUB COMMITTEE
1. At the first Annual General Meeting of the BBA, elections will be held for all 7 (seven) places on the Sub Committee. At the Annual General Meeting to be held in each subsequent year, 2 (two) members of the Sub Committee shall be required to retire from office with the option of offering themselves for re-election. The members to retire will be those who have been longest in office since their last election or appointment. In the case of members of equal seniority, and, in the absence of agreement between them, the members to retire shall be selected by lot.
2. A member of the Sub Commitment may retire or resign from the Sub Committee with effect from the date of receipt by the BBA of written notice of such intention.
3. Every candidate for election to the Sub Committee shall be a member in good standing.
4. With the exception of retiring members of the Sub Committee, every candidate for election must submit to the Secretary by the specified date an official nomination form duly supported by not less than 2 (two) members.
5. Members shall be given not less than 21 days’ notice of the closing date for nominations for election to the Sub Committee.
6. In the event of a ballot, members will be given not less than 10 days’ between the receipt of the ballot paper and the closing date for receipt of completed ballot papers
7. If the number of candidates nominated matches the number of vacancies, all nominated candidates shall deemed and declared to have been elected and shall take office with effect from the end of the meeting at which their election is declared.
8. If the number of candidates nominated exceeds the number of available vacancies, an election by postal vote of all members eligible to vote at a General Meeting shall be held.
9. When a postal vote is required, members shall be required to return completed ballot forms by not later than 1700 hrs more than 2 (two) working days before the date of the General Meeting at which the result of the ballot is to be announced.
10. It shall be the duty of the Secretary or of some person or persons appointed for the purpose by the Sub Committee (none of whom shall be candidates) to receive, examine and count the ballot papers. In the event of a tie the Chairman’s decision shall be final.
DELEGATION OF DUTIES
1. The Sub Committee may delegate any of their powers to committees consisting of such members, as they think fit. Any committee so formed shall conform to any regulation imposed upon it by the Sub Committee and by the Constitution and by laws. All acts and proceedings of such committees shall be fully reported to the Sub Committee as soon as possible.
DISQUALIFICATION AND REMOVAL OF MEMBERS OF THE SUB COMMITTEE
1. The office of a member of the Sub Committee shall be vacated:
  1. ...if a receiving order is made against him or the company which he represents or he or the company which he represents makes any statutory arrangement or composition with creditors,
  2. ...if he ceases to qualify as a member of the BBA,
  3. ...if, by notice to the BBA, he resigns his position,
  4. ...if he, as an individual, accepts within any other organisation any national, regional or local office which could, in the view of the Sub Committee, result in a conflict of interest.
GENERAL MEETINGS
1. The BBA shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Sub Committee.
2. All General Meetings other than the Annual General Meeting (AGM) shall be called Extraordinary General Meetings (EGM).
3. An Extraordinary General Meeting may be called by the Sub Committee whenever they think fit or by not less than 5 (five) members of the BBA delivered to the Secretary a signed and written request for such a meeting.
4. At least 21 (twenty one) days’ written notice shall be given to every member of every Annual General Meeting specifying the nature of business to be conducted.
5. At least 56 (fifty six) days’ written preliminary notice shall be given to every member of every Annual General Meeting specifying the place, date and time of the meeting, the number of vacancies on the Sub Committee to be filled at such a meeting and a date of the meeting by which nominations of candidates for election as members of the Sub Committee must have been received and inviting the submission of other business to be included on the agenda of the meeting.
6. No business may be transacted at a General Meeting unless the required notice has been given to all members.
7. The agenda of the Annual General Meeting shall include a report from the Sub Committee for the year, consideration of the income and expenditure account and balance sheet for the year and notice of the election of members of the Sub Committee for the following year
8. No business shall be transacted at a General meeting unless a quorum is present. Save as permitted in paragraph 9, below, 4 (four) members personally present shall be a quorum.
9. If within half an hour from the appointed time a quorum is not present, any General Meeting convened on requisition by members shall be dissolved. In any other case, it shall stand adjourned for at least 14 (fourteen) days at a time and place to be decided by the Sub Committee. If, at such an adjourned meeting a quorum is not present within half an hour, the members then present shall constitute a quorum.
10. At any General Meeting a Resolution put to the vote of the meeting shall normally be decided on a show of hands. The Chairman, in his absolute discretion, may require a specific Resolution to be decided by secret ballot.
11. In the case of an equality of votes, whether on a show of hands or on a ballot, the Chairman shall be entitled to a second or casting vote.
VOTES OF MEMBERS
1. Every member shall be entitled to one vote on a show of hands or in a ballot. Members of other classes may attend any General Meeting but have no right to vote thereat.
2. Proxy votes are permitted at any meeting of the BBA. A member may appoint a single accredited representative to attend and to vote at General Meetings on his behalf. Members of the Sub Committee are deemed to have been elected in a personal capacity. Substitute representatives may therefore attend and vote at meetings of the Sub Committee.
MINUTES
1. The Sub Committee shall cause proper Minutes to be made of all business conducted by them and by sub committees set up by them. Minutes signed by the Chairman of the succeeding meeting shall be sufficient evidence of the facts recorded in them.
2. A resolution in writing signed by a majority of the current members of the Sub Committee or of any committee appointed by them shall be as valid and effective as if it had been passed at a meeting of the Sub Committee or committee duly convened and constituted.
APPOINTMENTS
1. The Sub Committee shall have the power to appoint a Secretary and such other employees as they may in their absolute discretion consider necessary for the administration of the BBA upon such terms, as they shall think fit. Any staff so employed may be removed by them.
ACCOUNTS
1. The Sub Committee shall cause accounting records to be kept. Such records will always be open to inspection by the members of the Sub Committee who will decide, in their absolute discretion, to what extent, outside their obligations to present the annual accounts to the Annual General Meeting, such records should be open to inspection by members of the BBA.
2. A copy of every Annual Balance Sheet which is to be laid before the BBA in General Meeting, together with the report of the Sub Committee shall be sent to every member not less than 21 (twenty one) days before the date of the meeting.
3. Unless determined otherwise by General Meeting, the standard accounting year for the BBA will run from 1st January to 31st December.
NOTICES
1. A notice may be served by the BBA upon a member either personally or by sending it through the post in a prepaid letter addressed to the member at his registered address as appearing on the register of members. Any notice served by post will be deemed to have been received on the day following that on which it was posted.
2. Any accidental omission to give notice of a meeting to any member shall not invalidate any proceedings or resolutions at any meeting of the BBA.
CHANGES TO THE CONSTITUTION AND BY LAWS
1. The adoption of the initial draft Constitution by a simple majority of the members present and voting in General Meeting shall bind each member to its provisions from the close of the meeting at which it is adopted.
2. The Sub Committee may make such by laws and regulations governing the conduct of the BBA and/or its Members provided that such by laws and regulations are not covered by or do not conflict with the approved Constitution.
3. Following its initial adoption, amendments to the approved Constitution may only be made by members in General Meeting provided that any Resolution proposing such change has the support of not less than two thirds of the members present and voting.
INTERPRETATION, DISPUTES AND ARBITRATION
1. The Management of the BBA, its Constitution, by laws and regulations shall be conducted, as far as possible, in accordance with the requirements of the UK Companies Acts of 1985 to 1994. Any question of interpretation or challenge to the validity of the provisions of the Constitution, by laws or regulations should be referred to the Secretary who shall report the matter to the Sub Committee who will be required to seek independent professional advice and report back to the member who raised the issue within 28 (twenty eight) days of the report being received by them.