Articles of Association of the Agricultural Industries Confederation Limited

(adopted by Special Resolution passed on 8 October 2003 - amended by Special Resolutions passed on 26 April 2006 - amended by Special Resolutions passed on 25 October 2006)

General

1. In these presents the words standing in the first column of the table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof if not inconsistent with the subject or context:

Words importing the singular number only shall include the plural number and vice versa.

Words importing the masculine gender only shall include the feminine gender.

Words importing persons shall include corporations.

Subject to the aforesaid any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these Articles become binding on the Association shall, if not inconsistent with the subject or context, bear the same meanings in these Articles.

2. The Association is established for the purposes expressed in the Memorandum of Association.

Membership

3. (A) Such eligible persons, companies, corporations or associations as the Board shall admit to membership in accordance with the following provisions shall be Members of the Association and shall be entered in the Register of Members accordingly

(B) The following are eligible for membership of the Association:

(i) Traders, manufacturers, processors, distributors or brokers involved in the Industry (hereinafter referred to as 'Full Members') except any such traders, manufacturers, processors, distributors or brokers whom the Board shall determine to admit to membership as Associate Members pursuant to the provisions of sub clause (ii) below.

(ii) Other companies, persons or organisations associated with the Industry whom the Board shall admit to membership (hereinafter referred to as 'Associate Members').

(iii) Any person whom the Board may from time to time elect as an honorary and non voting Member.

(iv) Any person who has been a member of the Association or a director or employee of a Member firm, but is no longer eligible for membership under sub clauses (i) and (ii) above, who may be admitted as a non voting Member.

(C) The Board shall have power to sub divide such membership classes into subclasses and to impose such conditions on and give such services to each such class or subclass as they shall think fit and to place Members into whichever class or sub class the Board shall consider appropriate.

(D) In the case of a partnership firm or a company, this name shall be placed on the Register of Members and any representatives whom the firm or company respectively may from time to time determine shall have the right to attend meetings, but one representative or director only of such firm or company (as the case may be), being first duly appointed in writing for this purpose, may vote, provided, however, that the firm or company is itself entitled to vote.

4. Any person wishing to become a Member of the Association shall sign a written application to the Board for admission to membership although the Board at its discretion may dispense with this requirement. Such application, in the case of a partnership firm shall state the names of the partners and, in the case of a corporation may be made by any of its directors. The election of any applicant shall be within the discretion of a Membership Panel comprising at least four Members who shall not be Members of the Board. Any applicant refused membership may by notice in writing require the Membership Panel to provide the applicant with reasons for its decision.

Any applicant refused membership may by notice in writing require the Board to review the decision of the Membership Panel. Within 60 days of receipt of the said notice, the Board shall, at its absolute discretion and by a majority of its number, ratify or overturn any decision of the Membership Panel to refuse membership.

The Board's decision following its review of any determination given under this article by the Membership Panel is final and the Board shall not be required to give reasons for its decision.

5. All new Members elected under Article 4 shall immediately on election pay to the Association the entrance fee and annual subscription for the current year, and thereafter shall also pay such further annual subscriptions as are provided for in Article9.

Cessation of Membership

6. (1) A Member shall forthwith cease to be a Member of the Association upon the happening of any one of the following events:

(A) The expiry of six months from the date on which such Member shall have given to the Association written notice resigning membership; such notice to commence at the start of the next financial year.

(B) The failure by such Member for six months after due date to pay to the Association any subscription or other sum due from it.

(C) The passing of a resolution by the Board that such member has incurred or suffered such a change in its constitution or objects as, in the opinion of the Board, renders that Member ineligible under Article 3.

(D) The passing of a Resolution of the Board expelling such member, as provided by Article 7.

(E) If such a Member being incorporated passes an effective resolution for winding up or an order to that effect is made against it; or if, being an unincorporated body, it takes or suffers any effective step for its dissolution; or if, being an individual, is adjudicated bankrupt.

(2) The Board may on such terms as it may think fit reinstate any former Member who has ceased to be a Member:

(3) A Member shall not be entitled to enjoy or exercise any of the rights and privileges of a Member until it shall have paid or caused to have paid on its behalf all monies due from it to the Association.

Suspension or Expulsion 

7. Any Member whose continued membership of the Association is considered by the Board to be undesirable may be expelled from membership of the Association, censured or suspended by a resolution of not less than three-quarters of the Membership Panel at a meeting of which not less than 21 days' notice specifying the intention to propose such resolution and the grounds therefore shall have been sent to the Member concerned and to all the Members of the Membership Panel and of the Board and at which the member concerned shall have been given the opportunity to be heard either personally or by his authorised representative.

Any Member expelled from membership of the Association may by notice in writing require the Membership Panel to provide the applicant with reasons for its decision.

Any applicant expelled from membership of the Association may by notice in writing require the Board to review the decision of the Membership Panel. Within 60 days of receipt of the said notice, the Board for which at least two-thirds of the Members of the Board shall constitute a quorum, shall, at its absolute discretion and by a three-quarters majority of its number, ratify or overturn any decision of the Membership Panel to expel a Member.

During a period of suspension a suspended member shall remain liable to pay the Association such sums as are due at the date of suspension or would thereafter have been or become due from it had it not been suspended.

The Board's decision following its review of any determination given under this article by the Membership Panel is final and the Board shall not be required to give reasons for its decision.

Register of Members 

8. Every member in writing shall from time to time notify to the Secretary of the Association an address to be registered as its place of address. Addresses, including e-mail addresses, so notified shall be registered as places to which all notices may be delivered or sent by ordinary post or electronically by the Association.

Subscriptions

9. The annual subscription scale at which the subscription payable by each Member to the Association and the date of payment shall be as determined by the Board from time to time. The subscription shall constitute a legal debt due to the Association, and shall be recoverable as such, provided, nevertheless, that where the Association is amalgamated with kindred or like Associations, the Board may determine if the Members thereof may be admitted without subscription until the commencement of the next financial year of the Association, when the ordinary subscription will be paid. Under no circumstances shall a subscription or any part thereof be refundable after payment.

The Board shall have power to charge interest (at 4% above base rate) on any subscriptions which shall not be paid by such date in each year as the Board may fix.

Officers of the Association

10. (1) There shall be a Chairman, a maximum of two Vice-Chairmen and the Treasurer of the Association. The Vice-Chairmen shall have different sector interests.

10. (2) The Chairman, at least one Vice Chairman and Treasurer shall be nominated by the Board and elected at the Annual General Meeting of the Association. They shall take office immediately upon the conclusion of such Annual General Meeting.

10. (3) The Chairman, the Vice-Chairmen and the Treasurer shall retire from office at the conclusion of the Annual General Meeting in each year, unless nominated by the Board for re-election and duly re-elected in accordance with paragraph (2) of this Article.

10. (4) If by reason of death or any other cause the Chairmanship becomes vacant, where there is a sole Vice-Chairman that person shall forthwith assume the office of Chairman and hold it during the remainder of the year of office of the Chairman but in the event that there be two Vice-Chairmen holding office then the Board shall decide which of the said Vice-Chairmen shall assume the office of Chairman for the remainder of the year of office of the Chairman. Any vacancy in the Vice-Chairmanship or Treasurership occasioned by death, resignation or otherwise during the interval between one Annual General Meeting and another may be filled by the Board.

10. (5) The Officers shall meet as a group from time to time.

Major Sector Committees

11. (1) Major Sector Committees of the Association shall be defined from time to time by the Board.

11 (2). The Chairmen of the Major Sector Committees shall be nominated by such Committees subject to ratification by the Board. Such Chairmen shall retire annually, but shall be eligible for re-appointment. If by reason of death or for any other reason the office of Chairman of a Major Sector Committee shall become vacant, the relevant Major Sector Committee may nominate a Chairman for the Committee for ratification by the Board.

11 (3). The Representatives of the Major Sectors shall be nominated by Sector Committees and elected at the Annual General Meeting of the Association. Such Representatives shall retire annually, but shall be eligible for re-election. If by reason of death or for any other reason the office of Representative of a Major Sector shall become vacant the relevant Sector Committee may nominate a Representative for that Sector who shall retire at the next Annual General Meeting, but shall be eligible for re-election.

General Meetings

12. A General Meeting of the Association shall be held at least once in every year to receive the Report of the Board, elect Officers and Sector Representatives and transact business normally brought before such Meetings. Not more than 15 months shall elapse between any 2 such meetings. The Secretary shall give 21 days notice at the least to every member for the time being stating the place, date and hour of such meeting.

13. The Board may at any time call an Extraordinary General Meeting and they shall within seven days after receipt of a written request signed by at least twelve members and specifying the purpose for which the meeting is to be called, summon an Extraordinary General Meeting giving not less than twenty one days' notice thereof to each member notifying them of the business to be transacted at such meeting.

14. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

15. The accidental omission to give notice of a meeting to or the non receipt of such notice by any member entitled to receive notice thereof shall not invalidate any resolution passed or proceedings taken at any meeting.

Proceedings at G eneral Meetings

16. All business shall be deemed special that is transacted at an Extraordinary General Meeting and all business that is transacted at an Annual General Meeting shall also be deemed special with the exception of the consideration of the income and expenditure account and balance sheet and the reports of the Board and of the Auditors, the nomination and election of the Officers and Sector Representatives of the Association and the fixing of the remuneration of the Auditors.

17. No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Save as otherwise herein provided six Full Members present shall be a quorum.

18. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present the meeting if convened on a requisition shall be dissolved. In any other case it shall stand adjourned until the same day in the next week at the same time and place or at such other places as the Board may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the Full Members present shall be a quorum.

19. The Chairman for the time being or, if he is not present within fifteen minutes after the time appointed for holding the meeting, a Vice Chairman shall take the Chair at all General Meetings and if neither the Chairman nor a Vice Chairman is present within fifteen minutes after the time appointed as aforesaid the Full Members present shall choose some Member of the Board who shall be present to take the Chair.

20. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn a meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, no notice need be given of an adjournment or of the business to be transacted at an adjourned meeting.

21. At any General Meeting each Full Member shall have one vote. All resolutions shall be decided by a majority of votes of the Full Members attending the meeting or voting by proxy in manner hereinafter provided. Unless a poll is, before or upon the declaration of the result of the vote, demanded by the Chairman or by at least five Full Members present and entitled to vote, a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.

22. Votes may be given either personally or by proxy. The instrument appointing a proxy shall be in writing under the hand of the member appointing (in the case of a firm or corporation, under the hand of a partner or director, as the case may be), and the instrument so signed shall be deposited at the offices of the Association not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. No person shall act as a proxy except a Member of the Board.

23. Subject to the provisions of Article 21 if a poll is demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

24. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.

25. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting shall be entitled to a second or casting vote.

26. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

Scottish Area and Council

27.(A) All Full Members who shall be actively engaged in trade in Scotland and who have paid an annual subscription to the Association shall be entitled to be members of the Scottish Area. Such Members (hereinafter referred to as 'Scottish Members') shall elect a Council (hereinafter referred to as 'the Scottish Council') in such manner as shall from time to time be directed by the Board and the Scottish Council so elected shall conform to such rules as may from time to time be adopted by the Board.

(B) The Board may delegate to the Scottish Council authority to deal with all matters relating to the Industry in Scotland in accordance with the Memorandum of Association.

(C) The Scottish Council shall, in accordance with the provisions of such rules, a propose the co-option to the Board a Member who has his principal place of business in Scotland. The delegate so co-opted is hereinafter referred to as the 'Scottish Delegate'.

(D) Such co-option shall be made annually by such date in each year as shall be nominated in writing from time to time by the Secretary of the Association and the Scottish Delegate shall hold office until the Annual General Meeting of the Association in the following year but shall be eligible for re co-option.

(E) If the Scottish Delegate be elected an officer of the Association then the Scottish Council shall be entitled to propose the co-option an additional Scottish Delegate in his Scottish Council shall be entitled to elect an additional Scottish Delegate in his place whilst he continues to hold such office.

(F) If the Scottish Delegate shall be unable to attend any meeting of the Board the Scottish Council shall have the power to nominate in writing a deputy to attend in his place.

Northern Ireland Area

28.(A) All Full Members who shall be actively engaged in trade in Northern Ireland and who have paid an annual subscription to the Association shall be represented in Northern Ireland by the Northern Ireland Grain Trade Association or such other organisation as may be representative of the grain trade in Northern Ireland (hereinafter referred to as the "Northern Ireland Area").

(B) The Board may delegate to the Northern Ireland Area authority to deal with all matters relating to the Industry in Northern Ireland in accordance with the Memorandum of Association.

(C) The Northern Ireland Area shall propose the co-option to the Board, a Member who has his principal place of business in Northern Ireland. The delegate so co-opted is hereinafter referred to as the 'Northern Ireland Delegate'.

(D) Such co-option shall be made annually by such date in each year as shall be nominated in writing from time to time by the Secretary of the Association and the Northern Ireland Delegate shall hold office until the Annual General Meeting of the Association in the following year but shall be eligible for co-option.

(E) If the Northern Ireland Delegate be elected an officer of the Association then the Northern Ireland Area shall be entitled to propose the co-option an additional Delegate in his place whilst he continues to hold such office.

(F) If the Northern Ireland Delegate is unable to attend any meeting of the Board the Northern Ireland Area shall have the power to nominate in writing a deputy from that Area to attend in his place.

Board

29. The Board of the Association shall consist of the following:

(A) The Officers of the Association.

(B) One representative from each of the Major Sectors as defined by the Board from time to time.

(C) The Scottish Delegate co-opted annually as herein before provided in Article 27

(D) The Northern Ireland Delegate elected annually as provided in Article 28

(E) Persons co opted by the Board pursuant to the provisions of Article 30

30. At their first meeting in each year or such other time as they may deem advisable the Board may co opt additional members of the Board, who shall remain in office until the next following Annual General Meeting but shall be eligible for election by Members at the Annual General Meeting.

The Board shall meet a minimum of three times a year, and shall address financial matters on at least three occasions.

31. Not more than one representative of a partnership firm or corporation shall be eligible to serve on the Board at any one time, except that further such representatives may be elected in the following circumstances:

- two representatives (if an office holder is a member of such partnership, firm or

corporation or by the Board under Article 30).

- three representatives (if specially authorized by the Board).

Powers of the Board

32.A. Subject to the provisions of these Articles the administration, direction and management of the affairs of the Association shall be vested in the Board who, in addition to the powers and authorities expressly conferred upon them by these Articles or by the Act may exercise all such powers and do all such acts and things as may be exercisable or done by the Association and are not hereby expressly directed or required to be exercised or done by the Association in General meeting. Without prejudice to the generality of the foregoing the Board may from time to time make payments out of the funds of the Association towards such charitable or beneficial objects as they may think fit, subject to the provisions of the Memorandum of Association.

B. The Board and the members shall have power from time to time to make recommendations with regard to the adoption, making, alteration and or revision of a Code of Conduct for the regulation of the Association and otherwise for the furtherance of the purposes for which the Association is established provided that such Code of Conduct does not conflict with the provisions of the Memorandum of the Association or of these Articles. Any recommendation for the adoption, making, alteration or revision of such Code of Conduct be subject to approval by a Special Resolution of the Association at a General Meeting and if it be not so confirmed shall be of no effect. Any such Code of Conduct for the time being in force shall be binding upon all Members until the same shall cease to have effect as hereinbefore provided or shall be varied or set aside by a Special Resolution of the Association. No member shall be absolved from complying with such Code of Conduct by reason of it or he not having received a copy of the same, or of any alterations of additions thereto or having otherwise no notice of them.

Disqualification of Members of the Board

33. The office of a Member of the Board shall be vacated:

(A) If he ceases to be a Scottish or Northern Ireland Delegate, as the case may be.

(B) If he becomes of unsound mind.

(C) If by notice in writing to the Association he resigns his office.

(D) If he ceases to hold office by reason of any order made under the Company Directors Disqualification Act 1986.

(E) If he is removed from office by a resolution duly passed pursuant to Section 303 of the Act.

Proceedings at Board Meetings

34. The Chairman for the time being or, if he is not present, another Officer shall take the chair at meetings of the Board provided that if neither the Chairman nor another Officer is present the Members of the Board attending such meeting shall appoint one of their number to take the Chair.

35. The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings in such manner as they think fit. Subject to the provisions of Article 7 and unless otherwise determined by the Board at least one third of the total voting Members of the Board for the time being personally present shall constitute a quorum.

36. Seven clear days' notice of every meeting of the Board shall be given specifying the place, day and hour of the meeting and the nature of the business to be transacted, provided always that the Chairman or the Vice Chairmen shall have power at any time in their discretion to convene a meeting in case of emergency at not less than 48 hours' notice and may adjourn the meeting from time to time.

37. At every meeting of the Board a resolution put to the vote of the meeting shall be decided on a show of hands. In the case of an equality of votes the Chairman of the meeting shall be entitled to a second or casting vote.

38. A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the Board generally.

39. Once in every year the Board shall appoint Standing Committees (including the Major Sector Committees). Such Standing Committees shall be appointed from amongst the Board or from representatives of Full Members of the Association who shall not already be Members of the Board, or from any other body approved by the Board for such sectors of the industry or such purposes as the Board from time to time may determine. Any person may be appointed to act as a Member of more than one committee, and each of such committees shall have power to co opt other Full Members of the Association. Each committee shall from time to time furnish to the Board reports of its meetings as and when the same are held explaining the nature of the business transacted thereat.

Chief Executive and Secretary

40. The Board may employ and remunerate a Chief Executive and a Secretary of the Association. The Board may also pay for such expert or clerical assistance and for such accommodation for the Association as they may consider desirable. The Chief Executive and the Secretary shall attend all meetings of the Board unless prevented by illness or other reasonable cause but shall have no voting rights.

Arbitration

41. Every question, dispute and difference arising between the Board and any Members as to the construction and application of these Articles, or of any rule or regulation (whether of the Board or of the Association) or as to the rights or duties of the Association or Board or of any officer or member of the Association or Members' Delegates or as to the accounts, property or affairs of the Association or any transaction, matter or thing relating thereto, shall be determined by arbitration by reference to a single arbitrator to be agreed, or in the event of either party failing to agree within 7 days of being called upon by the other party so to do to be appointed by the President for the time being of the Law Society; and, subject thereto, in accordance with the provisions of the Arbitration Act, 1996 or of any statutory modification thereof for the time being in force.

Accounts

42. The Treasurer shall cause proper books of account to be kept at the office of the Association or at such other place or places as the Board shall think fit. The books of account shall always be open to the inspection of all Members of the Board.

43. At the Annual General Meeting in every year the Treasurer shall present to Members proper accounts for the period since the preceding accounts. Such accounts shall be accompanied by a report of the Board as to the state of the affairs of the Association.

44. A copy of the accounts and such report aforesaid shall be sent to the persons entitled to receive notices of General Meetings in the manner in which notices are to be given under Article 47 hereof.

Audit

45. Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by a qualified firm of Accountants who shall be nominated by the Board.

Arbitration Rules

46. The Board shall lay down the rules to be observed where disputes between Members or between Members and non Members are to be determined by arbitration in accordance with the rules of the Association. The Board shall provide in such rules for the appointment of Boards of Appeal for the purpose of hearing appeals from the decision of arbitrators in such arbitrations and for the rules to be observed in relation to such appeals. The Board may from time to time vary, alter, repeal and replace such rules.

Notices

47. A notice may be given by the Association to any Member either personally or by sending it by post or electronically to him to the address within the United Kingdom supplied by him to the Association for the giving of notices to him, and notice of every General Meeting shall be given in such manner to every Member except those members who have not supplied to the Association an address within the United Kingdom for the giving of notices to them. No other person shall be entitled to receive notices of General Meetings.

48. Any notice sent by first-class post shall be deemed to have been served on the second day following that on which the envelope or wrapper containing the same is posted, and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and posted. A certificate in writing signed by the Secretary or other office of Association that the envelope or wrapper containing the notice was so addressed and posted, shall be sufficient evidence thereof.

49. Any notice sent by telex, facsimile or electronic transmission shall be deemed to have been served on the date of transmission provided that a confirming copy thereof is sent by First Class pre-paid post to such Member at his registered place of address within 24 hours after transmission.

Application of Income

50. The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in its Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Association.

Dissolution

51. If, upon the winding up or dissolution of the Association, there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the Members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, but which shall prohibit the distribution of its or their income and property amongst its or their Members to an extent at least as great as is imposed on the Association under or by virtue of the foregoing Article, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution and if and so far as effect cannot be given to the aforesaid provision, then to some charitable object.