DRAFT REVISED CONSTITUTION OF THE TAA
Tropical Agriculture Association
(bringing together those concerned with the role of agriculture and
poverty alleviation in sustainable development) Registered charity No: 800663
Constitution
SECTION 1:The Association, its purposes and status.
1) There shall be an association established in the
United Kingdom by the name of the Tropical Agriculture Association (hereinafter
referred to as the Association) . This Constitution defines the purposes and
status, membership and governance of the Association.
1.2 The
purposes of the Association are to be an association of practitioners
(including research workers, teachers and advisers, development specialists and
students), and of others concerned with the science and practice of agriculture
and its impact on human development.
Particular emphasis is given to those regions of the earth which have
tropical, sub-tropical and winter rainfall climates, and particularly in
developing countries as defined by the International Bank for Reconstruction
and Development, and emerging economies in other parts of the world. However,
the Executive Committee of the Association shall determine the limits of
those regions according to its discretion in particular instance, and to make
the public aware of the work of the Association.
1.3 In furtherance of the said objects but not
otherwise the Association may:-
i) Bring together in conference representatives of
voluntary organisations, Government departments, statutory authorities and
individuals, to address memoranda and the like to national or international
public and private agencies and to present evidence to commissions of inquiry
and the like;
ii) Promote and
carry out or assist in promoting and carrying out research and investigations,
surveys, development projects and the like,
and to publish the useful results thereof;
iii) Arrange and
provide for or join in arranging and providing for the holding of conferences,
seminars, meetings, workshops and the like;
iv) Collect and
disseminate information on all matters affecting the said objects and exchange
such information with other bodies having similar objects wherever they might
be located;
v) Encourage and
in appropriate cases promote the training of workers for service in support of
agricultural and rural development in the regions defined in Clause 1.2 above,
including the provision of opportunities to obtain overseas experience;
vi) Undertake,
execute, manage or assist any charitable trusts or award funds which may
lawfully be undertaken, executed, managed or assisted by the Association;
vii) Cause to be
written and printed or otherwise reproduced and circulated, gratuitously or
otherwise, such papers, books, periodicals, pamphlets or other documents or
films or recorded tapes (whether in electronic, audio or visual format) as shall further the said objects;
viii) Purchase, take on lease or in exchange, hire or
otherwise acquire any property and any rights and privileges necessary for the
promotion of the said objects and construct, maintain and alter any buildings
or erections necessary for the work of the Association;
ix) Make
regulations for any property which may be so acquired;
x) Subject to
such consents as may be required by law, sell, let, mortgage, dispose of or
turn to account for all or any of the property or assets of the Association;
xi) Subject to
such consents as may be required by law, borrow or raise money for the said objects
and accept gifts on such terms and on such security as shall be deemed to be
necessary;
xii) Establish branches in any country, or region, the
purposes of which will conform with those of the parent association, and enable
greater participation by members of those regions;
xiii) Establish
special interest groups within the association;
xiv)Employ staff to work for the Association, and
establish their terms of reference.
xv) Act in such
other ways as may support the objectives set out in Clause 1.2 of this Section.
1.4 The
Association shall:
(i) Raise funds and invite and receive
contributions from any person or persons whatsoever by way of subscriptions and
otherwise provided that the Association shall not undertake permanent trading
activities in raising funds for the said objects;
(ii) Invest the moneys of the Association not
immediately required for the said objects in or upon such investments,
securities or property as may be thought fit, subject nevertheless to such
conditions (if any) as may for the time being be imposed or required by law;
(iii) Do all such other lawful things as are
necessary for the attainment of the said objects.
SECTION II:Membership of the Association
2.1 Categories of membership
Membership is
open to all qualified members of the public. There shall be five principal categories of individual membership of the
Association, namely: Ordinary Members, Honorary Members, Fellows,
Student Members and Associate Members The membership categories may be divided
into sub-categories, reflecting the benefits options which the Association may from time to time introduce.
Members shall receive all relevant papers, notices and reports issued by the
Association. Only members may attend Annual and Extraordinary General Meetings. Non-members may however be invited, with or
without payment of fees as determined by the Association, to attend all other functions or to
participate in all other activities organised by the Association. In
addition there shall be Corporate Members
2.2 Individual Members
Full membership
of the Association shall be open to:
Persons 18 years old or over wherever they
may reside. The Association will give equal opportunities to all and will not
discriminate on the grounds of race,
age, sex, disability or religion.
However members should :-
(i) hold
appropriate degrees or higher national diplomas or other qualifications of institutions acceptable to the Executive
Committee of the Association, and have
been engaged professionally in service related to agricultural and rural
development in countries in the regions of the earth specified in Clause 1.2
above for a significant period of time (normally exceeding one calendar year)
or;
(ii) have
been professionally engaged in work
which is or has been directed to agricultural and rural development in the
regions of the earth specified in Clause 1.2 or;
(iii) are regarded by the Executive Committee of the
Association as having professional experience equivalent to that specified in
(i) or (ii) above
and have paid the
subscription levied in respect of their grade of membership.
2.3 Honorary
members
Persons who are judged by the Executive Committee of the
Association to be rendering or to have rendered distinguished service to
agricultural and rural development in the regions of the earth specified in
Clause 1.2 may be invited by the Executive Committee to become honorary members
of the Association.
2.4 Student
members
Persons who are registered students in a University or other
teaching institution approved by the Executive Committee and who are following
a full-time course intended to prepare them for professional service in
agricultural or rural development in regions specified in Clause 1.2 are
eligible to apply for student membership, irrespective of their nationality or normal place of
residence.
2.5 Associate Members.
Members of other
organisations, having similar objectives to those of the TAA, may be offered
Associate membership under specific financial arrangements as are agreed from
time to time on a case by case basis.
Overseas Branches of the TAA will be given Associate membership. Members
of Associated organistaions are given the same status and rights as individual
members of the TAA.
2.6 Corporate Members.
Corporate Membership to be open to
National, International and Local Companies and Organisations and National,
International and local voluntary organisations, whether corporate or
unincorporated, which are interested in furthering the said work and have paid
the annual subscription. Each member organisation shall appoint one individual
person to represent it and vote on its behalf at General Meetings of the
Association. In the event of such individual person resigning or otherwise
leaving an organisation, he or she shall forthwith cease to be a representative
thereof. Each member organisation may appoint a deputy to replace its appointed
representative if the latter is unable to attend any particular meeting of the
Association.
2.7 Admission to membership
Applications or
proposals for membership shall be made to the Membership Secretary in such
manner as may be prescribed by the Executive Committee. The names of persons
accepted into membership shall be notified to the members of the Association.
2.8 Termination of membership
The Executive
Committee may at its sole discretion remove from membership any member or
organisation whose activities are deemed to be contrary to the objectives of
the Association provided that the individual member concerned or the individual
representing such organisation (as the case may be) shall have the right to be
heard by the said Executive Committee before a final decision is made.
SECTION III:Governance of the Association
3 1 Government
of the Association
i) The Association shall be governed by an Annual General
Meeting for which a month’s notice has to be given, at which all members are
entitled to be present and to speak.
Eligable members may vote in
person, by correspondence or by proxy.
The representative of a corporate member has a single vote.
ii) The Annual
General Meeting, chaired by the President or in his absence the Chairman, shall
elect the Officers of the Association and the elected members of the Executive
Committee and shall appoint an auditor or auditors. It shall receive and
discuss the reports of the Executive Committee and the Officers and may
approve, amend, refer back or reject any of these reports. It shall consider
and determine proposed changes in the Constitution and it shall determine the
policies and programmes of the Association.
(iii) If fewer
than 20 ordinary and honorary members are present, the Annual General Meeting
shall be postponed to a later occasion at which the quorum shall similarly be
20 ordinary and honorary members.
iv) An Extraordinary General Meeting may be called by the
Executive Committee or at the request of not fewer than 50 ordinary and
honorary members of the Association, made in writing to the General Secretary.
An Extraordinary General Meeting shall have all the powers of an Annual General
Meeting.
v) The Officers of the Association shall
consist of : President, Chairman, General Secretary, Membership Secretary,
Treasurer and Editor. In addition,
other positions which shall from time to time exists will be given officer
status ( e.g.: Chairman of the TAAF Committee, Assistant Editor, Web Master,
Directory Editor, BESO co-ordinator, UK Forum secretary, Specialist group
convenors, Regional group convenors, Overseas branch co-ordinators and the
Royal Show manager)
·
2) The Executive Committee
3.2.1 The affairs of the Association shall
be conducted between Annual or Extraordinary General Meetings, in accordance
with the objectives set out in Clause 1.2, by an Executive Committee. The
Executive Committee shall consist of the Officers (see Clause 3.3) and six
members, nominated and seconded from the ordinary and honorary members, and
elected by those members voting in person, by correspondence or by proxy at an
Annual or Extraordinary General Meeting of the Association, together with
co-opted members as specified below. Notice of the vacancies, for which
nominations are required, should be given not less than two months in advance
of the meeting.
2) The President shall have the power to nominate up to
four ordinary or honorary members of the Association to be co-opted to the Executive Committee, and selected so
as to ensure that the Executive Committee includes members working within, or
retired from, a wide range of civil society, namely in teaching institutions,
employed by Government agencies and employed by Non-Government organisations
and private companies. Such co-opted
members shall have the right to vote at meetings of the Executive Committee.
3) The Officers and elected and co-opted members of the
Executive Committee shall serve for up to three years. They shall be elected or
co-opted for such periods as will ensure that one-third of the members and
co-opted members retire each year. They shall be eligible for re-election or
co-option for further periods.
4) In the event
of any post in the Executive Committee falling vacant for any reason during the
year, the Executive Committee may fill the vacancy by nomination which will be
effective until the following Annual General Meeting when election will be held
in the normal manner.
SECTION IV:Finance
1) All moneys raised by or on behalf of the Association
and all its funds shall be applied to further the objects of the Association
and for no other purpose provided that nothing herein contained shall prevent
the payment in good faith of reasonable and proper remuneration to any employee
of the Association or the repayment to members of the Committee or of any
committee appointed under Clause 3.2.1 hereof of reasonable out-of-pocket
expenses.
2) The Honorary
Treasurer shall keep proper accounts of the finances of the Association.
3) The accounts
shall be audited at least once a year by the auditor or auditors appointed at
the Annual General Meeting.
4) An audited
statement of the accounts for the last financial year shall be submitted by the
Committee to the Annual General Meeting as aforesaid.
5) A bank account
or accounts shall be opened in the name of the Association with such
bank as the Committee shall from time to time decide. The Chairman,
Treasurer, Membership Secretary and the General Secretary of the Association
are authorised to sign cheques on behalf of the Association.
6) Subscriptions:
1) With the exception of Honorary Members, subscriptions
for all classes will be an amount determined at an Annual General Meeting.
Honorary Members will be excluded from such payment.
2) Subscriptions
shall be paid to the Treasurer in such manner as may be determined from time to
time by the Annual General Meeting. A member who fails to pay his subscription
by the due date shall be deemed, after due warning, to have terminated his/her
membership though this shall not remove his/her obligation to pay his/her
subscription for the period during which he/she was deemed to be a member.
SECTION V:Dissolution
If the
Committee by a simple majority decide at any time for any reason that it is necessary
or advisable to dissolve the Association, it shall call a meeting of all
members of the Association who have the power to vote, of which meeting not
less than one month’s notice (stating the terms of the Resolution to be
proposed thereat) shall be given. If such decision shall be confirmed by a
simple majority of those present and voting at such meeting, the Committee
shall have power to dispose of any assets held by or on behalf of the
Association. Any assets remaining after the satisfaction of any proper debts
and liabilities shall be given or transferred to such other charitable
institution or institutions having objects similar to the objects of the
Association as the Committee may determine. No profit or surplus will be
distributed other than to a similar charity registered institution on winding
up or dissolution of the Association.
SECTION VI:Notices
Any notice may
be served by the General Secretary on any member either personally or on
his/her appointed representative as the case may be, or by sending it through
the post in a prepaid letter addressed to such member at his/her last known
address.
SECTION VII:Interpretation
For the
interpretation of this Constitution, the Interpretation Act, 1978, shall apply
as it applies to the interpretation of an Act of Parliament.
SECTION V111 : Alteration of this Constitution
Any alteration
of this Constitution shall receive the assent of a simple majority of the
ordinary and honorary members of the Association present and voting at a
meeting specially called for the purpose provided that notice of any such
alteration shall have been received by the General Secretary in writing not
less than two months before the meeting at which the alteration is to be
proposed. At least one month’s notice in writing of such a meeting, setting
forth the terms of the alteration, shall be sent by the General Secretary to
each member of the Association provided that no alteration shall be made which
would have the effect of causing the Association to cease to be a Charity at
law.
Constitution approved by an Annual General Meeting of the Association on
(date) at (place).
Signed : General Secretary
Chairman