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Bee Improvement and Bee Breeders' Association Constitution
Adopted at the Annual General Meeting 20th April 2008.
1. Commencement.
This Constitution shall operate immediately upon adoption and shall supersede all
Constitutions previously in force.
2. Name.
The name of the Association shall be the Bee Improvement and Bee Breeders' Association (BIBBA),
hereinafter called the Association.
3. Objectives.
The objectives of the Association shall be the conservation, reintroduction, study, selection
and improvement of native or near-native honeybees of Britain and Ireland.
4. Powers.
In furtherance of the said objectives but not further or otherwise the Association may:
Promote and organize co-operation in the achievement of the said objectives locally,
nationally and internationally and to that end may bring together or co-operate in
conference with representatives of associations, organizations, government departments,
statutory authorities and individuals engaged in the furtherance of same.
Promote and carry out or assist in promoting and carrying out research, surveys and
investigations and to publish results thereof. Arrange and provide for or assist in
arranging or participate in meetings, lectures, seminars, conferences, shows, exhibitions,
training courses and other educational activities.
Collect and disseminate information on all matters affecting the said objectives and exchange
such information with other bodies having objects similar to some or all the objectives of the
Association whether within or outside Britain and Ireland.
Assist any charitable trusts, which may lawfully be assisted by the Association.
Procure to be written and print, publish, issue, electronically transmit or display and
circulate gratuitously or otherwise such papers, bulletins, newsletters, books, periodicals,
pamphlets, programmes or such other documents or films as shall further the said objectives.
Purchase, take on lease or exchange, hire or otherwise acquire any property and any rights
and privileges necessary for the promotion of the said objectives and construct, maintain
and alter any buildings or erections necessary for the work of the Association.
Subject to such consent as may be required by law, sell, let, mortgage, turn to account all or
any of the property or assets of the Association.
Raise funds and invite and receive contributions from any person or persons whatsoever by way
of grants-in-aid, subscription, donation, legacies or such other lawful means provided that
the Association shall not undertake any permanent trading activities in raising funds for
its charitable objectives; borrow money for the said objectives on such terms and on such
security as shall be thought fit subject to such consent as may be required by law.
Procure contributions to the Association by personal or written appeals, public meetings or
otherwise.
Invest the monies of the Association not immediately required for its objectives in or upon
such investments, securities or property as may be thought fit, subject nevertheless to such
conditions as may for the time being be imposed or required by law.
Do all such other lawful things as shall further the said objectives.
5. Number of members.
The number of members of the Association is unlimited.
6. Membership.
Any person shall be eligible for membership, but the Association may in its absolute
discretion acting through the Central Committee and without having to give a reason,
refuse to admit to membership any applicant whom they shall consider not to be a fit
and proper person to be so admitted.
7. Membership application.
Application for membership shall be made in a manner approved by the Central Committee.
8. Undertaking to observe rules.
Every applicant for membership shall undertake to observe and be bound by the Constitution
of BIBBA.
9. Classes of members.
There may be the following classes of members, namely Ordinary and Honorary.
Ordinary Member shall be any person of 18 years of age or over.
Honorary Member shall be any person so admitted by the members present and voting on a
proposition brought by the Central Committee at an Annual General Meeting who by reason
of their position or their eminence in the field of apiculture or of their experience in
matters relating to apiculture may appear to be able to render assistance or who have
rendered assistance in promoting the objectives of the Association; such persons shall
remain Honorary Members at the pleasure of the Association.
10. Benefits of membership.
Except as precluded herein members of whichever class shall be entitled to enjoy all the
benefits and privileges which membership of the Association bestows.
Members will be encouraged to form local bee breeding groups of members & non-members
who share the objectives of BIBBA in order to propagate native or near-native bees.
11. Subscriptions.
The members present and voting on a proposition brought by the Central Committee at an Annual
General Meeting shall determine the subscription applicable to Ordinary members. Annual
subscriptions shall be due on the 1st day of January in each year.
Honorary Members shall be exempt from the payment of subscriptions.
12. New member.
A person on admission shall forthwith pay the annual subscription for the current calendar
year and may be required to pay a joining or re-joining fee. When admitted on or after the
1st October in any year such subscription shall be deemed to expire on the 31st December
in the next following calendar year.
13. Penalty for non-payment.
A member whose annual subscription remains unpaid for a period of 3 months shall be deemed
to have terminated his membership. No member shall be entitled to vote at any meeting until
his current annual subscription has been paid in full.
Honorary and Life Members shall contact the Secretary at least every 5 years. If such contact
is not made, membership will deem to have been terminated.
14. Honorary Officers.
The Association shall on the recommendation of the Central Committee elect a President to
serve as an Officer of the Association. Any vacancy in this office shall be filled at the
next Annual General Meeting.
The Association at its Annual General Meeting shall elect from its membership the following
Officers, namely Secretary and Treasurer.
These appointments shall be for a term of one year. Each Officer shall be eligible for
re-election.
The President shall chair the Annual General Meeting and the first Central Committee meeting
after the Annual General Meeting solely for the election of the Chairman and Deputy Chairman.
In the absence of The President the Chairman or Deputy Chairman shall chair the AGM and the
Secretary shall chair the first committee meeting until a Chairman is appointed.
The Secretary together with the Chairman shall ensure that the administration of the
Association is carried out in the most efficient manner in the interests of members of
the Association and they shall ensure that the resolutions of the Central Committee and
of the General Meetings of the Association are interpreted correctly and put into effect
without delay. The Secretary will keep a permanent record of all Meetings.
The Treasurer in accordance with the requirements of the Charity Commissioners shall keep
adequate accounts and records of the Association's financial and contractual transactions
and shall keep the Trustees advised on all matters of finance and maintain a list of assets
and their location.
The President, Chairman, Deputy Vice Chairman, Secretary and the Treasurer shall be ex-officio
members of all sub-committees.
15. Central Committee.
The management of the Association shall be vested in a Central Committee comprising the
Officers of the Association together with 12 persons elected annually by the Association
at its Annual General Meeting from its membership and who shall be eligible for re-election.
The Officers and committee members shall previously have stated their willingness to act as
Charity Trustees.
The Central Committee as Charity Trustees has control of the Association and its property
and funds.
At its first meeting following the Annual General Meeting the Central Committee shall elect
a Chairman from among their number. Such person shall be eligible for re-election, but shall
not be eligible to serve as Chairman for more than 3 consecutive years.
At its first meeting following the Annual General Meeting the Central Committee may elect a
Vice-Chairman from among their number. Such person shall be eligible for re-election, but
shall not be eligible to serve as Vice-Chairman for more than 3 consecutive years.
The Central Committee shall meet at such times as deemed necessary. The Chairman shall call
a meeting at any time whenever business of an urgent nature shall so require or when any 3
members of the Central Committee shall by notice in writing require him to call a meeting
within 10 days after receipt by him of such notice stating the general nature of the business
to be transacted. All members of the Central Committee shall be given not less than 7 days
notice in writing of all Central Committee meetings together with an agenda of the business
to be conducted thereat.
The attendance record of all members at Central Committee meetings shall be recorded in the
Annual Report.
Executive members are not empowered to appoint deputies to the Central Committee.
No employee of the Association shall be a member of the Central Committee but they may be
invited to attend meetings in a non-voting advisory capacity.
16. Nominations & Propositions.
Nominations from members of the Association for either Officers or members of the Central
Committee must be in writing signed by a proposer and seconder and must be in the hands
of the Secretary at least 2 calendar months before the date of the Annual General Meeting.
Should nominations exceed vacancies elections shall be by secret ballot at the Annual General
Meeting. Every member who is not disentitled to vote by virtue of the provisions of Clause 13
shall be eligible to stand for election and/or act as a proposer or seconder.
Proposition for submission to the Annual General Meeting must be in writing,
seconded and in the hands of the Secretary at least 2 calendar months before
the date of the meeting.
17. Powers of the Central Committee.
The Central Committee shall have the power to:
Fill casual vacancies except as precluded by Clause 14(a) arising among the Officers or on
the Central Committee from the membership of the Association. Such appointments shall
expire at the next Annual General Meeting.
Co-opt up to 3 additional non-voting members as deemed necessary to serve on the Central
Committee. Co-options shall expire with the election of a new Central Committee or on
the completion of the work of such co-opted members whichever is sooner.
Appoint sub-committees as may be deemed necessary provided that all acts and decisions of
any sub-committee appointed shall be reported back to the Central Committee as soon as
possible. The Central Committee shall determine the terms of reference, duration and
responsibilities of such subcommittees and the time in which they shall report.
Sub-committees shall have a Convenor appointed by the Central Committee. Subject to the
approval of the Central Committee a sub-committee may co-opt persons having special
knowledge or experience who need not necessarily be members of the Association subject
to the number of co-options not exceeding a half membership of the sub-committee.
Approve or reject applications for membership and for good and sufficient reason terminate
the membership of any member provided that the member concerned shall have a right to be
heard accompanied by a friend by the said Central Committee before a final decision is made.
Prepare any propositions to be brought to the Annual General Meeting.
Appoint from among their number members to represent the Association on bodies and
organizations to which the Association is affiliated or otherwise and determine the
terms of reference of such persons.
Appoint as non-voting members representatives from national beekeeping organizations.
Appoint as deemed necessary from among their number posts of responsibility and make such
other appointments from among their number as deemed fit.
Appoint staff and determine their remuneration.
Appoint or determine the appointment of one or more custodian trustees or Trust Corporation
of not less than 3 persons to act as trustees for the purpose of holding any monies or
property belonging to the Association.
Determine except as precluded herein the date, time and place of meetings of the Association.
18. Eligibility of Trustees to serve.
A Trustee shall cease to hold office if he:
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is disqualified from acting as a Trustee by virtue of Section 72 of the Charities Act
1993 or any statutory re-enactment or modification of that provision;
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| 18.2 | | becomes incapable by reason of mental disorder, illness or injury of
managing and administering his own affairs;
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| 18.3 | | is absent from 3 consecutive Central Association meetings
unless his absence is caused by illness or circumstances that in the opinion of the
Central Committee justifies his absence;
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| 18.4 | | notifies BIBBA of his wish to resign.
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19. General Meetings.
The General Meetings of the Association shall be as follows, namely the Annual General
Meeting and Special General Meeting.
The Annual General Meeting of the Association shall be held in March or as soon thereafter
as practicable provided that every such meeting shall be held not more than 15 months after
the date on which such preceding meeting was held.
At the Annual General Meeting the members shall receive the Trustees Annual Report and
Accounts, and receive a budget for the coming year, elect the Officers of the Association
and the Members of the Central Committee; determine the subscription rate for the next
financial year; appoint an auditor or independent examiner for the Association where
required; consider motions.
A Special General Meeting of members may be called at any time at the discretion of the
Central Committee for any specific purpose relating to the direction and management of
the affairs of the Association other than such business as shall be dealt with at the
Annual General Meeting. The Central Committee shall at all times call such a meeting on
a requisition received by the Secretary of the Association in writing signed either by
5 members of the Central Committee or by 20 members entitled to vote thereat, stating the
purpose for which such meeting is required - no other business shall be transacted thereat.
All meetings convened by requisitions shall be convened in the same manner as nearly as
possible as that in which meetings are to be convened by the Central Committee.
Any reasonable expenses incurred by the requisitionists by reason of the failure of the
Central Committee duly to convene a meeting shall be repaid to the requisitionists by
the Association.
20. Notice of General Meetings.
Not less than 21 days notice in the case of Annual General Meetings and 14 days notice
in the case of Special General Meetings, specifying the place and the hour of the
meeting and in the case of special business the purpose of such business shall be
given in the manner hereinafter mentioned.
The accidental omission to give notice of a meeting to, or the non-receipt by, any member
shall not invalidate any resolution passed or the proceedings held at any meeting.
21. Quorums.
No business shall be transacted at any General Meeting or Central Committee Meeting unless
a quorum is present when the meeting proceeds to business. For all purposes the quorum at
a General Meeting shall be 20 members. The quorum at a Central Committee Meeting shall be
five and include at least one Officer.
22. Adjournment.
If within half-an-hour from the time appointed for holding of any meeting a quorum is not
present the meeting if convened on the requisition of members shall be dissolved. In any
other case it shall stand adjourned for 14 days at the same time and place or such time
and place as the Chairman shall appoint and if at such adjourned meeting a quorum is not
present within half-an-hour from the time appointed for holding such meeting the members
present shall form a quorum.
23. Notice of adjournment.
The Chairman may with the consent of any meeting at which a quorum is present adjourn a
meeting from time to time and from place to place as the meeting shall determine.
Whenever a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall
be given in the same manner as notice of the original meeting. Save as aforesaid, the
members shall not be entitled to any notice of an adjournment or of the business to be
transacted at an adjourned meeting other than the business which might have been transacted
at the meeting from which the adjournment took place.
24. Chairman.
The President of the Association shall chair every General Meeting. If at any meeting he shall
not be present within 15 minutes after the time appointed for holding the same, or he shall
not be desirous of presiding, the Chairman of the Central Committee shall preside or a member
of the Central Committee chosen by members present shall preside. If no member of the Central
Committee be present, or all members of the Central Committee present decline to take the chair,
the members shall choose one of their number to be Chairman.
25. Mode of deciding propositions.
At all General Meetings a motion put to the vote of the meeting shall except as herein
otherwise provided be decided by a simple majority on a show of hands, unless before or on
the declaration of the result of a show of hands a ballot be demanded by the Chairman
(whether as an individual member or as representing the Central Committee) or by at least
5 members present and entitled to vote. Unless a ballot be so demanded an actual count
of hands for or against the motion shall be taken and the Chairman of the meeting shall
announce the number of votes cast and that the motion has been carried or lost. Such
announcement shall be of the number present and the votes cast and an entry shall be
recorded in the minute book of the Association and shall be conclusive evidence thereof
without proof of the proportion of the votes recorded in favour of or against such motion.
A motion put to the vote at a Central Committee meeting shall be decided by a simple
majority on a show of hands, but a ballot of the members present shall be taken on demand
of 3 members present and entitled to vote.
26. Ballots.
A ballot shall be taken by means of voting papers distributed to all members personally
present and entitled to vote at a General Meeting.
At least 2 tellers shall be appointed. The tellers shall report to the Chairman of the
meeting the total number of voting papers received, the number rejected and the grounds
for rejection, the total number of votes cast in favour of each candidate or the total
number of votes cast for or against a proposition.
27. Chairman's casting vote.
In the case of equality of votes, either on a show of hands or at ballot, the Chairman of
any meeting shall be entitled to a further casting vote.
28. Votes of members.
Every member who is not disentitled to vote by virtue of the provisions of Clause 13, whether
on a show of hands or upon a ballot, be entitled to one vote at any meeting.
29. Minutes.
The Central Committee shall cause proper minutes to be made of the proceedings of all
Central Committee meetings and General Meetings of the Association and all business
transacted at such meetings and such minutes of any meetings if purporting to be signed
by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall
be conclusive evidence without further proof of the facts stated therein.
30. Expenses of committee members.
Every member of the Central Committee or any sub-committee thereof shall be entitled to be
indemnified by the Association against all reasonable costs, charges and expenses incurred
by him out of and in the course of the execution and discharge of his duties always provided
that all such expenditure has received the prior approval of the Central Committee.
31. Notice to members.
Notice may be served by the Association upon any member either
personally or by sending it prepaid through the post addressed to his last
known address or by receipted e-mail to the last known electronic address.
Any notice, if served through the post, shall be deemed to have been
served on the expiration of 48 hours after the envelope containing it was
posted and in providing such service it shall be sufficient to prove that the
notice was properly addressed, prepaid and posted.
32. Affiliation.
The Association may accept affiliation by or affiliate to any independent self governing
organization as the members present and voting at a General Meeting of the Association
deem fit.
33. Finance.
All bank accounts shall be in the name of the Association.
Payments on the Association's Bankers shall be authorised by a minimum of 2 Trustees or as
determined by the Central Committee.
All monies which may be received from time to time for or on behalf of the Association by
any Officer or other representative of the Association shall be remitted forthwith to the
Treasurer or to the Association's bankers.
The income and property of the Association whencesoever derived shall be applied solely
towards the promotion of the objects and purposes of the Association as set forth herein
and no portion thereof shall be paid or transferred directly or indirectly by way of
dividends, bonuses or otherwise, howsoever, by way of profit, to any member of the
Association provided that nothing herein shall prevent the payment in good faith of
reasonable and proper remuneration to any appointed Officer or servant of the Association
or to any member of the Association, not being a member of the Central Committee, in return
for services actually rendered to the Association or the repayment of reasonable out-of-pocket
expenses.
34. Association financial year.
The Association's financial year shall be from the 1st day of January to the following 31st
day of December. The accounts of the Association shall be audited or independently examined
or as required by the Charity Commissioners.
35. Alterations to the Constitution.
Alterations to this Constitution shall require the assent of two-thirds of the members present
and voting at a General Meeting. A proposition for the alteration of the Constitution must
be received by the Secretary of BIBBA at least 2 calendar months before the meeting at which
the proposition is to be brought forward. At least 14 days notice of such a meeting must be
given by the Secretary to the members and must include notice of the alteration proposed.
Provided that no alteration shall be made to Clause 3 (Objectives), Clause 36 (Dissolution)
or this clause, until the approval in writing of the Charity Commissioners or other authority
having charitable jurisdiction shall have been obtained; and no alteration shall be made which
would have the effect of causing BIBBA to cease to be a charity at law.
36. Dissolution.
The Association may be dissolved by a proposition passed by a two-thirds majority of those
present and voting at a Special General Meeting convened for the purpose of which 21 days
notice shall have been given to the members. Such proposition may give instruction for the
disposal of any assets held by or in the name of the Association provided that if any
property remains after the satisfaction of all debts and liabilities such property shall
not be paid to or distributed to the members of the Association but shall be given or transferred
either to such other charitable institution or institutions having objects similar to some or
all of the objectives of the Association as the Association shall determine or to the British
Beekeepers Association (Charity Number 212025) to hold on trust to advance the breeding and
selection of honeybees and if and in so far as effect cannot be given to this provision then
to some other charitable purpose.
37. Defect in appointment.
All acts bona fide done by any meeting of the Association or of any committee of the Association
or by any person acting as a member of the Association, notwithstanding that it shall afterwards
be discovered that there was some defect in the appointment of such committee or any such person
or members acting as aforesaid or that any of them were not qualified at the time of their
appointment or had become disqualified shall be as valid as if such committee or person or member
of the Association had been duly appointed and was qualified to act.
38. Interpretation.
The interpretation of this Constitution shall be the responsibility of the Central Committee.
39. Definitions.
In this Constitution unless 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 and words importing persons shall include unincorporated
and incorporated bodies.
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