North East Bus Operators Association
In this document the following expressions shall have the meanings set out below:
“Association” shall mean the North East Bus Operators Association
“Auditor” shall mean the Auditor appointed in accordance with this constitution
“Chair” shall mean the chairperson appointed in accordance with this constitution from time to time
“Financial year” shall mean the period from the date of commencement of the Association up to and including 31st March 2013 and thereafter the period of twelve months commencing on 1st April
“General meeting” shall mean a general meeting of the Association held in accordance with this constitution
“Larger Groups” shall mean a bus operators whose turnover in the previous financial year was equal to or greater than £20 million.
“North East” shall mean the geographical area comprising the counties of Durham, Northumberland and Tyne and Wear and the districts comprising the Tees Valley
“Member” shall mean a person, firm, company or other body admitted to membership of the Association in accordance with this constitution.
“Rules” shall mean the rules of the Association as contained in this constitution
“Secretary” shall mean the Secretary of the Association appointed in accordance with this constitution
“Smaller organisations” shall mean those bus operators who are not Larger Group bus operators.”
“Treasurer” shall mean the treasurer appointed in accordance with this constitution.
“Working Group” shall mean the working group appointed in accordance with this constitution.
The formal name of the Association shall be “The North East Bus Operators Association”.
The Association may also be known by any acronym, brand name or other description as may be decided by the Association at a general meeting from time to time.
The Association is an unincorporated association.
3.1 The Association shall exist for the purposes of:
3.1.1 providing responses to any proposals from the Tyne and Wear Integrated Transport Authority and Nexus, its Passenger Transport Executive, and to any other organisation deemed appropriate by the members to establish either a Quality Contract Scheme (QCS) or a Voluntary Multilateral Partnership Agreement (VMA) and or Statutory Quality Partnership (SQP) covering Tyne and Wear;
3.1.2 providing a proposal for either separate Voluntary Multilateral Partnerships or a single such Partnership covering the counties of Durham, Northumberland and Tyne and Wear.
3.2 The Association may consider extending its objectives, if there is a a simple majority of the vote of the members that it should do so, which shall be done at a general meeting.
3.3 When the Association considers that its purpose(s) outlined in 3.1 has/have been completed, and subject to no other objectives or purposes having been identified or agreed under 3.2, then the Working Group shall propose at a general meeting that the Association shall be dissolved in accordance with this constitution.
3.4 The Association shall do all such things as are incidental to the attainment and furtherance of its objectives.
4.1 The first members of the Association are the subscribers to this constitution subject to 4.2 below.
4.2 Membership of the Association shall be open to any person, firm, company or other body corporate or unincorporated who:
4.2.1 Holds a Bus Operators Licence pursuant to the Transport Act 1985; or
4.2.2 Operates vehicles under a Section 19 permit of the Transport Act 1985.
4.3. Membership shall be deemed to lapse should any member subsequently fail to meet the conditions in 4.2.1 and 4.2.2 above.
4.4 A register of members shall be maintained by the Secretary.
4.5 Each member shall be entitled to one vote at a general meeting, regardless of the size of the firm, company or organisation.
4.6 Members shall be permitted to bring as many representatives to a general meeting as the member may feel appropriate in furtherance of the objectives of the Association. Such representatives shall be directors, employees, partners or agents of the member. Such representatives shall be required to declare any conflict of interest that may arise from their attendance at a general meeting and, on the opinion of the meeting, may be excluded from any business that may be affected by such a conflict.
4.7 A member may be expelled from the Association for good and sufficient reason where, in the opinion of a general meeting, the member has acted in a way which is prejudicial to the reputation or interests of the Association.
4.8 Members shall agree to maintain confidentiality in respect of any information relating to the affairs of the Association.
4.9 Members shall agree to accept and be bound by the rules contained in this constitution.
4.10 Members of the Association are reminded of their obligations under the Competition Act 1998 and the Enterprise Act 2002 particularly in respect of Agreements between Undertakings. The conduct of members, the Association, Working Group, any sub group and the proceedings of general meetings are all to be undertaken within the limitations imposed by such legislation.
4.11 Members may resign from the Association at any time. Members holding any position on the Working Group or sub group shall be expected to complete any duties as may be placed upon them before a resignation shall take effect.
4.12 There shall be no annual subscription payable by any member of the Association.
5 Appointment and Composition of the Working Group and its responsibilities
5.1 The Working Group shall comprise:
5.1.1 One representative from each of the Larger Groups in membership of the Association.
5.1.2 Two representatives of the smaller organisations in membership of the Association.
5.1.3 The representatives of the smaller organisations shall be subject to a vote by members who are smaller organisations at a general meeting subject to each attaining a simple majority of the vote.
5.1.4 The Working Group shall appoint a chair, secretary and treasurer who shall be the chair, secretary and treasurer of the Association. These appointments shall be put to a simple majority vote at a general meeting and shall be subject to reappointment at an annual general meeting.
5.1.5 At subsequent general meetings and Working Group meetings, in the event of a tied vote then the chair shall be deemed to have a casting vote.
5.1.6 The Working Group shall be responsible for the management of the affairs of the Association as provided by and limited by this constitution in furtherance of the objectives of the Association.
5.1.7 The Working Group shall be responsible for drafting a plan or plans of action in furtherance of the objectives of the Association. Such plans shall be presented to a general meeting where they may be subject to amendment or adoption, subject to such amendments or adoptions being carried by a simple majority vote.
5.1.8 The Working Group shall communicate and consult on its activities with the whole membership and call such general meetings as are required in furtherance of the objectives of the Association.
5.2 The Working Group shall be empowered to appoint any sub group and to charge such sub group with undertaking any task as it may see fit in furtherance of the objectives of the Association. Such sub groups may consist of members of the Association and their representatives where such representatives provide additional or specialist skills or knowledge in furtherance of the objectives of the Association. Such representatives shall be required to declare any conflict of interest that may arise from their participation in a sub group and, on the opinion of the Working Group, may be excluded from any business that may be affected by such a conflict.
5.3 The Working Group shall be empowered to raise such funds as it sees fit to enable the Association to pursue its objectives provided that the Association shall not undertake any substantial trading activities and shall comply with all relevant laws.
5.4 The Working Group shall be empowered to appoint, remunerate or dismiss staff and independent contractors or consultants and to decide upon the duties and other terms of service of any such appointee.
5.5 The Working Group shall be empowered to effect policies of insurance or indemnity and pay such premiums to cover the liability of the Working Group which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Association; provided that any such insurance or indemnity shall not extend to any Working Group member in respect of any claim arising from any act or omission which such member knew to be a breach of trust or breach of duty.
5.6 No remuneration shall be paid by the Association to any Working Group member. No expenses shall be paid by the Association to any Working Group member, unless funds have been raised by the Association for such purpose, in which case such expenses shall be paid only to the extent that they are reasonably and fairly attributable to his attendance to the business of the Association other than any expenses connected with attendance at general meetings of the Association, its Working Group or any sub group.
6 Secretary and Treasurer
6.1 The Secretary shall be required to maintain a register of members pursuant to rule 4.4 above.
6.2 The Secretary shall be required to maintain an Attendance Record for each general meeting and Working Group meeting. The Secretary shall maintain minutes of general meetings and Working Group meetings. The Secretary shall maintain records of all other sub group meetings and the outcomes of any tasks so delegated.
6.3 The Treasurer shall be required to maintain and supervise the accounts of the Association. An account or accounts may be opened with such banks as the Working Group shall approve into which shall be paid all funds received on behalf of the Association. The Working Group shall authorise any transactions relating to the accounts.
7.1 The Accounts of the Association shall as soon as practicable after the end of the Financial Year be audited by an independent professional accountant (if financial business has been transacted in the previous 12 months). Such audited accounts shall be presented by the treasurer at each Annual General Meeting.
8.1 Any notices required to be given to a member under these rules shall be deemed to have been duly given if sent by email to the last address notified by the member to the secretary
9. Alterations to this Constitution
9.1 This constitution may be added to, repealed or amended by a resolution of the Association at a general meeting providing that such a resolution is passed by a simple majority vote.
The Association may be dissolved in accordance with section 3.3 above.
If after discharge of all liabilities there shall be any funds remaining to the Association then these shall be donated to a suitable registered charity for use in the North East.
Upon completion of such donation the Association shall stand dissolved.