The SLTA Constitution
{PROPOSED 15th NOVEMBER 2017}
COMMENCEMENT DATE
4th FEBRUARY 2018
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NAME OF ASSOCIATION
The name of the Association will be “Scottish Licensed Trade Association”.
DEFINITIONS
“The Association” means the Scottish Licensed Trade Association.
“The Trade” means the licensed trade in Scotland.
“Stakeholder” means a “Registered Stakeholder” of the Association admitted in accordance with paragraph 3.1.
“Area Associations” means the regional administrative areas within the framework of the Scottish Licensed Trade Association as per paragraph 4.1.
“Board” means the Non-Executive Board formed in accordance with paragraph 4.2
“Audit Committee” means Audit Committee as formed in accordance with paragraph 4.6
“Regional Council” means the Regional Council organised in accordance with paragraph 4.7
“Office Bearers” means Office Bearers as appointed in accordance with paragraph 4.9
OBJECTS OF ASSOCIATION
The Scottish Licensed Trade Association’s three key aims are Trade Protection, Trade Development and Trade Liaison. In addition the Association’s objectives are:-
1.1 To strive to protect and promote the rights and interests of members as it applies to the conduct of their business.
1.2 To inform and advise Registered Stakeholders on matters affecting their business.
1.3 To carry on such business for the protection, advancement or benefit of Stakeholders in general.
1.4 To promote and encourage training for all those involved in the Licensed Trade.
1.5 To develop and promote good practice in the interests of Stakeholders and customers.
CONSTITUTION
2.1 The Association does not pledge itself to any national or local political party or organisation.
2.2 It shall ultimately be in the power of the Regional Council to determine what, if any, support or opposition shall be offered to any Bill, Motion or Proposal in either the Westminster or Scottish Parliament.
2.3 The aforementioned powers conferred on the Regional Council shall be exercised by the Regional Council having regard to the interests of the National Association.
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MEMBERSHIP
3.1 The SLTA shall exist as a liquor licensed trade organisation representing individuals from one of the following categories, and such individuals shall be defined as a Registered Stakeholder of the Association:-
(a) The person named as the premises licence holder or spouse, civil partner or co-habitee. (Co-habitee as defined in the Family Law (Scotland) Act 2006)
(b) A personal licence holder working in an owner/managerial capacity.
(c) Where the premises licence is held as a partnership – either partner may be the representative
(d) Where the premises licence is held by a company or LLP – any officer of that company may be named as the representative.
3.2 In addition to Registered Stakeholders – there shall exist the following categories of Registered Supporters of the Association. These categories shall have no voting powers and a reduced level of benefits as defined by the Regional Council.
(a) Registered Supporter – available to individuals falling within the following categories:-
(i) An individual working in or intending to work in the licensed trade industry who is not defined as in section 3.1 (b).
(ii) An individual who has retired from the licensed trade.
(iii) An individual who has previously been involved in the licensed trade who intends to return to the licensed trade in the future.
3.3 Registration with the Association by the categories stated above, shall endure for a period of one year from the date of acceptance of the applicant’s application for registration.
3.4 Applications for registration renewal shall be made directly to the Association and shall be accompanied by the appropriate registration fee as fixed by the Regional Council.
3.5 Any Registered Stakeholder whose Annual Subscription is two months in arrears shall cease to be entitled to any benefits, nor shall they be entitled to attend any meetings.
3.6 Any Registered Stakeholder with more than one licensed premises who only pays one registration fee will only be able to benefit from the Association for the licensed premises for which they are registered.
3.7 The Association shall retain the right to refuse an application for registration or a renewal of registration. If an application for registration is refused or not renewed the Regional Council at their absolute discretion and without assigning any reason, shall return the application and the remittance which accompanied the application, to the applicant. The Regional Council may reprimand, issue warnings. suspend, or if need be expel, any registered stakeholder or registered supporter from the Association whose conduct is, or has been, in the opinion of the Regional Council contrary to the interests of The Association, or injurious to its reputation.
3.8 Any Registered Stakeholder requiring the assistance of the Association shall make immediate contact the Secretary who shall take appropriate action to deal with the matter in hand. Registered Stakeholders shall not be entitled to assistance or benefit if their case has incurred any expenses prior to their application for assistance.
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3.9 A new Registered Stakeholder requesting assistance on any problem incurred prior to registration shall have no recourse to the Association. A lapsed Stakeholder who has re-registered with the Association will also have no recourse to the Association in respect of any problems incurred or arising during the period of non-registration.
3.10 On the death of a Registered Stakeholder the surviving spouse or partner of that member shall retain the benefits of membership for a period of three months or until the due date for renewal of registration, whichever is the longer.
ORGANISATION AND GOVERNANCE
4.1 The Scottish Licensed Trade Association shall be organised into seven designated administrative areas as follows:-
Area One (Inverness Highlands & Islands)
Covering the local authority areas of Highland Council and Western Isles Council.
Area Two (North East)
Covering the local authority areas of Aberdeen City Council; Aberdeenshire Council; Moray Council; Orkney Islands Council; Shetland Islands Council.
Area Three (Tayforth)
Covering the local authority areas of Angus Council; Dundee City Council; Perth and Kinross Council; Fife Council; Falkirk Council; Clackmannanshire Council; Stirling Council.
Area Four (Strathclyde)
Covering the local authority areas of Glasgow City Council; East Dunbartonshire Council; West Dunbartonshire Council; East Renfrewshire Council; Renfrewshire Council; Inverclyde Council; North Ayrshire Council; North Lanarkshire Council; South Lanarkshire Council.
Area Five (South East)
Covering the local authority areas of Edinburgh City Council; East Lothian Council; Midlothian Council; West Lothian Council; Scottish Borders Council.
Area Six (South West)
Covering the local authority areas of Dumfries and Galloway Council; East Ayrshire Council; South Ayrshire Council.
Area Seven (West Coast)
Covering the local authority area of Argyll & Bute Council.
4.2 The Scottish Licensed Trade Association shall be governed by a Non-Executive Board consisting of a minimum of 7 members and a maximum of 11 including the Chairperson. Such meetings will have a quorum of 6 and the Chair shall have a casting vote. The Board shall meet 4 times a year, or more if necessary. The Board shall consist of a Chairperson; SLTA President; SLTA Vice President; SLTA Treasurer; two members from the SLTA Regional Council appointed by the SLTA Regional Council and a maximum of 5 individuals appointed based on their skills set in fields such as Legal, Corporate, Multi-operator, Training, Communications and Public Relations. The fields of expertise shall not be restricted and shall from time to time be determined as to best serve the Association. The SLTA Chief Executive and Secretary shall attend Board Meetings in an ex-officio capacity.
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4.3 Members of the Board, SLTA Office Bearers and Members of the Regional Council holding office within another trade organisation must declare an interest. It would then be up to the discretion of the Regional Council to decide whether or not a conflict of interest would, in their opinion, arise to the possible detriment of the Association and whether or not appropriate remedial action should be taken.
4.4 The Board shall, after consultation with the Regional Council, on behalf of the Association, engage staff, as may be necessary, for the efficient and economical running of the Association and may lawfully terminate any such engagement.
4.5 A Chairperson shall be appointed only on the approval of the SLTA Regional Council, and will be an experienced individual from the drinks/hospitality industry and has a good understanding of governance.
4.6 An Audit Committee shall be established to oversee the Association’s Finances and will consist of the SLTA President, Treasurer and Secretary and one other non-SLTA member of the Board. The Audit Committee shall be responsible for the oversight of the financial reporting process, selection of the independent auditor, and receipt of audit results both internal and external. The Audit Committee shall have charge of all financial matters relating to the Association, in consultation with the Regional Council.
4.7 A Regional Council embracing the local and regional Associations shall be formed with the remit of ensuring communication with the wider membership and bringing forward issues of national significance to the Board. Each Regional Administrative Area, as defined in section 4.1, shall have a maximum of 3 representatives on the Regional Council. In addition, the SLTA President, Vice President and Treasurer will automatically be members of the Council and the President shall chair the meeting.
The Council shall meet a minimum of 3 times a year. Such meetings shall be called by the President, or in his absence, the Vice-President or Treasurer, or upon the presentation to the Secretary of a requisition to that effect, signed by at least 12 members of the Council, specifying the business proposed to be transacted at such a meeting.
Each year 2 Council Members shall be elected by the Regional Council to sit on the SLTA Board and shall have full voting rights. Other Regional Council members can attend Board meetings if they have particular issues of national significance, but would have no voting rights.
4.8 Each year representatives to the Regional Council shall be advised to the Secretary of the Association not less than thirty days prior to the date of the Annual General Meeting.
4.9 Office-Bearers, namely President, Vice-President and Treasurer, who shall be serving members of the Regional Council shall be elected to Office, subject to the powers of the Regional Council to remove any Office-Bearer from office, in accordance with paragraph 4.10. Such Office-Bearers elected shall be required to hold office for two years. All nominations for the appointment of such Office-Bearers shall be submitted to the Secretary of the Association in writing no later than one calendar month prior to the Annual General Meeting and must have a proposer and seconder. At the completion of twelve months in office, the Vice-President will thereafter be known as the “President Elect”.
4.10 The Regional Council shall have power to decline nominations for the appointment of SLTA Office-Bearers or membership of the Regional Council or to remove from office any Office-Bearer elected or Regional Council member appointed in terms of the Constitution, if, in the opinion of the Regional Council, he/she has brought the Association into disrepute.
4.11 In the event of the removal, resignation or death of any Office-Bearers, the Regional Council shall have the authority to fill such vacancy or vacancies in an interim capacity.
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4.12 All elected Office Bearers must be Registered Stakeholders of the Scottish Licensed Trade Association
4.13 When an elected Office Bearer or Regional Council Representative leaves the licensed trade, he/she shall be allowed to remain in office for a further 6 months or at the discretion of the Regional Council.
4.14 The Annual General Meeting of The Association will take place at a suitable time during the months of March or April each year. Notice of the time and place of each Annual General Meeting with particulars of the business to be transacted shall be given to all Registered Stakeholders of the Association not less than fourteen days prior to the date of the meeting. The business to be transacted at all Annual General Meetings shall be:-
(a) To receive and consider the Reports of the year.
(b) To receive and consider the Financial Statement for the previous period.
(c) To consider any Resolutions of the Registered Stakeholders of which not less than one calendar month’s notice in writing shall have been given to the Secretary.
(d) To consider any special Resolutions of urgent importance which arise within the month preceding the Annual General Meeting. Such Resolutions shall only be accepted with the approval of the Office-Bearers present. All Resolutions shall, at the meeting, be formally proposed and seconded before discussion. It shall be competent for any delegate to propose an amendment at the meeting and after being seconded it shall be debated and voted upon against the original motion.
(e) To elect Office Bearers in accordance with paragraph 4.9.
(f) To elect Honorary Presidents and Honorary Members. All nominations for the appointment of such Honorary Presidents and Honorary Stakeholders shall be submitted to the Regional Council in writing to be received not later than one calendar month prior to the Annual General Meeting.
(g) To consider any other competent business, notice of which has been given in writing to the Secretary prior to the day of the Annual General Meeting.
4.15 The President, or in his absence, the Vice-President or Treasurer, or on a requisition signed by at least 12 members of the Regional Council shall call an Extraordinary General Meeting of the Association not less than 14 days prior to the date of the meeting. Such Extraordinary General Meetings shall be called by a circular addressed to all Registered Stakeholders specifying the business proposed to be transacted thereat.
VOTING RIGHTS AND OTHER RIGHTS OF STAKEHOLDERS
5.1 At all meetings of the Regional Council a majority of those present and eligible shall determine the vote, other than votes taken on changes to the Constitution or alterations to the Annual Subscription Rates, which shall require an absolute majority of two-thirds of those present and voting. The Chair shall have a casting vote.
5.2 All other proposals and Resolutions shall be decided at Annual or General Meetings by a majority of those present and voting.
5.3 Each Registered Stakeholder of the Association shall be entitled to attend and vote at Annual or General Meetings of the Association and must be registered with the Secretary of the Association not less than seven days prior to the Annual General Meeting.
5.4 Any member of the Regional Council who is unable to attend an AGM or EGM may delegate their proxy vote to the usage of the President in writing no later than 7 days in advance of the published date of the AGM or EGM.
5.5 At Annual General Meetings of the Association 20 voting Stakeholders shall constitute a quorum; at Extraordinary General Meetings, 15; and at Regional Council Meetings, 10.
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VARIATION OF THE CONSTITUTION
OR ANNUAL SUBSCRIPTION RATES
6.1 The Regional Council shall have sole charge of making any alterations or amendments to the SLTA Constitution and shall furnish particulars of such proposed alterations or amendments to the Secretary.
6.2 The Regional Council shall have sole charge of setting the Annual Subscription Rates and shall furnish particulars of such proposals to the Secretary.
6.3 Alterations to the Constitution or the Annual Subscription Rates will commence on a date set by the Regional Council.
FUNDS, BANKING AND ACCOUNTS
7.1 The funds of the Association shall be invested or deposited in the joint names of the Office Bearers and the Secretary.
7.2 The bank accounts shall be in the name of the President, Vice-President, Treasurer and Secretary on behalf of the Association, and the same shall not be operated upon except for the purposes of the Association.
7.3 A statement of the finances of the Association shall be presented to each meeting of the Regional Council.
7.4 The Audit Committee shall invest and deal with the monies or property of the Association in such a manner, as may from time to time be determined.
7.5 The Audit Committee shall be empowered to arrange overdraft facilities for the Association when, and if, required.
7.6 Paragraphs 7.4 and 7.5 shall be carried out in consultation with the Regional Council.
7.7 The financial year of the Association shall expire on the 31st December in each year, to which date the accounts of the Association shall be balanced.
7.8 As soon as practicable after the end of the financial year, a full statutory set of accounts shall be prepared by a professional accountant who shall be appointed by the Audit Committee.
GENERAL
8.1 The Regional Council may appoint, as Patron to the Association, personages of distinction who are held in high esteem by the Association. Such Patrons need have no close connection with the Association.
8.2 Persons who have served a full term of office as President of the Association, as per paragraph 4.9, and are appointed Honorary Presidents, will be eligible to attend Regional Council Meetings but shall have no voting power. Nothing in this Rule shall however prevent a Past President from being a representative to the Regional Council as a representative of an Administrative Area Association.
8.3 Persons who have been appointed Honorary Stakeholder of the Association shall be eligible to attend all General Meetings of the Association but shall have no voting power and may not be appointed to hold any office. Honorary Stakeholders shall not be required to contribute to the funds of the Association.