NAME
The name of the Association will be the 'Despatch Association', hereinafter referred to as the Association.

ADDRESS
The address of the Association is: 21a Brownlow Mews London WC1N 2LA

Telephone:
020 7 242 1233

or any other address the General Committee shall decide from time to time.

TYPE OF ASSOCIATION
The Association will be a members' association and will consist of founder, ordinary, associate, affiliated and honorary members as hereinafter mentioned.

OBJECTS
The principal objects of the Association will be to:

represent the Despatch industry (hereinafter referred to as "the industry")
protect the interests of its members
provide a means of meeting and communication within the industry
set and maintain standards within the industry
improve the public image of the industry
improve safety standards within the industry.

TYPES OF MEMBERSHIP

1. FOUNDER MEMBERS

All companies present at the inaugural General Meeting may become Founder Members.

2. ORDINARY MEMBERS

All companies principally carrying on the business of providing express courier services within the United Kingdom will be eligible to apply for ordinary membership.

3. ASSOCIATE MEMBERS

Membership may be offered to organisations providing express courier services which are State Owned Corporations or Air Courier Companies, and to suppliers to the industry or organisations which have a legitimate commercial interest in it.

4. AFFILIATED MEMBERS

Membership may be offered to organisations with a legitimate interest in the industry not included in the above category but including road safety organisations, other Government and public bodies and road transport associations.

Holding companies, which are part of the industry and which own subsidiary companies, will be entitled to affiliate membership for such companies at a nominal annual fee, which will be determined from time to time by the General Committee, provided that such subsidiary is not a limited liability company or a franchise in its own right. A company so registered will have affiliated status; it will receive all services but will have no separate vote at the Association's meetings.

5. HONORARY MEMBERS

Membership may be conferred by a General Meeting of the Association.

In this Constitution, the term "Companies" includes companies incorporated under the Companies Acts, Sole Traders, Partnerships and Limited Partnerships.

VOTING RIGHTS

Founder and Ordinary members will have one vote per company. Associate, affiliated and honorary members will have no voting rights.

ADMISSION OF MEMBERS

All applications from companies other than Founder members will be submitted in writing on an approved application form (obtainable from the Association) which must be completed in all detail, signed by an authorised signatory of the applicant company and accompanied by the annual subscription fee and entrance fee if applicable.

ELECTION OF MEMBERS

a) The General Committee will consider all applications for membership and decide each application according to the Rules of the Association. All applicants will be notified of the General Committee's decision no later than one month from receipt of the application by the Association.

b) If no meeting of the General Committee is scheduled within the above specified period, the application will be subject to a circular resolution which will be sent to each committee member and decided by a simple majority vote.

No company will be admitted to membership until the Treasurer has received the annual subscription.

Any company which has been admitted to membership will be issued with an annual membership certificate following an interval of thirty days or as soon as possible thereafter.

The company may display the certificate publicly in its premises and shall be entitled to display a miniaturised Association logo on its stationery accompanied by the word "Member" or "Member of the Despatch Association". The certificate will remain the property of the Association and will be returnable on demand.

No company or person, not being an admitted member, or having ceased to be a member of the Association, shall exhibit or display the Association's certificate or use the Association's logo on its stationery. Any contravention of this rule will be regarded as misrepresentation and action under the Trade Descriptions Act will be taken against the perpetrator.

EXPULSION AND RESIGNATION OF MEMBERS

The General Committee may suspend the membership of any voting member whose conduct is or has been in the opinion of the committee contrary to the interests of the Association or injurious to its reputation. Membership of any member company which is put into liquidation in pursuance of the Companies Act 1985 and the Insolvency Act 1986 shall be automatically suspended. Immediately upon suspension of the membership, the General Committee will:

call a meeting of the General Committee of the Association and send to the suspended member, at its last known address, notice of suspension and of its entitlement to attend the aforementioned meeting.

At such a meeting, any allegations against the suspended member will be related to the meeting by a member of the General Committee and the suspended member will be heard in answer. The decision of the Association at the said meeting or at any adjourned meeting will be taken by vote and be final and conclusive.

The General Committee may terminate the membership of any non-voting member at any time and may return to that member the balance of their annual subscription.

Any member who wishes to resign from the Association must notify the Hon Secretary at least three months before renewal of the subscription becomes due. The resignation becomes effective on the next anniversary of joining the Association. All subscriptions for that twelve month period must be paid in full.

COMMITTEE AND OFFICERS

The affairs of the Association in all matters will be managed by the General Committee.

The General Committee will consist of the following:

Honorary Chairman
Honorary Vice-chairman
Honorary Secretary
Honorary Treasurer
and six voting members who will represent member companies.

The General Committee will have powers to co-opt on to the General Committee any person who, in their opinion, can make a positive contribution to the aims and working of the Association. Associate, Affiliated and Honorary Members will not be eligible to serve on the General Committee.

The Association will have a President who will represent the Association and will be elected annually by the members at the Annual General Meeting.

ELECTION OF THE GENERAL COMMITTEE

All members of the General Committee will resign at each Annual General Meeting (AGM). These members may offer themselves for re-election at the AGM, having given the Hon Secretary fourteen days notice of their intention. All other nominations for positions as officers or members of the General Committee must be made in writing to the Hon Secretary at least fourteen days prior to the date of the AGM. Such nominations must be supported in writing by two voting members and be countersigned by the nominee.

SUBSCRIPTIONS, FINANCE AND ACCOUNTS

The entrance fee to the Association will be determined by the General Committee from time to time and will be ratified by a General Meeting.

The annual subscription will be determined annually by the General Committee in accordance with the funding required for the orderly functioning of the Association. The General Committee will prepare a budget in support of the subscription level, which shall be in force for one calendar year from 1 January following the date of the decision.

If, in the course of the year, for reasons beyond its control, the allocated funds should not suffice, the General Committee may determine a supplementary subscription for that year and submit their recommendation to the next General Meeting for consideration and approval.

The Treasurer will keep such books of accounts as will enable him to present at every AGM of the Association or at any other time if required, on reasonable notice to him by the General Committee, an accurate report and statement concerning the finances of the Association.

The General Committee will operate such bank accounts as may be required for the orderly financial functioning of the Association with a United Kingdom clearing bank and/or suitable recognised financial institution, and in particular will maintain such deposit accounts to the benefit of the Association as may be required from time to time. All cheques and bank documents requiring signature on behalf of the Association will be signed by:

any two authorised members of the General Committee, provided that at least one signatory is either the Chairman or the Treasurer

All expenditure will be authorised by the General Committee at its meetings. One or more auditors will be appointed at each AGM to audit all books, reports and statements prepared by the Treasurer.

PAYMENT OF SUBSCRIPTION

The Annual Subscription will become due payable without demand on 1 January of each calendar year or at such time as it falls due.

The General Committee may terminate the membership of any Voting, Associate or Affiliated Member whose subscription remains unpaid on 1 March of each calendar year for subscriptions due on 1 January of each year or otherwise two months after it falls due.

GENERAL COMMITTEE MEETINGS

There will be a minimum of three meetings in each calendar year.

A minimum of seven days notice in writing will be given for any meeting of the General Committee. There will be a quorum of four members inclusive of the Chairman or Vice-Chairman.

All decisions of the General Committee will be carried by a simple majority vote. Voting at meetings of the General Committee shall be by a show of hands.

Minutes of every meeting will be recorded by the General Committee. Such minutes will be circulated to the members of the General Committee no later than seven days prior to the next committee meeting.

The General Committee may appoint sub-committees to deal with specific issues. Such sub-committees will be responsible to and report to the General Committee only. Sub-committee meetings may be called ad hoc. Minutes of every sub-committee meeting will be recorded and circulated to its members and the Chairman of the Association. Decisions of a sub-committee will be carried by a simple majority vote.

The General Committee will be authorised on behalf of the Association to:

open and close bank accounts ("bank" shall mean bank, building society or financial institution offering suitable facilities) enter into agreements, contracts and treaties to the benefit of the Association and its members represent the Association in accordance with and in pursuance of its aims and objects as stated on page 1 of this Constitution and/or any aims and objects as may be decided by the Association from time to time.

Reports of the General Committee's decision and activities shall be laid before a general meeting or the Annual General Meeting, whichever is the sooner. Alternatively, such reports may be circulated to the Association's members throughout the year.

EXTRAORDINARY GENERAL MEETINGS

The calling of an extraordinary General Meeting must be made by a voting member and supported by more than 20% of the voting members. A minimum of 14 days notice in writing must be given to the Hon Secretary with the proposed agenda.

GENERAL MEETINGS

A minimum of one General Meeting will be called each calendar year. A minimum of twenty-eight days notice of the date and place of the meeting will be given in writing by the Hon Secretary. Any agenda items from members must be notified to the Hon Secretary in writing fourteen days prior to the date of the meeting. The agenda will be circulated to all members seven days prior to the date of the meeting. All the Association's meetings will be conducted by the Chairman, the Vice-Chairman or, in their absence, any member appointed by the Chairman from time to time. The business of the meeting shall be conducted in accordance with the agenda. Any other business may only be admitted with the permission of the Chairman, unless written notice of such business has been given to the Hon Secretary 48 hours before the meeting.

Only members who have paid their annual subscription may vote at meetings. Voting at all General Meetings will be by voting card or members may appoint a proxy to vote on their behalf. All decisions, with the exception of constitutional changes, will be carried by a simple majority.

CONSTITUTIONAL CHANGES

The Hon Secretary must be notified in writing of any proposed constitutional changes fourteen days prior to the date of the General Meeting.

Any constitutional changes may only be made with the approval of two thirds of the members present and entitled to vote at a General Meeting of the Association. Any constitutional change must be proposed by a Voting Member and seconded by at least four Voting Members.

DISSOLUTION

If the number of Voting Members of the Association falls below ten, or if at any time the Association passes in General Meeting by two thirds or more of the members present and entitled to vote, a resolution of its intention to dissolve, the General Committee will take immediate steps to convert into money all the property of the Association, with power, however, to delay the conversion of any particular property if the Association in General Meeting shall so authorise. Out of the proceeds of such conversion, the General Committee will discharge all debts and liabilities of the Association, including all expenses of such conversion. Any balance remaining in their hands will be disposed of by them as the Association. General Meeting will resolve; and thereupon the Association will for all purposes be dissolved. Provided that if the Association does not, within six months after the date of resolution, resolve upon the disposition of any such balance, the same will be divided equally between all companies who were Voting Members at the date of the resolution.

A copy of the notice convening any General Meeting under this rule will be sent by the Hon Secretary by post to every member at the last address notified to the Hon Secretary, not less than fourteen days before the date appointed for the meeting, but any accidental omission to send such notice or the non-receipt of same shall not invalidate any proceedings or resolution.