BSA Rules and Structure
The British Sandwich & Food To Go Association (BSA) is a company limited by guarantee established to promote the interests of the UK sandwich industry and its members, all of whom are involved in, or connected with, the sandwich industry.
The Association does not trade in its own right nor does it handle any funds or monies on behalf of its members. Its sole purpose is to own and protect the title The British Sandwich & Food To Go Association and the logo associated with the name.
This document contains an explanation and details about both the Constitution and Membership of The British Sandwich & Food To Go Association which are detailed in both the Articles of Association and Memorandum of Association of The British Sandwich & Food To Go Association
In addition to the rules and regulations contained in this document, the Management Committee of the Association (subject to the procedures set out below) may at any time create additional rules and regulations by majority vote.
1. Name of the Association
The name of the Association is “The British Sandwich & Food To Go Association” (referred to as ‘BSA’ below) the offices of which are situated at Association House, 18c Moor Street, Chepstow NP16 5DB.
2. The Secretariat
The Secretariat services for the Association and all commercial and other activities carried out under its name will be managed by Food Events & Things (FEAT) which is situated at Association House, 18c Moor Street, Chepstow NP16 5DB.
3. Objects of the Association
The objects for which the BSA is established are:
3.1 In general to promote the interests of both the sandwich industry in the United Kingdom and its members, all of whom are involved in, or connected with, the sandwich industry; and more specifically to:
3.2 To hold and police the use of The British Sandwich & Food To Go Association name and logo.
3.3 Safeguard the integrity of the sandwich industry by setting standards for sandwich making and by encouraging improvement.
3.4 Promote excellence and innovation in sandwich making.
3.5 Provide a source of information for the industry.
3.6 Promote the consumption of sandwiches
3.7 Provide a collective voice for all those involved in making, distributing and retailing sadwiches and to represent the views of the industry; and to do all ancilliary things as are incidental or conducive to the attainment of these objects.
4. Membership
4.1 There are two basic categories of BSA subscription – ‘Full Members’ and ‘Subscribers to BSA Information Services’. Full members of the Association are those companies or organisations who fully comply with the accreditation requirements of the Association. Only this category of subscriber may describe themselves as ‘Members’ and vote with regard to the Association’s affairs. All others are known as ‘Subscribers to BSA Information Services’ and may not describe or refer to themselves in any way as ‘Members’.
4.2 Members of the BSA shall be those individuals, companies and organisations who comply with the standards set down by the BSA in its Codes of Practice and who pay to the appointed agents of the BSA the appropriate membership fees as are required at any time. The Codes of Practice are the current standards set by the Association’s Technical Committee and published by the Association.
4.3 By applying for full membership , and paying the relevant membership fee, businesses are confiming that they comply with BSA accreditation standards. In some membership categories a BSA audit is a requirement.
4.4 New members must provide two customer trade references from within the food industry which will be taken up by the association before membership is accepted. All information gathered from referees will be treated in strict confidence by the BSA and the Secretariat.
4.5 Members must pay membership fees to Food Events & Things (FEAT) of such an amount as may be determined from time-to-time by the Management Committee and Food Events & Things (FEAT) . New members may be required to pay an enrolment fee which will be similarly determined from time-to-time by the Management Committee and Food Events & Things (FEAT) .
4.6 Members failing to pay their membership fee, or other invoiced costs, within three Calendar months from the date of invoice may be suspended from membership and/or expelled from Membership. If payment is made after this action has been taken and they wish to rejoin the association the enrolment fee current at the time of re-enrolment may be applied.
4.7 In applying for and accepting membership of the BSA, individuals, companies or organisations are deemed to accept the undertaking that they will uphold the Objects of the BSA and will, at all times, uphold the integrity of the BSA and its Membership.
4.8 In accepting membership of the BSA, businesses, organisations and individuals accept responsibility for notifying the BSA of any changes in their circumstances affecting the Association or its Members. All notifications must be made in writing to the Secretariat.
4.9 Any individual, company or organisation wishing to cease membership of the BSA must give a full Calendar month’s notice in writing of their intention to cease membership and all members undertake to pay all outstanding fees and costs up to and including the last day of the notice period. Any audit costs included in fees and incurred by the Association in advance of membership being terminated must be paid in full.
4.10 Membership may be terminated at any time if a member fails to meet the standards required of the Association or brings the good name of the Association into disrepute or fails to pay membership fees and costs in reasonable time.
5. Management of the Association
5.1 The affairs of the BSA shall be managed by a Management Committee of not less than twelve full members plus the chief executive or managing director of Food Events & Things (FEAT) , who shall act as Secretary to the Association. The maximum number of members on the Management Committee is 17
5.2 The Management Committee shall be representative of all sections of the UK sandwich and food to go industry.
5.3 Each April nominations will be invited for places on the Management Committee and where more members are nominated than there are places available a ballot will take place in May. Nominations for places on the committee must come from within the section where vacancies exist and any ballot will take place among members of that section. Thus if a place becomes vacant for a manufacturer, only other manufacturers will be invited to stand and only manufacturing members will be eligible to vote in any ballot.
5.4 Only full members of the Association may vote in any election.
5.5 All members of the Management Committee must be actively involved in the sandwich industry and must be employed in a senior management capacity by a company or organisation which is a member of the Association. The only exception to this is the representative from Food Events & Things (FEAT) .
5.6 All members of the Management Committee are obligated to act fairly and to view all Management Committee matters from an industry perspective and not in relation to their own position or that of their businesses.
5.7 The vice-chair will hold office for one year and then automatically assume the role of chair for the next year. In the event that the vice-chair wishes to stand down and/or not take up the position as Chair, then nominations will be invited from within the other members of the Management Committee for Chair.
5.8 The vice-chair will be elected by the Management Committee from within its membership. This election will take place in advance of the Annual General Meeting each year.
5.9 Each year one member from each section of the Management Committee shall put themselves up for re-election.
5.10 Where only one representative position is allocated on the Management Committee the person elected shall hold office for two years unless other members express an interest in standing, whereupon an election will be held. A written nomination or intention to stand must be received by 1st May each year in order for there to be an election.
5.11 The Chair will stand down at the end of each year and the Vice-Chair shall become Chair.
5.12 At the conclusion of his/her year of office, the Chair shall have the option to remain on the Committee for a further 12 months before offering himself/herself for re-election. This may mean that in some yeas there will be no election for representation in a sector represented by an outgoing Chair.
5.13 Employees from Food Events & Things (FEAT) may be in attendance at Management Committee Meetings. Other persons may be present at Committee meetings by express invitation only; such invitations to be agreed in advance between the Chairman and Secretariat.
5.14 The Committee may co-opt other members onto the Committee but the numbers set out for section representation on the Committee must not be exceeded unless authorised by a change in the Constitution agreed with Committee members.
5.15 The election of the Vice-Chair and any other elected offices within the Association shall be carried out in a formal way with proper nominations and written voting slips. If two or more people are nominated, the office elected shall be the person with the greatest number of votes.
- It is resolved, by unanimous agreement of the Management Committee, that in the event of an elected Member of the Committee being unable to continue in office, for whatever reason, the vacated position on the Committee shall be offered to another representative from the same business. This person shall then hold that position until that position becomes due for re-election, at which point they may offer themselves for formal election onto the Committee. In the event of the business being unable to, or deciding not to, put forward a representative then the Management Committee through the Director shall approach others from within the same industry sector with the objective of co-opting a replacement onto the Committee until a regular election can be held.
- If a member of the Management Committee fails to attend any meetings during a 12 month period they will be assumed to have relinquished their position on the Management Committee and the Members may co-opt another member in their place.
- Only one member for each Member company may attend Management Committee meetings unless otherwise agreed by the Chairman in advance of the meeting.
- No substitutions should be made for the positions vacated by the election of a Chair or Vice-chair on the Management Committee and those elected into these positions should continue to represent their sectors of the market.
6. Proceedings of the Management Committee
The Secretariat will convene a minimum of four meetings of the Committee each Calendar year, giving not less than 14 working days written notice to each member of the committee. At these meetings the committee shall review the conduct of the Association’s affairs by Food Events & Things (FEAT) , deal with matters of policy, the activities of sub-committees appointed and deal with any other matters arising that relate to the association, the committee or the membership.
The Committee must at all times function within the following guidelines:
6.1 The quorum necessary for the transaction of the business of the Management Committee shall be 20% of the Management Committee.
6.2 Where a quorum is not possible, members of the Management Committee may meet to discuss Management Committee business but any decisions taken must be circulated and approved by a quorum of Management Committee members before they can be implemented.
6.3 The continuing Management Committee members may act notwithstanding any vacancy on the committee, but if and so long as their number shall be below the quorum specified in paragraph 6.2 the Management Committee may act only to appoint new members to the Management Committee to fill any or all of the existing vacancies and to call a general meeting of the Association.
6.4 In addition to meetings called pursuant of the quarterly meeting specified above, the Secretariat may from time-to-time convene additional meetings of the Management Committee with the agreement of the Chair. Upon the written request of five or more members of the Management Committee, the Secretariat must call an additional meeting by giving not less than 14 days written notice to each member of the Management Committee.
6.5 If at any meeting of the Management Committee the Chair is not present within five minutes after the appointed time of the meeting, the Vice-chair (or if he/she is not present a representative from Food Events & Things (FEAT) .) shall act as Chair of the meeting.
6.6 The Chair of the Management Committee meeting shall in the event of equality of votes have a second or casting vote.
7. The Use of Sub Committees
Sub-Committees may be formed at any time with the agreement of the Management Committee.
7.1 Sub-Committees shall have a Chair and a least two other members.
7.2 All those on Sub-Committees must be full members of the Association other than expert advisors who may be invited to join such Committees with the agreement of other members of the Sub-Committee.
7.3 All members of the Association have a right to attend Sub-Committee meetings but may not vote at such meetings unless they are appointed members of the Sub-Committee.
7.4 The Technical Group Sub-Committee is a standing committee.
7.5 The same voting rules that apply to Management Committee meetings also apply to Sub-Committee meetings.
7.6 Decisions taken by any Sub-Committee may be overruled by the Management Committee if it is felt that such decisions are not in the interests of the Association as a whole. The only exception to this is where technical decisions are made by the Technical Group Sub-Committee. In the case of a disagreement over a decision by the Technical Group Sub-Committee and the Management Committee, the two Committees shall meet jointly to discuss the issues after which the Management Committee may vote and its decision will be final.
8 General Meetings
8. 1 The Annual General Meeting of the Association shall be held in the Autumn of each year at such time and place as the Management Committee shall decide.
8.2 All general meetings of the full members relating specifically to the business of the Association, other than the Annual meetings, shall be Extraordinary General Meetings.
8.3 The Management Committee may, whenever they think fit, convene an Extraordinary General Meeting and will upon the written request of not less than 10% of the members convene such a meeting.
8.3 All Annual General Meetings and Extraordinary General Meetings shall be called on not less than twenty-one days written notice although the accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive a notice shall not invalidate the proceedings at that meeting.
8.5 Notice of all meetings of the Association will normally be published by the Association as the start of each year and it is the responsibility of the Members to make note of such dates.
9. Proceedings at General Meetings
Notice of all Annual General Meetings shall be circulated to all members by the Secretary, not less than twenty-one days prior to the meeting. The meeting Agenda shall be available to all members at the meeting, together with a copy of the minutes from the previous AGM.
10. Votes of Members
Only full members of the Association are entitled to vote on Association matters. However, in respect of industry matters the Association may extend voting rights to non-members where the Management Committee considers this to be merited. In all respects the following rules will apply:
10.1 Each member of the Association shall have one vote only.
10.2 Motions may be passed at Meetings by a majority vote of those present.
10.3 With regard to referendums put to the members by the Secretariat and Committee, proposals shall be passed by majority replying to the referendum, whether or not such replies account for a majority of members in total.
11. Matters Reserved for General Meetings
Changes in the Constitution.
12. Accounts & Financial Management
Food Events & Things (FEAT) will be responsible for the financial management of the Association and all its activities. Food Events & Things (FEAT) will provide a financial statement for the Management Committee each year outlining the membership and key expenditure areas for the previous year based on management accounts.
13. Notices
The Secretariat will inform all members, at their last notified address, of any meetings or other general information relating to the Association. Such correspondence will be addressed to the named contact provided to the Association at the time of joining or subsequently notified in writing to the Association as being the main contact point.
14. Rules & Bye Laws
Such additional rules and bye-laws as may be introduced by the Management Committee from time-to-time will be added to this constitution.
ADDENDUM 1
Use of the BSA Logo
Only full Members are permitted to display or use the BSA symbol/logo.
The logo can be used on products, labels, letterheads, literature, point-of-sale material and on advertisements, provided that they comply with the BSA’s rules on the use of the logo and provided that when using it Members do not do so in a way that might discredit the Association or any of its Members in any way.
The rules on the use of the symbol are as follows:
1. No Member using the BSA symbol may do so in any way that might be misleading to the public.
2. The size of the symbol used on any letterhead, literature, or advertisement must NEVER be more dominant than the name of the business or brand.
3. All BSA symbols displayed by members must be exact replicas of the standard symbol of the Association. (Artwork for the symbol is available from the Association).
4. The symbol may only be reproduced in colours approved by the BSA. Those colours are Red, Green and Black on a white background. Other colours may be used on labels etc. provided that prior written agreement is obtained from the Association.
5. If the symbol/logo is being used in connection with any claim or similar, the wording being used in association with it should be approved by the Secretariat in writing in advance.
For further information, please contact the Secretariat on 01291 63648
ADDENDUM 3
Complaints Procedure:
In the event of a complaint being made against a Member, the Secretariat will contact all the parties involved to obtain information and their comments. It is a prerequisite of this process that the person making the complaint must agree to the Member having the opportunity to view the complaint and comment upon it. In the event that the matter cannot be dealt with by the Secretariat it will be put before the Management Committee (or a sub-committee appointed by it) for assessment at which point all parties may be invited to express their views. Thereafter the decision of the Management Committee will be deemed to be final. Any interested or related parties on the Management Committee shall be excluded from this process.
Arbitration: In situations where disagreements arise between Members, the Association will act in an arbitration role, provided that both parties agree to this process and to the decision of the appointed Arbitration Committee being final. In such circumstances a sub-committee would be formed from the Management Committee to arbitrate on the matter, excluding any members of the Committee with interests or related to the parties involved.
All complaints or disputes should be submitted in writing and addressed in confidence to the Director of the Association.