Articles of Association

Brackley Business Association Ltd (Company Limited by Guarantee)

1. Company Name

1.1. The name of the company is Brackley Business Association Ltd (“the Association”).

2. Registered Office

2.1. The registered office will be situated in England and Wales.

3. Interpretation

3.1. “The Act” refers to the Companies Act 2006. 3.2. “Member” refers to a business admitted to the Association as a full member. 3.3. “Representative” refers to the individual appointed by a member business to exercise that member’s rights. 3.4. “Board” refers to the Board of Directors. 3.5. “Chair” refers to the Chair of the Board. 3.6. “Town Centre” means the central business area as defined by the Board.

4. Objects

4.1. The objects of the Association are: 4.2. To promote Brackley town centre as a destination for shopping, hospitality, services, and visitor experience. 4.3. To represent and support town centre businesses through advocacy, events, shared marketing, and regeneration initiatives. 4.4. To apply for and administer funding for local business benefit. 4.5. To collaborate with local councils and stakeholders to improve the town’s economic, cultural, and environmental vitality. 4.6. The Association will provide opportunities for members to network with each other and will facilitate access to training and development programs to enhance local business skills and capabilities. This may include workshops, seminars, and other collaborative events.

5. Powers

5.1. The Association shall have the power to do anything lawful that is conducive to achieving its objects, including but not limited to: 5.1.1. Applying for and distributing funding 5.1.2. Entering into contracts 5.1.3. Employing staff or contractors 5.1.4. Organising and promoting events 5.1.5. Managing signage and shared assets

6. Membership

6.1. Full Membership is open to any business, sole trader, or organisation operating premises in Brackley town centre, as defined by the Board. The Board may refuse membership if the applicant’s business is incompatible with the Association’s objectives or would bring the Association into disrepute. 6.2. Each member business shall appoint only one named individual as its Representative. This person shall be the sole member for voting purposes and may attend and speak at meetings on the business’s behalf. 6.3. A Representative may nominate a proxy to vote and speak on their behalf, provided written notification is given to the Secretary at least 24 hours in advance of the relevant meeting. 6.4. The proxy must either be another Representative or substantially connected to the member business. 6.5. The Board shall have complete discretion to determine what constitutes a member business for the purposes of identifying and approving its Representative. 6.6. The Representative shall: 6.6.1. Hold the voting rights on behalf of the member 6.6.2. Be entitled to speak and vote at general meetings 6.7. No person may hold proxies for more than two other members. 6.8. Employees or owners of member businesses may attend meetings but shall not speak unless granted permission by the Chair. 6.9. Each Full Member has one vote. 6.10. Associate membership (non-voting) may be granted to community or voluntary organisations by the Board. 6.11. Membership fees shall be set annually by the Board and approved at the AGM. 6.12. The Secretary shall maintain an up-to-date register of members in accordance with the Act 6.13. Membership Termination and Discipline 6.13.1. Voluntary Resignation: A member may resign by giving 30 days’ written notice to the Secretary. All membership fees due up to the date of resignation must be paid. 6.13.2. Termination by the Board: The Board may terminate membership by majority vote if: 6.13.2.1. a member fails to pay membership fees for three consecutive months after written notice 6.13.2.2. Acts in a manner fundamentally opposed to the Association’s objects 6.13.2.3. Brings the Association into serious disrepute 6.13.2.4. Ceases to operate premises in the town centre 6.13.3. Right of Appeal: A member facing termination has the right to appeal to an EGM within 14 days of notification. The EGM decision shall be final. 6.13.4. No Refund: Terminated members are not entitled to refund of membership fees paid. 6.14. Electronic Communication: Notices may be served by email to the address provided by each member. Members who do not provide email addresses will receive postal notices.

7. Board of Directors

7.1. The Association shall be managed by a Board of Directors of five elected members. 7.2. The Board shall include at least one representative from each of the following sectors: 7.2.1. Hospitality 7.2.2. Aesthetics 7.2.3. Retail 7.2.4. Trades 7.2.5. Services 7.3. Directors shall serve a term of two years and may stand for re-election. 7.4. At each Annual General Meeting (AGM), the full membership shall elect the Board of Directors. 7.5. From among the elected directors, the Board shall appoint the following officers: 7.5.1. Chair 7.5.2. Secretary 7.5.3. Treasurer 7.6. The appointment of officers shall be determined by a simple majority vote of the Board at its first meeting following the AGM. 7.7. Any officer (Chair, Secretary, or Treasurer) may be removed by a majority vote of the full members present at an Extraordinary General Meeting (EGM) called for that purpose. A replacement may be appointed by the Board from among the existing directors and shall serve until the next AGM. 7.8. The Board may co-opt additional non-voting advisors as required. 7.9. The quorum for Board meetings shall be three directors. 7.10. Director Removal: A director may be removed before the end of their term by: 7.10.1. Resignation in writing to the Secretary 7.10.2. Resolution passed by 75% of members present at an EGM called for that purpose 7.10.3. Automatic removal if absent from three consecutive Board meetings without apology 7.11. Casual Vacancies: If a director position becomes vacant mid-term, the Board may: 7.11.1. Co-opt a replacement director from the same sector to serve until the next AGM 7.11.2. If no suitable candidate available, operate with fewer directors (minimum 3) 7.11.3. Call an EGM to elect a replacement if deemed necessary 7.12. Sector Representation: Where insufficient candidates are available from a required sector, the Board may temporarily waive this requirement, provided it is addressed at the next AGM.

8. Yearly Strategy Plan

8.1. The Board shall have the power to enact any decisions, policies, or other strategies as outlined in the Yearly Strategy Plan. 8.2. The Yearly Strategy Plan shall be presented by the Board and approved by members at the Annual General Meeting (AGM). 8.3. The Yearly Strategy Plan may only be altered by resolution passed at an Extraordinary General Meeting (EGM). 8.4. Board Meeting Procedures: 8.4.1. Board meetings shall be called by the Chair or any two directors 8.4.2. At least 7 days’ notice required unless all directors agree to shorter notice 8.4.3. Meetings may be held in person, by video conference, or by telephone 8.4.4. Decisions require simple majority; Chair has casting vote in ties

9. General Meetings

9.1. An invitation shall be extended to Brackley Town Council and West Northamptonshire Council to attend all monthly meetings, Annual General Meetings (AGMs), and Extraordinary General Meetings (EGMs). Such guests may be invited to speak at the discretion of the Chair but shall not have voting rights. 9.2. An Annual General Meeting (AGM) shall be held every year to: 9.2.1. Receive accounts and the annual report 9.2.2. Elect directors 9.2.3. Approve membership fees 9.2.4. Approve the Yearly Strategy Plan 9.2.5. Discuss any other business submitted in advance 9.3. An Extraordinary General Meeting (EGM) may be called: 9.3.1. By a resolution passed by a simple majority of the Board 9.3.2. At the written request of no fewer than 25% of full members 9.3.3. With at least 14 days’ notice given to all members, specifying the purpose of the meeting 9.4. Notice of the AGM shall be given to all members at least 21 days in advance. 9.5. The quorum for General Meetings shall be 10% of the total voting members or 10 members, whichever is greater. 9.6. Members shall be entitled to vote at the AGM and any EGM, in accordance with Section 9 of these Articles. 9.7. The Board shall hold monthly meetings. Members may attend Board meetings as observers but may only speak with the Chair’s permission. Separate quarterly consultation meetings shall be held for all members to discuss Association business.

10. Decision-Making

10.1. Full members (or their proxy as nominated to the Secretary) must be physically present at the AGM or EGM for their vote to be counted. Proxies must attend in person to exercise voting rights. 10.2. Each full member has one vote at General Meetings. 10.3. Decisions shall be made by simple majority, except where the Act requires a special resolution. 10.4. In the event of a tie, the Chair shall have a casting vote.

11. Finances

11.1. The financial year shall run from 1 April to 31 March. 11.2. The Treasurer shall maintain accurate records of income and expenditure. 11.3. An independent examiner shall review the accounts annually. 11.4. No distribution of profit shall be made to members; all funds shall be reinvested for the benefit of the Association’s aims. 11.5. Banking: The Association shall maintain a business bank account requiring two signatories for transactions over £500. 11.6. Expenditure Limits: 11.6.1. Up to £500: Treasurer authorization 11.6.2. £500-£5,000: Board majority approval 11.6.3. Over £5,000: Member approval at General Meeting 11.7. Procurement: Expenditure over £1,000 should seek competitive quotes where practicable. 11.8. Emergency Decisions: In urgent circumstances where delay would be detrimental to the Association’s interests, the Chair and Treasurer may authorize expenditure up to £1,000, subject to ratification at the next Board meeting.

12. Liability of Members

12.1. Each member undertakes to contribute a sum not exceeding £1 if the company is wound up while they are a member or within one year of ceasing to be a member.

13. Intellectual Property and Assets

13.1. Ownership: All intellectual property, including the Association’s name, logo, website, and social media accounts, shall be owned by the Association. 13.2. Use of Assets: Members may use the Association’s branding for legitimate promotional purposes with Board approval.

14. Conflicts of Interest

14.1. Declaration: Directors must declare any direct or indirect interest in any matter being considered by the Board. 14.2. Exclusion: A director with a material interest in a matter must not participate in discussion or voting on that matter, unless the conflict is deemed minor by the remaining directors. 14.3. Register: The Secretary shall maintain a register of declared interests.

15. Dissolution

15.1. If the Association is wound up, any remaining assets shall be transferred to a similar non-profit organisation with compatible aims, as agreed by a two-thirds majority of the members present at a General Meeting.

16. Section 15A. Data Protection

16.1. Data Compliance: The Association shall comply with all relevant data protection legislation in handling member information. 16.2. Privacy: Member contact details shall not be shared with third parties without consent, except as required for the Association’s legitimate business purposes.

17. Amendments to Articles

17.1. These Articles may be amended by special resolution of the members at a General Meeting. 17.2. Any proposed amendments must be circulated to all members at least 14 days in advance.

---

Adopted by the founding members on: _______________________

Signed:

Chair: _______________________

Secretary: _______________________

Treasurer: _______________________