Articles of Association of ABTA Limited ?· Articles of Association June 2016 ©ABTA Ltd Page 3 OBJECTS…

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  • ABTA Ltd Page 1

    Articles of Association of ABTA Limited

    Company Limited by Guarantee Company Number 551311

    Adopted by Special Resolution passed on the third day of April 2007 and amended by Special Resolutions dated 30

    April 2008, 29 April 2009, 2 October 2009, 29 April 2010, 4 May 2011, 25 April 2012, 24 April 2013, 7 April 2014, 25

    November 2015 and 22 June 2016

  • Articles of Association June 2016

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    CONTENTS

    OBJECTS 03

    PRELIMINARY 04

    MEMBERSHIP GENERALLY 07

    MEMBERSHIP 07

    Qualifications for Membership 07

    Fees 08

    Subscriptions 09

    MEMBERS 09

    OFFICES AND OUTSIDE SALES REPRESENTATIVES 10

    ADMISSIONS OF NEW MEMBERS AND OBLIGATIONS OF MEMBERS 10

    ACCOUNTS RULES 14

    Form of Accounts 14

    Reports of Reporting Accountants 14

    Non-compliance with Accounts Rules 16

    COMMITTEES AND TRADING CONDUCT 16

    TERMINATION OF MEMBERSHIP AND OTHER PENALTIES 18

    APPEAL BOARD 19

    GENERAL MEETINGS 21

    COUNCIL OF THE REGIONS 24

    REGIONAL COMMITTEES 27

    BOARD OF DIRECTORS 29

    CHAIRMAN 35

    TREASURER 37

    SECRETARY 37

    MINUTES 37

    THE SEAL 37

    SYMBOL 37

    ACCOUNTS 37

    AUDIT 39

    NOTICES 39

    INDEMNIFICATION AND INSURANCE 39

    CONFIDENTIALITY 40

    MAP SHOWING ABTA REGIONS 41

  • Articles of Association June 2016

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    OBJECTS

    The objects for which ABTA is established are:

    (A)

    The objects for which ABTA is established are:

    i) To establish an organisation fully representative of Travel Agents and Tour Operators in the United

    Kingdom of Great Britain and Northern Ireland and the Channel Islands and the Isle of Man.

    ii) To promote and develop the general interests of all Members of ABTA in their relations with one

    another and with others in the industry.

    iii) To establish and maintain Codes of Conduct between Members and the general public,

    between Members and other Members, and between Members and Agents or Principals who are not

    Members, with the object that membership of ABTA shall be recognised as a guarantee of integrity,

    competence and a high standard of service.

    iv) To discourage unfair competition without however interfering in any way with initiative and

    enterprise based on fair trading.

    v) To promote friendly relations with others in the travel industry and to provide means for

    negotiations and liaison with other bodies concerned with the development of travel both in the

    United Kingdom and abroad.

    vi) To take all such actions as may be deemed necessary or expedient to raise the prestige and status of

    Members of ABTA.

    vii) To do all such things as may be deemed necessary or expedient to raise the prestige and status of

    Members of ABTA.

    viii) To promote and advance the cultural and educational aspects of travel and the education and

    instruction of persons concerned or intending to be concerned with travel, travel agency and tour

    operating and (without prejudice to the generality of the foregoing) for this purpose to support

    schools and colleges, to establish and run courses and examinations, to award diplomas and to

    publish any matter in any manner that may be considered desirable.

    (B)

    To purchase, take on lease or in exchange, hire or otherwise acquire, any real or personal property, and

    any rights or privileges which ABTA may think necessary or convenient and to construct, equip,

    maintain and alter any houses, buildings or erections necessary or convenient for the purposes of

    ABTA.

    (C)

    To sell, improve, manage, develop, lease, mortgage, dispose of or turn to account or otherwise deal

    with all or any of the property or assets of ABTA as may be deemed expedient with a view to the

    promotions of its objects.

    (D)

    To undertake and execute any trusts which may lawfully be undertaken by ABTA and are conducive to

    its objects.

    (E)

    To borrow or raise any money required for the purposes of ABTA on such terms and on such security as

    may be determined.

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    (F)

    To invest the moneys of ABTA not immediately required for its purposes in or upon such investments,

    securities or property and to engage in such activities to raise money for the purposes of ABTA as may

    be thought fit.

    (G)

    To establish and support or aid in the establishment and support of any charitable or benevolent

    associations or institutions and to subscribe or guarantee money for charitable or benevolent purposes

    in any way connected with the purposes of ABTA or calculated to further its objects.

    (H)

    To apply or petition for or promote any Act of Parliament, Royal Charter or other measure with a view

    to attaining any or all of the objects of ABTA.

    (I)

    To oppose any Bill or legislative measure calculated to prejudice the status or interests of Members of

    ABTA and for such purposes to petition Parliament and take such other steps as may be deemed

    expedient.

    (J)

    To do all such things as ABTA may deem incidental or conducive to the attainment of the above objects

    or any of them.

    Provided that ABTA shall not support with its funds any object or endeavour to impose on, or procure to be

    observed by its Members or others any regulation, restriction, or condition which, if an object of ABTA, would make

    it a Trade Union.

    PRELIMINARY

    Registration 1. For the purpose of registration the number of Members of ABTA is unlimited.

    Definitions 2.

    In these Articles, where the context admits, the following words bear the

    meanings set opposite them:

    Words Meanings.

    ABTA ABTA Limited.

    The Acts

    The relevant provisions of the Companies Acts and all other Acts concerning

    companies for the time being in force.

    Agent

    Any person carrying on business, in whole or in part, as an agent for a Principal,

    remunerated by commission or otherwise, in respect of the sale or offer for

    sale of Travel Arrangements.

    Associated Person

    An associated company of the Member of ABTA concerned within the meaning

    of Section 416 of the Income and Corporation Taxes Act 1988 or any individual,

    firm or company with whom the Member has a similar relationship.

    Code of Conduct The written standards approved by the Board of Directors, which all Members

  • Articles of Association June 2016

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    must comply with.

    Consumer The consumer or end-user of Travel Arrangements.

    Controlling Director

    The meaning ascribed thereto in the now repealed Section 624(3) of the

    Income and Corporation Taxes Act 1988.

    Director Any person in accordance with whose directions or instructions the directors of

    a company are accustomed to act and, in particular, any person occupying the

    position of director, howsoever called, and including any person acting as a

    non-executive, alternate, nominee, de facto or shadow director.

    Distribute Offer, sell or otherwise facilitate the provision of Travel Arrangements to

    Consumers whether as Principal, Agent or in any other capacity. For the

    avoidance of doubt, a Member shall not be deemed to Distribute Travel

    Arrangements to Consumers where such Member is supplying Travel

    Arrangements to another person who sells them on to Consumers in his own

    name.

    Expressions

    Expressions denoting writing shall, unless the contrary intention appears, be

    construed as including references to printing, lithography, photography,

    facsimile, electronic mail, and any other mode, analogue or digital of

    reproducing words in a visible form; words importing the singular number only

    shall include the plural number and vice versa; words importing the masculine

    gender only shall include the feminine gender; and words importing individuals

    shall include corporations.

    Subject as aforesaid, unless the context otherwise requires, expressions

    contained in these Articles shall bear the same meanings as in the Acts.

    Insolvency Event A bankruptcy order made against a debtor; the taking of the benefit of any

    statutory provision for the time being in force for the relief of insolvent

    debtors; (being a body corporate) the convening of a meeting of creditors

    (whether formal or informal); or entry into liquidation (whether voluntary or

    compulsory) except a solvent voluntary liquidation for the purpose only of

    reconstruction or amalgamation; the appointment of a receiver and/or

    manager, administrator or administrative receiver over an undertaking or any

    part thereof; the filing of documents with the court for the appointment of an

    administrator; the giving of notice of intention to appoint an administrator; the

    passing of a resolution or presentation of a petition to any court for the

    winding-up of a company or for the granting of an administration order in

    respect of a company.

    Member Any Agent or Principal member of AB