BROUGHTY FERRY TRADERS’ ASSOCIATION CONSTITUTION
(Revised August 2025(V7))
1. TITLE The Association shall be called “The Broughty Ferry Traders’ Association” (and at times abbreviated to BFTA)
2. AIMS AND OBJECTS To foster and promote trade and business generally within necessary to make representations to individuals or to corporate bodies on behalf of its Broughty Ferry, to maintain and preserve and where possible improve and increase the amenities of the area and the well being and prosperity of its inhabitants, and if members.
3. MEMBERSHIP Membership shall be open to any individual, partnership, or limited company (hereinafter referred to as a business) that either has a place of business in Broughty Ferry or can demonstrate a significant interest in and positive business impact on the Broughty Ferry economy. On meeting this agreed criteria, membership shall be ratified upon payment of such annual subscription as may be determined at the Annual General Meeting of the Association.The committee, but only on a majority vote shall have power to refuse admission. The Chairperson shall have the casting vote (see 7). Where a business has two or more representatives within the committee , these members may attend meetings and take part in any discussion where both votes shall be recognised and counted (unless specifically mandated by the Chairperson). Where a business is conducted by a manager, such manager shall be entitled to attend and vote on behalf of his committee member principals at a standard monthly committee meeting. It shall be acceptable for any member to send a duly accredited representative to any General Meeting to act on behalf of said member.
Consultant Membership: Individuals who do not own a business may be considered for consultant membership at the discretion of the committee. Such appointments may be made when the committee determines that the individual’s expertise, involvement, or connection to the Association is of significant value and contributes meaningfully to the objectives and collective benefit of the Association. Consultant members may be invited to participate in discussions but shall have no voting rights unless otherwise specified by the Committee. It shall be the role of the Chairperson to approve the voting rights of a Consultant member at the point of their appointment to the Committee.
3. MEMBERSHIP ELIGIBILITY & CLASSIFICATION
Foundation of Membership:
The Broughty Ferry Traders’ Association (BFTA) exists to support, represent, and promote the interests of independent, locally owned businesses within Broughty Ferry. The Association was established to provide a unified platform for small enterprises whose success is rooted in local engagement, distinctiveness, and contribution to the town’s economic and cultural wellbeing.
Eligibility for Membership:
To qualify for membership, a business must meet the following criteria:
This provision is intended to include independently owned businesses with multiple locations, where the Broughty Ferry operation clearly reflects local values and priorities.
Exclusion of National and Franchise Businesses:
Businesses that are part of a national chain, multinational group, or franchise network are not eligible for full BFTA membership. This includes:
This exclusion ensures that the Association remains true to its purpose: amplifying the collective voice of independent local traders.
Application Review and Approval:
All applications for full membership or national/franchise engagement (Associate Partnership) shall be subject to review and approval by the Standing Committee/Board. The Committee will review applications on a monthly basis and reserves the right to approve or decline any application based on individual circumstances, reputation, integrity, and standing within the community. The decision of the Committee shall be final.
Assessment and Review:
All membership applications will be assessed by the BFTA Membership Committee. The Committee may request supporting documentation to confirm eligibility. In cases of uncertainty, the final decision will rest with the BFTA Executive Committee.
Existing Members (Grandfather Clause):
The Broughty Ferry Traders’ Association recognises the long-standing contributions of some current members who may not fully meet the updated eligibility criteria.
To preserve continuity, any member in good standing as of 1 July 2025 may retain their membership provided they:
This exception is non-transferable and applies only to existing members. It does not extend automatically to successors, new locations, or other branches. Future applications will be assessed under the updated criteria.
5. COMMUNITY PARTICIPATION BY NON-MEMBER NATIONAL OR FRANCHISE BUSINESSES:
While national, franchised, and corporate chain businesses are not eligible for full BFTA membership, the Association recognises the value of their presence and contribution to the overall vitality and character of Broughty Ferry.
To encourage positive engagement and collaboration, such businesses may participate as
Associate Partners of the BFTA.
This is a formal but non-membership arrangement that allows recognised national and franchise organisations to support local initiatives, contribute to community projects, and engage with the Association in a structured and transparent manner.
No annual fee is applied to Associate Partnership.
Purpose of Associate Partnership:
The Associate Partner framework allows national or franchised businesses operating locally to engage constructively with the BFTA and the community through shared goals such as town enhancement, event sponsorship, and civic improvement.
Scope of Engagement:
Associate Partners are encouraged to contribute in the following ways:
Sensitivity and Oversight:
The BFTA recognises that engagement by national or corporate entities must be handled with care to safeguard the interests of its independent local members. Accordingly, all applications or proposals for Associate Partnership shall be reviewed and approved by the Standing Committee/Board. The Committee reserves the right to accept or decline participation based on circumstances, reputation, and community standing.
Recognition and Communication:
Associate Partners may, at the discretion of the Committee, be acknowledged in BFTA communications or promotional materials where their contribution aligns with the Association’s values and objectives. Such recognition does not imply voting rights, formal membership status, or influence over Association governance.
Existing National Company or Franchise Members (Grandfather Clause):
The Broughty Ferry Traders’ Association recognises the long-standing contributions of some current members who may not fully meet the updated eligibility criteria—particularly those operating under franchise agreements.
To preserve continuity, any member in good standing as of 1 July 2025 may retain their membership provided they:
This exception is non-transferable and applies only to existing members. It does not extend automatically to successors, new locations, or other branches. Future applications will be assessed under the updated criteria.
6. SUBSCRIPTION The membership subscription for the ensuing year shall be fixed at the Annual General Meeting of the Association. Payment may be made in full or through a monthly agreement.
Failure to pay the agreed subscription in full or maintain the terms of a monthly payment installment will result in the membership being rescinded and cancelled, with immediate effect, at the discretion of the committee.
7. OFFICE BEARERS AND COMMITTEE The affairs of the Association shall be managed
by a committee appointed annually at the AGM to represent the members. All members have the right to propose themselves for nomination to the committee. The committee shall have the power to fill any vacancies occurring in its members during the year. Such co-opted members of the Committee shall hold office until the following Annual General Meeting and shall be eligible for re-election to the committee at that meeting. The committee may from time to time appoint such Sub-Committees as they deem necessary either from amongst themselves or other invitees as determined by the committee. The Chairperson of any such sub-committee must be a member of the committee of the Association. An auditor shall be appointed at the Annual General Meeting to audit the books and accounts for the current year. A fee may be charged by the auditor.
8. QUORUMS A Quorum at a General Meeting shall be eleven, at a committee Meeting. Five and at a sub-committee Meeting three.
9. VOTING Voting at meetings shall be by a show of hands unless otherwise decided by a majority of those present. The Chairperson shall have a casting vote as well as a deliberate vote at all meetings whether they be General, committee or sub-committee meetings. In the case where a vote maybe extended to the broader membership, each member business shall be entitled to one vote, unless otherwise permitted by the Chair or defined within specific sub-committee structures
10. FINANCIAL YEAR AND ANNUAL GENERAL MEETING The financial year of the Association shall end on 31st December and the Annual General Meeting shall be held within three months thereafter for the presentation of the Accounts for the preceding year, duly audited, for the fixing of the Honoraria of the Secretary and Treasurer and any other payment as otherwise proposed and voted by the attending members, for the election of Office-bearers and members of the committee for the ensuing year and for such other business as may be arranged by the committee. No business of an extraordinary nature shall be considered unless notification of same has been included in clear terms in the agenda of business appended to the notice calling the Annual General Meeting. The Secretary shall call a Special General Meeting of the Association on a requisition addressed to him in writing by seven or more members of the Association stating the business to be transacted and specifying the terms of any motion to be placed before such Special General Meeting. Seven clear days notice of all General meetings shall be sent to each member of the Association and an agenda of business shall be appended to each circular calling said meeting, which agenda shall include the terms of any motion, if known to the Secretary to be proposed at said meeting.
It should be noted that in parallel to the Associations’ financial year, the membership year shall run between April 1st and March 31st. Payments shall be made via the online/digital banking system arranged at joining with BFTA treasurer, and shall be annually auto-renewed.
11. FINANCE MANAGEMENT AND BANKING The Association shall maintain a bank account in its name with a recognised financial institution as determined by the committee. All funds of the Association shall be deposited into this account and used solely for purposes approved by the committee in line with the Association’s objectives. The account shall be operated by at least two authorised signatories, as appointed by the committee. The Association shall keep accurate and up-to-date financial records, which shall be reviewed regularly by the committee and presented at the Annual General Meeting. The financial accounts shall be independently audited and signed off annually by a qualified third-party accountant, with the audit report made available to members upon request.
12. DISSOLUTION The Association may only be dissolved at a Special General Meeting called on a requisition addressed to the Secretary to this effect by seven or more members. Twenty one clear days notice of such a meeting shall be posted by the Secretary to each member. Such notice shall contain the terms of the resolution to be placed before the Meeting. A motion for dissolution of the Association shall not be carried except by a two-thirds majority of the votes cast by those present.
In the event of dissolution, any remaining funds shall be donated to charitable organisations or community projects within Broughty Ferry, or used for purposes aligned with the Association’s objectives, subject to committee approval and compliance with HMRC or legal guidelines..
13. BYE LAWS The committee shall have power to frame Bye-Laws consistent with these rules, which shall be binding upon all members until set aside by a vote at a General Meeting of the Association or withdrawn by order of the committee.
14. AMENDMENTS TO THIS CONSTITUTION Any proposed changes to this Constitution by membership must be submitted in writing to the Secretary at least 14 days prior to either:
a) a General Meeting, or
b) an Extraordinary Special General Meeting convened specifically to consider such amendments.
Amendments submitted by members shall only be adopted with a two-thirds majority of members present and voting at the AGM or Special General Meeting.
In addition, the committee shall have the authority to make updates to this Constitution at any time, where such changes are deemed necessary to maintain alignment with the evolving operational needs of the Association and the changing dynamics of the trading landscape it represents. Any such updates must be formally reviewed and voted on by the committee. In cases where the vote is tied, the Chairperson shall have the casting vote in accordance with standard committee practice.
15. TERMINATION AND REMOVAL OF COMMITTEE MEMBERS A committee member may be removed from office before the end of their term by a two-thirds majority vote of the full committee. Grounds for removal may include: acting against the interests of the Association; failure to fulfil duties; consistent lack of meaningful contribution to the work and objectives of the committee; ongoing disengagement; or missing three consecutive meetings without a valid reason. A valid reason shall be defined as circumstances beyond the member’s control, such as illness, family emergency, or other exceptional commitments communicated to the committee in advance where reasonably possible.
Where a member has continued or prolonged absence—even with a valid reason—the Chair (or designated officer) may propose a discussion regarding the individual’s capacity to continue effectively in their role. This may result in a mutual agreement for the member to step down, or, if no agreement is reached, a formal proposal to terminate the committee position may be brought forward and voted on by the committee in line with the above provisions.
Written notice outlining the grounds for removal must be provided, and the member shall have the opportunity to respond before a final decision is made.
16. CODE OF CONDUCT All committee and Association members are expected to act with integrity, professionalism, and in the best interest of the BFTA.
Discriminatory behaviour, harassment, or conduct likely to bring the Association into disrepute may result in disciplinary action, including removal from the committee or membership.
Compliants and grievance issues shall be submitted in writing to the Secretary and addressed by the committee within a reasonable timeframe. An appeals process shall be available to the full committee
17. MANAGEMENT / COMMITTEE STRUCTURE The Committee shall typically be comprised of a Chairperson, Vice Chairperson, Secretary, and Treasurer, supported by additional members elected at the Annual General Meeting (AGM) to oversee key responsibilities and deliverables. The size and structure of the committee shall be determined based on the needs of the Association and its membership. All committee members shall serve a term of one year and may stand for re-election.
The committee shall oversee strategic direction, events, financial oversight, and represent the collective interests of the membership. Sub-committees may be established as required, and must be chaired by a committee member.
The committee shall meet regularly to conduct its business, typically on a monthly basis or as required, including at the AGM. A minimum quorum of three committee members, including at least one office bearer (Chairperson, Vice Chairperson, Secretary, or Treasurer), must be present for decisions to be made. This quorum ensures that decisions are representative and carried out with due accountability. In the event of a tied vote, the Chairperson shall have the casting vote, in line with standard committee practice.
18. DURATION OF OFFICE FOR CHAIRMAN, VICE CHAIRMAN, TREASURER, AND SECRETARY: The Chairman and Vice Chairman shall normally serve a term of two years from the date of their election. At the end of this initial term, each officeholder will be offered the option to continue in post on a rolling one-year extension, to step down into a general Committee role, or to retire fully from the Committee. Throughout their time in office, both the Chairman and Vice Chairman are expected to take responsibility for succession planning to ensure that any future transition is seamless and does not disrupt the operations of the Committee. This responsibility includes identifying and mentoring potential successors, ensuring that key records and processes are properly documented, and preparing the Committee for continuity of leadership. In the event that either officeholder resigns, is unable to continue, or is otherwise removed from office before the end of their term, the Committee shall appoint an interim replacement at the earliest opportunity, to serve until the next scheduled election or until a permanent successor is confirmed
The Treasurer and Secretary shall also serve a standard two-year term, with the option to continue on a rolling annual basis subject to the agreement of the Committee. As office bearers, they are equally responsible for maintaining proper records, supporting succession planning in their respective areas, and ensuring that financial management and administrative processes remain continuous and transparent during any period of transition.
19. BRAND OWNERSHIP & STRATEGIC OWNERSHIP The branding and associated intellectual property of “Visit Broughty Ferry” shall be owned and safeguarded by the Broughty Ferry Traders’ Association (BFTA) on behalf of its members and the wider community. This brand represents a vital strategic asset in promoting and positioning Broughty Ferry as a vibrant destination locally, nationally, and internationally. It serves as the central vehicle for marketing, tourism, and place-making efforts, reinforcing a unified identity that supports economic growth, community pride, and long-term investment.
The BFTA shall ensure that the brand is used responsibly, consistently, and with integrity, in alignment with its mission to enhance the profile and prosperity of Broughty Ferry.
20. ASSET MANAGEMENT: PHYSICAL AND DIGITAL All physical and digital assets owned by the Broughty Ferry Traders’ Association (BFTA)—including logos (BFTA and Visit Broughty Ferry), websites, social media accounts, marketing materials, and equipment—are the sole property of the Association and must be used only with the written permission of the BFTA committee.Use of any asset without authorisation is strictly prohibited. Requests for use must be submitted in writing and will be considered in line with brand protection and community benefit.
Only authorised individuals may post or manage content on official BFTA platforms. All content must be respectful, accurate, non-political, and aligned with BFTA’s purpose of promoting Broughty Ferry positively.
The committee is responsible for protecting and overseeing asset use, including digital security, branding consistency, and appropriate conduct on all platforms.
21. LEGAL ENTITY STATUS. The Association shall operate as an unincorporated association unless and until incorporated under relevant legal provisions in Scotland
22. LIABILITY CLAUSE: The Association, its members, and office bearers shall not be personally liable for any debts or liabilities incurred on behalf of the Association, provided actions were taken in good faith and within the scope of their roles.
23. DATA PROTECTION COMPLIANCE: The Association shall comply with the Data Protection Act 2018 and UK GDPR, ensuring that personal information is collected, stored, and processed lawfully, transparently, and securely
24. MISCELLANEOUS PROVISION. Interpretation of these rules shall rest with the Chair, subject to committee review where needed.
Disputes or disciplinary matters will be addressed by a panel of three committee members appointed by the Chair. Appeals may be submitted to the full committee.
The Association shall comply with data protection laws and take reasonable steps to protect the privacy and information of its members.
