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Bonsucro Code of Conduct   >   Articles of Association  

The Bonsucro Code of Conduct

At its December 2011 meeting, following an extensive period of consultation and legal review, the Board of Bonsucro adopted a new Code of Conduct for Bonsucro members. 

Bonsucro members are now being invited to sign the Code of Conduct. This process is expected to be completed in early 2012 and is a requirement for new members.

We welcome your comments.

Preamble

BONSUCRO is an open, voluntary, not-for-profit multi-stakeholder organisation aiming to improve the social, environmental, and economic sustainability of sugar cane production.

The Code sets out the commitments of members, which are imperative to being a member of BONSUCRO. By doing so, the Code aims to uphold the integrity, credibility and continued progress of BONSUCRO and its member organisations.

All Members undertake to act in good faith and in a transparent manner towards this objective and commit to supporting this Code of Conduct.

This Code applies to all Full and Associate Members of Bonsucro with respect to their activities in the sugarcane sector and its derivatives.
1
Promotion and Commitment
  1.1 Member organisations shall acknowledge and agree to implement BONSUCRO’s objectives and Standards through informed and explicit endorsement.
  1.2
Members shall exercise best endeavours to achieve the above throughout their own organisation and to their customers, suppliers, sub-contractors and wider value chains as appropriate. Members who are not actively involved in the production and trade of sugar cane and its by-products shall promote and communicate their commitments in ways that support the efforts of producers to increase the volume, quality and sustainability of sugar cane produced and certified to BONSUCRO Standards.
  1.3
Membership of BONSUCRO shall require active participation of at least one nominated representative of the Member organisation.


 

 

 

 

 

2
Transparency
  2.1
Members shall not make any misleading or unsubstantiated claims, statements and reports about the production, procurement or use of Bonsucro certified sugar cane products
  2.2
Save for appropriate protection of trade sensitive and/or confidential information and subject to any applicable Competition Rules, Members shall commit to open and transparent engagement with interested parties.
  2.3
Members shall report annually to the Board of Directors on their efforts to support Bonsucro and improve the social, environmental, and economic sustainability of sugar cane production.

 

3
Implementation and Support
  3.1
All Members shall commit themselves to the principle of continuous improvement of the sugar cane value chain and:
  3.2
In this regard, Members shall use their best efforts to support the implementation of the BONSUCRO Standards, and the effective functioning of the certification system and support increased purchasing of BONSUCRO certified sugar cane and its derivatives.
  3.3
Members who are not involved in producing and purchasing sugar cane products will actively seek to promote BONSUCRO certified sugar cane products and will give support to those members engaged in implementing the BONSUCRO Standards or buying BONSUCRO certified products.
  3.4
Members will share with other members experience in the design and implementation of activities to support sustainable sugar cane production (subject to any restrictions in relation to commercially confidential information and always in accordance with the Bonsucro Competition Compliance Policy – Annex 1).
  3.5
Members shall at all times adhere strictly to the Bonsucro Competition Compliance Policy (as changed from time to time, the current version of which is at Annex I). Bonsucro will notify Members in writing, of any proposed change to the Competition Compliance Policy and Members must, as a condition of their continuing membership of Bonsucro, provide their written consent to any such change. In the event that a Member has reasonable grounds to suspect or becomes aware that another Member is engaged in anti-competitive behaviour within Bonsucro or with another Member, they shall immediately notify this to the Bonsucro Board of Directors. Members should report any anti-competitive behaviour or suspicions of anti-competitive behaviour by another Member outside the operation of Bonsucro to an appropriate competition authority.

 

4
Breaches of the Code
  4.1
Members are encouraged to resolve any disputes relating to the application of this Code of Conduct directly with each other. Should this prove infeasible, a written complaint should be submitted to the Secretariat in order to commence the Complaints Resolution Process.
  4.2
Members hereby agree that the decision of the Board of Directors following their assessment of any allegation through the Complaints Resolution Process shall be binding on all Members. In the event that a Member is determined by the Board of Directors to have been in breach of this Code they may be excluded from the organisation for a period of time to be set by the Board or may be required to comply with some other decision of the Board, according to the severity of the breach.

 

Annex I

Competition Compliance Policy
1
Introduction
  1.1
Bonsucro is concerned that its members (Members) comply with the competition rules of the European Union (EU) and local, federal or national competition or anti-trust laws of other countries in which they operate (Competition Rules).
  1.2
The object of the Treaty on the Functioning of the European Union is to create a single market with free movement of goods and services throughout the member states of the EU. To achieve this, the Treaty contains rules to prevent competition in that single market from being restricted by the actions of businesses. "Competition compliance" means compliance with those rules which are designed to ensure that competition is not restricted.
  1.3
The Competition Rules are extremely broad in their effect. They apply not only to companies located within the EU but also to companies outside the EU whose conduct is regarded as having an effect on the EU market.
  1.4
Although there are several potential consequences of a breach of the Competition Rules, compliance by Bonsucro and its Members is particularly important because Bonsucro may be implicated in a breach of the Competition Rules by its Members and may be subject to penalties as a result. It is also likely to cause damage to Bonsucro's reputation.
  1.5
This policy sets out procedures and guidelines which must be followed by Members when dealing with matters to which competition laws may apply. It is intended to give examples of activities which commonly give rise to competition law compliance issues. Whether a particular practice infringes the Competition Rules will often depend on the market share of the party or parties involved and conditions in the market. This policy also provides an overview of the main rules of EU competition law.
  1.6
Members should be aware that other national competition rules apply in some countries both inside and outside the EU. Members must ensure that they are aware of, and comply with all applicable Competition Rules. A breach or suspected breach of such rules or this policy by a Member may lead to their expulsion from Bonsucro.
  1.7 This policy is not an exhaustive statement of the law and is not a substitute for taking legal advice.

 

2
Associations
  2.1
The Competition Rules prohibit anti-competitive behaviour by undertakings and associations of undertakings. Any body formed to represent the interest of its Members in commercial matters, such as Bonsucro, is an association of undertakings. As Bonsucro provides a forum for Members to meet and discuss issues concerning the industry in which they operate, Members should be aware of the competition law risks this creates. The fact that Members may act through or under the name of Bonsucro does not affect the way in which the Competition Rules apply.
  2.2
Bonsucro reserves the right to expel a Member if it reasonably suspects that Member has been involved in any of the following practices at a meeting of any or all of Bonsucro's Members:
   
2.2.1
Discussing product prices and charges (including discounts and allowances), terms of sale, product or marketing plans and/or business relations with competitors.
2.2.2
Exchanging information with competitors which reduces or removes uncertainties in competition, e.g. price information.
2.2.3
Agreeing with competitors to fix the price at which the Member and competitor will acquire goods and/or services or agreeing to acquire goods and/or services only from specific suppliers.
2.2.4
Agreeing with competitors to provide goods and/or services on the same terms and conditions, leaving customers with little or no choice between suppliers.

 

3
Other Anti-Competitive Conduct
 
Bonsucro may also expel a Member if it is found by a court or relevant authority with jurisdiction over competition matterS to have engaged in anti-competitive behaviour outside the operation of Bonsucro. The following is a non-exhaustive list of examples of anti-competitive practices that are likely to be illegal (because competition issues frequently arise in situations of this type). Even if they do not take place at a meeting of any or all of Bonsucro's members, Bonsucro's reputation may be damaged. There are other activities which may also be illegal depending on the size and business of the Member and its role in the market.
  3.1
Abuse of a dominant position
   
3.1.1
Refusing without any objective justification to deal with a particular customer.
3.1.2
Informing a customer that a Member will only supply product A if he also purchases product B from that Member.
  3.2 Pricing
   
3.2.1
Contacting a competitor to ask whether, if the Member were to raise its prices, the competitor would do the same.
3.2.2
Discussing with a competitor the prices of key raw materials that the Member and competitor both purchase.
  3.3 Supply
   
3.3.1
Discussing a supply arrangement with a competitor in order to get a feel for selling prices in the market.
3.3.2
Agreeing resale prices with a supplier or distributor.
  3.4 Import and export
   
3.4.1
Specifying one price to a distributor if he is selling the product in his own country and a higher price if he plans to export it to another EU country.
3.4.2
Requiring a distributor neither to resell the product for export to another EU country nor sell it himself to a customer in another EU country.
  3.5 Technological co-operation
   
3.5.1
Agreeing with a competitor the exact time to introduce new technology which the Member and competitor are both developing independently.
  3.6 Information exchange
   
3.6.1
Exchanging information on historical sales, prices, discounts, terms of business etc. directly with a competitor. The anti-competitive effect of sharing such information will depend on the nature and currency of the information, the number of organisations operating in the market and organisations to which the information is disclosed.
  3.7 Dealing with competitors generally
   
Whenever a Member is dealing with a competitor, Members should be aware that competition risks are more likely to arise. Members should not have any discussion with a competitor concerning prices, price changes, discounts, pricing meth¬ods, costs, warranties, transportation charges, terms of sale, marketing initiatives or prod¬uct plans without first seeking legal advice from their own advisers. The following conduct is likely to be illegal:
   
3.7.1
Dividing up different projects between a Member and a competitor, for example by agreeing to bid for different contracts.
3.7.2 Having discussions or making plans with a competitor to keep a new arrival out of the market.
3.7.3 Warning a competitor or new market entrant to stay off a Member's patch.
3.7.4 Discussing with a competitor possible investments that the competitor is considering making in a particular country.
3.7.5 Agreeing to boycott particular customers or suppliers.
3.7.6
Making an agreement or acting with a competitor in such a way as to allocate sales, territory, customers or products between a Member and competitor.

 

4
Summary Of The Main EU Rules
 
ANTI-COMPETITIVE ARRANGEMENTS
  4.1
Any agreement or practice between two or more businesses which affects trade between EU Member states which has the object or effect of preventing, restricting or distorting competition within the EU to an appreciable extent is prohibited. The effect on trade and competition can be actual or potential.
  4.2
If, for example, a Member arranges with a competitor to fix prices, or to allocate customers or markets, the arrangement will be prohibited. However, more routine commercial agreements, such as joint ventures and distribution agreements, can also be caught.
    ABUSE OF A DOMINANT POSITION
  4.3
It is illegal for companies with strong market power (i.e. a "domi¬nant position") to exploit their position in a way which may affect trade between Member states of the EU, for example, by imposing excessively high or predatorily low prices or discriminating between customers without justification.
  4.4
Generally speaking, a company will be in a dominant position if it can take business decisions without regard to its competitors. Assessing whether a company is in a domi¬nant position depends on a variety of factors of which market share is only one. However, as a general guide, there is a high risk that companies with a market share of 50% or more would be regarded as dominant. If a company's market share is below 40%, it is unlikely to be dominant.
    TERRITORIAL APPLICATION
  4.5
The EU Competition Rules apply in all 27 EU Member states: Austria, Belgium, Bulgaria, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Spain, the Slovak Republic, Slovenia, Sweden and the UK. Equivalent rules apply in Norway, Iceland and Liechtenstein, because the substance of the EU Competition Rules have been extended to cover all states within the European Economic Area (EEA), which currently comprises the 27 EU Member states and those three additional countries.
  4.6
The rules can even apply to practices or transactions between companies located outside the EU if their effect is to distort competition within the EU market.
    CONSEQUENCES OF BREACH
  4.7
Failure to comply with the Competition Rules can lead to extremely high financial costs. The European Commission can impose fines of up to 10% of an organisation's worldwide turnover if it is found to have breached the Competition Rules.
  4.8 Investigations into a company and findings of infringements attract adverse publicity.
  4.9
Investigations and possible legal proceedings resulting from infringements can take years to resolve, leading to high costs and taking up management time that could and should be devoted to more profitable projects.
  4.10 An agreement which infringes competition laws may be wholly or partially invalid, which means that it cannot be enforced.
  4.11 Third parties who suffer loss as a result of anti-competitive behaviour can recover damages from the company involved.
  4.12 In some countries there may also be the risk of fines or imprisonment for individuals.

 

 

Articles of Association

Adopted at the November 2011 Annual General Meeting

The Companies Act 2006

Articles of Association
of Better Sugarcane Initiative Limited
Part 1: Interpretation and limitation of liability
Part 2: Objects and dissolution
Part 3: Directors
Part 4: Members
Part 5: Administrative arrangements


Part 1: Interpretation and limitation of liability

1. Defined terms
(1)
In the articles, unless the context requires otherwise—
‘articles’ means the company's articles of association;
‘bankruptcy’ includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
‘chairman’ has the meaning given in article 14;
‘chairman of the meeting’ has the meaning given in article 28;
‘Companies Acts’ means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;
‘director’ means a director of the company, and includes any person occupying the position of director, by whatever name called;
‘document’ includes, unless otherwise specified, any document sent or supplied in electronic form;
‘Electing Class’ has the meaning given in article 19(3);
‘electronic form’ has the meaning given in section 1168 of the Companies Act 2006;
‘member’ has the meaning given in section 112 of the Companies Act 2006;
‘ordinary resolution’ has the meaning given in section 282 of the Companies Act 2006;
‘participate’, in relation to a directors' meeting, has the meaning given in article 12;
‘proxy notice’ has the meaning given in article 34;
‘special resolution’ has the meaning given in section 283 of the Companies Act 2006;
‘subsidiary’ has the meaning given in section 1159 of the Companies Act 2006; and
‘writing’ means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
(2)
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.
(3) 
Headings in these articles are used for convenience only and shall not affect the construction or interpretation of these Articles.
(4)
A reference in these articles to an "article" is a reference to the relevant article of these articles, and a reference to a "paragraph" is a reference to a paragraph of that article, unless expressly provided otherwise.
(5)
Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(6)  
Save as expressly provided otherwise in these articles, any reference to any statutory provision shall be deemed to include a reference to each and every statutory amendment, modification, re-enactment and extension thereof for the time being in force.
(7) 
The model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) shall not apply to the company and are excluded in their entirety.

2. Liability of members

The liability of each member is limited to £100, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for—

  (a) payment of the company's debts and liabilities contracted before he ceases to be a member,
  (b) payment of the costs, charges and expenses of winding up, and
  (c)  adjustment of the rights of the contributories among themselves.


Part 2: Objects and dissolution

3. Objects
  (a)
To define globally applicable performance-based principles, criteria, indicators and standards for sugarcane production that take into account local conditions and circumstances, and that are based on a credible and transparent process that is focused on the key sustainability drivers in sugarcane production;
  (b)
To promote measurable improvements in the key economic, environmental and social impacts of sugarcane production and primary processing;
  (c)
To develop a certification system that enables producers, buyers and others involved in sugar and ethanol businesses to obtain products derived from sugarcane that have been produced according to agreed, credible, transparent and measurable criteria;
  (d)
To support the transition of the BSI to an internationally accepted global platform for sugarcane and its derived products, which is financially self sustaining and which provides a forum for continuing improvement in production efficiency and sustainability;
  (e)
To promote measurable improvements in the key economic, environmental and social impacts of sugarcane production and primary processing;
  (f)
To do all such other things as are incidental to the attainment of said objects;
  (g)
To do all or any of the above things in any part of the world, and either as principals, agents, trustees or otherwise, and either alone or in conjunction with others, and either by or through agents, trustees or otherwise

PROVIDED ALWAYS that:
in case the company shall take or hold any property which may be subject to any trust, the company shall only deal with or invest in the same in such manner as allowed by law, having regard to such trusts; and
the company 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 the company would make it a trade union.

4. Dissolution

The income and property of the company shall be applied solely towards the promotion of the objects of the company as set forth in article 3 and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the company PROVIDED that nothing herein contained shall prevent the payment in good faith of remuneration to any director, officer or employee of the company or to any member of the company, in return for any services actually rendered by that person to the company.


Part 3: Directors

Directors' powers and responsibilities

5. Directors' general authority

Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

6 Members' reserve power
(1)   The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
(2)   No such special resolution invalidates anything which the directors have done before the passing of the resolution.

   

7. Directors may delegate
(1)  Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—
  (a)  to such person or committee;
  (b) by such means (including by power of attorney);
  (c)  to such an extent;
  (d) in relation to such matters or territories; and
  (e) on such terms and conditions;
  as they think fit.
(2) 
If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
(3)  
The directors may revoke any delegation in whole or part, or alter its terms and conditions.

 

8. Committees
(1)  
Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
(2)  
The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

 

Decision-making by directors

9. Directors to take decisions collectively
(1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 10.
(2)   If—
  (a) the company only has one director, and
  (b)   
no provision of the articles requires it to have more than one director,
the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.

 

10. Unanimous decisions
(1)  
A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
(2)  
Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
(3)  
References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.
(4)    
A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

 

11. Calling a directors' meeting
(1)   
Any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the Chief Executive Officer to give such notice.
(2)
Notice of any directors' meeting must indicate—
 
(a) 
its proposed date and time;
 
(b) 
where it is to take place; and
 
(c)    
if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
(3)  
Notice of a directors' meeting must be given to each director, but need not be in writing.
(4) 
Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

 

12. Participation in directors' meetings
(1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when—
  (a) the meeting has been called and takes place in accordance with the articles, and
  (b)  they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
(3)  If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.


13. Quorum for directors' meetings
(1)  
At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(2) 
The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
(3)
If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision—
 
(a)  
to appoint further directors in accordance with article 19(10), or
 
(b) 
to call one or more general meetings of one or more classes of membership (as appropriate) so as to enable the various classes of membership to appoint further directors in accordance with the provisions of article 17.


14. Chairing of directors' meetings
(1)  
The directors may appoint a director to chair their meetings.
(2)    
The person so appointed for the time being is known as the chairman.
(3)
The directors may terminate the chairman's appointment at any time.
(4)
If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

 

15. Casting vote
(1)  If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote. But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
(2) 

 

16. Conflicts of interest
(1) 
If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
(2) 
But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
(3)  
This paragraph applies when—
 
(a)    
the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
 
(b)     
the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
 
(c) 
the director's conflict of interest arises from a permitted cause.
(4)
For the purposes of this article, the following are permitted causes—
 
(a)
a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;
 
(b)    
subscription, or an agreement to subscribe, for securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and
 
(c)
arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
(5)   
For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.
(6)   
Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
(7)
If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.


17. Records of decisions to be kept

The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

18. Directors' discretion to make further rules

Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

Appointment of directors

19. Methods of appointing directors
(1)   The number of directors shall be not less than 2 and not more than 18.
(2)  The following classes of membership shall be entitled, as a class, to elect up to the following number of persons for appointment as directors in accordance with this article 19:

(a)      civil society members

2

(b)      end user members

2

(c)      intermediary members

2

(d)      industrial members

4

(e)      farmer members

2

(3)
For the purposes of these articles, any reference to a director's ‘Electing Class’ is a reference to the class of members that electing him or her for appointment to office in accordance with the provisions of this article 19.
(4)   
Any director may at any time be removed from office by an ordinary resolution passed by his or her Electing Class.
(5) 
If any director shall die or be removed from office in accordance with article 20(3) or vacate office for any reason, the directors shall organise an election in accordance with the provisions of this article 19 as soon as possible, to enable that director's Electing Class to elect another person to be appointed as a director in his or her place.
(6) 
 The procedure for the election of any individual by any class of members for appointment as a director in accordance with article 19(2) shall be determined by the directors from time to time.
(7)  
The directors may arrange elections to take place at any times, and in any manner that they think fit, including at an annual general meeting, or at a general meeting of a particular class of members, or by ballot.
(8)
Following completion of an election by a class of members, the directors shall notify that class of members of the outcome of the election and shall confirm the date from which the appointments of the new directors shall take effect.
(9) 
 The rights of each class of membership to:
(a)
participate in the election process to determine which individuals shall be appointed as directors; and
(b)
remove directors under this article 19, shall constitute class rights attaching to each respective class of membership.
(10)  
The directors may at any time co-opt up to a maximum of six individuals as additional directors, but a co-opted director holds office only until the next Annual General Meeting.
(11)
No director shall be appointed or removed otherwise than pursuant to these articles, save as provided by law.

 

20. Termination of director's appointment
(1) 
At every annual general meeting of the company, one-third of the directors for the time being (or, if their number is not three or a multiple of three, then not less than one-third) shall retire from office.  The directors to retire at each annual general meeting shall be the directors who have been longest in office since their last appointment.  As between directors of equal length of service, the directors shall agree amongst themselves who shall retire, but in the absence of agreement, the directors to retire shall be selected by lot.
(2)
A director who retires at an annual general meeting (whether by rotation or otherwise) may, if willing to act, be re-elected for appointment as a director by the appropriate Electing Class.  If he or she is not re-elected, he or she shall retain office until the appropriate Electing Class appoints someone in his or her place or, if it does not do so, until completion of the relevant election process.
(3)    
A person ceases to be a director as soon as—
(a) 
that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
(b)  
a bankruptcy order is made against that person;
(c)
a composition is made with that person's creditors generally in satisfaction of that person's debts;
(d)    
a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) 
by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f) 
notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms;
(g) 
that person is removed from office in accordance with article 19(4); or
(h)   
a resolution is passed by the directors to terminate that person's appointment following a confirmed substantive breach of the board rules.

  

21. Directors' remuneration
(1)   Directors may undertake any services for the company that the directors decide.
(2)  Directors shall receive no remuneration for the performance of their duties as directors.

 

22. Directors' expenses

The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at—

  (a)  meetings of directors or committees of directors,
  (b) general meetings, or
  (c)   separate meetings of the holders of debentures of the company,
or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.


Part 4: Members

Becoming and ceasing to be a member
23. Applications for membership
(1)
There shall be the following classes of membership—
 
(a)  
civil society members;
 
(b) 
end user members;
 
(c)  
intermediary members;
 
(d)   
industrial members; and
 
(e)  
farmer members.
(2)  
No variation of the rights attaching to any class of membership shall be effective except with the sanction of a special resolution of the relevant class of membership.
(3)
Any resolution to amend article 19 or article 23 (or both) shall be deemed to constitute a variation of the rights attached to each class of membership.
(4)
Where a special resolution to vary the rights attaching to a class of membership is proposed at a separate general meeting of that class of membership, all the provisions of these articles as to general meetings of the company shall mutatis mutandis apply, but so that the necessary quorum shall be two members of the relevant class present (in person or by proxy or (being a corporation) by a duly authorised representative), who together represent at least one-third of the voting rights of that class.
(5)   
No person shall become a member of the company unless—
 
(a)
that person has completed an application for admission to one of the classes of membership listed in paragraph (1), in a form approved by the directors, and
 
(b)  
the directors have approved the application, following the application process which the board shall from time to time approve


24. Termination of membership
(1)  A member may withdraw from membership of the company by giving 7 days' notice to the company in writing.
(2)   Membership is not transferable.
(3) A person's membership terminates when that person dies or ceases to exist.
(4)  Membership may be withdrawn by the directors following the operation of the complaints procedure which the directors shall from time to time approve.
(5)  The directors may, at their sole discretion, decide to terminate a person's membership with immediate effect if, in their reasonable opinion, that member:
  (a)   has engaged in behaviour that brings or is likely to bring the company's name into disrepute; or
  (b)  has failed to comply with the company's policies and procedures.

 

Organisation of general meetings

25. Annual General Meeting
(1)   The company must hold an annual general meeting in every year.
(2) The members must annually at the annual general meeting:
  (a) receive the accounts of the company for the previous financial year;
  (b)  receive a written report on the company’s activities;
  (c) be informed of the retirement of those directors who wish to retire or who are retiring by rotation; and
  (d)  

appoint reporting accountants or auditors for the company.



26. Attendance and speaking at general meetings
(1) 
A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
(2)  
A person is able to exercise the right to vote at a general meeting when—
 
(a)
that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
 
(b)
that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
(3) 
The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
(4) 
In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
(5)   
Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

 

27. Quorum for general meetings
(1) The quorum at any general meeting of the company, or adjourned general meeting, shall be seven persons, comprising at least one person from each class of membership, present in person or by proxy or (being a corporation) by a duly authorised representative.
(2) No business shall be transacted by any general meeting unless a quorum is present at the commencement of the meeting and also when that business is voted on.

 

28. Chairing general meetings
(1)   
If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
(2)
If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start—
 
(a)
the directors present, or
 
(b)
(if no directors are present), the meeting, must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
(3)  
The person chairing a meeting in accordance with this article is referred to as ‘the chairman of the meeting’.


29. Attendance and speaking by directors and non-members
(1)  
Directors may attend and speak at general meetings, whether or not they are members.
(2)
The chairman of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting.


30. Adjournment
(1)  
If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
(2)
The chairman of the meeting may adjourn a general meeting at which a quorum is present if—
 
(a)
the meeting consents to an adjournment, or
 
(b)
it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
(3) 
The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
(4)   
When adjourning a general meeting, the chairman of the meeting must—
 
(a)
either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
 
(b)
have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
(5)
If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given)—
 
(a)
to the same persons to whom notice of the company's general meetings is required to be given, and
 
(b)
containing the same information which such notice is required to contain.
(6)
No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

   
    

Voting at general meetings

31. Voting: general
(1)   
A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles, except in the case of any resolution proposed to remove any of the directors appointed following election by a particular class of membership in accordance with article 17 above, whether under section 168 of the Companies Act 2006 or otherwise, for which the appropriate Electing Class shall be entitled to cast such number of votes as is necessary to defeat the resolution.
(2) 
Any resolution proposed as a written resolution in relation to the removal of any of the directors appointed following election by a particular class of membership in accordance with article 17 above, whether under section 168 of the Companies Act 2006 or otherwise, shall be proposed in a form that provides members with the ability to cast their votes against as well as in favour of such resolution.


32. Errors and disputes
(1)    
No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
(2) 
Any such objection must be referred to the chairman of the meeting whose decision is final.


33. Poll votes
(1)
A poll on a resolution may be demanded—
 
(a) 
in advance of the general meeting where it is to be put to the vote, or
 
(b) 
at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
(2) 
A poll may be demanded by—
 
(a)
the chairman of the meeting;
 
(b) 
the directors;
 
(c)
two or more persons having the right to vote on the resolution; or
 
(d)
a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
(3) 
A demand for a poll may be withdrawn if—
 
(a)
the poll has not yet been taken, and
 
(b)
the chairman of the meeting consents to the withdrawal.
(4)   
Polls must be taken immediately and in such manner as the chairman of the meeting directs.

     

34. Content of proxy notices
(1)
Proxies may only validly be appointed by a notice in writing (a ‘proxy notice’) which—
 
(a) 
states the name and address of the member appointing the proxy  ;
 
(b)
identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed;
 
(c)
is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
 
(d)
is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
(2)
The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(3)    
Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(4)  
Unless a proxy notice indicates otherwise, it must be treated as—
 
(a)
allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
 
(b)
appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.


     

35. Delivery of proxy notices
(1)
A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
(2)
An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(3)
A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(4)
If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

    

36. Amendments to resolutions
(1)  An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if—
  (a) 
notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
  (b)
the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
(2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if—
  (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
  (b)
the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
(3) 
If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.


Part 5: Administrative arrangements

37. Means of communication to be used
(1)     Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
(2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
(3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

 

38. Right to inspect accounts and other records

Members have the right to inspect the accounts of the company under conditions to be specified by the directors.

39. Provision for employees on cessation of business

The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

Directors' indemnity and insurance

40. Indemnity
(1) 
Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against—
  (a)
any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
  (b)
any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),
  (c) any other liability incurred by that director as an officer of the company or an associated company.
(2)
This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
(3)   In this article—
  (a)  companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
  (b) a ‘relevant director’ means any director or former director of the company or an associated company.

41. Insurance
(1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
(2)   In this article—
  (a)  a ‘relevant director’ means any director or former director of the company or an associated company,
  (b) 
a ‘relevant loss’ means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
  (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

 

[ends]

  Bonsucro is an Associate Member of the ISEAL Alliance