The Companies Act 2006
Company Limited by Guarantee and not having a Share Capital
Articles of Association
The Institute of Travel and Tourism
In these Articles:
“the Act” means the Companies Act 2006
“the Institute” means the above named Institute
“the Board of Directors” means those persons who are appointed as directors (as
defined in section 250 of the Act) of the Institute at the date of adoption of these
Articles and those persons who are appointed as directors from time to in accordance
with these Articles
“the Officers” means the President, the Chairman, the Chief Executive, the Treasurer
and the Company Secretary for the time being of the Institute
“the Chief Executive” means the Chief Executive for the time being of the Institute
“the Members” means the voting members and non-voting members of the Institute
“Month” means calendar month
“Non-Voting Members” means those members with the following grades of
membership: retired members, affiliate members, introductory members, life
members, honorary members, group members and student members
“Voting Members” means those members with the following grades of membership:
fellows, full members, university and college members and corporate members
Expressions referred to in writing shall include print, lithography, photography, email
and other modes of representing or reproducing words in a visible form.
Words importing the singular number shall include the plural number and vice-versa.
Words importing the masculine gender only shall include the feminine gender.
2) The Institute is established for the purposes expressed in its Mission
Statement which is shown on the Institute’s web-site. The Mission Statement
may be updated from time to time at the discretion of the Board of Directors.
3) The Institute may have a logo. The logo is to be selected by the Board of
Directors, which shall prescribe the manner in which, and by whom, the logo
may be used.
4) For the purposes of these Articles, reference to the Institute shall be deemed
to include its predecessors, the Institute of Travel Agents and the Institute of
Travel Agents as part of the Association of British Travel Agents Limited.
5) All persons wishing to become Members of the Institute shall submit an
application in such form as the Board of Directors may from time to time
prescribe. The Board of Directors shall have power from time to time to
prescribe such regulations (not inconsistent with these Articles) relating to
admission to membership as it may consider necessary, which shall be
published in such manner as it may think fit. The Board of Directors shall
consider all applications for membership (either directly or through delegated
powers to the Chief Executive Officer) and shall have an absolute discretion
as to the election or rejection of applicants for membership, but shall not be
required to declare its reasons for election or rejection in any particular case
and as to the grade of membership applicable.
6) The liability of each member is limited to £1.00, being the amount that each
member undertakes to contribute to the assets of the Institute 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 Institute’s debts and liabilities contracted before he
ceases to be a Member, and
(b) payment of the costs, charges and expenses of winding up.
GRADES of MEMBERSHIP
7) The Members of the Institute shall be divided into such grades and shall
follow such criteria as shall be determined by the Board of Directors from
time to time.
8) Members of each grade in the Institute shall be entitled to use such titles and
abbreviations in respect of such grade as the Board of Directors shall from
time to time prescribe.
SUBSCRIPTIONS AND FEES
9) The amount of members’ annual subscriptions shall be fixed from time to
time by the Board of Directors.
10) Annual subscriptions shall be payable in advance of admission to membership
and thereafter shall be due on the anniversary of their date of admission.
Subscriptions must be paid within one month of the due date, and by such
method as the Board of Directors may from time to time determine.
11) Entrance fees shall be fixed from time to time by the Board of Directors.
RESIGNATION AND REMOVAL FROM MEMBERSHIP
12) Any member may resign from the Institute by sending written notice of
resignation to the Chief Executive of the Institute, such resignation shall have
immediate effect upon receipt by the Chief Executive.
13) If any member shall not pay his subscription and/or joining fee within one
month of the same becoming due then he shall be deemed to have served a
notice of resignation in accordance with the provisions of Article 11 above,
such resignation shall have effect from the date the subscription or joining fee
14) The Board of Directors may, if they think fit, by notice in writing request any
member who shall have acted in a way which the Board of Directors consider
to be detrimental to the interests or well being of the Institute, to attend a
meeting of the Board of Directors at which the Member, whose conduct is in
question, shall be given a proper opportunity of stating his case. Following the
meeting (notwithstanding that the Member may have failed to attend the
meeting) the Board of Directors may, if it considers the conduct of the
Member sufficiently detrimental to the interests of the Institute, require the
Member by 21 days notice in writing to resign his membership. The Member
shall be treated as having resigned on the expiration of the notice whether or
not he tenders his resignation
15) On ceasing for any reason to be a Member, the former member shall forthwith
return to the Institute all and any certificates and membership cards issued to
him by the Institute and all and any property of the Institute then in his
possession or under his control and, notwithstanding his ceasing to be a
member, shall remain liable to the Institute for all subscriptions and other
sums due from him, including those for the current year. The former member
shall immediately cease the use of any designated letters or accreditation that
indicate membership of the Institute.
16) Membership is not transferable
17) A persons membership terminates when that person dies or ceases to exist.
18) The President shall be elected annually by the Board of Directors as being a
Member of distinction. The President shall hold office for one year and may
be re-elected for further periods of one year by the Board of Directors. The
President shall be entitled to receive notice of and to attend meetings of the
Board of Directors but shall not be entitled to vote thereat or be deemed to be
a member of the Board of Directors.
19) The Board of Directors shall from time to time appoint a suitable person to be
Chief Executive of the Institute to perform such duties as the Board of
Directors may require. Such person is not required to be a Member of the
Institute. He shall be appointed for such term, at such remuneration and on
such conditions as the Board of Directors may think fit The Board of
Directors in their sole discretion may remove the Chief Executive at any time.
20) The Institute may from time to time at the discretion of the Board of Directors
hold a general meeting in addition to any other meetings in that year and shall
specify the meeting as such in the notices calling it. The meeting may be held
at such time and place as the Board of Directors shall decide.
21) Any voting member desiring to raise special business at a general meeting
shall give notice thereof to the Chief Executive no later than forty-two days
prior to that general meeting.
22) A general meeting may also be convened by such requisitions as provided by
NOTICE OF MEETINGS
23) A general meeting and any meeting called for the passing of a resolution shall
be called by not less than 21 days’ written notice to Members who are entitled
to receive such notice in accordance with the Articles. The notice shall be
exclusive of the day on which it is served and of the day for which it is given
and shall specify the place, the day and the hour of the meeting and the
general nature of the business to be transacted.
24) The accidental omission to give notice of a meeting to, or the non-receipt of
notice of a meeting by any person entitled to receive notice shall not
invalidate proceedings at that meeting.
25) Notice of the meeting shall be given in whatever form the board of directors
may decide in any way in which the Companies Act 2006 provides.
PROCEEDINGS AT GENERAL MEETINGS
26) No business shall be transacted at any general meeting unless a quorum of
Voting Members is present at the time when the meeting proceeds to
business; save as herein otherwise provided ten Voting Members shall be a
27) If within half an hour from the time appointed for the meeting a quorum is not
present, the meeting:-
(i) If requisitioned by the Voting Members shall be dissolved
(ii) If requisitioned in any other way
shall stand adjourned to such other day and at such other time and place as the
Chairman shall decide, and if at such adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting, the voting
members present shall constitute a quorum.
28) The Chairman of the Board of Directors shall preside as Chairman at every
meeting of the Institute, or if there be no such Chairman or if he is not present
within thirty minutes after the time appointed for the holding of the meeting
or is unwilling to act, the members present of the Board of Directors shall
elect one of the Board members to be Chairman of the meeting. If there be
neither Chairman nor any Board Directors present within the said thirty
minutes, the voting members present shall choose one of their number to be
chairman of the meeting.
29) The Chairman, may with the consent of any meeting at which a quorum is
present (and shall, if so directed by the meeting), adjourn the meeting from
time to time and from place to place, but no business shall be transacted at
any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place. When a meeting is adjourned for
thirty days or more, notice of the adjourned meeting shall be given as in the
case of the original meeting. Save as aforesaid it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an
30) At any general meeting a resolution put to the vote of the meeting shall be
decided by the voting members present either in person or by proxy on a show
of hands, each such member having one vote, unless a poll vote is demanded
before or on the declaration of the result of the show of hands:
a) by the Chairman
b) by at least twenty voting members present
c) by any member or members present and representing not less than one
tenth of the total voting rights of all the Voting Members.
31) Unless a poll is so demanded, a declaration by the Chairman that a resolution
has been carried or carried unanimously or by a particular majority, or lost, or
not carried by a particular majority, shall be conclusive and an entry to that
effect in the minute book of the Institute shall be conclusive evidence thereof
without proof of the number or proportion of the votes recorded in favour or
against that resolution.
32) If a poll is duly demanded, it shall be taken at such other time and place and
in such manner as the Chairman directs, and the result of a poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.
No poll shall be taken on the election of a Chairman of the meeting or on any
question of adjournment of a meeting.
33) In the case of an equality of votes, whether on a show of hands or on a poll,
the Chairman of the Board of Directors shall be entitled to a further or casting
34) The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll has been
demanded and it may be withdrawn at any time before the poll is taken.
VOTES OF MEMBERS
35) Every Voting Member shall have one vote.
36) On a poll vote every Voting Member shall have one vote.
37) Votes may be given either personally or by proxy in accordance with the
a) The instrument appointing a proxy shall be in writing under the hand
of the appointer or of his attorney duly authorised in writing. A proxy
must be a Member of the Institute.
b) The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed, or a notarially certified copy
of that power of authority shall be deposited at the registered office of
the Institute or at such other place as is determined by the Board of
Directors and is specified for that purpose in the notice convening the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or in the case of a poll, not less than 48
hours before the time appointed for the taking of the poll and in default
the instrument of proxy shall be deemed invalid.
c) An instrument appointing a proxy shall be in the form determined from
time to time by the Board of Directors.
d) The instrument appointing a proxy shall be deemed to confer authority
to demand or join in demanding a poll.
e) A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the
principal or revocation of the proxy or the authority under which the
proxy was executed, provided that no intimation in writing of such
death, insanity or revocation as aforesaid shall have been received by
the Institute at its registered office or at such other place determined by
the Board of Directors before the commencement of the meeting at
which the proxy is used.
38) No Voting Member shall be entitled to vote at any general meeting unless all
monies due and payable to the Institute by that Voting Member at the date of
the general meeting have been paid.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
39) Any corporation which is a Member of the Institute may by resolution of its
Board of Directors or other governing body authorise such person who shall
be named as a corporate liaison in its application form for corporate
membership of the Institute to act as its representative at any meeting of the
Institute and the person so authorised shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation
could exercise if it were an individual member of the Institute, including
THE BOARD OF DIRECTORS
40) The Board of Directors shall comprise up to a maximum of sixteen Voting
Members. The minimum number of Board members shall be eight who shall
be Voting Members. There shall be at any time nine board positions
dedicated to each of the following disciplines.
(a) Travel Agent
(b) Tour Operator
(d) Air Transportation
(e) Sea Transportation
(f) Ground Transportation
(g) Domestic Tourism
(h) Tourist Board
(i) Travel and Tourism Training and Education
All further positions will be categorised as “General” discipline. There shall be
a maximum of seven directors elected under the “General” category.
41) The eligibility of candidates for election to the Board of Directors standing
in each discipline shall be determined at its sole discretion by the Board of
42) All Board members shall serve for up to two years from the date of the board
meeting which follows their election.
43) Board members shall retire from office after two years and may stand for reelection
for further two-year periods.
44) All nominations of persons for election as Board of Directors’ members shall
be lodged with the Chief Executive at a date that the Board of Directors from
year to year may decide. No person shall be nominated as a Board member
unless his nomination shall be signed by two other Voting Members and
accompanied by a written notice signed by the person nominated indicating
his willingness to be elected and declaring any interest he may hold in any
company which carries on business with the Institute.
45) The election of persons as Board of Directors’ members shall be by postal
ballot. In the event of the number of nominations exceeding the number of
vacancies, the Chief Executive shall send ballot papers which shall show the
names of the persons validly nominated and shall otherwise be in a form as
the Board of Directors may direct. Only Voting Members shall be entitled to
participate in the ballot and may only vote for persons nominated. Ballot
papers duly completed shall be returned to the Chief Executive for counting
not less than 21 days after the date of the notice dispatching the ballot papers.
To the extent that such ballot papers result in any vacancies for the position of
a member of the Board of Directors, the procedure to be adopted to fill such
vacancies shall be decided upon by the Board of Directors at its discretion. In
the event of an equality of votes for or against any nominated person, the
Chairman shall have a casting vote.
46) Not more than two employees who are employed by, or who act as
consultants for the same company or group of companies may be nominated
to serve on the Board of Directors.
POWERS & DUTIES OF THE BOARD OF DIRECTORS
47) Subject to the Articles, the affairs, business and property of the Institute shall
be managed by the Board of Directors for which purpose they may exercise
the powers of the Institute.
48) The Board of Directors:
(a) may exercise all the powers of The Institute to borrow money, and to
mortgage or charge its undertaking and property, or any party thereof and
secure the repayment of any money so borrowed by mortgage, property
and effects, both present and future.
(b) may appoint at its discretion, remove or suspend such officials, agents or
servants for permanent, temporary or special service as they from time to
time think fit, and may determine their powers and duties and shall pay
them such salaries, wages or remuneration as they may think fit.
49) The Board of Directors shall have power to appoint any Voting Member to fill
a casual vacancy or to hold the office of Treasurer. Any Board of Directors’
member so appointed shall retire at the conclusion of the next succeeding
election for the Board of Directors. The Board of Directors may act
notwithstanding any vacancy on their body.
50) All cheques, promissory notes, and bank transfers shall be signed, drawn,
endorsed, or otherwise executed as the case may be as the Board of Directors
shall from time to time decide.
51) The Board of Directors shall cause minutes to be made for the purpose of all
appointments of officers made by the Board of Directors, of the proceedings
of all general meetings of the Institute, of the Board of Directors and of all
Committees, and of all business transacted at such meetings. The minutes of
any such meeting if purporting to be signed by the Chairman thereof, or of the
next succeeding meeting , shall be sufficient evidence without any further
proof of the facts therein stated.
52) A member of the Board of Directors shall not vote in respect of any contract in
which he is interested or any matter arising there from, and if he does so vote
his vote shall not be counted.
PROCEEDINGS OF THE BOARD OF DIRECTORS
53) The Board of Directors may meet together for the dispatch of business,
adjourn, and otherwise regulate their meetings as they think fit. The Board of
Directors may determine the quorum necessary for the transaction of business
which, unless otherwise determined, shall be five. Questions arising at any
meeting shall be decided by a majority of votes, each Board of Directors’
member present having one vote, but in the case of an equality of votes the
Chairman of the meeting shall have a second or casting vote.
54) In the event that a Board of Directors member is unable to attend a Board
meeting the said Board of Director’s member may vote in relation to any
particular item or items of the proposed agenda of any Board Meeting by
providing the Chief Executive with their vote in writing, whether by letter,
email or fax, no less than 48 hours before the said Board meeting and the
Chief Executive shall acknowledge safe receipt of such vote prior to the said
55) Board of Directors’ members may attend Board meetings via a conference call
only if agreed by a majority of the Board members in physical attendance at
56) On the request of the Chairman, or on written request by any five other Board
of Directors’ members or at the discretion of the Chief Executive, the Chief
Executive shall summon a meeting of the Board of Directors.
57) (i) Notice of any Directors meeting shall indicate:-
(a) its proposed date and time; and
(b) where it is to take place;
(ii) Notice of a Directors meeting shall be given to each Director but need
not be in writing
58) The Board of Directors shall elect from among their number a Chairman of
their meetings. The Chairman shall be elected annually. If there be no elected
Chairman or if at any meeting the Chairman be not present within thirty
minutes after the time appointed for holding the same, the Board of Directors’
members present may choose one of their own number to be the Chairman of
59) The Chief Executive, if he is not also elected as a Board of Director’s member
shall be entitled to receive notice of and to attend meetings of the Board of
Directors, but he shall not be entitled to vote thereat or deemed to be a Board
of Directors’ member for the purpose of these Articles.
60) The Board of Directors may co-opt any person to advise the Board of
Directors as may be considered necessary, but such person shall not thereby be
deemed to be a Board of Directors’ member.
61) The Board of Directors may, from time to time, delegate any of their powers
to and appoint Committees or Working Parties that they feel appropriate. Such
Committee or Working Party so formed shall in the exercise of the powers
delegated conform to any regulations that may be imposed upon it by the
Board of Directors and shall report all acts and proceedings to the Board of
Directors as soon as it is reasonably possible. The Chairmen of all Committees
and Working Parties shall by elected annually by the Board of Directors.
62) The Chief Executive, if he is not also a member of any Committee or Working
Party shall be entitled to receive notice of and to attend all Committee and
Working Party meetings.
63) The Board of Directors may appoint other Committees and Working Parties to
cover such specific interests in relation to the needs of members of the
Institute, and for such other specific purposes, as it may think fit, and any such
Committee and Working Party shall conform to such regulations in regard to
the conduct, minuting, reporting and approval of its proceedings, as the Board
of Directors shall from time to time impose. Any Committee or Working
Party so appointed shall include at least one Board of Director’s member and
such Members of the Institute as the Board of Directors shall from time to
time appoint. The activities of any Committee or Working Party may be
terminated and any members thereof removed, as the Board of Directors may
by resolution decide.
64) A Committee or Working Party may co-opt any person to advise the
Committee as may be considered necessary, but he shall not thereby be
deemed to be a Committee or Working Party member.
65) If at any Committee or Working Party the Chairman is not present within
thirty minutes after the time appointed for holding the same, the members
present may choose one of their number to be Chairman of that meeting.
66) A Committee or Working Party may meet and adjourn as it thinks proper.
Questions arising at any Committee or Working Party meeting shall be
determined by a majority of the members present and in the case of an equality
of votes the Chairman of the Committee or Working Party shall have a second
or casting vote.
67) All acts done by any meeting of the Board of Directors or of a Committee or
Working Party by any person acting as a Board of Directors’ member shall,
notwithstanding that it be afterwards discovered that there was some defect in
the appointment of any such member or person acting as aforesaid, or that they
or any of them were disqualified, be as valid as if every such person had been
duly appointed and was qualified to be such a member.
68) A resolution in writing signed by all the Board of Directors’ members for the
time being entitled to receive notice of a meeting of the Board of Directors
shall be as valid and effectual as if it had been passed at a duly convened
meeting of the Board of Directors. Any such resolution may consist of
physical or electronic documents in like form each signed by one or more of
the Board of Directors’ members.
DISQUALIFICATION OF BOARD OF DIRECTORS
69) A Board of Directors’ member shall vacate office if he:
(a) becomes a Non-Voting member of the Institute
(b) resigns his office by written notice to the Chief Executive
(c) becomes of unsound mind
(d) is directly or indirectly interested in any contract with the Institute and
fails to declare the nature of his interest to the Board of Directors
(e) has been convicted of any offence involving dishonesty or deception
which is not a spent conviction for the purposes of the Rehabilitation
of Offenders Act 1974
(f) Is subject to a disqualification order under the Company Directors
Disqualification Act 1986
(g) Is removed from office by a resolution duly passed pursuant to the Act.
(h) A bankruptcy order is made against that person
(i) A composition is made with that person’s creditors generally in
satisfaction of that person’s debts
70) There shall be no retiring age for Board of Directors’ members
71) In the event that a Board of Directors member fails to attend 50% or more of
all requisitioned Board meetings in any period of 12 months the remaining
Board of Directors members may, at their sole discretion, elect to remove the
said Director on 14 days written notice.
72) The Directors, Chief Executive and President shall be entitled to payment of
expenses properly incurred by them in connection with their attendance at
meetings. All claims should be submitted in a manner and as prescribed from
time to time by the Board of Directors.
73) The Board of Directors shall cause proper books of account to be kept in
accordance with the provision of the Act and shall show:
(a) all sums of money received and expended by the Institute and the
matters in respect of which the receipt and expenditure take place.
(b) All sales and purchases by the Institute
(c) The assets and liabilities of the Institute
74) Proper books shall not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the state of the
Institute’s affairs and to explain its transactions.
75) The Board of Directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations
and in what form the accounts of the Institute shall be open to inspection of
Members other than Board of Directors’ members and no members other than
Board of Directors’ Members shall have the right of inspecting any account or
book or document of the Institute except as authorised by the Board of
76) The Board of Directors shall appoint auditors.
77) A Treasurer may be appointed by the Board of Directors from amongst its
own number or co-opted in accordance with Article 49 and that person shall
have the same voting rights as every other Board of Directors’ Member.
78) A notice may be given by the Institute to any member either personally or by
electronic mail or by sending it by post.
79) Notice of a general meeting shall be given in any manner authorised by these
Articles to every member who is by these Articles entitled to receive the same
and to the Auditors for the time being of the Institute. No other person shall be
entitled to receive notices of general meetings.
80) Subject to the provisions of the Act every member of the Board of Directors
or other Officer of the Institute shall be indemnified out of the assets of the
Institute against any liability incurred by him in that capacity in defending any
proceedings whether civil or criminal in relation to the affairs of the Institute.
81) If upon the winding up or dissolution of the Institute there remains, after the
satisfaction of all its debts and liabilities, any property whatsoever, the same
shall not be paid to or distributed among the members of the Institute, but shall
be given or transferred to some charitable institution or institutions decided
upon by the Board of Directors.