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Constitution May 2015

  1. BACKGROUND AND TITLE
  2. OBJECTIVES
  3. CONFIDENTIALITY
  4. MEMBERSHIP
    • Eligibility for Membership
    • Classes of Membership
    • Application for Membership
    • Continued Membership
    • Member’s Representatives
    • Membership List
  5. POWERS OF THE UKFSC
  6. OFFICE
  7. OFFICERS
  8. COMMITTEES AND STANDING COMMITTEES

    • Executive Board
    • Operational Safety Committee
    • Committees and Working Groups
  9. STATEMENTS TO THE MEDIA
  10. INABILITY TO PERFORM DUTIES
  11. APPOINTMENT OF ADVISERS
  12. PROFESSIONAL CONDUCT AND EXPULSION OF MEMBERS
  13. CONDUCT OF UKFSC SIE MEETINGS
  14. ANNUAL GENERAL MEETING
  15. EXTRAORDINARY GENERAL MEETINGS
  16. FINANCE
    • UKFSC Income
    • Books of Account
    • Bank Accounts
    • Cheque Authority
    • UKFSC Credit Card
  17. ANNUAL ACCOUNTS
  18. AUDIT
  19. PROPERTY AND INVESTMENTS
  20. SUBSCRIPTIONS
  21. STATUS OF UKFSC
  22. DISOLUTION OF UKFSC
  23. DEFINITIONS
    • Full Member
    • Group Member
    • Subscription
    • Members
    • Representative
    • Adviser

1. BACKGROUND AND TITLE

The United Kingdom Flight Safety Committee (“UKFSC”) was formed in 1959 by the then Minister of Transport and Civil Aviation as the ‘Transport Flight Safety Committee’. This title was maintained until 1961 when the Committee became financially independent of Government and became known as the United Kingdom Flight Safety Committee. The UKFSC is not incorporated.

2. OBJECTIVES

The objectives of the UKFSC are to:

  • Pursue the highest standards of aviation safety.
  • Constitute a body of experienced aviation safety personnel available for consultation.
  • Facilitate the free exchange of aviation safety data.
  • Maintain an appropriate liaison with other bodies concerned with aviation safety.
  • Provide assistance to operators establishing and maintaining a flight safety organisation.

 
3. CONFIDENTIALITY

a. The effectiveness of the UKFSC depends upon trust to enable matters relating to aviation safety to be discussed openly and freely. Therefore, the confidentiality and de-identification of information exchanged must be observed by all Members and Advisers. For this reason the “Confidential Warning”, which is based on the Chatham House Rule[1], is read out at each Safety Information Exchange (SIE) Meeting and is to be included on the meeting register which Members sign as accepting the Rule of Confidentiality. The full text of the Confidential Warning is as follows:

“Details of accidents, serious incidents and incidents which may be discussed at this meeting are to be regarded as confidential. You are entitled to make use of the information within your own organisation but it must be used with discretion. Members are not to be quoted by name or organisation without their prior authority.”

b. The Minutes record matters discussed in the SIE Meeting fall under the Rule of Confidentiality. Circulation of Minutes to non-UKFSC Members is forbidden, either in whole or part. However, wider distribution of the de-identified Executive Summary of the Minutes is allowed.

[1] Chatham House Rule states ‘when a meeting, or part thereof, is held under the Chatham House Rule, participants are free to use the information received, but neither the identity nor the affiliation of the speaker(s), nor that of any other participant, may be revealed.’

4. MEMBERSHIP
 
a. Eligibility for Membership. Membership of the UKFSC is available to all bodies involved in or concerned with aviation safety.

b. Classes of Membership. There are two classes of Membership:

  • (1) Full Membership. Full Membership confers full voting rights and the eligibility of the Full Member’s representative to hold office.
  • (2) Group Membership. Group Membership is available to all Full Members who wish for two or more appropriately related organisations to be represented on the UKFSC.

 

c. Application for Membership. All new applications for membership must be submitted to the UKFSC by the Chief Executive as soon as it is practicable to do so. Additional information will be required from the applicant to support their request. If the proposed new Member is acceptable to the Committee, confirmation of membership will require election in plenary session of the UKFSC.

d. Continued Membership. Subject to the payment of the annual subscription fee, continued membership of the UKFSC will be automatic. Any Member wishing to resign must give at least six months notice of withdrawal in writing, in which case no refund of the annual subscription fee will be made. Persistent non-attendance by a Member’s representative without a suitable explanation will be reviewed by the Executive Board.

e. Members’ Representatives. Member organisations are required to nominate a principal and, if necessary, an alternate representative in writing or email. Changes to the Member’s principal representative must be notified to the UKFSC Office. The principal representative will be the normal recipient of all UKFSC communications for each Member organisation. Communications between the UKFSC Membership or the Executive Board and an individual Member will normally be via e-mail. Despatch from the UKFSC office e-mail address to the Member’s last notified e-mail address will constitute good notice of the matters contained therein.

f. Membership List. The Chief Executive will provide a complete Membership list of contact details and membership categories on the UKFSC website. He will also provide a list of the Chairman and Members of the Executive Board, Standing Committees and Working Groups. The UKFSC website will be regularly amended.

5. POWERS OF THE UKFSC
 
The powers of the UKFSC include the election to the Executive Board of the Chairman, Vice-Chairman, Treasurer and Non-Executive Board Member.

6. OFFICE
 
The office of the UKFSC will be situated as directed by the UKFSC Membership.

7. OFFICERS
 
a. The Officers of the UKFSC are the Chairman, Vice-Chairman, Treasurer, and Non-Executive Board Member. The Chief Executive and a CAA-nominated representative are ex-officio Officers of the Executive Board.

b. The Chairman, Vice-Chairman, Treasurer and a Non-Executive Board Member are to be elected annually by the UKFSC Membership, via an email ballot held prior to the AGM. Any Member of the UKFSC is eligible to offer themselves up for election to each of the Officer positions on the Executive Board. Details of the candidates will be notified to all Members entitled to vote no less than 21 days before the date appointed for return of ballot papers.

c. Members elected to the above positions will serve for a period of two years and take up their posts directly after the AGM, but they may stand for re-election for another term in the normal manner. Other than in exceptional circumstances, the Chairman should only serve for a maximum of two terms. Elections for the Chairman and Vice-Chairman positions will normally be de-conflicted by one year to provide an element of continuity for the Executive Board.

d. Officers who cease to be Members of the UKFSC for any reason will be required to relinquish their Board position unless their employer is or becomes a Member. The UKFSC Executive Board may be required to fill any Officer vacancies for a period until an election can be held and ratified at an EGM or the next AGM.

8. BOARDS, COMMITTEES AND WORKING GROUPS
 
The following Boards, Committees and Working Groups are to be convened:

a. Executive Board. The UKFSC Executive Board comprises the Chairman, Vice-Chairman, the Treasurer, the Non-Executive Member, a nominated CAA Representative and the Chief Executive. Led by the Chairman, the Board is responsible for:

  • Determination of UKFSC policy and its strategic direction.
  • The policy, control and administration of UKFSC finances.
  • Appointment and employment of the Chief Executive and the definition of his duties and responsibilities.

b. Standing and Ad Hoc Committees. Standing and Ad Hoc Committees are determined by the Executive Board. Each shall have a nominated Chairman and members appointed by the Executive Board. Each Committee shall have written terms of reference which clearly define its responsibilities, output requirements and deadline.

9. STATEMENTS TO THE MEDIA
UKFSC Members’ Representatives are not to make statements concerning UKFSC business to the media or its representatives without the prior permission of the Chairman or, in his absence, the Vice-Chairman. If neither the Chairman nor the Vice-Chairman is available, such authority may be given by or exercised by the Chief Executive.

10. INABILITY TO PERFORM DUTIES
Any Officer of the UKFSC who becomes unfit to perform his Committee duties will be formally notified by the Chairman that their position is under review by the Executive Board.

11. APPOINTMENT OF ADVISERS
Appropriate individuals or organisations may be appointed as advisers by the UKFSC to attend regular meetings of the UKFSC. Such advisers will be subject to the rules and regulations of membership and be eligible to receive Minutes and associated documentation, but will not have voting rights or be allowed to hold office.

12. PROFESSIONAL CONDUCT AND EXPULSION OF MEMBERS
a. Members and their representatives will order their conduct in furtherance of the objectives of the UKFSC at all times.

b. If necessary, any complaints of conduct which are contrary to UKFSC objectives and standards will be investigated by the Officers of the UKFSC or an impartial tribunal appointed by them. Before the investigation commences, the allegation is to be made known to the Member in writing. The Member concerned will be given the opportunity to respond to the complaint or allegation, to call witnesses and to cross-examine any witness called by the Officers or a tribunal appointed by them.

c. The Officers or appointed tribunal may recommend expulsion, temporary suspension of membership or dismissal of the complaint or allegation. In all respects, the investigation, subsequent proceedings and actions taken must be in accordance with the rules of natural justice.

d. The Officers or appointed tribunal are to report to an Extraordinary General Meeting (EGM) of UKFSC called to hear the findings of the investigation and then vote on any recommendations. Excluding the subject Member of the complaint, a 90% majority of those present is sufficient to confirm or reject the recommendations.

e. Any Member so expelled will forfeit their interests and privileges in UKFSC immediately and any unexpired balance of his subscription will be returned pro-rata for the remaining period of his membership. A Member may also, on the recommendation of the Officers or tribunal, be temporarily suspended for a period determined by the EGM but with no return of unexpired subscription.

13. CONDUCT OF SIE MEETINGS
a. SIE Meetings will be chaired by the UKFSC Executive Board Chairman. In the absence of the Chairman, the Vice-Chairman will take the Chair. In the absence of both the Chairman and Vice Chairman, the Members attending will elect a representative from those Full Members present to take the Chair for that meeting only.

b. The Confidential Warning is to be read out at each meeting and included in the meeting register which Members are to sign as accepting the Rule of Confidentiality.

c. One Representative or an alternative from each Full Member may attend an SIE Meeting. Group Members may nominate a main and alternative representative for each appropriately related organisation within that Group to attend. Due to Membership numbers, venue size and security requirements, only one representative from each related organisation within a Group will normally be expected to attend each meeting. However, alternative representatives and guests are encouraged to attend but prior approval must be sought through the Chief Executive.

d. During an SIE Meeting, the Chairman will decide if any matters arising require a vote. Voting will be decided by a majority of Members attending, but a quorum of 35% of the total Membership must be present to do so. In the case of equal votes, the Chairman will have a second or casting vote.

e. Minutes of all UKFSC SIE Meetings are to be compiled by the Chief Executive, confirmed at the subsequent SIE meeting and signed by the Chairman. The Minutes will provide sufficient evidence of the matters discussed.

14. ANNUAL GENERAL MEETING
a. A General Meeting of all Members of the UKFSC will be held once each year at a time and place determined by the Chief Executive, but not more than fifteen months after the previous Annual General Meeting (AGM).

b. UKFSC governance business will be transacted at the AGM, when at least 35% of the voting Membership must be present. If a quorum is not present within half an hour from the time fixed for the meeting to start, it is to be dissolved and a new date fixed at an interval of at least 21 days. The AGM is to approve the reports by the Chairman and the Treasurer, approve the Accounts and Balance Sheet for the past year and approve the Budget for the following year. In addition, the AGM is to ratify the outcome of the election of the Executive Board Officers and appoint the Auditor and the Legal Adviser for the following year. Finally, the AGM is to approve any changes to the UKFSC Constitution.

c. All resolutions put to the vote at the meeting are to be decided by a show of hands. The Chairman is to declare a resolution either carried unanimously, or by a particular majority, or as lost. The declaration is recorded in the Minutes as conclusive evidence of the fact; the number of votes in favour or against that resolution need not be recorded.

15. EXTRAORDINARY GENERAL MEETINGS
a. The Chief Executive is to convene an Extraordinary General Meeting of the UKFSC at the request of not less than 35% of Full Members at any time. The Executive Board may also call for an Extraordinary General Meeting at its sole discretion and at any time. In either case, at least 21 clear days notice must be given and the resolutions and the names of their proposers clearly set out.

b. All business transacted at an Extraordinary General Meeting will be deemed to be special.

16. FINANCE
a. UKFSC Income. The income of the UKFSC is to be applied solely to the promotion of its main objectives and no portion is to be paid or transferred directly or indirectly by way of profits to the Members. The employees of the UKFSC are to be remunerated and their approved expenses reimbursed.

b. Books of Account. True accounts of the following UKFSC finances are to be kept by the Chief Executive at the Office of the UKFSC:

  • The liabilities and assets of the UKFSC.
  • The sums of money received and expended by the UKFSC and the manner in which such sums have been disposed.

c. Bank Accounts. The Chief Executive, the Administration Manager and an elected Executive Board Officer are registered as signature authorities with the UKFSC Bank to have access to the UKFSC Bank Accounts. Except for the purpose of making payments required to meet minor cash expenses, all other payments will be made by direct debit, bank transfer or cheque drawn on the UKFSC Bank Accounts. No expenditure is to be incurred unless it is permitted in the Terms of Reference of the Chief Executive or Administration Manager or approved by a resolution of the UKFSC authorising such expenditure. All UKFSC subscriptions and any other income arising from any source will be paid into the Bank Accounts of the UKFSC.

d. Financial Authority. Unless otherwise directed by the UKFSC, any payment from the UKFSC Bank Accounts of up to and including £2,500 is to be signed by one of the authorised signatories. Any payment of more than £2,500 is to be signed by two of the authorised signatories.

e. UKFSC Credit Card and Debit Card. The use of the UKFSC Credit Card and Debit Card is the sole responsibility of the Chief Executive and such use is to be subject to audit in the normal way.

17. ANNUAL ACCOUNTS
a. The UKFSC financial year runs from 1st April to 31st March.

b. At least once in every financial year, the UKFSC Executive Board is to lay before the Members at the Annual General Meeting, an account of the income and expenditure for the past year, together with a balance sheet, made up by a date not more than six months before such a meeting.

c. Accounts and the balance sheet are to be accompanied by a report from the Treasurer or the Chairman on the financial affairs of the UKFSC generally. A copy of the account, balance sheet and report is to be sent to Members not less than 14 days before the General Meeting. The accounts will remain open for inspection by Members at the office of the UKFSC during office hours.

18. AUDIT

At least once each year, the accounts of the UKFSC are to be examined by qualified auditors and the correctness of the statement of income and expenditure and balance sheet ascertained.

19. PROPERTY AND INVESTMENTS
a. The property of the UKFSC must be vested in the names of two Officers, except for cash, which must be under the control of the Administration Manager and the direction of the Treasurer.

b. Any contracts (including contracts of employment), leases or other legal obligations entered into on behalf of the UKFSC are to be in the name of two Officers, one of whom is to be the Chairman or Vice-Chairman and the Chief Executive. The Officers must deal with the property of the UKFSC as directed by resolution of the UKFSC and the all such decisions are to be entered in the Minutes as conclusive evidence of such a resolution.

c. Officers entering into any obligations in accordance with this Constitution on behalf of the UKFSC, do so in good faith, and are indemnified against risk and expense out of the assets of the UKFSC.

d. Long term UKFSC funds should be considered for investment with the intention of generating additional UKFSC income from interest (such as Income Bonds and higher interest deposits). The policy for such investments is that potential financial instruments are to be identified and researched jointly by the Chief Executive and Treasurer, taking independent financial advice if necessary.

e. The principals to be applied are that the chosen institution is to be reputable UK-based bank, building society or insurance company. To further enhance the legal protection of the investment, division of the funding between two separate financial institutions should also be considered in the selection process. The selected instruments are then to be presented to and formally agreed by the Executive Board before any transaction is instigated.

f. All selected investments are to be registered in the name of the UK Flight Safety Committee Officers and to require at least two Officers’ signatures to access them. Officers entering into any such investments in accordance with this Constitution on behalf of the UKFSC, do so in good faith and are indemnified against risk and expense.

20. SUBSCRIPTIONS
a. The annual subscription payable for Full and Group Membership will be determined by resolution of the UKFSC at the Annual General Meeting.

b. The date on which the annual subscription will become due is the 1st day of April in each financial year.

c. Any Member will forfeit all benefits of membership at the discretion of the Executive Board so long as their subscription is in arrears.

d. New membership will only take effect after the applicable subscription has been paid for the period ending on the 31st March following their admission to membership.

21. STATUS OF THE UKFSC
The UKFSC is an unincorporated association of its Membership who are jointly and severally responsible for its assets and liabilities.

22. DISSOLUTION OF UKFSC
If a resolution for the dissolution of the UKFSC is passed at any General Meeting by a majority of the voting Members present, a second General Meeting must be held within six weeks, with no less than 28 days written notice of the second General Meeting being given to each Member. If the resolution is confirmed by a majority of Members present at the second General Meeting, the Executive Board and Chief Executive must proceed to realise the property of the UKFSC by the date specified in the resolution. Following the discharge of all liabilities, the UKFSC must divide such property equally between paid up Members. Upon completion of the division, the UKFSC will be dissolved.

23. DEFINITIONS
a. Full Member. A Full Member is one that has full voting rights, pays the full membership fee and whose representative is eligible to hold office.

b. Group Member. A Group Member is a Full Member that has applied to have one or more additional appropriately related organisations represented on the UKFSC. ‘Appropriately related’ refers to organisations or parts of organisations that are in the same beneficial ownership and have a legitimate interest in aviation safety. Each representative from an appropriately related organisation within each Group that pays a subscription will have a vote.

c. Subscription. A subscription is the fee paid annually for membership to the UKFSC. The subscription to be paid is decided at the Annual General Meeting.

d. Members. An organisation or company whose membership is agreed by the UKFSC shall be known as a Member.

e. Representative. A Representative is the person nominated by the Member, who is authorised to attend the meetings and to act or speak on behalf of the Member.

f. Adviser. An individual or organisation, authorised to attend the meetings and participate in the proceedings as if a Member, having specialist knowledge and a legitimate interest in promoting aviation safety.

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