ASHS Guide to the Board & professional support team

The ASHS Board (How ASHS works)
ASHS is a Cooperative (more precisely an Industrial and Provident Society formally established in 1999). Within the structure of a Cooperative it is required by law that it should have a board of directors of no more than 8 members and hold up to 3 meetings and an AGM with a minimum of 3 directors in attendance per year. The constitution specifies that it must have a Chair, Vice-chair and secretary, however the board can specify other positions if it requires them. A quorum of 3 directors are required for a board meeting and 8 members for a general meeting. Conference calls are acceptable to make up a quorum and ASHS does incorporate this approach from time to time. Meetings generally coincide with sawmill visits making it a worthwhile day out, allowing members to link up. ASHS has very little in the way of tangible assets.

Overview of being an ASHS board member
Out with the legal responsibilities of a board outlined above, the main thing it is required to do is manage and organise the day to day business of the organisation for the benefit of its membership. It will also make decisions on its direction, for example introducing an Associate and retired membership status, developing a member’s journal or updating the website. An example of this is detailed below under the heading of Full Circle production manager.
Each board under the direction of its chair may have ideas they wish to implement during their time in the seat like those outlined above. These will be discussed at length during a board meeting with minutes (detailed notes) taken during the meeting. This acts as a record of everything discussed at that time along with who has agreed to carry out a specific task. These are typed up and sent to the membership to keep them involved with what is going on. The input from each board member will vary depending upon what time commitment they can make at that time which is neither measured nor judged. There is however no point in joining a board if you will be unable to commit to at least 50% of the meetings and be able to respond to board group emails which generally require quick responses even if only a few words. Being a member of the board is an unpaid position and all decisions should be made for the benefit of the group and not an individual. ASHS also have a small group of professionals on the payroll who do an invaluable job for ASHS keeping all the systems running smoothly and keeping each new chair and board properly informed and on the right road during their time in the position. It should be noted that although the following descriptions are quite detailed the actual work involved is pretty small.
ASHS operate an open house approach, which means that you do not have to be on the board in order to get involved. If you have a specific idea you think would be good for ASHS, or you would just like to help with any of the jobs detailed below, come along to a meeting or email the board and get involved.  

Main positions and responsibilities
Chairman: The Chairman is responsible for setting the tone, direction and pace of the organisation, ASHS now operate a year turnover for this post in so doing keeping the leaders position fresh and focused. Their main responsibilities are:
•    To set the agenda and chair each of the 4 meetings a year. They will call on the other board members during the meeting if they have a specific input at that time, for example if dealing with finances the treasurer may be called to speak about this aspect of business. On membership, the membership manager may be called to speak etc. At all times however anyone is able to contribute towards the conversation in a civilised and considerate way. It is important that the chairman keeps to the agenda in order to get through the business needing dealt with within the time available.
•    Once an idea has been put into play they should ensure that the work agreed to be done is done within the set timescale, through steady (usually email) communication with the board and or members carrying out the work.
•    Deal with any email enquiries about the ASHS group.
•    Liaise with the Forestry Commission Scotland representatives.
•    Act as mediator between an ASHS member and a client to resolve an issue, the board would also be involved on an advisory basis to determine a fair outcome.
•    Liaise with the ASHS coordinator regarding the day to day running of the group.
•    Agree and direct payments through the treasurer as required.
•    Prepare text for the news page for the Full Circle, this is usually a summary of the minutes from the two meetings which will have taken place between the 2 publications per year.
•    Liaise with Scottish Furniture Makers Association board in helping develop joint collaborations.

Vice Chairman: The vice chairman assists the chairman where possible, spreading the chairs workload.

Secretary: The secretary is responsible for administration support, alongside the chair and the coordinator, helping to organise meetings, circulating papers and taking the minutes. Currently Nick our coordinator takes care of most of this business.

Treasurer: The treasurer is responsible for looking after the finances of the organisation in conjunction with the coordinator, they will have access to the online banking set up and be required to:
•    Pay bills as agreed by the board through online banking.
•    Prepare simple accounts for meetings.
•    Invoice Forestry Commission Scotland for grant agreed funds as required.
•    Update membership template invoices and send out during April.
•    Prepare other sales invoices as required.
•    Collect purchase invoices to correspond with outgoings from the bank and keep filed.
•    Present lever arch file with all Sales and Purchase invoices to accountant for end of year accounts.   
ASHS financial activities are relatively small and with most payees set up online and profit and loss and membership templates already set up, this is not as onerous as it might seem. Annual accounts are required and are submitted to Financial Conduct Authority in October. This is normally done by the coordinator.

Membership manager: The membership manager is responsible for:
•    Looking after the membership list, ensuring it is kept up to date and that all information is correct.
•    They will be connected to the GoCardless payment system which will inform them when a new member joins.
•    They will send a welcome to ASHS email.
•    Their main focus will be on building the membership with assistance as required from the rest of the board.
•    Liaise with Stephanie our Graphics designer to arrange a membership certificate for new members.
This job is currently carried out by our Coordinator but we will be looking for someone to take on the position after the AGM in October.

Marketing manager: The marketing manager is responsible for:
•    Developing the ASHS name through social media, either in conjunction with Stephanie or becoming an admin themselves.
•    Help to build public awareness of the ASHS group.
•    Report at meetings.
This is a new position being introduced at the next AGM.

Full Circle production manager: This is a good example of how a member’s idea was introduced and developed with the backing and assistance of the board. This involved establishing the basic premise on which the journal is based, the quality of the print, use of recycled paper and paper weight, scale and format, fonts front page layout, cover price, quantity, size and cost of adds, online presentation and access through the website, finding and encouraging advertising support.

Once these basic parameters were set the content was developed. As it is essentially an industry based journal, the yard visits and news pages for Scottish Furniture Makers Association, ASHS and Forestry Commission Scotland were set as a consistent theme from the beginning. This has further developed into an edition theme, bringing 3 or 4 stories together on the same subject from different perspectives, thereby presenting a fairly balanced view of the subject matter chosen.

With the basic look, structure and collective ideas of the Journal now established, tested and proven, the work now involved in putting an issue   together includes the following:
•    Establish the theme for the next edition.
•    Contact potential contributors, by email or phone.
•    Inform contributors of No of words, time scale, photo requirements.
•    Establish running order and ensure enough copy and adds are available to fill 36—44 pages.
•    Ensure a minimum of 5 pages of paid adds, additional help required to chase advertisers for each publication.
•    Email gentle reminder to contributors 8 & 4 weeks prior to copy deadline.
•    On final week before copy deadline contact any contributors who haven’t yet submitted their story by phone to ensure copy is coming.
•    Proof read all articles submitted and check spelling and grammar and make sure there are no direct attacks on individuals or businesses and no bias towards any specific business or product check photos show good working practice.
•    Determine theme and establish three stories for front cover of next edition.
•    Ensure that each contribution is collated in its own folder with all relevant high res photos and a head shot of the writer. Copy into the dropbox folder link for Trilogy Designs. Once all information for that edition has been collated and copied over, email Stephanie at Trilogy Designs that journal details are complete, and ready for layout.
•    Write the introduction to the journal with comments on the various stories within.
•    Liaise with Stephanie during the layout process, coordinate and confirm quickly any required changes along the way.
•    If anything is short or further material is required for any story, liaise with contributors to obtain required information.
•    Once the layout is complete, send a pdf copy to all contributors and advertisers for a final proofing.
•    Make sure any requested changes are made via Stephanie and send to Nick for final overview proofing.
•    When all is agreed, confirm with Stephanie to send to print.
•    When printed, ensure that a pdf copy is sent to John for publication on the website at the same time as hard copies are sent out to the membership.
•    Inform treasurer of confirmed advertisers and ensure that invoices are sent out and revenue collected.
Although the Full Circle has been developed by a board member, future production managers don't necessarily require to be on the board to take on this position.

Professional support members of the ASHS team include:

Nick MarshalNick Marshal
Coordinator
John LaingJohn Laing
Web designer
Stephanie ChristieStephanie Christie
Graphic designer

Coordinator: The ASHS coordinator, Nick Marshal (This email address is being protected from spambots. You need JavaScript enabled to view it.) has been with ASHS since it was formed in 1999. Although not a shareholder or a board member he attends most meetings. Affectionately known as “the keeper of the knowledge” and contributes to the board discussions on most topics, along with taking the minutes. After a meeting he will send a typed accurate account of the meeting to the board for approval, prior to sending to the membership, usually within a week or so. He is also responsible for collating the end of year accounts, coordinating enquiries through the web site and emailing the membership the details as required, more recently he has put together text for the ASHS guide booklets, writes occasional articles for the journal and other publications promoting ASHS, final check proof reads the journals pre-printing. Currently Nick also coordinates any new members joining through the GoCardless payment system and does most of the accounts. We would however prefer these jobs to be taken on by members at some point in the future.

Web designer: John Laing of J & R Laing Associates (jandrlaing.co.uk) designed, built and maintains the ASHS website. When a new members joins, their details (including google maps and photos) are put onto the site and regularly updated as required. As ASHS evolves so too does the website, new headings, new pages of information, technical updates, Journals and guide booklets, John keeps it all working smoothly for us. “You don't get a second chance to make a first impression”.

Graphic designer: Stephanie Christie of Trilogy Designs Scotland (trilogydesignsscotland.com) provides an invaluable service for ASHS. To date she has been responsible for:
•    Designing The Full Circle Journal.
•    Designing the ASHS ‘guide too’ booklets.
•    Designing the ASHS and SWWL logos.
•    Designing the ASHS stationary.
•    Designing the membership certificates.
•    Designs any ASHS advertising literature.
•    Updating the Facebook page on a regular basis.

ASHS core objective

The Association of Scottish Hardwood Sawmillers, is a group of small saw mills and wood users that both process and make use of home grown Scottish hardwoods and some premium durable softwoods.

Our primary aim has been to increase the use of our local hardwoods, and to do this we support members, with…
•    Sharing of knowledge and best practice, and collaboration between members.
•    Training; of both members and new start ups.
•    Increasing the number of small saw mills in Scotland.
•    Developing the sector in partnership with FCS and others, including joint promotion of different timbers and product development.

The buyers of hard wood logs are therefore based elsewhere in the UK or in continental Europe. They are interested only in the very best logs and in sizeable volumes (multiple lorry loads). As a result, our very best timber leaves the country with all the value added benefits accruing elsewhere in Europe and the UK. Scotland then imports some of this back at many times its original value. This is a loss to the Scottish economy.

RULES OF ASSOCIATION OF SCOTTISH HARDWOOD SAWMILLERS LIMITED

Registered No 2555R(S)

SAOS Model Rule A 1994
Registered under the Industrial and Provident Societies Act on Registered Office:

Eindrum, Madderty
Crieff
Perthshire
PH7 3PQ

Prepared by the SCOTTISH AGRICULTURAL ORGANISATION SOCIETY LIMITED Rural Centre, West Mains, Ingliston, Midlothian EH28 8NZ

NAME, SEAL, REGISTERED OFFICE

1. NAME The name of the Society shall be "Association of Scottish Hardwood Sawmillers Limited" (hereinafter referred to as "the Society").
2. USE OF NAME The name of the Society shall be displayed in a conspicuous position and in letters easily legible on the outside of the registered office and every other office or place in which the business of the Society is carried on and shall be mentioned in legible characters in all business letters, bills, invoices, receipts, letters of credit, notices, advertisements and other official publications of the Society and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the Society.
3. SEAL The Society shall have a seal on which shall be engraved in legible characters the name of the Society. The seal shall be kept in the custody of the Secretary or such other officer as the Board shall direct and shall be used only under the authority of a duly recorded resolution of the Board. The impression of the seal on any document shall be attested by the signatures of two Directors and the Secretary.
4. REGISTERED OFFICE The registered office of the Society shall be situated at: Eindrum, Madderty, Crieff, Perthshire, PH7 3PQ
The situation of the registered office may be changed by a resolution of the Board notified within fourteen days to the Registry of Friendly Societies in the form for the time being prescribed by law.

OBJECTS AND POWERS

5. OBJECTS The objects of the Society shall be to carry on for the benefit of and as agent for its members, the trades, industries or businesses of
(1) Promoting Scottish hardwood, and Scottish hardwood products, to businesses and to the public.
(2) Generating direct trade between members by providing information and coordination services.
(3) Assisting the development of sales to third parties by coordinating and aggregating members' product output.
6. POWERS
(1) The Society shall have powers to do all or any things which it deems to be necessary or expedient for the furtherance or attainment of one or more of its objects or to be incidental to or consequential upon one or more of its objects, including the powers to enter into and to enforce contracts with members and others, to make its members advances of money for agricultural purposes, and for the making of such advances without security, and to deal in any way, whether by purchase, sale or letting or otherwise, with land or buildings
(2) Without prejudice to the generality of paragraph (1) of this Rule, the Society may give any guarantee or surety for any debt or liability of a member or of a subsidiary or an associated company of the Society and may give or award pensions, annuities, gratuities, superannuation or other allowances or benefits or charitable aid to any persons who are or have been employed by, or who are serving or have served, the Society and to the wives, widows, children and other relatives and dependants of such persons and may set up, establish, support and maintain superannuation or other funds or schemes (whether contributory or non-contributory) for the purpose. Prepared by the Scottish Agricultural organisation Society Limited

MEMBERSHIP

7. MEMBERS The members of the Society shall be those persons by whom the application for registration has been signed and such other persons as the Board may admit to membership from time to time. A person shall not be admitted to membership unless the Board is satisfied that on becoming a member he intends to enter into a member's agreement.
8. ADMISSION A person intending to become a member shall apply to the Society for shares within the limits stated in Rule 10, and the Board shall decide in its absolute discretion whether to accept or refuse the application. On acceptance into membership a person shall be issued with the shares applied for, and shall pay to the Society the nominal value thereof, and shall be entered in the register of members.
9. SHARES Shares shall be of the nominal value of £1, one pound, and shall be neither withdrawable nor transferable except as provided in Rule 14.
10. SHAREHOLDINGS
(1) Each individual member or partnership shall hold 100 shares. Each society (other than the Scottish Agricultural Organisation Society Limited) and each company which is a member shall hold 100 shares. No member other than a registered society shall have an interest in the shares of the Society exceeding the limit for the time being provided by the Act. Every member who has signed the application to register the Society shall be deemed to have applied thereby for not less than the number of shares to be held by a member in terms of this Rule which shall be paid for in full after registration of the Society.
(2) If by transfer or otherwise the number of shares held by a member becomes less than the number required to be held by him when he joined the Society, he shall be invited to make application, and pay for, the additional number of shares necessary to bring his total shareholding to the requisite number. Should the member not make such application within a period of three months from the date of the transfer, the amount standing to his credit in respect of shares in the Society shall be repaid and the shares cancelled and he shall cease to be a member of the Society.
11. JOINT SHAREHOLDING In the case of a partnership being a member its shares shall be held by the partners jointly. All acts done or notices given in respect of a share held jointly shall be taken to be valid if done or given by or to the person designated from time to time for this purpose by the joint holders by written notification to the Secretary or, in the absence of any such notification, the person whose name stands first in the register of members as a joint holder of that share.
12. CESSATION OF MEMBERSHIP
(1) The membership of any person (other than the Scottish Agricultural Organisation Society Limited) shall terminate only on the happening of any of the following events, namely,
(a) he is expelled from membership under Rule 13
(b) being a sole trader he dies, or is declared bankrupt
(c) being a body corporate, it is dissolved
(d) at any time after that person has become a member a period of sixty days elapses during which he is not a party to a current member's agreement
(2) Subject to the provisions of Rule 14(2), (3) and (4), on the termination of a person's membership the share held by him shall be cancelled and any sum paid up thereon forfeited.
13. EXPULSION OF MEMBERS A member may be expelled for conduct considered prejudicial to the Society by a resolution passed in General Meeting by not less than three-fourths of the votes given on the resolution, but no member shall be expelled without first being given at least fourteen days' notice of the meeting at which the resolution is to be proposed specifying the alleged grounds for expulsion, and without being given an opportunity to attend the meeting to answer allegations or to make written representations to the Society which shall be read by the Chairman to the meeting. On expulsion the member shall forthwith be paid the amount standing to his credit in respect of any shares in the Society held by him at the date of the resolution of expulsion, and such shares shall be cancelled upon such payment being tendered, whether the member accepts the tender or not. No expelled member shall be readmitted except by a resolution passed in General Meeting by a similar majority.
14. DEATH, DISSOLUTION OR BANKRUPTCY OF MEMBER
(1) Subject to Rule 12 (2) and to paragraphs (2), (3) and (4) of this Rule, upon receiving a claim from the personal representative of a deceased member or the trustee in bankruptcy of a bankrupt member to any property in the Society of the deceased or bankrupt member the Board at its discretion either shall transfer the shares and the property to which the personal representative or trustee in bankruptcy has become entitled or shall pay an equivalent sum in either case to or to the order of the personal representative or trustee in bankruptcy.
(2) If within three months after the date of death of a member who is a sole trader his personal representative makes an application to the Board for the shares held by that member to be transferred to him then the Board shall decide in its absolute discretion whether to accept or refuse the application and if the Board accepts the application then the personal representative shall be entered in the register of members as the holder of that share and shall be taken to have entered into an identical member's agreement to the one to which that member was a party on that date for the remainder of the term thereof and to have ratified every contract purporting to have been made thereunder by the Society on behalf of that member or his estate prior to the date of acceptance into membership of the personal representative.
(3) If within three months after the date of the dissolution of a member which is a body corporate a person who was a member of that body corporate immediately before its dissolution makes an application to the Board for the shares held by that body corporate to be transferred to him then the Board shall decide in its absolute discretion whether to accept or reject the application and if the Board accepts the application then that person shall be entered in the register of members as the holder of those shares and shall be taken to have entered into an identical member's agreement to the one to which the body corporate was a party on that date for the remainder of the term thereof and to have ratified every contract purporting to have been made thereunder by the Society on behalf of that person prior to his acceptance into membership.
(4) In the event of the death of an individual or the dissolution of a body corporate who or which is a partner in a partnership which is a member the remaining partner shall give the Society written notification of that event whereupon the name of the deceased or dissolved partner shall be removed from the register of members and unless the Board decides otherwise the remaining partner shall continue to have all of the rights and obligations of that partnership under these Rules and under the member's agreement to which that partnership was a party immediately before the death or dissolution.
15. NOMINATIONS A member may nominate in accordance with the Act a person to whom any of his property in the Society (other than his share) shall be transferred on his death. On receiving satisfactory proof of the death of a member who has made a nomination which is valid under the Act the Board at its discretion either shall transfer the property comprised in the nomination to the extent that it is so valid or shall pay an equivalent sum to the person or persons entitled thereunder.
16. REGISTER The Society shall keep at its registered office a register of members containing the following particulars:-
(a) the names and addresses of the members;
(b) a statement of the number of shares held by each member and of the amount paid or agreed to be considered as paid on the shares of each member;
(c) the date at which each person was entered on the register as a member and the date on which any person ceased to be a member;
(d) a statement of other property in the Society, whether in loans, deposits or otherwise, held by each member; and
(e) the names and addresses of the officers of the Society, with the offices held by them respectively and the date on which they assumed office. The Board shall ensure that the Register is kept in such a way permitted by the Act and that the particulars required by the Act to be available for inspection are readily accessible without the need to disclose the other particulars contained in the Register.
17. INSPECTION OF BOOKS The Society shall allow a member or person having an interest in the funds of the Society to inspect at any reasonable time his own account and such of the particulars contained in the Register as are required by the Act to be available for inspection by him.
18. DISPUTE Any dispute between the Society or any of its officers acting in their capacity as such and
(a) a member or
(b) any person aggrieved who has ceased to be a member not more than six months previously or
(c) any person claiming through a member or any such person aggrieved or
(d) a person claiming under these Rules shall be referred to a sole arbiter appointed by agreement between the Society and such member or person or, in default of agreement, appointed by the President of the Law Society of Scotland.

GENERAL MEETINGS

19. ANNUAL GENERAL MEETING
(1) The first, annual general meeting shall be held within eighteen months of the date of registration of the Society at such time and place as the Board shall decide. In every year following that in which the first annual general meeting is held an annual general meeting shall be held at such time and place as the Board shall decide but so that not more than fifteen months elapse between one annual general meeting and the next.
(2) The business of an annual general meeting shall be the consideration of the accounts and balance sheet and the reports of the Board and the Auditor for the last previous accounting year, the election of Directors, the appointment of the Auditor and such other business as the Board shall decide.
20. SPECIAL GENERAL MEETINGS
(1) All general meetings other than annual general meetings shall be called special general meetings.
(2) The Board may at any time convene a special general meeting and shall do so upon receiving a requisition in writing to that effect signed by not less than five members and stating the purpose for which the meeting is required to be convened. If within twenty-one days after receipt by the Board of a valid requisition no notices duly convening a special general meeting for the purpose stated in the requisition have been sent to members then the members who signed the requisition may convene a special general meeting for that purpose and shall be reimbursed by the Society for all expenses reasonably incurred thereby.
(3) No business shall be transacted at a special general meeting other than that set out in the notice convening the meeting and any matters arising therefrom.
21. NOTICE
(1) Every general meeting shall be convened by delivering to every member at his address as shown in the Register and to the auditor of the Society not less than fourteen clear days' notice thereof in writing specifying the day, hour and place of the meeting and the business to be transacted. In the case of an annual general meeting, the notice shall designate it as such and shall be accompanied by a copy of the accounts for the last preceding financial year and the report of the Auditor thereon.
(2) The accidental omission to give any member notice of a general meeting or the non-receipt of a notice by any member shall not invalidate the proceedings at the meeting.
(3) A general meeting not convened in compliance with paragraph (1) shall be deemed to have been properly convened if all the members of the Society are present in person or by proxy and agree that the meeting shall be deemed to have been properly convened.
22. QUORUM
(1) No business shall be transacted at a general meeting unless a quorum is present. Except as provided in paragraph (2) of this Rule eight members present in person shall be a quorum.
(2) If within thirty minutes of the time appointed for a meeting a quorum is not present then the meeting if convened upon the requisition of members shall be dissolved but in any other case shall stand adjourned to a time and place to be decided by the Board, being not more than fourteen days later. Not less then seven days' notice shall be given to every member of the day, hour and place of the adjourned meeting and the business to be transacted and if at that meeting a quorum is not present within thirty minutes of the appointed time then the persons present shall be a quorum.
23. CHAIRMAN At every general meeting the Chairman or, in his absence, the Vice- Chairman of the Board shall preside. If within fifteen minutes of the time appointed for the meeting neither the Chairman nor the Vice-Chairman is present then the members present in person or by proxy shall choose a Director or, in the absence of all the Directors, one of those present and entitled to vote to preside.
24. ADJOURNMENTS The chairman of a meeting with the consent of the meeting may and if so directed by the meeting shall adjourn the meeting from time to time and from place to place. No business shall be transacted at an adjourned meeting other than the business left unfinished at the original meeting.
25. VOTING
(1) Subject to any provision in these Rules or in any statute or statutory instrument requiring a vote on any matter to be taken in a special way or requiring a special majority for any matter, a resolution put to the vote at a general meeting shall be decided by a simple majority and on a show of hands unless, before or on the declaration of the result of the show of hands, a poll is demanded by not less than three members present in person or by proxy. The demand for a poll may be withdrawn.
(2) Unless a poll is so demanded and the demand is not withdrawn a declaration by the chairman of the meeting that on a show of hands a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book containing the minutes of the proceedings shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
(3) No poll shall be demanded on the election of the chairman of a meeting or on a question of adjournment. A poll demanded on any other question shall be taken in such manner and at such time as the chairman of the meeting directs and any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
(4) On a show of hands every member present in person shall have one vote and on a poll every member present in person or by proxy shall have one vote. In the case of an equality of votes the chairman of the meeting shall have a second or a casting vote.
(5) No objection shall be raised to the qualification of any person to vote except at the meeting or adjourned meeting at which the vote objected to is cast or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and binding.
26. REPRESENTATION OF BODIES CORPORATE AND PARTNERSHIPS
Every member which is a body corporate or a partnership may appoint an individual to act as its representative at general meetings. Every such appointment shall be made by written notification to the Society and may be revoked in the like manner. A duly appointed representative shall be entitled to attend general meetings and to speak and vote in place of the member which appointed him and when present at a general meeting shall be treated for all purposes of these Rules as being that member present in person.
27. PROXIES Any member or duly appointed representative of a member may appoint a proxy to attend a meeting and speak and vote on his behalf. Every such appointment shall be notified to the Society in writing signed by the member or representative making it or under authority conferred by him and deposited 48 hours before the meeting at the registered office of the Society. A proxy need not be a member.

BOARD OF DIRECTORS

28. AUTHORITY The business of the Society shall be conducted by the Board of Directors which shall act in all things for and in the name of the Society and which may exercise all such powers of the society as are not by statute or by these Rules required to be exercised by the Society in general meeting, including the power to appoint any person to be the agent of the Society for such purposes and on such conditions as they determine.
29. COMPOSITION
(1) Subject to Rules 32 to 35 inclusive, until the end of the first annual general meeting the Board shall consist of the following Directors, namely,
Mr A Hurst
Mr F Gamwell
Mr A Oakley
Mr S Brady
(2) From the end of the first annual general meeting the Board shall consist of such number of Directors elected in accordance with Rule 31, being not less than four, as the Society in general meeting shall decide and such additional Directors (if any) as may be appointed in accordance with Rule 32 but, subject to Rule 32(2), the total number of Directors shall not exceed eight.
30. ROTATION OF DIRECTORS At the first annual general meeting all the Directors shall retire from office and at the second and every subsequent annual general meeting one-third of the Directors (other than any Managing Director, any Director due to retire under Rule 32 and any Director to whom Rule 43 applies) or the number nearest to one-third shall retire from office. Subject to Rule 34, the Directors to retire under this Rule shall be those who have been longest in office since their last appointment or re-appointment but as between Directors who have been in office an equal length of time, unless they agree otherwise, those to retire shall be decided by lot. If a director is not re-appointed at an annual general meeting, he shall vacate office at the conclusion thereof.
31. ELECTION OF DIRECTORS
(1) A Director retiring at an annual general meeting shall be taken to be nominated for re-election unless he clearly indicates his wish not to stand for re-election. No other person shall be eligible for election at that meeting unless not less than seven clear days before the date appointed for the meeting there has been delivered to the registered office notice in writing signed by a member of his intention to nominate that person and also notice in writing signed by that person of his willingness to accept nomination.
(2) If the total number of persons nominated or taken as nominated in accordance with paragraph (1) of this Rule at an annual general meeting does not exceed the number of vacancies to be filled then all such persons shall be taken to have been elected unless in regard to any of those persons a resolution to the contrary is passed at that meeting. If the number so nominated or taken as nominated exceeds the number of vacancies then a poll shall be held at the meeting in which all the appointments shall be put to the vote concurrently and every member present in person or by proxy shall be entitled to vote for no more candidates than the number of vacancies to be filled and that same number of candidates who respectively receive the higher totals of votes shall fill the vacancies. In the event of candidates receiving an equal number of votes, the chairman shall have a casting vote.
(3) Notwithstanding paragraph (2) of this Rule, the election or re-election under this Rule of a person who has attained sixty-five years of age shall be invalid unless his age is declared to the meeting before the question of the election of Directors is considered by the meeting.
32. APPOINTMENT BY BOARD
(1) The Board may appoint as an additional Director or to fill a casual vacancy on the Board any person who is eligible in accordance with Rule 33. A Director so appointed shall retire at the end of the next following annual general meeting at which he may stand for election without express nomination but he shall not be taken into account in determining the Directors to retire by rotation. No appointment shall be made under this paragraph if on the making of the appointment the total number of Directors for the time being in office apart from any Director appointed under paragraph (2) of this Rule will exceed the maximum specified in Rule 29(2).
(2) The Board may appoint to the office of Director a person who is not eligible in accordance with Rule 33 but there shall not at any time be more than 2 Directors in office appointed under this paragraph. A Director so appointed shall have the full voting and other rights and responsibilities of a Director and shall retire at the end of the next following annual general meeting after which he may be re-appointed under this paragraph if still not so eligible but he shall not be taken into account in determining the Directors to retire by rotation. The Board may make an appointment under this paragraph notwithstanding that on the making of the appointment the total number of Directors for the time being in office will exceed the maximum specified in Rule 29(2). A director appointed under this rule will receive such remuneration and expenses as the board may decide.
33. ELIGIBILITY FOR OFFICE Except as provided in Rule 32(2), to be eligible to serve as a Director a person shall be a member of the Society or an employee of a member of the Society or a member of a body corporate or a partnership which is a member of the Society.
34. REMOVAL OF DIRECTOR The Society in general meeting may by resolution remove any Director from the Board before the expiration of his period of office and may appoint another person in his stead. The person so appointed shall hold office only for so long as his predecessor would have done but may then stand for re-election without express nomination.
35. DISQUALIFICATION OF DIRECTOR A person shall cease to be a Director if he
(1) ceases to be qualified in accordance with Rule 33 or
(2) is disqualified by law from becoming the director of a company or
(3) is removed from office in accordance with Rule 34 or
(4) becomes subject to a bankruptcy order or makes any composition or scheme of arrangement with his creditors generally or
(5) becomes of unsound mind or a patient for the purpose of any statute relating to mental health or otherwise incapax.
(6) resigns his office by giving to the Board notice in writing signed by him and the resignation is accepted by the Board or, not being accepted, is not withdrawn within seven days of receipt by the Board or
(7) is absent from meetings of the Board continuously for a period of six months without leave of absence expressed by a duly recorded resolution of the Board or
(8) in the opinion of a majority of the Board trades in competition with the Society, whether as a sole trader or in partnership, or is a Director or employee of a body corporate which competes in business with the Society or holds a controlling interest in such a body corporate.
36. DELEGATION OF POWERS The Board may delegate any of its powers to such committees of Directors as it thinks fit. Any committee so formed shall comply with any directions given by the Board. The proceedings of any committee shall be regulated in accordance with the Rules relating to the regulation of any proceedings of the Board.
37. MEETINGS The Board shall meet for the despatch of business and regulate its meetings as it thinks fit. Any two Directors may and on the requisition of any two Directors the Secretary shall convene a meeting of the Board.
38. NOTICE Every Director shall be given not less than seven days' written notice of every meeting of the Board unless the circumstances justify the giving of a shorter period of notice or the giving of notice otherwise than in writing but the accidental omission to give notice to any Director or the non-receipt of notice by a Director shall not invalidate the proceedings at any meeting.
39. QUORUM The quorum for a meeting of the Board shall be 3 Directors.
40. VOTING Subject to any provision in these Rules requiring a special majority for any decision, questions arising at any meeting of the Board shall be decided by a simple majority. In the case of an equality of votes the chairman of the meeting shall have a second or a casting vote.
41. CHAIRMAN The Chairman for the time being of the Board or, in his absence the Vice-Chairman shall preside at meetings of the Board. If neither the Chairman nor the Vice Chairman is present within fifteen minutes of the time appointed for a meeting the Directors present may choose one of their number to preside.
42. REMUNERATION OF DIRECTORS The Directors shall be entitled to be reimbursed for all expenses reasonably incurred by them in attending meetings of the Board or incurred in their capacity as Directors in connection with the business of the Society. Subject to Rules 32(2) and 45(2), the directors may be paid such remuneration for their services as the Society in general meeting may approve.
43. DIRECTOR BECOMING SURETY Should any Director with the consent of the Board become surety for any debt or liability of the Society he shall not be removed from office under Rule 34 nor shall he be required to retire by rotation until the Society has discharged the debt or liability.

OFFICERS

44. CHAIRMAN AND VICE-CHAIRMAN
(1) At its first meeting after the registration of the Society and subsequently at its first meeting after every annual general meeting the Board shall elect from the Directors a Chairman and a Vice-Chairman who, subject to paragraph (2) of this Rule, shall hold office until the corresponding meeting of the Board in the following year when they shall be eligible for re-election if still Directors.
(2) The Chairman or the Vice-Chairman or both may be removed from office at any time by a resolution of the Board at a meeting of which every Director has been given not less than seven days' notice in writing stating the intention to propose a resolution to that effect. On the passing of such a resolution the Board shall elect a person or persons to fill the vacancy or vacancies so created.
45. MANAGING DIRECTOR
(1) The Board may from time to time appoint a Director to the office of Managing Director for such period and on such terms as the Board thinks fit and, subject to any agreement made in any particular case, may revoke such appointment. A Managing Director shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the Directors to retire rotation but his appointment shall terminate if he ceases from any cause to be a Director.
(2) The Managing Director shall receive such remuneration and expenses as the Board may decide.
(3) The Board may entrust to and confer upon a Managing Director the powers exercisable by the Board upon such conditions and with such restrictions as the Board thinks fit and from time to time may revoke, withdraw, alter or vary all or any of the powers so entrusted or conferred.
46. SECRETARY The Board shall appoint a Secretary for the Society and shall decide his remuneration and the duties to be performed by him in addition to those specified in these Rules. The Board may remove the Secretary and appoint another person to the office. The Board may at any time appoint a person to act temporarily as substitute for the Secretary for the time being of the Society and any person so appointed shall be taken to be the Secretary of the Society for all purposes while so acting.

FINANCE

47. INVESTMENTS The funds of the society may be invested in any one or more of the following ways, namely,
(a) in any way authorised by section 31 of the Act
(b) in any body corporate with limited liability which has objects relating to agricultural co-operation
(c) by making loans or advances to members for the purposes of their businesses on such security (if any) and on such terms as the Board shall decide but not otherwise.
48. BORROWING
(1) A member's agreement may require a member to make a loan to the Society of such amount, or an amount determined in such a way, and on such terms as the agreement specifies and the Board may arrange for the Society to borrow money by any other means and from any other sources on such security (if any) and such terms as the Board shall decide but so that the total capital sum outstanding at any time on all borrowings of the Society shall not exceed £ 1.
(2) The rate of interest payable by the Society on any sum borrowed other than a sum borrowed from the banker of the Society by way of overdraft or otherwise or from a finance house or other institution licensed under the Banking Act 1987, or borrowed on the security of a mortgage of property held by the Society shall not exceed ten per cent per annum or two per cent per annum above the highest level during any year or part thereof in respect of which interest is paid of Royal Bank of Scotland pic base lending rate, whichever is the greater.
49. DEPOSIT The Society shall not receive moneys on deposit.
50. ACCOUNTS The Board shall cause accounting records to be kept showing all sums of money received and expended by the Society and the matters in respect of which the receipt and expenditure takes place, all sales and purchases of goods by the Society and the assets and liabilities of the Society. The accounting records shall be kept in such a way as to explain the Society's transactions and give a true and fair view of its income and expenditure and its state of affairs.
51. DISTRIBUTION OF SURPLUSES
(1) The Society shall not distribute any surplus income to members by way of interest or bonus on shares or in any other way except as provided in this Rule.
(2) If on the recommendation of the Board the Society in general meeting so decides the whole or any part of the surplus income for any accounting year of the Society after payment of all outgoings and expenses for that year shall be divided between the persons who were members of the Society during the whole or a part of that year in proportion to the use made by them during that year of the facilities provided by the Society, such use being calculated on the respective amounts received by the Society from or on behalf of members for charges under member's agreements current during that year but no person who ceased to be a member more than two years before the beginning of the accounting year of the Society during which such division is decided upon shall be entitled to participate therein.
(3) Before recommending a distribution of surplus income under this Rule the Board may put to reserve such sum as they think proper and all sums so put to reserve may be employed in the business of the Society or invested in any manner authorised by these Rules.
(4) The Society may deduct from the sum payable to a member in a distribution of surplus income under this Rule all sums (if any) due from that member to the Society but not paid at the time of the distribution.
(5) The Society may make distributions of surplus income under this Rule by cheque sent by ordinary post to members at their respective addresses as shown in the register of members and the Society shall not be liable for any loss thereby occasioned.
52. AUDIT
(1) Subject to paragraph (2) of this Rule, the Society in general meeting shall appoint where necessary in law or where the membership require an auditor as provided by Section 4 of the Friendly and Industrial and Provident Societies Act (as amended) to audit the Society's accounts and balance sheets for that year. The auditor shall be a person who is a qualified auditor under Section 7 of that Act and is not prohibited by Section 8 thereof from being appointed auditor of the Society.
(2) The first auditor shall be appointed by the Board within 3 months after the registration of the Society if no general meeting is held during that period. The Board may appoint an auditor to fill any casual vacancy occurring between general meetings.
(3) The re-appointment of, or the appointment of an auditor in place of, an auditor appointed to audit the accounts of the Society for an immediately preceding year shall be carried out in accordance with Sections 5 and 6 of the said Act.
(4) The auditor shall in accordance with Section 9 of the said Act make a report to the Society on the accounts examined by him and on the revenue account or accounts and on the balance sheet of the Society for the year of account in respect of which he is appointed and shall have such rights as are provided by the said Act.
53. ANNUAL RETURN
(1) Every year the Secretary shall furnish to the Registrar in the form and at the time prescribed by him or by law the annual return relating to the affairs of the Society for the last accounting year together with copies of such accounts, balance sheets and reports as are so prescribed.
(2) The Society shall supply free of charge to every member or person with an interest in the funds of the Society on his application a copy of the last annual return together with a copy of any report of the auditor on the accounts and balance sheet contained in the return.
54. BALANCE SHEET The Society shall keep a copy of the latest balance sheet together with any report made thereon by the auditor always displayed in a conspicuous place at the registered office.

DISSOLUTION

55. COMMENCEMENT Subject to the provisions of the Act the Society may be dissolved by the consent of three-fourths of the members testified by their signatures to an instrument of dissolution in the form prescribed by law or may be wound up in a manner provided by the Act.
56. SURPLUS ASSETS Upon the dissolution or winding up of the Society any surplus remaining after the satisfaction of all its debts and liabilities and the repayment of the paid up share capital shall be divided between the persons who during the whole or a part of the period of two years immediately preceding the date of the instrument of dissolution or the date of commencement of winding up, as the case may be, were members of the Society in proportion to the business done by the members with the Society.

MISCELLANEOUS

57. AMENDMENT OF RULES These Rules shall be amended only on the passing of a resolution to that effect with the concurring votes of not less than three-fourths of those voting in person or by proxy at a general meeting of which notice has been given in accordance with Rule 21 specifying the intention to propose that resolution. An amendment of Rules is not valid until it is registered.
58. AFFILIATION TO THE SCOTTISH AGRICULTURAL ORGANISATION SOCIETY LIMITED
(1) The adoption of these Rules shall constitute an application for membership of the Scottish Agricultural Organisation Society Limited, and the Society shall, within six months of registration, allot to the Scottish Agricultural Organisation Society Limited one fully paid up share; on receipt of which share the Scottish Agricultural Organisation Society Limited shall on their part allot one fully paid up share to the Society. Each Society shall thereby be deemed to be a full member of the other society.
(2) The Society shall thereafter agree to pay to the Scottish Agricultural Organisation Society Limited such annual affiliation contribution as may be fixed from time to time by the latter Society in Annual General Meeting.
59. INTERPRETATION In these Rules, unless a contrary intention is apparent,
(1) "the Act" means the Industrial and Provident Societies Act 1965 with any statutory amendment thereof
(2) "Member" means an individual, a society or a company duly admitted to membership of the Society and holding the requisite number of shares.
(3) "the Board" means the Board of Directors for the time being of the Society
(4) "Director" means a member for the time being of the Board
(5) "member's agreement" means a written contract between a member and the Society under which the member participates in the use of facilities provided by the Society for the benefit of members
(6) "Registrar" means the Assistant Registrar of Friendly Societies for Scotland.
(7) "he", "him" and "person" means an individual or a partnership or a body corporate which shall include a society.
(8) words denoting gender include the other genders words denoting the singular include the plural and the converse applies.
60. PRELIMINARY EXPENSES All expenses incurred in connection with the formation of the Society, both prior and subsequent to the Registration of these Rules, shall be a proper charge against the Society's funds.

ASHS Membership

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What does ASHS do?

ASHS is a Cooperative (more precisely an Industrial and Provident Society), which means that all members get the same amount of shares (100 x £1 shares). This means that all members own the company equally. The shares can't be bought and sold—so no-one can accumulate shares and take over the company. When a member leaves ASHS, their shares are dissolved but their value is kept by ASHS and not refunded. Full members get a share certificate after their application has been formally approved.

ASHS was set up to represent, coordinate and help the small-scale homegrown hardwood sawmills of Scotland.

ASHS markets Scottish hardwoods through, for example:

• this highly successful website
• displays at important events and shows
• articles and advertising in key publications
• leaflets and other publications

ASHS provides training for its members, for instance:
• cladding
• log grading and valuing
• Health and safety
• visits to other mills
• visits to hardwood industries in other countries

ASHS represents the sector:
• to the Forestry Commission
• to the Scottish Parliament
• in links with other groups
• to other forestry organisations

ASHS also helps its members to keep up to date with relevant developments, to get to know others in the industry and to share knowledge with them.

What does ASHS cost?

Full members buy a (non-refundable) share in the company when they join (currently £100) and pay an annual subscription starting in the second year.

Associate members pay £40 annual subscription starting in the first year (no shares).

Retired members pay £20 annual subscription starting in the first year.

How do I join?

Click JOIN ASHS. You can then simply fill in the appropriate online membership application form and click submit.

You will be required to register a direct debit mandate with GoCardless in order to pay your annual subscription.
GoCardless is regulated by the Financial Conduct Authority as an Authorised Payment Institution.

Find out more about GoCardless

 

Privacy

This page explains how we use any information you give to us through our website, and the ways in which we protect your privacy.

General Data Protection Regulation

Under GDPR, we are required to get your permission to having your data stored by us, unless we have a good reason for storing it.  Our reason is to provide membership or other services that you request, and so by requesting these services, you accept that we will store the data that you give us. We will only use it for the purposes in your request for services and we will not supply it to anyone else (unless legally required to).  For full and associate members who wish to have their businesses advertised, we may publish the business contact information on the website, by email and in leaflets.  We will keep your contact data secure, as far as is reasonable given that the services may require that one or more of our members or contractors may need to use it to contact you.

GoCardless also stores your data related to setting up your mandate with them.  We have no control over GoCardless but consider them to have satisfactory safeguards in place to keep your data secure.

You have the right to see what data we keep for you and in what format(s) on request.

The Data Protection Act

Under the Data Protection Act, we have a legal duty to protect any information we collect from you. We do not pass on your details to any third party unless you give us permission to do so.

What information do we collect?

If you email us a timber enquiry, a general enquiry, an enquiry about joining ASHS or send us feedback on ASHS website or organisation or tell us about your connection with timber, you will be asked for a limited amount of contact information so that we can respond to your request and follow up to ensure that it has been dealt with to your satisfaction.

Enquiries are automatically forwarded to all ASHS members unless you specify a single member or the coordinator. ASHS members are separate companies, over which we have no control. However, we request that they follow the procedures laid down here.

We do not pass on any of your personal information outside our organisation when dealing with your enquiry. We will not use any information you supply for any other purpose without first seeking your permission.

If you register an interest in receiving regular updates, your details will be kept indefinitely. You have the option to check the details supplied by you, to update these details, or to remove your name from any mailing lists by contacting us.

Cookies and Log Files

Cookies are pieces of data that can be automatically created on your computer when you visit a website. For all public access areas, we do not use cookies at this website.

Log files allow us to record visitors' use of the site which we use to make changes to the layout of the site and to the information in it, based on the way that visitors move around it. Log files do not contain any personal information about you or information about which other sites you have visited.

Links to other sites

This site contains links to other websites. This privacy policy applies only to our site, so you should always be aware when you are moving to another site and read the privacy statement of any site which collects personal information. We do not pass on any personal information you have given us to any other site.

Access to your information and contacting us

You can change your registration information by contacting us. If you have a query or complaint about this privacy policy or about the site, you can contact us by e-mailing the ASHS Co-ordinator

You can also contact any one of our members, whose details are contained in the website.

If this privacy policy changes in any way, we will place an updated version on this page.

Version 1.2 Date: 24 March 2015

Content to Follow

Content has yet to be provided for this section.

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