i-constitution

The Voucher Association Constitution

Revised by the EC October 2006

Mission Statement

The Voucher Association is the trade body that represents businesses that operate in the Gift Voucher, Card and Stored Value Solutions Market (The Market).

Name

Its brand name and shortened title is The VA

Aims

To represent the interests of the Market and its Members
To promote the concept of Gift Voucher, Card and Stored Value Solutions
To provide added value to Members and the Market
To enhance the standing and raise the profile of relevant new and existing products and services
To maintain and promote communication between VA members
To improve awareness of market and other new developments within the Gift Voucher, Card and Stored Value Solutions Market
To address consumer and legal issues relating to the Market
To enhance members’ knowledge of issues relating to the production, distribution and redemption of Gift Voucher, Card and Stored Value Solutions, and to establish standards of best practice. (see Appendix 4, Code of Conduct)
To provide consolidated Market data to full issuing members
To promote the VA as the representative body in areas where the Association has an interest
To communicate the views and opinions of the VA to any relevant government department, public authority or other body
To co-operate with any other organised body or company in furtherance of the general interests of the industry
Provide education both internal and external
Promote self regulation of the industry through best practice
To maintain awareness of new opportunities that may affect the interests and/or business of VA members and as appropriate, maximise any benefit for VA members.

Code of Ethics

The VA does not aim to influence individual member companies to adopt a majority or general view in any aspect of business practice. The integrity of each member company is a basic premise and remains the responsibility of each participating VA member.

Membership

There will be 3 categories of Membership. Membership shall be conditional upon acceptance of and adherence to the VA’s Code of Conduct (Appx 4) and this Constitution.

For the sake of the Association a voucher, gift card or stored value solutions is defined as a “paper certificate” / “promissory note” or electronic equivalent.

Issuer Membership – also see Appendix 2

An Issuer Member of The VA will be selling a gift voucher, gift card or an electronic voucher or code which can be exchanged for goods or services to the value presented on the voucher or for a specific service as detailed on the voucher.

Issuer membership falls into two categories:

Voucher Issuers and Redeemers – companies providing an in-house branded voucher scheme redeemable only within their own organisation or trading group. These vouchers may originate from either the corporate / incentive route or from their own retail sales. This excludes voucher issuers whose vouchers are only redeemable for other branded vouchers upon redemption at that member’s premises/sites
Multi-Retail Voucher Issuers – Companies issuing and administering vouchers redeemable at many retail outlets participating in the scheme.

Conditions of Issuer Membership

A condition of Issuer membership is that members will participate in a mechanism to establish the market value and individual members’ shares of the market. This will be included in the Issuer membership fee.

To achieve this, members will provide, in confidence, and within the time requested by the appointed data agency, statistical data for aggregation and dissemination. Members‘ data will be handled highly confidentially and only members will be able to see their data. Overview data of the market will be available to all Issuing members.

The market research agency will be appointed by the Executive Committee. Its performance will be reviewed at least bi-annually.

If a new member wishes to maintain the confidentiality of their data, they may delay submitting data until another member also joins the Association. *

*Note. Members withdrawing from the scheme may potentially expose their data as it is withdrawn from the historical records.

Service Membership - also see Appendix 2

A Service Member will be providing a support service to the issuers in the voucher, gift cards and stored value market. This can be a security paper printer, a manufacturer of gift cards or a provider of consultation or marketing services.

Service Membership is not open to companies or individuals whose business would be classified as Issuing Membership through the nature of its operation. (e.g. a voucher issuing operator could not join as a Service Member)

Social Membership - also see Appendix 3

Social Members of The VA will be working in the vouchers and gift card industry. Membership can be as an individual or as a company, with one named individual.

Changes to the Constitution

Changes to this Constitution can be made only by the VA Executive and must be approved by a 75% vote “for” any motion by EC Members present. 2 weeks notice of any general meeting must be given if a change to the Constitution is being proposed. The Chair can vote in this situation without regard to the votes already made.

Applications

Applications for membership will be reviewed and a decision made by majority decision of the Executive committee.

Fees

Subscriptions will be payable on an annual basis and will be determined annually by the Executive committee. Members joining during the year will be charged with effect from the three month period in which they join, backdated to the start of that quarter and subject to additional charges to meet agreed disbursements.

There will be no facility for the refund of fees if a company chooses to leave the association during the subscription year (Year runs July to June)
Members wishing to leave the Association must give formal written notice one month before the start of the Association’s subscription year (1st July), notice to take effect for the forthcoming year
Membership of the Voucher Association includes acceptance of the performance standards attached as an appendix to this constitution (Appendix 4)
Members who fail to comply with the code of practice, as set out in the performance standards attached as an appendix to this constitution, may be ejected from the Association subject to the decision of the Executive Committee
A Member will be removed from the register of VA Members if he or the company becomes insolvent, bankrupt or other extreme financial position. The decision will be made by the EC. Use of the VA logo will be denied and the Membership will be advised of the cancellation of Membership.
The Executive Committee will ensure that proper accounting records are kept
Annual subscriptions include the services of the Association’s secretariat - whose role is outlined in the Terms and Conditions that form part of their contract with the VA – attendance at all scheduled meetings and participation in certain VA projects and activities. Social events may be chargeable and/or sponsored/subsidised

Role of The Executive Committee (EC)

The Executive Committee will be elected every two years by ballot of the Issuer and Service membership. The EC comprise a Chair, Vice Chair and 5 committee members (total 7). The EC may choose to introduce mid-term elections of up to half the EC in July 2007 in order to preserve continuity of the EC.

All Issuer and Service members are eligible for election.

A procedure has been established for elections and is attached as an appendix (Appendix 2). Acceptance of the constitution will be considered to include acceptance of the election procedure and all other appendices.

The Chair - the role of the Chair is to chair the EC and meetings of the full membership, and act on behalf of the Association as agreed by the EC.

Chair cannot serve for more than two consecutive terms. The EC may not vote the previous ex-Chair as Chair or Vice Chair in subsequent terms.

Vice Chair - the role of the Vice Chair is to deputise for the Chair.

The role of the EC is to direct the policy and operation of the Association. As elected representatives of the full membership, the executive committee will have full decision making powers based on a majority vote within the Committee. The EC may delegate all operational activity and day to day financial control to a third party company and this must be subject to a formal agreement. This company will normally be known as the Secretariat and its Principal will be known as the Director General of the VA (DG). The decision on the appointment of the DG shall be made by the VA Executive Committee.

VA membership activity will be conducted utilising the VA bank account. Other financial activities such as the operation of conferences, training and events will be conducted through the VA trading company Voucher Promotional Services Limited (VPSL). VPSL is wholly by the VA and its Executive Members sit as Directors on its Board.

The role of treasurer will be undertaken by the Chair and Vice Chair and executed by the Secretariat.

The Executive Committee is authorised to delegate matters for consideration to working parties or sub-committee* of the Association. All working parties must include an Executive Committee member who will normally act as chair of that working party/sub-committee.

*Note. A working party is defined as a group of members working together on a specific topic/ project requested by the Association.

Document Publication

All papers, policies and/or other recommendations prepared by working parties must be submitted at least one week before an Executive Committee meeting by e-mail to all EC members. If time does not permit this, it must be available at least 3 weeks before a full meeting of the VA body and to have been tabled at the previous EC meeting.

Papers, policies etc. that have been approved by the EC must then be circulated to the full VA membership by its secretariat at least one week before a full VA meeting.

At executive and full meetings, the Chair does not have a vote unless an absolute majority cannot be reached by the meeting. Under these circumstances the chair has the casting vote.

Representatives

Each member company (member) will be asked to appoint one person as its representative to the VA.

Other staff from a valid member company may attend full VA meetings, but only one representative may vote or stand in elections. Capacity of the meeting rooms may affect total numbers being invited.

Prior notification of all members attending should be sent to the Secretariat one week before the meeting.

Events and Projects

Extra events or projects may be arranged which will require separate and additional funding by participating members. Such events or projects may be organized using the name and logo of the VA subject to the agreement of the Executive Committee.
Each participant in any such event or project will pay an equal share of the costs and will be required to provide a letter of intent confirming the participation of their company. All participants will receive equal exposure in the event or project.
Exposure at any such events or projects for non-participating members of the Association will be determined by a majority of participating members.
Events and projects will be arranged through VPSL.
Members not attending will not bear any cost under normal circumstances

Competition

The Association will act in accordance with the Competition Act 1998, and any successive Acts, and shall not act, or provide a forum for members to act, as a cartel or in an anti-competitive manner.

The association will not aim to influence individual member companies to adopt a majority or general view in any aspect of business practice. The integrity of each member company is a basic premise and remains the responsibility of the members.

Appendix 1

Issuer Membership

BENEFITS OF ISSUER MEMBERSHIP TO THE VA

Quarterly Market Data Report. An independent and fully confidential report, which aggregates voucher sales and their electronic equivalents. Each member receives a report that shows their sales against the market as a whole, allowing them to track general market trends.
Attend twice yearly member meetings, providing a networking opportunity and updates of VA activity.
Voting rights at meetings – One vote per Member.
Eligible for election to the Executive Committee of The VA.
Reduced rates for seminars and forums organised by The VA.
Reduced rates for The VA training courses.
Reduced rates for attending the calendar of social VA events.
Profile on The VA web site including a link to your on-line selling facility.
Forwarding of any appropriate B2B sales leads received at The VA office.
Other commercial benefits including exhibition discounts such as Total Motivation Show and CIPD.
Help and advice on best practice.
Free ½ hour consultation with Osborne Clarke, The VA’s appointed solicitors.
Opportunity to discuss issues within the industry and network with other voucher and gift card providers.
Access to information about fraud in the industry.
Information sharing about issues such as VAT on vouchers.
Opportunity to be a part of the VA’s ongoing campaign to raise awareness of vouchers as the best reward and incentive tool.
Brand exposure at any VA sponsored events.
A new Issuer Member can opt to withhold their sales figures for up to one full VA year or part year if the Member joins mid year. (The charge for the market data will not be made whilst this takes place)

The cost for membership is £2,850 per annum and our financial year runs July to June. Members joining during the course of the financial year will be billed pro-rata from the joining calendar quarter.

Appendix 2

Service Membership

A Service Member of The VA will be providing a support service to the issuers in the voucher, gift card and stored value market. You may be a security paper printer, a manufacturer of gift cards or a provider of consultation or marketing services.

BENEFITS OF SEVICE MEMBERSHIP TO THE VA

Attend twice yearly member meetings, providing a networking opportunity and updates of VA activity.
Voting rights at meetings – One vote per Member.
Eligible for election to the Executive Committee of The VA
Reduced rates for seminars and forums organised by The VA
Reduced rates for The VA training courses
Reduced rates for attending the calendar of social VA events
Profile on The VA website
Forwarding of any appropriate B2B sales leads received at The VA office
Other commercial benefits including exhibition discounts such as Total Motivation Show and CIPD
Help and advice on best practice
Free ½ hour consultation with Osborne Clarke, The VA’s appointed solicitors
Opportunity to discuss issues within the industry and network with other voucher and gift card providers
Access to information about fraud in the industry
Information sharing about issues such as VAT on vouchers
Opportunity to be a part of the VA’s ongoing campaign to raise awareness of vouchers as the best reward and incentive tool
Brand exposure at any VA sponsored events

The cost for membership is £2,000 per annum and our financial year runs July to June. Members joining during the course of the financial year will be billed pro-rata from the joining calendar quarter.

Appendix 3

Social Membership

A Social Member of The VA you will be an individual working in the vouchers and gift card industry. You can join as an individual or as a company with one named individual.

BENEFITS OF SOCIAL MEMBERSHIP TO THE VA

Reduced rates for seminars and forums organised by The VA
Reduced rates for The VA training courses
Reduced rates for attending the calendar of social VA events
Information sharing about issues such as VAT on vouchers
Opportunity to be a part of The VA ongoing campaign to raise awareness of vouchers and gift cards as the best reward and incentive tool

The cost for membership is £1,000 per annum and our financial year runs July to June. Members joining during the course of the financial year will be billed pro-rata from the joining calendar quarter.

Appendix 4

The VA Code of Conduct

Introduction

The performance standards for The VA are set out below and form an appendix to The VA constitution.

The VA was set up to provide voucher suppliers and associate organisations the chance to participate on an equal basis to discuss and exchange views on concerns that are of a general interest to the voucher industry.

Objectives

To establish a set of performance standards to which all members of The VA operate in the best interests of both the voucher industry and its customers. To assure customers, potential customers and suppliers that members of the VA operate to the highest standards of professional conduct.

Security

Members of the VA should produce their vouchers whether in a paper or electronic format using security features, including but not exclusively:

Unique, watermarked paper
Foil
UV ink
Numbering
Embossing
Holograms
Secure transaction/payment
Data encryption
Secure servers/”Firewalls”

Delivery

The voucher supplier will use all resources available to them to deliver their vouchers in a secure, timely fashion, whether this be by paper or electronic means.

Data Protection

All Voucher Association members will adhere to data protection law as set out in the Data Protection Act 1998 and all subsequent revisions to this Act.

Membership and Identity

Each member of the VA is pre-vetted by the Executive Committee before joining and checked for credit worthiness and reputation.

The status of a Member and the designation ‘Preferred Supplier to the Voucher Association’ is only given to those companies who are felt to be professional and reputable suppliers to the voucher industry. (No moral or legal responsibility falls on the VA if the supplier fails to meet their performance standards).

Use of the VA trademark on Members and other materials is only permitted with the written permission of the VA, and approval received before going to press. Use of the VA logo and other VA related Membership items shall not be permitted in the first year of membership of new start up organisations.

New Start up operators or organisations may be required to provide sets of accounts and other materials as a condition of being granted membership.

The decision on acceptance of membership shall rest with VA Executive Committee.

Appendix 5

Election Procedure for the Executive Committee of The VA

The election procedure for the Voucher Association Executive Committee is set out below.

Eligibility

Membership of the Voucher Association Executive Committee (VAEC) is open to any paid up Issuer & Service member of the VA.
Each member organisation must indicate in writing the named individual who is their nominated representative eligible to vote and stand in VA elections. (Other staff of a valid member company may attend VA meetings, etc., but may not vote or stand in elections and attendance numbers may be subject to hall size capacity and practicalities).
All paid up Issuer & Service members of the VA are entitled to vote in the election of the VAEC.
The Secretariat of the Association is responsible for determining the eligibility of all nominees for election.
Social Members have no voting rights.

Executive Committee (VA EC)

The running of the VA is entrusted to the elected VA EC.
Positions within the VA EC consist of:
One Chair
One Vice Chair
Five Executive Committee Members
Decisions are taken, if necessary, on a majority vote of committee members present at a VA EC meeting. The chair does not vote, except in the absence of an absolute majority when the Chair’s vote is casting. A majority is 51%. A minimum of 5 members constitutes a valid quorum.
The Secretariat shall attend all EC meetings as required.

Nominations for Election

Prior to elections taking place, nominations will be sought for the 7 executive posts.
Members are only able to nominate themselves and must do so in writing. 3rd party nominations are not allowed.
Nominations do not require the written (or otherwise) support of another member.
All nominated Candidates will be invited to submit an “Election Statement” of no more than 100 words with their nomination.
If only 7 nominations are received for each of the posts the 7 Executive Committee posts, (i.e. the elections are un-contested) then the ballot papers bear just one name and the candidates will be automatically elected.
The posts of Chair and Vice Chair will be members of the EC and will be elected by the EC. If either post is non-contested, a simple majority will determine the winner.

Elections

For all contested posts (see above). Ballot papers for the 7 EC posts will be prepared.
Ballot papers, reflecting nominations, should be sent to all Issuer And Service members one week after the close of nominations.
“Election Statements” from all candidates will be circulated with the Ballot papers.
Ballot papers will be returned 14 days following their dispatch.
All voting, for each of the 7 vacancies will be “first past the post” (highest number wins), indicated by a single cross.
Each I & S member will have seven votes in total, one for each position.
In the event of a tie for any post, a member of the VA, not contesting any election, will toss a coin at a VA meeting in the presence of the candidates concerned.
In the event of less than 7 members standing for and winning an election, the elected committee (of any number) will have the power to co-opt fully paid up eligible members onto the committee (with their consent).
In the event of a member of the Executive Committee resigning, the next person in line from the original election will fill their place, unless it was an uncontested election in which case a by-election will be held to replace them.
If the Chair or Vice Chair resigns a by-election takes place and the EC re-vote Chair and Vice Chair.

Election Timetable

The election timetable will be as follows:

Stage Date Activity

1. Day 1 Elections announced

(timetable, election procedure and nomination paper circulated),

2 weeks later…

2. Day 14 Nominations close

(nominations must be received by this date),

1 week later….

4. Day 21 Ballot paper circulated,

2 weeks later….

5. Day 35 Ballot closes

(Ballot papers must be received by this date),

1 week later…

6. From Day 42 Election Announced (at AGM, by post,

email or quarterly meeting as appropriate)

(tied elections decided if required)