Association of British Airways Pensioners (ABAP) Constitution

1 – Name and Authority
1.1 This is the governing document, hereafter referred to as the Constitution of the Association of British Airways Pensioners, hereafter referred to as the Association.
1.2 The Associationis based in the United Kingdom, and is subject solely to English Law.
1.3 This document shall be available to all qualifying members, and those wishing to join the Association, via the Association’s web-site and by any other reasonable means.

2 – Objects
The Objects of the Association are:
2.1 To represent the interests of all Pensioners, Deferred Pensioners, and where appropriate Survivor Pensioners and Dependent Pensioners, and contributors to pension funds of British Airways plc and its predecessor companies’ Pension Schemes.
2.2 To endeavour to protect and improve British Airways’ Pension Schemes members’ Accrued Rights.
2.3 To make the Association’s views known to relevant bodies on matters affecting pensions and their calculation.

3 – Definitions
3.1 [in] writing: where an original signature is not necessary, this term to include electronic communication where there is reasonable certainty that the parties in contact are genuine.
3.2 social media: electronic communication and information systems supplied by third parties.
3.3 online: electronic communication and information systems supplied by third parties.
3.4 web-site: a dedicated electronic facility accessible through computers and telecommunications networks.
3.5 APS – Airways Pension Scheme.
3.6 NAPS – New Airways Pension Scheme.
3.7 ‘good standing’ – a member of ABAP not in subscription arrears.
3.8 ‘[current] Committee member’ – a person elected (not co-opted) at the most recent Annual General meeting. This term shall also include Officers where not otherwise specified.

4 – Powers
In furtherance of the Objects of the Association, but not otherwise, the Committee of the Association may exercise these powers:
4.1 To seek improvement in benefits, making representations to British Airways and/or the Trustees of the British Airways Pension Schemes as appropriate and to progress any disputes or differences.
4.2 To facilitate, where possible and legally-permitted, advice to individual Members who are in dispute with British Airways and/or Trustees.
4.3 To liaise with other Associations, Trades Unions and any other bodies on matters concerning British Airways Pensions and Pensioners.
4.4 To seek to increase the number of APS and NAPS Member Trustees who are Pensioners of the British Airways Pension Schemes.
4.5 To maintain a watching brief with regard to ongoing security of the relevant Funds in order to safeguard British Airways Pensioners’ and all Members’ interests and to initiate appropriate action.
4.6 To issue public statements on relevant issues as and when appropriate.
4.7 To continue to seek acknowledgement by, and co-operation with, British Airways plc and the Trustees of the Pension Schemes, as the preferred means of advancing and achieving our mutual objectives.
4.8 To take professional advice as and when required, and with due diligence to have contracts with third parties for the essential provision of services and facilities.
4.9 To maintain, operate and provide information on a web-site, and to use as necessary social media to promote relevant material, and to issue newsletters on paper and electronically to members, and at the Committee’s discretion to other relevant parties.

5 – Membership
5.1 The subscription year shall be concurrent with the Association’s financial year.
5.2 Membership shall be open to anyone who is a contributor, active deferred, deferred or in current receipt of any pension from any British Airways or predecessor company pension scheme.
5.3 The Committee and Officers may at their discretion accept for membership partners who are potential dependents of qualifying Association members.
5.4 Annual membership subscriptions of an appropriate amount shall be determined from time to time and agreed at a Meeting of Members.
5.5 Where it is considered that membership would be detrimental to the aims and activities of the Association, the Committee shall have the power to refuse membership, or may terminate or suspend the membership of any Member by recorded resolution passed at a meeting of the Committee.
5.6 Any person who is denied membership or suspended shall have the right to appeal via an independent adjudicator mutually agreed with the Committee in a timely manner.
5.7 Records of such resolutions and outcome of any appeal shall be maintained and reasonably accessible for a minimum of seven years.
5.8 Any Member may resign his or her membership by providing the Secretary with written notice.

6 – Committee
6.1 The Association shall be administered by a Management Committee of the Officers and no less than three (3) people and no more than fifteen (15), who must be at least 18 years of age and be ABAP Members, not in subscription arrears by more than three months.
6.2 Committee Members will be elected for a period of up to one year or the time between Annual General Meetings (AGM), but may be re-elected at the Association’s AGM.
6.3 No member may be elected to serve on the Association’s Committee nor as an Association Officer before completion of one full year of membership.
6.4 All decisions reached by the Committee will require a simple majority. In the case of a tied decision, the Chairman of the Committee present at the Meeting shall have a second or casting vote.

7 – Officers
7.1 The Association shall have a Committee consisting of:
The Chairman, The Treasurer, The Secretary,
and any additional officers the Association deems necessary at the AGM required to carry out the required activities.
7.2 The Committee and Officers shall have the power to co-opt additional members who qualify under 6.3 or enter into contractual arrangements, to assist with the Association’s administration or for a specific function, and shall have the reasonable power to terminate such co-option or arrangements.
7.3 All positions will be unpaid except for those which may be filled on a contractual basis as and when the Committee may determine.
7.4 Reimbursement to all Officers and Committee members, and those authorised by the Committee to make such expenditure from Association funds will be made for reasonable expenses incurred on behalf of the Association.

8 – Committee Meetings
8.1 The Committee shall meet regularly, either face-to-face or online.
8.2 The purpose of Committee meetings is to discuss matters relevant to the objects of the Association, subsequent and/or ongoing actions, to monitor progress to date, and to consider future developments.
8.3 All Committee members shall be given at least fourteen (14) days’ notice of when and where a Committee meeting is due to take place, unless it is deemed as an emergency.
8.4 At least fifty per cent of Committee members must be present in order for a Committee meeting to take place.
8.5 In the absence of a quorum, matters may be discussed but not actioned until an absolute majority of Committee members have consented to such action, save in an emergency.
8.6 It shall be the responsibility of the Chairman or a designated deputy in his/her absence to chair all Committee meetings.
8.7 In voting, a simple majority shall normally prevail unless circumstances dictate otherwise, but no minority of those present may determine an outcome, after abstentions are taken into account.
8.8 On specific APS or NAPS issues, only Committee members and Officers belonging to the relevant scheme may vote.
8.9 All meetings must be minuted and accessible to members and other parties at the discretion of the Committee.
8.10 Minutes shall be kept for at least seven years, and available in a timely manner to any member with good reason to see them. Such Minutes may be reasonably redacted only regarding sensitive issues or personal data.
8.11 Any co-opted non-member or contracted party helping to administer the Association shall be entitled to attend these meetings and to speak at them but not to vote.

9 – Member Meetings
9.1 An Annual General Meeting (AGM) shall take place in October each year, or, if not in October, as close to October as practicable. At least one month’s notice must be given before the AGM takes place.
9.2 Any proposition put to the Meeting (Committee, AGM or other) shall be debated in a reasonable timescale, then where appropriate voted upon by those present [and where relevant by valid proxy vote] in line with the earlier paragraph.
9.3 Any twenty members of more than one year’s standing, none of whom may be in subscription arrears greater than three months may call for a Special General Meeting (SGM) for a specified reason, by writing, which shall exclude electronic communication, to the Secretary, who shall then arrange for that meeting to occur in the timescale above. The Committee and Officers shall also have the power to call a Special General Meeting, by simple majority vote, in line with clause 8.7.
9.4 All members in good standing are entitled to vote at the AGM or SGM. Voting shall be made by a show of hands on a majority basis which shall include any valid proxy votes. In the case of a tied vote, the Chairman or an appointed deputy shall make the final decision.
9.5 Any co-opted non-member or contracted party helping to administer the Association shall be entitled to attend these meetings and to speak at them but not to vote.

10 – Finance
10.1 The Association’s accounting year shall be from 01 July to 30 June.
10.2 Any money acquired by the Association, including donations, contributions and bequests, shall be paid into an account operated by the Committee in the name of the Association.
10.3 All funds must be applied to the Objects of the Association and for no other purpose.
10.4 Any asset acquired by or donated to the Association may only be used to further the Association’s objects and shall be properly recorded and accounted for.
10.5 Any Association asset liquidation or disposal shall be at best practicable value and clearly recorded.
10.6 Bank accounts shall be opened in the name of the Association. Any deeds, cheques, etc, relating to the Association’s bank account shall be signed by any of the following Officers or committee members: Chairman, Treasurer, other nominated Committee Member.
10.7 No Officer or committee member may authorise payment to themselves.
10.8.1 Expenditure Controls on specified projects: the Committee and Officers may only commit and/or disburse ABAP assets, in cash or kind under the following circumstances:
(a) Up to £5000 – only Committee approval by majority vote at a quorate committee meeting which may be electronic or face-to-face as required. A pre-approval spend of not exceeding 10% of the intended amount is permitted;
(b) Over £5000 and up to £25,000 – to be justified by a prior business case made in writing and to be kept for the period of spend and three years subsequently, approved by majority vote at a quorate committee meeting. A pre-approval spend of not exceeding 5% of the intended amount is permitted;
and
(c) over £25,000 to have members’ prior approval, by ballot (to be conducted via electronic and/or paper means) with a minimum response level of 25% of current members, and of those responding at least two-thirds to be in favour. A pre-approval spend not exceeding £2000 is permitted, by majority vote at a quorate committee meeting, excluding the costs of consulting the members.
This shall only apply to specific projects, and may not be a means to control day-to-day routine and allied expenditure for the administration of the Association.
10.8.2 Expenditure limits on specified projects: the agreed spend as described by clause 10.8.1 shall not exceed 25% of the Association’s liquidatable assets, as measured at the time of the previous spend approval under this process.

11 – Constitution alteration
11.1 Any changes to this Constitution must be agreed by a majority vote at a notified members’ meeting.
11.2 Proposed amendments to this Constitution or dissolution of the Association must be conveyed to the Secretary formally in writing.
11.3 The Secretary and other Officers shall decide on the most timely means to consult members on these matters, by Annual or Special General Meeting, giving members at least four weeks (28 days) notice.
11.4 Breach of Constitution – if no acceptable explanation for any breach(es) is made to the Committee and Officers, each member concerned shall be deemed removed from the Association without undue delay and shall be obliged to return all Association assets and resources in a timely fashion without detriment to the Association.

12 – Data Protection legislation and General Data Protection Regulations (GDPR)
12.1 The Association is a mutual body and is not required to formally register under the Data Protection Regulations nor related legislation. It is aware of responsibilities incurred from possessing and using personal data and undertakes to comply with the spirit of relevant legislation.

13 – Force majeure and unforeseen events
13.1 A governing document cannot cover every circumstance. The Committee and Officers shall have reasonable powers to address matters not allowed for in this Constitution.
13.2 If such circumstances arise, the Committee and Officers shall address the matter(s) to the best of their abilities, including if appropriate to obtain relevant qualified advice, and to report to members on such matters in a timely and comprehensive fashion.
13.3 At the first suitable opportunity, the Association’s Constitution shall be amended to reflect the unforeseen circumstance and the Association’s means to manage any future relevant occurrence.

14 – Dissolution of the Association
14.1 The Association may be dissolved if a proposition to that effect is debated at a notified meeting solely for that purpose, and approved by the votes of not less than two-thirds of the members present, which shall include any valid proxy votes.
14.2 Any assets or remaining funds after debts have been paid shall be transferred to appropriate charities or similar groups at the discretion of the Committee.

This amended Constitution was adopted at the 2021 ABAP AGM held at The Magna Carta School, Staines on Thursday, 30th October 2021, and signed by the Chairman, Mark Fielder, on behalf of the ABAP Committee & Officers.