Rules of Association

To support, promote, represent or oppose legislative or other measures affecting the interest of trading members in the used textiles industry, and generally to promote and protect the interests of such members.

Admission Criteria for Members

1. Any registered company, charity or association, with a direct association with the used textiles industry. Membership can be any one of the following, a full breakdown of membership benefits and restrictions can be found in the Membership Criteria section of the TRA Website:
   1. Full Member
   2. Corporate Member (A company who does not deal with textiles directly but supplies to the industry)
   3. Associate Member (A Charity, Local Authority or Association. These members will be a non- voting member)
   4. Entrant Member (These members are non-voting members. Entrant Members can only be an Entrant member for a maximum 2 years before full membership must be obtained).

   The Executive Committee reserve the right to introduce additional categories of membership should it seem necessary.

2. All applicants and existing members will be required to uphold the following requirements:
   1. All members have traded legally for a period of no less than 3 years and will have remained solvent during that period (with the exception of Entrant Members where 1 year is required).
   2. Holders of a valid waste carriers licence for a period of no less than 1 year, if their business operations involve the transportation of waste as part of their business activities. If they are collecting wastes from another organisation, members must hold an upper tier waste carrier’s licence (England, Wales and Northern Ireland) or a full waste carrier’s licence in Scotland.
   3. Hold an Environmental Permit (or have been registered as exempt from Environmental Permitting) for a period of no less than 1 year, for the storage or processing of waste in any manner as part of their business activity, and is subject to waste management licence regulations.
   4. Provide evidence of their written Health and Safety policy if they employ five or more people.
   5. Provide evidence of an up to date and valid Fire Risk Assessment.
   6. Hold compulsory Employers Liability Insurance.
   7. Hold Public Liability Insurance.
   8. Have a Modern Day Slavery Policy, and comply with all relevant legislation
3. Applicants for membership must pay an application fee (see membership rates on website) and provide all documentation requested on the application form for consideration, on confirmation of documents acceptance they will be subject to an Audit by the Executive Committee or other body (audit fees may apply) to be able to demonstrate that they undertake their business in a manner which is acceptable and compliant with The TRA Code of Conduct and Code of Practice which have been approved by the Executive Committee.
4. After the initial application is processed it will be considered at the following meeting of the Executive Committee. The Committee will assess whether the applicant meets all the necessary requirements for admission to the association. All applicants will be advised of Executive Committee’s decision in writing.
5. If an application for membership is not approved by the Executive Committee, the applicant has the right to appeal in writing within four weeks of receiving the decision. If an appeal is made, the matter will be considered by an appeals sub-committee within no more than three months. The appeals sub-committee’s decision will be final. The applicant making the appeal will be advised of the sub-committee’s decision, in writing within four weeks of the decision being made.
6. Yearly subscription are due by all members. Rates are available annually on the TRA website. Annual subscriptions are set as of the 1st April each year and valid for a period of 12 months. Subscriptions for new members will be calculated based on the date of acceptance into the TRA. For the avoidance of doubt new members accepted before the 1st October, will have the subscriptions pro rata calculated until the 31st March when the next year’s subscription will be due, new members admitted after the 1st October, will be charged the pro rata to the 31st March plus the next full year’s subscription. New members must pay subscriptions in full within 14 days of acceptance into the TRA.

Membership Rights and Conduct

7. The rights and privileges of Members are not transferable, and no person claiming under any Member shall have any right to any of the benefits arising out of membership of the Association.
8. Any member whose subscription is in arrears shall vote at any meeting of the Association. If this subscription shall be three months overdue the member shall forfeit all the privileges of membership and may jeopardise membership. All arrears shall remain a debt due and recoverable by the Association in all events.
9. Members must follow the ‘TRA Code of Practise‘
10. Members must ensure that the conduct of their business, senior staff, and contractors is in no way detrimental or in any could be persevered to bring either the TRA or the used clothing and textile reclamation industry into dispute.
11. Members are to conduct themselves with professionalism at all times in the event of any query or conflict with another member of the TRA, in the event that members are not able to resolve the matter firstly between themselves, the matter is to be dealt with within the
    Textile Recycling Association Complaints Policy.
12. No member has the right without explicated written permission for either the Director, Secretary or President of TRA to represent the TRA in any matters within a public forum or in any social medium.

Termination of Membership

13. A Member wishing to discontinue membership shall give written notice thereof to the Director, Secretary or President of TRA one calendar month at least before the expiration of his subscription year. In default thereof he will be liable for his subscription for the ensuing year.
14. In the event that a member breaches any of the rules of the TRA, the Executive Committee shall consider the facts and determine what course should be taken with reference thereto. This will be done in accordance with the TRA Complaints Policy, in the event that the member does not remedy the breach in line with the requirements set out, the Executive Committee can elect to expel the member by a majority of two thirds at a subsequent quorate meeting of the committee.
15. Any member who fails to pay any amounts due to the TRA, will be given a suitable period in which to remedy the amounts due. Failing this the membership will be present to the executive and as a majority of two-thirds can elect to expel the member.
16. On termination of membership to the TRA, the member will relinquish all rights and privileges, and remove any publication of the TRA logo from any publications, websites or signage.

Management of the TRA and establishment of a company limited by guarantee.

17. The TRA is managed by the Director of the TRA and is responsible for delivering the policies and strategic framework agreed by the Executive Committee. The Director of the TRA is the senior employee of the TRA and is responsible for the hiring of staff within agreed budgets by the committee where necessary.
18. The policies and strategic framework of the association is managed by an Executive Committee consisting of not more than twelve Members to be elected by a majority of the Members voting at the Annual General Meeting of the Association. Four Members present shall form a Quorum at a meeting of the Executive Committee.
19. Members appointed to the executive are appointed for a period of 3 years before re-election is required.
20. Any vacancy on the Executive Committee arising during a year may be filled by the Committee, but the person appointed to the vacant seat shall hold it only until the next Annual General Meeting. The decision to fill a vacancy shall rest with the Committee.
21. The Executive Committee shall elect at the first Meeting of the Committee following the Annual General Meeting a President and Vice President. The President so elected may not hold Office for more than three consecutive years, unless a motion is specifically passed at the AGM following their third year in office is passed.
22. The Executive Committee shall provide suitable offices for carrying on the business of the Association, and appoint such Auditors, Clerks, Agents, Solicitors and other Officers, paid or honorary, and make such arrangements generally as the duties of such officers, or otherwise, as such Executive Committee may consider necessary.
23. The Executive Committee shall have the right to elect any Past President who in their opinion has served the Association with distinction to the office of Honorary Life President. Such Office shall carry with it a right to attend any Meeting of the Executive Committee and power to vote on resolutions.
24. The Executive Committee may set up any Committee or Committees for a specified period or specified purpose and define their powers and may include in such Committee or Committees any Member of the Association whose special knowledge of matters to be considered renders such a course desirable.
25. At the AGM held on 13th May 2019 (Midland Hotel, Manchester), the following resolution was passed by the membership of the Textile Recycling Association:

    The Textile Recycling Association shall register a company limited by guarantee at Companies House. The assets of the association shall be transferred to the registered company and the business of the association shall be conducted through the registered company.

    1. Any profits generated by the company are to be used to further the objectives of the association and no profits will be paid or distributed to members of the association as dividends.
    2. Every Member and Associate Member undertakes to contribute to the assets of the Association, in the event of the same being wound up during the time that they are a Member or Associate Member, or within 1 (one) year afterwards. Such contribution shall not exceed £1.00 (one pound sterling).*

       * Due to an administration error made either by the organisation that was appointed by the Textile Recycling Association to register the company on its behalf or by Companies House itself, the limited liability of each member of the association was in fact set at £10.00 for each member in the event that the association is wound up. In ratifying these latest version of the rules the Executive Committee have decided that this is an acceptable minor variation to the original resolution.

26. The funds of the Association (and its associated company limited by guarantee) shall be banked a UK bank or other financial institution that is backed by the Financial Services Compensation Scheme. Payments drawn on the Association and all transactions relating to the Banking Account shall be signed or authorised by any two signatories authorised by the Executive Committee. Accumulated funds may be invested in any securities at the discretion of the Executive Committee.

General Meetings of the TRA

27. The Annual General Meeting (AGM) of the Association shall be held each year, four weeks’ notice thereof shall be given to each Member. There should be no more than 18 months between each AGM.
28. The President shall, at the written request of a majority of the Members of the Executive Committee, or of thirty members of the Association, call a Special General Meeting of the Members, of which at least seven clear days’ notice shall be given, stating the object of the Meeting, and no other business shall be transacted at such Meeting other than that referred to in the notice.
29. Any General Meeting, whether Ordinary or Special may, by resolution, alter, repeal or add specific Articles of Association for the company limited by guarantee that has been established to administer the assets of the association. Notice of the intention to propose any such alterations, repeal or addition, being given to every Member not less than seven clear days before the day of the Meeting.
30. Every resolution and question submitted to a General Meeting shall be decided in the first instance by a show of hands, no Member, whether being a firm or company, having more than one vote and no voting by proxy being permitted. In the case of an equality of votes, the Chairperson shall, both on the show of hands and on a poll, have a second or casting vote. In the case of a company or firm, any member of the firm authorised by the firm for that purpose may vote, and in the case of a company any Director or Manager, authorised by the Board of Directors, may vote.
31. A declaration by the Chairperson that a resolution has been carried, and an entry to that effect in the books of the proceedings of the Association shall be sufficient evidence of the fact, unless immediately on such declaration a poll shall be demanded by not less than five Members present.

    If a poll be so demanded, the votes shall be taken either personally or in writing or by ballot, in such manner and at such time and place as the Chairman shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

Election of the Executive Committee

32. The Elections to the Executive Committee shall be conducted as follows:
    1. Information on how nominations can be made to become a member of the Executive Committee will be posted on the TRA Website. Elections to the Executive Committee shall be held at the AGM
    2. Any candidate putting their name forward for election must be a suitably senior representative of a business that has been a TRA member for at least one year, at the date that they send their nomination in.
    3. If any places on the Executive Committee are up for an election in any particular year, any potential candidates must submit their completed nominations no later than 30 days before the upcoming AGM in order to be included on the list of candidates standing for election that year. Nominations must be supported by the written assent of the person nominated to serve, if elected, and to attend meetings of the Committee. Only such nominations as comply with this rule shall be voted upon.
    4. A notice shall be sent out to all TRA members, in advance of the final nomination date, to advise them of how many positions on the Executive Committee are up for election at the next AGM and to advise members of where they can find information on the website about how they nominations can be made to the Executive Committee.
    5. Upon election, each committee member’s term of office will run for three years. At the end of their three year term a committee member can choose to put their name forward for re-election.
    6. The Notice convening the AGM shall detail the names of all candidates that are standing for election, the number of places available for election and details on how members can vote. If an election is due to take place then a ballot paper shall be included with each notice.
    7. Voting shall be by ballot. No voting paper shall be valid if the Member has voted for more candidates than the actual number of positions that are being elected for on the Executive Committee.
    8. Any Member who cannot be present at the meeting may record their vote in writing to the Director, who shall be empowered to include such vote in the voting. All nominated representatives shall be entitled to record a vote in their own favour.
    9. Members can vote in person at the AGM up until the incumbent President closes the ballot at the meeting. The results of the ballot will be declared by the end of the meeting.
    10. The President and Vice President holding Office at the Commencement of the Annual General Meeting and who is eligible for re-election as President by the Executive Committee at their first Meeting following the Annual General Meeting shall ipso facto be re-elected as a Member of the Executive Committee and no voting shall take place at the said Annual General Meeting for the election of such President as a Member of the Committee.
    11. The Vice President at the commencement of an Annual General Meeting at which the President shall be terminating office shall ipso facto be elected President for the ensuing year at the first Meeting of the Committee following such an Annual General Meeting. The outgoing President shall remain in Office until the election of the new President.

Meetings and Duties of the Executive Committee

33. Meetings of the Executive Committee shall be held at least four times per year.
34. All meetings should be chaired by the President or in their absence the Vice-President. If neither the President nor Vice-President is present at the meeting which is otherwise quorate, the remaining Executive Committee members can appoint any individual present to chair the meeting.
35. Special Meetings of the Executive Committee may be convened by order of the President or the Vice-President or by any three Members of the Executive Committee.
36. Notices of all Meetings of the Executive Committee shall be given not less than three clear days before each meeting to all the Members of the Executive Committee, specifying the nature of the business to be transacted.
37. The President shall take the chair at all such meetings, and in their absence the Vice-President. Should neither be present, a Chairperson for the day shall be elected by a majority of the Members present. The Chairperson of the day shall have always a second or casting vote.
38. If any Committee member attends less than 50% of scheduled Executive Committee Meetings within any 12 month period without good reason, then the remaining members of the Executive Committee reserve the right to rescind the Executive Committee membership of the individual concerned. Before this can take place, the President must write to the person concerned and explain that a motion to rescind their membership of the Executive Committee will be put forward at the next committee meeting. Expulsion of any individual from the Executive can then be ratified by a majority decision at the following Executive Committee meeting.
39. The Executive Committee shall, subject to the provisions of these Rules, exercise all the powers of the Association and act in its name.
40. The Executive Committee shall out of the funds of the Association pay all the costs and expenses incurred in an incident to the running of the Association.
41. The Executive Committee may pay the Officers of the Association and persons employed by the Association, such remuneration by way of salaries or otherwise as they think fit, and may enter into any engagements for the employment of any such Officers as they may consider expedient.
42. The Executive Committee may contribute out of the Funds of the Association any sums which the Committee shall deem expedient in protecting or supporting the interests of any Member of the Association, provided the Executive Committee shall consider that in so doing they are acting in the general interests of traders engaged in carrying on the trade of the Member so supported.
43. The Executive Committee shall submit to each AGM a Report and Statement of Accounts, which Statement shall have been previously audited by the Auditor or Auditors of the Association

Notices

44. All notices to be given under the provisions of these Rules shall be sent by e-mail, and if given to the Association, shall be addressed to the Director at the Office of the Association, and if given to Members shall be addressed to each Member at their registered business address.
45. The non-receipt by any Member of the Association, or any Member of any Committee of the Association, of notice of any General Meeting or Meetings of such Committee shall not invalidate the proceedings of such Meetings.

Winding Up of the Association

46. The Association may be wound up upon passing of a resolution to that effect by a majority of three quarters of the Members of the Association present and voting at a General Meeting of which not less than twenty-one days’ notice has been given specifying the intention to propose such a resolution.
47. No part of any excess of receipts over expenditure shall in any circumstances during the existence of the Association be divisible among the Members or receivable by them as profits.
48. In the event of dissolution all surplus funds and property of the Association shall be used in such a manner and for such purposes as may be specified in the resolution for the winding up of the Association or, failing such shall be returned after payment of all outstanding creditors to the persons, partnerships, firms or limited companies who are Members at the date of dissolution and have paid all subscriptions and other monies due to the Association; any refunds to be made in like proportion to the

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