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BRITISH FROZEN FOOD FEDERATION
(“the Company”)

RULES v1.0

These rules have been adopted by the directors of the Company in accordance with article 17 of the Company’s articles of association (“the articles”).

Unless the context requires otherwise the definitions in the articles shall apply to these Rules. For the avoidance of doubt, in these Rules: –

“Member” means Voting Members and Non-Voting Members
“Voting Members” has the meaning given in section 112 of the Companies Act 2006.

 

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1. Membership

1.1 There shall be 6 categories of membership, and a business must belong to 1 of the 6 categories before they shall be admitted as a Member. No Member can be admitted in more than one category.

 

Voting Members

 

1.1.1. Wholesalers: Wholesaler and Wholesaler Buying Group Members shall be principally engaged throughout the year in the distribution of quick-frozen foods to retailers and/or catering establishments not owned or controlled by themselves.

 

1.1.2. Producers: Producer Members shall be principally engaged throughout the year in the processing of quick-frozen foods.

 

1.1.3. Importers: Importer Members shall be regularly engaged as “principals” in the importation of quick-frozen foods.

 

1.1.4. Brokers: Broker Members shall not be engaged as principals, but as brokers or agents for the importation of quick-frozen foods.

 

1.1.5. Retailers: Retail Members shall be substantially engaged in the sale of quick-frozen foods to the public.

 

Non-Voting Members

 

1.1.6. Associate Members: Associate Members shall be firms engaged in the manufacture and/or distribution of equipment and materials used in the processing, distribution or storage of frozen foods or firms providing services to the frozen food industry.

 

1.2 Only Voting Members shall have the rights ascribed to members under the articles. Each Voting Member shall be entitled to 1 vote.

 

1.3 Non-Voting Members shall not have the benefit of any of the rights or benefits ascribed to the members within the articles and shall not be entitled to attend general meetings of the Company unless authorised to do so by the directors under article 27 of the articles. For the avoidance of any doubt, Non-Voting Members shall never be entitled to vote in respect of any issue or decision reserved for the members of the Company under the articles.

 

1.4 If a business wishes to become a Member, they shall complete an application for which is available from the Company’s head office. The application fee is £200, which is non-refundable and the application form must give the information specified on the form including the category of membership to which the business wishes to be admitted.

 

1.5 Applications for membership will be approved by the person who heads up the membership team and the Chief Executive will keep the directors informed of new members and resignations. The directors shall delegate responsibility for approving an application for membership under the articles to the person who heads up the commercial function who must unanimously agree in respect of such applications. If the person who heads up the commercial function and the Chief Executive are unable to agree in relation to an application for membership the matter will be referred to the chairman of the board of directors whose decision will be final.

 

1.6 The Chief Executive may reject applications for membership in their sole discretion but shall be obliged to reject an application for membership if the applicant does not comply with the criteria for the category of membership applied for, if there is any reason to suggest that the applicant will not be able to pay the membership fee or if there is any reason to suggest that the admission of the applicant as a Member would damage the reputation of the Company.
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3. Directors

3.1. No person shall be entitled to be a director of the Company unless they are a Voting Member or an approved representative of a Voting Member.

3.2. Depending on the requirements and focus of the business ideally the Board would consist of:

3.2.1. The Chief Executive of the Company;
3.2.2. The BFFF President;
3.2.3. The chair of the Audit Committee either as a Director or co-optee;
3.2.4. A retailer representative;
3.2.5. Large producer;
3.2.6. Medium size producer;
3.2.7. Small producer;<
3.2.8. Major wholesaler;
3.2.9. Wholesaling buying group; and
3.2.10. Independent wholesaler.
3.2.11. Up to two representatives from any of the categories in this section

The Company shall have the flexibility to change the make up at any time in order to bring the relevant skill set and experience onto the Board, with the option to co-opt an additional 2 members if required.

3.3. If the Company does not receive enough nominations to enable the board of directors to be as outlined above the existing board of directors shall review the position and come to a decision as to how the board of directors shall be made up.

3.4. The board of directors shall be reviewed at each annual general meeting and directors shall serve terms of a maximum of 3 years as agreed between the board and individual director other than the chief executive who is subject to annual review by the Board and any performance issues would be addressed by the Board, as they arose, or at the annual review and therefore the chief executive does not need to seek re-election.

3.5. At each annual general meeting the Voting Members shall be informed of the directors who are standing for re-election, ideally 3 directors, and of those Voting Members who are standing for election as a director. The Chief Executive and the board of directors shall nominate Voting Members to stand for election as a director. However, the Voting Members shall also be given the opportunity to nominate an individual to stand as a director. Each individual nominated by a Voting Member must be proposed and seconded and must, in the opinion of the board of directors, fulfil the necessary criteria to become a director of the Company. The board of directors shall have the right to block any nomination made by a Voting Member. Where more nominations than places available are received, a vote of the Voting Members shall be held, and the replacement directors shall be elected by simple majority.

3.6. Directors are entitled to be elected for a second term but shall only be entitled to serve a third term in exceptional circumstances where such approach is recommended by the directors by a simple majority.

3.7. No Member shall ideally have more than 1 representative on the board of directors unless there are exceptional circumstances such as the Chair of the Audit Committee being from the same company. If a director ceases to belong to a Member of the Company, or changes Member, then he shall resign his position as a director with immediate effect.

3.8. The directors shall at all times conduct themselves in line with the Trade Association Governance on General Management, which can be found at Leadership & Governance | Trade Association Forum

3.9. Directors’ expenses shall only be paid if approved by the Chief Executive in his sole discretion.

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5. Subscriptions

5.1 The directors shall set the membership subscriptions for each relevant category of membership annually and such fees will be reviewed when renewals are due. The subscription structure and banding for members will be available to all voting members on request.

5.2 Members will join the Federation on an annual basis, and their subscription will begin for one year from the date of joining.

5.3 Membership subscriptions for the whole year shall be paid by cheque, BACS or credit card on the day of joining or the date the renewal is due.

5.4 If a member fails to pay their subscription fee in respect of any year the board
of directors reserves the right to remove them as a member of the Company in accordance with the articles.

Board Approved: 1st February 2023

Member Benefits

Exclusive Partnership deals on key products and services:

  • BFFF energy deals and rates
  • Vypr member deals and introduction
  • Defib Plus deals
  • Company Shop – membership
  • Mentor – MHE training health check

Exclusive access to networking opportunities and events:

  • Meet the Buyer events (retail & foodservice)
  • Annual Business Conference with networking dinner
  • Specialist H&S and Technical Conferences
  • Special interest groups (packaging, frozen food temperatures)
  • Annual Lunch
  • Awards Night
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We offer a range of sponsorship opportunities to BFFF members across our events throughout the year, with flexible packages that can be tailored to suit your business objectives.

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