DRONE DELIVERY GROUP REGULATIONS - ARPIL 2020
The Drone Delivery Group shall in each year hold an Annual General Meeting in addition to any other meeting held in that year and shall specify the meeting as such on notices calling it. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
1.1.1 If, within 15 minutes of the time appointed for the holding of a General Meeting, the quorum of 30 Members is not present, the meeting shall stand adjourned to a date/time not more than 60 days later. If, at the adjourned meeting, a quorum of 30 Members is not present within 15 minutes from the time appointed for the meeting, the Members present shall be a quorum.
1.1.2 The Chair or, in his/her absence, the Chair of the Board, shall preside as chair at every General Meeting, but if neither is present and willing to preside within 15 minutes after the time appointed for holding the meeting, the Members present shall choose a Member of the Board, or if no such Member of the Board is present or if all the Members of the Board present decline to take the chair, they shall choose a Member present to preside.
1.1.3 The Board may, if it sees fit, permit non-Members to attend General Meetings of the Group and, with the permission of the chair of the meeting, to speak, but not to vote.
1.1.4 The Chair of the meeting may, with the consent of the meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business that might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 30 days or more, at least seven clear days’ notice shall be given to Members specifying the time and place of the adjourned meeting and the general nature of the business to be transacted.
1.1.5 A resolution put to the vote of the meeting shall be decided on a show of hands or via a digital poll unless before, or on the declaration of the result of the show of hands a poll is demanded. A poll may be demanded:
- by the Chair of the meeting; or
- by at least one-third of the Members entered in the Register of Membersand having the right to vote at the meeting.
A demand by a person as proxy for a registered Member will be the same as a demand by the registered Member him/herself.
1.1.6 Unless a poll is demanded, a declaration by the Chair of the meeting that 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 is made in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
1.1.7 The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the Chair of the meeting. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
1.1.8 A poll should be taken as the Chair of the meeting directs and the Chair may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
1.1.9 In the case of an equal number of votes, whether on a show of hands or on a poll, the Chair of the meeting shall be entitled to a casting vote in addition to any other vote he/she may have.
1.1.10 A poll demanded on the election of the Chair of the meeting or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at a time and place as directed by the Chair of the meeting, not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
1.1.11 No notice needs to be given of a poll not taken immediately if the time and place at which it is to be taken is announced at the meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given, specifying the time and place at which the poll is to be taken.
1.1.12 The proceedings at any meeting or on the taking of any poll shall not be invalidated by reason of any accidental informality or irregularity in the convening thereof or otherwise for any want of qualification in any of the persons present or voting at that meeting.
2.1 On a show of hands or positive digital vote, every Member present in person shall have one vote. On a poll, every Member present in person or by digital vote shall have one vote.
2.2 No Member shall be entitled to vote at any General Meeting unless they are a Subscribing or Committee Member.
2.3 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chair of the meeting whose decision shall be final and conclusive.
2.4 Proxy voting is not permitted as digital facilities will be provided at every meeting.
The Group's Board consists of directors and also charity trustees with all the associated legal responsibilities. All the directors except the Chairman and Chief Executive are non-executive and unpaid. The Regulations give the Board authority to exercise all the powers of the Group. As charity trustees, the Board is entrusted with the management and administration of the charity. The day to day operational management of the Group and development of its strategy is delegated to the Chief Executive supported by the board and management team. The Chairman of the Board is elected by the Board to serve for up to a five year term which is renewable. The Chief Executive is the only Executive Board Member and is responsible for the strategic development and operational management of the Group within the framework set by the Board. This is further delegated as applicable to the Senior Leadership Team under their respective portfolios.
The role of the Board can be summarised as:
- setting the broad strategic framework for the Group;
- ensuring good governance of the Group, including that it acts within the Regulations, Charity Commission requirements and good practice and meets its other legal obligations;
- satisfying itself that the activities of the Group are in accordance with the agreed strategic direction;
- ensuring that the Chief Executive has the capacity and resources to meet the Group’s objectives;
- determining the budget, reviewing financial performance and ensuring that effective financial control and risk management systems are in place;
- reviewing operational performance regularly.
The Drone Delivery Group follows the same requirements as directors of companies for its Board Members, namely:
3.2.1 General duty to act within the Regulations;
3.2.2 Duty to promote success of the company;
3.2.3 Duty to exercise independent judgment;
3.2.4 Duty to exercise reasonable care, skill and diligence;
3.2.5 Duty to avoid conflicts of interest;
3.2.6 Duty not to accept benefit from third parties;
3.2.7 Duty to declare an interest in a proposed transaction.
The Board is expected to exercise its judgment in “good faith” and paying due care, having obtained advice and information from the Chief Executive and external professional advisers as necessary.
The Board may appoint Senior Leaders to which it can delegated certain functions. More information on the role of these committees are in later sections of these Regulations.
4.1 General Competencies required of Board Members
4.1.1 Strategic direction – able to contribute to realising the vision, values and purpose for the Group, and to ensure the Group has the resources – people and financial – to achieve its goals. A person with the ability to think and plan ahead strategically.
4.1.2 Demonstration of broad HR and business leadership skills and acumen.
4.1.3 Business judgement – able to weigh evidence and analyse ideas before reaching an independent and objective conclusion, including an understanding of financial information at a complex business level, assimilating information quickly and effectively.
4.1.4 Governance – able to ensure the Group is governed with integrity and probity, and bringing those qualities, independence and an appreciation of charity governance to the role.
4.1.5 Relationships – able to work supportively and build team cohesiveness with fellow Board Members and the Senior Leadership Team, while at the same time, constructively probing, challenging and adding value to the strategic direction, decision-making and performance of the Group. In addition, Members of the Board:
- must prepare for and attend meetings;
- must be able to hold office for at least one term of three years. Terms are renewable subject to re-election by the Group’s Board or Members in General Meeting;
- must abide by the Group’s policies on conflict of interest, matters of confidentiality and Board ground rules and behaviours;
- must be eligible to serve as a charity trustee and director and execute the Trustees’ undertaking;
- are not able to act in a representational capacity (this recognises the fact that membership of the Board carries with it collective responsibility).
In summary, the trustees are entrusted with directing the affairs of the Company, ensuring that it is solvent, well run and delivering the charitable outcomes for the benefit of the public for which it has been set up. Trustees must ensure that the charity complies with charity law, with the requirements of the Charity Commission as regulator and that it does not breach any of the requirements of rules set out in its Regulations.
It is also a rule of charity law that a charity trustee should not benefit from their charity or place themselves in a position where their duty as a charity trustee could conflict with their personal interest. There is a separate section on conflicts of interest within these Regulations. By Section 178 of the Charities Act 2011, a person is disqualified from acting as a charitable trustee if he or she:
- has an unspent conviction for any offence involving dishonesty or deception;
- is an undischarged bankrupt;
- has made a composition or arrangement with creditors (for example, entered into an Individual Voluntary Arrangement [IVA] or a creditors’ voluntary arrangement);
- has been removed from the office of trustee of a charity by an order made by the Charity Commission or the High Court on grounds of misconduct or mismanagement of a charity;
- is disqualified from acting as a company director.
The primary purpose of the Chairman of the Board (Chair) is to provide strong leadership and direction to the Group’s Board and its committees, ensuring that it operates to the highest standards of governance. Working closely with the Chief Executive, the role requires a natural leader and skilful communicator.
The Chair is elected by Board to serve for a term of five years and may be re-elected to serve further terms in office. The principal responsibilities of the role will include:
- Chairing the Group’s Board meetings, held on a bi-annual basis;
- ensuring the Board works effectively in setting and achieving the Group’s strategy;
- promoting a culture of discussion, balanced participation by all Board Members and collective decision-making;
- ensuring that the Board fulfils it's responsibilities in the governance of the Group and it is run in accordance with their decisions, its Regulations and appropriate legislation;
- liaising with the Secretary to the drafting of agendas for Board meetings;
- calling on additional advice where required to facilitate Board decision-making with regard to charity or related compliance;
- supporting the setting of the Chief Executive’s objectives and the management of his/her performance as well as approving the CEO’s remuneration and contractual arrangements;
- establishing a strong and open relationship with the Chief Executive and providing leadership and support by demonstrating expertise and insight into the purpose, strategy and values of the Group;
- ensuring the effectiveness of the Board as a whole is reviewed on an annual basis, and that regular conversations take place with individual Board Members on their contribution and impact;
- ensuring effective Board renewal and succession management;
- ensuring stakeholders are kept adequately informed of affairs of the Group and have confidence in the oversight provided by the Board.
The successful candidate will need to demonstrate leadership skills gained at a senior level and ideally have held a position on the decision-making body of an organisation whether in the private, public or voluntary sector. The candidate is also likely to work in the field of people management and development and should be in touch with the latest developments in this sphere.
The successful candidate must possess the skills and experience to lead and inspire the Board in an engaged and informed manner. It is also important that the candidate acts with high integrity and demonstrates the Group’s values:
- purposeful, agile, collaborative and expert;
- in his/her professional life;
-demonstration of commitment and accountability.
The Chair should be able to spend around two to three hours a week on Group affairs. He/she would not be expected to hold another Group office during the five-year term of office.
Subscriber membership requires an only an interest in the industry and adherence to the rules and Regulations surrounding membership. Subscriber membership is free and can be cancelled in writing by either the Member, the Board or the Chairman for any reason and without notice.
Committee Membership is a recognised grade of membership for industry professionals and academics who have met a set of criteria based on their contribution, researching, developing and/or facilitating the acquisition of knowledge and skills in a defined area of the drone industry.
Further details are set out in the Membership Criteria which will be reviewed by the Board from time to time.
Board Member is a recognised grade for a member elected to the Board of the Group.
8.1.1 As the Group’s membership continues to grow and comprises many who are employed or self-employed in selling professional services to a variety of organisations, inevitably the proportion of the Group’s active membership whose interests could come in conflict with it increases. Such interests, particularly service on Committees provide access to information about the Group, its Intellectual Property and its operations. Members must treat with discretion information obtained as a result of their involvement with the Group. The possibility of information being used for purposes which might conflict with, or prejudice the aims, objects and interests of the Group must be recognised and declared.
8.1.2 Information about the Group and all its activities of all kinds held by virtue of any Member’s participation in Group activities shall be treated as confidential and shall be used solely for the purpose of the Group and its Members. In particular, confidential and proprietary information shall not be used by any Member for their own and/or the Group’s benefit and shall not be passed to any other person, firm or organisation, except to the extent that it is meant and approved for public dissemination.
8.1.3 Members must not derive financial gain from their work with the Group, either at all if they are Members of the Board or, in all other cases, except as a result of open competition in a transparent and fair procedure.
8.1.4 For the protection of their own personal reputations as well as for the Group’s position, it is important that the Group is not and is seen not to be favouring a Member by virtue of that Member’s active involvement in any official position in making appointments or awarding contracts. These Regulations reflect that need and do not imply any lack of propriety on the part of existing or former active Members on whose hard work, without reward, and commitment the Group depends. At the same time such work must not result in Members finding themselves in embarrassing situations of conflict of interest. The purpose of the Regulations is to prevent that from happening.
The following rules form the Group's constitutional position:
- no income of the Group shall be paid by way of profit to Members;
- with the exception of the Chief Executive, no Member of the Board shall be appointed to any paid office of the Group or receive any remuneration or other benefit in money or money’s worth from the Group;
- reasonable and proper remuneration may be paid to any Member, officer or servant of the Group not being a Member of the Board;
- interest on money lent and rent for premises demised or let by a Member of the Group may be paid in certain circumstances;
- fees, remuneration or other benefits may be paid to a company of which a Member of the Board may be a Member holding no more than 1/100th part of the capital of the company;
- reasonable travelling, hotel and other out-of-pocket expenses may be paid to Members of the Board and Committees;
- provisions in respect of Directors’ indemnity insurance may be paid in certain circumstances.
8.3.1 A Member of the Group who is invited to hold or who holds an appointment or is involved in any way with an appointment or the arranging or operation of a contract concerning the Group must declare any interest that he/she may have in relation to the appointment or contract itself or to the people or organisation making the appointment or to whom the contract may be let. That declaration of interest must be made at the meeting of the Board or Committee as appropriate, or otherwise in writing as soon as the individual Member becomes aware of a current or impending relationship between the Group and the people or organisation concerned.
8.3.2 The appropriate part of the Group, on receiving the declaration of interest, shall decide on the action to be taken vis à vis the Member concerned. That decision may include a declaration that the Member concerned may not, during the currency of the interest that has been declared, serve on the body or bodies responsible for the work undertaken. Under no circumstances shall a Member, having declared an interest, vote on any decision-making about the conclusion or operation of a contract in which he/she is directly or indirectly interested.
8.3.3 It is the duty of every Member, particularly those on the Board or Committees, to bring the foregoing requirements to the attention of any non-Member to whom they might apply e.g. in the case of Forums.
8.3.4 Members of the Board and Committees will be expected not to pitch for Group business. Where they or their organisations do so, the Member concerned will ensure open competition in a visible procedure that will require the approval of the Chief Executive. This may be refused, particularly where the Member holds a senior office within the Group and/or is a proprietor, director or influential person within their organisation.
9.4.1 In applying these criteria, there are at least three situations where their strict application would not be appropriate:
- The first of these is a general exclusion for the trading activity carried out through Drone Delivery Group Limited. In the day-to-day invitations to prospective clients, it would be inappropriate to seek competitive tenders. The Board of the Group should therefore ensure that the spirit of these criteria is followed in that they are satisfied that improper influence or undue bias is not brought to bear in selecting those who undertake paid work on behalf of the company at this day-to-day level. Where the company is engaged in major contractual relationships e.g. selection of distributors, joint ventures etc, the Board of the Group must take particular care to ensure that transparent and fair criteria are followed.
- The second exclusion concerns the case of a ‘sole supplier’. There are occasions where a body or individual has highly specialist expertise and it is that expertise which the Group wishes to utilise. Where such an example applies it will be for the Member concerned to ensure that a visible procedure is adopted that will require the approval of the Chief Executive. Reference to the award of a contract in these circumstances will be made in the operations report of the management team, which the Chief Executive will present to the next meeting of the Board.
The Group is actively involved in developing links and joint activities with many other bodies, which can add to its influence and impact. Many of the Group’s serving active Members are involved in voluntary or contractual relationships with such bodies. In circumstances where joint activity is undertaken in which another institution is responsible for part-funding and in which that institution expresses a firm preference for a potential supplier, then that preference should be given strong weight in any decision-making, irrespective of the ‘active Member’ status of the potential supplier.
As the professional body for the Drone Industry, the Drone Delivery Group is the voice of a worldwide community committed to championing the development of the industry and to producing guidance on key industry issues in the form of White Papers. The Group sets high professional standards of entry for Committee Membership and is proud to welcome interested parties to join as Subscribing Members. The Group requires all of Members to adhere to the standards and behaviours (‘obligations’) set out in this Code of Professional Conduct. These obligations are grouped into principles of Professional Competence and Behaviour, Ethical Standards and Integrity.
They apply universally, regardless of size, sector or specialism, and the membership commits all Members to upholding and maintaining these. The Group takes concerns regarding alleged breaches of the Code very seriously. In order to consider allegations of misconduct, Investigation and Conduct procedures apply and these are set out in the next section of these Regulations.
Members of the Drone Delivery Group shall:
- maintain professional knowledge and competence to ensure they provide a professional, up to date and insightful contribution to white papers;
- seek appropriate support if business needs require involvement in new areas of activity;
- accept responsibility for their own professional actions and decisions;
- apply professional high standards of relevance, accuracy and timeliness in the information and advice they provide to stakeholders and contribute to white papers.
Members of the Group shall:
- establish, maintain and develop business relationships based on confidence, trust and respect;
- exhibit and role model professional and personal integrity and honesty at all times;
- demonstrate and promote sensitivity for the customs, practices, culture and personal beliefs of others;
- champion employment and business practices that promote equality of opportunity, diversity and inclusion and support human rights and dignity;
- safeguard all confidential, commercially sensitive and personal data acquired as a result of business relationships and not use it for personal advantage or the benefit or detriment of third parties;
- always act in a way which supports and upholds the reputation and values of the industry;
- uphold their responsibilities as professional people towards the wider community;
- comply with prevailing laws and not encourage, assist or collude with others who may be engaged in unlawful conduct, taking action as appropriate;
- be mindful of the distinction between acting in a personal and professional capacity;
- exhibit personal leadership as a role model for maintaining the highest standards of ethical conduct.
The Drone Delivery Group is able to establish, promote and monitor standards of competence, good practice, conduct and ethics. The Group's Code of Professional Conduct (‘Code’) sets out the obligations of professional conduct and ethical behaviour relating to the maintenance of these obligations. The Code, Investigation Procedures and Conduct Procedures only apply to individuals who are Members of the Group at the time the Complaint is raised. When a potential breach of the Code comes to the Group's attention, the allegations are dealt with under the Investigation Procedures and reviewed by the Board which will deal with the matter under the Group’s Conduct Procedures.
In establishing these procedures, the Group has incorporated a number of key elements to ensure that:
- procedures are fair and reasonable to all the parties involved with proceedings intended to be inquisitorial rather than adversarial;
- procedures are conducted expeditiously and with thoroughness, with the Group responsible for prosecuting cases under the Conduct Procedures;
- the exchange of communications is committed courteously at all times.
- Conduct proceedings are only invoked where a Member appears, from the evidence obtained during the Procedures, to have demonstrated conduct that is in breach of the Code;
- Conduct Panels operate independently from the Board of the Group;
- Members found to have breached the Code will have their Membership discontinued and may be barred from re-applying for up to 5 years;
- there is an appropriate balance between transparency, timeliness of disclosure and maintenance of confidentiality.
The Group recognises and designates individuals and organisations. A Member is not automatically accountable if their organisation departs from expected standards or accepted practices. In order for there to be a breach of the Code, there should be a demonstrable element of discredit upon the Member’s behaviour. The approach of the Group is that establishing a case for action, the degree of any departure from the Group Code is taken into account. It is not the role of the Group to review or act in an appellate capacity over decisions made in other related proceedings (legal or otherwise, including employment, recruitment or disciplinary disputes).
The Group recognises that there are two sides to every story and the process of raising allegations or responding to an investigation can cause anxiety for both parties. In operating these procedures, dialogue or behaviour which is considered offensive or intimidating may delay the outcome while action is considered, which can include the abandonment of proceedings. During a disciplinary dispute, at no time will it be acceptable to make direct or social media contact with the members in question or those connected with them outside of the professional communication channels.
All records connected with the operation of these procedures are confidential, including documentation generated by the Group and all documents provided by a complainant, Member or a third party if these are not already in the public domain. All parties are expected to respect this and should be aware that any breach of confidentiality may affect the Group proceedings and could in serious cases lead to legal action for such a breach.
The following definitions apply in these Regulations:
'Board': the Board of the Group as from time to time constituted in accordance with the Regulations.
'Code of Professional Conduct': the Group’s set of rules which sets out the standards of professional behaviour to which a Member must adhere;
'General Meeting': a virtual or physical meeting of the Drone Delivery Group Members as prescribed in the Regulations;
'Group': the Drone Delivery Group Limited whose registered office is at Swift House Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, England, CM1 1GU | Reg No: 12441309
'Intellectual Property': copyright, database rights, rights in confidence, rights in passing-off, rights to domain names, registered and unregistered designs, trademarks, patents or other industrial or intellectual property together with any current or future applications for any registrable items of the foregoing;
'Member': any person, organisation or body which has been granted subscriber, committee or board Membership of the Group.
'Register of Members': a digital record of contact details, professional details, Membership level and history of notable activity within the Group.
'Regulations': the regulations passed by the Board as set out in full on the Group's website here.
Drone Delivery Group Limited
Swift House Ground Floor
18 Hoffmanns Way
Reg No: 12441309