1.1 Name. The name of the organisation shall be British Association of Drone Operators, hereinafter referred to as “BADO” or “the Association”.

1.2 Status. BADO is a member-based, not-for-profit association established to represent and support professional drone operators and related organisations throughout the United Kingdom.

1.3 National Scope. BADO operates on a national basis and provides services, guidance, representation, information and sector standards to members and stakeholders throughout England, Scotland, Wales and Northern Ireland.

1.4 Governing Document. BADO shall be governed by this Constitution, together with any rules, policies, codes of conduct or regulations properly adopted in accordance with this Constitution.

2.1 To represent professional drone operators and provide a collective national voice for the sector.

2.2 To promote safe, lawful and responsible drone operations throughout the United Kingdom.

2.3 To develop, promote and maintain industry standards, good practice and guidance relating to drone operations.

2.4 To provide education, training, information and guidance relating to drone operations and associated regulatory requirements.

2.5 To liaise with public bodies, regulators, landowners, training organisations, industry bodies and other relevant stakeholders on matters affecting drone operations.

2.6 To maintain, where appropriate, a national directory or register of professional drone operators and other relevant members.

2.7 To support members in understanding and complying with applicable Civil Aviation Authority requirements, regulatory obligations, land access considerations and operational requirements.

2.8 To promote and advance the legitimate interests of the UK drone sector and contribute to its safe, responsible and sustainable development.

2.9 To undertake any other lawful activities that are reasonably incidental or conducive to achieving the objectives of BADO.

3.1 BADO shall operate on a not-for-profit basis.

3.2 No part of the income, profits or assets of BADO shall be distributed to any member by way of dividend, profit share or other distribution arising solely from membership.

3.3 No member shall have any right or entitlement to participate in or receive any distribution of the profits or assets of BADO solely by virtue of being a member.

3.4 All income, membership fees, grants, sponsorship, donations, subscriptions and other funds received by BADO shall be applied solely towards the furtherance of its objectives.

3.5 Nothing in this Constitution shall prevent BADO from making reasonable payments:

• for goods or services properly supplied to BADO;
• for reasonable expenses properly incurred on behalf of BADO;
• for professional, administrative, operational, management or other services properly provided to BADO; or
• for other legitimate expenditure incurred in furtherance of the objectives of BADO.

3.6 A member of BADO, including a member of the Executive Committee, may be employed by BADO or engaged by BADO to provide services where the Executive Committee considers that such employment or engagement is in the interests of BADO and is reasonably necessary or beneficial to the achievement of its objectives.

3.7 A member of the Executive Committee who is employed or engaged by BADO may receive a reasonable salary, wage, fee or other remuneration for genuine services actually provided to BADO, provided that:

• the remuneration is reasonable in relation to the services provided and the responsibilities undertaken;
• the arrangement is properly authorised and recorded;
• the person receiving the remuneration takes no part in the decision to approve or determine their own remuneration;
• any actual or potential conflict of interest is declared and appropriately managed; and
• the payment does not constitute a distribution of BADO's profits or assets to that person by reason of their membership.

3.8 Upon dissolution of BADO, any remaining assets, after the settlement of all lawful liabilities, shall be transferred to another not-for-profit organisation or body having objectives similar to those of BADO and shall not be distributed amongst the members.

4.1 Membership shall be open to professional drone operators, companies, training organisations and other relevant individuals, organisations and industry bodies operating within, or having a legitimate connection with, the United Kingdom drone sector.

4.2 The Executive Committee may establish different categories of membership and determine reasonable membership subscriptions for each category.

4.3 Different membership categories and subscription levels shall not affect the voting rights provided for under Section 5 of this Constitution.

4.4 Every member shall, as a condition of membership, agree to comply with this Constitution and with any properly adopted rules, policies or codes of conduct of BADO.

4.5 The Executive Committee may establish reasonable procedures governing applications for membership, renewal of membership, suspension and termination of membership, provided that such procedures are consistent with this Constitution.

4.6 Membership shall not of itself confer any ownership interest in the assets of BADO.

5.1 Every member of BADO shall have one vote and no member shall have more than one vote.

5.2 The voting entitlement of a member shall not be increased or reduced by reference to:

• membership category;
• subscription level;
• company size;
• commercial status;
• number of employees;
• turnover;
• length of membership; or
• any other characteristic of the member.

5.3 The principle of one member, one vote shall apply to all matters requiring approval by the membership, including:

• elections;
• constitutional amendments;
• appointment or removal of officers where applicable;
• dissolution; and
• other matters submitted to a general meeting for decision.

5.4 Proxy voting may be permitted, provided that the Executive Committee establishes reasonable procedures governing the appointment and use of proxies.

5.5 Unless otherwise provided by this Constitution, decisions at a general meeting shall be determined by a simple majority of votes properly cast.

6.1 BADO shall be governed and administered by an Executive Committee, which shall be responsible for the strategic direction and proper administration of the Association.

6.2 The Executive Committee shall consist of:

• a Chair;
• a Vice-Chair;
• a Secretary;
• a Treasurer; and
• up to six additional Committee Members.

6.3 The persons who establish and adopt this Constitution shall be recognised as the Founding Executive Committee of BADO.

6.4 The initial members of the Executive Committee shall hold office for a period of five years from the date of adoption of this Constitution and may thereafter stand for re-election.

6.5 Following the initial founding period, Executive Committee members shall serve terms of five years and may be re-elected.

6.6 The Executive Committee shall be accountable to the membership and shall exercise its powers in accordance with this Constitution, the Articles of Association where applicable, and applicable law.

6.7 The Executive Committee shall have responsibility for:

• strategic direction;
• financial oversight;
• policy development;
• member engagement;
• regulatory liaison;
• industry representation;
• operational management;
• development of standards and guidance; and
• such other matters as are reasonably necessary to achieve the objectives of BADO.

6.8 The Executive Committee may establish sub-committees, working groups and other bodies as it considers necessary or desirable for the proper administration of BADO.

6.9 The Executive Committee may appoint members to specific roles and may allocate responsibilities amongst its members.

6.10 A vacancy arising within the Executive Committee between general meetings may, where permitted by law and the Articles of Association, be filled by the remaining members of the Executive Committee until the next general meeting at which the appointment may be confirmed or otherwise dealt with.

6.11 An Executive Committee member shall not be removed from office under this Constitution merely because a member or members disagree with a particular policy, decision or action of the Executive Committee, provided that the Executive Committee member continues to act lawfully and in accordance with this Constitution.

6.12 A proposal to remove an Executive Committee member who is not subject to a statutory removal procedure shall require the support of members representing not less than 20% of the membership entitled to vote before a general meeting is required to consider the matter.

6.13 Any proposal for removal shall:

• state the grounds upon which removal is proposed;
• be provided to the Executive Committee member concerned;
• provide that member with a reasonable opportunity to respond; and
• be considered at a properly convened general meeting.

6.14 Except where applicable law requires otherwise, removal of an Executive Committee member who is not subject to a statutory removal procedure shall require a two-thirds majority of members voting at the general meeting.

6.15 Nothing in this Constitution shall restrict any statutory rights of members or directors under applicable company law.

6.16 Where an Executive Committee member is also a director of BADO, any removal from directorship shall be conducted in accordance with the Companies Act 2006 and the Articles of Association of BADO.

6.17 Removal from the Executive Committee or from office as a director shall not, of itself, terminate any separate employment contract, consultancy agreement or other contract for services between that person and BADO.

6.18 The founding members and subsequent Executive Committee members shall be entitled to exercise their functions for the full duration of their appointed term, subject to this Constitution, the Articles of Association, applicable law and any properly exercised statutory power of removal.

6.19 The Executive Committee shall act collectively and no individual member, including the Chair, shall have authority to bind BADO except where such authority has been properly delegated.

6.20 The Executive Committee shall act in the interests of BADO and in furtherance of its objectives.

7.1 BADO shall hold an Annual General Meeting (AGM) once in each calendar year.

7.2 The business of the AGM shall ordinarily include:

• receiving an annual report from the Executive Committee;
• receiving an annual financial statement;
• considering matters properly placed before the meeting;
• conducting elections where required; and
• considering any proposed constitutional amendments.

7.3 Additional general meetings may be called by:

• the Executive Committee; or
• a written request signed by not less than 10% of the membership entitled to vote.

7.4 Members shall be given reasonable notice of general meetings and the business to be considered.

7.5 Decisions shall be made by simple majority unless this Constitution expressly requires a higher majority.

7.6 The Chair shall ordinarily preside over general meetings. In the absence of the Chair, the Vice-Chair shall preside, or the members present may appoint another person to chair the meeting.

7.7 The Executive Committee shall determine reasonable procedures for establishing a quorum for general meetings, provided that such procedures do not conflict with the rights of members under this Constitution.

8.1 BADO shall maintain accurate and appropriate financial records.

8.2 BADO shall maintain a bank account or accounts in the name of the organisation with an appropriate regulated financial institution.

8.3 The Treasurer shall have responsibility for overseeing the financial administration of BADO and shall prepare an annual financial statement for presentation to the AGM.

8.4 Membership subscriptions, grants, sponsorships, donations and other income shall be applied solely towards the objectives and proper administration of BADO.

8.5 The Executive Committee shall establish appropriate procedures for authorising expenditure and payments.

8.6 BADO shall maintain appropriate records of income, expenditure, assets and liabilities.

8.7 Where required by law or by the circumstances of BADO's legal structure, financial statements or accounts shall be independently examined, audited or otherwise reviewed by a suitably qualified person.

9.1 BADO operates on a national basis throughout the United Kingdom, comprising England, Scotland, Wales and Northern Ireland.

9.2 BADO currently has more than 25 members across the United Kingdom, comprising professional drone operators, companies and other relevant organisations within the UK drone sector.

9.3 BADO maintains membership and representation extending beyond a single locality or region and operates as a national association serving members and stakeholders throughout the United Kingdom.

9.4 BADO's national activities include, without limitation:

• national safety guidance;
• industry standards and good-practice guidance;
• public education and information;
• regulatory and stakeholder liaison;
• professional development and training;
• maintenance of a national operator directory; and
• representation of members on matters affecting the UK drone sector.

9.5 BADO engages with public authorities, regulators, local authorities, land management organisations, training providers, industry bodies, commercial organisations and other relevant stakeholders throughout the United Kingdom.

9.6 BADO's membership, geographical reach, activities and sector representation demonstrate that it operates as a substantial national association within the UK drone sector.

9.7 BADO's membership and activities are publicly represented through its website and other public-facing communications, including its published membership information and details of the services and activities undertaken by the Association.

10.1 Any Committee Member who has a direct or indirect personal, financial or commercial interest in a matter being considered by the Executive Committee shall declare that interest.

10.2 The Executive Committee may determine whether the member concerned should withdraw from discussion or voting on the matter.

10.3 Any material conflict of interest and the action taken in response shall be appropriately recorded.

11.1 Amendments to this Constitution may be proposed by:

• the Executive Committee; or
• any member entitled to vote.

11.2 Any proposed amendment shall be notified to members in advance of the general meeting at which it is to be considered.

11.3 An amendment to this Constitution shall require approval by a two-thirds majority of members voting at a general meeting, unless a higher threshold is expressly required by law.

11.4 No amendment shall be made that would cause BADO to cease operating on a not-for-profit basis or would remove the principle of one member, one vote, unless such amendment is required by law and is approved in accordance with the applicable legal requirements.

12.1 BADO may be dissolved by a resolution approved by a two-thirds majority of members voting at a general meeting called specifically for that purpose.

12.2 Upon dissolution, all outstanding liabilities and lawful debts of BADO shall first be settled.

12.3 Any remaining assets shall be transferred to another not-for-profit organisation or body whose objectives are substantially similar to those of BADO.

12.4 No remaining assets shall be distributed amongst the members or otherwise paid to members by reason of their membership.

13.1 If any provision of this Constitution conflicts with applicable law, the applicable law shall prevail to the extent of the conflict.

13.2 The remaining provisions of this Constitution shall continue to have effect.

13.3 Any matter not expressly provided for in this Constitution shall be determined by the Executive Committee, subject to this Constitution and applicable law.