THE WIGHT BID

Transcription

1 THE WIGHT BID A Tourism Business Improvement District for the Isle of Wight Business Plan Supplement VISIT ISLE OF

2 INTRODUCTION This business plan is supplementary to the Wight BID Proposal and should be read in conjunction with that document. The purpose of the business plan is to provide additional details on specific areas of the proposed Business Improvement District (BID) and how it will be managed. For the most up to date information about the WIGHT BID visit isleofwightbid.com CONTENTS BUDGET AND FINANCIAL MANAGEMENT PAGE 3 THE EXECUTIVE TEAM PAGE 4 APPENDIX 1 Visit Isle of Wight Articles PAGE 7 APPENDIX 2 Operating agreement between Visit Isle of Wight PAGE 20 and the Isle of Wight Council APPENDIX 3 Consultation Overview PAGE 21 APPENDIX 4 The Business Case PAGE 23 APPENDIX 5 Risk Register PAGE 29 PAGE 2 THE WIGHT BID

3 BUDGET AND FINANCIAL MANAGEMENT VISIT ISLE OF WIGHT BUDGET 1. The WIGHT BID budget ( ) This first section details how much will be raised through levy contributions and what the 371,300 raised will be spent on. INCOME( ) 2016/ / / / /21 TOTAL BID levy (1) 371, , , , ,300 1,856,500 TOTAL 371, , , , ,300 1,856,500 EXPENDITURE( ) 2016/ / / / /21 TOTAL Theme 1 - Marketing / Visitors for life 280, , , , ,000 1,400,000 Theme 2 - Delivering the experience 45,000 45,000 45,000 45,000 45, ,000 Theme 3 - Working together 16,000 16,000 16,000 16,000 16,000 80,000 Research and Brand Development 30,000 30,000 30,000 30,000 30, ,000 TOTAL 371, , , , ,000 1,855, BID Delivery Overheads These funds will be generated through voluntary contributions from businesses who wish to access some of the benefits of the WIGHT BID activities but are not included in the scope of the BID. Income raised will be used to pay for the administration costs of delivering the WIGHT BID programme. INCOME( ) 2016/ / / / /21 TOTAL Voluntary contributions (2) 100,000 75,000 75,000 75,000 75, ,000 TOTAL 100,000 75,000 75,000 75,000 75, ,000 EXPENDITURE( ) 2016/ / / / /21 TOTAL Industry Communications, AGM and levy-payer meetings 10,000 8, , , , , Cost of BID levy collection recharged by Isle of Wight Council 14,000 14,000 14,000 14,000 14,000 70, Financial management (audit, accounts, annual report 21,000 5,000 5,000 5,000 5,000 41,000 and levy collection start-up costs) BID development costs 22,000 22,000 22,000 22,000 22, ,000 Staff - WIGHT BID Sales Manager (part-time) 15,000 15,000 15,000 15,000 15,000 75,000 Office costs (travel / phone / IT / power) for BID officer 5,000 5,000 5,000 5,000 5,000 25,000 Contingency 5,000 4,500 4,500 4,500 4,500 23,000 TOTAL 92,000 73,500 73,500 73,500 75, , Visit Isle of Wight Operating Budget These funds will be secured by Visit Isle of Wight through additional commercial trading, sponsorship and partner investments to cover the costs of staff, overheads and visitor services (Visitor Centre and Museum). These funds are outside the scope of this BID and included for information only. INCOME( ) 2016/ / / / /21 TOTAL Visitor Services revenues 80,000 80,000 80,000 80,000 80, ,000 Sponsorship and Partnership contributions 240, , , , ,000 1,200,000 Commercial sales (Web / Digital / Product) 65,000 65,000 65,000 65,000 65, ,000 TOTAL 385, , , , ,000 1,925,000 EXPENDITURE( ) 2016/ / / / /21 TOTAL Marketing and Press Office staff - three posts 120, , , , , ,000 Visitor Experience / travel ambassadors staff - Two posts 55,000 55,000 55,000 55,000 55, ,000 Part-time Data manager and IT support 25,000 25,000 25,000 25,000 25, ,000 Part-time events development manager 15,000 15,000 15,000 15,000 15,000 75,000 Administration / reception / travel / and Chair 18,000 18,000 18,000 18,000 18,000 90,000 Website hosting and annual developments 30,000 30,000 30,000 30,000 30, ,000 Digital assets, social media and toolkits (inc photography) 25,000 25,000 25,000 25,000 25, ,000 Brand tracking and development 25,000 25,000 25,000 25,000 25, ,000 Partnership development fund (promotions) 35,000 35,000 35,000 35,000 35, ,000 Other marketing and PR costs 25,000 25,000 25,000 25,000 25, ,000 Cost of sales (website and digital marketing costs) 12,000 12,000 12,000 12,000 12,000 60,000 TOTAL 385, , , , ,000 1,925,000 The Levy payers will fund the WIGHT BID themes identified in the published proposal. 1. BID levy revenue based upon a 90% collection rate allowing for costs of recovery of bad debts. 2. Voluntary contributions to BID programmes from businesses and partner programme subscriptions. NOTE: The Visit Isle of Wight budget is based upon 2016 prices and will be adjusted annually by the Board to account for inflation. BUSINESS PLAN SUPPLEMENT PAGE 3

4 Revenue The principal source of funding for the BID programme is the BID levy and the principal business activity of Visit Isle of Wight will be the delivery of the BID programme. Visit Isle of Wight plans to generate additional partnership funds and resources to deliver the three theme programmes of activity in support of the BID levy plan. Commercial funds raised will be spent in support of the delivery, scope and potential of the BID Plan themes, projects and resources. Visit Isle of Wight plans to supplement this with revenue generated from a number of supplementary sources including: Commercial activities: digital advertising, social media and PR services, business development support, sponsorship procurement, retail sales and marketing / business products. External Partnership activities: voluntary contributions from businesses which are not eligible to pay the BID levy, additional contributions to marketing funds, donations, and fund raising events. At the time of the publication of the BID business plan, the following existing partners have indicated a willingness to provide additional funds / resources to support the BID programme: Hovertravel Wightlink Red Funnel Waitrose Tescos Co Op (Freshwater) Vectis Ventures The Needles Landmark English Heritage Isle of Wight Steam Railway 10 Island holiday parks Accounting Visit Isle of Wight will publish its full audited company accounts no later than April 2 nd annually which will relate to the company s previous financial year which runs from January 1 st to December 31st. A supplementary financial statement will be published which details the income and expenditure of the BID. The Chief Executive will present a statement of accounts showing monthly receipts and expenditure to the Board on a quarterly basis and a cost-centre-based breakdown analysis of these will be available to levy payers and the Isle of Wight Council on request. The levy will be collected by Isle of Wight Council and transferred to Visit Isle of Wight as detailed in the Operating Agreement, which can be viewed on the WIGHT BID website Expenditure relating to the BID levy will be managed separately by Visit Isle of Wight with separate cost centre codes to enable transparency and clarity for levy payers. Visit Isle of Wight is a private company limited by guarantee and has traded successfully since The Visit Isle of Wight operating costs budget listed on page 4 projects an annual turnover of 380,000. Visit Isle of Wight s banking services are provided by Nat West, Newport, Isle of Wight. A statement of accounts for the financial year ending on December 31 st 2014 is available on request from the CEO at Visit Isle of Wight ( EXT 30). The 2015 statement of accounts will be available in June PAGE 4 THE WIGHT BID

5 THE EXECUTIVE TEAM The day-to-day operation of the BID will be delegated by the Board to the executive team which will be led by the Visit Isle of Wight Chief Executive who will be accountable to the Board for the delivery of the BID programmes as agreed by the Board and the Thematic Working Panels. The Chief Executive will present a report to the Board and copy this to the Isle of Wight Council, on a quarterly basis detailing: Receipts and expenditure on a cost-centre basis Progress of the delivery of programmes agreed by the Board and Thematic Working Panels Any issues that may lead to delays or non-compliance with the BID business plan and proposal The Chief Executive s report will be made available to levy payers. The Executive Team will comprise of the following staff members: CEO/Director of Marketing/BID Manager Chairman of the Board (P/T) Digital Marketing Manager Visitor Experience Manager Events & WIGHT BID Sales Manager Press Officer (P/T) Industry and Data Manager (P/T) Financial and Office Administrator (P/T) The Visit Isle of Wight Team Currently, the company has 2 full time marketing staff and 1 full time visitor experience manager supported by part-time specialists and one part-time administrator. Visit Isle of Wight staff fund their salaries through commercial sales, voluntary contributions and sponsorship. The company does not currently operate a pension scheme, but has a staging date of May 2017 for mandatory pensions. Full time positions CEO/Marketing Director: Responsible for the financial performance of the DMO. The role combines CEO, company secretary, HR, finance management, marketing strategy and all communications plus the WIGHT BID development and management into one role. Digital Marketing Manager: Responsible for the creation and dissemination of digital campaigns and editorial content on websites, social media channels, within e-newsletters, through online competitions and via toolkits of digital assets used by many websites and social media channels. Also maintains the destination photo library. Part-time positions Chairman: A part-time, independent, position to assist the CEO in securing additional funding whilst ensuring that the Board operates in a balanced way that supports all contributors and partners. The Chair is also a press spokesperson and a tourism ambassador. Press Officer: Responsible for annual press coverage targets, managing journalist visits and quality editorial. Manages external press agencies and media relations with Tourism South East and Visit Britain. Industry & Data Manager: Responsible for creating and managing the tourism providers web pages on the website and iphone and android apps, the industry website, AGM, liaison and newsletters, Also creates events listings. Responsible for managing the BID database and commercial website developments. Events & (proposed) WIGHT BID sales manager: Responsible for attracting new events to the Island, and working with existing event organisers to increase mainland visitors. Lead responsibilities for developing the new film location activities and (following a successful WIGHT BID vote) securing voluntary contributions from non-tourism related sectors prepared to support the BID. BUSINESS PLAN SUPPLEMENT PAGE 5

6 Grant funded positions (100% funded from external sources) Visitor Experience Manager: Responsible for the Visitor Centre, Museum, retail and commercial services (bike hire and travel guides), Information point development, and the drive less see more promotions. Manages the travel ambassador team and secures grant aid. Administration and Accounts The above positions are supported by one Financial and Office Administrator (3 days a week). This hourly paid post issues and pays invoices, collates information for monthly financial management reports, tracks expenditure and income against budget, and operates the office reception. Other delivery posts may be created subject to additional funding. PAGE 6 THE WIGHT BID

7 APPENDIX 1 The following Articles of Association relate to Visit Isle of Wight Ltd as the company is currently structured. If the BID ballot is successful, the development of new democratic governance procedures will necessitate deletions, additions and amendments to these articles. Outline recommendations for a democratic and representative governance structure and the timetable for its implementation can be found on page 16 of the Wight BID proposals.. COMPANIES ACT 2006 [VISIT ISLE OF WIGHT LTD] ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE INDEX TO THE ARTICLES PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1. Defined terms 2. Liability of members PART 2 PURPOSE 3. Purpose 4. Objects PART 3 DIRECTORS DIRECTORS POWERS AND RESPONSIBILITIES 5. Directors general authority 6. Members reserve power 7. Directors may delegate 8. Committees DECISION-MAKING BY DIRECTORS 9. Directors to take decisions collectively 10. Unanimous decisions 11. Calling a directors meeting 12. Participation in directors meetings 13. Quorum for directors meetings 14. Chairing of directors meetings 15. Casting vote 16. Conflicts of interest 17. Records of decisions to be kept 18. Directors discretion to make further rules BUSINESS PLAN SUPPLEMENT PAGE 7

8 APPOINTMENT OF DIRECTORS, CHAIR AND VICE CHAIR 19. Directors, chair and vice chair 20. Methods of appointing directors 21. Termination of director s appointment 22. Directors remuneration 23. Directors expenses PART 4 MEMBERS BECOMING AND CEASING TO BE A MEMBER 24. Number of members 25. Applications for membership 26. Subscription 27. Termination of membership ORGANISATION OF GENERAL MEETINGS 28. Attendance and speaking at general meetings 29. Quorum for general meetings 30. Chairing general meetings 31. Attendance and speaking by directors and non-members 32. Adjournment VOTING AT GENERAL MEETINGS 33. Voting: general 34. Errors and disputes 35. Poll votes 36. Content of proxy notices 37. Delivery of proxy notices 38. Amendments to resolutions PART 5 ADMINISTRATIVE ARRANGEMENTS 39. Means of communication to be used 40. Company seals 41. No right to inspect accounts and other records 42. Provision for employees on cessation of business DIRECTORS INDEMNITY AND INSURANCE 43. Indemnity 44. Insurance 45. Rules or bye-laws PAGE 8 THE WIGHT BID

9 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY Defined terms 1. In the articles, unless the context requires otherwise articles means the company s articles of association; bankruptcy includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy; chair has the meaning given in article 19; chairman of the meeting has the meaning given in article 30; Companies Acts means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company; director means a director of the company, and includes any person occupying the position of director, by whatever name called; document includes, unless otherwise specified, any document sent or supplied in electronic form; electronic form has the meaning given in section 1168 of the Companies Act 2006; founder member means members subscribing to the memorandum of association; initial period means the period from incorporation of the company to the third anniversary of the company s incorporation; local authority means the Isle of Wight Council; member shall be either a corporate or unincorporated body and shall include the founder members; ordinary resolution has the meaning given in section 282 of the Companies Act 2006; participate, in relation to a directors meeting, has the meaning given in article 12; proxy notice has the meaning given in article 36; special resolution has the meaning given in section 283 of the Companies Act 2006; subscription has the meaning given in article 26; subsidiary has the meaning given in section 1159 of the Companies Act 2006; vice chair the vice chair for the time being of the company article 19; and writing means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise. Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company. Liability of members 2. The liability of each member is limited to 1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for (a) payment of the company s debts and liabilities contracted before he ceases to be a member, (b) payment of the costs, charges and expenses of winding up, and (c) adjustment of the rights of the contributories among themselves. BUSINESS PLAN SUPPLEMENT PAGE 9

10 PART 2 PURPOSE Purpose 3. The purpose of the company is to promote and develop the Isle of Wight as a leading visitor destination. Objects 4. The objects of the company shall be: a. to maximise the benefits of the visitor economy by encouraging, supporting and stimulating the development of the tourism industry b. to prepare, implement and monitor a strategic plan for the development of tourism and action plans to deliver the strategic plan c. to ensure the needs of the tourism industry are properly represented in the overall strategic planning for the Island, and with Government and other regional, national and international agencies and organisations d. to influence the performance of the tourism industry and to raise standards throughout all sectors of the industry e. to develop and implement a range of regular strategic marketing activities to promote the Isle of Wight to target audiences f. to create opportunities for tourism businesses to collaborate in marketing activities which underpin the broader strategic marketing activities g. to develop good media relations and undertake public relations activities with relevant target audiences h. to undertake relevant research in order to inform the development of the Island s tourism industry and growth of the visitor economy i. to secure participation in regional, national and international tourism promotions and initiatives j. the provision of information and booking services to visitors, local people and other participants in the visitor economy k. to encourage such actions by others as may be needed to improve the infrastructure, performance and reputation of the Isle of Wight as a visitor destination. l. to carry on any other trade, business or activity of any description which may be advantageously carried on in connection with or as ancillary to the objects of the company. PART 3 DIRECTORS DIRECTORS POWERS AND RESPONSIBILITIES Directors general authority 5. Subject to the articles, the directors are responsible for the management of the company s business, for which purpose they may exercise all the powers of the company. Members reserve power 6. (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action. (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution. Directors may delegate 7. (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles a. to such person or committee; b. by such means (including by power of attorney); c. to such an extent; d. in relation to such matters or territories; and e. on such terms and conditions; as they think fit. PAGE 10 THE WIGHT BID

11 (2) If the directors so specify, any such delegation may authorise further delegation of the directors powers by any person to whom they are delegated. (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions. Committees 8. (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors. (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them. DECISION-MAKING BY DIRECTORS Directors to take decisions collectively 9. (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 10. (2) If (a) the company only has one director, and (b) no provision of the articles requires it to have more than one director, the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors decision-making. Unanimous decisions 10. (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter. (2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing. (3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors meeting. (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting. Calling a directors meeting 11. (1) Any director may call a directors meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice. (2) Notice of any directors meeting must indicate (a) its proposed date and time; (b) where it is to take place; and (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting. (3) Notice of a directors meeting must be given to each director, but need not be in writing. (4) Notice of a directors meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it. Participation in directors meetings 12. (1) Subject to the articles, directors participate in a directors meeting, or part of a directors meeting, when (a) the meeting has been called and takes place in accordance with the articles, and (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting. BUSINESS PLAN SUPPLEMENT PAGE 11

12 (2) In determining whether directors are participating in a directors meeting, it is irrelevant where any director is or how they communicate with each other. (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is. Quorum for directors meetings 13. (1) At a directors meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting. (2) The quorum for directors meetings may be fixed from time to time by a decision of the directors, but it must never be less than five, and unless otherwise fixed it is five, one of which must be the director appointed by the local authority. (3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision a. to appoint further directors, or b. to call a general meeting so as to enable the members to appoint further directors. Chairing of directors meetings 14. (1) The chair, or in his absence the vice chair, shall be appointed the chairman of directors meetings. (2) In the absence of both the chair and vice chair, the directors may appoint a director to be chairman of their meetings. (3) The person so appointed for the time being is known as the chairman. (4) The directors may terminate the chairman s appointment at any time. (5) If the chairman is not participating in a directors meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it. Casting vote 15. (1) If the numbers of votes for and against a proposal are equal, the chair, vice chair or other director chairing the meeting has a casting vote. (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes. Conflicts of interest 16. (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes. (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes. (3) This paragraph applies when a. the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process; b. the director s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or the director s conflict of interest arises from a permitted cause. (4) For the purposes of this article, the following are permitted causes a. a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries; b. subscription, or an agreement to subscribe, for securities of the company or any of its subsidiaries, or to underwrite, subunderwrite, or guarantee subscription for any such securities; and c. arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors. (5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors meeting or part of a directors meeting. PAGE 12 THE WIGHT BID

13 (6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive. (7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes. Records of decisions to be kept 17. The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors. Directors discretion to make further rules 18. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors. APPOINTMENT OF DIRECTORS, CHAIR AND VICE CHAIR The maximum number of directors shall be All paid up members shall have the right to nominate a director for appointment. 3. Any person who is willing to act as a director and is permitted by law so to do, may be appointed by ordinary resolution, agreed by the Board. 4. All director appointments will be decided by the existing directors The chair and vice-chair of the Board will be appointed by the directors. 2. Neither the Chair or vice-chair shall be a person associated with the local authority whether as an elected officer or member. 3. It is preferred that the Chair should be independent of member organisations. Termination of director s appointment 21. A person ceases to be a director as soon as a. that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law; b. a bankruptcy order is made against that person; c. a composition is made with that person s creditors generally in satisfaction of that person s debts; d. a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; e. by reason of that person s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have; f. notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms; g. he is absent without permission of the board from three successive meetings held within a period of 12 months and the board resolves that his office be vacated; h. being a member, resigns as a member Directors remuneration 22. (1) Directors may undertake any services for the company that the directors decide. (2) Directors appointed by members shall not be entitled to receive remuneration for any services they undertake for the company. (3) Directors are entitled to such remuneration as the directors determine a. (or their services to the company as directors, and b. for any other service which they undertake for the company. BUSINESS PLAN SUPPLEMENT PAGE 13

14 (4) Subject to the articles, a director s remuneration may a. take any form, and b. include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director. (5) Unless the directors decide otherwise, directors remuneration accrues from day to day. (6) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company s subsidiaries or of any other body corporate in which the company is interested. Directors expenses 23. (1) A member which nominates and has appointed a director will be required to pay the expenses which that director incurs in carrying out the business of the company, including the director s attendance at a. meetings of directors or committees of directors, b. general meetings, or c. (separate meetings of the holders of debentures of the company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company. (2) The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at any of the meetings set out in 23.(1) (a)-(c) above and their attendance at any other meeting, function or conference, at the request of the company. PART 4 MEMBERS BECOMING AND CEASING TO BE A MEMBER Number of members 24. The maximum number of members, which shall include the founder members, shall be 15. Applications for membership 25. No person shall become a member of the company unless a. that person has completed an application for membership in a form approved by the directors, and b. the directors have approved the application, and c. that person has paid the subscription. Subscription 26. (1) Each founder member shall commit to remaining a member of the company for the initial period and shall be required to pay a subscription of a minimum of 10,000 (ten thousand pounds) to the company for each year that it is a member of the company. (2) Any person who becomes a member at any time during the initial period shall be required to commit to remaining a member and paying the subscription, pro rata, for remainder of the initial period. (3) At the end of the initial period each member will be required to commit to remaining a member for a further period of 3 (three) years (the second period), unless that member has given notice to terminate its membership at the end of the initial period. PAGE 14 THE WIGHT BID

15 Termination of membership 27. (1) A member may withdraw from membership of the company at the end of the initial period or at the end of the second period. (2) A membership will terminate automatically if a member becomes insolvent, has an administrator or liquidator appointed, is unable to pay its debts or otherwise ceases to exist. (3) A member who, in the opinion of the directors is guilty of conduct detrimental to the interest and good reputation of the company may be expelled from the company. (4) Membership is not transferable. ORGANISATION OF GENERAL MEETINGS Attendance and speaking at general meetings 28. (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. (2) A person is able to exercise the right to vote at a general meeting when a. that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and b. that person s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it. (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other. (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them. Quorum for general meetings 29. (1) No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum. (2) The quorum for a general meeting may be fixed from time to time by a decision of the directors, but it must never be less than five, and unless otherwise fixed it is five, one of which must be the local authority member. Chairing general meetings 30. (1) The chair, or in his absence the vice shall chair general meetings if present and willing to do so. (2) In the absence of the chair or vice chair the directors may appoint a chairman to chair the meeting. (3) If the directors have not appointed a chairman, or if the chair or vice chair are unwilling to act as chairman of the meeting or are not present within ten minutes of the time at which a meeting was due to start a. the directors present, or b. (if no directors are present), the meeting, must appoint a director or member to be chairman of the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting. (3) The person chairing a meeting in accordance with this article is referred to as the chairman of the meeting. Attendance and speaking by directors and non-members 31. (1) Directors may attend and speak at general meetings, whether or not they are members. (2) The chairman of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting. BUSINESS PLAN SUPPLEMENT PAGE 15

16 Adjournment 32. (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it. (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if a. the meeting consents to an adjournment, or b. it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner. (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting. (4) When adjourning a general meeting, the chairman of the meeting must a. either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and b. have regard to any directions as to the time and place of any adjournment which have been given by the meeting. (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) a. to the same persons to whom notice of the company s general meetings is required to be given, and b. containing the same information which such notice is required to contain. (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place. VOTING AT GENERAL MEETINGS Voting: general 33. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles. Errors and disputes 34. (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid. (2) Any such objection must be referred to the chairman of the meeting whose decision is final. Poll votes 35. (1) A poll on a resolution may be demanded a. in advance of the general meeting where it is to be put to the vote, or b. at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared. (2) A poll may be demanded by a. the chairman of the meeting; b. the directors; c. two or more persons having the right to vote on the resolution; or d. a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution. (3) A demand for a poll may be withdrawn if a. the poll has not yet been taken, and b. the chairman of the meeting consents to the withdrawal. c. Polls must be taken immediately and in such manner as the chairman of the meeting directs. PAGE 16 THE WIGHT BID

17 Content of proxy notices 36. (1) Proxies may only validly be appointed by a notice in writing (a proxy notice ) which a. states the name and address of the member appointing the proxy; b. identifies the person appointed to be that member s proxy and the general meeting in relation to which that person is appointed; c. is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and d. is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate. (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes. (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions. (4) Unless a proxy notice indicates otherwise, it must be treated as a. allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and b. appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself. Delivery of proxy notices 37. (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person. (2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given. (3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates. (4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor s behalf. Amendments to resolutions 38. (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if a. notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and b. the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution. (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if a. the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and b. the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution. (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman s error does not invalidate the vote on that resolution. BUSINESS PLAN SUPPLEMENT PAGE 17

18 PART 5 ADMINISTRATIVE ARRANGEMENTS Means of communication to be used 39. (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company. (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being. (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours. Company seals 40. (1) Any common seal may only be used by the authority of the directors. (2) The directors may decide by what means and in what form any common seal is to be used. (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature. (4) For the purposes of this article, an authorised person is a. any director of the company; b. the company secretary (if any); or c. any person authorised by the directors for the purpose of signing documents to which the common seal is applied. No right to inspect accounts and other records 41. Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company s accounting or other records or documents merely by virtue of being a member. Provision for employees on cessation of business 42. The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary. DIRECTORS INDEMNITY AND INSURANCE Indemnity 43. (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company s assets against a. any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company, b. any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006), c. any other liability incurred by that director as an officer of the company or an associated company. (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. (3) In this article a. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and b. a relevant director means any director or former director of the company or an associated company. PAGE 18 THE WIGHT BID

19 Insurance 44. (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss. (2) In this article a. a relevant director means any director or former director of the company or an associated company, b. a relevant loss means any loss or liability which has been or may be incurred by a relevant director in connection with that director s duties or powers in relation to the company, any associated company or any pension fund or employees share scheme of the company or associated company, and c. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate. Rules or bye-laws 45. (1) The directors may from time to time make such rules or bye-laws as they may deem necessary for the proper conduct and management of the company including: a. the admission of members of the company and the conditions of membership, b. the conduct of members in relation to one another and to the company and the company s employees, c. the procedure at general meetings and meetings of directors and committees in so far as such procedures are not regulated by these articles, d. (and generally any matters which are commonly the subject of such rules provided that no rule or bye-law shall be inconsistent with anything contained in these articles. BUSINESS PLAN SUPPLEMENT PAGE 19

20 APPENDIX 2 Operating agreement between Visit Isle of Wight and the Isle of Wight Council. This document can be found under separate cover on If you require a copy of this document by post please contact (ext 30) and a copy will be sent to you. PAGE 20 THE WIGHT BID

21 APPENDIX 3 An overview of the consultation process and conclusions Process Visit Isle of Wight has undertaken a comprehensive consultation programme between November 2015 and February 2016 to refine its outline proposals for the Wight BID, to re-define the scope of the project, and to develop an in-depth understanding of the priorities of prospective BID levy payers. Prior to the start of the consultation programme, consultants from Blue Chip Tourism provided Visit Isle of Wight with best-practice guidance advising that the process should incorporate: Production of a reliable and verifiable database Development of a timetable for consultation Distribution of introductory news letters Development of a website Workshops to enable stakeholders to provide input through interactive discussions An online survey to seek opinions on priorities and barriers to growth A media strategy to ensure the widest awareness of the BID A regular review process One-to-one meetings with key stakeholders, business groups, as well as round-table discussions The advice provided by Blue Chip Tourism also set out the standards that VIOW should strive to meet in conducting the consultation programme, as well as the outputs that it should deliver to ensure that the conclusions drawn were robust and evidence-based. The original proposal was that VIOW would develop a multi-sector BID involving tourism and retail businesses and that such a BID would enable businesses that directly or indirectly benefit from increased visitor spend to benefit. It also envisaged that a relatively high threshold for each business s rateable value of 7500 would be applied for participation in the BID. However, it became apparent at a relatively early stage that, apart from a number of large businesses which were keen to become engaged in the development of the BID, most retailers opted not to engage at all in the consultation process. The reasons for this are unclear although the scant evidence offered by the online survey suggested that the priorities of the retail sector were on the surface likely to be different to those of the tourism sector although both desired the same outcomes in terms of business growth. It also became apparent that different towns had varying priorities which may be better served by other mechanisms. On the other hand, it became evident from an early stage that many smaller businesses more directly involved in, and traditionally associated with the tourism industry, wished to be given the opportunity to participate in the BID and to influence the development and implementation of its programme. Consequently the BID steering group agreed to recommend to the VIOW Board that the rateable value contribution threshold be reduced from 7500 to 3000 to include small tourism businesses in the BID and to exclude retail premises, while developing a partner programme that would enable those from the retail sector who wished to engage with VIOW and the tourism sector at a strategic level, to contribute to the BID and benefit from it. Following the approval of the VIOW board on January 21 st 2016, businesses were advised of these changes during the first half of February To provide a robust evidence base for the BID proposals, a consultation programme was implemented that included: Workshops and round-table discussions A programme to raise awareness of the Wight BID An online self-completion survey The discussions at the workshops were recorded and a synopsis of each was produced, and records were kept of meetings with individual and groups of businesses, detailing attendees and conclusions. The online survey ran from November 2015 through to March 2016 and was hosted by SurveyMonkey. The results of the workshops together with those of the online survey and of a previous extensive consumer survey were collated to provide firm conclusions about the level of support for the BID, the priorities of businesses and what activities funded by the BID levy would offer the best opportunities to support the growth of the Island s visitor economy by retaining existing consumer markets and attracting new market segments. In developing the final proposals for the BID deliverables, reference was also made to the results of a survey of over 15,000 UK mainland consumers to ensure that the BID programme would produce genuine and measurable benefits to the Island s tourism businesses over the duration of the programme. BUSINESS PLAN SUPPLEMENT PAGE 21