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Constitution

The Constitution

  1. Name

  2. The group shall be known as the Friends of the Hermitage of Braid and Blackford Hill, (hereafter referred to as the "Friends").

  3. Objectives

  4. The objectives of the Friends are to conserve and enhance the landscape, biodiversity and sustainable use of the Hermitage of Braid and Blackford Hill Local Nature Reserve. In furtherance of the above objective, the friends shall seek to engage and involve the local community in environmental issues and action, through information exchange, education and practical activities.

  5. Policies

  6. To further these objectives the Friends may,

    1. Arrange meetings, exhibitions, talks, surveys and training courses.

    2. Carry out a programme of practical environmental projects.

    3. Raise funds solely in order to further the Friends, as the members of the Friends consider appropriate.

    4. Liaise and work in partnership with other organisations and individuals such as voluntary organisations, local authorities, government departments and individuals.

    5. Collect, disseminate and exchange relevant information.

    6. Publicise the Friends' activities through a variety of media.

    7. Buy, hire, lease or borrow any equipment, tools or other property required to fulfil the Friends' objectives.

    8. Appoint and if necessary, remunerate professional or other persons, on an ad hoc basis.

     

  7. Membership

    1. Membership shall be open to any person or group, who supports the objectives of the Friends.

    2. The Management Committee shall have the right to refuse or revoke membership of any individual, after giving the individual concerned the right to be heard by the Management Committee. A simple majority of the Management Committee shall be sufficient to refuse or revoke membership.

    3. An annual membership subscription shall be payable in April in the year following the AGM at a rate or rates fixed at the AGM. No member whose subscription is unpaid shall be entitled to any of the privileges of membership.

    4. The Friends may affiliate with an organisation with similar objectives to the Friends.

  8. Management Committee

    1. This shall consist of four Office Bearers, Convener, Vice-Convener, Secretary and Treasurer as well as nine ordinary members.

    2. Election to the Management Committee shall be for three years. All Office Bearers shall retire annually and the three longest serving ordinary members of the Management Committee on the day of the AGM. Each and every Office Bearer shall be eligible for re-election. The three retiring senior serving ordinary members of the Committee shall not be eligible for re-election until the following AGM but this shall not bar them from appointment as Office Bearers or being co-opted onto the Committee.

  9. Powers of the Management Committee

    1. The Management Committee shall have the power of filling by co-option any vacancies that may occur among the Office Bearers or members of the Management Committee up to the maximum number permitted on Committee. Co-opted members will serve until the following AGM.

    2. The Management Committee shall have the power to remove from office any office bearer after a motion of no confidence has been passed by a majority of the Management Committee.

    3. The Management Committee shall have the power to appoint Sub Committees from the Friends' membership to undertake such duties or positions it thinks necessary for the efficient working of the Committee. Members so appointed may be called to a Management Committee meeting where business is being discussed which concerns the appointment but such members shall have no vote at such meetings.

  10. Meetings

    1. General Meetings Meetings of the Committee shall be held as often as deemed necessary with a minimum of four meetings per year and seven shall form a quorum for the transaction of business. Decisions shall be made by a simple majority of those present and eligible to vote. In the case of an equality of votes, the Convener shall have the casting vote in addition to his or her vote as a member. A declaration by the Convenor of the meeting that a resolution has been carried and an entry to that effect in the Minute Book signed by the Convenor of the meeting or by the Convenor of a subsequent meeting at which the Minutes come up for approval shall be sufficient evidence of the fact.

    2. Annual General Meetings The AGM shall be held not later than the 31st of October for the purposes of receiving the report of the Committee and certified financial statement for the year. The Officers and Members of Committee shall be elected, an independent financial examiner appointed for the following year and the discussion of any resolution placed on the Agenda of which 21 days prior notice has been given in writing to the Secretary. No business shall be transacted at the AGM unless notice appears thereof in the Agenda, with the exception of matters, which in the opinion of the Convener of the meeting are urgent. The proposed and seconded nominations for the vacant Offices and Committee Membership shall be given in writing to the Secretary 21 days prior to the AGM. Only in the case of there being no such nominations for a vacancy can nominations be accepted at the AGM itself. Election of Office Bearers and Committee Members shall be by vote or ballot.

    3. Special General Meetings The Secretary of the Friends shall summon a SGM if the Management Committee or 25% of members send a signed requisition stating the subject to be discussed. No business other than the matter on the Agenda shall be discussed at a SGM. The Secretary will convene the meeting within 6 weeks of intimation being lodged, at such time and place it thinks fit. Friends will receive not less than 14 clear days notice of a SGM.

    4. Notification of Meetings Friends shall receive not less than 42 days clear notice of the date of an Annual General Meeting and 14 days clear notice of the Agenda of that meeting. In the case of a SGM, the Agenda will describe the matter to be discussed. In the case of an AGM, a copy of the annual report, a copy of the certified accounts and copies of any other relevant information pertaining to the items on the Agenda will accompany the Agenda. The notice of an AGM must state clearly the vacancies for Office and Committee to be filled and the date that any nominations for these vacancies must be received by the Secretary. Non-receipt of notice by any member shall not invalidate the proceedings of any General Meeting whether Annual or Special.

  11. Financial Arrangements

    1. A bank account shall be opened in the name of the Friends into which all revenue of the Friends shall be paid and from which withdrawals shall only be made on the signature of two of the three authorised office bearers.

    2. The financial year shall be from the 6th April each year. The accounts shall be kept by the Treasurer and financial statements produced annually and on request by the management committee. Two independent examiners or one qualified examiner shall certify the accounts annually, appointed at each AGM in time for the circulation of these accounts with the Agenda of the AGM. Office Bearers and Members of the Committee are not eligible for the position of examiner. In the event of an examiner appointed at the AGM being unable to fulfil his duties, the Committee has the devolved authority to appoint another person in his place for the certification of that years accounts only.

    3. No member shall receive remuneration for his or her services to the Friends.

  12. Property

  13. The property of the Friends shall be vested in the Membership. Any donations of property (e.g. tools) shall be made as outright gifts to the Friends.

  14. Amendments to the Constitution

  15. The constitution shall only be altered by a two-thirds majority of members who shall be personally present and voting at an Annual General or Special General Meeting of the Friends of which and of the business of which, at least 14 days clear notice shall have been given. No alteration shall be made to the Constitution that would have the effect of causing the status of the Friends to become unacceptable to the Inland Revenue Financial Intermediaries and Claims Office, Scotland (FICO) and any approved amendment shall be intimated to the FICO.

  16. Dissolution

  17. The Friends shall only be dissolved when a Resolution to that effect has been passed by a Special General Meeting when paragraph 7c) and 7d) shall apply. A two-thirds majority of Members present and voting shall be considered sufficient for the Resolution to be passed. If and when the dissolution shall be resolved, the Friends shall forthwith be wound up by a person or persons appointed by the Friends for that purpose and all assets and funds of the Friends remaining after the satisfaction of all outstanding debts and liabilities, shall be allocated and paid to such charity in law having objects similar to those of the Friends.