Constitution of The Strathbungo Society
This constitution was adopted on 27th October 2015.
- The name of the association is the Strathbungo Society (hereafter referred to as the Society)
- The Society’s objects are:
- To advance citizenship and develop the community by encouraging all members of the community, including families, children, ethnic minorities, people with disabilities and the elderly to interact with the aim of improving the community both by bringing the community together and by promoting the provision, maintenance or improvement of public amenities within or in the vicinity of the Strathbungo area.
- To promote the conservation of local architectural and environmental heritage, including the maintenance and improvement of the built and natural environment.
- In pursuance of the objects set out in clause 2 (but not otherwise), the Society shall have the following powers:-
- To collect and disseminate information on all matters affecting the objects and exchange such information with other bodies having similar aims.
- To cause to be prepared and printed, or otherwise reproduced and circulated, free of charge or for payments, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes or electronic documents, including web pages, as shall further the objects.
- To raise funds and invite and receive contributions from any person or persons by way of subscription or otherwise, and invest any funds not immediately required for the objects.
- To bring together in conference and work in liaison with representatives of voluntary organisations, government departments, local and other statutory authorities and individuals.
- To arrange and provide for or join in arranging and providing for the holding of events, entertainments, conferences, exhibitions, meetings, lectures, classes, seminars and training courses.
- To establish sub groups when and where considered with such powers as may be considered by the Society to be appropriate.
- To take out memberships of such organisations as are considered to be in the interests of and compatible with the objects of the Society.
- To borrow or raise money for the objects and accept gifts on such terms and on such security as shall be deemed to be appropriate.
- To employ and pay any person or persons to supervise, organise and carry out the work of the Society.
- To do any other lawful thing which is conducive to attaining the objects of the Society and in accordance with guidance issued by the Office of the Scottish Charity Regulator (OSCR).
- The structure of the Society shall consist of:-
- the MEMBERS – who have the right to attend the annual general meeting (and any special general meeting) and have important powers under the constitution; in particular, the members elect people to serve on the management committee and take decisions in relation to changes to the constitution itself.
- the MANAGEMENT COMMITTEE – who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of the Society; in particular, the management committee is responsible for monitoring the financial position of the Society.
Qualifications for membership
- Membership shall be open to
- persons over the age of 16 who live in the Strathbungo area. The area is defined as all properties inside the area bounded by the centre lines of Pollokshaws Road, Titwood Road, Carswell Gardens, Moray Place, Nithsdale Drive, March Street and Nithsdale Street, but also including all the property fronting on to Carswell Gardens.
- persons who live outside the Strathbungo area defined above, but who agree with the objectives of the Society, subject to approval for membership by the Management Committee.
Application for membership
- Any person resident in the Strathbungo area who wishes to become a member must sign a written application for membership, and pay the membership fee, if any. They may be required to provide proof of residence, at the committee’s discretion.
- Any person not resident in the Strathbungo area who wishes to become a member must sign a written application for membership, and pay the membership fee, if any. The management committee shall consider each such application for membership at the first management committee meeting which is held after receipt of the application; the management committee shall, within a reasonable time after the meeting, notify the applicant of its decision on the application. If membership is not granted, any fee paid will be refunded. The management committee has the right to revoke non resident membership at any time.
- The committee reserves the right to charge an annual membership fee, to be recommended by the committee annually, and if different from the preceding year, with approval by members of the Society at a properly constituted AGM/SGM.
Friends of Strathbungo Scheme
- The Society will operate the Friends of Strathbungo scheme for anyone who supports the objectives of the Society and wishes to make an additional charitable financial contribution to the operation of the Society, paid by Standing Order. Membership of the Friends scheme will automatically confer membership of the Society if the Friend meets the conditions of membership, and no further membership fee will be payable.
Register of members
- The management committee shall maintain a register of members, setting out the full name, address and email address (where applicable) of each member, the date on which s/he was admitted to membership, and the date on which any person ceased to be a member.
General meetings (meetings of members)
- The management committee shall convene an annual general meeting in each year; not more than 15 months shall elapse between one annual general meeting and the next.
- The business of each annual general meeting shall include:-
- a report by the chair on the activities of the Society that meets the conditions of the Scottish Charity Regulator
- consideration of the annual accounts of the Society
- the election/re-election of officers and members of the management committee
- The management committee may convene a special general meeting at any time, and must do so in the case of the Society:
- undertaking significant major expenditure programmes.
- proposing to carry out major changes to the environment in Strathbungo.
- The management committee shall convene a special general meeting at any time OR within 14 days of receiving a written request to do so signed by not less than 25 members and giving reasons for the request.
Notice of general meetings
- At least 14 clear days’ notice must be given of any annual general meeting or special general meeting; the notice must indicate the general nature of any business to be dealt with at the meeting and, in the case of a resolution to alter the constitution, must set out the terms of the proposed alteration.
- The reference to “clear days” in clause 15 shall be taken to mean that, in calculating the period of notice, the day after the notice is given, and also the day of the meeting, should be excluded.
- Notices and agendas for annual and special general meetings will communicated to members and residents of Strathbungo through means as set out from time to time in Standing Orders, but will normally include public notices, email, social media and the Society’s newsletter.
- The Management Committee may introduce proxy voting for specific matters or meetings if it believes it is in the interests of the Society to do so provided it has given two months notice to members and residents of Strathbungo of its intention to do so.
Procedure at general meetings
- No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be 15 members, present in person.
- If a quorum is not present within 15 minutes after the time at which a general meeting was due to commence – or if, during a meeting, a quorum ceases to be present – the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.
- The chair of the Society shall (if present and willing to act as chairperson) preside as chairperson of each general meeting, and if not the vice-chair; if neither the chair nor vice-chair is present and willing to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the members of the management committee present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting.
- The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.
- Every member shall have one vote, which must be given personally, unless by proxy, as detailed in clause 18.
- If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.
Election of Office Bearers & Committee
- A person shall not be eligible for election/appointment to the management committee unless he/she is a member of the Society.
- At each annual general meeting, all of the members of the management committee shall retire from office – but shall then be eligible for re-election.
- At each annual general meeting the members of the Society shall elect four office bearers; a Chairperson, Vice-Chairperson, Secretary and Treasurer.
- In addition, at each annual general meeting, the members may elect any member to be a member of the management committee, subject to clause 29.
- The policy and management of the affairs of the Society shall be directed by a management committee which shall meet not less than three times a year and shall consist of not less than five members in addition to the office bearers and not more than fifteen.
- The office bearers shall be ex-officio members of the management committee and of any other committee established.
- The office bearers shall be the trustees of the charity and are responsible for ensuring the Society meets the requirements of the Scottish Charity Regulator.
- The management committee may at any time co-opt any member to be a member of the management committee (subject to clause 29) until the following AGM.
- The management committee may appoint such special or standing committees or sub-committees as may be considered appropriate and may determine their terms of reference, powers, duration and composition.
- The management committee may create further posts with specific responsibilities such as events organiser or newsletter editor but such post-holders will not be office bearers or trustees of the Society.
- The management committee may fix the remuneration of any paid employees who shall not be members of the management committee.
- The management committee shall have no power to change the constitution except through a properly constituted general meeting.
- Any member of the management committee may call a meeting of the management committee or request the secretary to call a meeting of the management committee.
- No business shall be dealt with at a meeting of the management committee unless a quorum is present; the quorum for meetings of the management committee shall be six.
- Management committee meetings will be open to all members of the Society and residents of Strathbungo except where the management committee at its discretion believes that an item or subject needs to be discussed in confidence. The agenda, time and location of such meetings will be advertised through social media and the minutes placed on the Society’s website.
- Questions arising at a meeting of the management committee shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote.
- If at any time the number of management committee members in office falls below the number fixed as the quorum, the remaining management committee member(s) may act only for the purpose of filling vacancies or of calling a general meeting.
- Unless he/she is unwilling to do so, the chair of the Society shall preside as chairperson at every management committee meeting at which he/she is present; if the chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the management committee members present shall elect from among themselves the person who will act as chairperson of the meeting.
- A management committee member shall not vote at a management committee meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of the Society; he/she must withdraw from the meeting while an item of that nature is being dealt with.
- For the purposes of clause 43, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that matter.
Termination of office
- A member of the management committee shall automatically vacate office if:-
- he/she becomes debarred under any statutory provision from being a charity trustee
- he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months
- he/she ceases to be a member of the Society
- he/she becomes an employee of the Society
- he/she resigns office by notice to the Society
- he/she is absent (without permission of the management committee) from more than three consecutive meetings of the management committee, and the management committee resolve to remove him/her from office.
Conduct of members of the management committee
- Each of the members of the management committee shall, in exercising his/her functions as a member of the management committee of the Society, act in the interests of the Society; and, in particular, must
- seek, in good faith, to ensure that the Society acts in a manner which is in accordance with its objects (as set out in this constitution)
- act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person
- in circumstances giving rise to the possibility of a conflict of interest of interest between the Society and any other party
- put the interests of the Society before that of the other party, in taking decisions as a member of the management committee
- where any other duty prevents him/her from doing so, disclose the conflicting interest to the Society and refrain from participating in any discussions or decisions involving the other members of the management committee with regard to the matter in question
- ensure that the Society complies with any direction, requirement, notice or duty imposed on it by the Charities and Trustee Investment (Scotland) Act 2005.
- A member of the management committee who has a personal interest in any transaction or other arrangement which the Society is proposing to enter into, must declare that interest at a meeting of the management committee; he/she will be debarred (in terms of clause 43) from voting on the question of whether or not the Society should enter into that arrangement.
- For the purposes of clause 47, a person shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that arrangement.
- he/she has declared his/her interest
- he/she has not voted on the question of whether or not the Society should enter into the relevant arrangement and
- the requirements of clause 51 are complied with,
a member of the management committee will not be debarred from entering into an arrangement with the Society in which he/she has a personal interest (or is deemed to have a personal interest under clause 48) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.
- No member of the management committee may serve as an employee (full time or part time) of the Society, and no member of the management committee may be given any remuneration by the Society for carrying out his/her duties as a member of the management committee.
- Where a management committee member provides services to the Society or might benefit from any remuneration paid to a connected party for such services, then
- the maximum amount of the remuneration must be specified in a written agreement and must be reasonable
- the management committee members must be satisfied that it would be in the interests of the Society to enter into the arrangement (taking account of that maximum amount)
- less than half of the management committee members must be receiving remuneration from the Society (or benefit from remuneration of that nature).
- The members of the management committee may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the management committee, general meetings, or meetings of committees, or otherwise in connection with the carrying-out of their duties.
Operation of accounts and holding of property
- The signatures of two of the signatories appointed by the management committee shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by the Society; at least one out of the two signatures must be the signature of a member of the management committee.
- The title to all property (including any land or buildings, the tenant’s interest under any lease and (so far as appropriate) any investments) shall be held either in the names of the chair, vice-chair, treasurer and secretary of the Society (and their successors in office) or in name of a nominee company holding such property in trust for the Society; any person or body in whose name the Society’s property is held shall act in accordance with the directions issued from time to time by the management committee.
- The management committee shall ensure that minutes are made of all proceedings at general meetings, management committee meetings a minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.
Accounting records and annual accounts
- The management committee shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements and any guidance from the Scottish Charity Regulator.
- The management committee shall prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions or if they otherwise think fit, they shall ensure that an audit of such accounts is carried out by a qualified auditor.
- If the management committee determines that it is necessary or appropriate that the Society be dissolved, it shall convene a meeting of the members; not less than 21 days’ notice of the meeting (stating the terms of the proposed resolution) shall be given.
- If a proposal by the management committee to dissolve the Society is confirmed by a two-thirds majority of those present and voting at the general meeting convened under clause 58, the management committee shall have power to dispose of any assets held by or on behalf of the Society – and any assets remaining after satisfaction of the debts and liabilities of the Society shall be transferred to some other charity or charities having objects similar to those of the Society; the identity of the body or bodies to which such assets are transferred shall be determined by the members of the Society at, or prior to, the time of dissolution.
- For the avoidance of doubt, no part of the income or property of the Society shall (otherwise than in pursuance of the Society’s charitable purposes) be paid or transferred (directly or indirectly) to the members, either in the course of the Society’s existence or on dissolution.
Alterations to the constitution
- Subject to clause 62, the constitution may be altered by a resolution passed by not less than two-thirds of those present and voting at a general meeting, providing due notice of the meeting, and of the resolution, is given in accordance with clauses 15, 16 and 17.
- No amendment to clauses 3, 50, 59 or 60 of the constitution may be made if the effect would be that the Society would cease to be a charity.
- For the purposes of this constitution,
- the expression “charity” shall mean a body which is either a “Scottish charity” within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a “charity” within the meaning of section 96 of the Charities Act 1993
- the expression “charitable purpose” shall mean a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts;
- Any reference in this constitution to a provision of any legislation shall include any statutory modification or re-enactment of that provision in force from time to time.