Constitution

Draft Constitution – as amended 17th March 2010

Spier’s School grounds in which the school once stood are to the east of Beith and are owned by Spier’s Trust and leased to North Ayrshire Council. Friends of Spiers has been formed to offer community involvement in the management and use of these grounds as well as the other surrounding lands owned by the Spier’s Trust.

NAME and OBJECTS

1. The name of the organisation shall be Friends of Spiers.

2. The Objects of the organisation shall be:

a) the conservation and management of the Spiers grounds, the woodlands, gardens and open areas;

b) to encourage awareness, access, educational, recreational and community involvement in, and use of, the Spiers grounds;

3. The Spiers grounds are to include those of the Spiers School and adjacent lands as owned by the Spier’s Trust.

POWERS

4. In furtherance of the Objects the organisation shall have the following powers:-

a) to work with Spier’s Trust and North Ayrshire Council, or successor bodies, to conserve, maintain and improve the grounds at Spiers;

b) to conclude agreements for the lease or purchase of land and equipment;

c) to encourage and manage voluntary work at Spiers as part of programmes for conservation, maintenance and improvement in consultation with the Trust & NAC;

d) to engage such staff, agents and consultants as may be appropriate for the proper conduct of activities;

e) to effect all necessary insurance;

f) to liaise with voluntary, public sector and private sector bodies in ways assisting

the conservation, maintenance and improvement of the Spiers grounds;

g) to take such steps as may be appropriate to raise funds;

h) to accept grants, sponsorship, other donations, legacies and any reasonable related conditions;

i) to do anything considered conducive to the Objects of the organisation;

j) to form, or participate in, any charitable company with similar objects and to transfer assets to such a body without payment.

MEMBERSHIP, OFFICEBEARERS & COMMITTEE

5. The organisation shall consist of:

a) Members in two categories:

(i) Ordinary: open to individuals on payment of an annual subscription.

    (ii) Family: open to parents or guardians and their children on payment of an annual subscription.

b) Supporters: open to individuals and bodies wishing to show support but not be Members.

c) Honorary Members: membership may be offered at the discretion of the Committee.

6. Ordinary and Family Members over the age of 16 have the right to attend and vote at the AGM and other General Meetings, to elect the Officebearers and other Committee members.

7. Members may be expelled if they are considered to have acted in ways conflicting with the objects of the organisation.  Any decisions to expel members must be taken at General Meetings with notice of the grounds for expulsion given at least 14 days before such Meetings.

8. The Committee:

a) The Committee is to direct and supervise activities between General Meetings.

b) The Committee shall consist of:

    (i) a Chair, Vice Chair, Secretary and Treasurer (known as the Officebearers) elected at the AGM for a period of three years after which they may stand for re-election;

(ii) six other members who are to be elected annually.

c) If a vacancy occurs, the Committee may fill vacancies from within the membership of the organisation until the next following General Meeting or AGM.

d) The Committee may appoint anybody to the Committee to assist the Committee; these appointed members will not have the right to vote.

9. The Committee shall meet at least five times per year.

CONDUCT of MEETINGS

10. The AGM:

a) The AGM shall normally be held within eight weeks of the end of the financial year or not more than 15 months after the previous AGM; 14 days notice shall be provided.

b) The AGM shall consider:-

(i) a report by Chair;

(ii) annual accounts and proposed subscriptions;

    (iii) nominations for, and election of, Officebearers and other committee members;

(iv) notified constitutional amendments and any other notified items;

(v) a quorum shall be 12% of the membership.

11. Special General Meetings:

a) Special General Meetings will be held if the Committee so decides or if requested in writing or other electronic means by at least 12% of the organisation membership. Fourteen days notice shall be provided.

b) If no quorum is gained, a second meeting with 14 days notice given to members can proceed subject to a quorum as for the Committee.

12. Committee Meetings:

a) Seven days notice shall be provided for Committee Meetings.

b) The quorum will be 4.

13. Notice: Timely notice on local websites and at local information points shall constitute due notice of General Meetings.

14. Tied Votes: In the case of tied votes at Committee or General Meetings, the Chair shall have a second or casting vote.

15. Chair for meetings: The Chair, whom failing the Vice-Chair or, in their absence, a person elected by the meeting shall chair meetings.

16. Voting: At General and Committee Meetings shall be by a show of hands.

17. Personal Interest: Committee members must declare any material personal interest they may have in a proposed transaction or arrangement and may not vote on such matters.

18. Expenses: Committee and others members may claim travel and other expenses for activities away from the Spiers grounds where approved in advance by the Committee.

19. Delegated Powers: The Committee may delegate powers to the Officebearers or Sub-committees under specified conditions

COMMITTEE RESPONSIBILITIES

20. The Committee shall ensure that:

a) minutes of all meetings are kept and include a record of attendance; approved minutes must be signed by the Chair at the next following meeting.

b) proper accounting records are kept and reviewed annually by an independent examiner; these records are to include a register of Donations and Loans.

c)  A Registers of Members and Supporters are to be maintained.

FINANCES

21. The financial year shall run from 1st April to 31st March.

22. Apart from small payments made within Committee Standing Orders cheques and other financial transactions must be authorised by any two of the three Members nominated by the Committee.

23. Subscriptions shall be determined at the AGM or other General Meetings.

CONSTITUTION

24. Changes to the Constitution must be approved at General Meetings.

DISSOLUTION

25.  The organisation shall be dissolved if, following notification of such a proposal prior to a Special General Meeting, a simple majority of those present and voting support the proposal and agree to the disposal of any assets remaining after satisfaction of liabilities to another local charitable body or bodies with related interests or to an equivalent regional or national charity.

26. For the avoidance of doubt, no part of the income or property of Friends of Spiers shall (otherwise than in pursuance of the Objects) be paid or transferred (directly or indirectly) to members either in the course of existence of the organisation or on dissolution.

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