Name
The name of the organisation is the Blairlogie Community and Heritage Trust.
Legal Form
The organisation will be a Scottish Charitable Incorporated organisation (SCIO) after approval.
Principal Office
The principal office of the organisation will be Blairlogie Reading and Recreation Room, FK9 5PX.
Charitable Purposes
The organisation's purposes are for the public benefit of the Blairlogie community, and are:
The advancement of community development through the fostering of community activities, including but not limited to, events for leisure, education, and arts.
The advancement of heritage, arts, culture, and science through the protection, preservation, and maintenance of buildings and areas of historical or architectural interest, particularly the Reading Room, Blairlogie Square, and East and West lanes within the Blairlogie Conservation Area.
The advancement of environmental protection and improvement through the management and preservation of the environment in the Blairlogie Conservation Area.
Powers
To further its purposes, the SCIO has the power to do anything which is calculated to achieve its purposes or is conducive or incidental to doing so. This includes, but is not limited to:
Raising funds and receiving grants and donations.
Acquiring, holding, and managing property.
Employing and managing staff and engaging volunteers.
Entering into contracts and agreements.
Carrying out any other legal activities necessary to fulfil its purposes.
Liability of members
The members of the organisation have no liability to pay any sums to help to meet the debts (or other liabilities) of the organisation if it is wound up; accordingly, if the organisation is unable to meet its debts, the members will not be held responsible.
The members and charity trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and this clause does not exclude (or limit) any personal liabilities they might incur if they are in breach of those duties or in breach of other legal obligations or duties that apply to them personally.
The members and trustees of the organisation have no liability to pay any sums to help meet the debts (or other liabilities) of the organisation if it is wound up. The organisation liabilities are a matter for the organisation alone.
General Structure
The structure of the organisation consists of:
The MEMBERS, who have the right to attend members' meetings (including any annual members’ meeting) and have important powers under the constitution; in particular, the members appoint people to serve on the board and take decisions on changes to the constitution itself; and
The BOARD, who hold regular meetings, and generally control the activities of the organisation; for example, the board is responsible for monitoring and controlling the financial position of the organization.
The people serving on the board are referred to in this constitution as CHARITY TRUSTEES.
Membership
Eligibility
Membership is open to any person aged sixteen or over who is ordinarily resident within the defined area of post code units FK9 5PJ, FK9 5PS, FK9 5PU, FK9 5PX, FK9 5PY, FK9 5QA, FK9 5QB, FK9 5QH.
Application
A person who wishes to become a member must submit a written application to the Trustees. The Trustees, at their discretion, may refuse an application.
The board will notify each applicant promptly (in writing or electronically) of its decision on whether or not to admit them to membership.
Cessation of Membership
A person shall cease to be a member if they:
Give written notice of resignation to the Secretary.
Cease to be ordinarily resident in the defined area.
Expulsion
Any person may be expelled from membership by way of a resolution passed by not less than two thirds of those present and voting at a members' meeting, providing the following procedures have been observed:
at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion; and
the member concerned will be entitled to be heard on the resolution at the members' meeting at which the resolution is proposed.
Register of members
The Board will keep a register of members and trustees with the following information:
Their full name and address
The date on which they were registered
Any office which they may have held at the date of resignation.
Meetings of Members
Annual General Meeting (AGM)
An AGM will be held at least once every 15 months. Its business should include approving the annual accounts and appointing or re-appointing trustees and a report by the chairperson.
Extraordinary General Meeting (EGM)
An EGM can be called by a resolution of the Trustees, or by a written request submitted to the Secretary by at least three members.
Notice of Members Meetings
At least 14 days' written notice must be given for any members' meeting and be accompanied by an outline of the business to be dealt with.
Quorum
The minimum number for a quorate meeting of the members shall be the greater of ten and 10% of total members. If a quorum is not present within 15 minutes after the time at which a members' meeting was due to start, or if a quorum ceases to be present during a members' meeting, the meeting cannot proceed; and fresh notices of meeting will require to be sent out, to deal with the business (or remaining business) which was intended to be conducted.
Voting
Voting shall be exercised in person. No proxies are permitted. A simple majority of votes is required for a resolution to be passed, unless a special resolution is required. In the event of a tie of votes the Chairperson will have a casting vote.
Trustees
Number
The minimum number of Trustees shall be three, and the maximum shall be ten.
Eligibility
Trustees must be drawn from the membership who must be eligible under Charity Law.
Appointment
Any member who is proposed and seconded by two other members can be nominated to become a Trustee. Trustees shall be appointed by a vote of the members at an AGM or EGM.
Term of Office
Trustees shall serve for a term of three years, at the end of which they may be re-appointed.
Termination of Office
A Trustee shall cease to hold office if they:
Resign in writing.
Cease to be a member of the organisation.
Are removed from office by a resolution of the Trustees (following the procedure in the next section).
Are disqualified from being a charity trustee by law.
Removal of a Trustee
A Trustee may be removed from office by a resolution passed by a two-thirds majority of the other Trustees present and voting at a quorate meeting. The Trustee concerned must be given at least 14 days' notice of the meeting and the grounds for removal and be given the opportunity to be heard at the meeting.
Remuneration
No Trustee shall receive any remuneration for their services to the organisation.
Quorum
A quorum for a meeting of the Trustees shall be fifty percent of the total number of Trustees.
Conflict of Interest
Prior to each trustee meeting the trustees will be asked to declare that they foresee no conflict of interest.
Decision-Making
Decisions shall be made by a simple majority vote in a quorate meeting. (In the event of a tied vote, the Chairperson will have the casting vote)
Office Bearers
Seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes;
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 between the organisation and any other party:
put the interests of the organisation before that of the other party; or
where any other duty prevents them from doing so, disclose the conflicting interest to the organisation and refrain from participating in any deliberation or decision of the other charity trustees with regard to the matter in question; and
Ensure that the organisation complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
The Trustees shall appoint a Chairman, Secretary, and Treasurer from among their number. Their duties shall be as usual for such roles.
The Trustees will ensure that the organisation complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
Records and Accounts
The Trustees shall ensure that minutes of all meetings of the members and Trustees are taken and properly recorded.
The Trustees shall ensure that the organisation complies with its legal obligations to prepare and submit annual independently examined accounts to OSCR.
Winding Up
If the organisation is to be dissolved, the assets remaining after all debts and liabilities have been settled must be transferred to another Scottish charity with purposes similar to those of this organisation.
The members of the organisation shall decide the identity of the recipient charity by a special resolution.
Alterations to the Constitution
Any provision in this constitution may be altered by a special resolution passed by a two- thirds majority of the members present and voting at a members' meeting.
Any alteration must be approved by OSCR before it can take effect.
Interpretation
Any reference to a statute or statutory provision includes a reference to that statute or statutory provision as amended, extended, or re-enacted from time to time.