Constitution of Gartmorn Dam Country Park Development Trust
Gartmorn Dam Country Park Development Trust is a Scottish registered charity (Charity number SC049288).
Type of organisation
1. The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO)
Scottish principal office
2. The principal office of the organisation will be in Scotland (and must remain in Scotland).
3. The name of the organisation is Gartmorn Dam Country Park Development Trust.
4. The organisation’s purposes are:-
a) the advancement of environmental protection or improvement.
b) the advancement of education and outdoor learning in the local environment.
c) the advancement of citizenship or community development.
d) the provision of recreational facilities or the organisation of recreational activities, with the object of improving the conditions of life for the persons for whom the facilities or activities are primarily intended.
5. To work collaboratively with local landowners and stakeholders in furtherance of the above purposes.
6. The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so.
7. No part of the income or property of the organisation may be paid or transferred (directly or indirectly) to the members - either in the course of the organisation’s existence or on dissolution - except where this is done in direct furtherance of the organisation’s charitable purposes.
Liability of members
8. 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.
9. The members and charity trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 7 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.
10. The structure of the organisation shall consist of:-
a) The membership - Members have the right to attend member’s meetings (including any general 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;
b) The board - Board members 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 organisation.
11. The people serving on the board are referred to in this constitution as Charity Trustees.
Qualifications for membership
12. Membership shall be open to individuals aged 14 years and over, living within Clackmannanshire or being active at the park and groups/organisations operating within Clackmannanshire (only one individual can represent any affiliated group/organisation), who support the objectives of the association.
13. An employee of the association shall not be eligible for membership; a person who becomes an employee of the association after admission to membership shall automatically cease to be a member.
Application for membership
14. Any individual/group who wishes to become a member must sign a written application for membership; the application will then be considered by the board at the next board meeting.
15. The board shall, within 14 days after the meeting, notify (in writing or by e-mail) the applicant of its decision on whether or not to admit him/her to membership.
16. Any membership subscriptions shall be agreed at Annual General Meetings.
Register of members
17. The board shall maintain a register of members, setting out the full name, address and e-mail of each member, the date on which they were registered to membership.
For each former member – for at least six years from the date on which he/she ceased to be a member his/her name and the date on which any person/group ceased to be a member.
18. The board must ensure that the register of members adheres to any data privacy regulations and is updated within 28 days of any change which arises from a resolution of the board or a resolution passed by the members of the organisation; or which is notified to the organisation.
19. If a member or charity trustee of the organisation requests a copy of the register of members, the board must ensure that a copy is supplied to him/her within 28 days, providing the request is reasonable; if the request is made by a member (rather than a charity trustee), the board may provide a copy which has the addresses blanked out and in line with GDPR)
Withdrawal from membership
20. Any person/group who wishes to withdraw from membership shall sign, and lodge with the association, a written notice to that effect; on receipt of the notice by the organisation they shall cease to be a member.
Transfer of membership
21. Membership of the organisation may not be transferred by a member.
Re-registration of members
22. The board may, at any time, issue notices to the members requiring them to confirm that they wish to remain as members of the organisation, and allowing them a period of 28 days (running from the date of issue of the notice) to provide that confirmation to the board.
23. If a member fails to provide confirmation to the board (in writing or by e-mail) that he/she wishes to remain as a member of the organisation before the expiry of the 28 day period referred to in clause 22, the board may expel him/her from membership.
24. A notice under clause 22 will not be valid unless it refers specifically to the consequences (under clause 23) of failing to provide confirmation within the 28 day period.
Expulsion from membership
25. Any person/group may be expelled from membership by way of a resolution passed by majority vote at a committee meeting, providing the following procedures have been observed:-
a) it is clear that the member has brought the organisation into disrepute by their actions
b) at least 21 days’ notice in writing of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion
c) the member concerned shall be entitled to be heard on the resolution at the committee meeting at which the resolution is proposed.
26. Membership of the organisation will terminate on death.
DECISION MAKING BY THE MEMBERS
27. The board shall convene an annual general meeting in each year.
28. The gap between one AGM and the next must not be longer than 15 months.
29. Notwithstanding clause 27, an AGM does not need to be held during the calendar year in which the organisation is formed; but the first AGM must still be held within 15 months of the date on which the organisation is formed.
30. The business of each annual general meeting shall include:-
a) a report by the chair on the activities of the association
b) consideration of the annual accounts of the association
c) the election/re-election of members of charity trustees , as referred to in clause 59 - 62.
31. The board may convene a special members’ meeting at any time.
Power to request the board to arrange a special members’ meeting
32. The board must arrange a special members meeting if they are requested to do so by a notice (which may take the form of two or more documents in the same terms, each signed by one or more members) by members who amount to 5% or more of the total membership of the organisation at the time, providing:
a) the notice states the purposes for which the meeting is to be held
b) those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision.
33. If the board receives a notice under clause 32, the date for the meeting which they arrange in accordance with the notice must not be later than 28 days from the date on which they receive the notice.
Notice of members’ meetings
34. At least 14 clear days notice must be given of any AGM or any special members’ meeting.
35. The notice calling a members’ meeting must specify in general terms what business is to be dealt with at the meeting and
a) in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or
b) in the case of any other resolution falling within clause 45 (requirement for two-thirds majority) must set out the exact terms of the resolution.
36. The reference to ‘clear days’ in clause 34 shall be taken to mean that, in calculating the period of notice
a) the day after the notices are posted (or sent by e-mail) should be excluded; and
b) the day of the meeting itself should also be excluded
37. Notice of every member’s meeting must be given to all the members of the organisation, and to all the charity trustees; but the accidental omission to give notice to one or more members will not invalidate the proceedings at the meeting.
38. Any notice which requires to be given to a member under this constitution must be:-
a) sent by post to the member, at the address last notified by him/her to the organisation; or
b) sent by e-mail to the member, at the e-mail address last notified by him/her to the organisation.
Procedure at members’ meetings
39. No business shall be dealt with at any members meeting unless a quorum is present.
40. The quorum for a members’ meeting shall be 10 members or 1/3 of the membership whichever is the lowest number present in person.
41. If a quorum is not present within 15 minutes after the time at which a members meeting was due to commence - or if during a meeting, a quorum ceases to be present - 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.
42. The chair of the organisation should act as chairperson of each members’ meeting.
43. If the chair is not present within 15 minutes after the time at which the meeting was due to commence (or is not willing to act as chairperson), the charity trustees present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting.
Voting at members’ meetings
44. Every member shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally.
45. All decisions at members’ meetings will be made by majority vote – with the exception of the types of resolution listed in clause 46.
46. The following resolutions will be valid only if passed by not less than two thirds of those voting on the resolution at a members’ meeting) or if passed by way of a written resolution under clause 50)
a) a resolution amending the constitution
b) a resolution expelling a person from membership under clause 26;
c) a resolution directing the board to take any particular step (or directing the board not to take any particular step)
d) a resolution approving the amalgamation of the organisation with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation).
e) a resolution to the effect that all of the organisation’s property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all of its property, rights and liabilities)
f) a resolution for the winding up or dissolution of the organisation.
47. If there is an equal number of a vote for and against any resolution, the chairperson of the meeting shall be entitled to a second (casting) vote.
48. A resolution put to the vote at a general meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two members present in person at the meeting); a secret ballot may be demanded either before the show of hands takes place, or immediately after the result of the show of hands is declared.
49. If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.
Written resolutions by members
50. A resolution agreed to in writing (or by e-mail) by all the members will be as valid as if it had been passed at a members’ meeting; the date of the resolution will be taken to be the date on which the last member agreed to it.
Minutes of members’ meetings
51. The board must ensure that proper minutes are kept in relation to all members’ meetings.
52. Minutes of members’ meetings must include the names of those present, and (so far as possible) should be signed by the chairperson of the meeting.
53. The board shall make available copies of the minutes referred to in clause 50 to any member of the public requesting them; but on the basis that the board may exclude confidential material to the extent permitted under clause 98.
Number of charity trustees
54. The maximum number of charity trustees shall be 12.
a) No more than 12 shall be charity trustees who were elected/appointed under clause 59; and
b) No more than 3 shall be charity trustees who were co-opted under the provisions of clauses 63 and 64.
55. The minimum number of charity trustees is 4.
56. Age of eligibility to be a trustee is 18 years and over. A person shall not be eligible for election/appointment to the board under clauses 58 and 61 unless they are a member of the organisation; A person appointed to the board under clause 63 need not, however, be a member of the organisation.
57. A person will not be eligible for election or appointment to the board if he/she is:-
a) disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
b) an employee of the organisation
Initial charity trustees
58. The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of the organisation shall be deemed to have been appointed by the members as charity trustees with effect from the date of incorporation of the organisation.
Election, retiral, re-election
59. At each annual general meeting, the members may elect any member (unless he/she is debarred from membership under clause 57) to be a charity trustee.
60. The board may at any time appoint any member (unless he/she is debarred from membership under clause 57) to be a charity trustee.
61. At each annual general meeting, all of the charity trustees elected/appointed under clauses 59 and 60 (and, in the case of the first AGM, those deemed to have been appointed under clause 58) shall retire from office - but shall then be eligible for re-election under clause 59.
62. A charity trustee retiring at an AGM will be deemed to have been re-elected unless:-
a) he/she advises the board prior to the conclusion of the AGM that he/she does not wish to be re-appointed as a charity trustee; or
b) an election process was held at the AGM and he/she was not among those elected/re-elected through that process; or
c) a resolution for the re-election of that charity trustee was put to the AGM and was not carried out.
Appointment/re-appointment of co-opted charity trustees
63. In addition to their powers under clause 60, the board may at any time appoint any non-member of the organisation to be a charity trustee (subject to clause 54, and providing he/she is not debarred from membership under clause 57) either on the basis that he/she has been nominated by a body with which the organisation has close contact in the course of its activities or on the basis that he/she has specialist experience and/or skills which could be of assistance to the board.
64. At each AGM, all of the charity trustees appointed under clause 63 shall retire from office - but shall then be eligible for re-appointment under that clause.
Termination of office
65. A charity trustee shall automatically vacate office if:-
a) he/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;
b) he/she becomes incapable for medical reasons of carrying out his/her duties as a charity trustee – but only if that has continued (or is expected to continue) for a period of more than six months;
c) (in the case of a charity trustee elected/appointed under clauses 59 to 62) he/she ceases to be a member of the organisation
d) he/she becomes an employee of the organisation;
e) he/she resigns office by notice to the organisation
f) he/she is absent (without good reason, in the opinion of the board) from more than three consecutive meetings of the board, but only if the board resolve to remove him/her from office.
g) he/she is removed from office by resolution of the board on the grounds that he/she is considered to have committed a material breach of the code of conduct for charity trustees (as referred to in clause 83);
h) he/she is removed from office by resolution of the board on the grounds that he/she is considered to have been in serious or persistent breach of his/her duties under section 66 a) or b) of the Charities and Trustees Investment (Scotland) Act 2005; or
i) he/she is removed from office by a resolution of the members passed at a members’ meeting.
66. A resolution under paragraph 65 g), 65 h) or 65 i) shall be valid only if:-
a) the charity trustee who is the subject of the resolution is given reasonable prior written notice of the grounds upon which the resolution for his/her removal is to be proposed;
b) the charity trustee concerned is given the opportunity to address the meeting at which the resolution is proposed, prior to the resolution being put to the vote; and
c) (in the case of a resolution under paragraph 65 g) or 65 h) at least two thirds (to the nearest round number) of the charity trustees then in office vote in favour of the resolution.
Register of charity trustees
67. The board shall maintain a register of charity trustees, setting out:-
his/her full name, address and e-mail of each member of the board
the date on which he/she was appointed as a charity trustee
any office held by him/her in the organisation;
for each former charity trustee for six years from the date on which he/she ceased to be a charity trustee:-
d) the name of the charity trustee
e) any office held by him/her in the organisation
f) the date on which he/she ceased to be a charity trustee.
68. The board must ensure that the register of charity trustees is updated within 28 days of any change:-
a) which arises from a resolution of the board or a resolution passed by the members of the organisation; or
b) which is notified to the organisation
69. If any person requests a copy of the register of charity trustees, the board must ensure that a copy is supplied to him/her within 28 day, providing the request is reasonable; if the request is made by a person who is not a charity trustee of the organisation, the board may provide a copy which has the addresses blanked out - if the SCIO is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.
70. The charity trustees must elect from among themselves a chair, a vice chair, a treasurer and a secretary.
71. In addition to the office-bearers required under clause 72, the charity trustees may elect (from among themselves) further office bearers (if any) as they consider appropriate.
72. Office bearers shall cease to hold office at the conclusion of each annual general meeting, but shall then be eligible for re-election under clause 70 - 71.
73. A person elected to any office shall cease to hold that office if he/she ceases to be a charity trustee or if he/she resigns from that office by written notice to that effect.
Powers of board
74. Except as otherwise provided in this constitution, the organisation and its assets and operations shall be managed by the board, who may exercise all the powers of the organisation .
75. A meeting of the board at which a quorum (a quorum being 3 members) is present may exercise all powers exercisable by the board.
76. The members may, by way of a resolution passed in compliance with clause 46 (requirement for two-thirds majority), direct the board to take any particular step or direct the board not to take any particular step; and the board shall give effect to any such direction accordingly.
Charity trustees – general duties
77. Each of the charity trustees has a duty, in exercising his/her functions as a charity trustee, to act in the interests of the organisation; and, in particular, must
a) seek, in good faith, to ensure that the association acts in a manner which is in accordance with its purposes (as set out in this constitution)
b) act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person
c) in circumstances giving rise to the possibility of a conflict of interest between the association and any other party
c1) put the interests of the organisation before that of the other party;
c2) where any other duty prevents him/her from doing so, disclose the conflicting interest to the organisation and refrain from participating in any discussions or decisions of the other charity trustees with regard to the matter in question
d) ensure that the association complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
78. In addition to the duties outlined in clause 77, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring:-
a) that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and
b) that any trustee who has been in serious and persistent breach of those duties is removed as a trustee.
a) he/she has declared his/her interest
b) he/she has not voted on the question of whether or not the organisation should enter into the relevant arrangement
a charity trustee will not be debarred from entering into an arrangement with the organisation in which he/she has a personal interest and (subject to clause 81 and to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005) he/she may retain any personal benefit which arises from that arrangement.
80. No charity trustee may serve as an employee (full time or part time) of the organisation, and no charity trustee may be given any remuneration by the organisation for carrying out his/her duties as a charity trustee.
81. The charity trustees may be paid all travelling and other expenses reasonably incurred by them in connection with carrying out their duties; this may include expenses relating to their attendance at meetings, or otherwise in connection with the carrying-out of their duties.
Code of conduct for charity trustees
82. Each of the charity trustees shall comply with the code of conduct (incorporating detailed rules on conflict of interest) prescribed by the board from time to time.
83. The code of conduct referred to in clause 82 shall be supplemented to the provisions relating to the conduct of charity trustees contained in the constitution and the duties imposed on charity trustees under the Charities and Trustee Investment (Scotland) Act 2005; and all relevant provisions of this constitution shall be interpreted and applied in accordance with the provisions of the code of conduct in force from time to time.
DECISION-MAKING BY THE CHARITY TRUSTEES
84. Any charity trustee may call a meeting of the board or request the secretary to call a meeting of the board.
85. At least 7 days notice must be given of each board meeting, unless (in the opinion of the person calling the meeting) there is a degree of urgency which makes that inappropriate or there are regular meeting dates established and publicly announced via web page or similar portal.
Procedure at board meetings
86. No valid decisions can be taken at a board meeting unless a quorum is present; the quorum for meetings of the board shall be 3 charity trustees, present in person.
87. If at any time the number of charity trustees in office falls below the number stated as the quorum, the remaining charity trustees will have the power to fill the vacancies or call a members meeting - but will not be able to make any other valid decision.
88. The chair of the organisation should act as chairperson of each board meeting.
89. If the chair is not present within 15 minutes after the time when the meeting was due to commence (or is not willing to act as chairperson),the charity trustees present at the meeting shall elect (from among themselves) the person who will act as chairperson of the meeting.
90. Every charity trustee has one vote, which must be given personally.
91. All decisions at board meetings will be made by majority vote.
92. If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote.
93. The board may, at its discretion, allow any person to attend and speak at a board meeting; notwithstanding that he/she is not a charity trustee - but on the basis that he/she must not participate in decision-making.
94. A charity trustee must not vote at a board meeting (or at a meeting of a sub-committee) on any resolution concerning a matter in which he/she has a personal interest or duty which conflicts (or may conflict) with the interests of the organisation; he/she must withdraw from the meeting while an item of that nature is being dealt with.
95. For the purposes of clause 94:-
a) An interest held by an individual who is ‘connected’ with the charity trustee under section 68 (2) of the Charities and Trustees Investment (Scotland) Act 2005 (husband/wife, partner, child, parent, brother/sister etc) shall be deemed to be held by that charity trustee;
b) A charity trustee will be deemed to have a personal interest in relation to a particular matter if a body in relation to which he/she is an employee, director, member of the board, officer or elected representative has an interest in that matter.
Minutes of board meetings
96. The board must ensure that proper minutes are kept in relation to all board meetings and meetings of sub-committees.
97. The minutes to be kept under clause 96 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
98. The board shall (subject to clause 99) make available copies of the minutes referred to in clause 96 to any member of the public requesting them.
99. The board may exclude from any copy minutes made available to a member of the public under clause 98 any material which the board considers ought properly to be kept confidential - on the grounds that allowing access to such material could cause significant prejudice to the interests of the organisation or on the basis that the material contains reference to employee or other matters which it would be inappropriate to divulge.
Delegation to sub-committees
100. The board may delegate any of their powers to sub-committees; a sub-committee must include a least one charity trustee but other members of the sub-committee need not be charity trustees.
101. The board may also delegate to the chair of the organisation (or the holder of any other post) such of their powers as they may consider appropriate.
102. Any delegation of powers under clause 100 or 101, the board must set out appropriate conditions (which must include an obligation to report regularly to the board).
103. Any delegation of powers under clause 100 or 101 may be revoked or altered by the board at any time.
104. The rules of procedure for any sub-committee and the provisions relating to membership of each sub-committee, shall be set by the board.
Operation of accounts
105. Subject to clause 106, the signatures of two out of three signatories appointed by the board shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by the organisation; all three signatories must be charity trustees but must not be related.
106. Where the organisation uses electronic facilities for the operation of any bank or building society account, the authorisations required for operations on that account must be consistent with the approach reflected in clause 105.
Accounting records and annual accounts
107. The board must ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.
108. The board must prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions (or if the board consider that an audit would be appropriate for some other reason) the board should ensure that an audit of such accounts is carried out by a qualified independent auditor.
109. If the organisation is to be wound up or dissolved, the winding-up or dissolution process will be carried out in accordance with the procedures set out under the Charities and Trustee Investment (Scotland) Act 2005.
110. Any surplus assets available to the organisation immediately preceding its winding up or dissolution must be used for purposes which are the same as - or which closely resemble - the purposes of the organisation as set out in this constitution.
Alterations to the constitution
111. Subject to clause 112, the constitution may be altered by a resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 46) or by way of a written resolution of the members.
112. The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (eg change of name, an alteration to the purposes, amalgamation, winding-up) without the consent of the Office of the Scottish Charity Regulator (OSCR).
113. References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include:-
a) any statutory provision which adds to, modifies or replaces that Act; and
b) any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 113 a) above.
114. In this constitution:-
a) “charity” means 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 1 of the Charities Act 2011, providing (in either case) that its objects are limited to charitable purposes;
b) charitable purpose” means 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.
115. For the purpose of this constitution and membership management of the organisation any hand signed communications can be replaced by e-mail communications and have the same effect.
116. In relation to the land, care should be taken where works are carried out on private land. The trustees should ensure that any work to private land will result in benefit to the public which will outweigh any potential benefit to the landowner (i.e. this could be through increasing the value of their land or carrying out work which the landowner would normally have to pay a third party to do).