Constitution

FRIENDS OF KING GEORGE V AND SCOTLAND YARD PARKS

CONSTITUTION

(Adopted at the 19th Annual General Meeting on 7th September 2021)

  1. NAME:  The name of the Association shall be “Friends of  King George V and Scotland Yard Parks” referred to hereinafter as “the Association”.
  1. The aims of the Association are
  • To conserve, preserve, protect and improve for the benefit of the public the King George V Park, Eyre Place, Edinburgh otherwise known as the King George V Park and/or Scotland Yard
  • To advance the education of the public about the history of the park
  • To promote provision of facilities which will encourage enjoyment and responsible use of the park by a wide range of the people who live and work in the locality

(Provided always that such activities will not absolve the local authority of its statutory responsibilities).

  1. Powers

In pursuance of these aims but not otherwise, the Association shall have the following powers

(a) to liaise with other voluntary bodies or relevant agencies as might be helpful

(b) to take such steps as might be deemed appropriate for the Association’s activities

(c) to accept grants, donations and legacies of all kinds and accept any reasonable conditions attached to them      .

  1. Income and property

 For the avoidance of doubt, these shall be used solely in promotion of the Association’s charitable aims.

  1. Membership

Membership shall be open to anyone who supports the objects of the Association and is willing to take part in its activities.

  1. Structure of the Association

 This shall consist of

(a) the members who have the right to attend the Annual General Meeting and any other General Meeting and in particular to elect people to serve on the Management Committee and to take decisions in relation to changes in the Constitution and

(b) the Management Committee, who shall hold meetings as required during the period between Annual General Meetings and generally control and supervise the activities of the Association.  In particular the Management Committee is responsible for monitoring the financial position of the Association

  1. The Management Committee.

This shall consist of eight members of the Association. It should include a chairperson, secretary and treasurer elected by the membership at a General Meeting.  It may co-opt additional members.  No Management Committee member shall serve more than three years without seeking re-election.  The Committee shall meet as often as necessary, but not less than twice a year. Three, one of whom shall be an office bearer, shall form a quorum.  Minutes shall be taken.

  1. General Meetings

These may be convened by the Management Committee at any time, having given 14 days’ notice to the membership.  There shall be an Annual General meeting at which members

(a) consider an Annual Report

(b) consider the Annual Accounts (prepared by the Management Committee, audited by a suitably qualified person and complying with all other statutory requirements)

(c) elect/re-elect members of the Management Committee

(d) appoint an auditor of the Annual Accounts who shall not be a member of the Management Committee.

There shall be a quorum of eight at any General Meeting.  Minutes shall be taken and where possible signed by the chairperson.  Only members of the Association shall be eligible to vote and shall have one vote each.  A resolution can be carried on a show of hands. Proxy voting can be facilitated whereby an office bearer can be permitted to vote on behalf of a member.

  1. Virtual meetings and hybrid meetings

The Management Committee shall have the discretion to call both Management Committee and General meetings in virtual form if they deem circumstances to justify this. Such meetings will permit participants to attend by means of conference telephone, video link or similar means of electronic communication, whereby all participants can be heard and hear each other without need for them to be physically present at the same location. Persons attending a meeting virtually shall have the same rights to receive notice, speak, vote and otherwise participate as they would have if attending the meeting in person.

The Management Committee may also at their discretion call hybrid meetings at which some participants attend in person and some virtually.

(a)  Where arrangements have been made for a meeting to be held virtually or in hybrid form the notice calling the meeting shall state that fact and include details of the means by which a person may attend virtually.

(b)  The quorum for hybrid meetings shall make no distinction between virtual participants and those attending in person.

(c)  The voting rights of members at a hybrid meeting shall be similar for virtual attendees and those attending in person.  This also applies to persons choosing to vote by proxy..

(d)   Minutes shall be taken which record the names of all persons present without distinction between those who attended virtually or in person.

  1. Changes to the Constitution

Any change to the constitution should be considered at a General Meeting.  Fourteen days’ notice shall be given to members of the changes proposed.

  1. Funds

All funds shall be lodged in a bank or building society in the name of the   Association.  The signatures of two out of three signatories shall be required in relation to all banking operations (other than lodgement of funds).  At least one of the two signatures must be that of a member of the Management Committee.

  1. Matters of Personal Interest

A member of the Management Committee who has a personal interest, or has a close relative with a personal interest, in any transaction or other arrangement into which the Association is proposing to enter must declare that interest and shall be debarred from voting on it, but will not be debarred from participation in the arrangement should that be the decision of the other members of the Management Committee.

  1. Remuneration and Expenses

Where a member of the Management Committee provides services to the Association the maximum amount of remuneration must be specified in a written agreement, must be reasonable and must be in the interests of the Association.  Otherwise only expenses reasonably incurred in connection with carrying out the Association’s business shall be remunerated to members of the Management Committee.

  1. Legal compliance

Members of the Management Committee have a duty to ensure that they act in the interests of the Association and that the Association complies with any directive, requirement, notice or duty imposed on it by the Charities and Trustee Investment (Scotland) Act 2005.

  1. Dissolution

If the Management Committee deems that it is necessary or appropriate to dissolve the Association it shall convene a General Meeting, stating the terms of the proposed resolution and giving 21 days’ notice.  If members agree with the resolution the Management Committee shall have the power to dispose of any assets remaining to the Association, after satisfaction of any debts, to another charity or charities having aims similar to those of the Association, the identity of this or these charities having been determined at the General Meeting.