CONSTITUTION of Crathes in Flower 1. Name The name of the association is “Crathes In Flower”. 2. Objects The association’s objects are: a. To enhance the open spaces in and around Crathes by creating and maintaining floral exhibits and tending to existing plants and flowers with the goal of beautifying the open spaces and b. To enhance community involvement and encourage outdoor activity. 3. Powers In pursuance of the objects set out in clause 2, the association shall have the following powers:- a. To raise funds and goodwill to acquire horticultural items such as planters and tools, and to arrange for their installation, safekeeping and maintenance b. To acquire and grow flowers and plants at various times during the seasons c. To organise members or other volunteers to assist with maintenance of the plantings and existing flora. d. To engage tradesmen, consultants and advisers as are considered appropriate from time to time. e. To effect insurance of as may be required (which may include officers’ liability insurance). f. To liaise with other voluntary sector bodies, local authorities in Aberdeenshire and Kincardineshire, UK or Scottish government departments and agencies, and other bodies, including landowners with a view to furthering the association’s objects. g. To take such steps as may be deemed appropriate for the purpose of raising funds for the association’s activities. h. To accept grants, donations and legacies of all kinds and to accept any reasonable conditions attaching to them i. To do anything which may be incidental or conducive to the furtherance of any of the association’s objects. 4. General structure The structure of the association shall consist of:- a. 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, to elect the people to serve on the management committee and take decisions on behalf of the association. b. the MANAGEMENT COMMITTEE - who must uphold the objects of the association and hold regular meetings 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. 5. Qualifications for membership Membership shall be open to any person resident in the Aberdeenshire ward of Crathes with no restriction. 6. Application for membership Any person who wishes to become a member must lodge a written application for membership with name and contact details and reasons for wishing to join. a. The management committee shall consider each application for membership and shall notify the applicant of its decision on the application at its earliest convenience. b. Membership shall not be refused on unreasonable grounds c. New members will be added to the register of members 7. Membership subscription No membership subscription shall be payable. 8. Register of members and Data Protection The management committee shall maintain a register of members which must be compliant with the General Data and Privacy Regulations 2018 (GDPR). 9. Withdrawal from membership Any person who wishes to withdraw from membership shall lodge with the association a written notice to that effect; on receipt of the notice by the association, they shall cease to be a member and have their details removed from any registers.. 10. Expulsion from membership Any person may be expelled from membership by way of a resolution passed by majority vote at a special or general meeting, providing the following procedures have been observed:- a. at least 14 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion b. the member concerned shall be entitled to be heard on the resolution at the meeting at which the resolution is proposed. 11. Meetings The association shall convene one annual general meeting per year, and if required special general meetings on request of one or more management committee members and periodic management committee meetings on an as needed basis. The annual general meeting shall be held on or around the anniversary of its establishment and 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. 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 the management committee, as referred to in clause 15. The management committee may convene a special general meeting at any time if its needs to decide issues requiring the decision of the members. Other meetings of the management committee may be arranged on an as needed basis to discuss on-going matters. 12. Notice of meetings At least 14 clear days’ notice must be given to all registered members 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 preferred method of giving notice is by email. Management committee meetings may be held at least one days notice with the approval of the chairperson. 13. Procedure at meetings No business shall be dealt with at any meeting unless a quorum is present; the quorum for a meeting shall be 2 management committee members present in person. The chair of the association or his/her delegated officer shall preside as chairperson of each meeting. For any business requiring a vote, every member present shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally. The chairperson shall decide the method of any secret ballot if so required. 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. 14. The management committee The maximum number of members of the management committee shall be 6. A person shall not be eligible for election/appointment to the management committee unless they are a member of the association. 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 for each of the management committee positions. If a member of the management committee retires during the term, the Management Committee may elect any member to fill this position. 15. Elections All members of the management committee shall stand down from their position at each annual general meeting after having reported on the past year. Calls for nominations with proposer and seconder for names shall be made during the meeting and minuted. For single nominees, the members may then vote for or against the proposal. If more than one person is nominated for one position, the vote for each shall be by a show of hands or by secret vote - the procedure of which shall be decided by the incumbent chairperson. 16. Termination of office A member of the management committee shall automatically vacate office if:- a. they cease to be a member of the association b. they become an employee of the association c. they resign office by notice to the association d. they are absent (without permission of the management committee) from more than three consecutive meetings of the management committee, and the management committee resolve to remove them from office. Changes of management committee members during the year will be reported at the annual general meeting. 17. Office Bearers The office bearers positions of Chairperson, Treasurer and Secretary shall conduct their duties with the general understanding of their roles and responsibilities or as directed by the Chairperson. If necessary a full description of the roles may be drawn up. The position of Secretary and Treasurer may be combined if desired. 18. Powers of management committee Except as otherwise provided in this constitution, the association and its assets and undertaking shall be managed by the management committee, who may exercise all the powers of the association. The management committee must refer to the membership any changes of constitution, loss of quorum of management committee or proposed dissolution of the association and address these issues in either a special or general meeting. 19. Personal interests A member of the management committee who has a personal interest in any transaction or other arrangement which the association is proposing to enter into, must declare that interest at a meeting of the management committee and refrain from commenting or voting on the matter. A person shall be deemed to have a personal interest in an arrangement if they, or any partner or other close relative of theirs or any firm of which they are a partner or any limited company of which they are a substantial shareholder or directorship, are involved in the arrangement. All personal interests shall be recorded in minutes of meetings. No member of the management committee may serve as an employee (full time or part time) of the association, and no member of the management committee may be given any remuneration by the association for carrying out their duties as a member of the management committee. Where a management committee member provides services to the association or might benefit from any remuneration paid to a connected party for such services, then a. the maximum amount of the remuneration must be specified in a written agreement and must be reasonable b. the management committee members must be satisfied that it would be in the interests of the association to enter into the arrangement c. less than half of the management committee members must benefit from remuneration of that nature. The members of the management committee may be paid travelling and other expenses reasonably incurred by them in connection with the carrying-out of their duties. 20. Procedure at management committee meetings Any member of the management committee may request the chair 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 2. Business points 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. The management committee may, at its discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the management committee; for the avoidance of doubt, any such person who is invited to attend a management committee meeting shall not be entitled to vote. 21. Conduct of members of the management committee Each of the members of the management committee shall, in exercising their functions as a member of the management committee of the association, act in the interests of the association; and, in particular, must a. seek, in good faith, to ensure that the association acts in a manner which is in accordance with its objects as set out in this constitution b. act with the care and diligence which it is reasonable to expect of their elected position c. where any other duty prevents them from doing so, disclose the conflicting interest to the association and refrain from participating in any discussions or decisions involving the other members of the management committee with regard to the matter in question 22. Sub-committees The management committee may delegate any of their powers to any sub-committee consisting of one or more management committee members and such other persons (if any) as the management committee may determine. The rules of procedure for any sub-committee shall be as prescribed by the management committee. 23. Operation of accounts and holding of property . The management committee should decide who has authority for operation of bank or building society accounts. For issuing of cheques at least 2 signaturies shall be required, with a minimum of one active on the management committee. The title to all property (including any land or buildings, the tenant’s interest under any lease and any investments) shall be held either in the names of the chair, treasurer and secretary of the association (and their successors in office) or in name of a nominee company holding such property in trust for the association; any person or body in whose name the association’s property is held shall act in accordance with the directions issued from time to time by the management committee. 24. Minutes The management committee shall ensure that minutes are made of all proceedings at general meetings and special meetings. The minutes shall be made available to all members within 1 month of the meeting. 25. Accounting records and annual accounts The management committee shall ensure that proper accounting records are maintained in accordance with accepted practice and submit them for scrutiny at the annual general meeting. 26. Notices Any notice which requires to be given to a member under this constitution shall be in writing. 27. Dissolution If the management committee determines that it is necessary or appropriate that the association be dissolved, it shall convene a special meeting of the members. If a proposal by the management committee to dissolve the association is confirmed by a two-thirds majority of those present, the management committee shall have power to dispose of any assets held by or on behalf of the association - and any assets remaining after satisfaction of the debts and liabilities of the association shall be transferred to other associations, charity or charities having objects similar to those of the association; the identity of the body or bodies to which such assets are transferred shall be determined by the members of the association at, or prior to, the time of dissolution. For the avoidance of doubt, no part of the residual income or property of the association shall be paid or transferred directly or indirectly to the members. 28. Alterations to the constitution The constitution may be altered by a resolution passed by not less than two-thirds of those present and voting at a special or annual general meeting, providing due notice of the meeting, and of the resolution, is given. 29. Initial members of the management committee The initial members of the management committee, and the positions held by each, shall be as set out below. Position Name Signature Chair Ada Renwick Treasurer / Secretary Wynne Morrish Member at Large Barbara Sherry Member at Large Ann Ross This constitution was adopted on 22.10.2018