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| NOTE This is a representation of the Constitution only. If you want an authorised copy or to see the signed original please contact DECIDE direct. |
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| The |
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| Constitution |
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| of |
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| Dornock Eastriggs Creca |
| Initiative Development Enterprise |
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| (DECIDE) |
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| Name |
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| 1. | The name of the association is "Dornock Eastriggs Creca Initiative Development Enterprise" hereinafter referred to as "DECIDE". |
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| Objects |
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| 2. | DECIDE's objects are: |
| (a) | to provide a forum through which residents of the Dornock, Eastriggs and Creca area may develop and evaluate ideas and suggestions: |
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| | - to provide and enhance amenities for the benefit of the general public |
| | - to encourage a community spirit |
| | - to promote and encourage tourism |
| | - to promote and encourage commercial activity |
| | - to protect and preserve the local environment (be that built or natural environment) |
| | - to assist local voluntary groups in achieving their objects |
| | - to liase with the Local Authority and other local bodies and organisations |
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| (b) | to implement the above ideas and suggestions, providing that doing so does not conflict with, interfere with or duplicate any statutory obligations of the local authority. |
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| Powers |
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| 3. | In pursuance of the objects set out in clause 2 (but not otherwise), DECIDE shall have the following powers:- |
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| (a) | To encourage, accept and generate ideas and suggestions for meeting the above Objects, to evaluate those ideas and suggestions and to implement them where DECIDE's management committee considers them appropriate and in a manner determined by them. |
| (b) | To carry on any other activities which further any of the above objects. |
| (c) | To purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for DECIDE's activities. |
| (d) | To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of DECIDE. |
| (e) | To sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of DECIDE. |
| (f) | To borrow money, and to give security in support of any such borrowings by DECIDE. |
| (g) | To employ staff and to make reasonable provision for the payment of pension and/or other benefits for members of staff, ex-members of staff and their dependants, and/or engage contract or self employed staff such as are considered appropriate for the proper conduct of DECIDE's activities. |
| (h) | To engage such consultants and advisers as are considered appropriate from time to time. |
| (i) | To effect insurance of all kinds (which may include officers' liability insurance). |
| (j) | To invest any funds which are not immediately required for DECIDE's activities in such investments as may be considered appropriate in accordance with DECIDE's objectives (and to dispose of, and vary, such investments). |
| (k) | To liaise with local authorities, other voluntary sector bodies, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering DECIDE's objects. |
| (l) | To establish and/or support any charitable body, and to make donations for any charitable purpose falling within DECIDE's objects. |
| (m) | To form any charitable company with similar objects to those of DECIDE, and, if considered appropriate, to transfer to any such company (without any payment being required from the company) the whole or any part of DECIDE's assets and undertaking. |
| (n) | To take such steps as may be deemed appropriate for the purpose of raising funds for DECIDE's activities. |
| (o) | To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them). |
| (p) | To do anything which may be incidental or conducive to the furtherance of any of DECIDE's objects. |
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| General structure |
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| 4. | The structure of DECIDE shall consist of:- |
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| (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, the members elect people to serve on the management committee and take decisions in relation to changes to the constitution itself. |
| (b) | the JUNIOR MEMBERS (that is those under 16 years of age) - who have the right to attend the annual general meeting (and any special general meeting). |
| (c) | the MANAGEMENT COMMITTEE - who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of DECIDE; in particular, the management committee is responsible for monitoring the financial position of DECIDE. |
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| Qualifications for membership |
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| 5. | Membership shall be open to: |
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| (a) | all residents of the Dornock, Eastriggs and Creca communities. |
| (b) | any non residents by invitation of the Management Committee. |
| (c) | any corporate body which is invited by the management committee and has a permanent
presence in the community. |
| (d) | any individual who has been nominated for membership by an unincorporated body which is invited by the management committee and has a permanent presence in the community. |
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| 5A. | No more than one individual nominated under paragraph (d) of clause 5 by each unincorporated body may be a member of DECIDE at any given time. |
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| 6. | An employee (on whatever basis) of DECIDE shall not be eligible for membership; a person who becomes an employee of DECIDE after admission to membership shall automatically cease to be a member. |
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| Application for membership |
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| 7. | Any person or body who/which wishes to become a member must sign, and lodge with DECIDE, a written application for membership; in the case of a corporate body, the application must be signed by an appropriate officer of that body; in the case of an application under paragraph (d) of clause 5, the application must also be signed by an appropriate office bearer of the unincorporated body which is nominating him/her for membership. |
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| 8. | The management committee may, at its discretion, refuse to admit any person or body to membership. |
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| 9. | The management committee shall consider each application for membership at the first management committee meeting which is held after receipt of the application; the management committee shall, within a reasonable time after the meeting, notify the applicant of its decision on the application. |
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| Membership fee |
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| 10. | All members will be required to pay a non refundable annual membership fee set by the management committee, the initial fee is to accompany the membership application and will become due annually on the anniversary of joining DECIDE, but there shall be no membership fee for Junior Members. |
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| 10A. | Failure to pay the annual membership within 4 weeks of the due date shall result in automatic expulsion of the member. Reinstatement shall be at the discretion of the management committee who may require payment of any outstanding membership fees. |
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| Register of members |
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| 11. | The management committee shall maintain a register of members, setting out the full name and address of each member, the date on which he/she/it was admitted to membership, and the date on which any person or body ceased to be a member; in the case of a member who was admitted under paragraph (d) of clause 5, the entry against his/her name shall also include details of the unincorporated body which nominated him/her for membership. |
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| 11A. | If a member has formally expressed any particular interests relevant to the Objects of DECIDE defined above, any particular skills, a willingness to participate in the activities of DECIDE or a potential conflict of interests this may be recorded in the register of members. |
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| Withdrawal from membership |
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| 12. | Any person who/which wishes to withdraw from membership shall sign (in the case of a corporate body, through an appropriate officer), and lodge with DECIDE, a written notice to that effect; on receipt of the notice by DECIDE, he/she/it shall cease to be a member. |
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| 12A. | An unincorporated body which has nominated an individual for membership may withdraw its nomination at any time by written notice to DECIDE to that effect; on receipt of the notice by DECIDE, the individual in question shall automatically cease to be a member of DECIDE. |
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| Expulsion from membership |
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| 13. | Any person or body may be expelled from membership by way of a resolution passed by majority vote at a general meeting (meeting of members), providing the following procedures have been observed:- |
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| (a) | at least 21 days written notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion at the last known address of the member.
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| (b) | the member concerned shall be entitled to be heard on the resolution at the general meeting at which the resolution is proposed. |
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| General meetings (meetings of members) |
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| 14. | The management committee shall convene an annual general meeting in each year; not more than 15 months shall elapse between one annual general meeting and the next. |
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| 15. | The business of each annual general meeting shall include:- |
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| (a) | a report by the chair on the activities of DECIDE |
| (b) | consideration of the annual accounts of DECIDE |
| (c) | the election/re-election of members of the management committee, as referred to in clause
30. |
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| 16. | The management committee may convene a special general meeting at any time. |
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| Notice of general meetings |
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| 17. | At least 14 clear days' notice must be given (in accordance with clause 61) 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. |
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| 18. | The reference to "clear days" in clause 17 shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, and also the day of the meeting, should be excluded. |
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| 19. | Notice of every general meeting shall be given (in accordance with clause 61) to all the members of DECIDE, and to all the members of the management committee. |
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| Procedure at general meetings |
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| 20. | No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be 3 members, present in person or (in the case of members which are corporate bodies) present via their duly authorised representatives. |
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| 21. | If a quorum is not present within 15 minutes after the time at which a general meeting was due to commence - or if, during a meeting, a quorum ceases to be present - the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting. |
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| 22. | The chair of DECIDE shall (if present and willing to act as chairperson) preside as chairperson of each general meeting; if the chair is not present and willing to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the members of the management committee present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting. |
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| 23. | The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine. |
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| 24. | Every member (excluding Junior Members) shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally or (in the case of a member which is a corporate body) given via its duly authorised representative present at the meeting. |
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| 24A. | A member which is a corporate body shall be entitled to authorise an individual to attend and vote at general meetings; he/she will then be entitled to exercise the same powers on behalf of the body which he/she represents as that body could have exercised if it had been an individual member of DECIDE. |
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| 25. | 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. |
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| 26. | 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. |
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| 27. | 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. |
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| Maximum number of management committee members |
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| 28. | The maximum number of members of the management committee shall be 5; out of that, no more than 2 shall be members of the management committee who were co-opted under the provisions of clauses 32A and 32B. |
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| Eligibility |
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| 29. | A person shall not be eligible for election/appointment to the management committee under clauses 30, 31 and 32 unless he/she is a member of DECIDE or has been nominated for election/appointment to the management committee by a member which is a corporate body; a person appointed to the management committee under clauses 32A and 32B need not, however, be a member of DECIDE. |
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| 29A. | A person shall not be eligible for election/appointment to the management committee if he/she is an employee of DECIDE. |
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| 29B. | A person who has served on the management committee for a period of three years shall not be eligible for re-election at the next annual general meeting unless there are not sufficient other candidates to fill all vacancies on the management committee. |
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| Election, retiral, re-election |
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| 30. | At each annual general meeting, the members may (subject to clause 28) elect any member to be a member of the management committee. |
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| 31. | The management committee may at any time appoint any member to be a member of the management committee (subject to clause 28). |
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| 31A. | A member which is a corporate body may (subject to clause 31B) nominate any individual for election/appointment to the management committee; he/she will then be deemed to be a member of DECIDE for the purposes of clauses 30 and 31. |
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| 31B. | No more than one individual nominated under clause 31A by each corporate member may serve as a member of the management committee at any given time. |
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| 32. | At each annual general meeting, one third (to the nearest round number) of the members of the management committee, determined as those having the longest continuous period of membership of the committee, disregarding for this purpose those appointed under clause 31, shall retire from office - but shall then be eligible for re-election. |
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| Re-appointment of co-opted management committee members |
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| 32A. | At each annual general meeting, all of the members of the management committee appointed under clause 31 shall retire from office - but shall then be eligible for re-appointment under clause 31. |
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| Appointment of management committee members nominated by Dumfries and Galloway Council |
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| 32B. | Dumfries and Galloway Council shall be entitled to nominate any person to serve on the management committee; the management committee shall, at the management committee meeting which follows receipt of any such notice, appoint the individual named in the notice (subject to clause 32C) as a member of the management committee with immediate effect. |
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| 32C. | No more than one person nominated under clause 32B may serve as a member of the management committee at any given time. |
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| 32D. | For the avoidance of doubt, a member of the management committee appointed under clause 32B shall not require to retire from office at any annual general meeting. |
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| Termination of office |
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| 33. | A member of the management committee shall automatically vacate office if:- |
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| (a) | he/she becomes debarred under any statutory provision from being involved in the management or control of any organisation |
| (b) | he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months |
| (c) | he/she ceases to be a member of DECIDE or (if he/she was nominated by a corporate body) the corporate body which nominated him/her ceases to be a member of DECIDE or (in the case of a member of the management committee elected/appointed under clauses 30, 31 and 32) he/she ceases to be a member of DECIDE or (except in the case of a member of the management committee appointed under clause 32A) he/she ceases to be a member of DECIDE. |
| (d) | he/she becomes an employee of DECIDE |
| (e) | (in the case of a member of the management committee appointed under clause 32B) Dumfries and Galloway Council withdraws his/her nomination by written notice to DECIDE to that effect. |
| (f) | he/she resigns office by notice to DECIDE |
| (g) | he/she is absent (without permission of the management committee) from more than three consecutive meetings of the management committee, and the management committee resolve to remove him/her from office. |
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| Register of management committee members |
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| 34. | The management committee shall maintain a register of management committee members, setting out the full name and address of each member of the management committee, the name of the corporate member which nominated each management committee member (if applicable), the date on which each such person became a management committee member, and the date on which any person ceased to hold office as a management committee member. |
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| Office bearers |
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| 35. | The management committee members shall elect from among themselves a chair, a treasurer and a secretary, and such other office bearers (if any) as they consider appropriate. |
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| 36. | For purposes of clarity, the management committee comprises all of the office bearers but not all management committee members need be office bearers. |
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| 37. | A person elected to any office shall cease to hold that office if he/she ceases to be a member of the management committee or if he/she resigns from that office by written notice to that effect. |
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| Powers of management committee |
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| 38. | Except as otherwise provided in this constitution, DECIDE and its assets and undertaking shall be managed by the management committee, who may exercise all the powers of DECIDE. |
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| 39. | A meeting of the management committee at which a quorum is present may exercise all powers exercisable by the management committee. |
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| 39A. | The management committee shall have sole authority to regulate the use to which property owned by or under control of DECIDE is put and define acceptable behaviour at any premises owned by or under control of DECIDE (which may include the exclusion of the consumption of food, alcohol and other beverages and tobacco). |
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| Personal interests |
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| 40. | A member of the management committee who has a personal interest in any transaction or other arrangement which DECIDE is proposing to enter into, must declare that interest at a meeting of the management committee; he/she will be debarred (in terms of clause 51) from voting on the question of whether or not DECIDE should enter into that arrangement. |
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| 41. | For the purposes of clause 40, a person shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that arrangement. |
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| 42. | Provided he/she has declared his/her interest - and has not voted on the question of whether or not DECIDE should enter into the relevant arrangement - a member of the management committee will not be debarred from entering into an arrangement with DECIDE in which he/she has a personal interest (or is deemed to have a personal interest under clause 41) and may retain any personal benefit which he/she gains from his/her participation in that arrangement. |
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| 43. | No member of the management committee may serve as an employee (full time or part time) of DECIDE, and no member of the management committee may be given any remuneration by DECIDE for carrying out his/her duties as a member of the management committee. |
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| 44. | The members of the management committee may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the management committee, general meetings, or meetings of committees, or otherwise in connection with the carrying-out of their duties. |
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| Procedure at management committee meetings |
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| 45. | Any member of the management committee may call a meeting of the management
committee or request the secretary to call a meeting of the management committee. |
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| 46. | Questions 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. |
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| 47. | 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 3. |
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| 48. | 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. |
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| 49. | Unless he/she is unwilling to do so, the chair of DECIDE shall preside as chairperson at every management committee meeting at which he/she is present; if the chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the management committee members present shall elect from among themselves the person who will act as chairperson of the meeting. |
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| 50. | 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. |
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| 51. | A management committee member shall not vote at a management committee meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of DECIDE; he/she must withdraw from the meeting while an item of that nature is being dealt with. |
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| 52. | For the purposes of clause 51, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that matter. |
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| Delegation to sub-committees |
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| 53. | 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; they may also delegate to the chair of DECIDE (or the holder of any other post) such of their powers as they may consider
appropriate. |
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| 54. | Any delegation of powers under clause 53 may be made subject to such conditions as the management committee may impose and may be revoked or altered. |
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| 55. | The rules of procedure for any sub-committee shall be as prescribed by the management committee. |
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| Operation of accounts and holding of property |
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| 56. | The signatures of two out of three signatories appointed by the management committee shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by DECIDE; at least one out of the two signatures must be the signature of a member of the management committee. |
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| 57. | The title to all property (including any land or buildings, the tenant's interest under any lease and (so far as appropriate) any investments) shall be held either in the names of the chair, treasurer and secretary of DECIDE (and their successors in office) or in name of a nominee company holding such property in trust for DECIDE; any person or body in whose name DECIDE's property is held shall act in accordance with the directions issued from time to time by the management committee. |
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| Minutes |
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| 58. | The management committee shall ensure that minutes are made of all proceedings at general meetings, management committee meetings and meetings of committees; a minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting. |
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| Accounting records and annual accounts |
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| 59. | The management committee shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements. |
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| 60. | The management committee shall prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions or if they otherwise think fit, they shall ensure that an audit of such accounts is carried out by a qualified auditor. |
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| Notices |
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| 61. | Any notice which requires to be given to a member under this constitution shall be in writing; such a notice may either be given personally to the member or be sent by post in a pre-paid envelope addressed to the member at the address last intimated by him/her/it to DECIDE. |
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| Dissolution |
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| 62. | If the management committee determines that it is necessary or appropriate that DECIDE be dissolved, it shall convene a meeting of the members; not less than 21 days' notice of the meeting (stating the terms of the proposed resolution) shall be given. |
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| 63. | If a proposal by the management committee to dissolve DECIDE is confirmed by a two-thirds majority of those present and voting at the general meeting convened under clause 62, the management committee shall have power to dispose of any assets held by or on behalf of DECIDE - and any assets remaining after satisfaction of the debts and liabilities of DECIDE shall be transferred to some voluntary or charitable body or bodies having objects similar to those of DECIDE; the identity of the body or bodies to which such assets are transferred shall be determined by the members of DECIDE at, or prior to, the time of dissolution. |
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| 64. | For the avoidance of doubt, no part of the income or property of DECIDE shall (otherwise than in pursuance of DECIDE's voluntary objects) be paid or transferred (directly or indirectly) to the members, either in the course of DECIDE's existence or on dissolution. |
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| Alterations to the constitution |
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| 65. | The constitution may be altered by a resolution passed by not less than two-thirds of those present and voting at a general meeting, providing due notice of the meeting, and of the resolution, is given in accordance with clauses 17, 18 and 19. |
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| Initial members of the management committee |
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| 68. | The initial members of the management committee, and the positions held by each, shall be as set out below. |
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| NOTE This is a representation of the Constitution only. If you want an authorised copy or to see the signed original please contact DECIDE direct. |