Loanhead Community Development Association
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Loanhead Community Development Association
CONSTITUTION
 
1. NAME
This organisation shall be called the Loanhead Community Development Association and shall hereinafter be referred to as ‘the Association’.
 
2. OBJECTS
The objects of the Association shall be to enhance and expand the facilities available for the use of the residents of Loanhead and community groups and voluntary bodies operating in Loanhead by all or any of the following means:-
(a) The retention, maintenance, enhancement, improvement and, where necessary, expansion of existing public halls, other public buildings, parks, playing fields, other public open spaces and community facilities generally.
   
(b) The development of new public halls, other public buildings, parks, playing fields, other public open spaces and community facilities generally.
   
(c) The encouragement of the use of all public halls, other public buildings, parks, playing fields, other public open spaces and community facilities generally in order that each might be made use of for the maximum possible benefit of the residents of Loanhead and community groups and voluntary bodies operating in Loanhead.
The Association shall also seek to preserve the separate identity of Loanhead, together with the history, heritage and traditions of Loanhead.
 
3. DEFINITIONS
In this Constitution, “Loanhead” shall mean the area within the boundaries which apply to Loanhead & District Community Council.
 
4. MEMBERSHIP OF THE ASSOCIATION
(a) Group Membership of the Association shall be open to all community groups and voluntary bodies operating in Loanhead and which exist for the benefit, advancement, recreation or enjoyment of the residents of Loanhead or any particular group or section of the said residents. Without prejudice to the foregoing generality, it is declared that such groups and bodies include Loanhead & District Community Council, Loanhead Children’s Sports & Gala Day Association, all sporting clubs and organisations within Loanhead, Loanhead Miners Charitable Society, Loanhead Ex-Servicemen’s Club, Loanhead Parish Church, St Margaret’s RC Church, the School Councils, Parent Councils or any similar bodies operated at Loanhead Primary School, Paradykes Primary School and St Margaret’s Primary School, all youth organisations within Loanhead, Loanhead After School Club, all organisations for senior citizens within Loanhead, all bands and other musical organisations in Loanhead, Loanhead Music Festival, Loanhead Town Twinning Association, Loanhead Branch of The Royal British Legion and Loanhead, Roslin & Distict Rotary Club.
   
(b) Individual Membership of the Association shall be open to all residents of Loanhead aged 16 years or over. Each Councillor for the local authority ward or wards including all or part of Loanhead will qualify for individual membership whether or not he or she may be a resident of Loanhead.
   
(c) Annual membership fees will be £5 for group membership and £1 for individual membership or such other sums as may be set at the Annual General Meeting.
 
5. COMPOSITION OF THE FORUM
(a) The Association shall annually at the Annual General Meeting appoint a Forum which, together with the Executive Committee, shall be responsible for all aspects of the organisation and running of the Association in the period until the Annual General Meeting in the following year when offices will become vacant.
   
(b) The Forum shall comprise a Chairman, Vice Chairman, Honorary Secretary and Honorary Treasurer (hereinafter referred to as “the Office Bearers) and such other members as may be appointed on the following basis:-

Each organisation with Group Membership of the Association shall be entitled to nominate not more than two persons to serve on the Forum and to represent the said organisation on the Forum. Each organisation shall be entitled to appoint new nominees as its representatives at any time.

Those parties holding individual membership of the Association shall annually at the Annual General Meeting elect not more than ten members from their number to serve on the Forum. In electing these members, only those parties holding individual membership of the Association will be entitled to make or second any nomination and to cast any vote in the event of more than ten members being nominated for the posts available. In the event of a tie, the Chairman of the meeting shall have a casting vote.

Each Councillor for the local authority ward or wards including all or part of Loanhead will be a member of the Forum by virtue of holding office as such Councillor.
   
(c) The Office Bearers may be representatives of organisations with group membership, parties holding individual membership or Councillors. In the event of there being more than one nomination for any of the Office Bearers’ posts and a vote being required, each organisation with group membership represented at the Annual General Meeting will have two votes, each party with individual membership present at the meeting will have one vote and each Councillor present at the meeting will have no votes. In the event of a tie, the Chairman of the meeting shall have a casting vote.
   
(d) In the event of any representative of an organisation with group membership being elected as an Office Bearer, that organisation will be entitled to appoint not more than one other party to serve on the Forum as its representative.
   
(e) In the event of any representative of an organisation with group membership being elected as an Office Bearer, that person shall be entitled to continue in that post until the next Annual General Meeting, notwithstanding that, in the interim period, he or she may cease to be an appointed representative of the organisation concerned.
   
(f) All Office Bearers and all other members of the Forum shall be elected to serve for a term of one year, being until the next Annual General Meeting when all offices and all positions on the Forum shall become vacant.
   
(g) Any Office Bearer’s posts and any of the other Forum membership positions which remain vacant at the date of any Annual General Meeting or which become vacant by the subsequent resignation of the holder of any post, may be filled, on the invitation of the Forum (following a resolution to that effect by a majority of the members), by any party who would have been entitled to be nominated to the post at an Annual General Meeting.
   
(h) All Office Bearers and all Forum members will be entitled to seek re-election.
   
(i) Persons may be nominated in their absence for any Office Bearers’ post or for membership of the Forum provided that they have previously consented to such a nomination and written evidence of such consent from the nominee is produced at the Annual General Meeting.
 
6. TRUSTEES
The Trustees of the Association shall be at all times the Chairman, Vice Chairman, Honorary Secretary and Honorary Treasurer during their respective terms of office. In the event of any land or buildings being owned by the Association, the title shall be held in the name of the Chairman, Vice Chairman, Honorary Secretary and Honorary Treasurer of the Association and their respective successors in office as Trustees ex officio.
 
7. DUTIES OF THE OFFICE BEARERS
(a) The Chairman shall chair all meetings of the Forum and its Executive Committee and any Annual General Meeting or Extraordinary General Meeting, maintain Order during general discussion and shall have the casting vote in the event of a deadlock. Before a vote is taken the Chairman shall allow adequate time for discussion. The Chairman shall have authority, along with the Secretary and Treasurer, to sign cheques.
   
(b) The Vice Chairman shall act as the deputy of the Chairman in the Chairman’s absence and shall have the powers of the Chairman when so acting other than the authority to sign cheques.
   
(c) The Secretary shall be responsible for all administration and organisation of the Association, the Forum and its Executive Committee. The secretary shall attend to all correspondence except as delegated to other members of the Forum or Executive Committee, keep a record of all members and their attendance at meetings and shall have authority, along with the Chairman and Treasurer, to sign cheques. The Secretary shall be responsible for recording all discussions and decisions and shall in general minute all business transacted during Forum and Executive Committee meetings, except insofar as the said duty may be delegated to any separate Minute Secretary who may be appointed by the Forum.
   
(d) The Treasurer shall keep account of all monies received and expended for the financial commitments of the Association, shall pay all accounts and issue receipts for monies received. The Treasurer shall be responsible to the Association for all financial transactions and shall have authority, along with the Chairman and Secretary, to sign cheques. The Treasurer shall present a full set of accounts, duly audited or examined, including a statement of income and expenditure and, if deemed necessary, a balance sheet detailing all assets and liabilities, to the Annual General Meeting each year.
 
8. DUTIES OF MEMBERS OF THE FORUM
All Office Bearers and all members of the Forum shall be required to attend all meetings of the Forum, to enter discussions, to voice their opinion on matters of Association and Forum business and vote when required. At all times they will accept the majority vote and come to order when requested by the Chairman.
 
9. EXECUTIVE COMMITTEE & SUB COMMITTEES
(a) The Executive Committee shall comprise the Office Bearers, each Councillor for the local authority ward or wards including all or part of Loanhead and a maximum of four other members of the Forum.
   
(b) Following the appointment of the Forum at the Annual General Meeting, the Chairman will invite nominations of members of the Forum for the four available positions on the Executive Committee. In the event of there being more than four nominations for these positions on the Executive Committee and a vote being required, each organisation with group membership represented at the Annual General Meeting will have the opportunity to vote twice for not more than four different candidates, each party with individual membership present at the meeting will have the opportunity to vote once for not more than four different candidates and each Councillor present at the meeting will have no opportunity to vote. In the event of a tie, the Chairman of the meeting shall have a casting vote.
   
(c) No organisation with group membership will be entitled to have more than one representative on the Executive Committee (including Office Bearers).
   
(d) In the event of any representative of an organisation with group membership being elected as a member of the Executive Committee, that person shall be entitled to continue in that post until the next Annual General Meeting, notwithstanding that, in the interim period, he or she may cease to be an appointed representative of the organisation concerned.
   
(e) All members of the Executive Committee shall be elected to serve for a term of one year, being until the next Annual General Meeting when all positions on the Executive Committee shall become vacant.
   
(f) Should all or any of the aforementioned four available positions on the Executive Committee remain vacant at the date of any Annual General Meeting or become vacant by the subsequent resignation of the holder of any of these positions, any such position may be filled, on the invitation of the Forum (following a resolution to that effect by a majority of the members), by any party who would have been entitled to be nominated to the position at an Annual General Meeting.
   
(g) Any person elected to any of the four available positions on the Executive Committee shall be entitled to seek re-election to the Executive Committee at a subsequent Annual General Meeting.
   
(h) Persons may be nominated in their absence for any of the four available positions on the Executive Committee provided that they have previously consented to such a nomination and written evidence of such consent from the nominee is produced at the Annual General Meeting.
   
(i) The Forum may, at any of its meetings form such sub-committees as it may deem necessary in order to facilitate the fulfilling of the Association’s purposes.
   
(j) The Executive Committee and any sub committee established by the Forum shall have such powers and responsibilities as may be delegated to them by the Forum.
 
10. MEETINGS
(a) An Annual General Meeting shall be held each year during the month of May on a date and at a time and place fixed by the Forum. Notice of each Annual General Meeting shall be given to all organisations, individuals and councillors who are in membership of the Association as at the date occurring 14 days prior to the date set for the Annual General Meeting, in the local press and by such other means as the Forum shall deem appropriate.
   
(b) An Extraordinary General Meeting may be called at any time during the year on the resolution of the Forum. Notice of an Extraordinary General Meeting shall be given to all organisations, individuals and councillors who are in membership of the Association as at a date fourteen days prior to the date fixed for the Extraordinary General Meeting, in the local press and by such other means as the Executive Committee shall deem appropriate.
   
(c) Notice in writing of any Annual General Meeting or Extraordinary General Meeting shall be given by the Secretary or other appointed member of the Executive Committee to all parties on whom such notice is due to be served in terms of sub paragraphs (a) and (b) above not less than seven days before the date of the Annual General Meeting or Extraordinary General Meeting in question.
   
(d) The Forum shall meet on not more than three occasions each year (excluding the Annual General Meeting and any Extraordinary General Meeting). The Executive Committee shall hold such meetings as it deems necessary in order to conduct its business and these shall be at least once in every period between meetings of the Forum.
   
(e) Decisions taken at any ordinary business meetings of the Executive Committee shall be null and void unless there was present at the meeting a quorum of members. A quorum shall consist of a minimum of four members of the Executive Committee including at least two of the Office Bearers.
   
(f) Ordinary business meetings of the Forum shall be open to elected office bearers and other elected and appointed members of the Forum only. With the exception of Councillors, each member of the Forum (including office bearers) shall have equal voting power at meetings of the Forum. Councillors will have no vote at any meeting of the Forum. On the resolution of the Forum, other parties may attend such meetings and may make representations to the Forum but shall have no power to vote.
   
(g) Ordinary business meetings of the Executive Committee shall be open to elected office bearers, other elected members of the Executive Committee and Councillors only. With the exception of Councillors, each member of the Executive Committee (including office bearers) shall have equal voting power at meetings of the Executive Committee. Councillors will have no vote at any meeting of the Executive Committee. On the resolution of the Executive Committee, other members of the Forum may attend such meetings and may make representations to the Executive Committee but shall have no power to vote.
 
11. FINANCES
(a) The Books shall be audited or examined each year by two persons appointed as Auditors or Examiners at the Annual General Meeting (or failing such appointment at the Annual General Meeting, as appointed by the Forum) for that purpose. For the avoidance of doubt, the Auditors or Examiners shall not be Office Bearers or other members of the Executive Committee.
   
(b) The Treasurer shall present the books for inspection on the request of any office bearer, or any two members of the Forum, at any time.
   
(c) The financial year for the Association will be from 1 April in any year to 31 March next following.
   
(d) Subject to the terms of paragraph (f) below, the Association may raise funds by any means it deems appropriate. Without prejudice to the foregoing generality, the Association shall be entitled to seek grant funding for projects which are in accordance with its objects.
   
(e) All expenditure shall come within the purposes of the Association and shall be sanctioned by the Forum. The Executive Committee shall be permitted to sanction expenditure where this comes within a budget previously set by the Forum.
   
(f) The Association and/or the Forum shall be prohibited from having any overdraft facility on any bank account and generally shall have no power to borrow any funds with the exception of any interest free loan facility which may be negotiated by the Forum and where the lender confirms in a written agreement entered into with the Forum that the loan is only repayable from the assets or the Association and that no personal liability shall attach to any member or members.
   
(g) All cheques must be signed by any two of the Chairman, Secretary and Treasurer.
 
12. AMENDMENT OF THE CONSTITUTION
(a) The Constitution may only be amended at the Annual General Meeting or at an Extraordinary General Meeting. Any change must be approved by a majority vote at the Annual General Meeting or Extraordinary General Meeting. In conducting any such vote, each organisation with group membership represented at the Annual General Meeting or Extraordinary General Meeting will have two votes, each party with individual membership present at the meeting will have one vote and each Councillor present at the meeting will have no votes.
   
(b) Where it is proposed that any change in the Constitution be made at either an Annual General Meeting or an Extraordinary General Meeting, written notice of the proposed amendment to the Constitution must be given to all parties upon whom notice of the appropriate meeting (either Annual General Meeting or Extraordinary General Meeting) must be given in terms of Article 10 herein and the time limits specified in the said Article 10 for serving notice of the appropriate meeting shall apply also to the notice of any proposed amendment to the Constitution.
 
13. DISSOLUTION
In the event that the Association is no longer able to function and fulfil its objects, the following procedure will apply:
(a) A motion, to dissolve the Association shall be put to an Annual General Meeting, or Extraordinary General Meeting. All members shall require to be given prior written notice of the motion and meeting to which it will be put in accordance with Article 10 herein.
   
(b) To be carried the motion shall require to receive the support of not less than three quarters of the votes cast. In conducting any such vote, each organisation with group membership represented at the Annual General Meeting or Extraordinary General Meeting will have two votes, each party with individual membership present at the meeting will have one vote and each Councillor present at the meeting will have no votes.
   
(c) In the event of such a motion being carried, a Dissolution Committee comprising all current members of the Executive Committee at the date of the Annual or Extraordinary General Meeting in question and who signify at the said meeting that they wish to serve on the said Committee shall be established under the chairmanship of either the current Chairman at the time of the Extraordinary General Meeting or such Chairman as may be elected at the Annual General Meeting.
   
(d) The Dissolution Committee shall ingather and where necessary realise the whole assets of the Association and shall apply these as follows:- To settle all outstanding accounts and any existing debts and liabilities of the Association. All remaining property, assets and funds, after settlement of debts and liabilities, shall be transferred to another recognised charitable organisation with objects similar to the Association, failing which they shall be passed to the local authority having responsibility for Loanhead, to be held in trust for purposes that are in accordance with the the Objects of the Association and are exclusively charitable in law.
   
(e) For the avoidance of any doubt, no individual member of the Association shall be permitted to receive (unless in exchange for payment of a sum equivalent to the actual value of the item concerned) or profit from any of the assets of the Association.
   
(f) In the event that an order of Court is made to dissolve the Association and this is not subject to any or any further appeal, a Dissolution Committee shall be established as aforesaid and the terms of paragraph (d) hereof shall apply.