Kippford Association Constitution

1 Name
1.1 The name of the organisation shall be “The Kippford Association”, a registered charity in Scotland (SCO12840), hereinafter referred to as “the Association”.

2 Objectives
2.1 To promote the benefit of those living in Kippford and the surrounding area as designated in the membership criteria, without distinction of sex, political, religious or other opinions by:
2.1.1 Providing or assisting in the provision of facilities for recreation and other leisure-time occupations within Kippford;
2.1.2 The provision, maintenance, management and promotion of Kippford Village Hall, Kippford Community Nature Reserve, other assets or buildings and local amenities for use by the residents of and visitors to Kippford;
2.1.3 To look after the interests of the residents and make representations on their behalf to local or other authorities on matters of general concern;
2.1.4 To provide information on Village matters, including meetings, by the posting of Minutes following meetings, maintaining the website and social media and the issue of a Newsletter as and when required.

3 Membership
3.1 Members of the Association are all persons aged 18 years or older who are resident or a home owner in Kippford or in the immediate vicinity of Kippford between and including each of Boundary Cottage and Auchensheen Road. These persons together with their spouse or civil partner will be the named recipient of respective annual Council Tax Demand Notices in respect of property or properties within the afore-mentioned boundary or be permanent adult
residents of such properties.
3.2 Members of the Association will be invited to donate annually to the funds of the association.  The amount donated will be at the discretion of the members.

4 General Meetings
4.1 An Annual General Meeting (“AGM”) will be held annually, within three months of the financial year end. At each AGM the business shall include:
4.1.1 Presentation and approval of the annual report.
4.1.2 Presentation and approval of annual accounts.
4.1.3 Election of the Management Committee.
4.1.4 Appointment of an Independent Examiner/Auditor.
4.2 A Special General Meeting (“SGM”) may be called at any time by the Committee or by written request, signed by at least six members and addressed to the Secretary, clearly indicating the purpose of the meeting.
4.3 The constitution can only be amended by a resolution passed by those members present and voting at a General Meeting (“GM”), providing that due notice has been given, including terms of the amendment(s).
4.4 The quorum for GMs shall be those members attending and not less than one third of the Committee members.
4.5 At least twenty-one days’ notice of GMs shall be given to members.
4.6 Voting at all AGM/GMs shall be by a show of hands, or by ballot if so determined, and decided by a simple majority of the votes cast. In the event of an equality of votes the Chairperson of the meeting shall have a second or casting vote.
4.7 Voting at an SGM/Special Resolution meeting, including any change to the constitution, shall be by a show of hands, or by ballot if so determined, and decided by a majority of not less than 2/3 of those present and voting

5 Management Committee and Office Bearers
5.1 The Management Committee (hereinafter referred to as “the Committee”) will consist of a minimum of 10 members and a maximum of 12 members elected at an AGM. They must all remain members of the Association throughout their term of office.
5.2 At the first Management Committee meeting following the AGM office bearers shall be elected: – Chairperson, Vice-Chairperson, Secretary, Treasurer and Hall Manager.
5.3 In the event of casual vacancies, the Committee may co-opt up to one third of the maximum number of Committee members to serve until the next AGM.
5.4 The Committee shall have the power to co-opt advisors and appoint one or more subcommittees.
5.5 The Committee will meet at least 10 times a year and will give at least seven days’ notice of Committee meetings.
5.6 The quorum for meetings of the Committee shall be no less than one third of Committee members.
5.7 Voting at all Committee meetings shall be by a show of hands, or by ballot if so determined, of the Committee members present and decided by a simple majority of the votes cast. In the event of an equality of votes the Chairperson of the meeting shall have a second or casting vote.
5.8 Minutes will be taken of proceedings at all meetings, including the names of those present, and these will be signed as approved by the Chairperson.
5.9 One third of the Management Committee members shall retire from office, by rotation, at the Annual General Meeting but shall be eligible for re-election. Election of new Committee members will take place at the AGM.
5.10 If a member of the Committee is deemed by a majority of the other members of the Committee to have conducted himself/herself in an inappropriate manner, or has become a member of another group or association that may be deemed to pose a conflict of interest to membership of the Kippford Association, the Committee shall have the power to remove him/her from the Committee. The proposal to remove the Committee member must be advised in writing to the Committee member stating the reason for the proposal and the Committee member should be given the right to reply. If the Committee decision is to remove
the Committee member, this should be confirmed in writing to the Committee member being removed within 7 days of the Committee meeting at which the decision was made. The decision of the Committee shall be final.
5.11 All Committee meetings will be open to all members to observe but voting will be restricted to committee members.

6 Finance
6.1 There will be a bank account in the name of The Kippford Association. The signatures of any two of four Committee Members, appointed from the Committee, shall be required for its operation. The signatories must not be connected as per the definition of ‘connected’ within the Charities & Trustee Investment [Scotland] Act 2005
6.2 All monies raised on behalf of the Association, after allowable expenses, will be paid into a single bank account in the name of The Kippford Association and used to further the objectives of The Kippford Association and for no other purpose other than the repayment of reasonable out of pocket expenses of Committee members.
6.3 The Association’s financial year shall run from 1st September to 31st August.
6.4 The Treasurer shall keep proper accounting records and shall prepare an Income and Expenditure Account for the year to 31st August. This will comply with all relevant regulatory requirements and be presented for approval at the AGM after independent examination by a competent person. If an audit is required under any statutory provisions, or if they otherwise think fit, the Committee shall ensure that an audit of the accounts is carried out by a qualified auditor.

7 Dissolution
7.1 If the Committee determines that, for any reason, it is appropriate for The Kippford Association to be dissolved, it shall convene a Special General Meeting.
7.2 In the event of dissolution, The Kippford Association Committee shall sell such assets as they consider appropriate for the best price reasonable and settle the debts and liabilities of the organisation. Any assets remaining after the satisfaction of such debts and liabilities will be given or transferred to such charitable organisation(s) with similar objectives to The Kippford Association.