Braemar Tourism Group Constitution

 

1. BRAEMAR TOURISM GROUP

2. OBJECTIVE:

To promote business opportunities, through tourism, in Braemar and the surrounding area.

3. MANAGEMENT AND STRUCTURE

i) The officials of the Group shall consist of a Chair, Vice Chair, Secretary and Treasurer. The latter two need not be members.

ii)     The management of the affairs of the funds of the Group shall be vested in an Executive Sub-Group which shall consist of the Officials with the addition of up to four other members plus the appointees of any Special Members (see Section 4. iii).

iii)    A quorum at Executive Sub Group meetings shall be 50%. The Chair shall have the only casting vote.

iv)   Officials of the Group and members of the Executive Sub-Group shall hold office for one year, but shall be eligible for re-election to any position.

v)    Officials of the Group and members of the Executive Sub-Group shall be elected at the AGM.

vi)    The Executive Sub-Group may form Special Activity Sub-Groups whose purpose is defined and approved by the Executive Sub-Group. A register of Sub-Groups, their Terms of Reference and members shall be maintained by the Secretary. 

vii)   Membership of Special Activity Sub-Groups is open to all members and appointees of members as defined in section 4.ii...

4. MEMBERSHIP

i. Membership of the group shall be open to any individual or corporate body—owning, holding or representing any economic interest in Braemar and the surrounding area.

ii. If the member is a corporate body or household, one person shall be nominated to vote at a particular meeting. All directors and employees of a body or members of a household may attend meetings and be appointed to Sub-Groups.

iii. Nominated Special Members. (under terms of items 111, 1. (vi) and 8* of its Memorandum of Association). In recognition of the supportive nature of their membership Special Members shall appoint one of its Directors or Members to the Executive Sub-Group (but not as Chair).

* see note 1.

iv. Other Special Members may be accepted if they are approved by a majority of the Executive Sub-Group and ratified by a majority of a General Meeting.

5. WITHDRAWAL

A member wishing to withdraw from membership of the Group shall notify the same in writing to the Secretary. No refund or part refund of subscription shall be made and such members shall cease to be members and shall have no further right or interest in the property or funds of the Group.

6. EXPULSION

i. Subject to the provisions under mentioned, any member or Special member may be expelled from the Group if in the opinion of a General Meeting after enquiry it is found that the conduct of the member is injurious to the fulfilment of the objectives of the Group.

ii. Before expelling any member, the Group will give reasonable notice to the member that his/her conduct is about to be enquired into and will afford him/her reasonable opportunity of stating his/her case to a General Meeting which has 50% of membership present.

iii. Any notice calling a meeting of the Group at which it is proposed to consider the conduct of a member shall draw attention to the proposal with sufficient clarity.

7. SUBSCRIPTIONS

i. The scale of annual subscriptions and the final date for settlement shall be agreed at the AGM.

ii. In default of payment of a subscription within 28 days of the final date for settlement, the Executive Sub-Group shall have the power to remove such member’s name from the Roll and also from all the Group activities.

8. FINANCE AND LEGAL

i. The Executive Sub-Group shall be responsible for the organisation of financial affairs and shall through the Treasurer arrange that correct accounts and books are kept by the Group, showing their financial affairs, and that such accounts are audited by an auditor approved by  the AGM and that the audited accounts are presented annually to the AGM.

ii. The members and the Executive Sub-Group shall bear no personal financial responsibility for acts carried out on behalf of the Group but this shall not however protect any individual member from the consequences of any fraudulent or illegal act to which he/she is a party.

iii. Cheques: The treasurer and three members of the Executive Sub-Group shall be empowered to sign cheques. Cheques shall be signed by any two authorised signatories.

iv. Legal Documents: The rules pertaining to cheques (item iii) apply.

V. Any profit made by the Group shall not be paid to the members but shall be applied by the Executive Sub-group to further the objectives of the Group.

vi. The Group may guarantee borrowing to further the objectives of the group. All such guarantees, obligations and undertakings must receive the consent of a General Meeting.

9. TRUSTEES

i. The members of the Executive Sub-Group shall be deemed to be Trustees of the property and assets (including gifts and grants) of the Group.

ii. The Trustees may invest Group funds which they consider will not be required for the immediate needs of the Group in a manner lawful to trustees according to the law of Scotland.

10. MEETINGS

i. The Group shall have an Annual General Meeting to which all members shall be invited.

ii. The Annual General Meeting shall be held in January each year and shall deal with:

a) The annual report and receipt of audited accounts.

b)  The election of officials and Executive Sub-Group.

c)  The appointment of auditors.

d)  Settling annual subscription.

e)  Setting date of next meeting.

f)  All notified business.

 g) Other business at the Chair’s discretion.

iii. The Secretary shall give at least 28 days notice of the date of the AGM

iv. Any business falling within para ii. f)  of this rule shall be notified in writing to the Secretary so as to reach him/her at least 14 days prior to the date set for the meeting. The Secretary at his/her discretion shall intimate to members the business to be dealt with at a meeting no later than 7 days before the meeting.

v. A general meeting of the group may be called either:—

a) When the Executive Group so decides.

b) At the written request of 5 members of the Group. Such requests shall be sent to the Executive Group and shall contain detailed reasons for calling the meeting. Such meetings shall be called by written notice given to all members at least 14 days before the meeting.

c) On at least 3 other dates.

vi. The Executive Sub-Group and other Sub-Groups shall be given 7 days notice (including business to be conducted) of meetings.

vii. A quorum at an AGM or General Meeting is 25% of the members. A simple majority will decide matters.

11 .CONSTITUTIONAL   AMENDMENTS

Amendments may only be made to the Articles of Constitution at an AGM or General Meeting where such amendments have been duly intimated in the agenda, and must be carried by a 2/3 majority of those members present.

l2. REVOCATION OF MOTIONS CARRIED

To revoke a constitutionally carried motion it is necessary to have a 2/3 majority of an AGM or GM duly notified in the agenda.

l3.CHAIR’S DECISION

At any meeting of the Group, The Chair of that meeting shall have power to rule that no immediate decision shall be taken on any matter under discussion if it shall seem to him/her that the particular matter should first be considered by the Executive Sub-Group.

14. MINUTES

The Secretary will ensure that minutes of all AGM, GM and Executive Sub-Group meetings will be kept. Specialist Sub-Groups will be responsible for maintaining their own records of all meetings covering attendance and items discussed.

l5.DISSOLUTION

I.  The Group may be dissolved following upon a resolution to that effect by a 2/3 majority at a General Meeting called for that purpose.

ii. An interim Committee must be appointed to handle the finalisation of accounts.

iii. In the event of dissolution, the meeting must authorise the realisation of assets and settlement of liabilities and, after signed and audited accounts have been presented to the Interim committee the disposal of remaining assets. The assets should, if possible, go to an organization of similar aims, bearing in mind that no member of the Group may benefit from such disposal.

16. COPIES OF CONSTITUTION

The Secretary shall make a copy of these rules available for inspection at all reasonable times by any member. All copies must be clearly dated.

NOTES

III, l,Nominated Special Members. “to act as a co-ordinating body and co-operate with the Local Authorities Planning Committees and all other statutory authorities, voluntary organisations, charities and persons having aims similar to those of Special Members.

III.2"To support: and subscribe to any charitable (or public) objective and to support and subscribe to any institution, society or club which pursues objectives similar to the objective or any of the objectives of this Constitution.”

2.) First version printed 14th February 1990 after adoption at the above meeting.

3.) Proposed Constitution dated:  Presented and discussed at a meeting at

4) Revised 10 October 2012