Constitution

Constitution

of the

Middleton Village Community Hall Association 

1.Name

The name of the Association shall be MIDDLETON VILLAGE COMMUNITY HALL ASSOCIATION (hereinafter referred to as “the Association”).

2.Area

The area to be served by the Association shall be the village of Middleton and the surrounding area (hereinafter referred to as the said area).

3.Object

The objects of the Association shall be to secure the establishment, maintenance and management of a Village Hall for the benefit of the residents in the said area, without discrimination on political, religious or other grounds, by providing facilities for education, social welfare and recreation, with the object of improving the quality of life for persons residing in the said area and particularly for those in special need of such facilities by reason of age, youth and other circumstances.

4.Membership

There shall be 2 categories of membership, adult and junior.

Adult Members of the Association shall be open to all persons over 18 years of age residing in the said area.

Junior Members shall be open to all persons under 18 years of age residing in the said area.  Junior members shall not be entitled to vote at members’ meetings but may elect from among themselves two representatives to the Executive Committee who shall have the right to hold office and to vote as if they were full members.

The Executive Committee shall be entitled to terminate the membership of a member provided that such member shall have the right to be heard by the Executive Committee before a decision is made.

All members and Junior members shall pay such subscriptions as the Executive Committee may from time to time determine. The Executive Committee shall have the power to determine that the rate of subscription shall be nil.

5.Office Bearers

The office bearers of the Association shall be:-

I. A Chairman
ii. A Vice-Chairman
iii. An Honorary Secretary
iv. An Honorary Treasurer

The office bearers shall be elected at the Annual General Meeting and shall hold office until the next Annual General Meeting.  They shall be eligible for re-election but the Chairman shall not hold office as such for more than three consecutive years.

The Executive Committee may appoint an Honorary President and one or more Honorary Vice-Presidents who shall hold office for one year and be eligible for re-appointment.

6.Executive Committee

The policy and general management of the affairs of the Association shall be directed by the Executive Committee which shall meet not less than twice a year.

The Executive Committee shall consist of:-

I. The elected office bearers of the Association.

ii. Not less than six individual members who shall be elected at the Annual General Meeting, and who shall serve for one year and be eligible for re-election. The additional members shall fairly represent, so far as possible, all parts of the said area.

iii. Representatives nominated by organisations in terms of Clause 7 hereof.

iv. Two representatives of the junior members and elected by them.

The Executive Committee shall be entitled to co-opt additional members, not exceeding one third of the number elected, who shall serve until the next Annual General Meeting and may be co-opted again.

The Executive Committee shall have power to appoint such sub-committees as it may from time to time decide, which sub-committees shall have power of co-option.

7.Representatives of Organisations

Every local organisation making regular use of the hall facilities shall be entitled to nominate one representative to serve on the Executive Committee. Nominated representatives shall serve with the same powers as elected members for a period of one year and shall be eligible for further nomination. An organisation shall be entitled to change its nominated representative at any time.

8.Procedure at meetings

a. Voting – Unless otherwise stated herein, all questions arising at any meeting shall be decided by a majority of those present and voting.  In the event of equality of votes the Chairman shall have a second or casting vote.

b. Quorum – One third of the members shall form a quorum at all Committee Meetings. Ten members shall form a quorum at General Meetings of the Association.

c. Minutes – Minute Books shall be kept and a record of all proceedings shall be entered therein.

9.Finance

All funds raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purposes.

The Honorary Treasurer shall keep proper Accounts which shall be audited annually.

10.Heritable Property and Reserve Fund

The whole property of the Association, both moveable and heritable, shall be vested in the Chairman, Honorary Treasurer and Honorary Secretary of the Association and their successors in office as Honorary Officers of, and Trustees for the Association with power to the Trustees with the approval of a general meeting of the Association members to sell, feu, excamb or otherwise alienate, to buy and to borrow on the security of heritable property whosesoever situate and to lease and to grant leases and other rights in heritable property and for these purposes to grant Leases, Dispositions, Standard Securities, Contracts of Excambion or otherwise and to consent to the purchase or sale of any heritable property in which the Association has an interest and generally to enter into agreement with purchasers, sellers, tenants, creditors and others.

11.Annual General Meeting

An Annual General Meeting shall be held once in each year. All members of the Association shall be entitled to attend and (excepting junior members) to vote. 14 days’ notice shall be given by public notice displayed locally.

The business of the Annual General Meeting shall be:-

I. To receive and adopt the Report of the Executive Committee.

ii. To receive and adopt the audited accounts for the previous year.

iii. To elect the office bearers and members of the Executive Committee and to appoint an auditor.

iv. To hold an open discussion on matters of local interest.

v. To transact other competent business.

12.Special General Meeting

A special General Meeting may be summoned by:-

a. The Honorary President or Chairman; or

b. A Requisition signed by not less than twelve members.

The notice calling the meeting shall state the business of the meeting and no other business shall be transacted.

13.Dissolution

If the Executive Committee decides at any time that on the ground of expense or otherwise it is necessary or desirable to dissolve the Association, it shall call a public meeting of all persons over 18 years of age residing in the said area, of which meeting not less than 21 days’ notice shall be given.  The notice calling said meeting shall be displayed in the said area and shall be advertised in a local newspaper and intimated to the Scottish Education Department, Lothian Regional Council and Midlothian District Council. If said decision of the Executive Committee is confirmed by a majority of those present and voting at said meeting, the Executive Committee shall intimate immediately said decision to said authorities.  In the event of the said authorities failing to make proposals satisfactory to the Executive Committee within a reasonable time, the Executive Committee shall have power to dispose of any assets held by or on behalf of the Association. Any assets remaining after satisfaction of all proper debts and liabilities shall be applied towards such charitable purposes for the benefit of the residents of the said area as the Executive Committee shall decide.

14.Amendment of Constitution

This Constitution may be amended by a two-thirds majority of the members present and voting at any General Meeting of the Association provided that a majority of the members of the Executive Committee present and voting at said meeting, vote in its favour. 30 days’ notice shall be given to the Chairman of the proposed amendment, together with the names of those who will move and second the resolution and, in the notice calling the meeting, the proposed amendment shall be clearly stated.  No amendment to Clauses 3, 10 or 13 shall be made without the consent of the Scottish Education Department.

15.Disputes

In the event of any difficulty or dispute arising within the Association or between the Association and its Trustees which cannot be settled by the Executive Committee, such difficulty or dispute shall be referred to a person nominated by the Scottish Council for Voluntary Organisations whose decision shall be final and binding on all parties.

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