Friends of Blairs

CONSTITUTION

 

  1. Name

    2. The name of the Association is Friends of Blairs (the "Association").

  2. Membership

    1. Subject to Article 2.2, membership shall be open to anyone with an interest in the former St Mary’s College, Blairs, on payment of an annual subscription of £10.

    2. Notwithstanding the foregoing the Committee (as hereafter defined) shall have absolute discretion as to the admission of any person as a Member.

    3. Other forms of membership shall be decided after consultation with, and approval by, the ordinary members of the association. (e.g. honorary membership).

  3. Objects

    4. The aim of the Association is to promote and develop contacts among people with an interest in matters pertaining to the former St Mary’s College, Blairs. To this end, the Association has the following objects:

    1. To publicise the existence of the association to all people who may be interested.

    2. To encourage and develop links between former pupils and / or staff of Blairs College, lay, Religious or clerical, and other persons with similar interests.

    3. To promote social, spiritual, and other events as agreed by the members of the association

    4. To develop links with the Blairs Museum.

    5. To develop links with the Roman Catholic Parish of St Mary, Blairs.

    6. To conduct other related activities and projects, as seem appropriate.

  4. Powers

    5. In furtherance of its objects the Association shall have the following powers:

    1. to undertake and organise schemes for the raising of money, other financial support and assistance in kind and resulting therefrom, to receive and accept by way of gifts, donations, covenants, legacies, bequests, grants, sponsorship, subscriptions or otherwise money, assistance in kind and property, of any nature or description (including freehold, heritable, leasehold, moveable, real or personal, tangible or intangible property), for the purpose of furthering the objects of the Association and to accept the same either unconditionally or subject to such conditions as may be agreed but so that no such conditions shall be inconsistent with the objects of the Association;

    2. to act in concert, consult or make arrangements with any company, corporation, central government department, local or public authority, society, association or other agency, body, person or organisation now or hereafter constituted with a view to promoting any of the objects of the Association;

    3. to invest and reinvest the funds and assets of the Association not immediately required in such securities, shares, stocks, debentures, loan stock, other investments or property, whether freehold, heritable, leasehold, moveable, real or personal, tangible or intangible or otherwise as the Committee shall think fit;

    4. to form a guarantee fund or funds and to receive guarantees from public bodies, corporations, firms or other persons, whether Members or not, guaranteeing sums of money for the purposes of, or in connection with, the carrying out of the objects of the Association or promoting any entertainment function or event pursuant to the objects of the Association or any of them and defraying the expense incurred in promoting any such entertainment function or event or any loss resulting therefrom and that on such terms as the of the Association may think fit, and which guarantee may be in favour of the Association or of any bank, corporation, firm or person who/which shall lend money to the Association;

    5. to promote or establish or concur in promoting or establishing any other body for any purpose which may, directly or indirectly, benefit or advance the objects or interests of the Association and to acquire and hold as investments of the Association or otherwise deal with as may be considered fit any shares, stock, debentures, debenture stock or securities of any such company;

    6. to hold conferences, meetings, lectures and exhibitions for the consideration and discussion of matters concerning or affecting or incidental to the objects of the Association and to issue reports of proceedings of conferences, meetings, lectures and exhibitions and generally to collect, collate, exchange and publish information and advice in furtherance of the objects of the Association;

    7. to organise and finance education and training courses concerned with the objects of the Association including, without limiting the generality of the foregoing, seminars, study groups, discussions and courses;

    8. to provide and arrange facilities for travel, accommodation and catering for persons involved in the Association's activities;

    9. to prepare, edit, print, publish, issue, acquire, sell and circulate (or to assist in the same) such books, papers, magazines, periodicals, gazettes, publications, circulars and other literary undertakings and films and other visual or audio aids as the Association may think desirable for the promotion of its objects;

    10. to establish and maintain a library and collection of literature, films, recordings and other materials relating to all things connected with or incidental to any of the objects of the Association;

    11. to apply for, purchase or otherwise acquire and protect any patents, patent rights, know-how, concessions and other intellectual property rights which may appear likely to be advantageous or useful for the furtherance of the objects of the Association and to deal with or dispose of such intellectual property rights as the Committee shall from time to time direct;

    12. to apply for and hold all necessary permissions, licences and authorities which are necessary or desirable for or in connection with the carrying out of the Association's activities;

    13. to enter into agreements and arrangements with international, national and local authorities and other bodies and persons;

    14. to operate, carry on and supply any ancillary businesses or services necessary or desirable in connection with the Association's activities;

    15. to draw, make, accept, endorse, discount, execute and issue cheques, promissory notes, bills of exchange, warrants, debentures and other negotiable or transferable instruments;

    16. to employ or engage all such officers, employees, consultants, advisers and agents as may be required for the purposes of the Association;

    17. to undertake and execute any charitable trusts, gratuitously or otherwise, the undertaking whereof may be incidental to the attainment of the objects of the Association or any of them;

    18. to amalgamate with or affiliate to the Association or acquire the assets of any company, association, society, institution, public body (including any local authority) or person having any objects similar to those of the Association in such manner and that on such terms and conditions as may be found expedient and as may be approved by the Association in general meeting, and/or to sell or otherwise dispose of the whole or any part of the property, undertaking and assets of the Association to any such company, association, society, institution, public body (including any local authority) or person and that in such manner and that on such terms and conditions as may be approved by the Association in general meeting;

    19. to enter into any agreements and/or arrangements with any government or authority, national, supreme, municipal, local or otherwise and to obtain from any such government or authority any rights, concessions, privileges that may seem to further any or all of the Association's objects;

    20. to enter into partnership or into any arrangement for joint, shared or mutual promotion, investment or development, union of interests, reciprocal concessions or co-operation with any person, partnership or company carrying on, engaged in or about to carry on or engage in any business or transaction which the Association is authorised to carry on or engage in or any business capable of being conducted so as to directly or indirectly further the objects of the Association and to take or otherwise acquire and hold shares or stock in or securities of, and to make grants to or otherwise assist any person, partnership or company and to sell, hold, re-issue with or without guarantee or otherwise deal with such shares, stock or securities;

    21. to make such charge for any of its services as the Association thinks fit including, without prejudice to the foregoing generality, interest charges on loans made by the Association;

    22. to pay any or all expenses incurred in connection with the promotion, formation, incorporation, conduct and winding up of the Association and to contract with any person to pay the same;

    23. to carry on any other activity which may seem to the Association capable of being conveniently carried on in connection with any activity which the Association is authorised to carry on or may seem to the Association calculated directly or indirectly to benefit the Association or to enhance the value of or render profitable any of the Association's properties or rights;

    24. to do all such other acts and things as may be incidental or conducive to the attainment of the objects of the Association or any of them;

  5. Not for Profit

    1. The Association shall not trade for profit. Accordingly, the income and property of the Association wheresoever and howsoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly howsoever by way of profit to the members of the Association and no member of the Committee shall be appointed to any office of the Association paid by salaries or fees or receive any remuneration or other benefit in money or moneys worth from the Association. PROVIDED that nothing herein shall prevent any payment in good faith by the Association:-

      1. of reasonable and proper remuneration to any officer, agent, or employee of the Association (temporary or permanent) or to any member of the Association in return for any services actually rendered to the Association, or outlays properly incurred on its behalf;

      2. of interest at a reasonable and proper rate determined by the Committee of the Association on money lent or reasonable and proper rent for premises let by any member of the Association or any member of the Committee;

      3. to any member of the Committee of any reasonable and proper out of pocket expenses incurred by him in or about the performance of his duties;

    to a company of which a member of the Association or a member of the Committee may be a member provided that, save in respect of payments under any of the categories falling within any of the paragraphs 5.1.1 to 5.1.3 above, such member does not hold more than a one-hundredth part of the capital of such company.

  6. Management

    1. The property and affairs of the Association shall be under the management of a Committee of Members (the "Committee").

    2. The Committee shall consist of not less than 3 and not more than 15 members.

    3. The Committee shall be appointed by a general meeting of those eligible for membership of the Association. The Committee shall have the power to co-opt individuals with special skills, experience or expertise to join the committee provided that the number of co-opted members shall not exceed one third of the total of appointed members and that the total size of the Committee shall not exceed 15.

    4. The Committee shall elect a Chair, Secretary and Treasurer from amongst themselves.

    5. The Committee shall meet not less than three (3) times a year.

    6. A quorum of the Committee shall be three.

    7. The Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, as it thinks fit. Questions arising at any meetings, shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall [not] have a second or casting vote.

    8. Any Committee Members may, and the Secretary on the requisition of a Committee Member shall, at any time summon a meeting of the Committee. It shall not be necessary to give notice of a meeting of the Committee to any Committee Member for the time being absent from the United Kingdom.

    9. The continuing Committee Members may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to this Constitution as the necessary quorum, the continuing Committee Members may act for the purpose of increasing the number of Committee Members to that number or of summoning a General Meeting of the Association, but for no other purpose.

    10. If there is no Chairman of the Association at the time or if at any meeting of the Committee the Chairman is not present within five minutes after the time appointed for holding the same, the Committee Members present may choose one of their number to be Chairman of the meeting.

    11. The Committee Members may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated confirm to any regulations that may be imposed on it by the Committee Members.

    12. All acts bona fide done by any General Meetings of the Committee or of a committee of Committee Members, or by any person acting as a Committee Member, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Committee Member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Committee Member.

    13. A resolution in writing, signed by all the Committee Members for the time being entitled to receive notice of a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.

    14. The day-today management of Friends of Blairs activities shall be conducted by an Executive Committee consisting of the Chairman, Secretary, Treasurer and one other elected member.

  7. General Meetings

    1. The Association shall in each year hold a General Meeting as its Annual General Meeting in addition to any other General Meetings in that year and shall specify the General Meeting as such in the notices calling it.

    2. All General Meetings other than such Annual General Meetings shall be called Extraordinary General Meetings.

    3. The Committee may whenever it thinks fit convene an Extraordinary General Meeting by giving 21 days written notice to members, and Extraordinary General Meetings shall also be convened on requisition to the Committee by not less than 5 Members of the Association.

    4. No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the General Meeting proceeds to business; save as herein otherwise provided the quorum of Members shall be five Members from time to time.

    5. If within half an hour from the time appointed for the General Meeting a quorum is not present, the General Meeting if convened upon the requisition of Members shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place or at such other time and place and such other day as the Committee may determine and if at the adjourned General Meeting a quorum is not present within half an hour from the time appointed for the General Meeting the Members present shall be a quorum.

    6. The Chairman of the Committee shall preside as Chairman at every General Meeting of the Company or if there is no such Chairman at the time or if he shall not be present within fifteen minutes after the time appointed for the holding of the General Meeting the Members of the Committee present shall elect one of their number to be Chairman of the General Meeting.

    7. If at any General Meeting no Committee Member is willing to act as Chairman or if no Committee Member is present within fifteen minutes after the time appointed for holding the General Meeting the Members present shall choose one of their number to be Chairman of the General Meeting.

    8. The Chairman of any General Meeting with the consent of any such General Meeting at which a quorum of Members is present may (and shall if so directed by the General Meeting) adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from when the adjournment took place. When a General Meeting is adjourned for thirty days or more notice of the adjourned General Meeting shall be given as in the case of an original General Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment of the business to be transacted at any adjourned General Meeting.

    9. At any General Meeting hereof a Resolution put to the vote of the General Meeting shall be decided on a show of hands.

    10. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the General Meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

    11. A Resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held.

    12. Every Member shall have one vote and shall be entitled to a proxy.

    13. No Member or proxy shall be entitled to vote at any General Meeting unless all monies presently payable by him or the body he represents to the Company have been paid.

    14. All business transacted in General Meeting shall be decided by simple majority voting, save for any resolution for amendment of this Constitution which shall be decided by a majority of two thirds of those Members attending the General Meeting

  8. Finance

    1. All monies acquired by the Association shall be used solely to advance the objects of the Group. No monies shall be used for the benefit of any individual other than the payment of remuneration to employees or consultants of the Association or the reimbursement of properly incurred expenses.

    2. The Treasurer shall be responsible for the keeping of accounts which shall be independently audited and presented to the Association annually in General Meeting.

    3. A bank account shall be opened in the name of the Association. Cheques shall be signed by the Treasurer and at least one of two other authorised members of the Committee.

  9. Dissolution

    1. The Association may decide at a General Meeting by a two thirds majority that the Association be wound up.

    2. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to a charitable institution or institutions, having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of this Constitution, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision then to some other charitable object or cause.

  10. Interpretation and adoption

These presents shall be governed in all respects by, and construed in accordance with, the law of Scotland.

 

We, the subscribers to this Constitution, wish to form the Association pursuant to this Constitution.

 

 

NAMES AND ADDRESSES OF SUBSCRIBERS

 

 

 

 

 

 

 

 

 

 

Dated [ ] 2001

Witness to the above signatures:-

[name]

[address]

[occupation]