Our Constitution

 1. Name

The name of the association is: Friends of Pilmuir Works

2. Objects

The association’s objects are:

  • To save Pilmuir Works, Dunfermline, as a vital community asset
  • To explore options for a community-led development, including the possibility of community ownership
  • To conduct consultations, research, options appraisals and feasibility exercises, as appropriate
  • To develop a vision and business case for the preferred option
  • To establish, if appropriate, a community-led organisation for the long term, which is capable of taking on, developing and running the asset, and employing staff

3. Powers

In pursuance of the objects set out in clause 2, the association shall have the following powers:

  • To engage with the current owners of Pilmuir Works and agents thereof
  • To meet with key stakeholders and conduct consultations
  • To engage consultants and other professional experts as required
  • To liaise with other voluntary sector bodies, local authorities, local businesses, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering the associations objects
  • To take such steps as may be deemed appropriate for the purpose of raising funds for the association’s activities. To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).
  • To form a company or other legal entity, charitable or otherwise, with similar objects to those of the association, and, if considered appropriate, to transfer (without any payment being required from the company) the whole or any part of the association’s assets and undertakings.
  • To conduct business in a transparent manner and endeavour to keep other local organisations and the wider public within Dunfermline fully informed of developments
  • To conduct other activities, or do anything, which may be incidental or conducive to the furtherance of any of the association’s objects

4. The Committee

  • Except as otherwise provided in this constitution, the association, its assets and undertakings shall be managed by the Committee, who may exercise all the powers of the association
  • The Committee shall number no fewer than 6 and no more than 15 in normal circumstances, though the Committee has the right to co-opt additional experts to perform specific tasks
  • The Committee members shall elect from among themselves a chair, a treasurer and a secretary, and such other office bearers (if any) as they consider appropriate
  • Any member of the Committee who has a personal interest in any transaction or other arrangement which the association is proposing to enter into, must declare that interest promptly, and will not take part in deciding the matter, and will not be entitled to vote on that particular matter.
  • No member of the Committee may serve as an employee (full time or part time) of the association, and no member of the management committee may be given any remuneration by the association for carrying out his/her duties as a member of the management committee, with the exception of any out of pocket expenses.

5. Committee Meetings

  • Any member of the Committee may call a meeting of the Committee or request the chair or secretary to call a meeting
  • If necessary, questions arising at a meeting of the Committee shall be decided by a majority of votes; if an equality of votes arises, the chair of the meeting shall have a casting vote.
  • The Committee may, at its discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting

6. Committee Members

Each Committee member shall, in exercising his/her functions as a member of the Committee, act in the interests of the association; and, in particular, must:

  • seek, in good faith, to ensure that the association acts in a manner which is in accordance with its objects (as set out in this constitution)
  • act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person

7. Membership

  • Membership of the Group shall be open to any person aged 16 or over, or any organisation, living or based or working in the Dunfermline area, and having an interest in helping the Group to achieve its aims, and willing to abide by the rules of the Group.
  • Affiliate membership for individuals and organisations outside these criteria is at the discretion of the Committee.
  • Membership shall be available to anyone without regard to gender, race, nationality, disability, sexual preference, religion or belief.
  • Every individual member and each organisation shall have one vote at General Meetings.
  • The membership of any member may be terminated for good reason by the Committee but the member has a right to be informed of the Committee’s reason(s) and to be heard by the Committee before a final decision is made.
  • Each member organisation shall appoint a representative to attend meetings of the Group and notify the Group’s Secretary of that person’s name.
  • Any membership fees to be levied will be set at an Annual General Meeting.

8. Annual General Meetings

  • The Group shall hold an Annual General Meeting (AGM) in the month of October.
  • All members shall be given at least fourteen days’ notice of the AGM and shall be entitled to attend and vote. The initial quorum for an AGM shall be 7 members but this shall be set annually at the conclusion of business at each AGM
  • The business of the AGM shall include:
    1. receiving a report from the Chair on the Group`s activities over the year
    2. receiving a report from the Treasurer on the finances of the Group
  • electing a new Management Committee and
  1. considering any other matter as may be decided
  2. setting the quorum value for the following year
  3. setting any membership fees for the following year

9. Special General Meetings

  • A Special General Meeting may be called by the Management Committee or by any 8 members to discuss an urgent matter. The Secretary shall give all members fourteen days’ notice of any Special General Meeting together with notice of the business to be discussed. All members shall be entitled to attend and vote.
  • The quorum for a special general meeting shall be the same as agreed for an AGM.

10. Bank Account and Financial Recording

  • A bank account will be opened in the name of the association
  • The signatures of two out of three signatories appointed by the Committee shall be required in relation to all financial transactions (other than lodgement of funds) on the bank account(s) held by the association
  • The Committee shall ensure that proper accounting records of all income and expenditure are maintained
  • The Committee shall prepare annual accounts, complying with all relevant statutory requirements

11. Alterations to the Constitution

  • Any changes to this Constitution may only be made at a General Meeting and must be agreed by at least two-thirds of those members present and voting.
  • All members entitled to attend and vote shall be given at least twenty-one days’ notice of this meeting and of the proposed changes to be voted upon.

12. Dissolution

  • If the Committee determines that it is necessary or appropriate that the association be dissolved, it shall convene a special general meeting to do this, giving not less than twenty-one days’ notice
  • If a proposal by the Committee to dissolve the association is confirmed by a two-thirds majority of those present and voting at the general meeting convened as outlined above (all those present will be entitled to vote), the management committee shall have power to dispose of any assets held by or on behalf of the association – and any assets remaining after satisfaction of the debts and liabilities of the association shall be transferred to some other local community body or charity having objects similar to those of the association

This constitution was adopted at a meeting held on 7th November 2016.

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