Scottish Bluegrass Association
Constitution
Registered Charity No: SC034759
1) Name
The name of the organisation shall be Scottish Bluegrass Association (hereinafter called The Association).
2) Aims
The Association is founded with charitable purpose to:
i) Promote public interest in, and support & provide educational opportunities, to advance the knowledge and understanding of Bluegrass and Old Time Music, its history, culture and performance throughout Scotland; and
ii) To advise, train, educate and otherwise support, without discrimination, individuals resident in Scotland to attain and develop the skills required to practice and perform Bluegrass and Old Time Music.
3) Objectives
i) To provide, alone or with others, such training, workshops, educational opportunities and programmes and other events as may be determined from time to time to encourage individuals to attain the skills necessary to play those acoustic musical instruments associated with Bluegrass and Old Time Music; and
ii) To carry out research into the Scottish history and cultural origins of Bluegrass and Old Time Music and to publish and disseminate, by whatever means, the results of such research for the public interest and education; and
iii) To organise and arrange, alone and with others, such public performances of Bluegrass and Old Time Music at community festivals and other public events, and, where appropriate to advance the aims of the organisation, such private performances at educational and other establishments, as may be determined from time to time; and
iv) To do all things and carry out any activity to promote and develop Bluegrass and Old Time Music as a musical art form within Scotland, provided that all such things and activities are legal and restricted to the charitable aims of The Association.
4) Powers
In furtherance of the foregoing aims and objectives but not farther or otherwise, The Association may;
i) Apply for and accept grants and/or private and public donations from any legal source and to accept any reasonable condition attached to such grant or donation.
ii) Accept legacies and bequeaths of any monies or property whatsoever and to accept any reasonable condition attached to such legacy or bequeath.
iii) Carry out all such legal activities to obtain sufficient financial and other resources to properly further and achieve the charitable aims and objectives of The Association.
iv) Purchase, lease, hire or otherwise obtain any, property, rights or services necessary to further the aims or objectives of The Association.
v) To sell, gift or otherwise dispose of, either in part or whole, the property or rights held by The Association from time to time.
vi) To loan free of charge or hire out either in part or whole, the property held by The Association from time to time.
vii) To liaise with, work in partnership with or become members of any body corporate, association or other organisation whatsoever having similar aims or objectives to The Association.
viii) Hire or engage such employees, consultants or other servants as may be determined from time to time and shall have the power to dismiss such employees, consultants or other servants within the policies and procedures as determined from time to time.
ix) Provide such pensions for employees, their dependants or survivors as may be determined from time to time.
x) Where appropriate, indemnify any and all employees, members, the management committee and The Association, and affect insurance against any reasonable risk as may be determined from time to time, and as required or regulated by legislation.
xi) This clause shall be read with an overriding provision that all things and activities shall be legal and pursuant of the charitable aims of The Association and for no other purpose.
5) Membership
i) Membership of The Association shall be in two classes;
(1) Individual Membership
(2) Corporate Membership
ii) Individual Membership: subject to sub paragraph iii) below, shall be open, without further discrimination, to all individuals resident in Scotland and who have attained the age of eighteen (18) years.
iii) No employee or other paid servant of The Association shall be an Individual Member of The Association. In the event of an Individual Member becoming an employee or other paid servant of The Association such individual’s membership of The Association shall terminate immediately.
iv) Corporate Membership: shall be open to all organisations of whatever nature or legal standing that, in the opinion of the management committee, support the aims and objectives of The Association and whose membership will not bring into question the charitable status of The Association.
v) Membership of The Association is not transferable.
6) Admission to membership
i) Admission to membership of The Association shall be at the discretion of the management committee, except for application for readmission to membership pursuant of Clause 10 iii) herein, and shall not be unreasonably withheld.
ii) Where an application for membership is rejected by the management committee no reason need be given to the applicant.
iii) Application for admission to membership shall be made to the management committee in writing and in such form as determined by the management committee and shall be lodged with, or sent to, the Secretary.
iv) The management committee shall consider each application for membership at the first management committee meeting following the lodging of the application and may convene a management committee meeting for that purpose.
v) The Secretary shall inform the applicant in writing of the management committee’s decision to admit or reject the applicant to or from membership of The Association within 14 days of the meeting which considered the application. The requirements of this clause shall be satisfied if such notice is posted by ordinary mail within the time specified.
7) Corporate Representatives
i) Where application is made pursuant of clause 6 iii) by a prospective Corporate Member such applicant shall, subject to clause 7 vi), at the same time appoint an individual to represent that organisation in the conduct of all business of The Association. Such notice of appointment made by a prospective Corporate Member shall indicate the appointee’s agreement to be so appointed.
ii) Individuals appointed pursuant of clause 7 i) above shall be known as Corporate Representatives for the purpose of this constitution and the name of such individual shall be entered in the Register of Members alongside that of the Corporate Member which they represent.
iii) It is recognised by The Association and each Corporate Representative that such an appointment lies at the discretion of the Corporate Member, subject to clause 7 vi) and that that Corporate member may from time to time remove or replace its appointee provided that no two individuals hold the appointment concurrently.
iv) Where a Corporate Member wishes to remove or change its appointee it shall notify The Association in writing. Such notice shall have immediate effect upon its receipt by The Association.
v) All rights and privileges conferred upon a Corporate Representative by this constitution shall terminate immediately in the event of the termination of the membership, for whatever reason, of The Association of or by the Corporate Member represented by such a representative.
vi) No employee or other paid servant of the Association shall be appointed as a Corporate Representative. In the event of a Corporate Representative becoming an employee or other paid servant of The Association such appointment as a Corporate Representative shall terminate immediately and the Corporate Member concerned shall be notified and invited to appoint a replacement.
8) Register of Members
i) The Secretary shall maintain at all times an accurate written record of those Individual and/or Corporate Members being members of The Association and such record shall be known as The Register of Members
ii) The Register of Members shall be made available for inspection by members of The Association at all General Meetings of The Association and at other times provided that the member concerned gives at least 7 days notice in writing to the Secretary. The requirement to give notice and the period of such notice may be waived or reduced at the discretion of the Secretary.
iii) In the event of any dispute as to the membership of any individual or organisation The Register of Members shall provide conclusive evidence to resolve such dispute.
9) Membership Fees
i) There shall be an annual membership fee levied by The Association and only such individuals or organisations that have paid such fee shall be admitted to or remain members of The Association.
ii) The membership fee shall be set by the members at the adoption of this constitution and shall be reviewed, and may be revised, at each Annual General Meeting of The Association thereafter and shall cover the period between Annual General Meetings
iii) In any event the membership fee shall be a sum no less than £1.
iv) Where a prospective member makes application to the management committee to be admitted to The Association such applicant shall lodge with the Secretary a sum equivalent to the membership fee as set by the immediately previous Annual General Meetings. If the application is accepted the sum lodged shall be accepted as the membership fee for the current period, if the application is rejected the sum lodged shall be returned to the applicant
10) Cessation of Membership
i) Resignation: Any Individual or Corporate Member may resign from membership of The Association at any time. Such resignation shall be made in writing and shall be delivered or sent to the Secretary. Such resignation shall have immediate effect upon receipt by the Secretary.
ii) Termination of Membership: The management committee may remove from membership any Individual or Corporate Member where they consider that such Individual or Corporate Member’s continuation in membership has become, or will be, detrimental to the general good of the organisation provided that:
(1) The management committee shall notify the member in question that it intends to consider the continued membership of The Association by such member.
(2) Any notification pursuant of sub-clause iii) above shall contain sufficient detail to indicate the nature of the managements committee’s concerns and/or any complaint against them.
(3) Any notification pursuant of sub-clause iii) above shall be sent or delivered to the member giving at least twenty-one (21) clear days notice and shall state the date, time and place of the management committee meeting at which the question is to be considered.
(4) Any such member whose termination of membership of The Association is to be considered shall have the right to answer the concerns of the management committee or respond to any complaint before the question is considered by the management committee by lodging with the Secretary written representation before or at the appropriate management committee meeting and shall have the right to address the management committee in person, or in the case of a Corporate Member by its appointed Corporate Representative.
(5) Any decision by the management committee to terminate the membership of an Individual or Corporate Member shall require the agreement of at least 75% of those members of the management committee present at such a meeting.
iii) Removal from membership:
i) The management committee shall remove from membership any Individual Member or Corporate Member that fails to comply with the requirements of Clause 9 above (payment of membership fees).
ii) Any member removed from membership pursuant of sub-clause i) above may make application to the management committee for readmission to The Association on payment of the outstanding membership fee and the management committee shall readmit the applicant provided that such payment and application is received prior to the next again Annual General Meeting. For the avoidance of doubt, if any such member makes application for readmission after the next again Annual General Meeting such application shall be dealt with as a new application and shall fall within the discretion of the management committee
11) Management Committee
i) The Association shall be managed by a management committee which shall have all powers held by The Association except that it may not:
(1) Dissolve The Association; or
(2) Amend this constitution; or
(3) Attempt to remove the recognition of The Association as a Charity or do any thing or carry out any activity which may lead to the removal of such recognition.
ii) The management committee shall consist of a minimum of three (3) and a maximum of twelve (12) individuals.
iii) Each member of the management committee shall be either an Individual Member of The Association or a Corporate Representative.
iv) Members of the management committee shall be elected by the members at an Annual General Meeting or shall be co-opted pursuant to sub-clause v) below.
v) In the event that the maximum number of members permitted by sub-clause ii) above are not elected at an Annual General Meeting or if a casual vacancy or resignation should occur between Annual General Meetings the management committee may fill the vacancy by co-option provided that such a co-opted individual is either an Individual Member of The Association or a Corporate Representative.
vi) If at any time and for whatever reason the total number of management committee members falls below the minimum number required by sub-clause ii) above the remaining member or members shall act to convene an Extraordinary General Meeting, unless the period between the date of such fall and the next scheduled Annual General Meeting is less than one month, for the purpose of electing management committee members only.
vii) Each member of the management committee shall hold such position until the Annual General Meeting following their election or appointment but may stand for re-election.
viii) The management committee may, from time to time, delegate its powers to any individual or group of individuals from within their number.
12) Office Bearers
i) At the first management committee meeting following each Annual General Meeting the management committee shall elect from within their number a Chairperson, Vice-Chairperson, Secretary and Treasurer, and may elect such other office bearers as they require from time to time.
ii) In the event of a vacancy occurring, or remaining after the first meeting of the management committee following each Annual General Meeting the management committee may elect from within their number such office bearers required to fill such vacancies. For the avoidance of doubt such vacancy would occur if the management committee were to require additional office bearers pursuant of sub-clause i) above.
13) Management Committee Meetings
i) The management committee may regulate its own proceedings subject to the terms of this constitution.
ii) The management committee shall meet at least once per year.
iii) The quorum required for the management committee to properly conduct its business shall be any three members of the management committee.
iv) The Chairperson (if willing) shall preside at all meetings of the management committee. If the Chairperson is not present or willing to preside at any management committee meeting the Vice-Chairperson shall (if willing) shall preside. If both the Chairperson and Vice-Chairperson are not present or willing to preside the members present shall elect from within their number a member to preside at such meeting.
v) Each member of the management committee shall be given at least seven (7) days notice of the time and place of any management committee meeting. The requirements of this sub-clause shall be satisfied in relation to any individual member of the management committee if they were in attendance at the meeting at which the date and time of any such meeting was set or if the details are included in the minutes of the preceding meeting.
vi) Each decision of the management committee, or sub-committee, shall be by a simple majority of the members present.
vii) In the event of any vote being tied the Chair of the meeting shall have a second or casting vote.
14) General Meetings
i) The Association shall within a period of 15 months from the adoption of this constitution and within every succeeding period of 15 months hold a general meeting of all members which shall be the known as the Annual General Meeting and may hold other general meeting from time to time which shall known as Extraordinary General Meetings.
ii) The Chairperson (if willing) shall preside at all General Meetings of The Association If the Chairperson is not present or willing to preside at any management committee meeting the Vice-Chairperson shall (if willing) shall preside. If both the Chairperson and Vice-Chairperson are not present or willing to preside the members present shall elect from within their number a member to preside at such meeting.
iii) Annual General Meetings
i) Each Annual General Meeting shall be convened by the Secretary at a time and place to be decided by the management committee subject to the requirements of this constitution.
ii) Notice of Annual General Meetings
(1) The Secretary shall give preliminary notice of the Annual General Meeting to each member at least six weeks prior to the meeting. Such preliminary notice shall include;
(a) The time and place at which the meeting will be held; and
(b) The proposed agenda.
(2) The Secretary shall send final notice of the Annual General Meeting to each member at least three weeks prior to the meeting Such final notice shall include;
(a) The time and place at which the meeting will be held; and
(b) The final agenda.
(c) The exact detail of any resolution to be considered.
iii) The business for any Annual General Meeting shall in any event include, but not necessarily exclusively;
(1) Apologies for absence; and
(2) Consideration and adoption, if agreed, of the minute of the last previous Annual General Meeting and any Extraordinary General Meeting held since the last previous Annual General Meeting.
(3) Presentation and adoption, if agreed, of the Annual Report.
(4) Presentation and approval, if agreed, of the financial report and Annual Accounts.
(5) Appointment of an Examiner.
(6) Resolutions.
iv) Extraordinary General Meetings
(1) Any Extraordinary General Meeting shall be called for a particular purpose and shall consider only business relating to the purpose for which it was convened.
(2) Any Extraordinary General Meeting shall be convened by the Secretary.
(3) The Chairperson and/or the management committee may instruct the Secretary to convene an Extraordinary General Meeting at any time subject to the requirements of this constitution.
(4) The Secretary shall convene an Extraordinary General Meeting on the request of at least ten (10) Individual Members and/or Corporate Representatives. Any such request shall be in writing, either in a single document or a number of documents, and shall contain the detail of any resolution to be decided or subject to be discussed provided that such detail need only be contained within one document where a number of documents are presented. Any Extraordinary General Meeting requested under this sub-clause shall be convened no later than six (6) weeks after the date on which the request of the tenth member to do so is received by the Secretary.
(5) The Secretary shall send written notice of each Extraordinary General Meeting to all member of The Association at least three weeks prior to such meeting. Such notice shall contain:
(a) The time and place at which the meeting will be held; and
(b) Any subject to be discussed.
(c) The exact detail of any resolution to be considered and where such resolution is a Special Resolution shall contain a statement that the resolution is a Special Resolution.
v) Voting at General Meetings
i) Except in the case of a Special Resolution, all decisions at a General Meeting of The Association shall be by a simple majority of those present and voting.
ii) Each member of The Association shall be entitled to one vote on any decision which may only be cast in person by an Individual Member or in person by the relevant Corporate Representative on behalf of a Corporate Member.
iii) Unless a ballot is called for all voting shall be by a show of hands.
iv) Any member may call for a ballot only in respect of a vote on a Special Resolution provided that such call is made before the first show of hands on any decision is counted. If such a call is made a ballot of members shall be held.
v) The Chair of any General Meeting may instruct that a ballot be held on any decision.
vi) The procedure for any ballot shall be at the discretion of the Chair.
15) Resolutions
i) All business, other that the presentation, adoption or approval of reports, or the appointment of an Examiner requiring decision of the Annual General Meeting or an Extraordinary General Meeting shall be made in the form of a resolution.
ii) Any resolution to be considered for decision at an Annual General Meeting must be received by the Secretary at least four (4) weeks prior to the Annual General Meeting.
iii) Special Resolutions
(1) Any resolution which seeks to amend this constitution or dissolve The Association shall be a Special Resolution.
(2) For any Special Resolution to succeed it shall require the agreement of at least 75% of those members, including in the case of Corporate Members their appointed Corporate Representatives, present and voting. For the avoidance of doubt the required 75% shall be calculated in relation to only the total number of votes actually cast both for and against the resolution and shall take no account of abstentions by those present who may be entitled to vote.
iv) Ordinary Resolutions
(1) Any resolution not being a Special Resolution shall be an Ordinary Resolution.
(2) For any Ordinary Resolution to succeed it shall require the agreement of a simple majority of those members present , including in the case of Corporate Members their appointed Corporate Representatives, and voting.
16) Finance
i) The Committee shall open or retain a bank account or a number of bank accounts in the name of the Association into which all monies shall be lodged.
ii) The Chairperson, the Vice-Chairperson, the Treasurer and the Secretary shall be named as persons authorised to sign any cheques and/or orders on behalf of The Association provided that it shall require the signature of at least two such office bearers to validate such cheques and/or orders.
iii) No member of the Committee shall receive remuneration from The Association or the management committee in any capacity, proper out of pocket expenses excepted,or be interested in the supply of works, goods or services at the cost of the Association or management committee provided that nothing within this Clause shall prevent the proper remuneration of any paid member of staff appointed to serve on the Committee.
iv) The Committee shall ensure that a true and correct record is kept in relation to all financial transactions.
v) An Examiner shall be appointed by the Annual General Meeting or a Special General Meeting called for that purpose.
17) Dissolution
i) The Association may be dissolved by the Special Resolution of an Annual General Meeting or Extraordinary General Meeting convened for the purpose.
ii) Any property and funds of The Association remaining after the payment of all outstanding debts shall not be paid to or distributed among the members but shall be given or transferred to such other charitable institution or institutions having aims similar to those of The Association or for such other charitable purposes as the management committee with the approval of the aforesaid majority may propose and determine.