WOODEND ARTS ASSOCIATION CONSTITUTION 1. TITLE The Association shall be known as Woodend Arts Association 2. AIMS OF THE ASSOCIATION A) To advance the education of the residents of Deeside in the arts and make them aware of their cultural heritage; B) To promote and/or provide training in the skills of the arts; C) To promote other schemes of a charitable nature for the benefit of the community. In the furtherance thereof; i) To establish and provide a community based Arts Centre for local activities in the area; ii) To provide facilities for writers, actors, musicians, craft workers and all other persons engaged in the arts iii) To promote events and other arts related activities and to act as a co-ordinating body for local and other groups throughout Deeside; iv) To establish links with local authorities to provide benefits for pupils studying drama and other arts-related subjects. 3. MEMBERSHIP AND SUBSCRIPTION i) Subject to article/clause 3 (v) hereof, membership shall be open to any individual on payment of the subscription. ii) Rates of subscription hereof shall be defined and determined at the AGM of the Association. iii) Groups may become affiliated members. iv) Only individual members of the Association have the right to vote at Business Meetings. v) The Management Committee shall maintain a Register of Members and shall have the power to decline any application for membership where acceptance of the application would be prejudicial to the aims of the Association. Decisions of the Management Committee shall be final. 4. MANAGEMENT COMMITTEE AND APPOINTMENT OF OFFICERS i) The Management Committee shall consist of a minimum of seven members, up to a maximum of fifteen members, all to be elected annually at the AGM. ii) The Management Committee shall be responsible for the administration management and control of the affairs of the Association. iii) A quorum of the Management Committee shall consist of FIVE members excluding ex-officio. iv) The Management Committee shall have the power to establish sub-committees for such purposes and under such terms and conditions as it deems necessary v) The Management Committee shall have the power to replace any officer if she/he resigns. In this event, the next Business Meeting of the Association shall have the power to confirm the appointment and elect an alternative member. vi) The Management Committee shall have the power to purchase or lease heritable property and to raise funding on the security of such property provided that any such matters are advised to the Members in advance of a Business Meeting of the Association in Accordance with Article/clause 5 or 6 hereof and the proposal is on the agenda for and is approved at such Business meeting. vii) The Convenor and the Treasurer from time to time shall be trustees ex-officiis for the purposes of holding title to property whether feuhold or leaseholds and granting security over the same, in all cases for and on behalf of the Association. viii) The Management Committee shall have the power to co-opt persons to serve on sub-committees. ix) The Management Committee may appointment an Administrator and such other staff as it deems necessary for the efficient running of the Association. x) The representative of the Landlord and the Administrator shall be ex-officio members of the Management Committee. 5. BUSINESS MEETINGS OF THE ASSOCIATION i) The Association shall hold an Annual General Meeting (AGM) and when required, a Special Business Meeting at such a time and place as the Management Committee shall determine. ii) A special business meeting of the Association shall be called by the Secretary upon 21 days prior notice being given on the written request of one-quarter of the total membership or on the request of a majority of the Management Committee. iii) For the purposes of business meetings of the Association, a quorum shall consist of twelve members. 6. ANNUAL GENERAL MEETING i) The business of the AGM hereof shall include, inter alia:- (a) the consideration of the annual report, which shall be prepared by the Management Committee, of the work done by the Association, (b) the consideration of the accounts of the Association for the past year, (c) the election of the Management Committee and Officers of the Association (Officers shall include a Chairperson (who may be known as the "Convenor"), Secretary and Treasurer), (d) the appointment of an independent Accountant and Auditor as and when required, and (e) the determination of the rates of subscription for the Association (pursuant to 3 (ii)). ii) Notice of 21 days of the date of the AGM shall be given either in writing to individual members or by means of publication in the local newspaper. For the avoidance of doubt, publication of a notice in the Deeside Piper will satisfy this requirement. iii) Any member may have a motion or resolution placed on the Agenda by submitting it to the Secretary in writing not later than one week before the date of the meeting. 7. ACCOUNTANT OR AUDITOR i) An Accountant or Auditor shall be appointed by the Management Committee and approved by members of the Association at the AGM. ii) The Accountant or Auditor shall be responsible for preparing and as and when required, auditing the Accounts of the Association and shall report to the AGM. 8. FINANCE i) All monies raised by or on behalf of the Association shall be used for the objects stated in Article/Clause 2 and for no other purpose. ii) The Treasurer shall oversee all transactions of money and shall open appropriate accounts for the purpose. Statements of Account shall be provided at appropriate meetings. iii) Withdrawals of money shall require the signatures of two persons from any four persons authorised to sign by Management Committee. iv) No member of the Management Committee other than ex-officio members or a Sub-Committee shall receive remuneration, other than by way of the re-imbursement of necessary outlays the incurring of which will require the prior consent of the Management Committee. 9. AMENDMENT OF THE CONSTITUTION i) No change shall be to this Constitution except by resolution approved at an AGM or Special Business Meeting of the Association by a two-thirds majority of those members present and voting at such meeting, provided always that due notice of the proposed resolution shall be given to all members in terms of Article/Clause 6 hereof. 10. DISSOLUTION i) The Association may be dissolved by a resolution passed by a by a two-thirds majority of those members present and voting at an AGM or Special Business Meeting of the Association. ii) Any assets remaining after the satisfaction of any debts or liabilities shall be given or transferred to a recognised charitable body or bodies or applied towards any purpose which the law regards as charitable for the benefit of the inhabitants of the area as the meeting shall decide. 11. APPLICABLE LAW The law of Scotland shall apply to this Constitution. This amended Constitution was adopted at a Special Business Meeting of the Woodend Arts Association held at Sunninghill, Banchory on 23rd November 1995.