Constitution

March 2017

AS ADOPTED BY MEMBERS AT A GENRAL MEETING HELD AT NEWBATTLE ABBEY COLLEGE – 05.03.2017

1. Type of Organisation:

The Association will be an independently constituted voluntary body and upon registration, an Affiliated Beekeeping Association – ABA – of the Scottish Beekeepers’ Association (a Scottish charity, registered in Scotland, number SC009345).

2. Scottish Principle Office:

The principle office of the Association will be in Scotland (and must remain in Scotland).

3. Name:
The name of the Association is Newbattle Beekeepers’ Association.

  1. Purposes:
    The Association’s purposes are:

    1. 4.1.  The encouragement, promotion and advancement of the craft of beekeeping.

    2. 4.2.  Supporting honeybees and beekeepers.

    3. 4.3.  The training and mentoring of new beekeepers.

    4. 4.4.  The provision of an apiary for demonstration and training purposes.

    5. 4.5.  The advancement of member education by the arrangement of lectures, visits and

      practical demonstrations in relation to the craft of beekeeping.

    6. 4.6.  Improving the standard of beekeeping.

    7. 4.7.  The advancement of environmental protection by the conservation of the honeybee.

    8. 4.8.  Promoting the products of beekeeping.

  2. Powers:
    5.1. The Association has power to do anything which is calculated to further its purposes

    or is directly conducive or incidental to doing so.

5.2. No part of the income or property of the Association may be paid or transferred

(directly or indirectly) to the members – either during the Association’s existence or on dissolution – except where this is done in direct furtherance of the Association’s charitable purposes.

6. Affiliation to the Scottish Beekeepers Association (SBA)

Newbattle Beekeepers’ Association members are required to also be members of the SBA, and to evidence their membership before 31 January each year.

7. Members:
7.1
Types of Membership

7.1.1. Individual Members – Individuals who are interested in furthering the objectives of the Newbattle Beekeepers’ Association, in which case the individual membership fee is payable.

7.1.2. Junior Members – Individuals under the age of 16 years, for whom a membership fee has been paid. Junior membership will cease when the Junior attains the age of 16 years and will be automatically and immediately amended

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to Individual membership for the remainder of that membership year, without

further payment of any additional fee in respect of that year.
7.1.3.
Honorary Membership – Individuals upon whom the Newbattle Beekeepers’ Association confers membership, without any membership fee being levied, in recognition of their contribution to beekeeping in general and/or to Newbattle

Beekeepers’ Association.
7.2. Members will pay their annual membership fee prior to the Annual General Meeting

for that year.
7.2.1. The Committee will determine the amount of membership fee payable by

members. 

8.
Committee:

8.1. Number

  1. 8.1.1.  The maximum number of committee members is nine (9); out of that: no more

    than seven (7) will be elected and appointed by the members at the Annual

    General Meeting of the Association.

  2. 8.1.2.  The minimum number of committee members is seven (7).

  3. 8.1.3.  The Committee, at its discretion may co-opt two (2) members to the

    role of committee member.

  4. 8.1.4.  The Committee may at any time during the year appoint a member to the

    committee should a serving member resign their position or for other reasons be unable to carry out their role as an elected or co-opted member of the committee.

8.2. Election, retirement & re-election
8.2.1. The committee will have Office bearers consisting of a President, Vice

President, Secretary, Treasurer and no less than three (3) and no more than

five (5) ordinary committee Members.

  1. 8.2.2.  At each Annual General Meeting (AGM), the members may elect any member

    to be a committee member or office bearer.

  2. 8.2.3.  At each AGM, all the committee members elected at the previous AGM, and

    those deemed to be co-opted or appointed, will retire from office – and will be

    eligible for re-election.

  3. 8.2.4.  Office Bearers may serve for a maximum of three (3) years in that role and will

    become eligible for election to the role again after a further period of one (1)

    year.

  4. 8.2.5.  An election process will be held at the AGM and all committee members

    eligible for re-election will require a resolution that is proposed, seconded

    and voted on by members present at the AGM.

  5. 8.2.6.  In the event of more than one candidate being nominated for an Office Bearer

    role and more candidates nominated than there are vacancies for the role of committee member, an election process will be held with the successful candidate securing a simple majority of the votes cast by those members attending the AGM

  6. 8.2.7.  For election to the Committee, Members will have 1 vote to cast for each Committee place being voted on

      8.2.8. The committee will elect from their number a member to represent the Association at all relevant meetings of the SBA and                 other corporate bodies.

8.3. Notice of Committee Meetings
      8.3.1. Any committee member may ask the secretary to call a meeting of the committee.
      8.3.2. At least seven (7) days’ notice must be given of each committee meeting.

8.4. Procedure at Committee Meetings

      8.4.1.  No valid decisions can be taken at a committee meeting unless a quorum is present 
      8.4.2.  The quorum for a committee meeting is five (5) members present in person.
      8.4.3.  If at any time committee member numbers fall below the number stated in clause 8.4.2, the remaining committee members                  will have power to fill any vacancy or call a members’ meeting – but will not be able to take any other valid decisions.             8.4.4.  The President of the Association should act as the chairperson of each committee meeting. 
      8.4.5.  All decisions at committee meetings will be made by majority vote. If there is an equal number of votes for and against                   any resolution, the chairperson of the meeting will have a second (casting) vote.
      8.4.6.  Every committee member has one vote, which must be given personally.

  1. 8.4.7.  The committee may, at its discretion, allow any person to attend and to speak at a committee meeting notwithstanding that he/she is not a committee member – but on the basis that he/she must not participate in

    decision-making.

  2. 8.4.8.  A committee member must not vote at a committee meeting (or at a meeting

    of a sub-committee) on any resolution which relates to a matter in which he/she has a personal interest or duty which conflicts, or may conflict with the interests of the Association. He/she must withdraw from the meeting while an item of that nature is being dealt with.

  3. 8.4.9.  For the purpose of clause 8.4.9 – An interest held by an individual who is connected with the committee member – husband, wife, partner, child, parent or another close family member, will be deemed to be held by that committee member.

8.5. Minutes
8.5.1. The committee must ensure that proper minutes are kept in relation to all

committee meetings and meetings of sub-committees

  1. 8.5.2.  The minutes kept must include the names of those present.

  2. 8.5.3.  The committee will make available copies of the minutes to all members.

  3. 8.5.4.  The committee may exclude from any copy minutes made available to a

    member any material which the committee – by majority vote – considers ought properly to be kept confidential – because allowing access to such material could cause significant prejudice to the interests of the Association.

9. Administration
9.1. The Committee may delegate any of their powers to sub-committees.

9.1.1. A sub-committee must include at least one committee member but other members of a sub-committee need not be committee members.

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  1. 9.1.2.  Sub-committees may be established to advance the purposes of the Association

  2. 9.1.3.  When delegating powers to sub-committees the committee must set out appropriate conditions which must include an obligation to report regularly to the committee

  3. 9.1.4.  The committee may also delegate to the President of the Association, or the holderofanyotherpostsuchoftheirpowersastheymay consider appropriate.

  4. 9.1.5.  Any delegation of powers may be revoked or altered by the committee.

  5. 9.1.6.  The rules and procedures for each sub-committee, and the provisions relating to membership of each sub-committee will be set by the committee.

9.2. Operation of the Association finances and accounts

  1. 9.2.1.  The signatures of two out of three signatories appointed by the committee will

    be required in relation to all operations, other than the lodging of funds, in the bank account(s) held by the Association; at least one of the two signatures must be the signature of the Treasurer.

  2. 9.2.2.  Where the Association uses electronic facilities for the operation of any bank account, the authorisations required for operations on that account must be consistent with the approach reflected in clause 9.2.1.

9.3. Accounting Records and Annual Accounts
9.3.1. The financial year will be from 1 January to 31 December.
9.3.2. The committee must ensure that proper accounting records are kept in

accordance with all statutory requirements
9.3.3. The committee must prepare annual accounts, complying with all relevant

requirements
9.3.4. The Committee should ensure that an appropriate audit of the accounts is

carried out by a qualified person.
9.3.5. The Auditor will be appointed by the members at the AGM.

10. Annual General and Special Members’ Meetings
10.1 The committee must arrange a meeting of members – an Annual General Meeting

(AGM) in each calendar year.
10.2. The business of the AGM must include:

10.2.1. Recording of any apologies for absence by members
10.2.2. Consideration of the minutes of the previous AGM
10.2.3. Matters arising from the previous minutes
10.2.4.A report covering the activities of the Association over the previous

year
10.2.5. A report covering the finances of the Association over the previous year 10.2.6. The election of office bearers and other committee members
10.2.7. Business notified to the Secretary prior to the meeting
10.2.8. Any other competent business appropriate to the AGM.

10.3 The committee must arrange a special members’ meeting if they are requested to do so by a notice signed by one or more members who amount to 5% or more of the total membership of the Association at the time, providing:

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10.3.1. The notice states the purpose for which the meeting is to be held; and: 10.3.2. The date for the meeting which they arrange in accordance with the notice must not be later than twenty-eight (28) days from the date on which they

receive the notice.
10.3.3. The Committee may arrange a special members’ meeting at any time.

10.4. At least fourteen (14) clear days’ notice must be given of any AGM or special members’ meeting.

10.4.1 The notice calling a special members’ meeting must specify in general terms what business is to be dealt with at the meeting; and

  1. 10.4.2.  In the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or

  2. 10.4.3.  In the case of any other resolution falling within the requirements for two thirds majority, (11.1.1; 11.2.1.) must set out the exact terms of the resolution.

  3. 10.4.4.  Notice of every members’ meeting must be given to all members of the

    Association, and to all Committee members.

  4. 10.4.5.  Any notice which requires to be given to a member under this constitution

    must be sent by post to the member, at the address last notified by him/her to the Association; or sent by e-mail to the member, at the e-mail address last notified by him/her to the Association.

10.5. Procedure at Annual General and Special Members’ Meetings
10.5.1. No valid decisions can be taken at any special members’ meeting unless a

quorum is present.
10.5.2. The quorum for a members’ meeting is fifty percent (50%) of members plus

one (1) member, present in person.
10.5.4. The President of the Association should act as the chairperson of each

members’ meeting
10.6.
Voting at Members’ Meetings

10.6.1. Every member has one vote, which must be given personally.
10.6.2. All decisions at annual general and special members’ meetings will be made by majority vote – except for the type of resolution listed in clauses 10.6.2.2, 10.6.2.3

10.6.2.1. 10.6.2.2.

A resolution directing the Committee to take any step or not to take any step.
A resolution approving the amalgamation of the Association with any Scottish Charitable Incorporated Organisation (SCIO) or Independently Constituted Voluntary Body.

10.6.2.3.
10.6.3. If there is an equal number of votes for and against any resolution, the

chairperson of the meeting will have a second (casting) vote.
10.6.4. A resolution put to the vote at an annual general and special members’ meeting will be decided on a show of hands – unless the chairperson, or at

least two other members present at the meeting, ask for a secret ballot. 10.6.5 The chairperson will decide how any secret ballot is to be conducted and will

declare the result of the ballot at the meeting

A resolution to dissolve the association

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10.7. Voting by Proxy
10.7.1 A member who wishes to submit a proxy vote must lodge a completed proxy

vote form via the Secretary by post or email a minimum of seven days before the meeting commences. A member will not be entitled to appoint any
other person as proxy to attend and vote on their behalf at that meeting.

10.7.2. Members casting their votes by proxy must indicate their voting preference on the proxy form against each resolution listed. The President will record that preference vote together with voting preferences of those present and eligible to vote.

  1. 10.7.2.  A member who has submitted a completed proxy vote form may attend the meeting at which their proxy vote is to be cast, but may not cast a vote at the meeting in person.

  2. 10.7.3.  A member who has submitted a completed proxy vote form may withdraw their proxy vote preference up to three days prior to the meeting, and may then vote in person at that meeting.

10.8 Minutes of Annual General and Special Members’ Meetings
10.8.1. The committee must ensure that proper minutes are kept in relation to all

AGMs and special members' meetings.
10.8.2. Minutes of annual general and special members’ meetings must include the names of those present and should be signed by the chairperson of the meeting.

11. Miscellaneous
11.1. Alterations to the Constitution

11.1.1. This constitution may be altered by resolution of the members passed at a members’ general meeting, subject to achieving a two thirds majority of the members attending and eligible to vote, and a quorum present at the meeting.

  1. 11.1.2.  The proposed changes to the constitution will be made available to the members of the Association at least fourteen (14) days prior to the general meeting of the members at which the proposed changes will be discussed

  2. 11.1.3.  The notice calling the meeting at which the alterations to the constitution will be discussed will be sent to the members at least twenty-one (21) days prior to the date of the meeting.

11.2 Dissolution of the Association
11.2.1. The Association may be dissolved by at least two thirds of the members voting

to do so at a members’ general meeting.

  1. 11.2.2.  Full details of the reasons for the proposed dissolution will be made available

    to the members of the Association at least fourteen (14) days prior to the

    general meeting of the members at which the dissolution will be discussed

  2. 11.2.3.  The notice calling the meeting at which the proposed dissolution will be

    discussed will be sent to the members at least twenty-one (21) days prior to

    the date of the meeting.

  3. 11.2.4.  Any surplus assets available to the Association immediately preceding its

    winding up must be used for purposes which are the same as or which closely resemble the purposes of the Association as set out in this constitution.

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