CONSTITUTION AND RULES OF THE LOTHIANS RADIO SOCIETY
The new constitution below was adopted at the AGM on 11th June 2014 upon the LRS gaining charitable status.
CONTENTS
| GENERAL | name, objects, powers, general structure | clauses 1-4 |
| MEMBERS | qualifications, application, honorary life membership, subscription, register | clauses 5-10 |
| GENERAL MEETINGS (meetings of members) | general, notice, procedure | clauses 11-21 |
| MANAGEMENT COMMITTEE | structure, eligibility, election/ retiral/re-election, termination of office, register, office bearers, powers, personal interests | clauses 22-36 |
| MANAGEMENT COMMITTEE MEETINGS | procedure | clauses 37-45 |
| ADMINISTRATION | Sub-committees, operation of bank accounts etc., minutes, accounting records and annual accounts, notices | clauses 46-53 |
| MISCELLANEOUS | dissolution, alterations to the constitution, interpretation | clauses 53-60 |
Name
1. The name of the association is “The Lothians Radio Society”
Objects
2. The association’s main object is:
(a) Educational
To promulgate the appreciation and understanding of radio frequency technology and its impact both from current and historic perspectives
Subsidiary objects are:
(b) Advising and assisting disadvantaged people such as the visually or physically impaired in setting up and using radio frequency equipment.
(c) Environmental
Encouraging the reuse of redundant radio frequency and related equipment.
Powers
3. In pursuance of the objects set out in clause 2 (but not otherwise), the association shall have the following powers:-
(a)
(i) To arrange an annual programme of lectures/practical demonstrations open to all. Regular attendees will be expected to support the association by becoming members
(ii) Carry out activities/demonstrations related to radio frequency technology in conjunction with youth organisations such as Scouts and Guides
(iii) Offer help and advice to individuals in the disposal of redundant radio frequency and related equipment.
(iv) promulgate self training in radio frequency technology by means of amateur radio
(b) To carry on any other activities which further any of the above objects.
(c) To purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for the association’s activities.
(d) To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the association.
(e) To sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of the association.
(f) To engage such consultants and advisers as are considered appropriate from time to time.
(g) To effect insurance of all kinds (which may include officers’ liability insurance).
(h) To invest any funds which are not immediately required for the association’s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments).
(i) To liaise with other voluntary sector bodies, local authorities, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering the association’s objects.
(j) To establish and/or support any other charity, and to make donations for any charitable purpose falling within the association’s objects.
(k) To take such steps as may be deemed appropriate for the purpose of raising funds for the association’s activities.
(l) To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).
(o) To do anything which may be incidental or conducive to the furtherance of any of the association’s objects.
General structure
4. The structure of the association shall consist of:-
(a) the MEMBERS – who have the right to attend the annual general meeting (and any special general meeting) and have important powers under the constitution; in particular, the members elect people to serve on the management committee and take decisions in relation to changes to the constitution itself
(b) the MANAGEMENT COMMITTEE – who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of the association; in particular, the management committee is responsible for monitoring the financial position of the association.
Qualifications for membership
5. Membership shall be open to all interested persons.
Application for membership
6. Any person who wishes to become a member must sign, and lodge with the association, a written application for membership; the application must be accompanied by a remittance to meet the annual membership subscription.
7. The management committee may, at its discretion, refuse to admit any person to membership.
Honorary Life Membership
8. The Committee has powers to grant Honary Life membership to any member of the Society on the following conditions:
(a) The Candidate must have rendered outstanding service to the Society.
(b) The Candidate, proposer and seconder must each be a fully paid up member.
(c) The Proposal shall be submitted in writing to the Secretary.
(d) The award will only be made if unanimously approved by the Committee.
(e) Not more than one award will be made in any period of three years.
Honorary Life Membership shall carry all the privileges and voting power of ordinary membership of the Society.
Membership subscription
9. Members shall require to pay an annual membership subscription. A membership fee shall be determined for the forthcoming session at each A.G.M. The session shall run from A.G.M. to A.G.M. next following. This fee shall be payable at the opening meeting of each session. Members under 18 years of age attending full-time at a school shall pay one half of the fee fixed. The Committee shall be empowered to amend or waive the subscription of any member who can show reasonable grounds.
Register of members
10. The management committee shall maintain a register of members, setting out the full name and address of each member and the date on which s/he was admitted to membership.
General meetings (meetings of members)
11. The management committee shall convene an annual general meeting in each year (but excluding the year in which the association is formed); not more than 15 months shall elapse between one annual general meeting and the next.
12. The business of each annual general meeting shall include:-
(a) a report by the chair on the activities of the association
(b) consideration of the annual accounts of the association
(c) the election/re-election of office bearers and members of the management committee, as referred to in clause 22.
(d) Election of an independent person to act as honorary auditor
(e) Fixing the annual membership fee
13. The management committee may convene a special general meeting at any time.
Notice of general meetings
14. At least 14 clear days’ notice must be given (in accordance with clause 53) of any annual general meeting or special general meeting; the notice must indicate the general nature of any business to be dealt with at the meeting and, in the case of a resolution to alter the constitution, must set out the terms of the proposed alteration.
15. The reference to “clear days” in clause 14 shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, and also the day of the meeting, should be excluded.
16. Notice of every general meeting shall be given (in accordance with clause 53) to all the members of the association, and to all the members of the management committee.
Procedure at general meetings
17. No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be 9 or two thirds of the total membership (whichever is less), present in person.
18. If a quorum is not present the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.
19. The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.
20. Every member shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally.
21. If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.
Management Committee Structure
22. The management committee shall comprise three Office Bearers (President (who shall be the Chairperson), Honorary Secretary and Honorary Treasurer) and three other members.
23. The Committee is empowered to co-opt any member of the Society to assist in deliberating any matter of which such member has special knowledge or experience.
Election, retiral, re-election
24. At each annual general meeting, the members may elect any member to be a member of the management committee.
25. At each annual general meeting, all of the members of the management committee shall retire from office – but shall then be eligible for re-election.
Termination of office
26. A member of the management committee shall automatically vacate office if:-
(a) he/she becomes debarred under any statutory provision from being a charity trustee
(b) he/she resigns office by notice to the association
(c) he/she is absent from more than three consecutive meetings of the management committee, and the management committee resolve to remove him/her from office.
Register of management committee members
27. The management committee shall maintain a register of management committee members, setting out the full name and address of each member of the management committee, the date on which each such person became a management committee member, and the date on which any person ceased to hold office as a management committee member.
Officebearers
28. A person elected to any office shall cease to hold that office if he/she ceases to be a member of the management committee or if he/she resigns from that office by written notice to that effect.
Powers of management committee
29. Except as otherwise provided in this constitution, the association and its assets and undertaking shall be managed by the management committee, who may exercise all the powers of the association.
30. A meeting of the management committee at which a quorum is present may exercise all powers exercisable by the management committee.
Personal interests
31. A member of the management committee who has a personal interest in any transaction or other arrangement which the association is proposing to enter into, must declare that interest at a meeting of the management committee; he/she will be debarred (in terms of clause 43) from voting on the question of whether or not the association should enter into that arrangement.
32. For the purposes of clause 31, a person shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that arrangement.
33. Provided
(a) he/she has declared his/her interest
(b) he/she has not voted on the question of whether or not the association should enter into the relevant arrangement and
(c) the requirements of clause 35 are complied with,
a member of the management committee will not be debarred from entering into an arrangement with the association in which he/she has a personal interest (or is deemed to have a personal interest under clause 32) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.
34. No member of the management 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.
35. Where a management committee member provides services to the association or might benefit from any remuneration paid to a connected party for such services, then
(a) the maximum amount of the remuneration must be specified in a written agreement and must be reasonable
(b) the management committee members must be satisfied that it would be in the interests of the association to enter into the arrangement (taking account of that maximum amount)
(c) less than half of the management committee members must be receiving remuneration from the association (or benefit from remuneration of that nature).
36. The members of the management committee may be paid expenses reasonably incurred by them in connection with the carrying-out of their duties.
Procedure at management committee meetings
37. Any member of the management committee may call a meeting of the management committee or request the secretary to call a meeting of the management committee.
38. Questions arising at a meeting of the management committee shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote.
39. No business shall be dealt with at a meeting of the management committee unless a quorum is present; the quorum for meetings of the management committee shall be 4.
40. If at any time the number of management committee members in office falls below the number fixed as the quorum, the remaining management committee member(s) may act only for the purpose of filling vacancies or of calling a general meeting.
41. Unless he/she is unwilling to do so, the chair of the association shall preside as chairperson at every management committee meeting at which he/she is present; if the chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the management committee members present shall elect from among themselves the person who will act as chairperson of the meeting.
42. The management committee may, at its discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the management committee; for the avoidance of doubt, any such person who is invited to attend a management committee meeting shall not be entitled to vote.
43. A management committee member shall not vote at a management committee meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest 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.
44. For the purposes of clause 43, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that matter.
Conduct of members of the management committee
45. Each of the members of the management committee shall, in exercising his/her functions as a member of the management committee of the association, act in the interests of the association; and, in particular, must
(a) 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)
(b) act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person
(c) in circumstances giving rise to the possibility of a conflict of interest of interest between the association and any other party
(i) put the interests of the association before that of the other party, in taking decisions as a member of the management committee
(ii) where any other duty prevents him/her from doing so, disclose the conflicting interest to the association and refrain from participating in any discussions or decisions involving the other members of the management committee with regard to the matter in question
(d) ensure that the association complies with any direction, requirement, notice or duty imposed on it by the Charities and Trustee Investment (Scotland) Act 2005.
Delegation to sub-committees
46. The management committee may delegate any of their powers to any sub-committee consisting of one or more management committee members and such other persons (if any) as the management committee may determine; they may also delegate to the chair of the association (or the holder of any other post) such of their powers as they may consider appropriate.
47. Any delegation of powers under clause 46 may be made subject to such conditions as the management committee may impose and may be revoked or altered.
48. The rules of procedure for any sub-committee shall be as prescribed by the management committee.
Operation of accounts and holding of property
49. The signatures of one out of two signatories appointed by the management committee shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by the association; at least one signatory must be the signature of a member of the management committee.
Minutes
50. The management committee shall ensure that minutes are made of all proceedings at general meetings, management committee meetings and meetings of committees; a minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.
Accounting records and annual accounts
51. The management committee shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.
52. The management committee shall prepare annual accounts, complying with all relevant statutory requirements and which will be examined by the honorary auditor prior to the annual general meeting.
Notices
53. Any notice which requires to be given to a member under this constitution shall be in writing.
Dissolution
54. If the management committee determines that it is necessary or appropriate that the association be dissolved, it shall convene a meeting of the members; not less than 21 days’ notice of the meeting (stating the terms of the proposed resolution) shall be given.
55. If a proposal by the management committee to dissolve the association is confirmed by a two-thirds majority of those present and voting at the general meeting convened under clause 54, 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 charity or charities having objects similar to those of the association; the identity of the body or bodies to which such assets are transferred shall be determined by the members of the association at, or prior to, the time of dissolution.
56. For the avoidance of doubt, no part of the income or assets of the association shall (otherwise than in pursuance of the association’s charitable purposes) be paid or transferred (directly or indirectly) to the members, either in the course of the association’s existence or on dissolution.
Alterations to the constitution
57. Subject to clause 58, the constitution may be altered by a resolution passed by not less than two-thirds of those present and voting at a general meeting, providing due notice of the meeting, and of the resolution, is given in accordance with clauses 14, 15 and 16.
58. No amendment to clauses 3, 34, 55 or 56 of the constitution may be made if the effect would be that the association would cease to be a charity.
Interpretation
59. For the purposes of this constitution,
(a) the expression “charity” shall mean a body which is either a “Scottish charity” within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a “charity” within the meaning of section 96 of the Charities Act 1993
(b) the expression “charitable purpose” shall mean a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.
60. Any reference in this constitution to a provision of any legislation shall include any statutory modification or re-enactment of that provision in force from time to time.