CONSTITUTION OF CRAIL PRESERVATION SOCIETY
(Scottish Charity No: 016960)
1 NAME OF THE SOCIETY
1.1 The Society shall be named “CRAIL PRESERVATION SOCIETY” (hereinafter called “the Society”).
2 OBJECTS
2.1 The objects of the Society are (a) to preserve the architecture, historic character and ambience of the Royal Burgh of Crail (b) to improve and maintain the amenity thereof and (c) to co-operate with and support the work of the Trustees of Crail Museum.
3 MEMBERSHIP
3.1 Membership of the Society will be open to anyone in sympathy with the above objects upon payment of the appropriate subscription.
4 GOVERNANCE
4.1 Annual General Meeting An Annual General Meeting of the Society shall be held each February and shall be convened by a written notice sent to the last known address of each member of the Society at least two weeks prior to the Meeting. The intimation shall specify the place, date, time and the agenda. The Honorary President whom failing an Honorary Vice-President will preside. (For the avoidance of doubt the Chairman, or in his absence the Vice-Chairman, shall preside at all other meetings of the society, including Special General Meetings and if the Vice-Chairman is not present the Meeting shall elect as Chairman a member of the Committee). The meeting will transact inter alia the following business:
4.1.1 Honorary President and Honorary Vice-Presidents There shall be an Honorary President and a maximum of four Honorary VicePresidents. They will hold office for life or until they wish to demit office. Should the office of Honorary President be vacant the Chairman with the prior approval of the Committee will submit for approbation by the meeting the name of a person of good standing in the community to fill the vacancy. Should the number of Vice-Presidents be less than four the Chairman may with the prior approval of the Committee submit for approbation by the meeting the name or names of persons who have given outstanding service to the Society to fill the vacancy or vacancies as the case may be.
4.1.2 Election of Office Bearers The meeting will elect from among the members a Chairman, a Vice–Chairman, a Secretary and a Treasurer who will hold office until the next Annual General Meeting. They shall be individually eligible for re election.
4.1.3 Election of the Committee The meeting will elect not more than nine members who together with the Office –Bearers shall be the committee of the Society. Each member will be elected for a 3 year term and be eligible for a second three year term if so elected at the appropriate AGM. After two terms, an ordinary committee member will not be eligible for re-election until the next AGM.
4.1.4 Approval of the Accounts The Treasurer will lay before the meeting for its approval an account of income and expenditure for the year up to the preceding 31st October and a balance sheet of the Society’s financial affairs as at that date.
4.1.5 Subscription The meeting will approve the annual subscription and the subscription for life membership. The annual subscription will be paid by 31 March. .
4.2 Functions and Powers of the Committee
4.2.1 General The business of the Society shall be conducted by the Committee which shall meet as required, but in any event not less than once every 4 months. The Chairman, whom failing the Vice-Chairman, shall preside. In the absence of both the Chairman and Vice-Chairman, the Committee will elect one of its number to act as Chairman of that Meeting. Five members shall form a quorum. The Committee will be available in a consultative capacity to any member requiring advice on any matter within the objects of the Society.
4.2.2 Power to Co-opt The committee may co-opt a maximum of two persons to serve the committee in an advisory capacity. It may also co-opt members of the Society to fill vacancies on the committee, those co-opted for this reason serving as full committee members and their appointment may be ratified at the next AGM.
4.2.3 Eligibility to attend and vote The Honorary President, the Honorary Vice-Presidents and those adopted in an advisory capacity may be invited to attend and participate in meetings of the committee but they will not be entitled to vote and their attendance will not qualify as part of the quorum required. Those co-opted to fill vacancies on the committee, as distinct from those co-opted to serve in an advisory capacity, will be entitled to attend and vote and will count towards the quorum.
4.2.4 Subscriptions The committee will recommend to the Annual General Meeting the amount of the proposed subscriptions both for annual and life membership.
4.2.5 Investments The funds of the Society will be administered by the Treasurer who will account to the Committee. Any investments (which may be made in any class of securities including Ordinary Stocks and Shares and are not restricted to Trustee securities) will be held in the name of the Chairman and Treasurer for the time being as ex officio Trustees on behalf of the Society.
4.2.6 Heritable Property The Committee on behalf of the Society may acquire, sell or lease heritable property in and around Crail which it considers to be of architectural or historical interest or of natural beauty. The premises at 62-64 Marketgate may be leased to the Trustees of Crail Museum on such terms and conditions as the Committee deem reasonable. The titles to heritable property belonging to the Society will be in the names of the Chairman and Secretary for the time being. The Treasurer will be responsible for ensuring that all heritable property is adequately insured in the name of the Society.
4.2.7 Power to Borrow The Committee will have the power to raise funds or to borrow money required for the purposes of the Society from any source on reasonable terms.
4.2.8 Power to act as Agent The Committee has the power to agree to administer the funds of another entity as its agent, providing it ensures the use of the funds is consistent with its own objects. As agent, the Committee will act in line with the instructions of the entity that acts as the principal. The funds transferred to the Society, acting as agent, remain under the control of the principal and the principal remains responsible for the charitable application of those funds. Wherever possible, there should be an agency agreement between the Society, as agent, and the entity, as principal.
4.3 Special General Meeting A Special General Meeting of the Society may be convened to deal with matters of special importance to the Society including any proposed change to the Constitution of the Society. Upon receipt by the Secretary of a requisition signed by six members of the Society requesting that a Special General Meeting be convened (which requisition shall specify the motion or motions to be proposed at the meeting), he shall take steps to convene the Meeting. He shall do so by means of a written notice sent to the last known address of each member of the Society at least two weeks prior to the Meeting specifying the place, date, time and the proposed agenda.
5 WINDING UP OF THE SOCIETY
5.1 Procedure A resolution to wind up the society may be passed only at a Special General Meeting called for that purpose and convened as aforesaid. A member who for any reason is unable to be present when the resolution is voted upon may cast his or her vote by means of a form provided to the member by the Secretary, signed by the member and returned to the Secretary at any time before the vote is taken. In addition details of the date, time, place and purpose of the meeting along with details of the voting procedure must be advertised for two consecutive weeks commencing three weeks prior to the meeting in the edition of a newspaper with a wide circulation in Fife. The resolution will require the approval of three quarters of the combined votes cast by those present and by those who have voted by written notice as aforesaid.
5.2 Disposal of assets In the event of the society being wound up, the heritable properties at 62 and 64 Marketgate aforesaid if still in our ownership will be conveyed in accordance with the contractual provisions contained in their respective deeds. The remaining assets of the Society both heritable and moveable will be made over to the National Trust for Scotland with the proviso that in so far as it may be practicable to do so the said National Trust will use the proceeds of the assets so obtained to promote the permanent preservation of land and buildings in the Royal Burgh of Crail which are of historic or national interest or natural beauty for the further enhancement or benefit of the Royal Burgh of Crail. The foregoing contains the terms of the
Constitution approved at a Special General Meeting held on 9th November 2018.
Crail Preservation Society 