Constitution

There shall be two classes of membership, determined according to the rates of subscriptions paid as set out in clause 4 below. Ordinary members and life members, the latter being made up of Past Presidents and their spouses with the only differentiation between the two classes being one of subscription. The rights of Members are as set out in the following paragraphs of this Constitution. All questions affecting the conduct of any member of the Association which the Committee shall consider detrimental to the Association shall be dealt with by the Committee in its absolute discretion and the Committee may, by a majority vote, order the removal of the name of any person from the list of members, and thereupon such person shall cease to be entitled to any of the rights and privileges of membership of the Association. Any person whose conduct is deemed worthy of consideration by the Committee in this regard shall be entitled to entitled to be notified of that fact and to make such representations in writing or in person to the Committee, but the Committee's decision in all such matters shall be final and not subject to appeal.

Membership subscriptions

Membership subscriptions shall become due on 1st May each year and all subscriptions shall expire on 30th April next following. Any subscription which has not been received by 31st May shall be regarded as being in arrears and any person whose subscription is in arrears shall cease to be entitled to any of the rights or privileges of membership until his or her membership for the current year has been received. The rates of subscriptions for any year commencing on 1st May shall be decided by Members at the Annual General Meeting immediately preceding that date, but until and unless determined otherwise shall be as follows:

Payment of the rate applicable to Couples shall confer membership rights upon two people. Payment of the rate applicable to Families shall also confer membership rights upon two people and their children to the age of 18 years. The Committee shall have the authority to reduce or waive subscriptions payable by Members in circumstances where in their discretion they believe it is appropriate to do so.

Committee

The affairs of the Association shall be managed by a Committee consisting of the following Office Bearers:

(i) President

(ii) Vice-President

(iii) Treasurer

(iv) Secretary

(v) Membership Secretary

and no fewer than five and no more than eight other members. The President shall be elected by vote at the Annual General Meeting for a period of two years. The President shall not be eligible for re-election as President until a further period of office has been served by that President's successor, but will be eligible to serve otherwise on the Committee. The Treasurer and Secretary shall be elected for a period of three years and shall be eligible for re-election for one further term of office only.

All other members of the Committee shall retire annually at the Annual General Meeting but shall be eligible for re-election. Any vacancy on the Committee occurring during the year may be filled by the Committee and such appointment shall be valid until the next Annual General Meeting. The Committee shall meet at least six times annually at venues and on dates and at times which it shall determine. The quorum for Committee meetings shall be five. The Committee shall keep records of its meetings. Members of the Association shall have no rights to inspect or receive copies of such records.

Office Bearers and Committee members shall not be entitled to any remuneration, but they shall be entitled to be indemnified in respect of any reasonable expenses incurred by them in the course of Association business and against reasonable claims made against them in respect of losses incurred by the Association except insofar as these losses are attributable to their gross misconduct or negligence, wilful default, or fraud.

Financial management

The income and funds of the Association shall be applied towards the promotion of the objects of the Association as the Committee shall decide. Subject to the provisions of Clause 7 following, the Committee shall have no power or authority to apply the income and funds of the Association for charitable purposes.

The Association shall maintain a bank account or accounts at a bank or banks in Guernsey licensed to act as deposit takers. The Committee shall in its discretion decide which of its members are to be authorised to act as signatories to the Association's bank account or accounts and the operation of these accounts shall always be by two signatories acting together in each case. The Committee shall not otherwise invest the funds of the Association. The accounting year of the Association shall end on 31 December annually, and the Treasurer shall present financial accounts for each calendar year at the Annual General Meeting next following.

The Members shall at each Annual General Meeting appoint an Auditor to report upon the financial accounts for that calendar year and, if thought appropriate, to report to the Committee and/or the Members of the Association upon the management of its financial affairs. The Auditor so appointed shall not be entitled to any remuneration, but shall be entitled to be indemnified in respect of any expenses incurred in the course of the audit and against any claims made against them in respect of losses incurred by the Association except insofar as these losses are attributable to their gross misconduct or negligence, wilful default, or fraud. Membership of the Association shall not be a requirement for qualification to act as Auditor. Any person retiring as an Office Bearer or from membership of the Committee shall not be eligible for appointment as Auditor until a period of at least one year shall have elapsed. The Auditor appointed may, in extenuating circumstances, appoint an alternative subject to the approval of the committee.

Social events and functions

The Committee shall have the authority and discretion to organise such social events and functions as it believes are consistent with the objects of the Association, in such places and at such times and dates as it believes are appropriate. The responsibility for determining the prices to be charged for attendance at such events and functions shall rest entirely with the Committee, and the Committee shall have the power to make additional charges to non-members for attendance.

The Committee shall have the power to determine the number of persons entitled to attend any such event or function and may at its discretion and without giving any reason refuse to permit any person to attend any such event or function. Notwithstanding the fact that the Association does not have charitable objects, the Committee shall have the authority to organise in the name of the Association events, or activities within events, intended to raise funds for charitable purposes, provided that the proposed recipient charities are clearly identified in advance of any invitation or request to contribute funds.

Annual general meetings

Members will be entitled to attend and vote at all Annual General Meetings. All voting shall be by Members of the Association present in person, each Member having one vote. Except as otherwise stated in this Constitution all resolutions shall be deemed to be passed if approved by a majority of those voting. The Annual General Meeting of the Association will be held in the month of April each year at a convenient time, date and place as the Committee may decide, and a notice in writing will be sent to each Member and Associate Member at least ten days before the date of the meeting. Such notice may be sent by letter post, fax or email to the last known address of the Member and failure to receive such notice shall not render the proceedings of the meeting invalid. Particulars of the business to be transacted will be included.

The quorum for an Annual General Meeting shall be ten Members. In the event that there is not a quorum present within thirty minutes of the time set for the commencement of the Annual General Meeting, the meeting shall stand adjourned to reconvene at the same time and venue fourteen days later, and the business of the Annual General Meeting shall be completed at that reconvened meeting notwithstanding the absence of a quorum on that occasion. The order of business will be:

Extraordinary general meetings

Members will be entitled to attend and vote at all Extraordinary General Meetings. All voting shall be by Members of the Association present in person, each Member having one vote. Except as otherwise stated in this Constitution all resolutions shall be deemed to be passed if approved by a majority of those voting. The Committee may at any time convene an Extraordinary General Meeting at a time, date and place as the Committee may decide, and a notice in writing stating the purpose of the meeting will be sent to each Member at least ten days before the date of the meeting.

An Extraordinary General Meeting shall also be convened, at a time, date and place as the Committee may decide, on the requisition in writing stating the purpose of the required meeting of no fewer than 25 per cent of the Members of the Association. On receipt of a valid written requisition for an Extraordinary General Meeting, the Committee will within fourteen days arrange for a notice in writing will be sent to each Member at least ten days before the date of the meeting. Notice of an Extraordinary General Meeting may be sent by letter post, fax or email to the last known address of the Member and failure to receive such notice shall not render the proceedings of the meeting invalid. Particulars of the business to be transacted will be included.

The quorum for an Extraordinary General Meeting shall be ten Members. In the event that there is not a quorum present within thirty minutes of the time set for the commencement of the Extraordinary General Meeting, the meeting shall stand adjourned to reconvene at the same time and venue fourteen days later, and the business of the Extraordinary General Meeting shall be completed at that reconvened meeting notwithstanding the absence of a quorum on that occasion.

Amendments to constitution

The Constitution of the Association shall not be added to, amended, or rescinded, except at an Annual or Extraordinary General Meeting of the Association, and then only with the consent of not less than two-thirds of the Members present and voting at such meeting.

Dissolution and winding up of the association

The Association shall be dissolved and its affairs wound up if it becomes insolvent or the number of its Members is reduced below ten. It may also be dissolved and its affairs wound up on the passing of a resolution to that effect by 90 per cent of those attending an Extraordinary General Meeting convened for the purpose of considering such a resolution, provided that that resolution is subsequently confirmed by the passing of a further resolution in identical terms by 90 per cent of those attending a second Extraordinary General Meeting convened for that purpose and held 28 days later. On the dissolution of the Association its remaining assets shall be divided equally amongst its Members on a per capita basis.

The Guernsey Scottish Association is a recognised charity in Guernsey - Registration Number NP130 (14 September 2010)