Constitution

Article 1.  NAME

The name of the Branch shall be “The Royal Scottish Country Dance Society Carlisle and Border Branch, (hereinafter referred to as “the Branch”).

Article 2.  ASSOCIATION WITH THE ROYAL SCOTTISH COUNTRY DANCE SOCIETY

2.1.   The Branch is an independently constituted organisation consisting of members of the Royal Scottish Country Dance Society (hereinafter called “the Society”).

2.2.   While it has similar objects to and associates with the Society under a formal Licence Agreement, it operates and carries out its administration and management independently of the Society.

Article 3.  CHARITABLE STATUS

3.1    The Branch is a Charity registered with the Charity Commission for England and Wales and having the Charity registration number of 1070271. 

3.2    The purpose of this charity is detailed in Article 4 Objectives and it will be managed by a committee of Trustees who are appointed at the Annual General Meeting (hereinafter called the AGM). 

3.3    In order to carry out these objectives the Trustees have the power to raise funds, receive goods and donations and apply these funds to carry out the work of the Charity.

Article 4.  OBJECTIVES

The objectives of the Branch shall be to advance the education and engagement of the public in traditional Scottish country dancing and in furtherance thereof:-

4.1    preserve and further the practice of traditional Scottish country dancing.

4.2    provide or assist in providing education or instruction to Society standards in the practice of Scottish country dancing.

4.3    promote the enjoyment and appreciation of Scottish country dancing and music by any suitable means.

Article 5.  MEMBERSHIP AND SUBSCRIPTIONS

5.1    Branch members must also be members of the Society.  A prospective member may join the Society at the same time as applying to join the Branch or may apply to join the Branch if already a member of the Society. A range of Society membership subscriptions is available.  Only such members as have attained the age of 18 shall have the power to vote in matters concerned with the management of the Branch.

5.2    Any Society member who pays the Society subscription through another Branch may also become a member of Carlisle and Border Branch, by payment of an additional subscription fee.

5.3    The rates of local subscription for all classes of members shall be such as may be determined from time to time by the Branch at their AGM.

Article 6.  OFFICE-BEARERS AND CHARITY TRUSTEES

6.1    The Office-Bearers of the Branch, all of whom shall be members of the Branch who have attained the age of 18, shall consist of Chair, Honorary Secretary and Honorary Treasurer who shall all be elected at the Annual General Meeting of the Branch in accordance with the rules defined herein.

6.2    The Chair shall hold office for one year and on completion of that year of office shall be eligible for re-election but shall not hold this office for more than three consecutive years.

6.3    The Honorary Secretary and Honorary Treasurer shall each hold office for one year and on completion of that year of office shall be eligible for re-election but shall not hold those offices for more than five consecutive years.

6.4    The Committee of Management shall have power to appoint an Interim Chair, Vice-Chair, Honorary Secretary and/or Honorary Treasurer to fill vacancies in any elected posts occurring between AGMs but any Office-Bearer/officer so appointed shall serve only until the next AGM when he/she shall be eligible for election.

6.5    On completion of their term of office, or in the case of early resignation, an Office-Bearer shall not be eligible for re-election to the same office until a period of one year has elapsed but shall be eligible for immediate re-election to another office or to ordinary membership of the Committee.

6.6    The Branch may appoint an Honorary President for exceptional contribution to the Branch.

6.7    The Chair, Honorary Treasurer and Honorary Secretary together with two ordinary committee members shall be the Charity Trustees in terms of the Charities Act 2021.

Article 7.  COMMITTEE OF MANAGEMENT

1. Membership/Meetings

7.1.1    The affairs of the Branch shall be administered by a Committee of Management, (hereinafter called “the Committee”) composed of the Chair, Vice Chair, if one has been appointed, Honorary Secretary, Honorary Treasurer and up to five ordinary members.

7.1.2    The Chair, Honorary Secretary and Honorary Treasurer together with two ordinary committee members will be Charity Trustees in terms of the Charities Act 2021.

7.1.3    The Officer-Bearers and ordinary members of the Committee shall be elected annually at the AGM of the Branch.

Article 7.  COMMITTEE OF MANAGEMENT

1. Membership/Meetings Contd.

7.1.4    The Committee shall have the power to fill a vacancy among the ordinary members of Committee by co-option but any member so co-opted will serve only until the next following AGM when he/she may stand for election.

7.1.5    All members of the Committee must be Society members, be members of the Branch and be at least 18 years old.

2. Powers and Duties of Committee

7.2.1    A Quorum of the Committee shall be 5 members at least one of whom must be an Office-Bearer and three of whom must be Trustees.

7.2.2    The Committee shall have the power to constitute Sub-Committees on an ad hoc basis either from its own membership or by co-opting other Branch members and to entrust them with such duties as it considers necessary for the effective working of Branch affairs.  Such co-opted members shall not have voting powers.

7.2.3    Committee meetings, in person, via the internet or a combination of both, shall be held at regular intervals for the effective running of the Branch.

Article 8.  DUTIES OF OFFICE-BEARERS

8.1    Chair – The Chair is the executive officer of the Branch.  The Chair shall preside at Branch Meetings and at meetings of the Committee.  In the absence of the Chair from a meeting the Vice-Chair (if in post) shall take the Chair failing whom a Chair shall be appointed from amongst those present.  The Chair of any meeting, whether a Branch or Committee meeting, shall have a casting as well as a deliberative vote.

8.2    Honorary Secretary – The Honorary Secretary shall see that regular meetings are held and properly recorded and conduct the correspondence of the Branch.  Additionally, the Honorary Secretary shall:

a      prepare an annual report of the activities of the Branch during the preceding year;

b      ensure that a register of Society members of the Branch is maintained and communicated to the Society as required.

8.3    Honorary Treasurer – It shall be the duty of the Honorary Treasurer to receive, bank in the Branch accounts, and account for all monies collected by whatever agency from members of the Branch or from other sources.  Additionally, the Honorary Treasurer shall:

a    cause proper account books to be kept and ensure that the annual accounts of the Branch are properly examined or audited as required by law.

b    make the annual Branch accounts available for inspection at reasonable times and present the accounts for adoption by the Branch at the Annual General Meeting.

c    ensure that the reporting procedures of the Charities Commission are complied with in a timely manner.

Article 9.  ANNUAL GENERAL MEETINGS AND SPECIAL GENERAL MEETINGS

9.1    The Annual General Meeting of the members of the Branch shall be held within six months after the end of its financial year at such place and at such time and by whatever method (in person, via the internet or a combination of both), as determined by the Committee.

9.2    All such members shall be given 4 weeks written notice of a General Meeting.  Every notice shall contain a statement of the business to be discussed at the meeting.

9.3    Members under the age of 18 years may attend and, with the permission of the Chair, speak at a General Meeting but may not vote.

9.4    The order of business at an Annual General Meeting shall, as nearly as may be, be the following:

a   Minutes of the last Annual General Meeting and of Special General Meetings, if any, held in the course of the year

b   Honorary Secretary’s Report on the year’s working of the Branch

c   Honorary Treasurer’s Report and Accounts

d   Appointment of Auditor/Examiner for the incoming year

e   Motions already advised to the Honorary Secretary

f    Appointment of Office-Bearers and Committee

g   Any other competent business.

9.5    A Special General Meeting may be called at any time by the Chair or shall be called on a requisition signed by not less than 20% of the Branch members entitled to vote.

9.6    One-quarter of the members entitled to vote or twenty-five members of the Branch entitled to vote, whichever shall be lesser, shall constitute a quorum.

9.7    The Branch at its AGM may enact such rules as it may determine for the proper working of the Branch.

Article 10.  FINANCE

10.1  All monies raised by, or on behalf of, the Branch must be applied to further the objects of the Branch and for no other purpose; provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Branch and fees to professional and technical advisers; or the repayment to members of reasonable out-of-pocket expenses.

10.2  The only exception would be in the case of a profit-making function/activity for a specific charity that has similar objectives to those outlined in Article 4 Objectives.  This action must be approved by the Management Committee and clearly advertised as such.

Article 11.  SUSPENSION OR TERMINATION OF MEMBERSHIP

11.1  The Committee may suspend temporarily or terminate the membership of any person whose conduct is in their opinion prejudicial to the interests of the Branch.  Suspension or termination shall not alter other rights or status of the person concerned as a member of the Society.

Article 11.  SUSPENSION OR TERMINATION OF MEMBERSHIP Contd

11.2  Before suspending or terminating any person’s membership, the Committee shall notify in writing the person concerned stating the reasons for the proposed suspension or termination and giving that person the opportunity of replying and of appearing before the Committee, if the member so wishes, to seek revocation of the suspension or termination.

11.3  The person whose membership has been suspended or terminated shall have the right of appeal at a Branch General Meeting when a two-thirds majority of those present and entitled to vote shall be necessary to confirm the suspension or termination.

11.4  Where suspension or termination has occurred or, where appropriate, has been confirmed as in 3 above, the matter, with reasons, shall be notified to the Office Manager of the Society without delay under ‘Confidential – Addressee Only’ cover.

Article 12.  DISBANDMENT

12.1  If the committee of the Branch votes to disband, this decision must be ratified by the membership at an AGM.  Such a meeting requires 21 days notice.

12.2  Notice of intention to disband the Branch shall be given to the Office Manager of the Society at least two months before the date proposed for such disbandment.

12.3  The balance of the funds, after all liabilities have been met, may be transferred to the Society to be held in a suspense account, designated for future re-development should there be a demand to form a new Branch.  This option would be limited to 10 years, after which the funds would be utilised at the discretion of the Management Board.

12.4  Alternatively, the balance shall be transferred to a recognised charitable body or bodies having objects similar to those of the Branch (excluding geographical limitations) as the members in General Meeting, whom failing, the Committee, shall decide.

12.5  All property belonging to the Branch shall be treated in the same way as the balance of funds in Article 12.3 and Article 12.4.  Depending on the form of the property its value should be realised and added to the balance or it should be offered to an appropriate archive repository.

Article 13.  REPRESENTATION IN THE SOCIETY

13.1  The Committee of the Branch shall appoint a number of the members of the Branch to be delegates in accordance with Articles 6, 13 and 63 of the Society’s Articles of Association (2022).

13.2  The number of delegates to be appointed must be in accordance with the Articles of Association of the Society. 

13.3  A delegate may attend a General Meeting of the Society and vote on motions, or may appoint a proxy to attend and vote in his/her place.  

13.4  The Committee shall ensure that Branch members are advised on the delegates voting intentions, to allow Branch members to comment or put forward their views for discussion.

Article 14.  ALTERATION OF CONSTITUTION

14.1  The Constitution of the Branch shall only be altered by resolution passed by the Branch in General Meeting and only after receiving the vote of not less than two-thirds of the members present and entitled to vote.

Article 14.  ALTERATION OF CONSTITUTION Contd

14.2  Under the Licence Agreement, the Branch agrees to notify the Society in writing of any proposed changes to its Constitution, two months prior to any such change being submitted to a General Meeting for approval by members.

14.3  No alteration may be made to this Constitution which would result in a contravention of the Licence Agreement, unless approved by the Society through the re-negotiation of the Licence Agreement.

14.4  An updated version of the Constitution must be forwarded to the Charities Commission for their approval.

Article 15 .  GENERAL

The Branch shall be governed in accordance with English law, this Constitution and with the rules made by the Branch at its AGM.