Constitution

Transition Edinburgh South: Constitution
(amended at AGM on 9 September 2013)

1.  NAME
The Group will be known as ‘Transition Edinburgh South’ (hereinafter called TES). It is a company limited by guarantee with charitable objectives.

2.  OBJECTIVES
The Objectives of TES are:
a.  To raise public awareness in South Edinburgh of the challenges posed by Peak Oil, Climate Change and other related socio-environmental issues.
b.  To increase understanding of the underlying causes of these challenges through advice and education and to empower all individuals towards meaningful, lasting, self-determined and realised action.
c.  To support action that improves the natural environment.
d.  To serve as a focal point of inclusive networking drawing together community groups, organisations, and individuals for creative collaboration.
e.  To support and work with other community organisations and initiatives with similar aims.
And to do so in a manner which:
  Respects the values and principles of co-operation and co-operative activity, in particular the values of self-help, self-responsibility, democracy, equality and
solidarity and the ethical values of honesty, openness, social responsibility and
caring for others; and
  Respects the principles of equality of opportunity and avoids any form of discrimination.

3.  POWERS
To further the above Objectives, TES may:
a.  Carry out appropriate legal activities, projects and ventures, which assist the attainment of the above Objectives.
b.  Hold a bank account.
c  Take out relevant insurance.
d.  Raise funds from donations and grants and accept gifts on such terms and on such security as shall be deemed to be appropriate including charging a membership fee.
e.  Employ such staff as are considered appropriate for the proper conduct of TES’s activities.
f.  Engage and pay fees to professional and technical advisers/consultants and training providers as thought to be fit.
g.  Take out membership of such organisations as are considered to be in the interests of and compatible with the objects of the group.
h.  Enter into contracts or other arrangements with any local authority, education establishment, central government or other body in relation to the provision of services or facilities which advance the objectives of the group. Purchase, take on lease, or exchange, hire or otherwise acquire property, and any rights and privileges considered appropriate for the promotion of the objects of TES and construct, maintain and alter buildings considered appropriate for the work of the group.
i.  Sell, let, hire, or otherwise dispose of, all or any part of the property and rights of TES.
j.  Form any company to carry on activities which are connected, directly or indirectly, with any of the objects of TES, hold shares in any such enterprise, and carry out in relation to any such company any of the functions associated with a holding company.

4.  MEMBERSHIP
a.  Membership will be open to individuals, businesses and organisations who uphold the aims and objectives of the Group.
b.  Businesses and organisations are entitled to one vote, as are all individuals.
c.  Membership will be renewed in March prior to the Membership Year which runs from 1st April to 31st March of the following year. Membership fees will be set at the AGM preceding the start of the Membership Year concerned.
d.  Members will normally reside and/or work in south Edinburgh.
e.  Members whose activities are considered to be inconsistent with the TES Objectives have the right to be heard by the management committee and may have their membership cancelled by agreement at an Extraordinary General Meeting or an Annual General Meeting (AGM).
f.  Any person who wishes to become a member must sign and lodge with TES a written application for membership.
g.  The Secretary shall maintain a register of members, setting out the full name and address of each member, the date on which s/he was admitted to membership and the date of which any person ceased to be a member.
h.  TES welcomes individuals, businesses or organisations who support the objects and activities of TES to become “friends of TES”. Friends will not be afforded voting rights, but will be able to participate in all TES activities.

5.  GENERAL MEETINGS
a.  An Annual General Meeting (AGM) will be held in every calendar year within 15 months of the previous AGM to receive an annual report by the chairperson, to consider the annual accounts and to elect/re-elect members of the management committee as referred to in clause 6.
b.  An Extraordinary General Meeting may be called at any time by the Management Committee or at the request of 10 members of TES. The notice must indicate the general nature of the business and in the case of a resolution to change the constitution must set out the terms of the proposed alteration.
c.  The quorum for General Meetings shall be a minimum of 8 members. Any member participating in a general meeting by video conferencing equipment shall be deemed to be present at the meeting, as defined in the Electronic Communication Act 2000. Meetings that are not quorate may still discuss TES activities, but any action items will be postponed to a later meeting.
d.  At least 14 days notice of General Meetings must be given to all members in writing (which is deemed to include electronic communications).
e.  If there are an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.

6.  MANAGEMENT COMMITTEE
a.  A Management Committee will be established to provide the structure required of a company limited by guarantee. Membership of the committee will include the Chair, Vice Chair, Secretary, Vice Secretary and Treasurer and up to 3 more members (subject to demand).
b.  The Chair/Vice Chair will normally facilitate the General Meetings and Management Committee meetings.
c.  The Secretary/Vice Secretary will keep and maintain a membership list, circulate information within TES, keep and maintain records of constitutional amendments, and keep and maintain minutes at the General Meetings and Management Committee meetings.
d.  The Treasurer will manage the financial affairs of TES and keep and maintain proper accounts of monies received and paid out by TES. The Treasurer will be responsible for producing a financial report for distribution and approval at the AGM.
e.  The Management Committee will be elected from the membership by TES members at the AGM.
f.  Members of the Committee will hold office until the conclusion of the following AGM, and are eligible for re-election.
g.  In the event of the vacancy arising through resignation, removal, prolonged absenteeism, illness, or death, the Management Committee may co-opt a person to fill the vacancy in the Management Committee until the following AGM.
h.  No employee of TES may sit on the Management Committee.
i.  A member of the Management Committee who has a personal interest in any transaction or other arrangement that TES is proposing to enter into, must declare that interest at a meeting of the Group and may not vote in that respect.
j.  A subcommittee may be created in order to further the group’s objects. The subcommittee must report directly to the Management Committee.
k. The Management Committee quorum will be a majority of its members, otherwise no executive decisions can be made.

7.  FINANCE AND ACCOUNTING RECORDS
a.  A bank account will be opened in the name of TES with such banks or building societies as the Management Committee deems consistent with the Objectives of TES.  The signatures of two of the four authorised signatories shall be required for its operation.
b.  A person who is not a member of the Management Committee will be appointed at the AGM to examine the TES accounts.
c.  The accounts will be presented at the AGM for review and approval by the TES membership.

8.  AMENDMENTS TO THE CONSTITUTION
a.  The Constitution may be altered by a resolution passed by not less than two thirds of those members present and voting at a General Meeting. The proposed alterations have to be given to members, not less than 21days before the meeting is due to take place.
b.  All adopted amendments will normally become effective immediately unless otherwise specified.
c.  Written notice of the adopted amendment will be provided to all TES members, and copies of the resolution to amend the constitution will be kept as a permanent record.

9.  DISSOLUTION
a.  If TES determines that, for any reason, it is appropriate for TES to be dissolved, it shall convene a General Meeting giving at least 21 days notice and stating the terms of the proposed resolution.
b.  If the proposal to dissolve TES is confirmed by a two-thirds majority of those present and voting, TES shall have the power to dispose of any assets remaining after satisfaction of debts, to such other institution with charitable objectives as identified by those present and voting.