CCM Constitution

 A Museum for the People of the North Berwick Coastal Ward.
The following Constitution was formally adopted on 11 July 2012 and amended thereafter on 28 November 2012, specifically for re-submission to the Office of the Scottish Charities Regulator (OSCR). 

1.  Type of Organisation 
The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO).

2.  Scottish Principal Office
The principal office of the Organisation will be in Scotland.

3.  Name
The name of the organisation is 'Coastal Communities Museum' - referred to as CCM throughout this document.

4.  Purposes & Objectives

General Interpretation  
4.1  The following purposes and objectives shall be interpreted as if they incorporated an over-riding qualification limiting the powers of CCM, such that any activity which would otherwise be permitted by the terms of this clause may be carried on only if that activity furthers a purpose which is regarded as charitable; the expression "charitable" shall mean a charitable purpose under Section 7 of the Charities and Trustee Investment (Scotland) Act 2005 (including any statutory amendment or reenactment for the time being in force), which is also regarded as a charitable purpose in relation to the application of the Taxes Act.

Objectives
4.2  Subject to the over-riding qualification contained in Clause 4.1 above, CCM's purposes and objectives are for the benefit of the public in Scotland and elsewhere to advance education and the arts, heritage, culture and science through:
a)  The collection, recording and preservation of the history of the coastal communities of the North Berwick Coastal Ward;
b)  The provision of an environment and activities that enable individuals and groups to learn about the culture and heritage of the coastal communities of East Lothian; and
c)  Any other purpose that may be regarded as a reasonably analogous to any of the preceding purpose.

Powers
4.3  In pursuance of the charitable objects, CCM shall have the following powers:
a)  to provide museum displays, exhibitions, talks, publications and other activities as necessary;
b)  to research, collect, preserve and maintain artefacts and information;
c)  to advertise, publicise and undertake any other activities, including trading activities, ancillary to and in furtherance of the charitable objects;
d)  to contract, purchase, take on lease, hire or otherwise acquire any property or rights of CCM;
e)  to improve, manage, develop, or otherwise deal with all or any part of the property and rights of CCM;
f)  to sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of CCM, always provided that no part of the income or property of CCM may be paid or transferred (directly or indirectly) to members - either in the course of CCM's existence or on dissolution - except where this is done in direct furtherance of CCM's charitable purposes;
g)  to borrow money, and to give security in support of any such borrowings by CCM;
h)  to employ such staff as are considered appropriate for the proper conduct of CCM's activities, and to make reasonable provision for the payment of pension and/or other benefits for members of staff, ex-members of staff and their dependents;
i)  to recruit such volunteers as are considered appropriate for the proper conduct of CCM's activities;
j)  to engage such consultants and advisers as are considered appropriate from time to time;
k)  to effect insurance of all kinds, as necessary;
l)  to invest any funds which are not immediately required for the CCM's activities in such investments as may be considered appropriate (and to dispose of, any vary, such investments);
m)  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 CCM's objects:
n)  to establish and/or support any other charitable body, and to make donations for any charitable purpose falling within CCM's objects;
o)  to form any company (whether charitable or otherwise) with similar objects to those of CCM, and, if considered appropriate, to translate to any such company (where appropriate, without any payment being required from the company) the whole or any part of the CCM's assets and undertakings;
p)  to take such steps as may be deemed appropriate for the purpose or raising funds for CCM's activities;
q)  to accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them); and
r)  to do anything which may be incidental or conducive to the furtherance of any of CCM's objects.

5.  General Structure

5.1  The structure of CCM shall consist of:
a)  the Members, who have the right to attend members' meetings (including any Annual General Meeting or AGM) and, in particular, to appoint people to serve on the Board and to take decisions on changes to the Constitution itself; and
b)  the Board, the members of which have general control and management of CCM, its assets and undertakings, and are deemed to be the charity trustees of CCM in accordance with charity legislation.

Membership 
5.2  Membership shall be open to anyone over 18 years of age interested in supporting the objectives of CCM and who pays the appropriate membership fee as determined under clause 5.8 below.

Application for Membership
5.3  Any person who wishes to become a member must make and sign a written application for membership.
5.4  A candidate for membership shall not become a member until the first subscription has been paid.
5.5  The Board may, at its discretion, refuse to admit any person or membership.
5.6  The Board must notify each applicant promptly (in writing or by e-mail) of its decision on whether or not to admit him/her to membership.
5.7  Membership of CCM shall not be transferable.

Membership Year and Subscriptions
5.8  The membership year shall be the same as the tax accounting year as determined at an AGM.
5.9  Subscriptions and categories of membership shall be as determined at the AGM.
5.10  New members joining on or after 6 months from the start of the membership year shall pay one half of the agreed subscription for that year.
5.11  Subscriptions shall be payable within one month of application for membership and thereafter within four months of the AGM.
5.12  Members in arrears, upon being given notice, shall cease to be members of CCM.  The Board shall, however, have the power to re-instate such members upon being given an explanation satisfactory to the Board and upon payment of all subscriptions in arrears.

Register of Members
5.13  The Board shall keep a register of members, setting out:
a)  for each current member his/her full name and address and the date on which he/she was registered as a member of CCM; and
b)  for each former member - for at least six years from the date on he/she ceased to be a member his/her name; and the date on which he/she ceased to be a member.

5.14  The Board must ensure that the register of members is updated within 28 days of any change which arises from a resolution of the Board or a resolution passed by the members of CCM or which is notified to CCM.

5.15  If a member or charity trustee of CCM requests a copy of the register of members, the Board must ensure a copy is supplied to him/her within 28 days, providing the request is reasonable.  If the request is made by a member (rather than a charity trustee), the Board may provide a copy which has the addresses blanked out.

Cessation of Membership
5.16  A member may resign at any time upon written notice to the Board.  The resignation shall take effect on the date that the notice is received by the Board.
5.17  members in subscription arrears, upon being given notice, shall cease to be members of CCM.
5.18  The Board shall, however, have the power to reinstate such members upon being given an explanation satisfactory to the Board and upon payment of all subscriptions in arrears.
5.19  If the conduct of any member shall, in the opinion of the Board, be injurious to the reputation of CCM, the Board may deal with the matter as they think fit.  If their action takes the form of expulsion, the member so expelled shall cease to be a member of CCM forthwith.   Any member so expelled shall have the right to appeal to a General Meeting which shall be called by the Secretary to the Board on receipt, in writing, of such a request.  A two thirds majority of the members present and voting at such a meeting is required to confirm the action of the Board.
5.20  Subscriptions already paid will not be refundable on the cessation of any membership.

Re-registration of Members
5.21  The Board may, at any time, issue notices to the members requiring them to confirm that they wish to remain as members of CCM, and allowing them a period of 28 days (running from the date of issue of the notice) to provide that confirmation to the Board.
5.22  If a member fails to provide confirmation to the Board (in writing or by email) that he/she wishes to remain as a member of CCM before the expiration of the 28 day period referred to clause 14.1, the Board may expel him/her from membership.
5.23  A notice under clause 6.1 will not be valid unless it refers specifically to the consequence (under clause 6.2) of failing to provide confirmation within the 28 day period.
5.24  The categories of membership shall be agreed, and may be amended from time to time, by resolution of an AGM.

Board
5.25  Members of the Board shall be the charity trustees of CCM in accordance with the charities legislation.
5.26  The initial charity trustees will be those individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of CCM; they shall be deemed to have been appointed by the members as charity trustees with effect from the date of incorporation of CCM.
5.27  A registered member of CCM will be eligible for election or appointment to the Board unless he/she is:
a)  disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
b)  an employee of CCM.
5.28  The Board shall have a minimum of eight (8) and a maximum of fourteen (14) members comprising:
a)  up to nine (9) members, who include four (4) office bearers (Chair, Vice Chair, Secretary to the Board and Treasurer) and up to five (5) other members, all of whom shall be elected by the CCm's membership:
b)  up to three (3) representative members appointed by East Lothian Council; and
c)  two (2) representative members, being one (1) appointed by each of the two (2) Community Councils in the North Berwick Coastal Ward.
5.29  The Board Members elected by the registered membership at an AGM or Special General Meeting (SGM) will serve for a period of three (3) years in the first instance. They may stand for re-election for another period of three (3) years after which they shall not be eligible for re-election for a period of 3 years.
5.30  The representative members of East Lothian Council and the Community Councils shall be appointed as determined under their own constitutions or operating arrangements.
5.31  The Board may co-opt additional members for such specific remits and time scales of appointment as they determine from time to time.

Honorary President and Patrons 
5.32  The Board, with the consent of members, may invite any person or persons, whose patronage would benefit CCM, to become their Honorary President or a Patron.
5.33  Any person who accepts the position of Honorary President or Patron may hold that position for a period of time determined by the Board or until he/she relinquishes it by written notice before the agreed date.
5.34  The Honorary President or a Patron will not be a member of CCM, nor a trustee. However, CCM will have the right to announce that it is under patronage in any correspondence or other publicity or publications.

6  Meetings

Members Meetings 
6.1  At least 14 clear day's notice must be given of any AGM or any SGM.  The notice calling a members' meeting must specify in general terms what business is to be dealt with at the meeting; and in the case of a resolution that requires determination by two-thirds majority it must set out the exact terms of the proposed alteration(s).
6.2  The reference to "clear days" in clause 6.1 shall be taken to mean that, in calculating the period of notice, the day that the notices are posted (or sent by email) should be excluded, and the day of the meeting itself should also be excluded.
6.3  Notice of every members' meeting must be given to all the members of CCM, including all the charity trustees, but the accidental omission to give notice to one or more members will not invalidate the proceedings at the meeting.  Any notice which requires to be given to a member under this Constitution must be sent by post to the member, at the address last notified by him/her to CCM, or sent by email to the member, at the email address last notified by him/her to CCM.
6.4  No valid decision can be taken at any members' meeting unless a quorum of 10% of all registered members is present in person.  If a quorum is not present within 15 minutes after the time at which the meeting was due to start - or if a quorum ceases to be present during that meeting - the cannot proceed and shall be reconvened no later than 21 days from the date of the abandoned meeting.
6.5  The Chair of the Board, or his/her nominee, shall convene each meeting.  In the event of neither the Chair nor his/her nominee being present, the Chair for that meeting shall be nominated by those trustees present at that meeting.
6.6  Every member has one vote, which must be given personally. All decisions at members' meetings will be made by majority vote with the exception of any of the following resolutions, which will require a two-thirds majority of those present and voting:
a)  amending the Constitution and supporting standing orders, schemes of delegation and codes and standards of conduct;
b)  expelling a person from membership;
c)  a resolution directing the Board to take a particular step (or directing the Board not to take any particular step);
d)  a resolution approving the amalgamation of the CMM with another SCIO, or approving the Constitution of the new SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation);
e)  a resolution to the effect that all of CMM's property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all of its property, rights and liabilities); and
f)  a resolution for the winding up or dissolution of CCM.
6.7  If there are an equal number of votes for and against any resolution, the Chair of the meeting will be entitled to a second (casting ) vote.
6.8  A resolution put to the vote at a members' meeting will be decided on a show of hands  –  unless the Chair, or at least two other members present at the meeting, ask for a secret ballot.
6.9  The Chair will decide how any secret ballot is to be conducted and he/she will declare the result of the ballot at the meeting.

Annual General Meeting  (AGM)
6.10  An AGM shall be held each year at which the Annual Report and Accounts will be presented and the office bearers elected as necessary.
6.11 The AGM will take place no later than fifteen months after the previous meeting.

Special Meetings
6.12  The Board may call a Special Meeting at any time, giving at least 14 days' notice to members.
6.13  The Board must arrange a Special Members' Meeting not later than 28 days from receipt of a notice (which may take the form of two or more documents in the same terms, each signed by one or more members) by members who amount to 10% or more of the total membership of CCM at the time, providing:
a)  the notice states the purposes for which the meeting is to be held; and
b)  those purposes are not inconsistent with the terms of this Constitution, the Charities and Trustee Investment (Scotland) Act 2005, or any other statutory provision.

Board Meetings
6.14  No fewer than three (3) charity trustees may call a meeting of the Board or ask the Secretary of the Board to call a meeting of the Board.
6.15  At least seven (7) days' notice must be given of each Board meeting, unless (in the opinion of the persons calling the meeting) there is a degree of urgency which makes that inappropriate.

Procedure at Meetings
6.16  No valid decisions can be taken at a Board meeting unless a quorum is present; the quorum for Board Meetings is five (5) charity trustees, present in person.
6.17  If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 2.1, the remaining charity trustee(s) will have power to fill the vacancies or call a a members' meeting - but will not be able to take any other valid decisions.
6.18  The Chair of CCM should act as a chairperson of each Board Meeting.
6.19  If the Chair is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as chairperson), the charity trustees present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting.
6.20  Every charity trustee has one vote, which must be given personally.
6.21  Decisions at the Board Meeting will be made by majority vote.
6.22  If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to second (casting) vote.
6.23  The Board may at its discretion, allow any person to attend and speak at a Board Meeting notwithstanding that he/she is not a charity trustee - but on the basis that he/she must not participate in decision making.

Declarations of Interest
6.24 A charity trustee must not vote at a Board Meeting (or at a meeting of a sub-committee) on any resolution which relates to a matter in which he/she has a personal interest or duty which conflicts (or may conflict) with the interests of CCM; he/she must withdraw from the meeting while an item of that nature is being dealt with.
6.25 For the purposes of clause 6.24:-
a)  an interest held by an individual who is "connected" with the charity trustee under section 68(2) of the Charities and Trustee Investment (Scotland) Act 2005 (husband/wife, partner, child, parent, brother/sister etc.) shall be deemed to be held by that charity trustee; and
b)  a charity trustee will be deemed to have a personal interest in relation to a particular body in relation to which he/she is an employee, director, member of the management committee, officer or elected representative has an interest in that matter.
6.26  Provided he/she has declared his/her interest - and has not voted on the question of whether or not CCM should enter into the arrangement – a charity trustee will not be debarred from entering into an arrangement with CCM in which he/she has a personal interest; and (subject to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005, he/she may retain any personal benefit which arises from that arrangement.

Minutes of Members' and Board Meetings
6.27  The Board must ensure that proper minutes are kept in relation to all Board Meetings and meetings of sub-committees.
6.28  The minutes to be kept under clause 6.27 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
6.29  The Board shall (subject to clause 6.30) make available copies of the minutes referred to in clause 3.1 to any member of the public requesting them.
6.30  The Board may exclude from any copy minutes made available to a member of the public under clause 6.29, any material which the Board considers ought properly to be kept confidential - on the grounds that allowing access to such material could cause significant prejudice to the interests of CCM or on the basis that the material contains reference to employee or other matters which it would be in appropriate to divulge.

7.  Operational Governance

Powers of the Board
7.1  Except where this Constitution states otherwise, CCM (and its assets and operations) will be managed by the Board, and the Board may exercise all the powers of CCM.
7.2  A meeting of the Board at which a quorum is present may exercise all powers exercisable by the Board.
7.3  The members may, by way of resolution passed in compliance with clause 6.6 (requirement for two-thirds majority), direct the Board to take any particular step or direct the Board not to take any particular step; and the Board shall give effect to any such direction accordingly.
7.4  Subject always to the terms of this Constitution and the underlying principles of the law and natural justice, the Board shall determine and keep under review all registers, standing orders, schemes of delegation, codes of conduct, accounting records and annual accounts that may be required from time to time for the efficient and effective operation and management of CCM, its members, the Board its employees and all heritable and movable properties and assets.

8.  Winding-up

8.1  The winding-up or dissolution process will be carried out in accordance with the procedures set out under the Charities and Trustees Investment (Scotland) Act 2005.
8.2  Any surplus assets available to CCM immediately preceding its winding-up or dissolution must be used for the purposes which are the same as - or which closely resemble - the purposes of CCM as set in this Constitution.

9.  Alterations to the Constitution

9.1  This Constitution may (subject to clause 9.2) be altered by resolution of the members passed at a members' meeting (subject to achieving the two-thirds majority referred to in clause 6.6) or by way of a written resolution of the members.
9.2  No resolution which requires the consent of OSCR in terms of the Charities and Trustee Investment (Scotland) Act 2005 (e.g. change of name, an alteration to the purposes, amalgamation, winding-up) shall take effect until such consent is secured.

10.  Interpretations

10.1  References in this Constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include any statutory provision or instrument which adds to, modifies or replaces that Act.
10.2  In this Constitution:
a)  "charity" means 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 1 of The Charities Act 2006, providing (in either case) that its objects are limited to charitable purposes; and
b)  "charitable purposes" means a charitable purpose under section 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.