“The Friends of Leith Hall”
The organisation shall be known as “The Friends of Leith Hall” (hereafter known as “the Friends” in the remainder of this document for ease of reference).
“Leith Hall” refers to the gardens, grounds, mansion house and out buildings given as a free and absolute gift for the benefit and enjoyment of the Nation to the National Trust for Scotland by the Honourable Louisa Henrietta Valdivia O’Neil Leith Hay of Rannes and Leith Hall and also the collection of memorabilia and archival documentation, gifted and bequeathed at various points by the Leith Hay family, and acquired by the National Trust for Scotland as part of the Leith Hay Collection since the property was gifted to the Nation.
2. Aims and Objectives
The aims and objectives of the “Friends” will include the following:
2.1 Promoting and improving the profile of Leith Hall in relation to publicising and highlighting its importance as a visitor attraction both to the UK and overseas markets, as well as the valuable contribution it makes locally as a community and educational resource.
2.2 Working with various other partner agencies to ensure the continued utilisation of Leith Hall as a local, national and international visitor attraction and educational resource both now and in the future.
2.3 Supporting the principles of the National Trust for Scotland with respect to access, education, enjoyment, conservation, and encouraging and supporting volunteering, social inclusion and encouraging interaction with both natural and built environment and items significant in terms of local and national heritage.
2.4 Fundraising through membership subscriptions, events and by any other appropriate means in order to support these objectives and activities.
2.5 Assisting in the recruitment of volunteers, and encouraging voluntary support both to assist the Property Manager with the everyday running of Leith Hall and working together to support special events and functions.
2.6 The Friends will represent the interests of the community to the National Trust for Scotland in its future planning.
2.7 The Committee of the Friends shall apply to become a Registered Scottish Charity at the earliest practical opportunity.
3. Membership and Subscriptions
3.1 Membership of “the Friends” shall be open to all and fully inclusive.
3.2 Categories of membership and associated levels of subscription will be determined by the Committee.
4. Financial Arrangements
4.1 The funds of the Friends will comprise of membership subscriptions, donations and any monies raised through activities undertaken for that purpose.
4.2 A bank account will be opened in the name of “The Friends of Leith Hall”, and there will be two signatories required from within the Office Bearers of the Committee.
4.3 Accounts will be kept by the Treasurer which show all income and expenditure. These accounts will be required to be reviewed and approved by an independent competent examiner (ICE)
4.4 The ICE will be appointed by the inaugural committee during the first year of operation and thereafter an auditor will be appointed at each Annual General Meeting.
4.5 The accounts will be presented to the membership as part of the annual report.
4.6 The accounting year end will be aligned to the calendar year ie 1 January to 31 December.
4.7 Funds raised will be used exclusively to carry out the Aims and Objectives as set out in point 2 of this document. These will also include operating costs of the Friends and promotional / networking events.
(1) The operations of the Friends shall be managed by a Committee, which :-
(a) shall comprise at any time of no fewer than 8 and no more than 12 members; and
(b) shall include the five Officers of the Friends, namely: a Chair; a Vice-Chair; a Secretary, a Treasurer and a communications officer; and
(c) shall accord the custodian or property manager of Leith Hall a place on the Committee with full voting rights.
(d) Other representatives of local groups may also be invited by the Committee as it deems appropriate, to meetings for the purpose of advising the Committee but will not have a vote.
(2) Officers and Committee members shall be elected annually by the membership of the Friends, provided that :-
(a) in the inaugural year of the Friends, the Committee shall comprise those persons nominated at the public meeting held on Saturday, 5th December 2009 at Rannes Hall, Kennethmont and the Officers shall be those elected by that inaugural Committee from among its members at its first meeting; and
(b) thereafter, election of the new Committee shall take place at an Annual General Meeting, and the past Committee shall retire, and the new Committee take office, upon the conclusion of that meeting; and
(c) all Officers and Committee members shall be eligible for re-election each year, excepting only that no person shall serve as Chair of the Committee for more than 3 (three) consecutive years; and
(d) any Office falling vacant during a term of office shall be filled, and any reduction in the number of Committee members below the minimum specified in 5(1)(a) shall be made up, by co-option.
(3) The Committee shall meet as and when it shall deem it necessary, but in any case not fewer than three (3) times per year.
(4) At any meeting of the Committee, a quorum shall be not fewer than half of the current members of the Committee.
(5) The Committee may delegate any of its powers and responsibilities to sub-committees of its members, as it sees fit.
(6) The Committee may designate any additional roles which it deems, in the interests of the Friends, should be assigned to a specified person or persons, and may appoint persons to fulfil those roles as it sees fit.
(7) Members of the Friends of Leith Hall will be welcome to attend any and all committee meetings as they so desire.
(8) Minutes of the meeting will be available via the internet and the committee will agree the best / most cost effective way to make the information available to all.
6. General meetings
(1) There shall be an Annual General Meeting (AGM) of the membership of the Friends, which shall take place in the spring of each year, on a date determined by the Committee, and which shall include the formal business of the Friends, namely :-
(a) receiving the Annual Report of the Committee, including the financial accounts for the preceding calendar year, written copies of which shall also be circulated to the membership by appropriate means; and
(b) appointing or re-appointing the auditor of the accounts; and
(c) approving any proposed changes to membership subscriptions; and
(d) approving any proposed changes to this Constitution; and
(e) electing a new Committee and Officers to serve until the next Annual General Meeting.
(2) The members of the Friends shall be notified of the date of the Annual General Meeting not less than 28 days before it is to take place.
(3) A quorum at an AGM shall be not fewer than 10% of the current membership of the Friends, or 8 persons, whichever is the greater. In the event that no quorum is present at an AGM, no business shall be done, and the meeting shall be reconvened on a date not less than fourteen (14) and not more than twenty-one (21) days later, with not less than ten (10) days’ notice given to the membership; and at such a reconvened AGM the formal business may be carried in the absence of a quorum.
(4) The Committee shall call a General Meeting of the membership at any other time that it deems it appropriate to do so, by giving not less than 14 days’ notice, and the agenda for such a meeting shall be circulated to the membership not less than four (4) days before the date of the meeting. A quorum at such a meeting shall be not fewer than 10% of the current membership of the Friends, or 15 persons, whichever is the lesser.
(5) An Extraordinary General Meeting (EGM) shall be called :-
(a) by the Committee, or
(b) upon a written request to the Secretary, which shall state the purpose of the meeting, from no fewer than 10% of the current membership of the Friends, or 20 persons, whichever is greater.
Notice of an EGM, stating the purpose for which it is called, shall be given not more than seven (7) days after such a decision by the Committee, or after such a request has been received, and the EGM shall take place not less than seven (7) and not more than fourteen (14) days after such notice has been issued. An EGM shall conduct no other business than that stated as the purpose of the EGM. A quorum at an EGM shall be not fewer than 20% of the current membership of the Friends, or 15 persons, whichever is the lesser.
In the event that the Committee feel that consideration should be given to the decision to dissolve The Friends of Leith Hall, an Extraordinary General Meeting shall be called at which two resolutions shall be put to the membership, namely :-
(1) that the Friends of Leith Hall be dissolved immediately upon the close of the meeting; and
(2) if the resolution for dissolution be carried, that any funds of the Friends remaining after outstanding liabilities have been met be disbursed to such appropriate local cause or causes as the meeting shall decide subject to the appropriate legislation being followed should the friends have become a registered charity at that point.