THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES of ASSOCIATION

of 

WALKERBURN COMMUNITY DEVELOPMENT TRUST

General structure

1.         The structure of the company consists of:-

(a)        the MEMBERS - who have the right to attend the annual general meeting (and any extraordinary general meeting) and have important powers under the articles of association and the Companies Acts; in particular, the members elect people to serve as directors and take decisions in relation to changes to the articles themselves

(b)        the DIRECTORS - who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of the company; in particular, the directors are responsible for monitoring the financial position of the company

Qualifications for membership

2.         The members of the company shall consist of the subscribers to the memorandum of association and such other persons as are admitted to membership under articles 3 to 9.

3.         Membership shall be open to any individual aged 18 or over who are ordinarily resident in the Community (as defined in the memorandum of association); and are entitled to vote at a local government election in a polling district that includes the Community or part of it; and who supports the Objects

Conditions of Membership

4.         The minimum number of members shall be no fewer than 20 at any time.  In the event that the number of members falls below 20 the Board may not conduct any business other than to ensure the admission of sufficient Members to achieve the minimum number.

5.         Employees of the company shall not be eligible for membership; a person who becomes an employee of the company after admission to membership shall automatically cease to be a member.

Application for membership

6.         Any person who wishes to become a member must sign, and lodge with the company, a written application for membership; the application must be accompanied by a remittance to meet the annual membership subscription.

7.         The directors cannot deny membership or cause membership to cease without good cause and explanation.  Membership may not be restricted or withheld and members may not be expelled on the basis of gender, age (subject to article 3), ethnic background, disability, caring responsibilities, sexual orientation religious belief or marital status.

8.         The directors shall consider each application for membership at the first directors’ meeting which is held after receipt of the application.

9.         The directors shall, within a reasonable time after a meeting of the directors at which an application for membership is considered, notify the applicant of their decision on the application; if the decision was to refuse admission, the directors shall return to the applicant the remittance lodged by him/her under article 6.
 

Membership subscription

10.       Members shall require to pay an annual membership subscription; unless and until otherwise determined by ordinary resolution, the amount of the annual membership subscription shall be £ 1 or such an amount determined by the membership of the Company by ordinary resolution.

11.       The annual membership subscriptions shall be payable on or before 1 April in each year.

12.       The members may vary the amount of the annual membership subscription and/or the date on which it falls due in each year, by way of an ordinary resolution to that effect passed at an annual general meeting.

13.       If the membership subscription payable by any member remains outstanding more than four weeks after the date on which it fell due (and providing he/she has been given at least one written reminder) the directors may, by resolution to that effect, expel him/her from membership.

14.       A person who ceases (for whatever reason) to be a member shall not be entitled to any refund of the membership subscription.

Register of members

15.       The directors shall maintain a register of members, setting out the full name and address of each member, the date on which he/she was admitted to membership, and the date on which any person ceased to be a member.

Withdrawal from membership

16.       Any person who wishes to withdraw from membership shall sign, and lodge with the company, a written notice to that effect; on receipt of the notice by the company, he/she shall cease to be a member.

Expulsion from membership

17.       Any person may be expelled from membership by special resolution (see article 25), providing the following procedures have been observed:-

(a)        at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion

(b)        the member concerned shall be entitled to be heard on the resolution at the general meeting at which the resolution is proposed.
 

Termination/transfer

18.       Membership shall cease on death.

19.       A member may not transfer his/her membership to any other person.

General meetings (meetings of members)

20.       The directors shall convene an annual general meeting in each year (but excluding the year in which the company is formed); the first annual general meeting shall be held not later than 18 months after the date of incorporation of the company.

21.       Not more than 15 months shall elapse between one annual general meeting and the next.

22.       The business of each annual general meeting shall include:-

(a)        a report by the chair on the activities of the company

(b)        consideration of the annual accounts of the company

(c)        the election/re-election of directors, as referred to in articles 50 to 55.

23.       The directors may convene an extraordinary general meeting at any time.

24.       The directors must convene an extraordinary general meeting if there is a valid requisition by members (under section 368 of the Act) or a requisition by a resigning auditor (under section 392A of the Act)

Notice of general meetings

25.       At least 21 clear days’ notice must be given of (a) an annual general meeting or (b) an extraordinary general meeting at which a special resolution (see article 30) or a resolution requiring special notice under the Act, is to be proposed; all other extraordinary general meetings shall be called by at least 14 clear days’ notice.

26.       The reference to “clear days” in article 24 shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, and also the day of the meeting, should be excluded. 

27.       A notice calling a meeting shall specify the time and place of the meeting; it shall (a) indicate the general nature of the business to be dealt with at the meeting and (b) if a special resolution (see article 30) (or a resolution requiring special notice under the Act) is to be proposed, shall also state that fact, giving the exact terms of the resolution. 

28.       A notice convening an annual general meeting shall specify that the meeting is to be an annual general meeting; any other general meeting shall be called an extraordinary general meeting. 

29.       Notice of every general meeting shall be given (either in writing or, where the individual to whom notice is given has notified the company of an address to be used for the purpose of electronic communication, by way of electronic communications) to all the members and directors and (if auditors are in office at the time) to the auditors. 

Special resolutions and ordinary resolutions 

30.       For the purposes of these articles, a “special resolution” means a resolution passed by 75% or more of the votes cast on the resolution at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting and of the intention to propose the resolution has been given in accordance with articles 24 to 28; for the avoidance of doubt, the reference to a 75% majority relates only to the number of votes cast in favour of the resolution as compared with the number of votes cast against the resolution, and accordingly no account shall be taken of abstentions or members absent from the meeting. 

31.       In addition to the matters expressly referred to elsewhere in these articles, the provisions of the Act allow the company, by special resolution, 

            (a)        to alter its name 

            (b)        to alter its memorandum of association with respect to the company’s objects subject to clause 95.2 

            (c)        to alter any provision of these articles or adopt new articles of association subject to clause 95.2. 

32.       For the purposes of these articles, an “ordinary resolution” means a resolution passed by majority vote (taking account only of those votes cast in favour as compared with those votes against, and (as applicable) the chairperson’s casting vote), at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting has been given in accordance with articles 25 to 29.

 Procedure at general meetings

33.       No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be 50% of all persons entitled to vote, each being a member or a proxy for a member.

34.       If a quorum is not present within 15 minutes after the time at which a general meeting was due to commence - or if, during a meeting, a quorum ceases to be present - the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.

35.       The chair of the company shall (if present and willing to act as chairperson) preside as chairperson of each general meeting; if the chair is not present and willing to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the directors present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting.  The person elected must themselves be a member of the company.

36        The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.

37.       Every member shall have one vote, which (whether on a show of hands or on a secret ballot) may be given either personally or by proxy.

38.       A member who wishes to appoint a proxy to vote on his/her behalf at any meeting  

                (a) shall lodge with the company, at the company’s registered office, not less than 48 hours before the time for holding the meeting, a written instrument of proxy (in such form as the directors require), signed by him/her; or             

                (b) shall send to the company at such address as may have been notified to the members by the company for that purpose, an electronic communication containing the appointment of a proxy, providing such electronic communication is received by the company at such address not less than 48 hours before the time for holding the meeting. 

39.       An instrument of proxy, or electronic communication containing the appointment of a proxy, which does not conform with the provisions of article 38, or which is not lodged or sent in accordance with such provisions, shall be invalid; a member shall not be entitled to appoint more than one proxy to attend the same meeting.

40.       A proxy need not be a member of the company.

41.       A proxy appointed to attend and vote at any meeting instead of a member shall have the same right as the member who appointed him/her to speak at the meeting.

42.       If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.

43.       A resolution put to the vote at a general meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two persons present at the meeting and entitled to vote, whether as members or as proxies for members); a secret ballot may be demanded either before the show of hands takes place, or immediately after the result of the show of hands is declared.

 44.      If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.
 

Categories of director

45.       For the purposes of these articles 

            “Member Director” means a director (drawn from the membership of the company) appointed under articles 50 to 55 

            “Co-opted Director” means a (non-member) director appointed or re-appointed by the directors under articles 56 and 57.

Maximum/minimum number of directors

46.       The maximum number of directors shall be 13; out of that number, no more than 8 shall be Member Directors and no more than 5 shall be Co-opted Directors.

47.       The minimum number of directors shall be 5.

Eligibility

48.       A person shall not be eligible for election/appointment as a Member Director unless he/she is a member of the company; a person appointed as a Co-opted Director need not, however, be a member of the company. 

49.       A person shall not be eligible for election/appointment as a director if he/she is an employee of the company.

 Election, retiral, re-election: Member Directors

50.       At each annual general meeting, the members may (subject to article 46) elect any member (providing he/she is willing to act) to be a director (a “Member Director”)

51.       The directors may (subject to article 46) at any time appoint any member (providing he/she is willing to act) to be a director (a “Member Director”).

52.       At the first annual general meeting, one third (to the nearest round number) of the Member Directors shall retire from office; the question of which of them is to retire shall be determined by some random method.” 

53.       At each annual general meeting (other than the first) 

(a)        any Member Director appointed under article 50 during the period since the preceding annual general meeting shall retire from office 

(b)        out of the remaining Member Directors, one third (to the nearest round number)  shall retire from office. 

54.       The directors to retire under paragraph (b) of article 53 shall be those who have been longest in office since they were last elected or re-elected; as between persons who were last elected/re-elected on the same date, the question of which of them is to retire shall be determined by some random method. 

55.       A director who retires from office under article 52 or 53 shall be eligible for re-election.

Appointment/re-appointment: Co-opted Directors  

56.        In addition to their powers under article 51, the directors may (subject to article 46) at any time appoint any non-member of the company (providing he/she is willing to act) to be a director (a “Co-opted Director”) either on the basis that he/she has been nominated by a body with which the company has close contact in the course of its activities or on the basis that he/she has specialist experience and/or skills which could be of assistance to the directors. 

57.       At each annual general meeting, all of the Co-opted Directors shall retire from office – but shall then be eligible for re-appointment under article 56.

Termination of office

58.       A director shall automatically vacate office if:-

(a)        he/she ceases to be a director through the operation of any provision of the Act or becomes prohibited by law from being a director

(b)        he/she becomes debarred under any statutory provision from being involved in the administration or management of a charity

(c)        he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months

(d)       (in the case of a Member Director) he/she ceases to be a member of the company

(e)        he/she becomes an employee of the company

(f)        he/she resigns office by notice to the company

(g)        he/she is absent (without permission of the directors) from more than three consecutive meetings of the directors, and the directors resolve to remove him/her from office; or

(h)        he/she is removed from office by ordinary resolution (special notice having been given) in pursuance of section 303 of the Act.

Register of directors

59.       The directors shall maintain a register of directors, setting out full details of each director, including the date on which he/she became a director, and also specifying the date on which any person ceased to hold office as a director.

Office bearers

60.       The directors shall elect from among themselves a chair and a treasurer, and such other office bearers (if any) as they consider appropriate.  Only a member of the company can be elected as chair.

61.       All of the office bearers shall cease to hold office at the conclusion of each annual general meeting, but shall then be eligible for re-election.

62.       A person elected to any office shall cease to hold that office if he/she ceases to be a director, or if he/she resigns from that office by written notice to that effect.

Powers of directors

63.       Subject to the provisions of the Act, the memorandum of association and these articles, and subject to any directions given by special resolution, the company and its assets and undertaking shall be managed by the directors, who may exercise all the powers of the company.

64.       A meeting of the directors at which a quorum is present may exercise all powers exercisable by the directors.

Personal interests

65.       A director who has a personal interest in any transaction or other arrangement which the company is proposing to enter into, must declare that interest at a meeting of the directors; he/she will be debarred (in terms of article 76) from voting on the question of whether or not the company should enter into that arrangement.

66.       For the purposes of the preceding article, a director shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director (or any other party who/which is deemed to be connected with him/her for the purposes of section 317 of the Act), has a personal interest in that arrangement.

67.       Provided he/she has declared his/her interest - and has not voted on the question of whether or not the company should enter into the relevant arrangement - a director will not be debarred from entering into an arrangement with the company in which he/she has a personal interest (or is deemed to have a personal interest under article 66) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.

68.       No director may serve as an employee (full time or part time) of the company, and no director may be given any remuneration by the company for carrying out his/her duties as a director.

69.       The directors may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the directors, general meetings, or meetings of committees, or otherwise in connection with the carrying-out of their duties.

Procedure at directors’ meetings

70.       Any director may call a meeting of the directors or request the secretary to call a meeting of the directors.

71.       Questions arising at a meeting of the directors shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote.

72.       No business shall be dealt with at a meeting of the directors unless a quorum is present; the quorum for meetings of the directors shall be 50%, the majority of whom must be member directors.

73.       If at any time the number of directors in office falls below the number fixed as the quorum, the remaining director(s) may act only for the purpose of filling vacancies or of calling a general meeting.

74.       Unless he/she is unwilling to do so, the chair of the company shall preside as chairperson at every directors’ meeting at which he/she is present; if the chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the directors present shall elect from among the member directors present the person who will act as chairperson of the meeting.

75.       The directors may, at their discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the directors; for the avoidance of doubt, any such person who is invited to attend a directors’ meeting shall not be entitled to vote.

76.       A director shall not vote at a directors’ meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of the company; he/she must withdraw from the meeting while an item of that nature is being dealt with.

77.       For the purposes of article 76, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that matter.

78.       A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he/she is not entitled to vote.

79.       The company may, by ordinary resolution, suspend or relax to any extent – either generally or in relation to any particular matter – the provisions of articles 76 to 78.

Delegation to sub-committees

80.       The directors may delegate any of their powers to any sub-committee consisting of one or more directors and such other persons (if any) as the directors may determine; they may also delegate to the chair of the company (or the holder of any other post) such of their powers as they may consider appropriate.

81.       Any delegation of powers under article 80 may be made subject to such conditions as the directors may impose and may be revoked or altered.

82.       The rules of procedure for any sub-committee shall be as prescribed by the directors.

Operation of bank accounts

83.       The signatures of two out of the signatories appointed by the directors shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by the company; at least one out of the two signatures must be the signature of a director.

Secretary 

84.       The company secretary shall be appointed by the directors for such term, at such remuneration (if any), and upon such conditions, as they may think fit; the company secretary may be removed by them at any time.

Minutes

85.       The directors shall ensure that minutes are made of all proceedings at general meetings, directors’ meetings and meetings of committees; a minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.

Accounting records and annual accounts

86.       The directors shall ensure that proper accounting records are maintained in accordance with the requirements of the Act and other relevant regulations. 

87.       The accounts of the Company shall be audited regularly: either once in every year, or less frequently if a longer accounting period is provided for by the Act.  An auditor shall be appointed for this task by the Board on the direction of members in general meeting.

88.       At each AGM, the Board shall provide the members with a copy of the accounts for the period since the last preceding accounting reference date or (in the case of the first account, since the incorporation of the Company).  The accounts shall be accompanied by proper reports of the Board and the auditor.  Copies of such accounts shall, not less than 21 clear days before the date of the General Meeting at which they fall to be approved, be delivered or sent to all members, Directors, the Company secretary and the Auditor, or other wise be available for inspection on the website of the Company (with all members, Directors, the Company Secretary and the auditor being made aware that they are so available for inspection there).

Notices

89.       Any notice to be given in pursuance of these articles shall be in writing; the company may give any such notice to a member either personally or by sending it by post in a pre-paid envelope addressed to the member at his/her registered address or by leaving it at that address; alternatively, in the case of a member who has notified the company of an address to be used for the purpose of electronic communications, the company may give any notice to that member by way of an electronic communication. 

90.       Any notice, if sent by post, shall be deemed to have been given at the expiry of 24 hours after posting; for the purpose of proving that any notice was given, it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted. 

91.       Any notice contained in an electronic communication shall be deemed to have been given at the expiry of 24 hours after it is sent; for the purpose of proving that any electronic communication was sent, it shall be sufficient to provide any of the evidence referred to in the relevant guidance issued from time to time by the Chartered Institute of Secretaries and Administrators.  

Winding-up

92.       If the company is wound up, the liquidator shall give effect to the provisions of clause 7 of the memorandum of association.

Indemnity 

93.       Every director or other officer or auditor of the company shall be indemnified out of the assets of the company against any loss or liability which he/she may sustain or incur in connection with the execution of the duties of his/her office; that may include, without prejudice to that generality, any liability incurred by him/her in defending any proceedings (whether civil or criminal) in which judgement is given in his/her favour or in which he/she is acquitted or any liability in connection with an application in which relief is granted to him/her by the court from liability for negligence, default or breach of trust in relation to the affairs of the company. 

94.       The indemnity contained in article 93 shall be subject to the provisions of the Act and is without prejudice to any other indemnity to which a director may otherwise be entitled. 

Alteration to the Memorandum and Articles of Association 

95.       Any alteration to the Memorandum and /or these Articles may be made only upon the following conditions:           

95.1          upon the decision of not less than 75% of the Ordinary Members present and voting at a General Meeting called specifically (but not necessarily exclusively) for the purpose in terms of Article 30; and 

95.2          with the written consent of IR Charities (and its successors) in confirmation that such changes shall not adversely affect the Company’s recognition or registration as a Scottish charity. 

Interpretation 

96.       In these articles 

 “the Act” means the Companies Act 1985; any reference in these articles to a provision of the Act shall be taken to include any statutory modification or re-enactment of that provision which is in force at the time 

“electronic communication” has the same meaning as is assigned to that expression in the Electronic Communications Act 2000.

97.       Reference in these articles to the singular shall be deemed to include the plural.

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL 

MEMORANDUM of ASSOCIATION

of

WALKERBURN COMMUNITY DEVELOPMENT TRUST

1.         The company’s name is “WALKERBURN COMMUNITY DEVELOPMENT TRUST”.

2.         The company’s registered office is to be situated in Scotland.

3.         The company will benefit the community of Walkerburn comprising all of the postcode units in postcode area EH43. 

4.         The company’s objects are:

1. To manage community land and associated assets for the benefit of the   Community and the public in general as an important part of the protection and sustainable development of Scotland’s natural environment, where ‘sustainable development’ means development which meets the needs of the present without compromising the ability of future generations to meet their own needs.

2. To provide in the interests of social welfare, facilities within the Walkerburn community, for recreation and other leisure time occupation available to the public at large

3. To advance education and in particular to promote opportunities for learning for the benefit of the general public

4. To help young people, particularly those resident in the Walkerburn community, to develop their physical, mental and spiritual capacities, such that they may grow to full maturity as individuals and as members of society

5. To preserve, for the benefit of the general public, the historical, architectural and constructional heritage that may exist in and around the Walkerburn community in buildings (including any structure or erection, and any part of a building as so defined) of particular beauty or historical, architectural or constructional interest

6. To promote, establish, operate and/or support other schemes and projects of a charitable nature for the benefit of the community within Walkerburn

In pursuance of those aims (but not otherwise), the company shall have the following powers:-

(a)        To establish, maintain, develop and/or operate a centre or centres providing facilities for childcare, community learning, healthy living initiatives, educational and cultural activities, training activities, leisure pursuits and accommodation for community groups, and for public sector agencies which provide services of benefit to the community, and which may include refreshment facilities.

(b)        To advise in relation to, prepare, organise, conduct and/or support training courses, and educational and training events and activities of all kinds.

(c)        To design, prepare, publish and/or distribute information packs, leaflets, books, newsletters, magazines, posters and other publications, audio and video recordings, multimedia products and display materials, and to create and maintain a website or websites.

(d)       To promote, operate, coordinate, monitor and/or support other projects and programmes (which may include workspace projects) which further the aims of the company.

         (e)       To provide information, advisory, support and/or consultancy services which further the aims of the company.

(f)        To liaise with local authorities, central government authorities and agencies, local enterprise companies, charitable/community benefit bodies and others, all with a view to furthering the aims of the company.

(g)        To carry on any other activities which further any of the above objects.

(h)        To promote companies whose activities may further one or more of the above objects, or may generate income to support the activities of the company, acquire and hold shares in such companies and carry out, in relation to any such company which is a subsidiary of the company, all such functions as may be associated with a holding company.

(i)         To acquire and take over the whole or any part of the undertaking and liabilities of any body holding property or rights which are suitable for the company’s activities.

(j)         To purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for the company’s activities. 

(k)   To register an interest in land and to exercise the right to buy under the Land Reform (Scotland) Act 2003, including any statutory amendment or re-enactment thereof for the time being in force (“the land reform act”).

(l)         To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the company.

(m)       To sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of the company.

(n)        To lend money and give credit (with or without security) and to grant guarantees and issue indemnities.

(o)        To borrow money, and to give security in support of any such borrowings by the company, in support of any obligations undertaken by the company or in support of any guarantee issued by the company.

(p)        To employ such staff as are considered appropriate for the proper conduct of the company’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 dependants.

(q)        To engage such consultants and advisers as are considered appropriate from time to time.

(r)        To effect insurance of all kinds (which may include officers’ liability insurance).

(s)        To invest any funds which are not immediately required for the company’s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments).

(t)        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 the company’s objects.

(u)        To establish and/or support any other charitable body, and to make donations for any charitable purpose falling within the company’s objects.

(v)        To take such steps as may be deemed appropriate for the purpose of raising funds for the company’s activities.

(w)       To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).

(x)        To oppose, or object to, any application or proceedings which may prejudice the company’s interests.

(y)        To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the company, and to enter into any arrangement for co-operation or mutual assistance with any charitable body.

(z)        To do anything which may be incidental or conducive to the furtherance of any of the company’s objects.

            And it is declared that 

            (i)         in this clause, “property” means any property, heritable or moveable, wherever situated 

            (ii)        in this clause, and throughout this memorandum of association, the word “charitable” shall have the meaning ascribed to it for the purposes of section 505 of the Income and Corporation Taxes Act 1988, including any statutory amendment or re-enactment for the time being in force. 

5.         (a)        The income and property of the company shall be applied solely towards promoting the company’s objects (as set out in clause 4) and do not belong to the members.  Any surplus income or assets of the Company are to be applied for the benefit of the Community. 

            (b)        No part of the income or property of the company shall be paid or transferred (directly or indirectly) to the members of the company, whether by way of dividend, bonus or otherwise. 

            (c)        No director of the company shall be appointed as a paid employee of the company; no director shall hold any office under the company for which a salary or fee is payable. 

            (d)       No benefit (whether in money or in kind) shall be given by the company to any director except (i) repayment of out-of-pocket expenses or (ii) reasonable payment in return for particular services (not being of a management nature) actually rendered to the company. 

6.         The liability of the members is limited. 

7.         Every member of the company undertakes to contribute such amount as may be required (not exceeding £1) to the company’s assets if it should be wound up while he/she is a member or within one year after he/she ceases to be a member, for payment of the company’s debts and liabilities contracted before he/she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.           

8.          (a)       The winding-up of the Company may take place only on the decision of not less than 75% of its Members who are present and voting at a General Meeting called specifically (but not necessarily exclusively) for the purpose.

(b)               If on the winding up of the company any property remains after satisfaction of all the company’s debts and liabilities, such property (including any land acquired by it in terms of the Land Reform Act) shall be given or transferred to such other community body or bodies or crofting community body or bodies as may be:

-                      determined by not less than 75% of the Members of the Company who are present and voting at a General Meeting called specifically (but not necessarily exclusively) for the purpose; and

-                      approved thereafter by the Scottish Ministers;

under declaration that, if the Company is a charity at or before the time of its winding up, then the community body or bodies or crofting community body or bodies referred to above must also be a charity or charities. 

(c)   If no such community body or crofting community body is determined by the members and approved by the Scottish Ministers in terms of Clause 8b, such property referred to in Clause 8b shall be transferred to the Scottish Ministers or to such charity or charities as the Scottish Ministers may direct. 

(d)   In Clause 8, “community body” and “crofting community body” have the meaning ascribed to them respectively in Sections 34 & 71 of the Land Reform Act and “charity” has the meaning ascribed to it in Section 34(8) of the Land Reform Act. 

9.         Accounting records shall be kept in accordance with all applicable statutory requirements and such accounting records shall, in particular, contain entries from day to day of all sums of money received and expended by the company and the matters in respect of which such receipt and expenditure take place and a record of the assets and liabilities of the company; such accounting records shall be open to inspection at all times by any director of the company.