Callander Enterprise Constitution

1. NAME: The group shall be known as Callander Enterprise.

2. OBJECTIVES: The Enterprise's objectives are:

  • to develop a thriving local economy made up of businesses noted for their innovation;
  • to realise the potential of the scenic location and setting of Callander and to enhance incomes and generate rewarding jobs with career potential for local young people;
  • to ensure that Callander will be recognised for the care that businesses take of its environment to provide an interesting, safe, clean and attractive environment for local people and visitors;
  • to develop Callander in a unique way which will distinguish it from competitors in the minds of visitors;
  • o collaborate with the National Park, Scottish Enterprise, Stirling Council. Visit Scotland, other agencies and other Trossachs based communities to maximise funding available to develop business projects;
  • to support the various initiatives being undertaken by the Callander Development Trust, aimed at strengthening the Community of Callander through learning, conservation, activity pursuits, the interpretation of the landscape and its history, and managing locally some key services.

3. POWERS: To further the above objectives the Enterprise may:

  • organise working groups to address projects scoped and agreed by the Enterprise members;
  • create campaigns and promotions to market and sell Callander as a location for holidays and short breaks;
  • bring together in conference and work in liaison with representatives of voluntary organisations, government departments, local and other statutory authorities and individuals;
  • take out membership of such organisations as are considered to be in the interests of and compatible with the objectives of the Enterprise;
  • promote and carry out or assist in promoting and carrying out research, surveys and investigations and where considered appropriate publish the results;
  • arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses;
  • collect and disseminate information on all matters affecting the objectives and exchange such information with other bodies having similar objectives whether in this country or overseas;
  • create a website Portal for the use of Callander Enterprise to promote the member businesses and to maintain good communication between the members;
  • raise funds and invite and receive contributions from any person or persons by way of subscription or otherwise;
  • invest the funds of the Enterprise not immediately required for the objectives in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may at the time be imposed or required by law and
  • do all such other lawful things as are incidental or conducive to the attainment of the objectives.

4. MEMBERSHIP AND SUBSCRIPTION: Full membership of the Enterprise shall be open to:

  • all businesses operating in or from Callander and the surrounding area;
  • (subject to Clause 4(2)) national, international and local voluntary or other non-profit distributing organisations, whether corporate or unincorporated, which are interested in furthering the work of the Enterprise;
  • Annual membership subscription fee is to be £50.
  • In the case of an unincorporated organisation eligible for membership under clause 4.1, the party admitted to membership shall be the individual nominated from time to time by that organisation; such an organisation may withdraw the nomination of its representative at any time by written notice to the Enterprise to that effect, and on receipt of such a notice by the Enterprise, the individual concerned will automatically cease to be a member.
  • An organisation admitted to membership under clause 4.1 which is a corporate body may appoint any individual it thinks fit to act as its representative at a general meeting of the Enterprise; the individual so authorised shall be entitled to exercise the same powers on behalf of the corporate body as it could have exercised had it been an individual member.
  • Honorary members may be appointed by the Management Committee at its discretion but these members shall not be entitled to vote at general meetings.
  • An individual or corporate body applying for membership shall submit an application form, signed by or on behalf of the applicant and (in the case of an individual nominated by an unincorporated body) signed on behalf of the nominating body.The Management Committee shall be entitled, at its discretion, to refuse to admit an applicant to membership.If the decision of the Management Committee is to admit the individual or body to membership, the appropriate entry will be made in the register of members immediately following the Management Committee meeting at which that decision was made and the applicant will then become a member of the Enterprise.
  • The Management Committee shall have the right for good and sufficient reason to terminate the membership of any individual or organisation provided that the individual member concerned or an individual representing such organisation (as the case may be) shall have the right to be heard by the Management Committee before a final decision is made.

5. MANAGEMENT COMMITTEE

With the exception of those powers which are specifically stated in this constitution to be exercisable by the members, the policy and management of the affairs of the Enterprise shall be directed by a Management Committee which shall meet as determined by the Management Committee but not less than two times a year and shall consist of not less than four members.

  • The members of the Management Committee shall (subject to clause 6.4) be elected at the Annual General Meeting of the Enterprise in accordance with clause 6. The Management Committee will consist of a Chairperson, a Secretary, a Treasurer, a Liaison Officer, Events Organiser, Membership Co-Ordinator and Website Co-Ordinator and such other Working Group Orgnaisers as shall be required from time to time decide.
  • Election of the Management Committee shall be for three years. One third of the membership (with the exception of ex officio members elected and appointed in accordance with clauses 4.5) shall retire annually, the members to retire being those who have been longest in office since they were last elected/re-elected.
  • In addition to the members so elected and to those serving by virtue of clause 4.5, the Management Committee may co-opt further members from Working Groups, who shall serve until the conclusion of the next Annual General Meeting provided that the number of co-opted members shall not exceed one-third of the total membership of the Management Committee at the time of co-option. Co-opted members shall be entitled to vote at meetings of the Management Committee.
  • Any casual vacancy on the Management Committee (including a vacancy in any honorary office) may be filled by the Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Enterprise and shall be eligible for election at that meeting.
  • The proceedings of the Management Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
  • The Management Committee may appoint such special or standing Committees or Sub-Committees as may be considered appropriate and shall determine their respective terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees or sub-committees shall be reported back to the Management Committee as soon as possible.

6. ROLES OF THE MANAGEMENT COMMITTEE

The Chairperson

  • Chairs at general committee meetings
  • Attends meetings in a neutral and uncommitted capacity
  • Represents committee at the Callander Development Trust and other external meetings
  • Assists with recruitment where necessary
  • May be required to undertake interviews with press / media
  • Sets agenda and controls discussions in meetings
  • Makes decisions in consultation with other officers.
  • Plays an executive role as the principal officer throughout the year. Must plan ahead and be prepared to delegate
  • Acts as a conciliator between 2 parties trying to resolve a disagreement.
  • Can act as point of reference for external agencies in conjunction with the Secretary
  • Ensures all sub committees meet regularly
Secretary/Administrator

  • Principal administration officer- the main link between members, treasurer, committees & outside agencies
  • Must have good all-round communication skills
  • Must be computer literate with access to email.
  • Writes agendas and minutes in meetings.
  • Produces newsletters/publicity material
  • At the forefront of the work of the organisation.
  • Produces newsletters/publicity material

Treasurer

  • Should be financially qualified/accountant
  • Must be able to prepare and set budgets and control costs
  • Collects subscriptions & fees
  • Liaises with banks and co-ordinates account details
  • Agrees/sets budgets with other committee members
  • Administers accounts and communicates to group
  • Appoints auditors if necessary
  • Prepares income and expenditure accounts and cash flow forecasts

Liaison Officer

  • Good communicator
  • Interacts with other community groups
  • Relays information from and to other groups
  • Acts as central co-ordinator for collection and dissemination of information for members

Events Organiser

  • Organises all social and developmental events
  • Prepares calendar and promotes events
  • Books venue(s), assists with publicity

Membership Co-Ordinator

  • Holds and continually updates data and details of all members
  • Asists with recruitment and publicity
  • Can assist treasurer with collecting subscriptions

Website Co-Ordinator

  • Develops website use
  • Ensures all information on the web is accurate and up to date
  • Ensures any website information promotes and advertises events and meetings

7. GENERAL MEETINGS

  • The Annual General Meeting of the Enterprise shall be held not later than the 30th May each year and the Annual General Meeting of the Enterprise shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and at such place as the Management Committee shall determine. At least 21 clear days' notice of the meeting shall be given in writing by the Secretary to each member. At each Annual General Meeting the business shall include the consideration of the annual report on the work of the Enterprise, the approval of the audited accounts, the election of Honorary Officers, the election of other members to serve on the Management Committee, the appointment of an auditor or auditors, motions submitted by the Management Committee or by members and the transaction of such other matters as may from time to time be appropriate.
  • The Chairperson of the Management Committee may at any time at his/her discretion call a special General Meeting of the Enterprise. The Secretary shall call a special General Meeting of the Enterprise within 21 days of receiving a written request so to do signed by not less than four full members whether individual or representative and giving reasons for the request.

8. NOMINATIONS OF HONORARY OFFICERS AND MANAGEMENT COMMITTEE MEMBERS

  • Only full members of the Enterprise shall be eligible to serve as Honorary Officers or members of the Management Committee. Nominations for Honorary Officers or Members of the Management Committee must be made by full members of the Enterprise in writing and must be in the hands of the Secretary at least 14 days before the Annual General Meeting. A member may not nominate himself/herself. Should nominations exceed vacancies, election shall be by ballot.

9. RULES AND PROCEDURE AT ALL MEETINGS

Quorum

The quorum at a meeting of the Enterprise or of the Management Committee or of any committee appointed under clause 5.8 shall be three (present in person) eligible to vote of the actual membership of the Enterprise for the time being, the Management Committee or the committee (as the case may be) or such other number as the Enterprise may in general meeting from time to time determine.

Voting

Unless it is otherwise specified in this constitution, all questions arising at any meeting shall be decided by a simple majority of the votes cast. Arrangements for proxy voting may from time to time be made by the Management Committee provided that no such arrangements shall be made with regard to any matter of the kind described in clauses 12 and 13. In the case of an equality of votes, the person taking the Chair at the meeting shall have a casting vote.

Minutes

The Management Committee shall ensure that minutes are kept of all general meetings and of all meetings of the Management Committee and committees and sub-committees of the kind referred to in clause 5.8 containing in each case, a note of those present, those attending and the Chair and a record of all proceedings, resolutions and decisions.

Standing Orders

The Management Committee shall have power to adopt standing orders for the Enterprise and its committees. Such standing orders, which will be consistent with and complementary to the terms of this constitution, shall come into operation immediately but may be amended by the Enterprise in general meeting. The Enterprise in general meeting may issue policy directions in relation to the content of standing orders for the Enterprise and its committees, and the Management Committee shall in that event be bound to follow such directions in formulating such standing orders.

10. FINANCE

  • All funds raised by or on behalf of the Enterprise shall be applied to further the objectives of the Enterprise and for no other purpose; the preceding provision shall not, however, prevent the payment in good faith of reasonable fees to professional and technical advisors or the repayment to members of the Management Committee or of any committee or sub-committee appointed under clause 5.8 or reasonable out-of-pocket expenses.
  • The Treasurer shall keep proper accounting records and shall prepare proper accounts annually and at such other intervals as the Management Committee may direct.
  • The accounts shall be audited at least once a year by the auditor or auditors.
  • If the auditor appointed at the Annual General Meeting (or, if more than one auditor was appointed, all of the auditors) cease to hold that appointment during the period between Annual General Meetings, the Management Committee shall have power to appoint a replacement auditor or auditors, to hold office until the Annual General Meeting which next follows.
  • An audited statement of the accounts for the last financial year shall be submitted by the Management Committee to the Annual General Meeting.
  • A bank account shall be opened in the name of the Enterprise with such banks and/or building societies as the Management Committee shall from time to time decide. The Management Committee shall authorise in writing four members of the Management Committee (one of whom shall be the Treasurer) to sign cheques on behalf of the Enterprise. All cheques must be signed by not less than two of the four authorised signatories.

11. ALTERATIONS TO THE CONSTITUTION: A resolution to alter this constitution shall not be valid unless:

  • two thirds of the votes cast in relation to the resolution at a general meeting of the Enterprise (whether annual or special) are in favour and
  • notice (setting out the terms of the proposed alteration) shall have been given to the members not less than 21 clear days before the meeting at which the alteration was proposed.

12. DISSOLUTION:

If the Management Committee by a simple majority decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Enterprise, it shall call a special General Meeting of the Enterprise, of which meeting not less than 21 days' notice (stating the terms of the resolution to be proposed at the meeting) shall be given. If such decision is confirmed by a two-thirds majority of the votes cast in relation to the resolution at such meeting, the Management Committee shall sell such of the assets of the Enterprise as they may consider appropriate for the best price reasonably obtainable and settle the debts and liabilities of the Enterprise. Any assets remaining after the satisfaction of such debts and liabilities shall be given or transferred to such other charitable organisation or organisations within Stirling Council area having objectives similar to the objectives of the Enterprise as the Management Committee may determine.