South West Scotland Community Rail Partnership Articles of Association
With the change of name to the "South West Scotland Community Rail Partnership", we have drawn up new Articles of Association to better reflect our policy of transparency and adherence to corporate governance, in line with the legal responsibilities and requirements of the Scottish Charity Regulator OSCR.
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DRAFT Articles of Association
To further the purposes set forth herein, the members agree to be, and are hereby organised under these Articles of Association as a not-for-profit organisation for the Association to be named The South West Scotland Community Rail Partnership, a limited company number SC460916 and a registered charity number SC039478.
ARTICLE I – THE ORGANISATION
1.0 Name of Association
The name of this Association shall be: The South West Scotland Community Rail Partnership (hereafter referred to as “the Partnership”).
2.0 Offices of The South West Scotland Community Rail Partnership
The principal office of the Association and Registered Office Address is Girvan Railway Station, Vicarton Street, Girvan, KA26 9JF. The Partnership may have such other offices as may from time to time be designated by its members or its Executive Board.
3.0 PurposesThe primary purposes of the Partnership are to provide a community service by:
- improving links between the community of Ayrshire and Dumfries & Galloway, the area served by the Partnership. Specifically, the Partnership’s role will be to:
- Work with transport operators to deliver improved rail services and connectivity
- Support and encouraging community projects within the area covered by the Partnership
- Facilitate projects which give the community a sense of ownership and pride in their local railway station
- Encourage rural tourism and help support local economies
- Work with schools and local authorities to educate children about rail travel and rail safety
- Work with community groups to help remove barriers to travel and encourage car-free and sustainable travel
- Hold a variety of events such as anniversaries connected to the railways in our area
- Produce guides for the rail lines in our area and the local attractions which can be visited from them.
More specifically, The South West Scotland Community Rail Partnership shall work towards delivering our six core outcomes:
- Encourage the use of the rail travel in our area
- Community Involvement
- Economic Development
- Working with Young People
The activities of the Partnership shall be held and maintained in the spirit of these purposes.
The Partnership shall have all the powers necessary to provide activities to conduct its purposes including, but are not limited to, the power to collect, hold and disseminate information consistent with its purpose: to conduct seminars and workshops and the power to collect dues and disperse funds for the membership and for activities in accordance with its aims and objectives as outlined in 3.0 Purposes.
Any individual interested in the aims and work of the South West Scotland Community Rail Partnership is welcome to become a member in the Partnership as long as said member remains in “good standing”. A member is in “good standing” when:
- the member pays his/her annual membership dues when required.
A member is no longer in “good standing” when:
- the member fails to pay his/her annual member- ship dues when required.
In the judgement of the Executive Board, members may be deemed to be no longer in “good standing” when a member no longer supports the best interests of the Partnership.
6.0 Voting Rights
Each member of the Partnership shall be entitled to only one vote on each Partnership matter to be decided by a vote of the members. Complementary memberships may be extended to persons in key positions of authority as deemed appropriate by the Executive Board and voted upon by the general membership. Friends of the Partnership do not have voting rights.
7.0 Dues, Assessments and Fees
The Partnership’s activities shall be funded through the use of annual membership dues, funding grants from the train operating company, local authorities, the Scottish Government, funding awards bodies and trading activities of the Partnership including, but not exclusively the shop at Girvan Railway Station, online sales of items related to the railway or area through the Partnership’s website and through advertising revenues. Except for any excess fees refunded as provided hereafter, all the funds collected by the Association shall be used by it to provide for the various activities permitted by these Articles.
The annual membership dues required for membership in the Partnership and any assessments which may be required of the members, shall be established by a majority vote of the members of the Partnership, upon the recommendation of the Executive Board.
Fees may be charged by the Partnership to pay the costs of any of its activities, or parts thereof, which do not fall within the meaning of “normal operating costs”. Said fees shall be established by the Executive Board at an amount per individual per activity, or part thereof, which shall not exceed the amount which is reasonably estimated to be necessary to pay the costs of said activity,
or part thereof, which do not fall within the meaning of “normal operating costs”.
Should the fees established and collected for any activity or part thereof, not be sufficient to pay all the costs which do not fall within the meaning of “normal operating costs” which are generated by said activity, or part thereof, the deficiency shall be paid as a “normal operating costs” of the Partnership.
8.0 Fiscal Year
The Partnership shall operate with the calendar year as its fiscal year.
9.0 Funds Management and Authorities
No individual member has the authority to obligate the Partnership in any way. In doing so that member becomes personally responsible for that obligation and not the Partnership.
The Membership in simple majority must approve non-recurring expenditures in excess of £1,000.
New recurring expenses must be approved by simple majority of the membership. Increases in existing recurring expenses do not require approval of the membership.
These Articles describe the rules by which the Partnership is to be governed.
ARTICLE II – THE EXECUTIVE BOARD
1.0 OFFICERS AND THIER DUTIES
The Executive Board is composed of the officers elected by the general membership at the annual general membership meeting. The officers are responsible for the daily operation of the Partner- ship as described in the officers’ duties. An individual can hold more than one position on the Board. The order listed below indicates the order of succession to the CEO (Chair).
The following describes the duties of each of the officers:
CHIEF EXECUTIVE OFFICER (CEO) (FORMERLY REFERRED TO AS CHAIR)
The office of CEO is the primary person responsible for the business operation of the Partnership and presides at the regular membership meetings and the Executive Board meetings.
EXECUTIVE OFFICER (EO) (FORMERLY REFERRED TO AS VICE CHAIR)
There may be one Executive Officer. He/She will have one vote on the Executive Board. The Executive Officer is responsible for the performance of the CEO’s duties in the absence of the CEO.
The Company Secretary is responsible for maintaining the non-financial records of the Partnership’s operations, ensuring the Partnership adheres to its legal responsibilities (corporate governance). This includes the statutory duties of Directors under the law, disclosure obligations and listing rule requirements. The Company Secretary is also responsible for all non-financial correspondence for the Partnership’s business activities and for liaising with OSCR and Companies House. The Company Secretary shall act as the Finance Director’s primary alternate to conduct the everyday business of collecting dues and signing up new members.
THE FINANCE DIRECTOR (FORMERLY REFERRED TO AS TREASURER).
The Finance Director is responsible for all the funds of the Partnership. The Finance Director shall maintain a detailed listing of the Partnership’s membership and dues records and shall
present a financial statement/report at Board Meetings and at the Annual General Meeting and
Emergency General Meetings. The Finance Director shall maintain a record which he or she shall make available for inspection within five calendar days of his or her receipt of a written request for such an inspection from any member or a written or verbal request for such an inspection from the Executive Board. The Finance Director is also responsible for providing the Partnership’s accountants with all the information they require. The CEO or Executive Officer may perform the duties of Finance Director as required. The Finance Director shall maintain the membership records for the Partnership.
The Development Manager shall be responsible for identifying potential funding sources, processing and submitting funding applications as agreed by the Board. He or she shall also be responsible for identifying projects in line with the Partnership’s objectives outlined in 3.0 Purposes and, subject to the agreement of the Board, organise the delivery of these projects. The Development manager’s duties shall also include the organisation of events promoting the work of the Partnership and reporting to the Board of Directors at Board Meetings and to the wider membership at Annual General Meetings or Emergency General Meetings as required.
The Commercial Director shall be responsible for the development and delivery of any commercial opportunities as agreed by the Board to create additional revenue streams including the purchase and sale of items on the Partnership’s website, through the Partnership’s shop at Girvan Station, any future outlets at other stations in the Partnership’s area and at Partnership events or external events at which the Partnership is represented. He or she shall also be responsible for identifying and securing advertising revenues on the Partnership’s website and on any other publications produced by the Partnership.
The Marketing Director shall be responsible for promoting the Partnership and its work in the wider community including managing and updating the Partnership’s website and writing and circulating Partnership press releases / statements as directed by the Board.
The Campaigns Director shall, with the approval of the Board, be responsible for identifying and organising the successful delivery of campaigns relevant to the Partnership’s core activities and objectives as outlined in 3.0 Purposes.
The Minutes Secretary shall provide meeting notes of all general membership and Executive Board meetings. These notes/minutes will be recorded and, subject to approval by the Board, will be made available for the general membership to review.
2.0 ELECTION OF OFFICERS
Nominations will be opened at least 4 weeks prior to the annual general meeting and close just prior to the election at the annual general meeting taking place. Absentee ballots will be accepted, if delivered prior to the annual general meeting in writing to the CEO or Company Secretary or by email to the CEO or Company Secretary. Nominations and ballots will be published to the membership either by email, in writing or online through the Partnership’s website. The election will be held at the annual general meeting with the results announced at the end of the meeting.
Each officer shall serve for a term of one year from the date of his or her installation and until the following annual general meeting. There shall be no restriction to the number of years an individual may serve upon re-election.
Officers must be members in good standing at the time of their election and must maintain their good standing throughout their term of office.
2.1 Removal from Office
Any officer may have his or her duties suspended by a unanimous, unopposed vote of the remaining members of the Executive Board. The suspended officer may request a reinstatement vote by the general membership, following the rules of elections of officers at the next general membership meeting. If the suspended officer does not request a reinstatement vote or if the vote is opposed to reinstatement, the Executive Board must then select a successor to fill the vacant position. The selection is subject to general membership confirmation by a majority vote at the next regular meeting.
ARTICLE III – APPOINTMENTS
The CEO or Executive Board may select members to serve special assignments of need either as individuals or as part of a sub-committee. The Executive Board may also appoint an Honorary President. The Honorary President shall have no voting rights and may, at the discretion of the Executive Board be dismissed if the Honorary President acts in any way as to bring the Partnership into disrepute.
ARTICLE IV – MEETINGS
Executive Board meetings may take place as and when required, but no fewer than three meetings per annum.
1.0 General Membership Meetings
The entire membership meets annually at the annual general meeting. General membership meet- ings may be held as and when required. A minimum of 5 members must be present to conduct FORMAL Partnership business.
2.0 Executive Board Meetings
The Executive Board shall be called by the CEO as needed or as designated for purposes indi- cated at the General Membership Meeting by a majority vote of the membership present. The Executive Board Meetings shall be open to the general membership. Executive Board Meetings and location shall be announced in advance to the membership whenever possible. A minimum of 3 voting members (or designated representation) must be present to conduct Partnership busi- ness.
ARTICLE VI – NEWSLETTER
The content of the newsletter shall be under the control and responsibility of the newsletter Editor as nominated by, and approved by the Board. The Partnership will only publish articles (information) which are clear and free of legal encumbrances and copyrights. The newsletter may be in printed form, published by email and/or on the Partnership website.
The newsletter shall be published and made available at the General Membership Meetings to members in good standing. Anyone providing articles or notices is required to provide the information to the Editor for publication at least 10 days before scheduled publication.
ARTICLE VII – REPRESENTATION OF THE PARTNERSHIP
The use of the name of this Partnership or its identifying symbols by any person or organisation will be subject to the consent of the majority of the Executive Board.
ARTICLE VIII- AMENDMENT OF ARTICLES
Two methods exist to propose an amendment to, addition to, or repeal of, any provision of, or all of these Articles of Association.
1.0 By Executive Board
The Executive Board may propose any such change in these Articles by presenting said changes at a General Membership Meeting or by email to the membership. Voting maybe conducted by email or postal votes using official ballot papers submitted by the Partnership without the need to call an EGM.
Approval of any amendment to, addition to, or repeal of, any provision of, or all of, these Articles of Association requires a majority of the submitted signed, votes received from the members. Ballots must be retained for future inspection for a period of 5 years or until the Partnership is wound up.
2.0 By Members
Any member may propose any such change in these Articles by submitting to any member of the Executive Board a petition which sets forth the proposed change and which is signed by at least 2/3 of the members at a meeting to be voted on at the next meeting. The membership list of the month previous to the month in which the petition is submitted shall be used for determining the membership count.
Any proposed change must be sent to the membership by email or by post (for members without email) one month prior to the date in which the votes are due to be submitted. The Board may either call an EGM or, accept votes on formal ballot papers sent and returned by email or post by the deadline without holding a meeting. Approval of any amendment to, addition to, or repeal of, any provision of, or all of, these Articles of Association requires a majority of the submitted signed, votes received from the members. Ballots must be retained for future inspection for a period of 5 years or until the Partnership is wound up.
ARTICLE IX – DISTRIBUTION OF ASSETS
In the event of the Partnership ceasing to function, or in the event that the members decide to terminate it, the Executive Board shall, after paying or making provisions for the payment of all of the Partnership’s liabilities, distribute all of the remaining assets of the Partnership to such organisation or organisations who are not-for-profit community organisations working with the Partnership’s area.
Dr Mhairi McKenna
Chief Executive Officer
On behalf of the Board of the
South West Scotland Community Rail Partnership
© South West Scotland Community Rail Partnership, Girvan Railway Station, Vicarton Street, Girvan, KA26 9JF
Company No: SC460916 | Scottish Charity No: SC039478