NAME
1.	The name of the company is Drummuir & Botriphnie Community Trust (“the Company”).
	REGISTERED OFFICE
2.	The Registered Office of the Company is situated in Scotland.

 

 

	OBJECTS
3.	The Company has been formed to benefit the community of the area as defined by the attached map (Appendix 1) and Post Code List (Appendix 2) (“the Community”) with the following objects (“the Objects”):
3.1	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.   To promote the benefit of the inhabitants of the Community, without distinction on grounds of race, political, religious, or other opinions, by associating with the local statutory authorities, voluntary organizations and inhabitants in a common effort to advance education and to provide, or assist in providing, facilities for recreation and other leisure-time occupation, following principles of sustainable development and in the interests of social welfare so that their conditions of life may be improved, where ‘sustainable development’ means development which meets the needs of the present without compromising the ability of future generations to meet their own needs.
3.2	To advance the education of the Community about its environment, culture and/or history.
	POWERS
4	The Company shall have the following powers, but only in furtherance of the Objects (and wherein reference to “property” means any property, assets or rights, heritable or moveable, wherever situated).
	General
4.1	To encourage and develop a spirit of voluntary or other commitment by, or co-operation with, individuals, unincorporated associations, societies, federations, partnerships, corporate bodies, agencies, undertakings, local authorities, unions, co-operatives, trusts and others and any groups or groupings thereof willing to assist the Company to achieve the Objects.
4.2	To promote and carry out research, surveys and investigations and to promote, develop and manage initiatives, projects and programmes.
4.3	To provide advice, consultancy, training, tuition, expertise and assistance.
4.4	To prepare, organise, promote and implement training courses, exhibitions, lectures, seminars, conferences, events and workshops, to collect, collate, disseminate and exchange information and to prepare, produce, edit, publish, exhibit and distribute articles, pamphlets, books and other publications, tapes, motion and still pictures, music and drama and other materials, all in any medium.
	Property
4.5	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”).
4.6	To purchase, take on lease, hire, or otherwise acquire any property suitable for the Company and to construct, convert, improve, develop, conserve, maintain, alter and demolish any buildings or erections whether of a permanent or temporary nature, and manage and operate or arrange for the professional or other appropriate management and operation of the Company's property.
4.7	To sell, let, hire, license, give in exchange and otherwise dispose of all or any part of the property of the Company.
4.8	To establish and administer a building fund or funds or guarantee fund or funds or endowment fund or funds.
	Employment
4.9	To employ, contract with, train and pay such staff (whether employed or self-employed) as are considered appropriate for the proper conduct of the activities of the Company.
	Funding and Financial
4.10	To take such steps as may be deemed appropriate for the purpose of raising funds for the activities of the Company.
4.11	To accept subscriptions, grants, donations, gifts, legacies and endowments of all kinds, either absolutely or conditionally or in trust.
4.12	To borrow or raise money for the Objects and to give security in support of any such borrowings by the Company and/or in support of any obligations undertaken by the Company.
4.13	To set aside funds not immediately required as a reserve or for specific purposes.
4.14	To invest any funds which are not immediately required for the activities of the Company in such investments as may be considered appropriate, which may be held in the name of a nominee Company under the instructions of the Board of Directors, and to dispose of, and vary, such investments.
4.15	To make grants or loans of money and to give guarantees.
	Development
4.16	To establish, manage and/or support any other charitable organisation, and to make donations for any charitable purpose falling within the Objects.
4.17	To establish, operate and administer and/or otherwise acquire any separate trading company or association, whether charitable or not.
4.18	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, mutual assistance, or sharing profit with any charitable organisation.
4.19	To enter into contracts to provide services to or on behalf of others.
	Insurance and Protection
4.20	To effect insurance of all kinds (which may include indemnity insurance in respect of Directors and employees).
4.21	To oppose, or object to, any application or proceedings which may prejudice the interests of the Company.
	Ancillary
4.22	To pay the costs of forming the Company and its subsequent development.
4.23	To carry out the Objects as principal, agent, contractor, trustee or in any other capacity.
4.24	To do anything which may be incidental or conducive to the Objects so long as these are charitable.
	CONSTRAINTS ON RETURNS TO MEMBERS
5.1	The income and property of the Company shall be applied solely towards promoting the Objects 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.
5.2	No part of the income or property of the Company shall be paid or transferred (directly or indirectly) to the members of the Company, or to any other individual, whether by way of dividend, bonus or otherwise, except in relation to Clause 5.4.
5.3	No Director shall be appointed as a paid employee of the Company.
5.4	No benefit (whether in money or in kind) shall be given by the Company to any member or Director except the possibility of:
5.4.1	repayment of out-of-pocket expenses to Directors (subject to prior agreement by the Board of Directors); or
5.4.2	reasonable remuneration to any member or Director in return for specific services actually rendered to the Company (not being of a management nature normally carried out by a director of a company); or
5.4.3	payment of interest at a rate not exceeding the commercial rate on money lent to the Company by any member or Director; or
5.4.4	payment of rent at a rate not exceeding the open market rent for property let to the Company by any member or Director; or
5.4.5	the purchase of property from any member or Director provided that such purchase is at or below market value or the sale of property to any member or Director provided that such sale is at or above market value.
	and in any such event the terms of Articles 38 - 40 shall specifically apply.
	LIMIT OF LIABILITY
6.1	The liability of all members of the Company is limited.
6.2	Every member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the property of the Company if it should be wound up whilst he, she or it is a member or within one year after he, she or it ceases to be a member (for whatever reason), for payment of its debts and liabilities contracted before he, she or it ceases to be a member, and of the costs, charges and expenses of winding up.
	DISSOLUTION
7.1	The winding-up of the Company may take place only on the decision of not less than 75% of its Ordinary Members who are present and voting at a General Meeting called specifically (but not necessarily exclusively) for the purpose.
7.2	If, on the winding-up of the Company, any property remains, after satisfaction of all its 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: (a)     determined by not less than 75% of the Ordinary Members of the Company who are present and voting at a General Meeting called specifically (but not necessarily exclusively) for the purpose; and (b)     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.
7.3	If no such community body or crofting community body is determined by the Ordinary members and approved by the Scottish Ministers in terms of Clause 7.2, such property referred to in Clause 7.2 shall be transferred to the Scottish Ministers or to such charity or charities as the Scottish Ministers may direct.
7.4	In Clause 7, “community body” and “crofting community body” have the meanings ascribed to them respectively in Sections 34 and 71 of the Land Reform Act and “charity” has the meaning ascribed to it in Section 34(8) of the Land Reform Act.
	INTERPRETATION
8	The definitions included in Article 2 are incorporated into this Memorandum.

 

 

 

 

THE COMPANIES ACTS 1985 - 1989   Company limited by guarantee and not having a share capital   ARTICLES of ASSOCIATION   The Articles  of Association provide the administrative constitution of the Company, establishing its membership, providing for meetings of members, establishing its board of management, providing for meetings of the board and confirming ancillary matters.
	DEFINITIONS and INTRODUCTORY
1	The regulations contained in Table C in the Companies (Tables A to F) Regulations 1985, as may be amended or re-enacted, shall not apply to the Company.
2	In these Articles of Association, the following definitions apply throughout: “Act” means the Companies Act 1985 as amended and every statutory modification and re-enactment thereof for the time being in force. “AGM” means an Annual General Meeting. “Article(s)” means this or these Articles of Association. “Board” means the Board of Directors. “Clear days” means a period excluding the day when notice is given and the day of the meeting. “Community” means the community area described in Clause 3 of the Memorandum. “Director(s)” means the director(s) for the time being of the Company. “EGM” means an Extraordinary General Meeting. “Memorandum” means the foregoing Memorandum of Association. “Organisation” means any unincorporated association, society, federation, partnership, corporate body, agency, undertaking, local authority, union, co-operative, trust or other organisation (not being an individual person). “Property” means any property, assets or rights, heritable or moveable, wherever situated in the world. “Subscribers” means those persons who have subscribed both the Memorandum and these Articles.
3	Words importing the singular number only shall include the plural number, and vice versa; and words importing the masculine gender only shall include the feminine gender.
4	The Company is established to achieve the Objects.
	GENERAL STRUCTURE OF THE COMPANY
5	The structure of the Company comprises:
5.1	Members - comprising Ordinary Members (who have the right to attend the AGM and any EGM and have important powers under these Articles and the Act, who elect people to serve as Directors and take decisions in relation to any changes to these Articles)Associate Members and the Junior Members; and
5.2	Directors - who hold regular meetings between each AGM, set the strategy and policy of the Company, generally control and supervise the activities of the Company and, in particular, are responsible for monitoring its financial position and, where there are no employees or managers appointed, are responsible also for the day-to-day management of the Company.
	MEMBERSHIP
6	The members of the Company shall consist of the Subscribers (being those Ordinary Members who sign the original Memorandum and Articles of Association) and such other persons and organisations as are admitted to membership in terms of these Articles.
7	Membership of the Company is open to:
7.1	Ordinary Members: those individuals aged 18 and over who: (a)     are ordinarily resident in the area shown on the attached map (Appendix 1)       (b)     who support the Objects; declaring that, if an Ordinary Member ceases to comply with these criteria, he or she will be reclassified as an Associate Member and be notified of this by the Company.
7.2	Associate Members: those individuals who are not ordinarily resident in the area shown on the attached map (Appendix 1) and those organisations and institutions who support the objcts of the Company and whom the Board shall deem appropriate to be represented amongst the membership of the Company, but who live outwith the area shown in Appendix 1. Associate Members are neither eligible to stand for election to the Board nor to vote at any General Meeting.
7.3	Junior Members: those individuals who are aged under 18 years who support the Objects. Junior Members are neither eligible to stand for election to the Board nor to vote at any General Meeting.
8	The following conditions apply to membership:
8.1	The Company shall have not fewer than 20 members at any time; and
8.2	The majority of the members of the Company shall consist of Ordinary Members;
	and, in the event that the number of members falls below 20 or that the majority of members of the Company does not consist of Ordinary Members, the Board may not conduct any business other than to ensure the admission of sufficient Ordinary Members to achieve the minimum number and/or maintain the majority.
9	The Board shall promptly consider applications for membership, made in such written form as it shall prescribe from time to time, determining if the terms of Article 7 apply and into which category of membership each applicant shall belong, and immediately thereafter shall approve any valid application provided the applicant is not excluded by virtue of Article 8 or has previously been a member of the Company and excluded from membership by virtue of Article 14. .
10	The Board shall maintain a Register of Members, setting out the name and postal address of each member, the relative category of membership and the date of the member’s appointment.
	MEMBERSHIP SUBSCRIPTIONS
11	The Ordinary Members may at any or each AGM fix the annual subscriptions (and, if relevant, different rates thereof for different categories).
12	Members shall be required to pay the appropriate annual membership subscription, where fixed. Only those members who have paid their current subscription, where fixed, are entitled to take part in and vote at any General Meeting.
13	An individual who, or organisation which, ceases to be a member (for whatever reason shall not be entitled to any refund of membership subscription.
	CESSATION OF MEMBERSHIP
14	A member shall cease to be a member if:
14.1	he, she or it sends written notice of resignation to the Company; or
14.2	being an individual, he or she becomes insolvent or apparently insolvent or makes any arrangement with his or her creditors; or
14.3	being an organisation, it goes into receivership, goes into liquidation, dissolves or otherwise ceases to exist (the right of membership not being assignable); or
14.4	the annual subscription due remains outstanding for more than six calendar months (and provided that the member in question has been given at least one written reminder) and if the Board chooses to expel that member from membership; or
14.5	a resolution that a member be expelled is passed by a majority of at least 75% of the members present and voting at a General Meeting, of which not less than 21 days' previous notice specifying the intention to propose such resolution and the grounds on which it is proposed shall have been sent to all Directors, all members and the Company Secretary and also to the member whose removal is in question, such member being entitled to be heard at that meeting; or
14.6	being an individual, he or she dies (the right of membership not being assignable).
	GENERAL MEETINGS  (Meetings of Members)
15	The Board shall convene an AGM in each year, at such time as it may determine, although the first AGM need not be held in the first year provided that it be held within 18 months after the date of incorporation of the Company. Thereafter, not more than 15 months shall elapse between one AGM and the holding of the next.
16	The business of each AGM shall include:
16.1	the report by the Chairman on the activities of the Company;
16.2	the election of Directors;
16.3	fixing of annual subscriptions;
16.4	the report of the auditor;