The Branch Constitution

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The Royal Scottish Country Dance Society

Berks/Hants/Surrey Border Branch

Charity Number 1067776

Constitution wef 24 May 2023

1. Name

The name of the charity shall be “The Royal Scottish Country Dance Society Berks/Hants/Surrey

Border Branch”, hereinafter called the “Local Association”. The Local Association is registered as a

charitable association within England and Wales.

2. Association with the Royal Scottish Country Dance Society

The Local Association is an autonomous body consisting of members of The Royal Scottish Country

Dance Society (hereinafter called “the Society”). While it has similar objects to and associates with

the Society, it operates and carries out its administration and management independently of the

Society. The Local Association will comply with the terms of the Licence Agreement with the Society.

3. Objects

The objects of the Local Association shall be to advance the education of the public in the area of

Berks/Hants/Surrey Border and its neighbourhood (hereinafter called “the District”) in traditional

Scottish Country Dancing, in particular by:

a. preserving and furthering the practice of Scottish Country dances and music

b. providing or assisting in providing instruction in the dancing of Scottish Country dances

c. promoting the enjoyment and appreciation of Scottish Country dancing and music by any

suitable means

d. conducting its business in line with the commitments it has given in its License Agreement

with the Society

and in furtherance of these objects the Local Association may do such other lawful things as shall

effectively promote them in the District.

4. Application of income and property

The income and property of the Local Association shall be applied solely towards the promotion of

the stated objects. A charity trustee is entitled to be reimbursed from the property of the charity, or

may pay out of such property, reasonable expenses properly incurred by him or her when acting on

behalf of the charity. None of the income or property of the charity may be paid or transferred

directly or indirectly by way of profit to any member of the charity. This does not prevent a member

who is not also a trustee from receiving reasonable and proper remuneration for any goods or

services supplied to the charity. A charity trustee or connected person may enter into a contract for

the supply of services to the charity where that is permitted in accordance with, and subject to the

conditions in, section 185 of the Charities Act 2011. By way of summary, this section 185 permits a

charity trustee to be paid a reasonable amount for services provided to the Local Association other

than services provided in his or her capacity as a trustee.

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5. Membership and Subscriptions

1. Only members of the Society (hereinafter called “Society Members”) may apply to become

members of the Local Association. A range of Society membership subscriptions is available,

including Youth membership (12 – 17 years). Society membership can be through one

nominated Local Association. Only such members as have attained the age of 18 shall have the

power to vote in matters concerned with the management of the Local Association.

2. Any member of the Society for whom the Local Association is not their nominated Local

Association may also apply to become a member of the Local Association (“an Additional

Branch member”).

3. An Additional Branch member has the same rights and privileges within the Local Association as

a member for whom the Local Association is his/her nominated Local Association with the

exception as stated in paragraph 13.1 regarding the role of Delegate.

4. The rates of local subscription for all classes of members shall be such as may be determined

from time to time by the Local Association in General Meeting.

6. Office Bearers

1. The office bearers of the Local Association shall consist of the Chair, the Vice Chair, the

Honorary Secretary and the Honorary Treasurer (all of whom shall be Society Members) who

shall be elected at the Annual General Meeting of the Local Association in the manner

hereinafter provided.

2. a. The Chair shall hold office for one year and, on completion of that year of office, shall be

eligible for re-election as Chair but shall not hold the office of Chair for more than three

consecutive years.

b. The Chair, after relinquishing office, shall not be eligible for election to the Committee of

Management or to another office until the expiry of one year from relinquishing office as

Chair. He/she may, as immediate Past Chair, be an ex officio non-voting member of the

Committee for one year if he/she wishes.

3. The Vice Chair shall hold office for one year and, on completion of that year of office, shall be

eligible for re-election as Vice Chair. Upon relinquishing office, the Vice Chair shall be eligible

for election to another office or to the Committee of Management.

4. The Honorary Secretary and the Honorary Treasurer shall hold office for one year and, on

completion of that year of office, shall be eligible for re-election as Honorary Secretary and

Honorary Treasurer respectively. Upon relinquishing office the Honorary Secretary and

Honorary Treasurer shall be eligible for election to another office or to the Committee of

Management.

5. The Committee of Management shall have the power to appoint an interim Chair or Vice Chair

or Honorary Secretary or Honorary Treasurer to fill vacancies occurring between Annual

General Meetings but any office bearers so appointed shall serve only until the next Annual

General Meeting when they shall be eligible for election.

6. The Local Association may appoint an Honorary President and Honorary Vice-Presidents.

7. Committee of Management

1. Election of Committee

a. The affairs of the Local Association shall be administered by a Committee of Management

(hereinafter called “the Committee”) the members of which shall have attained the age of

18 years. The Committee shall comprise the Chair, Vice Chair, Honorary Secretary, Honorary

Treasurer and up to 6 ordinary members. All office bearers and ordinary members of the

committee shall be Charity Trustees in terms of the Charities Act 2011.

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b. The ordinary members of the Committee shall be elected annually at the Annual General

Meeting of the Local Association and shall consist entirely of members of the Local

Association. On completion of each year of office, an ordinary member shall be eligible for

re-election to the Committee. Committee members, upon ceasing to serve on the

Committee, shall be eligible for election to the position of office bearer.

c. The Committee shall have power to appoint ordinary members to fill vacancies occurring

between Annual General Meetings but any members so appointed shall serve only until the

next Annual General Meeting when they shall be eligible for election.

2. Powers and Duties of Committee

a. A Quorum of the Committee shall be five members, one of whom must be an office bearer.

b. The Committee shall have power to constitute sub-committees and entrust them with such

duties as it considers necessary for the efficient working of Local Association affairs,

provided at least two sub-committee members, one of whom shall be the convenor, are also

members of the Committee. Any decisions of substance must be referred to the Committee

for ratification.

8. Duties of Office Bearers

1. Chair – The Local Association Chair is the executive officer of the Local Association. He/she shall

preside at Local Association meetings and at meetings of the Committee. In the absence of the

Chair from a meeting the Vice Chair shall take the chair. In the absence of the Chair and Vice

Chair, a chair shall be appointed from among those present. The Chair of any meeting, whether

a Local Association or Committee meeting, shall have a casting vote as well as a deliberative

vote.

2. Vice Chair – The Vice Chair shall act as an ordinary member of the Committee except that, in

the absence of the Chair, he/she shall undertake the duties of Chair.

3. Honorary Secretary – It shall be the duty of the Honorary Secretary to ensure that regular

meetings are held and properly recorded and to conduct the correspondence of the Local

Association. Additionally the Honorary Secretary shall prepare an annual report of the activities

of the Local Association during the preceding year, and keep a register of members of the Local

Association and details of members of the Committee.

4. Honorary Treasurer – It shall be the duty of the Honorary Treasurer to receive, bank and

account for all monies collected by whatever agency from members of the Local Association or

from other sources. Additionally the Honorary Treasurer shall:

a. cause proper account books to be kept and ensure that the annual accounts of the Local

Association are properly examined or audited as required by law

b. make the annual Local Association accounts available for inspection by members in General

Meeting and present the accounts for adoption by the Local Association at the Annual

General Meeting.

9. Conflicts of interest

A charity trustee (defined in paragraph 7.1a) must declare the nature and extent of any interest,

direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or

in any transaction or arrangement entered into by the charity which has not been previously

declared and absent himself or herself from any discussions of the charity trustees in which it is

possible that a conflict will arise between his or her duty to act solely in the interests of the charity

and any personal interest (including but not limited to any personal financial interest). Any charity

trustee absenting himself or herself from any discussions in accordance with this clause must not

vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

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10. Local Association Meetings

1. a. A General Meeting of the members of the Local Association shall be held within six months

after the end of the financial year at such place and at such time as may be determined by

the Committee.

b. All members shall be given at least 14 days written notice of a General Meeting. Every

notice shall contain a statement of the business to be discussed at the meeting.

2. The order of business at such meetings shall be, or as near as possible shall be, the following:

a. Minutes of the last Annual General Meeting and of any Special General Meeting held in the

course of the year.

b. Honorary Treasurer’s Report and Accounts

c. Honorary Secretary’s Report on the year’s working of the Local Association

d. Appointment of Office Bearers and Committee, all of whom must be nominated and

seconded by members of the Local Association. All nominations must be signed by or

otherwise approved by the nominee. The members present at the meeting shall cast votes

to determine the Office Bearers and the ordinary Committee members if more members are

nominated than are required.

e. Appointment of a competent person to examine the accounts and certify their accuracy

f. Motions

g. Any other competent business.

3. A Special General Meeting may be called at any time by the Chair and shall be called on a

requisition signed by not less than one-tenth of the membership of the Local Association when

such membership does not exceed 500. Where membership of the Local Association exceeds

500, a minimum of 50 or one sixteenth, whichever is the greater, of the membership shall sign

the requisition calling a Special General Meeting.

4. One quarter of the membership or twenty five members of the Local Association, whichever

shall be the lesser, shall constitute a quorum.

5. The Local Association in General Meeting may enact such rules as it may determine for the

proper working of the Local Association.

11. General Data Protection Regulations

The Local Association will comply with the rules covering General Data Protection Regulations

(“GDPR”). The membership secretary and all others involved in the storing of personal data will

strictly follow data protection principles as laid out in the Data Protection Act of 2018 and any

subsequent such legislation.

12. Suspension or Termination of Membership

1. The Committee may suspend temporarily or terminate the membership of any person whose

conduct is, in its opinion, prejudicial to the interests of the Local Association. Suspension or

termination shall not alter the rights or status of the person concerned as a member of the

Society.

2. Before suspending or terminating any person’s membership, the Committee shall notify the

person concerned in writing stating the reasons for the proposed suspension or termination

and giving the person the opportunity of replying and of appearing before the Committee, if the

member so wishes, to seek revocation of the suspension or termination.

3. The person whose membership has been suspended or terminated shall have the right of

appeal within one month at a Local Association General Meeting at which a two-thirds majority

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of those present and entitled to vote shall be necessary to confirm the suspension or

termination.

4. Where suspension or termination has occurred or, where appropriate, has been confirmed as in

3 above, the matter shall be notified to the Society.

13. Disbandment

1. If it is necessary or advisable to dissolve the charity, notice of intention to disband the Local

Association shall be given to the secretary of the Society at least two months before the date

proposed for such disbandment.

2. The Secretary shall call a meeting of all the members of the Local Association of which not less

than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the

proposal is confirmed by a two-thirds majority of those present and voting, the Committee shall

have the power to realise any assets held by or on behalf of the Local Association.

3. The balance of the funds, after all liabilities have been met, and all property belonging to the

Local Association shall be transferred to such charity having objects similar to those of the Local

Association (excluding geographical limitations) as members of the General Meeting, whom

failing, the Committee, shall decide.

4. If the members resolve to dissolve the charity the trustees will remain in office as charity

trustees and be responsible for winding up the affairs of the charity in accordance with this

clause. The trustees must notify the Commission promptly that the charity has been dissolved.

If the trustees are obliged to send the charity’s accounts to the Commission for the accounting

period which ended before its dissolution, they must send the Commission the charity’s final

accounts.

14. Guarantors and Delegates

1. The Committee of the Local Association shall appoint a number of the members of the

Committee to be guarantors of the Society. These members, acting as guarantors, shall be

known as Delegates. The number of Delegates to be appointed must equal one Delegate per 50

members of the Local Association, or part thereof, who are aged eighteen or over and who pay

their Society subscription through the Local Association, subject to a minimum of two

Delegates.

2. Each Delegate, as a guarantor, shall be liable for the sum of one pound sterling (maximum) in

the event of the Society becoming insolvent and then being dissolved. This liability endures

during the period that the member is a Delegate and for a period of twelve months thereafter.

3. The Local Association must notify the Society of the names of its Delegates together with their

addresses, email addresses and telephone numbers. The Local Association must notify any

changes in the names or contact details of its Delegates.

4. The Local Association may rescind its appointment of a member as a Delegate and a member

may resign from his/her position as a Delegate at any time. In either circumstance, the

Committee must appoint another Delegate.

5. A Delegate may attend a General Meeting of the Society and vote on motions, or the

Committee may appoint a proxy to attend and/or vote in his/her place. A proxy-holder may be

the Chair of the General Meeting, another Delegate of this Local Association or another person.

The Committee shall instruct a Delegate on how to vote or shall instruct a Delegate to make

his/her own decisions after hearing the debates. The proxy-holder must act in accordance with

the instructions given by the Committee to the Delegate.

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15. Alteration to the Constitution

The constitution of the Local Association shall only be altered by Resolution passed by the Local

Association in General Meeting and only after receiving the vote of not less than two-thirds of

the members present and entitled to vote. No alteration shall be made which would have the

effect of causing the Local Association to cease to be recognised as a charity.

16. Financial Year

The financial year of the Local Association shall be from 1

April to 31

March.

17. General

The Local Association shall be governed in accordance with this Constitution and with Rules

consistent therewith made by the Local Association in General Meeting.