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ABERNYTE COMMUNITY COMPANY
COMPANY No. 301351
A Private Limited Company (by Guarantee) ,Registered in Scotland.

A Summary of the Memorandum and Articles of Association

Memorandum
Objects
1. The community is defined by postcodes PH14 9ST plus 9RA,9RB,9RD,9RE,9RF,9RG,9SJ,9SN,9SP,9SQ,9SR,9SS,9SU,9SW,9SX,9SY,9SZ,9TA
        ,9TB and 9QZ
2. To manage land and associated assets for the benefit of the Community
3. To promote the benefit of the inhabitants of the Community including facilities for leisure and recreation following principles of sustainable development
4. To advance education of the Community

Powers
         The Company has wide powers to assist the achievement of its objects
Constraints
1. Income and property shall be applied solely to promote the objects and do not belong to the Members. Any surplus or assets are to be applied for the benefit of the community
2. No benefit in money or kind shall be given to any Member or Director
3. The limit of liability of each Member is not to exceed £1 in the event of winding up

Dissolution
      Winding up can only take place by a decision of 75% of Members

Articles
Membership
1. Ordinary Members are individuals over 18 who
• Are resident in the Community
• Are entitled to vote at government elections
• Who support the Objects

2. There is scope for Associate Members (supportive organisations) and Junior Members ( aged   10 to 17)
3. There must be a minimum of 20 Ordinary Members

Meetings of Members
1. There must be an AGM once per year
2. The Board can convene other meetings at any time with appropriate notice
3. There must be a Chairman
4. A quorum of 10% of the Ordinary Members is required
5. Ordinary Members have one vote, Associate and Junior Members have no vote
6. Special resolutions( to change the Articles or sell any property ) require 75% approval
7. Ordinary resolutions require majority approval

Directors
1. The company is managed by a Board of Directors (a minimum of 5 and a maximum of 12)
2. At the first General Meeting of the Company, the Members will elect the Directors (elected directors)
3. One third of the directors retire each year
4. Directors must me Ordinary members and proposed by at least two Ordinary members
5. Election is by vote of the Ordinary Members
6. There is scope for an appointed  Director from Inchture Community Council and up to two co-opted directors .
7. The Board appoints a Chairman from the directors
8. Directors can have no personal interest in any contract or other arrangement
9. A quorum for meetings of directors is at least 50% of all Directors provided the elected Directors are always in majority
10. There are clauses to cover the running of directors meetings,minutes,appointment of Company Secretary etc.

Finances and Accounts
1. The Board will control the operation of any bank accounts
2. All funds and assets can only be applied towards the objects of the Company
3. Accounting records must be maintained
4. Accounts must be audited
5. Accounts and reports of the Board must be made available to Members at each AGM

Alterations to the Memo and Arts
1. Only with 75% approval of the Ordinary Members ,and
2. With the written consent of the Scottish Executive.

 
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