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The Architectural Heritage Society of Scotland Constitution 1. Name The name of the Society shall be "The Architectural Heritage Society of Scotland". 2. Objects The objects of the Society shall be:- (a) to encourage, by charitable means but not otherwise, the protection, preservation, study and appreciation of buildings, together with their settings and associated furnishings, and of town-layout, gardens and designed landscapes being of merit or historic interest and situated in Scotland; (b) to co-operate with other bodies with similar aims; and (c ) to do anything which may be considered to be incidental or conducive to the attainment of the objects or any of them. 3. Membership and Subscriptions (a) Membership of the Society shall be open to all persons and corporate
and other bodies interested in and in sympathy with the objects of the
Society. (i) Ordinary Available to individuals. (ii) Family/Joint Available to two adults living together at the same
address and any (iii) Student / Available to individuals receiving full-time education, or Unemployed part-time education on day release, leading to a recognised qualification and holding a valid matriculation card, and to individuals who are unemployed and hold a valid Form UB40. (iv) Life Available to individuals. (v) Corporate Available to firms or corporate bodies. Membership shall only entitle the corporate member to one vote at General Meetings of the Society. (vi) Private Benefactors Available to those who wish to support the work of the Society. (c ) The Council shall have power to refuse membership to any person or corporate or other body who, in its opinion, should not be admitted to membership of the Society. (d) The Council shall have the power to suspend or terminate the membership of any member whose conduct is, in its opinion, prejudicial to the interests of the Society. Before terminating any membership, the Council shall give the member concerned the opportunity to make representations and shall consider any representations made. For the avoidance of doubt, this provision shall apply in relation to corporate members so as to cover the conduct of all persons benefiting from the relevant membership. (e) The rates of subscription for each class of membership shall be such
as may be 4. Patrons and Fellows (a) The Council may, from time to time, invite persons of distinction
to become Patrons 5. Office Bearers The Office Bearers of the Society shall be the President and Vice Presidents, who shall be elected at an Annual General Meeting in the manner hereinafter prescribed, and the Chairman and Vice-Chairman of the Society. The President shall serve for a period of five years and may be elected for one further term of not more than five years. Vice-Presidents shall serve for a period of three years and may be elected for one further term of not more than three years. There shall be not less than two Vice-Presidents and not more than four. The President and Vice-Presidents are not ex officiis members of Council but shall be entitled to attend meetings of Council as observers. 6. The Council (a) (i) The affairs of the Society shall be managed by the Council. (ii) The Council shall consist of up to twelve members and not less than eight members elected at an annual general meeting of the Society and a representative of each of the Groups as constituted at any time. The Honorary Membership Secretary and the Honorary Treasurer of the Society shall be members of the Council ex officiis. The Council shall have power to co-opt the Convener of any of its Committees as a member of Council ex officio. The Council shall have power to co-opt members until the next annual general meeting who may then stand for re-election for a further period not exceeding two years. (iii) Each Council Member shall, following election, serve for a period
of three years. A Council Member shall be eligible for re-election for
one further term of three years but shall not thereafter be eligible for
re-election until he or she shall have been out of office for one year.
The Council shall have the power to co-opt members to fill vacancies on
the Council occurring between Annual General Meetings but such co-opted
members shall serve only until the next Annual General Meeting when they
shall be eligible for election for such periods as shall terminate on
the dates on which the members whose places they fill would otherwise
have retired. Such co-opted members shall be entitled to vote. (b) (i ) The Council shall hold at least three Ordinary Meetings in each
year. At least (ii) A Special Meeting of the Council may be summoned by the Chairman, at any time, in which event at least seven clear days' notice of such Special Meeting shall be given to the Council Members. (iii) Five Council Members entitled to vote shall form a quorum. (iv) Meetings of the Council shall be chaired by the Chairman, whom failing a Vice- Chairman designated by the Council for that purpose. In the absence of both, a chairman shall be elected by the majority of the Council Members present and entitled to vote. (v) Minutes of the proceedings of all Council, Committee and General
Meetings of the (c ) (i) The Council may employ such persons as it considers necessary
for the efficient (ii) The Council shall be responsible for the funds of the Society and for their proper management and utilisation in furtherance of the objects of the Society. The Council shall cause proper books of account to be kept. Such accounts shall be audited annually by a qualified accountant and shall be presented for adoption by the Society at the Annual General Meeting. (iii) The Council shall present, at the Annual General Meeting of the Society, a Report on its administration of the affairs of the Society during the previous year. (iv) The Council shall have power to appoint Committees, either from its own ranks or from other members of the Society, and to delegate to such Committees any of its powers (except the power to instruct the calling of a General Meeting). The Chairman and Vice-Chairman of the Council shall be members ex officiis of all such Committees. The Council shall appoint the Convener of the Committee, determine its size and what shall constitute a quorum, and may co-opt onto any of its Committees such persons as can further the work of that Committee but such co-opted members shall not be entitled to vote at meetings of such Committee. Committees shall observe such rules, directions and guidance as may be made by the Council from time to time for their operation. 7. Officials (i) The Council shall appoint a Secretary and/or Director and a Treasurer and such other officials as they may from time to time consider appropriate, on such terms and conditions as they see fit. In this Constitution, any reference to the Secretary shall be deemed (in the absence of any appointment to that office) to be a reference to the Director of the Society. (ii) The Council and any Committee appointed by the Council may delegate
to an official 8. Groups Groups of the Society may be formed under such names (to be prefaced by the name of the Society) as the Council shall approve and shall consist of members of the Society. Such Groups shall act in accordance with the policy and objects of the Society and shall observe such rules, directions and guidance as may be prescribed by the Council from time to time for their operation. Any constitution of such a Group, and any alteration to such a constitution, shall (unless it conforms in its entirety to a model prescribed by the Council) require the approval of the Council prior to adoption. The Society shall provide such Groups with such support as may be practicable from time to time. 9. Cases Panels The Council shall secure the establishment and support of such local panels of members of the Society and other suitable persons as it shall consider necessary for the adequate consideration across Scotland of planning issues pertinent to the objects of the Society. Such panels shall be known as Cases Panels and shall observe such rules, directions and guidance as may be made by the Council or the relevant Committee from time to time for their operation. Cases panels shall ensure that the local Groups in their respective areas are kept informed of their activities. 10. General Meetings (b) An Extraordinary General Meeting may be called by the Secretary at any time on the instructions of the Council and the same shall be called, as soon as practicable, on receipt by the Secretary of a requisition signed by not less fifty members of the Society, which requisition shall contain a clear statement of the reason for it being sent and a motion which the Society in Extraordinary General Meeting will be asked to vote on. (c) At least twenty-one clear days' notice in writing shall be given to all members of the Society of any General Meeting but nothing done at any such Meeting shall be invalidated by reason of any minor informality or irregularity in the calling of the Meeting or by reason of the non-receipt by a member of a notice calling him or her thereto. Every notice shall contain a statement of the business to be dealt with at the Meeting to which it relates. It shall not be competent at an Extraordinary General Meeting to deal with and/or discuss any business not on the notice calling such Meeting. (d) Thirty members of the society shall constitute a quorum. Voting on all motions before a General Meeting shall be by a show of hands, except in the case of elections to Council when voting shall be by ballot as aftermentioned. Decisions shall be by a simple majority of those voting, except in the case of any alteration to the Constitution. In the event of an equality of votes, the person presiding at the General Meeting shall have a casting vote. (e) The President of the Society shall preside at General Meetings. In the absence of the President, the Chairman, whom failing a Vice-Chairman designated by the Council for that purpose, shall preside. In the absence of the President, Chairman and designated Vice-Chairman, a chairman shall be appointed to preside at the Meeting, by the majority of those present and entitled to vote. (f) Nominations for the election of the President, Vice Presidents and Council Members shall be in writing, signed by the proposer and by a seconder and the person nominated confirming his or her consent. Such nominations must be in the hands of the Secretary not later than seven clear days before the date fixed for the Annual General Meeting, otherwise the same shall be invalid. (g) A General Meeting may be adjourned to a date fixed at the time or fixed thereafter by the Council. At such adjourned Meeting, only such business on the original agenda as was not disposed of shall be transacted. (h) At any General Meeting a resolution put to the vote of the meeting (other than a resolution for the election of members to Council) shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded and unless a poll is so demanded a declaration by the chairman that such resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost and an entry made to that effect in the book of the proceedings of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. (i) Every member shall have one vote and on a poll votes may be given either personally or by proxy or in such other manner as the Council may determine. (j) Resolutions for the election of members to Council shall (where required) be determined by a ballot of those members present in person or by proxy. The result of a ballot shall be declared at such time and place as may be determined by the chairman of the meeting and shall be deemed to be a resolution of such meeting. 11. Interests The Council shall endeavour to ensure that there are at all levels of the Society adequate arrangements to address conflicts between the interests of individual members and the interests of the Society so that the interests of the Society are not prejudiced. 12. Records The Council shall ensure that there are adequate arrangements for the proper management and safe keeping of the Society's records. 13. Title to Property The Society shall have power to acquire or lease heritable property in furtherance of its objects but not otherwise. The Title to such property, or the Lease thereof, shall be taken in the name of the Chairman and Vice Chairmen, as trustees ex officiis for the Society. The title to the other property and investments of the Society shall be held in such manner as may from time to time be directed by the Council and in particular may be held in name of a nominee company on their behalf. 14. Disposal of Assets Any surplus arising from the Society's activities shall be applied exclusively for the furtherance of its objects. In the event of the Society being wound up, the members shall have no right to any of its assets. The net assets of the Society shall in such event be made over to such one or more charitable bodies having objects similar to those of the Society as may be selected by the Council subject always to the approval of the Inland Revenue being obtained. In the event of any of the Society's Groups being wound up, any assets held by that Group shall pass to the Society. 15. Alteration of Constitution The Society shall be governed in accordance with the terms of this Constitution.
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