Constitution

BRANCH CONSTITUTION

Adopted on the 29th day of May 1998, revised 12th day of February 2009

 

  1. Name and Region

The name of the branch is “Scotland” (“the Scotland Branch”).  The Branch shall cover the following area: “Scotland” (“the Region”).

  1. Objects

The Branch’s objects (“the Objects”) are for the public benefit to foster and promote the arts, sciences and practices of, and to advance education in, Landscape Architecture (as defined in the 2008 revised Royal Charter Document originally dated 26th June 1997) within the Region.

  1. Administration

Subject to the matters set out below the Branch shall be administered and managed in accordance with this constitution by the members of the Branch Committee constituted by Clause [7] of this constitution (“the Branch Committee”).

  1. Membership

4.1     All members of the Institute whose recorded address is within the Region shall be members of the Branch (“Branch Members”) unless by notice in writing to the Chief Executive any such member has expressed a wish to belong to some other branch, in which case such member shall be a member of that other branch.

4.2     No member of the Institute shall be a Branch Member of more than one branch. A member can request to belong to a secondary branch where they would be entitled to receive communications and invitations from a second branch but not belong to that branch.

4.3     The Branch Committee may in addition elect Affiliates being either Branch Members of other Branches or persons or corporate bodies who are not members of the Institute but who support the Objects and wish to participate in the activities of the Branch (“Affiliates”).  Each election of an Affiliate shall be made at a meeting of the Branch Committee and shall take effect from the end of that meeting.  Affiliated members shall pay a fee to the Branch, which amount shall be as determined by the Branch from time to time.

4.4     The Branch Committee may by the resolution of not less than two thirds of those present and for good reason terminate the membership of any Affiliate provided that the individual or body concerned shall have the right to be heard by the Branch Committee before a final decision is made.

  1. Obligations

5.1     The Branch Committee shall be under an obligation to provide a minimum level of service to all its members as specified by The Board from time to time, and shall report annually to the Branch Members and to The Board on the services provided to its members.

5.2     The Board may, where reasonable, invite or instruct a Branch to carry out activities of a national or local nature in support of the Objects.

5.3     The Board shall from time to time determine what funds shall be paid to each Branch out of the funds of the Institute for the carrying out of the Objects within the Region, provided that if the obligations under Clause 5.1 are not fulfilled then funding may be withdrawn by The Board

  1. Powers

In furtherance of the Objects either within the Region or under Clause 5.2 above, but not otherwise, the Branch Committee may exercise the following powers:

6.1     power to raise funds and to invite and receive contributions provided that in raising funds the Branch Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

6.2     power to co-operate with charities, voluntary bodies, educational institutions, statutory authorities, and other bodies having kindred interests, operating in furtherance of the Objects or of similar charitable purposes, and to exchange information and advice with them;

6.3     power to appoint and constitute such advisory committees as the Branch Committee may think fit;

6.4     power to form within its area such local groupings as the Branch Committee shall consider likely to assist in the carrying out of the Objects in the Region subject to the approval of The Board who may from time to time disband any such local grouping;

6.5     power to do such other lawful things as are necessary for the achievement of the Objects Provided Always that the Branch:

6.5.1  Does not borrow money from any external or independent source.

6.5.2  Does not purchase, take on, lease, or in exchange, hire or otherwise acquire any real property and any rights or privileges.

6.5.3  Does not enter into any contracts with contingent liability.

6.5.4  Does not bring The Landscape Institute (“the Institute”) into disrepute or engage in actions which are inconsistent with the Institute or its practices.

  1. Branch Committee

7.1     The Branch Committee shall consist of not less than 3 nor more than 12 Branch Members as follows:

7.1.1  The Honorary Officers being a Chair, a Secretary, a Treasurer; and a Branch Representative (also known as a Council Member who shall represent the Branch on Council).  All should be a Corporate Member of the Institute (as defined in The Royal Charter)

7.1.2  and not more than 8 additional members

7.1.3  At any meeting of Council, any Honorary Officer of the Branch Committee may act as substitute for the Branch Representative on Council and may cast a vote if the branch representative is unable to attend.

7.14   No person who is not an Honorary Officer of the Branch Committee may cast a vote at a Council meeting while substituting for the Branch Representative.   A Corporate Member who is not an Honorary Officer of the branch may, if agreed by the President, attend a meeting of Council as a substitute for a Branch Representative who is unable to attend, but may not cast a vote.

7.2     Members of the Branch Committee shall be subject to annual election at the Annual General Meeting of the Branch and shall hold office from the conclusion of that meeting.  They shall not be elected to the same position more than four times in succession.

7.3     The proceedings of the Branch Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member

  1. Meetings and Proceedings of the Branch Committee

8.1     The Branch Committee shall hold at least two meetings each year.  A meeting may be called at any time by the Chair or by any two members of the Branch Committee.  In this case not less than 7 days and not more than 28 days notice shall be given to the other members of the Branch Committee of the matters to be discussed, and the date, time and place of the meeting.

8.2     The Chair shall act as Chair at meetings of the Branch Committee.  If the Chair is absent from any meeting the members of the Branch Committee present shall choose one of their number to be Chair of the meeting before any other business is transacted

8.3     There shall be a quorum when at least one third of the number of members of the Branch Committee for the time being or two members of the Branch Committee, whichever is the lesser, are present at a meeting.

8.4     Unless there is a clear consensus, every matter shall be determined by a majority of votes of the members of the Branch Committee present and voting on the question but in the case of equality of votes the chair of the meeting shall have a second or casting vote.

8.5     The Branch Committee shall keep minutes of the proceedings at meetings of the Branch Committee and any sub-committee.  These documents must be made available, upon reasonable notice, to the Institute and / or its auditor.

8.6     The Board may from time to time agree the arrangements for the conduct of the Branch’s business, the summoning and conduct of their meetings and the custody of documents.

8.7     A Branch may form within its area such local groupings as the Branch Committee shall consider likely to assist in the carrying out of the objects of the Institute within the area of the Branch, provided that all acts and proceedings of any such grouping shall be fully and promptly reported to the Branch Committee.  The Board may from time to time disband any such local grouping.

  1. Receipts and Expenditure

9.1     The funds of the Branch, including all donations contributions and bequests, shall be paid into the accounts operated by the Branch Committee in the name of the Branch.  The Branch shall only operate such accounts as are approved by The Board.

9.2     All cheques for one hundred pounds (£100.00) or such other amount as may be determined by The Board from time to time, drawn on the account must be signed by authorised members of the Branch Committee or by the Institute’s Secretariat.  Cheques for less than the prescribed amount may be signed by one member of the Branch Committee or by the Institute’s Secretariat.

9.3     The funds held by the Branch shall be applied only in furthering the Objects.

  1. Accounts

The Branch Committee shall:

10.1   ensure that accounting records are kept;

10.2   prepare, or have prepared, annual statements of account of the Branch in the format provided by The Board;

10.3   ensure that any statements of account are audited or examined independently on behalf of the Institute, by the Institute’s accountant.

10.4   The Branch’s accounting year shall end on 31 March in each year.

  1. Elections

11.1   Each Branch Member is entitled to one vote.

11.2   The Branch Committee will arrange or cause to be arranged, the annual elections of Honorary Branch Officers, the Branch Representative to Council and the Branch Committee Members.  Branch elections may be administered and scrutineered by the Institute’s Secretariat, at the request of either the Branch Committee or The Board.  In all cases, nominations in writing, with the written consent of the individual nominated, will be sought from all Branch Members by a specified closing date before the Annual General Meeting.  Should nominations exceed vacancies, election shall be by ballot.

  1. Annual General Meeting

12.1   There shall be an Annual General Meeting of the Branch between months that The Board deem appropriate (inclusive) in each year.

12.2   Every AGM shall be called by the Secretary (or another Honorary Officer), who shall give at least 21 days’ notice of the AGM to all members of the Branch.  All Branch Members shall be entitled to attend and vote at the meeting.

12.3   The Chair of the AGM shall be the Chair of the Branch Committee, but if he or she is not present, before any other business is transacted, the persons present shall appoint a Chair of the meeting.

12.4   The Branch Committee shall present to each AGM the report and accounts of the Branch for the preceding year, for approval.

12.5   The AGM will also receive the report of the outcome of the Branch Elections, including the scrutineers’ report if a ballot was held.

  • The election of the Branch Representative (also know as Council Member) shall be according to Regulations 9.3 and 9.4
  1. Special General Meetings

The Branch Committee may call a special general meeting of the Branch members at any time.  If at least ten Branch Members request such a meeting in writing stating the business to be considered the Secretary (or another Honorary Officer), shall call such a meeting.  At least 21 days notice must be given.  The notice must state the business to be discussed.

  1. Procedure at General Meetings

14.1   The Secretary or other person specially appointed by the Branch Committee shall keep a record of proceedings at every general meeting of the Branch.

14.2   There shall be a quorum when at least one tenth of the number of members of the Branch for the time being or ten members of the Branch, whichever is the smaller, are present at any general meeting.  Subject to Clause 14.3, all resolutions put to the vote of the meeting shall be determined on a show of hands.

14.3   Where there is a specific request for a recorded vote before a resolution is put to the vote, or the Chair determines such a vote is necessary in the interests of clarity and accuracy, a recorded vote shall be held.

  1. Notices

Any notice required to be served on any member of the Branch shall be in writing and shall be served either personally or by sending it through the post at that member’s Recorded Address, or by including it in the Journal of the Institute or in any other publication of the Institute sent to such member.  Any notice, if sent by post, shall be deemed to have been served 14 days after the envelope or wrapper containing the same is put into the post and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into the post as a prepaid letter.

  1. Retention of Documents

All documents relating to the running of the Branch must be retained for a minimum of six years.

  1. Determination of Membership of Branch Committee

A member of the Branch Committee shall cease to hold office if he or she:

17.1   ceases to be a member of the Institute (unless an affiliate member);

17.2   is disqualified from acting as a member of the Branch Committee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision);

17.3   becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

17.4   is absent without the permission of the Branch Committee from all their meetings held within a period of 9 months and the Branch Committee resolve that his or her office be vacated;

17.5   notifies to the Branch Committee in writing a wish to resign;

17.6   If, at any time, there are fewer than 6 members of the Branch Committee in office, the Branch Committee shall have power to co-opt no more than 2 members until the next Annual General Meeting of the Branch.

17.7   If at any time, the Branch is unable to form a Branch Committee as required under Clause 7 above, then The Board shall be notified and shall have the power to determine how to proceed.

  1. Dismissal of Branch Committee

The Board shall have power at any time to dismiss the Branch Committee of any Branch which in the opinion of The Board shall have failed properly to conduct the affairs of the Branch and in any such case to require the members of the Branch to elect a new Branch Committee. The Board shall also have power to disqualify a member from holding any Honorary Branch Office or from membership of the Branch Committee.

  1. Branch Committee Members not to be personally interested

No member of the Branch Committee shall acquire any interest in property belonging to the Branch or receive any fee, remuneration or be interested (otherwise than as a member of the Branch Committee) in any contract entered into by the Branch Committee.

  1. Powers of The Board

Without prejudice to its general powers The Board shall have power to:

20.1   vary or approve any variation of the Branch Constitution from time to time as The Board may deem fit, subject always to the provisions of the Institute’s Charter, By-Laws and Regulations.

20.2   The Board of the Landscape Institute shall have power to amend the Region, or at any time to dissolve the Branch after it has been established and to make such provision for the winding up of the affairs of the Branch and for the transfer of its activities as The Board may in its absolute discretion think fit.