C O N S T I T U T I O N

1 NAME

The Organisation shall be known as the DOUGLAS BADER COMMUNITY GARDEN (DBCG), a non-profit making environmental body, (hereinafter referred to as the Organisation), and will cover a site close to the former Douglas Bader Memorial Garden for the disabled within the Duffus Park, Carslogie Road, Cupar, Fife, Scotland.

•  OBJECTS
The Objects for which the Organisation is established are:
•  to redevelop and protect the Douglas Bader Community Garden and surrounding area for the benefit of a public amenity in the vicinity of Duffus Park , where it is for the protection of the environment;

•  to conserve, preserve and protect the wildlife, flora and fauna of the Douglas Bader Community Garden for the benefit of the aforesaid public;

•  to provide, in the interests of social welfare, facilities for recreational or other leisure-time occupations with a view to improving the aforesaid persons' conditions of life;

•  to preserve the Douglas Bader Community Garden within Duffus Park , which is primarily designated as a sensory garden for the community and for the educational benefit of children;

•  to establish a volunteer network of gardeners (including people with certain needs) in conjunction with an established educational institute, so they can achieve recognised qualifications in horticulture should they so wish;

•  to establish a therapeutic gardening facility which is community based, and promotes the well-being of individuals and groups;

•  the provision, maintenance or improvement of a public park or other public amenity in the vicinity of a landfill site, where it is for the protection of the environment.

3 OTHER ACTIVITIES
The Organisation would aim to:

(A) Establish a garden to support the aims and principles of the original Douglas Bader Garden in Cupar, which will be maintained in prime condition by creating partnerships with various public and private bodies.

(B) Promote a biodiversified garden, and establish state of the art facilities for people with certain needs.

(C) Highlight and utilise, wherever it is deemed possible, the use of sustainable energy and renewable products.

4 POWERS
In furtherance of the objects, the Organisation may:
•  facilitate access to the Garden for people with certain needs
and encourage their involvement in the developing of the amenity;

•  engage the services of volunteers and/or professionals to assist in the work of the Organisation and reimburse approved or out-of-pocket expenses;

•  collaborate with statutory and voluntary agencies, and educational institutes, in pursuit of the Organisation's aims, and promote the Organisation to the general public;

•  promote and carry out, or assist in promoting and carrying out research, surveys and investigations and publish the results, where appropriate;

•  arrange and hold (or assist in arranging and holding) exhibitions, meetings, seminars and training courses; write, print or otherwise reproduce and circulate, free of charge or for payment such papers, books, pamphlets, periodicals or other documents, which shall raise awareness and further the objects;

•  support the Douglas Bader Foundation, a registered charitable trust (Reg. Number 800435);

•  to receive contributions, by way of subscription or donation and to raise funds, to further the aims of the Organisation;

•  to hold a bank account in the name of the Organisation and to invest the monies not immediately required in investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law;

•  do all such other lawful things as are necessary for the attainment of the objects;

•  provide specialised equipment for people with certain needs to actively participate in the garden;

•  promote the reputation of the late World War II fighter hero and national icon Douglas Bader through education.

•  not distribute profits and apply all income to the furtherance of the objects and powers above.

5 EQUAL OPPORTUNITIES
4.1 In relation to these aims and objectives the Organisation will strive to avoid intentional and unintentional discrimination against any group or individual on any grounds.

4.2 the Organisation will work to ensure that its services are accessible to people who are disadvantaged or discriminated against in society by virtue of their sex, race, ethnic origin, disability, marital status, age, sexual orientation, religious belief or by reason of their geography and acknowledges that services may need to be changed in order to ensure this.  

6 MEMBERSHIP

THE GROUP membership shall consist of:

5.1 Full members with an interest in meeting the Objects. Full members have voting rights, including the single co-opted representative of Cupar Community Council and other nominated community organisations/bodies.

5.2 Associated members, being those sharing the objects of The Group but not qualifying as full or individual members in terms of the above, such as paid employees, the elected Councillor(s) for Cupar, and other co-opted representatives of public bodies and non-community based organisations. Such members shall not have any voting rights .  

7 MANAGEMENT COMMITTEE
•  The Committee shall be responsible for carrying out the policy of The Group, the administration and control of its affairs.

•  There shall be a Committee consisting of not less than 5 and not more than 10 voting members of The Group, including the Office Bearers, to be appointed at an Annual General Meeting.

•  The Committee shall, at the AGM, appoint the following Office Bearers: (a) Chair; (b) Vice-Chair; (c) Treasurer, (d) Secretary, and other such Office Bearers as The Group may from time to time require. The Office Bearers shall hold office until the conclusion of the next AGM.

•  Any casual vacancy in the Committee may be filled by the Committee and any person appointed to such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting. The Committee shall have the power to co-opt additional committee members.

6.5 The Management Committee can agree to co-opt voting and non-voting partners onto the management committee, either at management group meetings or at The Group's AGM. One representative from each of The Group's co-opted partners will be invited to attend Management Group meetings as voting or non-voting members, dependent on their status. Non voting, co-opted representatives will be present purely in an advisory capacity.

6.6 The status of voting and non-voting representatives of The Group's co-opted partners at Management Group meetings will depend on the status of the organisation or public body the individual representative is attached to.

6.7 Following The Group's AGM on February 8 th , 2007 , it was agreed that the representatives of the following bodies and organisations would be classed as voting and non-voting members of The Group's Management Committee.

Voting Members: Cupar Cricket Club, Cupar Community Council, Fife Society for the Blind.

Non-voting Members: Fife Council, RAF, Kingdom Housing Association, Fife Constabulary, Elmwood College and the sitting Councillor(s) for Cupar.  

8 Committee Meetings  

•  The Committee shall hold a minimum of 4 meetings per year.

•  Quorum at meetings of The Group shall be a minimum of three members of the Committee.

•  Each meeting shall keep notes which are to be maintained in a dedicated Minute Folder.

•  When decisions are made by voting, each voting member of Board of Management shall exercise one vote. In the event of a tied vote, the Chairman shall have the casting vote as long as they are not a local authority or landfill operator representative, where the casting vote will pass to an independent member.

•  The Board of Management may appoint and remove members as it sees fit, and shall notify ENTRUST within 7 days of any such changes, including the names, addresses and occupations and employers of any new members.

7.6 There will be four core Management committee meetings each year, excluding the AGM. Elected Management committee members are expected to attend at least three of these four core meetings, unless they provide a satisfactory reason for their absence to the committee. Should any elected member fail to attend three of the four core meetings, and fail to provide the committee with a suitable reason for their absence, they would automatically be prevented from standing for office at the group's next AGM.  

9 Annual General Meetings  

The Committee shall convene an Annual General Meeting of The Group each year and formal notice will be given to members at least 21 days prior to the meeting. The quorum at General Meetings shall be one quarter of the registered members of The Group, for the purpose of:

•  Receiving and approving the Reports and accounts.

•  Electing the Management Committee and Office Bearers.

•  The Office Bearers shall hold office until the conclusion of the next AGM following their appointment, and shall be eligible for re-election.

•  The appointment of an independent financial examiner (s).

•  Considering any further notices of motion.  

10 FINANCE
•  A bank or building society account shall be opened in the name of the
Group. The Management Committee shall authorise two of any four specified signatories to sign cheques or distribute monies on behalf of the Group.

•  The accounts shall be examined at least once a year by independent financial examiners.

•  All income shall be used to further the objects of The Group and The Douglas Bader Foundation, and for no other purpose.  

11 ALTERATIONS TO THE CONSTITUTION

The Constitution may be altered at any Annual or Special General Meeting called for that purpose, and will require to be passed by not less than two-thirds of the members of the Group.

12 DISSOLUTION

12.1 The Group may at any time be dissolved by those eligible to vote. At least twenty-one clear days' notice shall have been sent, via post, to all members of The Group regarding this dissolution.

•  Instructions for the disposal of any monies held by or in the name of The Group, shall not be paid to or distributed among the members but will be transferred to such other charitable institution or institutions within the designated area having objects similar to that of the organisation.

•  In the event of the Douglas Bader Community Garden group dissolution, any remaining Landfill Tax Credit Scheme money shall be transferred to another enrolled Environmental Body. It shall not be distributed to the members of the Douglas Bader Community Garden group or donated to a charity or organisation with similar objects.  

13 Landfill Tax Credit Scheme

The work of DBCG shall not be for the benefit of landfill site operators who may contribute to the Douglas Bader Community Garden and claim credit under the Landfill Tax Credit Scheme. Nor shall it be for the benefit of contributing third parties, as defined in the landfill tax regulations.

The Douglas Bader Community Garden shall not carry out, promote or pay for work required to be completed under any notice issued under the Control of Pollution Act 1974, the Environmental Protection Act 1990, the Water Resources Act 1991, or required by any planning permission, statutory consent or by agreement under [section 106 of the Town and Country Planning Act 1990] [S75 of the Town and Country Planning Act (Scotland) 1997] [article 40 of the Planning (Northern Ireland) Order 1991].

The Douglas Bader Community Garden shall maintain audited accounts and keep full records that shall identify all its income and expenditure, and shall separately identify in these accounts the receipt and application of all contributions received under the Landfill Tax Credit Scheme.

Any projects that are to be funded by Landfill Tax Credit Scheme money shall only be undertaken once the project has been registered by ENTRUST.

All the activities, operation and work of Douglas Bader Community Garden group, shall be controlled by a Board of Management.  

19th July 2007

Accepted by Office of the Scottish Charity Regulator (OSCR) as meeting the charity test as laid out in sections 7 and 8 of the Charity and Trustee Investment (Scotland) Act 2005.

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